Resumen corto:
Codelco emitió bonos por US$1,25 mil millones con tasas del 5.529% y 6.3%, vencimientos en 2037 y 2053, en oferta restringida a inversores calificados y no residentes, con activos de US$49.7 mil millones en 2025.
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COMISIÓN PARA EL MERCADO FINANCIERO
FORMULARIO HECHO ESENCIAL COLOCACIÓN DE BONOS EN EL EXTRANJERO
10 IDENTIFICACIÓN DEL EMISOR
1,1 1
1.3 14
LE iñ
A?
Aarón Soria corporación Maricral del Coli elas Col
Mombra Tantuala CODELCO-CHILE
FLA). T E, 704,000-K
Arneaneción Reg. Valures 75
Diección Huériános 1270, Conmona do Sailego, Sumtlago (alMorna 22 690 3000
Actividades y Megodos Wer Aneoo 1
20 ESTA COMUNICACIÓN SE HACE EN VIRTUD DE LO ESTABLECIDO EN EL ARTÍCULO Y E INCISO SEGUMNDO DEL ARTÍCULO 1″ DE LA LEY A” 1.045 Y SE TRATA DE UN HECHO ESENCIAL RESPECTO DE LA SOCIEDAD, $US NEGOCIOS, SUS VALORES DE OFERTA PÚBLICA YO DE LA OFERTA DE ELLOS SEGÚN CORRESPONDA.
16 CARACTERÍSTICAS EMISIÓN
37
ME
33
34
34 |
341
Monde de denominación AMonacia tots oritnida
Porador fa lá ordar
500
Moto 50 ld 35m
AN” dé bónos
Yóber aúniriál bono (Dólares ete los Estados Urudos de Anárica (US51 | (Us TEGO |
E ¡Bonos regustrados e pombre de (08 Tanedores 9n ls libros de The Deponitory Tra Company ore ‘Nuwwvo Bono Enoro 2037 – Raspertra Baras Ssamiembira 3053
053 1,000,000,000 y 115%. 250,000,000, raapbocia dina rt ys 3d,.]
1155700.000 “minimo ¿En ¿ao de sumas syperaorús, serán por rmuidlligatos de 14537,000.
E O
CcoOmIiSiÓN PARA EL.
MERCADO FINANCIERO CHILE 344 Tipo trajuesta MA 345 Towwdejnteróz 5530% y JOG, aa practivdmuarita JA. Fecha de smleron 202026
Pia enla soplo lena le alguien ido de venatrols Muero Boro Enero 2037 ali de lós boñaák será pagadero en su inbigridad e du vancimiindo, 1 día 2 de anñoró de
Los bonos devengarán un inimrás de 5,529% ernual, bose de un año dle 360 días, el cual será pagádero qn 22 ouvotas bos dlss 30 de inéro y 0 de Hulio de coda ño, Y partir del 30 de jutlo 06
207%. Los interesas serán devongedos desda al 30 de encto de 2076.
N=Cuomi] H”Ciosn | > Peuha a Armatizarón Total Cueca Saldo Cacital A E o Mn.
a 10-00-2058 (1.000 060 000: 1.500.000 000 E A a 4 36-07-2076 | – 2765500 = | PTBEDOO E: 000,0080 000 EL 3001 21 645 000. = ¡AA | 0 001 600 L 0209 PALAS: E armo | 1190.000:000 al 3001-2078 77.645.090 77,545 000 1.000:005:009 | O O E 0 O A o A _-E – 30-04-2079 | 27.645.000 sl 27,005.000 | 1. 000.000.000 _
E | – 30-07-2029 37,645 000 37.645.000 1,000,060, 000 B| 30-01-2048 | _17:645:000- 97.635.000 [| 1000000000 MU 2 10-07-2090 | 47545000 a ITA AD 000 _ Ms NE A E 1] A007720H | 37885000 3fBA50OO_ | 1.000.000.000_ $3 : MENTE MAS) _ E MI E MOTOR | 27.045.000 MESTET] 18 | JO012093 | 27.505000 27.643.000 [| 1000000000.
E E Mr | 17045 000 qn ñab 00 | 1-000000.500 E | 30-01-2034 | 77545000 27.545.000′ | 1:000.000.000 17 META A 1,000.000.000 |
A Y 00 l 30:01:2095 | 17.045.000 a 27 545.000 1000 000.000
Ji– 1 – M07-7005 | 7645000 77,845 000 600 000 000 70 MOLA | 1 FRA O 1.060 400.000 _|
A EE 22 E map | vos 22 MORE | IPAAB. LO 1.006.600.00%) | 71.037.545.000. o
Reapertura Bopo 2053:
El capital de los bonos sérá pagadiro en su integridad 4 su vencimiento, +) 0 68 dí septuembro de m5
Los bonos devengarán ion intarás de 5,30% arnuáúl, basó de sn año de J6% chos, el carol and PAra ep 55 cuotas (ds disw 8 de marzo y 8 de ppciombre de codo año, e partir del B de marzo de 2076 Los iniereses seráb devengados desdo el TU de andá de 2076 e
A Comria Armortle
Pacha eje
Cuota interés ll
ETE ms y
AmMomitación
(0.2 FE DO
-Rco0o0Or |
Totál Conta | Saldo Capital
MERCADO FINANCIERO CHILE dr 05043070 | 7875000 | | Tarso | Jun | 3 06-002025 | FA7O000 | TA7T5DOD. | 750.000.000 a bs-022027 [ 7875000 1875009 | 750.000.000
| 06-05-2027 1875000 375.000 0,000 006 SA F _08-03-303% | 7875000 1875000: | 23500000 E | 06-092028 | 7873000 2 8r6.000 | 0000000 | 7 Da-03-7009 | 7875000 TATJ5.000 | 740000000 mm DA | 7ATEDOO | 1875.000 151,000.000 3 06-043040 | 7érmoda | 7A75000 | 34000000 16 | 200 | Ta50d0 | 7.675000 | 750.000.000 E a o | a] a [e 002031] 7818060. – [rara | asoododos | 13 [04-03-7032 | 7375000 | FEPSDOJ | 2720000000 [4 [pa-g9-2032 | 7874000 _ TAB OOO | 279.000.000 o: 08-03-2033 | 7.875.000 – – 1575 000 | 280000.600 l 03-09-2033 Tan – A 761,000 000
: 08-03-2034 | 7.875.000 7573 pa | – | 7875000 1 BOO | 250000000
12 08-03-2025 | 7875000 7875000 | 256.000.000.
a | 60092035) 7575000 = – FBFSDOO | 2H Da 1 0843-2038 | 7,875,000 -TAY5000 | 250.000.000 uN (DD 2036 | 7875000 7075000 | 3000000 | 2 [éso 3037 | 7875000 7875000 | FH6609.000 34 05-09-2037 [| 7375000 7675006 | 2000000 er > 0s0320%8 | 7875000 TET5000 | 2500000 Ju 08-00-2039 | 7.875.000 7.875.000 | 750.000.000 7] pao 2098 | 7875000 175.000 | 250,009:000 E ocosa0di | 78mo00 |] | 7A75000 | Feo mE 06-05-3040 | -FB7S000 | _FAT5060 | Fo0po5 a O cera 2000 | 7875000 7.873 000 250. 600 004 0 0603-2041 | -FETGO00 7875006 | 760.600.008 3 -Tomoa2041 1] FE75D00 675.000 | asio00000 | EN 00-03:2047 | 7875000 7875000 | 240000000
31 0009-2007 | 7875000 7675000) | 350000000 |
== 0432003 | 7.E75000 7.875.000 | 351,000.00 | q 04-00-7043 | TEO 4 744006 000 NE DaDI2044 [| 7875000 | 65000 | as00aoso 38 06-00-2044 | 7875,000 uz; TEATADOD | PS0nO0000 2 D402005 | “475000 Fa75000 | 150.000.000 UTA 08-00:2045 | 7875000 [ F.875.000 | 350000000 a 0N-037546 | – 7 E75:000 7.075.000 | 534000000 de 0067065 | 675000 7675000 | 235000000 a DIEOS-2007 | T7EADO | 7675000 | 350000.009 Md Mosca 47 | 775.000 775000 | FELO0uOO) nin | 08-03. 20458 TE 4000 7 575.009 PR E a al
06 04003048 | 7670000 775.000 | 2600LDOO al | on ou20s | TO75000 TUS 000 | 350000.009 an | 0u092046 | 7675:000 TA75000 | 750.000.000 [as – 0805-2060] -TH75105 A MESE
5 0002050 | 7.E75000 1875000 | 260.000.000 = A – ió 59 69-09-2051 | TATSDÓD K | 7875000 450 0055. 00% y
COMBIOM PARA El MERCADO FINANCIERO MEHACADO FINANCIERO CHILE E p4017087 | 7.875:000 7675000 | 150000:000 | 54 06-09-2057 | 7875000 7E75000 | 350000000 EL) – b8-04-4051 | – 1075.00 1075000 | 250000.000 [o ¡0509-3083 | 7R75000 FALCO O | 257 875.000 ñ 35 Guruntas |- | [Ma] [xj 151 Tipo y rmóntos de lis gormias Bo inplicia 30 Amortización Extraortimara [- | No [ox] 30,1 Proesdimianros y Tohr Mo aplica 20 OFERTA: [Pública] – |Prreada x | [x]
3.0 PAÍS DE COLOCACIÓN 5,1 Noni Bonos. vendidos a los Compradores Iniciales | dia Purchésers, según cho concejo sl delme on el Purchase Agresmant, dolinido rás abajo! domiciliados mí los Exmdos linioos de América, 52 Nomás 04 blocs dutariráción de U gnzss Hilo TERA y Megulation $ de la US Securities Aci de 1933 de lun 2atados Unidos de América 60 INFORMACIÓN DUE PROPORCIONARÁ
B.1 A luluros tenidos dé hornos Prospecto infornáteoo [* COifrriag Aamorandun l de lec 21 de anero da ¿004, Ver Ándoco 2.
52 A hituros representantvs de tenedores de bonos Mismo oocurmerto mencionada ep el puvio El procógiriia
7.0 CONTRATO DE EMISION
7.1 Caroctorislicas póneraled
Comrao de Comprevonta (Purchasn Agreement”) cabobirado al día 77 de ensro de 2026 ante 14) Corporación
COMISIÓN PARA El MERCADO EIMANCIERO Ls
COMISIÓN PARA EL MERCADO FINANCIERO
OO E
0.7
Micsnnal del Colbie ds Chiba, corno enmisor de los bonos, y 18) Credit Agrrols Sucurtics (USA) mo, HEAC Becurities (USA) los. Samander US Caplist Markots LLC y Bofá Eracardtie fc, camo Compradorye Intisles [PHtia) Firchncare1, or Áneoo J.
El objeto del Purchañe Agreermond fee (a atquislción, por dos Compradores iniciales (lia Purcháseil, de la totalidad de ios bobo imitidos pol Comareción Nacional dul Cobre ce Ghita, bajo 408 términoe y comeiciora Gue se vxpreslan un drolbo Loro.
Deruchos Y Obliigac:onas da ds tonacoras de bam ¡conmtituypat ob yaris directas, ro puraniizados y to subordinadas de ta compañia emisora Los tenedores dé bonos puedes declarar su gibde anticipadaménto la toloAded des copita máia Eitiress An carios CAS de Hicuolimiento por palta dé Corporación Mocional del Coles de
Ciria ¿Los bonos millddos por Corporación Nacional dal Cobew de Cnile
COMISIÓN PARA El MERCADO FINANCIERO CHILE
80 OTROS ANTECEDENTES IMPORTANTES [Los banas no han sido registrados en los Estedos Unwos de Aménca Buzo li US Securmes Actas 1933 y, por lo tano, splamento podrán ser vendidos e claritos compradores mstitucionales enuificados de acuerdo a lo depuesto 4n la Aude Td A de lo mencionada hy 10 Mmáca de los Estotlos Uinidos de Armérica, de dcuardo 10 ¡losáñaledo an la Regia Side la mérmáo rorma,
26 DECLARACION DE RESPONSABUADAO
El suscrito, en su cofidod de Presidente Ejecutivo de lá Corporación Maciornel dl Cobre de Chilo ii Sociédad”), ambos domciliaños ae calla Huártanos 1270, Sonrllage, e fin de dér debido cumplimiento a lo dispuesto un la Crcalar NPYOPA de la Subverimendencia de Valores y Seguros hoy CMFl. dociora y ca Ín bajo pnamanto, en este acto y bajo su cormespondiente responsabilidad luyal, mspecso do lu plena y absovuta vopeoldad y outernácidod de toda ll informéeción prosambada eadjunteda porte Socisdoo a la CMF an el pensante Formulario de Hecho Esencial Colocación de Bonos en el Estranjaro, con fecha 02 de octubre de 30%5,
HOMBRE CARGO EN! FILA
Rubún. Presitonio 7 B46224R Ue Alvarsdes Y. Ejecutivo pr
COmiSiOn PARA El MEACADO FINARMCIENO COMISIÓN PARA EL
ANEXO 1 MEMORIA ANUAL
1d 1 E A dd OA AE oa do comi ja rl 07 po!
IMPORTANT NOTICE
THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL BUYERS (QIBs) (WITHIN THE MEANING OF RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT)) OR (2) NON-U.S. PERSONS (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) OUTSIDE THE U.S.
IMPORTANT: You must read the following before continuing. The following applies to the Offering Memorandum following this page, and you are advised to read this carefully before reading, accessing or making any other use of the Offering Memorandum. In accessing the Offering Memorandum, you agree to be bound by the following terms and conditions, including any modifications thereto any time you receive any additional information from us.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO 50. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE LAWS OF OTHER JURISDICTIONS. THE OFFERING MEMORANDUM AND THE OFFER OF THE NOTES ARE ONLY ADDRESSED TO AND DIRECTED AT PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE EEA) OR IN THE UNITED KINGDOM WHO ARE, WITH RESPECT TO THE EEA, QUALIFIED INVESTORS AS DEFINED IN REGULATION (EU) 20171129 (THE PROSPECTUS REGULATION) OR, WITH RESPECT TO THE UNITED KINGDOM, AS DEFINED IN THE PROSPECTUS REGULATION AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE EUWA). NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 12862014 (AS AMENDED, THE PRIIPS REGULATION) OR BY THE PRIIPS REGULATION AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUWA (THE UK PRIIPS REGULATION), AS APPLICABLE, FOR OFFERING OR SELLING THE SECURITIES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA OR THE UNITED KINGDOM, HAS BEEN PREPARED AND THEREFORE THE OFFERING OR SELLING OF THE SECURITIES OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UNITED KINGDOM MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION OR THE UK PRIIPS REGULATION. THIS COMMUNICATION IS ONLY BEING DISTRIBUTED TO AND IS ONLY DIRECTED AT (I) PERSONS WHO ARE OUTSIDE THE UNITED KINGDOM (ID) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE ORDER), OR (III) HIGH NET WORTH COMPANIES AND OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED FALLING WITHIN ARTICLES 49(2)1(4) TO (D) OF THE ORDER (ALL SUCH PERSONS TOGETHER REFERRED TO AS RELEVANT PERSONS). THE NOTES ARE ONLY AVAILABLE TO, AND ANY INVITATION, OFFER OR AGREEMENT TO SUBSCRIBE, PURCHASE OR OTHERWISE ACQUIRE SUCH NOTES ARE ONLY AVAILABLE TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS DOCUMENT OR ANY OF IT’S CONTENTS.
THE FOLLOWING OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MA Y NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
Confirmation of your Representation: In order to be eligible to view this Offering Memorandum or make an investment decision with respect to the securities, investors must be either (1) QIBs or (2) non-U.S. persons (within the meaning of Regulation S under the Securities Act) outside the United States. This Offering Memorandum is being sent at your request and by accepting the e-mail and accessing this Offering Memorandum, you shall be deemed to have represented to us that (1) you and any customers you represent are either (a) QIBs or (b) non-U.S. persons (within the meaning of Regulation S under the Securities Act) and (2) you consent to the delivery of such Offering Memorandum by electronic transmission.
Y 0u are reminded that this Offering Memorandum has been delivered to you on the basis that you are a person into whose possession this Offering Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this Offering Memorandum to any other person.
The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the initial purchasers or any affiliate of the initial purchasers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the initial purchasers or such affiliate on behalf of the issuer in such jurisdiction.
The following Offering Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission, and consequently, neither the initial purchasers, nor any person who controls them nor any of their directors, officers, employees nor any of their agents nor any affiliate of any such person accept any liability or responsibility whatsoever in respect of any difference between the Offering Memorandum distributed to you in electronic format and the hard copy version available to you on request from the initial purchasers.
OFFERING MEMORANDUM Strictly Confidential
Q
CODELCO
Corporación Nacional del Cobre de Chile
U.S.$ 1,000,000,000 5.529% Notes due 2037
U.S.$ 250,000,000 6.300% Notes due 2053
We are offering U.S.$1,000,000,000 aggregate principal amount of 5.529% Notes due 2037 (the “2037 notes) and U.S.$250,000,000 aggregate principal amount of 6.300% Notes due 2053 (the “2053 notes). The 2053 notes will be part of the same series as, and will be fungible with, U.S.$1,200,000,000 aggregate principal amount of our 6.300% Notes due 2053 that we issued on September 8, 2023 and January 26, 2024 (the original 2053 notes), except that the 2053 notes offered and sold in reliance on Regulation S (as defined herein) will be subject to certain U.S. selling restrictions. Accordingly, during a 40-day distribution compliance period commencing on their date of issuance, the 2053 notes offered hereby pursuant to Regulation S will have temporary CUSIPs and ISINs and will only become fully fungible with the original 2053 notes following the termination of such selling restrictions. Holders of the 2053 notes and the original 2053 notes will vote as one class under the indenture.
The 2037 notes will bear interest at the rate of 5.529% per year and will mature on January 30, 2037, and the 2053 notes will bear interest at a rate of 6.300% per year and will mature on September 8, 2053. We refer to the 2037 notes and the 2053 notes, collectively, as the notes and, separately, as a series of notes. The interest on the 2037 notes will be payable semi-annually in arrears on January 30 and July 30 of each year, beginning on July 30, 2026. The interest on the 2053 notes will be payable semi-annually in arrears on March 8 and September 8 of each year, beginning on March 8, 2026.
We may redeem the 2037 notes at our option, in whole or in part, at any time and from time to time prior to the date that is three months prior to the maturity date of the 2037 notes, at a redemption price equal to the greater of 100% of the outstanding principal amount of the 2037 notes to be redeemed and a redemption price based on a make-whole premium, plus acecrued and unpaid interest to the date of redemption. We may redeem the 2053 notes at our option, in whole or in part, at any time and from time to time prior to the date that 1s six months prior to the maturity date of the 2053 notes, at a redemption price equal to the greater of 100% of the outstanding principal amount of the 2053 notes to be redeemed and a redemption price based on a make-whole premium, plus accrued and unpaid interest to the date of redemption. In addition, we may redeem the 2037 notes at our option, in whole or in part, at any time and from time to time, beginning on the date that 1s three months prior to the maturity date of the 2037 notes, at a redemption price equal to 100% of the outstanding principal amount of the 2037 notes to be redeemed, plus acerued and unpaid interest to the date of redemption.
We may redeem the 2053 notes at our option, in whole or in part, at any time and from time to time, beginning on the date that is six months prior to the maturity date of the 2053 notes, at a redemption price equal to 100% of the outstanding principal amount of the 2053 notes to be redeemed, plus accrued and unpaid interest to the date of redemption. Upon the occurrence of specified events relating to Chilean tax law, we may redeem each series of notes in whole, but not in part, at 100% of their principal amount plus accrued and unpaid interest to the date of redemption. See Description of Notes- Redemption-Tax Redemption and — Optional Redemption.
The original 2053 notes are, and the notes will constitute, direct, general, unconditional, unsecured and unsubordinated obligations of Corporación Nacional del Cobre de Chile, a state-owned corporation incorporated under the laws of Chile (“CODELCO or the Company). The notes will rank without any preference equally among themselves and equally with all other unsubordinated and unsecured obligations of CODELCO, other than certain obligations granted preferential treatment pursuant to Chilean law. It 1s understood that this provision will not be construed so as to require CODELCO to make payments under the notes ratably with payments being made under any other obligations. See Description of Notes-Ranking.
We intend to use the net proceeds from the sale of the notes offered hereby for general corporate purposes.
The original 2053 notes are listed, and we intend to apply to list both series of notes, on the Official List of the Luxembourg Stock Exchange and for trading on the Euro MTF market of the Luxembourg Stock Exchange; however, the 2037 notes have not been listed yet. Currently, there 1s no public market for the 2037 notes. No guarantee can be given that such application will be approved or that the 2037 notes will trade in the Euro MTF market.
See Risk Factors beginning on page 28 for a discussion of certain risks that you should consider in connection with an investment in the notes.
Neither the U.S. Securities and Exchange Commission (the SEC) nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this offering memorandum. Any representation to the contrary is a criminal offense.
The original 2053 notes are not, and the notes have not been, registered under the Securities Act, or any state securities laws, and the notes are being offered and sold only to (1) qualified institutional buyers under Rule 144A under the Securities Act and (11) persons outside the United States under Regulation S under the Securities Act. For a description of certain restrictions on the transfer of the notes, see Transfer Restrictions and Plan of Distribution.
The notes will not be registered under Law No. 18,045, as amended (the Securities Market Law), with the Chilean Financial Market Commission (Comisión para el Mercado Financiero or CMF) and, accordingly, the notes cannot and will not be offered or sold to persons in Chile except in circumstances in which they are offered in reliance on an available exemption from such registration. The notes may be privately offered in Chile to certain qualified Investors, pursuant to Rule (Vorma de Carácter General) No. 216, dated June 12, 2008, and to Rule (Norma de Carácter General) No. 336, dated June 27, 2012, of the CMF, as amended.
The notes are being offered pursuant to an exemption from the requirement to publish a prospectus under the Prospectus Regulation of the European Union, and this offering memorandum has not been approved by a competent authority within the meaning of the Prospectus Regulation. The notes are not intended to be offered, sold, or otherwise made available to and should not be offered, sold, or otherwise made available to any retail investor in the European Economic Area.
The notes are being offered pursuant to an exemption from the requirement to publish a prospectus under the UK Prospectus Regulation and this offering memorandum has not been approved by a competent authority within the meaning of the UK Prospectus Regulation. The notes are not intended to be offered, sold, or otherwise made available to and should not be offered, sold, or otherwise made available to any retail investor in the United Kingdom.
Issue price per note due 2037: 100.000% plus accrued interest, if any, from January 30, 2026, if settlement occurs after that date.
Issue price per note due 2053: 101.879% plus accrued interest from (and including) September 8, 2025 to, but excluding, January 30, 2026, totaling U.S.$24.85 per $1,000 principal amount of 2053 notes plus accrued interest, if any, from January 30, 2026, if settlement occurs after that date.
Both series of notes will be delivered in book-entry form only through the facilities of The Depository Trust Company (DTC) and its direct and indirect participants, including Euroclear Bank S.A.N.V. (Euroclear), as operator of the Euroclear system, and Clearstream Banking, S.A., Luxembourg (Clearstream) on or about January 30, 2026.
Joint Book-Running Managers
BofA Securities Credit Agricole CIB HSBC Santander
The date of this offering memorandum is January 27, 2026.
We have not, and the initial purchasers have not, authorized anyone to provide any information other than that contained in this offering memorandum. We and the initial purchasers take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not, and the initial purchasers are not, making an offer of these securities in any jurisdiction where the offer is not permitted. Prospective investors should not assume that the information contained in this offering memorandum is accurate as of any date other than the date on the front of this offering memorandum.
After having made all reasonable inquiries, we confirm that (1) the information contained in this offering memorandum is true and accurate in all material respects, (11) the opinions and intentions expressed herein are honestly held and (111) there are no other facts the omission of which would make this offering memorandum as a whole, or any of such information or the expression of any such opinions or intentions, misleading. CODELCO accepts responsibility accordingly.
Unless otherwise indicated or the context otherwise requires, all references in this offering memorandum to CODELCO, the Company, we, our, ours, us or similar terms refer to Corporación Nacional del Cobre de Chile (CODELCO) together with 1ts subsidiaries.
TABLE OF CONTENTS
Page NOTE REGARDING FORWARD-LOOKING STATEMENT c.ooocccnnccnnnoccnnnccnnnccnnnccnonocnonocononccnonocnonocnnnncconarononeconanos 111 ENFORCEABILITY OF CIVIL LIABIELITIES…..ooooccnnccnnnncnnnicnnnnccnnnccnonocnnnoccnnnccnnncononornnnoronnnrcnonornonoronnnrcnonccnonacnnanenns 1v PRESENTATION OF FINANCIAL AND STATISTICAL INFORMATION ccccoocccnnccnnnccnonicnnnnncnnncononocnnnacnoniconaninonos vi NUI: AA l AIDGINCNO AA 28 USE OF PROCEEDS o.ooooccnnoccnnnccnnnocnnnoconnnccnnnronono cnn enn r ener e RR ner RR nr Renee o nnnernnnrnnnnrc nunc nnnrcnonacnnnicnns 50 CAPITALIZATIOÓN cocccnnccnnnocnnnoconnoconnnronnnn rn ere R enn rr nn nen nnnrnnnnrcnnnrrnnnrenoniconicnns 51 ¡ICON AA 53 SELECTED CONSOLIDATED FINANCIAL DATA ..0ooccoocnnnoccnnnccnnnccnonocnnnconnnccnonocnonocnnnrcnnnrononocnonornnnarcnnnrcnonicnnisos 54 SELECTED OPERATING DATA …occcncccnnnccnnnccnoniocnnnnconnnononocnonrcnnnrcnnnrr nono non ro nn rr none none nnnnrrnnnronnnrrnnnrnonnrcnnnrcnnnrcnnasos 58 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS coooooccnnoconnnccnonocnnnoronnnro nor rn enn RR ene enn nr neuen nnnrcnnnrennnncnoniccnnicnns 60 BUSINESS AND PROPERTIES ….ocoooccnnoccnnnccnnnocnnnnccnnocononoconoronnncononocnonornonrcnnnrr none r non rr nnnrcnnnrr none rnnnnrcnnnrcnnnccnonacnnancnns 83 OVERVIEW OF THE COPPER MARKET ooccooccnnnccnnnccnnnccnnocononccnonocnnnoconnnronnnrcnonocnonoronnnrcnnnrcnnnncnonrnnnnrcnnnrenoneconasos 113 REGULATORY FRAMEWORK o.occcoocccnnccnnnccnnnicnnnocononccnonoconorononocnonocnnnnccnnnrrnnnrrnoncnnnero non rnoneronnnrcnnnonnnnrnnnrcconacinesos 116 VENIAN IA 127 RELATED PARTY TRANSACTIONS cooocccnoccnnnccnnnocnnnocononononoconnoronnnrnnnnnr nono rnnnronnnrr nono rnnnnrnnnnrrnnnrrnonrnnnnrcnnnrenonccnnness 132 FOREIGN INVESTMENT AND EXCHANGE CONTROLS IN CHILE …occooccnnnccnnnoconnnconnnccnnnccnonccnoniccnnnrononicnnnoss 134 DESCRIPTION OF NOTES coooocccnnccnnniocnnnncnnnnccnnnocnnnocnnnronnornnnnrnnn ro nn enn n nen nn rro nn ron ner ener e nonn rn nnnrr none o none nnnnrcnnnranonicnnness 135 TAXATIÍIOÓN coococcconocnnnoconnnocnnnornnnn rn RR R anna Renee n nan nen nnennnnnrnnnrccnnncnnness 149 PLAN OF DISTRIBUTION coccooccnnnccnnnocnnnncnnnnccnnnocnnnornnnoronnrrnnnnr non error rn nn enn n enn nn rr nn error e nnnn rr nnnrrnnnrrnnnrnnnnrcnnnranonicnnness 153 TRANSFER RESTRICTIONS ooooccncccnnnccnnnccnnnocnnnoconnncnnnnocnono corro nor enn r non rn one nn nene nene non rr nnnrr none rnnnnrnonrnnnnrcnnnrenoneconenos 160 VALIDITY OF THE NOTES c.ooccooccnnnocnnnnccnnncononocnnnncnnnorononononornnnnronnnrrnnnnrnonr non rr nnnrr none nnnn rr nnnrrnnnrrnonrnnnnrcnnarenoneconanos 163 INDEPENDENT AUDITORS …0coooccnnnccnnnccnnnoccnnnccnnnocnnnoccnnocnonocnonornnnnrn nono nnnnornnnrrnnnnrr nunc non rnonnrnnnnrrnnnennonrnnnrccnnnconesos 164 GLOSSARY OF CERTAIN MINING TERMS cooccnoccnnnccnnnoconoconnnccnnnccnonoconnnrcnonrcnonocnonorcnnnrcnnnrcnnnncnonnrnnnarcnnnrenoneconenos 165 GENERAL INFORMATION coooccnncccnnnccnnnccnnnocnnnoconnnronnnrrnnnrnn nro nn r enn ener ener ren n rene nr nene n one rrnnnrrnnnrnonrnnnnrcnnnrenonecnnnoss 169 Index to Financial Statements …….occoccocncncccnonunonocnconononanacoccnonnnnnrocronononanenorrnnnnnnnnen ero nonnnnnnnnrrorononennn ro ronnnnnnnnnircrononenaninicinonon: F-1 The notes may not be offered or sold, directly or indirectly, in the Republic of Chile (Chile) or to any resident of Chile, except as permitted by applicable Chilean law.
This offering memorandum has been prepared by CODELCO solely for use in connection with the proposed offering of the securities described herein. This offering memorandum is personal to each offeree and does not constitute an offer to any other person or to the public generally to subscribe for, or otherwise acquire, securities. We and the initial purchasers reserve the right to reject for any reason any offer to purchase any of the notes.
This offering memorandum may only be used for the purposes of this offering.
The initial purchasers make no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this offering memorandum. Nothing contained in this offering memorandum is, or shall be relied upon as, a promise or representation by the initial purchasers as to the past or future.
CODELCO has furnished the information contained in this offering memorandum.
In making an investment decision, prospective investors must rely on their own examination of CODELCO and the terms of the offering, including the merits and risks involved. Prospective investors should not construe anything in this offering memorandum as legal, business or tax advice. Each prospective investor should consult its own advisors as needed to make its investment decision and to determine whether it is legally permitted to purchase the securities under applicable legal investment or similar laws or regulations. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time.
This offering memorandum contains summaries believed to be accurate with respect to certain documents, but reference 1s made to the actual documents for complete information. All such summaries are qualified in their entirety by such reference. Copies of documents referred to herein will be made available to prospective investors (1) upon request to CODELCO or the initial purchasers and (11) at the office of the paying agent.
IN CONNECTION WITH THIS OFFERING, BOFA SECURITIES, INC., CREDIT AGRICOLE SECURITIES (USA) INC., HSBC SECURITIES (USA) INC., AND SANTANDER US CAPITAL MARKETS LLC OR ANY PERSON ACTING FOR ANY OF THEM, MAY OVER ALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED PERIOD AFTER THE ISSUE DATE. HOWEVER, THERE IS NO OBLIGATION FOR BOFA SECURITIES, INC., CREDIT AGRICOLE SECURITIES (USA) INC., HSBC SECURITIES (USA) INC., AND SANTANDER US CAPITAL MARKETS LLC, OR ANY PERSON ACTING FOR ANY OF THEM, TO DO THIS. SUCH STABILIZING, IF COMMENCED, MA Y BE DISCONTINUED AT ANY TIME, AND MUST BE BROUGHT TO AN END AFTER A LIMITED PERIOD.
You must: (1) comply with all applicable laws and regulations in force in any jurisdiction in connection with the possession or distribution of this offering memorandum and the purchase, offer or sale of the notes; and (11) obtain any consent, approval or permission required to be obtained by you for the purchase, offer or sale by you of the notes under the laws and regulations applicable to you in force in any jurisdiction to which you are subject or in which you make such purchases, offers or sales; neither we nor the initial purchasers shall have any responsibility therefor.
In this offering memorandum, unless otherwise specified or the context otherwise requires, a reference to a law or a provision of a law is a reference to that law or provision as extended, amended or re-enacted.
The notes are subject to restrictions on resale and transfer as described under Transfer Restrictions. By purchasing the notes, you will be deemed to have made certain acknowledgments, representations and agreements as described under Transfer Restrictions. You may be required to bear the financial risks of investing in the notes for an indefinite period of time.
The price and amount of the notes to be issued under the offering memorandum will be determined by CODELCO and the initial purchasers at the time of issue in accordance with prevailing market conditions.
You acknowledge that: e you have been afforded an opportunity to request from us, and to review, all additional information considered by you to be necessary to verify the accuracy of, or to supplement, the information contained in this offering memorandum; e you have not relied on the initial purchasers or any person affiliated with the initial purchasers in connection with your investigation of the accuracy of such information or your investment decision; e you have made your own assessment concerning the relevant tax, legal, currency and other considerations relevant to investment in the notes; e you have sufficient knowledge and experience to be capable of evaluating the merits and risks of a prospective investment in the notes; and e noperson has been authorized to give any information or to make any representation concerning us or the notes, other than as contained in this offering memorandum and, 1f given or made, any such other information or representation should not be relied upon as having been authorized by us or the initial purchasers.
This offering memorandum is for distribution only to and 1s directed only at (1) persons who are outside the United Kingdom or (11) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (111) high net worth companies and other persons to whom 1t may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as relevant persons). The notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only with relevant persons. Any person who 1s not a relevant person should not act or rely on this offering memorandum or any of its contents.
The notes are not intended to be offered, sold, or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who 1s one (or more) of: (1) a retail client as defined in point (11) of Article 4(1) of Directive 201465EU (as amended, MIFID IT); or (11) a customer within the meaning of Directive (EU) 201697 (as amended, the Insurance Distribution Directive), where the customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MIFID H. Consequently, no key information document required by Regulation (EU) No 12862014 (as amended, the PRIIPs Regulation) for offering or selling the notes or otherwise making them avallable to retail investors in the EEA, has been prepared and therefore the offering or selling of the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who 1s one (or more) of the following: (1) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 20175653 as 1t forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA; or (11) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the FSMA) and any rules or regulations made under the FSMA to implement Directive (EU) 201697, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 6002014 as 1t forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by the PRIIPs Regulation as 1t forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRITPs Regulation.
See Risk Factors beginning on page 28 for a description of certain risks you should consider before investing in the notes.
11 NOTE REGARDING FORWARD-LOOKING STATEMENTS
This offering memorandum contains forward-looking statements. We may from time to time make forward-looking statements in (1) our annual report; (11) prospectuses, press releases and other written materials; or
(111) oral statements made by our officers, directors or employees to analysts, institutional investors, representatives of the media and others. Examples of these forward-looking statements include: e projections of revenues, profit (loss), capital expenditures, dividends, capital structure or other financial items or ratios; e statements of our plans, objectives or goals, including those relating to anticipated trends, competition, regulation and rates; e statements about our future economic performance or that of Chile or other countries in which we have investments; and e statements of assumptions underlying these statements.
Words such as believe, could, may, will, anticipate, plan, expect, intend, target, estimate, project, potential, guideline, should and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying these statements.
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Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in these forward-looking statements. These factors, some of which are discussed under Risk Factors, include economic and political conditions and government policies in Chile or elsewhere, inflation rates, exchange rates, regulatory developments and changes in Chilean law, customer demand, competition, unanticipated mining and production problems, commodity prices, relations with employees and contractors, variances in ore grade, adverse weather conditions and natural disasters. We caution you that the foregoing list of factors 1s not exclusive and that other risks and uncertainties may cause actual results to differ materially from those in forward-looking statements.
You are cautioned not to place undue reliance on these forward-looking statements which reflect our views only as of the date they are made, and we do not undertake any obligation to update them or publicly to release the result of any revisions to these forward-looking statements in light of new information or future developments after the date of this offering memorandum.
By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance.
New risk factors emerge from time to time, and 1t 1s not possible for us to predict all such risk factors. We cannot assess the impact of all risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, you should not place undue reliance on forward-looking statements as a prediction of actual results.
111 ENFORCEABILITY OF CIVIL LIABILITIES
CODELCO is a state-owned enterprise organized under the laws of Chile. All of 1ts directors and executive officers and certain experts named in this offering memorandum reside outside the United States (principally in Chile), and all or a substantial portion of the assets of CODELCO and of such persons are located outside the United States.
As a result, 1t may not be possible for investors to effect service of process within the United States on, or bring actions or enforce foreign judgments against, CODELCO or such persons in U.S. courts. In addition, CODELCO has been advised by 1ts Chilean counsel, Carey y Cía. Ltda., that no treaty exists between the United States and Chile for the reciprocal enforcement of foreign judgments. There 1s also doubt as to the enforceability in Chilean courts of judgments of U.S. courts obtained in actions predicated upon the civil liability provisions of U.S. federal securities laws. Chilean courts, however, have enforced judgments rendered in the United States by virtue of the legal principles of reciprocity and comity, subject to the review in Chile of the U.S. judgment in order to ascertain whether certain basic principles of due process and public policy have been respected, without reviewing the merits of the subject matter of the case. If a U.S. court grants a final judgment for the payment of money, enforceability of this judgment in Chile will be subject to obtaining the relevant exequatur (1.e., recognition of enforceability of the foreign judgment) in a proceeding before the Chilean Supreme Court, according to Chilean civil procedure law in effect at that time and satisfying certain legal requirements. Currently, the most important of these requirements are (except when a treaty between the United States and Chile exists for the reciprocal enforcement of foreign judgments): e the judgment will be enforced if there is reciprocity, as to the enforcement of judgments (1.e., the relevant
U.S. court would enforce a judgment of a Chilean court under comparable circumstances). If reciprocity cannot be proven, the foreign judgment will not be enforced in Chile; e ¡freciprocity cannot be proven, the foreign judgment will be enforced, nonetheless, if: (1) 1t does not contain anything contrary to Chilean law, notwithstanding the differences in procedural rules; (11) 1t 1s not contrary to Chilean jurisdiction and public policy; (111) 1t has been duly served, although the defendant may prove that, for other reasons, he or she was prevented from using a defect in service of process as a defense; and (1v) 1t is final under the laws of the country where the judgment or arbitral award, as the case may be, was rendered. With respect to service of process, the Chilean Supreme Court has decided that, to determine that process was duly served, service should be considered valid in the jurisdiction where the case was decided and 1t can be proven that the defendant had actual knowledge of the suit; and e in any event, the foreign judgment must not be contrary to the public policy of Chile or Chilean jurisdiction and must not affect in any way any property located in Chile, which, as a matter of Chilean law, are exclusively subject to the jurisdiction of Chilean courts.
If the exequatur is granted, then the judgment may be enforced by a lower court through a collection proceeding under Chilean civil procedure law.
In addition, 1t may be necessary for investors to comply with certain procedures, including evidence of timely payment of the stamp taxes (currently at a rate 0f 0.066%. per month or fraction thereof elapsed between the issuance and the maturity of the notes, calculated over the principal amount of the notes, with a maximum 0.8% over the principal amount, which would be the stamp tax rate applicable to this case to be paid by CODELCO), to file a lawsuit concerning the Notes in a Chilean court.
Also, foreign judgments specifically related to properties located in Chile, including the attachment of liens on such properties, could be considered to violate Chilean law because such properties are exclusively subject to Chilean law and to the jurisdiction of Chilean courts.
Lastly, CODELCO has been advised by Carey y Cía. Ltda. that there 1s doubt as to the enforceability in original actions in Chilean courts of liabilities predicated solely upon U.S. federal securities laws.
1V The notes, the indenture and the purchase agreement will provide that CODELCO will appoint Cogency Global Inc. in New York City as 1ts agent upon whom process may be served in any action arising out of or based upon, respectively, the notes, the indenture, the purchase agreement or the transactions contemplated thereby, which may be instituted in any federal or state court having subject matter jurisdiction. See Description of Notes.
Pursuant to the Chilean Mining Code, mining concessions as well as certain raw materials and other property or assets permanently dedicated to the exploration or extraction of minerals cannot be subject to an order of attachment, except with respect to mortgages, in the case that the debtor consents to the attachment in the same enforcement proceeding or when the debtor 1s a stock corporation. In addition, pursuant to the Chilean constitution (the Constitution), mining concessions corresponding to mining deposits exploited by CODELCO upon its creation in 1976 cannot be subject to attachment nor to any act of disposition by CODELCO. As a result, the rights of holders to attach property of CODELCO in the event of a default under the notes would be limited by such provisions. See Regulatory Framework–Mining Regulations.
PRESENTATION OF FINANCIAL AND STATISTICAL INFORMATION
In this offering memorandum, references to U.S.$, $, U.S. dollars and dollars are to United States dollars and references to ¿ and cents are to United States cents (U.S.$0.01). References to pesos, CLP or Ch$ are to Chilean pesos, references to UF are to Unidades de Fomento, references to UTAs are to Unidades Tributarias Anuales and references to UTMs are to Unidades Tributarias Mensuales. References to AUS$ and AUD are to Australian dollars. References to HKD are to Hong Kong dollars. The UF is an inflation-1ndexed Chilean monetary unit that is linked to, and adjusted daily to reflect changes in, the Chilean consumer price index during the preceding 30 days. References to euro or € are to the legal currency of the European Economic and Monetary Union.
CODELCO, as an issuer of publicly traded securities in Chile, is required by Circular No. 368 (Oficio Circular No. 368) of October 2006, as amended, of the Chilean Market Commission (Comisión para el Mercado Financiero, the Chilean securities authority, or CMF) to prepare and report consolidated financial statements in accordance with IFRS Accounting Standards (IFRS) issued by the International Accounting Standards Board (TIASB).
The audited consolidated financial statements as of and for the years ended December 31, 2022 and 2023 and the audited consolidated financial statements as of and for the years ended December 31, 2023 and 2024 included herein are referred to as the 2022-2023 Consolidated Financial Statements and the 2023-2024 Consolidated Financial Statements, respectively. The 2022-2023 Consolidated Financial Statements and the 2023-2024 Consolidated Financial Statements (together, the Audited Annual Consolidated Financial Statements) are presented in accordance with IFRS issued by the IASB.
The unaudited interim consolidated financial statements as of September 30, 2025 and for the nine-month periods ended September 30, 2024 and 2025 included herein (the Unaudited Interim Consolidated Financial Statements) are presented in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting, the standard of IFRS Accounting Standards applicable to the preparation of the interim consolidated financial statements. The Unaudited Interim Consolidated Financial Statements and the Audited Annual Consolidated Financial Statements are referred to together as the Consolidated Financial Statements.
The accounting policies adopted in the preparation of the Unaudited Interim Consolidated Financial Statements are consistent with those applied in the preparation of the Audited Annual Consolidated Financial Statements.
Unless otherwise indicated, the Consolidated Financial Statements and other financial information concerning CODELCO included herein are presented in U.S. dollars in conformity with Decree Law No. 1,350 of 1976 (Decree Law No. 1,350), published in the Diario Oficial de la República de Chile (Official Gazette) on February 28, 1976, as amended by Law No. 20,392 (Law 20,392) published in the Official Gazette on November 14, 2009, and for periods after January, 1, 2009, in accordance with IFRS. Decree Law No. 1,350 (as amended from time to time) 1s the Chilean law pursuant to which CODELCO was created and which provides for its governance.
Because the notes offered hereby have not been and will not be registered with the SEC, this offering memorandum does not and i1s not required to comply with the applicable requirements of the Securities Act, and the related rules and regulations adopted by the SEC, which would apply if the notes offered hereby were being registered with the SEC.
The U.S. dollar 1s the currency used in the primary economic environment in which CODELCO operates.
Nevertheless, as an international company operating primarily in Chile, as well as in several other Latin American countries, several European countries and China, a portion of CODELCOs business 1s transacted in Chilean pesos and other non-dollar currencies.
The body of generally accepted accounting principles is commonly referred to as GAAP. A non-GAAP financial measure 1s generally defined by the SEC as one that purports to measure historical or future financial performance, financial position or cash flows but: (1) excludes amounts, or 1s subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the issuer?s statement of income, balance sheet or statement of cash flows (or equivalent statements); or (11) includes amounts, or 1s subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented.
In this offering memorandum, CODELCO discloses several non-GAAP financial measures, including Adjusted EBIT, Adjusted EBITDA), cash cost, total costs and expenses, financial debt and total debt to capitalization. Adjusted EBIT is calculated by adding finance cost, impairment charges and income tax expense to profit (loss) for the period. Adjusted EBITDA is calculated by adding finance cost, income tax expense, depreciation and amortization of assets plus export taxes and impairment charges to profit (loss) for the period. Impairments include charges and reversals related to charges of investment projects, research projects and investment in associates and joint ventures and exclude impairment charges related to definite-lived tangible assets which show indicators of Impalirment under International Accounting Standard No. 36. Cash cost 1s calculated in accordance with the methodology specified by Brook Hunt Associates for the determination of Cl cost (cash cost) and includes all direct cash costs of mining, including costs associated with extraction, leaching, smelting and further processing of copper ores into refined metal, as well as labor, electricity, diesel, finance costs, third-party services, other costs, transportation and physical plant costs associated with those processes, net of income from sales of byproducts. Cash cost is presented as a nominal dollar amount, usually expressed as cents per pound, and excludes provisions, amortization, depreciation and central office costs. Total cost and expenses includes all cost and expenses that the cash cost calculation includes, plus other non-cash direct expenses such as depreciation expenses, among others.
Financial debt 1s calculated as loans from financial institutions plus bonds issued. Total debt to capitalization includes total financial debt divided by total financial debt plus total equity.
Adjusted EBIT and Adjusted EBITDA data are included in this offering memorandum because such data are used by investors to assess: (1) the operating trends and financial performance of the Company and (11) the ability of the Company to (a) service its existing debt, (b) incur new debt and (c) fund its capital expenditures.
CODELCO believes that Adjusted EBIT and Adjusted EBITDA, while providing useful information, should not be considered in isolation or as a substitute for profit for the period as an indicator of operating performance or as an alternative to cash flow as a measure of liquidity. Adjusted EBIT and Adjusted EBITDA are not measures of financial performance in accordance with IFRS. Additionally, CODELCO’s calculation of Adjusted EBIT and Adjusted EBITDA may differ from the calculation used by other companies and, therefore, comparability may be affected.
Cash cost 1s disclosed in this offering memorandum because 1t is a widely used measure of costs in the mining industry. CODELCO believes that cash cost, while providing useful information, should not be considered in isolation or as a substitute for cost of sales, cost of selling and administrative expenses or as an indicator of costs. Cash cost 1s not a measure of financial performance in accordance with IFRS.
CODELCO also presents certain ratios and margins that are derived using Adjusted EBITDA, including the ratio of debt to Adjusted EBITDA, the Adjusted EBITDA coverage ratio and earmnings to fixed charges (adjusted).
CODELCO believes that these ratios are widely used by investors to measure our performance. In the section titled Summary Consolidated Financial Data, CODELCO provides a reconciliation of Adjusted EBIT and Adjusted EBITDA to profít, along with the ratio of debt to Adjusted EBITDA, Adjusted EBITDA coverage ratios and ratio of earnings to fixed charges (adjusted), for the relevant periods.
These non-GAAP financial measures may not be comparable to similarly titled measures of other companies.
The assumptions underlying the non-GAAP financial measures have not been audited in accordance with International Standards on Auditing or any other generally accepted auditing standards.
In evaluating the non-GAAP financial measures, investors should carefully consider the financial statements of the Company included in this offering memorandum. Although certain of this data has been extracted or derived from the financial statements included in this offering memorandum, this data has not been audited or reviewed by the independent auditors.
Under the accounting policies adopted by CODELCO, gross profit 1s calculated before the provision for a 10% special export tax. Under Law No. 21,174 of 2019, as amended, that repealed Law No.13,196 of 1958 (the Copper Reserve Law), CODELCO is required to pay a special export tax on the sales revenues that CODELCO derives from the export of copper sourced and related byproducts produced by CODELCO. In addition, CODELCO 1s subject to the new mining royalty tax under Law 21,591 (the Mining Royalty Law), which generally comprises an Ad Valorem component which applies a tax rate of 1% on annual copper sales, and a mining margin component which applies a progressive tax rate (1.e., 8%-26%) on the adjusted taxable mining operating margin. In addition, a maximum potential tax burden of 46.5% 1s established on the mining entity?s operating profitability, measured as the adjusted pre-taxable mining operating income. See Risk Factors-Risks Relating to CODELCOs Relationship with the Government of Chile-CODELCO is subject to special taxes for additional information on these special taxes, including the mining tax rate effective for 2021, 2022, 2023 and 2024. Certain figures included in this offering memorandum and in the Consolidated Financial Statements have been rounded for ease of presentation. Percentage figures included in this offering memorandum have in some cases been calculated on the basis of such figures prior to rounding. For this reason, certain percentage amounts in this offering memorandum may vary from those obtained by performing the same calculations using the figures in the Consolidated Financial Statements. Certain other amounts that appear in this offering memorandum may not sum due to rounding.
The Observed Exchange Rate (as defined herein under Exchange Rates) reported by the Central Bank of Chile (1) as of January 3, 2022 was Ch$844.69 = U.S.$1.00; (11) as of January 3, 2023 was Ch$855.86 = U.S.$1.00;
(111) as of October 3, 2023 was Ch$902.26 = U.S.$1.00; (1v) as of January 2, 2024 was Ch$877.12 = U.S.$1.00; (v) as of January 2, 2025 was Ch$996.46 = U.S.$1.00; and (vi) as of September 30, 2025 was Ch$961.24 = U.S.$1.00. This offering memorandum contains translations of certain Chilean peso amounts into dollars at specified rates solely for the convenience of the reader. These translations should not be construed as representations that the Chilean peso amounts actually represent such dollar amounts or could, at this time, be converted into dollars at the rate indicated.
The Federal Reserve Bank of New York does not report a noon buying rate for Chilean pesos. Unless otherwise indicated, such dollar amounts have been converted from Chilean pesos at an exchange rate of Ch$870.71 per
U.S.$1.00, which corresponds to the Observed Exchange Rate on January 26, 2026.
In this offering memorandun, all tonnage information 1s expressed in metric tons and all references to ounces are to troy ounces, in each case, unless otherwise specified. Except where otherwise noted, tonnage information in this offering memorandum does not include: (1) CODELCOs 49.0% direct share of the El Abra deposit, which is mined by Sociedad Contractual Minera El Abra and 51.0% owned by Cyprus El Abra Corporation, a subsidiary of Freeport-McMoRan Inc., (11) CODELCOs 20.0% share of Anglo American Sur S.A. (Anglo American Sur), or (111) CODELCO*s 10% share of Compañía Minera Teck Quebrada Blanca S.A. deposit, which 1s mined by Teck Resources Ltd. (Teck Resources), Sumitomo Metal Mining Co., Ltd. (Sumitomo Metal Mining) and Sumitomo Corporation (Sumitomo Corporation), unless otherwise specified. See Business and Properties-Copper Production- Associations, Joint Ventures and Partnerships-SCM El Abra, – Anglo American Sur and -Compañía Minera Teck Quebrada Blanca S.A. for a description of these interests. Certain terms relating to the copper mining business are defined in Glossary of Certain Mining Terms.
Market information regarding CODELCO’s share of copper production and relative cost position has been derived by CODELCO from third-party sources, including reports from Brook Hunt 4 Associates, and from CODELCOs own industry research. Brook Hunt £ Associates publishes periodic reports containing global copper production data and cost analysis by mine site. While CODELCO believes that 1ts estimates are reliable, such estimates have not been confirmed by independent sources. The Consolidated Financial Statements do not necessarily reflect the value of CODELCOs mining concessions or 1ts resources and reserves. Fair value of mining properties acquired through business combinations is reflected in the Consolidated Financial Statements when acquired.
With respect to any information included herein and specified to be sourced from a third party, CODELCO confirms that such information has been accurately reproduced and that, as far aa CODELCO is aware and is able to ascertain from information published by such third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.
As used in this offering memorandum, Chuquicamata, Radomiro Tomic, Gabriela Mistral, El Teniente, Andina, Salvador, Mina Ministro Hales and Ventanas refer to divisions of CODELCO, not the mines having those names, unless otherwise required by context.
SUMMARY
This summary must be read as an introduction to this offering memorandum and any decision to invest in the notes should be based on a consideration of the offering memorandum as a whole.
The following summary is qualified in its entirety by the more detailed information and financial statements appearing elsewhere in this offering memorandum. Except as otherwise disclosed herein or indicated, financial information with respect to CODELCO provided in this offering memorandum has been presented in U.S. dollars and prepared in accordance with IFRS.
CODELCO is the worlds largest copper producer and one of the largest companies in Chile in terms of revenues, which in 2024 amounted to U.S.$17.0 billion. As of December 31, 2024, CODELCOs total assets were U.S.$49.7 billion and equity amounted to U.S.$11.3 billion. As of September 30, 2025, CODELCOSs total assets were U.S.$52.1 billion and equity amounted to U.S.S$11.2 billion.
CODELCO engages primarily in the exploration, development and extraction of ores bearing copper and byproducts, the processing of ore into refined copper and the international sale of refined copper and byproducts.
CODELCO is wholly-owned by the Chilean state and controls approximately 4.7% of the world?s proved and probable copper reserves, as such terms are defined by the U.S. Geological Survey.
In 2024, CODELCO had an estimated 6.3% share of total world copper production, with production amounting to approximately 1.442 million metric tons, including: (1) CODELCO”s share of the El Abra deposit, which 1s mined by Sociedad Contractual Minera El Abra and owned 49.0% by CODELCO and 51.0% by Cyprus El Abra Corporation (a subsidiary of Freeport-McMoRan Inc.);(11) CODELCOs share of Anglo American Sur (of which CODELCO owns a
20.0% indirect share); and (111) CODELCOs share of Quebrada Blanca (of which CODELCO owns a 10.0% share), and an estimated 6.2% share of the world?s molybdenum production, with production amounting to approximately 16.1 thousand metric tons excluding CODELCO'”s share of Anglo American Sur.
CODELCOs main commercial product is Grade A cathode copper. In 2024 and for the nine-month period ended September 30, 2025, CODELCO derived 92.4% and 93.1% of its total sales from copper and 7.6% and 6.9% of 1ts total sales from byproducts of its copper production, respectively.
CODELCOSs sales of copper in 2024 were geographically diversified, with approximately 48.0% of sales made to Asia, including approximately 38.1% to China, as well as approximately 41.0% to North and South America and 11.0% to Europe. CODELCO”s top ten customers purchased approximately 41.9% of its total copper sales volume in 2024.
CODELCO*”s copper operations are divided into the following e1ght divisions: e The El Teniente Division operates the El Teniente mine, which 1s the worlds largest underground copper mine and has been in operation for more than 100 years. The El Teniente Division includes the Caletones smelter. In 2024, this division produced 356,372 metric tons of copper, or 24.7% of CODELCOS*s total copper output (including CODELCOs share of the El Abra deposit, Anglo American Sur and Quebrada Blanca), with a cash cost of 156.6 cents per pound, compared to 138.0 cents per pound in 2023, and a total cash cost of U.S.$1,214.0 million in 2024, compared to U.S.$1,060 million in 2023. During the first nine months of 2025, this division produced 234,334 metric tons of copper with a cash cost of 153.5 cents per pound and a total cash cost of U.S.$782.4 million. On July 31, 2025, a seismic event occurred at the El Teniente mine, resulting in the tragic loss of six lives. The incident led to the suspension of operations across multiple sectors. As of the date of this offering memorandum, most areas have been authorized to resume their activities; however, operations in Recursos Norte and Andesita (part of the New Mine Level structural project) remain suspended. For more information, see Recent Developments-Fatal accident at El Teniente Division.
e The Radomiro Tomic Division operates the Radomiro Tomic mine, which began 1ts first full year of production in 1998. In 2024, this division produced 270,479 metric tons of copper cathodes, or 18.8% of CODELCOS*s total copper output (including CODELCO’s share of the El Abra deposit, Anglo American
Sur and Quebrada Blanca), with a cash cost of 239.9 cents per pound, compared to 235.9 cents per pound in 2023, and a total cash cost of U.S.$1,410.1 million in 2024 compared to U.S.$1,617.2 million in 2023.
During the first nine months of 2025, this division produced 214,220 metric tons of copper with a cash cost of 247.8 cents per pound and a total cash cost of U.S.$1,151.2 million.
The Chuquicamata Division operates the Chuquicamata mine, one of the largest copper-producing mines in the world, which began 1ts operations in 1915 and currently includes smelting and refining capacities. In 2024, this division produced 289,013 metric tons of copper cathodes, or 20.0% of CODELCOS*”s total copper output (including CODELCOs share of the El Abra deposit, Anglo American Sur and Quebrada Blanca), with a cash cost of 149.8 cents per pound, compared to 158.5 cents per pound in 2023, and a total cash cost of U.S.$938.1 million in 2024, compared to U.S.$ 851.7 million in 2023. During the first nine months of 2025, this division produced 169,600 metric tons of copper with a cash cost of 167.6 cents per pound and a total cash cost of U.S.$612.7 million.
The Mina Ministro Hales Division was created in 2010 for the operation of the Mina Ministro Hales ore body, which first began producing copper at the end 0£ 2013. In 2024, this division produced 122,208 metric tons of copper, or 8.5% of CODELCOS'”s total copper output (including CODELCO”s share of the El Abra deposit, Anglo American Sur and Quebrada Blanca), with a cash cost of 196.7 cents per pound, compared to 200.7 cents per pound in 2023, and a total cash cost of U.S.$513.2 million in 2024, compared to
U.S.$539.4 million in 2023. During the first nine months of 2025, this division produced 105,262 metric tons of copper with a cash cost of 202.3 cents per pound and a total cash cost of U.S.$454.2 million.
The Andina Division currently operates the Sur open pit mine, where it carries out its mineral extraction activities. It does not have independent smelting capacity. Andina has been in operation since 1970. In 2024, this division produced 181,609 metric tons of copper, or 12.6% of CODELCOs total copper output (including CODELCO*”s share of the El Abra deposit, Anglo American Sur and Quebrada Blanca), with a cash cost of 225.5 cents per pound, compared to 230.3 cents per pound in 2023, and a total cash cost of
U.S.$872 million in 2024, compared to U.S.$807 million in 2023. During the first nine months of 2025, this division produced 127,467 metric tons of copper with a cash cost of 248.8 cents per pound and a total cash cost of U.S.$675.4 million.
The Gabriela Mistral Division was created in 2013 and operates the Gabriela Mistral mine, which uses SX-EW technology. The Gabriela Mistral mine produced its first copper cathodes in 2008 after a 26-month construction period. In 2024, this division produced 103,075 metric tons of copper, or 7.1% of CODELCOs total copper output (including CODELCOs share of the El Abra deposit, Anglo American Sur and Quebrada Blanca), with a cash cost of 271.3 cents per pound, compared to 292.5 cents per pound in 2023, and a total cash cost of U.S.$617 million in 2024, compared to U.S.$682 million in 2023. During the first nine months of 2025, this division produced 58,850 metric tons of copper with a cash cost of 370.5 cents per pound and a total cash cost of U.S.$480.7 million.
The Salvador Division operates the Salvador mine and concentrator and the smelterrefinery complex at Potrerillos, which has the capacity to treat 671,000 metric tons of concentrate. In 2024, this division produced 5,673 metric tons of copper cathodes, or 0.4% of CODELCO”s total copper output (including CODELCOSs share of the El Abra deposit, Anglo American Sur and Quebrada Blanca), with a cash cost of
170.3 cents per pound, compared to 575.5 cents per pound in 2023, and a total cash cost of U.S.$25.8 million in 2024, compared to U.S.$164.3 million in 2023. During the first nine months of 2025, this division produced 27,402 metric tons of copper with a cash cost of 241.6 cents per pound and a total cash cost of
U.S.$142.6 million.
The Ventanas Division was created in connection with the acquisition of the Ventanas smelterrefinery complex from Chiles state-owned mining company Empresa Nacional de Minería (ENAMT) in 2005. In 2024, this division refined 287.2 thousand metric tons of copper, compared to 357.2 thousand metric tons of copper in 2023. During the first nine months of 2025, the Ventanas Division refined 201 thousand metric tons of copper. Pursuant to the terms of the acquisition, CODELCO is required to provide on market terms the necessary smelting and refining capacity for the treatment of copper concentrate delivered by the small- and medium-sized mining industry that ENAMI serves. In May 2023, Law No. 21,546 permitted the gradual closure of the Ventanas smelterrefinery complex and after almost 60 years of operation, the furnaces at Ventanas Division smelting plant were shut down. The transition of its former workers successfully concluded, with 58.8% of workers opting for an exit plan, 26.9% retrained for new roles at the Ventanas division, and 14.3% relocated to other divisions, following the smelters closure. As of the date of this offering memorandum, CODELCO continues to operate in the area through its refinery.
e The Chuquicamata Division, the Radomiro Tomic Division, the Mina Ministro Hales Division, the Gabriela Mistral Division and the Salvador Division form part of CODELCOs Northern Operations (Operaciones Norte). The Andina Division, the El Teniente Division and the Ventanas Division form part of CODELCOs Central Southern Operations (Operaciones Centro Sur). For a description of CODELCO”s associations with other companies, see Business and Properties-Copper Production-Associations, Joint Ventures and Partnerships.
Competitive Strengths CODELCO believes that 1t has certain distinguishing competitive strengths: e Copper Reserves. CODELCO controls approximately 4.7% of the world?s proved and probable copper reserves. In 2024, CODELCOs proved and probable reserves represented at least 30 years of future production at current levels.
e Market Presence. CODELCO is the largest copper producer in the world, with an estimated 6.3% share of the total world copper production and 1.44 million metric tons (including CODELCO*s share of the El Abra deposit, Anglo American Sur and Quebrada Blanca) of production in 2024. CODELCO is also one of the largest producers of molybdenum in the world, with an estimated 6.2% share of total world molybdenum production, producing 16,099 metric tons in 2024 (excluding CODELCOs share of Anglo American Sur).
CODELCO believes that its significant market presence gives the Company certain advantages in the marketing of 1ts products.
e Research and Technological Innovation. CODELCO remains competitive by developing and incorporating new technologies into its production processes, which aim to improve overall operations, including mining processes, efficiency, productivity, environmental protection and worker safety.
e Stable, Long-term and Geographically Diverse Customer Base. CODELCO has developed long-term relationships with the majority of its customers, including some of the leading manufacturers in the world.
e Financial Strength. In 2024, CODELCOs Adjusted EBITDA amounted to U.S.$5.4 billion. Total debt to capitalization was 66.9% as of December 31, 2024, and the ratio of net financial debt to Adjusted EBITDA was 2.8. As of September 30, 2025, CODELCOs Adjusted EBITDA amounted to U.S.$4.1 billion and total debt to capitalization for the nine-month period ended September 30, 2025, was 68.7%.
e Management Efficiency and Flexibility. CODELCO believes that 1t has a highly experienced workforce and executive team with a proven track record of managing long-life copper reserves that 1s able to respond to market changes by adjusting the allocation of 1ts resources and operations among several different methods of production and ore deposits.
e Oneof the Leading Companies in Chile. CODELCO is one of the largest companies in Chile in terms of revenues as of December 31, 2024 (U.S.$17 billion) and 1s a key contributor to the budget ofthe Government of Chile. In 2024, CODELCO contributed U.S.$1.5 billion to the Chilean Treasury and accounted for approximately 14.5% of Chile*s total exports. See Managements Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Distributions to the Chilean Treasury and Regulatory Framework.
Business Strategy
CODELCO*s mission 1s to maximize its economic, environmental and social value and its contribution to the Chilean state in a sustamable manner, through 1ts own operations and partnerships in copper, lithium and their by- products. CODELCO is currently executing the following key strategic initiatives: e Capital Expenditure Program. We seek to maintain and improve our competitive position in the industry through our three-year capital expenditure program. CODELCO expects to make capital expenditures of approximately
U.S.$17.16 billion between 2025 and 2027 (current project portfolio and mine development), in addition to
U.S.$5279.0 million in 1ts subsidiaries. We expect these expenditures to be funded with a combination of internal and external resources. For a complete list of planned capital expenditures, see Business and Properties-Copper Production-Operations. CODELCOs expansion and development of major projects between 2025 and 2027 are expected to include: o The Chuquicamata Underground Project, the gradual transformation of the Chuquicamata mine from an open pit mine to an underground operation. This project considers the exploitation of the mine in three levels, the first of which started production in 2019 and comprised an initial investment of approximately U.S.$5.96 billion.
Within 2025-2027, CODELCO expects an investment of U.S.$585.0 million on the continuity infrastructure of the first level (Phase I Project – construction progress of 81%) and expects to spend U.S.$329.0 million in the first level expansion project (First Level Continuity Project), enabling the continuous growth of the current production level. Early studies for the exploitation of the second level are ongoing. The third level 1s still in the early engineering stages.
o The reallocation of a part of the Andina concentrator plant, which involves maintaining the treatment capacity of the plant using two production lines has been completed.
o The development of a new production level in the existing El Teniente underground mine (an approximate investment of U.S.$2.20 billion between 2025 and 2027) to maintain El Tenientes annual copper production at 1ts current level. The new mining level has been divided into three separate projects: (1) Andes Norte, (11) Andesita, and (111) Diamante. As of September 30, 2025, progress made on the structural projects was as follows: the Andes Norte project reached 80% completion, while the Diamante project reached 49% completion. At the end of September 2025, both projects obtained clearance from the National Geology and Mining Service (Servicio Nacional de Geología y Minería or SERNAGEOMIN) and the Labor Directorate (Dirección del Trabajo), enabling the incorporation of key personnel and the implementation of a progressive return plan. Simultaneously, the Andesita project will continue under review following the incident that occurred on July 31, 2025. For more information, see Recent Developments-Fatal accident at El Teniente Division.
O The development of the Inca Pit project is designed to extend the production of the Salvador Division and is currently in ramp up. It requires an approximate investment of U.S.$0.49 billion between 2025 and 2027 to finish remaining infrastructure. As of September 30, 2025, after the construction of the concentrator plant was finalized, the project reached a 93% overall completion status.
o Radomiro Tomic expects the completion in 2026 of the feasibility stage of its new sulfide operation, concentrator plant and the continuity of leaching operations, representing an approximate investment of
U.S.5216.0 million between 2025 and 2027.
e Focus on curbing production costs. For many years, CODELCO was within the first or second quartiles in the industry with respect to costs. This position was primarily attributable to the quality of 1ts ore bodies, 1ts economies of scale and the experience of 1ts workforce and management. Currently, CODELCO is in the third quartile of the industrys cost curve. The Company intends to make every effort, through investment and management, to be within the first or second quartiles of the industry?s cost curve in the long-term. In 2024, CODELCO’s total costs and expenses decreased by 6.1 cents per pound, or 1.8%, to 329.0 cents per pound, compared to 335.1 cents per pound in 2023 and 310.9 cents per pound in 2022, mainly due to the revaluation of peso-denominated liabilities resulting from the depreciation of the Chilean peso against the U.S. dollar as well as lower input costs (mainly energy, spare parts, and materials), and higher production volumes. For the first nine months of 2025, CODELCO*”s total costs and expenses increased by 22.1 cents per pound (6.4%) to 368.5 cents per pound, compared to 346.4 cents per pound for the same period in 2024, mainly due to the appreciation of the Chilean peso against the U.S. dollar, increased activity at the Radomiro Tomic Division and at Salvador?s open-pit mine-which was halted last year during its ramp-up phase-partially offset by higher production volumes and increased by-product output and sales. In 2024, CODELCOS”s total costs and expenses decreased to U.S.$10.4 billion, compared to U.S.$10.7 billion in 2023 and
U.S.$9.7 billion in 2022, mainly due to lower operating costs driven by lower energy and input prices, inventory adjustments, and reduced spending on materials and fuel. These effects were partially offset by higher transferred costs and increased financial expenses.
For the first nine months of 2025, CODELCOs total costs and expenses amounted to U.S.$8.4 billion, compared to
U.S.$7.5 billion for the same period in 2024, primarily due to higher operating costs mainly as a result of equipment rentals and plant maintenance and higher labor costs as a consequence of the foreign exchange rate appreciation. In 2024, CODELCOS*s cash cost of production was 199.1 cents per pound, compared to 203.1 cents per pound in 2023 and 165.4 cents per pound in 2022.
For the first nine months of 2025, CODELCOs cash cost of production was 214.0 cents per pound, compared to
205.0 cents per pound for the same period in 2024 primarily due to higher operational costs, particularly equipment rentals associated with efforts to accelerate mine development, as well as maintenance materials, and increased activity at the Radomiro Tomic and the Salvador divisions. The increase was partially offset by higher byproduct revenues and increased production. In 2024, CODELCO’s total cash cost was U.S.$5.7 billion, compared to
U.S.$5.8 billion in 2023 and U.S.$5.2 billion in 2022.
For the first nine months of 2025, CODELCO”s total cash cost was U.S.$4.4 billion, as compared to U.S.$4.1 billion for the same period in 2024, including certain cash cost incurred at the corporate level. See Management’s Discussion and Analysis of Financial Condition and Results of Operations-Overview.
Improvement in Operations. A number of improvement initiatives are underway to adopt best industry practices, most notably in the areas of labor productivity, asset utilization rates and process efficiency. Together with 1ts capital expenditure program, these initiatives are expected to enhance CODELCOs competitive position. The Company operates in a cyclical business and CODELCO*s strategy 1s to ensure that 1t is able to take full advantage of high copper prices. The Company 1s developing a number of plans to achieve production targets in the coming years.
These plans mainly focus on reducing the risk of disruptions to production and providing increased flexibility to 1ts operations.
Exploration Efforts. CODELCO controls the largest copper reserves worldwide, the Companys single most important long-term competitive advantage. The discovery of new mining resources and improving its ability to locate existing ore bodies and prospects are critical to maintaining this preeminent position in the industry.
Accordingly, the Company?s exploration program will continue to be a key part of 1ts business strategy.
Investment in Human Capital. The successful execution of CODELCOs business strategy relies on attracting and retanning a world-class management team and professionals of the highest caliber, as well as promoting a culture of diversity and inclusion. The mining industry faces increased competition for workforce talent. As a result, the Company intends to continue improving career development opportunities for 1ts staff and the overall attractiveness of CODELCO as a preferred employer.
Mining Association with Third Parties. CODELCO seeks to continue to develop and operate assets in association with third parties where these associations will add value to CODELCOs business. A few examples of the Company?*s willingness and ability to do so are: (1) the association with Freeport-McMoRan Inc. in the El Abra copper mine (CODELCO owns 49.0%), (11) the association with Anglo American plc (Anglo American), Mitsul ᣠCo., Ltd. (Mitsur) and Mitsubishi Corporation (Mitsubishi Corporation) in Anglo American Sur (CODELCO owns an indirect 20.0% interest), (111) the association with Teck Resources, Sumitomo Metal Mining and Sumitomo Corporation in Compañía Minera Teck Quebrada Blanca S.A. (CODELCO owns 10.0%), (1v) the association with
Sociedad Química y Minera de Chile S.A. (SQM) in the new lithium joint venture in Salar de Atacama (CODELCO will control 50% plus one share of the new venture once the specific conditions are fulfilled, with SOM maintaining general management responsibilities from 2025-2030 and CODELCO assuming full management control in 2031), and (v) the association with Rio Tinto Chile Dos SpA (Rio Tinto) in the development of the lithium project in the Maricunga salt flat (CODELCO will control 50.01%). CODELCO believes its large mining reserve 1s a strong platform from which to establish such associations. CODELCO may expand mining associations with third parties where it helps to optimize the operation of their respective mines.
e Sustainability is an integral part of our strategy. CODELCO has set sustainability targets, which 1t hopes to reach by December 2030, and include: (1) 70.0% reduction of greenhouse gas emissions (Scope 1 and 2) from 2019 levels;
(11) 60.0% reduction of unitary continental water consumption from 2019 levels; (111) recycling 65.0% of industrial waste; (1v) implementation of online monitoring and infiltration control systems to all tailing storage facilities; (v)
60.0% increase of goods and services provided by local suppliers from 2019 levels; and (v1) 25.0% reduction of particulate matter (PM10) emissions from 2019 levels.
Role of CODELCO related to Lithium
In April 2023, the Government of Chile announced the National Lithium Strategy (the Lithium Strategy), which seeks to transform Chile into a world-leading lithrum producer. The main measures announced included: e Creation of a National Lithium Company (Empresa Nacional del Litio): This company will be 100% state- owned and will be created with the purpose of increasing the wealth of the country, to develop a sustainable industry for the country and the world as well as developing technology and productive chains, among others. As of the date of this offering memorandum, the bill for the creation of the National Lithium Company has not been submitted to Congress.
e Creation of the CORFO Committee for Productive Transformation (Comité CORFO de Transformación Productiva): This committee, led by the Ministry of Mining, aims to promote productive transformation through scientific-technological and industrial development policies.
e Public-private collaboration: Until the creation of the National Lithium Company, the state-owned mining companies, CODELCO and ENAMTÍ, shall play an initial role as representatives of the Government of Chile in the exploitation and exploration of lithium. Notwithstanding, as of the date of this offering memorandum, the government of Chile has not submitted a bill for the creation of the National Lithium Company for discussion at the Chilean Congress, and the Government of Chile is seeking to enhance alliances with the private sector, such as the CODELCO and SQM Partnership Agreement, referred in the paragraph below
-New Public-Private Partnership between CODELCO and SQM.
e Incorporation of the Government of Chile into the productive activity of the Atacama salt flat: CODELCO has been entrusted with assessing alternatives to accomplish the state of Chile*s participation in the exploitation of lithium in the Atacama salt flat (Chiles largest lithium deposit) in anticipation of the expiration of the lease agreements currently in force between CORFO (Corporación de Fomento de la Producción, or CORFO) and SQM, which allow the exploitation of the lithium located in the Atacama salt flat until 2030. The Government of Chile announced that the lease agreements currently in force will be fully honored, so involvement of the state of Chile in exploiting lithium in the Atacama salt flat before the termination of those lease agreements would be by virtue of a negotiated agreement with SQM. The first step for the subscription of such agreement was announced on December 27, 2023, and consisted of a memorandum of understanding executed by CODELCO and SQM through which both parties agreed on the main terms to negotiate an association to explore, exploit and commercialize lithium and other substances available in the Atacama salt flat, that would commence in 2025. The association agreement was executed on May 31, 2024, and on December 27, 2025, the merger between Minera Tarar (as defined below) into Nova Andino Litio SpA was completed, following (1) merger control approvals secured in Brazil, South Korea, Japan, Saudi Arabia, the European Union, Chile (including by the National Economic Prosecutor (Fiscalía Nacional Económica or FNE)) and the Peoples Republic of China, (11) approval by the Chilean Nuclear Energy Commission (Comisión Chilena de Energía Nuclear or CChEN) to increase the production quota to 300k LCE tons for the 2025-2030 period, as well as for the quota covering the 2031- 2060 period and (111) the approval (toma de razón) by the Office of the Comptroller General of the Republic of Chile (Contraloría General de la República) with respect to the CORFO-Tarar Lease and the amendment of the CORFO-SQM Lease. Following completion of the merger, CODELCO, its subsidiary Salares de Chile SpA, SQM and its subsidiary SQM Nueva Potasio SpA executed a shareholders’ agreement for the joint venture. CODELCO appointed, by unanimous resolution of 1ts board, Máximo Pacheco Matte, Josefina Montenegro Araneda and Alfredo Moreno Charme as directors of the joint venture for a two-year term. SQM appointed Ricardo Ramos Rodríguez, Hernán Uribe Gabler and Manuel Ovalle Edwards as directors.
e Creation of protected salt flats and ensuring low environmental impact technologies: In line with the obligations established in the Convention on Biological Diversity, ratified by Chile in 1994, the Lithium Strategy contemplates the creation of a network of protected salt flats to safeguard ecologic sustainability, which objective 1s to have at least 30% of salt flats protected by 2030. Also, the Lithium Strategy seeks to promote the use of new technologies for lithium extraction that minimize environmental impact on salt flats.
e Creation of the Public Research and Technological Institute of Lithium and Salt Flat (Instituto Tecnológico y de Investigación Público del Litio y Salares): This institute was incorporated in June 2024, and is expected to be located in the Atacama and Antofagasta Regions, with the aim of collaborating in the development of more sustainable technologies in the extraction of lithium, promoting the conservation of salt flats through biodiversity research.
Within the measures to implement the Lithium Strategy, the Government of Chile mandated CODELCO to support CORFO for the development and exploitation of lithium on the Atacama Salar.
On May 19, 2023, CODELCO established two wholly-owned subsidiaries for these purposes: Salares de Chile SpA (Salares de Chile), which 1s set to streamline and consolidate the lithium–related activities of CODELCOs companies, and Minera Tarar SpA (Minera Tarar) which is planned to be exclusively focused on operations within the Atacama Salar and with SQM.
On May 22, 2023, CORFO officially formalized the role of CODELCO as Chiles representative in the negotiation and definition of future contracts with companies interested in the lithium industry in the country starting in
2030.
Also, as part of the Lithium Strategy, the Government of Chile mandated CODELCO to find the best alternative to enable the development of lithium projects in the Maricunga salt flat. In accordance with such mandate, on October 17, 2023, CODELCO reached an agreement to acquire 100% of Lithium Power International (LPI) shares for approximately U.S.$244.0 million equivalent (AU$ 385 million). LPI owned the Salar Blanco project in the Maricunga salt flat, which 1s adjacent to CODELCOs property. In March 2024, CODELCO successfully closed the acquisition of LPI through 1ts wholly-owned subsidiary Salar de Maricunga SpA, following approvals from authorities, rennforcing 1ts lithium strategy to become a leading supplier of critical minerals.
Recent Developments New Public-Private Partnership between CODELCO and SOM
On December 27, 2023, CODELCO and SQM announced the execution of a memorandum of understanding setting forth the bases to negotiate a public-private partnership that would commence in 2025 (the Memorandum of Understanding and the SQM Partnership Agreement, respectively). This announcement is aligned with the mandates of the Government of Chile and CORFO to secure state participation in mineral exploitation. The SQM Partnership Agreement was executed on May 31, 2024, although its effectiveness was subject to certain conditions precedent, which were fulfilled during 2025. The SQM Partnership Agreement establishes in detail all the steps, stages, rights, obligations, terms, and conditions of the public-private partnership that will take responsibility for production of refined lithium from the Atacama Salt Flat from 2025 to 2060. This new joint venture, which is majority-owned by the Chilean state, will also allow the transition from an amended lease contract between CORFO and SQM (the CORFO-SQM Lease), in effect until December 2030, to a new lease contract between CORFO and Minera Tarar (the CORFO-Tarar Lease), which will be in effect from January 2031 to December 2060. The SQM Partnership Agreement provides that, from January 2025 to December 2030, CODELCO will be entitled to receive a profit corresponding to the benefit from the commercialization of an aggregate of 201,000 tons of lithium carbonate equivalent. From January 2031 to December 2060, each party will receive as economic benefits a pro-rata portion corresponding to 1ts shareholding, which for CODELCO will be 50.00% plus one share. The SQM Partnership Agreement aims to ensure continuous lithium production, aligning with global energy transition goals. The partnership focuses on the Salar Futuro Project (1.e. the exploitation of lithium in the Atacama Salt Flat by virtue of the CORFO-Tarar Lease in effect from 2031 to 2060) and is expected to incorporate environmental sustainability and technological advancements. CODELCOSs early involvement would allow engagement in project development stages and a controlled transition ensuring ecosystem sustainability.
On February 28, 2025, the SOM-CODELCO partnership progressed further with new approval from the CChEN, authorizing SQM to increase its LCE production quota by 300,000 tons under the CORFO-SQM Lease-without additional brine extraction or greater use of continental water. The expanded quota does not permit additional lithium extraction from the salt flat, but 1t allows for the sale of more LCE by improving recovery from the brine already extracted.
Therefore, this increase is enabled through efficiency gains, technological advances, and process optimization.
On March 26, 2025, the European Commission approved the partnership between CODELCO and SQM for joint lithium operations in the Atacama salt flat. This was followed by approval from FNE on April 23, 2025. These authorizations, together with prior clearances obtained from Brazil, South Korea, Japan, and Saudi Arabia, marked a significant milestone toward the finalization of the agreement. The regulatory endorsements confirmed compliance with applicable antitrust and competition frameworks in key jurisdictions and, together with subsequent approvals obtained in other relevant jurisdictions, including the Peoples Republic of China, resulted in the fulfillment of all regulatory conditions precedent required for the effectiveness of the agreement.
On July 1, 2025, the SOM-CODELCO partnership moved forward with a new authorization from the CChEN, approving Minera Tarar to produce and commercialize lithium extracted from the Atacama Salt Flat under the CORFO- Tarar Lease. The permit enables the project to achieve its expected average annual production of 280,000 to 300,000 metric tons of lithium carbonate equivalent (LCE) between 2031 and 2060. This volume could increase subject to reserve certification and environmental approvals. Additionally, the permit allows for early extraction starting in 2029, ensuring business continuity as the joint venture assumes lithium production after the CORFO-SQM Lease expires in 2030.
On July 9, 2025, the Atacameña Community of Coyo and the Atacameña Association of Irrigators and Farmers of San Pedro de Atacama filed constitutional actions for protection (recursos de protección) against CORFO before the Court of Appeals of Antofagasta, alleging irregularities in the indigenous consultation process being carried out by CORFO regarding the SOM-CODELCO partnership. The two communities requested that the consultation be suspended and that the methodology and issues subject to consultation be modified and submitted requests for injunctions against further action (orden de no innovar) to suspend the consultation process pending the courts ruling. Both requests were rejected. Both CODELCO and SQM presented their case, requesting that the court reject the constitutional actions. The parties pleaded before the Court of Appeals of Antofagasta on September 3, 2025, which rejected the claims on October
2,2025. The claimants appealed the ruling before the Supreme Court, and such appeal 1s pending resolution as of the date of this offering memorandum. The Supreme Court’s review could take several weeks to several months, and a final decision could be issued in early 2026.
In October 2025, three constitutional actions for protection were filed before the Antofagasta Court of Appeals by the Indigenous Associations Rio Vilama and Ganaderos y Pecuarios Lickanantay of Toconao, and by the Indigenous Community Checar. The claims were brought against CORFO for issuing Exempt Resolution No. 96 of 2025, which terminated the indigenous consultation process. The three actions were rejected by the Court of Appeals on December
24, 2025. The rulings can be appealed before the Supreme Court, in which case the proceedings and their respective resolutions may take several weeks or months. Additionally, in October 2025, the Coyo Community, the Atacameña Association of Irrigators and Farmers of San Pedro de Atacama, and the Lickanantay Indigenous Association of Farmers, Ranchers, and Forestry Workers of Tambillo, filed constitutional protection actions before the Santiago Court of Appeals.
These actions were also brought against CORFO for issuing Exempt Resolution No. 96 of 2025. A decision concerning these claims is pending as of the date of this offering memorandum. Any ruling of the Court of Appeals may be appealed before the Supreme Court and, if any such appeal is filed, the Supreme Court’s review could take several weeks to several months.
On December 27, 2025, the merger between Minera Tarar into Nova Andino Litio SpA was completed, following (1) merger control approvals secured in Brazil, South Korea, Japan, Saudi Arabia, the European Union, Chile (including by the National Economic Prosecutor (Fiscalía Nacional Económica or FNE)) and the People*s Republic of China, (11) approval by the Chilean Nuclear Energy Commission (Comisión Chilena de Energía Nuclear or CChEN) to increase the production quota to 300k LCE tons for the 2025-2030 period, as well as for the quota covering the 2031– 2060 period and (111) the approval (toma de razón) by the Office of the Comptroller General of the Republic of Chile (Contraloría General de la República) with respect to the CORFO-Tarar Lease and the amendment of the CORFO- SQM Lease. Following completion of the merger, CODELCO, its subsidiary Salares de Chile SpA, SQM and its subsidiary SOM Nueva Potasio SpA executed a shareholders’ agreement for the joint venture. CODELCO appointed, by unanimous resolution of 1ts board, Máximo Pacheco Matte, Josefina Montenegro Araneda and Alfredo Moreno Charme as directors of the joint venture for a two-year term. SQM appointed Ricardo Ramos Rodríguez, Hernán Uribe Gabler and Manuel Ovalle Edwards as directors.
New Public-Private Partnership between CODELCO and a potential partner in Maricunga salt flat
After the LPI purchase process was completed, a process of integration of geological and hydrogeological information from CODELCO and Minera Salar Blanco S.A. was carried out, which culminated in the update of the conceptual hydrogeological model and the estimation of mineral resources and preliminary lithium reserves of the project.
The execution of a pre-feasibility study of the integrated project is planned to start in 2026.
The partner search process for the Maricunga salt flat was launched on May 31, 2024. This process was handled in parallel to the activities required by the project in its environmental, community, exploratory and technical aspects.
On May 19, 2025, CODELCO and Rio Tinto signed agreements to form a joint venture to develop and operate a lithium project in the Maricunga salt flat in Chile. Under the agreement, Rio Tinto will acquire a 49.99% interest in Salar de Maricunga SpA (held by CODELCO), through which CODELCO holds a Special Lithium Operation Contract (CEOL, for 1ts acronym in Spanish), licenses and mining concessions in the Salar de Maricunga, by funding studies and development costs. Rio Tinto will invest up to U.S.$900.0 million distributed among (1) U.S.$350.0 million into the company for additional studies and resource analysis to progress the project to a final investment decision, (11) U.S.$500.0 million into the company once a decision to proceed with the project is made, and (111) U.S.$50.0 million into the company If the joint venture achieves its goal of delivering first lithium by the end of 2030. The transaction is expected to close by the first half of 2026, subject to receipt of all applicable regulatory approvals and satisfaction of other customary closing conditions.
CODELCO Concludes 2023-2025 Collective Bargaining Cycle
On February 14, 2025, CODELCO concluded a collective bargaining agreement with the workers union of the Gabriela Mistral Division, marking the completion of the company?s 2023-2025 collective bargaining cycle. In total, 26 agreements were successfully negotiated-25 during 2024, primarily through early negotiations, and one in the first quarter of 2025-covering more than 12,600 employees across all divisions and Headquarters. These agreements, each valid for 30 to 36 months, collectively represent approximately 80% of CODELCO*”s total workforce.
CODELCO and Anglo American Sur Sign Binding Agreement to Jointly Develop Andina-Los Bronces Mining District
On September 16, 2025, CODELCO and Anglo American Sur announced that they had entered into a binding agreement on September 15, 2025, to collaborate on the development of the Andina-Los Bronces mining district, following a memorandum of understanding signed in February 2025. The binding agreement was unanimously approved by the Boards of Directors of both entities. The strategic partnership seeks to unlock synergies between neighboring operations and aims to increase copper production by 120,000 metric tons of fine copper per year on average between 2030 and 2051, with output shared equally by both companies. The agreement is expected to generate at least U.S.$5 billion in additional pre-tax net present value, equally split between the parties, and provides for the creation of a jointly owned and controlled operating company to oversee the plan and optimize processing capacity. The combined production of Andina and Los Bronces 1s expected to be ranked among the worlds top ten copper mines, and among the top five when adjusted for the incremental 120,000 metric tons per year, with unit costs approximately 15% lower than standalone operations. The agreement reflects a strong commitment to sustainability and community engagement, emphasizing strict
9 adherence to the existing environmental and social frameworks applicable to both the Andina and Los Bronces operations, and remains subject to customary regulatory and environmental approvals as of the date of this offering memorandum.
CODELCO Secured U.S.$966 Million in New Financing Agreements
On March 28 and 31, 2025, CODELCO signed two new financing agreements totaling U.S.$966.0 million. The first agreement, signed with the Japan Bank for International Cooperation (JBIC), amounts to U.S.$466.0 million and supports long-term investment needs. The second agreement, signed with Banco Santander, S.A., provides U.S.$500 million and is backed by the Italian Export Credit Agency (SACE).
CODELCO Awards Long-Term Renewable Energy Contracts Totaling 1.5 TWhYear
On April 22, 2025, CODELCO awarded contracts for the supply of 1.5 terawatt-hours per year of renewable energy through a competitive public tender launched in 2024, which attracted participation from 32 companies. The contracts were granted to Generadora Metropolitana-a company owned by the AME Group and the French group Électricité de France SA (EDF), -for 1 TWhyear, and GR Power Chile for 0.5 TWhyear. The power supply agreements will begin in January 2026 and extend through December 2040. Both contracts include lithium-based battery storage systems to ensure reliability and are intended to meet the current and future energy needs of CODELCO’s operations. This initiative forms part of CODELCOs broader strategy to achieve a 100% renewable electricity supply by 2030 and reflects 1ts continued commitment to sustainable mining and Chiles clean energy transition.
Chilean Government Appoints Three New Members to CODELCOs Board of Directors
On April 23, 2025, Chilean President Gabriel Boric appointed Tamara Agnic Martínez, Alfredo Moreno Charme, and Ricardo Calderón Galaz as new members of CODELCO’s Board of Directors. Ms. Agnic and Mr. Moreno, who replace Isabel Marshall Lagarrigue and Pedro Pablo Errázuriz Domínguez, were appointed for four-year terms through the High Public Management System, following a competitive selection process launched in November 2024 that attracted 232 applicants. Mr. Calderón Galaz was designated as the representative of CODELCOs supervisory staff, chosen from a five-candidate shortlist jointly submitted by the Federation of Copper Supervisors (FESUC) and the National Association of Copper Supervisors (ANSCO). These appointments complete the nine-member Board, which now includes Chairman Máximo Pacheco Matte, Josefina Montenegro Araneda, Alejandra Wood Huidobro, Nelson Cáceres Hernández, Eduardo Bitran Colodro, and Ricardo Álvarez Fuentes.
Bank Loans
On May 9, 2025, CODELCO signed a U.S.$200.0 million financing agreement with Bank of America, complementing the U.S.$466.0 million credit facility secured with JBIC in the first quarter of the year.
On December 30, 2025, CODELCO signed a U.S.$600.0 million financing agreement with The Hongkong and Shanghai Banking Corporation Limited (HSBC) and Banco Santander, S.A., guaranteed by the Multilateral Investment Guarantee Agency (MIGA) of the World Bank, aimed at achieving the full decarbonization of CODELCOs energy matrix by 2030 through the renewal of power supply agreements with renewable energy providers.
CODELCO Signs Strategic Collaboration Agreements with BHP and Rio Tinto to Advance Exploration and Unlock Asset Value
On May 12, 2025, CODELCO announced two strategic agreements aligned with its collaborative growth strategy. First, an exploration deal with BHP for the Anillo prospect in the Antofagasta region that grants BHP the option to invest up to U.S.$40 million in early-stage exploration. If successful, a joint venture may be formed; otherwise, all data remains with CODELCO.
That same day, CODELCO and Rio Tinto signed a new collaboration agreement to explore synergies between their joint venture, Nuevo Cobre S.A., and CODELCOs adjacent San Antonio property in the Atacama region. A joint committee will oversee 12 months of conceptual studies, equally funded by both parties. Both partnerships reflect CODELCOSs strategy to unlock value from non-core and strategic assets through third-party collaboration and regional
10 development.
CODELCO and Rio Tinto Enter Strategic Partnership to Jointly Develop Lithium Project in Maricunga Salt Flat
On May 19, 2025, CODELCO and Rio Tinto signed an association agreement to jointly develop a lithium project in the Maricunga salt flat, Chile?s second-largest lithium resource. Under the agreement, Rio Tinto will invest up to
U.S.$900 million for a 49.99% stake, while CODELCO retains control in line with the National Lithium Strategy. The partnership strengthens CODELCO”s position in the lithium sector and supports its long-term commitment to portfolio diversification and to the global energy transition. The transaction 1s expected to close in the first quarter of 2026, pending regulatory approvals.
Moodys Downgrades CODELCO to Baa2 with Stable Outlook Amid Sector- Wide Reassessment
On May 19, 2025, Moodys downgraded CODELCOs credit rating to Baa2 from Baal, and revised the outlook from negative to stable. This action reflects a broader sectoral reassessment following the outlook downgrade for the global mining sector. While acknowledging recent operational improvements, Moodys highlighted that higher capital expenditures continue to pressure leverage and constrain debt reduction.
Collapse of Acid Plant Stack at Potrerillos Smelter
On June 13, 2025, the acid plant stack at CODELCOs Potrerillos smelter collapsed under circumstances that are currently under investigation. The smelter was not operating at the time of the incident, and no injuries or environmental impacts were reported. Emergency procedures were promptly implemented and the incident was reported to the relevant authorities. Since then, the operation of the smelter remains suspended. The cost of repairing the acid plant stack 1s currently estimated at approximately U.S.$10.6 million. Based on preliminary assessments, the incident (including physical damage and losses associated with the temporary suspension of operations), 1s not expected to have a material impact on CODELCOs operations and 1s expected to result in losses below the applicable insurance deductible.
New U.S. Tariffs on Copper Products Exclude Cathode Exports; No Commercial Impact Expected
On July 30, 2025, President Donald Trump signed a proclamation imposing a 50% tariff on imports of semi- finished copper products and copper-intensive derivatives, effective August 1, 2025. The measure explicitly excludes copper input materials-such as ores, concentrates, mattes, cathodes, anodes and scrap-which remain outside the scope of the tariffs. CODELCO exports refined copper cathodes to the U.S., a product not subject to the new tariffs. As a result, no impact is expected on the companys commercial operations in the U.S. market. The company remains committed to maintaining commercial flexibility, honoring existing contracts.
Fatal accident at El Teniente Division
On July 31, 2025, a seismic event occurred at CODELCOs El Teniente mine, resulting in an accident that caused the tragic loss of six lives. The incident led to the suspension of operations across multiple sectors.
As of the date of this offering memorandum, ten out of twelve areas of the division had been authorized to resume activities; together with the open pit, representing roughly 80% of El Tenientes operating capacity. Recursos Norte and Andesita (part of the New Mine Level structural project) remain suspended, and timing for the phased restart of activities depends on investigations, technical reviews, regulatory clearances and repair progress. This partial suspension increases operational risk and may delay production. Production in the authorized underground areas 1s progressively being restored to pre-incident levels, while the open pit continues to operate at normal levels. As informed by CODELCO’s Chairman of the Board, Máximo Pacheco, the company estimates a production loss of 48 kt of fine copper in 2025 (equivalent to approximately a U.S.$500 million impact on EBITDA). As of the date of this offering memorandum, CODELCO has adjusted its full-year production guidance from 1,340-1,370 kt to 1,310 – 1,340 kt, and the longer-term impacts of the event on CODELCO remains under evaluation.
CODELCOs Internal Investigation Committee, chaired by the Vice President of Mining Resources, Development, and Innovation, Julio Díaz, issued a preliminary report with initial conclusions in September 2025 and
11 subsequently issued 1ts final report on December 18, 2025, which was submitted to Chiles National Geology and Mining Service (SERNAGEOMIN). The final report concluded that the rock burst was triggered by a 4.3 Mw seismic event of greater scale and complexity than any recorded in the past 35 years, exceeding the design parameters of existing fortifications.
The final report also found that seismic records prior to the event showed no observable movements or minor tremors that could have served as warning signs. From the onset of the main event, emergency activation and response protocols were properly executed, enabling the safe evacuation of approximately 2,500 employees.
In addition, the final report highlighted that the rock burst presents the challenge of implementing comprehensive geomechanical risk management aligned with CODELCOS’s corporate standards. This approach 1s especially relevant because the risk of mining operations in the northern sector of El Teniente has changed, with increased seismic hazard and greater complexity in the interaction of cavities on a global scale. The measures described in the report are classified as short-term (up to three months), medium-term (from three to eight months), and long-term (more than eight months).
Comprehensive geomechanical risk management allows for anticipating, mitigating, and controlling these risks through a systematic cycle of identification, assessment, treatment, and monitoring, ensuring traceability and technical governance at each stage, with the active involvement of stakeholders at various levels of the organization.
The following investigations into the causes of the seismic event and accident have been initiated, each of which could carry legal and regulatory implications for CODELCO:
l. The Rancagua Regional Prosecutor?s Office is conducting an investigation into the events. The factual investigation remains ongoing and, depending on the factual findings, may lead to judicial proceedings to determine possible liability for torts of homicide and physical harm. Ifany judicial proceedings result from the factual investigation and liability or fault 1s established in connection therein, CODELCO may enter into reparation agreements and offer compensation for damages. In addition, depending on the results of the factual investigation, the same may lead to potential criminal charges under Law No. 21,595. As of the date of this offering memorandum, the investigation 1s in preliminary information-gathering stages.
2. The SERNAGEOMIN is undergolmmg an investigation of possible violations of mining safety regulations.
As part of its investigation, SERNAGEOMIN decreed a work stoppage, which has since been partially lifted. If SERNAGEOMIN finds violations of the Mining Safety Regulations in its investigation, 1t may result in fines and other sanctions for CODELCO.
3. The Rancagua Labor Authority initiated an investigation pursuant to which, on August 1, 2025, the suspension of operations in the El Teniente mine was ordered. The order was partially lifted on August 9, 2025 and on August 22, 2025, leaving only two sectors suspended by SERNAGEOMIN (Andesita and Recursos Norte). Recently, two fines have been applied to CODELCO, which will be challenged by CODELCO.
4. The Rancagua Regional Health Undersecretary 1s conducting an investigation related to emergency notification and response actions in connection with the incident. If the investigation finds evidence of noncompliance with applicable regulations, one or more fines of up to 500 UF (equivalent to approximately
U.S.$21,500) each, and in the case of repeated violations of 1,000 UF each, could be imposed.
5. Recently, the Social Security Superintendency (Superintendencia de Seguridad Social or SUSESO) issued an official letter (ORD) reporting findings in the verification of compliance with preventive measures relating to the accident, which are currently under review by CODELCO.
As of the date of this offering memorandum, two complaints have been filed in connection with the accident, including against the former manager of the El Teniente Division and the Chairman of the Board of Directors. For more information, see Business and Properties-Legal Proceedings- Proceedings Related to the Fatal Accident at El Teniente Division. CODELCO cannot guarantee that further proceedings against CODELCO, any of its employees or other individuals will not be initiated.
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In addition to these, CODELCO has commissioned an international evaluation led by Australian mining engineer Mark Cutifani, to identify the causes of the accident and propose measures, alongside an independent assessment of safety protocols and operational procedures.
Production losses are under detailed assessment. Although property and business interruption insurance 1s in place, the coverage under such policies 1s currently under evaluation, and uncertainties remain regarding the full financial impact and the timeline for complete operational normalization. The ongoing ramp-up in authorized sectors may face delays, subject to regulatory approvals and further safety validations.
These events pose significant risks to operational continuity, financial results, and corporate reputation.
CODELCO is committed to mitigating these risks through investigations, strengthened safety measures, and transparent communication with stakeholders.
Ultimately, the accident could lead to the initiation of legal action or the negotiation of out-of-court settlements aimed at obtaining compensation from CODELCO for the damages resulting from the incident, particularly, the deaths of the involved individuals.
CODELCO Acquires Minority Stake in I-Pulse to Advance Pulsed Power Technologies in Mining
On October 13, 2025, CODELCO completed a strategic equity investment in [-Pulse Inc., a privately held U.S..- based company and a global leader in high-power pulsed (HPP) energy technologies, acquiring a minority ownership interest. The investment 1s intended to support the development, testing and potential deployment of disruptive technologies aimed at improving operational efficiency, reducing energy consumption and lowering the environmental footprint of mining activities.
The transaction builds on a letter of intent executed between CODELCO and I-Pulse in May 2025 and seeks to combine CODELCOs mining expertise with I-Pulse’s proprietary pulsed power technology, which has potential applications in rock and mineral fragmentation, precision cutting and drilling. These technologies could significantly reduce energy intensity in comminution processes, lower the use of explosives and minimize damage to surrounding rocks, contributing to lower operating costs and improved environmental performance.
As part of the agreement, CODELCO secured preferential conditions to evaluate and, subject to further technical and economic assessments, implement I-Pulses technologies in its mining operations. The investment aligns with CODELCOs broader innovation and sustainability strategy and its efforts to incorporate advanced technologies to address long-term operational and energy challenges.
CODELCO Publishes Its First Climate Change Report
On October 16, 2025, CODELCO published its first Climate Change Report, consolidating the companys climate-related governance framework, risk management practices and mitigation and adaptation initiatives. The report outlines CODELCO”s climate action roadmap and integrates climate resilience and sustainability considerations into 1ts long-term business strategy.
The Climate Change Report was prepared in alignment with the recommendations of the Task Force on Climate- related Financial Disclosures (ICFD) and details CODELCO’s decarbonization commitments, including a target to achieve carbon neutrality by 2050, interim emissions reduction goals for 2030, and measures to address both physical and transition climate risks. The report also highlights progress achieved to date, including reductions in Scope 1 and 2 emissions, increased use of renewable energy, electrification initiatives and actions to reduce water intensity in operations located in water-stressed areas.
The publication of the report reflects CODELCOs ongolmg efforts to enhance transparency, strengthen climate- related risk management and align 1ts operations with responsible, low-carbon mining practices.
CODELCO and Adani Group Enter into Memorandum of Understanding for Copper Exploration Projects in Chile
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On November 21, 2025, CODELCO and Kutch Copper Ltd., a subsidiary of Adan1 Enterprises Limited and part of the Adani Group of India, entered into a non-binding memorandum of understanding to evaluate the exploration and potential joint development of three copper projects located near established mining districts in the Antofagasta and Atacama regions of Chile. The memorandum of understanding provides a framework for the exchange of technical and legal information, the conduct of due diligence by the Adani Group and the assessment of potential commercial terms for a possible joint development. The initiative forms part of CODELCO’s broader strategy to advance public-private partnerships, share investment risk and support the long-term development of copper resources, while contributing to the security of global copper supply.
CODELCO and Glencore Enter into Memorandum of Understanding to Advance a New Copper Smelter in Chile
On December 3, 2025, CODELCO and Glencore Chile SpA entered into a memorandum of understanding pursuant to which the parties agreed to advance the evaluation of a new copper smelter project to be located in the Antofagasta Region of Chile. Under the memorandum of understanding, Glencore was selected as preferred partner following a competitive process and will be responsible for preparing a pre-feasibility study, while the parties negotiate the potential definitive agreements.
The contemplated project would involve the design, financing, construction, operation and maintenance of a new smelting facility with an estimated processing capacity of approximately 1.5 million metric tons of dry concentrate per year. As part of the framework, CODELCO agreed to negotiate a long-term copper concentrate supply agreement for up to 800,000 metric tons per year for an initial term of at least ten years, with an extension option subject to mutual agreement. The memorandum of understanding 1s non-binding and remains subject to the completion of the pre-feasibility study, the execution of definitive agreements and the recerpt of all required permits and approvals.
Ministro Hales Division Future Development Project
On August 1, 2023, CODELCO submitted an Environmental Impact Study (Estudio de Impacto Ambiental, or EIA) to assess the future development (Proyecto Desarrollo Futuro) of the Ministro Hales Division, a project that included the largest indigenous consultation process ever conducted under Chile?*s Environmental Impact Assessment System (SEIA ), involving 46 indigenous communities.
On January 6, 2026, the Consolidated Evaluation Report (Informe Consolidado de Evaluación or ICE), the technical assessment of the EIA, was issued, recommending the approval of the project. Subsequently, on January 14, 2026, the Environmental Evaluation Commission (Comisión de Evaluación Ambiental or COEVA) of the Antofagasta Region unanimously approved the EIA, authorizing the extension of the Ministro Hales Division?s operating life from 2026 through 2054.
The approved project contemplates an estimated investment of approximately U.S.$2.8 billion and 1s expected to increase annual copper production to approximately 200 thousand metric tons, from current levels of approximately 170 thousand metric tons. The project also includes an increase in mining and processing capacity and incorporates a range of environmental mitigation measures, including the exclusive use of desalinated water or water sourced from authorized third parties, enhanced protection of local water resources, and measures to reduce particulate matter emissions.
On January 16, 2026, three members of a local family filed a constitutional action for protection (Recurso de Protección) against the ICE, alleging that they were not involved in the consultation process relating to the future development of the Ministro Hales Division. COEVA was requested by the court to submit a report addressing such claims and CODELCO is expected to participate as an interested third party in the applicable judicial proceedings.
Radomiro Tomic Division Operational Continuity Project
On January 13, 2026, CODELCO submitted an EIA for the project Continuidad del Proceso de Lixiviación y Adecuaciones al Proyecto Minero División Radomiro Tomic, with the goal of extending the operating life of the chloride leaching process at an average annual rate of approximately 154 thousand metric tons per day from 2029 through 2058, and to update mine movements and the redistribution of mineral processing at the Radomiro Tomic Division. The project
14 was conceived to remain within the mine life approved under Environmental Approval Resolution (Resolución de Calificación Ambiental, or RCA) No. 0222016, and is expected to involve an investment of up to U.S.$1.3 billion.
Fatal Accident at Salvador Division
On January 16, 2026, CODELCO reported the death of an employee at 1ts Salvador Division following an accident that occurred on January 12, 2026, at the Potrerillos smelter. The accident occurred while the employee was performing maintenance activities in the Silo 4 storage area of the receiving and blending plant, at a time when the smelter was not in operation. In accordance with its internal procedures and applicable regulations, CODELCO established an internal investigation committee that will review the circumstances of the accident and provide all relevant information to the competent authorities.
The Diego de Almagro Prosecutor?s Office (Fiscalía de Diego de Almagro) initiated a criminal investigation in connection with the event. The investigation has been classified as an investigation for death and discovery (muerte y hallazgo). As of the date of this offering memorandum, the investigation 1s at an early stage, and 1ts scope, findings, and potential legal or regulatory consequences remain uncertain. CODELCO is cooperating with the competent authorities in connection with the investigation. At this stage, CODELCO cannot guarantee that further proceedings against CODELCO, any of its employees or other individuals will not be initiated in connection with this accident.
Workplace Safety Incident at Radomiro Tomic Division
On January 21, 2026, a contractor employee of Schwager who was performing maintenance-related activities at CODELCO'”s Radomiro Tomic Division suffered a workplace accident involving a fall from height. The incident occurred at approximately 11:00 a.m. local time and the employee was promptly transferred to a local hospital, where he received immediate medical attention. The employee was reported to be conscious and in stable condition and remains under medical observation.
Following the incident, work in the affected area was immediately suspended, emergency protocols were activated, the relevant authorities – including SERNAGEOMIN, SUSESO, and CODELCOs Corporate Occupational Health and Safety Management – were notified, and an internal investigation process was initiated in accordance with applicable regulations and CODELCO”s internal procedures.
Management Developments
On January 23, 2025, CODELCO announced the appointment of Julio Díaz Rivera as 1ts new Vice President of Mining Resources, Development, and Innovation. Mr. Díaz previously served as the General Manager of CODELCOs Radomiro Tomic Division. Additionally, Claudia Domínguez Sepúlveda, formerly the Operations General Manager at the Andina division, assumed the role of General Manager at the Radomiro Tomic Division. Both appointments became effective on February 1, 2025.
On April 23, 2025, Chilean President Gabriel Boric appointed Tamara Agnic Martínez, Alfredo Moreno Charme, and Ricardo Calderón Galaz as new members of CODELCOs Board of Directors. Ms. Agnic and Mr. Moreno, who replace Isabel Marshall and Pedro Pablo Errázuriz, were selected for four-year terms through the High Public Management System, following a competitive process launched in November 2024 that attracted 232 applicants. Mr.
Calderón Galaz was appointed as the representative of CODELCOs supervisory staff, selected from a five-candidate shortlist jointly submitted by the Federation of Copper Supervisors (FESUC) and the National Association of Copper Supervisors (ANSCO).
On July 7, 2025, CODELCO announced the departure of Christian Toutin as General Manager of the Salvador Division, effective July 8, 2025. Mr. Toutin had held the position since March 2018 and previously served in various roles at the Chuquicamata and El Teniente divisions, including Operations Manager, Safety Manager, and Operations Superintendent. Patricio Viveros López, currently the Plant Manager at the Salvador Division, was appointed as Interim General Manager effective the same day. Mr. Viveros was confirmed as General Manager on September 26, 2025.
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On August 11, 2025, CODELCO announced the departure of Andrés Music Garrido as General Manager of the El Teniente Division, effective August 12, 2025, and the appointment of Claudio Sougarret Larroquete, former Operations Manager, as Interim General Manager. Mr. Sougarret was confirmed as General Manager on September 26, 2025.
On September 29, 2025, CODELCO announced the creation of the Vice Presidency of Integration for Andina Operations, effective November 1, 2025. The new position was established to strengthen the implementation of the joint mine plan for the Andina-Los Bronces District, within the framework of the companys strategic alliance with Anglo American. As of the same date, Gonzalo Lara – currently General Manager of the Ministro Hales Division – will assume the role of Vice President of Integration for Andina Operations. As Interim General Manager of the Ministro Hales Division, CODELCO appointed César Jiménez, currently Concentrator Plant Manager at the same division, effective November 1, 2025.
On October 6, 2025, CODELCO announced the departure of Patricio Véliz as Ethics and Compliance Manager, a position he had held since April 2024. Irene Cosentino, currently Corporate Risk Manager, was appointed Interim Ethics and Compliance Manager effective the same day, while continuing to oversee the corporate risk area.
On January 2, 2026, CODELCO announced the appointment of Marta Herrera Seguel as Ethics and Compliance Manager, effective February 12, 2026. Ms. Herrera was appointed following a selection process led by the Board*s Audit, Compensation and Ethics Committee, which considered both internal and external candidates. Ms. Herrera 1s a lawyer from the University of Chile and holds a Master of Laws from California Western School of Law. She has more than 20 years of experience in legal, anti-corruption and compliance matters in the public sector and currently serves as Legal Director of the National Institute of Industrial Property (INAPI).
Contributions to the Chilean Treasury
As a state-owned enterprise and according to 1ts governing law, CODELCO”s profit 1s due to be transferred to the Chilean Treasury. Before June 30 of each year, the Ministries of Finance and Mining determine, by means of a joint decree, the amount, 1f any, that the Company must allocate to the creation of capitalization and reserve funds. Amounts not allocated to the creation of capitalization and reserve funds are contributed to the Chilean Treasury.
In 2024, CODELCO contributed U.S.$1,534.0 million to the Chilean Treasury; in 2023, CODELCO contributed
U.S.$1,418.0 million to the Chilean Treasury; and in 2022, CODELCO contributed U.S.$2,296.0 million. While CODELCO makes advance payments to the Chilean Treasury throughout the year, funded by cash flows from operating activities, 1t generally has distributions payable to the Chilean Treasury at the end of each year. These distributions are paid in the first six-month period of the subsequent year but are reflected in the prior years financial statements.
The following table sets forth amounts paid in taxes (which due to the timing of payments may be different from tax amounts accrued) and payments and profit contributions made by CODELCO to the Chilean Treasury for each of the three years ended December 31, 2024 and for the nine-month period ended September 30, 2025.
Contributions to the Chilean Treasury (in millions of U.S.$)
Nine-month period
Year Ended December 31, ended September 30, 2022 2023 2024 2025 Income tax payMentS …oooocnnnnnnnnnncnncnnnonononncnnnnnnnnnnnns 742 144 124 168 Copper Reserve LaW …..oooooooconccccnncnnncnnononononcnnnnnnnos 1,295 1,274 1,412 881 Subtotal…………ooooocoooonnccccccncnnnoccccnnnononaconnncnnnnnos 2,037 1,418 1,536 1,049 DIVIANÁS coocccccnnnnnnccncnnnnnncncncnnnonnnocononnnnnnncnnnnononacinos 260 – – 200 Total ..oooononnnonnnnnnnonnconaconona nono nonc conc nan oran ccn nooo 2,297 1,418 1,536 1,249
16
Corporate Information
CODELCOS”s principal executive offices are located at Huérfanos 1270, Santiago, Chile, postal code 8340424 and its telephone number 1s (562) 2690-3000. CODELCO was established by Decree Law No. 1,350, published in the Official Gazette on February 28, 1976, as amended.
17
The Offering [SSUOT ..oooooccnccnncnnccnnccnncnnoconcnoncnnncnnccnnconoconoconcnnaconconaronaconcnnocaninnnnns
Securities Offered……ooocooococnocnocnonocnnononncnnonoc noc nocnonornnonannanocnocnnnns ¡SST ¡SITIO
IOterest…..ooooooonononcncnonononcnononononononono nono no nono nono no nono no nono no nana nnnnnnnnnnns
Maturity Date ……ooooooooooooccccccncnnnnnnnonononononononnnnnnnnnnnnnnonnnnnnninnnnnnss
Corporación Nacional del Cobre de Chile.
2037 notes: U.S.$1,000,000,000 aggregate principal amount of 5.529% notes due 2037.
2053 notes: U.S.$250,000,000 aggregate principal amount of 6.300% notes due 2053.
2037 notes: 100.000%, plus accrued interest, 1£ any, from January 30, 2026, 1f settlement occurs after that date.
2053 notes: 101.879%, plus accrued interest from (and including) September 8, 2025 to, but excluding January 30, 2026, totaling U.S.$6,212,500 or
U.S.$24.85 per $1,000 principal amount of 2053 notes, plus accrued interest, 1f any, from January 30, 2026, 1f settlement occurs after that date.
January 30, 2026.
Interest on the 2037 notes will accrue at the rate of
5.529% per year from January 30, 2026. Interest on the 2037 notes will be payable semi-annually in arrears on January 30 and July 30 of each year, beginning on July 30, 2026.
Interest on the 2053 notes will accrue at the rate of
6.300% per year from September 8, 2025 (the most recent date on which interest was paid on the original 2053 notes). Interest on the 2053 notes will be payable semi-annually in arrears on March 8 and September 8 of each year, beginning on March $8,
2026.
Interest on the notes will be calculated on the basis of a 360-day year of twelve 30-day months. See Description of Notes.
2037 notes: January 30, 2037.
2053 notes: September 8, 2053.
18
Fungibility
Qualified ReOpenINg ……oocccccccnnnnnnnnnnnononnnonnncnnnnnonnnnnnnnnnnnonnnnnnnos
Withholding TaX …oooooonnnnnnncccnnncnonononononononcnonnnnnnnnnnnnononnnnnnnnnnnnnnos
The 2053 notes will be part of the same series as, and will be fungible with, U.S.$1,200,000,000 aggregate principal amount of our 6.300% Notes due 2053 that we issued on September 8, 2023 and January 26, 2024 (the original 2053 notes), except that the 2053 notes offered and sold in reliance on Regulation S (as defined herein) will be subject to certan U.S. selling restrictions. Accordingly, during a 40-day distribution compliance period commencing on their date of issuance, the 2053 notes offered hereby pursuant to Regulation S will have temporary CUSIPs and ISINs and will only become fully fungible with the original 2053 notes following the termination of such selling restrictions. Holders of the 2053 notes and the original 2053 notes will vote as one class under the indenture.
We expect to treat the 2053 notes offered hereby as issued in a qualified reopening of the original 2053 notes for U.S. federal income tax purposes. If the 2053 notes are so treated, they will be considered to have the same issue date and issue price as the original 2053 Notes for U.S. federal Income tax purposes.
See Taxation-U.S. Federal Income Taxation- Qualified Reopening.
Interest will be paid after withholding for or on account of certain taxes imposed by Chile. Under current Chilean law and regulations, payments of interest to holders of the notes that are not residents of Chile for purposes of Chilean taxation will generally be subject to Chilean withholding tax at a rate 0f 4.0%. Subject to specified exceptions and limitations, CODELCO will pay Additional Amounts (as defined in Description of Notes- Payment of Additional Amounts) in respect of such withholding tax on interest payments. See Description of Notes-Payment of Additional Amounts and Taxation-Chilean Taxation.
19
Tax Redemption ……..
Optional Redemption
Each series of notes 1s redeemable at the option of CODELCO in whole, but not in part, at any time at the principal amount thereof, plus accrued and unpaid interest and any Additional Amounts due thereon 1f, as a result of changes in the laws or regulations affecting Chilean taxation that are announced or become effective on or after the date of the agreement to purchase the notes, CODELCO becomes obligated to pay Additional Amounts on interest payments on the notes in respect of withholding or deduction of Chilean tax at a rate in excess of 4.0%. See Description of Notes-Redemption-Tax Redemption, Taxation-Chilean Taxation and Risk Factors-Risks Relating to the Offering.
2037 notes: We may redeem the 2037 notes at our option, in whole or in part, at any time and from time to time prior to the date that 1s three months prior to the maturity date of the 2037 notes, at a redemption price equal to the greater of 100% of the outstanding principal amount of the 2037 notes to be redeemed and a redemption price based on a make-whole premium, plus accrued and unpaid interest to the date of redemption. In addition, we may redeem the 2037 notes at our option, in whole or in part, at any time and from time to time, beginning on the date that 1s three months prior to the maturity date of the 2037 notes, at a redemption price equal to 100% of the outstanding principal amount of the 2037 notes to be redeemed, plus accrued and unpaid interest to the date of redemption.
2053 notes: We may redeem the 2053 notes at our option, in whole or in part, at any time and from time to time prior to the date that 1s six months prior to the maturity date of the 2053 notes, at a redemption price equal to the greater of 100% of the outstanding principal amount of the 2053 notes to be redeemed and a redemption price based on a make-whole premium, plus accrued and unpaid interest to the date of redemption. In addition, we may redeem the 2053 notes at our option, in whole or in part, at any time and from time to time, beginning on the date that 1s six months prior to the maturity date of the 2053 notes, at a redemption price equal to 100% of the outstanding principal amount of the 2053 notes to be redeemed, plus accrued and unpaid interest to the date of redemption.
See Description of Notes-Optional Redemption and Risk Factors-Risks Relating to the Offering.
20
Form and DenoMinati0N…..ocoononcncnncncncnonnononononnnonnrnnnonornnnononononnos
Payments; Transfers …oooonnnncccccnnnconncnnononnnnnncncnnnnnnnonnnnnnnnonccnnnnnnnos
Ranking …………….
Certain Covenants
Each series of notes will be issued in book-entry form only in denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.
Each series of notes will be represented by one or more global notes (the Global Notes) registered in the name of a nominee of DTC, as depositary, for the accounts of its direct and indirect participants, including Euroclear, as operator of the HEuroclear system, and Clearstream. See Description of Notes.
Payment of interest and principal amount with respect to interests in Global Notes will be credited by DTC, Euroclear or Clearstream, as the case may be, to the account of the holders of such interests with DTC, Euroclear or Clearstream, as the case may be. Transfers of interests in notes held through DTC, Euroclear or Clearstream will be conducted In accordance with the rules and operating procedures of the relevant system. There will be a paying agent.
The notes offered hereby will constitute direct, general, unconditional and unsubordinated obligations of CODELCO. The notes will rank without any preference among themselves and equally with all other unsubordinated obligations of CODELCO, other than certain obligations granted preferential treatment pursuant to Chilean law. It 1s understood that this provision will not be construed so as to require CODELCO to make payments under the notes ratably with payments being made under any other obligations.
The indenture governing each series of notes will not contain any restrictions on the amount of additional indebtedness which may be incurred by CODELCO or its subsidiaries; however, as set forth under Description of Notes-Covenants- Limitation on Liens, each series of notes will contain certain restrictions on the ability of CODELCO and its subsidiaries to incur secured indebtedness. See Description of Notes.
The indenture governing each series of notes will contain certain covenants, including, but not limited to, covenants with respect to (1) limitations on liens, (11) limitations on sale-and-lease-back transactions and (111) limitations regarding consolidation, merger, conveyance, sale or lease transactions. See Description of Notes- Covenants-Limitation on Liens, -Limitation on Sale-and-Lease-Back Transactions and – Consolidation, Merger, Conveyance, Sale or Lease.
21
Transfer RestrictiOMS …….occccccccccnnconccoonnnooonnnnnnnnnnnnononononnnonannnnnnss The notes offered hereby will not be registered under the Securities Act and are subject to restrictions on resales. See Transfer Restrictions.
Further ISSUES …….ooccncccnnccnnccnnnccnirononconocnonoconocnnronorcnnncnnncnnacnnccnns In accordance with the terms of the indenture, CODELCO may issue additional notes of the same series as the notes offered hereby at a future date.
See Description of Notes-Further Issues of Notes. Any such additional notes of the same series will increase the aggregate principal amount of, and will be treated as a single fungible series for all purposes under the indenture with, the notes offered hereby.
LISTIOY oooccccccnnnnncnnnnnononononnnnnnnnnnnnnnnnnnnonnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnss The original 2053 notes are listed, and we intend to apply to list both series of notes, on the Official List of the Luxembourg Stock Exchange and for trading on the Euro MTF market of the Luxembourg Stock Exchange; however, the 2037 notes have not been listed yet.
Governing Law; Submission to Jurisdicti0N ………oocooooooocncccnnos. Each series of notes and the indenture will be governed by the laws of the State of New York.
CODELCO will submit to the jurisdiction of the United States federal and state courts located in the Borough of Manhattan in the City of New York in respect of any action arising out of or based on the notes or the indenture. See Description of Notes-Governing Law; Submission to Jurisdiction; Sovereign Immunity.
Use Of ProceedS …oooooooononnncccccnnnonononononononononnnnnnnnnnnnnnonnnnnnnnnoninnnnss We intend to use the net proceeds from the sale of the notes offered hereby for general corporate purposes.
Trustee, Paying Agent, Transfer Agent and Registrar……………. The Bank of New Y ork Mellon
Risk FactorS …ccoooonooonccnnnnnncnononoconnnonononocononnnonononononnnnnnnnanncnccnnnnnnos Before investing, you should carefully consider the risks set forth under Risk Factors beginning on page 28 of this offering memorandum.
22
CO
The notes will be assigned the following securities codes:
2037 notes: 144A:
CUSIP: 21987B BQ0 ISIN: US21987BBQ05
Regulation S:
CUSIP: P3143N BZ6 ISIN: USP3143NBZ61
2053 notes: 144A:
CUSIP: 21987B BHO ISIN: US21987BBH06
Regulation S:
CUSIP: P3143N BR4 ISIN: USP3143NBR46
TEMPORARY CUSIP: P3143N CAO TEMPORARY ISIN: USP3143NCA02
549300UVMBCBCIPSU170
23
SUMMARY CONSOLIDATED FINANCIAL DATA
The following tables present CODELCOs summary consolidated financial data and other data as of and for each of the periods indicated. This data (other than the average London Metal Exchange (LME) copper prices) 1s derived from, and should be read together with, CODELCOs Consolidated Financial Statements, including the notes thereto, included elsewhere in this offering memorandum. This data should also be read together with Management’s Discussion and Analysis of Financial Condition and Results of Operations. The Consolidated Financial Statements and other financial information included in this offering memorandum are presented in accordance with IFRS. The unaudited results of operations for the nine-month periods ended September 30, 2024 and 2025 are not necessarily indicative of the results to be expected for the full year or any other period.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
A
Cost of sales!’?
Gross profit
Other INCOME coooocnccnnccnncnnncnnocnnonononnno naco noc nnnonoronocnnios
Impairment losses andor reversal of impairment losses determined in accordance with IFRS 9
Distribution costs
Administrative eXpensSeS …occcoocccnnccconcccnncccnncccnncccnnnos
Other expenses, by function?
Other galdS coooooocoooccnnnccononnnannnnnnnnnnnnonnnonnnannnnnnnnnnnnnnos
Finance income
Finance COStS …cooccoocnnccnnononcnnnonononocnononono nro nocnnncnanonos
Share of profit of associates and joint ventures accounted for using equity method
Foreign exchange differences
Profit (loss) before tax
Income tax expense’ …
Profit (loss) for the period
Profit (loss) attributable to owners of the parent ……
Profit (loss) attributable to non-controlling interests
Profit (loss) for the period
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Total current assetS…..oocooccnoccnccnocnnccnocnnoos Total property, plant and equipment (*?…
Investments accounted for using equity MethOdO ccoconicniccccconcnaconoranonoranonaconono
Non-current recelvables…………c.c…………
All other assetsÚO oconnccnncninccccoccconnccnnos Total assetS…..ccccccconnnncccnnnnnononcnnnnnnonocononos Total current liabilities ……………………….
Total non-current liabilities …………………
Total liabilitles…………o.coooonnoncncncnnnnnnccnnnnss Non-controlling interests ……….coommnnnn…..
Equity attributable to owners of the
For the nine-month period
For the year ended December 31, ended September 30, 2022 2023 2024 2024 2025 (in thousands of U.S.$) 17,018,409 16,393,229 16,993,379 12,314,933 13,229,007
(12,284,652) (13,273,343) (12,905,738) (9,231,435) (9,797,755) 4,733,757 3,119,886 4,087,641 3,083,498 3,431,252 64,731 93,039 80,654 62,802 34,265
(2,648) 2,279 (731) (663) (596)
(17,151) (25,497) (25,039) (17,158) (19,331)
(502,313) (544,162) (511,216) (370,181) (393,155)
(2,103,316) (2,062,806) (2,519,276) (1,752,316) (1,770,368) 29,782 43,046 37,306 33,814 29,166 47,245 99,051 124,856 104,935 49,583
(569,060) (778,910) (910,411) (686,020) (698,377)
51,991 (658,118) 65,377 84,429 84,746
(237,777) (44,963) 361,293 69,104 (140,257)
1,495,241 (757,155) 790,454 612,244 606,928
(1,133,670) 165,916 (545,738) (384,832) (449,852)
361,571 (591,239) 244,716 227,412 157,076
345,589 (374,974) 239,866 213,170 145,656
15,982 (216,265) 4,850 14,242 11,420
361,571 (591,239) 244,716 227,412 157,076 As of December 31, As of September 30, 2023 2024 2025 (in thousands of U.S.$)
6,794,843 7,289,281 6,446,488 6,416,964 32,715,373 34,753,327 37,924,388 40,325,401 3,527,323 2,866,698 2,934,150 3,021,736
88,906 71,272 79,708 78,450
1,610,787 1,895,670 2,315,984 2,638,613 44,737,232 46,876,248 49,700,718 52,123,935
3,920,485 4,383,983 4,958,222 4,876,286 29,162,182 31,445,616 33,441,007 36,026,784 33,082,667 35,829,599 38,399,229 40,903,070
914,083 696,954 701,844 714,696 10,740,482 10,349,695 10,599,645 10,506,169 11,654,565 11,046,649 11,301,489 11,220,865
24
Total liabilities and equity …….oooocoon……. 44,737,232 46,876,248 49,700,718 52,123,935
As of and for the nine-month period ended
OTHER ITEMS As of and for the year ended December 31, September 30,
2022 2023 2024 2024 2025 (in thousands of U.S.$, except ratios and copper prices)
Depreciation and amortization of assets .. 2,227,284 2,292,126 2,266,721 1,652,710 1,713,679 Interest expense, Met ..oooooccccccccncccnncnonononos: (521,815) (679,859) (785,555) (581,085) (648,794) Ratio of eamings to fixed charges
CO 3.8 0.8 1.9 2.0 2.0
Average LME copper price (U.S. £ per
399.0 384.5 414.9 414.3 433.5
Adjusted EBITDAS Lnnoccnccniccnicccincccnnos 5,565,440 4,184,275 5,439,023 4,021,539 4,158,828 Ratio of debt to Adjusted EBITDAS? …… 3.0 4.8 4.2 5.5 5.9
Ratio of debt to LTM Adjusted EBITDACO doncoconicncninoniccnncnnonnrnnonncnnnnnos
3.0 4.8 4.2 4.5 4.4
Adjusted EBITDA coverage ratio”*…….. 10.8 6.2 6.9 6.9 6.4
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Cost of sales for any period includes direct and indirect costs, depreciation and amortization associated with the production of copper and byproducts, as well as purchase costs of third-party copper, sold by CODELCO in that period.
Other expenses is comprised principally of costs related to the 10.0% special export tax paid by the Company, retirement plan and severance indemnities and fixed indirect costs below production level. See note 24.b of the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations.
CODELCO is subject to the new mining royalty tax, which generally comprises an Ad Valorem component which applies a tax rate of 1% on annual copper sales, and a mining margin component which applies progressive tax rates of between 5.0% and 14.0% under Law No. 20,026 (1.e.,
8%-26%) on the adjusted taxable mining operating margin. In addition, a maximum potential tax burden of 46.5% 1s established on the mining entitys operating profitability, measured as the adjusted pre-taxable mining operating income. In addition, CODELCO is subject to the corporate income tax rate of 25.0% since 2017 (pursuant to the tax reform in 2014) and a 40.0% tax on net earnings applicable to state-owned enterprises as specified by Decree Law No. 2,398, Article 2. See Taxation-Chilean Taxation and Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Distributions to the Chilean Treasury for additional information. See note 5 of the Consolidated Financial Statements and Management?s Discussion and Analysis of Financial Condition and Results of Operations- Liquidity and Capital Resources-Distributions to the Chilean Treasury and Regulatory Framework. See also Risk Factors-Risks Relating to CODELCO”s Relationship with the Government of Chile-CODELCO is subject to special taxes for information regarding the mining tax rate effective in 2016 and information regarding the new Mining Royalty Law, effective as of January 1, 2024.
See note 10 of the Consolidated Financial Statements and the Unaudited Interim Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations.
All other assets includes other non-current financial assets; other non-current non-financial assets; accounts receivable from related parties, non- current; non-current inventories; intangible assets other than goodwill; investment property; non-current tax assets and deferred tax assets.
For the purpose of calculating CODELCOS”s ratio of earnings to fixed charges (adjusted), (1) earnings consist of Adjusted EBIT and (11) fixed charges consist of finance cost. The ratio of earnings to fixed charges (adjusted) is calculated by dividing Adjusted EBIT by finance cost.
Adjusted EBIT is calculated by adding finance cost, impairment charges net of reversals (as defined in note (1) of the following table) and income tax expense to profit (loss) for the period. Adjusted EBIT, while not a financial performance measure under IFRS, 1s presented as an indicator of funds available to service debt. Adjusted EBIT and Adjusted EBITDA data are included in this offering memorandum because such data are used by investors to assess: (1) the operating trends and financial performance of the Company and (11) the ability of the Company to (a) service its existing debt, (b) incur new debt and (c) fund 1ts capital expenditures. The Company believes that Adjusted EBIT, while providing useful information, should not be considered in isolation as a substitute for profit for the period, as an indicator of operating performance, or as an alternative to cash flow as a measure of liquidity. Additionally, the Companys calculation of Adjusted EBIT may be different than the calculation used by other companies and therefore, comparability may be affected. See notes 10, 22 and 24 of the Consolidated Financial Statements and Unaudited Interim Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information about impairment charges and reversals and other non-cash charges.
Average price on the LME for Grade A cathode copper during period.
Adjusted EBITDA is calculated by adding finance cost, income tax expense, depreciation and amortization of assets plus export taxes and impairment charges net of reversals (as defined in note (1) of the following table) to profit (loss) for the period. Adjusted EBITDA is presented because it is a widely accepted indicator of funds available to service debt, although 1t is not an IFRS-based measure of liquidity or performance.
Adjusted EBIT and Adjusted EBITDA data are included in this offering memorandum because such data are used by investors to assess: (1) the operating trends and financial performance of the Company and (11) the ability of the Company to (a) service 1ts existing debt, (b) incur new debt and (c) fund its capital expenditures. The Company believes that Adjusted EBITDA, while providing useful information, should not be considered in isolation or as a substitute for profit as an indicator of operating performance, or as an alternative to cash flow as a measure of liquidity.
Additionally, the Company?s calculation of Adjusted EBITDA may be different than the calculation used by other companies and therefore, comparability may be affected. See notes 10, 22 and 24 of the Consolidated Financial Statements and Unaudited Interim Consolidated Financial Statements and Managements Discussion and Analysis of Financial Condition and Results of Operations for further information about impairment charges and reversals and other non-cash charges.
The ratio of debt to Adjusted EBITDA is calculated by dividing debt by Adjusted EBITDA. Debt is defined as loans from financial institutions plus bonds issued.
25
(10) The ratio of debt to LTM Adjusted EBITDA is calculated by dividing debt by the last twelve months of Adjusted EBITDA. Debt 1s defined as loans from financial institutions plus bonds issued.
(11) Adjusted EBITDA coverage ratio 1s the ratio of Adjusted EBITDA to finance cost net of finance income. See note 10 above for further information about Adjusted EBITDA and notes 22 and 24 of the Consolidated Financial Statements and Unaudited Interim Consolidated Financial Statements and Managements Discussion and Analysis of Financial Condition and Results of Operations for further information about impairment charges and reversals and other non-cash charges.
(12) The amounts for property, plant, and equipment in the table above include property, plant and equipment and right-of-use assets.
The following table shows CODELCOs earnings, Adjusted EBIT, ratio of earnings to fixed charges (adjusted),
Adjusted EBITDA and reconciliation of Adjusted EBIT and Adjusted EBITDA for the periods indicated.
For the nine-month period ended
For the year ended December 31, September 30, 2022 2023 2024 2024 2025 (in thousands of U.S.$)
Profit (loss) for the period …………………… 361.571 (591.239) 244.716 227.412 157.076 Income tax expense coooocccccccccccccnnnnnnnnnnnnoos 1.133.670 (165,916) 545.738 384.832 449.852 Finance COSÉS ..ooooooccccccnooooonnnoconononononcconanoss 569,060 778,910 910,411 686,020 698,377 Impairments O aoococicnicnicniconcnnnnnanonacinonnono 91.430 614,055 50,219 43,020 56,983 Adjusted EBITO Luoococionionionicionioniccnos. 2,155,731 635,810 1,751,084 1,341,284 1,362,288 Ratio of earnings to fixed charges (adjust) ccccociciococicicnacacinonananinnon nos 3.8 0.8 19 2.0 2.0 Depreciation and amortization of assets( 2,227,284 2,292,126 2,266,721 1,652,710 1,713,679 Copper Reserve Law oconcoicnicnicnincnnonos 1,273,425 1,256,339 1,301,864 942,801 992,005 Ad-Valorem component of Royalty – – 119,354 84,744 90,856 Adjusted EBITDA …..oooooocccccccnooocncccnonnnos. 5,565,440 4,184,275 5,439,023 4,021,539 4,158,828
(1) Impairments include charges and reversals related to charges of investment projects, research projects and investment in associates and joint
(2)
(3)
(4)
(5) ventures and exclude impairment charges related to definite-lived tangible assets which show indicators of impairment under International Accounting Standard No. 36. See Notes 9 and 22 of the 2022-2023 Consolidated Financial Statements, Notes 10 and 24 of the 2024-2025 Consolidated Financial Statements, Notes 10 and 2024 of the Unaudited Interim Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information about impairment charges and reversals and other non-cash charges.
Adjusted EBIT is calculated by adding finance cost, impairment charges net of reversals (as defined in note (1) above) and income tax expense to profit (loss) for the period. Adjusted EBIT, while not a financial performance measure under IFRS, is presented as an indicator of funds avallable to service debt. Adjusted EBIT and Adjusted EBITDA data are included in this offering memorandum because such data are used by Investors to assess: (1) the operating trends and financial performance of the Company and (11) the ability of the Company to (a) service its existing debt, (b) incur new debt and (c) fund its capital expenditures. The Company believes that Adjusted EBIT, while providing useful information, should not be considered in isolation as a substitute for profit for the period, as an indicator of operating performance, or as an alternative to cash flow as a measure of liquidity. Additionally, the Companys calculation of Adjusted EBIT may be different than the calculation used by other companies and therefore, comparability may be affected. See notes 10, 22 and 24 of the Consolidated Financial Statements and Unaudited Interim Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information about impairment charges and reversals and other non-cash charges. Adjusted EBIT for 2022 and 2023 reflects additional adjustments, as compared to previous disclosures of such figures, to account for the impairment of assets, project write-offs, impairment of the Company?s investment in Anglo American Sur (AAS), and the effect of the royalty related to such investment.
For the purpose of calculating CODELCOS”s ratio of earnings to fixed charges (adjusted), (1) earnings consist of Adjusted EBIT and (11) fixed charges consist of finance cost. The ratio of earnings to fixed charges (adjusted) 1s calculated by dividing Adjusted EBIT by finance cost.
See note 22 of the Consolidated Financial Statements and the Unaudited Interim Consolidated Financial Statements.
The Copper Reserve Law currently requires the payment of a 10.0% special export tax on receivables of the sales proceeds that CODELCO receives and transfers to Chile from the export of copper and related by products produced by CODELCO. For further information, see Risk Factors- Risks Relating to CODELCO”s Relationship with the Government of Chile- CODELCO is subject to special taxes.
26
The following table shows CODELCOs debt and ratio of debt to Adjusted EBITDA and Adjusted EBITDA coverage ratio for the periods indicated.
As of and for the nine-month period As of and for the year ended December 31, ended September 30,
2022 2023 2024 2024 2025 (in thousands of U.S.$, except ratios)
DeDt….ooocccccncnnnnnonoooonncnonnnnonononnncnnnanononnnnnnos 16,958,377 20,198,102 22,722,563 22,233,216 24,553,614 Ratio of debt to Adjusted EBITDA(?……… 3.0 4.8 4.2 5.5 5.9 A 30 48 42 43 44 Finance INCOME oooooooocccnncncnoncnonaonnnnnnoncnnnnnos 47,245 99,051 124,856 104,935 49,583 Adjusted EBITDA coverage ratio*……….. 10.8 6.2 6.9 6.9 6.4
(1) The ratio of debt to Adjusted EBITDA is calculated by dividing debt by Adjusted EBITDA. Debt is defined as loans from financial institutions plus bonds issued.
(2) Ratio of debt to LTM Adjusted EBITDA is calculated by dividing debt by the last twelve months of Adjusted EBITDA. Debt is defined as loans from financial institutions plus bonds issued.
(3) Adjusted EBITDA coverage ratio 1s the ratio of Adjusted EBITDA to finance cost net of finance income.
27
RISK FACTORS
Prospective purchasers of the notes offered hereby should carefully consider all of the other information contained herein, including the risk factors set forth below. As a general matter, investing in the securities of an issuer, substantially all of whose operations are in a developing country such as Chile, involves a higher degree of risk than investing in securities of issuers with substantially all of their operations in the United States and other jurisdictions.
Risks Relating to CODELCOs Operations
CODELCO has in the past recognized significant impairment charges for certain assets and, if market and industry conditions deteriorate, further impairment charges may be recognized.
A substantial amount of CODELCOS”Ss total assets are property, plant and equipment. As of December 31, 2024,
76.3% of our total assets were property, plant and equipment. In accordance with IFRS as issued by the IASB, we review the carrying amount of our assets to determine whether there is any indication that those assets have suffered an impairment loss. CODELCO uses the value-in-use methodology to ensure that the recoverable amount of our property, plant and equipment 1s not impaired. In assessing the value-in-use, the estimated future cash flows are discounted using a pre-tax discount rate that reflects current market assessments at the time value of money and the risks specific to the asset.
In 2022, CODELCO recorded an impairment of the value of the Ventanas Smelter assets in the amount of
U.S.$89.4 million before taxes. In 2023, CODELCO performed an evaluation of the value of 1ts investment in the associate Anglo American Sur and determined that the recoverable amount of the asset 1s less than the carrying value recorded, recognizing an impairment of U.S.$522.4 million, which is recognized under the caption Equity in earnings (losses) of associates and joint ventures accounted for using equity method in the statement of comprehensive income for the year 2023. We may write off capitalized expenses for engineering and other costs for certain projects that do not go forward or certain mining rights that we determine may no longer be commercialized, which we would not expect to have a material effect on the Companys financial results or operating position. Because the impairment calculation is directly associated with the outlook of copper prices and operating performance, a downturn in the copper price outlook or a decline in operating performance could require further impairment losses on our plant, property and equipment. Such Impairment charges could be material to our financial statements.
CODELCO*s business is highly dependent upon the price of copper.
CODELCOSs financial performance is significantly affected by the market prices of copper. These prices have been historically subject to wide fluctuations and are affected by numerous factors beyond the control of CODELCO, including international economic and political conditions, levels of supply and demand, the availability and costs of substitutes, inventory levels maintained by producers and others and actions of participants in the commodities markets.
To a lesser extent, copper prices are also subject to the effects of inventory carrying costs and currency exchange rates.
In addition, the market prices of copper have occasionally been subject to rapid short-term changes. See Overview of the Copper Market.
In 2024, copper prices averaged 414.9 cents per pound, an increase from 384.5 cents per pound in 2023 (which could be attributable to stronger demand expectations, ongoing supply constraints, and market optimism around the energy transition). In 2022, copper prices averaged 399.0 cents per pound. China has been the main driver of copper consumption in recent years, and in 2022, 2023 and 2024, 37.7%, 41.7% and 38.1% respectively, of CODELCOS”s sales were made to China. If economic conditions deteriorate in China or other emerging markets, demand from customers in those markets could decline and the market price of copper could fall. A decline in copper prices would have an adverse Impact on CODELCOs revenues and financial results. In 2024, each one-cent change in CODELCOs average annual copper price per pound sold caused a variation in revenue of approximately U.S.$31.8 million. HCODELCOs average annual copper price per pound declines significantly for an extended period of time, CODELCO may, subject to other factors such as operating costs, be required to recognize asset impairments. In 2025, copper prices have also reflected heightened volatility stemming from geopolitical and trade-related developments. In particular, the announcement of a potential imposition of U.S. tariffs on copper products, supported by a Section 232 investigation, has contributed to short- term price fluctuations and distortions across both physical and financial markets. These announcements prompted certain
28
U.S. customers to advance orders ahead of the potential implementation of tariffs, widening the differential between the New York Commodity Exchange (COMEX) and LME prices and adding to overall market volatility.
During the nine months ended September 30, 2025, prices of copper averaged 433.5 cents per pound, an increase from 414.2 cents per pound during the same period in 2024. In the event of a sustained decline in prices, CODELCO has In the past and could again determine to curtail operations or suspend certain of 1ts mining and processing operations. See Managements Discussion and Analysis of Financial Condition and Results of Operations.
CODELCO faces competition in the copper market from other copper producers.
CODELCO faces competition from other copper mining companies and producers of copper around the world.
Although CODELCO continues to focus on reducing costs, there can be no assurance that competition from lower cost producers will not have a material adverse effect on the business, financial condition, results of operations or prospects of CODELCO.
The mining industry has experienced significant consolidation in recent years, including consolidation among some of CODELCOs main competitors, as a result of which an increased percentage of copper production 1s from companies that also produce other products and are, consequently, more diversified. There can be no assurance that the result of current or further consolidation in the industry will not have a material adverse effect on the business, financial condition, results of operations or prospects of CODELCO.
Most of CODELCOs copper output is dependent upon production from three of its main mining complexes.
Three of CODELCOs mining complexes produced over 63.5% of 1ts copper output in 2024 (including CODELCOs share in the El Abra deposit, Anglo American Sur and Quebrada Blanca). The El Teniente Division, including the Caletones smelter, produced an aggregate of 356.4 metric tons of copper in 2024. The Chuquicamata mine produced 289.0 metric tons, and the Radomiro Tomic mine produced 270.5 metric tons during the same period. If operations in any of these three mining complexes were significantly reduced, interrupted or curtailed, CODELCOs financial condition and its ability to make the required payments on the notes could be materially and adversely affected.
CODELCO cannot assure you that production interruptions will not occur or that any such incident would not materially adversely affect 1ts production. See Business and Properties-Operations-Chuquicamata Division, -Radomiro Tomic Division and -El Teniente Division.
The business of mining is subject to risks, some of which are not completely insurable.
The business of mining, smelting and refining copper is generally subject to a number of risks and hazards, including industrial accidents, labor disputes, unexpected geological conditions, mine collapses, vandalism, theft, changes in the regulatory environment and pollution, environmental hazards, weather and other natural phenomena, such as earthquakes, fires and floods. Such occurrences could result in damage to, loss of, or destruction of, mineral properties or production facilities, human exposure to pollution (e.g., public exposure to sulfur dioxide emissions), personal injury or death, environmental and natural resource damage, delays in mining, monetary losses and possible legal liability. On July 31, 2025, a seismic event occurred at the El Teniente mine, resulting in tragic loss of six lives. The incident led to the suspension of operations across multiple sectors. As of the date of this offering memorandum, most areas have been authorized to resume their activities; however, operations in Recursos Norte and Andesita (part of the New Mine Level structural project) remain suspended. For more information, see Summary-Recent Developments-Fatal accident at El Teniente Division. CODELCO maintains insurance consistent with copper mining industry standards and in amounts that 1t believes to be adequate, but which may not provide complete coverage in certain circumstances. Insurance against certain risks (including certain liabilities for environmental pollution and other hazards as a result of exploration and production) 1s not generally available to CODELCO or to other companies within the industry.
Under each of CODELCOs copper sales agreements, CODELCO or its customer may suspend or cancel delivery of copper during a period of force majeure. Events of force majeure under the agreements include acts of nature, strikes, fires, floods, wars, transportation delays, governmental actions or other events that are beyond the control of the parties. Any suspension or cancellation of deliveries under copper sales agreements that are not replaced by delivery
29 under new contracts or sales on the spot market could have a material adverse effect on the business, financial condition, results of operations or prospects of CODELCO.
CODELCO?s water supply could be affected by geological changes or environmental regulations.
CODELCO’*s business is dependent on the availability of water for the production of copper and subject to environmental regulations regarding water usage. In the past, Chile has experienced droughts severe enough to adversely affect the energy sector of the economy in the central and southern regions of Chile. CODELCOs access to water may also be impacted by changes in geology or other natural factors that CODELCO cannot control. If Chile were to experience a drought or CODELCO was otherwise unable to obtain adequate water supplies, CODELCOSs ability to conduct its operations could be impaired according to the latest studies, CODELCO’s operations are located in areas of high water stress, with the exception of El Teniente, which operates in a region with lower levels of scarcity.
On April 6, 2022, Law No. 21,435, which reforms the Water Code was published in the Official Gazette (the Water Code Reform). The Water Code Reform reaffirms that water rights are a public asset, acknowledging the right to access water and sanitation as an essential and inalienable human right. However, water rights granted post Water Code Reform will be limited in time, as the concessions will be granted for 30 years. The concession will be automatically renewed, unless Chile*s General Water Bureau sets out that the relevant water right 1s not being used effectively upon 1ts expiration date or that a renewal could affect the sustainability of the water source. Furthermore, the Water Code Reform added the concept of public interest as a requirement for the granting of new water rights. Additionally, the Water Code Reform prioritizes human consumption over other uses; recognizes the constitution of rights for non-extractive uses such as environmental conservation and tourism; restricts the use of certain water use rights in situations of scarcity; and reforms the current regulation of mining waters, among other matters. On July 13, 2023, Law No. 21,586, was enacted to amend Law No. 21,435 by extending the term to register certain water rights set forth therein, and to amend the Water Code to introduce an administrative procedure to clarify and complete titles of water rights.
The Water Code was amended by Law No. 21,671, published in the Official Gazette on May 30, 2024, to accelerate the entry into force of the declarations of water shortage zones. Among other changes, 1t sets forth that the supreme decrees and resolutions on this subject matter issued by the General Water Direction (Dirección General de Aguas) shall be complied with immediately.
The enactment of these laws andor other regulatory projects related to water resources currently under discussion in the Chilean Congress may negatively affect CODELCOs water supply.
Also, CODELCO”s activities are subject to compliance with obligations, measures and conditions set forth in several environmental authorizations (Resoluciones de Calificación Ambiental), including those related to water consumption and supply. Environmental authorizations for future expansions or modifications of current activities may set forth stricter limitations to water use and supply. The enactment of these laws andor other regulatory projects related to water resources currently under discussion in Congress may eventually affect CODELCOs water supply, which in turn may have a material adverse effect on CODELCO”s financial condition and results of operations.
CODELCOs compliance with environmental, health and safety laws may require increased costs, including capital commitments, and non-compliance may subject it to significant penalties, legal liabilities, and detrimental financial, business and reputational impacts. Additionally, delays in receiving environmental and safety permits or related suspensions could impact project development and have an impact on CODELCOs operations and revenue.
Chile has adopted environmental, health and safety regulations requiring industrial companies operating in Chile, including CODELCO, to undertake programs to reduce, control or eliminate various types of pollutants and to protect natural resources, including water and air, among other requirements. Under these regulations, the Ministry of the Environment (Ministerio del Medio Ambiente) can declare an area to be polluted or potentially polluted, requiring a prevention or decontamination plan to be put in place. Such plans may increase the costs of developing new facilities or expanding existing ones in the designated area. In this regard, once an area 1s declared as latent or saturated, by means of a resolution signed by the Minister of the Environment, provisional measures may be adopted. The Ministry of the Environment has declared some of the areas where CODELCO operates to be polluted, and the measures put in place under applicable prevention or decontamination plans are subject to change and may become more stringent over time.
30 Environmental, health and safety laws and regulations are complex, change frequently and have tended to become increasingly stringent over time. For example, changes to current environmental laws and regulations, and additional environmental laws and regulations, have been adopted, including environmental crimes legislation, and have recently been proposed, including green taxes, climate change and protected areas, laws that could (1) prevent expansion of our operations into certain areas, (11) require us to obtain additional permits and (111) result in increased cost and potential delays. Moreover, certain changes to environmental, health and safety laws and regulations are pending, and other new laws or regulations may be adopted in Chile in the future. In addition, community and environmental activist groups have protested the development of certain mines of our competitors in Chile and may increase demands for socially responsible and environmentally sustainable practices, and their efforts may lead to operational delays and the creation or revision of government regulations and policies with respect to the mining industry in Chile, litigation and increased costs.
CODELCO must comply with certain air quality environmental regulations regarding particulate matter (PM10 andor MP2.5) and sulfur dioxide (SO2) in the areas surrounding the Potrerillos, Caletones, Ventanas and Chuquicamata smelting plants. The Chuquicamata, Potrerillos and Caletones smelting plants and Ventanas copper refinery have decontamination plans for such pollutants. In 2023, the environmental authority initiated the review of these decontamination plans. CODELCO is currently unable to fully assess what may be required of 1t or the cost of compliance with the revised PM10 pollution reduction plans, the SO2 prevention plan or any future changes to the other plans covering the areas where CODELCO operates. In 2024, the Ministry of the Environment implemented a series of provisional measures to control PM10 particulate matter in Calama and its surrounding areas. These measures include emission controls at CODELCOs mines in Chuquicamata, Ministro Hales, and Radomiro Tomic, with the aim of Improving air quality in the city of Calama. CODELCO has developed a plan to implement these measures, which is currently underway and has not shown any significant deviations so far. However, there 1s a risk that the new Environmental Decontamination Plan for Calama may impose stricter measures, potentially leading to higher implementation costs for CODELCO.
An air emissions standard for smelters, including emissions of SO2, PM10, arsenic and mercury (Hg), was enacted by the Ministry of the Environment in 2013. CODELCOs cost of compliance with the standard amounted to
U.S.$2.2 billion. The revision of the emission standard was initiated in 2020. On August 14, 2025, the revised emission standard was approved by the Ministry Committee, and it 1s expected to be enacted during the first quarter of 2026. As of the date of this offering memorandum, the Caletones, Chuquicamata and Potrerillos smelters meet the requirements of the current standard. However, in order to meet the requirements of the new standard, CODELCO is required to execute investments within a period of nine years after publication. See Regulatory Framework–Environmental Regulations.
Under the Paris Agreement reached during the 21st Conference of the Parties to the United Nations Framework Convention on Climate Change in 2015, several governments have pledged Nationally Determined Contributions to control and reduce greenhouse gas emissions. Assuming that the Chilean economy grows at the same rate 1t has grown over the previous ten years, excluding the years of the global financial crisis, and such growth rate is sufficient, Chile has committed to reducing its CO2 emissions per GDP unit by 30.0% below 2007 levels by 2030 and, subject to an international monetary grant, reducing 1ts CO2 emission per GDP unit by 2030 until 1t reaches a 35.0% to 45.0% reduction with respect to the 2007 levels. In 2019, during the 25th Conference of the Parties to the United Nations Framework Convention on Climate Change in Madrid, the Government of Chile announced an update to 1ts Nationally Determined Contribution, which includes the reduction of its CO2 emissions per GDP unit by 45.0% below 2016 levels by 2030.
In June 2022, Law No. 21,455 on climate change (Climate Change Framework Law) was published in the Official Gazette, creating a legal framework for the management and implementation of climate change mitigation and adaptation measures, with the goal of reaching greenhouse gas emissions neutrality by 2050. In addition, this law aims to strengthen the country?s resilience to the adverse effects of climate change, in line with Chiles international commitments. Under the Climate Change Framework Law, there are several measures aiming to achieve greenhouse gas emissions neutrality. Among those are sectoral mitigation plans (planes sectoriales de mitigación de cambio climático), which define actions to reduce or absorb greenhouse gases in line with the long-term climate strategy (estrategia climática de largo plazo) required to be issued by the Chilean government. On December 19, 2025, the Ministry of Mining published Decree No. 24 in the Official Gazette, which strengthened the mining sector?s climate change prevention and
31 response and recognized CODELCO as a key large-scale mining player.
In February 2023, a water quality standard for the Aconcagua river basin was published in the Official Gazette.
In addition, the authorities are developing water quality standards for other water bodies that CODELCO currently or may in the future discharge into, including the Loa and the Cachapoal rivers. Such standards could require CODELCO to incur additional costs to manage liquid waste discharges.
Any new laws or regulations could result in significant additional environmental compliance costs or delays in expansion projects. As of September 30, 2025, CODELCO had provisions of U.S.$2.1 billion for future decommissioning and site restoration costs, primarily related to tailing dams, closures of mine operations and other mining assets. Outside of Chile, CODELCO*s operations are also subject to extensive international, national and local environmental, health and safety laws and regulations in the countries where we have operations.
CODELCOs operations are also regulated by several environmental authorizations. Environmental authorizations for future expansions or modifications of current activities may set forth obligations, conditions and measures that entail increased costs and for which failure to comply may result in civil, administrative, or criminal fines or sanctions, claims for environmental damages, remediation obligations, the revocation of environmental authorizations or the temporary or permanent closure of facilities.
CODELCOS”s environmental permits may be revoked, annulled or delayed through judicial action brought by interested parties to challenge environmental licenses (recurso de reclamación) or other remedies set forth in general administrative regulations that are frequently used to seek the revocation of granted environmental approvals (solicitud de invalidación).
CODELCO has implemented ISO 14001 certified environmental management systems at each of its divisions to monitor and achieve compliance with applicable environmental laws and regulations. While CODELCO has budgeted for future capital and operating expenditures to maintain compliance with these laws and regulations, there is no guarantee that current levels of expenditures and capital commitments will be sufficient to achieve future compliance. There also can be no assurance that CODELCO has been or will be at all times in complete compliance with environmental laws and regulations, or that proceedings or civil actions will not be brought, or that fines and other sanctions will not be imposed for such noncompliance in the future. In addition, there can be no assurance that more stringent enforcement of, or changes in, existing laws and regulations, the adoption of additional laws and regulations or the discovery of new facts resulting in increased liabilities would not have a material adverse effect on CODELCO’s business, financial condition, results of operations or prospects.
For further information on environmental matters, and current and proposed environmental laws and regulations, see Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Environmental and Regulatory Framework-Environmental Regulations.
CODELCO?s failure to meet investor, consumer or societal expectations related to environmental, social or governance (ESG) matters could adversely affect its reputation, investor opinion and access to new capital.
Sustainability is an integral part of CODELCO'”s strategy. CODELCO has set sustaimability targets, which it hopes to reach by December 2030, and include (1) 70.0% reduction of greenhouse gas emissions (Scope 1 and 2) from 2019 levels; (11) reduction in the unit consumption of continental water for sulfides in high water stress basins by 60% compared to 2019 levels; (111) recycling 65.0% of industrial waste; (1v) implementation of online monitoring and infiltration control systems to all tailing storage facilities; (v) 60.0% increase of goods and services provided by local suppliers from 2019 levels; and (vi) 25.0% reduction of particulate matter (PM10) emissions from 2019 levels. Although CODELCO is committed to reaching such sustainability targets by 2030, not reaching them may affect CODELCO’s reputation, investor opinion and access to new capital.
CODELCO is committed to operating in a socially responsible manner, however our reputation and social license to operate may be affected by our perceived impact on the environment and society in which CODELCO operates, and CODELCO may face opposition from local communities with respect to 1ts ongoing and future projects. Such perception could adversely affect our reputation, investor opinion and access to new capital and thus our results or operations and
32 financial condition.
CODELCO is subject to legal proceedings and legal compliance risks that may adversely impact its financial condition, results of operations and liquidity.
CODELCO spends substantial resources ensuring that 1t complies with local regulations, contractual obligations and other legal standards. Notwithstanding this, CODELCO is subject to a variety of legal proceedings and compliance risks in respect of various matters, including tax, environmental- and labor-related matters that arise in the course of its business and in its industry as well as disputes with governmental agencies. For example, CODELCO is subject to various labor proceedings in which workers and families of deceased workers allege that working conditions caused the workers to contract silicosis. More recently, CODELCO is subject to various investigations related to the July 31, 2025 seismic event at the El Teniente mine that resulted in the tragic loss of six lives. For more information, see Summary-Recent Developments-Fatal accident at El Teniente Division.
Although CODELCO has undertaken precautionary measures, there have been fatalities involving CODELCO personnel in the past and there may be additional fatalities in the future. Serious accidents, including fatalities, may subject CODELCO to substantial penalties, civil litigation or criminal prosecution. Claims for damages to persons, including claims for bodily injury or loss of life, could result in substantial costs and liabilities, which could materially and adversely affect CODELCOs financial condition, results of operations or cash flows. If CODELCO”s safety record were to substantially deteriorate over time or CODELCO were to suffer substantial penalties or criminal prosecution for violation of health and safety regulations, CODELCOs contracts may be cancelled or 1t may not be awarded future business. A negative outcome in an unusual or significant legal proceeding or compliance investigation could also adversely affect our financial condition and results of operations. For information regarding CODELCOs current significant legal proceedings, see Business and Properties-Comptroller General of the Republic and Business and Properties-Legal Proceedings.
Earthquake damage to CODELCOs properties and operations could negatively affect CODELCO”s results.
Chile 1s located in a seismic area that exposes CODELCO”s operations to the risk of earthquakes. Chile has been adversely affected by powerful earthquakes in the past, including, most recently, (1) in 2015 when an earthquake struck the coast of Chile, (11) in 2014 when an earthquake struck the north of Chile and (111) in 2010 when a severe earthquake struck the southern central region of Chile. The 2015 earthquake measured 8.3 on the Richter scale and affected the coast of Chile just north of Santiago, with no significant consequences for the rest of the country. The 2014 earthquake measured 8.2 on the Richter scale and affected mainly the Arica and Tarapacá Regions, with no significant consequences for the rest of the country. The 2010 earthquake and its aftershocks, as well as tsunamis from adjacent coastal waters, caused severe damage to Chiles infrastructure, including roads, bridges, ports and Santiago*s international airport, affecting areas across the country.
Although the 2015, 2014 and 2010 earthquakes did not have any substantial effect on CODELCO or its results of operations, and although CODELCOs mining operations are subject to, and designed to withstand, damage from significant seismic events, an earthquake occurring closer to CODELCOs operations in northern Chile could cause damage to its mining operations that would not be covered by insurance, except to the extent that 1ts production ceased for more than 30 days and subject to the specific terms, conditions and limitations of the applicable insurance policies.
Any such damages caused by an earthquake that were not covered by insurance could have an adverse effect on CODELCOSs results of financial condition, results of operations or cash flow.
If these and other natural phenomena occur in the future, CODELCO may suffer damage to, or destruction of, properties and equipment, which may negatively affect 1ts business, particularly 1f those problems affect 1ts computer- based data processing, transmission, storage and retrieval systems and destroy valuable data. In addition, 1fa significant number of its local employees and managers were unavailable in the event of a disaster, CODELCOS*s ability to effectivel y conduct business could be severely compromised. An earthquake, or another natural disaster could damage some of CODELCO”s mining operations, force 1t to close damaged facilities or locations, increase recovery costs as well as cause economic damage, which in turn may have a material adverse effect on CODELCOs business.
33 Future compliance with a changing and complex regulation scheme may require changes in CODELCOs business.
CODELCOS*s exploration, mining, milling, smelting and refining activities are also subject to non-environmental Chilean laws and regulations (including certain industry technical standards), which change from time to time. Matters subject to regulation include, but are not limited to, concession fees, transportation, production, reclamation, export, taxation and labor standards.
While CODELCO does not believe that compliance with such laws and regulations will have a material adverse effect on 1ts business, financial condition, results of operations or prospects, there can be no assurance that more stringent enforcement of, or change in, existing laws and regulations, the adoption of additional laws and regulations, including increased government supervision and control over the management of CODELCOs business and 1ts awarding of contracts, or the discovery of new facts resulting in increased liabilities or costs would not have a material adverse effect on CODELCOS”s business, financial condition, results of operations or prospects.
CODELCO*s business plans are based on estimates of the volume and grade of CODELCOs ore deposits, which could be incorrect.
CODELCOs ore deposits (its resources and reserves) described in this offering memorandum constitute estimates based on standard evaluation methods generally used in the international mining industry and on assumptions as to production costs and market prices. The actual ore deposits may not conform to geological, metallurgical or other expectations, and the volume and grade of ore recovered may be below the estimated levels. Lower market prices, as well as increased production costs, reduced recovery rates and other factors, may render CODELCO’s ore deposits uneconomic to exploit and may result in revision of its reserve and resource estimates from time to time. Reserve and resource data are not indicative of future results of operations. See Business and Properties-Ore Reserves.
CODELCO*s business requires substantial capital expenditures.
CODELCOs business is capital-intensive. Specifically, the exploration and exploitation of copper reserves, mining, smelting and refining costs, the maintenance of machinery and equipment and compliance with applicable laws and regulations require substantial capital expenditures. CODELCO expects to make capital expenditures of approximately U.S.$17.2 billion between 2025 and 2027 (current project portfolio and mine development) in addition to
U.S.5279 million in its subsidiaries. See Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Capital Expenditure Program. There can be no assurance that CODELCO will be able to maintain 1ts production levels or generate sufficient cash flow, capitalize a sufficient amount of 1ts profit or have access to sufficient investments, loans or other financing alternatives to finance its capital expenditure program at a level necessary to continue its exploration, exploitation and refining activities at or above its present levels.
CODELCO*s future performance depends on the results of current and future innovation and exploration.
CODELCO has a two-pronged exploration program that is focused on increasing reserves of its existing divisions and exploring for new deposits outside of its current operations. As the ore quality of CODELCOs reserves continues to decline over time, innovation and exploration are increasingly important to CODELCOs success.
CODELCO expects to maintain 1ts production levels through its expansion and development projects for the next three years. See Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Capital Expenditure Program for more detail. While initial results have been favorable, there can be no guarantee that CODELCO’s exploration program will continue to be successful. In addition, there may be some degree of execution risk associated with the expansion of operations into deeper mines or mines at higher altitudes.
CODELCO*s expansion program could also experience delays or be negatively impacted by higher costs. If£CODELCOs expansion program 1s not successful, 1t would materially and adversely affect 1ts copper production levels. For a description of CODELCOSs current development programs, see Business and Properties-Resource Development.
CODELCO has experienced high energy costs and may experience higher energy costs in the future.
Energy represents an important part of CODELCO’s production costs. The main sources of energy for CODELCOS*”s operations are electricity, liquid fuels (such as diesel, fuel oil and gasoline) and natural gas. With respect
34 to liquid fuels and natural gas, these commodities are subject to price fluctuations resulting from external factors beyond CODELCOS*Ss control. If the prices of liquid fuels or natural gas increase, or 1f we are otherwise unable to secure reliable access to electricity at acceptable prices, we may be forced to curtail production or may experience higher production costs, either of which would adversely affect our results of operations. Any energy shortages where we have operations and projects, due to stress of infrastructure, high demand or weather conditions, may adversely impact the cost or supply of electricity for our operations.
Any interruption or destruction or loss of data in CODELCOs information technology systems due to technical or operational malfunctions or cyber-attacks could have a material adverse effect on its reputation, business, financial condition and results of operations.
CODELCO is subject to a variety of information technology and system risks as a part of its normal course of operations, including potential breakdown, invasion, virus, cyber-attack, cyber-fraud, security breach, and destruction or interruption of CODELCOs information technology systems by third parties or CODELCOs own personnel. Although CODELCO has security measures and controls in place that are designed to mitigate these risks, a breach of 1ts security measures or a loss of information could occur and result in a loss of material and confidential information, breach of privacy laws and a disruption to 1ts business activities. In addition, information systems could be damaged or interrupted by natural disasters, force majeure events, telecommunications failures, power loss, acts of war or terrorism, computer viruses, malicious code, physical or electronic security breaches, intentional or inadvertent user misuse or error, or similar events or disruptions. Any of these or other events could cause interruptions, delays, loss of critical or sensitive data or similar effects, which could have a material adverse impact on the protection of intellectual property, confidential and proprietary information, and on CODELCO”s business, financial condition and results of operations.
Chilean Law No. 21,663 (the Cybersecurity Framework Law), published in the Official Gazette on April $, 2024, imposes statutory obligations on in-scope entities, including mandatory reporting of cyberattacks and cybersecurity incidents that may have significant effects to the National Cybersecurity Agency (ANCT). Entities within the purview of the Cybersecurity Framework Law must also permanently implement technological, organizational, physical and informational measures to prevent, contain, resolve and report cybersecurity incidents in accordance with protocols issued by ANCI and the standards applicable to each sector. ANCI has powers to request strictly necessary information (including logs) and, in the event an incident with significant effects occurs, to require access to networks and information systems where indispensable for incident management.
On November 15, 2023, CODELCO experienced a cyberattack in the Gabriela Mistral Division, leading to a three-day operational halt. Nevertheless, CODELCO managed manual operations, conducted proactive maintenance, and concurrently recovered the autonomous system. The cybersecurity controls implemented by CODELCO successfully contained the malware, preventing 1ts spread to other operations. Additionally, CODELCO enlisted Unit 42 of Palo Alto, a specialized incident response company based in the United States, for forensic analysis. The forensic analysis process confirmed that the attacker did not breach CODELCO”s network directly but instead exploited a remote access point used for manufacturer support. During the cyberattack response, manufacturer support was restored using a security block featuring advanced remote access technologies and robust perimeter protection. Additionally, other measures recommended by the forensic analysis were implemented, including zero-day anti-malware controls for the Gabriela Mistral Division’s autonomous trucks, which had been pre-validated by the autonomy provider.
CODELCO has not experienced any material economic impact as a result of this cyberattack. However, future cyberattacks could have an adverse effect on our results of operations or financial condition.
On December 16, 2025, ANCI designated CODELCO as an Operator of Vital Importance (Operador de Importancia Vital) by Exempt Resolution No. 87. As an Operator of Vital Importance, CODELCO is subject to enhanced obligations under the Cybersecurity Framework Law. For additional information on the applicable cybersecurity regulatory obligations, see Regulatory Framework–Cybersecurity Law and Regulatory Regime.
Changes to Chile?s data protection regime could increase compliance costs, enforcement exposure and operational constraints.
CODELCO processes personal data in the ordinary course of its business, including information relating to employees, contractors, suppliers, counterparties, and, in certain cases, members of the public in connection with its
35 operations. These processing activities are primarily subject to Chilean law and, as applicable, to foreign data protection regimes in jurisdictions where personal data is collected or otherwise processed.
Chile enacted Law No. 21,719 (the New Data Protection Law) on December 13, 2024, which will enter into force on December 1, 2026. The New Data Protection Law introduces a principles-based regulatory framework, strengthens data subject rights (including access, rectification, deletion, objection, portability, and protections related to automated decision-making), and recognizes multiple legal bases for processing data beyond consent, such as legal obligation, contract performance, and legitimate interests, subject to applicable safeguards. It also imposes enhanced obligations on controllers and processors, including privacy by design and by default, transparency requirements, implementation of appropriate technical and organizational security measures, recordkeeping, and the performance of data protection impact assessments in specified high-risk scenarios. In addition, the law regulates international data transfers through adequacy decisions or appropriate safeguards (such as model clauses, binding mechanisms, and certifications), with limited derogations in specific circumstances.
The New Data Protection Law also establishes a dedicated Data Protection Agency with supervisory and sanctioning powers and introduces mandatory notification of personal data security breaches to the authority and, in certain cases, to affected individuals. Non-compliance may result in investigations, corrective measures, administrative fines of up to 20,000 UTMs (approximately U.S.$1.6 million) (with higher exposure in cases of recidivism and turnover- based caps applicable to large companies), temporary suspension of certain processing activities, and potential private claims for damages. The transition to this new regulatory framework, together with subsequent regulatory implementation, may increase compliance costs, enforcement exposure, and operational complexity. For a description of the applicable regulatory framework, see Regulatory Framework–Data Privacy and Data Protection Regulatory Framework.
CODELCO maintains policies and procedures designed to comply with applicable data protection requirements and to manage related risks, including measures relating to access control, data minimization, data retention, incident response, and vendor management. However, evolving privacy and data protection requirements under the New Data Protection Law may require further updates to our policies, processes, contractual arrangements, and technical safeguards.
Any failure to comply with applicable requirements, or allegations of non-compliance, could result in regulatory Investigations, administrative measures, fines, private claims for damages, reputational harm, and restrictions or suspensions of certain data processing activities.
Labor disruptions involving CODELCOs employees or the employees of its independent contractors could affect CODELCO*s production levels and costs.
As of December 31, 2024, CODELCO employed 15,831 employees, approximately 95% of whom were covered by collective bargaining agreements with labor unions. Most of these collective bargaining agreements have terms of two to three years. CODELCO has experienced material work slowdowns, work stoppages and strikes in the past. In March 2024, following the fatal accident that occurred in the Radomiro Tomic Division, that division?s workers went on strike demanding an increase in safety measures. This closure resulted in an estimated production loss of approximately 30,000 tons. The strike ended after 48 hours upon reaching an agreement with the Company, in which CODELCO committed to implement and fulfill a series of concrete actions to improve the safety of workers at the Radomiro Tomic Division. An investigation has been initiated to determine the cause of the accident.
In 2024, CODELCO successfully negotiated 25 collective bargaining agreements, most of them before the start of the legal negotiation period as early settlements. In 2025, CODELCO concluded a collective bargaining agreement with the workers union of the Gabriela Mistral Division, marking the completion of the 2023-2025 collective bargaining cycle. In total, 26 agreements were successfully negotiated-253 during 2024, primarily through early negotiations, and one in the first quarter of 2025-encompassing over 12,600 employees across all divisions and headquarters. These agreements, each valid for 30 to 36 months, collectively represent approximately 80% of CODELCOs total workforce.
CODELCO has experienced work disruptions in the past, and there can be no assurance that a work slowdown or work stoppage will not occur prior to or upon the expiration of the current collective bargaining agreements.
Management 1s unable to estimate the effect of any such work slowdown, stoppage or strike on CODELCO”s production levels. While none of the strikes described in this risk factor had a material impact in CODELCOSs results of operations, work slowdowns, stoppages or other labor-related developments affecting CODELCO could have a material adverse
36 effect on the business, financial condition, results of operations or prospects of CODELCO in the future. In particular, work slowdowns, stoppages and other labor-related events could increase CODELCOs independent contracting costs.
In addition, pursuant to the Código del Trabajo (the Labor Code of Chile), CODELCO could be held liable for the payment of labor and social security obligations owed to the employees of independent contractors (or their subcontractors) 1f the independent contractors (or their subcontractors) do not fulf11l those payment obligations.
As of December 31, 2024, CODELCO employed 15,831 employees, approximately 95% of whom were covered by collective bargaining agreements with labor unions. CODELCO currently has positive labor relations with these unions. CODELCO is currently unable to estimate the impact that the Labor Reform Law or similar reforms will have on 1ts labor relations with respect to labor unions, or on its business, financial condition, operating results and prospects.
For further information on employee and independent contractor matters, including recent work disruptions, see Business and Properties-Employees.
Recent bills of law on labor and social security matters could affect CODELCOs operations and employee costs.
Reform to the Pensions Act. On March 26, 2025, Law No.21,735 was published in the Official Gazette creating a new Combined Pension System and a Social Insurance in the contributory pension component, improving the Guaranteed Universal Pension and establishing benefits and regulatory amendments.
Currently, the social security system in Chile 1s composed of (1) a mandatory contribution of the employees burden, equal to 10.0% of the employee?s monthly remuneration, which is transferred to the employees individual capitalization account with the Pension Fund Administrator (AFP). In case of dependent employees, the employer has the obligation to retain the corresponding sums and transfer them to the respective AFP; (11) a voluntary contribution, that enables employees to voluntarily complement their pension funds; and (111) a welfare contribution or pension aid (pilar solidario), which 1s a State?s contribution to complement the pension funds of the poorest 60.0% of the population in Chile.
The main amendments or regulations introduced by Law No.21,735 include: (a) An additional contribution of 8.5% of the employees gross remuneration with a cap that varies every year (the current cap is 87.8 UF, approximately US$3,661). This new contribution will burden employers.
This total contribution of 8.5% will be distributed as follows: (1) 6% to the employees individual account and (11) 2.5% to the Autonomous Pension Protection Fund (Fondo Autónomo de Protección Previsional), which 1s intended to compensate for gender gaps in pension allowances and to finance the disability and life insurance (Seguro de Invalidez y Sobrevivencia). Accounting for disability and life insurances that were already in place, employers will effectively be responsible for a net 6.72% increase in total contributions.
The 8.5% contribution will be progressively implemented according to the following schedule: e August 1,2025: 1% (+1.78% for disability and survival insurance) e August 1,2026: 3.5% (1.78% for disability and survival insurance included in 3.5%) e August 1,2027: 4.25% e August l, 2028: 5.0% e August l, 2029: 5.7% e August 1,2030: 6.4% e August 1,2031: 7.1% e August l, 2032: 7.8% e August 1,2033: 8.5%.
(b) During the time an employee is under medical leave, certain parts of the contribution will continue to be paid by the employer.
(c) Law No.21,735 also states that, even though the social security institutions are the ones responsible for the collection of pending payments, in case they decide not to initiate actions against an employer, the employees may directly initiate those actions within five years as from the date the social security
37 institutions notify them of the decision to not collect outstanding payments.
(d) From the enactment of Law No.21,735 and until 2028, fee-based providers may voluntarily choose to contribute the 8.5% indicated in letter (a) above. From 2028, the contribution will be mandatory; however, the manner in which such contribution will operate shall be defined in a complementary regulation.
Reduction of the weekly working schedule. On April 26, 2023, Law No. 21,561 was published in the Official Gazette, introducing changes to the Labor Code of Chile, mainly consisting in the reduction of the weekly working hours from 45 to 40 hours. This 5-hour reduction will enter into force gradually over a five-year period. On April 26, 2024, the ordinary working hours limit was reduced to 44 hours, in 2026 1t will be reduced to 42 and, finally, to 40 hours in 2028.
The impact that this law could have on CODELCOs operations will depend on the applicable type of employee (administrative, miners, etc.), the different workday schemes in place on each labor site and the capacity of CODELCO to maintain productivity levels despite 1ts approval. Additionally, 1t could also impact CODELCOs operations and labor- related costs. The uncertainties facing CODELCO with regard to the implementation of this law are similar to those faced by other affected Chilean companies. Notwithstanding the above, CODELCO has decided to implement this regulation and effectively reduce the working day to 40 hours by 2026.
Karin Act. Effective August 1, 2024, Law 21,643 on prevention, investigations and sanctioning of sexual and labor harassment and workplace violence (unofficially known as the Karin Act), introduced several amendments to the Labor Code of Chile andor new regulations on said matters. Although these changes may not have a direct impact on CODELCOSs costs, they could potentially lead to higher administrative expenses and an increase in litigation or claims.
New MMI. Pursuant to Law No. 21,751, as from January 1, 2026, the minimum monthly income will increase to $539,000. An increase in the MMI could lead to higher labor costs for CODELCO.
Granting and use of sick leaves. Effective May 24, 2025, Law 21,746 introduced several amendments to the regulation of sick leaves, with the purpose of strengthening the powers of regulatory and supervisory entities and establishing administrative and criminal penalties. The main impact of this law on labor-related aspects 1s that SUSESO will notify the employer 1f 1ts employees are involved baseless sick leaves.
Distribution of Profit Sharing. On September 2, 2021, the Chamber of Deputies of the Chilean Congress approved a bill to change the distribution of profit sharing in companies. According to this bill, companies will have to distribute to their employees between 8.0% to 15.0% of their annual net profits, a percentage that will depend on the amounts invoiced by the company during the respective annual period. The amount payable to each employee annually 1s capped at 20 times the monthly minimum income (MMT). Furthermore, companies will have to make monthly payouts equal to 25.0% of the employee*s monthly remuneration, capped annually at six times the MMI. This monthly payment will be attributable to the annual payment, in case the latter turns out to be higher.
The draft 1s currently being discussed at the Chilean Congress and has not progressed since 2021. It 1s possible that the draft could be substantially modified when it continues its discussion and approval process, thus 1ts impact on CODELCO is unknown at this time. The bill is currently in the Second Constitutional Process in the Senate, in the Committee on Labor and Social Security.
Elimination of the 11-year cap on legal severance pay for years of service. On May 7, 2025, a bill was introduced in the Chilean Congress seeking to eliminate the maximum limit of 11 years of service used to calculate severance pay In cases of termination of the employment contract on the grounds of companys needs and at the employers will.
The bill 1s currently in the First Constitutional Process in the Chamber of Deputies.
Industry-wide collective bargaining. On May 22, 2025, a group of deputies introduced a new bill in the Chilean Congress seeking to amend the Constitution to guarantee the right to participate in industry-wide collective bargaining processes. The bill 1s currently in the First Constitutional Process in the Chamber of Deputies.
Notwithstanding the above, on January 9, 2026, the government submitted 1ts own bill on the matter seeking to amend the Labor Code of Chile to regulate a mult1-level collective bargaining system.
38 The bill establishes a three-tier collective bargaining framework: (a) sectoral collective bargaining, intended to set baseline labor standards applicable to employers and employees within the same economic sector or subsector; (b) intermediate-level collective bargaining, designed for the negotiation of framework agreements (acuerdos marco, governing shared employment conditions across specific economic settings, such as business projects, production processes or value chains, allowing for the agreement of obligations between the companies in favor of their employees In areas such as health and safety, dispute resolution, workforce training, innovation, sustainability and common conditions for the development of collective bargaining at a company level; and (c) company-level collective bargaining, Introducing the participation of federations in regulated bargaining processes with the employers of the unions they represent.
Although the treatment of the bill has been prioritized by the Chamber of Deputies of the Chilean Congress, the circumstances in which the bill was presented -1mmediately prior to Congress? summer adjournment and the administration change that will occur in March- may lead Congress not to discuss 1t in the near term. In addition, the bill could have substantial amendments during its discussion in the Chilean Congress. Accordingly, as of the date of this offering memorandum, 1t is not possible to accurately assess whether the bill will have a material impact on CODELCOs operations or costs.
Recent bills of law on tax matters could affect CODELCOs operations and employees costs.
On August 10, 2023, Law No. 21,591, also known as the Mining Royalty Law, was published in the Official Gazette. This law eliminates the specific mining tax (currently applicable to CODELCO) and establishes a special tax for the establishment of copper mining activities. A maximum tax rate of 46.5% 1s established over the operational income of the mining producers of over 80,000 metric tons of fine copper per year and a maximum tax rate of 45.5% for mining producers with production of up to 80,000 metric tons of fine copper per year. Part of the funds obtained with this tax will be used for special funds to benefit different and vulnerable communities or communities in which mining activities are performed in Chile. CODELCOs current mining tax rate 1s 5% and CODELCO expects 1t to increase to 8% in the coming years. Nonetheless, for CODELCO, there should not be significant impact on free cash flow as higher taxes are expected to lead to lower net income and therefore lower dividend payout. Starting January 1, 2025, under Law No.
21,420 and Law No. 21,649, mining concession holders in Chile must pay annual fees of approximately U.S.$4.5 per hectare for exploration concessions and U.S.$29.9 per hectare for exploitation concessions during the first five years, however, those mining concessions considered to be in productive mining operations may opt to maintain a payment of
U.S.$7.5 per hectare with exploitation fees increasing to U.S.$897.3 per hectare by the 31st year since the law came into effect. Concession holders actively undertaking mining works or involved in projects with environmental approvals may apply for a reduced exploitation fee of U.S.$7.5 per hectare by providing evidence to the National Geology and Mining Service (SERNAGEOMIN). Annual fees are due in March, and failure to pay can result in loss of the concession through auction or the termination of the mining concession through a declaration of open land. Certain exploitation fees may also be credited against income taxes.
On October 24, 2024, Law No. 21,713 was published in the Official Gazette, establishing rules to ensure compliance with tax obligations. The provisions of this law came into effect on November 1, 2024, notwithstanding specific effective dates established by the law for certain provisions. The key aspects of this law, among others, are related to: (1) corporate reorganizations, including the legal recognition of international reorganizations and the requirements for the Chilean Internal Revenue Service power of appraisal not to apply; (11) international taxation, including the strengthening of transfer pricing rules, modifications regarding the relationship rules in the case of provisions associated with controlled foreign corporations, and the substitution of the definition of jurisdictions with a preferential tax regime;
(111) a specific voluntary disclosure program regarding assets and income abroad that were not timely declared or taxed in Chile; (1v) modifications regarding the procedure for requesting information subject to bank secrecy; (v) multiple modifications regarding audit matters, including reporting obligation for digital platforms, the calculation of default Interest, audit processes, tax penalties and infractions, among others; (vi) value added tax (VAT), including modifications on VAT regarding digital services and regarding the export VAT request procedure; (vi1) multiple modifications regarding the Tax Ombudsman; and (vi11) General Anti Avoidance Rules, maintaining a judicial procedure but including a stage before the Executive Committee, a newly created body responsible for recommending whether or not the General Anti-Avoidance Rule should be applied.
On August 4, 2025, the Government of Chile presented a tax reform bill to the National Congress, with a particular focus on benefits for the middle class and for small and medium-sized enterprises (SME). The main
39 proposed measures include: (1) modification of the SME fiscal regime, establishing, among other changes, a 20% corporate income tax rate with a gradual transition from the current temporary rate of 12.5%; (11) tax benefits for vulnerable individuals and the middle class; (111) increases in personal income tax rates applicable to high-ncome taxpayers; (1v) elimination of the corporate income tax exemption for private investment funds (subject to limited exceptions) and restrictions on certain benefits available to public investment funds; (v) multiple amendments to the Inheritance and Donations Tax Law (Impuesto a las Herencias, Asignaciones y Donaciones), including changes to the regime of revocable donations, elimination of exemptions, and updates to valuation rules, among others; (v1) extension of the withholding tax exemption for digital services provided to individuals domiciled in Chile; and (vi1) extension on the application of the penalty tax under Article 21 of Chiles Income Tax Law (Ley Sobre Impuesto a la Renta).
CODELCO engages in hedging activity from time to time, particularly with respect to its copper production, which may not be successful and may result in losses to CODELCO.
CODELCO from time to time hedges certain future copper delivery commitments and production in order to manage the risks associated with copper price volatility. As of September 30, 2025, CODELCO had U.S.$139.0 million In production hedging commitments. See note 30 to the Consolidated Financial Statements.
CODELCO*Ss production hedging activities could cause it to lose the benefit of an increase in copper prices 1f copper prices increase over the level of CODELCOs hedge position, as occurred in 2012. The cash flows from and the mark-to-market values of CODELCO”s production hedges can be affected by factors such as the market price of copper, copper price volatility and interest rates, which are not under CODELCOs control.
CODELCO*”s production hedging agreements contain events of default and termination events that could lead to early close-outs of CODELCOs hedges. These include failure to pay, breach of the agreement, misrepresentation, default under CODELCOs loans or other hedging agreements and bankruptcy. In the event of an early termination of CODELCO”s hedging agreements, the cash flows from the affected hedge instruments would cease and CODELCO and the relevant hedge counterparty would settle all of CODELCOs obligations at that time. In that event, there could be a lump sum payment to be made either to or by CODELCO. The magnitude and direction of such a payment would depend upon, among other things, the characteristics of the particular hedge instruments that were terminated and the market price of copper and copper price volatility and interest rates at the time of termination.
In addition to 1ts production hedging activities, CODELCO has hedged a portion of 1ts exchange rate and interest rate exposure by entering into forward exchange contracts to hedge against fluctuations in the UF to U.S. dollar exchange rate for 1ts outstanding UF-denominated bonds. CODELCO also periodically enters into futures contracts with respect to certain sales of 1ts own copper. No assurance can be given that CODELCO will be adequately protected by 1ts hedging activities.
See Business and Properties-Marketing-Pricing and Hedging, and note 29 to the Consolidated Financial Statements for further information on CODELCOs hedging activity.
Global economic, political and regulatory developments may adversely affect CODELCO.
Revenue from international sales constitutes a material portion of our total revenue, and we anticipate 1t will continue to for the foreseeable future. This year, the U.S. administration has intensified its trade policies, announcing and Implementing new tariffs and restrictions across a broad range of products, including some metal commodities and metal- Intensive products. This has impacted trade with China, as well as other trade partners.
Furthermore, the announcement of potential tariffs on copper products, supported by a Section 232 investigation, has contributed to heightened price volatility and distortions across both physical and financial markets. At present, the measures exclude copper raw materials and refined copper cathodes, while imposing a 50% duty on semi-fabricated products, including wire, rod, tube, and others. While clarity on further modifications to the copper tariffs regime in the
U.S. remains uncertain, CODELCOs commercial strategy, founded on diversification and flexibility, enables the company to mitigate such challenges by redirecting sales to alternative markets, limiting the impact on revenues and ensuring uninterrupted operations.
40 Moreover, escalating geopolitical tensions, including the ongoing conflict in the Middle East, the current developments in Venezuela and the Caribbean region, and the conflict in Ukraine and economic sanctions on Russia, have further strained global supply chains. These factors, combined with uncertainties in U.S.-China relations, could disrupt the global economy and negatively affect our revenues. Should our revenues from international sales decline significantly as a result, 1t could have a material adverse effect on CODELCOs business and results of operations.
Furthermore, in light of recently held elections in various international jurisdictions, there is considerable uncertainty regarding reforms of various aspects of existing laws, regulations, and enforcement priorities and strategies that could affect trade policies, labor matters, taxes, and technological advancements, among other areas, and have a material effect on our business and results of operations.
CODELCO*s new role in the lithium industry set by the National Lithium Strategy involves numerous risks, many of which are different to the risks derived from the businesses CODELCO has traditionally engaged in.
CODELCO has been designated as the Republic of Chiles representative and is working with CORFO in the negotiation and definition of future contracts with private companies for the development of lithium production in the Atacama and Maricunga salt flats. See Summary-Recent Developments-New Role of CODELCO related to Lithium.
While CODELCO already explores and exploits copper, its new role in, and increased focus on, the lithium Industry could prove difficult to integrate with our other lines of business, resulting in unknown or unforeseen liabilities, disrupt our business, dilute stockholder value and ownership and adversely affect our operating results and financial condition.
Being one of Chiles agents for the development of the countrys lithium industry involves numerous risks, many of which are different from the risks derived from the other businesses we have traditionally engaged in. Those risks include, among others: e potential failure to achieve the expected benefits of engaging in the new businesses; e difficulties in, and the cost of, integrating operations, technologies, services, platforms and personnel; e diversion of financial and managerial resources from existing operations; e the potential entry into new markets in which we have little or no experience or where competitors may be stronger; e reputational risk; e failure to increase or maintain our market position due to, among others; e unavallability of external financing beyond CODELCOs control, required to make additional investments and take on additional costs; e ¡nability to generate sufficient revenue to offset investment costs; e potential unknown liabilities associated with the new lines of business, including regulatory noncompliance; and e ¡neffective or inadequate controls, procedures and policies in connection with the new business.
Any of these risks could have an adverse effect on our business, operating results and financial condition. To perform this new role in the lithium industry we may be required to make additional investments and take on additional costs, which may be higher than expected and may not be recoverable. To finance such investments and costs, we may seek additional debt financing, which may not be available on terms favorable to us, or at all, which may affect our ability to complete investments. If we finance these investments by incurring additional debt, we could face constraints related to the terms of, and repayment obligations related to, the incurrence of indebtedness.
41 Risks Relating to CODELCOs Relationship with the Government of Chile
Important corporate governance matters, the annual budget and financing programs are determined by or subject to the approval of the President of Chile and the Ministries of Finance and Mining.
CODELCO is a mining, industrial and commercial state-owned enterprise of indefinite duration with 1ts own legal personality and capital. CODELCOS”s relationship with the Government of Chile 1s through the Ministry of Mining, and 1s governed by Decree Law No. 1,350, as amended by Law 20,392, 1ts bylaws and other applicable legislation. The President of Chile 1s vested with the authority analogous to that of the shareholders of a corporation (sociedad anónima) under Chilean law, which may be delegated in whole or in part to the Ministers of Finance and Mining, jointly. Pursuant to such authority, the President of Chile (1) participates in the designation of the Board of Directors by designating three directors without external input and by electing six directors on the basis of third-party short lists; (11) appoints the Chairman of the Board of Directors; and (111) may approve and amend the bylaws of the Company, by means of an executive decree issued jointly by the Ministries of Finance and Mining. Senior management and administration of the Company are vested in its Board of Directors and further delegated to 1ts Chief Executive Officer. Pursuant to Decree Law No. 1,350, CODELCOs Board of Directors must submit 1ts proposed annual budget to the Ministries of Finance and Mining for approval and possible revision. In addition, Decree Law No. 1,350 requires CODELCO to include as part of 1ts proposed annual budget a debt amortization budget that includes interest and principal payments on CODELCOs debts, including the notes. CODELCO must also submit a three-year Plan de Negocios y Desarrollo (a Business Development Plan, or BDP) report, approved by the Companys Board of Directors, to the Ministries of Finance and Mining by March of each year.
On December 14, 2025, the presidential runoff election between José Antonio Kast and Jeannette Jara took place. Jeannette Jara, a member of the Communist Party and a left coalition candidate also backed by the Frente Amplio (a left party) and center-left parties, received approximately 41.84% of the votes, while José Antonio Kast, a member of the Republican Party (Partido Republicano) and conservative candidate also backed by the National Libertarian Party (Partido Nacional Libertario), a right party, and center-right parties, received approximately 58.16% of the votes, becoming the elected President of Chile and officially proclaimed as such on January 5, 2026. Mr. Kast will take office on March 11, 2026, succeeding President Gabriel Boric.
President-elect José Antonio Kast has stated that he intends to implement significant changes in current political, social and economic policies, with a strong emphasis on public security and law enforcement policies as well as economic growth.
On January 20, 2026, President-elect José Antonio Kast announced the members of cabinet with which he will take office on March 11, 2026.
The new administration will have the authority to appoint the Chairman of CODELCOs Board of Directors, a position currently held by Máximo Pacheco, and two members of CODELCOs Board of Directors (in replacement of Josefina Montenegro and Alejandra Wood, whose terms expire in May 2026). Future administrations may adopt policies or exercise their authority in ways that materially differ from those of prior administrations or from what would be expected in a privately owned company.
There 1s no assurance that actions taken by previous administrations with respect to the appointment of CODELCOS*Ss directors, amendments to its bylaws, and the revision and approval of its budget (including CODELCOs capitalization of profit) will be ratified or maintained by the incoming administration. Any such changes could adversely affect CODELCO'”s governance, financial flexibility and ability to implement its strategic plans. See Management and Regulatory Framework.
CODELCO funding through retention of profits is restricted and is subject to the approval of the Ministries of Finance and Mining.
As a state-owned enterprise and according to its governing law, CODELCOs proftt 1s required to be transferred to the Chilean Treasury. Before June 30 of each year, the Ministries of Finance and Mining are required to determine, by means of a joint decree, the amount, 1f any, that the Company shall allocate to the creation of capitalization and reserve funds as retention of profits. Between 2014 and 2019, the Government of Chile authorized the capitalization by capital
42 injection and retention of profit within CODELCO in an aggregate amount of U.S.$3.3 billion. Although CODELCO currently expects the Ministries of Finance and Mining to make available a substantial amount of its pre-tax profit over the next three years, a joint decree of the Ministries of Finance and Mining 1s required each year and the amounts approved In any given year, 1f any, could vary significantly. Since 2022, the Government of Chile has allowed CODELCO to annually reinvest 30.0% of 1ts 2021-2024 profits. This represents a change in CODELCOs dividend policy, which previously consisted of 100% net-profit distribution policy. This profit-reinvestment plan 1s expected to strengthen CODELCO”s financial balance sheet and reduce the need for additional financial debt.
On June 22, 2022, the Ministry of Finance agreed with CODELCO to a four-year average reinvestment plan of 30% of profits between 2021 and 2024, which will significantly contribute to the financing of CODELCOs investment plan, while considerably reducing 1ts debt requirements. Consistent with the above, on the same date the Ministry of Finance issued Exempt Decree No. 194 authorizing CODELCO to allocate up to U.S.$582.8 million of the net income from the balance sheet for the year 2021. In accordance with the provisions of Exempt Decree No. 4 of January 2023, these resources were paid against the profits of 2022 and 2023, prior to the absorption of the excess of anticipated dividends of previous years and the interim dividends of 2022.
On July 17, 2023, the Ministry of Finance issued Exempt Decree No. 238 authorizing the Corporation to allocate up to U.S.$103.7 million of the net income shown in the 2022 balance sheet to capitalization and reserve funds, which were charged against the income for 2023 and subsequent years.
As of December 31, 2023, a capitalization and reserve fund has been created amounting to U.S.$345.6 million, according to Exempt Decree No. 194, as of December 31, 2024, a capitalization and reserve fund of U.S.$103.7 million 1s established in accordance with Exempt Decree No. 238.
As of September 30, 2025 and December 31, 2024, CODELCO maintains a favorable balance in respect of dividends paid in prior years in excess of distributable earnings amounting to U.S.$373.7 million.
If CODELCOs funding through capitalization and retention of profits, depreciation, amortization and deferred taxes are insufficient to fund capital expenditures and 1f it 1s unable to otherwise finance planned expenditures, CODELCOs business would be adversely affected. See Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources. In addition, 1fthe Government of Chile does not authorize additional capitalization or the retention of profits, our credit rating may be adversely affected, which could have a material adverse effect on our business and financial condition.
CODELCO is subject to special taxes.
Law No. 21,174, that repealed Law No. 13,196, the Copper Reserve Law, exclusively requires CODELCO to pay a 10.0% special export tax on receivables of the sales proceeds received and transferred to Chile from the export of copper and related by-products the Company produces. As a result, the Central Bank of Chile (Banco Central de Chile) retains 10.0% of the amounts from such sales that CODELCO transfers to 1ts Chilean account. The Copper Reserve Law has an adverse effect on our ability to retain earnings for purposes of capital expenditures. In July 2019, the Chilean Congress issued a new resolution to repeal the Copper Reserve Law. Under this resolution, CODELCO will remain subject to the 10.0% special export tax until 2028. Beginning in 2029, the tax will be reduced annually by 25.0% until 2032 when CODELCO will no longer be subject to such tax. As of April 1, 2020, CODELCO is paying the taxes owed pursuant to the Copper Reserve Law on a monthly basis, following a response measure from the Government of Chile to the economic effects of the COVID-19 pandemic.
The Income Tax Law contemplates thin capitalization rules which are applicable to CODELCO. As such, under article 41 F of the Income Tax Law, interest, premiums, remuneration for services, financial expenses and any other contractual surcharges under credit facilities which are paid or credited to an account or made available to related entities (as defined below) of CODELCO in respect of loans or liabilities, are subject to a 35.0% tax (applied to the debtor) 1f the debtor 1s considered to be in an excessive indebtedness situation by the years end. The withholding tax applicable to the interest payments made by CODELCO (for example, the 4% Chilean Withholding Tax), can be used as a credit against such 35.0% sole tax. Indebtedness will be considered to be excessive when at the end of the corresponding fiscal year the total annual indebtedness granted by entities incorporated, domiciled or established in a foreign country or in Chile, either related or not, exceeds three times CODELCO’s tax adjusted equity, calculated pursuant to the
43 provisions of the Income Tax Law. Only short-term debt (1.e., with maturity of less than 90 days, including extensions or renewals) with non-related parties may be excluded from the total annual indebtedness calculation. Under the Excessive Indebtedness rules, a lender or creditor will be deemed to be related to CODELCO if: (1) the beneficiary 1s incorporated, domiciled, resident or established in one of the territories or jurisdictions listed in section 41 H of the Income Tax Law; (11) the beneficiary and CODELCO belong to the same corporate group or the beneficiary or debtor directly or indirectly, owns or participates in 10% or more of the capital of the profits of the other, or 1f the beneficiary and debtor have a common partner or shareholder which, directly or indirectly, owns or participates in 10% or more of the capital or the profits of one or the other, and that the beneficiary 1s incorporated, domiciled, resident or established outside Chile; (111) the indebtedness 1s guaranteed directly or indirectly by a third-party related to CODELCO, in the terms of clauses (1) or (11) above, or (1v) hereafter, provided that such third-party 1s domiciled or resident abroad and is a final beneficiary (beneficiario final) of the financing; (1v) the relevant financial instruments documenting such indebtedness are placed and acquired by independent entities and such indebtedness is subsequently acquired or transferred to a related entity according to subsections (1) to (111) above; or (v) one party (i.e., beneficiary or CODELCO) conducts one or more operations with a third-party who, in turn, directly or indirectly conducts one or more similar or identical operations with a related party of such party, whatever the capacity in which said third party and the parties intervene in such operations.
The debtor will be required to issue an affidavit in this regard in the form set forth by the Chilean tax authorities.
Since the 2012 fiscal year and pursuant to Law No. 20,026, as amended, CODELCO has been subject to a mining tax (Impuesto Específico a la Actividad Minera) on operating income generated during the operating year at progressive rates between 5.0% and 14.0%. During 2024, CODELCO contributed a total of U.S.$1.5 billion (including income tax, and export tax payments and distributions) to the Chilean Treasury. See Managements Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Distributions to the Chilean Treasury and Regulatory Framework. The statutory rate of the mining tax for CODELCO was calculated at 5.0% for 2021 and
2022. However, no assurances can be made that such rate will remain in place.
On January 1, 2024, Law No. 21,591 came into effect (the Mining Royalty Law). Under this law, CODELCO 1s subject to this new mining royalty tax, which generally comprises an Ad Valorem component which applies a tax rate of 1% on annual copper sales, and a mining margin component which applies a progressive tax rate (1.e., 8%-26%) on the adjusted taxable mining operating margin within the range of 20% to 80%. In addition, a maximum potential tax burden 0f 46.5% is established on the mining entitys operating profitability, measured as the adjusted pre-taxable mining operating income. This limit considers jointly the mining royalty tax, the corporate tax and final taxes. The royalty must be adjusted correspondingly 1f the sum of those taxes exceeds the maximum potential tax burden.
CODELCOSs corporate tax rate has gradually increased from 21.0% in 2014 to up to 25.0% since 2017. In addition, CODELCO is subject to a 40.0% tax on net earnings applicable to state-owned enterprises as specified by Decree Law 2,398, Art. 2.
The revenue generated by CODELCO transferred to the Chilean state for the year ended December 31, 2024 was U.S.$1.5 billion, approximately, compared with U.S.$1.4 billion, approximately for the year ended on December 31,
2023.
Constitutional anendments could be proposed that would allow private ownership of CODELCO.
CODELCO is 100% owned by the Chilean state and a constitutional amendment approved by the Chilean Congress would be required to allow private participation in CODELCOs ownership. Although there has been no formal governmental action to permit private investment in CODELCO, no assurance can be given that such a constitutional amendment will not be proposed to the Chilean Congress in the future. See Regulatory Framework-Overview of the Regulatory Regime.
Risks Relating to Chile
CODELCO?s growth and profitability depend on political stability and economic activity in Chile and other emerging markets.
Almost all of CODELCO’s revenues are derived from its operations in Chile. Accordingly, CODELCO*s results
44 of operations and general financial condition depend in part on Chilean markets for labor and certain materials and equipment, and on factors relating to Chilean political stability generally. The Chilean economy has been influenced, to varying degrees, by economic conditions in other countries, especially the United States and China. Changes in Chilean economic growth in the future or developments affecting the Chilean economy, including consequences from a monetary policy normalization in the United States or a deceleration of economic growth in China or other developed nations to which Chile exports a majority of 1ts goods, could materially and adversely affect CODELCOs business, financial condition or results of operations. CODELCO”s results of operations and financial condition could also be affected by changes in economic or other policies of the Government of Chile, which has exercised and continues to exercise a substantial influence over many aspects of the private sector, or other political or economic developments in Chile.
The continuing trade war between the United States and China as well as the evolution of the Chinese economy and the impact that a slowdown would have on the price of copper may have an adverse effect on international trade.
Persistent declines in the price of copper would impact negatively the Chilean economy.
CODELCO*s business performance is subject to the effects of inflation and changes in the value of the peso.
Although Chilean inflation rates have been low during the last decade, Chile has in more recent years experienced higher levels of inflation, as a consequence of the COVID-19 pandemic on the global and local economy, and other geopolitical tensions such as the war in Ukraine and Middle East. High levels of inflation in Chile could adversely affect the Chilean economy and have an adverse effect on CODELCOs results of operations 1f the high inflation is not accompanied by a matching devaluation of the local currency. Although inflation levels have been decreasing since 2023 and have remained stable in 2024 and 2025, there can be no assurance that Chilean inflation will not revert to prior levels in the future. In addition, the measures taken by the Central Bank of Chile to control inflation have often included maintaining a tight monetary policy with high interest rates, thereby restricting the availability of credit and economic growth.
The following table shows the annual rate of inflation (as measured by changes in the Chilean consumer price index and as reported by the Chilean National Institute of Statistics (Instituto Nacional de Estadísticas):
Year Inflation (CPI) (in percentages)
ZOO cecoccccccaaonn nono conocio nono nono nono nono nnnnn nn nono nn nana non nana anna naar anannna narran 3.0
202 Ll ccconccccananananananonononoo ono nono nono nono nono n nono nn nnnn nana anna nn nana anar rnnnnn 7.2
III 12.8
ZO] enccccnananananonno no nono nono nono nono nono nono non anna anar nana nn anna nana nan annn anar nana 3.9
LIS 4.5
LOS cecoccccnanonanonn nono nono nono conocio nono nano non nn nana nana nana narran nana anna 3.5
Source: Chilean National Institute of Statistics
A significant portion of CODELCOs operating costs 1s denominated in pesos and could therefore be significantly affected by the rate of inflation in Chile. If inflation in Chile were to increase without a corresponding depreciation of the peso, or 1f the value of the peso were to appreciate relative to the U.S. dollar without the peso experiencing corresponding deflation in Chile, the financial position and results of operations of CODELCO as well as the value of the notes could be materially and adversely affected. See Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources.
The variation of the U.S. dollar against the peso constitutes CODELCOs main foreign exchange rate exposure.
The mismatch between assets and liabilities denominated in pesos and UF amounts to a net liability for the Company of
U.S.$2.2 billion (5.6% of the total amount of liabilities on a consolidated basis) as of December 31, 2024, and U.S.$2.8 billion (7.7% of the total amount of liabilities on a consolidated basis) as of December 31, 2023. In order to cover this risk, CODELCO has, and currently 1s, engaged in hedging transactions to partially mitigate the effects of the volatility of foreign exchange rates. See Risk Factors-Risks Relating to CODELCOs Operations-CODELCO engages in hedging activity from time to time, particularly with respect to 1ts copper production, which may not be successful and may result In losses to CODELCO.
45 CODELCO*”s business 1s exposed to fluctuations in currency exchange rates. Any future changes in the value of the Chilean peso against the U.S. dollar will affect the U.S. dollar value of our securities. The Chilean peso has been subject to large depreciations and appreciations in the past and could be subject to significant fluctuations in the future.
The main drivers of exchange rate volatility in past years were the significant fluctuations of commodity prices, general uncertainty and trade imbalances in the global markets, the impact of the COVID-19 pandemic, and political uncertainty surrounding Chiles new constitution and tax and pensions reforms.
Any downgrading of Chile?s debt credit rating for domestic and international debt by international credit rating agencies may also affect our ratings, our business, our future financial performance, and the value of our securities, and any downgrading of our credit ratings could increase our cost of funding and adversely affect our interest margins and results of operations.
On September 26, 2025, Fitch Ratings (Fitch) affirmed the credit rating of Chiles long-term foreign currency as A-, with stable outlook. In October 2025, Moodys maintained 1ts A2 (stable) credit rating for Chile and S£P Global Ratings affirmed its outlook for Chile and maintained its A (stable) rating.
However, any adverse revisions to Chiles credit ratings for domestic and international debt by international rating agencies may adversely affect CODELCO”s ratings, business, future financial performance, stockholders equity and the value of CODELCOs securities.
In addition, credit ratings affect the cost and other terms upon which CODELCO is able to obtain funding.
Rating agencies regularly evaluate CODELCO and their ratings of 1ts debt are based on a number of factors, including our financial strength and conditions affecting the financial services industry generally. There can be no assurance that the rating agencies will maintain the current ratings or outlooks, and any downgrading in CODELCOs debt credit ratings would likely increase CODELCOs borrowing costs and could limit its access to capital markets and adversely affect 1ts operating results and financial condition.
Risks Relating to the Offering
In case of a default under the notes, the ability of holders to attach property of CODELCO may be limited by Chilean law.
CODELCOS*s activities in Chile are dependent on concessions granted by the Chilean Ordinary Courts. These concessions are granted for indefinite terms in the case of exploitation concessions and for four-year periods in the case of exploration concessions (renewable with certain limitations). As a general matter, the Ordinary Courts, through legal proceedings brought by third parties (or by the Chilean Treasury in case of noncompliance with the obligation to pay annual fees), have the legal right to terminate or annul the concessions. Pursuant to the Chilean Mining Code, all mining concessions, as well as certain raw materials and other property or assets permanently dedicated to the exploration or extraction of minerals, cannot be subject to an order of attachment, except with respect to mortgages, where the debtor consents to the attachment in the relevant legal proceeding or when the debtor 1s a stock corporation. In addition, pursuant to the Constitution, mining concessions corresponding to mining deposits currently exploited by CODELCO can be subject neither to attachment nor to any act of disposition by CODELCO. As a result, the rights of holders to attach property of CODELCO in the event of a default under the notes would be limited by such provisions. See Regulatory Framework–Mining Regulations.
CODELCO ¡is permitted to incur additional indebtedness ranking equally to the notes or certain secured indebtedness.
The indenture governing the notes does not contain any restrictions on the amount of additional indebtedness which may be incurred by CODELCO or 1ts subsidiaries; however, the notes contain restrictions on the ability of CODELCO and its subsidiaries to incur certain secured indebtedness as set forth in Description of Notes-Limitations on Liens below. As a result, CODELCO is permitted to issue additional unsecured debt that ranks on an equal basis with the notes. If CODELCO incurs any additional unsecured debt that ranks on an equal basis with the notes, the holders of that debt will be entitled to share with the holders of the notes in any proceeds distributed in connection with an insolvency, liquidation, reorganization, dissolution or other winding-up of CODELCO subject to satisfaction of certain debt limitations. This may have the effect of reducing the amount of proceeds paid to the holder of the notes under such
46 an event. The indenture does not require CODELCO to make payments under the notes ratably with payments being made under any other obligations.
We may not be able to generate sufficient cash flows from operating activities to fund our operations, service our indebtedness and pay our liabilities, including the notes, and may be forced to take other actions to make such payments, which may not be successful.
Our inability to generate sufficient cash flows to satisfy our liabilities and debt obligations, or to refinance our Iindebtedness on commercially reasonable terms or at all, would materially and adversely affect our business, financial position, and results of operations and our ability to satisfy our obligations under the notes.
Our ability to fund and honor our liabilities and service our indebtedness, including the notes, depends on our ability to generate sufficient cash flows. This, in turn, depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to financial, business, legislative, regulatory and other factors beyond our control. We might not be able to maintain a level of cash flows from operating activities, or generate sufficient profíts, to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the notes.
In addition, we conduct part of our operations through our subsidiaries, however they will not be guarantors of the notes or our other indebtedness. Our subsidiaries have no obligation to pay amounts due on the notes or our other indebtedness or to make funds available for that purpose.
If our cash flows and capital resources are insufficient to fund our liabilities or debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or restructure or refinance our indebtedness, including the notes. We may not be able to effect any such alternative measures on commercially reasonable terms or at all and, even 1f successful, those alternative actions may not allow us to meet our scheduled debt service obligations. The notes contain restrictions on the ability of CODELCO to incur certain secured indebtedness as set forth in Description of Notes- Limitations on Liens below. Because of these restrictions, we may not be able to raise additional indebtedness and to obtain proceeds in an amount sufficient to meet any debt service obligations then due.
If certain changes to tax law were to occur, CODELCO would have the option to redeem the notes of an affected series. CODELCO may also redeem the notes before maturity at its option at the prices set forth in this offering memorandum.
Under current Chilean law and regulations, payments of interest to holders of the notes that are not residents of Chile for purposes of Chilean taxation generally will be subject to Chilean withholding tax at a rate of 4.0%. Subject to certain exceptions, CODELCO will pay Additional Amounts (as defined in Description of Notes-Payment of Additional Amounts) so that the amount received by the holder after Chilean withholding tax will equal the amount that would have been received 1f no such taxes had been applicable. Each series of notes 1s redeemable at the option of CODELCO in whole, but not in part, at any time, at the principal amount thereof plus accrued and unpaid interest and any Additional Amounts due thereon 1f, as a result of changes in the laws or regulations on or after the date of this offering memorandum affecting Chilean taxation, CODELCO becomes obligated to pay Additional Amounts with respect to interest on such notes in respect of withholding or deduction of Chilean tax at a rate in excess of 4.0%. CODELCO is unable to determine whether such an increase in the withholding tax rate will ultimately be presented to or enacted by the Chilean Congress; however, if such an Increase were enacted, the notes would be redeemable at the option of CODELCO. See Description of Notes- Redemption-Tax Redemption and Taxation-Chilean Taxation.
We may redeem the 2037 notes at our option, in whole or in part, at any time and from time to time prior to the date that 1s three months prior to the maturity date of the 2037 notes, at a redemption price equal to the greater of 100% of the outstanding principal amount of the 2037 notes to be redeemed and a redemption price based on a make-whole premium, plus accrued and unpaid interest to the date of redemption. We may redeem the 2053 notes at our option, in whole or in part, at any time and from time to time prior to the date that 1s six months prior to the maturity date of the 2053 notes, at a redemption price equal to the greater of 100% of the outstanding principal amount of the 2053 notes to be redeemed and a redemption price based on a make-whole premium, plus accrued and unpaid interest to the date of redemption. In addition, we may redeem the 2037 notes at our option, in whole or in part, at any time and from time to
47 time, beginning on the date that 1s three months prior to the maturity date of the 2037 notes, at a redemption price equal to 100% of the outstanding principal amount of the 2037 notes to be redeemed, plus accrued and unpaid interest to the date of redemption. We may redeem the 2053 notes at our option, in whole or in part, at any time and from time to time, beginning on the date that is six months prior to the maturity date of the 2053 notes, at a redemption price equal to 100% of the outstanding principal amount of the 2053 notes to be redeemed, plus accrued and unpaid interest to the date of redemption. See Description of Notes-Redemption-Tax Redemption and -Optional Redemption.”
An Investor may not be able to reinvest the redemption proceeds in other securities with interest rates similar to that applied to the notes redeemed.
Our obligations under the notes will be subordinated to certain statutory liabilities.
Under Chilean bankruptcy law, the obligations under the notes are subordinated to certain statutory preferences.
In the event of a liquidation, such statutory preferences, including claims for salaries, wages, secured obligations, social security, taxes and court fees and expenses, will have preference over any other claims, including claims by any investor In respect of the notes. The aforementioned statutory preferences have not been included in a legal order. In addition, the liabilities of our subsidiaries are structurally senior to the notes.
In addition, the Issuer?s creditors may hold negotiable instruments or other instruments governed by local law that grant rights to attach the assets of the Issuer at the inception of judicial proceedings in the relevant jurisdiction, which attachment 1s likely to result in priorities benefitting those creditors when compared to the rights of holders of the notes.
The market value of the notes may depend on economic conditions in other countries over which CODELCO has no control.
The market value of securities of Chilean companies, including CODELCO, is affected to varying degrees by economic and market conditions in other emerging market countries. Although economic conditions in such countries may differ significantly from economic conditions in Chile, investors reactions to developments in any of these other countries may have an adverse effect on the market value of securities of Chilean 1ssuers. International financial markets have in recent years experienced volatility due to a combination of international political and economic events. There can be no assurance that the deterioration of emerging market economies or other events in or outside of the region will not adversely affect the market value of the notes.
The perception of higher risk in other countries, especially in Latin American or other emerging economies, may adversely affect the Chilean economy, CODELCO?s business and the market price of Chilean securities issued by Chilean issuers, including the notes.
Emerging markets like Chile are subject to greater risks than more developed markets, and financial turmoil in any emerging market could disrupt business in Chile and adversely affect the price of the notes. Moreover, financial turmoil in any important emerging market country may adversely affect prices in stock markets and prices for debt securities of issuers in other emerging market countries as investors move their money to more stable, developed markets.
An increase in the perceived risks associated with investing in Latin American or other emerging markets could dampen capital flows to Chile and adversely affect the Chilean economy in general, and the interest of investors in securities issued by Chilean issuers. CODELCO cannot assure you that the value of the notes will not be negatively affected by events in Latin American or other emerging markets or the global economy in general.
The transferability of the notes may be limited by the absence of an active trading market and restrictions on transfer under applicable securities law.
The notes have not been, registered under the Securities Act or any state securities laws. CODELCO does not intend to list the notes on any national securities exchange or to seek admission of the notes for trading on any securities exchange in the United States; however, we intend to apply to list the notes on the Luxembourg Stock Exchange.
Furthermore, CODELCO does not intend to exchange the notes for notes that are registered under the Securities Act. The initial purchasers are not obligated to make a market in the notes. No assurance can be given about the liquidity of any markets that may develop for the notes, the ability of holders to sell the notes or the prices at which the notes could be
48 sold. Future trading prices of the notes will depend on many factors, including prevailing interest rates, CODELCO’s operating results and the market for similar securities. There can be no assurance that an active trading market for the notes will be maintained or that holders of the notes will be able to transfer or resell the notes without registration under applicable securities laws.
We cannot assure you that our credit rating, or the credit ratings for a series of notes, will not be lowered, suspended or withdrawn by the rating agencies.
Our credit rating is subject to change in the future, and the credit ratings of the notes may change after issuance.
Such ratings do not address all material risks relating to an investment in CODELCO, or its notes, but rather reflect only the views of the rating agencies at the time the ratings are issued. An explanation of the significance of such ratings may be obtained from the rating agencies. CODELCO cannot assure you that such credit rating will remain in effect for any given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies, 1f, in the judgment of such rating agencies, circumstances so warrant. Our credit rating 1s an important part of maintaining our liquidity. Credit ratings are not a recommendation to buy, sell or hold any security. Each agencys rating should be evaluated independently of any other agencys rating, as each agency has different evaluation criteria. Any lowering, suspension or withdrawal of such ratings may potentially increase our borrowing costs, and may have an adverse effect on our financial results and business operations and the market price and marketability of the notes.
Payments claimed in Chile on the notes, pursuant to a judgment or otherwise, may be in pesos.
In the event that proceedings are brought against CODELCO in Chile, either to enforce a judgment or as a result of an original action brought in Chile, CODELCO would not be required to discharge those obligations in a currency other than Chilean currency. Such obligation may be satisfied in Chilean currency at the exchange rate in effect on the date on which payments are made. As a result, holders of the notes may suffer a U.S. dollar shortfall 1f judgment in Chile 1s obtained.
49 USE OF PROCEEDS
The estimated total net proceeds from the offering of the notes are U.S.$1,242,307,225 excluding accrued interest and after deducting commissions to the initial purchasers, payment of the Chilean stamp tax of U.S.$10,000,000 and payment of legal fees and all other expenses related to the offering. CODELCO intends to use the net proceeds from the sale of the notes offered hereby for general corporate purposes. See Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources and Capitalization.
SÓ CAPITALIZATION
The following table sets forth the capitalization of CODELCO as of September 30, 2025 (1) on an actual historical basis, and (11) as adjusted to give effect to the offering of the notes and application of the estimated net proceeds from the offering of the notes as described under Use of Proceeds. This table 1s qualified in its entirety by reference to, and should be read together with, CODELCOs Unaudited Interim Consolidated Financial Statements, including the notes thereto, included elsewhere in this offering memorandum.
As of September 30, 2025 As Adjusted (in thousands of U.S.$)
Actual
Current financial liabilities
51
Current portion of loans from financial INStitutiONS ……oooonnnnnnnnnnnnnnnnnnns 477,095 477,095 Current portion of bonds iSSUCA …..o.oonocnocnnononccononanananona nino canccnoranonnonnnos 619,270 619,270 Total current financial liabilitiCS coccion: 1,096,365 1,096,365 Non-current financial liabilities Bank debt..ooooonnnnnncnnncncnononononoconccnnnnoncnonnnonnconnconncnnnonanononncnnnrnnncnnnonanccnnccnnnonaccnns 3,099,294 3,099,294
3.625% Notes due 2027 docccococcconononoooononononononn nono no non nnnnn non non nn nono nonnnnnnnnoos 1,255,511 1,255,511
2.869% Notes due 2029 ooocococococccccccnccononconononononnnnnccncnncnnnnnn non nnnononnnos 129,501 129,501
3.000% Notes due 2029 cnccoccccccocononononononononnnnonononnnnnnonnnonononononanoronnrnnnnn 1,094,210 1,094,210
3.150% Notes due 2080 docococcccococooonononononononon non ono nono nono nonn nono nono nonnnnnnnnos 994,705 994,705
3.750% Notes due 208 1 d.0cococcccccocccononononononanoonnnnnn nono no non on nro nono no nonnnnnnnnoos 798,311 798,311
5.125% Notes due 2033 dccoccccccccoooooooononononononno no nono no nono nonnno nono nonnnnanannnoos 892,258 892,258
5.950% Notes due 2084 docccococccoconononononoononononnnnono nono nonn nono nono nono nnnnnnnnnnoos 1,288,121 1,288,121
2.840% Notes due 20349 ccocconiconocinocononoconononocanccanncnonono nono nonononanannnnos 63,866 63,866
5.625% Notes due 2033 ….ooooocccconononnconconnonnconconnco ccoo non nccnnccnnonnos 494,223 494,223
6.330% Notes due 2033 …..oooocccccnnonnconconnonnccnnonnco con non nro nnccnnonnos 742,682 742,682
6.440% Notes due 2036 …..oooooccccnonnonnconccononnccnnonncn cnc non nconnonnos 1,486,896 1,486,896
6.150% Notes due 2086 …..ooooocccnconnonnconccononnccnnonncn nro non nooo nonnnos 497,354 497,354
3.580% Notes due 2039% LL oooccccncncnncnconcncnncnconcncononconencoroncoranos 45,975 45,975
4.250% Notes due 2042 L…ooooccccconconnonnconnonncnononnonncnnnonnonnconanono 736,270 736,270
5.630% Notes due 2043 o …ooooocccnconnonnconccononnccnnon non cnc non ncnnnonnnos 935,788 935,788
4.875% Notes due 2044 CL oocccncccconconncnnccnnonnonononnonncnnronncnnconcnono 963,948 963,948
4.50% Notes due 2047 ….oooccccconconcconconccnnconcconcnnconccnnconccnnannnnnns 1,211,114 1,211,114
4.85% Notes due 2048 ….oooooccconconncnnconnonncnnncnnon nono nonnconconnonnncnns 595,085 595,085
4.375% Notes due 2049 Le oocconconconconnonnccnnonnonononnonnco nro nnonnccnanono 1,194,402 1,194,402
3.700% Notes due 2050 …..ooooccoconconnconconnonnccnnoncconnonnon nro nnccnnonnos 2,586,167 2,586,167
3.150% Notes due 2051 ……oooccoccnnonnconconnonnccnnonnconconnco cnc nnocnnonoos 450,904 450,904
6.300% Notes due 20538 LL .oococnccncncnncncnncncnncncnncncononcononcnnaninranos 1,158,337 1,158,337
6.780% Notes due 2053 ….oooccccccccccncncnnnncncnnnncnnnnnnnnnnnnnnnnnnccnncn. 742,327 742,327 NOA – 1,242,307 Total non-current financial liabiliti8S……………ooooncnnnnnnnnnnnnnnnnonnnos. 23,457,249 24,699,556 Non-controlling Interests ………ccocccccccncnnnnnnnnnnnonononnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnss 714,696 714,696 Equity Issued Capital …………ocooccccnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnonnnnnnnnnnnonnnnnnnnnnnnonnnonnnoss 5,619,423 5,619,423 Other Teserves …coocconcconcconcconoccnncconoconoco nono nonc conc onoro nro nonrnnnr occ onnronrenacnness 5,714,768 5,714,768 Retained Earnings: Accumulated defiClt……….oooccoocccoccncccnnocnnocnnnnnnncnnnoconoconoconoronoconinos (828,022) (828,022) Proftts distributions to the Chilean Treasury ……..coocccccncnnnnnnnnnnnnncnnnnnnnoss Equity attributable to owners of the parent ……….cooccccccnccnncnnnnnnnnnnnnnnnnnss 10,506,169 10,506,169 Total capitalizationÚO -ooconnonicnnccnicanionocananonnconn cnn conc crono noc nnn cono nnnannacnno nn nonn coins 35,774,479 37,016,786
(1) The U.S.$ equivalent of 10 million UF aggregate principal amount of the 2.5% UF notes due 2026 has been translated at an exchange rate of
U.S.$1.00 = 0.0244 at September 30, 2025.
(2) The U.S.$ equivalent of HKD 500 million aggregate principal amount of the 2.84% notes due 2034 has been translated at an exchange rate of
U.S.$1.00 = 0.1286 at September 30, 2025
(3) The U.S.$ equivalent of AUD 70 million aggregate principal amount of the 3.580% notes due 2039 has been translated at an exchange rate of
U.S.$1.00 = 0.6619 at September 30, 2025.
(4) Excludes the notes offered hereby.
(S) Net of deferred financing costs, commissions to the initial purchasers and payment of legal fees and all other expenses related to the offering.
(6) CODELCO has no convertible debt securities, warrants exercisable for debt securities or other similar securities outstanding.
52 EXCHANGE RATES
As a general matter, prior to 1989, Chilean law permitted the purchase and sale of foreign exchange only in those cases explicitly authorized by the Central Bank of Chile. Law No. 18,840, the Central Bank of Chile Act, liberalized the rules that govern the purchase and sale of foreign currency. The act empowers the Central Bank to determine that certain purchases and sales of foreign currency specified by law must be carried out in the Formal Exchange Market (Mercado Cambiario Formal. The Formal Exchange Market is formed by the banks and other entities so authorized by the Central Bank. The exchange rate of the transactions conducted in the Formal Exchange Market is freely agreed upon by the parties thereto. For more information, see Foreign Investment and Exchange Controls in Chile. The observed exchange rate for any given day equals the average exchange rate of the transactions conducted in the Formal Exchange Market on the immediately preceding banking day, as certified by the Central Bank (the Observed Exchange Rate). Even though the Central Bank 1s authorized to carry out its transactions at the rates 1t sets, 1t generally uses the spot rate for 1ts transactions. Authorized transactions by other banks are generally carried out at the spot rate. Purchases and sales of foreign exchange, which may be effected outside the Formal Exchange Market, can be carried out in the Informal Exchange Market (Mercado Cambiario Informal). There are no limits imposed on the extent to which the exchange rate in the Informal Exchange Market may fluctuate above or below the Observed Exchange Rate.
The following table sets forth, for the periods indicated, the high, low, average and period-end Observed Exchange Rate for U.S. dollars for each year beginning in 2016 as reported by the Central Bank of Chile. The Federal Reserve Bank of New York does not report a noon buying rate for Chilean pesos.
Observed Exchange Rates (Ch$ per U.S.$)
Period High” Low” Average? Period-End** ZO O ooccccnncnnninioconnnnncccnnnnnocnnonoconnnnaronnnnnocnnnonininnns 730.31 645.22 676.83 667.29 ZO Tenncnnnnnnnnniniocnnnnnnccnnnonoronnnnoccnnnnoronnnnnncnnnnnininnns 679.05 615.22 649.33 615.22 ZO ocoonncnnnnocccnnnnnocnnonoconnnnnocnnonorononnnccnnnanoconanons 698.56 588.28 640.29 695.69 ZOOL O cc ccooccnnnnnccnnnnnoccnnnnoconnnnrcnnonoronononccnnnanoranonons 828.25 649.22 702.63 744.62 ZOZO conooccnnnnnccnnnnnccnnnonoconnnnoronnonoronnnonccnnnanocanonons 867.83 710.26 792.22 711.24 ZO 1Ll coooccnnnnnccnnnnnoccnnnnocononnoccnnonorononnnccnnnonoranonons 868.76 693.74 759.27 850.25 IIA 1,042.97 777.10 872.33 859.51 LOL Bl cccnoccnnnnnccnnnnnoccnnonocononnnocnnonorononnnccnnnanoranonons 945.61 781.49 839.07 884.59 OLAS cnoccnnnnnccnnnnnccnnnnnoconnnnoronnonorononnnccnnnanocanonons 996.35 877.12 943.35 992.12 DOS o ccccccncccnconcnncnnnnnononnnon cnn ono onnonnnnn nn nono raninonaons 1,012.76 904.54 951.64 911.18 2026:
Jamuar yO coconiconicincnnoncnononccnnorononanonnonncnnccnnonns 907.13 870.71 890.22 870.71
(1) Rates shown are the actual low and high (as applicable) on a daily basis for periods indicated.
(2) The average annual rates represent the average of average monthly rates for the periods indicated. The average monthly rates represent the average of the rates on each day for the periods indicated.
(3) Period ends on January 1 of the following year, unless otherwise indicated.
(4) Period ends on January 26, 2026.
Source: Central Bank of Chile.
The Observed Exchange Rate reported by the Central Bank of Chile for January 26, 2026 was Ch$870.71 =
U.S.$1.00.
53 SELECTED CONSOLIDATED FINANCIAL DATA
The following tables present CODELCOs summary consolidated financial data and other data as of and for each of the periods indicated. This data (other than the average LME copper prices) is derived from, and should be read together with, CODELCOs Consolidated Financial Statements, including the notes thereto, included elsewhere in this offering memorandum. This data should also be read together with Managements Discussion and Analysis of Financial Condition and Results of Operations. The Consolidated Financial Statements and other financial information included in this offering memorandum are presented in accordance with IFRS. The unaudited results of operations for the nine-month periods ended September 30, 2024 and 2025 are not necessarily indicative of the results to be expected for the full year or any other period.
For the nine-month
For the year ended December 31, period ended September 30, 2022 2023 2024 2024 2025 (in thousands of U.S.$)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME ReVenU8 cocoooccnoncnconnnconnnnonnnnonnnnnono nono nono nono nnnrnnnrcnannnnan anos 17,018,409 16,393,229 16,993,379 12,314,933 13,229,007 Cost of sales(? (12,284,652) (13,273,343) (12,905,738) (9,231,435) (9,797,755) Gross profit 4,733,757 3,119,886 4,087,641 3,083,498 3,431,252 Other income 64,731 93,039 80,654 62,802 34,265 Impairment losses andor reversal of impairment losses (2,648) 2,279 (731) (663) (596) determined in accordance with IFRS 9 Distribution costs (17,151) (25,497) (25,039) (17,158) (19,331) Administrative expenses (502,313) (544,162) (511,216) (370,181) (393,155) Other expenses, by function? ……… (2,103,316) (2,062,806) (2,519,276) (1,752,316) (1,770,368) Other gaidS ..oooooocnnonocconnononnconnnononnn conan conan ccoo no nonnn conan cnn 29,782 43,046 37,306 33,814 29,166 Finance INCOME. ..cooconoocncononononnnonn ccoo ono nnonon conan nnnnnncnonnnnos 47,245 99,051 124,856 104,935 49,583 Finance COSÉS ..oooooococococooonnononnnonnnnonn o nono nononn cono nn nan nnnnn anno (569,060) (778,910) (910,411) (686,020) (698,377, Share of profit of associates and joint ventures 51.991] (658.118) 65.377 84.429 84.746 accounted for using equity method Foreign exchange differences (37,777) (44,963) 361,293 69,104 (140,257) Profit (loss) before income tax 1,495,241 (757,155) 790,454 612,244 606,928 Income tax expenseC) (1,133,670) 165,916) (545,738) (384,832) (449,852) Profit (loss) for the period 361,571 (591,239) 244,716 227,412 157,046 Profit (loss) attributable to owners of the parent …………. 345,589 (374,974) 239,866 213,170 145,656 Profit (loss) attributable to non-controlling interests ……. 15,982 (216,265) 4,850 14,242 11,420 Profit (loss) for the period 361,571 (591,239) 244,716 227,412 157,076
As of December 31 As of September 30, 2022 2023 2024 2025
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (in thousands of U.S.$) Total current assetsS…….ccccnnnnnooooncccnnnnnnnnnnnnnns 6,794,843 7,289,281 6,446,488 6,416,964 Total property, plant and equipment? ……… 32,715,373 35,013,327 37,924,388 40,345,401 Investments accounted for using equity 3.527.323 2.866.698 2.934.150 3.021.736
MethOd O cconconicnicnoconccononanonoranonacanonacononnos Non-current receivables……………oocconnnnnnnnn… 88,906 71,272 79,708 78,450 All other assetsO cncccnncccnnncccionaciconaninanonos 1,610,787 1,635,670 2,315,984 2,638,613 Total asSetS….oononncnnnnncnnnnnnnonononcononnnononinnnononos 44,737,232 46,876,248 49,700,718 52,123,935 Total current liabilities …………..ooccocnnnn.n.nmom…. 3,920,485 4,383,983 4,958,222 4,876,286 Total non-current liabilities …………………….. 29,162,182 31,445,616 33,441,007 36,026,784 Total liabilit18S…………o.oooononnnononccnnnnncnnnnnnnnnonos 33,082,667 35,829,599 38,399,229 40,903,070 Non-controlling interestS………….ooooommmmmm….. 914,083 696,954 701,844 714,696 Equity attributable to owners of the parent… 10,740,482 10,349,695 10,599,645 10,506,169
Total equItY cooooooooocccnoooonononcnonnnonnnnonnnonnnonos 11,654,565 11,046,649 11,301,489 11,220,865 Total liabilities and equity …………..oooo.oooo….. 44,737,232 46,876,248 49,700,718 52,123,935
54 As of and for the nine-month period ended As of and for the year ended December 31, September 30,
2022 2023 2024 2024 2025 (in thousands of U.S.$, except ratios and copper prices)
OTHER ITEMS
Depreciation and amortization of 2,227,284 2,292,126 2,266,721 1,652,710 1,713,679
ASSOÉS coccccccccconnnnnnnononononononcnnnanonnnons
Interest expense, Mé …ococniinncnn… (521,815) (679,859) (785,555) 581,085 648,794
Ratio of earnings to fixed charges 3.8 0.8 1.9 2.0 2.0
CTI
Average LME copper price (U.S. ¿ 399.0 384.5 414.9 414.2 433.5 per pom) cncncccicccconicanincnnos
Adjusted EBITDAS Lucoccicionic….. 5,656,440 4,184,275 5,439,023 4,021,539 4,158,828
Ratio of debt to Adjusted 3.0 4.8 4.2 5.5 5.9
EBITDAOS dnnncononccnccnnncnnnincononncnnos
Ratio of debt to LTM Adjusted 3.0 4.8 4.2 4.5 4.4
EBITDACO moncncniconicionicnniccnncnnonnos
Adjusted EBITDA coverage 10.8 6.2 6.9 6.9 6.4
Lati nc ccccncccccnaconoranonacanononononos
(1) Cost of sales for any period includes direct and indirect costs, depreciation and amortization associated with the production of copper and byproducts, as well as purchase costs of third-party copper, sold by CODELCO in that period.
(2) Other expenses is comprised principally of costs related to the 10% special export tax paid by the Company, retirement plan and severance indemnities and fixed indirect costs below production level. See note 24.b of the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(3) CODELCO is subject to a mining tax on operating income at progressive rates of between 5% and 14%. The tax 1s imposed on operating income generated during the operating year. The statutory rate of the mining tax for CODELCO was 5.0% for each year between 2017 and
2019. In addition, CODELCO is subject to the corporate income tax rate of 24% in 2016 and 25% since 2017 (pursuant to the tax reform in
2014) and a 40% tax on net earnings applicable to state-owned enterprises as specified by Decree Law No. 2,398, Article 2. See Taxation- Chilean Taxation and Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Distributions to the Chilean Treasury for additional information. See note 5 of the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Distributions to the Chilean Treasury and Regulatory Framework. See also Risk Factors-Risks Relating to CODELCO’s Relationship with the Government of Chile-CODELCO is subject to special taxes for information regarding the mining tax rate effective in 2016 and information regarding the new Mining Royalty Law, effective as of January 1, 2024.
(4) See note 8 of the Consolidated Financial Statements and the Unaudited Interim Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(5) All other assets includes other non-current financial assets; other non-current non-financial assets; accounts receivable from related parties, non-current; non-current inventories; intangible assets other than goodwill; investment property; non-current tax assets and deferred tax assets.
(6) For the purpose of calculating CODELCOSs ratio of earnings to fixed charges (adjusted), (1) earnings consist of Adjusted EBIT and (11) fixed
(7)
(8) charges consist of finance cost. The ratio of earnings to fixed charges (adjusted) 1s calculated by dividing Adjusted EBIT by finance cost.
Adjusted EBIT is calculated by adding finance cost, impairment charges net of reversals (as defined in note (1) of the following table) and income tax expense to profit (loss) for the period. Adjusted EBIT, while not a financial performance measure under IFRS, is presented as an indicator of funds available to service debt. Adjusted EBIT and Adjusted EBITDA data are included in this offering memorandum because such data are used by investors to assess: (1) the operating trends and financial performance of the Company and (11) the ability ofthe Company to (a) service its existing debt, (b) incur new debt and (c) fund its capital expenditures. The Company believes that Adjusted EBIT, while providing useful information, should not be considered in isolation as a substitute for profit for the period, as an indicator of operating performance, or as an alternative to cash flow as a measure of liquidity. Additionally, the Companys calculation of Adjusted EBIT may be different than the calculation used by other companies and therefore, comparability may be affected. See notes 8, 22 and 24 of the Consolidated Financial Statements and Unaudited Interim Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information about impairment charges and reversals and other non-cash charges.
Average price on the LME for Grade A cathode copper during period.
Adjusted EBITDA is calculated by adding finance cost, income tax expense, depreciation and amortization of assets plus export taxes and impairment charges net of reversals (as defined in note (1) of the following table) to profit (loss) for the period. Adjusted EBITDA is presented because 1t 1s a widely accepted indicator of funds available to service debt, although 1t is not an IFRS-based measure of liquidity or performance. Adjusted EBIT and Adjusted EBITDA data are included in this offering memorandum because such data are used by investors to assess: (1) the operating trends and financial performance of the Company and (11) the ability of the Company to (a) service its existing debt, (b) incur new debt and (c) fund its capital expenditures. The Company believes that Adjusted EBITDA, while providing useful information, should not be considered in isolation or as a substitute for profit as an indicator of operating performance, or as an alternative to cash flow as a measure of liquidity. Additionally, the Companys calculation of Adjusted EBITDA may be different than the calculation used by other companies and therefore, comparability may be affected. See notes 8, 22 and 24 of the Consolidated Financial Statements and Unaudited Interim Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information about impairment charges and reversals and other non-cash charges.
55
(9) The ratio of debt to Adjusted EBITDA is calculated by dividing debt by Adjusted EBITDA. Debt is defined as loans from financial institutions plus bonds issued.
(10) Ratio of debt to LTM Adjusted EBITDA is calculated by dividing debt by the last twelve months of Adjusted EBITDA. Debt is defined as loans from financial institutions plus bonds issued.
(11) Adjusted EBITDA coverage ratio is the ratio of Adjusted EBITDA to finance cost net of finance income. See note 9 above for further information about Adjusted EBITDA and notes 21 and 22 of the Consolidated Financial Statements and Unaudited Interim Consolidated Financial Statements and Managements Discussion and Analysis of Financial Condition and Results of Operations for further information about impairment charges and reversals and other non-cash charges.
(12) The amounts for property, plant, and equipment in the table above include property, plant and equipment and right-of-use assets.
The following table shows CODELCOs earnings, Adjusted EBIT, ratio of earnings to fixed charges (adjusted), Adjusted EBITDA and reconciliation of Adjusted EBIT and Adjusted EBITDA for the periods indicated.
For the nine-month period ended
For the year ended December 31, September 30, 2022 2023 2024 2024 2025 (in thousands of U.S.$)
Profit (loss) for the period ………………….. 361,571 (591,239) 244,716 227,412 157,076 Income tax expense ..cooooooccncccnoooncnonononanoss 1,133,670 (165,916) 545,738 384,832 449,852 Finance COSÉS ..ccooooooccnnccnonoonnnoncconanancnnnnnnn 569,060 778,910 910,411 686,020 698,377 ImpairmentsO anoccnonnncinionicnnnnananicinannns 91,430 614,055 50,219 43,020 56,983 Adjusted EBITO Loooooocionicniónicnicncno.o. 2,155,731 635,810 1,751,084 1,341,284 1,362,288 Ratio of earnings to fixed charges
. . 1. 2. 2.
(adjust) occcccccioniónióniccininccinaninanoso 3.8 0.8 ? 0 0 pre anon and amortization of 2,227,284 2,292,126 2,266,721 1,652,710 1,713,679 Ad-Valorem Component of Royalty 4>…. – – 119,354 84,744 90,856 Copper Reserve LawO ooconionionicnicccnccnos 1,273,425 1,256,339 1,301,864 942,801 992,005 Adjusted EBITDA ooo… 5,656,440 4,184,275 5,439,023 4,021,539 4,158,828
(1) Impairments include charges and reversals related to charges of investment projects, research projects and investment in associates and joint
(2)
(3)
(4)
(5)
(6) ventures and exclude impairment charges related to definitely-lived tangible assets which show indicators of impairment under International Accounting Standard No. 36. See notes 10, and 24 of the Consolidated Financial Statements and Unaudited Interim Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information about impairment charges and reversals and other non-cash charges.
Adjusted EBIT is calculated by adding finance cost, impairment charges net of reversals (as defined in note (1) above) and income tax expense to profit (loss) for the period. Adjusted EBIT, while not a financial performance measure under IFRS, is presented as an indicator of funds avallable to service debt. Adjusted EBIT and Adjusted EBITDA data are included in this offering memorandum because such data are used by investors to assess: (1) the operating trends and financial performance of the Company and (11) the ability of the Company to (a) service its existing debt, (b) incur new debt and (c) fund its capital expenditures. The Company believes that Adjusted EBIT, while providing useful information, should not be considered in isolation as a substitute for profit for the period, as an indicator of operating performance, or as an alternative to cash flow as a measure of liquidity. Additionally, the Companys calculation of Adjusted EBIT may be different than the calculation used by other companies and therefore, comparability may be affected. See notes 8, 21 and 22 of the Consolidated Financial Statements and Unaudited Interim Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information about impairment charges and reversals and other non-cash charges.
For the purpose of calculating CODELCOS”s ratio of earnings to fixed charges (adjusted), (1) earnings consist of Adjusted EBIT and (11) fixed charges consist of finance cost. The ratio of earnings to fixed charges (adjusted) 1s calculated by dividing Adjusted EBIT by finance cost.
See note 22 of the Consolidated Financial Statements and the Unaudited Interim Consolidated Financial Statements.
On August 10, 2023, Law No. 21,591 on Mining Royalty was published in the Official Gazette, effective as of January 1, 2024. The law establishes that the new mining royalty tax is comprised of two components: The Ad Valorem component and the mining margin component.
The Ad Valorem component corresponds to 1% of copper sales and applies to miners whose copper sales represent more than 50% of total sales. The mining margin component applies a rate of between 8% and 26% on mining operating margins in the range of 20% to 80%.
The Copper Reserve Law currently requires the payment of a 10% special export tax on receivables of the sales proceeds that CODELCO receives and transfers to Chile from the export of copper and related by products produced by CODELCO. For further information, see Risk Factors- Risks Relating to CODELCO”s Relationship with the Government of Chile- CODELCO is subject to special taxes.
The following table shows CODELCOs debt and ratio of debt to Adjusted EBITDA and Adjusted EBITDA coverage ratio for the periods indicated.
S6 As of and for the year ended December 31, 2023
2022 Debt… 16,958,377 Ratio of debt to Adjusted EBITDA ………………. 3.0 Finance income 47,245 Adjusted EBITDA coverage ratio …………….. 10.8
(1)
Adjusted EBITDA coverage ratio 1s the ratio of Adjusted EBITDA to finance cost net of finance income.
S7
20,198,102
4.8
99,051
6.2
2024 (in thousands of U.S.$, except ratios)
22,722,563
4.2 124,856
6.9
2024
22,233,216
5.5
104,935
6.9
As of and for the nine-month period ended September 30,
2025
24,553,614
5.9
49,583
6.4 SELECTED OPERATING DATA
The following table sets forth a summary of the production and sales data of CODELCO for each of the years ended December 31, 2022, 2023 and 2024 and for the nine-month periods ended September 30, 2024 and 2025. For more information regarding such data, see Business and Properties.
As of and for the nine-month
58
As of and for the year ended period ended December 31, September 30, 2022 2023 2024 2024 2025 COPPER MINING OPERATIONS Ore Mined (in thousands of dry metric tons): Mina Ministro HalesS………oooonnnnnnnncccncccnnnoninnnns 20,125 22,153 21,575 15,977 15,878 Chuquicamata DIVISION …….ccccccnnnonnnonnonnnnnnnos 43,503 27,790 36,174 27,716 23,090 Radomiro Tomic DIVISION …..cccccnnnncccnnnnnnnonoo”. 83,910 88,456 72,412 52,120 57,548 Gabriela Mistral DIVISION ……ccoooccnnnccnnnccnnnicons 39,060 41,256 39,493 29,055 30,061 El Teniente DIVISION ….ccccccccnnnnncccccncnccnnnnnnnnnnns 52,658 46,388 46,487 33,504 32,008 Andina DIVISION…..ooccocccnccnnnccnnccnncconoconioconiconos. 27,150 26,150 30,360 22,766 24,265 Salvador DIVISION ….oocccconnncccnnncnnncnccnonononocononos 8,980 2,094 11,010 – 6,300 Total cooononcnnnonicninnocinncnncnnninanononccnncnncnncnnanns 275,386 254,287 257,511 153,450 189,150 Average Copper Ore Grade: Mina Ministro Hales………..ooonnnnccnnnnnncccnnnnnnnnos” 1.04 0.83 0.79 0.66 0.87 Chuquicamata DIVISION …….ccccccnnncnnnnncnnnnnnnnno. 0.55 0.45 0.64 0.44 0.64 Radomiro Tomic DIVISION …..cccccnnnncccnnnnnnnonoo”. 0.52 0.50 0,49 0.45 0.46 Gabriela Mistral DIVISION ……oooocccncnnnnnnccnnnnnnns 0.43 0.42 0,43 0.43 0.35 El Teniente DIVISION …..cccccnnnncccnnnnnnnncccnnnnnnnons: 0.88 0.88 0.87 0.87 0.85 Andina DIVISION…..ccccccnnncccnnnnnnnnccncnnnnnnnncnnnnnnns 0.81 0.79 0.75 0.76 0.65 Salvador DIVISION ….oocccconnncccnnncnnncnccnonononocononos 0.58 0.58 0.56 – 0.78 Weighted Average …..ooccccccccnoncnonnnonononos: 0.70 0.64 0.64 0.61 0.67 PLANT COPPER PRODUCTION (by division in metric tons): Mina Ministro Hales ……..oocooocccncccnccnnocnniconiccnnncnno 152,167 126,010 122,208 64,665 105,262 Chuquicamata DIvVISION………cccccccccnnnnnnnnnnnnnnnnnnnss 268,348 248,495 289,013 194,846 169,600 Radomiro Tomic DIVISION……cccconnncccnnnnnnniccnnnnnnns 301,062 314,805 270,479 196,520 214,220 Gabriela Mistral DIVISION……oooccocccnccccncccncconiconos. 109,524 105,825 103,075 77,132 58,850 El Teniente DIVISION ….occoocccnccnnccnncconioconiconiccnnccnno 405,429 351,874 356,373 245,483 234,334 Andina DIVISION ….ooccooccnnccnccnonoconicnnnccnncconoconiconoso 177,027 164,545 181,609 139,602 127,467 Salvador DIVISION…..ccccooonccnnnnnnnnnccnnnnnonanononnninnnoss 32,065 13,000 5,673 – 27,402 Total …….ooccccncnnncnnnnnonononnnnnnnnnnnnnnninininininoss 1,445,621 1,324,554 1,328,430 918,249 937,135 PLANT COPPER PRODUCTION (contained copper in metric tons): ER CathodesS …occooonccccnncnononcccnnnnnninoconononanoconnnnnonos 22,525 2,658 40,830 29,120 4,688 SX-EW CathodesS…coccooooncncnccnnnonccccnoncnncncnnnnonononos 392,524 365,350 318,454 235,142 214,930 Calcied c.oocccnnnnnccnnnnnnnncocnnnnnnnnnconnnnnnnonccnnnnnnnirononos 136,099 109,782 100,744 54,552 95,890 Anodes – BliSter………oooccccnnnnnncccnnnonococcnonnnonnnocnnos 376,380 334,435 277,264 193,465 177,876 White Metal ……ooooccccnnncnnnccccnnnnnnoconnnnnononocononinnnoss 4,079 7,861 6,349 2,476 2,375 RESIdUES…ccoocccnccnncconcconoconoccnncconoconoconoconorcnnccnnicon – – 14,669 – 2,085 ConcentrateS….oooconconocnoninncnncnonanoninannanc anno nn canananono 514,015 504,467 570,116 403,494 439,291 Total cocos 1,445,621 1,324,554 1,328,450 918,249 937,135 MOLYBDENUM PRODUCTION (contained molybdenum in metric tons)…………… 20,498 17,254 16,099 11,813 10,976 COPPER SALES (in metric tons; includes sales of third-party copper): Cathodes 1,131,038 1,129,220 1,060,869 783,398 693,480 ¡A – – – – Anodes – BliSter………oooccccnnnnnncccnnnonococcnonnnonnnocnnos 108,351 92,687 76,809 41,611 72,132 ConcentrateS….oooconconocnoninncnncnonanoninannanc anno nn canananono 492,578 442,384 520,021 346,921 404,094 Total cooononcnnnonicninnocinncnncnnninanononccnncnncnncnnanns 1,731,967 1,664,291 1,657,699 1,171,930 1,169,706
COPPER EXPORTS (in metric tons; includes sales of third-party copper):
Cathodes Blister
Concentrates Total
INVENTORIES OF COPPER AT PERIOD-END (in metric tons)
1,059,316 1,041,686 965,973 710,757 108,351 92,687 76,809 41,611 301,940 304,491 348,364 248,185
1,469,607 1,438,864 1,391,146 1,000,553
19,372 40,135 32,700 33,619
59
690,417 73,458 424,257
1,188,132
28,600 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with CODELCOs Consolidated Financial Statements, including the notes thereto, included elsewhere in this offering memorandum, as well as the data set forth in Selected Consolidated Financial Data. Except as otherwise disclosed herein or indicated, the Consolidated Financial Statements and other financial information included in this offering memorandum are presented in accordance with IFRS.
Overview
CODELCO is the worlds largest copper producer and one of the largest companies in Chile in terms of revenues. CODELCO engages primarily in the exploration, development and extraction of ore-bearing copper and byproducts, the processing of ore into refined copper and the international sale of refined copper and byproducts. In 2024, CODELCO derived 92.1% of its total sales from copper and 7.96% of its total sales from byproducts of its copper production, primarily molybdenum, anodic slimes, and sulfuric acid.
Since its inception in 1976, CODELCO has contributed approximately U.S.$158.5 billion (in 2024 currency) to the Chilean Treasury. Approximately 63.0% of this amount was generated in the last 20 years, representing 7.9% of the revenues of the Government of Chile. In 2024, CODELCO accounted for 14.5% of all Chilean exports.
CODELCOS*s financial performance is significantly affected by the market prices of copper. As with prices for other commodities, copper prices have historically been subject to wide fluctuations. LME copper prices averaged 414.9 cents per pound in 2024 compared to 384.5 cents per pound in 2023 and 399.0 cents per pound in
2022. Copper prices averaged 433.5 cents per pound in the first nine months of 2025, compared to 414.2 cents per pound in the first nine months of 2024. Prices were impacted by slower growth in China during 2022 and 2023, which weighed on global demand. In 2024, prices recovered, supported by supply disruptions and operational challenges among major copper producers. In 2025, prices have remained volatile due to persistent supply constralnts, rising geopolitical uncertainty, and renewed trade tensions between the United States and China, including uncertainty surrounding potential tariffs. For more information, see Overview of the Copper Market.
CODELCO continues to focus on controlling and limiting production cost increases. For many years, CODELCO was within the first or second quartiles in the industry with respect to costs. This position was primarily attributable to the quality of 1ts ore bodies, its economies of scale and the experience of its workforce and management.
Currently, CODELCO is in the fourth quartile of the industry?s cost curve. The Company intends to make every effort, through investment and management, to be within the first or second quartiles of the industry?s cost curve in the long-term.
In 2024, CODELCOSs total costs and expenses decreased by 6.1 cents per pound (-1.8%) to 329.0 cents per pound, compared to 335.1 cents per pound in 2023 and 310.9 cents per pound in 2022, mainly due to higher copper production, lower operating costs, and the foreign exchange rate depreciation of the Chilean peso against the U.S.
dollar. For the first nine months of 2025, CODELCOs total costs and expenses increased by 22.1 cents per pound
(6.4%) to 368.5 cents per pound, compared to 346.4 cents per pound for the same period in 2024, mainly due to higher operational costs, as well as maintenance materials, and particularly equipment rentals associated with efforts to accelerate mine development, increased activity at the Radomiro Tomic Division and at Salvador?s open-pit mine-which was halted last year during 1ts ramp-up phase. The increase was also driven by the appreciation of the Chilean peso against the U.S. dollar. These increases were partially offset by higher byproduct revenues increased production. In 2024, CODELCO”s total costs and expenses decreased to U.S.$10.4 billion, compared to U.S.$10.7 billion in 2023, and to U.S.$9.8 billion in 2022. This reduction was primarily attributed to lower operational costs In local currency due to the depreciation of the Chilean peso against the U.S. dollar and reduced input costs (mainly energy, spare parts, and materials). However, these gains were partially offset by higher operating costs due to equipment rentals for mine development recovery and plant maintenance.
60 For the first nine months of 2025, CODELCO’s cash cost of production was 214.0 cents per pound, compared to 205.0 cents per pound for the same period in 2024 primarily due to higher operational costs, particularly equipment rentals associated with efforts to accelerate mine development, as well as maintenance materials, and increased activity at the Radomiro Tomic and the Salvador divisions. This was partially offset by higher byproduct revenues and increased production. In 2024, CODELCO’s total cash cost was U.S.$5.7 billion, compared to
U.S.$5.8 billion in 2023 and U.S.$5.2 billion in 2022. For the first nine months of 2025, CODELCO’s total cash cost was U.S.$4.4 billion, as compared to U.S.$4.1 billion for the same period in 2024, including certain cash cost incurred at the corporate level.
CODELCO conducts hedging operations from time to time to reduce the risks associated with copper price volatility. CODELCO also periodically enters into futures contracts with respect to certain sales of 1ts own copper.
Since 2005, CODELCO has occasionally hedged certain future copper delivery commitments and production in order to manage the risks associated with copper price volatility. As of September 30, 2025, CODELCO had
U.S.$139.0 million in production hedging commitments. For more information, see note 30 to the Unaudited Interim Consolidated Financial Statements.
CODELCO has hedged a portion of its exchange rate and interest rate exposure by entering into forward exchange contracts to hedge against fluctuations in the UF to U.S. dollar exchange rate for 1ts outstanding UF-denominated bonds. See Business and Properties-Marketing-Pricing and Hedging and Risk Factors- Risks Relating to CODELCOs Operations-CODELCO engages in hedging activity from time to time, particularly with respect to 1ts copper production, which may not be successful and may result in losses to CODELCO. See also notes 27 and 28 to the Consolidated Financial Statements and note 29 to the Unaudited Interim Consolidated Financial Statements for further information on CODELCOs hedging activity.
Sale prices for CODELCOs products are established principally by reference to prices quoted on the LME and the COMEX in the case of copper, or prices published in Metals Weekly in the case of molybdenum. The substantial majority of copper produced by CODELCO is sold under annual contracts to customers who have long-term relationships with CODELCO. Pricing under such contracts 1s based on prevailing average copper prices for a quotation period, generally for the month following the scheduled month of shipment. Revenue under such contracts is recorded at provisional prices determined at the time of shipment. Usually, an adjustment is then made after delivery of the copper, based on the pricing terms contained in the applicable contract.
CODELCO”s financial performance is also significantly affected by the relationship of copper prices to production costs. In 2024, CODELCOs annual production, including its investment in El Abra, Anglo American Sur and Quebrada Blanca, was 1.44 million metric tons from 1.42 million metric tons in 2023 and 1.55 million metric tons in 2022, The production in 2024 was higher mainly due to higher production at Chuquicamata, El Teniente and Andina, partially offset by the lower production at the Radomiro Tomic, Ministro Hales and Salvador Divisions.
In 2024, each U.S.$0.01 change in CODELCOs average annual copper price per pound caused a variation in revenue of approximately U.S.$31.8 million. CODELCO expects a gradual recovery of production as structural projects start to ramp up. CODELCO continues to develop its project pipeline with the goal of increasing 1ts production marginally in the long-term, by overcoming certain non-permanent disruptions, such as inclement weather and other natural events. See Risk Factors-Risks Relating to CODELCOs Operations-Earthquake damage to CODELCO*s properties and operations could negatively affect CODELCOs results.
CODELCO continues to develop and refine its mine management practices and programs to limit and reduce its costs. These include the following: (1) improved deposit identification and mining techniques; (11) the implementation of early retirement plans and workforce reduction programs; (111) an investment in human capital and continuing to attract and retain a world-class management team and professionals of the highest caliber; (1v) Improved utilization of equipment and inputs used in the processes of copper production to increase productivity and efficiency; and (v) the development of key projects, specifically the new mine level at El Teniente, the Andina plant reallocation, the Chuquicamata underground mine projects and the Rajo Inca project at Salvador Division.
Production cash costs are influenced by mining and production practices, as well as the type of ore from which copper is produced, production levels and market prices of byproducts, and foreign exchange rates.
61 In 2024, CODELCO invested U.S.$3.2 billion mainly in expansion and development projects, including the new El Teniente mine level, the Chuquicamata underground mine expansion and the execution of the Inca Pit project. See Business and Properties.
In addition to selling 1ts current production of copper, CODELCO may sell copper in its inventory from past production cycles to meet the demand of its customers. CODELCO also purchases copper from third parties in the spot market for resale. The Company makes these purchases and sales of third-party copper to meet the requirements under sales contracts and to participate in the spot market for copper based on its evaluation of market conditions. CODELCO has no long-term commitments regarding third-party copper purchases or sales other than pursuant to the joint venture with China Minmetals Non-Ferrous Metals Co. Ltd. (Minmetals), a Chinese state-owned metals company. This joint venture ended in April 2016 and the related selling commitment ended in February 2021. For more information on Minmetals, see Business and Properties-Associations, Joint Ventures and Partnerships. CODELCO also engages in copper transactions with its affiliates at market terms. In addition, CODELCO purchases copper from its affiliates for further processing and resale.
The following tables set forth, for the periods indicated, the components of CODELCOs consolidated financial statements of operations expressed as a percentage of revenue under IFRS. These tables are qualified in their entirety by reference to, and should be read together with, CODELCOs Consolidated Financial Statements, including the notes thereto, included elsewhere in this offering memorandum:
For the nine-month period ended Year ended December 31, September 30, 2022 2023 2024 2024 2025 Revenue cooooccccoocnncnoonnnnnconnnnnononnnnnoconnnnnccnnnnnncnnns 100.0 100.0 100 100.0 100.0 Costof SaleS…..oococonnninnoncconinccinnnininncananacananacns (72.2) (81.0) (75.9) (75.0) (74.1) GHOSS PIOÍl …..ooccccccccccnnnnnnnnnnnnnnnnnnonononnnnnnnonnnnss 27.8 19.0 24.1 25.0 25.9 Other iMCOME c.coooccnnoccnonncinnnccnnnnnnnnnoncnonnnoranccnnno 0.4 0.6 0.5 0.5 0.3 Administrative expenses …oococcccnoonononccionerannconns (3.0) (3.3) (3.0) (3.0) (3.0) Other expenses, by functiON……ccooooocccccnnnncnnnno: (12.4) (12.6) (14.8) (14.2) (13.4) Finance COStS .ooooonnnnnnnnnnnnononanananononconnnnnnnnnn nana (3.3) (4.8) (5.4) (5.6) (5.3) Profit (loss) before Income taX …occcccnnnnnnnnncnnoos: 8.8 (4.6) 4.7 5.0 (4.6) Income tax eXpenSO.ooooooocccccnonooncncccnnnannnanoconnoss (6.7) 1.0 (3.2) (3.1) (3.4) Profit (loss) for the period …..ooooonnnccccnnonccnnanonos. 2.1 (3.6) 1.4 1.8 1.2
The following tables set forth, for the periods indicated, certain price, volume and cost data:
For the nine-month period ended Year ended December 31, September 30,
2022 2023 2024 2024 2025
CODELCO Average Metal Price (per pound)” COPPOT.ccccoccccco…. $3.76 $3.81 $4.10 $4.24 $4.39 Molybdenum …… $18.2 $24.3 $21.0 $20.9 $21.9 CODELCO Sales Volume (in metric tons) Own copper (2) .. 1,664,341 1,562,629 1,570,152 1,107,363 1,116,754 Third -party copper 192,831 195,493 147,116 107,610 100,919
Molybdenum (in oxide and concentrate)…… 20,889 16,964 16,029 11,206 12,312 CODELCOs Cash Cost of Production (per pound)……………. 165.4g 203.164 199.14 205.0é 214.06
62
(1) The average metal price 1s the weighted average of prices actually paid to CODELCO for its product mix.
(2) Includes wire rod sales and cathodes from CODELCO”s subsidiaries.
Results of Operations for the Nine-Month Periods Ended September 30, 2024 and 2025
The following table sets forth CODELCOs summarized results of operations for the nine-month periods ended September 30, 2024 and 2025:
For the nine-month period ended
September 30, % Change 2024 2025 20242025 (in thousands of U.S.$) ROVONUE cccccnnnnonooooonnnnnnnnnncnnononnnonnnonnnnnnnonnnnnnnnnnnn nor nn nnnnnnncnnnnnnnnnnnnnnnnnnnnnnncnananinnns 12,314,933 13,229,007 7.4% CostofSaleS…..ooooonnnnnnnncnonnnnnnnnnnnoonocccccnonnnononnnnnnonronocnnnnnnnnnnnnnnnnnnncccnnnnnnnnnnananoss (9,231,435) (9,797,755) 6.1% GTOSS PTOÍlf …..ooccccccncnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnss 3,083,498 3,431,252 11.3% 62,802 Other INCOME cooooocccnnnnnnccnnnnnnonenccnnnnnnnnoncnnnnononornonnnnnnonoronnnnnonanornrnnnnnnancnnnnnnaniranos 34,265 (45.43%
(370,181) Administrative OXPONSES …oococccccnnnnnnnnnnnnnnnnnnnnonnnonnnnnnnnnnnonnnonnnnnnnonnnnnnnnnnnnnnnnnnnss (393,155) 6.2%
(1,752,316) Other expenses, by fUNCHION……….ooooocccccnnonnnnnnnnnnnonnnnnnnnnnnnnnnononnnnnnonnnnnnnnnnononoss (1,770,368) 1.0%
(686,020) EN (698,377) 1.8% Share of profit of associates and joint ventures accounted for using 84,429 84,746 equity Method ……oooncnnnnnnnncnnncnnnonnnnnnnnnnnnnnnnnnnnnonnnnnnnnnnnnnnnnnnnnnnnnnnnnnnns 0.4% Foreign exchange dITÍOrencCesS…ooooonnnnnnnnnnnnnnnnnnnnnnnncnnnnnnnnnnnnnnnnannnnnnnnnnnncnnnannnnnnn 69,104 (140,257) (303.0)% Profit (loss) before InCOME tAX ..oocccccnnnnnnnnnooccncncnnnnnnnnonononononnccnnnnnnnononnnncccnnnnnons 612,244 606,928 (0.9% INCOME tax eXpenNSC..cooooooooooooccccncnnnnnonnnnnnonnnnnnncnnnnonnnnnnnnnnnncnnnnnnnnnnnnnnnnnoncnninnnnss (384,832) (449,852) 16.9% Profit (loss) for the periOd …oooonnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn nn nn nn nn nn nn nn rn rra nana 227,412 157,076 (30.9% Profit (loss) attributable to OWNETS OÍ parent ..oooonnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnanacononnno 213,170 145,656 (31.3% Profit (loss) attributable to non-controlling Interests …….ooonnnnnnnnnnnnnnnnnnncnnnnnnnns: 14,242 11,420 (19.83%
Revenue. The following table sets forth CODELCOs revenue for the nine-month periods ended September 30, 2024 and 2025:
For the nine-month period ended
September 30, % Change 2024 2025 2025 (in thousands of U.S.$) A 12,314,933 13,229,007 7.4 Sales of CODELCO?S OWN COPPOT cooccccncnnnnncnnnnnnnnnnnnnnnnnnonanonannnnnnnnananannns 10,350,070 11,259,017 8.8 Sales Of third-party COPPOT..ooooccnnnnncnnnnnnnonononononnnnnnnnnnnnnnnnnnonnnnnnnnnnnnnnnnnnnns 1,024,111 1,053,337 2.9 Sales of byproducts and Other ……ooocnnnnnnnninnnoninononinnnononinnnnnnnnnananananananannn 940,752 916,653 (2.6)
Revenues totaled U.S.$13.2 billion in the first nine months of 2025, representing a 7.4% increase compared to U.S.$12.3 billion during the same period in 2024. This growth was primarily driven by a 3.5% increase in realized copper prices, which averaged 438.9 cents per pound in the first nine months of 2025, up from 423.0 cents per pound during the same period in 2024. The positive impact of higher prices was accompanied by an increase in copper and molybdenum sales volumes. This increase in revenues drove a slight gross margin improvement, rising to 25.9% in the first nine months of 2025, from 25.0% in the same period of the previous year. Third-party copper sales totaled
U.S.$1,053.0 million in the first nine months of 2025, compared to U.S.$1,024.0 million for the same period in 2024, attributable to an increase of copper price. In general, changes in the volume of third-party copper sales are dependent upon CODELCOs need to meet requirements under sales contracts and, to a lesser extent, purchasing copper under spot market terms 1f CODELCOs own production is insufficient to cover the quantities that 1t has agreed to supply 1ts customers.
63 Sales of byproducts and other decreased 2.6% to U.S.$916.7 million in the first nine months of 2025, compared to U.S.$940.8 million for the same period in 2024. This decrease was primarily due to losses in revenue from the future market, which was partially offset by higher sales of molybdenum and other by-products.
Cost of sales. CODELCOSs cost of sales in any period includes both the mining and production costs of 1ts own copper and byproducts and the purchase costs of copper, as well as gold, silver and other byproducts, at market prices from third parties and processed and sold by CODELCO in that period. The following table sets forth CODELCOSs total cost of sales for the nine-month periods ended September 30, 2024 and 2025:
For the nine-month period ended
September 30, 7% Change 2024 2025 2025 (in thousands of U.S.$) CASAN (9,231,435) (9,797,755) 6.1 Cost of CODELCO’S OWN COPPOT cocoocccccccnconcononcnncnnonanocnnonononncnoncnncnnnns (7,705,132) (8,230,237) 6.8 Cost of third-party SaleS …..onnncnnnnnnninnnccnonncnncancncnn conan onann conan cnn cnnncncons (1,010,565) (1,039,160) 2.8 Cost of byproducts and OtheT…ococnnnnnnnonnnonnnoninnocnnc nn cnan cnn nn cnn cn cnn (515,738) (528,358) 2.4
CODELCOSs cost of sales of its own copper increased by 6.1% to U.S.$9.80 billion during the first nine months of 2025, compared to U.S.$9.23 billion for the same period in 2024. This increase 1s primarily attributable to higher operating costs during the period and effect of the appreciation of the Chilean peso against the U.S. dollar that contributed to the overall increase in costs.
The cost of copper purchased from third parties increased by 2.8% in the first nine months of 2025 to
U.S.$1,039.2 million, compared to U.S.$1,010.6 million for the same period in 2024. The increase was mainly caused by a higher price of third-party copper.
The cost of byproducts and other increased by 2.4% to U.S.$528.4 million in the first nine months of 2025, compared to U.S.$515.7 million for the same period in 2024, primarily due to higher operational costs, and an appreciation of the Chilean peso against the U.S. dollar that impacted salaries and contracts, contributing to an overall increase in cost. Depreciation and amortization expenses remained relatively flat at U.S.$1,714.0 million during the first nine months of 2025, compared to U.S.$1,653.0 million for the same period in 2024.
Gross profit. Gross profit amounted to U.S.$3.4 billion for the first nine months of 2025, compared to
U.S.$3.1 billion for the same period in 2024. This 11.3% increase was primarily attributable to the increase of 7.4% in revenue, led by the positive impact of higher copper prices and an increase in copper and molybdenum sales volumes.
Other income. The largest components of other income are other miscellaneous income, miscellaneous sales, delegated administration and penalties to suppliers. Other income decreased 45.4% to U.S.$34.3 million in the first nine months of 2025, compared to U.S.$62.8 million for the same period in 2024. This decline was primarily explained by the absence of insurance compensation for accidents. In 2024, other income included the recovery of
U.S.$39.0 million from the insurance settlement of the dome incident at Chuquicamata Division.
Administrative expenses. Administrative expenses increased to U.S.$393.2 million (3.0% of total revenues) during the first nine months of 2025, compared to U.S.$370.2 million (3.0% of total revenues) for the same period in 2024. This slight increase was primarily attributable to increases in short-term benefits to employees, raw materials and materials, consumables and others.
Other expenses, by function. Other expenses, by function amounted to U.S.$1.8 billion (13.4% of total revenues) during the first nine months of 2024, compared to U.S.$1.8 billion (14.2% of total revenues) for the same period in 2024. This slight increase was primarily attributed to higher payment due to copper reserve law and research expenses, that include exploration expenses, pre-investment, studies and research and technological Innovation expenses.
64 The following table sets forth the principal components of CODELCOs other expenses, by function for the periods indicated:
For the nine-month period ended September
30, 2024 2025 (in millions of U.S.$)
Copper Reserve LaW…..cccccoooocoooooccoccnncononononononononncnnnnnnnnonnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnanns: 943 992 Research EXpenseS…ccooconoconoconoconononnnnnonnnnnnnnnnnnnnnnnnnnnnnnn nn nn nn nn nn nn nn nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnns: 140 183 Bonus for the end of collective bargaining 230 4
Fixed Indirect Costs, lower production level…..oooooonnnnnnnnnininnnnonnnnoononooonaccnnnnnnnnnnnnnnnnnnnncnananons 209 295 Other expenseS ..oooooccooncnonononononononcnnnnnnnncnnnonnnnonnnonnnon nono nnnnnnnnnnonnnnnnnnonn conan coma ronnnnn anna nnnnnnnnn conos: 230 296
Total other expenses by fUNCÍION………cccccccnnnnooooononcnonononcnonnnnnnnn non nnnnnnonnnnncnnnnnnnnnnnnnnnnns: 1,752 1,770
CODELCO recorded other expenses by function of U.S.$1.8 billion and U.S.$1.8 billion in the nine months of 2024 and 2025, respectively, pursuant to the Copper Reserve Law, which levies a 10.0% tax on CODELCO’s exports of 1ts own copper and related byproducts. Under the accounting policies adopted by CODELCO, this export tax 15 accounted for in other expenses, by function. The increase of this tax recorded in the first nine months of 2025, compared to the same period in 2024, is primarily attributable to higher revenues from sales of copper and molybdenum.
Bonuses for the end of collective bargaining and other employee benefits decreased to U.S.$4.0 million for the nine months ended September 30, 2025, from U.S.$229.9 million for the nine months ended September 30, 2024.
This decline reflects the conclusion of the 2023-2025 collective bargaining cycle, during which 25 agreements were signed in 2024. As of the date hereof, only one agreement (with the Gabriela Mistral Division) had been finalized.
Finance costs. Finance costs increased to U.S.$698.4 million in the first nine months of 2025, compared to
U.S.$686.0 million for the same period in 2024. This slight increase was primarily attributable to higher average debt amount in 2025 than in 2024 mainly related to the issuance of bonds in January and September 2025. The average interest rate was 4.8% as of September 30, 2025, compared to 4.8% as of September 30, 2024. As of September 30, 2025, 87.2% of our debt had a fixed rate and 12.8% had a floating rate.
Share of profit(loss) of associates and joint ventures accounted for using equity method. CODELCO”s net equity participation in related companies increased to a net profit of U.S.$84.7 million in the first nine months of 2025, compared to a net profit of U.S.$84.4 million for the same period in 2024, primarily due to an improved accrued result from Minera Purén S.A., partially offset by a lower accrued result from the participation in Anglo American Sur and a loss recorded by Nuevo Cobre S.A.
Foreign exchange differences. According to Decree Law No. 1,350, CODELCO maintains its accounting records in U.S. dollars, recording transactions in currencies other than U.S. dollars at the exchange rate current at the date of each transaction and, subsequently, for monetary assets and liabilities denominated in currencies other than the U.S. dollar, at the closing exchange rate determined by the Central Bank of Chile. CODELCO experienced a loss from foreign exchange differences of U.S.$140.3 million in the first nine months of 2025, compared to a gain from foreign exchange differences of U.S.$69.1 million in the same period of 2024. The loss recorded in the first nine months of 2025 is primarily attributable to the appreciation of the Chilean peso agarnst the U.S. dollar during the nine-month period ended September 30, 2025 as compared to December 31, 2024.
Profit (loss) before income tax. Profit before income tax was U.S.$606.9 million during the first nine months of 2025, compared to U.S.$612.2 million for the same period in 2024. This decline was primarily attributed to foreign exchange losses recognized in income, due to the appreciation of the Chilean peso between December 31, 2024 and September 30, 2025.
Income tax expense. During the first nine months of 2025, CODELCO had a statutory tax rate of 65.0% in accordance with applicable regulations, comprised of (1) a corporate income tax rate of 25.0% and (11) a 40.0% tax on net earnings applicable to state-owned enterprises as specified by Decree Law 2,398, Art. 2. During the first nine months of 2025, CODELCO was subject to the same statutory tax rate 0£ 65.0%. CODELCO is subject to the mining
65 royalty tax under Law No. 21,591, which generally comprises an Ad Valorem component which applies a tax rate of 1% on annual copper sales, and a mining margin component which applies a progressive tax rate (1.e., 8%-26%) on the adjusted taxable mining operating margin within a range of 20% to 80%. In addition, a maximum potential tax burden of 46.5% is established on the mining entity?s operating profitability, measured as the adjusted pre- taxable mining operating income. CODELCOS*s statutory rate of the mining tax for 2022, 2023 and 2024 was 5.0%,
5.0% and 8.0%, respectively. CODELCOs taxes on income amounted to an expense of U.S.$449.9 million during the first nine months of 2025, compared to an expense of U.S.$384.8 million in the same period in 2024. This Increase in expense from taxes on income was primarily due to higher deferred tax effect and current tax expense.
Profit for the period. As a result of the factors described above, CODELCOs profit after tax was
U.S.$157.1 million during the first nine months of 2025, compared to a profit after tax of U.S.$227.4 million for the same period in 2024.
Results of Operations for the Three Years Ended December 31, 2024
The following table sets forth CODELCOs summarized results of operations for the years ended December 31, 2022, 2023 and 2024:
Year ended December 31, % Change 2022 2023 2024 20232022 20242023 (in millions of U.S.$)
REVONUE cooocccnnnonnnonnnonoonnnonnnon non nan rra 17,018 16,393 16,993 (3.7) 3.7 Cost of Sales……….ooocccccccnnccnccnnnnnnnnnnnnnnnnss (12,285) (13,273) (12,906) 8.1 (2.8) GTOSS PTOÍ] …..occcccnnnnnooooonnnnnnnnncccnnnnannno nos 4,734 3,120 4,088 (34.1) 31.0 Other income, by functi0n…………………… 65 93 81 43.1 (13.3) Administrative expenses …ooooooocncccnncnnnnnoss (502) (544) (511) 8.4 (6.1) Other expenses ….coococccccccnnnnnnnnnnnnonnnonnnonoss (2,103) (2,062) (2,519) (198.1) 22.1 Finance COSÉS …occccccnnnnnnnnnnnonocccnoncnnnnnnnnnnnns (569) (778) (910) 36.9 16.9 Share of profit (loss) of associates and joint ventures accounted for under the equity Method …oooonnoocooocnccnccnncncnnnnnnnnnss 52 (658) 65 (1365.4) (109.9) Foreign exchange differenceS…ooooonnnninnn… (238) (45) 361 (81.1) (902.9) Profit (loss) for the period before tax ……. 1,495 (757) 790 (150.6) (204.4) Income tax expenSe…oooooooooooccccncnnnnnnnnnnnnns (1,134) 165 (546) (114.6) (428.8) Profit (loss) for the periOd….oooonnnnnnnnnooooo o. 362 (591) 245 (263.3) (141.4) Profit (loss) attributable to owners of PATO coooooooooocnnnnnnnnnnnnnnnnnnnnnnnnnnnonnnnnnonnnnnnss 346 (375) 240 (208.4) (164.0) Profit (loss) attributable to non-controlling interests …………..oo……….. 16 (216) 5 (1,450.0) (102.0)
Revenue. The following table sets forth CODELCO’s revenues for the years ended December 31, 2022, 2023 and 2024:
Year ended December 31, % Change 2022 2023 2024 20232022 20242023 (in millions of U.S.$)
Revenue cocccccoooooonnnonononnnnnncononononnnnnnncnnnnnnss 17,018 16,393 16,993 -3.7% 3.7% Sales of CODELCOs own copper…….. 13,853 13,149 14,249 -5.1% 8.4% Sales of third-party COpper ……………….. 1,640 1,673 1,407 2.0% (15.9% Sales of byproducts and other……………. 1,526 1,571 1,337 2.9% (14.9%
In 2024, revenues increased by 3.7% to U.S.$17.0 billion, compared to U.S.$16.4 billion in 2023. This increase was primarily attributable to higher average realized copper prices and higher own copper sales volume, partially offset by lower molybdenum sales volumes. In 2023, revenue decreased by 3.7% to U.S.$16.4 billion,
66 compared to U.S.$17.0 billion in 2022. This decrease was primarily attributable to a lower sales volume in 2023 compared to 2022.
In 2024, our own copper sales increased by 8.4% mainly due to higher sale volume due to higher production and a higher realized copper price. In 2023, our own copper sales decreased by 5.1% mainly due to lower sale volume resulting from lower production levels than 2022.
Third-party copper sales totaled U.S.$1.4 billion in 2024 compared to U.S.$1.7 billion in 2023, attributable to lower volume. In 2022, third-party copper sales totaled U.S.$1.6 billion, which was lower than 2023 as a result of lower average price of copper and sales volume in 2022.
In general, changes in the volume of third-party copper sales are dependent upon CODELCOs need to meet requirements under sales contracts and, to a lesser extent, purchasing copper under spot market terms 1f CODELCOs own production is insufficient to cover the quantities that 1t has agreed to supply 1ts customers.
Sales of byproducts and other decreased 14.9% to U.S.$1.3 billion in 2024, compared to U.S.$1.6 billion in 2023. This decrease was primarily due to the 13.8% decrease in molybdenum prices and the decrease in molybdenum sale volume and other byproducts income. In 2023, these sales increased by 2.4% to U.S.$1.6 billion, compared to U.S.$1.5 billion in 2022. This increase was primarily due to an increase in molybdenum prices by
33.5% in 2023.
Cost of sales. CODELCOSs cost of sales in any period includes both the mining and production costs of 1ts own copper and byproducts and the purchase costs of copper, as well as gold, silver and other byproducts, at market prices from third parties and processed and sold by CODELCO in that period. The following table sets forth CODELCOSs total cost of sales for the years ended December 31, 2022, 2023 and 2024:
Year ended December 31, % Change 2022 2023 2024 20232022 20242023 (in millions of U.S.$)
Cost of SalesS…….cccccnnnnnnccccnnononocccnnononinicinnnons 12,285 13,273 12,906 (8.0% (2.8)% Cost of CODELCO”s own copper ……….. 9,932 10,835 10,826 (9.1)% (0.1)% Cost of third-party sales ……….cconnoon……. 1,647 1,658 1,350 (0.73% (18.61% Cost of byproducts and other………………. 706 780 730 (10.43% (6.4)%
CODELCO'”s total cost of sales decreased by 2.8% to U.S.$12.9 billion (75.9% of revenue) in 2024, compared to U.S.$13.3 billion (81.0% of revenue) in 2023, and compared to U.S.$12.3 billion (72.3% of revenue) in 2022, primarily due to lower input prices and higher production.
Some of the minerals that CODELCO sells are purchased at market prices, and CODELCO also purchases mineral ore from third parties at market prices which 1t processes and sells as copper.
CODELCOS*s cost of sales of 1ts own copper decreased 0.1% to U.S.$10.8 billion in 2024 in line with the
U.S.$10.8 billion in 2023 and compared to U.S.$9.9 billion in 2022. This increase was primarily attributable to lower sales volume and higher operational costs.
In 2024, the cost of copper purchased from third parties decreased by 18.6% to U.S.$1.4 billion compared to U.S.$1.7 billion in 2023, due to lower volume. In 2023, the cost of copper purchased from third parties increased by 0.7% to U.S.$1.7 billion compared to U.S.$1.6 billion in 2022, due to a higher average copper price.
In 2024, cost of byproducts and other decreased 6.4% to U.S.$730.0 million primarily due to a decrease in volume sale of molybdenum. In 2023, cost of byproducts and other increased 10.4% to U.S.$780.0 million compared to U.S.5706.0 million in 2022, due to an increase in sales volume of gold and silver, mainly due to an increase in production at El Teniente and Ministro Hales of these byproducts.
67 In 2024, depreciation and amortization expenses decreased by 1.1% to U.S.$2.27 billion compared to
U.S.$2.27 billion in 2023 and U.S.$2.29 billion in 2022.
Gross profit. In 2024, gross profit amounted to U.S.$4.1 billion, reflecting a 31.0% increase compared to the same period 2023, mainly due to higher revenues and lower cost of sales. In 2023, gross profit amounted to
U.S.$3.1 billion, reflecting a 34.1% decrease compared to gross profit in 2022 primarily attributable to lower revenues due to lower production. In 2022, gross profit amounted to U.S.$4.7 billion.
Other income, by function. In 2024 other income, by function decreased by 13.3% to U.S.$80.7 million compared to U.S.$93.0 million in 2023, primarily due to miscellaneous net sales, which mainly include revenues and costs related to energy, medical services, and scrap. Other income, by function increased by 43.7% to U.S.$93.0 million in 2023 compared to U.S.$64.7 million in 2022 primarily due to the income related to insurance compensation for accidents. See note 24a to the Consolidated Financial Statements.
Administrative expenses. In 2024, administrative expenses decreased by 6.1% to U.S.$511.2 million (3.0% of revenues) compared to U.S.$544.2 million (3.3% of revenues) in 2023, mainly due to lower sales volume and a decrease in input prices. Administrative expenses increased to U.S.$544.2 million (3.3% of revenues) compared to
U.S.$502.3 million (3.0% of revenues) in 2023 compared to 2022, respectively, due to lower volume sale and higher input prices.
Other expenses. In 2024, other expenses amounted to U.S.$2.5 billion (14.8% of revenues) compared to
U.S.$2.1 billion (12.6% of revenues) in 2023 and compared to U.S.$2.1 billion (12.4% of revenues) in 2022. The increase in 2024 was mainly attributable to an increase in expenses payable under the Copper Reserve Law and the payment of the Ad Valorem royalty. The decrease in 2023 was mainly attributable to a decrease in expenses payable under the Copper Reserve Law, and lower bonuses paid related to collective bargaining processes and mining properties fair value adjustment.
The following table sets forth the principal components of CODELCO’s other expenses for the periods indicated:
Year ended December 31,
2022 2023 2024 (in millions of U.S.$)
Copper Reserve LaW……occcccccccnncoocooccccnnnnnnnnnnnnnnnos (1,273) (1,256) (1,302) Bonus for the end of collective bargaining and Employee BenefltS ….oooonnnnnnnnnnninnnnnnocannnconannanonono no (110) (76) (394) ASSCt IMpalrMentS…..occccccccncnnnnnnnnnnnnnnnnnonnnnnnnnnnnnnss (89) – – Other non-cash charges……….cccccccccocnnnnncnnnnnnnnnnnnss (48) (151) (105) Other EXpenSES …coooococcccnoncnnonnnnnononanonncanoncnncanoncnnins (582) (579) (718)
Total cococonicionocicnononcnnnnononannorinnonorinnnracinnarinns (2,103) (2,062) (2,519)
CODELCO recorded other expenses of U.S.$1.3 billion in each of 2024, 2023 and 2022 pursuant to the Copper Reserve Law, which levies a 10.0% tax on recelvables of the sales proceeds that CODELCO receives and transfers to Chile from the export of copper and related byproducts produced by CODELCO. The decrease of this tax recorded in 2023 compared to 2022 1s primarily attributable to lower volume sold and lower revenues.
Other expenses increased to U.S.5718.0 million in 2024 compared to U.S.$579.0 million in 2023, mainly due to the increase in the payment of the Ad Valorem royalty. Other expenses decreased to U.S.$579.0 million in
2023 compared to U.S.$582.0 million in 2022 mainly due to the decrease in the mining property value adjustment 1n 2023 compared to 2022.
Finance costs. In 2024, finance costs increased 16.9% to U.S.$910.4 million from U.S.$778.9 million in
2023, compared to U.S.$569.0 million in 2022, primarily attributable to higher interest expenses of bonds during 2024 and lower interest expenses of bonds during 2023. CODELCO'”s debt level was U.S.$22.7 billion as of
68 December 31, 2024, compared to U.S.$20.2 billion as of December 31, 2023, and U.S.$17.0 billion as of December
31,2022.
CODELCOS*s average interest rate remained at 4.7% as of December 31, 2024. As of December 31, 2024,
91.2% of our debt had fixed rate and 8.8% a floating rate, as of December 31, 2023, 92.8% of our debt had fixed rate and 7.2% a floating rate and, as of December 31, 2022, 94.2% of our debt had fixed rate and 5.8% a floating rate. See Selected Consolidated Financial Data for information regarding debt during the years ended December 31, 2022, 2023 and 2024.
Share of profit(loss) of associates and joint ventures accounted for using equity method. In 2024, CODELCOSs net equity participation in related companies was a net profit of U.S.$65.4 million, compared to a net loss of U.S.$658.0 million in 2023 and a net profit of U.S.$51.9 million in 2022. The increase in 2024 compared to 2023 was primarily attributable to the absence of the impairment loss on the investment in Anglo American Sur that had impacted 2023. The decrease in 2023 compared to 2022 was primarily attributable to an impairment loss on its investment in Anglo American Sur due to lower-than-expected production and cost performance. See note 10 to the Consolidated Financial Statements.
Foreign exchange differences. In 2024, CODELCO experienced a profit of U.S.$361.0 million, primarily attributable to the depreciation of the Chilean peso against the U.S. dollar during 2024 as compared to 2023. In 2023, CODELCO experienced a loss from foreign exchange differences of U.S.$45.0 million in 2023 compared to 2022, primarily attributable to the appreciation of the Chilean peso against the U.S. dollar during 2023 as compared to
2022. In 2022, foreign exchange differences experienced a loss of U.S.$237.7 million compared to a gain from foreign exchange differences of U.S.$313.7 million in 2021, primarily attributable to the depreciation of the Chilean peso against the U.S. dollar during 2022 as compared to 2021.
Profit (loss) before tax. In 2024, profit before tax reached U.S.$790.5 million, compared to a loss of
U.S.$757.0 million in 2023. This increase was primarily attributable to higher copper price despite lower sales volume in 2024. In 2023, loss before tax reached U.S.$5757.0 million compared to U.S.$1.5 billion in 2022, primarily due to lower sales volume.
Income tax expense. In 2024, CODELCO had a statutory tax rate of 65.0% in accordance with applicable regulations, comprised of (1) a corporate income tax rate of 25.0% (a 17.0% historic corporate tax rate applied to income earned in and prior to 2011 but changed by means of the 2014 tax reform) and (11) a 40.0% tax on net earnings applicable to state-owned enterprises as specified by Decree Law 2,398, Art. 2. During 2022 and 2021, CODELCO was subject to the same statutory tax rate of 65.0%. Since January 1, 2024, CODELCO is subject to the new mining royalty tax under Law No. 21,591, which generally comprises an Ad Valorem component which applies a tax rate of 1% on annual copper sales, and a mining margin component which applies a progressive tax rate (1.e., 8%-26%) on the adjusted taxable mining operating margin within a range of 20% to 80%. In addition, a maximum potential tax burden of 46.5% is established on the mining entity?s operating profitability, measured as the adjusted pre- taxable mining operating income. CODELCOS”s statutory rate of the mining tax for 2022, 2023 and 2024 was 5.0%,
5.0% and 8.0%, respectively. CODELCOs taxes on income amounted to an expense of U.S.$545.7 million in 2024, compared to an income of U.S.$165.9 million in 2023 and an expense of U.S.$1,134.0 million in 2022, primarily as a result of an increase in CODELCO*”s pre-tax profit in 2024. For more information regarding this payment, see note 5 to the Consolidated Financial Statements and Risk Factors-Risks Relating to CODELCOs Relationship with the Government of Chile-CODELCO is subject to special taxes.
Profit for the period. As a result of the factors described above, CODELCO recorded a profit after tax of
U.S.$244.7 million in 2024, a loss of U.S.$591.0 million in 2023 and a profit of U.S.$362.0 million in 2022.
Liquidity and Capital Resources
CODELCO”s primary sources of liquidity are funds from (1) operations, (11) domestic and international borrowings from banks and (111) debt offerings in the domestic and international capital markets. CODELCO is generally required to transfer 1ts proftt to the Chilean Treasury. The calculation of profit and other comprehensive income includes certain non-cash generating charges or benefits. Significant non-cash generating charges or benefits are deferred tax expensebenefit and amortization and depreciation recorded against other comprehensive income
69 andor profit and loss. For the nine-month period ended September 30, 2025, non-cash charges were U.S.$121.0 thousand in amortization and U.S.$1,714.0 million in depreciation. Non-cash deferred tax charges of U.S.$135.0 thousand in amortization and U.S.$1,653.0 million in depreciation were recorded for the nine-month period ended September 30, 2024. Specifically with respect to deferred taxes, non-cash charges or benefits are generated by recording the fluctuation of the deferred tax assets and liabilities, which may be recorded against other comprehensive income in equity or through profit and loss. Amortization and depreciation are recorded directly in proftt and loss.
In June 2014, the Ministries of Finance and Mining approved the capitalization of U.S.$200.0 million through the retention of CODELCOs 2013 profits. In October 2014, the Chilean Congress enacted a multi-year capitalization law authorizing up to U.S.$3.0 billion in capital injections by the Chilean Treasury over the 2014- 2018 period. Under this law, CODELCO was required to submit annual progress reports on the BDP, including information on financing, execution, structural projects, production, costs and results. On the same date, the President of Chile also announced a commitment to authorize the retention by CODELCO of up to an additional
U.S.$1.0 billion of profit (including the U.S.$200.0 million approved in June 2014) over the same period. In June 2015, the Ministries of Finance and Mining approved the capitalization of U.S.$225.0 million from 2014 profit (charged to 2015 profit), which was not implemented due to operating losses. Pursuant to the multi-year capitalization law, CODELCO received a U.S.$600.0 million capital injection in December 2015. In December 2016, the Ministries of Finance authorized U.S.$975.0 million, including U.S.$500.0 million to finance the investment plan (received that month) and U.S.$475.0 million under Law No. 20,989, which allowed up to
U.S.$950.0 million of additional capitalization for 2016-2017. In April 2017, CODELCO received the U.S.$475.0 million corresponding to 2016.
Law No. 20,989 also extended the U.S.$3.0 billion capitalization commitment for the 2014-2018 period to
2019. While CODELCO did not expect additional capital injections in connection with Law No. 20,989 during 2017, in November 2017, the Government of Chile authorized a capital injection of U.S.$520.0 million (out of the maximum U.S.$3.0 billion for the newly extended 2014-2019 period), which was received in U.S. dollars in December 2017. In June 2018, the Government of Chile announced a final capital injection of U.S.$1.0 billion to complete the multi-year capitalization law approved in October 2014. Moreover, in October 2018, the Government of Chile authorized the disbursement of such amount in two installments completed on December 31, 2018 for
U.S.$600.0 million and on February 28, 2019 for the remaining U.S.$400.0 million.
Since 2014, the Government of Chile has authorized the capitalization of CODELCO through capital injections and retention of profits in an aggregate amount of approximately U.S.$3.3 billion.
Starting in 2022, the Government of Chile has allowed CODELCO to annually reinvest 30.0% of 1ts 2021- 2024 profits. This represented a change in CODELCOs dividend policy, which previously consisted of 100% net- profit distribution policy. This profit-reinvestment plan is expected to strengthen CODELCO”s financial balance sheet and reduce the need for additional financial debt. The 30.0% profit-remvestment plan resulted in an additional
U.S.$583.0 million to CODELCOS*”s financial cash flow in 2022 and additional U.S.$103.7 million to CODELCO”s financial cash flow in 2023. In 2023, CODELCO reported losses amounting to U.S.$591.2 million. As a result, despite the issued decree to retain 30% of profits, no additional funds were available for retention in 2024. In 2025, the Government of Chile authorized a capitalization of U.S.$72.0 million, which will be disbursed against CODELCO”s projected after-tax profit for the year. The amount is calculated over the net profit of the previous year and charged in the current year or the following year until 1t1s completed. A similar exercise 1s expected to be carried out in 2025,
See Risk Factors-Risks Relating to CODELCOs Relationship with the Government of Chile- CODELCO”s funding through retention of profits is restricted and is subject to the approval of the Ministries of Finance and Mining.
Cash flows. In 2024, net cash flows from operating activities increased by 52.4% to U.S.$3.6 billion from
U.S.$2.4 billion in 2023. This increase in net cash flows from operating activities during 2024 was primarily attributable to the increase in cash received from the sales of goods and services due to an increase in prices as well as the decreased use of cash to pay suppliers of goods and services. In 2023, net cash flows from operating activities decreased by 45.0% to U.S.$2.4 billion from U.S.$4.3 billion in 2022. During the first nine months of 2025, net cash
70 flows from operating activities totaled U.S.$3.4 billion, a 4.7% increase compared to U.S.$3.2 billion in the same period of 2024. The increase reflects higher cash inflows from sales of goods and services and increased recovery of export VAT, partially offset by higher payments to suppliers. See note 28 to the Unaudited Interim Consolidated Financial Statements and note 26 to the 2023-2024 and 2023-2024 Consolidated Financial Statements.
Bank debt. CODELCOS*s total financial debt (defined as loans from financial institutions plus bonds issued) as a percentage of its total capitalization was 59.3% as of December 31, 2022, 64.6% as of December 31, 2023,
54.8% as of December 31, 2024, and 68.6% as of September 30, 2025.
In October 2018, CODELCO rolled over a loan with Export Development Canada for U.S.$300.0 million.
The loan matures in 2028 and the terms are described below:
Credit Amount Interest Rate Date Loan Drawn Export Development Canada… U.S.$300.0 million LIBOR plus 121.5 basis points October 2018
As of September 30, 2025, U.S.$300.0 million was outstanding under the loan described above with Export Development Canada.
Between June and December 2019, CODELCO entered into a bilateral credit facility with Export Development Canada. The credit facility included a commitment fee of 50.0 basis points and a maturity in 2029, CODELCO also entered into a seven-year U.S. dollar unsecured bilateral credit facility with the Banco Latinoamericano de Comercio Exterior (Bladex). The terms are described below:
Credit Amount Interest Rate Date Loan Drawn
Export Development Canada…. U€U.S.$300.0 million LIBOR plus 121.5 basis points July 2019
Banco Latinoamericano de Comercio ExterlOT……………… U.S.$75.0 million LIBOR plus 120.0 basis points December 2019
As of September 30, 2025, U.S.$300.0 million was outstanding under the loan described above with Export Development Canada and U.S.$75.0 million was outstanding under the loan described above with Banco Latinoamericano de Comercio Exterior.
In May 2020, CODELCO entered into a bilateral credit facility with Export Development Canada. The credit facility included a commitment fee of 32.0 basis points and matures in 2027, The terms are described below:
Credit Amount Interest Rate Date Loan Drawn Export Development Canada…. U€U.S.$300.0 million LIBOR plus 115.0 basis points May 2020
As of September 30, 2025, U.S.$300.0 million was outstanding under the loan described above with Export Development Canada.
In January 2023, CODELCO entered into a bilateral credit facility with Export Development Canada. The credit facility included a commitment fee of 165.0 basis points and matures in 2033.
Date Loan Credit Amount Interest Rate Drawn Export Development Canada………. U.S.$500.0 million SOFR plus 165.0 basis points March 2023
As of September 30, 2025, U.S.$500.0 million was outstanding under the loan described above with Export Development Canada.
71 In August 2023, CODELCO entered into two up to three-months advances on export exchange contracts (ACC). These facilities were fully prepaid in September 2023.
Date Loan Credit Amount Interest Rate Drawn Banco Santander-Chile ………………… U.S.$130.0 million SOFR plus 37.0 basis points August 2023 Banco de Chilé…..oooooccnnnnnnnnnnnnnnncnnnn.. U.S.5200.0 million 5.740% August 2023
In June 2024, CODELCO entered into a bilateral credit facility with Credit Agricole Corporate Investment Banking with MIGA guarantee. The credit facility included a commitment fee of 76.0 basis points and matures in
2039.
Date Loan Credit Amount Interest Rate Drawn Credit Agricole ClB..ooooononnnono.. coo… U.S.$531.7 million SOFR plus 76.0 basis points September 2024
In July 2024, CODELCO entered into a one-year advance on export exchange contract (ACC) with Banco de Crédito e Inversiones (BCTP). The loan matures in July 2025 and the terms are described below:
Credit Amount Interest Rate Date Loan Drawn Banco de Chile…………..oooccccccnnnnnnnnns. U.S.$100.0 million 5.630% July 2024
In December 2024, CODELCO entered into five three-month advances on export exchange contracts (ACCs). These facilities, except for the facility with BCI, were fully prepaid in January 2025.
Credit Amount Interest Rate Date Loan Drawn JO U.S.$130.0 million 4.750% December 2024 Banco de Chile………occcononnccnnccccnnnccccnoniccnnnnns U.S.$100.0 million 5.000% December 2024 Scotiabank Chile……….occooonncncnnnccnnnncccnnncccnnns U.S.$100.0 million 4.990% December 2024 Banco Santander-Chil8 …..ooooonncccnnccccnnncccnnnn.. U.S.$50.0 million 5.240% December 2024 Banco Itaú Chile ……….ooonccccnnnccnnnncccnnnnccnnnnns. U.S.$20.0 million 5.230% December 2024
In March 2025, CODELCO entered into a financing agreement with the Japan Bank for International Cooperation (JBIC) for U.S.$466.0 million. The funds have since been fully drawn. This credit line includes an additional commercial tranche for U.S.$200.0 million to be disbursed by Bank of America N.A.
Availability Credit Amount Interest Rate Period Japan Bank for International COOPEratlON…coooooooononcconcccnonononnnnnnnnnnonos U.S.$466.0 million SOFR plus 110.0 basis points 36 months
In March 2025, CODELCO signed a financing agreement with Banco Santander S.A. for U.S.$500 million, backed by the Italian Export Credit Agency (SACE). The funds have since been fully drawn.
Date Loan Credit Amount Interest Rate Drawn Banco Santander, S.A. onnnninccnnnnnnnnnnnnnnnnos U.S.$500.0 million SOFR plus 104.0 basis points July 2025
72 In May 2025, CODELCO signed a financing agreement with Bank of America for U.S.$200 million, corresponding to the commercial tranche of the JBIC credit facility. The funds have since been fully drawn.
Availability Credit Amount Interest Rate Period Bank of America N.Á. .ocoooooooonooooaccccccnnoss U.S.$200.0 million SOFR plus 120.0 basis points 6 months
In June 2025, CODELCO entered into a six-month advance on export exchange contract (ACC) with BCI.
The loan matures in December 2025 and the terms are described below:
Credit Amount Interest Rate Date Loan Drawn BC oooococnnocnncnncnncnncnnonnnononnnonnonnon non nncnnnnncnnoos U.S.$50.0 4.696% June 2025 million
In December 2025, CODELCO entered into a U.S.$600.0 million credit facility with HSBC and Banco Santander, S.A., backed by MIGA. The credit facility has a nine-month availably period, a commitment fee of 15 basis points and matures in 2040. As of the date of this offering memorandum, no amounts have been drawn under the facility.
Availability Credit Amount Interest Rate Period ¡DI U.S.$300 SOFR plus 60.0 basis 9 months million points.
Banco Santander, S.A. cooooooonooocoocccoccccnonononoss U.S.$300 SOFR plus 60.0 basis 9 months million points.
Other Debt.
On January 26, 2024, CODELCO issued notes in an aggregate principal amount of U.S.$2.0 billion, consisting of a U.S.$1.5 billion international debt offering of 6.440% notes due 2036 and a U.S.$500.0 million international debt offering of 6.300% notes due 2053. The notes due 2053 form part of the same series of CODELCOS'”s outstanding U.S.5700.0 million 6.300% notes due 2053 issued on September 5, 2023, resulting in a total aggregate principal amount outstanding of U.S.$1.2 billion in this series.
On January 13, 2025, CODELCO issued notes in an aggregate principal amount of U.S.$1.5 billion, consisting of a U.S.5750.0 million international debt offering of 6.330% notes due 2035 and a U.S.$750.0 million international debt offering of 6.780% notes due 2055.
On September 29, 2025, CODELCO issued additional notes in an aggregate principal amount of U.S.$1.4 billion, consisting of a U.S.$700.0 million international offering of 6.330% notes due 2035 and a U.S.$700.0 million international offering of 6.780% notes due 2055. These notes were issued as a reopening of CODELCO’s existing
6.330% notes due 2035 and 6.780% notes due 2055 originally issued on January 13, 2025, increasing the total aggregate principal amount outstanding to U.S.$1,450.0 million in each series. The following table shows amounts due by CODELCO under notes issued in both international and local markets as of September 30, 2025:
Outstanding Principal Amount and Accrued Interest
Type of Principal as Of September 30, Issuance Maturity Amount 2025 Interest Rate Local August 24, 2026 10 million UF U.S.$413 million 2.50%
73 International August 1, 2027 U.S.$1.50 billion U.S.$1.263 billion 3.63%
International August 23, 2029 U.S.$130.0 U.S.$130.0 million 2.81% million
International September 30, 2029 U.S.$1.10 billion U.S.$1.094 billion 3.00%
International January 14, 2030 U.S.$1.00 billion U.S.$1.00 billion 3.15%
International January 15, 2031 U.S.$800.0 U.S.$805.0 million 3.75% million
International January 8, 2034 U.S.$1.30 billion U.S.$1.306 billion 5.95%
International November 7, 2034 HKD500.0 U.S.$66.0 million 2.84% million
International February 2, 2033 U.S.$900.0 U.S.$900.0 million 5.13% million
International September 21, 2035 U.S.$500.0 U.S.$495.0 million 5.63% million
International January 13, 2035 U.S.$750.0 U.S.$753.0 million 6.33% million
International October 24, 2036 U.S.$500.0 U.S.$511.0 million 6.15% million
International January 26, 2036 U.S.$1.50 billion U.S.$1.50 billion 6.44%
International July 22, 2039 AUD70.0 million U.S.$46.0 million 3.58%
International July 17, 2042 U.S.$750.0 U.S.$743.0 million 4.25% million
International October 18, 2043 U.S.$950.0 U.S.$960.0 million 5.63% million
International November 4, 2044 U.S.$980.0 U.S.$983.0 million 4.88% million
International August 1, 2047 U.S.$1.25 billion U.S.$1.220 billion 4.50%
International May 18, 2048 U.S.$600.0 U.S.$606.0 million 4.85% million
International February 5, 2049 U.S.$1.30 billion U.S.$1.203 billion 4.38%
International January 30, 2050 U.S.$2.68 billion U.S.$2.603 billion 3.70%
International January 15, 2051 U.S.$500.0 U.S.$454.0 million 3.15% million
International September 8,2053 – U.S.$1.20 billion U.S.$1.163 billion 6.30%
International January 13, 2055 U.S.$750.0 U.S.$753.0 million 6.78% million
The following table sets forth the scheduled maturities of CODELCOs bank and unsecured note obligations as of September 30, 2025:
Bank and Unsecured Note Obligations Outstanding (in millions of U.S.$)
2-3 Average Less 1-2 years years 3-5 More Amnual than 1 (2026- (2027- years(20 than Interest Total year 2027) 2028) 28-2030) 5 years Rate Loans from financial 303 SOFR INStItUtlONS ….cccnoncccn.. 3,577 477 378 500 1,919 +125% Bonds issued….oo……….. 20,977 619 1,677 – 2,226 16,455 4.74% Total oononnnnnnnnnnnonnnnnn…. 24,554 1,096 2,055 303 2,726 18,374
74 In addition to the obligations set forth in the table above, CODELCO was a party to certain commitments primarily to secure the payment of (1) deferred customs duties and (11) staff severance indemnities payable upon the retirement of individual employees, amounting to U.S.$24.0 million and U.S.$570.9 million, respectively, as of December 31, 2024 and to U.S.$32.8 million and U.S.$597.8 million, respectively, as of September 30, 2025. See notes 14 and 19 to the Consolidated Financial Statements and to the Unaudited Interim Consolidated Financial Statements. In addition, as of September 30, 2025, CODELCO believes that 1ts net deferred taxes will reverse as follows: deferred tax benefit in the amount of U.S.$83 million in 2025 and U.S.$10.74 billion after 2030. Deferred tax expense in the amount of U.S.$178 million in 2026, U.S.$340 million in 2027, U.S.$5495 million in 2028,
U.S.$556 million in 2029 and U.S.$393 million in 2030. CODELCO currently has no hedges related to 1ts production of copper. See Business and Properties-Marketing-Pricing and Hedging and Risk Factors-Risks Relating to CODELCO”s Operations-CODELCO engages in hedging activity from time to time, particularly with respect to 1ts copper production, which may not be successful and may result in losses to CODELCO.
e Capital Expenditure Program. We seek to maintain and improve our competitive position in the industry through our three-year capital expenditure program. CODELCO expects to make capital expenditures of approximately U.S.$17.2 billion between 2025 and 2027 (current project portfolio and mine development) in addition to U.S.$279 million in its subsidiaries. We expect these expenditures to be funded with a combination of internal and external resources. For a complete list of planned capital expenditures, see Business and Properties-Copper Production-Operations. CODELCOs expansion and development of major projects between 2024 and 2026 are expected to include: o The Chuquicamata Underground Project, the gradual transformation of the Chuquicamata mine from an open pit mine to an underground operation. This project considers the exploitation of the mine in three levels. The first level started production in 2019 and comprised an initial investment of approximately
U.S.$5.96 billion, and considers additional investments in infrastructure and mine development. The second and third levels are still in early engineering stages.
Within 2025-2027, CODELCO expects an investment of U.S.$585.0 million on the continuity infrastructure of the first level (Phase I Project – construction progress of 85%) and expects to spend
U.S.$329.0 million in a first level expansion project (First Level Continuity Project), enabling the continuous growth of the current production level. Early studies for the exploitation of the second level are ongolng. The third level 1s still in the early engineering states.
o The reallocation of a part of the Andina concentrator plant, which involves maintaining the treatment capacity of the plant using two production lines has been completed.
o The development of a new production level in the existing El Teniente underground mine (an approximate investment of U.S.$2.20 billion between 2025 and 2027) to maintain El Tenientes annual copper production at 1ts current level. The new mining level has been divided into three separate projects:
(1) Andes Norte, (11) Andesita, and (111) Diamante. As of September 30, 2025, progress made on the structural projects was as follows: the Andes Norte project reached 80% completion, while the Diamante project reached 49% completion. At the end of September 2025, both projects obtained clearance from SERNAGEOMIN and the Labor Directorate, enabling the incorporation of key personnel and the implementation of a progressive return plan. Simultaneously, the Andesita project shall continue under review following the incident that occurred on July 31, 2025.
The development of the Inca Pit project is designed to extend the production of the Salvador Division and is currently in ramp up. It requires an approximate investment of U.S.$0.49 billion between 2025 and 2027 to finish remaining infrastructure. As of September 30, 2025, after the construction of the concentrator plant was finalized, the project reached a 93% overall completion status.
o Radomiro Tomic expects the completion of the feasibility stage during 2026 of 1ts new sulfide operation, concentrator plant and the continuity of leaching operations (an approximate investment of U.S.$216.0 million between 2025 and 2027).
75 CODELCO has already begun investing in the aforementioned projects. In 2024, CODELCO invested
U.S.$3.2 billion mainly in expansion and development projects, including the new El Teniente mine level, the Chuquicamata underground mine expansion and the execution of the Inca Pit project. CODELCO invested U.S.$2.7 billion and U.S.$2.3 billion in 2023 and 2022, respectively. During the same timeframe, CODELCO invested U.S.$3.7 billion in mine development. For an additional description of CODELCOs principal planned capital expenditures, see Business and Properties-Copper Production-Operations.
CODELCO expects that 1t will have sufficient resources from operations, including cash flows, capitalization and retention of profits, in addition to new borrowings from banks and the capital markets to fund its anticipated capital expenditures and investments.
As described under Regulatory Framework– Overview of the Regulatory Regime below, the Ministries of Finance and Mining are required to determine, by means of a joint decree, the amount, 1f any, that the Company shall allocate to the creation of capitalization and reserve funds. In June 2014, the Ministries of Finance and Mining approved the capitalization of U.S.$200.0 million through a retention of profits from 2013 profits. In October 2014, the multi-year capitalization law approved by the Chilean Congress was promulgated and became effective following its publication in the Official Gazette on October 30, 2014. This law allocates a maximum of U.S.$3.0 billion to CODELCO in the form of a capital injection by the Chilean Treasury over the period from 2014 to 2018.
Pursuant to this law, CODELCO must present a yearly progress report on the BDP for the 2014-2018 period to the Ministries of Finance and Mining and to the Finance Committee of both the Upper House and the Lower House of Congress by March 30 of each year. The BDP report details the progress of CODELCOs investments, including information regarding their financing and execution, covering each of the structural projects and their corresponding investments. The BDP report also discusses CODELCOs progress with respect to production, costs and results. On the same date that the multi-year capitalization law was promulgated, the President of Chile announced a commitment to authorize the retention by CODELCO of up to an additional U.S.$1.0 billion of profit (which includes the U.S.$200.0 million that had been authorized in June 2014) over the 2014-2018 period.
In June 2015, the Ministries of Finance and Mining approved the capitalization of U.S.$225.0 million from 2014 profit (charged to 2015 prof1t), which was not implemented due to operating losses. Pursuant to the mult1-year capitalization law, CODELCO received U.S.$600.0 million in December 2015. In December 2016, the Ministries authorized U.S.$975.0 million, including U.S.$500.0 million to finance the investment plan, which was received in December 2016, and U.S.$475.0 million under Law No. 20,989, which allowed up to U.S.$950.0 million of additional capitalization for 2016-2017; the U.S.$475.0 million corresponding to 2016 was received in April 2017.
Law No. 20,989 also extended the U.S.$3.0 billion capitalization program (2014-2018) through 2019. Under this extension, CODELCO received U.S.$520.0 million in December 2017 and a final U.S.$1.0 billion authorized in October 2018, disbursed in two installments: U.S.$600.0 million on December 31, 2018 and U.S.$400.0 million on February 28, 2019.
See Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources and Risk Factors-Risks Relating to CODELCOs Relationship with the Government of Chile-CODELCO*”s funding through retention of profits is restricted and is subject to the approval of the Ministries of Finance and Mining.
Since 2014, the Government of Chile has authorized the capitalization and retention of U.S.$2.5 billion within CODELCO, U.S.$225.0 million of which has not been implemented.
Since 2022, the Government of Chile has allowed CODELCO to annually reinvest 30.0% of 1ts 2021-2024 profits. This represents a change in CODELCO”s dividend policy, which previously consisted of 100% net-profit distribution policy. This profit-reinvestment plan 1s expected to strengthen CODELCO”s financial balance sheet and reduce the need for additional financial debt. In 2021, net income attributable to 1ts owners amounted to U.S.$1.9 billion and amounted to U.S.$345.6 million in 2022. Therefore, the 30.0% profit-reinvestment plan would contribute an additional U.S.$583.0 million to CODELCO*s financial cash flow in 2022 and U.S.$103.7 million in 2023. In 2023, CODELCO reported losses amounting to U.S.$591.2 million. As a result, despite the issued decree to retain 30% of profits, no additional funds were available for retention in 2024. Additionally, we have been authorized a capitalization of U.S.$72.0 million for the year 2025, which will be disbursed against the projected after-tax profit for that year. Cash flows from operating activities may be affected by a variety of factors, including copper price
76 levels. In the event that CODELCO is unable to sell assets or obtain external financing with respect to such capital Investments, 1t may be required to further curtail such expenditures.
Environmental. An important part of CODELCO”s investment policy 1s 1ts pollution abatement plan, which includes several environmental projects undertaken to comply with Chilean law and to achieve its own environmental performance goals. See Regulatory Framework–Environmental Regulations.
From 2012 to 2024, CODELCO invested U.S.$6.38 billion in environmental projects, including the expansion of the Talabre, Ovejería and Pampa Austral Tailings dams in the Chuquicamata, Andina and Salvador Divisions and various projects in the Potrerillos smelter in order to comply with the new regulation regarding atmospheric emissions. Additionally, as part of its pollution abatement efforts, CODELCO continues to implement water recovery systems, the costs of which are also budgeted in CODELCOS”s pollution abatement plan, to conserve resources and minimize pollution of natural water sources. The following table sets forth CODELCOs principal environmental investments in the years 2022-2024:
Environmental Investments (in millions of U.S.$) 2022 2023 2024 Total Total ooocononocococinocnononoconocnoncononononn nono nonn con nn nncnnno mann an non nr ann narran 233.5 397.1 383.0 1,013.6
Distributions to the Chilean Treasury. As a state-owned enterprise and according to 1ts governing law, CODELCOS*s profit 1s due to be transferred to the Chilean Treasury. Before June 30 of each year, the Ministries of Finance and Mining determine, by means of a joint decree, the amount, 1f any, that the Company must allocate to the creation of capitalization and reserve funds. Amounts not allocated to the creation of capitalization and reserve funds are distributed to the Chilean Treasury.
In 2024, CODELCO contributed U.S.$1,534.0 million to the Chilean Treasury; in 2023 CODELCO contributed U.S.$1,418.0 million to the Chilean Treasury; and in 2022, CODELCO contributed U.S.$2,296.0 million to the Chilean Treasury. While CODELCO makes advance payments to the Chilean Treasury throughout the year, funded by cash flows from operating activities, 1t generally has contributions payable to the Chilean Treasury at the end of each year. These distributions are paid in the first six-month period of the subsequent year but are reflected in the prior years financial statements.
The following table sets forth amounts paid in taxes (which due to the timing of payments may be different from tax amounts accrued) and payments and profit distributions made by CODELCO to the Chilean Treasury for each of the three years ended December 31, 2024 and for the nine-month period ended September 30, 2025.
Contributions to the Chilean Treasury (in millions of U.S.$)
Nine-month period
Year Ended December 31, ended September 30,
2022 2023 2024 2025 Income tax payMen$S c..oooooooocccccnnnnnnnoncnnnnnncnnnnnnnos 742 144 124 168 Copper Reserve LaW……oooooooooconoonccccnnncnnnnnnnononnnos 1,295 1,274 1,412 88] Subtotal ………..ooooocccccnncnocccccnnonnnocononnnonaninononos 2,037 1,418 1,536 1,049 DIVIAeNÁS ..oooocccnnnnnnncccnnnnnnnnccnnnnnonnnoconnncnnnccnnnnnnnos 260 – – 200 Dotal…oooonoonnconnnonnnonnconaninaninani conc c ino nano nanannon 2,297 1,418 1,536 1,249
Production Hedging. CODELCO has hedged certain future copper delivery commitments and production in order to manage the risks associated with copper price volatility in the past. CODELCO currently does not have any hedged production commitments and therefore there 1s no relevant impact from hedging. See note 26 to the
2022-2023 Consolidated Financial Statements, note 28 to the 2023-2024 Consolidated Financial Statements and
1, note 28 to the Unaudited Interim Consolidated Financial Statements. In 2024, CODELCO’s production hedging activities had no negative impact on pre-tax income.
CODELCOS*Ss future production hedging activities could cause 1t to lose some of the benefit of an increase In Copper prices 1f copper prices increase over the level of CODELCO”s hedge position, as occurred in 2012. The cash flows from the mark-to-market values of CODELCOs production hedges can be affected by factors such as the market price of copper, copper price volatility and interest rates, which are not under CODELCOs control.
CODELCO”s production hedging agreements contain events of default and termination events that could lead to early close-outs of CODELCOs hedges. These include failure to pay, breach of the agreement, misrepresentation, default under CODELCOs loans or other hedging agreements and bankruptcy. In the event of an early termination of CODELCOs hedging agreements, the cash flows from the affected hedge instruments would cease and CODELCO and the relevant hedge counterparty would settle all of CODELCOs obligations at that time.
In that event, there could be a lump sum payment to be made either to or by CODELCO. The magnitude and direction of such a payment would depend upon, among other things, the characteristics of the particular hedge instruments that were terminated and the market price of copper and copper price volatility and interest rates at the time of termination.
See Business and Properties-Marketing-Pricing and Hedging, Risk Factors-Risks Relating to CODELCO”s Operations-CODELCO engages in hedging activity from time to time, particularly with respect to 1ts copper production, which may not be successful and may result in losses to CODELCO, note 30 to the Consolidated Financial Statements and note 30 the Unaudited Interim Consolidated Financial Statements for further information on CODELCOs hedglng activity.
Exchange Rates and Interest Rates. CODELCOs main currency exposure is between the Chilean peso and the U.S. dollar due to the fact that a significant portion of CODELCOs operating costs are denominated in Chilean pesos and paid pursuant to contracts providing for indexation to Chilean inflation, and approximately 100% of revenue is denominated in U.S. dollars or other foreign currencies. To cover a part of the risks associated with currency exposures and fluctuations in interest rates, CODELCO enters into interest rate futures contracts and foreign exchange forward contracts which reduce exposure to fluctuations in the Chilean peso to U.S. dollar exchange rate.
As of September 30, 2025, CODELCO had swap contracts in place to hedge the risk of future UFU.S.S$, HKDU.S.$ and AUDU.S.S exchange rate fluctuations with respect to a notional amount of U.S.$410.3 million,
U.S.$64.3 million and U.S.$46.3 million, respectively, which were equivalent to, and sufficient to cover, 100% of CODELCOSs foreign currency-denominated bonds outstanding as of September 30, 2025.
As of September 30, 2025, 12.8% of CODELCOs financial debt had a floating interest rate and 87.2% had a fixed rate.
Controls and Procedures
CODELCO maintains a risk management system aligned with international best practices (including ISO 31000, COSO ERM, and others), integrated into 1ts broader framework of internal controls and decision-making processes. This system enables the anticipation and mitigation of events that may affect the Companys performance, continuity, and long-term sustainability. In recent periods, 1ts capabilities have been enhanced to address emerging risks, incorporating horizon scanning and scenario planning to improve anticipation of changes in the external environment. Risk oversight is conducted periodically by senior management, who assess key information from across the business to support timely and responsible decisions, with the understanding that no system can fully eliminate exposure to adverse events.
Critical Accounting Estimates The preparation of the consolidated financial statements in accordance with the IFRS requires the use of certain critical accounting estimates and assumptions that affect the amounts of assets and liabilities recognized as of the date of financial statements and the amounts of income and expenses during the reporting period. It also
78 requires CODELCOs management to exercise its judgment in the process of applying CODELCOs accounting principles. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are below. For a full deseription of CODELCOs accounting policies, see Section II to the Consolidated Financial Statements.
Useful Economic Lives and Residual Values of Property, Plant and Equipment. The useful lives and residual values of property, plant and equipment assets that are used for calculating depreciation are determined based on technical studies prepared by specialists (internal or external). When there are indicators that could lead to changes in the estimated useful lives of such assets, these changes are determined by using technical estimates considering specific factors related to the use of the assets.
Ore Reserves. The measurements of ore reserves are based on estimates of the ore resources that are economically exploitable and reflect the technical considerations of the Company regarding the amount of resources that could be exploited and sold at prices exceeding the total cost associated with extraction and processing.
CODELCO applies its judgment in determining its ore reserves and, as such, possible changes in these estimates could significantly impact the estimates of net revenues over time. For such reason, these changes would lead to modifications in the usage estimates of certain assets and of the amount of certain decommissioning and restoration costs.
CODELCO estimates its reserves and mineral resources based on the information prepared by the Competent Persons of the Company, as defined and regulated by Chilean Law No. 20,235. The estimates are based on the Joint Ore Reserves Committee (JORC) methodology, taking into consideration the historical information of the cost of goods sold and copper prices in the international market.
Impairment of non-financial Assets. CODELCO reviews the carrying amount of its assets to determine whether there 1s any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the assets 1s estimated in order to determine the extent of the impairment loss with regard to the carrying amount. In the evaluation of impairment, the assets are grouped into cash generating units (CGUSs) to which the assets belong. The recoverable amount of these assets or CGUs 1s calculated as the present value of the cash flows expected to be derived from such assets, considering a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset. If the recoverable amount of the assets 1s less than their carrying amount, an impairment loss exists.
CODELCO defines the CGUs and also estimates the timing and cash flows that such CGUs should generate. Subsequent changes in the grouping of the CGU, or changes in the assumptions supporting the estimates of cash flows or the discount rate, could impact the carrying amounts of the corresponding assets.
Estimates of factors influencing the calculation of cash flows, such as the price of copper or treatment charges and refining charges, among others, are determined based on studies conducted by the Company, which are In turn supported by certain standards over time. Any changes to these criteria may impact the recoverable amount of the assets on which 1s performing the impairment tests. CODELCOs evaluations and definition of the CGUs are made at the level of each of 1ts current operating divisions.
CODELCO has assessed and defined the CGUs that are constituted at the level of each of its current operating divisions, with the exception of the Ventanas Division Smelter and Refinery operations, which are analyzed separately.
In assessing impairment in subsidiaries and associates, CODELCO uses the higher of value in use or fair value less costs to determine the recoverable amount. This recoverable amount may consider elements such as Life of Mine (LOM), reserves and mining resources, among others, for mining operation evaluations. In addition, the evaluation may incorporate market variables such as the price of copper and other commodities, cost of production inputs, exchange rates, discount rates and other market information for long-term asset valuation.
Provisions for Decommissioning and Site Restoration Costs. CODELCO is obligated to incur decommissioning and site restoration costs when an environmental disturbance 1s caused by the development or
79 ongolng production of a mining property. Costs are estimated on the basis of a formal closure plan and are reassessed annually or as of the date such obligations become known.
Significant estimates and assumptions are made in determining the provision for decommissioning and site restoration costs, as there are numerous factors that will affect the ultimate liability payable. In order to establish such estimates, CODELCO: (1) creates a defined list of mine sites, installations and other equipment assigned to this process, considered at the engineering level profile; (11) evaluates the assets that will be subject to removal and restoration, welghted by a structure of market prices of goods and services, and reflecting the best knowledge at the time to carry out such activities; and (111) examines the techniques and more efficient construction procedures to date. In addition, CODELCO must make certain assumptions about the exchange rate for tradable goods and services and the discount rate applied to update the relevant cash flows over time, which reflects the time value of money and includes the risks associated with liabilities, which 1s based on the currency in which disbursements will be made.
The provision as of a reporting date represents management’s best estimate of the present value of the future decommissioning and site restoration costs required. Changes to estimated future costs are recognized in the statement of financial position by adjusting the provision for decommissioning and site restoration costs as well as the associated asset measured in accordance with IAS 16, Property, Plant and Equipment. Any reduction in the decommissioning and site restoration liability, and therefore any deduction from the decommissioning and site restoration asset, may not exceed the carrying amount of that asset. If 1t does, any excess over the carrying value is immediately accounted for as proftt or loss.
If the change in estimate results in an increase in the decommissioning and site restoration liability, and therefore an addition to the carrying value of the asset, the entity 1s required to consider whether this 1s an indication of impairment of the asset as a whole and test for impairment in accordance with IAS 36 Impairment of Assets. If the revised asset net of decommissioning and site restoration provisions exceeds the recoverable value, that portion of the increase 1s charged directly to profit or loss statement. Any decommissioning and site restoration costs that arose as a result of the production phase of a mine should be expensed as incurred.
The costs arising from the installation of a plant or other site preparation projects are discounted at net present value, provided for and capitalized at the beginning of each project, as soon as the obligation to incur such costs arises. These decommissioning costs are charged to profit over the life of the mine through depreciation of the asset. The depreciation is included in operating costs, while the unwinding of the discount in the provision 1s included In finance costs.
Accrual for Employee Benefits. Employee benefits costs for severance payments and health benefits for services rendered by the employees are determined based on actuarial calculations using the projected credit unit method and are charged to proftt or loss on an accrual basis.
We use assumptions to determine the best estimate for these benefits. Such estimates, as well as assumptions, are determined together with an external actuary. These assumptions include demographic assumptions, mortality and morbidity, discount rate and expected salary increases and rotation levels, among other factors. Although we believe that the assumptions used are appropriate, a change in these assumptions could affect profit.
Accruals for open invoices. The substantial majority of copper produced by CODELCO is sold under annual contracts. Pricing on such contracts 1s based on prevailing monthly average prices quoted on the LME for a quotation period, generally the month following the scheduled month of shipment. CODELCO uses information on future copper prices, through which 1t recognizes adjustments to its revenues and trade receivables due to 1ts provisional invoice. These adjustments are updated on a monthly basis. At the end of each month, CODELCO estimates and accounts for any change in the provisional sales price using information available at the time financial statements are generated. However, the amount estimated may differ from the amount received at settlement.
Revenue 1s recorded at the time control of the asset 1s transferred to the customer according to the shipment or dispatch of the products, in conformity with the agreed-upon conditions and are subject to variations related to the content andor sales price at their liquidation date. Notwithstanding the foregoing, there are certain contracts under
80 which control of the product is transferred to the client based on recer1pt of the product at the buyers destination point, and for these contracts revenue 1s recorded at the moment of such transfer.
Sales contracts include a provisional price at the shipment date, which final price is generally based on the price recorded in the LME. In the majority of cases, the recognition of sales revenue for copper and other commodities is based on the estimates of the future spread of metal price on the LME andor the spot price at the date of shipment, with a subsequent adjustment made upon final determination and presented as part of Revenue.
The terms of sales contracts with third parties contain provisional pricing arrangements whereby the selling price for metal in concentrate 1s based on prevailing spot prices on a specified future date after shipment to the customer (the quotation period). As such the final price will be fixed on the dates indicated in the contracts. Adjustments to the sales price occurs based on movements in the LME up to the date of final settlement. The period between provisional invoicing and final settlement can be between one and nine months. Changes in fair value over the quotation period and up until final settlement are estimated by reference to forward market prices for the applicable metals.
Sales in the national market are recorded in conformity with the regulations that govern domestic sales as indicated in Articles 7, 8 and 9 of Law No.16,624, modified by Article 15 of Decree Law No.1,349 of 1976, on the determination of the sales price for the internal market.
Additionally, we recognize revenue for providing services, mainly related to the processing of minerals bought from third parties. Revenue 1s recognized when the performance obligation has been satisfied.
See Business and Properties-Marketing-Pricing and Hedging for information regarding hedge accounting.
Fair Value of Derivatives and Other Instruments. Management may use its judgment to choose an adequate and proper valuation method for the instruments that are not quoted in an active market. In the case of derivative financial instruments, assumptions are based on the observable market inputs, adjusted in conformity with the specific features of the instruments.
Lawsuits and Contingencies. We assess the probability of lawsuits and contingency losses on an ongomg basis according to estimates performed by our legal advisors. No provision is recognized for cases in which management and our legal advisors believe that (1) a favorable outcome will be obtained, (11) the probability of a loss is remote or possible, but not probable, or, 1f probable, (111) the amount of the obligation cannot be measured reliably.
Application of IFRS 16: includes the following:
– Estimation of the lease term
– Determine 1f 1t 1s reasonably certain that an extension or termination option will be exercised
– Determination of the appropriate rate to discount lease payments
Revenue recognition: CODELCO determines appropriate revenue recognition for its contracts with customers by analyzing the type, terms and conditions of each contract or agreement with a customer. As part of the analysis, the management must make judgments about whether an agreement or contract 1s legally enforceable, and whether the agreement includes separate performance obligations. In addition, estimates are required to allocate the total price of the transaction to each performance obligation based on the stand-alone selling price of the promised goods or services underlying each performance obligation. (CODELCO applies the constraint on variable consideration as defined in IFRS 15, 1f applicable).
Stripping costs: Costs incurred from removing mine waste materials (overburden) in open pits that are in production and that provide access to mineral deposits are recognized in property, plant, and equipment when the following criteria set out in IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine are met:
– 1tis probable that the future economic benefits associated with the stripping activity will flow to the entity;
81
– 1tis possible to identify the components of an ore body for which access has been improved because of the stripping activity; and
– the costs relating to that stripping activity can be measured reliably.
The stripping costs are amortized based on the units of production extracted from the ore body related to the specific stripping activity which generated this amount.
Although the abovementioned estimates have been made based on the best information available as of the date of issuance of these consolidated financial statements, 1t is possible that new developments could lead the Corporation to modify these estimates in the future. Such modifications, 1f any, would be adjusted prospectively, recognizing the effects of the change in estimate in future consolidated financial statements, as required by IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.
On the other hand, the costs of activities for the removal of sterile material during the production stage, whose benefit is realized in the form of produced inventory, must be recognized in accordance with IAS 2.
82 BUSINESS AND PROPERTIES
CODELCO is the worlds largest copper producer and one of the largest companies in Chile in terms of revenues (U.S.$17.0 billion in 2024). As of December 31, 2024, CODELCO”s total assets were U.S.$49.7 billion and equity amounted to U.S.$11.3 billion. As of September 30, 2025, CODELCOs total assets were U.S.$52.1 billion and equity amounted to U.S.$11.2 billion.
CODELCO engages primarily in the exploration, development and extraction of ores bearing copper and byproducts, the processing of ore into refined copper and the international sale of refined copper and byproducts.
CODELCO is 100% owned by the Chilean state and controls approximately 4.7% of the worlds proved and probable copper reserves, as such terms are defined by the U.S. Geological Survey.
In 2024, CODELCO had an estimated 6.3% share of total world copper production, with production amounting to approximately 1.442 million metric tons, including: (1) CODELCOs share of the El Abra deposit, which 1s mined by Sociedad Contractual Minera El Abra and owned 49.0% by CODELCO and 51.0% by Cyprus El Abra Corporation (a subsidiary of Freeport-McMoRan Inc.); (11) CODELCOs share of Anglo American Sur (of which CODELCO owns a 20.0% indirect share); and (111) CODELCO’s share of Quebrada Blanca (of which CODELCO owns a 10.0% share), and an estimated 6.2% share of the worlds molybdenum production, with production amounting to approximately 16.0 metric tons excluding CODELCOs share of Anglo American Sur.
CODELCOs main commercial product is Grade A cathode copper. In 2024 and for the nine-month period ended September 30, 2025, CODELCO derived 92.4% and 93.1% of its total sales from copper and 7.6% and 6.9% of its total sales from byproducts of its copper production, respectively. The following table sets forth certain production, cost and price information relating to CODELCO for the years ended December 31, 2022, 2023, and 2024 and the nine-month periods ended September 30, 2024 and 2025:
Copper Production, Cash Cost of Production and Price Information (excluding El Abra, Anglo American Sur and Quebrada Blanca) (production in thousands of metric tons and cash costs and prices in cents per pound)
For the nine-month period ended Year ended December 31, September 30, 2022 2023 2024 2024 2025 CODELCOS”s Copper ProductioN………ccccccccncccncnnnnnonos. 1,446 1,424 1,442 918.2 937.1 CODELCO”s Cash Cost of Producti0ON ….ccoocccnccnnncc….. 165.4 203,1 199,1 205.0 214.0 Average LME PTICO(l) oocccccnnnnccnnnnonononinonnnonnnocnnnn corrnnnnnnnnnnnnnnnnonanninacnncnnos 399.0 384.5 414.9 414.2 433.5
(1) Price for Grade A cathode copper.
CODELCOs mission 1s to maximize CODELCOs economic, environmental and social value and its contribution to the Chilean state in a sustainable manner, through its own operations and partnerships in copper, lithium and their by-products: o Capital Expenditure Program. We seek to maintain and improve our competitive position in the industry through our three-year capital expenditure program. CODELCO expects to make capital expenditures of approximately U.S.$17.2 billion between 2025 and 2027 (current project portfolio and mine development) in addition to U.S.$279.0 million in its subsidiaries. We expect these expenditures to be funded with a combination of internal and external resources. For a complete list of planned capital expenditures, see Business and Properties-Copper Production-Operations. CODELCOs expansion and development of major projects between 2025 and 2027 are expected to include: o The Chuquicamata Underground Project, the gradual transformation of the Chuquicamata mine from an open pit mine to an underground operation. This project considers the exploitation of the mine in three levels. The first level started production in 2019 and comprised an initial investment of approximately
83
U.S.$5.96 billion, and considers additional investments in infrastructure and mine development. The second and third levels are still in early engineering stages.
Within 2025-2027, CODELCO expects an investment of U.S.$585.0 million on the continuity infrastructure of the first level (Phase I Project – construction progress of 85%) and expects to spend
U.S.$329.0 million in the first level expansion project (First Level Continuity Project), enabling the continuous growth of the current production level. Early studies for the exploitation of the second level are ongommg. The third level is still in the early engineering stages.
o The reallocation of a part of the Andina concentrator plant, which involves maintaining the treatment capacity of the plant using two production lines has been completed.
o The development of a new production level in the existing El Teniente underground mine (an approximate investment of U.S.$2.20 billion between 2025 and 2027) to maintain El Tenientes annual copper production at 1ts current level. The new mining level has been divided into three separate projects:
(1) Andes Norte, (11) Andesita, and (111) Diamante. As of September 30, 2025, progress made on the structural projects was as follows: the Andes Norte project reached 80% completion, while the Diamante project reached 49% completion. At the end of September 2025, both projects obtained clearance from SERNAGEOMIN and the Labor Directorate, enabling the incorporation of key personnel and the implementation of a progressive return plan. Simultaneously, the Andesita project shall continue under review following the incident that occurred on July 31, 2025.
O The development of the Inca Pit project is designed to extend the production of the Salvador Division and is currently in ramp up. It requires an approximate investment of U.S.$0.49 billion between 2025 and 2027 to finish remaining infrastructure. As of September 30, 2025, after the construction of the concentrator plant was completed, the project reached a 93% overall completion status.
o Radomiro Tomic expects the completion of the feasibility stage during 2026 of 1ts new sulfide operation, concentrator plant and the continuity of leaching operations (an approximate investment of U.S.$216.0 million between 2025 and 2027).
Improvement in operations. A number of improvement initiatives are underway to adopt best industry practices, most notably in the areas of labor productivity, asset utilization rates and process efficiency. Together with its capital expenditure investment program, CODELCO expects these initiatives to enhance 1ts competitive position. CODELCO operates in a cyclical business and its strategy 1s to ensure that 1t 1s able to take full advantage of high copper prices. CODELCO is developing a number of plans to achieve production targets in the coming years.
These plans mainly focus on reducing the risk of disruptions to production and providing increased flexibility to 1ts operations.
Exploration Efforts. CODELCO controls the largest copper reserves worldwide, the Companys single most important long-term competitive advantage. The discovery of new mining resources and improving its ability to locate existing ore bodies and prospects are critical to CODELCO maintamming its preeminent position in the industry. Accordingly, the Companys exploration program will continue to be a key part of 1ts business strategy.
Investment in Human Capital. The successful execution of CODELCOs business strategy relies on continuing to attract and retain a world-class management team and professionals of the highest caliber. The mining industry faces increased competition for workforce talent. As a result, the Company intends to continue improving career development opportunities for 1ts staff and the overall attractiveness of CODELCO as a preferred employer.
Mining Association with Third Parties. CODELCO seeks to continue to develop and operate assets in association with third parties where these associations will add value to CODELCOs business. A few examples of the Company?s willingness and ability to do so are (1) the association with Freeport-McMoRan Inc. in the El Abra copper mine (CODELCO owns 49.0%), (11) the association with Anglo American, Mitsui and Mitsubishi Corporation in Anglo American Sur (CODELCO owns an indirect 20.0% interest), and (111) the association with Teck Resources, Sumitomo Metal Mining and Sumitomo Corporation in Quebrada Blanca (CODELCO owns
10.0%). CODELCO believes its large mining reserve is a strong platform from which to establish such associations.
84 CODELCO may expand mining associations with third parties where 1t helps to optimize the operation of their respective mines.
Copper Production General
The copper deposits in CODELCOs mines exist in two principal forms-sulfide ore and oxide ore. The majority of CODELCOs mines, including Chuquicamata and El Teniente, yield primarily sulfide ore. The ore extracted from the Radomiro Tomic deposit 1s copper oxide and sulfides. CODELCO produces refined copper from oxide and sulfide ore using different processes. CODELCO believes that having these two different forms of copper deposits gives it a high level of flexibility to respond to market changes by adjusting 1ts production and utilizing the refining processes described below.
Sulfide Ores. Sulfide ores are found in CODELCOs open-pit and underground mines. In open-pit mines, the process of producing copper from sulfide ores begins at the mine pit. Waste rock and ores containing copper are first drilled and blasted and then loaded onto diesel-electric trucks by electric shovels. Waste is hauled to dump areas. In underground mines, copper ore 1s deposited on rail cars and transported to a crushing circuit where gyratory crushers break the ore into sizes no larger than three-fourths of an inch. In both types of mines, the ore 1s then transported to rod and ball mills which grind 1t to the consistency of powder. In the conventional concentratorsmelterrefinery process for sulfide ore, this finely ground ore is agitated in a water and chemical solution and pumped as a watery mixture to the flotation separator. The solution 1s then aerated, producing a froth which carries the copper minerals, but not the waste rock, to the surface. The froth is skimmed off and filtered to produce copper concentrates. The waste rock, called talilings, 1s sent to a tallings storage facility. The copper concentrates (which contain a copper grade of approximately 30.0%) are then sent to the smelter.
At the smelter, the concentrates are blended with fluxes and fed into reverberatory furnaces or a Teniente converter (a technologically advanced type of converter designed by CODELCO) where they are melted, producing matte and slag. Matte from reverberatory furnaces contains approximately 45.0% copper, and matte from a Teniente converter contains approximately 75.0% copper. Slag is a residue of the smelting process containing iron and other impurities, which the Company disposes of with 1ts other industrial solid waste. The matte 1s transferred by ladles to the converters and is oxidized in two steps. First, the iron sulfides in the matte are oxidized with silica, producing slag that is returned to the reverberatory furnaces. Second, the impurities in the matte sulfide are oxidized to produce blister copper. The blister copper contains approximately 98.5% copper. Some of the blister copper 1s sold to customers. The remainder 1s transferred to the electrolytic refinery.
After additional treatment in the anode furnace, the copper 1s cast into anodes and then moved to the refinerys electrolytic tank house. This anode copper is approximately 99.0% copper. In the electrolytic tank house, anodes are suspended in tanks containing an acid solution and copper sulfate. An electrical current is passed through the anodes and chemical solution to deposit clean copper on pure copper plates. The resulting refined copper cathodes are 99.99% copper. Silver and small amounts of other metals contained in the anodes settle on the bottom of the tanks and are recovered in a separate process.
Oxide Ores. Oxide ore 1s scarcer than sulfide ore and is typically found closer to the surface of the earth. A different process (called the SX-EW process) is used to produce refined copper from oxide ores, which CODELCO employs at 1ts SX-EW facilities in Chuquicamata, El Teniente, Salvador, Gabriela Mistral and Radomiro Tomic. In the first step of the SX-EW process, copper oxide ore is mined, crushed and deposited into large piles. The piles are leached for a period of several days with a solution of sulfuric acid, resulting in the effusion from the piles of a solution with a high-concentration of copper. The copper solution is collected into large pools, from which copper 1s then recovered by solvent extraction, followed by a second recovery method called electrowinning, to produce high-grade copper cathodes. The SX-EW process involves lower overall refining costs and can be used with a lower grade of ore, than the traditional concentratorsmelterrefinery process. The SX-EW process also enables CODELCO to recover copper by re-leaching waste material left over from prior copper extractions.
85 Operations
CODELCO”s copper operations are divided into the following e1ght divisions:
The El Teniente Division operates the El Teniente mine, which is the worlds largest underground copper mine and has been in operation for more than 100 years. The El Teniente Division includes the Caletones smelter. In 2024, this division produced 356,373 metric tons of copper, or 24.7% of CODELCO”s total copper output (including CODELCO’s share of the El Abra deposit, Anglo American Sur and Quebrada Blanca), with a cash cost of 156.6 cents per pound, compared to 138.0 cents per pound in 2023, and a total cash cost of U.S.$1,214.0 million in 2024, compared to
U.S.$1,060.0 million in 2023. During the first nine months of 2025, this division produced 234,334 metric tons of copper with a cash cost of 153.5 cents per pound and a total cash cost of U.S.$782.4 million. On July 31, 2025, a seismic event occurred at the El Teniente mine, resulting in the tragic loss of six lives. The incident led to the suspension of operations across multiple sectors. As of the date of this offering memorandum, most areas have been authorized to resume their activities; however, operations in Recursos Norte and Andesita (part of the New Mine Level structural project) remain suspended. For more information, see Recent Developments-Fatal accident at El Teniente Division.
The Radomiro Tomic Division operates the Radomiro Tomic mine, which began 1ts first full year of production in 1998. In 2024, this division produced 270,479 metric tons of copper cathodes, or 18.8% of CODELCOs total copper output (including CODELCOs share of the El Abra deposit, Anglo American Sur and Quebrada Blanca), with a cash cost of 239.9 cents per pound, compared to 235.9 cents per pound in 2023, and a total cash cost of U.S.$1,410.1 million in 2024 compared to
U.S.$1,617.2 million in 2023. During the first nine months of 2025, this division produced 214,220 metric tons of copper with a cash cost of 247.8 cents per pound and a total cash cost of U.S.$1,151.2 million.
The Chuquicamata Division operates the Chuquicamata mine, one of the largest copper producing mines in the world, which began 1ts operations in 1915 and currently includes smelting and refining capacities. In 2024, this division produced 289,013 metric tons of copper cathodes, or 20.0% of CODELCO”s total copper output (including CODELCO’s share of the El Abra deposit, Anglo American Sur and Quebrada Blanca), with a cash cost of 149.8 cents per pound, compared to 158.5 cents per pound in 2023, and a total cash cost of U.S.$938.1 million in 2024, compared to U.S.$851.7 million in 2023. During the first nine months of 2025, this division produced 169,600 metric tons of copper with a cash cost of 167.6 cents per pound and a total cash cost of U.S.$612.7 million.
The Mina Ministro Hales Division was created in 2010 for the operation of the Mina Ministro Hales ore body, which first began producing copper at the end of 2013. In 2024, this division produced 122,208 metric tons of copper, or 8.5% of CODELCOs total copper output (including CODELCOs share of the El Abra deposit, Anglo American Sur and Quebrada Blanca), with a cash cost of 196.7 cents per pound, compared to 200.7 cents per pound in 2023, and a total cash cost 0fU.S.$513.0 million in 2024, compared to U.S.$539,4 million in 2023. During the first nine months of 2025, this division produced 105,262 metric tons of copper with a cash cost of 202.3 cents per pound and a total cash cost of U.S.$454.2 million.
The Andina Division currently operates the Sur open pit mine, where 1t carries out its mineral extraction activities. It does not have independent smelting capacity. Andina has been in operation since 1970. In 2024, this division produced 181,609 metric tons of copper, or 12.6% of CODELCOs total copper output (including CODELCOs share of the El Abra deposit, Anglo American Sur and Quebrada Blanca), with a cash cost of 225.5 cents per pound, compared to 230.3 cents per pound in 2023, and a total cash cost of U.S.$872.0 million in 2024, compared to U.S.$807.0 million in 2023.
During the first nine months of 2025, this division produced 127,467 metric tons of copper with a cash cost of 248.8 cents per pound and a total cash cost of U.S.$675.4 million.
The Gabriela Mistral Division was created in 2013 and operates the Gabriela Mistral mine, which uses SX EW technology. The Gabriela Mistral mine produced its first copper cathodes in 2008 after a 26
86 month construction period. In 2024, this division produced 103,075 metric tons of copper, or 7.1% of CODELCO”s total copper output (including CODELCO’s share of the El Abra deposit, Anglo American Sur and Quebrada Blanca), with a cash cost of 271.3 cents per pound, compared to 292.5 cents per pound in 2023, and a total cash cost of U.S.$617.0 million in 2024, compared to U.S.$682.0 million in 2023. During the first nine months of 2025, this division produced 58,850 metric tons of copper with a cash cost of 370.5 cents per pound and a total cash cost of U.S.$480.7 million.
e The Salvador Division operates the Salvador mine and concentrator and the smelterrefinery complex at Potrerillos, which has the capacity to treat 671,000 metric tons of concentrate. In 2024, this division produced 5,673 metric tons of copper cathodes, or 0.4% of CODELCOS*”s total copper output (including CODELCOSs share of the El Abra deposit, Anglo American Sur and Quebrada Blanca), with a cash cost of 170.3 cents per pound, compared to 575.5 cents per pound in 2023, and a total cash cost of
U.S.$25.8 million in 2024, compared to U.S.$164.3 million in 2023. During the first nine months of 2025, this division produced 27,402 metric tons of copper with a cash cost of 241.6 cents per pound and a total cash cost of U.S.$142.6 million.
e The Ventanas Division was created in connection with the acquisition of the Ventanas smelterrefinery complex from Chile*s state-owned mining company ENAMI in 2005. In 2024, this division refined
287.2 thousand metric tons of copper, compared to 357.2 thousand metric tons of copper in 2023, During the first nine months of 2025, the Ventanas Division refined 201 thousand metric tons of copper.
Pursuant to the terms of the acquisition, CODELCO is required to provide on market terms the necessary smelting and refining capacity for the treatment of copper concentrate delivered by the small- and medium-sized mining industry that ENAMI serves. In May 2023, Law No. 21,546 permitted the gradual closure of the Ventanas smelterrefinery complex and after almost 60 years of operation, the furnaces at Ventanas Division smelting plant were shut down. The transition of its former workers successfully concluded, with 58.8% of workers opting for an exit plan, 26.9% retrained for new roles at the Ventanas Division, and 14.3% relocated to other divisions, following the smelter?s closure.
CODELCO will continue to operate in the area through its refinery.
e The Chuquicamata Division, the Radomiro Tomic Division, the Mina Ministro Hales Division, the Gabriela Mistral Division and the Salvador Division form part of CODELCOs Northern Operations (Operaciones Norte). The Andina Division, the El Teniente Division and the Ventanas Division form part of CODELCOs Central Southern Operations (Operaciones Centro Sur). For a description of CODELCOS*s associations with other companies, see Business and Properties-Copper Production- Associations, Joint Ventures and Partnerships.
CODELCOs copper production, including 1ts share of the El Abra deposit, Anglo American Sur and Quebrada Blanca, increased to 1,441,887 metric tons during the twelve months of 2024 from 1,423,785 in 2023 and from 1,552,700 metric tons in the twelve months of 2022. This increase was mainly due to higher copper production at Chuquicamata, El Teniente Andina and the attributable production of Quebrada Blanca. Molybdenum production decreased by 7% in 2024 compared to 2023, from 17.2 thousand metric tons to 16.1 thousand metric tons.
The table below shows the production of copper from CODELCOs mines, as compared to private sector production in Chile, for years ended December 31, 2022, 2023 and 2024 and the nine-month periods ended September 30, 2024 and 2025:
Production of Copper from Chilean Mines (CODELCO and Private Sector) (in thousands of metric tons)
For the nine-month period
Year ended December 31, ended September 30, % Change 2022 2023 2024 2024 2025 20242025 El Teniente Division……………. 405 352 356 245 234 (4.5) Radomiro Tomic Division ……. 301 315 270 197 214 9.0 Chuquicamata Division ……….. 268 248 289 195 170 (13.0) Mina Ministro Hales……………. 152 126 122 65 105 62.8
87 Andina DIVISION …0ocoooccccccnncc… 177
Gabriela Mistral Division …….. 110 Salvador Divisi0N……………….. 32 El Abra cccccnnniocccccccnnnno. 45 Anglo American Sur? ………… 62 Quebrada Blanca? ……………..
CODELCO Total Production 1,553 Chilean Private Sector?…….. 3.778 Total Chilean Production…… 5,330
165 106 13 48 51
1,424
3,827 5,250
182 103
44 49 21
1,442
4,064 5,506
140 717
36 34
987
2,982 3,969 l
27 59 27 35 31 14
1,016
2,956
3,972
(8.7)
(23.7)
(2.9)
(7.5)
2.9
(0.9)
0.1
(1) CODELCOSs figures presented for El Abra include 49% of the mines total production (the share of production which corresponds to CODELCOS*Ss 49% direct ownership interest in the mine). The balance of El Abra*s production is included in the private sector figures.
(2) CODELCO”s figures presented for Anglo American Sur include 20% of the mines total production (the share of production which corresponds to CODELCO”s 20% ownership interest in the mine). The balance of Anglo American Sur production is included in the private sector figures.
(3) CODELCOSs figures presented for Quebrada Blanca include 10% of the mines total production (the share of production which corresponds to CODELCO”s 10% stake in the mine). The balance of Quebrada Blanca production is included in the private sector figures.
(4) Source: Chilean Copper Commission.
The table below shows the breakdown of CODELCOs own copper output for the years ended December 31, 2022, 2023 and 2024 and the nine-month period ended September 30, 2025:
Copper Output of CODELCO (excluding El Abra, Anglo American Sur and Quebrada Blanca) (in thousands of metric tons)
CathodesS ..occccccooncccnnnnnonoccccnnnonnnocccnnnnnoninononononiocononos Blister and anodesS ….cccconnoccncncncnnnnccnnnnncnnonccnnnnnononos CalcinesS ..occcccccnnnccnnnnnnnnonoconnnonnnioconnnnnnnnnoccnnnoniononanos ConcentratesS ..oocccccnncccnnonoccnnnnnccnnnnnoccnnnnnccnnnnnnnnnnnnos ¡IM
2022
415 376 136 514
1,446
Year ended December 31,
2023
376 334 110 504
1,324
(1) Includes Slag and RAF.
2024
366 277 101 570
15
1,328
For the nine-month period ended September 30,
2025
222 178 96 439 2 937
The following table sets forth CODELCO*s initial capital expenditures budget for the period 2025-2027 by division, and for the executive offices, as approved by the Companys Board of Directors as part of CODELCOs BDP report, which is subject to the approval of the Ministries of Finance and Mining (capital expenditures are subject to change at the discretion of CODELCO). The capital expenditures budget is subject to an annual review and therefore may be subject to change.
Division
COUQUICAMAÍA cococcccccaoaanonnnnnnnnnonononononononnnn non nn nnnn nn nana nn R nn nn RR RR RN RR Ran RR RR RR nnnnnnnnnnnannnnnnnnnnnnns El Teniente ..coooononcnnnnncnononcnnnnnnnnconcnnnonnnnornnnnnnnonnnnnnononornnnnnno nana rnrnnnnnnnnonnnnnnornnnnnnnnnnrenononananncnnnnns IN Radomiro TOMIC …occoccoocncnnnnnnnnccnnnnnnnnonocnnnnononononnnnononornnnnnnononnrnrnnnononnnnnnnnnrnnnnnnnnnnrenononaninacannnns
Estimated Investment!’? (in millions of U.S.$) $3,009 $3,401 $1,451 $1,712 SI $1,086
Mina Ministro Hales ………..ccccccnnnnnnonnanannnonononononananananononononocononnnnnnnnnnnnnnnnonnnnnnncnonnnnnananonenonencnos $497 Gabriela Mistral ……….ooonnnnnnnoconononcccconononanananananononncnnncnnncnnnannnonnnnnnnnnrnonnnnncnnnannnnnnnnnnnnnnccccinannnas $403 WENtANAS. cooooooccnnncccnncnnnonanonononononeconononanannn nn nono nnnnnnr on nnnn ano nnnnnnnn rre rnnnnrnnnnnnnn nn non nnnennr cnc ron onnnannnnnness $71 Executive OÍÍICES……..ocoocccccncccnnccnncnnnnncnononnnonononnnnnnononnnnnnonnnonnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnss $554 SUDSIAIATIES ……ccccccnnnnonononananononononononanannononononononnnnonnnnnnn non nn nro nor onnnarnnnnnn non nnnnnnnnnnnrncnarcnnnanannnnnss $279 Deferred expenses ..cccoooccconooonccnnonononononononnnnnnononennnnconnnnnncnnnnnnnccnnnnnrrcnn nn nnrnnnnnnnrnnnnn cnc nnnnnnannnnnnnos $4,980 Total. .oooooonnonnnnninnnnnococononcnononccnnnnnononncnnnnononoronnnnnnnnncrnn crono nonncnnnnnnnnrnnnnnnnnnnncrnnnnnnnrrrnnnnnnnnncnnnnnnnos $17,441
(1) Includes equipment replacement and facilities repair, contributions to subsidiaries and other.
The following table sets forth the estimated investment cost for each of CODELCO”s principal expansion and development projects in each division (projects are subject to change at the discretion of the Company):
Estimated
Division Project Status Investment (in millions of U.S.$) El Teniente …ooocconncccnnocinnncninnccnnos New mining level (2025) Execution!’? 6,204 Chuquicamata …ooooooooccnnnnnnnncnnncns. Chuquicamata Underground (2019) Initial Investment 5,964 Chuquicamata …ooooooooccnnnnnnnncnnncns. Chuquicamata Underground (infrastructure) Execution! 1,676 AMQUIÍNA coccocccnnnccnonccannncnnnananncninacnno Reallocation Plant (2020) Execution!?? 1,623 SalVadOT …oooncconoconocononononononicananons Inca Pit (2021) Execution!?? 2,677
Total ……………….. 18,145
(1) Expenditures have been invested in projects in the execution stage.
The figures above reflect the estimated investments that CODELCO expected to make under 1ts 2025 BDP report. CODELCO continues to evaluate the strategy for continuity projects of the Chuquicamata underground mine and its second level, the project portfolio arising from new business venues, and the execution of projects in early engineering stages (e.g. expansion of Gabriela Mistrals operation, use of chloride leaching in Radomiro Tomic), among others. Therefore, this medium-term period more reliably reflects CODELCOs commitments than a longer-term period, especially considering current industry trends.
El Teniente Division
Mining Operations. The El Teniente Division is the largest division of CODELCO, based on 2024 production, and operates the El Teniente underground mine located 80 kilometers southeast of Santiago. With the production of 443,220 metric tons in 2020, 1t 1s the worlds largest underground copper mine. For information regarding the new mine level at the El Teniente mine, see Summary-Competitive Strengths.
The El Teniente deposit is also a porphyry-type ore body. The deposit covers a vertical span of over 1,500 meters. A tabular subvertical dacite porphyry intrusion two kilometers long by 200 meters wide 1s well exposed in the northern part of the deposit, and a quartz-diorite stock 1s located at the southeast side. Wall rock are mostly andesites, which are strongly mineralized, containing a high concentration of chalcopyrite and bornite. The size of the deposit 1s at least three kilometers north-south and close to one kilometer wide.
El Teniente primarily produces concentrates that are smelted at the Caletones smelter. In addition to the principal mine at El Teniente, the division performs mining operations at several other areas of the main deposit, with a production of approximately 140,000 metric tons of ore per day. The Esmeralda area of the mine is the main producing mine area, producing approximately 36,750 metric tons of ore per day.
As of September 30, 2025, the El Teniente Division employed 3,935 persons and produced 234,334 metric tons of copper with a cash cost of 153.5 cents per pound and a total cash cost of U.S.$782.4 million, as compared to 245,483 metric tons of copper with a cash cost of 162.7 cents per pound and a total cash cost of U.S.$869 million during the first nine months of 2024.
In 2024, this division produced 356,373 metric tons of copper, with a cash cost of 156.6 cents per pound, and a total cash cost of U.S.$1,214 million, compared to a production 0f 351,874 metric tons of copper, with a cash cost of 138.0 cents per pound and a total cash cost of U.S.$1,060 million in 2023. In 2022, the El Teniente Division
89 produced 405,429 metric tons of copper at a cash cost of 105.2 cents per pound and a total cash cost of U.S.$930.0 million.
Copper Production and Cash Cost-El Teniente Division (production in thousands of metric tons and cash cost in cents per pound)
For the nine-month period ended Year ended December 31, September 30, 2022 2023 2024 2025 Copper Producti0N …..ooooocccccnccncnnnnnnonoso 405 352 356 234 Cash COSt..oooccccnoncccnnnnnccncononacccnnonacicnnnns 105.2 138.0 156.6 153.5
Smelting Operations. The El Teniente Division includes the Caletones smelter, which has the capacity to smelt 1.25 million metric tons of concentrate per year. The El Teniente mine supplies 1.29 million metric tons of concentrate per year to the Caletones smelter. The balance of concentrate processed by the smelter 1s brought by rallway from the Andina Division, 300 kilometers away.
The Caletones smelter operates two Teniente modified converters, three Pierce Smith Converters and several refining furnaces and gas treatment plants. El Teniente has no electrolytic refining plant, and smelter output 1s sold as fire-refined copper or anodes to be refined at other facilities such as the Ventanas refinery or Chuquicamata.
On July 31, 2025, a seismic event occurred at the El Teniente mine, resulting in tragic loss of six lives. The incident led to the suspension of operations across multiple sectors. As of the date of this offering memorandum, most areas have been authorized to resume their activities; however, operations in Recursos Norte and Andesita (part of the New Mine Level structural project) remain suspended. For more information, see Summary-Recent Developments-Fatal accident at El Teniente Division.
Radomiro Tomic Division
The Radomiro Tomic deposit lies five kilometers north of the main pit at Chuquicamata. Radomiro Tomic began production at the end of 1997, The Radomiro Tomic mine is a state of the art facility, and the worlds largest producer of copper using the highly efficient SX-EW process.
During the first half of 2010, the Sulfide Phase I project was completed, which enables the treatment of 100,000 metric tons per day of sulfides from Radomiro Tomic in the Chuquicamata processing plants.
As of September 30, 2025, the Radomiro Tomic Division employed 1,469 persons and produced 214,220 metric tons of copper with a cash cost of 247.8 cents per pound and a total cash cost of U.S.$1,151.2 million compared to 196,520 metric tons and a cash cost of 243.3 cents per pound and a total cash cost of U.S.$1,039.3 million, in the same period of 2024.
In 2024, this division produced 270,479 metric tons of copper cathodes with a cash cost of 239.9 cents per pound and a total cash cost of U.S.$1,410.1 million compared to 314,806 metric tons of copper, a cash cost 0f 235.9 cents per pound and a total cash cost of U.S.$1,617.2 million in 2023. In 2022, this division produced 301,062 metric tons of copper at a cash cost of 205.6 cents per pound and a total cash cost of U.S.$1,351.9 million.
On January 13, 2026, CODELCO submitted an EIA for the project Continuidad del Proceso de Lixiviación y Adecuaciones al Proyecto Minero División Radomiro Tomic, with the goal of extending the operating life of the chloride leaching process at an average annual rate of approximately 154 thousand metric tons per day from 2029 through 2058, and to update mine movements and the redistribution of mineral processing at the Radomiro Tomic Division. The project was conceived to remain within the mine life approved under Environmental Approval Resolution (Resolución de Calificación Ambiental, or RCA) No. 0222016, and is expected to involve an investment of up to U.S.$1.3 billion.
90 Copper Production and Cash Cost-Radomiro Tomic Division (production in thousands of metric tons and cash cost in cents per pound)
For the nine-month period ended Year ended December 31, September 30, 2022 2023 2024 2025 Copper Production Radomiro TOMIC 000oonconnconnconacanaoonnno nos 301 315 270 214 Cash Cost Radomiro TOmMIC ..ooocccnnncnnnnnnnnnnnnoconnccnnnanonononos 205.6 235.9 239.9 247.8
Chuquicamata Division
Mining Operations. Located in the Atacama Desert, 1,200 kilometers north of Santiago and 240 kilometers east of the Chilean city of Antofagasta, the Chuquicamata mine has been in continuous operation since 1915. The Chuquicamata mine is currently operated primarily as an underground mine, predominantly producing sulfide concentrates, which are smelted and refined on site. The open pit at Chuquicamata 1s almost nine kilometers long in a north-south direction by five kilometers wide and one kilometer deep.
The Chuquicamata deposit 1s a porphyry-type ore body. The most important feature of the ore body 1s a north-south regional fault, the west fissure fault, which cuts the ore on the west side and creates a sharp limit on the deposit. An oxide ore zone was a large part of the deposit and has been almost totally mined out. The mine contains a supergene enrichment layer (a redeposit of copper, by natural forces, from higher to lower layers), which has a thickness of almost 800 meters near the center of the mine. Five kilometers north of Chuquicamata, the ore body narrows and merges with the Radomiro Tomic ore body. For information regarding the transformation of the Chuquicamata mine from an open pit mine to an underground operation, see Summary-Competitive Strengths.
Smelting Operations. Chuquicamata utilizes one Outokumpu flash furnace, five Pierce Smith converters and two Teniente converters to process 1.25 million metric tons of 29.6% copper concentrate per year. Chuquicamata performs all stages of copper production from the mining process through cathode production.
As of September 30, 2025, the Chuquicamata Division employed 3,900 persons and produced 169,600 metric tons of copper with a cash cost of 167.6 cents per pound and a total cash cost of U.S.$612.7 million, compared to 194,846 metric tons with a cash cost of 137.1 cents per pound and a total cash cost of U.S.$578.6 million during the first nine months of 2024.
In 2024, this division produced 289,013 metric tons of copper cathodes, with a cash cost of 149.8 cents per pound and a total cash cost of U.S.$938.1 million, compared to 248,495 metric tons of copper at a cash cost of
158.5 cents per pound and a total cash cost 0fU.S.$851.7 million in 2023 compared to 268,348 metric tons of copper at a cash cost of 127.4 cents per pound and a total cash cost of U.S.$740.7 million in 2022.
Copper Production and Cash Cost-Chuquicamata Division (production in thousands of metric tons and cash cost in cents per pound)
For the nine- month period ended September Year ended December 31, 30, 2022 2023 2024 2025 Copper Production ChuquicaMata..oooonnnnnnnnononononananananonnn o 268 248 289 170 Cash Cost Chuquicamata coococcccnnccnonnoononnnnnnnnno nono nono nono non nos 127.4 158.5 149.8 167.6
91 Mina Ministro Hales Division
Mining Operations. The Mina Ministro Hales Division was created in September 2010 for the operation of the Mina Ministro Hales ore body and delivered 1ts first tons of copper during the last quarter of 2013.
As of September 30, 2025, Mina Ministro Hales employed 829 persons and produced 105,262 metric tons of copper with a cash cost of 202.3 cents per pound and a total cash cost of U.S.$454.2 million, compared to 64,665 metric tons with a cash cost of 268.2 cents per pound and a total cash cost of U.S.$370.7 million during the first nine months of 2024.
In 2024, this division produced 122,208 metric tons of copper, with a cash cost of 196.7 cents per pound, and total cash cost of U.S.$513.2 million compared to 126,010 metric tons of copper, with a cash cost of 200.7 cents per pound, and a total cash cost of U.S.$539.4 million in 2023, compared to 152,167 metric tons of fine copper at a cash cost of 129.5 cents per pound and a total cash cost of U.S.$420.1 million in 2022.
Copper Production and Cash Cost-Mina Ministro Hales Division (production in thousands of metric tons and cash cost in cents per pound)
For the nine-month period ended September Year ended December 31, 30, 2022 2023 2024 2025 Copper ProductiON ..ooooococnnnnnonnononanononn nono nnnononnnos 152 126 122 105 COMA 129.5 200.7 196.7 202.3
Smelting and Refinery Operations. The processing of minerals will be carried out in a stand-alone concentrator with processing capacity of 50,000 tons per day. Copper concentrates will be processed in a new roasting plant. The project also includes a new acid plant.
Gabriela Mistral Division
The Gabriela Mistral ore body 1s located in Chile?s Second Region and began production in May 2008. On January 1, 2013, CODELCO created the Gabriela Mistral Division, which operates the Gabriela Mistral mine.
Gabriela Mistral uses SX-EW technology and produced its first copper cathodes in May 2008 after a 26-month construction period at a cost of U.S.$1.0 billion.
As of September 30, 2025, the Gabriela Mistral Division employed 488 persons and produced 58,850 metric tons of copper with a cash cost of 370.5 cents per pound and a total cash cost of U.S.$480.7 million, as compared to 77,132 metric tons with a cash cost of 263.5 cents per pound and a total cash cost of U.S.$448 million during the first nine months of 2024.
In 2024, this division produced 103,075 metric tons of copper, with a cash cost of 271.3 cents per pound and a total cash cost of U.S.$617 million. In 2023, this division produced 105,825 metric tons of copper, with a cash cost of 292.5 cents per pound, compared to 109,523 metric tons of copper at a cash cost of 292.5 cents per pound in 2022, and a total cash cost of U.S.$682 million in 2023, compared to U.S.$666 million in 2022.
Copper Production and Cash Cost-Gabriela Mistral Division (production in thousands of metric tons and cash cost in cents per pound)
For the nine-month period ended Year ended December 31, September 30, 2022 2023 2024 2025 Copper Producti0N ……..occcccccccnnnncnnnonnnnnnnnnnnnnnnnnnnnnnnnnnnnnoss 110 106 1.103 59 COMA 275.8 292.5 271.3 370.5
92 Andina Division
Mining Operations. The Andina Division currently operates the Sur open pit mine, located 50 kilometers northeast of Santiago, where 1t carries out 1ts mineral extraction activities. For information regarding the Andina plant reallocation project, see Summary-Competitive Strengths. The Andina Division does not operate a smelter.
Its production 1s processed at the Caletones smelter of El Teniente, at the Ventanas refinery or at the Salvador Division, and some of its concentrate 1s sold to ENAMTI or other purchasers.
As of September 30, 2025, the Andina Division employed 1,560 persons and produced 127,467 metric tons of copper with a cash cost of 248.8 cents per pound and a total cash cost of U.S.$675.4 million, as compared to 139,602 metric tons of copper with a cash cost of 212.7 cents per pound and a total cost of U.S.$632 million during the first nine months of 2024.
In 2024, the Andina Division produced 181,609 metric tons of copper with a cash cost of 225.5 cents per pound, and total cash cost of U.S.$872 million. In 2023, the division produced 164,545 metric tons of copper with a cash cost of 230.3 cents per pound and a total cash cost of U.S.$807 million. In 2022, this division?s production reached 177,027 metric tons, with a cash cost of 187.5 cents per pound and a total cash cost of U.S.$707 million.
The Río Blanco-Los Bronces porphyry-type deposit, one of the largest copper ore bodies in Chile, is partially owned by the Andina Division. The northwest portion of this deposit 1s owned by the Andina Division; Anglo Sur owns and operates the mines at Los Bronces and El Soldado along with the Chagres smelter and various mineral resources, including Los Sulfatos and San Enrique Monolito, located in the southwest portion of the deposit.
The deposit 1s characterized by plentiful tourmaline and breccia rock bodies mineralized with copper sulfides, mostly calcopyrite. CODELCO”s portion of the deposit is four kilometers in length, in the northwest to southeast direction, with a maximum width of almost one kilometer.
Copper Production and Cash Cost-Andina Division (production in thousands of metric tons and cash cost in cents per pound)
For the nine-month period
Year ended December 31, ended September 30, 2022 2023 2024 2025 Copper Production …ooococnnnnnnnonononocn oo 177 165 182 127 Cash COSt occooooocccnnccononocnnnncnnnnnnnnnncnnns 187.5 230.3 226 248.8
With the aim to increase the processing output of the Andina Division, CODELCO completed the Andina Phase I Expansion Project in 2010. While the Andina Division had plans to continue investing to expand the mine and increase copper production by an additional 350,000 tons of copper per year, the Company 1s currently reformulating 1ts plans in order to create an alternative that should require less investment, while at the same time seeking to minimize the environmental impact and prolong the life of the Andina Division.
Salvador Division
Mining Operations. The Salvador Division 1s the smallest of CODELCO”s divisions. The complex includes the mine and concentrator at Salvador and a smelterrefinery at Potrerillos. The Salvador mine is located 900 kilometers north of Santiago and 120 kilometers east of the Chilean port of Chañaral. Concentrates are transported 67 kilometers from the mine to the smelter at Potrerillos via pipeline and truck.
The Salvador Division has the smallest base reserve of ore among all of CODELCOs divisions. The Salvador deposit is a typical medium-sized porphyry-type ore body. There is an 80- to 200-meter thick leached capping covering a lensoid-shaped enrichment layer roughly one kilometer in diameter that attains a maximum thickness of about 250 meters.
93 As of September 30, 2025, Salvador employed 1,472 people and produced 27,402 metric tons of copper cathodes with a cash cost of 241.6 cents per pound and a total cash cost of U.S.$142.6 million, compared to no production in the same period of 2024, when the total cash costs amounted to U.S.$11.4 million for the first nine months.
In 2024, this division*s produced 5,673 metric tons of copper cathodes with a cash cost of 170.3 cents per pound, and total cash cost of U.S.$25.8 million. In 2023, production reached 13,000 metric tons with a cash cost of
575.5 cents per pound and a total cash cost of U.S.$164.3 million. In 2022, the division produced 32,065 metric tons of fine copper at a cash cost 0f 389.6 cents per pound and a total cash cost of U.S.$271.7 million. The division began the ramp-up phase of the Rajo Inca project in December 2024. As of September 30, 2025, after the construction of the concentrator plant was finalized, the project reached a 93% overall completion status.
Copper Production and Cash Cost-Salvador Division (production in thousands of metric tons and cash cost in cents per pound)
For the nine-month period ended Year ended December 31, September 30, 2022 2023 2024 2025 Copper ProductiON ..ooooococnnnnnonnononanononn nono nnnononnnos 32 13 6 27 COM 389.6 575.5 170.3 241.6
Smelting Operations. The smelting and refining operation 1s located at Potrerillos. This facility includes one Teniente converter and four Pierce Smith converters for a rated annual capacity of 671,000 metric tons of concentrate. CODELCO increased capacity of the Potrerillos smelter in 2004.
Ventanas Division
Smelting and Refinery Operations. The Ventanas Division was created in connection with the acquisition of the Ventanas smelterrefinery complex from Chile*s state-owned mining company ENAMTI in 2005. In 2023, this division refined 357.2 thousand metric tons of copper, compared to 370.7 thousand metric tons of copper in 2022.
During the first nine months of 2025, the Ventanas division refined 201 thousand metric tons of copper. Pursuant to the terms of the acquisition, CODELCO is required to provide on market terms the necessary smelting and refining capacity for the treatment of copper concentrate delivered by the small- and medium-sized mining industry that ENAMI serves. As of September 30, 2025, the Ventanas Division employed 448 persons. In June 2022, CODELCO’s Board of Directors approved the decommissioning of the smelter in the Ventanas Division. In December 2022, a change in law was approved in Congress allowing CODELCO to smelt copper concentrates at smelters other than those of the Ventanas Division. In January 2023, the Mining and Energy Commission of the Upper House approved the articles particular to the bill setting definitions regarding the future installation of the new smelting capacity, and 1ts compatibility with the environmental safety and the protection of peoples health, among others. In May 2023, the bill was approved and after almost 60 years of operation, the furnaces at the Ventanas Division smelting plant were shut down. The transition of 1ts former workers successfully concluded, with
58.8% of 350 workers opting for an exit plan, 26.9% retrained for new roles at the Ventanas Division, and 14.3% relocated to other divisions, following the smelter’s closure. CODELCO will continue to operate in the area through 1ts refinery.
Associations, Joint Ventures and Partnerships
CODELCO has undertaken several projects, business ventures and associations with certain private sector mining and non-mining enterprises, including: e SCM El Abra: In 1994, CODELCO (49.0%) formed a company, SCM El Abra, with Cyprus El Abra Corporation (51.0%), a subsidiary of Freeport-McMoRan Ínc., to develop the El Abra mine in northern Chile.
The mine is a porphyry copper open-pit facility located 105 kilometers north of the city of Calama at an altitude of 3,900 meters above sea level. Constructed at a cost of U.S.$1.1 billion, 1t is designed to produce 225,000 metric tons of copper per year and includes one of the worlds largest SX-EW facilities. The El Abra project
94 was originally financed by a U.S.$850.0 million syndicated loan, which was repaid in full in 2004.
O In 2009, SCM El Abra approved resuming construction activities for the Sulfolix Project, which had been deferred as a result of market conditions at the end of 2008, to extract and process (by the leaching process) sulfide ores, which 1s expected to extend mine life by 13 years and enable El Abra to produce at least 125,000 metric tons of fine copper per year. This project contains approximately 1.2 billion metric tons of leachable oxide and sulfide copper, with an average ore grade of 0.4%. The project started producing sulfides, shifting from an oxide operation, during the first quarter of 2011 and is expected to generate the last cathode in 2029. The Sulfolix Project requires approximately U.S.$565.0 million of initial equity and an additional U.S.$160.0 million to sustain the operations. The project 1s financed by SCM El Abras retained earnings.
o In 2024, SCM El Abra produced 99,096 metric tons of fine copper with a cash cost of 2.92 cents per pound. The project had delivered total dividends of U.S.$6.0 million in 2019 and CODELCO had received U.S.$3.0 million in dividends in 2019. The project did not deliver dividends in 2020. The project had delivered total dividends of U.S.$0.4 million in 2021, and CODELCO had received
U.S.$0.2 million in dividends in 2021. The project had delivered total dividends of U.S.$51.4 million in 2022, and CODELCO had received U.S.$25.2 million in dividends in 2022. The project did not distribute any dividends in 2023 and 2024. As of December 31, 2024, the carrying value of SCM El Abra’s ownership interest was equal to U.S.$735.5 million.
o Freeport McMoRan plans to invest U.S.$7.5 billion to expand the El Abra mine, including the construction of a new concentrator plant, a sea water desalination plant and a desalinated water pipeline.
The project aims to produce 340,000 metric tons of copper per year starting in 2033, with an environmental impact study to be submitted by January 2026.
Anglo American Sur: On December 19, 2008, CODELCO purchased from ENAMI for U.S.$175.0 million an option to purchase up to 49.0% of the equity interests of Anglo American Sur, a wholly-owned subsidiary of Anglo American, for a price to be determined by a prescribed formula based on a multiple of historic earnings (the Sur Option). Anglo American Sur owns and operates the mines at Los Bronces and El Soldado, the Chagres Smelter and various mineral resources, including Los Sulfatos and San Enrique Monolito. In October 2011, CODELCO announced that 1t had arranged for a bridge loan of up to U.S.$6.75 billion from Mitsu1 that would allow 1t to exercise the Sur Option and indicated 1ts intent to exercise the Sur Option during the next window for its exercise, which would occur in January 2012. On November 9, 2011, Anglo American announced that 1t had sold 24.5% of the equity interests of Anglo American Sur to affiliates of Mitsubishi Corporation. Following this sale, CODELCO announced that it retained the right to acquire up to 49.0% of the equity interests of Anglo American Sur and requested from the Santiago Court of Appeals a legal order preventing further sales of equity interests of Anglo American Sur until CODELCO was able to exercise the Sur Option. The requested legal order was granted and, on January 2, 2012, CODELCO exercised the Sur Option to purchase 49.0% of the equity interests of Anglo American Sur. Prior to and after the exercise of the Sur Option, Anglo American and CODELCO were involved in additional legal proceedings relating to the exercise of the Sur Option, which were ultimately settled pursuant to the settlement agreement described below.
O On August 23, 2012, CODELCO and Anglo American entered into a settlement agreement to settle their respective claims in relation to the Sur Option. In connection with this settlement agreement, CODELCO and Anglo American agreed that Becrux, then a wholly-owned subsidiary of Acrux, an entity owned by CODELCO and Mitsui in the manner described below, would acquire 29.5% of the equity interests in Anglo American Sur pursuant to the following transactions: e On August 24, 2012, Becrux acquired (1) shares representing 24.5% of the equity interests of Anglo American Sur for a purchase price of U.S.$1.7 billion, which was financed through a draw down by an affiliate of CODELCO on the A£R Mitsui Bridge Loan Facility described under Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Other Debt; and (11) shares representing 0.9% of the equity interests of Anglo American Sur for a purchase price of U.S.$206.8 million, which was financed by cash contributions made by Mitsu1; and
95 e On September 14, 2012, Becrux acquired shares representing 4.0% of the equity interests of Anglo American Sur for a purchase price of U.S.$893.2 million, which was financed by cash contributions made by Mitsul.
O As part of the settlement agreement, Anglo American Sur transferred to CODELCO certain undeveloped mining properties, Los Leones and Profundo Este, which are located to the east of CODELCOs Andina mine, and the shareholders of Anglo American Sur entered into a shareholders agreement that provides a framework for the ongomimg governance of Anglo American Sur, which includes board representation and participation in certain decisions for Becrux.
O Immediately following the acquisition of 29.5% of the equity interests of Anglo American Sur, affiliates of CODELCO and Mitsu1 owned approximately 83.0% and 17.0%, respectively, of the equity interests of Acrux. In connection with the refinancing of the A£R Mitsui Bridge Loan Facility described above under Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Other Debt, an affiliate of Mitsu1 exercised its right to acquire from an affiliate of CODELCO at the closing of the refinancing a number of equity interests of Acrux representing a 4.5% stake in Anglo American Sur for a purchase price equal to U.S.$998.0 million. This amount was used to prepay a portion of the bridge loan previously drawn down by an affiliate of CODELCO under the AR Mitsu1 Bridge Loan Facility in connection with the transactions described above. Following the consummation of this transaction, affiliates of CODELCO and Mitsui owned approximately 67.8% and 32.2%, respectively, of the equity interests of Acrux. Consequently, CODELCO indirectly owns a 20.0% interest in Anglo American Sur.
O On November 26, 2016, CODELCO signed a credit agreement with Oriente Copper, an affiliate of Mitsui, renegotiating the payment of principal at the end of the contract. The terms established an annual interest rate of LIBOR +2.5% with a five-year maturity to be payable in one installment at maturity with semi-annual interest payments. On May 26, 2017, CODELCO signed a new credit agreement with Mitsu1 renegotiating the following semi-annual payment, which was on the same terms as the first renegotiation done in November 2016.
O On December 21, 2017, CODELCO and Mitsui agreed to merge Acrux into Becrux, as the surviving entity. The reorganization did not affect the interest that CODELCO and Mitsui indirectly hold in Anglo American Sur.
O Anglo American Sur fine copper production was 220,617 metric tons in 2024 with a cash cost of 260 cents per pound, compared to 255,041 tons in 2023 with a cash cost of 299 cents per pound and 311,036 tons in 2022 with a cash cost 0f213 cents per pound. Anglo American Sur distributed U.S.$22.7 million in 2020, U.S.$270.6 million in 2021, U.S.$138.4 million in 2022, zero in 2023 and zero in 2024 in cash dividends to Becrux, which 1s an indirectly owned subsidiary of CODELCO. As of December 31, 2024, the carrying value of equity of Anglo American Sur was equal to U.S.$2.2 billion. CODELCO has a
20.0% indirect participation in Anglo American Sur. See Risk Factors. A substantial amount of our total assets are property, plant and equipment.
e OnSeptember 16, 2025, CODELCO and Anglo American Sur announced that they had entered into a binding agreement on September 15, 2025, to collaborate on an alliance aimed at enhancing the development of the Andina-Los Bronces mining district through the implementation of a Joint Mine Plan. This plan 1s expected to enable an increase in copper production and will allow both companies to capture a significant incremental value. A fundamental principle 1s that Andina from CODELCO and Los Bronces from Anglo American Sur will retain full ownership of their respective mining concessions, processing plants, and tangible assets, as outlined in the MoU. The binding agreement is based on the terms agreed to in a memorandum of understanding signed in February 2025 and Incorporates the results of detailed due diligence, and the agreement of detailed commercial, legal and technical terms.
e SCM Purén: CODELCO (35.0%) and Compañía Mantos de Oro (65.0%), a subsidiary of Kinross Gold Corp., are owners of SCM Purén. SCM Puréns mining activities, located in the Atacama Region, east of the city of
96 Copiapó, began in November 2005, having produced over 823,000 ounces of gold equivalent. In 2015, the company distributed U.S.$2.5 million in dividends to CODELCO. Between 2019 and 2024, the company did not issue dividends. SCM Purén mines gold and silver ore through an open pit operation. Currently, SCM Purén 1s exploiting Phase 2 of the project and processing the extracted ore at La Coipa processing plant, a facility owned by Compañía Mantos de Oro.
e Nuevo Cobre S.A. (formerly Agua de la Falda S.A.): CODELCO (42.26%) and Rio Tinto (57.74%), a subsidiary of Rio Tinto plc, are owners of Nuevo Cobre S.A., formerly named Agua de la Falda S.A., which was created in 1996 to explore and exploit the Agua de la Falda gold deposit that was in production until 2005. Nuevo Cobre holds prospective mining properties in the Atacama Region, about 10 km southeast from Potrerillos and 1t aims to explore and develop copper deposits on those properties. On May 12, 2025, CODELCO and Rio Tinto Chile signed a collaboration agreement aiming to evaluate opportunities, identify synergies, reduce risks and accelerate the potential development of the mining district including Nuevo Cobre and other opportunities 100% owned by CODELCO.
e Inca de Oro S.A.: CODELCO (33.85%) and Minera PanAust IDO Limitada (66.15%) own Inca de Oro S.A., which was created in 2009 to explore, exploit and process mineral resources in Chile. The Inca de Oro project development was halted in 2014.
e Cobrex Prospeccao Mineral S.A: CODELCO (42.06%) and Glencore Exploracáo Mineral do Brasil Ltda
(57.94%), which was created in 2013 to engage in mining ventures in Brazil and abroad, including exploration, extraction, and commercialization of mineral resources, as well as managing 1ts own or third-party assets. As of January 14, 2024, CODELCO'”s ownership in Cobrex Prospeccao Mineral S.A decreased from 51% to
42.06%, transitioning 1t from a subsidiary to an associate, following the termination of an exploration contract that reduced CODELCOSs stake to 42.06%.
e Deutsche Giessdraht GmbH: CODELCO (40.0%) and Aurubis AG (60.0%) own Deutsche Giessdraht GmbH, a German corporation located in Emmerich, Germany. The company, which has been in existence since 1975, produces continuous copper cast wire rod. CODELCO indirectly supplies copper to Deutsche Giessdraht GmbH.
On July 31, 2018, CODELCO sold 1ts 40.0% ownership stake in Deutsche Giessdraht GmbH to its partner Aurubis AG after receiving approval of the transaction by Germany?s federal antitrust regulator (Bundeskartellamt). The sale included an agreement which allowed CODELCO to produce wire rod until December 31, 2018 to fulfill 1ts sales contract obligations that expired at the end of 2018.
e GNL Mejillones S.A.: Due to the decrease and eventual termination of natural gas supply from Argentina, electrical power generation companies have experienced diminished electricity generation. For this reason, CODELCO and Suez Energy Andino S.A. through GNL Mejillones constructed an LNG re-gasification plant, which has been operating since the beginning of 2010. GNL Mejillones has the capacity to receive, process and store natural gas, with a send-out capacity of 5.5 million of cubic meters of gas per day, originating in Trinidad and Tobago and purchased from SUEZ Global LNG Ltd. under a long-term supply contract. The LNG storage tank 1s currently in operation. GNL has entered into a long-term agreement with E-CL for the re-gasification and storage of approximately 15 trillion BTU (British Thermal Unit).
O GNL Mejillones provides gas required by the electricity power plant in the National Electric System (Sistema Eléctrico Nacional, or SEN), which supplies power to CODELCOs operations. The project partners have financed this project under existing take-or-pay contracts with CODELCO and other mining companies.
O As of June 30, 2019, CODELCO owned 37.0% of the outstanding shares of the company, and Suez Energy Andino S.A. owned the remaming 63.0% of the shares.
O On August 6, 2019, CODELCO completed the sale of 1ts 37.0% stake in GNL Mejillones S.A. to Ameris Capital AGF, for an amount of U.S.$193.5 million.
e Planta Recuperadora de Metales SpA: In December 2012, CODELCO (34.0%) together with LS MnM (66.0%) formed Planta Recuperadora de Metales SpA, the purpose of which is to process intermediate products derived
97 from the copper refining process to recover precious metals and byproducts contained in these substances and transform them into commercial products. This entity developed and built a processing plant located in Mejillones, in the Antofagasta region, which began its commissioning process in 2016. A 20-year contract regulates the treatment of anodic slimes produced at CODELCO refineries for the recovery of precious metals.
Salar de Maricunga SpA: In April 2017, CODELCO formed Salar de Maricunga SpA (Salar de Maricunga) to develop projects for the exploration and exploitation of lithium in Chile. In March 2018, Salar de Maricunga entered into a special lithium operation contract with the Government of Chile which allows 1t to explore and exploit lithium (which 1s generally not a concessionable mineral, except in certain limited cases provided by law) from the Maricunga salt flat in the northern Atacama Region of Chile. In 2019, CODELCO started to gather environmental and social data to prepare the submission of an environmental impact declaration for exploring the Maricunga salt flat. In November 2020, CODELCO was granted the environmental authorization to explore lithium resources in some of its mining rights in the Maricunga salt flat. During 2021, CODELCO continued to recelve the approvals of the different sectoral permits necessary to begin the exploration work in the Maricunga salt flat. The exploration campaign began in February 2022 and ended in June 2023. In March 2024, Salar de Maricunga indirectly acquired Minera Salar Blanco S.A., holder of the Blanco Project in the Maricunga salt flat. In May 2025, CODELCO announced a binding agreement with Rio Tinto for the acquisition of a 49.99% stake in Salar de Maricunga. As part of the agreement, Rio Tinto will contribute up to $850.0 million to Salar de Maricunga, which may increase up to $900.0 million depending on the production start date.
The transaction is expected to close in the first half of 2026, subject to the fulfillment of precedent conditions and the obtainment of antitrust approvals in the applicable jurisdictions.
Compañía Minera Teck Ouebrada Blanca S.A.: On September 5, 2024, CODELCO purchased from ENAMI for U.S.$520.0 million a 10.0% equity interest in Compañía Minera Teck Quebrada Blanca S.A. This company owns and operates the Quebrada Blanca mine in the Tarapacá Region, 240 kilometers from Iquique. In 2023, Quebrada Blanca completed the next stage of the original mine, called Quebrada Blanca Phase 2, which includes the operation of an open-pit mine, concentrator plant, desalination plant and all supporting facilities. The ramp- up started in 2023 and by December 2024 achieved design throughput rates. Quebrada Blanca’s fine copper production was 207,800 metric tons in 2024.
Minera Tarar SpA, (Salar de Atacama): In May 2023, CODELCO formed Minera Tarar SpA (Minera Tarar) to develop projects for the exploration and exploitation of lithium in Chile, specifically to undertake operations in the Atacama salt flat pursuant to the SQM Partnership Agreement and a lease agreement with CORFO to extract lithium from the Atacama salt flat from 2031 to 2060 (the Salar Futuro Project). The SQM Partnership Agreement aims to ensure continued lithium production from 2031 to 2060 with cleaner technologies and high environmental standards.
Technology and Research and Development Partnerships and Associations: CODELCO has entered into associations with companies and organizations that are world leaders in research and development to increase the integration of knowledge and innovation into mining processes. The following 1s a representative list of such associations: o CODELCOTec SpA: CODELCO established CODELCOTEC SpA (formerly, BioSigma S.A.) (CODELCOTEec) in 2002 with the Japanese company JX-Nippon Mining and Metals Corporation (JX-Nippon Mining) and has since increased 1ts participation to 99.0% following the exit of JX- Nippon Mining in 2016. CODELCOTEecs mission was the development of mining and metallurgy technological innovations, commercial development of processes and technology in the field of genomics, proteomics, and bioinformatics for the mining sector, and, in general, application of systems based on microorganisms, analysis, research, invention and creation, development, and implementation of new applications, processes, and uses for copper, molybdenum, lithium, and other byproducts of mining processes, insofar as they are directly related to greater use of copper. CODELCOTecs mission also includes technological monitoring of copper substitutes, representation of domestic or foreign companies and individuals or legal entities, sale and purchase, distribution, trading, import and export of such substitutes and other activities relating to the foregoing. During 2024, CODELCOTec was liquidated.
98 O Kairos Mining S.A.: Kairos Mining S.A. 1s a company created in 2006 in association with Honeywell Chile S.A., which owns 60.0% (CODELCO owns the remaining 40.0%). Kairos Minmg S.A.*s purpose 1s to provide services for the automation and control of industrial and mining activities, and to supply related technology and software licenses;
O Ecosea Farming S.A.: CODELCO, through 1ts subsidiary Innovaciones en Cobre S.A., was a 91.3% shareholder in EcoSea Farming (EcoSea), a technology-driven company setting the standard for aquaculture on a global scale. The company?*s objective was to incorporate the use of metallic copper alloy meshes for fish cultivation systems, in order to take advantage of the various benefits of copper: antimicrobial, antifouling, anti-predator, mechanically strong and infinitely recyclable. In addition, EcoSea discovered new properties that allow for lower operational costs and the expansion of offshore aquaculture in exposed areas. During 2018, CODELCO sold the technology assets of EcoSea to a group of investors and EcoSea was liquidated and dissolved.
The following table sets forth the major mining and exploration agreements to which CODELCO is a party as of September 30, 2025:
Major Mining and Exploration Agreements (As of September 30, 2025)
Partner Type Mining Co-participation in Chile SCM El Abra Freeport-McMoRan Inc. (USA) Copper Nuevo Cobre S.A Rio Tinto Chile Dos SpA (Chile) Gold SCM Purén Compañía Minera Mantos de Oro (Chile) GoldSilver Inca de Oro S.A. PanAust Minera IDO Limited (Australia) Copper Anglo American Sur S.A. Anglo American Clarent (UK) Ltd, Inversiones Anglo American Copper
Sur S.A., MC Resources Development Ltd. And Inversiones Mineras Becrux SpA
Compañía Minera Teck Quebrada Quebrada Blanca Holding SpA (Chile) Copper Blanca S.A.
Exploration Agreement Projects
Chile Puntilla Galenosa Sociedad Punta del Cobre S.A. (Chile) Copper International Liberdade Lara Exploration (Brazil) CopperGold JV CODELCO-Glencore Glencore (Brazil) Copper Grupo Propiedades Empresa Nacional Minera de Ecuador (Ecuador) Copper
CODELCO reports 1ts inventory of mining assets, distinguishing mineral resources and mineral reserves, according to Chilean and international regulation. The system described below for categorizing mineral ore, which 1s widely used within the mining industry, is codified in Law No. 20,235 and 1s regulated by an independent Chilean private entity called the Comisión Calificadora de Competencias en Recursos y Reservas Mineras (the Commission for the Qualification of Competencies in Mineral Resources and Reserves, or CQCMRR). The COCMRRK is part of the Committee for Mineral Reserves International Reporting Standards (CRIRSCO).
Additionally, given the scale of 1ts deposits, CODELCO also reports geological resources as a measure of sizing and to reflect the full potential of 1ts mineral assets.
Geological Resources Geological resources are concentrations or occurrences of materials in such form, quantity (tonnage and ore grade) and quality, based on specific geological evidence and knowledge, which allow for the calculation of the amount, ore grade and quality of the material with some level of confidence. Geological resources are identified and evaluated through exploration, reconnaissance and sampling. They are estimated based on geological knowledge
99 about the deposit, which is based on scientific concepts concerning the formation of minerals such as oxides, sulfides and mixed ores, as well as available knowledge concerning the geological continuity of the mineralized sectors. This 1s based on technical parameters, such as robustness of the genetic-geological model, and 1ts validation through drillings. Geological resources are further categorized as measured, indicated and inferred.
A geological resource 1s considered to be measured if CODELCOs knowledge of the resource 1s extensive and direct; if CODELCOs knowledge of the resource 1s substantial but less extensive, 1t is considered to be indicated; and 1£ CODELCOs knowledge of the resource 1s only indirect, 1t 1s considered to be inferred.
Mineral Resources
Once CODELCO has achieved increased knowledge about its geological resources, 1t is able to generate a long-term mining plan for the exploitation of such resources, which are then considered to be mineral resources.
Mineral resources, as well as geological resources, are sub-categorized as measured, indicated and inferred.
Ore Reserves
Ore reserves are defined as the economically mineable part of mineral resources. They include diluting materials and allowances for losses, which may occur when the material is mined. Appropriate assessments and studies have been carried out, which take into account rationally assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments address at the time of reporting whether extraction is justified. Ore reserves are sub-divided in order to increase confidence from probable ore reserves to proved ore reserves. Ore reserves are a subset of mineral resources in the same way as mineral resources are a subset of geological resources. The following diagram sets forth the relationships among the different categories of resources and reserves:
Resources and Reserves, CODELCO
RA E AEEndiA de de reee + a AAA + a
The modifying factors: Consideration of mining, metallurgical, economic, marketing), legal, environmental, social and government factors
GEOLOGICAL | RESOURCES ¡| MINERAL ORE | ¡| RESOURCES RESERVES |:
MEASURED ¡[. MEASURED PROVED |
Z O _ 1 1 z >, RG INDICATED H–| PROBABLE ¡ e INDICATED Ness 1 a ip 1
e. eee ! : AS 7 a ¡ |
100 Based on the methods and categories previously described, CODELCO’s proven and probable reserves amounted to 42.6 million metric tons of fine copper as of December 31, 2024. CODELCO”s mineral resources totaled
146.0 million metric tons of fine copper as of the same date. When considering only measured and indicated mineral resources, CODELCOS”s portfolio includes 81.5 million metric tons of fine copper. Including geological resources, as previously defined, CODELCOs total resource base comprises 390.1 million metric tons of fine copper, for a cutoff grade 0.2% copper, as of December 31, 2024.
Reserves!! Tonnage Grade copper Fine copper?
Radomiro OMIC …ooocccocccnccnnccnncocnnncnonoconoconoconcnonccon 2,103 0.49 10.2 COUQUICAMAÍA cooooooccooooconnoncnononnnnnnnnnnnnn non n nono nnonnnnnnos 1,221 0.63 1.7 Ministro 521 0.73 3.8 HaleS d.oocoooonnccncnnnonnnccncnnncnnnnoconnnnnnnocncnnnnnnncccnnnnananonos
Gabriela Mistral ……..oonnnccnnconnccncnnnnnnnnccnnnnnonanoconononos 168 0.35 0.6 SalvadOT ..ooccccccconoccccnoninnnoccnnnnnononoconnnnnnnocononononocicnnnns 765 0.49 3.8 AMIA coccccnnnnnnnccnnnnnnnnnccnnnnnnnnoroncnnononinoccnnnonanacnnnnnnnns 953 0.82 7.8 El Teniente. ..coooccnccnnncnnnccnncconoconoccnncnoncconoconoconicnnncnnns 1,057 0.83 8.8 Business and SubsidiarlesS ……cooooncccnnnnnnncnccnnnnnoniononss 772 0.47 3.6 Total o.oooococnnnnonononccccccncconononononononoccconononononnnnnnnncicccnnns 7,561 0.61 46.3
(1) Proven and Probable
(2) In millions of metric tons.
Mineral Resources! Tonnage’ Grade copper Fine copper’
Radomiro OMIC …oooccnncnnnccnnccnnoconocnnocnnncconoconioconiconoss 6.549 0,41 27,0 COUQUICAMAÍA coooooccooooocnnnnnnnnnnnnonnnnnnnnnnnonnnnonnnonnnnnnnoss 2.681 0,62 16,6 Ministro 1.981 0,71 14,1 HaleS ..occoooonncccnnncnonoconcnnnonnnoconnnnnonoroconnnonnnoccnnnonanicinns
Gabriela Mistral …….oocoonccnnccnocnnnccnccnonoconoccniccnnccninnnno 544 0,30 1,6 Salvador ….oocoooccnnccnncconccnnocnnnccnnoconoconocnnncconoconoconicinoss 2.255 0,48 10,9 AMQINA cocccccnnnnnnnnnnnocccnncnnnnnnnnnnnnnnnnnccnoncnnnnnnnononananininos 4.983 0,73 36,5 El Tenlente…ooooccnccnncccnncnnncconcconoconncnnnccnncconoconoconacinoss 5.390 0,73 39,3 Business and Subsidiaries …….occcocccnccncncconcnonccnniccnnos. 4.962 0,50 24,8 Total o.oooocccnnnnnononananccccncccnnnnonononononinccncoconononononnnnnccnncos 29.344 0,58 170,8
(1) Measured, Indicated and Inferred
(2) In millions of metric tons
Geological Resources’ Tonnage Grade copper Fine copper? Radomiro OMIC …oooccnncnnnccnnccnnoconocnnocnnncconoconioconiconoss 8,115 0.40 32.5 COUQUICAMAÍA coooooccooooocnnnnnnnnnnnnonnnnnnnnnnnonnnnonnnonnnnnnnoss 14,352 0.43 61.0 Ministro Hales……..ooccooccnoccnncconccnnoconoccnncconoconoconiconoss 2,573 0.69 17.6 Gabriela Mistral …….oocoonccnnccnocnnnccnccnonoconoccniccnnccninnnno 2,177 0.32 7.1 Salvador ….oocoooccnnccnncconccnnocnnnccnnoconoconocnnncconoconoconicinoss 3.768 0.39 14.7 AMIA conoocononnnnnnnnnnnnnnnnnnnnnonononononnnnnnonononononnnnnnnnononons 21,996 0.61 135.0 El Tenlente…ooooccnccnncccnncnnncconcconoconncnnnccnncconoconoconacinoss 16,224 0.57 91.7 Other DeposlitS …….ooooooooooooocccnnnnnnononononononnnonnnononononos 3,190 0.34 10.8 Artificial resources 5,633 0.35 19.7 Total ooooooonnnnnnnnnonononnonnnnononononononononnnnnnonononnnnnnononononons 78,027 0.50 390.1
(1) Geological resources as defined above. Cut-off grade 0.2% copper.
(2) In millions of metric tons.
The following table sets forth the copper holdings of the world and of CODELCO using the U.S. Geological Survey system as of December 31, 2024:
World CODELCO CODELCO*s (in millions of tons) (in millions of tons) share (%)
101 Identified ResQurces…..coocccocccncccnnccnncconcconoconoconoccnnrconoconocononos 1,500 390.1 26.01% Proved and Probable Reserves ……ooocccocccncconcccnoccnnccnncconocononos 980 46.3 4.72%
(1) As defined by the U.S. Geological Survey (January 2025) and with reference to identified resources.
(2) Refers to copper holdings that are measured, indicated and inferred.
Each year, the Board of Directors must approve a long-term BDP of the Company. The first three years are subject to the approval of the Ministries of Finance and Mining. This plan must include the annual investment and financing amounts in addition to the annual profits that the Company 1s estimated to generate during the period. The Ministries of Finance and Mining jointly issue a decree, pursuant to which a portion of CODELCO*s profit may be allocated by CODELCO to the creation of capitalization and reserve funds.
The 2020 BDP enables CODELCO to develop a long-term mining plan. CODELCO reviews the terms of the BDP annually to update or modify 1t for changes in business trends.
The 2020 BDP uses inferred resources to define CODELCO’s strategic vision for long-term resource development. However, the incorporation of such resources increases gradually over time, and the inferred resources become proved and probable reserves.
In the early stages of the 2020 BDP, production 1s almost exclusively based on proved and probable reserves and mining projects are at advanced stages of engineering or at the investment stage. Mining projects must support their economic evaluation based on pre-defined minimum proved and probable reserves in order to be approved for investment.
Resource Development
CODELCO controls approximately 4.7% of the worlds proved and probable copper reserves, as such terms are defined by the U.S. Geological Survey.
Potential geological resources identified by our internal exploration division as a result of projects carried out during 2024, consist of resources incorporated at various stages of exploration and have not yet been added to CODELCO*s copper resource inventory. According to our internal estimates, the potential exploration resources for this period amount to approximately 6,200 million metric tons of ore, with an average total copper grade (CuT) of
0.45%, equivalent to 27.8 million metric tons of contained fine copper. As exploration efforts advance and further evaluations are completed, these resources may be incorporated into CODELCOs copper inventory.
Production Costs of Copper
CODELCOS*”s production costs include all costs and expenses incurred in connection with the mining and production of its copper mix and related byproducts. These production costs do not include administrative and operating costs incurred in connection with the processing of other copper products purchased from third parties.
In 2024, CODELCO”s total costs and expenses decreased by 6.1 cents per pound (-1.8%) to 329.0 cents per pound, compared to 335.1 cents per pound in 2023 and 310.9 cents per pound in 2022, mainly due to the depreciation of the Chilean peso against the U.S. dollar, reduced input costs (mainly energy, spare parts, and materials), which were partially offset by higher operating costs due to equipment rentals for mine development recovery, and plant maintenance.
For the first nine months of 2025, CODELCOs total costs and expenses amounted to U.S.$8.4 billion, compared to U.S.$7.5 billion for the same period in 2024, primarily due to higher operating costs, mainly due to equipment rentals and plant maintenance and higher labor costs as a consequence of the foreign exchange rate appreciation. In 2024, CODELCOs cash cost of production was 199.1 cents per pound, compared to 203.1 cents per pound in 2023 and 165.4 cents per pound in 2022. For the first nine months of 2025, CODELCOs cash cost of production was 214.0 cents per pound, compared to 205.0 cents per pound for the same period in 2024, primarily due to higher third-party service costs and increased activity at the Rajo Inca project at the Salvador Division and the Radomiro Tomic Division. This rise was partly offset by higher production, lower energy and diesel prices, and
102 stronger byproduct revenues. For the first nine months of 2025, CODELCO”s total cash cost was U.S.$4.4 billion, as compared to U.S.$4.1 billion for the same period in 2024, including certain cash cost incurred at the corporate level. See Management’s Discussion and Analysis of Financial Condition and Results of Operations-Overview.
For the first nine months of 2025, CODELCO’s total costs and expenses rose by 22.1 cents per pound
(6.4%) to 405.4 cents per pound, from 370.2 cents per pound in the same period 0f 2024. This increase was primarily driven by higher operating costs, led by increased third-party service expenses, greater activity at the Rajo Inca project at the Salvador Division and the Radomiro Tomic Division, and the appreciation of the Chilean peso against the U.S. dollar.
The main energy sources for CODELCOs operations are electricity, liquid fuels (such as diesel, fuel oil and gasoline) and natural gas. Since 2004, there has been a restricted supply of natural gas from Argentina. With respect to liquid fuels and natural gas, these commodities are subject to price fluctuations as a result of external factors, including global energy market conditions, geopolitical developments and supply-demand imbalances.
CODELCO*s production costs have increased due to these shortages, having to rely on electricity generated from more expensive sources, such as diesel, oil or coal, and these increased costs have adversely affected CODELCOSs results of operations. Notwithstanding the foregoing, CODELCO has been promoting a strategy to:
(1) decarbonize its electricity supply; (2) adapt costs to current tariffs based in new available technologies; and (3) reduce 1ts exposure to fluctuations in commodity prices. As a result, in 2023 CODELCO renewed its current supply agreement with Pampa Solar. During 2022, CODELCO renegotiated its current supply agreements with producers and distributors of electrical energy AES Andes S.A. and Colbún S.A., to progressively shift the power supply towards renewable energy sources which should help to decrease electricity costs.
In addition, in 2018, CODELCO reached an agreement with Engie Energía Chile S.A., which guaranteed that by 2026, 70.0% of CODELCOs electricity requirements will come from renewable sources, granting CODELCO independence from the constant fluctuation of commodity prices and any additional associated costs.
In late 2009 and early 2010, as a palliative measure given the adverse effects of Argentinas restriction and in order to stabilize future energy costs, CODELCO entered into electrical supply agreements at competitive prices for a 15-year period for its facilities in the Chuquicamata Division and for a 30-year period for facilities in the middle-south region of Chile, respectively. Both supply agreements include the creation of new electrical generation capacity based on coal. Notwithstanding, the latest supply agreement was renegotiated during 2022 to progressively shift the power supply towards renewable energy sources. Furthermore, in 2018, CODELCO entered into an extension of the Chuquicamata Division contract for an additional 11-year period. This new agreement, effective as of 2025, provides for the creation of new electrical generation capacity based on renewable sources.
In August 2011, CODELCO entered into two energy and power supply agreements with Norgener S.A. for the Mina Ministro Hales Division and the Radomiro Tomic Division. CODELCO began to receive energy under these contracts in 2011 for Mina Ministro Hales Division and began in 2017 for Radomiro Tomic, in each case lasting until 2028. During 2014, AES Gener S.A. took over Norgener S.A., assigning CODELCO”s contract to AES Gener S.A, now AES Andes S.A. Both energy and power supply agreements were amended and restated on December 29, 2022. Additionally, on that same day, CODELCO and AES Andes S.A. entered into a new energy and power supply agreement for renewable sources, which became effective as of January 1, 2023, until December
31, 2040. In 2022, CODELCO and AES Andes S.A. renegotiated their agreements to replace the current supply of power based on coal with renewable energy. Similarly, during 2018, CODELCO and Engie Energía Chile S.A.
renegotiated an electrical supply agreement. The contracts that were renegotiated by CODELCO with AES Andes
S.A. and Engie Energía Chile S.A. guaranteed that by 2026, 70.0% of CODELCO”s electricity requirements will come from renewable sources, granting CODELCO independence from the constant fluctuation of commodity prices and any additional associated costs. Additionally, in early 2010, CODELCO entered into five-year supply contracts for the provision of liquid fuels for all 1ts mining sites with the main Chilean fuel distributors. In 2015, after the expiration of these contracts, CODELCO entered into a new five-year supply contract for liquid fuels. In mid-2020 CODELCO executed another five-year supply contract, and finally, in mid-2025, CODELCO entered into a new five-year supply contract, which will remain in force until 2030. In April 2012, CODELCO renewed a contract with Pacific Hydro, involving the purchase of power generation of the Coya and Pangal hydroelectric plants, for 12 years.
Since CODELCOS*Ss sale of the Coya and Pangal hydroelectric plants to Pacific Hydro in 2004, Pacific Hydro and
103 CODELCO have entered into similar supply contracts to purchase the injected energy produced by these hydroelectric plants.
With the purpose of decarbonizing its electricity supply, in January 2023, CODELCO launched an electricity supply bidding process focusing on renewable sources to procure approximately 2,500 GWhyear (which represents, approximately, 30% of CODELCOS”s electricity requirements). The resulting electricity supply contracts became effective, and deliveries commenced in January 2026. In March 2024, CODELCO successfully concluded the renewable energy public bidding process undertaken in 2023, in which more than 50 national and international companies participated. The bid was awarded to Colbún, Atlas and Innergex, for a total of 1.8 terawatt hours per year (TWhyear), equivalent to the consumption of approximately 222,000 households. In May 2024, CODELCO and Engie announced modifications to the power purchase agreement signed in 2007 with Central Termoeléctrica Andina (CTA), which currently supplies electricity to the Gabriela Mistral Division and part of the Chuquicamata Division. Under the revised agreement, CODELCO is expected to have the option to transition from CTA’s coal- based energy supply to renewable energy starting January 1, 2026, ahead of the original 2032 timeline. Thanks to these processes CODELCO is expected to be supplied from 100% renewable sources, thus moving toward achieving 1ts strategic plan goal to decarbonize its power grid before 2030. On April 22, 2025, CODELCO awarded contracts for the supply of 1.5 TWhyear of renewable energy through a public tender process concluded in 2024, where 32 companies participated in this process. The contracts were granted to Generadora Metropolitana (1 TWhyear), a joint venture between AME and Frances EDF, and GR Power Chile (0.5 TWhyear). Scheduled to commence in January 2026 and run until December 2040, these agreements include lithium-based battery storage systems and are designed to meet current and future power requirements of CODELCO”s divisions. This initiative aligns with CODELCOs commitment to transitioning to a 100% clean power grid by 2030, further underscoring 1ts dedication to sustainable mining practices and supporting Chile?s broader energy transition. Together, these initiatives underscore CODELCOs commitment to achieving a fully renewable electricity matrix by 2030-advancing its strategic goal of decarbonizing operations and contributing to Chile?s broader energy transition agenda.
CODELCO continues to develop and refine its mine management practices and programs to limit and reduce 1ts costs. These initiatives include the following: (1) improved deposit identification and mining techniques;
(11) the implementation of early retirement plans and workforce reduction programs; (111) an investment in human capital and continuing to attract and retain a world-class management team and professionals of the highest caliber; (1v) improved utilization of equipment and inputs used in the processes of copper production to increase productivity and efficiency; and (v) the development of key projects, specifically the new mine level at El Teniente, the Andina plant reallocation and the Chuquicamata underground projects.
Marketing General
Four of CODELCOs wholly-owned subsidiaries and 12 of 1ts sales representatives cover over 35 countries around the world. The following table shows the breakdown of CODELCO'”s sales by product type including third-party products for the three years ended December 31, 2024 and the nine-month period ended September 30, 2025:
Copper Sales by Product Type (in thousands of metric tons)
For the nine-month period ended Year ended December 31, September 30, 2022 2023 2024 2025 CathodeS…ooooooonnnncccnnnnnnnnnnnnnnnonnonccncononnnononononnconncnocnnnnnnnnos 1,131 1,142 1,061 693 Blisters and ANOdSS…ooooncccnncnnnnnnnnnnnononocccccnnnnnnonnnonononanonos 108 82 77 72 CONCENHTAtOS ..occcccccnncncccnnnnnnnncncnnnnononocnnnnnnonononnnnnnnanonnnnnnnn 493 442 520 404 Total ooooooonnonnonccnncncnnnnnonnnnnonononnccnnnnnnnnnnnnnnnnnnnconnonocnnnnnnnnns 1,732 1,664 1,658 1,170
104 CODELCO'”s marketing strategy is focused in three major areas: e Establishing long-term relationships. CODELCO encourages sales through annual contracts and direct long-term relationships with copper consumers.
e Quality and sales service. CODELCO focuses on product quality and sales service based on timeliness, scheduling and conditions of product delivery.
e Diversification. CODELCO has a geographically diverse sales portfolio.
Pricing and Hedging
The substantial majority of copper produced by CODELCO is sold under long-term contracts of at least one year to customers that have long-term relationships with CODELCO. The specific commercial terms of these contracts are negotiated annually by the parties for the following calendar year. As a pillar of the commercial strategy, CODELCO has committed to sell a significant portion of 1ts copper production under a rolling deal format known as evergreen contracts with certain key customers, while retaining a fraction destined to the spot market.
CODELCO’s evergreen contracts have a duration of three years from the effective date and, unless terminated by either party, are automatically renewed for an additional year at the end of the original term. The main advantage of evergreen contracts 1s to lock-in sales to key customers (and for customers to have a guaranteed supply of raw material from a key supplier) over a longer period of time. For both annual and evergreen contracts, the premium over the base price 1s negotiated annually and the base price 1s the LME cash settlement averaged over the quotation period, which according to CODELCOs commercial policy is the month following the contractual or scheduled month of shipment (referred to as M+1) for copper cathodes, and three months following the contractual or scheduled month of shipment for concentrates (also referred to as M+3). Products that are not committed under long-term contracts (which represent a small percentage of CODELCOs annual volume) are sold throughout the year at the prevailing conditions of the spot market to either consumers or merchants, allowing for operational and commercial flexibility.
Consistent with industry practice, sales of CODELCOs Grade A copper cathodes include a premium, representing an amount charged in addition to the LME copper price, for physical delivery to customers. Premium amounts for different destinations are adjusted in accordance with prevailing regional market conditions, as well as other items, such as ocean freight costs and are keyed to the standard terms of payment. For 2024, the base premium for CIF shipments (including shipping and insurance costs) to Rotterdam was U.S.$234 per metric ton, unchanged from 2023 and compared to U.S.$128 per metric ton in 2022. The base premium for 2025 remains at U.S.5234 per metric ton.
CODELCO sells its copper concentrates under long-term contracts. These contracts generally have three-year terms with fixed volume. As a general rule, contracts covering one-third of the terms on one-third of the volume are negotiated on a yearly basis. The sale price 1s based on the LME cash settlement prices for Grade A copper cathodes, credits for payable precious metals, minus certain treatment and refining charges.
Molybdenum 1s sold mainly to steel producers and merchants under annual sale contracts. Sales prices are based on prevailing monthly averages of molybdenum dealer oxide highlow prices as quoted in Metals Week for a quotation period, generally the month following the scheduled month of shipment.
CODELCO has hedged certain future copper delivery commitments and production in order to manage the risks associated with copper price volatility in the past. CODELCO currently does not have any hedged production commitments and therefore there 1s no relevant impact from hedging. See notes 29 and 30 to the Unaudited Interim Consolidated Financial Statements.
CODELCO also periodically enters into futures contracts with respect to sales of 1ts own copper in order to provide protection against fluctuation in the sale price paid by them in connection with such sales.
105 See Risk Factors-Risks Relating to CODELCOs Operations-CODELCO engages in hedging activity from time to time, particularly with respect to 1ts copper production, which may not be successful and may result in losses to CODELCO, notes 27 and 28 to the Consolidated Financial Statements and note 29 to the Unaudited Interim Consolidated Financial Statements for further details regarding CODELCOs hedging activity.
Major Export Customers
As discussed above, most of CODELCOs customers recerve shipments on a monthly basis. Consequently, CODELCOSs sales volume is relatively consistent throughout the year. CODELCO'”s sales of copper in 2024 were geographically diversified, with approximately 48.1% of sales made to Asia, including approximately 38.1% to China, as well as approximately 41.0% to North and South America and 11.0% to Europe. CODELCOs top ten customers purchased approximately 41.9% of 1ts total copper sales volume in 2024.
The following table shows CODELCOs copper sales for the years ended December 31, 2022, 2023 and 2024 to CODELCO”s top export markets and in Chile:
CODELCOS*s Copper Sales by Destination (in thousands of metric tons)
2022 2023 2024
COMA .oocccnnnnnnoccnnnnnononccnnnnnnonrononnnnnnornnnononncrnnnnnonnaccnnnoneniricannns 665 702 640 United States …..oooccccccnconncccnnnncnoncnnnnnnnonanoconnnononoconnnnnonononnnnnnnnn 254 248 313 South Korea ….ooocccccnconoccnnnnncnnncccnnnnonncoconnnononorononnnononccnonnnnnnconos 121 91 82 ChilO…ooccccnnnnonccnnononncoccnnnnnnnnocononononononnnnnnonnrononnnonanoncnonononicinnnnns 275 235 283 ÉTANCO coccconoccnnnnoccnnnncocnnnnnnocnnnnrnnnnnornnnnnnornnnnnonrnonnrcnnanoronananonnns 84 81 83 BraZdl .oooocccccnnonoccccnnncnnncccnnnnononoconnnnnononcnnnnononnconnnnnnnonncnnnnnnaninoss 80 82 86 CA S0 31 24 OLA coooooooccnnnnnnnnnccnnnnnnnnnoronnnonnnornnnnnnonononnnnnnonncrnnnnnonanocnnnnnnanicons 29 28 16 JAPAN coooooooccnnnnnnnnnnnnnononononncnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnonnnnnnnnnnnnninnnnss 29 22 23 TAIWAN cocoononcccnnnnnnonoconcnononocncnnnnnnoncrnonnnnononnrnnnnnnnnanccnnnnnnanoninnnnns 36 38 32 SPAM ccccooccnnnnnnnnnnnnnnnnonnnnnnnnn nn non non nono nono ono nn non nn ono nro nn rro rr non rrnnnnnnnos 4] 28 31 Bulgarla……..oooccccccnncnnnnnnnnnnnnnnnnnnnnonnnnnnnonnnnnnnnnnnonnnnnonnnnnnnnnnnnnoss 0 0 5 (TOOCO cooccnnnnnccnnnnnconononoconnnnnocnnononcnnnnnnrnnnnnrnnonnrncnnanacononnnonnnanonos 0 0
VOI 11 14 9 MalaySlQ…….cooccccccccnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnss 18 25 7 Thalladd ….ooocccnnnnnnnncnnnnnnnnooncnnnnnnnnccnnnnonononocononnnnnonccnnnnnnoniocinnnnos 16 15 7 VICNAM.ccocoooocccnnnnnnnooncnnnnnnnnonononnnonanonnnnnnonncrnonnnananarcnnnnnnnerinnnnns 16 5 0 OMH,OTS .cocooooncnnnnncnnnnncononononocncnnnonnnncononnnnononncnnnnnnnnonccnnnnnnonicinnnnos 40 38 45 Total oooooooooccccccnnnnoccccnnnnnnnnocononononoconnnnnnnnnonnnnnnnnonccnnnnononarinnnnns 1,765 1,684 1,683
The sales to China decreased in 2024 compared to 2023 primarily driven by lower demand related to the slow recovery in the economy of China.
Competition
CODELCO believes that competition in the copper market 1s based upon price, quality of product and timing of delivery. CODELCOs products compete with other materials, including aluminum and plastics.
CODELCO competes with other mining companies and private individuals in connection with the acquisition of mining concessions and mineral leases and in connection with the recruitment and retention of qualified employees.
Employees
On December 31, 2024, CODELCO employed 15,831 employees as compared to 15,404 employees as of
December 31, 2023. CODELCO spent U.S.$10.8 million during 2024 on staff development and training. On average, a total of 14.14 hours per person of training were held, with 15,831 employees attending multiple courses.
106 As of December 31, 2024, approximately 95% of CODELCOs employees were covered by collective bargaining agreements with labor unions. Most of these collective bargaining agreements have terms of two to three years.
In 2024, CODELCO successfully reached 25 collective bargaining agreements with unions from different divisions, including Chuquicamata, Radomiro Tomic, Ministro Hales, Salvador, Andina, Ventanas, El Teniente, Gabriela Mistral, and Headquarters. These agreements, each valid for 36 months, cover more than 12,500 employees, accounting for roughly 80% of the total workforce. In 2023, CODELCO negotiated five collective bargaining agreements and in 2022, CODELCO negotiated four collective bargaining agreements and one additional collective bargaining agreement signed in September 2021, with no conflicts or work stoppages. In 2021, CODELCO experienced a 21-day strike involving two labor unions from the Andina Division and 24-day strike involving one labor union also from Andina Division. During the first six months of 2025, CODELCO concluded a collective bargaining agreement with the workers union of the Gabriela Mistral Division, marking the completion of the company?s 2023-2025 collective bargaining cycle. In total, 26 agreements were successfully negotiated–25 during 2024, primarily through early negotiations, and one in the first quarter of 2025-covering more than 12,600 employees across all divisions and Headquarters. These agreements, each valid for 30 to 36 months, collectively represent approximately 80% of CODELCOs total workforce. In March 2024, following the fatal accident that occurred in the Radomiro Tomic division, workers went on strike demanding more safety measures. This closure resulted in an estimated production loss of approximately 30,000 tons. The strike ended after 48 hours upon reaching an agreement with the Company, in which CODELCO committed to implementing and fulfilling a series of concrete actions to improve the safety of workers at the Radomiro Tomic Division. An investigation has been initiated to determine the cause of the accident. For recent information see Summary-Recent Developments-CODELCO Reached Contract Agreements with Twenty-Five Labor Unions.
In 2022, CODELCO renewed the Strategic Pact for Chile, initially signed by the presidential administration and the Federation of Copper Workers (FTC) in 2015, which defined four key commitments for the future and the transformation of the company: competitiveness, human capital, sustamnability, and diversity and inclusion.
As of September 30, 2025, there were 62,815 employees of regular independent operating contractors and 15,704 employees of contractors involved in the development of CODELCO”s investment projects.
CODELCO has experienced material work slowdowns, work stoppages and strikes in the past. Work slowdowns, stoppages and other labor-related events could increase CODELCOs independent contracting costs, which could have a material adverse effect on the business, financial condition, results of operations or prospects of CODELCO. See Risk Factors-Risks Relating to CODELCO”s Operations-Labor disruptions involving CODELCO’s employees, or the employees of 1ts independent contractors could affect CODELCOs production levels and costs. In addition, pursuant to the Labor Code of Chile, CODELCO could be held liable for the payment of labor and social security obligations owed to the employees of independent contractors (or their subcontractors) 1f the independent contractors (or their subcontractors) do not fulfill those payment obligations. CODELCO has agreed with a Government of Chile agency to provide a framework to facilitate this agencys supervision of the labor and social security obligations owed by the independent contractors to their employees.
As part of 1ts compensation plan, CODELCO offers each employee the opportunity to partially finance the purchase of a first home or to obtain other personal loans granted through each employees severance plan. Such home loans have a term of up to 15 years, and such personal loans have a term of less than one year. Loans of both kinds provide for interest rates of actual inflation plus a margin of between 1.0% and 5.0%. As of September 30, 2025, an aggregate principal amount of U.S.$134.9 million of these loans was outstanding.
Number of Employees by Division”
January 1 to
January to December Variation (%) September 30, Divisions 2022 2023 2024 20232024 2025 COUQUICAMAÍA cooocccoconoooonnnnnnnnnnnnnnnnnnnnnnonononnnnnos 3,835 3,593 3,935 9.5 3,900 Radomiro TOMIC …ooccooccnncnnnccnncconocnnnconoconaconnnes 1,289 1,333 1,459 9.5 1,469 Gabriela Mistral …….ooooconnnnncccnnnncncnccnnnnncnnniononos 481 507 495 -2.4 488 Mina Ministro Hales ………..ooonccnnnncccnnnniccnnnnnnso. 788 824 820 -0.5 829
107 Salvador c.oooooooccnnonoccncnonccncnnonannononananononnonccnnnnoss 1,491 1,468 1,477 0.6 1,472
ANIMA .ooocccnnnoonnnonononononononncononnnonnnnnnnnnonnnnncnnnnos 1,424 1,449 1,520 4.9 1,560 El Teniente ….occcnonococnncnnnononnnnnnnnnonononnnnnanannnnnnns 3,838 3,976 3,971 -0.1 3,935 Headquarters …..ooocccccnncnnnnnnnnnnnnnnnonnnnnnnnnnnnnnnnnns 784 755 743 -1.6 692 VedtNAS cocccccccnoncnonnonnnnn cnn nono cnn nro nnnnnnnnnnnnnnn o 769 537 451 -16.0 448 Shared Services (Vice Presidency of Projects) 875 749 821 9.6 781 Internal AUditiN8 ……..ccccccccncnnnnnnnnnnnnnnnnnnnnnnnnoss 43 49 46 -6.1 45 Total ooooooococcnnnoooocononoconnoncnnncncnnnonnnnnnncnnnnnnnononnns 15,789 15,404 15,831 2.8 15,140
(1) Average number of employees for the periods presented.
Occupational Health and Safety
CODELCO, through its structural project on occupational safety and health, has established occupational health and safety performance indicators aimed at avoiding serious and fatal accidents and occupational 1lInesses.
In 2025, there were six fatalities involving CODELCO personnel or contractors. For more information, see Summary-Recent Developments-Fatal accident at El Teniente Division. This compares to one fatal accident in 2024, two fatalities in 2023, and two fatalities in 2022, all involving either CODELCO personnel or contractors.
The total number of lost time accidents in 2022 was 86, and the accident frequency rate was 0.61 accidents per million hours worked. In 2023 lost time accidents was 119, and the accident frequency was 0.50 accidents per million hours worked. In 2024 lost time accidents was 81, and the accident frequency was 0.54 accidents per million hours worked. As of September 30, 2025, the current total number of lost time accidents was 335 and the accident frequency was 0.66 accidents per million hours worked.
Comptroller General of the Republic
During 2017, the Comptroller issued three declarations (Opinions No. 15.759 and No. 18.850, both from 2017, and Final Auditor Report (Informe Final de Auditoria) No. 9002016, from a 2016 audit) that affect CODELCO. Two of these declarations are opinions related to labor relations that: (1) query whether CODELCO could provide greater benefits to 1ts employees than those currently established by law and (11) state that, although CODELCO may continue to engage in collective bargaining with 1ts employees, the Comptroller reserves the right to evaluate the amounts agreed upon. The third declaration was the result of an audit report, which maintained that CODELCO was subject to the provisions of the Public Procurement Law (Law No. 19,886) that relates to: (1) the prohibition on contracts between related parties and (11) the mandatory public tender of contracts through the rules that apply to public services. CODELCO has filed administrative appeals against all three declarations issued, and subsequently filed an action of annulment against the three declarations issued by the Comptroller. The action of annulment was denied and in October 2020 CODELCO appealed the decision. In December 2022, CODELCO withdrew the appeal after signing a joint agreement with the Comptroller that promotes the transparency and protection of integrity, as well as the commercial nature of a State-owned companys operations as 1t develops in a competitive market.
CODELCO had estimated a negative effect of approximately U.S.$100.0 million due to an unfavorable outcome of litigation, caused by the delay in awarding specific contracts and investments and related reduction in production. In December 2022, CODELCO and the Comptroller entered into a collaboration agreement aimed at safeguarding probity and transparency in the operations carried out by CODELCO in the market, ending the dispute with the withdrawal of the lawsuit by CODELCO.
Legal Proceedings
CODELCO is party to various legal proceedings in the ordinary course of business. Other than as disclosed in this offering memorandum, CODELCO is not currently involved in any litigation or arbitration proceeding, including any proceeding that is pending or threatened of which we are aware, which we believe will have, or has had, a material adverse effect on the Company. Other legal proceedings that are pending against or involve us and our subsidiaries are incidental to the conduct of our and their business.
108 We believe that the ultimate resolution of such other proceedings individually or on an aggregate basis will not have a material adverse effect on our consolidated financial condition or results.
Labor-Related Proceedings
We are involved in several legal actions related to labor claims from unions and, in particular, former employees.
These labor disputes relate to working conditions, union practices, wrongful terminations, alleged labor rights violations and discrimination. These are routine litigation cases, and we do not expect these disputes to have a material adverse effect on our financial condition or future results of operations.
Proceedings Related to the Fatal Accident at El Teniente Division
On July 31, 2025, a seismic event occurred at the El Teniente mine, resulting in the tragic loss of six lives. The incident led to the launch of external and internal investigations in connection with the event.
Two complaints in connection with the event have been filed against Andrés Music Garrido, former general manager of the El Teniente Division, Máximo Pacheco Matte, Chairman of the Board of Directors of CODELCO, a representative of Constructora Gardilcic, an independent contractor of CODELCO, and any persons deemed responsible for the incident. The complaints were filed by family members of two deceased workers and allege liability for the tort of homicide for the death of two victims of the accident on behalf of their respective families.
Further proceedings are pending as of the date of this offering memorandum. For more information on the accident, see Summary-Recent Developments-Fatal accident at El Teniente Division.
Other Proceedings:
In August 2023, CODELCO filed a civil claim in an arbitration process in Chile against Consorcio Belaz Movitec SpA (CBM) and its joint debtors, Movimiento de Tierra y Construcción S.A. (Movitec) and Sociedad Anónima Abierta Belaz – Compañía Administradora del Holding (Belaz), for expenses related to delays, compensation for damages, renmbursement of severance payments and restitution of improperly charged general expenses. CODELCO”s claims amount to approximately Ch$70,936,507,563 (approximately U.S.$79.4 million) plus interest. CBM and Movitec filed several counterclaims against CODELCO for compensation for damages, claliming a series of damages resulting from pending payment statements, unpaid change notices, additional resources used in the work, among others. The amount of the counterclaim filed by CBM amounts to ChS176,575,220,314 (approximately U.S.$197.8 million) plus interest. Movitec reserved the determination of the nature and amount of the damages claimed for the stage of enforcement of the judgment. In the arbitration proceedings, the issuance of the expert report requested by the parties remains pending.
Additionally, in early November 2025, Francisco Aninat resigned from his position as arbitrator. The Arbitration and Mediation Center appointed María Teresa Muñoz, a new arbitrator, in January 2026. With this appointment, the arbitration will continue in the procedural stage 1t was in before the resignation of Francisco Aninat.
Accordingly, the parties must now submit their observations to the expert report previously requested by both sides.
In connection with an injunction request filed by CBM against CODELCO, the highest courts of justice (the Court of Appeals of Copiapó and the Supreme Court of Chile), have ordered CODELCO to pay Ch$11,734,559,342 (approximately U.S.$13.1 million), corresponding to Payment Statement No. 23, and to provision Ch$4,415,816,192 (approximately U.S.$4.9 million), plus Ch$1,026,602,196 (approximately U.S.$1.2 million, corresponding to taxes and readjustments), in order for CBM to proceed with the demobilization of the equipment, machinery and other assets still located at the El Salvador Division.
In July 2020, the State Defense Council (Consejo de Defensa del Estado, a public entity in charge of defending the Chilean Republic in courts) filed a claim against CODELCO seeking environmental rehabilitation measures for alleged environmental damage to water sources and vegetation surrounding the Salar de Pedernales due to surface and underground water use between 1994 and 2017 by CODELCOs El Salvador Division. On November 16, 2020, CODELCO filed its response, and subsequently the parties to this proceeding agreed to and filed a settlement agreement, which was approved by the Environmental Court. As of the date of this offering memorandum, CODELCO is in compliance with its commitments under such settlement agreement.
109 In October 2019, CODELCO was served notice of a civil claim filed by relatives of 139 former employees from the Andina Division, alleging that working conditions caused the former employees to contract silicosis clalming compensation on behalf of the former employees. The claim requests compensation in an aggregate amount of approximately U.S.$15.1 million. A final ruling is still pending.
In July 2019, Ingeniería y Maquinarias Indak Limitada (Indak) filed a civil clarm against CODELCO for contractual liability and payment of damages, loss of profits, loss of opportunities and moral damages, plus interest thereon, in the amount of approximately Ch$32,511,347,985 (approximately U.S.$36.3 million). The trial took place before the Diego de Almagro Court, and in the definitive judgment -dated August 16, 2023- the court accepted CODELCOSs argument pertaining to lack of jurisdiction. The opposing party appealed the decision before the Court of Appeals of Copiapó. The Court upheld the judgment on August 20, 2024, in favor of CODELCO. Indak submitted an appeal based on legal arguments (casación) before the Supreme Court. CODELCO, in turn, challenged the admissibility of the appeal. On November 8, 2024, the Supreme Court declared the appeal inadmissible on the grounds of manifest lack of merit.
In April 2018, Trébol Minerals S.A. filed a civil clanm agarnst CODELCO*s El Salvador Division claimming payment of unpaid services, damages, loss of profits and moral damages, plus interest thereon, in the amount of approximately U.S.$10.2 million. On March 25, 2025, the Civil Court of Diego de Almagro issued the first instance final award, ordering CODELCO to pay to Trébol Minerals S.A. Ch$275,000,000 (approximately U.S.$300,000 and
U.S.$550,000 considering interest), which 1s less of 3% of the amount claimed. Both parties filed their appeals before the Court of Appeals of Copiapó. On May 22, 2025, the parties entered into a settlement agreement and mutual release, under which CODELCO agreed to pay 13,500 UF, approximately U.S.$560,000, in two installments: first, upon certification of the finality of the relevant order (res judicata), and second, upon removal of the crushing plant by Trebol Minerals S.A. On June 24, 2025, the court certified the finality of the relevant order, and the first payment was scheduled for June, 2025. However, the second and final payment remains contingent, since Trebol Minerals S.A. has not complied with the obligation to remove the crushing plant. Based on this breach, CODELCO sent a formal notice to Trebol Minerals S.A. which (1) informed that the contractual deadline for the removal of the crushing plant had elapsed, (11) consequently sought to enforce the late-performance penalty of 6,750 UF (the same amount of the second installment), (111) notwithstanding the right of CODELCO to initiate the arbitration provided for in the settlement agreement, sought, as a primary claim, a declaration that the crushing plant had been abandoned for more than a decade -1ndeed in contravention of prior court orders- and that, as a result, CODELCO had acquired title to 1t, and as a second and subsidiary claim, specific performance of the obligation to remove the crushing plant, both with a claim for compensation for the real damages suffered by CODELCO as a result of Trébol Minerals S.A.s breach, and (1v) set forth that, in the event that Trébol Minerals S.A. removed the crushing plant, the late-performance penalty of 6,750 UF would be set off against the second installment.
On June 30, 2016, the Union of Independent Workers, along with a group of artisanal fishermen, divers of Caleta de Horcón and other residents of the boroughs of Quintero and Puchuncaví filed a lawsuit before the Second Environmental Court against the Ministry of the Environment and eleven companies located in the industrial area of the Quintero bay, including CODELCO, seeking mitigation, remediation and restoration of alleged environmental damage caused by pollution that has affected the Quintero bay over the past decades. The discovery period has since ended, and a final ruling 1s pending.
On March 25, 2024, Liebherr Chile SpA (Liebherr) filed an arbitration claim against CODELCO, seeking the termination of a certain contract of maintenance services for mining trucks and compensation for damages.
Liebherr demands that the contract be terminated due to CODELCO*s alleged breach and requests compensation amounting to Ch$ 38,014,000,000 (approximately U.S.$38,000,000), including loss of profits and direct damages for spare parts or stock and labor costs. In 1ts subsidiary claims, Liebherr requests specific performance of the contract. CODELCO has filed a counterclaim requesting that the contract be terminated due to Liebherr?s material breaches and confirming that no pending obligations remain. At present, the arbitral proceedings are at the evidentiary phase. The parties have already submitted their respective documentary evidence, the expert witness hearings offered by each party have been conducted, and the documentary disclosure hearing requested by Liebherr has taken place. In addition, the arbitrator carried out on-site inspections at both Liebherrs facility located in the northern region of the country -namely, the La Negra warehouse-and the company?s warehouse located in Recoleta. Furthermore, the arbitral tribunal appointed DICTUC as the court-appointed expert, and two expert
110 hearings were held during the month of August, followed by an additional hearing in September. As of the date of this offering memorandum, the expert report to be issued by DICTUC remains outstanding.
On August 22, 2024, the SMA filed two charges against CODELCOs Ministro Hales Division, citing a failure to implement environmental measures related to the Talabre tallings dam. CODELCO has launched a Compliance Program (PdC) with 11 actions totaling U.S.$42,000,000 to address the issues raised by the SMA. This program advances and strengthens environmental controls for seepage management at the Talabre Tailings Dam, while permanent solutions are implemented through the Environmental Impact Study for the Future Ministro Hales Development Project and the Talabre Thickened Tailings Project. SMA is analyzing the submitted document. A final decision 1s pending.
In November 2024, the Superintendency of the Environment (Superintendencia de Medio Ambiente, or SMA) filed a charge against CODELCO”s Potrerillos Smelter, located in Diego de Almagro, Atacama Region, for falling to implement inline connection of the continuous monitoring system for sulfur dioxide (SO) emissions, as required by SMA instructions related to the Supreme Decree No. 28 (2013). The SMA has initiated a sanctioning process in line with Chilean environmental regulations. CODELCO submitted a written statement of defense. A final decision is pending. The sanctions that may be applied by the agency include the revocation of the Environmental Approval Resolutions (Resolución de Calificación Ambiental or RCA, closure, or fines of up to 5,000 UTASs (approximately U.S.$4,300,000.00).
In June 2020, the SMA filed charges against CODELCOs Andina Division due to tallings spillage into the El Cobre and Chacabuco Estuaries, not reporting monitoring, not having compromised pools and presenting flow exceedances in discharges. The procedure has been suspended since March 2021. A final decision 1s pending.
In May 2021, the SMA filed charges against CODELCOs Salvador Division for failure to comply with the condition of handling process water in a closed circuit and late cleaning of sectors affected by spills. SMA decided to sanction CODELCO with a fine monetary penalty currently in the process of legal claim. A final decision 1s pending.
On May 29, 2023, the Supreme Court of Chile ordered the reopening of review proceedings for RCA No.
275-B1994, Long-Term Tailings Disposal System: Ovejería Reservoir Project, to assess the adequacy of the Infiltration Monitoring and Control Plan at the Ovejería Reservoir Project. The Environmental Assessment Service (Servicio de Evaluación Ambiental) reopened such proceedings in October 2024 and CODELCO has provided information in connection with the review, as have other public agencies. The Environmental Assessment Service 1s expected to make its decision in coming months and, as of the date of this offering memorandum, 1t is expected that the plan will be declared sufficient or, 1f not, that 1t should be supplemented with certain actions. No material impact on CODELCO is expected. On November 17, 2025 the Metropolitan Region Environmental Assessment Commission voted in favor of the Environmental Assessment Service’s proposal to approve the review, considering the control plan measures to be adequate. A formal resolution 1s expected to be issued and notified.
In December 2024, the SMA filed charges against CODELCO”s El Teniente Division, Ministro Hales Division, and Chuquicamata Division for falling to implement online connection of the continuous monitoring as required by SMA instructions. The three divisions submitted compliance programs, which were accepted by the SMA. The measures were implemented and, as of the date of this offering memorandum, a final resolution from the SMA 1s pending.
CODELCO believes that 1t has meritorious defenses against all claims and, accordingly, is vigorously defending its rights and interests in these proceedings.
After unsuccessful attempts to negotiate with the Republic of Ecuador, CODELCO decided to take the following legal actions to ensure its rights in the Llurimagua project:
I. Proceeding under ICSID rules (request for arbitration filed on December 24, 2021): (a) Parties: Republic of Ecuador and CODELCO. The arbitration began in 2021, after Ecuador ratified the ICSID Treaty.
111 (b) Legal action: Treaty violation (c) Status: Suspended in its initial stage. The arbitral tribunal decided to suspend the proceeding until a decision 1s rendered in an ICC process.
Il. Proceedings under ICC rules (request for arbitration filed on April 8, 2021): (a) Parties: CODELCO, Empresa Nacional Minera del Ecuador (ENAMI EP) and the Republic of Ecuador.
(b) Legal actions: CODELCO claimed specific performance of the agreements and a subsidiary petition for damage compensation.
(c) Status: Award issued and notified. The arbitral court ruled that Ecuador incurred in liability for falling to comply with the obligation to negotiate in good faith the agreements and ordered Ecuador to pay 51% of the costs of advanced exploration and maintenance of the project. By virtue of this award, the court ordered Ecuador and ENAMI to reimburse CODELCO US$ 25,377,441, corresponding to the costs incurred by CODELCO during Phase 2 of the Agreements in excess 0f 49% corresponding to its future participation in the associative vehicle as of September 13, 2016, plus the costs of maintaining the Project until the date of issuance of the award with interest plus a fee calculated on the date of payment. According to preliminary calculations, the total amounts under this proceeding would amount to approximately U.S.$40.0 million.
CODELCO is assessing whether to resume the ICSID arbitration procedure in order to seek compensation for the rest of the damages.
Since September 2024, CODELCO has participated as an injured party in a criminal investigation initiated against former Justice of the Chilean Supreme Court Ángela Vivanco, her partner Víctor Migueles, and attorneys Mario Vargas and Eduardo Lagos. The investigation relates to the alleged commission of bribery and corruption offenses in connection with the processing of an injunction request filed by Consorcio Belaz Movitec SpA (CBM) against CODELCO before the Chilean Supreme Court during 2023-2024. As a result of such judicial proceedings, CODELCO disbursed more than U.S.$17 million in favor of CBM. While the underlying civil dispute with CBM is currently being resolved through arbitration proceedings, the purpose of this criminal case 1s to determine the potential criminal liability of the individuals under investigation.
In November 2025, CODELCO formally filed a criminal complaint against the four individuals mentioned above, with the purpose of safeguarding its property rights, actively contributing to the clarification of the investigated facts, and pursuing any liabilities that may arise under applicable Chilean criminal law. CODELCO has provided all relevant information and has cooperated on an ongoing basis with the investigation conducted by the Public Prosecutor?s Office. As part of the proceedings, the courts have ordered personal precautionary measures against the defendants, three of whom are currently subject to pre-trial detention, and have also authorized, at CODELCOS*”s request, asset-preservation measures over property owned by the defendants, aimed at securing assets for the potential satisfaction of CODELCO”s claims.
The case 1s currently at the formal investigation stage, with various investigative measures still pending, as well as the final determination of any potential criminal liabilities.
For additional details related to CODELCO”s litigation and contingencies and amounts of probable loss with respect to lawsuits and legal actions, see note 31 to the Consolidated Financial Statements.
112 OVERVIEW OF THE COPPER MARKET Copper 1s an internationally traded commodity, the price of which is effectively established on terminal markets including the LME and COMEX. The following table sets forth quarterly average prices for refined copper since 2020 on the LME:
Average Copper Price (¿Pound) 2020 FlrSt QUATteT …ooooonnccnnnnnnnnoncnnnnnnnononoccnnnnonononcnonnnonononnrrnnnnnnarnnnnn non nnnrnnnnnnnonnnrrnnnnnnnnnnnoronnnonananrrrnnnnnnnnnnincnnns 255.7 Second QUATÍOL …ooooooooccccnnnnnnnnococonnnonononoccnnnnnnnnnrornnnnnnnorrrnn non nono rrnnnn nn nano rnnnnnnnnnnnrrrnnnnnnnnnnrnnnnnnnnnnnccnnnnnnnnns 243.0 IO 295.7 Fourth Quarter ….ooocccccnnnoonnccnnnonononocccnnnnononanocononononanornnnnnnnorrrnnnnnnnnnrrrnnnnnnnnnnrrnnnnnnnnnarrnnnnnnnnnnrrcnnnnnnnanacinnns 325.1 2021 FlrSt QUATteT …ooooonnccnnnnnnnnoncnnnnnnnononoccnnnnonononcnonnnonononnrrnnnnnnarnnnnn non nnnrnnnnnnnonnnrrnnnnnnnnnnnoronnnonananrrrnnnnnnnnnnincnnns 385.7 Second QUATÍOL …ooooooooccccnnnnnnnnococonnnonononoccnnnnnnnnnrornnnnnnnorrrnn non nono rrnnnn nn nano rnnnnnnnnnnnrrrnnnnnnnnnnrnnnnnnnnnnnccnnnnnnnnns 440.0 IO 425.1 Fourth Quarter ….ooocccccnnnoonnccnnnonononocccnnnnononanocononononanornnnnnnnorrrnnnnnnnnnrrrnnnnnnnnnnrrnnnnnnnnnarrnnnnnnnnnnrrcnnnnnnnanacinnns 435.6 2022 FlrSt QUATteT …ooooonnccnnnnnnnnoncnnnnnnnononoccnnnnonononcnonnnonononnrrnnnnnnarnnnnn non nnnrnnnnnnnonnnrrnnnnnnnnnnnoronnnonananrrrnnnnnnnnnnincnnns 453.5 Second QUATÍOL …ooooooooccccnnnnnnnnococonnnonononoccnnnnnnnnnrornnnnnnnorrrnn non nono rrnnnn nn nano rnnnnnnnnnnnrrrnnnnnnnnnnrnnnnnnnnnnnccnnnnnnnnns 431.5 IO 351.3 Fourth Quarter ….ooocccccnnnoonnccnnnonononocccnnnnononanocononononanornnnnnnnorrrnnnnnnnnnrrrnnnnnnnnnnrrnnnnnnnnnarrnnnnnnnnnnrrcnnnnnnnanacinnns 362.9 2023 FlrSt QUATteT …ooooonnccnnnnnnnnoncnnnnnnnononoccnnnnonononcnonnnonononnrrnnnnnnarnnnnn non nnnrnnnnnnnonnnrrnnnnnnnnnnnoronnnonananrrrnnnnnnnnnnincnnns 404.9 Second QUATÍOL …ooooooooccccnnnnnnnnococonnnonononoccnnnnnnnnnrornnnnnnnorrrnn non nono rrnnnn nn nano rnnnnnnnnnnnrrrnnnnnnnnnnrnnnnnnnnnnnccnnnnnnnnns 383.9 IO 379.0 Fourth Quarter ….ooocccccnnnoonnccnnnonononocccnnnnononanocononononanornnnnnnnorrrnnnnnnnnnrrrnnnnnnnnnnrrnnnnnnnnnarrnnnnnnnnnnrrcnnnnnnnanacinnns 371.3 2024 FlrSt QUATteT …ooooonnccnnnnnnnnoncnnnnnnnononoccnnnnonononcnonnnonononnrrnnnnnnarnnnnn non nnnrnnnnnnnonnnrrnnnnnnnnnnnoronnnonananrrrnnnnnnnnnnincnnns 382.5 Second QUATÍOL …ooooooooccccnnnnnnnnococonnnonononoccnnnnnnnnnrornnnnnnnorrrnn non nono rrnnnn nn nano rnnnnnnnnnnnrrrnnnnnnnnnnrnnnnnnnnnnnccnnnnnnnnns 440.4 IO 410.3 Fourth Quarter ….ooocccccnnnoonnccnnnonononocccnnnnononanocononononanornnnnnnnorrrnnnnnnnnnrrrnnnnnnnnnnrrnnnnnnnnnarrnnnnnnnnnnrrcnnnnnnnanacinnns 418.1 2025 FlrSt QUATteT …ooooonnccnnnnnnnnoncnnnnnnnononoccnnnnonononcnonnnonononnrrnnnnnnarnnnnn non nnnrnnnnnnnonnnrrnnnnnnnnnnnoronnnonananrrrnnnnnnnnnnincnnns 423.9 Second QUATÍOL …ooooooooccccnnnnnnnnococonnnonononoccnnnnnnnnnrornnnnnnnorrrnn non nono rrnnnn nn nano rnnnnnnnnnnnrrrnnnnnnnnnnrnnnnnnnnnnnccnnnnnnnnns 431.8 IO 444.2 Fourth Quarter ….ooocccccnnnoonnccnnnonononocccnnnnononanocononononanornnnnnnnorrrnnnnnnnnnrrrnnnnnnnnnnrrnnnnnnnnnarrnnnnnnnnnnrrcnnnnnnnanacinnns 503.5
Source: London Metal Exchange, Daily Average Settlement.
113 The following graph compares average market prices for copper and the level of LME, Shanghai Metal Exchange and COMEX inventories from 2000 through September 30, 2025:
Copper Prices and Inventories on Commodities Exchanges c 1,600 50 £1b 1,400 – 450
– 400 1,200 –
– 350 1,000 –
– 300 800
– 250 600 | 200 400 | 150 200 | 100 0 50
1998 2000 2002 2004 2006 2008 2010 2012 2014 2016 2018 2020 2022 2024
Source: Metal Exchanges: London, COMEX and Shanghai.
Historically, copper prices have been subject to wide fluctuations and are affected by numerous factors, including international economic and political conditions, levels of supply and demand, the availability and costs of substitutes, inventory levels maintained by producers and others and actions of participants in the commodities markets. To a lesser extent, copper prices are also subject to the effects of inventory carrying costs and currency exchange rates. In addition, the market prices of copper have occasionally been subject to rapid short-term changes.
See Risk Factors-Risks Relating to CODELCOs Operations-CODELCOs business 1s highly dependent upon the price of copper.
Opportunities for Copper
Since 2005, copper prices have experienced significant volatility. LME copper prices averaged 414.9 cents per pound in 2024 compared to 384.5 cents per pound in 2023 and 399.0 cents per pound in 2022. Prices were impacted by slower growth in China during 2022 and 2023, which weighed on global demand. In 2024, prices recovered, supported by supply disruptions and operational challenges among major copper producers. So far in 2025, prices have remained volatile due to persistent supply constraints, rising geopolitical uncertainty, and renewed trade tensions between the United States and China, including uncertainty surrounding potential tariffs. See Risk Factors-Risks Relating to CODELCOs Operations-CODELCO”s business 1s highly dependent upon the price of copper.
There 1s also increased general use of copper tubing, particularly in air conditioning systems. The quantity of copper consumed in electrical applications in cars, trains and other vehicles has also increased. In the electricity generation and transmission area, the control of energy losses and a growing concern for higher energy efficiency are factors that have tended to increase demand for copper, becoming the main copper usage. The termination of widespread substitution of aluminum for copper in overhead high-voltage transmission lines also bodes well for the metals future.
Historically, demand and supply of copper have demonstrated continued growth during periods of oversupply as well as periods of overconsumption. The following graph shows the historical development of copper supply, demand and stocks in the world from 2000 to 2029 (in thousands of metric tons):
114 Refined Copper Supply and Demand Worldwide Balance
35,000 350] ¿Lobo 15,000 ]
19.00% 3 06 ta
E E a ad Ea D
Hilánxe (41.1
OA, a
Source: CRU, Copper Market Outlook, June 2025
Ss E 5 un par pur mn E > pi LE!
115 taz cs art 1)
Gz0r REGULATORY FRAMEWORK Overview of the Regulatory Regime
CODELCO is a mining, industrial and commercial state-owned enterprise of indefinite duration with its own legal personality and capital. CODELCOS”s relationship with the Government of Chile 1s conducted through the Ministry of Mining. CODELCO was incorporated pursuant to Decree Law No. 1,350 of 1976, as amended by Law 20,392. CODELCO is governed by Decree Law No. 1,350 and by Decree No. 146 of August 12, 1991, as amended (to conform the same with Law 20,392) by Decree No. 3 of January 13, 2012 issued jointly by the Ministries of Finance and Mining, and published in the Official Gazette on July 4, 2012, which sets forth CODELCO”s current bylaws, and the general legal framework applicable to private companies regarding public disclosure (rules applicable to publicly held companies), and other applicable regulations. CODELCOs principal corporate purpose is to exercise all rights acquired by Chile pursuant to the nationalization of the Chilean mining industry, namely mining, exploration and the development of mining deposits and other rights belonging to Chile at the time of CODELCO”s incorporation in 1976.
CODELCO is subject to the oversight of: (1) the Chilean securities authority, the CMF, on the same terms as publicly held corporations (CODELCO is registered under the Securities Registry No. 785 of the CMF) and
(11) the Chilean Commission of Copper (Comisión Chilena del Cobre, or COCHILCO or the governmental agencies that, among other authorities, are responsible for examining the compliance with certain regulations applicable to CODELCOs activities and report the relevant findings to 1ts Chief Executive Officer. Furthermore, other government agencies in charge of specific areas, such as taxes and customs, exercise their legal authorities with respect to CODELCO as they do in regard to any other company of the Chilean private sector. The House of Deputies (Cámara de Diputados) of the Chilean Congress also maintains an overarching authority to oversee CODELCO mn the exercise of its constitutional duties.
Chilean law requires CODELCO to obtain the approval of the Ministry of Finance before 1t can assume any financial indebtedness and before 1t can acquire assets outside Chile with financial or payment terms exceeding one year. Although CODELCO is 100% owned by 1t, the Government of Chile 1s not legally liable for CODELCOs obligations unless expressly guaranteed by the Government of Chile, nor do such obligations form any part of the direct public debt of the Government of Chile. A constitutional amendment would be required to allow private participation in CODELCOs ownership.
Each year, the Board of Directors must approve the BDP report of the Company for the following three years, subject to the approval of the Ministries of Finance and Mining. This plan must include the annual investment and financing amounts in addition to the annual profits that the Company 1s estimated to generate during the period. The Ministries of Finance and Mining jointly issue a decree pursuant to which a portion of CODELCOs profit may be allocated by CODELCO to the creation of capitalization and reserve funds.
CODELCOs Board of Directors must also submit its proposed annual budget to the Ministries of Finance and Mining for approval. In addition, Decree Law No. 1,350 requires CODELCO to include as part of 1ts proposed annual budget a debt amortization budget that includes interest and principal payments on CODELCOs debts, including the notes. CODELCOs budget and financial statements are subject to both internal and external controls.
CODELCOs Board of Directors 1s responsible for monitoring its operations, and CODELCO retains independent auditors to audit 1ts consolidated financial statements and an internal comptroller to review 1ts finances, accounting and administration.
CODELCOs Board of Directors approved corporate governance guidelines consistent with 1ts high transparency, probity and accountability standards which: (1) establish limits and controls on the use of resources of the Board of Directors; (11) implement a transparent and traceable system for the handling of hiring requests, promotions and redundancies of CODELCOs officers and employees; (111) regulate the relationships between members and management of the Board of Directors with related parties; and (1v) establish guidelines for corporate speakers. CODELCOs Board of Directors also agreed to consider directives that: (1) regulate lobbying activities within CODELCO; (11) strengthen and reform internal audit systems; and (111) strengthen policies to avoid any conflicts of interest.
116 Mining Regulations
Legal framework. CODELCOs exploration, mining, milling, smelting and refining activities are subject to Chilean laws and regulations which are generally applicable to all Chilean companies in the mining sector. The legal framework which regulates CODELCO as a holder of mining concessions 1s contained in the Chile*s Constitution, the Constitutional Law Governing Mining Concessions (Law No. 18,097 of January 21, 1982) and the Mining Code (Law No. 18,248 of October 14, 1983). Under Chilean mining law, the state 1s the owner of all mineral and fossil substances located in their natural deposit, regardless of who owns the surface land in which such substances are located. Private persons and companies may obtain mining concessions for exploration and exploitation. These concessions are granted by judicial resolutions in accordance with the Mining Code.
Mining concessions are transferable and mortgageable and regulated by the same civil law that regulates real estate rights generally. As a general rule, the owner of a mining concession may occupy as much of the surface land as 1s necessary for mining activities upon the creation of a mining easement or upon other authorization given by the landowner, such as a lease agreement or an occupation authorization. Mining easements can be obtained by way of direct negotiation with the surface land owner (Voluntary Easement Agreement) or by way of a judicial claim for mining easement filed against the landowner before the relevant court. Regardless of how the mining easement is obtained, the holder and occupier servient estate (the property burdened by the easement) has the right to be compensated for any damages caused by the imposed easements and the mining activities that may affect the property. Exploitation concessions have an indefinite duration. Exploration concessions are granted for four years and may be extended for a maximum of four additional years subject to providing evidence of having undertaken exploration works, having obtained an environmental approval for an exploration project, or having submitted an exploration project for environmental impact assessment. Prior to the expiration of the exploration concession, the owner has priority in applying for exploitation concessions over the area comprised by exploration concessions.
As a result of the amendments introduced by Law No. 21,420, as of January 1, 2025, owners of mining concessions must pay an annual fee equivalent to approximately U.S.$4.2 per hectare in the case of exploration concessions and approximately U.S.$7.0 per hectare in the case of exploitation concessions during the first five years of the concession, progressively increasing thereafter until U.S.$16 per hectare as of the thirty first year of the concession. However, holders of exploitation mining concessions can apply for a reduced license of approximately
U.S.$7 per hectare, by providing evidence to the Geology and Mining National Service (SERNAGEOMIN) of being effectively undertaking mining works on the concession, or that such mining concessions are part of a project that elther has an environmental approval or has been submitted for environmental impact assessment. Exploitation fees, within certain limits, may be credited to income taxes originated through the exploitation of the concession.
Payments of the annual fees must be made in March of each year. Failure to make the annual fee payments may result in the loss of title to the concession through 1ts auction.
CODELCO owns mining concessions for 1ts exploration and exploitation operations. Some of these concessions were previously held by foreign private mining companies before being transferred to the State of Chile in 1971 pursuant to the nationalization of copper and subsequently to CODELCO upon its incorporation in 1976 (Chuquicamata, Salvador, Andina and El Teniente Divisions). CODELCO”s principal and actual mining concessions are those which give rights to the mineral deposits of the Chuquicamata, El Teniente, Andina, Salvador, Radomiro Tomic, Gabriela Mistral and Mina Ministro Hales Divisions. CODELCOs concessions relating to the area that 1s currently being mined essentially grant an indefinite right to conduct mining operations in that land, provided that annual concession fees are paid. In 2021, CODELCO paid total concession fees of U.S.$7.28 million and in 2022, CODELCO paid total concession fees of U.S.$8.01 million. In 2023, CODELCO paid total concession fees of
U.S.$7.92 million, in 2024, CODELCO paid total concession fees of U.S.$14.9 million and as of September 30, 2025, CODELCO paid concession fees of U.S.$42.6 million.
Pursuant to the Mining Code, all mining concessions, as well as certain raw materials, assets and other property permanently dedicated to the exploration or extraction of minerals cannot be subject, except in extremely limited circumstances, to an order of attachment. In addition, pursuant to the Constitution, mining concessions corresponding to mining deposits exploited by CODELCO upon its incorporation in 1976 cannot be subject to attachment nor to any act of disposition by CODELCO. As a result, the rights of holders to attach property of CODELCO in the event of a default under the notes would be limited by such provisions. See Risk Factors-Risks
117 Relating to the Offering–_In case of a default under the notes, the ability of holders to attach property of CODELCO may be limited by Chilean law.
On February 4, 2022, Law No. 21,420 was enacted, amending the Mining Code in the following matters:
Increased the duration of an exploration mining concession from two to four years.
Introduced a new legal framework of annual mining licenses.
Established new reporting obligations to holders of mining concessions regarding the delivery of geological information. The law provides that upon extinction or at the end of their term (in the case of exploration concessions) or every two years (in the case of exploitation concessions), the holder must submit to the SERNAGEOMIN all the geological information obtained from exploration works performed in them. Fines up to approximately U.S.$7,500 will be imposed to those who do not deliver the information obtained.
Introduced the SIRGAS datum regarding the U.T.M. coordinates of the mining concessions. The entry into force of these changes has been postponed until the relevant regulations are enacted.
On January 26, 2023, Law No. 21,536 was published, which postponed the entry into force of the mining provisions of Law No. 21,420, setting forth that the amendments to the Mining Code introduced by Law No. 21,420 shall enter into force on January 1, 2024, and that all legal terms set forth in said amendments shall begin as of that date.
On December 30, 2023, Law No. 21,649 was enacted, which amended Law No. 21,420, which in turn amended the Mining Code as of January 1, 2024, and other mining legal provisions in order to generate a more harmonious regulatory framework in line with the practical reality of mining in Chile. Among the main aspects of these provisions are:
Regarding exploration mining concessions, Law No. 21,649: (1) keeps the four-year duration of the exploration mining concession (as was amended by Law No. 21,420), (11) entitles holders of exploration mining concessions to request, for one time, the extension of their exploration mining concessions for an additional period of up to four years, provided that the requirements established by law are met; (111) determines that the holder of an exploration concession is banned from applying for a new exploration concession over all or part of the same area, as of the date of filing of the relevant claim until one year after its expiration, either by itself or through a third party, penalizing the contravention of its prohibition with the loss of the preferential right to obtain an exploitation mining concession over the area; (1v) establishes a legal procedure to report contraventions of the aforementioned prohibition, providing that a third party, who was successful in obtaining a favorable court decision through this process, may seek an exploration mining concession for the area subject to the reported contravention. This party can also leverage the filing date of the reported exploration mining concession 1f specific conditions are met; and (v) establishes that mining concessions that expire during 2024, and for which holders intend to extend for another four years, will be extended until December 31, 2024.
Regarding mining licenses, Law No. 21,649 modifies the following: (1) 1t increases the mining license for exploration mining concessions; (11) 1t progressively increases the mining license for exploitation mining concessions; (111) 1t specifies the conditions under which the holder of an exploitation mining concession is eligible to request a reduced mining license, a requirement to be substantiated annually.
These conditions encompass the initiation of ongoing and permanent activities facilitating the continuous development of mining operations and holding mining concessions affiliated with projects that have been granted an Environmental Qualification Resolution or have been submitted for qualification through the Environmental Impact Assessment System, and, for small-scale mining endeavors, eligibility 1s contingent upon the initiation of the application process for any of the permits referred to in the Mining Safety Regulations; and (1v) 1t includes a provision to confer a benefit on individuals, legal mining companies (sociedades legales mineras), mining cooperatives, and limited
118 liability individual companies with mining concessions covering less than 500 hectares. This benefit entails the assumption that eligibility for reduced mining licenses extends for a duration of five years, provided that the eligibility conditions outlined in (111) herein are met.
e Regarding the geological information, Law No. 21,649: (1) considers as confidential information for a period of four years, the geological information provided to the SERNAGEOMIN by holders of mining concessions who have carried out advanced exploration activities, given its strategic and commercially sensitive nature for 1ts owner; (11) determines the time and manner in which the holder of a mining concession shall deliver a report with the obtained geological information to the SERNAGEOMIN; and (111) increases the amount of the fine to approximately U.S.$91,500 (instead of the current
U.S.$7,500 fine) in case of non-compliance with this reporting obligation. This fine could be doubled 1f the SERNAGEOMIN requires the geological information and 1t is not provided, along with disqualifying the mining concessionaire from accessing the benefit of the reduced mining license.
e Regarding the change of datum, Law No. 21,649: (1) eliminates all references in the Mining Code to the SIRGAS datum relating U.T.M coordinates, stating that the datum shall be defined in a specific regulation ; (11) eliminates the cause for expiry of mining concessions due to the lack of registration of the new coordinates in the SIRGAS datum; and (111) establishes a rule of general application with the procedure by which the transformation of the coordinates of existing concessions shall be carried out If a change of datum is decided in the future, as well as defining that in the event of a change of datum, the registration of the new coordinates shall be done only in the National Registry of Mining Concessions kept by the National Geology and Mining Service (SERNAGEOMIN) and not in the Mines Property Registry kept by the relevant Custodians of Mines, thus facilitating the procedure and avolding umnecessary costs.
e Regarding possessory actions, Law No. 21,420 introduced an additional provision to article 94 of the Mining Code, stating that holders of mining concessions who submit a new construction complaint must demonstrate that they hold in rem rights, such as easements or other legal claims, over the concerned land for the complaint to be accepted, and Law No. 21,649 introduced additional provisions to article 94 of the Mining Code, specifying that the relevant court has the option to order the suspension or cessation of construction activities. This discretion 1s contingent upon the claimant furnishing evidence of holding an in rem right over the land, along with supporting documentation that substantiates the severe and imminent risk associated with not issuing the suspension or cessation order. Law No. 21,649 also provides that in the event of a suspension of the works, the developer has the option of lifting the suspension by providing a bond to cover the costs of demolition or compensation for damages, the amount of which will be determined by the court, and any issues pertaining to the bond will be addressed as a distinct procedural matter; and 1f a possessory action 1s filed against the holder of a mining concession, the same rules will apply.
Environmental Regulations
CODELCO'”s operations are subject to national, regional and local regulations as well as international treaties subscribed by the Government of Chile and enacted as Chilean domestic law regarding the protection of the environment, natural resources and the effect of the environment on human health and safety, including laws and regulations concerning water, air and noise pollution, the handling, disposal and transportation of hazardous waste and occupational health and safety.
The General Environmental Law (Law No. 19,300), enacted in March 1994, as amended, establishes the general environmental legal framework in Chile, including the establishment of a range of environmental management mechanisms known as the Environmental Impact Assessment System (Sistema de Evaluación de Impacto Ambiental), the Emission Standards and the Environmental Quality Standards, among others. Chilean environmental laws and regulations, and its enforcement, have become increasingly stringent since 2010, particularly since January 26, 2010 when Law No. 20,147 was published in the Official Gazette creating: (1) the Ministry of the Environment (Ministerio del Medio Ambiente), (11) the Environmental Assessment Service ; and (111) the SMA, among other entities. Such amendments of Law No. 20,147 include, among other significant modifications, the creation of a new institutional framework comprised by (1) the Council of Ministers for
119 Sustainability (Consejo de Ministros para la Sustentabilidad), (11) the Environmental Courts (Tribunales Ambientales); and (iii) the Biodiversity and Protected Areas Service (Servicio de Biodiversidad y Áreas Protegidas), each of which are in charge of designing, evaluating and enforcing laws and regulations relating to projects and activities that could have an environmental impact. These institutions are fully operational with the exception of the Biodiversity and Protected Areas Service will initiate 1ts operations in February 2026. Recent legal and regulatory changes are likely to impose additional restrictions or costs on CODELCO and also increased fines due to non- compliance with such laws and regulations, relating to environmental litigation and protection of the environment, particularly those related to flora and fauna, wildlife protected areas, water quality standards, air emissions, and soil pollution. Since the Superintendency of the Environment became fully operational on December 28, 2012, infringement of environmental regulations may result in fines of up to approximately U.S.$9.2 million, the closure of facilities or the revocation of environmental approvals. As described in more detail below, CODELCO incurs, and may be required in the future to incur, substantial capital and operating costs related to environmental compliance. However, many of these costs are inextricably intertwined with the operation of CODELCOs business as a whole.
The General Environmental Law, as complemented by additional regulations, enables the Government of Chile to: (1) bring administrative and judicial proceedings against companies that violate environmental laws; (11) close non complying facilities; (111) revoke required operating licenses; (1v) require that companies to submit their projects for environmental evaluation as required by applicable law; and (v) impose sanctions and fines when companies act negligently, recklessly or deliberately in connection with environmental matters. The General Environmental Law also grants citizens the right to bring civil actions against companies that are not in compliance with environmental laws and regulations when such companies have caused environmental damage, as defined in such law, after such noncompliance has been established by a judicial proceeding.
The General Environmental Law and its regulations regulate the Environmental Impact Assessment System, which has been in effect since April 1997. Article 10 of Law No. 19,300 provides that projects or activities listed therein may only be carried out or modified after a prior assessment of their environmental impact. These projects are of various kinds (1.e. mining, infrastructure, etc.) and may entail relevant environmental impacts, whether by reason of their magnitude, location or the hazards involved. The project owner, either in case of a new project or the modification of an executed one, must submit an Environmental Impact Study or Environmental Impact Declaration depending on the significance of the environmental impacts generated thereof. CODELCO has obtained several Environmental Approval Resolutions (Resoluciones de Calificación Ambiental or RCA) under the Environmental Impact Assessment System.
Environmental Approval Resolutions set forth specific obligations, conditions and measures that must be complied with, and, in addition, new environmental authorizations for future expansions or modifications of current activities may set forth obligations, conditions and measures that entail increased costs. Failure to comply with the applicable environmental regulations and related obligations, conditions and measures can result in civil, administrative, or criminal fines or sanctions, claims for environmental damages, remediation obligations, the revocation of environmental authorizations or the temporary or permanent closure of facilities.
Since 2013, the Superintendency of the Environment has initiated sanctioning proceedings against CODELCO on ten occasions: Two against Ventanas Division (2016 and 2021), two against Salvador Division (2021 and 2024), one against Andina Division (2020), two against Ministro Hales Division (2024), one against Chuquicamata Division (2024) and two against El Teniente Division (2016 and 2024).
e Ventanas Division: In one case, a Compliance Program was submitted and approved by the authority, cancelling the charges, while in the other case, CODELCO submitted discharges which were accepted by the authority.
e Salvador Division: The first proceeding is being reviewed in court and a decision is still pending, whereas the second one has been linitiated on November 4, 2024, and CODELCO submitted its discharges on December 9, 2024. The authority took notice of the defense presented by CODELCO on December 3, 2025.
e Andina Division: The proceeding was suspended in 2021.
120 e Ministro Hales Division: Á compliance program was submitted on September 10, 2024. CODELCO responded requests for clarification issued by the authority, presenting a consolidated text of the referred compliance program on September 30, 2025, which 1s now under review of the Superintendency of the Environment. Moreover, the authority initiated a new sanctioning proceeding against Ministro Hales Roaster on December 20, 2024. In this case, a compliance program was submitted and approved, and therefore the proceeding was suspended until CODELCO complies with all the committed actions.
e ElTeniente Division: In this case, a fine was paid regarding infringements of forestry and soil management plans regarding Carén Tailings Dam. In addition, the authority initiated a new sanctioning proceeding related to Caletones Smelter on December 20, 2024, in which CODELCO submitted a compliance program that was approved, and therefore the proceeding was suspended until CODELCO complies with all the committed actions.
e Chuquicamata: The Superintendency of the Environment initiated a sanctioning proceeding against the Chuquicamata Smelter on December 12, 2024. A compliance program submitted by CODELCO was subsequently approved, and therefore the proceeding was suspended until CODELCO complies with all the committed actions.
Sanctioning proceedings suspended due to the approval of a compliance program may be resumed in the event the Superintendency of the Environment deems they were not satisfactorily fulfilled.
CODELCO is constantly being audited by the environmental authority. Such inspections may result in new sanctioning proceedings against CODELCO. Yet sectorial authorities are also entitled to inspect and, 1f applicable, initiate sanctioning proceedings due to non-compliance with regulations and permits.
Chile has adopted environmental regulations requiring companies operating in Chile, including CODELCO, to undertake programs to reduce, control andor eliminate certain environmental impacts. CODELCO has undertaken a number of environmental initiatives to comply with such regulations. As of September 30, 2024, CODELCO has implemented a strategic change process in all divisions to manage the aspects and risks associated with environmental matters, under a corporate management system issued by the parent company level, ISO 14001 certified and Copper Mark registered. From 2012 to 2024, CODELCO invested U.S.$6.4 billion in environmental projects, including the expansion of the Talabre, Ovejería and Pampa Austral Tailings dams in the Chuquicamata, Andina and Salvador Divisions and various projects in Potrerillos smelter in order to comply with the new regulation regarding atmospheric emissions. Additionally, as part of its pollution abatement efforts, CODELCO continues to implement water recovery systems, the costs of which are also budgeted in CODELCOs pollution abatement plan, to conserve resources and minimize pollution of natural water sources.
To protect and improve environmental air quality in the country, the Ministry of the Environment has the authority to declare certain areas to be latent zones (zonas latentes) or saturated zones (zonas saturadas). Latent zones are areas in which there exists a high risk of excessive pollution – the pollutant concentration in air water or soil 1s greater than 80.0% of the corresponding quality standard in a certain area – and in which further emissions are highly restricted. Saturated zones are areas in which an excessive level of pollution already has been reached – the concentration of the air pollutant exceeds 100% of the corresponding quality standard for a pollutant in a certain area – and in which emissions are required to be reduced and mitigation measures are required to be implemented.
In connection with the declaration of a latent or saturated zone, the Ministry of the Environment may initiate an investigation and public-consultation process to develop a prevention or decontamination plan, as the case may be.
A draft regulation 1s currently being developed to strengthen the procedures for preparing latent and saturated zone declarations, as well as the procedures for preparing and reviewing prevention and decontamination plans. In addition, Law No. 21,562 on restrictions over environmental assessments of projects placed within latent or saturated zones, published in the Official Gazette on May 29, 2023, establishes that once an area has been declared as latent or saturated, by means of a resolution issued by the Minister of the Environment, provisional measures may be adopted, with due justification, in accordance with the background information considered during the drafting process of the regulation declaring the area as latent or saturated, as well as with the applicable environmental quality standard and the nature and severity of the impact on environmental components and public health, during the period allocated for the preparation of the draft prevention or decontamination plan. Such provisional measures may remain in force until the issuance of the corresponding prevention or decontamination plan and shall be extinguished by
121 operation of law (por el solo ministerio de la ley) upon the publication in the Official Gazette of the decree establishing the respective prevention or decontamination plan. The whole process for the approval of prevention or decontamination plans may take more than two years. Upon publication of either type of plan, emission reduction targets and other environmental remediation actions may be required of specific industries located within the latent or saturated zone. Measures included in the pollution prevention or reduction plans governing CODELCOs operations are subject to change and may become more stringent 1f compliance with applicable air quality standards 1s not achieved.
The environmental authority initiated the review of the Chuquicamata, Potrerillos and Caletones decontamination plans. In 2024, the Ministry of the Environment enacted a provisional PM10 decontamination plan for the borough of Calama, which requires dust mitigation efforts for Chuquicamata, Ministro Hales and Radomiro Tomic mines. In parallel, a Permanent Decontamination Plan for the borough of Calama is being prepared, which could result in new and more dust mitigation efforts for these mines. In 2024, CODELCO allocated U.S.$15.0 million to particulate matter mitigation projects in the Ministro Hales and Radomiro Tomic Divisions, along with an additional U.S.$300,000 for mitigation measures in the city of Calama. These investments are part of the companys efforts to comply with the established provisional environmental measures.
In 2013, Supreme Decree No. 28 of the Ministry of the Environment, on Emission Standard for Smelting Plants was enacted, which establishes maximum parameters of emission for PM¡o, SO, arsenic (As) and mercury (Hg) generated by smelting plants. Certain aspects of the regulation became effective immediately while other provisions of the new emission standards came into force at a later date- within three years in the case of Ventanas smelter, and within five years in Chuquicamata, Potrerillos and Caletones smelters. CODELCO has fully complied with emissions regulations since 2019, demonstrating 1ts ongoing commitment to environmental standards. This regulation 1s currently under routine review by the Ministry of the Environment, which 1s conducted every five years.
The revised regulation (Supreme Decree No. 322025) 1s in an advanced stage, and will be signed by the President of the Republic, reviewed by the General Comptroller of the Republic (Contraloría General de la República), and published in the Official Gazette, all of which is expected to occur in 2026. CODELCO is currently assessing the investment required to comply with the new regulatory modifications being developed by the authorities. The estimated amount is being determined based on ongolmg engineering studies. In this regard, on October 10, 2025, the Supreme Decree No. 9 of the Ministry of the Environment was published in the Official Gazette, establishing primary air quality standards for arsenic. Pursuant to such decree, a monitoring plan will be implemented by such Ministry. Monitoring stations with EMRP-MP 10 or EMRP-MP 2.5, located near emission sources affected by Supreme Decree No. 28 of 2013, must be incorporated into the monitoring plan.
Supreme Decree No. 902001 of the General Secretary of the Presidency, which sets forth the standards for discharges of liquid waste into surface water bodies, went into effect in 2006. CODELCO has invested significant amounts to reduce liquid waste emissions to date and expects that 1t will continue to incur costs related to compliance with Supreme Decree No. 902001. In February 2023, a water quality standard was published for the Aconcagua River basin, where the Andina mine operates and discharges liquid waste. In October 2024, a water quality standard was also published for the Quintero – Puchuncaví bay, where Ventanas Refinery operates and discharges liquid waste. Both facilities are studying the implementation of liquid waste recycling effort to achieve zero discharge of liquid waste. In addition, the authorities are developing water quality standards for other water bodies that CODELCO currently or may in the future discharge into, such as the Cachapoal river. Such standards could require CODELCO to incur additional costs to manage liquid waste discharges.
Regulations were enacted in February 2004 governing safety standards for mining operations. Pursuant to these regulations, all mining companies, including CODELCO, were required to provide closure plans for their mining facilities, demonstrating compliance with safety standards. These plans must be updated every five years and must consider the requirements set forth in the environmental authorization issued for the respective facility, 1f any. SERNAGEOMIN has approved the closure plans CODELCO prepared for all of its facilities.
The current mining closure regulation, Law No. 20,551, which includes health, safety and environmental requirements along with mandatory provisions that require financial guarantees, was enacted in 2011, and became effective in 2012. According to this law, CODELCO and other mining companies in Chile were required to submit an assessment of the closure expenses of all its mines to the SERNAGEOMIN before 2014. Once the assessment of closure expenses was approved, CODELCO had to provide the financial guarantee between the sixth months since
122 the approval and two-thirds of the project life (less than 20 years), or 15 years of the project life (more than 20 years). CODELCO has obtained the approval of the closure plans for all of 1ts Divisions from SERNAGEOMIN and has provided the financial guarantees in the term established by the law. CODELCO had total provisions amounting to U.S.$2.2 billion for future decommissioning and site restoration costs primarily related to tailing dams, closures of mine operations and other mining assets, including potential new governmental regulations. Currently, an update of the regulation of tailings dams (Decree No. 248) 1s taking place and 1s currently under the review of the General Comptroller of the Republic (Contraloría General de la República).
On June 20, 2020, Law No. 21,169 entered into force, which introduced the following amendments to the mine closure regulation, among others: (1) the recognition of policies issued by Chilean insurance companies within the A.l credit rating category, provided that they are unable to raise exceptions that condition or defer the payment of the indemnity to SERNAGEOMIN; and (11) the obligation to request SERNAGEOMINs authorization to make changes or alterations in the identity and validity of the A.1 financial instruments that comprise the guarantee.
On February 1, 2024, the Supreme Decree No. 302023 of the Ministry of the Environment was published in the Official Gazette, which amends the Regulations of the Environmental Impact Assessment System (SEIA) in order to adapt such regulations to the requirements of the Framework Law on Climate Change and the Escazú Agreement. The approved modifications include, among others, the following: (1) amendment to the minimum contents of the Environmental Impact Declarations (DIA) and Environmental Impact Studies (EIA). The climate change factor 1s added transversally in the analysis that the proponents must carry out regarding the impact of their projects on the different components of the environment; (11) the duty to present a summary of the DIA and that the general background section and the summaries of the DIA and EIA must be written in language understandable to the public, and the names of the projects must clearly reflect the type of project involved; (111) the possibility of reviewing the RCA is reinforced, which would take place when, during the execution of a project (either 1f submitted by means of a DIA or EIA), the variables observed in the monitoring plans evolve differently from what was projected, considering the influence of climate change; (1v) a participatory monitoring (monitoreo participativo) may be included by the proponents in the DIA or EIA, which consists of a process to incorporate the community in the follow-up of the development phases of a project through the delivery of information, reports, training, field visits, among other measures; and (v) the scope of the concept of environmental burden 1s broadened, in order to allow citizen participation in the process of granting DIAs, and for the purposes of analyzing the environmental burdens of a project, nearby communities will be understood as those that are located in or make use of the area where the environmental impacts are manifested. In addition, the term for citizens or organizations to request a citizen participation process within the processing of DIAs 1s extended from ten to thirty days. As of the date of this offering memorandum, another amendment to the Regulations of the Environmental Impact Assessment System 1s being processed and is currently under the review of the General Comptroller of the Republic (Contraloría General de la República).
In September 2023, Law No. 21,600 was published in the Official Gazette, creating the Biodiversity and Protected Areas Service and the National System of Protected Areas. This law aims to conserve biological diversity and protect the country’s natural heritage through the preservation, restoration, and sustainable use of genes, species, and ecosystems. The new regulation aims to incorporate changes for a more unified and effective management of biodiversity and the country’s network of protected areas. The Ministry of the Environment 1s currently working on the development of 13 regulations and the installation of the new Biodiversity and Protected Areas Service, which 1s currently in the implementation phase and 1s expected to begin its operations in February 2026. These developments are expected to entail greater requirements in terms of biodiversity and protected areas -including priority sites (sitios prioritarios)- for projects falling within their purview.
On September 29, 2025, Law No. 21,770, which set forth a framework law for sectorial permits was published in the Official Gazette (Ley Marco de Autorizaciones Sectoriales) (the Framework Law). The Framework Law established a general framework for public administrative bodies vested with authority to enable projects of activities subject to regulatory restrictions, and entered into force on September 29, 2025, although many of its provisions are subject to several regulations that are yet to be enacted. Among other provisions, a single authority under the Ministry of Economy will overview all projects permitting process. It also includes several mechanisms to expedite permitting processes, many of which are essential for mining projects.
123 Future legislative or regulatory developments, private causes of action or the discovery of new facts relating to environmental matters may impose new restrictions or result in additional costs that may have a material adverse effect on CODELCO’s business, financial condition, results of operations or prospects. See Risk Factors-Risks Relating to CODELCOs Operations-CODELCOs compliance with environmental, health and safety laws may require increased costs, including capital commitments, and non-compliance may subject 1t to significant penalties, legal liabilities, and detrimental financial, business and reputational impacts. Additionally, delays in receiving environmental and safety permits or related suspensions could impact project development and have an impact on CODELCOSs operations and revenue.
Economic Crimes Regulation
On August 17, 2023, Law No. 21,595 on economic crimes and offenses against the environment, was published and later amended by Law No. 21,694, published in the Official Gazette on September 4, 2024 (the Economic Crimes Law). This law, inter alia, (1) systematizes a series of existing business-related offenses; (11) creates new environmental crimes, including environmental pollution and negligent or imprudent pollution; (111) penalizes new offenses based on money laundering; (1v) strengthens existing penalties by excluding from custodial sentences certain benefits that previously allowed economic crime offenders to avoid effective imprisonment, the confiscation of profits and fines; and (v) amends several provisions to the Corporate Criminal Liability Act (Law No. 20,393, of 2009, as amended) by expanding the catalogue of criminal offenses by corporations, easing the requirements to hold them liable, and establishing new penalties.
The implementation of a Crime Prevention Model (CPM) by CODELCO, prepared in accordance with the requirements set forth in the law, would relieve liability. On the contrary, 1f a court determines the inexistence or flawed implementation of a CPM, 1t may appoint a supervisor with the power to issue mandatory instructions to CODELCO to ensure proper functioning of the CPM.
Personal Data Protection and Privacy Regulations
Under Chilean law, the main statute governing personal data is Law No. 19,628 on the Protection of Personal Data (as amended) (the Data Protection Law). On December 13, 2024, a comprehensive reform was enacted (Law No. 21,719), which modernizes the Chilean framework and aligns 1t with international standards (including concepts reflected in the European Unions General Data Protection Regulation). Law No. 21,719 will enter into force on December 1, 2026. Until that date, the current Data Protection Law applies, which generally permits processing based on express consent or other legal authorizations and recognizes certain rights (including information, rectification, deletion and blocking) but does not establish a centralized supervisory authority or a comprehensive regime for international data transfers.
Effective December 1, 2026, Law No. 21,719 will introduce a principle-based regime. Among other matters, 1t: (1) codifies core principles (including lawfulness, purpose limitation, proportionality, data quality, responsibility, transparency, security and confidentiality); (11) strengthens data subject rights (including access, rectification, deletion, objection, portability, temporary blocking and safeguards regarding automated decision-making); (111) recognizes multiple legal bases for processing beyond consent (including legal obligation, performance of a contract and legitimate interests, subject to safeguards) and sets more detailed requirements for valid consent (including that 1t be freely given, specific, informed and unambiguous, with the possibility of withdrawal); (1v) defines and regulates sensitive personal data (including health, biometric and human biological profile data) and provides specific rules for processing personal data of under-aged individuals; (v) establishes controller and processor obligations (including privacy by design and by default, transparency obligations, appropriate technical and organizational security measures, recordkeeping and breach prevention models); (vi) requires notification of personal data security breaches to the data protection authority and, in certain cases, to affected individuals; (vi1) mandates data protection impact assessments in specific high-risk scenarios; (v111) contemplates voluntary adoption of certified compliance programs, which may include appointing a data protection officer; and (1x) regulates international data transfers through adequacy decisions, appropriate safeguards (such as model clauses, binding mechanisms and certifications) or limited derogations.
Law No. 21,719 creates a dedicated Data Protection Agency with supervisory and sanctioning powers and establishes public registries (including a National Registry of Sanctions and Compliance). It also introduces a tiered
124 sanctions regime that classifies infringements as minor, serious or very serious and allows fines of up to 20,000 UTMs (approximately U.S.$1.6 million), in addition to corrective measures. Recidivism may be sanctioned with fines of up to three times the original amount. For large companies (1.e., entities that do not qualify as small or medium-sized enterprises under Law No. 20,416), the authority may impose the most severe of the previous sanction (tripled amount) or, alternatively, up to 2% of annual revenue for serious infringements and up to 4% for very serious infringements.
Cybersecurity Law and Regulatory Regime
In Chile, the main statute governing cybersecurity is Law No. 21,663 (the Cybersecurity Framework Law), enacted in April 2024 and in full force since March 2025. The law establishes the institutional structure, guiding principles and general regulatory framework for organizing, regulating and coordinating cybersecurity actions among State agencies and between such agencies and private entities. It sets minimum requirements for the prevention, resolution and response to cybersecurity incidents and defines powers, duties, and mechanisms for oversight, supervision and accountability. The law applies to: (1) all agencies and entities that form part of the State Administration, and state-owned enterprises; (11) private entities that provide essential services, as defined in Article 4 (including, for example, providers of electricity, telecommunications, water and sanitation, transportation Infrastructure, digital services, banking, financial services and payment systems, and healthcare institutions); and
(111) private entities formally designated as operators of vital importance (OVP by the National Cybersecurity Agency (Agencia Nacional de Ciberseguridad, ANCT), pursuant to Article 5 and its regulation approved by Supreme Decree No. 2852024 of the Ministry of the Interior and Public Security. OVI designation follows a regulatory evaluation led by ANCI with sectoral input and public consultation, and 1s made by reasoned resolution.
On December 16, 2025, ANCI designated CODELCO as an OVI by Exempt Resolution No. 87, within the first qualification process under Law No. 21,663 and Supreme Decree No. 2852024.
For providers of essential services and OVIs, the law imposes a general, ongoing security duty to permanently implement technological, organizational, physical and informational measures to prevent, report and resolve cybersecurity incidents, in accordance with ANCTI protocols and applicable sectoral standards, aimed at managing risks and mitigating impacts on service continuity and on confidentiality and integrity of information, networks and systems. It also mandates incident reporting to ANCI for cyberattacks and cybersecurity incidents that may have significant effects, following a staged timeline regulated by Supreme Decree No. 2952024 of the Ministry of the Interior and Public Security: an early warning within three hours of awareness; an update within 72 hours (or within 24 hours for OVIs 1f delivery of essential services is affected); and a final report within 15 calendar days, with interim reports every 15 days 1f the incident remains ongoing. OVIs must also notify ANCI of their incident response action plan as soon as adopted and no later than seven calendar days after becoming aware of an incident with significant effects, including minimum elements defined in DS No. 2952024.
OVIs are subject to enhanced obligations, including implementing an ongoing information security management system (ISMS); maintaining records of ISMS actions; developing, certifying and periodically reviewing business continuity and cybersecurity plans (at least every two years, with the possibility of earlier recertification instructed by ANCTI for serious supervening reasons); conducting continuous reviews, exercises and drills and informing ANCI upon detection of actions or software that may compromise cybersecurity; promptly containing incidents, including restricting use or access when necessary; obtaining the cybersecurity certifications required by law from ANCI-authorized certification centers (with possible recognition of foreign certifications by reasoned ANCTI resolution); informing potentially affected individuals of incidents or attacks when criteria are met and ANCTI so requires (particularly where personal data or systems may be seriously compromised or notification 1s necessary to prevent or manage incidents); ensuring ongolmg staff training and cyber-hygiene; and appointing a cybersecurity delegate who interfaces with ANCI and reports directly to senior management.
Breaches of obligations under Law No. 21,663 may result in administrative fines under a tiered regime linked to infringement severity, with fines up to 20,000 UTAs and up to 40,000 UTASs in the case of OVIs.
125 Enforceability of Obligations
CODELCOs commercial obligations are enforceable in the same manner as those of any privately owned company in Chile. Even though CODELCO is a state-owned enterprise, 1t 1s subject to the same laws and regulations applicable to all private Chilean corporations. This principle is consistent with the constitution of 1980, wherein Article 19, No. 21 states that 1f Chile and its bodies carry out commercial activities, they will be governed by common legislation applicable to private persons, unless a specific law approved by an absolute majority of representatives of the Chilean Congress dictates otherwise. No such law has been passed with respect to CODELCO.
Payment of Obligations
Article 23 of Decree Law No. 1,350 provides that CODELCO has the obligation to return the total proceeds of its exports to Chile, but has no obligation to convert the proceeds to Chilean pesos in excess of its peso requirements. The proceeds from its exports are deposited at the Central Bank of Chile, and withdrawals against such foreign exchange deposits are made to cover CODELCOs expenses. In addition, Article 13 of Decree Law No.
1,350 directs CODELCO to prepare a Loan Amortization Budget which must include the payment of principal of CODELCOS*”s debts and related interest payments, including the notes. This budget, as part of the general budget of CODELCO, is approved annually by joint decree of the Ministry of Mining and the Ministry of Finance and may be amended to meet non-budgeted expenses, in accordance with the terms and conditions of Article 16 of Decree Law No. 1,350. The incurrence of any indebtedness by CODELCO must be authorized by an official letter from the Ministry of Finance. For loans with maturity at issuance of a duration of more than one year, this authorization 1s required to commence the relevant procedures.
Statutory Documents
The statutory documents of CODELCO are contained in Decree Law No. 1,350 published in the Official Gazette on February 28, 1976, as amended by Law 20,392, and Decree No. 146 published in the Official Gazette on October 25, 1991, as amended (to conform the same with Law 20,392) by Decree No. 3 of January 13, 2012 issued jointly by the Ministries of Finance and Mining, published in the Official Gazette on July 4, 2012. These gazettes may be seen on-line on the Library of the Chilean Congress website (http:www.bcn.cl ) or in a booklet that CODELCO will issue upon request, which contains free translations of the regulations into English.
126 MANAGEMENT
The Board of Directors 1s primarily responsible for the management and administration of CODELCO. The Board of Directors 1s composed of nine members, appointed as set forth in Law No. 20,392: (1) three directors are directly appointed by the President of Chile; (11) four directors are appointed by the President of Chile from a short-list presented by the Council of Senior Public Management (Consejo de la Alta Dirección Pública), an entity within the National Civil Service Bureau that advises the President of Chile, ministers and heads of services departments on the appointment of high-ranking public positions; (111) one director is appointed by the President of Chile from a short-list presented by the Federación de Trabajadores del Cobre (FTC); and (1v) one director 1s appointed by the President of Chile from a short-list presented by both the Federación de Sindicatos de Supervisores del Cobre (FESUC) and the Asociación Nacional de Supervisores del Cobre (ANSCO). All directors in CODELCO serve four-year terms and may be reelected for new terms. The Board 1s renewed on a staggered basis and may not be revoked in its entirety.
The Board of Directors 1s vested with all the management and asset-disposal authority, except to the extent that Chilean law or CODELCO”s bylaws establish such authority within the exclusive province of the President of Chile (as discussed below), and other than the authority delegated to the Chief Executive Officer. The main responsibilities of the Board of Directors of CODELCO are to: (1) designate and remove the Chief Executive Officer;
(11) approve and send to the Ministry of Finance an estimate of the revenues and surplus earnings that 1t will transfer to the Government of Chile in the following years budget; (111) prepare the annual budget of CODELCO and send for the approval of the Ministry of Finance; and (1v) approve the BDP report of the Company for the following three-year period.
The President of Chile 1s vested with authority analogous to that of the shareholders of a corporation (sociedad anónima) under Chilean law, which may be delegated in whole or in part to the Ministers of Finance and Mining, jointly. Pursuant to such authority, the President of Chile: (1) participates in the designation of the Board of Directors by designating three directors without external input and by electing s1x directors on the basis of third-party short-lists; (11) appoints the Chairman of the Board of Directors; and (111) may approve and amend the bylaws of the Company, by means of an executive decree issued jointly by the Ministries of Finance and Mining. See Risk Factors
– Risks Relating to CODELCOs Relationship with the Government of Chile.
Senior management and administration of the Company are vested in 1ts Board of Directors and Chief Executive Officer. The Board of Directors 1s in charge of the ultimate conduct and oversight of the Company. The Chief Executive Officer 1s named by the Board of Directors and remains in office so long as heshe maintains the confidence of the Board. The Chief Executive Officer 1s responsible for implementing the resolutions of the Board of Directors and supervising the activities of CODELCO. On August 18, 2023, the Board of Directors of CODELCO appointed Rubén Alvarado Vigar as the new CEO, and he commenced his term on September 1, 2023.
On January 26, 2024, CODELCO announced the appointment of Braim Chiple Cendegui as Vice President of Sales, effective on March 15, 2024, replacing Cristobal Fuenzalida who was Acting Vice President of Sales since December 1, 2023.
On April 1, 2024, CODELCO announced the appointment of Gabriel Méndez Serqueira as Vice President of Corporate Affairs and Sustainability, effective on April 22, 2024, replacing Patricia Provoste who was Acting Vice President of Corporate Affairs and Sustainability since November 01, 2023.
On May 28, 2024, CODELCO announced that Felipe Kilian Polanco will take over as General Manager of 1ts subsidiary Minera Salar Blanco on September 1, 2024. Kilians responsibilities will include advancing the lithium project in the Maricunga Salar, strengthening community relations, and supporting the indigenous consultation process for expanding the company*s Special Lithium Operation Contract (CEOL). His first major task will be to lead the search for a partner for the Maricunga project with Rothschild as advisor, with plans to conclude the selection process in early 2025.
On May 30, 2024, CODELCO announced the resignation of Christian Caviedes as General Manager of Chuquicamata Division, effective on May 31, 2024 and appointed René Galleguillos as interim General Manager
127 effective the same day. On July 22, 2024, René Galleguillos was appointed as General Manager of Chuquicamata Division, effective on July 23, 2024.
On October 21, 2024, CODELCO announced the nomination of its former CEO, André Sougarret, and former director Juan Enrique Morales to the board of Compañía Minera Teck Quebrada Blanca S.A. (Quebrada Blanca).
On January 23, 2025, CODELCO announced the appointment of Julio Díaz Rivera as its new Vice President of Mining Resources, Development, and Innovation. Mr. Díaz previously served as the General Manager of CODELCOs Radomiro Tomic division. Additionally, Claudia Domínguez Sepúlveda, formerly the Operations General Manager at the Andina division, assumed the role of General Manager at Radomiro Tomic. Both appointments became effective on February 1, 2025.
On April 23, 2025, Chilean President Gabriel Boric appointed Tamara Agnic Martínez, Alfredo Moreno Charme, and Ricardo Calderón Galaz as new members of CODELCO”s Board of Directors. Mrs. Agnic and Mr.
Moreno, who replace Isabel Marshall and Pedro Pablo Errázuriz, were selected for four-year terms through the High Public Management System, following a competitive process launched in November 2024 that attracted 232 applicants. Mr. Calderón Galaz was appointed as the representative of CODELCOs supervisory staff, selected from a five-candidate shortlist jointly submitted by the Federation of Copper Supervisors (FESUC) and the National Association of Copper Supervisors (ANSCO).
On July 7, 2025, CODELCO announced the departure of Christian Toutin as General Manager of the Salvador Division, effective July 8, 2025. Mr. Toutin had held the position since March 2018 and previously served In various roles at the Chuquicamata and El Teniente divisions, including Operations Manager, Safety Manager, and Operations Superintendent. Patricio Viveros López, currently the Plant Manager at the Salvador Division, was appointed as Interim General Manager effective the same day. Mr. Viveros was confirmed as General Manager on September 26, 2025.
On August 11, 2025, CODELCO announced the departure of Andrés Music Garrido as General Manager of the El Teniente Division, effective August 12, 2025, and the appointment of Claudio Sougarret Larroquete, former Operations Manager, as Interim General Manager. Mr. Sougarret was confirmed as General Manager on September
26, 2025.
On September 29, 2025, CODELCO announced the creation of the Vice Presidency of Integration for Andina Operations, effective November 1, 2025. The new position was established to strengthen the implementation of the joint mine plan for the Andina-Los Bronces District, within the framework of the companys strategic alliance with Anglo American. As of the same date, Gonzalo Lara – currently General Manager of the Ministro Hales Division – will assume the role of Vice President of Integration for Andina Operations. As Interim General Manager of the Ministro Hales Division, CODELCO appointed César Jiménez, currently Concentrator Plant Manager at the same division, effective November 1, 2025.
On October 6, 2025, CODELCO announced the departure of Patricio Véliz as Ethics and Compliance Manager, a position he had held since April 2024. Irene Cosentino, currently Corporate Risk Manager, was appointed Interim Ethics and Compliance Manager effective the same day, while continuing to oversee the corporate risk area.
On January 2, 2026, CODELCO announced the appointment of Marta Herrera Seguel as Ethics and Compliance Manager, effective February 12, 2026. Ms. Herrera was appointed following a selection process led by the Boards Audit, Compensation and Ethics Committee, which considered both internal and external candidates.
Ms. Herrera 1s a lawyer from the University of Chile and holds a Master of Laws from California Western School of Law. She has more than 20 years of experience in legal, anti-corruption and compliance matters in the public sector and currently serves as Legal Director of the National Institute of Industrial Property (INAPD).
128 Organizational Structure
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129 Directors and Executive Officers
The following table sets forth the current directors and executive officers of CODELCO and therr positions:
Name Position Directors(‘?
MENTA ChairmanY6) Eduardo Bitrán Colodro…..ooooooncnocconoccccononccononcccnnnncconanocinnnos Director YO Ricardo Álvarez Fuentes …oooccnonononoonnnnonnnononncnnnncnncncnncnnonnns Director YO Tamara Agnic Martínez …ocooococcconcnonccononononanonnnonnnonnnonnnonnnonnono Director 96) Josefina Montenegro ATaneda …ooocccncccnnnconnconcnonnnonacinaranannnos Director 90 Alfredo Moreno CharM€..ooooccccncnonncccnononnncnnnonnnoconnnnnnncconananns DirectorY6) Nelson Cáceres Hernández …oooccccnonoccccnoooncccononnnnnnononanccinnnnoss Director Ricardo Calderón Galaz…..oooooconnoncccnonocccinoacccnnnnncnonnnccnnnanacnno DirectorU6) Alejandra Wood HuidobrO…..coococoncccononcconnconnrnnonanonaconoranonnnoo DirectorW94)
Executive Officers
Rubén Alvarado ViBaT ..ooooconccnconncoooononoonnnono nono nono nono nono nonnnnnnos Chief Executive Officer
Alejandro Sanhueza DÍaZ…ooooocnnncncccoonoooooooonooonn nono nn nnononnnnnnnos Vice President of Finance
Mary Carmen Llano AranzaStl..ooooonooococoncnnnncnnnnnnnnnnnnnnnonononoos Vice President – Human Resources
Sebastián Court Benvenuto…….ccccccccnnnooonononcnonnnnnnnncncnnnncnnnoss Vice President – Strategic and Management Control
Braim Chiple Cendegl…oooooonnnnnnnonnonononooooonnnnnno nono nononnnnnnnnonos Vice President of Sales
Julio Cuevas ROSS c00ooooooocoooooooooonononnnononnnnnnnononn nono o nono nrnnnnnnnnos Vice President – Projects
Julio Díaz RIVOTA c0ooooononncnnconooooonooanannonoroo no nro non no nnn nono nor nor nnnnns Vice President – Mining Resources and Development Management
Gabriel Méndez Serquella c.oooooonononononooooooooooonn nono nonnnnnnnnnnnnnnos Vice President – Corporate Affairs £ Sustainability
Mauricio Acuña Ñ …oocccccccnnncnononononononnnnnnncnnnnnnnnnn non nnnonnnnnnnnnnos Vice President Procurement
Macarena Vargas LOSAda ..ooooonconicoconaconooononooonon nono nono nnnnnnnnnnos Vice President – Legal
Mauricio Barraza Gallardo…….oooonnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnno Vice President – Operations
Gonzalo Lara SkiDa ……ooonnnonconocoooocoocnnncnnnononcnnnonann nono nnnnnnnnnnos Vice President of Integration for Andina Operations
Raúl Puerto Mendoza……cccccnonoooononoonnnnonncnnoncnnnonann nono nnnnnnnnnnos General Auditor
Olivar Hernández Giugllano ….oooooccnncnnoonnaoooononn nono nononononononnos Head of Finance
René Galleguillos Pallauta…….oooononnnnnnnnnnnnnnannnonanananananano nono General Manager – Chuquicamata Division
Claudia Dominguez Sepúlveda. ……ooooonnnnnnnnnoononononnonononnnnnnnos General Manager – Radomiro Tomic Division
César Jiménez Soto (INterlM) …oooonnnnnnnnnnnnnnnnnnnnononononcccnnnanonoss General Manager – Mina Ministro Hales Division
Claudia Cabrera COITO. .ooooocoonoconoooooonononnonnnononn nono non nn nononnnnns General Manager – Gabriela Mistral Division
Patricio Viveros LÓPEZ .0ooococococoooooooooononnnnnnnnnnnnnnnonnnnnnononnnnnos General Manager – Salvador Division
Ricardo Weishaupt Hidalgo……ooooncnnnnnnanicononanananananonoronnnonnnos General Manager – Ventanas Division
Claudio Sougarret Larroquete….ooooonnononononoooonnnnnnnnnnnnnnnnnnnnnnos General Manager – El Teniente Division
Lindor Quiroga BUgueÑO …ooooooooonoonnnnnnnnnnnnnnonnnnnnnnnnnnnnononnnnnos General Manager – Andina Division
(1) Appointed by the President of Chile from a shortlist jointly submitted by the Federation of Copper Supervisors (FESUC) and the National Association of Copper Supervisors (ANSCO).
(2) Directly appointed by the President of Chile.
(3) Term expires May 2026.
(4) Appointed by the President of Chile from a short list presented by the Council of Senior Public Management (Consejo de la Alta Dirección Pública).
(5) Term expires May 2029.
(6) Term expires May 2027.
(7) Appointed by the President of Chile from a short list presented by Unions.
(8) Term expires April 2029,
130 There 1s no family relationship between any director or executive officer and any other director or executive officer. The business address for the executives and directors previously listed 1s Huérfanos 1270, 6th floor, Santiago, Chile, postal code 8340424. No executive holds a position as an employee outside of CODELCO.
Comnmittees of the Board of Directors Audit, Benefits and Ethics Committee (Comité de Auditoría, Compensaciones y Ética)
CODELCO”s audit, benefits and ethics committee consists of Tamara Agnic Martínez (Chair), Ricardo Álvarez Fuentes (Vice Chair), Eduardo Bitrán Colodro and Alfredo Moreno Charme, who may invite others to assist in 1ts work. The audit, benefits and ethics committees primary responsibility 1s to support the Board of Directors by providing and improving internal controls by reviewing transactions with related parties and the work of CODELCOS*s internal audit department. The committee also analyzes and reviews the work and reports of the external auditors. The committee 1s also responsible for analyzing observations made by Chilean regulatory entities and for recommending measures to be taken by the management in response. CODELCO*”s audit, benefits and ethics committee 1s not subject to the independence and other requirements to which U.S. public companies are subject.
Projects and Investment Committee (Comité de Proyectos y Financiamiento de Inversiones)
The projects and investment committee consists of Ricardo Álvarez Fuentes (Chair), Tamara Agnic Martínez (Vice Chair), Ricardo Calderón Galaz, Alfredo Moreno Charme and Eduardo Bitrán Colodro. This committee analyzes and recommends major mining development projects and financing of these projects.
Management Committee (Comité de Gestión)
The management committee consists of Alfredo Moreno Charme (Chair), Josefina Montenegro Araneda (Vice-Chair), Alejandra Wood Huidobro, Ricardo Álvarez Fuentes and Nelson Cáceres Hernández. The committee 1s primarily responsible for the management of the Company?*s divisions and key projects. It also reviews and evaluates the performance of subsidiaries and affiliated companies.
Sustainability Committee (Comité de Sustentabilidad)
The sustainability committee consists of Alejandra Wood Huidobro (Chair), Nelson Cáceres Hernández (Vice-Chair), Tamara Agnic Martínez, Josefina Montenegro Araneda and Ricardo Calderón Galaz, The committee advises the Board of Directors with respect to matters of sustainability, providing assistance to the Board of Directors in the Companys sustainability policies and goals as well as analyzing the efficacy of the Companys policies and management systems in the areas of health, safety and the environment.
Science, Technology and Innovation Committee (Comité de Ciencias, Tecnología e Innovación) The science, technology and innovation committee consists of Eduardo Bitrán Colodro (Chair), Josefina Montenegro Araneda (Vice-Chair), Ricardo Calderón Galaz, Alejandra Wood Huidobro and Nelson Cáceres
Hernández. This committee was formed in 2016 and discusses the challenges facing the corporation with respect to science and technology.
131 RELATED PARTY TRANSACTIONS
In the ordinary course of its business, CODELCO engages in a variety of transactions on arm’s-length terms with certain related parties. For information regarding these transactions, see note 3 to the Consolidated Financial Statements.
In 1ts dealings with Cyprus El Abra Corporation (a subsidiary of Freeport-McMoRan Inc.), the partner in SCM El Abra, CODELCO acts through a subsidiary, as agent. CODELCO does not sell copper to Nordeutsche Affinerie Group, 1ts partner in Deutsche Giessradht GmbH.
Pursuant to Article 147 of the Law No. 18,046 on Corporations (the Corporations Act), CODELCO may only enter into operations with related parties 1f 1ts intent 1s to benefit the corporate interest, 1f its price, terms and conditions are consistent with those prevalling in the market when approved, and 1f 1t follows certain requirements and procedures established by the law, including the Norma de Carácter General No. 501 published by the CMF on January 8, 2024 (General Rule No. 501, hereinafter NCG 501), by virtue of changes made the Chilean Corporations Act by Law No. 21,314 on Market Agents, of 2021. NG 501 came into effect as of September 1, 2024, and establishes the minimum mentions that general habitual policies must contain and regulates the public disclosure of transactions with related parties (OPR).
According to Article 146 of the Corporations Act, as amended, OPR of CODELCO include any and all negotiations, acts, contracts or operations in which the Company must take part, as well as:
(1) one or more related persons to the Company, pursuant to the definition contained in Article 100 of Law No. 18,045 (the Securities Market Law, as amended);
(11) a board member, manager, a main executive or a liquidator of CODELCO, acting directly or on behalf of any persons other than the Company, or their respective spouses or relatives up to the second degree (consangumity or affinity);
(111) a corporation or partnership in which one of the persons mentioned in (11) above are direct or indirect owners of 10.0% or more of its capital, board members, managers or main executives; (1v) those persons specifically established under CODELCOs bylaws or reasonably identified by the Directors? Committee, as applicable, even 1f the transaction with such persons (a) is not of a relevant amount, (b) is conducted on a regular basis (as per the regularity policy determined by the Board of Directors of CODELCO) or (c) is entered into with a subsidiary of CODELCO in which the Company holds a direct or indirect ownership interest of at least 95.0%; and (v) any company in which a board member, manager or main executive of CODELCO has served as a board member, manager, main executive or liquidator, during the last 18 months.
Article 100 of the Securities Market Law provides that the following persons constitute a related party:
(1) the other entities of the business conglomerate to which a company belongs; (11) parents, subsidiaries and equity-method investors and investees of a company; (111) all directors, managers, officers and liquidators of a company, and their spouses or blood relatives to the second degree, or any entity controlled, directly or indirectly, by any of the abovementioned individuals; (1v) any person that, by their own actions or with other persons under a joint action agreement, may appoint at least one member of the management of a company or controls 10.0% or more of the capital or voting capital of a stock company; and (v) other entities or persons deemed a related party by the CMF.
The rules, requirements and procedures to approve operations with related parties apply both to the operations of CODELCO as well as to those of 1ts subsidiaries, regardless of their legal nature, except for some exemptions set forth in Article 147 of the Corporations Act in which related-party transaction may be executed without the requirements referred to above, with the prior approval of the Board of Directors.
132 The breach of any of the restrictions on related party transactions will not affect the validity of the transaction. However, CODELCO or the President of Chile may demand from the breaching party, the re.mbursement for an amount equivalent to the benefits gained by the breaching party resulting from the transaction.
Additionally, CODELCO or the President of Chile may claim damages. Finally, the breaching party bears the burden of proof that the transaction was carried out according to the law.
CODELCO”s policy for transactions with related parties 1s defined and governed by a specific internal regulation created pursuant to general policies established by the Board of Directors and in connection with the guidance provided by Decree Law No. 1,350 and the Corporations Act. CODELCO”s internal regulation prescribes the manner in which transactions between CODELCO and related entities must be carried out and provides for sanctions 1f the requirements of the regulation are not met.
133 FOREIGN INVESTMENT AND EXCHANGE CONTROLS IN CHILE
As a general matter, the Central Bank of Chile 1s, among other things, responsible for monetary policies and for exchange controls in Chile. Most Chilean companies must inform the Central Bank of any international issue of bonds and 1f the proceeds of the issuance are not left abroad, should be brought into Chile through a bank or other participant in the Formal Exchange Market. Article 23 of Decree Law No. 1,350 provides that CODELCO has an obligation to return the total proceeds of 1ts exports to Chile, but has no obligation to convert such proceeds to Chilean pesos beyond its peso requirements. These proceeds from its exports are deposited at the Central Bank of Chile, and withdrawals against such foreign exchange deposits are made to cover CODELCOs expenses. As a result, CODELCO does not require foreign exchange approval in connection with the issuance or placement of, or payments upon the notes. See Regulatory Framework–Payment of Obligations.
134 DESCRIPTION OF NOTES
Each series of notes will be issued pursuant to an indenture, dated as of February 5, 2019 (the base indenture), among CODELCO and The Bank of New York Mellon, as trustee, paying agent, transfer agent and registrar (the trustee), as amended and supplemented by the twelfth supplemental indenture dated September $, 2023, the thirteenth supplemental indenture dated January 26, 2024, the sixteenth supplemental indenture dated on or about January 30, 2026 and the seventeenth supplemental indenture dated on or about January 30, 2026 (together with the base indenture, the indenture), between CODELCO and the trustee.
The following description of certain provisions of the notes and of the indenture is subject to and is qualified in its entirety by reference to the provisions of the notes and the indenture, copies of which will be available for inspection at the office of the trustee at 240 Greenwich Street, New York, New York 10286. CODELCO urges you to read the indenture because it, and not this description, defines your rights as holders of the notes issued under the indenture.
General
Each series of notes will be issued by CODELCO, and CODELCO will be liable therefor and obligated to perform all covenants and agreements to be performed by CODELCO pursuant to each series of notes and the indenture, including the obligations to pay principal, interest and Additional Amounts (as defined below under Payment of Additional Amounts), if any. The trustee under the indenture 1s The Bank of New York Mellon (the trustee, which term shall include any successor trustee under the indenture).
The indenture provides for the issuance by CODELCO from time to time of notes in one or more series up to an aggregate principal amount of notes as from time to time may be authorized by CODELCO, subject to all required government authorizations. Notes having the same date of maturity and Interest Payment Dates (as defined below), payable in the same currency, bearing interest at the same rate and the terms of which are otherwise identical, are referred to as a series. The notes offered hereby will be issued in two series.
The 2053 notes will be part of the same series as, and will be fungible with and vote together with the 2053 original notes as a single class under the indenture and will have the same terms as those of the 2053 original notes, except that any new 2053 notes issued pursuant to Regulation S under the Securities Act will trade separately under temporary CUSIP, ISIN and common code numbers until the expiration of a 40-day restricted period under Regulation $.
Each series of notes will bear interest at the applicable rates per annum set forth on the cover page of this offering memorandum from (1) in the case of the 2037 notes, the date of issuance and (11) in the case of the 2053 notes, September 8, 2025, or from the most recent applicable Interest Payment Date (as defined below) to which Interest has been paid or provided for. Interest on the 2037 notes will be payable semi-annually in arrears on January 30 and July 30 of each year, beginning on July 30, 2026, or, 1f any such date 1s not a Business Day (as defined below), on the next succeeding Business Day (the 2037 Interest Payment Dates) to the person or persons (each, a Holder) in whose name such notes are registered in the Security Register (as defined below) at the close of business on January 15 and July 15, respectively, preceding the applicable Interest Payment Date (each a 2037 Record Date).
Interest on the 2053 notes will be payable semi-annually in arrears on March 8 and September 8 of each year, beginning on March 8, 2026, or, if any such date is not a Business Day (as defined below), on the next succeeding Business Day (the 2053 Interest Payment Dates, and together with the 2037 Interest Payment Dates, the Interest Payment Dates) to the Holder in whose name such notes are registered in the Security Register (as defined below) at the close of business on February 22 and August 24, respectively, preceding the applicable Interest Payment Date (each a 2053 Record Date). Interest on the notes will be calculated on the basis of a 360-day year of twelve 30-day months. For the purposes hereof, the term Business Day means a day on which banks in The City of New York are not authorized or required by law or executive order to be closed.
Moneys paid by CODELCO to the trustee or any paying agent for the payment of principal of (and premium,
1f any) or interest on any of the notes and remaining unclaimed at the end of two years after the date on which such principal (and premium, if any) or interest shall have become due and payable (whether at maturity, upon call for
135 redemption or otherwise) shall, together with interest made available for payment thereof, be repaid to CODELCO, whereupon all liability of the trustee or such paying agent with respect to such moneys shall cease.
The 2037 notes will mature on January 30, 2037, and the 2053 notes will mature on September 8, 2053.
Neither series of notes will be redeemable prior to maturity except as described below and in the event of certain developments affecting taxation, in that case at a price equal to the outstanding principal amount thereof, together with any Additional Amounts and accrued interest to the redemption date. On the maturity date of any series of notes, CODELCO will be required to pay 100% of the then outstanding principal amount of such series of notes plus accrued and unpaid interest thereon and Additional Amounjts, 1f any.
Ranking
The notes will constitute direct, general, unsecured, unconditional and unsubordinated obligations of CODELCO. The notes rank and will rank without any preference among them and equally with all other unsecured and unsubordinated obligations of CODELCO, other than certain obligations granted preferential treatment pursuant to Chilean law. It 1s understood that this provision will not be construed so as to require CODELCO to make payments under the notes ratably with payments being made under any other obligations. The indenture contains no restriction on the amount of additional indebtedness which may be incurred by CODELCO or its subsidiaries; however, as set forth under –Limitation on Liens below, the indenture contains certain restrictions on the ability of CODELCO and its subsidiaries to incur secured indebtedness.
Registration, Form and Delivery
The trustee will initially act as paying agent, transfer agent and registrar for each series of notes. Each series of notes will be issued upon the closing of this offering in definitive, fully registered form, without coupons, in denominations of U.S.$200,000 principal amount at maturity and multiples of U.S.$1,000 in excess thereof. The notes will be exchangeable, and transfers thereof will be registrable, at the office of the registrar for the notes. No charge will be made to holders of the notes in connection with any exchange or registration of transfer, but CODELCO may require payment of a sum sufficient to cover any tax or other governmental charge payable in that connection.
The trustee will maintain at 1ts office in the City of New York, currently located at 240 Greenwich Street, New York, New York 10286, a security register (the Security Register) with respect to the notes. The name and address of the registered Holder of each note and the amount of each note will be recorded in the applicable Security Register, and the trustee and CODELCO may treat the person in whose name the note 1s registered as the owner of such note for all purposes. For so long as each series of notes are represented by one or more Global Notes, the registered owner of a Global Note, in accordance with the terms of the indenture, may be treated at all times and for all purposes by CODELCO and the trustee as the sole owner with respect to such notes, with respect to all payments on the notes and for all other purposes under the terms of the notes and the indenture.
Each series of notes are being offered and sold in connection with the initial offering thereof solely to qualified institutional buyers, as that term is defined in Rule 144A under the Securities Act, pursuant to Rule 144A, and in offshore transactions to persons other than U.S. persons, as defined in Regulation S under the Securities Act, in reliance on Regulation S. Following the initial offering of the notes, the notes may be resold to qualified institutional buyers pursuant to Rule 144A, non-U.S. persons in reliance on Regulation S and pursuant to Rule 144 under the Securities Act, as described under Transfer Restrictions.
The Global Notes Rule 144A Global Note
Each series of notes offered and sold to qualified institutional buyers pursuant to Rule 144A will initially be issued in the form of one or more registered notes in global form, without interest coupons. The Rule 144A Global Notes will be deposited on the date of the closing of the sale of the notes with, or on behalf of, The Depository Trust Company (DTC), and registered in the name of Cede £ Co., as nominee of DTC, or will remain in the custody of the trustee as custodian for DTC. Interests in the Rule 144A Global Note will be available for purchase only by qualified institutional buyers.
136 Regulation $ Global Note
Each series of notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act will initially be issued in the form of one or more registered notes in global form, without interest coupons. The Regulation S Global Notes will be deposited upon issuance with, or on behalf of, a custodian for DTC.
Except as set forth below, each Rule 144A Global Note and the Regulation S Global Note (collectively the Global Notes) may be transferred, in whole and not in part, solely to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in physical, certificated form (referred to as certificated notes) except in the limited circumstances described below.
The notes will be subject to certain restrictions on transfer and will bear a restrictive legend as set forth under Transfer Restrictions.
All interests in the Global Notes are subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream are subject to the procedures and requirements of such systems.
Euroclear and Clearstream will hold interests in the Global Notes on behalf of their participants through customers securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, will hold such interests in the Global Notes in customers securities accounts in the depositaries names on the books of DTC.
Exchanges Among the Global Notes
Prior to the 40th day after the later of the commencement of the offering of the notes and the date of the closing of the sale of the notes (the period through and including the 40th day, the restricted period), transfers by an owner of a beneficial interest in the Regulation S Global Note to a transferee who takes delivery of this interest through the corresponding Rule 144A Global Note will be made only in accordance with applicable procedures and upon receipt by the trustee of a written certification from the transferor of the beneficial interest in the form provided in the indenture to the effect that such transfer 1s being made to a person whom the transferor reasonably believes 1s a qualified institutional buyer within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A. Such written certification will no longer be required after the expiration of the restricted period.
Transfers by an owner of a beneficial interest in the Rule 144A Global Note to a transferee who takes delivery of such interest through the corresponding Regulation S Global Note, whether before or after the expiration of the restricted period, will be made only upon rece1pt by the trustee of a certification from the transferor to the effect that such transfer 1s being made in accordance with Regulation S under the Securities Act.
Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of an interest in another Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, 1f any, and other procedures applicable to beneficial interests in such other Global Note for as long as 1t remains such an interest.
Certain Book-Entry Procedures for the Global Notes
The descriptions of the operations and procedures of DTC, Euroclear and Clearstream set forth below are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time. Neither CODELCO nor the initial purchasers take any responsibility for these operations or procedures, and investors are urged to contact the relevant system or its participants directly to discuss these matters.
DTC has advised CODELCO that 1t 1s (1) a limited purpose trust company organized under the laws of the State of New York, (11) a banking organization within the meaning of the New York Banking Law, (111) a member of the Federal Reserve System, (1v) a clearing corporation within the meaning of the Uniform Commercial Code, as amended, and (v) a clearing agency registered pursuant to Section 17A of the Securities Exchange Act of 1934, as amended (the Exchange Act). DTC was created to hold securities for 1ts participants and facilitates the clearance
137 and settlement of securities transactions between participants through electronic book-entry changes to the accounts of its participants, thereby eliminating the need for physical transfer and delivery of certificates. DTICs participants include securities brokers and dealers (including the initial purchasers), banks and trust companies, clearing corporations and certain other organizations. Indirect access to DTCs system 1s also available to other entities such as banks, brokers, dealers and trust companies, or indirect participants that clear through or maintain a custodial relationship with a participant, either directly or indirectly. Investors who are not participants may beneficially own securities held by or on behalf of DTC only through participants or indirect participants.
CODELCO expects that pursuant to procedures established by DTC (1) upon deposit of each Global Note, DTC will credit the accounts of participants designated by the initial purchasers with an interest in the Global Note and (11) ownership of the notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the interests of participants) and the records of participants and the indirect participants (with respect to the interests of persons other than participants).
The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. Accordingly, the ability to transfer interests in the notes represented by a Global Note to such persons may be limited. In addition, because DTC can act only on behalf of 1ts participants, who in turn act on behalf of persons who hold interests through participants, the ability of a person having an interest in notes represented by a Global Note to pledge or transfer such interest to persons or entities that do not participate in DTCs system, or to otherwise take actions in respect of such interest, may be affected by the lack of a physical definitive security in respect of such interest.
So long as DTC or 1ts nominee 1s the registered owner of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the notes represented by the Global Note for all purposes under the indenture. Except as provided below, owners of beneficial interests in a Global Note will not be entitled to have notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of certificated notes, and will not be considered the owners or holders thereof under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee thereunder.
Accordingly, each holder owning a beneficial interest in a Global Note must rely on the procedures of DTC and, 1f such holder 1s not a participant or an indirect participant, on the procedures of the participant through which such holder owns its interest, to exercise any rights of a holder of notes under the indenture or such Global Note.
CODELCO understands that under existing industry practice, in the event that CODELCO requests any action of holders of notes, or a holder that is an owner of a beneficial interest in a Global Note desires to take any action that DTC, as the holder of such Global Note, 1s entitled to take, DTC would authorize the participants to take such action and the participants would authorize holders owning through such participants to take such action or would otherwise act upon the instruction of such holders. Neither CODELCO nor the trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, notes by DTC, or for maintamning, supervising or reviewing any records of DTC relating to such notes.
Payments with respect to the principal of, premium, 1f any, and interest on any notes represented by a Global Note registered in the name of DTC or its nominee on the applicable 2037 Record Date or 2053 Record Date will be payable by the trustee to or at the direction of DTC or 1ts nominee in its capacity as the registered holder of the Global Note representing such notes under the indenture. Under the terms of the indenture, CODELCO and the trustee may treat the persons in whose names the notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving payment thereon and for any and all other purposes whatsoever. Accordingly, neither CODELCO nor the trustee has or will have any responsibility or liability for the payment of such amounts to owners of beneficial interests in a Global Note (including principal, premium, 1f any, and interest). Payments by the participants and the indirect participants to the owners of beneficial interests in a Global Note will be governed by standing instructions and customary industry practice and will be the responsibility of the participants or the indirect participants and DTC.
Transfers between participants in DTC will be effected in accordance with DTCs procedures, and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream will be effected in the ordinary way in accordance with their respective rules and operating procedures.
138 Subject to compliance with the transfer restrictions applicable to the notes, cross-market transfers between the participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTCs rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary. However, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines of such system. Euroclear or Clearstream, as the case may be, will, 1f the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Notes in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositaries for Euroclear or Clearstream.
Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. Cash received in Euroclear or Clearstream as a result of sales of interest in a global security by or through a Euroclear or Clearstream participant to a participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTCs settlement date.
Although DTC, Euroclear and Clearstream have agreed to the foregong procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and such procedures may be discontinued at any time. Neither CODELCO nor the trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.
Certificated Notes
With respect to each series of notes, 1f (1) CODELCO notifies the trustee in writing that DTC 1s no longer willing or able to act as a depositary or DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary 1s not appointed within 90 days of such notice or cessation; (11) CODELCO, at its option, notifies the trustee in writing that 1t elects to cause the issuance of notes in definitive form under the indenture; or
(111) upon the occurrence of certain other events as provided in the indenture, then, upon surrender by DTC of the Global Notes, certificated notes will be issued to each person that DTC identifies as the beneficial owner of the notes represented by the Global Notes. Upon any such issuance, the trustee is required to register such certificated notes in the name of such person or persons (or the nominee of any thereof) and cause the same to be delivered thereto.
Neither CODELCO nor the trustee shall be liable for any delay by DTC or any participant or indirect participant in identifying the beneficial owners of the related notes and CODELCO and the trustee may conclusively rely on, and shall be protected in relying on, instructions from DTC for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the notes to be issued).
Covenants
CODELCO has agreed to restrictions on its activities for the benefit of holders of the notes. The following restrictions will apply to the notes:
Consolidation, Merger, Conveyance, Sale or Lease
Nothing contained in the indenture prevents CODELCO from consolidating with or merging into another corporation or conveying, transferring or leasing 1ts properties and assets substantially as an entirety to any person, provided that: (1) the corporation formed by such consolidation or into which CODELCO is merged or the person which acquires by conveyance or transfer, or which leases, the properties and assets of CODELCO substantially as an entirety 1s a corporation organized and existing under the laws of Chile and expressly assumes, by supplemental indenture, the due and punctual payment of the principal of and interest and Additional Amounts, if any, on all
139 outstanding notes and the performance of every covenant in the indenture on the part of CODELCO to be performed or observed; (11) immediately after giving effect to such transaction no Event of Default (as defined below), and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (111) CODELCO has delivered to the trustee an officers certificate and an opinion of counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture complies with the foregoing provisions relating to such transaction.
Limitation on Liens
Nothing contained in the indenture restricts or prevents CODELCO or any Restricted Subsidiary (as defined below) from incurring any additional indebtedness; provided that neither CODELCO nor any Restricted Subsidiary will (1) issue, assume or guarantee any indebtedness for money borrowed (Debt) 1f such Debt 1s secured by a lien upon, or (11) directly or indirectly secure any outstanding Debt by a lien upon, any Principal Property (as defined below) or upon any shares of stock of, or indebtedness of, any Restricted Subsidiary, now owned or hereafter acquired, without effectively providing that the notes shall be secured equally and ratably with such Debt, except that the foregoing restrictions shall not apply to (1) liens on any Principal Property acquired, constructed or improved after the date of issuance of the notes to secure or provide for the payment of the purchase price or cost of construction or improvements (including costs such as increased costs due to escalation, interest during construction and similar costs) thereof incurred after the date of the issuance of the notes, or existing liens on property acquired, provided such liens shall not apply to any property theretofore owned by CODELCO or any Restricted Subsidiary other than theretofore unimproved real property, (11) liens on any Principal Property or shares of stock or indebtedness acquired from a corporation merged with or into CODELCO or a Restricted Subsidiary, (111) liens to secure Debt of a Restricted Subsidiary to CODELCO or another Subsidiary, (1v) the sale or other transfer of any Interest in property of the character commonly referred to as a production payment, (v) liens over any property at the time of acquisition of such property by CODELCO or any of its Restricted Subsidiaries which lien was not (or 1s not) created in connection with such acquisition, (v1) liens in existence on the date of the offering of the notes, (vi1) liens on deposits to secure, or any lien otherwise securing, the performance of bids, statutory obligations, surety bonds, appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business, (v111) liens created on any property to secure Debt incurred in connection with the financing of such property, the repayment of which Debt 1s to be made from the revenues arising out of, or other proceeds of realization from, such property, with recourse to those revenues and proceeds and other property used in connection with, or forming the subject matter of, such property, but without recourse to any other property of CODELCO or any Restricted Subsidiary and (1x) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any lien referred to in the foregoing clauses (1) to (111) or (v), (vi) and (vi11), inclusive of any Debt secured thereby, provided that the principal amount of Debt so secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement lien shall be limited to all or part of the property which secured the lien extended, renewed or replaced (plus improvements on or additions to such property). Notwithstanding the foregolng, CODELCO and one or more Restricted Subsidiaries may issue, assume or guarantee Debt secured by liens which would otherwise be subject to the foregoing restrictions in an aggregate principal amount which, together with the aggregate outstanding principal amount of all other Debt of CODELCO and its Restricted Subsidiaries that would otherwise be subject to the foregoing restrictions (not including Debt permitted to be secured under clauses (1) through (1x) above) and the aggregate value of the sale-and-lease-back transactions described under –Limitation on Sale-and-Lease-Back Transactions below (other than sale-and-lease-back transactions the proceeds of which have been applied as provided in clause (b) under –Limitation on Sale-and-Lease-Back Transactions below), does not at the time of issuance, assumption or guarantee thereof exceed 20.0% of Consolidated Net Tangible Assets.
Consolidated Net Tangible Assets means the total of all assets (including reevaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the consolidated balance sheet of CODELCO and its Subsidiaries as of the then most recent date filed by CODELCO with the CMF, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such reevaluations), less the aggregate of the current liabilities of CODELCO and its Subsidiaries appearing on such balance sheet. The term Principal Property means any mineral property, concentrator, smelter, refinery or rod mill located within Chile, of CODELCO or any Subsidiary except any such property, plant or facility which the Board of Directors by resolution declares 1s not of material importance to the total business conducted by CODELCO and its Subsidiaries as an entity. The term Subsidiary means any corporation more than 50.0% of the outstanding voting stock of which is owned, directly or indirectly, by
140 CODELCO and of which CODELCO has the power to direct the management. The term Restricted Subsidiary means (1) any Subsidiary which owns, directly or indirectly, any Principal Property and (11) any Subsidiary which owns, directly or indirectly, any stock or debt of a Restricted Subsidiary.
Limitation on Sale-and-Lease-Back Transactions
The indenture provides that neither CODELCO nor any Restricted Subsidiary will enter into any arrangement with any person (other than CODELCO or a Restricted Subsidiary), or to which any such person is a party, providing for the leasing to CODELCO or a Restricted Subsidiary for a period of more than three years of any property or assets which has been or 1s to be sold or transferred by CODELCO or such Restricted Subsidiary to such person or to any person (other than CODELCO or a Restricted Subsidiary) to which funds have been or are to be advanced by such person on the security of the leased property or assets unless either (1) CODELCO or such Restricted Subsidiary would be entitled, pursuant to the provisions described under –Limitation on Liens above, to incur Debt in a principal amount equal to or exceeding the value of such sale-and-lease-back transaction, secured by a lien on the property or assets to be leased, without equally and ratably securing the notes, or (11) CODELCO, during or immediately after the expiration of six months after the effective date of such transaction (whether made by CODELCO or a Restricted Subsidiary), applies to the voluntary retirement of indebtedness of CODELCO (including the notes) maturing by 1ts terms more than one year after the original creation thereof (Funded Debt) an amount equal to the value of such transaction, less an amount equal to the sum of (a) the principal amount of notes delivered, within six months after the effective date of such arrangement, to the trustee for retirement and cancellation and (b) the principal amount of other Funded Debt voluntarily retired by CODELCO within such six-month period, in each case excluding retirements of notes and other Funded Debt as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions or by payment at maturity.
Periodic Reports
CODELCO will furnish, to the noteholders and to prospective purchasers of notes, upon request to the trustee, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the notes are not freely transferable under the Securities Act.
Events of Default
An Event of Default with respect to each series of notes 1s defined in the indenture as being any of the following (each an Event of Default): (1) default for 30 days in payment of any interest on the notes; (11) default In payment of principal of the notes; (111) default in the performance, or breach, of any covenant or warranty or obligation of CODELCO in the indenture and continuance of such default or breach for a period of 60 days after written notice 1s given to CODELCO by the trustee or to CODELCO and the trustee by the holders of at least 33 13% In aggregate principal amount of the notes; (1v) default under any bond, debenture, note or other evidence of indebtedness for money borrowed, or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by CODELCO or any Subsidiary, whether such indebtedness now exists or shall hereafter be created, in an aggregate principal amount exceeding U.S.$50.0 million (or 1ts equivalent in any other currency or currencies) which default (x) shall constitute the failure to pay any portion of the principal of such indebtedness when due and payable, whether at maturity, upon redemption or acceleration or otherwise, or (y) shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which 1t would otherwise become due and payable, in either case, 1f such default shall continue for more than 30 Business Days and within such 30 Business Days the time for payment of such amount has not been expressly extended (provided that 1f such default under such indenture or instrument shall be remedied or cured by CODELCO or waived by the holders of such indebtedness, then the event of default with respect to the notes shall be deemed likewise to have been remedied, cured or waived); and (v) certain events of bankruptcy or insolvency of CODELCO or any Significant Subsidiary. Significant Subsidiary is defined in the Indenture as a Subsidiary, the total assets of which exceed 10.0% of the total assets of CODELCO and its subsidiaries on a consolidated basis as of the end of the most recently completed year. The trustee shall not be charged with knowledge of any Event of Default with respect to the notes unless a written notice of such default or Event of Default shall have been given to an officer of the trustee who has direct responsibility for the administration of the indenture and the notes by CODELCO or any holder of notes.
141 The indenture provides that (1) 1f an Event of Default (other than an Event of Default described in clause (v) above) shall have occurred and be continuing with respect to the notes, either the trustee or the holders of not less than 33!3% of the total principal amount of the notes of such series then outstanding may declare the principal of all such outstanding notes and the interest accrued thereon, if any, to be due and payable immediately and (11) If an Event of Default described in clause (v) above shall have occurred, the principal of all such outstanding notes and the interest accrued thereon, 1f any, shall become and be immediately due and payable without any declaration or other act on the part of the trustee or any holder of such notes. The indenture provides that the notes owned by CODELCO or any of its affiliates shall be deemed not to be outstanding for certain purposes, including declaring the acceleration of the maturity of the notes. Upon the satisfaction by CODELCO of certain conditions, including (1) the payment of all fees and expenses of the trustee, (11) CODELCOs deposit with the trustee of a sum sufficient to pay all outstanding amounts then due on the applicable notes (other than principal due by virtue of the acceleration) together with interest on such amounts through the date of the deposit and (111) all Events of Default (other than non-payment of principal that became due by virtue of the acceleration upon the event of default) have been cured or waived, the declaration described in clause (1) of this paragraph may be annulled by the holders of a majority of the total principal amount of the applicable notes then outstanding. Past defaults, other than non-payment of principal, interest and compliance with certain covenants, may be waived by the holders of a majority of the total principal amount of the applicable notes outstanding.
The trustee must give to the holders of the notes notice of all uncured defaults known to 1t with respect to the notes within 30 days after a Responsible Officer of the trustee has received written notification of such a default (unless such default shall have been cured); provided, however, that, except in the case of default in the payment of principal, interest or Additional Amounts, the trustee shall be protected in withholding such notice 1f 1t in good faith determines that the withholding of such notice is in the interest of the holders of the notes. Responsible Officer 1s defined in the indenture as any officer of the trustee with direct responsibility for the administration of the indenture and, with respect to a particular corporate trust matter, any other officer to whom such matter 1s referred because of his knowledge of and familiarity with the particular subject.
No holder of notes may institute any proceeding, judicial or otherwise, under the indenture unless (1) such holder shall have given the trustee written notice of a continuing Event of Default with respect to the notes of that series, (11) the holders of not less than 33!3% of the total principal amount of the notes of that series then outstanding shall have made written request to the trustee to institute proceedings in respect of the Event of Default, (111) such holder or holders shall have offered the trustee such reasonable indemnity as the trustee may require, (1v) the trustee shall have failed to institute an action for 60 days thereafter and (v) no inconsistent direction shall have been given to the trustee during such 60-day period by the holders of a majority of the total principal amount of the notes of such series. Such limitations, however, do not apply to any suit instituted by a holder of a note for enforcement of payment of the principal or interest on the notes on or after the respective stated maturity expressed in such notes.
The indenture provides that, subject to the duty of the trustee during default to act with the required standard of care, the trustee will be under no obligation to exercise any of 1ts rights or powers under the indenture at the request or direction of any holders of the notes, unless such holders shall have offered to the trustee reasonable indemnity.
CODELCO is required to furnish to the trustee annually a statement as to the performance by CODELCO of certain of its obligations under the indenture and as to any default in such performance.
Payment of Additional Amounts
All payments of principal and stated interest under each series of notes by CODELCO will be made without deduction or withholding for or on account of any present or future taxes, assessments, duties or governmental charges of whatever nature imposed or levied by or on behalf of Chile or any political subdivision or territory or possession thereof or therein (the Taxing Jurisdiction) unless the withholding or deduction of such taxes, assessments, duties or governmental charges 1s required by law or regulation or by the official interpretation thereof.
In that event, CODELCO will pay to each Holder of a note such additional amounts (Additional Amounts) as may be necessary in order that each net payment on such note after such deduction or withholding will not be less than the amount provided for in such note to be then due and payable; provided, however, that the foregomg obligation to pay Additional Amounts will not apply to:
142
(1) any tax, assessment, duty or other governmental charge that would not have been so deducted or withheld but for (1) the existence of any present or former connection between the Holder or the beneficial owner of the note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder or beneficial owner, 1f such Holder or beneficial owner 1s an estate, trust, partnership or corporation) and the Taxing Jurisdiction imposing such tax, assessment, duty or other governmental charge (including, without limitation, such Holder or beneficial owner (or such fiduciary, settler, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein) other than the mere receipt of payments in respect of a note or the holding or ownership of a note or beneficial interest therein; or (11) the presentation of a note (where presentation 1s required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof 1s duly provided for, whichever occurs later;
(11) any estate, inheritance, gift, sales, transfer, personal property, capital gains, excise or similar tax, assessment, duty or other governmental charge;
(111) any tax, assessment, duty or other governmental charge that is payable other than by withholding from payments of (or in respect of) principal of, or any interest on, the notes; (1v) any tax, assessment, duty or other governmental charge that would not have been imposed but for the failure to comply with certification, information or other reporting requirements concerning the nationality, residence or identity of the Holder or beneficial owner of the note, 1f compliance is required by statute or by regulation of the Taxing Jurisdiction as a precondition to relief or exemption from all or part of such tax, assessment, duty or other governmental charge, or to a reduction in the applicable tax rate, and proper notice has been sent to the Holder or beneficial owner; or (v) any combination of items (1), (11), (111), and (1v) above.
Nor shall Additional Amounts be paid with respect to any payment of the principal of or any interest on any note to any Holder or beneficial owner that 1s a fiduciary or partnership or other than the sole beneficial owner of such note to the extent such payment would be required by the laws of the Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had 1t been a Holder of such note.
IfCODELCO pays Additional Amounts in respect of the Chilean withholding tax on payments of interest or premium, if any, made by CODELCO in respect of each series of notes to a Foreign Holder (as defined in Taxation) assessed at a rate of 4.0%, and a refund 1s provided with respect to such withholding tax, CODELCO shall have the right to receive and be entitled to such funds from the relevant Taxing Jurisdiction.
Redemption
CODELCO will not be permitted to redeem the notes before their stated maturity, except as set forth below.
The notes will not be entitled to the benefit of any sinking fund -meaning that CODELCO will not deposit money on a regular basis into any separate account to repay your notes. In addition, you will not be entitled to require CODELCO to repurchase your notes from you before the stated maturity.
Optional Redemption CODELCO may redeem on one or more occasions some or all of the notes before they mature.
Prior to October 30, 2036 (three months prior to their maturity date) (the 2037 Par Call Date), CODELCO may redeem the 2037 notes at 1ts option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
143
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on the 2037 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the 2037 notes to be redeemed, plus, in erther case, accrued and unpaid interest thereon to the redemption date.
Prior to March 8, 2053 (six months prior to their maturity date) (the 2053 Par Call Date), CODELCO may redeem the 2053 notes at 1ts option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on the 2053 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the 2053 notes to be redeemed, plus, in erther case, accrued and unpaid interest thereon to the redemption date.
On or after the 2037 Par Call Date and the 2053 Par Call Date, as applicable, CODELCO may redeem each series of the notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
Treasury Rate means, with respect to any redemption date, the yield determined by CODELCO in accordance with the following two paragraphs.
The Treasury Rate shall be determined by CODELCO after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as Selected Interest Rates (Daily) – H.15 (or any successor designation or publication) (H.15) under the caption U.S. government securities-Treasury constant maturities-Nominal (or any successor caption or heading). In determining the Treasury Rate, CODELCO shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the applicable Par Call Date (the Remaining Life); or (2) 1f there 1s no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the applicable Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) 1f there 1s no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third Business Day preceding the redemption date H.15 or any successor designation or publication 1s no longer published, CODELCO shall calculate the Treasury Rate based on the rate per annum equal to the semi- annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that 1s closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the applicable Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the applicable Par Call Date, one with a maturity date preceding the applicable Par Call Date and one with a maturity date following the applicable Par Call Date, CODELCO shall select the United States Treasury security with a maturity date preceding the applicable Par Call Date. If there are two or more United States Treasury securities maturing on the applicable
144 Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, CODELCO shall select from among these two or more United States Treasury securities the United States Treasury security that 1s trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
CODELCOs actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. CODELCO will notify the trustee of the redemption price promptly after the calculation thereof and the trustee shall have no duty to determine, or verify the calculation of, the redemption price.
Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary?s procedures) at least 10 days but not more than 60 days before the redemption date to each holder of notes to be redeemed. For so long as the notes are listed on the Luxembourg Stock Exchange and the rules of the Euro MTF market so require, CODELCO will cause notices of redemption to be announced through the Luxembourg Stock Exchange.
In the case of a partial redemption, selection of definitive notes for redemption will be made by lot. No notes of a principal amount of U.S.$1,000 or less will be redeemed in part. If any note in definitive form 1s to be redeemed in part only, the notice of redemption that relates to such note will state the portion of the principal amount of the note to be redeemed. A new definitive note in a principal amount equal to the unredeemed portion of such note will be issued in the name of the holder of such note upon surrender for cancellation of the original definitive note. For so long as the notes are held by DTC (or another depositary), the redemption of the notes shall be done in accordance with the policies and procedures of the depositary, which may be made on a pro rata pass-through distribution of principal basis.
Unless CODELCO defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the notes or portions thereof called for redemption.
Tax Redemption
Each series of notes may be redeemed at the election of CODELCO, in whole, but not in part, by the giving of notice as provided in –Notices below (which notice shall be irrevocable), at a price equal to the outstanding principal amount thereof, together with any Additional Amounts and accrued and unpaid interest to the redemption date, 1f, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder, including a holding by a court of competent jurisdiction) of the Taxing Jurisdiction, or any change in the official application, administration or interpretation of such laws, regulations or rulings in such Taxing Jurisdiction, CODELCO has or will become obligated to pay Additional Amounts on the applicable notes in excess of the Additional Amounts that would be payable were payments of interest on the notes subject to the 4.0% of Chilean Interest Withholding Tax, as defined below (Excess Additional Amounts), and 1f such change or amendment is announced or becomes effective on or after the date of the agreement to purchase the notes and such obligation cannot be avoided by CODELCO taking measures 1t considers reasonable and that are available to 1t (for this purpose, reasonable measures shall not include any change in CODELCOS'”s or any successors jurisdiction of incorporation or organization or location of its principal executive or registered office); provided, however, that no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which CODELCO would be obligated to pay such Excess Additional Amounts, were a payment in respect of the notes then due. Prior to the giving of notice of redemption of such notes, CODELCO will deliver to the trustee an officers certificate and a written opinion of recognized Chilean counsel independent of CODELCO to the effect that all governmental approvals necessary for CODELCO to effect such redemption, 1f any, have been or at the time of redemption will be obtained and in full force and effect and that CODELCO is entitled to effect such a redemption, and setting forth in reasonable detail the
145 circumstances giving rise to such right of redemption. See Taxation-Chilean Taxation.
Notices
For so long as the notes are outstanding in global form, notices to be given to holders will be given to the depositary, in accordance with 1ts applicable procedures as in effect from time to time. If notes are issued in individual definitive form, notice to holders of the notes will be given by mail to the addresses of such holders as they appear in the security register. In addition, so long as the notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, notices will also be published in a leading newspaper having general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange (www.luxse.com). Any such notice will be deemed to have been delivered on the date of first publication.
Replacement of Notes
In case of mutilated, destroyed, lost or stolen notes, application for replacement thereof may be made to the trustee or CODELCO. Any such note shall be replaced by the trustee in compliance with such procedures, and on such terms as to evidence and indemnification, as the trustee or CODELCO may require and subject to any applicable law or regulation. All such costs as may be incurred in connection with the replacement of any notes shall be borne by the applicant. Mutilated notes must be surrendered before new ones will be issued.
Modification of the Indenture
CODELCO and the trustee may, without the consent of the holders of notes, amend, walve or supplement the indenture or the notes for certain specified purposes, including among other things: (1) to evidence CODELCOs succession by another corporation, and the assumption by such party of CODELCOs obligations; (11) to add to CODELCO*”s covenants or surrender any of its rights or powers for the benefit of all or any series of notes; (111) to cure any ambiguity, defect or inconsistency in the indenture; (1v) to provide for the issuance of any new series of securities, andor add to the rights of any holders of any series of notes; (v) to provide for the appointment of a successor trustee; (v1) to add any additional Events of Default for the benefit of any or all series; (v11) to provide for the issuance of securities in bearer form; and (v111) to make any other change to the indenture as shall not adversely affect the interests of any holder of the notes.
In addition, with certain exceptions, the indenture and the notes may be modified by CODELCO and the trustee with the consent of the holders of a majority in aggregate principal amount of the notes of the series affected thereby then outstanding, but no such modification may be made without the consent of the holder of each outstanding note affected by the modification which would:
(1) change the maturity of any principal of, or any premium on, or any installment of interest on, any note, or reduce the principal amount thereof or the rate of interest or any premium (or Additional Amounts, 1f any) payable thereon, or change the method of computing the amount of principal thereof or interest or premium (or Additional Amounts, if any) payable thereon on any date, or change any place of payment where, or the coin or currency in which, the principal or interest (including Additional Amounts) on any note are payable, or impair the right of holders to institute suit for the enforcement of any such payment on or after the date when due;
(11) reduce the percentage in aggregate principal amount of outstanding notes of such series, where the consent of holders 1s required for any such modification or for any waiver of compliance with certain provisions of the indenture or certain defaults thereunder and their consequences provided for in the indenture; or
(111) modify provisions relating to walver of certain defaults, walver of certain covenants and the provisions summarized in this paragraph, including provisions governing the amendment of the indenture, except to increase any such percentage or to provide that certain other provisions of the indenture cannot be modified or walved without the consent of the holder of each outstanding note affected by the modification.
The indenture provides that the notes owned by CODELCO or any of its affiliates shall be deemed not to be outstanding for, among other purposes, consent to any such modification.
146 Defeasance and Covenant Defeasance
With respect to each series of notes, CODELCO, at its option, at any time upon the satisfaction of certain conditions described below, may elect to be discharged from its obligations with respect to the notes. In general, upon a defeasance, CODELCO shall be deemed to have paid and discharged the entire indebtedness represented by the applicable notes and to have satisfied all of 1ts obligations under such notes, except for: (1) the rights of holders of notes to receive, solely from the trust fund established for such purposes, payments in respect of the principal of, and interest, and Additional Amounts, if any, on the notes when such payments are due; (11) certain provisions relating to ownership, registration and transfer of the notes; (111) the covenant relating to the maintenance of an office or agency in New York City, and (1v) certain provisions relating to the rights, powers, trusts, duties and immunities of the trustee.
In addition, CODELCO, at its option, at any time, upon the satisfaction of certain conditions described below, may discharge its obligation to comply with the covenants specified above under -Consolidation, Merger, Conveyance, Sale or Lease, –Limitation on Liens and -Limitation on Sale-and-Lease-Back Transactions. In order to cause a defeasance or covenant defeasance with respect to the notes, CODELCO will be required to (1) deposit funds or obligations issued by the United States in an amount sufficient to provide for the timely payment of principal, interest and all other amounts due under the notes with the trustee, and (11) satisfy certain other conditions, including delivery to the trustee of an opinion of independent tax counsel of recognized standing to the effect that beneficial owners of notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case 1f such deposit and defeasance had not occurred.
Such opinion of counsel in the case of defeasance must refer to and be based upon a ruling of the U.S. Internal Revenue Service (IRS) or a change in applicable U.S. federal income tax law occurring after the date of the indenture.
Governing Law; Submission to Jurisdiction; Sovereign Immunity
The indenture provides that 1t and the notes will be governed by, and will be construed and interpreted in accordance with, the law of the State of New York. The indenture provides that CODELCO will maintain at all times during the life of the notes an office or agent in the Borough of Manhattan, The City of New York, upon whom process may be served in any action arising out of or based on the notes which may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New York, by any holder of a note, and CODELCO will expressly accept the jurisdiction of any such court.
To the extent that CODELCO may be entitled, in any jurisdiction in which judicial proceedings may at any time be commenced with respect to the notes, to claim for itself or 1ts revenues or assets any immunity from suit, jurisdiction, attachment in aid or execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect to its obligations under the notes, and to the extent that in any such jurisdiction there may be attributed to CODELCO such an immunity (whether or not claimed), CODELCO will irrevocably agree not to claim and will irrevocably waive such immunity to the maximum extent permitted by law.
Article 226 of the Mining Code of Chile prohibits the attachment and judicial sale of a debtor?s mining concessions and installations and other goods permanently dedicated to exploration or extraction of minerals relating to those mining concessions, except with respect to mortgages. However, a debtor may consent to such attachment and sale, provided that the consent is given in the same judicial proceeding in which the attachment and sale is sought. The general waiver of immunity by CODELCO in the notes will not be effective with respect to immunity under Article 226. In addition, pursuant to the Constitution, mining concessions corresponding to mining deposits exploited by CODELCO upon its creation in 1976 may not be subject to attachment or to any act of disposition by CODELCO.
Further Issues of Notes
With respect to each series of notes, without the consent of the holders, CODELCO may create and 1ssue additional notes with terms and conditions that are the same (or the same except as to scheduled interest payments prior to the time of issue of the additional notes) as the terms and conditions of such series of notes. CODELCO
147 may consolidate the additional notes to form a single series with such notes; provided, however, that unless such additional notes are issued under a separate CUSIP number, such additional notes must be part of the same issue as the outstanding series of notes, issued pursuant to a qualified reopening of the outstanding series of notes, or issued with less than a de minimis amount of original issue discount, in each case for U.S. federal income tax purposes.
148 TAXATION General
The following 1s a summary of certain Chilean tax and U.S. federal income tax considerations (and certain EU-related tax consequences) relating to the purchase, ownership and disposition of notes. The summary does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase the notes, and, except to the extent certain EU-related tax consequences are described below, 1t does not describe any tax consequences arising under the laws of any national, state, or local taxing jurisdiction other than the United States and Chile.
This summary 1s based on the tax laws of Chile and the United States as in effect on the date of this offering memorandum, as well as regulations, rulings and decisions of Chile and the United States available on or before such date and now in effect, and the provisions of the Treaty (as defined below). All of the foregoing 1s subject to change, which may apply retroactively and could affect the continued validity of this summary.
Prospective purchasers of the notes should consult their own tax advisors as to the Chilean, United States or other tax consequences of the purchase, ownership and disposition of the notes, taking into account the application of the tax considerations discussed below to their particular situation, as well as the application of state, local, foreign or other tax laws.
Chilean Taxation
The following is a general summary of the material consequences under Chilean tax law, as currently in effect, of an investment in the notes made by a Foreign Holder.
On December 19, 2023, the Treaty to Avoid Double Taxation signed between Chile and the United States in 2010 (modified by two reservations in June 2023 by the U.S. Senate) (the Treaty), came into force, after the United States notified Chile of the completion of the approval procedure. The Treaty should not provide a more beneficial tax treatment on withholding taxes than the established Chilean domestic law regarding interest payments made under the notes to foreign holders.
For purposes of this summary, the term Foreign Holder means (1) an individual not resident or domiciled in Chile or (11) a legal entity that 1s not incorporated under the laws of Chile, unless the notes are acquired by or assigned to a branch, agent, representative or a permanent establishment of such entity in Chile. For purposes of Chilean taxation, (a) an individual is a resident of Chile 1f such individual has remained in Chile, uninterruptedly or not, for a period or periods that in total exceed 183 days within a twelve-month period, and (b) an individual is domiciled in Chile 1f such individual resides in Chile with the actual or presumptive intention of remaining in Chile notwithstanding the time resided in Chile (the intention will be determined according to factual circumstances such as the acceptance of a long-term employment within Chile or the relocation of ones family to Chile, if heshe obtains the majority of hisher income in Chile, or if heshe has a principal place of business in Chile).
Under Chiles Income Tax Law, payments of interest or premium, if any, in respect of the notes to a Foreign Holder will generally be subject to a Chilean withholding tax assessed at a rate of 35.0%. However, interest and premium (analogous to interest) from bonds or debentures issued in foreign or local currency by companies incorporated in Chile (1.e., CODELCO) are subject to a reduced tax rate of 4.0% (the Chilean Interest Withholding Tax.
A Foreign Holder will not be subject to any Chilean taxes in respect of payments of principal made by CODELCO with respect to the notes.
As described above, CODELCO has agreed, subject to specific exceptions and limitations, to pay to the holders of notes Additional Amounts in respect of the Chilean Interest Withholding Tax in order that any interest or premium the Foreign Holder rece1ves, net of the Chilean Interest Withholding Tax, equals the amount which would have been received by such Foreign Holder in the absence of such withholding. See Description of Notes-Payment of Additional Amounts.
149 The Income Tax Law provides that a Foreign Holder is subject to income tax on Chilean source income.
Chilean source income 1s defined by the Income Tax Law as income arising from goods located in Chile or activities performed in Chile, regardless of the domicile or residence of the taxpayer. Article 11 of the Income Tax Law also states that bonds and other private or public securities issued in Chile by taxpayers domiciled, resident or established in Chile, such as CODELCO, will be deemed to be located in Chile. Consequently, as the notes are issued outside of Chile, capital gains arising from the disposition of the notes should not be deemed as Chilean source income.
Therefore, any capital gains realized by a Foreign Holder on the sale or other disposition of the notes issued outside of Chile should not be subject to any Chilean taxes.
A Foreign Holder will not be liable for estate, gift, inheritance or similar taxes with respect to 1ts holdings unless the notes held by a Foreign Holder are either located in Chile at the time of such Foreign Holders death, or, 1f the notes are not located in Chile at the time of a Foreign Holders death, 1f such notes were purchased or acquired with funds obtained from Chilean sources.
As a general rule, the issuance of the notes is subject to stamp tax at a rate of 0.066% per month or fraction thereof elapsed between the issuance and the maturity of the notes, calculated over the principal amount of the notes, with a maximum 0.8% stamp tax over the principal amount, which will be payable by CODELCO. If the stamp tax 1s not paid when due, Chiles stamp tax law imposes penalties (fines, interests, and inflation adjustments), which will also be payable by CODELCO. In addition, until such tax (and any penalty) is paid, Chilean courts would not enforce any action brought with respect to the notes. We have agreed to pay promptly such tax when due.
U.S. Federal Income Taxation
This summary of U.S. federal income tax considerations deals with U.S. Holders (as defined below) that will hold notes as capital assets and whose functional currency 1s the U.S. dollar. It does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a particular investors decision to purchase notes and generally does not address the tax treatment of U.S. Holders that may be subject to special tax rules, such as certain banks, tax-exempt entities, partnerships (or entities classified as partnerships for U.S. federal Income tax purposes) or partners therein, insurance companies, regulated investment companies, dealers in securities or currencies, traders in securities electing to mark to market, U.S. expatriates, U.S. Holders holding the notes in connection with a trade or business conducted outside the United States, nonresident alien individuals present in the United States for 183 days or more during a taxable year, or persons that will hold notes as part of an integrated investment (including a straddle) consisting of the notes and one or more other positions. This discussion only addresses holders of notes that acquire such notes in this offering at the applicable price set forth on the first page of this offering memorandum.
As used in this section –U.S. Federal Income Taxation, the term U.S. Holder means a beneficial owner of a note that is a citizen or resident of the United States or a U.S. domestic corporation or that otherwise will be subject to U.S. federal income taxation on a net income basis in respect of the notes.
This summary 1s based on the U.S. Internal Revenue Code of 1986 (the Code), as amended to the date hereof, administrative pronouncements, judicial decisions, final, temporary and proposed Treasury Regulations and the Treaty, changes to any of which subsequent to the date of this offering memorandum may affect the tax consequences described herein. Investors should consult their own tax advisors in determining the tax consequences to them of purchasing, owning, and disposing of the notes, including the application in their particular circumstances of the U.S. federal income tax considerations discussed below, as well as the application of state, local, non-U.S. or other tax laws, the alternative minimum tax or the Medicare tax on net investment income or the special timing rules prescribed under section 451(b) of the Code and possible changes in tax laws.
Qualified Reopening.
For U.S. federal income tax purposes, CODELCO intends to treat the 2053 notes as issued in a qualified reopening of the original 2053 notes. Provided such treatment 1s respected, for U.S. federal income tax purposes, the 2053 notes will be considered to have the same issue price and issue date as the original 2053 notes. The remainder of this discussion assumes that the 2053 notes are treated as having been issued in a qualified reopening of the original 2053 notes.
150 Pre-Reopening Accrued Interest.
The initial offering price for the 2053 notes will include amounts attributable to interest accrued from September 8, 2025, which we call pre-reopening accrued interest. Pre-reopening accrued interest will be included in the accrued interest to be paid on the 2053 notes on the first interest payment date after the issuance of the 2053 notes. In accordance with applicable U.S. Treasury regulations, for U.S. federal income tax purposes, we will treat the 2053 notes as having been issued for a price that does not include any pre-reopening accrued interest. We intend to treat the portion of the first stated interest payment equal to the pre-reopening accrued interest as a nontaxable return of such pre-reopening accrued interest and, accordingly, 1t generally will not be includable in income. U.S.
Holders should consult their tax advisors regarding the tax treatment of pre-reopening accrued interest.
Payments of Interest and Additional Amounts.
The gross amount of stated interest and Additional Amounts (1.e., without reduction for Chilean taxes withheld, and not including any amounts representing pre-reopening accrued interest) will be taxable to a U.S.
Holder as ordinary interest income at the time it accrues or 1s actually or constructively received in accordance with the U.S. Holder?s method of accounting for U.S. federal income tax purposes. Under the treatment described in
U.S. Federal Income Taxation-Qualified Reopening above, the 2053 notes will not be treated as issued with original issue discount (OID) for U.S. federal income tax purposes. In addition, 1t 1s expected, and this discussion assumes, that the 2037 notes will be issued without OID for those purposes. In general, however, 1f the 2037 notes are issued with OID at or above a de minimis threshold, a U.S. Holder will be required to include OID in gross Income, as ordinary income, under a constant-yield method before the rece1pt of cash attributable to such income, regardless of the U.S. Holders regular method of accounting for U.S. federal income tax purposes.
A U.S. Holder that purchases the 2053 notes at a cost (excluding any amount attributable to pre-reopening accrued interest) greater than the principal amount of the 2053 notes will be considered to have purchased the 2053 notes at a premium, and generally may elect to amortize the premium (as an offset to interest income) using a constant yield method over the remaining term of the 2053 notes. However, because we may redeem the 2053 notes prior to maturity at a premium, special rules apply that may reduce, eliminate or defer the amount of premium that a U.S. Holder may amortize with respect to the 2053 notes. Ifa U.S. Holder makes the election to amortize premium, 1t generally will apply to all taxable debt instruments that the U.S. Holder holds during the taxable year for which the election 1s made, as well as any taxable debt instruments that such U.S. Holder subsequently acquires. In addition, a U.S. Holder may not revoke the election without the consent of the IRS. U.S. Holders that elect to amortize the premium will be required to reduce their adjusted tax basis in the 2053 notes by the amount of premium amortized during their holding period. For U.S. Holders that do not elect to amortize premium, the amount of premium will be included in their adjusted tax basis in the 2053 notes. Therefore, 1fa U.S. Holder does not elect to amortize premium and holds the 2053 notes to maturity, such U.S. Holder generally will be required to treat the premium as capital loss when the 2053 notes mature.
Subject to generally applicable limitations and conditions, a U.S. Holder may be eligible for credit against such U.S. Holders U.S. federal income tax liability for Chilean interest withholding tax. These generally applicable limitations and conditions include requirements adopted by the IRS in regulations promulgated in December 2021 and any Chilean tax will need to satisfy these requirements in order to be eligible to be a creditable tax for a U.S.
Holder. In the case of a U.S. Holder that either (1) 1s eligible for, and properly elects, the benefits of the Treaty, or
(11) consistently elects to apply a modified version of these rules under temporary guidance and complies with specific requirements set forth in such guidance, the Chilean tax on interest generally will be treated as meeting the requirements and therefore as a creditable tax. In the case of all other U.S. Holders, the application of these requirements to the Chilean tax on interest is uncertain and we have not determined whether these requirements have been met. If the Chilean tax 1s not a creditable tax for a U.S. Holder or the U.S. Holder does not elect to claim a foreign tax credit for any foreign income taxes, the U.S. Holder may be able to deduct the Chilean tax in computing the U.S. Holders taxable income for U.S. federal income tax purposes, subject to applicable limitations and requirements. Interest and Additional Amounts will constitute income from sources without the United States and, for U.S. Holders that validly claim foreign tax credits, generally will constitute passive category income for foreign tax credit purposes.
The availability and calculation of foreign tax credits and deductions for foreign taxes may depend on a
151
U.S. Holders particular circumstances and involve the application of complex rules to those circumstances. The temporary guidance discussed above also indicates that the Treasury and the IRS are considering proposing amendments to the December 2021 regulations and that the temporary guidance can be relied upon until additional guidance 1s issued that withdraws the temporary guidance. U.S. Holders should consult their own tax advisors regarding the application of these rules to their particular situations.
Taxation of Dispositions. A U.S. Holder will generally recognize taxable gain or loss upon the sale, exchange, redemption or other taxable disposition of the notes in an amount equal to the difference between the amount realized upon such sale, exchange, redemption or other disposition (less any accrued interest and, in the case of a redemption, any Additional Amounts with respect to accrued interest, which will be taxable in the manner described above under –Payments of Interest and Additional Amounts) and such U.S. Holders adjusted tax basis in those notes. A U.S. Holders adjusted tax basis in a note will generally equal the cost of the note to such Holder (excluding any amount attributable to pre-reopening accrued interest), reduced by amortizable bond premium previously amortized. Such gain or loss will generally be capital gain or loss, and will be long-term capital gain or loss 1f the notes are held for more than one year. Certain non-corporate U.S. Holders (including individuals) may be eligible for a preferential rate in respect of long-term capital gain. The deduction of capital losses is subject to limitations.
Specified Foreign Financial Asset Reporting. Certain U.S. Holders that own specified foreign financial assets with an aggregate value in excess of U.S.$50,000 on the last day of the taxable year or U.S.$75,000 at any time during the taxable year are generally required to file an information statement along with their tax returns, currently on IRS Form 8938, with respect to such assets. Specified foreign financial assets include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer (which would include the notes) that are not held in accounts maintained by financial institutions. Higher reporting thresholds apply to certain individuals living abroad and to certain married individuals. Regulations extend this reporting requirement to certain entities that are treated as formed or availed of to hold direct or indirect interests in specified foreign financial assets based on certain objective criteria. U.S. Holders who fail to report the required information could be subject to substantial penalties. In addition, the statute of limitations for assessment of tax would be suspended, in whole or part. Prospective investors should consult their own tax advisors concerning the application of these rules to their investment in the notes in their particular circumstances.
Information Reporting and Backup Withholding. Payments of interest and Additional Amounts on the notes and sales or redemption proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting and to backup withholding unless the holder is an exempt recipient that, 1f required, establishes 1ts exemption or in the case of backup withholding, the holder provides a correct taxpayer identification number and certifies that 1t is not subject to backup withholding.
Any amounts withheld under the backup withholding rules from a payment to a holder generally will be refunded (or credited against such holder?s U.S. federal income tax liability, 1f any), provided the required information is properly furnished to the IRS on a timely basis.
152 PLAN OF DISTRIBUTION
Subject to the terms and conditions of the purchase agreement among CODELCO, BofA Securities, Inc., Crédit Agricole Securities (USA) Inc., HSBC Securities (USA) Inc., and Santander US Capital Markets LLC, the initial purchasers have severally, and not jointly, agreed to purchase from the Company the following respective principal amounts of notes listed opposite their name below at the initial offering prices set forth on the cover page of this offering memorandum, less commissions:
Principal Amount of Principal Amount of Initial Purchasers 2037 Notes 2053 Notes (in U.S.$)
BofA Securities, ÍNC. ….oooonnccnnnnccnonconononcnoncconnncconnnccnanc cancion $250,000,000 $62,500,000
Crédit Agricole Securities (USA) INC. ..oooooonnocccnoccccnoncconnacono $250,000,000 $62,500,000
HSBC Securities (USA) INC. c.0oonconoccononocinncnonanncnnncnncnnncnncnno $250,000,000 $62,500,000 Santander US Capital Markets LLC ……….ccccccccnnnnnnnnnnnnnnnns $250,000,000 $62,500,000 A $1,000,000,000 $250,000,000
The purchase agreement provides that the obligations of the several initial purchasers to purchase the notes offered hereby are subject to certain conditions precedent and that the initial purchasers will purchase all of the notes offered by this offering memorandum if any of these notes are purchased. The initial purchasers may use any of their affiliates to offer and sell any of the notes. The initial purchasers are offering the notes, subject to prior sale, when, as and 1f issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the notes, and other conditions contained in the purchase agreement, such as the rece1pt by the initial purchasers of officer?s certificates and legal opinions. The initial purchasers reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.
After the initial offering, the initial purchasers may change the offering price and other selling terms.
CODELCO has agreed to indemnify the initial purchasers against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the initial purchasers may be required to make in respect of any of these liabilities.
The notes have not been registered under the Securities Act. Each initial purchaser has agreed that 1t will offer or sell the notes only (1) in the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act or (11) in offshore transactions in reliance on Regulation S under the Securities Act. The notes being offered and sold pursuant to Regulation S may not be offered, sold or delivered in the United States or to, or for the account or benefit of, any U.S. person, unless the notes are registered under the Securities Act or an exemption from, the registration requirements thereof 1s available. Resales of the notes are restricted as described under Transfer Restrictions.
Until forty (40) days after the later of the commencement of the offering and the closing date, any offer or sale of notes within the United States by a broker-dealer (whether or not participating in this offering) may violate the registration requirements of the Securities Act, unless such offer or sale 1s made pursuant to Rule 144A under the Securities Act or another available exemption from the registration requirements thereof. Terms used above have the meanings given to them by Regulation S and Rule 144A under the Securities Act.
CODELCO has agreed, that for a period of 30 days from the date of the purchase agreement, CODELCO will not, without prior consent of the initial purchasers, offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction which 1s designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by CODELCO or any affiliate of CODELCO or any person in privity with CODELCO or any of its affiliates), directly or indirectly, or announce any public or broadly marketed offering of, any U.S. dollar-denominated debt securities issued or guaranteed by CODELCO in the international capital markets (other than the notes).
153 The original 2053 notes are listed, and we intend to apply to list both series of notes, on the Official List of the Luxembourg Stock Exchange and for trading on the Euro MTF market of the Luxembourg Stock Exchange; however, the 2037 notes have not been listed yet. Both series of notes are expected to trade on the Euro MTF market ofthe Luxembourg Stock Exchange. See General Information-Listing. The initial purchasers may make a market in the notes after completion of the offering, but will not be obligated to do so and may discontinue any market-making activities at any time without notice. No assurance can be given as to the liquidity of the trading market for the notes or that an active market for the notes will develop. If an active public trading market for the notes does not develop, the market price and liquidity of the notes may be adversely affected. If notes of a series are traded, they may trade at a discount from their initial offering price, depending on prevailing interest rates, the market for similar securities, our operating performance and financial condition, general economic conditions and other factors.
In connection with the offering of each series of notes, the initial purchasers may engage in overallotment, stabilizing transactions and syndicate covering transactions. Overallotment involves sales in excess of the offering size, which creates a short position for the initial purchasers. Stabilizing transactions involve bids to purchase the notes in the open market for the purpose of pegging, fixing or maintamning the price of the notes. Syndicate covering transactions involve purchases of the notes in the open market after the distribution has been completed in order to cover short positions. Stabilizing transactions and syndicate covering transactions may cause the price of the notes to be higher than 1t would otherwise be in the absence of those transactions. If the initial purchasers engage in stabilizing or syndicate covering transactions, they may discontinue them at any time without notice.
The initial purchasers and therr affiliates have performed and may in the future perform certain commercial banking, investment banking or advisory services for us from time to time for which they have received customary fees and expenses. The initial purchasers may, from time to time, continue to engage in transactions with and perform services for us in the ordinary course of their business.
In addition, in the ordinary course of their business activities, the initial purchasers and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities andor instruments of ours or our affiliates. Certain of the initial purchasers or therr affiliates that have a lending relationship with us routinely hedge, and certain other of those initial purchasers or their affiliates that have a lending relationship with us may hedge, their credit exposure to us consistent with their customary risk management policies. Typically, such initial purchasers and the1r affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the notes offered hereby. Any such short positions could adversely affect future trading prices of the notes offered hereby.
The initial purchasers and their affiliates may also make investment recommendations andor publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to customer that they acquire, long andor short positions in such securities and instruments.
Delivery of the notes 1s expected on or about January 30, 2026, which will be the third business day following the date of pricing of the notes (this settlement cycle being referred to as *TI+3). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the business day prior to delivery of the notes hereunder will be required, by virtue of the fact that the notes init1ally may settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement.
Purchasers of the notes who wish to trade notes prior to the business day before their date of delivery hereunder should consult their own advisor.
Notice to Prospective Investors in the European Economic Area (EEA) The notes are not intended to be offered, sold or otherwise made available to and will not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who 1s one (or more) of:
(1) a retail client as defined in point (11) of Article 4(1) of MIFID IP; or
154
(11) a customer within the meaning of the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MIFID HH.
Consequently, no key information document required by Regulation (EU) No 12862014 (as amended, the PRIIPs Regulation) for offering or selling the notes or otherwise making them available to retail investors in the EEA, has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Notice to Prospective Investors in the United Kingdom
The notes are not intended to be offered, sold or otherwise made available to and will not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of:
(1) A retail client as defined in point (8) of Article 2 of Regulation (EU) No 20175653 as it forms part of domestic law by virtue of the EUWA,; or
(11) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the FSMA) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 6002014 as it forms part of domestic law by virtue of the EUWA.
Consequently, no key information document required by the PRIIPs Regulation as 1t forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
This offering memorandum 1s for distribution only to and is directed only at (1) persons who are outside the United Kingdom or (11) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (111) high net worth companies and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as relevant persons). The notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only with relevant persons. Any person who 1s not a relevant person should not act or rely on this document or any of its contents.
Notice to Prospective Investors in Canada
The notes may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories Of Canada may provide a purchaser with remedies for rescission or damages 1f this offering memorandum (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser?s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser?s province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the initial purchasers are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
155 Notice to Prospective Investors in Brazil
The offer and sale of the notes have not been and will not be registered with the Brazilian Securities Commission (comissáo de valores mobiliários, or CVM) and, therefore, will not be carried out by any means that would constitute a public offering in Brazil under CVM Resolution No 160, dated 13 July 2022, as amended (CVM Resolution 160) or unauthorized distribution under Brazilian laws and regulations. The notes will be authorized for trading on organized non-Brazilian securities markets and may only be offered to Brazilian professional investors (as defined by applicable CVM regulation), who may only acquire the notes through a non-Brazilian account, with settlement outside Brazil in non-Brazilian currency. The trading of the notes on regulated securities markets in Brazil 1s prohibited.
Notice to Prospective Investors in Hong Kong
The notes may not be offered or sold in Hong Kong by means of any document other than (a) to professional investors as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the SFO) and any rules made under the SFO Ordinance; or (b) in other circumstances which do not result in the document being a prospectus as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that ordinance; and no advertisement, invitation or document relating to the notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which 1s directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except 1f permitted to do so under the securities laws of Hong Kong) other than with respect to the notes which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the SFO and any rules made under that ordinance.
Notice to Prospective Investors in Italy
The offer of the notes has not been registered with the Commissione Nazionale per le Societá e la Borsa (Italian Securities and Exchange Commission, or the CONSOB) pursuant to Italian securities legislation and, accordingly, the notes may not be offered, sold or distributed to the public in the Republic of Italy (Italy) nor may copies of this offering memorandum or of any other document relating to the notes be distributed in Italy, except:
(1) to investitori qualificati (qualified investors), as defined in Article 2, paragraph (e) of the Prospectus Regulation as implemented by Article 34-ter of CONSOB Regulation No.11971 of May 14, 1999, as amended from time to time, (the Issuers Regulation); or
(11) In any other circumstances where an express exemption from compliance with the restrictions on offers to the public applies, as provided under Article 100 of the Italian Legislative Decree No.58 of February 24, 1998, as amended from time to time, (the Financial Services Act) and Article
34-ter of the Issuers Regulation.
Moreover, and subject to the foregoing, any offer, sale or delivery of the notes or distribution of copies of this offering memorandum or any other document relating to the notes in Italy under (1) or (11) above must be:
(1) made by an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended from time to time (the Banking Act);
(11) in compliance with Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy may request information on the issue or the offer of securities in Italy; and
(111) in compliance with any other applicable laws and regulations or requirement imposed by the Bank of Italy, CONSOB or other Italian authority.
156 Any investor purchasing the notes in this offering 1s solely responsible for ensuring that any offer or resale of the notes 1t purchased in the offering occurs in compliance with applicable Italian laws and regulations.
Notice to Prospective Investors in Japan
The notes have not been and will not be registered under the Financial Instruments and Exchange Act, and the notes have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, except as pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelines of Japan.
Notice to Prospective Investors in Singapore
This offering memorandum has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this offering memorandum or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, of such notes, whether directly or indirectly, to persons in Singapore other than (1) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the SFA), (11) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or
(111) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
(1) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
(11) a trust (where the trustee 1s not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who 1s an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the notes pursuant to an offer made under Section 275 of the SFA, except:
(1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), or to any person arising from an offer referred to in Section 275(1A), or Section 276(41(M(B) of the SFA;
(11) where no consideration 1s or will be given for the transfer;
(111) where the transfer 1s by operation of law; (1v) as specified in Section 276(7) of the SFA; or (v) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.
Notification under Section 300( BN 1)Nc) of the SFA. The Company has determined that the Securities are (A) prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and (B) Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
157 Notice to Prospective Investors in Switzerland
The notes may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (FinSA) and no application has or will be made to admit the notes to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this document nor any other offering or marketing material relating to the notes, constitutes or will constitute a prospectus pursuant to the FIinSA, and neither this document nor any other offering or marketing material relating to the notes may be publicly distributed or otherwise made publicly available in Switzerland.
Notice to Prospective Investors in Chile
The notes may not be offered or sold in Chile, directly or indirectly, by means of a Public Offer (as defined under Law No. 18,045 and regulations from the CMF). Chilean institutional investors (such as banks, pension funds and insurance companies) are required to comply with specific restrictions relating to the purchase of the notes. Pursuant to Chilean law, a public offering of securities 1s an offering that 1s addressed to the general public or to certain specific categories or groups thereof. Considering that the definition of public offering 1s quite broad, even an offering addressed to a small group of investors may be considered to be addressed to a certain specific category or group of the public and therefore be considered public under applicable law. On June 27, 2012, the CMF issued Norma de Carácter General No. 336 (General Rule No. 336, hereinafter NCG 336), which is intended to govern the private offering of securities in Chile. NCG 336 provides that the offering of securities that meet the conditions described therein shall not be considered public offerings in Chile and shall be exempted from complying with the general rules applicable to public offerings.
The following information 1s provided to prospective investors pursuant to NCG 336:
l. Date of commencement of the offer: January 27, 2026. The offer of the notes is subject to CMF rule (norma de carácter general) No. 336, dated June 27, 2012, as amended, issued by the CMF.
2. The subject matter of this offer are securities not registered with the securities registry (registro de valores) or the foreign securities registry (registro de valores extranjeros) kept by the CMF. As a consequence, the notes are not subject to the oversight of the CMF.
3. Since the notes are not registered in Chile, the issuer 1s not obliged to provide public information about the notes in Chile.
4. The notes shall not be subject to public offering in Chile unless registered with the relevant securities registry kept by the CMF.
Notice to Prospective Investors in China
The notes are not being offered or sold and may not be offered or sold, directly or indirectly, in the Peoples Republic of China (the PRC) (for such purposes, not including the Hong Kong and Macau Special Administrative Regions or Taiwan), except as permitted by the securities laws of the PRC.
Notice to Prospective Investors in the Dubai International Financial Centre
This offering memorandum relates to an Exempt Offer in accordance with the Markets Rules 2012 of the Dubai Financial Services Authority (DESA). This offering memorandum 1s intended for distribution only to persons of a type specified in the Markets Rules 2012 of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this offering memorandum nor taken steps to verify the information set forth herein and has no responsibility for this offering memorandum. The notes to which this offering memorandum relates may be illiquid andor subject to restrictions on their resale. Prospective purchasers of the notes offered should conduct their own due diligence on the notes. If you do not understand the contents of this offering memorandum, you should consult an authorized financial advisor.
158 Notice to Prospective Investors in Taiwan
The notes have not been and will not be registered with the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and the notes may not be sold, issued or offered within Tarwan through a public offering or in a circumstance which constitutes an offer within the meaning of the Securities and Exchange Act of Tarwan requiring registration or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Tarwan has been authorized to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the notes in Taiwan.
Notice to Prospective Investors in the Republic of Korea
The notes have not been and will not be offered, delivered or sold directly or indirectly in Korea or to any resident of Korea except as otherwise permitted under applicable Korean laws and regulations.
159 TRANSFER RESTRICTIONS
The notes have not been and will not be registered under the Securities Act or with any securities regulatory authority in any jurisdiction and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons except that notes may be offered or sold to (1) Qualified Institutional Buyers (QIBs) in reliance upon the exemption from the registration requirement of the Securities Act provided by Rule 144A and (11) persons other than U.S. persons as such term is defined in Regulation S under the Securities Act (Foreign Purchasers) in offshore transactions in reliance upon Regulation S.
Each purchaser of the notes that 1s not a Foreign Purchaser will be deemed to:
(1) represent that 1t 1s purchasing the notes for 1ts own account or an account with respect to which 1t exercises sole investment discretion and that 1t and any such account 1s a QIB and is aware that the sale to 1t 1s being made in reliance on Rule 144A;
(11) acknowledge that the notes have not been and will not be registered under the Securities Act or with any securities regulatory authority in any jurisdiction and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except as set forth below;
(111) agree that 1f 1t should resell or otherwise transfer the securities, 1t will do so only pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, in each case in accordance with all applicable securities laws of the states of the United States or any other applicable jurisdiction; (1v) agree that 1t will deliver to each person to whom it transfers notes notice of any restrictions on transfer of such notes; (v) agree that 1t 1s not an affiliate (within the meaning of Rule 144 under the Securities Act) of the Bank; and (vi) acknowledge that CODELCO, the trustee, the initial purchasers and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements. If 1t 1s acquiring any notes for the account of one or more QIBs, it represents that 1t has sole investment discretion with respect to each such account and that 1t has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such account. If any of the acknowledgements, representations or agreements 1t 1s deemed to have been made by the purchase of notes 1s no longer accurate, 1t will promptly notify CODELCO and the initial purchasers.
Each 144A Global Note will bear the following legend:
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) OR ANY STATE SECURITIES LAW, NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY IT’S ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 1444 UNDER THE SECURITIES ACT (RULE 144A)) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT OR (B) ITIS A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)4)4) OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE NOTES EVIDENCED HEREBY UNDER RULE 144(d) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER SUCH NOTES EXCEPT IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
160 THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND ONLY (A) TO THE ISSUER OR A SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFTED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO AN EXEMPTION FROM REGISTRATION (IF APPLICABLE). PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E) ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THIS NOTE IS SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF, THIS LEGEND WILL BE REMOVED ONLY AT THE OPTION OF THE ISSUER.
Each purchaser of notes that is a Foreign Purchaser will be deemed to:
(1) represent that 1t is purchasing the notes for 1ts own account or an account for which 1t exercises sole investment discretion and that 1t and any such account 1s a Foreign Purchaser that 1s outside the United States and acknowledge that the notes have not been and will not be registered under the Securities Act or with any securities regulatory authority in any jurisdiction and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except as set forth below; and
(11) agree that 1f 1t should resell or otherwise transfer the notes prior to the expiration of a restricted period (defined as 40 days after the later of the commencement of the offering and the closing date with respect to the notes), 1t will do so only (a)(1) outside the United States in compliance with Rule 904 under the Securities Act or (2) to a QIB in compliance with Rule 144A, and (b) in accordance with all applicable securities laws of the states of the United States or any other applicable jurisdiction.
Each Regulation S Global Note will bear the following legend:
THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR WITH ANY SECURITIES REGULATORY AGENCY IN ANY JURISDICTION, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS SECURITY IS SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. PRIOR TO THE EXPIRATION OF A 40-DAY RESTRICTED PERIOD OR SUCH LATER DATE AS THE COMPANY MAY NOTIFY TO THE TRUSTEE, THIS SECURITY, OR ANY BENEFICIAL INTEREST HEREIN, MAY NOT BE RESOLD OR OTHERWISE TRANSFERRED EXCEPT (A)J(1) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (2) TO A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT IN COMPLIANCE WITH RULE 144A, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.
161 The transfer or exchange of a beneficial interest in a Regulation S Global Note for a beneficial interest in a corresponding 144A Global Note prior to the expiration of the restricted period will be made only in accordance with applicable procedures upon rece1pt by the trustee of a duly completed certificate from the transferor to the effect that such transfer 1s being made in accordance with Rule 144A under the Securities Act. Such written certification will no longer be required after the expiration of the restricted period. The transfer or exchange of a beneficial interests in a Rule 144A Global Note for a corresponding beneficial interest in a Regulation S Global Note, whether before or after the expiration of the restricted period, will be made only upon receipt by the trustee of a written certification from the transferor to the effect that such transfer is being made in accordance with Regulation S under the Securities Act.
For so long as the notes are listed on the Luxembourg Stock Exchange, 1f the notes are ever issued in certificated form: . Certificated Notes will be delivered by the trustee as described in this offering memorandum and at the offices of the paying agent; and . holders of notes in certificated form will be able to transfer or exchange the1r notes at the offices of the transfer agent.
Any resale or other transfer, or attempted resale of other transfer, made other than in compliance with the above stated restrictions shall not be recognized by us.
For further discussion of the requirements (including the presentation of transfer certificates) under the indenture to effect exchanges or transfers of interests in Global Notes, see Description of Notes-Registration, Form and Delivery-Certain Book-Entry Procedures for the Global Notes.
We have prepared this offering memorandum solely for use in connection with the offer and sale of the notes outside the United States, for the private placement of the notes in the United States and for the listing on the Luxembourg Stock Exchange. We and the initial purchasers reserve the right to reject any offer to purchase, in whole or in part, for any reason, or to sell less than the amount of notes offered pursuant to Rule 144A under the Securities Act. This offering memorandum does not constitute an offer to any person in the United States other than any QIB under the Securities Act to whom an offer has been made directly by the initial purchasers or an affiliate of the initial purchasers.
Each purchaser of notes must comply with all applicable laws and regulations in force in any jurisdiction in which 1t purchases, offers or sells notes or possesses or distributes this offering memorandum or any part of it and must obtain any consent, approval or permission required by 1t for the purchase, offer or sale by 1t of notes under the laws and regulations in force in any jurisdiction to which 1t is subject or in which 1t makes such purchases, offers or resales, and neither the Company nor the initial purchasers shall have any responsibility therefor.
162 VALIDITY OF THE NOTES
The validity of the notes will be passed upon for CODELCO by Linklaters LLP, New York, New York, United States counsel for CODELCO, and by Carey y Cía. Ltda., Chilean counsel to CODELCO, and for the initial purchasers by Allen Overy Shearman Sterling US LLP, special New York, New York, United States counsel for the initial purchasers, and by Garrigues Chile Limitada, special Chilean counsel for the initial purchasers. Linklaters LLP may rely without independent investigation as to all matters of Chilean law on Carey y Cía. Ltda., and Allen Overy Shearman Sterling US LLP may rely without independent investigation as to all matters of Chilean law on Garrigues Chile Limitada.
163 INDEPENDENT AUDITORS
The financial statements of CODELCO and its subsidiaries as of and for the years ended December 31, 2024 and 2023, and as of and for the years ended December 31, 2023 and 2022, included in this offering memorandum, have been audited by PricewaterhouseCoopers Consultores, Auditores y Compañía Limitada, independent auditors, as stated in their report appearing herein.
164 GLOSSARY OF CERTAIN MINING TERMS
Andesite: A fine-graimmed volcanic rock, usually dark grey in color, with an average composition of
50.0-60.0% sulphur dioxide.
Anode Copper: Blister copper that has undergone further refinement to remove impurities. In an anode furnace, the blister copper 1s blown with air and a hydrocarbon redundant to upgrade its purity to approximately 99.5% copper.
It 1s then cast into keystone-shaped slabs that are shipped to an electrolytic refinery.
Anodic Slime: A product with a high content of precious metals that settles on the bottom of an electrolytic cell in the copper refinery during the production of copper cathodes. The product is called anode, or anodic, slime due to 1ts muddy appearance. Anode slimes have a high commercial value based on their precious metals content (silver, gold, platinum and palladium).
Blister Copper: Copper that has been cast after passing through a converter. Blister copper 1s approximately 99.0% copper and takes 1ts name from the blisters that form on the surface during cooling.
Breccia: Á rock conglomerate made up of highly angular coarse fragments.
Calcopyrite: A combination of copper and iron sulfide with a metallic yellow-gold color, containing 34.7% copper,
30.0% 1ron and 26.0% sulfur.
Cathode: Copper produced by an electrochemical refining process that has been melted and cast into cakes, billets, wire bars or rods usually we1ghing approximately 90kg.
Concentration: The process by which crushed and ground ore is separated into metal concentrates and reject material through processes such as flotation. Concentrates are shipped to a smelter for further processing.
Concentrator: A plant where concentration takes place.
Converter: A plant that conducts a principal phase of the smelting process, blowing oxygen-enriched air through, molten metal, causing oxidation and the removal of sulfur and other impurities. In the case of copper, the product of this process 1s blister copper.
Copper Concentrate: A product of the concentrator usually containing 25.0% to 30.0% copper. It is the raw feed material for smelting.
Copper Grade: The concentration of copper in a given volume of rock, usually expressed as a percentage.
Dacite: A fine-grained volcanic rock similar in composition to andesite but containing a greater abundance of quartz crystals that are frequently visible to the naked eye.
Development: Activities related to the building of infrastructure and the stripping and opening of mineral deposits, commencing when economically recoverable reserves can reasonably be estimated to exist and generally continuing until commercial production begins.
Diorite: A dark, coarsely crystalline igneous rock, similar in composition to granite that 1s composed principally of silica, alumina, calcium and iron.
Electrolytic Refining: Electrochemical refining of copper anodes. Copper anodes are placed between layers of refined copper sheets in a tank through which an acid copper sulfate solution 1s circulated. A low voltage current 1s introduced, causing the transfer of copper from the anodes to the pure copper sheets, and producing 99.98% copper cathodes. Impurities, often containing precious metals, settle to the bottom of the tank.
Electrowinning: The process of directly recovering copper from solution by the action of electric currents.
165 Exploration: Activities associated with ascertaining the existence, location, extent or quality of a mineral deposit.
Fine Copper: 99.99% pure copper obtained through metallurgical processes.
Flotation: A process of copper concentrate production in which mineral particles attach themselves to the bubbles in an oily froth and rise to the surface, where they are skimmed off. This process is used primarily for the concentration of sulfide ores.
Flux: A high grade silica, which reacts with iron oxides formed during smelting and converting stages to create a molten slag.
Geological Resources (measured, indicated and inferred): Concentrations or occurrences of materials in such form, quantity (tonnage and ore grade) and quality, based on specific geological evidence and knowledge, which allows for the calculation of the amount, ore grade and quality of the material with some level of confidence.
Grade A Copper: Electrolytic copper, in the form of cathodes, that (1) 1s at least 99,99% pure, (11) meets the LMEs highest standards for copper quality, and (111) 1s named in the LME-approved list of brands of Grade A copper.
Indicated Resources (geological or mineral resources): Resources about which CODELCOs knowledge is substantial but less extensive than 1ts knowledge of measured resources.
Inferred Resources (geological or mineral resources): Resources about which CODELCOs knowledge 1s only indirect.
Intrusion: A geologic processes in which magmatic material flows to the earth?s surface through pre-existing rocks.
Leached Capping: An abundant mass of iron oxide concentrated in the upper zones of a porphyry copper deposit.
Leaching: The process of extracting a soluble metallic compound from an ore by selectively dissolving it in a suitable solvent.
Matte: A high density liquid that is produced during the concentrate fusion stage of the pyro-metallurgical process.
Matte Sulfide: A high density liquid containing copper and iron sulfides that is produced of the concentrate fusion stage of the pyro-metallurgical process.
Measured Resources (geological or mineral resources): Resources about which CODELCOs knowledge is both extensive and direct.
Milling: A treatment process in which ore is ground into a fine powder.
Mine: Mines are the source of mineral-bearing material found near the surface or deep in the ground.
Mineral Deposit: A mineralized underground body that has been probed by a sufficient number of closely-spaced drill holes andor underground sampling measurements to support an estimate of sufficient tonnage and ore grade to warrant further exploration or development. Mineral deposits or mineralized materials do not qualify as commercially minable ore reserves (1.e., proved reserves or probable reserves), as prescribed under standards of the
U.S. Bureau of Mines Circular 831 of 1980, until a final and comprehensive economic, technical, and legal feasibility study based upon the test results has been concluded.
Mineral Resources (measured, indicated and inferred): Geological resources about which CODELCO has achieved increased knowledge and which enable CODELCO to generate a long-term mining plan for the exploitation of such resources.
Mineralization: A deposit of rock containing one or more minerals for which the economics of recovery have not yet been established.
166 Molybdenum: A metallic element, grayish in color, that resembles chromium and tungsten in many properties, and 1s used especially in strengthening and hardening steel.
Ore: A mineral or aggregate of minerals from which metal can be economically mined or extracted.
Ore Grade: The average amount of metal expressed as a percentage or in ounces per metric ton.
Ore Deposit: Category including all geological resources, mineral resources and ore reserves.
Ore Reserves: The economically mineable part of a mineral resource.
Ounces: Unit of weight. A troy ounce equals 31,103 grams or 1.097 avoirdupois ounces.
Outokumpu Flash Furnace: Pyro-metallurgical technology used to smelt copper concentrate.
Overburden: The alluvium and rock that must be removed in order to expose an ore deposit.
Oxide Ore: Metalliferous minerals altered by weathering, surface waters, and their conversion, partly or wholly, into oxides, carbonates, or sulfates.
Pierce Smith Converter: Horizontal furnace to remove impurities from white metal by oxidation.
Porphyry: Rock with siliceous minerals and fine-medium grained size.
Porphyry-type Ore Body: Deposit of porphyric rocks with economic mineralization.
Probable Ore Reserves: Ore reserves about which CODELCOs knowledge 1s substantial but less extensive than 1ts knowledge of proved ore reserves.
Proved Ore Reserves: Ore reserves about which CODELCOs knowledge 1s both extensive and direct. Quantities of proved ore reserves are computed from dimensions revealed in outcrops, trenches, workings or drill holes, and grade and quality are computed from the results of detailed sampling. Sites for inspection, sampling and measurement of proved ore reserves are spaced so closely together, and the geologic character of the ore 1s so well defined, that its size, shape, depth and mineral content are well established.
Reclamation: The process of restoring mined land to a condition established by applicable law. Reclamation standards vary widely, but usually address issues of ground and surface water, topsoil, final slope gradients, overburden and revegetation.
Refining: The purification of crude metallic substances.
Reverberatory Furnace: A furnace with a shallow hearth and a ceiling that reflects flames toward the hearth or radiates heat toward the surface of the charge.
Rod Mill: A large rotating cylinder in which metal rods are used for grinding ore.
Slag: A residue of the smelting process containing iron and other impurities, which the Company disposes of with 1ts other industrial solid waste.
Smelting: A pyro-metallurgical process in which metal 1s separated by fusion from those impurities with which 1t may be chemically combined or physically mixed.
Solvent Extraction: A method of separating one or more substances from a chemical solution by treatment with a suitable organic solvent.
167 Subvertical: Amount of waste material removed during mining per metric ton of ore extracted in a near-vertical spatial orientation.
Sulfide Ore: Ore characterized by the inclusion of metal in the crystal structure of a sulfide mineral.
Tabular: Having a near-rectangular geometric configuration close to a rectangular shape.
Tailings: Finely ground rock from which valuable minerals have been extracted by concentration.
Teniente Converter: A horizontal rotary furnace into which matte, concentrates and flux are placed, and through which oxygen-rich air 1s blown to provide sufficient heat to smelt the concentrates. Off-gases are captured and transported to the acid plant.
Teniente Modified Converter: An advanced pyro-metallurgical technology used to smelt copper concentrate.
Ton: A unit of welght. One metric ton equals 2,204.6 pounds. One short ton equals 2,000 pounds. Unless otherwise specified in this document, tons refers to metric tons.
Tourmaline: A dark-green hydrosilicate that exists in altered rock zones in some ore deposits.
168 GENERAL INFORMATION
Authorization
The Ministry of Finance of Chile authorized CODELCO to commence negotiations to issue bonds abroad through Resolution (Oficio Ordinario) No. 2,811 dated December 19, 2025. The Ministry of Finance of Chile authorized the issuance of the notes by Resolution No. 51 dated January 12, 2026.
CODELCOs Board of Directors authorized the issuance of the notes in 1ts ordinary session of December 18, 2025 by means of Reserved Agreement No. 582025. CODELCO has obtained all other consents and authorizations necessary under Chilean law for the issuance of the notes.
Litigation
CODELCO is not involved in any litigation or arbitration proceeding which is material in the context of the issuance of the notes. CODELCO is not aware of any material litigation or arbitration proceeding that 1s pending or threatened.
Clearing
CODELCO has applied to have the notes accepted into DTCs book-entry settlement system. The notes have been accepted for clearance through the clearing systems of Euroclear System and Clearstream Banking, S.A.
The securities codes for the 2053 notes are:
CUSIP Number ISIN Number Rule 144A Global Note 21987B BHO US21987BBH06 Regulation S Global Note P3143N BR4 USP3143NBR46
Temporary CUSIP Number Temporary ISIN Number Regulation S Global Note P3143N CAO USP3143NCA02 The securities codes for the 2037 notes are:
CUSIP Number ISIN Number Rule 144A Global Note 21987B BQOU0 US21987BB0Q05 Regulation S Global Note P3143N BZ6 USP3143NBZ061
Listing CODELCO”s LEI Code 1s 549300UVMBCBCIPSUI170.
CODELCO has initially appointed The Bank of New York Mellon, as trustee, paying agent, transfer agent and registrar.
As long as the notes are listed on the Luxembourg Stock Exchange, you may receive free of charge copies of the following documents at the offices of the listing agent or paying agent on any business day: e this offering memorandum; e the indenture attaching the forms of the notes; e CODELCOSs statutory documents;
169 e English translations of the official letter authorizing the incurrence of indebtedness as issued by the Ministry of Finance; and e the most recent annual report, including the Audited Annual Consolidated Financial Statements, of CODELCO.
Electronic copies of the indenture may be made available, free of charge, upon reasonable request of any holder of the notes during usual business hours on any weekday (excluding Saturday, Sundays and public holidays) at the offices of the trustee at 240 Greenwich Street, New York, New York 10286.
Financial Position
There has been no material adverse change in CODELCO”s financial position and prospects since the date of the last financial information included in the offering memorandum.
170 INDEX TO FINANCIAL STATEMENTS
Interim Consolidated Financial Statements as of and for the nine-month period ended September 30, 2025
Page Interim Consolidated Statements of Financial POSITION ..0ooooooocccconananananonono nono no nonnono nono nonon nono nn non nono nono nono non nn nnnnnnnnnnos F-6 Interim Consolidated Statements Of INCOME …..oooooooccncnnnnnnnnnnnnnnnononononononnnnnnnnnnnnnnononnonnnnr nro nnnnn non ono nnn nn nnnnnnn nr nnnnnnnnnnn F-8 Interim Consolidated Statements of Comprehensive ÍnCcOME ….cccccccccnnnnnnnnnononcnnnnnnnnnnnnnnnnnnnnnnonnnnnnnnnnnnnnnnnnnnnnnnnnnnnos F-9 Interim Consolidated Statements of Changes in EQUItY ….ooooocccccccnnnoncncnonononononncnnnnnncnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnonononnnos F-10 Interim Consolidated Statements of Cash FlOWS ………cccccccccnnnnnnnnnnnnnnnononononnnnnnnonnnnnnnnnnnnonnnnnnnnnnnnnonnnnnnnnnnnnnnnnnnnnnos F-12 Notes to the Interim Consolidated Financial OtateMentS …oocccnnnnnnnnninininnnnnnnnnnnnnn rr rr F-13
Consolidated Financial Statements as of and for the years ended December 31, 2024 and 2023 and Independent Auditors Report
Page Independent auditor?s report from PricewaterhouseCoopers Consultores, Auditores y Compañía Limitada …….oooooooooooncccncnnnnnnnnnnnnnnonnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnonos F-103 Consolidated Statements of Financial POSItION ………ooooooonnnononononononnnnnnnnnnnnnnnnnonnnnnnnnnonnnnnnnonnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnos F-109 Consolidated Statements Of INCOME ……ooocccccnnnnnnnnnnnnnnnnnnnnnononnnnnononnnonnnororonnnnrrnnnnnnrrrnonnnnr ono nnnnrrrnonnnnnrrnnnnnnrrnnnnnnoss F-111 Consolidated Statements of Comprehensive INCOME …..ooooonoonnncnncnnnnnncnnnnnnnnnnnnnronnnnnnnnnnnnnnnononnnnnnnnnnnnnnnnnncnnnonnnnnss F-112 Consolidated Statements of Changes in EQUIÍY …cccccccccnnnnonncncnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnos F-113 Consolidated Statements of Cash FlOWS……….cococccccccnnnnnnnnonnnnnnnnnnnnnnnnnnnnnnnonnnnnnonnnnnnnnnnnnnnnnnnnnnonnnnnnnnnnnnnnnnnnnnnnnnss F-115 Notes to the Consolidated Financial tateMen$S cooonnnnnnnnnnnnnnnnnnnnnnnnnnnnrr rr F-116
Consolidated Financial Statements as of and for the years ended December 31, 2023 and 2022 and Independent Auditors Report
Page Independent auditor?s report from PricewaterhouseCoopers Consultores, Auditores y Compañía Limitada …….oooooooooooncccncnnnnnnnnnnnnnnonnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnonos F-214 Consolidated Statements of Financial POSItION ………ooooooonnnononononononnnnnnnnnnnnnnnnnonnnnnnnnnonnnnnnnonnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnos F-219 Consolidated Statements Of INCOME ……ooocccccnnnnnnnnnnnnnnnnnnnnnononnnnnononnnonnnororonnnnrrnnnnnnrrrnonnnnr ono nnnnrrrnonnnnnrrnnnnnnrrnnnnnnoss F-221 Consolidated Statements of Comprehensive INCOME …..ooooonoonnncnncnnnnnncnnnnnnnnnnnnnronnnnnnnnnnnnnnnononnnnnnnnnnnnnnnnnncnnnonnnnnss F-222 Consolidated Statements of Changes in EQUIÍY …cccccccccnnnnonncncnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnos F-223 Consolidated Statements of Cash FlOWS……….cococccccccnnnnnnnnonnnnnnnnnnnnnnnnnnnnnnnonnnnnnonnnnnnnnnnnnnnnnnnnnnonnnnnnnnnnnnnnnnnnnnnnnnss F-225 Notes to the Consolidated Financial tateMen$S cooonnnnnnnnnnnnnnnnnnnnnnnnnnnnrr rr F-226 Corporación Nacional del Cobre de Chile
Interim Consolidated Financial Statements As of September 30, 2025
F-3 CONTENT (A free translation from the original in Spanish)
INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITIÓN ccccccccccooccccoccnococnocoronocoronoooooos F-6 INTERIM CONSOLIDATED STATEMENTS OF INCOMÉ concccccccccccooccocorcnncorcnnnorononorononornnnoronorarcnnnaronos F-8 INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ooccccccoccccooococoronncorononoooos F-9 INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY .nnccccccocccccoccccorococorcoooooronoooooos F-10 INTERIM CONSOLIDATED STATEMENTS OF CASH FLO WS .nccccccocccccoccncoocnccorcooooronoooronoorcnonorcnonoros F-12 NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS comccccccoccnccoccncoocrncorcnncooonoos F-13 rr F-13
1. Corporate information ………ocooccnccnccnonnnccnccnncnncnoccnornncnonrnoncnoronrnnnroornnrnncnnoronrnrnnoronrncocornaronncnocnns F-13
2. Basis of presentation of the consolidated financial statements …………ooooccoocoocnncconnnoncncconcnononnos F-14 rr F-15
1. Critical accounting estimate ……….ooococcocnocnocnnrnnrnornornocnonnorocnnononornornoronrnornnrnornnrnornorncrocncnornarnarnns F-15
2. Material accounting policies …………..oocoocoorooroonnonncnocccnncnncnocoornoroornoroorooroornornorcorncnncncoscnoronrnaronos F-19
3. New standards and interpretations adopted by the Corporation ………..oooococcccccnoccnccnccnccononcnornnos F-35
4. New accounting prono0UNCeMentTS …..coccoccccncnncnonocnccncnncnoncnorncnnrnonnrnornonoronrnorrnornonsrnorcnarnccarnonnoss F-36 rr F-37 1 Cash and cash equivalent ……….cooccoccoccocnonnnnnncnocoocnonoccnococnnonncnornornnrnornnrnornornnrnoronrncncncnronrnnrnnss F-37 2 Trade and other receivables …………oooooccocnocoocnoroncnoconcnocnonnorooroornoroornoronrnornornornorncnncnocnrnorcrcnronons F-37 3 Balances and transactions with related parties ………….ooococcoccocnocoocnoronrooroocnococcnorocnncnncccccnrnornos F-39 4 INVENTOFi8S ….oocoococnccnonoccccncnocnonornoccnornonornornrno ro nornornrno ro nnrnornrnornonornororneronnrnorrnorncnarnocnrncrncnnnannss F-44 5 Income taxes and deferred taxes ……ocoococccnccnoconccnncnononoconcnnnnnoconrnnconornornocnoornornrnocrnaronccnaronrnnonones F-45 6 Current tax assets and liabilities …………….ooooocoorooroonocrocnoccocnnccocnorooroornoroornorcorcorccrncrnccccccroronon F-47 7 Property, plant and equipment ………ooccccnccnccncnnconcncnncnoconcnnrnornornonocononcnnornornorocrncnncnncnrosrnrnnrnnss F-48 8 LeQasesS .occoccocnccnccnnoonoccnrnococcnroccnrnorocnnrncnnrnorocnnrnonnrnnrcnnronnoronrcnnrnocernnrcnnrnonncnnrnccnrncccnnroccncnacuccnnncons F-51 9, Intangible Assets other than goodwill ………………..oooooccoccocnoconcnoroocooconcnocoocnorcorocnncncnocnocosrnornnrnos F-52
10. Investments accounted for using the equity method ………….oocoocccccnccnocnnccnccnoroncconcnnconoconcnarononones F-53
11. Subsidiaries …….ooccooccconcnononononononoconccnnccnoronoronoroncrnncrnnrrnoronoronornanrnoronoronoronornncrnncrnarcnaronaroncronccnnoss F-57
12. Other non-current financial assetS ………..ooocoocccccnonnonnnccnnnnoncncconrnnccnornornoronoroornocncoronrnoconcroaroncconons F-58
13. Current and non-current financial assetsS ………..ocooocooronccoonnnccnornncnncconcnononocooronronorooronronoroncnnononons F-59
14. Other financial liabilities ……………..o.oooccoccoocnooroocnoccoonnoccncconronccooconroncnnoronronccoorooroncrooronronccoororononnos F-60
15. Fair Value of financial assets and liabilities ……………..ooooooorooccocnooroncconnooronccocrooronccooconrosccooroorononones F-68
16. Market value hierarchy for items at market value ………….ooocoocooccnccnoconccoccnornnccncconconconocoornncononnos F-68
17. Trade and other accounts payable ………….ocoocooccccnococcncnnccnccncnoconrnornornornornoronrnornorocrncncnscnrcnrnnrnns F-70
18. Other provisiONS …….oocooccocnocnccnccnccncnnoroornornoronrnornoronncnor non norno ron ron rnnrnornnrnornornornorncrncccnrnrnrcnrnnros F-71
19. Employee benefitS ……….oooocoocccccoocnnccnoconcnnccnoconronccnoronroncnooronrncrnoronrnncronrnnoronrnnrnnoronrnoroncroornnccnnns F-72 20 EQUIEV…ococcococcncnocnonncnncnonornocnornonornonornornono ro rnr no rnr ner nonor no rnrne ro nornorrnnrornrnorrnernonsrnononarncnsrnocnanaraons F-75
21. Revenue cocccocococccncococonocococccncncccononrnroraronononnnncn nor nrnrnrararenonnnnnnnononanrnrorarorocncncncncananancnrararacococcccccnans F-77
22. Expenses by Nature …..ococccoccoccncnocnncnocnnroncnoroornorocnnonnrnorroo ro rcrncnnrnornnrnnrnoronrnornornornornorncnncnocnrnnronos F-77
23. Asset impairMent …….coccocnccncnccncnncnocncnncnonornonrnornonnonornornrnoronnrnornrnornonnrnorornorncnnrnonrnorncnarncnarnnnoss F-78
24. Other income and expenses ….oococccccnocnccoccnocnconcnocnncnornornnronrnornornornornornoroncnnornoronrnorcnncncnrnnrnnrnnos F-78
25. FINANCE COSTS ….ococcocococcncococcncocaconcncaconcncncoconanrnconanrncanonrnranororanonnnrnnonnnrnconanrncanancncanancncacancncacencnsas F-79
26. Operating SegMentS …..cocoocnccncnccnccncnocncnocncnornornrnornonnrnorrnornonornorncnnrnonsrnoronernonnrnorcnnrnonsrncrncnnnnonnss F-80
27. Exchange difference …….ccooccocccccnocnononcconcnoronoronrnnronccnornornccnoronrnnrnoronrnnnroornnrnornnoronrnncocarnaronccnocnns F-86
28. Statement Of cash fÍlOWS ………..oooocococnocococnonococnccococnocococnonoconnococonnonoronnonoronnocorocnonoronnonocnacocnanonanoss F-86
29. NO EME F-86
30. Derivatives CONtractS …….oocoonccococnncorocnncorocnocoronnocoroononoroononnrononorrnonnroononnronnonnrornonaronnacarornacncoonaso F-91
31. Contingencies and restrictiONS ………..oocooccoroccnonocnocnncnoconcnocnocnoronrnornoroornornornornornnrncrnccncnorcrcrnaronss F-93
F-4
32.
33.
34.
35.
36.
GUAFQNtees …..occcoccccccnccncconcanconoconcrnncnncrnncnnrnncnnnrnnnnnrnnrnnonnrnncnnrnncnnnrnncnnncnnsrnncnnccnncnnccnnccnccnncanoss F-97
Balance in foreign Currency ….ocoocccccnoconccnncnnconcconcnnrononooronronoroornoronoronrnnronorooronrnncronronroncnonrnrononones F-98 SANCÍIONS …oococcoconcnocnonocnocncnornorocnornonornornonnrnonornornonnr nora rno ro nor corno nero nnrnorrnornonsrnorncnarnonsrnorncnarnonass F-100 The envirOnMent …..cocccccnccnccnccnccnonoccncnoncnonornornornnrnnrnnrnorno roo rno roo ro ro rorrrnornornnrorrncrcnncnrnsrnnrnnrnns F-100 Subsequent EvVentS …..cooccccccccccnccnocnccnccnccncnocccnornornncnnorornrnorno roo rnornornnrnornornornoroorncncccnronrnarnnrons F-102
F-5 CORPORACIÓN NACIONAL DEL COBRE DE CHILE INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As of September 30, 2025 (unaudited) and December 31, 2024 (In thousands of US dollars – TRUSS) (A free translation from the original in Spanish)
Assets Current assets Cash and cash equivalents 1 1,225,539 680,820 Other current financial assets 13 10,921 162,901 Other current non-financial assets 50,077 31,162 Trade and other current receivables 2 2,470,125 3,104,730 Accounts receivable from related entities 3 7,802 30,384 Current inventories 4 2,650,169 2,434,677 Current tax assets 6 2,331 1,814 Total current assets 6,446,488 Non-current assets Other non-current financial assets 12 510,217 587,761 Other non-current non-financial assets 1,488 1,200 Non-current accounts receivable 2 78,450 79,708 Accounts receivable from related parties. 3 224 224 Non-current inventories 4 572,495 536,157 Investments accounted for using equity method 10 3,021,736 2,934,150 Intangible assets other than goodwill 9 298,779 299,349 Property, plant and equipment 7 39,901,932 37,545,939 Right-of-use assets 8 443,469 378,449 Non-current tax assets 6 765,158 788,357 Deferred tax assets 5 113,023 102,936
Total non-current assets AS NTE 43,254,230 Total assets yA PERES 49,700,718
The accompanying notes are an integral part of these interim consolidated financial statements.
F-6 CORPORACIÓN NACIONAL DEL COBRE DE CHILE INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As of September 30, 2025 (unaudited) and December 31, 2024 (In thousands of US dollars – TRUSS) (A free translation from the original in Spanish)
Equity and liabilities Liabilities Current liabilities
Other financial liabilities 14 1,143,144 – 1,542,093 Lease liabilities 8 184,818 139,938 Trade and other payables 17 1,938,275 1,811,166 Accounts payable to related entities 3 204,312 147,778 Other short-term provisions 18 903,081 765,470 Current tax liabilities, current 6 29,048 21,899 Current provisions for employee benefits 19 430,402 490,547 Other non-financial liabilities 43,206 39,331 Total current liabilities 4,958,222 Non-current liabilities Other financial liabilities 14 23,595,254 21,312,251 Lease liabilities 8 266,013 231,438 Non-current payables 3,197 4,844 Other long-term provisions 18 2,190,452 2,232,644 Deferred tax liabilities 5 8,972,383 8,716,220 Non-current provisions for employee benefits 19 995,290 941,360 Other non-financial liabilities 3,595 2,250 Total non-current liabilities ELL UE 33,441,007 Total liabilities UE NIEAY 38,399,229 Equity Share capital 5,619,423 5,619,423 Retained Earning (Losses) (828,022) (777,142) Other reserves 20.a 5,714,768 – 5,757,364 Equity attributable to owners of parent 10,506,169 10,599,645 Non-controlling interests 20.b 714,696 701,844
Total equity 11,301,489
11,220,865 Total liabilities and equity IA PERE] 49,700,718
The accompanying notes are an integral part of these interim consolidated financial statements.
F-7 Revenue
Cost of sales
Gross margin
Other income
Distribution costs Administrative expenses Other expenses by function Other gains
Gains from operating activities
Finance income Finance costs
Impairment and reversal of impairment losses determined in accordance with IFRS 9
Share of net profit of associates and joint ventures accounted for using the equity method Exchange (losses) gain
Income for the period before tax
Income tax expense
Net income for the period
Profit (Loss) attributable to: Owners of the parent Non-controlling interests
Net income for the period
CORPORACIÓN NACIONAL DEL COBRE DE CHILE
INTERIM CONSOLIDATED STATEMENTS OF INCOME For the nine and three-month periods ended September 30, 2025 and 2024 (unaudited) (In thousands of US dollars – ThUSS) (A free translation from the original in Spanish)
Note PEEL
9-30-2025
21 13,229,007
22 (9,797,755)
24.a 34,265
22 (19,331)
22 (393,155)
24.b (1,770,368)
29,166
49,583
25 (698,377)
(596)
10 84,746
27 (140,257)
606,928
5 (449,852)
157,076
145,656
20.b 11,420
157,076
1-1-2024 MEABTFE
9-30-2024 MEE 12,314,933 4,469,108
(9,231,435) – (3,325,493) 3,083,498 DEE TERGO 62,802 14,576
(17,158) (6,630)
(370,181) (134,159)
(1,752,316) (730,400) 33,814 11,331 1,040,459 E TTEES 104,935 14,312
(686,020) (231,116)
(663) (150) 84,429 30,217 69,104 66,822 612,244 178,418
(384,832) (138,008) 227,412 40,410 213,170 34,496 14,242 5,914
The accompanying notes are an integral part of these interim consolidated financial statements.
F-8
7-1-2024
9-30-2024
4,283,430
(3,278,931) 1,004,499 3,011
(6,905)
(113,664)
(613,505) 11,078 284,514 30,076
(220,386)
(1,038)
2,439
(136,068)
(40,463)
(14,467)
(54,930)
(52,214)
(2,716)
(54,930) CORPORACIÓN NACIONAL DEL COBRE DE CHILE INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the nine and three-month periods ended September 30, 2025 and 2024 (unaudited) (In thousands of US dollars – ThUSS) (A free translation from the original in Spanish)
Note 455111438 1-1-2024 M7 A 7-1-2024 N* MSlU71148 9-30-2024 MEF 1171048 9-30-2024
Profit 157,076 227,412 40,410 (54,930) Comprehensive income
Components of comprehensive income that will not be reclassified to profit or loss for the period, before taxes
Changes in the fair value of equity investment at FVOCI 12 (76,127) – (96,058) – Comprehensive income (Loss), before income taxes, gains from remeasurement of defined benefit plans
Total other comprehensive income that will not be reclassified to profit or loss for the period, before taxes
19 2,627 911 1,408 440
(73,500) 911 II ELA 0) 440
Components of comprehensive income that will be reclassified to profit or loss for the period, before taxes Exchange differences on translation
Gains (Losses) on foreign exchange translation differences, before income taxes 2,831 (661) 8,727 3,699 Cash Flow Hedges (Losses) Gains On Cash Flow Hedges BeforeTax (56,211) (17,282) 89,769 (21,448) Comprehensive Income that will be reclassified to profito or loss before tax MEE (17,943) EEPELS (17,749) Other comprehensive income before taxes (126,880) MG y A0EY2) SJELÍS (17,309) Income tax related to components comprehensive income Income tax related to financial assets measured at fair value through changes in Ñ IAS ‘ ren genere 5 49,483 – 62,438 – other comprehensive income Income taxes related to remeasurements of defined benefit comprehensive income z z | comp ve! 5 (1,901) (685) (1,015) (330) plans Income taxes related to components of comprehensive income that will not be
A : z eno 47,582 (685) (330) reclassified to profit or loss for the period
Income taxes related to components of comprehensive income that will be reclassified to profit or loss for the period
Income taxes related to comprehensive income cash flow hedges 5 36,537 11,234 (58,350) 13,942 Income taxes related to components of comprehensive income that will be reclassified to profit or loss for the period 11,234 13,942
Comprehensive income (6,483) 6,919 (3,697) Total comprehensive income 220,929 47,329 (58,627) Comprehensive income, attributable to
Comprehensive income attributable to owners of parent 102,895 206,687 41,415 (55,911)
Comprehensive income attributable to non-controlling interests 11,420 14,242 5,914 (2,716)
Total comprehensive income 220,929 47,329 (58,627)
The accompanying notes are an integral part of these interim consolidated financial statements.
F-9 CORPORACIÓN NACIONAL DEL COBRE DE CHILE INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the periods between January 1 and September 30, 2025 and 2024 (unaudited) (In thousands of US dollars – ThUSS) (A free translation from the original in Spanish)
Reserve of gains (losses) for financial assets Reserve on Reserve of
Reserves of measured at .
. exchange remeasurement . . Total Retained Share capital . cash flow . fair value with Other reserves .
differences on of defined . other reserves earnings (losses) . hedges . changes in translation benefit plans other comprehensive income Note 20 Opening balance at 1-1-2025 5,619,423
(14,693) (3,446) (269,775) 20,694 6,024,584 5,757,364 (777,142)
Changes in equity
Net income for the period – 145,656
Other comprehensive income – 2,831 (19,674) 726 (26,644) – (42,761)
Total comprehensive income – 2,831 (19,674) 726 (26,644) – (42,761) – Dividends – – – – – – (200,000) Increase through transfers and other changes – – – – – 165 165 3,464 (Decrease) Increase in equity – 2,831 (19,674) 726 (26,644) 165 (42,596) (50,880)
Closing balance at 9-30-2025 5,619,423 (11,862) (23,120) (269,049) (5,950) 6,024,749 5,714,768 (828,022)
Equity attributableto Non-controlling owners of interests parent
Note 20 10,599,645 701,844 145,656 11,420
(42,761) – 102,895 11,420
(200,000) – 3,629 1,432
(93,476) 12,852
10,506,169 714,696
Total equity
11,301,489 157,076
(42,761) 114,315
(200,000) 5,061
(80,624)
11,220,865
The accompanying notes are an integral part of these interim consolidated financial statements.
F-10 CORPORACIÓN NACIONAL DEL COBRE DE CHILE INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the periods between January 1 and September 30, 2025 and 2024 (unaudited) (In thousands of US dollars – ThUSS) (A free translation from the original in Spanish)
Reserve of gains (losses) for financial assets
Reserve on Reserve of Equity Reserves of measured at . . .
. exchange remeasurement . . Total Retained attributableto Non-controlling .
9-30-2024 Share capital . cash flow . fair value with Other reserves . . Total equity differences on of defined . other reserves earnings (losses) owners of interests . hedges . changes in translation benefit plans parent other comprehensive income
Note 20 Note 20
Opening balance at 1-1-2024 5,619,423 (8,782) (1,095) (272,779) – 5,922,579 5,639,923 (909,651) 10,349,695 696,954 11,046,649
Changes in equity – = S – – – – – –
– 213,170 213,170 14,242 227,412
Net income for the period – – – –
Other comprehensive income – (661) (6,048) 226 – – (6,483) – (6,483) – (6,483) Total comprehensive income – (661) (6,048) 226 – – (6,483) – 206,687 14,242 220,929 Dividends – – – – – – – – – – (Decrease) Increase through transfers and other changes – – – 2,026 – (2,053) (27) (3,210) (3,237) – (3,237) Increase (Decrease) in equity – (661) (6,048) 2,252 – (2,053) (6,510) 209,960 203,450 14,242 217,692
Closing balance at 9-30-2024 5,619,423 (7,143) (270,527) – 5,920,526 5,633,413 [CEEMEJ) 10,553,145 711,196 11,264,341
The accompanying notes are an integral part of these interim consolidated financial statements.
P-11 CORPORACIÓN NACIONAL DEL COBRE DE CHILE INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS For the nine-month periods ended September 30, 2025 and 2024 (unaudited) (In thousands of US dollars – TRUSS) (A free translation from the original in Spanish)
Note 1-1-2025 1-1-2024 N? 9-30-2025 9-30-2024
Cash flows from operating activities
Receipts from sales of goods and rendering of services 13,589,891 12,922,156 Other cash receipts from operating activities 28 2,605,772 2,238,854 Payments to suppliers for goods and services (8,713,698) (8,063,244) Payments to and on behalf of employees (1,283,353) (1,315,116) Other cash payments from operating activities 28 (2,673,380) (2,488,816) Dividends received 6,625 – Income tax (paid) (168,431) (82,463) Net cash inflow from operating activities 3,211,371 Cash flows from (used in) investing activities Other cash payments to acquire equity or debt instruments of other entities – (416,969) Purchases of property, plant and equipment (3,614,353) (3,524,957) Interest received 46,023 107,656 Other cash outflows 102,438 (105,731) Net cash outflows investing activities (3,940,001) Cash flows from (used in) financing activities Amounts from long-term loans and bonds 2,666,000 2,531,747 Amounts from short-term loans 450,000 100,000 Total amounts from loans and bonds 3,116,000 2,631,747 Payments of loans and bonds (1,184,427) (546,052) Lease liability payments (160,477) (124,902) Dividends paid (200,000) – Interest paid (988,525) (877,344) Other cash outflows 45,890 (63,741) Net cash inflows from in financing activities 1,019,708 Net increase (decrease) in cash and cash equivalents before the effect of exchange rate 291.078 changes : Effect of exchange rate changes on cash and cash equivalents Effect of exchange rate changes on cash and cash equivalents 18,724 (10,827) Net increase (decrease) in cash and cash equivalents 280,251 Cash and cash equivalents at beginning of period 1 680,820 1,342,043 Cash and cash equivalents at end of period 1 1,622,294
The accompanying notes are an integral part of these interim consolidated financial statements.
P-12 NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2025 (UNAUDITED) AND DECEMBER 31, 2024 (Monetary values in thousands of United States dollars, unless another currency or unit is indicated)
Corporate information
Corporación Nacional del Cobre de Chile (hereinafter referred to as Codelco or the Corporation), is, in Management’s opinion, the largest copper producer in the world.
Codelco*s most important product is refined copper, primarily in the form of cathodes. The Corporation also produces copper concentrates, blister and anode copper and by-products such as molybdenum, anode slime and sulfuric acid.
The Corporation trades its products based on a policy aimed to sell refined copper to manufacturers or producers of semi-manufactured products.
These products contribute to diverse fields of community development, particularly those intended to improve areas such as public health, energy efficiency, and sustainable development, among others.
The Corporation is registered under Securities Registry No. 785 of the Chilean Commission for the Financial Market (the CMF) and is subject to its supervision. According to Article No. 10 of Law No. 20392 (related to the new Corporate Governance of Codelco), such supervision shall be on the same terms as publicly traded companies, notwithstanding the provisions in Decree Law (D.L.) No.1349 of 1976, which created the Comisión Chilena del Cobre (Chilean Copper Commission).
Codelcos head office is in Santiago, Chile, at 1270 Huérfanos Street, telephone number (56-
2) 26903000.
Codelco was incorporated through D.L. No. 1350 of 1976, which is the statutory decree applicable to the Corporation. In accordance with the statutory decree, Codelco is a government-owned mining, industrial and commercial company, which is a separate legal entity with its own equity. Codelco Chile currently carries out its mining business through its Chuquicamata, Radomiro Tomic, Ministro Hales, Gabriela Mistral, Salvador, Andina, El Teniente and Ventanas divisions.
The Corporation also carries out similar activities in other mining deposits in association with third parties.
During 2024, the Corporation enters the lithium business with the acquisition of Lithium Power International Limited “LPI”. This acquisition will make the Blanco Project viable through synergies with the Corporation’s assets and permits in the Salar de Maricunga, and thus develop a world-class lithium project. Additionally, in May 2024, Codelco signed an association agreement with Sociedad Química y Minera de Chile S.A. (SQM), which
F-13 establishes the conditions to implement a public-private partnership for the development of mining, productive and commercial activities related to the exploration and exploitation of certain mining properties located in the Salar de Atacama, Antofagasta Region.
In accordance with letter e) of Article 10 of Law No. 20392, Codelco is governed by its organic standards set forth in Decree Law No. 1350 (D.L. No. 1350) and that of its by-laws, and in matters not covered by them and, insofar as they are compatible and do not contradict the provisions of such standards, by the rules that govern publicly traded companies and the common laws as applicable to them.
In accordance with D.L. No. 1350 Section IV related to the Company’s Exchange and Budget Regulations. Codelcos financial activities are conducted following an annual budgeting program that is composed of an Operations Budget, an Investment Budget, and a Debt Amortization Budget.
The income obtained by Codelco in each period is subject to the tax regime established in Article 26 of D.L. N*1,350, which refers to Decree Laws N* 824, on Income Tax, of 1974, and N*2398 (Article 2), of 1978, which are applicable to Codelco. It is also subject to the terms of Law No. 21591 on mining royalties.
According to Law No. 13196, the return on foreign currency of the Corporation’s foreign sales (real income), of its copper production, including its by-products, is taxed at 10%. The effectiveness of this obligation for Codelco is specified in the explanatory note in section 1l!.
24 letter c) of this report.
The subsidiaries whose financial statements are included in these interim consolidated financial statements correspond to companies located in Chile and abroad, which are detailed in Note ll.2.d.
The associates, all located in Chile, are detailed in the explanatory note in section 111.10.
Basis of presentation of the consolidated financial statements
The interim consolidated statements of financial position as of September 30, 2025 and the consolidated statements of financial position as of December 31, 2024, the interim consolidated statement of income, comprehensive income for the nine and three-month periods ended September 30, 2025 and 2024, changes in equity and cash flows for the nine
-month periods ended September 30, 2025 and 2024 have been prepared in accordance with International Accounting Standard No. 34 (IAS 34) Interim Financial Reporting, incorporated into the accounting standards of the International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (hereinafter ¡ASB).
These consolidated financial statements include all the information and disclosures required in the annual financial statements.
The interim consolidated financial statements (unaudited) of the Corporation are presented in thousands of United States dollar (U.S. dollar).
F-14 Responsibility for information and estimates made
The Board of Directors of the Corporation has been informed of the information included in these consolidated financial statements and expressly declared its responsibility for the consistent and reliable nature of the information included as of September 30, 2025, which financial statements fully comply with IFRS. These unaudited interim consolidated financial statements as of September 30, 2025 were approved by the Board of Directors at a meeting held on October 30, 2025.
Accounting policies
These unaudited interim consolidated financial statements reflect the financial position of Codelco and subsidiaries as of September 30, 2025 and December 31, 2024, as well as the results of their operations for the nine and three-month periods ended September 30, 2025 and 2024, changes in equity and cash flows for the nine month periods ended September 30, 2025 and 2024, and their related notes, all prepared and presented in accordance with IAS 34 “Interim Financial Reporting, considering the respective presentation regulations of the Financial Market Commission (CMF)”.
Critical accounting estimate
In preparing these interim consolidated financial statements (unaudited), the use of certain critical accounting estimates and assumptions that affect the amounts of assets and liabilities recognized as of the date of the financial statements and the amounts of revenue and expenses recognized during the reporting period is required. Such preparation also requires the Corporation’s Management to exercise ¡ts judgment in the process of applying the Corporation’s accounting policies. The areas involving a greater degree of judgment or complexity or areas in which the assumptions and estimates are significant for the consolidated financial statements are described as follows:
a) Useful economic lives and residual values of property, plant and equipment: the useful lives and residual values of property, plant and equipment that are used for calculating depreciation are determined based on technical studies prepared by internal specialists.
The technical studies consider specific factors related to the use of assets
Where there are indications that the useful lives of these assets or their residual values may have changed from previous estimates, this should be done using technical estimates to determine the impact of any changes.
b) Ore reserves: the measurements of ore reserves are based on estimates of the ore resources that are legally and economically exploitable and reflect the technical and environmental considerations of the Corporation regarding the amount of resources that could be exploited and sold at prices exceeding the total cost associated with the extraction and processing.
The Corporation applies judgment in determining the ore reserves, and as such, possible changes in these estimates might significantly impact the estimates of net revenues over
F-15 time. In addition, these changes might lead to modifications in usage estimates, which might have an effect on depreciation and amortization expense, calculation of stripping cost adjustments, determination of impairment losses, expected future disbursements related to decommissioning and restoration obligations, long term defined benefits plans* accounting and the accounting for financial derivative instruments.
The Corporation estimates ¡ts reserves and mineral resources based on the information certified by the Competent Persons internal and external of the Corporation, who are defined and regulated according to Law No. 20235. These estimates correspond to the application of the Certification Code of Ore Reserves, Resources and Exploration, issued by the Mining Committee which was instituted through the law.
Notwithstanding the foregoing, the Corporation periodically reviews its estimation models, supported by experts who, in some divisions, also certify the reserves determined from these models.
Impairment of non-financial assets: the Corporation reviews the carrying amount of its non-financial assets to determine whether there is any indication that the carrying amount may not be recoverable. If any such indicator exists, the recoverable amount of the assets is estimated to determine the extent of the impairment loss. In testing impairment, the assets are grouped into cash generating units (“CGUs) to which the assets belong, if applicable. The recoverable amount of these CGUs is calculated as the present value of the expected future cash flows from such assets, considering a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of the assets is lower than their carrying amount, an impairment loss is recognized.
The Corporation defines the CGUs and also estimates the timing and cash flows that such CGUSs will generate. Subsequent changes in the grouping of the CGU, or changes in the assumptions supporting the estimates of cash flows or the discount rate, may impact the carrying amounts of the corresponding assets.
Estimates of assumptions influencing the calculation of cash flows, such as the price of copper or treatment charges and refining charges, among others, are determined based on studies conducted by the Corporation using uniform criteria over different periods.
Any change in these criteria may have an impact on the recoverable amount of the assets being tested for impairment.
The Corporation has assessed and defined that the CGUs are constituted at the level of each of its current operating divisions, with the exception of the Ventanas Division Smelter and Refinery operations, which are analyzed separately.
In assessing impairment in subsidiaries and associates, the Corporation uses the higher of value in use or fair value less costs to determine the recoverable amount. This recoverable amount may consider elements such as Life of Mine (LOM), reserves andor mining resources, among others, for mining operation evaluations. In addition, the evaluation may incorporate market variables such as for example, the price of copper and other commodities, cost of production inputs, exchange rates, discount rates and other market information for long-term asset valuation.
F-16
d) Provisions for decommissioning and site restoration costs: when a disruption is caused by the ongoing development or production of a mining property, an obligation to incur decommissioning and restoration costs arises. Costs are estimated based on a formal closure plan and are reassessed as of each reporting period or as of the date such obligations become known. The initial estimate of decommissioning and site restoration costs is recognized as property, plant, and equipment in accordance with ¡AS 16, and simultaneously a liability in accordance with lAS 37, is recorded.
For these purposes, a defined list of mine sites, facilities and other equipment are studied under this process, considering the engineering level profile, the cubic meters of assets that will be subject to removal and restoration, weighted by a structure of market prices of goods and services, reflecting the best current knowledge related to carrying out such activities, as well as techniques and more efficient construction procedures to date. In the process of valuation of these activities, the assumptions of the exchange rate for tradable goods and services are made, as well as a discount rate, which considers the time value of money and the risks associated with the liabilities, which is determined based, where applicable, on the currency in which disbursements are expected to be made.
The liability amounts recognized at the end of each reporting date represent management’s best estimate of the present value of the future decommissioning and site restoration costs. Changes in the estimate of the liability because of changes in the estimated future costs or in the discount rate are added to or deducted from the respective asset cost. The amount deducted from the cost of the asset shall not exceed it carrying amount. If a decrease in the liability exceeds the carrying amount of the asset, the excess is recognized immediately in profit or loss.
If the adjustment results in an addition to the cost of the asset, Codelco considers whether this is an indicator that the new carrying amount of the asset may not be fully recoverable. If such an indicator exists, Codelco tests the asset for impairment by estimating its recoverable amount, and accounts for any impairment loss in accordance with lAS 36.
Costs arising from the installation of a plant or other site preparation work, discounted to their net present value, are provided for and capitalized at the beginning of each project as soon as the obligation to incur such costs arises. These decommissioning costs are charged to net income over the life of the mine, through depreciation of the corresponding asset. Depreciation expense is included in cost of sales, while the discount in the provision is included in finance costs.
e) Provisions for employee benefits: Provisions for employee benefits related to severance payments and health benefits for services rendered by the employees are determined based on actuarial calculations using the projected unit credit method and are recognized in other comprehensive income or s (depending on the accounting standards applicable) on an accrual basis.
The Corporation uses assumptions to determine the best estimate of future obligations related to these benefits. Such estimates, as well as assumptions, are determined by
F-17
f)
g)
h)
j)
k) management using the assistance of external actuaries. These assumptions include demographic assumptions, discount rate and expected salary increases and rotation levels, among other factors.
Accruals for open invoices: the Corporation uses information on future copper prices, through which it recognizes adjustments to its revenues and trade receivables, due to the conditions in provisional pricing arrangements. These adjustments are updated monthly, See Notes 2 q) Revenue from contracts with customers of Note 2 Significant accounting policies below.
Fair value of derivatives and other financial instruments: management may use its judgment to choose an adequate and proper valuation method for financial instruments that are not quoted in an active market. In the case of derivative financial instruments, assumptions are based on observable market inputs, adjusted depending on factors specific to the instruments among others.
Lawsuits and contingencies: The Corporation assesses the probability of lawsuits and contingency losses on an ongoing basis according to estimates performed by its legal advisors. For cases in which management and the Corporation’s legal advisors believe that a loss is not probable of occurring or where probable, may not be estimated reliably, no provisions are recognized. When it is considered more likely than not that a loss is probable and it may be reliably estimated, a provision is recognized.
Application of IFRS 16: includes the following:
-Estimation of the lease term
-Determine if it is reasonably certain that an extension or termination option will be exercised.
-Determination of the appropriate rate to discount lease payments.
Revenue recognition: the Corporation determines appropriate revenue recognition for its contracts with customers by analyzing the type, terms and conditions of each contract or agreement with a customer.
As part of the analysis, the management must make judgments about whether an agreement or contract is legally enforceable, and whether the agreement includes separate performance obligations. In addition, estimates are required to allocate the total price of the transaction to each performance obligation based on the stand-alone selling price of the promised goods or services underlying each performance obligation.
(The Corporation applies the constraint on variable consideration as defined in IFRS 15, if applicable).
Stripping costs – Costs incurred in removing mine waste materials (overburden) in open pits that are in production, that provide access to mineral deposits, are recognized in property, plant, and equipment, when the following criteria set out in IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine are met:
– – lItis probable that the future economic benefits associated with the stripping activity will flow to the entity.
F-18
– – Itis possible to identify the components of an ore body for which access has been improved because of the stripping activity, and
– The costs relating to that stripping activity can be measured reliably.
The stripping costs are amortized based on the production units of production extracted from the ore body related to the specific stripping activity which generated this amount.
Although the abovementioned estimates have been made based on the best information available as of the date of issuance of these consolidated financial statements, it is possible that new developments could lead the Corporation to modify these estimates in the future.
Such modifications, if any, would be adjusted prospectively, recognizing the effects of the change in estimate in future consolidated financial statements, as required by IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors.
On the other hand, the costs of activities for the removal of sterile material during the production stage, whose benefit is realized in the form of produced inventory, must be recognized in accordance with lAS 2.
Material accounting policies
a. Period covered – The accompanying consolidated financial statements of Corporación Nacional del Cobre de Chile include the following statements:
Interim Consolidated Statement of Financial Position as of September 30, 2025 (unaudited) and Consolidated Statement of Financial Position as of December 31, 2024.
Interim Consolidated Statement of Income (unaudited) for the nine and three-month periods ended September 30, 2025 and 2024.
Interim Consolidated Statements of Comprehensive Income (unaudited) for nine and the three-month periods ended September 30, 2025 and 2024.
Interim Consolidated Statements of Changes in Equity (unaudited) for nine-month periods ended September 30, 2025 and 2024.
Interim Consolidated Statements of Cash Flows (unaudited) for the nine-month periods ended September 30, 2025 and 2024.
b. Basis of preparation – These interim consolidated financial statements (unaudited) of the Corporation as of September 30, 2025 have been prepared in accordance with the instructions of the Commission for the Financial Market which fully comply with International Financial Reporting Standards (IFRS) issued by the IASB.
The consolidated statements of financial position as of December 31, 2024, and the statements of income, equity and cash flows for the nine and three-month period ended September 30, 2024 (unaudited), which are included for comparative purposes, have been prepared in accordance with IFRS as issued by the IASB, on a basis consistent with the basis used for the same period ended September 30, 2025, except for the adoption of new IFRS standards and interpretations adopted by the Corporation as of September 30, 2025, which are disclosed in number 3 “New standards and interpretations adopted by the Corporation” in section Il of this report.
F-19 These interim consolidated financial statements (unaudited) have been prepared from accounting records held by the Company.
. Functional currency – The functional currency of Codelco is the U.S. dollar, which is the currency of the primary economic environment in which the Corporation operates and the currency in which it receives ¡ts revenues.
The functional currency of subsidiaries, associates, and joint ventures is the currency of the primary economic environment in which those entities operate and the currency in which they receive their revenues. For some subsidiaries and associates that are an extension of the operations of Codelco (entities that are not self-sustaining and whose main transactions are with Codelco); the functional currency is also the U.S. dollar.
The presentation currency of Codelco’s interim consolidated financial statements (unaudited) is the U.S. dollar.
. Basis of consolidation – The financial statements comprise the consolidated statements of the Corporation and its subsidiaries.
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Corporation obtains control, and continue to be consolidated until the date such control ceases. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement from the date the Corporation gains control until the date when the Corporation ceases to control the subsidiary.
The annual financial statements of the subsidiaries are prepared for the same reporting period as the Corporation, using consistent accounting policies.
All assets, liabilities, equity, income, expenses, and cash flows related to transactions between consolidated companies are fully eliminated on consolidation. The value of the non-controlling interest of shareholders in equity and in the results of subsidiaries is presented, respectively, as “Non-controlling interests” in the consolidated statement of financial position and “Income (loss) attributable to non-controlling interests and “Comprehensive income (loss) attributable to non-controlling interests” in the consolidated statements of income.
The following companies have been consolidated:
F-20 Taxpayer ID
No. COMPANY Country Foreign Chile Copper Limited England Foreign Codelco do Brasil Mineracao Brazil Foreign Codelco Group Inc. USA Foreign Codelco Kupferhandel GmbH Germany Foreign Codelco Metals Inc. USA Foreign Codelco Services Limited England Foreign Codelco Shanghai Company Limited China Foreign Codelco Singapore P.L Singapore Foreign Codelco USA Inc. USA Foreign Codelco Canadá Canada Foreign Ecometales Limited Channel Islands Foreign Exploraciones Mineras Andinas Ecuador EMSAEC S.A. Ecuador Foreign Lithium Power International Ltd. Australia
Taxpayer ID No. COMPANY Country
81.767.200-0 Asociación Garantizadora de Pensiones Chile
88.497.100-4 Clínica San Lorenzo SpA Chile
99.556.950-7 Inmobiliaria Red de Salud Codelco SpA Chile
96.819.040-7 Complejo Portuario Mejillones S.A. Chile
99.569.520-0 Exploraciones Mineras Andinas S.A. Chile
99.573.600-4 Clínica Río Blanco SpA Chile
76.064.682-2 Centro de Especialidades Médicas Río Blanco SpA Chile
77.173.260-9 Inversiones Copperfield SpA Chile
76.043.396-9 Innovaciones en Cobre S.A. Chile
76.148.338-2 Sociedad de Procesamiento de Molibdeno Ltda. Chile
76.173.357-5 Inversiones Gacrux SpA Chile
76.231.838-5 Inversiones Mineras Nueva Acrux SpA Chile
76.173.783-K Inversiones Mineras Becrux SpA Chile
76.124.156-7 Centro de Especialidades Médicas San Lorenzo SpA Chile
76.255.061-K Central Eléctrica Luz Minera SpA Chile
70.905.700-6 Fusat Chile
76.334.370-7 Isalud Isapre de Codelco SpA. Chile
78.394.040-K Centro de Servicios Médicos Porvenir Ltda. Chile
77.928.390-9 Inmobiliaria e Inversiones Rio Cipreces Ltda. Chile
77.270.020-2 Prestaciones de Servicios de la Salud Intersalud Ltda. Chile
76.754.301-8 Salar de Maricunga SpA Chile
77.780.914-8 Salares de Chile SpA Chile
77.780.919-9 Minera Tarar SpA Chile
76.598.914-0 Lithium Power Inversiones Chile SpA Chile
76.602.739-3 Minera Salar Blanco S.A. Chile
Functiona l currency
GBP BRL US$ EUR US$ GBP RMB US$ US$ US$ US$ US$ AUD
Functiona l currency
CLP CLP CLP US$ CLP CLP CLP US$ US$ US$ US$ US$ US$ CLP US$ CLP CLP CLP CLP CLP US$ US$ US$ US$ US$
9-30-2025 12-31-2024
O, % Ownership e
Ownership
Direct | Indirect Total
100.00 – 100.00 100.00
– 100.00 100.00 100.00
100.00 – 100.00 100.00
100.00 – 100.00 100.00
– 100.00 100.00 100.00
– 100.00 100.00 100.00
100.00 – 100.00 100.00
100.00 – 100.00 100.00
– 100.00 100.00 100.00
100.00 0.00 100.00 100.00
– 100.00 100.00 100.00
– 100.00 100.00 100.00
– 100.00 100.00 100.00
12-31-2024 %
Ownership
Total
96.69 – 96.69 96.69
100.00 – 100.00 100.00
100.00 – 100.00 100.00
100.00 – 100.00 100.00
99.90 0.10 100.00 100.00
100.00 – 100.00 100.00
– 100.00 100.00 100.00
100.00 100.00 100.00
0.05 99.95 100.00 100.00
100.00 100.00 100.00
100.00 – 100.00 100.00
– 67.80 67.80 67.80
– 67.80 67.80 67.80
– 100.00 100.00 100.00
100.00 – 100.00 100.00
100.00 – 100.00 100.00
– 99.00 99.00 99.00
– 9990 99.90 99.90
– 99.00 99.00 99.00
– 100.00 100.00 100.00
100.00 – 100.00 100.00
– 100.00 100.00 100.00
– 100.00 100.00 100.00
– 100.00 100.00 100.00
For the purposes of these interim consolidated financial statements, subsidiaries, associates, acquisitions and disposals are defined as follows:
– – Subsidiaries: A subsidiary is an entity over which the Corporation has control.
Control is exercised if, and only if, the following elements are present: (i) power to govern the operating and financial policies to obtain benefits from their activities; (ii) exposure or rights to the variable returns of these companies; and (iii) ability to use the power to influence the amount of returns.
The Corporation reassesses whether it controls a subsidiary if facts and circumstances indicate that there are changes to one or more of the elements of control listed above.
FP-21 The interim consolidated financial statements include all assets, liabilities, revenues, expenses, and cash flows of Codelco and its subsidiaries, after eliminating all inter- company balances and transactions.
– Associates: An associate is an entity over which Codelco has significant influence.
Significant influence is the power to participate in the financial and operating policy decisions of the associate but is not control or joint control over those policies.
Codelcos interest ownership in associates is recognized in the consolidated financial statements under the equity method. Under this method, the initial investment is recognized at cost and adjusted thereafter to recognize changes in Codelcos share of the comprehensive income of the associate, less any impairment losses or other changes to the investment in net assets of the associate.
The Corporation adjusts the proportional gains or losses obtained by the associate after acquisition to take into account the effects that may exist in the depreciation of the fair value of the assets considered at the date of acquisition.
– – Acquisitions and disposals: The result of businesses acquired are incorporated in the consolidated financial statements from the date when control is obtained; the results of businesses sold during the period are included in the consolidated financial statements up to the effective date of disposal. Gains or losses on disposal is the difference between the sale proceeds (net of expenses) and the carrying amount of the net assets attributable to the ownership interest that has been sold (and, where applicable, the associated cumulative translation adjustment).
If control is lost over a subsidiary, the retained ownership interest in the investment will be recognized at its fair value.
At the acquisition date of an investment in a subsidiary, associate or joint venture, any excess of the cost of the investment (consideration transferred) plus the amount of the non-controlling interest in the acquiree plus the fair value of any previously held equity interest in the acquiree, where applicable, over Codelcos share of the net fair value of the identifiable assets and acquired liabilities is recognized as goodwill. Any excess of Codelco’s share of the net fair value of the identifiable assets and acquired liabilities over the consideration transferred, after reassessment, is recognized immediately in profit or loss in the period in which the investment is acquired.
Foreign currency transactions and reporting currency conversion – Transactions in currencies other than the Corporation’s functional currency are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, foreign currency transactions denominated in foreign currencies are converted at the rates prevailing at that date. Gains and losses due to the effect of foreign currency transactions are included in the consolidated statement of income for the period within “Exchange gains (losses) in foreign currencies.
At the end of the reporting period, monetary assets and liabilities denominated in Unidades de Fomento (“UF”) have been denominated in ThUSS, considering the
F-22 exchange rates in effect at the end of each period (9-30-2025: USS 41.03; 12-31-2024: US$ 38.55; 9-30-2024: USS 42.23). Expenses and income in local currency have been expressed in dollars at the observed exchange rate, corresponding to the date of the accounting record of each transaction.
The translation of the financial statements of subsidiaries, associates and jointly controlled entities, whose functional currency is different from Codelco’s presentation currency, is performed as follows for consolidation purposes:
– Assets and liabilities are converted using the prevailing exchange rate on the reporting date.
– Income and expenses for each statement of income are translated at average exchange rates for the period.
– All resulting exchange differences are recognized in comprehensive income and accumulated in equity under the heading Reserve on exchange differences on translation.
The exchange rates used in each reporting period were as follows:
Closing exchange rates
Relationshi P EETETTES 12-31-2024 9-30-2024
US$ CLP 0.00104 0.00100 0.00111 US$ GBP 1.34571 1.25345 1.33994 US$ BRL 0.18801 0.16189 0.18356 US$ EUR 1.17537 1.03896 1.11558 US$ AUD 0.66185 0.62212 0.69377 US$ HKD 0.12852 0.12880 0.12868 US$ RMB 0.14031 0.13672 0.14283
f. Offsetting balances and transactions – As a general standard, assets and liabilities, revenue, and expenses, are not offset in the financial statements, except for those cases in which offsetting is required or is allowed by a standard and the presentation reflects the substance of the transaction.
Income or expenses arising from transactions which, for contractual or legal reasons, permit the possibility of offsetting and which the Corporation intends to liquidate for their net value or realize the assets and settle the liabilities simultaneously, are stated net in the statement of income.
g. Property, plant and equipment and depreciation – Items of property, plant and equipment are initially recognized at cost. After initial recognition, they are measured at cost, less any accumulated depreciation and any accumulated impairment losses.
The cost of property, plant and equipment includes the costs of expansion, modernization or improvements that represent an increase in productivity, capacity or efficiency, or an increase in the useful life of the assets, and are capitalized as an increase in the cost of the related assets.
F-23 The assets included in property, plant and equipment are depreciated, as a general rule, using the units of production method, when the activity performed by the asset is directly attributable to the mine production process. In other cases, a straight-line depreciation criterion is used.
The assets included in property, plant and equipment and certain intangibles (software) are depreciated over their economic useful lives, as described below:
Category POSMINES
Land No depreciation
Land on the mine site Production unit
Buildings Linear depreciation 20 – 50 years Buildings in Underground Mine Levels Level Production Unit
Vehicles Linear depreciation 3 – 7 years Plants and Machinery Production unit
Foundries Production unit
Refineries Production unit
Mining Rights Production unit
Support teams Production unit
Intangibles – Softwares Linear depreciation up to 8 years Open pit and underground development Production Unit
Estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, and any change in estimates is recognized prospectively.
Additionally, depreciation methods and estimated useful lives of assets, especially plants, facilities and infrastructure may be revised at the end of each year or during the year according to changes in the structure of reserves of the Corporation and productive long-term plans updated as of that date.
This review may be made at any time if the conditions of ore reserves change significantly because of new known information, confirmed, and officially released by the Corporation.
The gain or loss resulting from the disposal or retirement of an asset is calculated as the difference between the price obtained on disposal and the value recorded in the books, recognizing the charge or credit to income for the period.
Construction in progress includes the amounts invested in the construction of property, plant and equipment and in mining development projects. Construction in progress is transferred to assets in operation once the testing period has ended and when they are ready for use; at that point, depreciation begins to be recognized.
Borrowing costs that are directly attributable to the acquisition or construction of assets that require a substantial period before they are ready for use or sale are capitalized as part of the cost of the corresponding items of property, plant, and equipment.
The ore deposits owned by the Corporation are recorded in the accounting records at USS1. Notwithstanding the above, those reserves and resources acquired as part of
F-24 acquisition of entities accounted for as business combinations, are recognized at their fair value.
Intangible assets – The Corporation initially recognizes these assets at acquisition cost.
The cost is amortized systematically over their useful lives, except in the case of assets with indefinite useful lives, which are not amortized, and are assessed for impairment at least once a year and, in any case, whenever there is an indication that impairment may have occurred. At the end of each reporting period, these assets are measured at their cost less any accumulated amortization (when applicable) and any accumulated impairment losses.
The expenditures for the development of Technology and Innovation Projects are recognized as intangible assets at their cost and are considered to have indefinite useful lives. Recognition applies, if and only if, all the following have been demonstrated:
– – Thetechnical feasibility of completing the intangible asset so that it will be available for use or sale;
– The intention to complete the intangible asset is to use or sell it;;
– – The ability to use or sell the intangible asset;
– – That the intangible asset will generate probable future economic benefits;
– – The availability of adequate technical, financial, and other resources to complete the development and to use or sell the intangible asset; and
– The disbursement attributable to the intangible asset during its development can be reliably appraised.
Research expenses for technology and innovation projects are recognized in profit or loss when incurred.
Impairment of property, plant and equipment and intangible assets – Property, plant and equipment and intangible assets with finite useful lives are reviewed for impairment to verify whether there is any indication that the carrying amount may not be recoverable. lf such an indication exists, the recoverable amount of the asset is estimated to determine the amount of the impairment to be recorded.
For intangible assets with indefinite useful lives, their recoverable amounts are annually estimated at the end of each reporting period.
When an asset does not generate cash flows that are independent from other assets, Codelco determines the recoverable amount of the CGU to which the asset belongs.
The Corporation has defined each of its divisions as a cash generating unit.
Recoverable amount of an asset is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. On the other hand, the fair value less cost of disposal is usually determined for operational assets considering the Life of Mine (LOM), based on a model of discounted cash flows, while the assets not
F-25 included in LOM as resources and potential resources to exploit are measured by using a market model of multiples for comparable transactions.
If the recoverable amount of an asset or CGU is estimated to be less than it is carrying amount, an impairment loss is recognized immediately in profit or loss, reducing the carrying amount to its recoverable amount. In the event of a subsequent reversal of the impairment, the carrying amount is increased to the revised estimate of the recoverable amount, but to the extent that it does not exceed the carrying amount that would have been determined had no impairment been previously recognized.
The estimates of future cash flow for a CGU are based on future production forecasts, future prices of basic products and future production costs. Under IAS 36 Impairment of Assets, there are certain restrictions for future cash flows estimates related to future restructurings and future cost efficiencies. When calculating value in use, it is also necessary to base the calculations on the spot exchange rate at the date of calculation.
Expenditures for exploration and evaluation of mineral resources, mine development and mining operations – The Corporation has defined an accounting policy for each of these expenditures.
Development expenses for deposits under exploitation whose purpose is to maintain production levels are recognized in profit or loss when incurred.
Exploration and evaluation costs such as: drillings of deposits, including expenses necessary to locate new mineralized areas and engineering studies to determine their potential for commercial exploitation are recognized in profit or loss, normally at the pre-feasibility stage.
Pre-operating and mine development expenses (normally after feasibility engineering is reached) incurred during the execution of a project and until its start-up are capitalized and amortized in relation to the future production of the mine. These costs include stripping of waste material, constructing the mine’s infrastructure and other works carried out prior to the production phase.
Finally, costs for defining of new areas or deposit areas in exploitation and of mining operations (PP£E) are recognized in property, plant and equipment and are amortized through profit or loss over the period during which the benefits are obtained.
In accordance with the criteria outlined above, the costs associated with acquired exploration and mining exploitation licenses that are part of a project in the feasibility stage will be classified as property, plant, and equipment. Prior to this stage, these assets will be presented as non-amortizable intangible assets.
. Income taxes and deferred taxes – Codelco and its Chilean subsidiaries recognize annually income taxes based on the net taxable income determined as per the standards established in the Income Tax Law and Article 2 of D.L. 2398, and the Mining Royalty Tax referred to in Law No. 21590. Its foreign subsidiaries recognize income taxes according to the tax regulations of the respective countries.
F-26 In addition, Codelco’s taxable income in each period is subject to the tax regime established in Article 26 of D.L. No. 1350, and it must pay the encumbrances in March, June, September, and December of each year, based on a provisional tax calculation.
The deferred taxes arising from temporary differences and other events that create differences between the accounting and tax bases of assets and liabilities, are recorded in accordance with the standards established in IAS 12 Income tax.
Deferred taxes are also recognized for undistributed profits of some subsidiaries and associates, at the remittance tax rate on dividends paid by these companies to the Corporation.
Inventories – Inventories are measured at cost when such does not exceed net realizable value. Net realizable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale (i.e., marketing, sales, and distribution expenses). Costs of inventories are determined according to the following methods:
– Finished products and products in process: These inventories are measured at their average production cost determined using the absorption costing method, including labor, depreciation of fixed assets, amortization of intangibles and indirect costs of each period. Inventories of products in process are classified in current and non- current, according to the normal cycle of operation.
– Materials in warehouse: These inventories are valued at acquisition cost and the Corporation determines an allowance for obsolescence considering that slow- moving materials in the warehouse remain in stock.
– Materials in transit: These inventories are measured at cost incurred at the end of reporting period. Any difference because of an estimate of net realizable value of the inventories lower than it carrying amount is recognized in profit or loss.
. Dividends – In accordance with Article 6 of D.L. 1350, the Corporation has a mandatory obligation to distribute its net income as presented in the financial statements. The payment obligation is recognized on an accrual basis. (see note 20).
. Employee benefits – Codelco recognizes a provision for employee benefits when there is a present obligation (legal or constructive) as a result of services rendered by its employees.
The employment contracts stipulate, subject to compliance with certain conditions, the payment of an employee severance indemnity when an employment contract ends. In general, this corresponds to one monthly salary per year of service and considers the components of the final remuneration which are contractually defined as the basis for the indemnity. This employee benefit has been classified as a defined benefit plan.
Codelco has also agreed to post-employment medical care benefits for certain retirees.
This employee benefit has been classified as a defined benefit plan.
F-27 These plans continue to be unfunded as of September 30, 2025.
The employee severance indemnity and the post-employment medical plan obligations are determined using the projected unit credit method, with actuarial valuations being carried out at the end of each reporting period. The defined benefit plan obligations recognized in the statement of financial position represent the present value of the accrued obligations. Actuarial gains and losses are recognized immediately in other comprehensive income and will not be reclassified to profit or loss.
The Corporation’s management uses assumptions to determine the best estimate of these benefits. The assumptions include an annual discount rate, expected increases in salaries and turnover rate, among other factors.
In accordance with its operating optimization programs to reduce costs and increase labor productivity by incorporating new current technologies andor better management practices, the Corporation has established employee retirement programs by amending certain employment contracts or collective union agreements to include benefits encouraging employees to early retire, for which the necessary provisions are made based on the accrued obligation at current value. In case of employee retirement programs which involve multi-year periods, the accrued obligations are updated using a discount rate determined based on financial instruments denominated in the same currency and similar maturities that will be used to pay the obligations.
. Provisions for decommissioning and site restoration costs – The Corporation recognizes a provision for the estimated future costs of decommissioning and restoration of mining projects in development or production when a mining activity causes a disruption under a constructive or legal obligation. Costs are estimated on the basis of a formal closure plan and cost estimates are annually reviewed.
Costs arising from the obligation to dismantle a plant installation or other site preparation work, discounted to their present value, are provided for and capitalized at the beginning of each project or at the origin of the constructive or legal obligation as soon as the obligation to incur such costs arises.
These decommissioning and restoration costs are recorded in income through the depreciation of the asset that gave rise to such cost, and the use of the provision is made when the decommissioning materializes. Subsequent changes in estimates of decommissioning-related liabilities are added to or deducted from the costs of the related assets in the period in which the adjustment is made.
Other restoration costs, outside the scope of |AS 16, Property, Plant and Equipment, are provided for at their present value against operating results and the use of the provision is made in the period in which the restoration work is performed.
The accretion of the discount on a closure liability due to the passage of time is recognized as a finance expense in the statement of income.
. Leases – The Corporation evaluates its contracts at initial application to determine whether they contain a lease The Corporation recognizes a right-of-use asset and a
F-28 corresponding liability for lease with respect to all lease agreements in which Codelco is the lessee, except for short-term leases (defined as a lease with a lease term of twelve months or less) and leases of low-value assets. For these leases, the Corporation recognizes the lease payments as an operating cost on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which the economic benefits of the leased assets are consumed.
The lease liability is initially measured at the present value of the lease payments that have not been paid at the commencement date, discounted using the interest rate implicit in the lease. If this rate cannot be easily determined, the Corporation uses the incremental borrowing rate.
The incremental rate for loans used by Codelco is determined by estimating the interest rate that the Corporation would have to pay for borrowing the necessary funds to obtain an asset of an equivalent nature similar in value to the right-of-use asset of the respective lease, in a similar economic environment over a similar term.
Lease payments included in the measurement of the lease liability mainly include fixed payments, variable payments that depend on an index or a rate and the exercise price of a purchase option. Variable payments that do not depend on an index or a rate are excluded.
The lease liability is subsequently measured as follows: the carrying amount increased to reflect the interest on the lease liability (using the effective rate method) and the carrying amount is reduced to reflect the lease payments made.
The Corporation revalues the lease liability as to the discount rate (and makes the corresponding adjustments to the asset for respective right of use) through a modified discount rate when:
– There is a change in the term of the lease, or
– There is a change in the assessment of an option to purchase the underlying asset, or
– There isa change in an index or rate which generates a change in cash flows.
Right-of-use assets comprise the amount of the present value of payments not made at the contract inception date, and lease payments made before or up to the inception date, less lease incentives received and any initial direct costs incurred plus other decommissioning and site restoration costs. The right-of-use assets are subsequently measured at cost less accumulated depreciation and accumulated losses due to impairment.
When the Corporation incurs a cost obligation to dismantle or remove a leased asset, restore the location in which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognized and measured in accordance with lAS 37. Costs are included in the corresponding right-of- use asset unless those costs are incurred to produce inventories.
The right-of-use assets are depreciated during the shorter period between the term of the lease and the useful life of the underlying asset. If a lease transfers the ownership of
F-29 the underlying asset or the cost of the right-of-use asset reflects that the Corporation expects to exercise its option to purchase, the right-of-use asset is depreciated over the useful life of the underlying asset. Depreciation is made from the start date of the lease.
The Corporation applies lAS 36 to determine if a right-of-use asset is impaired and recognizes any impairment loss identified, as described in the accounting policy for Property, plant and equipment.
q. Revenue from Contracts with Customers – Revenue is recognized in an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to customers.
– Sale of mineral goods and or by-products: Contracts with customers for the sale of mineral goods and or by-products include the performance obligation for the delivery of the physical goods and the associated transportation service, at the place agreed with the customers. The Corporation recognizes revenue from the sale of goods when the performance obligation is satisfied according to the shipment or dispatch of the products, in accordance with the agreed conditions, such revenue being subject to variations related to the content and or sale price at the date of its liquidation. Notwithstanding the foregoing, there are some contracts where the performance obligation is satisfied when there is receipt of the product instead of the buyer’s corresponding destination, thus recognizing revenue at the time of said transfer. When services of transport of goods are provided, the Corporation recognizes revenue when the service obligation is satisfied.
Sales that have discounts associated with volume subject to compliance with goals are recognized net, estimating the probability that the volume target will be reached.
Sales contracts include a provisional price at the shipment date. The final price is generally based on the London Metals Exchange (“LME”) price. Revenue from sales of copper is measured using estimates of the future spread of metal prices on the LME andor the spot price at the date of shipment, with subsequent adjustments made upon final pricing recognized as revenue. The terms of sales contracts with customers contain provisional pricing arrangements whereby the selling price for metal concentrate is based on prevailing spot prices on a specified future date after shipment to the customer (the quotation period). Consequently, the final price is set at the dates indicated in the contracts. Adjustments to provisional sale prices occur based on movements in quoted market prices on the LME up to the date of final pricing. The period between provisional invoicing and final pricing is typically between one and nine months. Changes in fair value over the quotation period and until final pricing are estimated by reference to forward market prices for applicable metals.
As indicated in the note related to hedging policies in the market of metal derivatives, the Corporation enters into operations in the market of metal derivatives. Gains and losses from those which are fair value hedges contracts are recognized as revenues.
F-30 Fr.
– Rendering of services: Additionally, the Corporation recognizes revenue for rendering services, which are mainly related to the processing of minerals bought from third parties. Revenue from rendering of services is recognized when the amounts can be measured reliably and when the services have been provided.
Derivatives contracts – Codelco uses derivative financial instruments to reduce the risk of fluctuations in sales prices of its products and of exchange rates.
Derivatives are initially recognized at fair value at the date the derivative contracts are entered into and are subsequently measured to their fair value at the end of each reporting period.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income and accumulated in equity under the item “Cash flow hedge reserve. The gain or loss relating to the ineffective portion is immediately recognized in profit or loss and included in the Finance cost or Finance income line items, depending on the effect of such ineffectiveness. The amount recognized in comprehensive income is reclassified to income, in the same line in which the effects generated by the hedged item are recorded once the results of the hedged transactions are recorded in the same line or until the maturity date of such transactions.
A hedge is considered highly effective when it meets the requirements of IFRS 9. At the time of discontinuation of the hedge contract or the associated designated accounting and according to the circumstances of each case, the accumulated gainloss on the derivative instrument remains in equity until the hedge transaction occurs, or if discontinuation is expected to occur, the amount in equity is reclassified to profit or loss.
The total fair value of hedging derivatives is classified as non-current financial asset or liability, if the remaining maturity of the hedged item is greater than twelve months, and as current financial asset or liability if the remaining maturity of the hedged item is less than twelve months.
The derivative contracts held by the Corporation have been entered into to apply the risk hedging policies and are accounted for as indicated below:
– – Hedging policies for exchange rate risk: The Corporation enters into exchange rate derivatives to hedge exchange rate variations between the U.S. dollar and the currencies of transactions the Corporation undertakes. In accordance with the policies established by the Board of Directors, these hedge transactions are only entered into when there are recognized assets or liabilities, forecasts of highly probable transactions or firm commitments. The Corporation does not enter into derivative transactions for non-hedging purposes.
– Hedging policies for metal market prices risk: In accordance with the policies established by the Board of Directors, the Corporation entered into derivative contracts to reduce the inherent risks in the fluctuations of metal prices.
F-31 Hedging policies seek to protect expected cash flows from product sales operations by adjusting, when necessary, physical sales contracts to its commercial policy.
When the sales commitments are fulfilled and the metal derivative contracts are settled, there is an offset between the results of the sales transactions and the results of hedging using metal derivatives.
Hedging transactions carried out by the Corporation in the metal derivatives market are not undertaken for speculative purposes.
– – Embedded derivatives: The Corporation has established a procedure that allows for evaluation of the existence of embedded derivatives in financial and non-financial contracts. Where there is an embedded derivative, and the host contract is not a financial instrument and the characteristics and risks of the embedded derivative are not closely related to the host contract, the derivative is required to be recognized separately.
s. Segment reporting – The Corporation has defined its Divisions as its operating segments in accordance with the requirements of IFRS 8, Operating Segments. The mining deposits in operation, where the Corporation conducts its extractive and processing activities are managed by the following Divisions: Chuquicamata, Radomiro Tomic, Ministro Hales, Gabriela Mistral, Salvador, Andina and El Teniente. In addition, the Ventanas Division operates in the refining area. All these Divisions have a separate operational management, which reports to the Chief Executive Officer, through the Vice-President of Operations, respectively. Main revenue and expenses items controlled by the Head Office are allocated to the Divisions.
t. Presentation of Financial Statements – For purposes of lAS 1 Presentation of Financial Statements, the Corporation presents its statement of financial position classified as “current and non-current” and its statements of income “by function” and cash flows using the direct method.
u. Current and non-current financial assets – The Corporation determines the classification of its financial assets at the time of initial recognition and reviews it at each closing date.
The classification depends on the business model in which the investments are managed and the contractual characteristics of their cash flows.
The Corporation’s financial assets are classified into the following categories:
– – Atfair value through profit or loss: Initial recognition: This category includes those financial assets that do not qualify in the business model to collect contractual cash flows, nor do such cash flows come exclusively from capital and interest. These instruments are initially recognized at fair value.
Subsequent recognition: Their subsequent recognition is performed at fair value, with any changes in fair value recorded in the Consolidated Statement of Comprehensive Income under the line item Other gains (losses).
F-32
v.
Amortized cost:
Initial recognition: This category includes those financial assets that qualify in the business model and that are held for the purpose of collecting contractual cash flows and that meet the “Solely Payment of Principal and Interest” (SPPI) criterion. This category includes certain Trade and other current receivables, and the loans included in other non-current financial assets.
Subsequent recognition: These (debt) instruments are subsequently measured at amortized cost using the effective interest method. The amortized cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortization using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any impairment allowance
Interest income is recognized in profit or loss and is calculated by applying the effective interest rate to the gross carrying amount of a financial asset. For financial assets measured at amortized cost that are not part of a designated hedging relationship, exchange differences are recognized in profit or loss in the Foreign exchange difference line item.
At fair value through other comprehensive income:
Initial measurement: Financial assets that meet the criteria “Solely payments of principal and interest” (SPPI) are classified in this category and must be maintained within a business model both to collect the cash flows and to sell the financial assets.
These instruments are initially recognized at fair value. In this section, investments in equity instruments are also included.
Subsequent recognition: Their subsequent valuation is at fair value. Interest income calculated using the effective interest rate method, foreign exchange gains and losses, impairment, and dividends are recognized in income. Other net gains and losses are recognized in other comprehensive income. On derecognition, the gains and losses accumulated in comprehensive income while for investments in equity instruments, their reclassification is recorded in retained earnings. Codelco has irrevocably elected to present subsequent changes in the fair value of the investment in equity instruments in other comprehensive income
Financial liabilities – Financial liabilities are initially recognized at fair value net of transaction costs. Subsequent to their initial recognition, the valuation of the financial liabilities will depend on their classification, within which the following categories are distinguished:
Financial liabilities at fair value through profit or loss: This category includes financial liabilities defined as held for trading.
Changes in fair value associated with own credit risk are recorded in other comprehensive income unless doing so creates an accounting mismatch.
Financial liabilities measured at amortized cost: This category includes all financial liabilities other than those measured at fair value through profit or loss.
F-33 The Corporation includes in this category bonds, obligations and other current payables.
These financial liabilities are measured using the effective interest rate method, recognizing interest expense based on the effective rate.
The method of the effective interest rate corresponds to the method of calculating the amortized cost of a financial liability and the allocation of interest expenses during the corresponding period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate, a shorter period, to the net carrying amount on initial recognition.
Trade and other current payables are financial liabilities that do not explicitly accrue interest and are recognized at their nominal value, which approximates its fair value.
Financial liabilities are derecognized when the liabilities are paid or expire.
. Impairment of financial assets – The Corporation measures the loss allowance at an amount equal to lifetime expected credit losses for certain of its trade receivables. For these, it uses the simplified approach as required under IFRS 9.
The provision matrix is based on the Corporation’s historical credit loss experience over the expected life of such trade receivables and is adjusted for forward-looking estimates considering the most relevant macroeconomic factors that affect bad debts.
Other accounts receivable and other financial assets are reviewed using reasonable and sustainable information that is available without cost or disproportionate effort in accordance with IFRS 9 to determine the credit risk of the respective financial assets. A provision for impairment losses on trade receivables and other financial assets is established when there is objective evidence that the amounts due may not be fully recovered.
Statement of cash flows – The statement of cash flows reflects changes in cash that took place during the period, determined under the direct method. The Corporation has defined the following:
Cash flows: Inflows and outflows of cash or cash equivalents, which are defined as highly liquid investments maturing in less than three months with a low risk of changes in value.
Operating activities: Are the principal revenue-producing activities of the Corporation and other activities that are not investing or financing activities.
Investing activities: These are the acquisition and disposal of long-term assets and other investments not included in cash and cash equivalents.
Financing activities: These are activities that result in changes in the size and composition of net equity and borrowings of the Corporation.
F-34 Bank overdrafts are classified as external resources in current liabilities.
y. Law No. 13196- Under this law, the return in foreign currency of sales abroad of the Corporation’s actual income from its copper production, including by-products, is taxed at 10%. The amount recognized for this concept is presented in the statement of income within the line item Other expenses by function. See explanatory note in section I!l. Note 24 letter c) of this financial statements.
z. Cost of sales – Cost of sales is determined according to the absorption costing method, including the direct and indirect costs, depreciation, amortization and any other expenses directly attributable to the production process.
aa. Classification of current and non-current balances – In the consolidated statement of financial position, the balances are classified according to their maturities, that is, as current for those with a maturity equal to or less than twelve months and as non- current for those with a greater maturity. Where there are obligations whose maturity is less than twelve months, but whose long-term refinancing is insured upon a decision by the Corporation whose intention is to refinance, through credit agreements available unconditionally with long-term maturity, these could be classified as non- current liabilities.
New standards and interpretations adopted by the Corporation
The accounting policies adopted in the preparation of the consolidated financial statements are consistent with those applied in the preparation of the Corporation’s annual consolidated financial statements for the year ended December 31, 2024, except for the adoption of new standards, interpretations and amendments, effective from January 1, 2025, which refer to:
a) Lack of interchangeability (Amendments to IAS 21). The amendments provide guidance to specify when a currency is interchangeable and how to determine the exchange rate when it is not.
The application of these amendments had no impact on the Corporation’s consolidated financial statements but may affect the accounting for future transactions or arrangements.
F-35
4. New accounting pronouncements
The following new standards, modifications and interpretations had been issued by the lASB, but their application is not yet mandatory:
Ne RS application mm 7 Summary application
Not yet approved for use in the EU IFRS 18 includes requirements for all entities applying IFRS for the presentation and
– -Applicable for annual periods Presentation and disclosures in o beginning on or after January financial statements IFRS 18.
1, 2027. disclosure of information in the financial statements.
Subsidiaries without public Applicable for annual periods |FRS 19 specifies the disclosure requirements accountability: Disclosure beginning on or after January that a subsidiary may apply instead of the information IFRS 19. 1, 2027. disclosure requirements of other IFRS Accounting Standards.
Amendments to IFRS 9 and IFRS 7 relating to the Annual reporting periods Address issues identified during the post- classification and beginning on or after January implementation review of the classification measurement of financial 1, 2026. and measurement requirements of IFRS 9 PEU Financial Instruments.
Includes the following amendments: IFRS 1: Hedge accounting by a first-time adopter.
IFRS 7: Gain or loss on derecognition.
Annual Improvements to IFRS Annual reporting periods IFRS 7: Disclosure of the deferred difference Accounting Standards – Volume starting on or after 1 January between fair value and transaction price.
11. 2026. IFRS 7: Introduction and disclosures about credit risk.
IFRS 9: Derecognition of lessee’s lease liabilities.
IFRS 9: Transaction price.
IFRS 10: Determination of a “de facto agent”.
IAS 7: Cost method.
Amendments to IFRS9 and Annual reporting periods The amendments are intended to allow
IFRS 7 relating to energy beginning on or after entities to include in their financial
January 1, 2026. statement’s information that, in the |ASB’s opinion, more accurately represents contracts that refer to nature-dependent electricity.
purchase agreements.
Management is currently evaluating the impact of the adoption of these new regulations and modifications. It is not expected to have a significant impact on the consolidated financial statements, with the exception of the application of IFRS 18, which will change the presentation of the Corporation’s Consolidated Statements of Income.
F-36
1. Cash and cash equivalents
The detail of cash and cash equivalents as of September 30, 2025 and December 31, 2024, is as follows:
9-30-2025 Item ThUSS
Cash on hand 5,864 Bank balances 745,928 Time Deposits 453,803 Mutual funds – Money market 19,944
Total cash and cash equivalents
12-31-2024 ThUS$ 114 447,456 219,146 14,104
1,225,539 680,820
Interest on time deposits is recognized on an accrual basis using the contractual interest rate of each of these instruments.
The Corporation does not hold any significant amounts of cash and cash equivalents that have a restriction on use.
Cash and cash equivalents meet the low credit risk exemption under IFRS 9. The classification of time deposits meet the requirements of IAS 7.
2. Trade and other receivables
a) Trade and other receivables
The following table sets forth trade and other receivables balances, with their corresponding expected credit loss provision:
Current Item 9-30-2025 12-31-2024 ThUsS ThUSS
Trade receivables (1) 2,020,377 2,245,617 Expected Credit Loss provision (3) (1,428) (1,596) Subtotal trade receivables, net 2,018,949 2,244,021 Other accounts receivable (2) 476,858 885,367 Expected Credit Loss provision (3) (25,682) (24,658) Other other accounts receivable, net 451,176 860,709
Total 2,470,125
3,104,730
Non-current
9-30-2025 12-31-2024 ThUuss Thuss
78,450 79,708
78,450 79,708
78,450 79,708
(1) Trade receivables correspond to the sales of copper and its by-products, those that in general are sold in cash or bank credit notes.
(2) Other receivables mainly consist of the following items e Remaining tax credit susceptible to refund VAT and other taxes receivable, amounting to ThUS$228,633 and ThUSS632,368 as of September 30, 2025 and
December 31, 2024, respectively.
e Receivables owed by the Corporation’s personnel, for short-term and long-term current loans of ThUSS83,810 and ThUSS72,155 respectively (as of December 31,
F-37 2024 ThUS5115,884 and ThUS$76,932 respectively), both deducted monthly from their salaries. Mortgage loans granted to the Corporation’s personnel amounting to ThUS$23,082 , which are mainly long-term, are with mortgage guarantees (as of December 31, 2024 ThUS$22,644).
e Advances to suppliers and contractors, to be deducted from the respective payment statements for ThUSS116,928 and ThUSS85,767 as of September 30, 2025 and December 31, 2024, respectively.
e AsofSeptember 30, 2025, there are no accounts receivable for maquila services to ENAMI (as of December 31, 2024, these services amounted to ThUS$1,127).
Additionally, in order to complement the commercial commitments between Codelco and ENAMI, the Corporation purchases copper concentrate and by- products and sells cathodes to ENAMI. Both Codelco and ENAMI are companies owned by the State of Chile
(3) The Corporation recognizes an expected credit loss provision based on its expected credit loss model.
The reconciliation of changes in the expected credit loss provision, were as follows:
9-30-2025 12-31-2024 tem ThUss ThUsS Opening balance 26,254 28,617 Increases 856 849 Discharges applications – (3,212) Movement, subtotal 856 (2,363)
Closing balance 27,110 26,254
The balance of past due but not impaired balances is as follows:
9-30-2025 12-31-2024
Agelng ThUsS ThUsS Less than 90 days 2,282 3,024 90 days – 1 year 725 2,214 Over 1 year 1,127 946
Total unprovisioned past-due debt 4,134 6,184
b) Accruals for open sales invoices
The Corporation adjusts its revenues and trade receivable balances, based on future copper prices through the recognition of an accrual for open sales invoices.
When future price of copper is lower than the provisional invoicing price, the accrual is presented in the statement of financial position as follows:
– For those customers that have due balances with the Corporation, the accrual is presented as a deduction from the line item trade and other current receivables.
– Forthose customers that do not have due balances with the Corporation, the accrual is presented in the line item trade and other current payables.
F-38 When the future copper price is higher than the provisional invoicing price, the accrual is added to the line item trade and other current receivables.
In accordance with the above, as of September 30, 2025, a debit balance of ThUS5197,572. As of December 31, 2024, it was a credit balance of ThUS$139,383.
As of December 31, 2024, a balance of ThUSS9,379 from the provision for negative unfinalized invoices, associated with customers who do not maintain balances owed to Codelco, was reclassified to the item Trade payables in current liabilities. Added to the balance presented in the item Trade receivables and other accounts receivable, this results in a net negative provision of ThUSsS148,762.
3. Balances and transactions with related parties
a) Transactions with related persons
In accordance with Law on New Corporate Governance, the members of Codelco’s Board are, in terms of transactions with related persons, subject to the provisions of Title XVI of Law on Corporations, which sets the requirements regarding transactions with related parties in publicly traded companies and their subsidiaries).
Notwithstanding the foregoing, pursuant to the provisions of the final paragraph of Article 147 b) of Title XVI, which contains exceptions to the approval process for transactions with related parties, the Corporation has established a general policy over customary transactions (which was communicated through a significant event notice to the CMF), that defines customary transactions as those carried out with ¡ts related parties in the normal course of business, which contributes to the social interest and are necessary to the normal development of Codelcos activities.
Likewise, consistent with the referred to above standard, the Corporation has implemented as part of its internal regulatory framework, a specific policy dealing with business between related persons and companies with Codelco’s executives. Codelcos Corporate Policy No.18 (CCP No. 18), the latest version currently in force, was approved by the Chief Executive Officer and the Board of Directors.
Accordingly, Codelco without the authorization required in CCP No. 18 and of the Board of Directors, as required by Law or by the Corporation by-laws, shall not enter into any contracts or agreements involving one or more Directors, its Chief Executive Officer, the members of Division’s Managing Committees, Vice-presidents, General Auditor, Division Chief Executive Officers, Advisors of Senior Management, employees who must make recommendations andor have the authority to award tenders, assignments of purchases andor contracting goods and services, and employees in management positions (up to fourth hierarchical level in the organization), including their spouses, children and other relatives up to second degree of relation, with a direct interest, represented by third parties or on behalf of another person. Likewise, CCP No. 18 requires administrators of Corporation’s contracts to declare all related persons and disqualify himselfherself if any related persons are involved within the field of hisher job responsibilities.
F-39 This prohibition also includes the companies in which such administrators are involved through ownership or management, either directly or through representation of other natural persons or legal entities, as well as those individuals who also have ownership or management in those companies.
The Board of Directors has been informed and approved certain transactions as defined in CCP No. 18.
These operations include those shown in the following table, for the total amounts mentioned, which must be executed within the time periods specified in each contract:
Company
Albagli Zaliasnik SPA Anglo American Sur S.A.
Aplik S.A.
Aylwin y Compañía Ltda Axity Chile Spa
Besalco Maquinarias S.A.
Centro de Capacitación y Recreación Radomiro Tomic.
Centro de Especialidades Médicas San Lorenzo Ltda.
Cia Minera Doña Inés de Collahuasi Clinica San Lorenzo Ltda.
Codelco USA Inc.
Compañía Minera Teck Quebrada Blanca S.A.
Complejo Portuario Mejillones S.A.
Copec S.A.
Corporación Instituto de tecnología Cytec Chile Ltda.
DPIN Spa
Ecometales Limited agencia en Chile.
Enaex Servicios S.A.
Exploraciones Mineras Andinas S.A.
Finning Chile S.A.
Fourthane Engineering and services ltda.
Fundación de Salud El Teniente.
Fundación de desarrollo San Antonio Siglo XXI Fundacion Educacional de Chuquicamata.
Fundación Sewell
Hatch Ingenieros y Consultores Ltda.
Hidroestudios Spa
Ingeniería y Construcción Sigdo Koppers S.A.
Inversiones Gacrux SpA
Inversiones Mineras Nueva Acrux SpA Inversiones Mineras Becrux SpA ISalud Isapre de Codelco Ltda
Taxpayer ID No.
78.141.380-1
77.762.940-9
96.939.370-0
76.400.239-3
76.138.168-7
79.633.220-4
75.985.550-7
76.124,156-7
89.468.900-5
88.497.100-4 Foreign
96.567.040-8
96.819.040-7
99.520.000-7
71.787.200–2
96.686.630-6
77.666.758-7
59.087.530-9
76.041.871-4
99.569.520-0
91.489.000-4
76.526.130-9
70.905.700-6
65.062.783-0
72.747.300-9
65.493.830-K
78.784.480-4
77.005.524-5
91.915.000-9
76.173.357-5
76.231.838-5
76.173.783-K
76.334.370-7
F-40
Country
Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile USA
Chile
Chile Chile Chile Chile Chile
Chile
Chile Chile
Chile
Chile Chile Chile Chile Chile Chile Chile
Chile
Chile Chile Chile Chile
Nature of relationship
Family of Director Associate Employee relative Family of Director Employee relative Family of Director Other related Affiliate Family of Director Affiliate Affiliate Other holdings in companies Affiliate Family of Director Other related Employee relative Employee relative
Affiliate
Family of Director Affiliate
Employee relative
Employee relative Affiliate Founder Founder Founder
Employee relative
Employee relative
Family of Director
Affiliate Affiliate Affiliate Affiliate
Transaction description
Services Supplies Services Services Services Services Services Services Supplies Services Services Purchase and sales of products Services Supplies Services Services Services Services and Supplies Supplies Services Services and Supplies Services Services Services Services Services Services Services Services and Supplies Services Services Services Services
1-1-2025
9-30-2025 Amount ThUs$
219
59 19,724 52,538
3,305 3,363
4,712 1,338
24,987
1,830 4,600
5,570 181 1,718
1,016 64,754
64
272
54 33,062
1-1-2024 7-1-2025
9-30-2024 9-30-2025 Amount Amount
ThUS$ ThUS$
1,200 –
297 –
– 1,273
20,645 –
290 –
84 –
– 24,987
25,352 –
58 –
2,006 –
326 –
655,736 –
227 –
– 4,656
54,509 –
12 –
959 –
187 –
29,314 –
– 64
– 272
– 54
154,816 –
7-1-2024
9-30-2024 Amount ThUs$
114,500
1,699 (Continuation)
1-1-2025 1-1-2024 7-1-2025 7-1-2024 Taxpayer ID . . Transaction 9-30-2025 9-30-2024 9-30-2025 9-30-2024 Company Country Nature of relationship o No. description Amount Amount Amount Amount ThUS$ ThUss ThUS$ ThUss Janssen S.A. 81.198.100-1 Chile Family of Director Supplies 4 4 – 1 Kairos Mining S.A. 76.781.030-K Chile Associate Services 6,941 25,340 – Magotteaux Chile S.A. 78.307.010-3 Chile Family of Director Supplies 6,040 296,058 Maquinarias e Inversiones Freemaq Spa 76.045.774-4 Chile Employee relative Services 535 – Minera los Pelambres 96.790.240-3 Chile Employee relative Supplies – 76 Newrest Catering Chile Spa 96.651.910-K Chile Family of Director Services 39,820 – – NTT Data Chile S.A. 96.886.110-7 Chile Family of Director Services – 5,559 745 Planta Recuperadora de Metales Spa 76.255.054-7 Chile Associate By-product sales 121 – Puerto Ventanas S.A. 96.602.640-5 Chile Family of Director Services 2,118 – Resiter S.A. 89.696.400-3 Chile Employee relative Services 11,288 11,288 S y S Ingenieros Consultores Ltda. 84.146.100-2 Chile Employee relative Services 7 107 7 – Soc. S y S Ingenieria Ltda. 79.592.060-9 Chile Employee relative Services 103 322 103 228 Sociedad Contractual Minera El Abra. 96.701.340-4 Chile Associate By-product sales 20,500 – – – Sociedad de Procesamiento de Molibdeno Ltda. 76.148.338-2 Chile Affiliate Purchase and 245,876 205,907 sales of products Tecno Fast S.A. 76.320.186-4 Chile Employee relative Services 64,725 35,711 Tecnologias Cobra Ltda. 96.856.610-5 Chile Employee relative Services 891 – 891 – Veolia Soluciones Ambientales Chile S.A. 77.441.870-9 Chile Employee relative Supplies – 846 – – Worley Ingenieria y Construcción Chile SPA 96.588.850-0 Chile Employee relative Services 22,087 17 – 17 Key Management of the Corporation In accordance with the policy established by the Board of Directors and its related regulations, the transactions with the Directors, the Chief Executive Officer, Vice Presidents, Corporate Auditor, the members of the Divisional Management Committees and Divisional General Managers shall be approved by the Board of Directors.
During the nine and three-month periods ended September 30, 2025 and 2024, the members of the Board of Directors have received the following amounts as per diems, salaries and fees:
1-1-2025 1-1-2024 7-1-2025 7-1-2024 Taxpayer ID . . Transaction 9-30-2025 9-30-2024 39-30-2025 9-30-2024 Name Country Nature of relationship a No. description Amount Amount Amount Amount Thuss Thuss ThUSs$ ThUSs$ Pedro Errázuriz Domínguez 7.051.188-6 Chile Director Directors fee 29 56 – 19 Máximo Pacheco Matte 6.371.887-4 Chile Chairman of the Board of directors Directors fee 83 85 27 29 Josefina Montenegro Araneda 10.780.138-3 Chile Director Directors fee 55 56 18 19 Alejandra Wood Huidobro 7.204.368-5 Chile Director Directors fee 55 56 18 19 Nelson Cáceres Hernández 14.379.277-3 Chile Director Directors fee 55 56 18 19 Nelson Cáceres Hernández 14.379.277-3 Chile Director Payroll 69 91 20 22 Isabel Marshall Lagarrigue 5.664.265-K Chile Director Directors fee 35 71 – 25 Eduardo Bitran Colodro 7.950.535-8 Chile Director Directors fee 55 56 18 19 Ricardo Álvarez Fuentes 6.689.778-8 Chile Director Directors fee 55 56 18 19 Ricardo Calderón Galaz 10.659.892-4 Chile Director Directors fee 35 – 18 Alfredo Moreno Charme 6.992.929-K Chile Director Directors fee 26 – 18 Tamara Agnic Martínez 7.849.807-2 Chile Director Directors fee 38 – 22
By Decree Law (DL) No. 70, promulgated on February 5, 2024, established the compensation for the Corporation’s Directors. The compensation to Board of Director members is as follows:
a. The Directors of Codelco will receive a fixed monthly compensation of Ch54,413,071 (four million four hundred thirteen thousand seventy-one Chilean pesos) for meeting attendance. The payment of the monthly compensation requires at least one meeting attendance each month.
F-41
b. The Chairman of the Board will receive a fixed monthly compensation of Chs$8,826,140 (eight million eight hundred and twenty-six thousand one hundred and forty Chilean pesos).
c. Each member of the Directors Committee, whether the one referred to in Article 50 bis) of Law No. 18046 or another established by the Corporation by-laws, will receive a fixed additional monthly compensation of Ch$1,471,022 (one million four hundred and seventy-one thousand and twenty-two Chilean pesos) for meeting attendance, regardless of the number of committees of which they are members. In addition, the Chairman of the Directors Committee will receive a fixed monthly compensation of Ch$2,942,047 (two million nine hundred and forty-two thousand- and forty-seven-pesos Chilean pesos).
d. The compensation established in the legal text is effective for a period of two years, as from June 1, 2024, and will not be adjusted during said period.
The salaries and benefits granted to the Corporation’s executives are exclusively governed by the Codelco Executive Salaries and Benefits Manual.
On the other hand, the short-term benefits to key management of the Corporation, paid during the nine-month periods ended September 30, 2025 and 2024, amount to ThUSS10,700 and ThUSS8,694 respectively.
During the nine-month periods ended September 30, 2025 and 2024, severance payments and other payments associated with the retirement of Codelco’s senior executives were ThUS$1,284 and ThUSS1,302, respectively.
There were no payments for other non-current benefits during the nine-month ended September 30, 2025 and 2024, other than those mentioned in the preceding paragraph.
There are no share-based payment plans.
Transactions with companies in which Codelco has ownership interest
The Corporation undertakes commercial and financial transactions that are necessary for its activities with its subsidiaries, associates and joint ventures (related parties).
The financial transactions correspond mainly to loans granted (mercantile current accounts.
Commercial transactions with related companies mainly consist of purchasessales of products or rendering of services carried out under market conditions and prices, which do not bear any interest or indexation.
The Corporation does not make expected credit loss provision accounts on the main items receivable from its related companies since these have been subscribed with the relevant safeguards in the respective debt agreements.
F-42
d)
The detail of accounts receivable and payable between the Corporation and parties as of September 30, 2025 and December 31, 2024 ¡s as follows:
Accounts receivable from related entities: its related
Current Non-current Taxpayer ID Country Nature of Currency of Name o. . . . 9-30-2025 12-31-2024 9-30-2025 12-31-2024 No. of origin relationship readjustment ThUsSS ThUs$ ThUs$ ThUs$
77.762.940-9 Anglo American Sur S.A. Chile Associate USS 2,937 29,067 – –
76.063.022-5 Inca de Oro S.A. Chile Associate US$ 230 9 – –
76.255.054-7 Planta Recuperadora de Metales SpA Chile Associate US$ 2,448 18 – –
96.701.340-4 Sociedad Contractual Minera El Abra Chile Associate USS 2,182 1,286 – –
96.801.450-1 Nuevo Cobre S.A. Chile Associate US$ 4 4 224 224
76.781.030-K Kairos Mining S.A. Chile Associate CLP 1 – – – Totales 7,802 30,384 224 224 Accounts payable to related entities: Non- Taxpayer ID Country Nature of Currency of Current on-current Name o. . . . 9-30-2025 12-31-2024 9-30-2025 12-31-2024 No. of origin relationship readjustment ThUsSS ThUs$ ThUs$ ThUs$
77.762.940-9 Anglo American Sur S.A. Chile Associate USS 166,374 108,901 – –
96.701.340-4 Sociedad Contractual Minera El Abra Chile Associate US$ 34,426 34,797 – –
76.255.054-7 Planta Recuperadora de Metales SpA Chile Associate US$ 2,531 2,133 – –
76.781.030-K Kairos Mining S.A. Chile Associate CLP 981 1,947 – – Totales 204,312 147,778 – –
The following table sets forth the transactions carried out between the Corporation and its related entities during the nine and three-month periods ended September 30, 2025 and 2024 are detailed below:
1-1-2025 1-1-2024 7-1-2025
9-30-2025 9-30-2024 9-30-2025 . Effect on Effect on Effect on Taxpayer ID Transaction . . .
No Company description Country Currency Amount income Amount income Amount income : P (charge)credit (charge)credit (charge)credit Thuss ThUs$ Thuss Thuss Thuss Thuss
96.801.450-1 Nuevo Cobre S.A. Service Sales Chile CLP 1 1 1 1 –
77.762.940-9 Anglo American Sur S.A. Product sales Chile US$ (1,301) (1,301) 85,023 85,023
77.762.940-9 Anglo American Sur S.A. Other sales Chile CLP 899 899 – –
77.762.940-9 Anglo American Sur S.A. Purchasing Products Chile US$ 520,382 (520,382) 467,247 (467,247) 192,108 (192,108)
76.063.022-5 Inca de Oro S.A. Royalty Chile US$ 3,000 3,000
76.063.022-5. Inca de Oro S.A. Payments on behalf ¡y CLP 231 90 3 of the company
77.781.030-K Kairos Mining Services Chile CLP 9,744 (9,744) 7,387 (7,387) 4,602 (4,602)
77.781.030-K Kairos Mining Service Sales Chile CLP 1 1 1 1 – –
76.255.054-7 Planta Recuperadora de Metales SpA Dividends receivable Chile US$ 3,308 3,308 3,308 3,308
76.255.054-7 Planta Recuperadora de Metales SpA Services Chile US$ 12,123 (12,123) 26,368 (26,368) 6,712 (6,712)
76.255.054-7 Planta Recuperadora de Metales SpA Other sales Chile CLP 1,395 1,395 – – – –
76.255.054-7 Planta Recuperadora de Metales SpA Product sales Chile CLP 84 84 70 70 11 11
96.701.340-4 Soc. Contractual Minera El Abra Purchasing Products Chile US$ 311,267 (311,267) 378,340 (378,340) 68,699 (68,699)
96.701.340-4 Soc. Contractual Minera El Abra Product sales Chile US$ 13,205 13,205 17,817 17,817 10,613 10,613
96.701.340-4 Soc. Contractual Minera El Abra Other sales Chile US$ 1,120 1,120 1,120 1,120 747 747
96.701.340-4 Soc. Contractual Minera El Abra Commissions Chile US$ 63 63 88 88 31 31 received
96.701.340-4 Soc. Contractual Minera El Abra Other purchases Chile CLP 50 (50) 920 (920)
76.028.880-2 Sociedad Contractual Minera Puren Dividends receivable Chile US$ 3,317 3,317
Additional information
7-1-2024
9-30-2024 Effect on Amount income (charge)credit ThUS$ ThUS$ 30,135 30,135
115,899 (115,899) 3,000 3,000
(1)
3,022 (3,022)
7,782 (7,782) 24 24
112,970 (112,970) 5,420 5,420 749 749 58 58
327 (327)
The purchasesales of products transactions with Anglo American Sur S.A., are regular business activity transactions to buysell copper and other products. On the other hand, there are certain transactions related to the contract entered into with the subsidiary Inversiones Mineras Nueva Acrux SpA (whose non-controlling shareholder is Mitsui) and Anglo American Sur S.A., under which the latter agreed to sell a portion of its annual copper output to said subsidiary.
F-43
4.
Inventories
Inventories as of September 30, 2025 and December 31, 2024 are detailed as follows:
Current Non-current Item 9-30-2025 12-31-2024 39-30-2025 12-31-2024 ThUsS ThUsS ThUSS ThUSS
Finished products 406,228 276,474 – – Subtotal finished products, net 406,228 276,474 – – Products in process 1,448,866 1,378,734 572,495 536,157 Subtotal products in process, net 1,448,866 1,378,734 572,495 536,157 Materials in warehouse and others 988,780 954,664 – – Adjustment for obsolescence provision (193,705) (175,195) – – Subtotal materials in warehouse and other, net 795,075 779,469 – – Total inventories 2,650,169 2,434,677 572,495
Inventories recognized in cost of sales during the nine-month periods ended September 30, 2025 and 2024, correspond to finished products and amount to ThUS$9,792,218 and ThUSS9,217,249, respectively, which do not consider the cost of processing services of ThUSS5,537 and ThUSS14,186, respectively.
During the nine-month periods ended September 30, 2025, USS45,416 was reclassified from the inventory item for strategic inventories to the property, plant and equipment item. (ThUss91,280 as of December 31, 2024).
The reconciliation of changes in the allowance for obsolescence is detailed below: os 9-30-2025 12-31-2024 Movement obsolescence provisión
ThUSS ThUSS Opening balance (175,195) (178,191) (Increase) decrease in provision (18,510) 2,996 Closing balance (193,705) (175,195)
During the nine-month periods ended September 30, 2025 and 2024, inventory adjustments of ThUS$S10,606 and ThUSS$6,852 respectively.
As of September 30, 2025, the net realizable value provision for copper was ThUS$9,402 with a positive effect on results due to the decrease of the provision amounting to ThUS517,201 (positive result of ThUS$S14,778 in 2024). As of December 31, 2024, the balance of the net realizable value provision was ThUS$26,603.
During the nine-month periods ended September 30, 2025 and 2024, there are no unrealized gains or losses recognized for purchase and sale transactions of inventories with related parties.
As of September 30, 2025 and December 31, 2024, there are no inventories pledged as security for liabilities.
F-44
5. Income taxes and deferred taxes
a)
Deferred tax assets and liabilities Deferred taxes are presented in the Statement of Financial Position as follows:
9-30-2025 12-31-2024 Deferred taxes
ThUss ThUSS Non-current assets 113,023 102,936 Non-current liabilities 8,972,383 8,716,220
Total deferred taxes, net 8,859,360 8,613,284
The following table shows the deferred tax opening, net, classified as assets or liabilities according to the nature of the temporary differences:
9-30-2025 12-31-2024 Deferred tax assets
ThUsS ThUsSS Provisions 1,528,654 1,693,400 Tax loss 621,968 662,989 Contracts for the right to use assets 21,850 126 Other 7,743 7,245
Total deferred tax assets 2,180,215 2,363,760
Deferred tax liabilities 9-30-2025 12-31-2024
ThUsS ThUSS
Accelerated depreciation 8,432,140 8,457,491 Change in property, plant and equipment 1,696,388 1,603,666 Tax on mining activity 689,601 646,735 Fair value of acquired mineral claims 168,988 168,988 Deferred income taxes of subsidiaries 29,653 26,585 Fina ncial assets measured at fair value through other comprehensive (11,050) 38,443 income
Valuation of severance indemnities 33,855 33,593 Others – 1,543
Total deferred tax liabilities 11,039,575 10,977,044
b) The effect of deferred taxes recognized in comprehensive income is detailed as follows:
c)
-30- -30-2024 Deferred taxes that affected comprehensive income A
ThUSS ThUsSS Defined benefit plans (1,901) (685) Cash flow hedge 36,537 11,234 Financial assets measured at fair value 49,483 –
Total deferred taxes that affected comprehensive income 84,119 10,549
Composition of income tax (expense)
1-1-2025 1-1-2024 7-1-2025 7-1-2024
Composition 9-30-2025 39-30-2024 9-30-2025 9-30-2024 ThUSS ThUSS ThUSS ThUSS Deferred tax effect (330,195) (315,690) (89,966) 12,492 Current tax expense (111,533) (69,724) (39,478) (26,964) Adjustments to previous periods (8,124) 588 (8,564) 7 Other – (6) – (2) Total income tax (expense) (449,852) (384,832) (138,008) (14,467)
F-45
d) The following table sets forth the reconciliation of the effective tax rate:
9-30-2025 Items Taxable base Tax Rate
25% 40% 8.00% 25% Adic. 40% 8.00% Total ThUSS ThUSS$ ThUSS$ ThUSs$ ThUS$ ThUSS$ ThUSS$ Tax effect on income before income taxes 585,084 585,084 585,084 (146,271) (234,034) (46,807) (427,112) Tax effect on income before income tax subsidiaries 21,844 21,844 21,844 (5,461) (8,738) (1,748) (15,947) Tax effect on consolidated income before income tax 606,928 606,928 606,928 (151,732) (242,772) (48,555) (443,059) Permanent differences – – – – – – – Corporate income tax (25%) (164,455) – 41,114 – – 41,114 Specific tax on state-owned companies art. 2* D.L. 2.398 (40%) – (131,402) – 52,561 – 52,561 Mining margin royalty art.3 Law No. 21591 – – 1,255,864 – – (100,468) (100,468) TOTAL INCOME TAX
9-30-2024 Items Taxable base Tax Rate
25% 40% 8.00% 25% Adic. 40% 8.00% Total Thuss Thuss ThUsS Thuss Thuss ThUsS Thuss Tax effect on income before income taxes 585,108 585,108 585,108 (146,277) (234,043) (46,809) (427,129) Tax effect on income before income tax subsidiaries 27,136 27,136 27,136 (6,784) (10,854) (2,171) (19,809) Tax effect on consolidated income before income tax 612,244 612,244 612,244 (153,061) (244,897) (48,980) (446,938) Permanent differences – – – – – – – Corporate income tax (25%) (206,103) – – 51,526 – – 51,526 Specific tax on state-owned companies art. 2 D.L. 2.398 (40%) – (192,830) – 77,132 – 77,132 Mining margin royalty art.3 Law No. 21591 – – 831,899 (66,552) (66,552)
TOTAL INCOME TAX (101,535) (167,765) (115,532) [ELLA:EY)]
For the calculation of deferred tax, the Corporation has applied the following taxes rates:
a. Income Tax, the Corporation has applied a rate of 25% to calculate deferred income tax and first category income tax. As a state company, the Corporation is classified as those companies of article 14 letter G of the Income Tax Law, incorporated in the Tax Reform Law No. 21210 of February 24, 2020, maintaining the General Regime of Taxation.
Meanwhile, the national subsidiaries and associates, by default, have applied the Partially Integrated taxation system with a rate of 27% for both years. Foreign subsidiaries and associates have applied the tax rates in force in their respective countries.
b. Additional rate of 40%. Article 2 of Decree Law 2398 establishes an additional 40% income tax rate on the Corporation’s taxable income plus the share of retained earnings of companies not organized as corporations or joint stock companies and the dividends actually received from the latter.
c. Mining Taxes On August 10, 2023, Law No. 21591 on Mining Royalty was published in the Official Gazette, effective as of January 1, 2024. The law establishes that the mining royalty tax is comprised of two components: The ad valorem component and the mining margin component. The ad valorem component corresponds to 1% of copper sales and applies to miners whose copper sales represent more than 50% of total sales. The mining margin component applies a rate of between 8% and 26% on mining operating margins in the range of 20% to 80%.
Codelco has recognized in its third quarter financial statements the following effects for each component of the Mining Royalty:
F-46
– – Mining Margin Component: During the nine-month period ended September 30, 2025, an expense of ThUS$149,023, was determined, which is presented in income tax expense in the income statement, of which ThUS$42,659 corresponds to the effect of deferred taxes.
– AdValorem Component: For the nine-month period ending September 30, 2025, an expense of ThUSS90,856, was determined, which is presented in other expenses by function in the income statement (see note 24, letter b).
6. Current tax assets and liabilities
The current tax balance is presented net of monthly provisional payments as an asset or liability in Current Taxes determined as indicated in section Il. Main accounting policies, 2.k):
9-30-2025 12-31-2024 ThUSS ThUsSS Recoverable taxes 2,331 1,814
Total current tax assets
Current tax assets
9-30-2025 12-31-2024 ThUSS ThUsSS PPM payable 21,823 14,347 Tax provision 7,225 7,552
Total current tax liabilities 29,048 21,899
9-30-2025 12-31-2024 ThUSS$ ThUss$
Non-current tax assets (1) 765,158 788,357
Total non-current tax assets 765,158 788,357
Current tax liabilities
Non-current tax assets
(1) Non-current tax assets correspond to tax credit balances that the entity expects to recover in future fiscal periods. These assets include tax credits, prepaid taxes, and other recoverable balances from the tax authority, whose realization is not expected to occur in the short term.
F-47
7. Property, plant and equipment
a) The items of property, plant and equipment as of September 30, 2025 and December 31, 2024, are as follows:
Property, plant and equipment, gross: A E ThUSS ThUSS
Works in progress 11,845,094 9,963,413 Land 224,257 236,006 Buildings 7,263,025 7,272,305 Plant and equipment 23,058,043 22,805,264 Fixtures and fittings 54,562 52,854 Motor vehicles 2,295,129 2,234,449 Lands improvement 9,408,530 9,261,049 Mining operations 13,122,860 12,021,286 Mine development 7,730,994 7,303,348 Other assets 720,346 719,947
Total property, plant and equipment, gross
75,722,840 71,869,921
Property, plant and equipment, accumulated depreciation AN ThUsS ThUsS
Land 25,482 24,345 Buildings 4,147,597 4,042,936 Plant and equipment 14,211,191 13,707,741 Fixtures and fittings 49,032 47,441 Motor vehicles 1,930,782 1,862,046 Improvements to land 5,126,685 4,901,294 Mining operations 8,423,267 7,938,008 Mine development 1,482,786 1,435,852 Other assets 424,086 364,319
Total property, plant and equipment, accumulated depreciation HELF:9 LEN ARELES Ey
Property, plant and equipment, net E ThUSS ThUsS
Works in progress 11,845,094 9,963,413 Land 198,775 211,661 Buildings 3,115,428 3,229,369 Plant and equipment 8,846,852 9,097,523 Fixtures and fittings 5,530 5,413 Motor vehicles 364,347 372,403 Improvements to land 4,281,845 4,359,755 Mining operations 4,699,593 4,083,278 Mine development 6,248,208 5,867,496 Other assets 296,260 355,628
Total property, plant and equipment, net
F-48
39,901,932 37,545,939
b) Movements in property, plant and equipment
Movements (in thousands of US$)
Reconciliation of changes in property, plant and equipment Property, plant and equipment at beginning of period Opening balance 1-1-2025
Changes in property, plant and equipment Increases other than those resulting from business combinations, property, plant and equipment Depreciation, property, plant and equipment Increases (decreases) due to transfers from construction in progress, property, plant and equipment
Increases (decreases) due to other changes, property, plant and equipment
Retirements, property, plant and equipment Increase (decrease) in property, plant and equipment
Property, plant and equipment at end of period Closing balance 9-30-2025
Movements (in thousands of US$)
Reconciliation of changes in property, plant and equipment Property, plant and equipment at beginning of period Opening balance 1-1-2024
Changes in property, plant and equipment Increases other than those resulting from business combinations, property, plant and equipment Depreciation, property, plant and equipment Increases (decreases) due to transfers from construction in progress, property, plant and equipment
Increases (decreases) due to other changes, property, plant and equipment
Retirements, property, plant and equipment Increase (decrease) in property, plant and equipment
Property, plant and equipment at end of period Closing balance 12-31-2024
Works in progress THUSS
9,963,413
3,558,980
(1,008,283)
(659,067)
(9,949) 1,881,681
11,845,094
Works in progress THUSS
7,851,913
4,510,533
(2,197,242)
(219,039)
17,248 2,111,500
9,963,413
Land THUS$
211,661
(1,135)
(11,751)
(12,886) 198,775
Land
THUS$
234,415
981
(1,747)
6,541
(28,529)
(22,754) 211,661
F-49
Buildings THUS$
3,229,369
(121,260)
22,550
(14,091)
(1,140)
(113,941)
3,115,428
Buildings THUS$
3,154,671
(183,430)
351,208
(90,345)
(2,735) 74,698
3,229,369
Plant and equipment THUSS
9,097,523
33,948
(540,305)
225,840
35,261
(5,415)
(250,671) 8,846,852
Plant and equipment
THUSS$
8,882,068
633
(776,630)
1,147,599
(100,566)
(55,581) 215,455
9,097,523
Fixed installations
8: accessories
THUSS$
5,413
(1,620)
2,222
(494)
117
Fixed installations 8: accessories
THUSS$
5,265
34
(925)
949
90
148 5,413
Motor vehicles THUS$
372,403
(77,848)
70,448
(377)
(279)
(8,056)
364,347
Motor vehicles THUS$
449,217
(115,855)
47,336
1,959
(10,254)
(76,814)
372,403
Land improvement
THUS$
4,359,755
(231,432)
160,747
(6,402)
(823)
(77,910)
4,281,845
Land improvement
THUS$
4,745,703
(315,813)
117,945
(181,216)
(6,864)
(385,948)
4,359,755
Mining operations THUS$
4,083,278
517,365
(494,200)
501,063
139,055
(46,968) 616,315
4,699,593
Mining operations THUS$
3,568,913
573,326
(630,284)
512,352
110,948
(51,977)
514,365 4,083,278
Mine development
THUS$
5,867,496
5,822
(37,993)
25,111
387,172
380,712 6,248,208
Mine development
THUS$
5,380,202
(61,808)
10,218
538,884
487,294 5,867,496
Other assets THUS$
355,628
17
(59,707)
302
20
(59,368) 296,260
Other assets
THUS$
90,204
235,506
(10,997)
3,094
37,821
265,424 355,628
Total THUSS$
37,545,939
4,116,141
(1,565,500)
(130,074)
(64,574) 2,355,993
39,901,932
Total THUSS$
34,362,571
5,321,013
(2,097,489)
70,007
(110,163) 3,183,368
37,545,939
c)
d)
f)
g)
h)
The balance of construction in progress is directly associated with the operating activities of the Corporation and relates to the acquisition of equipment for projects in construction and associated costs for their completion.
The Corporation has signed insurance policies to cover the possible risks to which the various property, plant and equipment items are subject, as well as the possible claims that may arise for the period of its activities. Such policies sufficiently cover the risks to which they are subject in Management’s opinion.
Capitalized interest costs for the nine-month periods ended September 30, 2025 and 2024, amounted to ThUSS328,462 and ThUSS241,425, respectively. The annual capitalization rate was 5.08% and 4.95% at September 30, 2025 and 2024, respectively.
Expenses on exploration and drilling of deposits recognized in profit or loss and the cash outflows disbursed for the same concepts are presented in the following table:
1-1-2025 1-1-2024 Expenditure on exploration and drilling resorvoirs 9-30-2025 9-30-2024
ThUSS ThUSS Net income for the period 92,916 54,976 Cash outflows disbursed 73,781 55,394
The detail of “Other assets under “Property, plant and equipment” is as follows:
9-30-2025 12-31-2024 Other assets, net
ThUsSs ThUSS White Project Assets (1) 234,814 234,814 Maintenances and other major repairs 52,578 106,621 Other Assets – Calama Plan 7 4,805 Other 8,861 9,388 Other assets, net 355,628
(1) Corresponds to the assets acquired in the purchase of the company Lithium Power International Limited in 2024. The value assigned to such assets was determined based on the consideration paid in the purchase transaction, plus transaction costs.
As of September 30, 2025 and December 31, 2024, the costs of acquired exploration and mining exploitation licenses that are part of a project in a pre-feasibility stage are presented under the category of Intangible Assets.
The Corporation currently has no ownership restrictions relating to assets belonging to Property, plant and equipment, except for leased assets whose legal title corresponds to the lessor.
Codelco has not pledged property, plant and equipment as collateral for debt obligations.
F-50 Leases
8.1 Right-of-use assets
As of September 30, 2025 and December 31, 2024, the breakdown of the right of use asset category is:
9-30-2025 12-31-2024
Detail ThUSS ThUSS Right-of-use assets, gross 1,167,463 954,168 Right-of-use assets, accumulated depreciation 723,994 575,719
Total right-of-use assets, net 443,469 378,449
Movements during the nine-month ended September 30, 2025 and year ended December 31, 2024 are as follows:
-30- 12-31-2024 Reconciliation of changes in Right-of-use Assets 39-30-2025 31-20
ThUSS ThUuss Opening balance 378,449 390,756 Increases 215,333 158,078 Depreciation (148,058) (169,051) Increase (decrease) due to other changes (1,781) (1,333) Retirements, right-of-use assets (474) (1) Total movements 65,020 (12,307)
Closing balance 443,469 378,449
The composition by asset class is as follows:
-30-202 12-31-2024 Right-of-use assets, net, by asset class 39-30-2025 31-20
ThUSS ThUSS Buildings 4,272 4,714 Land 192 253 Plant and equipment 185,333 153,979 Fixtures and fittings 6,322 8,031 Motor vehicles 210,631 184,730 Right-of-use assets 36,719 26,742
Total 443,469 378,449
8.2 Liabilities for current and non-current leases
As of September 30, 2025 and December 31, 2024, the payment commitments for leasing operations are summarized in the following table:
F-51 Lease Current and Non-current up to 90 days more than 90 days up to 1 year more than 1 year up to 2 years over 2 years up to 3 years over 3 years up to 4 years over 4 years up to 5 years more than 5 years
Total
Gross
ThUss 63,996 139,556 114,341 54,923 34,834 21,203 76,321 505,174
9-30-2025
Interest ThUsS
(5,665)
(13,069)
(10,336)
(5,776)
(3,388)
(2,506)
(13,603) [ELETEY
Net ThUsS
58,331 126,487 104,005 49,147 31,446 18,697 62,718 450,831
Gross
ThUsS 50,766 105,961 97,214 48,982 30,791 19,569 63,317 416,600
12-31-2024
Interest ThUSS
(4,896)
(11,893)
(10,104)
(5,904)
(3,650)
(2,564)
(6,213)
(45,224)
Net ThUSS
3
Leasing operations are generated by service contracts, mainly for motor vehicles, plants and equipment and facilities.
The expense related to short-term leases, low-value assets and variable leases not included in the measurement of lease liabilities, during the nine-month ended September 30, 2025 and 2024, is presented in the following table:
Lease expense
Short-term leases Low value assets
Variable leases not included in the measurement of lease liabilities
9. Intangible Assets other than goodwill
1-1-2025
9-30-2025
ThUus$
14,046 5,505
710,933
1-1-2024
9-30-2024 ThUs$
13,188 5,643
699,313
730,484 718,144
a) The composition of intangible assets other than goodwill is presented below:
b)
Composition of intangible assets
Intangible assets with defined useful life, net Intangible assets with indefinite useful life
Total
Statement of Balances:
Intangible Assets
Trademarks, patents, and licenses Water rights
Software programs
Mining properties
Other intangible assets
Total
F-52
Gross
MUSS$ 28 16,599 3,141 260,432 27,173 EJE
9-30-2025 12-31-2024 ThUss$ ThUs$
38,319 38,889
260,460 260,460
298,779 299,349
9-30-2025
Accumulated Amortization
MUSS$
(6,550)
(2,644)
(9,194)
Net
MUSS$
28 10,049 497
260,432
27,773
298,779
Gross
MUSS$ 28 16,599 3,088 260,432 28,224 308,371
12-31-2024
Accumulated Amortization
MUSS$
(6,550)
(2,472)
(9,022)
45,870 94,068 87,110 43,078 27,141 17,005 57,104 71,376
Net
MUSS$
10,
260, 28,
28 049 616 432 224
299,349
c) Statement of Movements:
Trademarks, o Other . Software Mining .
Movements Patents, and Water Rights : Intangible Total . Programs Properties Licenses Assets Reconciliation of Changes in Intangible Assets Other Than Goodwill Intangible Assets Other Than Goodwill. Opening Balance (1-1-2025) 28 10,049 616 260,432 28,224 299,349 Changes in Intangible Assets Other Than Goodwill Amortization, Intangible Assets Other Than Goodwill – – (121) – (121) Increases (decreases) for other changes – 2 – (451) (449) Increase (Decrease) in Intangible Assets Other Than Goodwill – – (119) – (451) (570) Intangible Assets Other Than Goodwill. Ending Balance 9-30-2025 28 10,049 497 260,432 27,773 298,779 Trademarks, o Other . Software Mining .
Movements Patents, and Water Rights : Intangible Total . Programs Properties Licenses Assets Reconciliation of Changes in Intangible Assets Other Than Goodwill Intangible Assets Other Than Goodwill. Opening Balance (1-1-2024) 28 10,049 748 260,432 28,835 300,092 Changes in Intangible Assets Other Than Goodwill Amortization, Intangible Assets Other Than Goodwill – – (180) – (1) (181) Increases (decreases) for other changes – 48 – (610) (562) Increase (Decrease) in Intangible Assets Other Than Goodwill – – (132) (611) (743) Intangible Assets Other Than Goodwill. Ending Balance 12-31-2024 28 10,049 616 260,432 28,224 299,349
d) Additional Information: As of September 30, 2025 and 2024, the Corporation holds intangible assets amounting to ThUS$260,000, corresponding to mining properties that became part of Codelco’s assets in 2012 as part of the acquisition of shares in Anglo American Sur S.A. (see letter j of section Il on Main Accounting Policies).
10. Investments accounted for using the equity method The value of the investment and the accrued results of investments accounted for using the equity method are presented below: Share of Investment value Accrued Result Accrued Result Associates Taxpayer ID Currency 9-30-2025 12-31-2024 9-30-2025 12-31-2024 1-1-2025 1-1-2024 7-1-2025 7-1-2024 No. Functional 9-30-2025 93-30-2024 9-30-2025 9-30-2024 % % ThUs$ ThUs$ ThUs$ ThUs$ ThUs$ ThUs$ Nuevo Cobre S.A. 96.801.450-1 US$ 42.26% 42.26% – 4 (4,988) (193) (1,717) (53) Anglo American Sur S.A. 77.762.940-9 US$ 29.50% 29.50% 2,193,853 2,157,262 32,155 41,595 16,890 (8,225) Inca de Oro S.A. 73.063.022-5 US$ 30.60% 33.85% 11,708 11,983 (275) (124) (139) 13 Kairos Mining S.A. 76.781.030-K USS 40.00% 40.00% 262 215 48 27 87 27 Minera Purén SCM 76.028.880-2 US$ 35.00% 35.00% 19,271 7,453 15,133 2,396 5,191 997 Planta Recuperadora de Metales SpA 76.255.054-7 USS 34.00% 34.00% 21,693 21,728 3,229 2,528 1,256 724 Sociedad Contractual Minera El Abra 96.701.340-4 USS 49.00% 49.00% 774,949 735,505 39,444 38,200 8,649 8,956 TOTAL 3,021,736 2,934,150 84,746 84,429 30,217 2,439
a) Associates Nuevo Cobre S.A.
On November 8, 2023 the strategic association between Codelco and Nuevo Cobre S.A.
(Former Agua de la Falda S.A.) was formalized, where the company changes its corporate name.
F-53 As of September 30, 2025, Codelco holds a 42.26% ownership interest in Nuevo Cobre
S.A, with the remaining 57.74% owned by Minera Rio Tinto.
The corporate purpose of this company is to exploit deposits of copper and other minerals, in the Atacama region of Chile.
Sociedad Contractual Minera El Abra
Sociedad Contractual Minera El Abra was incorporated in 1994. As of September 30, 2025, Codelco holds a 49% ownership interest, with the remaining 51% owned by Cyprus El Abra Corporation, a subsidiary of Freeport-McMoRan Copper € Gold Inc.
The company business activities involve the extraction, production and selling of copper cathodes.
Sociedad Contractual Minera Purén
As of September 30, 2025, Codelco holds a 35% ownership interest, with the remaining 65% owned by Compañía Minera Mantos de Oro.
This company’s corporate purpose is to explore, identify, survey, investigate, develop and exploit mining deposits in order to extract, produce and process minerals.
Inca de Oro S.A.
On June 1, 2009, Codelco’s Board of Directors approved the incorporation of a new company aimed at conducting studies to enable the continuation of the Inca de Oro Project, with Codelco holding 100% ownership of the shares.
As of September 30, 2025, Codelco holds a 30.60% ownership interest in Inca de Oro
S.A. (PanAust IDO Ltda. holds the remaining 69.40%).
Planta Recuperadora de Metales SpA.
On December 3, 2012, Planta Recuperadora Metales SpA was incorporated by Codelco, which held a 100% ownership interest in this company.
In 2014, LS-Nikko Copper Inc. was incorporated into the ownership of this company
As of September 30, 2025, Codelco holds a 34% interest in the capital stock of Planta Recuperadora de Metales SpA, with control remaining with LS-Nikko Copper Inc. based on the elements of control described in the shareholders’ agreement.
The principal business activity of the company is the processing of intermediate products of the refining and processing of copper and other metals aiming to recover copper, other metals and other sub products, their transformation to commercial products and the selling and distribution of all classes of goods or inputs derived from such process.
F-54 Anglo American Sur S.A.
The principal activities of the Company are the exploration, extraction, exploitation, production, processing and trading of minerals, concentrates, precipitates, copper bars and all metallic and non-metallic minerals, all fossil substances and liquid and gaseous hydrocarbons. This includes the exploration, exploitation and use of all natural energy sources capable of industrial use and the products or by-products obtained, as well as any other related, connected or complementary activities on which the shareholders agree.
As of September 30, 2025, the control of Anglo American Sur S.A. is held by Inversiones Anglo American Sur S.A. with 50.06%, while one of the companies that make up the non-controlling interest is Inversiones Mineras Becrux SpA., which is controlled by Codelco with a 67.80% shareholding, and exercises significant influence over Anglo American Sur S.A. with 29.5%.
On August 24, 2012, Codelco recognized the acquisition of ownership interest in Anglo American Sur S.A. which resulted in the initial recognition of the cost of the investment for ThUSS6,490,000 that corresponded to the proportionate share (29.5%) of the net fair value of the identifiable assets and liabilities acquired.
In determining the share of the fair value of the identifiable assets and liabilities acquired, the Corporation considered the resources and mineral reserves that could be measured reliably.
Subsequent to its initial recognition, the value of this investment was adjusted due to an impairment loss recorded as of December 31, 2015 and December 31, 2023, in accordance with lAS 36.
Following the adjustments mentioned in the previous paragraph, as of September 30, 2025 and December 31, 2024, no indicators were identified that would require test for additional impairments on the recoverable amount of the investment held in Anglo American Sur S.A.
On September 16, 2025, Codelco and Anglo American signed a definitive agreement to develop a Joint Mining Plan for the Andina and Los Bronces copper operations, as committed to in the Memorandum of Understanding announced in February 2025.
This agreement will be valid for 21 years starting in 2030.
Kairos S.A.
As of September 30, 2025, the control of the company lies in Honeywell Chile S.A.
which owns 60% of the shares while Codelco owns the remaining 40%.
The purpose of the company is to provide automation and control services for industrial and mining activities and to provide technology and software licenses.
The following tables present the assets and liabilities as of September 30, 2025 and December 31, 2024 of investments in associates, as well as their respective results during
F-59 the nine and three-month ended September 30, 2025 and 2024 and the main movements in investments as of that date.
Assets and liabilities
Current assets Non-current assets Current liabilities Non-current liabilities
Profit (loss)
Revenue Ordinary expenses Profit (Loss) for the period
Movement Investment in Associates
Opening balance Dividends
Comprehensive income
Other Closing balance
The following tables present a detail of the assets and liabilities of the most significant associates as of September 30, 2025 and December 31, 2024, as well as their respective
9-30-2025 12-31-2024
ThUss ThUS5$ 2,118,716 1,847,306 6,286,718 6,201,417 1,030,182 1,043,214 2,427,105 2,261,201
1-1-2025 1-1-2024 – 7-1-2025 7-1-2024
9-30-2025 9-30-2024 9-30-2025 9-30-2024 ThUss ThUS5$ ThUss Thuss 2,587,829 2,447,762 803,485 749,472
(2,358,181) (2,215,511) (714,456) (754,096)
229,648 232,251 89,029 (4,624)
1-1-2025 1-1-2024
9-30-2025 9-30-2024 ThUss ThUss$ 2,934,150 2,866,698
(6,625) – 84,746 84,429 9,465 68
3,021,736 2,951,195 results during the nine and three-month ended September 30, 2025 and 2024:
Anglo American Sur S.A.
Assets and liabilities
Current assets Non-current assets Current liabilities Non-current liabilities
Profit (loss)
Revenue Ordinary expenses and other Profit (Loss) for the period
9-30-2025 12-31-2024
ThUS5$ ThUS5$
1,094,000 884,000
5,153,000 5,077,000
891,000 885,131
2,125,000 1,969,000
1-1-2025 1-1-2024 – 7-1-2025 7-1-2024
9-30-2025 9-30-2024 9-30-2025 9-30-2024 ThUS5$ ThUSs$ ThUS5$ ThUS5$ 1,787,000 1,722,000 578,000 509,000
(1,678,000) (1,581,000) (520,747) (536,880)
109,000 141,000 57,253
F-56
(27,880) Sociedad Contractual Minera El Abra
Assets and liabilities 9-30-2025 12-31-2024
ThUSS ThUsSS Current assets 968,985 905,356 Non-current assets 1,020,573 1,013,838 Current liabilities 124,662 140,006 Non-current liabilities 283,154 278,158
1-1-2025 1-1-2024 – 7-1-2025 7-1-2024
Profit (loss) 9-30-2025 9-30-2024 9-30-2025 39-30-2024 ThUsSS ThUsSS ThUss ThUss Revenue 707,671 684,962 195,013 226,514 Ordinary expenses and other (627,173) (607,002) (177,362) (208,236) Profit for the period 80,498 77,960 17,651 18,278
b) Additional information on unrealized profits
Codelco carries out copper purchase and sale operations with Sociedad Contractual Minera El Abra. As of September 30, 2025 and December 31, 2024, the value of finished products under the Inventories caption did not present balances for unrealized profit provision.
As of September 30, 2025 and December 31, 2024, the Corporation maintains a balance for unrealized profits from the purchase of LNG terminal rights of use from Sociedad Contractual Minera El Abra for ThUS$1,838 and ThUSS1,960 respectively.
c) Share of profit or loss for the period
The income before taxes, corresponding to the proportion of Anglo American Sur S.A.
results recognized for the period ended September 30, 2025, was a profit of ThUSS32,155 (utility of ThUS$41,595 for the period ended September 30, 2024). There were no adjustments to said income for the period ended September 30, 2025 and 2024, associated with the fair value of the net assets of this company recognized at the acquisition date, whether due to depreciation, write-offs or other types of adjustments.
11. Subsidiaries
The following tables set forth a detail of assets, liabilities and profit (loss) of the Corporation’s subsidiaries, prior to consolidation adjustments:
Assets and liabilities 9-30-2025 12-31-2024
ThUsS ThUSS Current assets 510,618 410,797 Non-current assets 3,130,615 3,025,522 Current liabilities 354,905 231,963 Non-current liabilities 629,256 597,111
F-57
1-1-2025 1-1-2024 7-1-2025 7-1-2024
Profit (loss) 9-30-2025 9-30-2024 9-30-2025 9-30-2024 ThUSS ThUSS ThUSS ThUSS Income 1,179,643 942,050 449,677 258,559 Ordinary expenses and other (1,168,974) (918,499) (436,684) (275,535) Profit (Loss) for the period 10,669 23,551 12,993 (16,976)
12. Other non-current financial assets
As of September 30, 2025 and December 31, 2024, the composition of other non-current financial assets is as follows:
. . 9-30-2025 12-31-2024 Other financial assets, non-current
ThUSS ThUSS Investment Quebrada Blanca S.A. (1) 503,000 579,127 Investment in shares 1,052 1,012 Other derivatives 3,271 4,136 Other 2,894 3,486
Total 510,217 587,761
(1) On September 5, 2024, the acquisition of the preferred series B shares held by ENAMI in Compañía Minera Teck Quebrada Blanca S.A. was completed for a total consideration of ThUS$S520,000. As of December 31, 2024, the valuation of this asset was updated to ThUS$579,127. This increase was recognized within the other comprehensive income, net of its respective deferred taxes, totaling a net increase of ThUS$20,694.
As of September 30, 2025, the fair value of the investment amounted to ThUS$503,000.
The change in the fair value was recognized in other comprehensive income, net of the corresponding deferred tax liability of ThUS$26,644.
The Corporation used the discounted cash flow model to estimate the cash projections from distributions to the preferred Series B, based on the Life of Mine. These projections consider production estimates, operating costs, and capital costs as of the acquisition date, along with other market estimates such as mineral prices and a discount rate ranging between 7% and 9%. Additionally, resources not included in the plan, as well as potential resources to be explored, have been valued separately using a market model.
F-58
13. Current and non-current financial assets
Current and non-current financial assets included in the statement of financial position are as follows:
9-30-2025 At fair value At fair value Hedging derivatives Total . through other Amortized Cross . .
A . . through profit or . Metal futures financial Classification in statement of financial position comprehensive cost currency loss h contracts assets income swap
ThUS$ ThUS$ ThUss ThUS$ ThUS$ ThUS$ Cash and cash equivalents 19,944 – 1,205,595 – – 1,225,539 Trade and other current receivable 2,368,730 – 101,395 – – 2,470,125 Non – current receivable – 78,450 – – 78,450 Current receivable from relates entities – – 7,802 – – 7,802 Non – current receivable from related entities – – 224 – – 224 Other current financial assets – – 3 17 10,901 10,921 Other non – current financial assets – 503,000 3,946 – 3,271 510,217 TOTAL 2,388,674 503,000 1,397,415 4,303,278
As of September 30, 2025, there is no balance related to time deposit instruments with a maturity exceeding 90. December 31, 2024, the balance of the item ‘Other current financial assets’ includes ThUS$102,862, invested in such instruments.
12-31-2024 At fair value At fair value Hedging derivatives Total . through other Amortized Cross . .
a a be through profit or . Metal futures financial Classification in statement of financial position comprehensive cost currency loss h contracts assets income swap
ThUsSS ThUsSS ThUsSS ThUsSS ThUsSS ThUsSS Cash and cash equivalents 14,104 – 666,716 – – 680,820 Trade and other current receivable 1,709,222 – 1,395,508 – – 3,104,730 Non – current receivable – – 79,708 – – 79,708 Current receivable from relates entities – – 30,384 – – 30,384 Non – current receivable from related entities – – 224 – – 224 Other current financial assets – 102,862 168 59,871 162,901 Other non – current financial assets – 579,127 4,498 1 4,135 587,761 TOTAL 1,723,326 579,127 2,279,900 64,006 4,646,528
– – Fairvalue through profit or loss: As of September 30, 2025 and December 31, 2024, this category includes unfinished product sales invoices. Section l1.2.q.
– – Fair value through comprehensive income: This category includes investments in equity instruments (see note 12).
– – Amortized cost: lt corresponds to financial assets held within a business model whose objective is to hold financial assets to collect contractual cash flows that are solely payments of principal and interest on the principal outstanding. These assets are not quoted in an active market.
The effects on profit or loss recognized for these assets are mainly from financial income and exchange differences from balances denominated in currencies other than the functional currency.
No material impairments were recognized in trade and other receivables.
– – Derivatives for Hedging: Corresponds to the balance for changes in the fair value of derivative contracts to cover existing transactions (cash flow hedges) and that affect profit or loss when transactions are settled or when, to the extent required by
F-59 accounting standards, a compensation effect is charged (credited) to the income statement. The detail of derivative hedging transactions is included in the Note 30.
As of September 30, 2025 and December 31, 2024 there were no reclassifications between the different categories of financial instruments.
14. Other financial liabilities Other financial liabilities consist of loans with financial institutions and bond issuance obligations, which are recorded by the Corporation at amortized cost using the effective interest rate method.
The following tables set forth other currentnon-current financial liabilities:
9-30-2025 Current Non-current Items Amortized Hedging Amortized Hedging cost derivatives Total cost derivatives Total
ThUSS ThUSS ThUSS ThUSS ThUSS ThUSS Loans from financial entities 477,095 – 477,095 3,099,294 – 3,099,294 Bond obligations 619,270 – 619,270 20,357,955 – 20,357,955 Hedging obligations – 46,779 46,779 – 32,535 32,535 Other financial liabilities – – – 105,470 – 105,470 Total 1,096,365 46,779 1,143,144 23,562,719 32,535 23,595,254
12-31-2024 Current Non-current Items Amortized Hedging Amortized Hedging cost derivatives Total cost derivatives Total
MUSS MUSS MUSS MUSS MUSS MUSS Loans from financial entities 518,698 – 518,698 1,960,735 – 1,960,735 Bond obligations 999,385 – 999,385 19,243,745 – 19,243,745 Hedging obligations – 24,010 24,010 – 20,418 20,418 Other financial liabilities – – – 87,353 – 87,353 Total 1,518,083 1,542,093 21,291,833 21,312,251
– Bond obligations:
On May 10, 2005, the Corporation issued and placed bonds in the domestic market for a nominal amount of UF 6,900,000 of a single series labeled Series B, which consists of 6,900 bonds for UF 1,000 each. These bonds are payable in a single installment on April 1, 2025, at an annual interest rate of 4% and semi-annual interest payments. The payment of interest and principal was made on March 31, 2025.
On September 21, 2005, the Corporation issued and placed bonds in the U.S. market under Rule 144-A and Regulation S, for a nominal amount of ThUS$500,000. These bonds are payable in a single installment on September 21, 2035, at an annual interest rate of 5.6250% and semi-annual interest payments.
On October 19, 2006, the Corporation issued and placed bonds in the U.S. market under Rule 144-A and Regulation S, for a nominal amount of ThUS$500,000. These bonds are payable in a single installment on October 24, 2036, at an annual interest rate of 6.15% and semi-annual interest payments.
F-60 On July 17, 2012, the Corporation issued and placed bonds in the U.S. market, under Rule
144-A and Regulation S, for a total nominal amount of ThUS$2,000,000, a part of which, was divided into two parts, one of which has already been amortized in 2022, while the other part is due to mature on July 17, 2042, corresponding to an amount of ThUS$S750,000 at an annual interest rate of 4.25%..
On October 18, 2013, the Corporation issued and placed bonds in the U.S. market, under Rule 144-A and Regulation S, for a nominal amount of ThUSS950,000, payable in a single installment on October 18, 2043, at an annual interest rate of 5.625% and semi-annual interest payments.
On July 9, 2014, the Corporation issued and placed bonds in the international financial markets, under Rule 144-A and Regulation S, for a nominal of EURS600,000,000, at an annual interest rate of 2.25% and annual interest payments. On October 22, 2021, principal was amortized in the amount of ThHEURS200,116, reaching a total of ThEURS399,884. The related payment was made on July 9, 2024.
On November 4, 2014, the Corporation issued and placed bonds in the U.S. market, under Rule 144-A and Regulation S, for a nominal amount of ThUSS980,000, payable in a single installment on November 4, 2044, at an annual interest rate of 4.875% and semi-annual interest payments.
On September 16, 2015, the Corporation issued and placed bonds in the U.S. market, under Rule 144-A and Regulation S, for a nominal amount of ThUS$2,000,000, payable in a single installment on September 16, 2025, at an annual interest rate of 4.5% and semi-annual interest payments. On August 22, 2017, February 12, 2019, December 22, 2020, January 7, 2021, and October 22, 2021, was amortized principal for an amount of ThUSS378,645, ThUSS552,754, ThUSS392,499 ThUS$5,000 and ThUSS273,867 respectively, reaching a total amount of ThUSS397,235. The payment of interest and principal was made on September 15, 2025.
On August 24, 2016, the Corporation issued and placed bonds in the domestic market for a nominal amount of UF 10,000,000 of a single series labeled Series C, which consists of 20,000 bonds for UF 500 each. These bonds are payable in a single installment on August 24, 2026, at an annual interest rate of 2.5% and semi-annual interest payments.
On August 1, 2017, the Corporation issued and placed bonds in the North American market, under standard 144-A and Regulation S, for a total nominal amount of ThUS$2,750,000.
One portion corresponds to an amount of ThUSS1,500,000, maturing on August 1, 2027 with an annual coupon rate of interest of 3.625% and semi-annual interest. On December 22, 2020 and January 7, 2021, principal was paid in the amount of thUSS227,154 and ThUSS5,000 respectively. The other portion contemplates a maturity date of August 1, 2047, corresponding to an amount of ThUS$1,250,000 with an annual coupon of 4.5% and semi-annual interest payments.
On May 18, 2018, Codelco issued a bond for USS$600 million with 30-year maturity in the market of Formosa, Taiwan. The bond issued is denominated in US dollars, which will
F-61 mature on May 18, 2048, had a yield of 4.85% and a prepayment option at the issue value that can be exercised from the fifth year onwards at its par value.
On February 5, 2019, the Corporation issued and placed bonds in the North American market, under Rule 144-A and Regulation S, for a total nominal amount of ThUS$1,300,000, which maturity will be 5 February 2049 with a coupon of 4.375% per annum and interest payments on a semi-annual basis.
On July 22, 2019, the Corporation made a bond issue and placement, Regulation S, for a nominal amount of AUD $ 70,000,000, whose maturity will be in a single installment on July 22, 2039, with a coupon of 3.58% annual and interest payment annually.
On August 23, 2019, the Corporation made a bond issue and placement, Regulation S, for a nominal amount of ThUS$130,000, whose maturity will be in a single installment on August 23, 2029, with a coupon of 2.869% annual and interest payment semiannually.
On September 30, 2019, the Corporation made an issue and placement of bonds in the North American market, under rule 144-A and Regulation S, for a total nominal amount of ThUSS2,000,000 whose maturity will be, under one tranche, on September 30, 2029 corresponding to an amount of ThUS51,100,000 with a 3% annual coupon. The other tranche contemplates a maturity on January 30, 2050, corresponding to an amount of ThUSS900,000. On January 14, 2020 and October 22, 2021, a capital increase was made for a nominal amount of ThUS$1,000,000 and ThUSS$780,000, respectively, reaching a total amount of ThUS$2,680,000 with a coupon of 3.70% per annum.
On November 7, 2019, the Corporation made a bond issue and placement, Regulation S, for a nominal amount of HKDS 500,000,000, whose maturity will be in a single installment on November 7, 2034, with a coupon of 2.84% annual and interest payment annually.
On January 14, 2020, the Corporation issued and placed bonds in the North American market, under rule 144-A and Regulation S, for a nominal amount of ThUS$1,000,000, the maturity of which will be in a single installment on 14 January 2030, with a coupon of 3.15% per annum and payment of interest every six months.
On May 6, 2020, the Corporation issued and placed bonds in the North American market, under Rule 144-A and Regulation S, for a nominal amount of ThUS$800,000 whose maturity will be in a single installment on January 15, 2031, with a coupon of 3.75% per annum and interest paid every six months.
On December 14, 2020, the Corporation carried out an issuance and placement of bonds in the North American market, under standard 144-A and Regulation S, for a total nominal amount of ThUS$500,000 whose maturity will be in a single installment on January 15, 2051, with a coupon of 3.15% per annum and interest payment on a semi-annual basis. On February 2, 2023, the Corporation issued and placed bonds in the North American market, under Rule 144-A and Regulation S, for a total nominal amount of ThUS$900,000 whose maturity will be in a single installment on February 2, 2033, with a coupon of 5.125% per annum and interest paid every six months.
F-62 On September 8, 2023, the Corporation issued bonds in the U.S. market under Rule 144-A and Regulation S for a total nominal amount of ThUS$2,000,000 maturing on January 8, 2034 for an amount of ThUS$1,300,000, with a coupon of 5.95% per annum, and on September 8, 2053, for an amount of ThUS$S700,000, with a coupon of 6.30% per annum, which, on January 26, 2024, underwent a capital increase for a nominal amount of ThUSS500,000, reaching a total of ThUS$1,200,000. Both notes have semiannual interest payments.
On January 26, 2024, the Corporation issued and placed bonds in the North American market under rule 144-A and Regulation S for a total nominal amount of ThUS$1,500,000, the maturity of which will be in a single installment on 26 January 2036, with a coupon of
6.44% per annum and payment of interest every six months.
On January 13, 2025, the Corporation issued bonds in the U.S. market under Rule 144-A and Regulation S for a total nominal amount of ThUSS1,500,000, maturing on January 13, 2035 for an amount of ThUS$750,000, with a coupon of 6.33% per annum, and on January 13, 2055 for the remaining ThUS$750,000, with a coupon of 6.78% per annum. Both notes have semi-annual interest payments.
Covenants:
As of September 30, 2025 and 2024, the Corporation is not required to comply with any financial covenants related to borrowings from financial institutions or bond obligations.
F-63 As of September 30, 2025, the details of loans from financial institutions and bond obligations are as follows:
Taxpayer ID No.
97.018.000-1
97.006.000-6
97.006.000-6
97.004.000-5
97.018.000-1 Foreign Foreign Foreign Foreign Foreign Foreign Foreign Foreign Foreign
Country
Chile Chile Chile Chile Chile Panama Canada Canada Canada USA Canada Japan Spain France
Loans from financial entities
Bilateral Credit Bilateral Credit Bilateral Credit Bilateral Credit Bilateral Credit Bilateral Credit Bilateral Credit Bilateral Credit Bilateral Credit Bilateral Credit Bilateral Credit Bilateral Credit Bilateral Credit Bilateral Credit
Bond obligations
BCODE-C
144-A REG.S REG.S
144-A REG.S
144-A REG.S
144-A REG.S
144-A REG.S
144-A REG.S REG.S
144-A REG.S
144-A REG.S
144-A REG.S
144-A REG.S REG.S
144-A REG.S
144-A REG.S
144-A REG.S
144-A REG.S 144 – REG.S
144-A REG.S
144-A REG.S
144-A REG.S
144-A REG.S
144-A REG.S
Institution
Banco Scotiabank Chile
Banco Crédito e Inversiones
Banco Crédito e Inversiones
Banco Chile
Banco Scotiabank Chile
Banco Latinoamericano de Comercio Export Dev.Canada
Export Dev.Canada
Export Dev.Canada
Bank of America N.A.
Export Dev.Canada
Japan Bank for International Cooperation Banco Santander S.A.
Credit Agricole Corporate €: Invesment Bank
Country of Registration
Chile Luxembourg Luxembourg Luxembourg Luxembourg Luxembourg Luxembourg Luxembourg Luxembourg Luxembourg Luxembourg Luxembourg Luxembourg Luxembourg Luxembourg Luxembourg Luxembourg Luxembourg Taiwan Luxembourg Luxembourg Luxembourg Luxembourg Luxembourg
Maturity
11-28-2025
11-28-2025
12-30-2025
2-2-2026
2-2-2026
12-18-2026
5-12-2027
10-25-2028
7-25-2029
5-9-2030
1-31-2033
3-15-2035
3-31-2037
6-26-2039
Maturity
8-24-2026
8-1-2027
8-23-2029
9-30-2029
1-14-2030
1-15-2031
2-2-2033
1-8-2034
11-7-2034
1-13-2035
9-21-2035
1-26-2036
10-24-2036
7-22-2039
7-17-2042
10-18-2043
11-4-2044
8-1-2047
5-18-2048
2-5-2049
1-30-2050
1-15-2051
9-8-2053
1-13-2055
Interest rate
Fixed Fixed Fixed Fixed Fixed Variable Variable Variable Variable Variable Variable Variable Variable Variable TOTAL
Interest rate
Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed Fixed
Currency Amount contracted
US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$
80,000,000 70,000,000 50,000,000 200,000,000 50,000,000 75,000,000 300,000,000 300,000,000 300,000,000 200,000,000 500,000,000 466,000,000 500,000,000 531,747,362
Currency Amount contracted
U.F.
US$ US$ US$ US$ US$ US$ US$ HKD US$ US$ US$ US$ AUD US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ TOTAL
10,000,000 1,500,000,000 130,000,000 1,100,000,000 1,000,000,000 800,000,000 900,000,000 1,300,000,000 500,000,000 750,000,000 500,000,000 1,500,000,000 500,000,000 70,000,000 750,000,000 950,000,000 980,000,000 1,250,000,000 600,000,000 1,300,000,000 2,680,000,000 500,000,000 1,200,000,000 750,000,000
Nominal and effective interest rates presented above correspond to annual rates.
F-64
Type of amortization
Maturity
Maturity
Maturity
Maturity
Maturity
Maturity
Maturity
Maturity
Maturity
Maturity
Maturity Semi-annual capital from 2030 Semi-annual capital from 2032 Semi-annual capital from 2029
Type of amortization
Maturity Maturity Maturity Maturity Maturity Maturity Maturity Maturity Maturity Maturity Maturity Maturity Maturity Maturity Maturity Maturity Maturity Maturity Maturity Maturity Maturity Maturity Maturity Maturity
Payment of Interest
Quarterly Quarterly Semiannual Semiannual Semiannual Semiannual Quarterly Quarterly Quarterly Semiannual Quarterly Semiannual Semiannual Semiannual
Payment of Interest
Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Annual Semiannual Semiannual Semiannual Semiannual Annual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual
Nominal interest rate interest rate
4.79%
4.85%
4.70%
4.17%
4.88%
5.87%
5.64%
5.80%
5.79%
5.39%
5.96%
4.93%
4.91%
4.94%
Nominal interest rate interest rate
2.50%
3.63%
2.81%
3.00%
3.15%
3.75%
5.13%
5.95%
2.84%
6.33%
5.63%
6.44%
6.15%
3.58%
4.25%
5.63%
4.88%
4.50%
4.85%
4.38%
3.70%
3.15%
6.30%
6.78%
Effective
4.79%
4.85%
4.70%
4.17%
4.88%
6.20%
5.95%
6.07%
6.19%
5.91%
6.37%
5.23%
5.74%
6.07%
Effective
1.79%
4.23%
3.00%
3.17%
3.31%
3.83%
5.34%
6.19%
2.92%
6.58%
5.86%
6.67%
6.31%
3.65%
4.45%
5.84%
5.07%
4.79%
4.97%
5.03%
3.96%
3.79%
6.68%
6.98%
9-30-2025 Current Non-current balance balance ThUs$ ThUs$ 80,394 – 70,019 – 50,607 – 201,511 – 50,387 – 1,248 74,856 2,255 299,137 3,236 299,511 2,990 298,139 1,737 197,438 5,132 494,832 574 461,145 69 476,589 6,936 497,047
477,095 3,099,294
9-30-2025
Current Non-current balance balance ThUs$ ThUs$
413,581 = 7,660 1,255,511 394 129,501 92 1,094,210 6,738 994,705 6,333 798,311 7,559 892,258 17,833 1,288,121 1,640 63,866 10,286 742,682 781 494,223 17,442 1,486,896 13,410 497,354 318 45,975 6,552 736,270 24,195 935,788 19,508 963,948 9,375 1,211,114 10,751 595,085 8,847 1,194,402 16,802 2,586,167 3,325 450,904 4,830 1,158,337 11,018 742,327
619,270 20,357,955 As of December 31, 2024, the details of loans from financial institutions and bond obligations are as follows:
12-31-2024
Taxpayer ID Loans from financial o . Interest o. Payment of Nominal Effective cl: Non-current
No. Country ES Institution Maturity a Currency Amount contracted Type of amortization ER acstete | arca balance balance
ThUSS ThUss
97.006.000-6 Chile Bilateral Credit Banco de Créditos e inversiones 3-12-2025 Variable US$ 130,000,000 Maturity Quarterly 4.75% 4.75% 130,343 –
97.018.000-1 Chile Bilateral Credit Banco Scotiabank Chile 3-12-2025 Variable US$ 100,000,000 Maturity Quarterly 4.99% 4.99% 100,277 –
97.004.000-5 Chile Bilateral Credit Banco Chile 3-13-2025 Variable US$ 100,000,000 Maturity Quarterly 5.00% 5.00% 100,264 –
97.036.000-K Chile Bilateral Credit Banco Santander 3-13-2025 Variable US$ 50,000,000 Maturity Quarterly 5.24% 5.24% 50,116 –
97.023.000-9 Chile Bilateral Credit Itau 3-24-2025 Variable US$ 20,000,000 Maturity Quarterly 5.23% 5.23% 20,026 –
97.004.000-5 Chile Bilateral Credit Banco Chile 7-7-2025 Variable US$ 100,000,000 Maturity Annual 5.63% 5.63% 102,768 – Foreign Panama Bilateral Credit Banco Latinoamericano de Comercio 12-18-2026 Variable US$ 75,000,000 Maturity Semiannual 5.91% 6.23% 148 74,776 Foreign Canada Bilateral Credit Export Dev. Canada 5-12-2027 Variable US$ 300,000,000 Maturity Quarterly 5.93% 6.26% 2,472 299,623 Foreign Canada Bilateral Credit Export Dev. Canada 10-25-2028 Variable US$ 300,000,000 Maturity Quarterly 6.10% 6.41% 3,407 299,334 Foreign Canada Bilateral Credit Export Dev. Canada 7-25-2029 Variable US$ 300,000,000 Maturity Quarterly 6.07% 6.48% 3,134 297,837 Foreign Canada Bilateral Credit Export Dev. Canada 1-31-2033 Variable US$ 500,000,000 Maturity Quarterly 6.24% 6.66% 5,370 494,341 Foreign France Bilateral Credit Credit Agricole Corporate €: Invesment Bank 6-26-2039 Variable US$ 531,747,362 Semi-annual capital from 2029 Semiannual 5.04% 6.18% 373 494,824
TOTAL
12-31-2024
o. . . . Interest o Payment of Nominal Effective Current Non-current
Bond obligations Country of Registration Maturity Currency Amount contracted Type of amortization . . balance balance rate Interest interest rate interest rate
ThUSS ThUss BCODE-B Chile 4-1-2025 Fixed U.F. 6,900,000 Maturity Semiannual 4.00% 3.24% 269,122 –
144-A REG.S Luxembourg 9-16-2025 Fixed US$ 2,000,000,000 Maturity Semiannual 4.50% 4.74% 401,783 – BCODE-C Chile 8-24-2026 Fixed U.F. 10,000,000 Maturity Semiannual 2.50% 1.78% 3,379 389,650
144-A REG.S Luxembourg 8-1-2027 Fixed US$ 1,500,000,000 Maturity Semiannual 3.63% 4.18% 19,150 1,250,722 REG.S Luxembourg 8-23-2029 Fixed US$ 130,000,000 Maturity Semiannual 2.81% 2.97% 1,326 129,411
144-A REG.S Luxembourg 9-30-2029 Fixed US$ 1,100,000,000 Maturity Semiannual 3.00% 3.14% 8,342 1,093,204
144-A REG.S Luxembourg 1-14-2030 Fixed US$ 1,000,000,000 Maturity Semiannual 3.15% 3.28% 14,612 993,856
144-A REG.S Luxembourg 1-15-2031 Fixed US$ 800,000,000 Maturity Semiannual 3.75% 3.79% 13,833 798,096
144-A REG.S Luxembourg 2-2-2033 Fixed US$ 900,000,000 Maturity Semiannual 5.13% 5.21% 19,091 891,620
144-A REG.S Luxembourg 1-8-2034 Fixed US$ 1,300,000,000 Maturity Semiannual 5.95% 6.09% 37,171 1,287,306 REG.S Luxembourg 11-7-2034 Fixed HKD 500,000,000 Maturity Annual 2.84% 2.92% 275 63,974
144-A REG.S Luxembourg 9-21-2035 Fixed US$ 500,000,000 Maturity Semiannual 5.63% 5.78% 7,813 493,910
144-A REG.S Luxembourg 1-26-2036 Fixed US$ 1,500,000,000 Maturity Semiannual 6.44% 6.56% 41,592 1,486,241
144-A REG.S Luxembourg 10-24-2036 Fixed US$ 500,000,000 Maturity Semiannual 6.15% 6.22% 5,723 497,232 REG.S Luxembourg 7-22-2039 Fixed AUD 70,000,000 Maturity Annual 3.58% 3.66% 689 43,174
144-A REG.S Luxembourg 7-17-2042 Fixed US$ 750,000,000 Maturity Semiannual 4.25% 4.41% 14,521 735,860
144-A REG.S Luxembourg 10-18-2043 Fixed US$ 950,000,000 Maturity Semiannual 5.63% 5.76% 10,836 935,458
144-A REG.S Luxembourg 11-4-2044 Fixed US$ 980,000,000 Maturity Semiannual 4.88% 5.01% 7,564 963,576
144-A REG.S Luxembourg 8-1-2047 Fixed US$ 1,250,000,000 Maturity Semiannual 4.50% 4.73% 23,438 1,210,358 144 – REG.S Taiwan 5-18-2048 Fixed US$ 600,000,000 Maturity Semiannual 4.85% 4.91% 3,476 594,997
144-A REG.S Luxembourg 2-5-2049 Fixed US$ 1,300,000,000 Maturity Semiannual 4.38% 4.97% 23,065 1,192,654
144-A REG.S Luxembourg 1-30-2050 Fixed US$ 2,680,000,000 Maturity Semiannual 3.70% 3.92% 41,592 2,584,454
144-A REG.S Luxembourg 1-15-2051 Fixed US$ 500,000,000 Maturity Semiannual 3.15% 3.75% 7,262 450,038
144-A REG.S Luxembourg 9-8-2053 Fixed US$ 1,200,000,000 Maturity Semiannual 6.30% 6.57% 23,730 1,157,954
TOTAL 999,385 19,243,745
Nominal and effective interest rates presented above correspond to annual rates.
F-65 The undiscounted amounts that the Corporation will have to disburse to settle the obligations with financial institutions, are as follows:
Name creditor
Banco Crédito e Inversiones Banco Scotiabank Chile Banco Crédito e Inversiones Banco De Chile
Banco Scotiabank Chile Banco Latinoamericano de Comercio Export Dev.Canada
Export Dev.Canada
Export Dev.Canada
Export Dev.Canada
Credit Agricole Corporate €: Invesment Bank Banco Santander S.A.
Bank of America N.A.
Japan Bank for International Cooperation BOND 144-A REG.S 2027 BOND REG.S 2029 BOND 144-A REG.S 2029 BOND 144-A REG.S 2030 BOND 144-A REG.S 2031 BOND 144-A REG.S 2033 BOND 144-A REG.S 2034 BOND 144-A REG.S 2035 BOND 144-A REG.S 2035 BOND 144-A REG.S 2036 BOND 144-A REG.S 2036 BOND 144-A REG.S 2042 BOND 144-A REG.S 2043 BOND 144-A REG.S 2044 BOND 144-A REG.S 2047 BOND 144 -REG.S 2048 BOND 144-A REG.S 2049 BOND 144-A REG.S 2050 BOND 144-A REG.S 2051 BOND 144-A REG.S 2053 BOND 144-A REG.S 2055
BOND BCODE-C 2026
BOND REG.S 2039
BOND REG.S 2034
Type of currency
US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$ US$
AUD
HKD
Interest rate effective
4.85%
4.79%
4.70%
4.77%
4.88%
6.20%
5.95%
6.07%
6.19%
6.37%
6.07%
5.74%
5.91%
5.23%
4.23%
3.00%
3.17%
3.31%
3.83%
5.34%
6.19%
6.58%
5.86%
6.31%
6.67%
4.45%
5.84%
5.07%
4.79%
4.97%
5.03%
3.96%
3.79%
6.68%
6.98%
1.79%
3.65%
2.92%
Interest rate nominal
4.85%
4.79%
4.70%
4.77%
4.88%
5.87%
5.64%
5.80%
5.79%
5.96%
4.94%
4.91%
5.39%
4.93%
3.63%
2.81%
3.00%
3.15%
3.75%
5.13%
5.95%
6.33%
5.63%
6.15%
6.44%
4.25%
5.63%
4.88%
4.50%
4.85%
4.38%
3.70%
3.15%
6.30%
6.78%
2.50%
3.58%
2.84%
Type of amortization
Quarterly Quarterly Semiannual Semiannual Semiannual Semiannual Quarterly Quarterly Quarterly Quarterly Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual
Total ThUS$
Semiannual
Less than: 90 days Thuss
70,835 80,969 51,194 201,643 50,434 2,227 4,322 4,443 4,436 7,616 13,508 2,756
15,375
26,719 23,888
14,550
613,590
Subtotal ThUS$ –
Annual
Subtotal ThUS$ –
Annual
Subtotal ThUSS
Total ThUus$ Nominal and effective interest rates presented above correspond to annual rates.
14,200,000 1,825 615,415
F-66
CURRENT Over 90 days Thuss
2,227 12,967 13,184 13,164 22,598 13,143 24,900
8,177 22,851 45,959
3,730 33,000 31,500 30,000 46,125 38,675 47,475 28,125 15,375 96,600 31,875 26,719 23,888 56,250 14,550 56,875 99,160 15,750 75,600 50,850
1,001,292
10,248,457
420,481 2,506,000 ¡MTE]
1,423,432
Total current ThUuss
70,835 80,969 51,194 201,643 50,434 4,454 17,289 17,627 17,600 30,214 26,651 24,900 10,933 22,851 45,959 3,730 33,000 31,500 30,000 46,125 77,350 47,475 28,125 30,750 96,600 31,875 53,438 47,776 56,250 29,100 56,875 99,160 15,750 75,600 50,850
1,614,882
10,248,457
420,481 2,506,000 1,659
14,200,000
1,825 2,038,847
9-30-2025
One to three years Thuss
77,227 312,967 35,302 35,250 60,510 53,373 37,385 21,895 46,660 45,959 7,459 49,500 63,000 60,000 92,250 154,700 94,950 56,250 61,500 193,200 63,750 106,875 95,550 112,500 58,200 113,750 198,320 31,500 151,200 101,700 2,592,682
5,012,000 3,317 28,400,000 3,650 2,599,649
NON-CURRENT
Three to five years ThUss
304,443 317,553 60,427 105,811 49,801 219,109 93,324 1,267,846 133,730 1,149,500 1,047,250 60,000 92,250 154,700 94,950 42,188 61,500 193,200 63,750 106,875 95,550 112,500 58,200 113,750 198,320 31,500 151,200 101,700 6,480,927
5,012,000 3,317 28,438,904 3,655 6,487,899
Over five years ThUss$
575,741 592,599 612,154
471,722
815,000 1,015,313 1,570,725
963,638
654,688
699,875 2,031,300 1,132,500 1,671,406 1,672,738 2,206,250 1,123,800 2,352,188 4,613,620
822,875 2,938,800 1,995,825
30,532,757
92,554,000 61,258 571,038,904 73,391 30,667,406
Total non- current ThUuss
77,227 312,967 339,745 352,803 696,678 751,783 699,340 241,004 611,706 1,313,805
141,189 1,199,000 1,110,250
935,000 1,199,813 1,880,125 1,153,538
753,126
822,875 2,417,700 1,260,000 1,885,156 1,863,838 2,431,250 1,240,200 2,579,688 5,010,260
885,875 3,241,200 2,199,225
39,606,366
102,578,000 67,892 627,877,808 80,696 39,754,954
Name Type of creditor currency Banco de Créditos e inversiones US$ Banco Scotiabank Chile US$ Banco de Chile US$ Banco Santander Chile US$ Banco Itaú Chile US$ Banco de Chile US$ Banco Latinoamericano de Comercio US$ Export Dev. Canada US$ Export Dev Canada US$ Export Dev Canada US$ Export Dev Canada US$ Credit Agricole Corporate €: Invesment Bank US$ BOND 144-A REG.S 2025 US$ BOND 144-A REG.S 2027 US$ BOND REG.S 2029 US$ BOND 144-A REG.S 2029 US$ BOND 144-A REG.S 2030 US$ BOND 144-A REG.S 2031 US$ BOND 144-A REG.S 2033 US$ BOND 144-A REG.S 2034 US$ BOND 144-A REG.S 2035 US$ BOND 144-A REG.S 2036 US$ BOND 144-A REG.S 2036 US$ BOND 144-A REG.S 2042 US$ BOND 144-A REG.S 2043 US$ BOND 144-A REG.S 2044 US$ BOND 144-A REG.S 2047 US$ BOND 144 REG.S 2048 US$ BOND 144-A REG.S 2049 USS BOND 144-A REG.S 2050 US$ BOND 144-A REG.S 2051 US$ BOND 144-A REG.S 2053 USS BOND BCODE-B 2025 U.F.
BOND BCODE-C 2026 U.F.
BOND REG.S 2039 AUD BOND REG.S 2034 HKD
Interest rate effective
4.75%
4.99%
5.00%
5.24%
5.23%
5.63%
6.23%
6.26%
6.41%
6.48%
6.66%
6.18%
4.74%
4.18%
2.91%
3.14%
3.28%
3.19%
5.21%
6.09%
5.78%
6.56%
6.22%
4.41%
5.76%
5.01%
4.73%
4.91%
4.97%
3.92%
3.75%
6.57%
3.24%
1.78%
3.66%
2.92%
Interest rate nominal
4.75%
4.99%
5.00%
5.24%
5.23%
5.63%
5.91%
5.93%
6.10%
6.07%
6.24%
5.04%
4.50%
3.63%
2.81%
3.00%
3.15%
3.75%
5.13%
5.95%
5.63%
6.44%
6.15%
4.25%
5.63%
4.88%
4.50%
4.85%
4.38%
3.70%
3.15%
6.30%
4.00%
2.50%
3.58%
2.84%
Type of amortization
Quarterly Quarterly Quarterly Quarterly Quarterly Annual Semiannual Quarterly Quarterly Quarterly Quarterly Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual Semiannual
Total ThUS$
Semiannual Semiannual Total U.F.
Total ThUS$ Annual Total ThUS$ Annual
Subtotal ThUS$
Total ThUS$ Nominal and effective interest rates presented above correspond to annual rates.
Less than: 90 days ThUss$ 131,544 101,248 101,250 50,633 20,264
4,549 4,628 4,650 7,967
8,938 22,980
1,865 16,500 15,750 15,000 23,063 38,675 14,063 48,300
15,938
28,125
28,438 49,580 7,875
761,823
124,228 124,228 4,789
766,612
F-67
CURRENT Over 90 days ThUss
105,692 4,495 13,646 13,934 13,850 23,556 27,197 406,173 22,980 1,865 16,500 15,750 15,000 23,063 77,350 14,063 48,300 30,750 15,938 53,438 47,775 28,125 29,100 28,438 49,580 7,875 37,800 1,172,233
7,038,000 124,228 7,162,228 276,127 2,506,000
14,200,000 1,829 1,451,748
12-31-2024
Total One to current three years
Thuss Thus$ 131,544 – 101,248 – 101,250 – 50,633 – 20,264 – 105,692 – 4,495 79,458 18,195 327,293 18,562 37,123 18,500 36,900 31,523 63,220 27,197 54,395 415,111 – 45,960 91,919 3,730 7,459 33,000 66,000 31,500 63,000 30,000 60,000 46,126 92,250 116,025 116,025 28,126 56,250 96,600 193,200 30,750 61,500 31,876 63,750 53,438 106,875 47,775 95,550 56,250 112,500 29,100 58,200 56,876 113,750 99,160 198,320 15,750 31,500 37,800 151,200 1,934,056 y REEY REY) 7,038,000 – 248,456 10,248,457 7,286,456 10,248,457 280,916 395,111 2,506,000 5,012,000
3,118 28,400,000 3,658 2,739,524
14,200,000 1,829 2,218,360
NON-CURRENT
Three to Over five years five years ThUsS$ ThUsS$
318,613 – 332,250 – 63,306 602,884 40,833 674,635 1,267,846 – 137,459 – 1,166,000 – 63,000 1,015,750 60,000 845,000 92,250 1,061,438 154,700 1,648,075 56,250 668,750 193,200 2,127,900 61,500 715,250 63,750 1,164,375 106,875 1,698,125 95,550 1,696,625 112,500 2,262,500 58,200 1,138,350 113,750 2,409,063 198,320 4,712,780 31,500 838,625 151,200 3,014,400
4,938,852
5,012,000 3,118 28,438,904 3,663 4,945,633
28,294,525
95,060,000 59,139 571,038,904 73,549 28,427,213
Total non- current ThUss$
79,458 327,293 355,736 369,150 729,410 769,863
1,359,765 144,918 1,232,000 1,141,750 965,000 1,245,938 1,918,800 781,250 2,514,300 838,250 1,291,875 1,911,875 1,887,725 2,487,500 1,254,750 2,636,563 5,109,420 901,625 3,316,800 35,571,014
10,248,457 10,248,457 395,111 105,084,000
627,877,808 80,870 36,112,370
15.
16.
The following table details the changes in CODELCO’s liabilities classified as financing activities in the statement of cash flows, including changes in cash and non-cash changes during the nine-month periods ended September 30, 2025 and year ended December 31, 2024:
Changes that do not represent cash flow
Liabilities for Opening balance Cash flows of financing activities Financial Exchange Fair value Debt expense Other financing activities at 1-1-2025 From Used Total costs difference adjustment deferred in Thuss Thuss Thuss Thuss Thuss Thuss Thuss Thuss Thuss Loans from financial entities 2,479,433 1,616,000 (595,431) 1,020,569 107,661 – (31,276) 2 Bond obligations 20,243,130 1,500,000 (1,577,521) (77,521) 778,356 49,321 – (15,452) (609) Hedging obligations 18,228 – – – 3,483 (8,703) 11,287 – (19,682) Dividends paid – – (200,000) (200,000) – – – – – Financial assets for hedge derivatives (64,006) 74,802 – 74,802 – (40,486) (3,728) – 19,246 Leases 371,376 – (160,477) (160,477) 24,934 8,979 – 206,019 Other 87,353 – (28,912) (28,912) – – – – 47,029 Total liabilities on financing activities 23,135,514 3,190,802 (2,562,341) 914,434 9,111 7,559 (46,728) Changes that do not represent cash flow Liabilities for Opening balance Cash flows of financing activities Financial Exchange Fair value Debt expense Other financing activities at 1-1-2024 From Used Total costs difference adjustment deferred in Thuss Thuss Thuss Thuss Thuss Thuss Thuss Thuss Thuss Loans from financial entities 1,481,047 1,031,747 (109,595) 922,152 113,551 – (37,317) – Bond obligations 18,717,055 2,000,000 (1,295,182) 704,818 944,686 (72,419) – (47,539) (3,471) Hedging obligations 117,598 – (133,538) (133,538) 11,657 21,746 (15,950) – 16,715 Dividends paid – – – – – – – – – Financial assets for hedge derivatives (101,760) – – – – 51,227 1,519 – (14,992) Leases 398,773 – (170,379) (170,379) 30,958 (18,951) – – 130,975 Other 80,651 – (63,743) (63,743) 2,513 – – – 67,932 Total pasivos por actividades de financiación 20,693,364 3,031,747 (1,772,437) 1,259,310 1,103,365 (18,397) (14,431) (84,856) 197,159
(1) The financial costs presented in the statement of income include the capitalization of interest, which as of September 30, 2025 and 2024 amount to USS 328,462 and USS 241,425, respectively.
Fair Value of financial assets and liabilities
The fair value of financial assets other than equity instruments approximates their carrying value. Regarding equity instruments, see note 16.
Regarding financial liabilities, the following table shows a comparison as of September 30, 2025 and December 31, 2024 between the carrying amount and the fair value of financial liabilities other than those whose carrying amount is a reasonable approximation of fair value:
Financial liabilities: Bond obligations Comparison book value vs fair value . . Book value Fair value Accounting treatment for valuation asof: ThUss ThUSS$ September 30, 2025 Amortized cost 20,977,225 24,027,270 December 31, 2024 Amortized cost 20,243,130 17,375,235
Market value hierarchy for items at market value
Each of the market values calculated for the Corporation’s portfolio of financial instruments is supported by a calculation methodology and data inputs. An analysis of each of these methodologies has been carried out to determine to which of the following levels they can be assigned:
F-68
Closing balance at
9-30-2025 Thuss 3,576,389 20,977,225 4,613
(14,172)
450,831
105,470 25,100,356
Closing balance at
12-31-2024 Thuss 2,479,433 20,243,130 18,228
(64,006) 371,376 87,353
23,135,514 Level 1 corresponds to fair value measurement methodologies using market shares (unadjusted) in active markets to which the Corporation has access at the measurement date and considering identical Assets and Liabilities.
Level 2 corresponds to fair value measurement methodologies using quoted market price data, not included in Level 1, that are observable for the Assets and Liabilities measured, either directly (prices) or indirectly (derived from prices). For hybrid contracts without finalized price: sales of metals with provisional prices for the period are adjusted to the market price at the end of the period. Gains and losses arising from the market valuation of open sales are recognized through adjustments to revenue in the income statement and to trade accounts receivable in the balance sheet. The forward prices at the end of the period are used for the sales of copper. These forward prices are quoted market prices on the LME. For currency swaps: they are valued using a discounted cash flow analysis valuation model that includes observable credit spreads and using the yield curve applicable over the life of the instruments.
Level 3 corresponds to fair value measurement methodologies using valuation techniques that include data on the Assets and Liabilities valued, which are not based on significant observable market data.
Based on the methodologies, inputs, and definitions described above, the following market levels have been determined for the Corporation’s portfolio of financial instruments held as of September 30, 2025 and December 31, 2024:
No transfers were made between the different levels of the market hierarchy for the
Financial assets and liabilities at fair value classified by 9-30-2025 ELL Level 1 Level 2 Level 3 Total
ThUSS ThUSS ThUss ThUSS
Financial assets:
Hybrid contracts with non-finalized price – 2,368,730 – 2,368,730
Cross currency swap – 14,172 – 14,172
Mutual funds shares 19,944 – – 19,944
Metal futures contracts – 17 – 17
Investment in equity instruments – – 503,000 503,000
Financial liabilities:
Metal futures contracts – 74,701 – 74,701
Cross currency swap – 4,613 – 4,613
Financial assets and liabilities at fair value classified by 12-31-2024 Ear Level 1 Level 2 Level 3 Total
ThUsS ThUSS$ ThUsSS ThUSS$
Financial assets:
Hybrid contracts with non-finalized price – 1,709,222 – 1,709,222
Cross currency swap – 64,006 – 64,006
Mutual funds shares 14,104 – – 14,104
Metal futures contracts – 169 – 169
Investment in equity instruments – – 579,127 579,127
Financial liabilities:
Metal futures contracts – 26,200 – 26,200
Cross currency swap – 18,228 – 18,228 reporting period.
F-69
17. Trade and other accounts payable
a) Details of trade accounts payable, sundry accounts payable and other current accounts payable are shown in the following table:
Current Liabilities
Item 9-30-2025 12-31-2024 ThUsS ThUsSS$
Trade creditors 1,624,349 1,527,544 Payables to employees 24,081 28,814 Withholdings 159,447 105,980 Withholding taxes 23,554 74,126 Other accounts payable 106,844 74,702 Total 1,938,275 1,811,166
Trade creditors mainly include operating accounts payable, and obligations associated with investment projects.
b) The following is a schedule of maturities of payments to trade creditors as of September 30, 2025 and December 31, 2024:
As of September 30, 2025 Amounts according to payment terms
Creditors with current due date Up to 30 days 31 – 60 61 – 90 91 – 120 121-365 366 and over
ThUSS ThUss ThUssS ThUsSS$ ThUSS$ ThUSS Goods 213,319 351 164 3 53 – Services 1,260,046 8,068 247 4,751 80 – Other 26,275 – – – – – Total 1,499,640
Total
ThUsSS$ 213,890 1,273,192 26,275
As of September 30, 2025 Amounts according to payment terms
Suppliers with overdue payments Upto 30 days 31 – 60 61 – 90 91 – 120 121-365 366 and over
ThUSS ThUss ThUssS ThUsSS$ ThUSS$ ThUSS Goods 35,901 410 1,538 290 708 2,858 Services 36,278 5,175 1,962 1,048 3,117 1,179 Other 657 7,988 117 317 595 10,854 Total 4,420
1,513,357
Total
ThUsSS$ 41,705 48,759 20,528
As of December 31, 2024 Amounts according to payment terms
Creditors with current due date Up to 30 days 31 – 60 61 – 90 91 – 120 121-365 366 and over
ThUSS ThUss ThUSsS ThUsSS$ ThUSS$ ThUSS Goods 543,344 252 142 3 74 – Services 890,746 8,853 213 5 110 – Other 26,520 3 – – – – Total 1,460,610
110,992
Total
ThUsSS$ 543,815 899,927 26,523
As of December 31, 2024 Amounts according to payment terms
Suppliers with overdue payments Upto 30 days 31 – 60 61 – 90 91 – 120 121-365 366 and over
ThUSS ThUss ThUSsS ThUsSS$ ThUSS$ ThUSS Goods 33,362 776 283 152 522 4,772 Services 4,540 3,854 1,450 1,053 1,475 1,341 Other 26 4 4 1 4 3,660 Total 37,928 1,206 2,001
1,470,265
Total
ThUsSS$ 39,867 13,713 3,699
F-70
57,279
18. Other provisions
The detail of other current and non-current provisions at the dates mentioned is as follows:
Current Non-current Other provisions 9-30-2025 12-31-2024 9-30-2025 12-31-2024 ThUSS ThUSS ThUSS ThUSS
Operating (1) 688,729 677,436 – – Marketing (2) 52,545 45,172 – – Law No. 13196 112,068 1,175 – – Other provisions 49,739 41,087 5,542 553 Closure, decommissioning and restoration (3) – – 2,132,799 2,182,184 Legal proceedings – – 52,111 49,907 Total 903,081 765,470 2,190,452 2,232,644
(1) Corresponds to provisions for purchases and services relating to the operation, not invoiced at the end of the period.
(2) Corresponds to provisions related to sales, which consider freight, stowage and unstowage expenses.
(3) Corresponds to provisions for future closure costs related mainly to tailings dams, closure of mine sites and other assets. This cost value is calculated at discounted present value, using cash flows relating to plans with an evaluation horizon ranging from 10 to 60 years. The rates used to discount future cash flows are calculated based on the Life of Mine LOM of each of the operations, distinguishing rates in UF for those obligations in Chilean pesos and rates in U.S. dollars for those obligations in U.S. dollars. These discount rates include the risks associated to the liability being determined, except for those included in the cash flows.
Below is a table with the discount rates used:
9-30-2025 12-31-2024
o. Dollar Dollar Division Local Currenc Local Currenc Currency Rate Rate y Currency Rate Rate y
Gabriela Mistral 2.41% 2.74% 2.42% 3.21% Andina 2.55% 3.49% 2.04% 3.50% Ministro Hales 2.55% 3.49% 2.14% 3.50% Chuquicamata 2.12% 3.69% 2.20% 3.61% Radomiro Tomic 2.68% 3.60% 2.20% 3.58% Salvador 2.72% 3.69% 2.20% 3.61% Teniente 2.84% 3.94% 2.20% 3.72% Ventanas 2.84% 3.94% 2.20% 3.72%
The Corporation determines and recognizes this liability in accordance with the accounting policy described in Note 2, letter 0) of section Il on Significant Accounting Policies.
The movement in Other provisions, non-current was as follows:
F-71
1-1-2025 1-1-2024
9-30-2025 12-31-2024 Other . Other o.
Movements . Provision for . . o. Provision for . .
Provisions, . Contingencies Total Provisions, . Contingencies Total site closure site closure non-current non-current ThUsSS$ ThUsSS$ ThUsSS$ ThUsS$ ThUsS$ ThUsSS$ ThUsS$ ThUsSS$ Opening balance 553 2,182,184 49,907 2,232,644 617 2,259,251 72,775 2,332,643 Closing provision adjustment – (169,976) – (169,976) – (4,992) – (4,992) Financial expenses – 47,559 – 47,559 – 60,459 – 60,459 Payment of liabilities – – (3,366) (3,366) – – (6,061) (6,061) Exchange rate difference 2 79,458 2,016 81,476 (14) (116,483) (8,568) (125,065) Other increases (decreases) 4,987 (6,426) 3,554 2,115 (50) (16,051) (8,239) (24,340)
Closing balance 5,542 2,132,799 52,111 2,190,452 553 2,182,184 49,907 2,232,644
19. Employee benefits
a) Provisions for post-employment benefits and other long-term benefits
Provision for post-employment benefits mainly corresponds to employee severance indemnities and medical care plans. The provision for severance indemnities recognizes the contractual obligation that the Corporation has with its employeesretirees. The provision for medical care plans recognizes the contractual obligation that the Corporation has with its retirees to cover their medical care costs. Both benefits operate within the regulatory framework set forth in the collective bargaining or other agreements between the Corporation and its employees.
These provisions are recorded in the statement of financial position at the present value of the estimated future obligations. The discount rate used is determined based on the rate of financial instruments corresponding to the same currency in which the obligations will be paid and with similar maturities.
The defined benefit obligations are denominated in Chilean pesos; therefore the Corporation is exposed to foreign exchange rate risk.
The results arising from adjustments and changes in actuarial variables are charged or credited to the statement of comprehensive income for the period in which they occur.
During the nine-month periods ended September 30, 2025, there were no relevant modifications to the post-employment benefit plans.
The following actuarial assumptions were used in the actuarial calculation of the defined benefit plans:
9-30-2025 12-31-2024 Assumptions Retirement della Retirement dali dla plan plan
Annual nominal discount rate 5.21% 5.21% 5.21% 5.21% Voluntary Annual Turnover Rate for Retirement (Men) 5.10% 5.10% 5.10% 5.10% Voluntary Annual Turnover Rate for Retirement (Women) 6.00% 6.00% 6.00% 6.00% Salary Increase (real annual average) 4.35% – 4.35% – Future rate of long-term inflation 3.00% 3.00% 3.00% 3.00% Expected inflation health care rate – 5.18% – 5.78% Mortality tables used for projections CB20-RV20 CB20-RV20 CB20-RV20 CB20-RV20 Average duration of future cash flows (years) 9.84 17.21 9.84 17.21 Expected Retirement Age (Men) 62 62 62 62 Expected Retirement Age (Women) 60 60 60 60
F-72 The discount rates correspond to the rates in the secondary market of government bonds issued in Chile. The projected annual inflation corresponds to an awareness above the long- term target publicly declared by the Central Bank of Chile and is derived from the market expectation as of December 31, 2024. The rotation rates have been determined after reviewing the Corporation’s own experience by studying the cumulative behavior of outflows over the last three years with respect to the current allocations. The expected rate of salary increases has been estimated using the long-term behavior of historical salaries paid by the Corporation. The mortality tables used were those issued by the CMF, which are considered an appropriate representation of the Chilean market given the lack of comparable statistical series to develop independent studies. The financial duration of the liabilities corresponds to the average maturity of the payment flows of the respective defined benefits.
b) The detail of current and non-current provisions for employment benefits as of the dates mentioned is as follows:
Current Non-current Employee benefits provisions 9-30-2025 12-31-2024 9-30-2025 12-31-2024 ThUsS ThUSsS ThUSsS ThUSsS
Employees’ collective bargaining agreements 155,566 208,477 – – Severance indemnities 31,236 29,337 566,564 541,545 Bonus 53,658 64,715 – – Vacation 164,035 159,532 – – Medical care programs 525 373 417,352 388,685 Retirement plans (see letter c.) 1,455 7,310 4,744 4,470 Other 23,927 20,803 6,630 6,660
430,402 490,547 995,290 941,360
The reconciliation of the balances of the provisions for post-employment benefits is presented below:
1-1-2025 1-1-2024
9-30-2025 12-31-2024 Movements Retirement Retirement Health Health plan plan plan plan ThUsS ThUSS ThUssS ThUSS Opening balance 570,882 389,058 617,624 452,817 Service cost 65,481 25,020 65,212 25,321 Finance cost 9,384 6,629 13,449 9,760 Paid contributions (69,761) (23,219) (52,178) (53,561) Actuarial (gains) losses (78) (2,549) 1,308 (4,718) Subtotal 575,908 394,939 645,415 429,619 Losses (Gains) on foreign exchange rate 21,892 22,938 (74,533) (40,561)
Closing balance 597,800 417,877 570,882 389,058
The balance of the defined benefit liability as of September 30, 2025, comprises a portion of ThUS$31,236 and ThUSS525 for the severance indemnity and the medical care plan, respectively. As of September 31, 2026, a balance of ThUSS584,501 has been projected for the provision for severance indemnities and ThUS$412.148 for health benefits The flows of compensation payments during the next twelve months reach an expected monthly average of ThUS$52,603 for severance indemnities and ThUSS$44 for health benefit plans.
F-73 The technical revaluation of the liability (actuarial gainloss defined under 1AS19) for severance indemnities and health plan benefits as of September 30, 2025 has been performed with a charge to equity, which is broken down into an actuarial gain of ThUSS78 and of ThUS$2,549, for severance indemnities and health plans.
The following is a review of the sensitivities of the provisions, when going from a medium scenario to a low or high scenario with unitary percentage variations, respectively, and both effects of reduction or increase on the book balance of these provisions:
Severance benefits for years of service Low Medium High Reduction – Increase Financial effect on interest rates 4.96% 5.21% 5.46% 1.46% -1.41% Financial effect on the real increase in income 4,10% 4.35% 4.60% -1.30% 1.33% Demographic effect of job rotations 4.69% 5.19% 5.69% -0.07% 0.10% Demographic effect on mortality tables -25.00% CB20-RV20 25.00% 0.00% 0.00%
Health benefits and other Low Medium High Reduction Increase Financial effect on interest rates 4.96% 5.21% 5.46% 2.81% -2.68% Financial effect on health inflation 5.28% 5.78% 6.28% -2.28% 2.39% Demographic effect, planned retirement age 60 58 6260 64 62 3.78% -3.63% Demographic effect on mortality tables -25.00% CB20-RV20 25.00% 10.49% -6.99%
c) Provisions for early retirement plans and termination bonuses
In accordance with its operating optimization programs to reduce costs and increase labor productivity by incorporating new current technologies andor better management practices, the Corporation has established employee retirement programs by amending certain employment contracts or collective union agreements to include benefits encouraging employees to early retire, for which the necessary provisions are made based on the accrued obligation at current value.
As of September 30, 2025 and December 31, 2024, there is a current balance of ThUS$1,455 and ThUS$ 7,310 respectively. Related non-current balances amount to ThUSS4,744 and ThUS$4,470 respectively. These amounts have been determined using a discount rate equivalent to that used for calculating employee benefits provisions and whose outstanding balances are part of the balances as of September 30, 2025 and December 31, 2024.
d) Employee benefits expenses
The employee benefit expenses recognized classified by nature are as follows:
Expense by Nature of Employee Benefits 1-1-2025 1-1-2024 7-1-2025 7-1-2024
9-30-2025 9-30-2024 9-30-2025 9-30-2024 ThUSS ThUSS ThUSS ThUSS Benefits – Short term (1,189,320) (1,101,996) (396,196) (384,346) Benefits – Post employment (25,020) (19,709) (15,138) (5,771) Early retirement plans and conflict termination bonuses (23,647) (11,103) (9,134) (3,075) Benefits for years of service (65,481) (47,318) (19,948) (12,747)
Total
(1,303,468)
(1,180,126) (440,416) (405,939)
F-74
20. Equity
The Corporation’s total equity as of September 30, 2025 is ThUS$11,220,865 (as of December 31, 2024 ThUS5$11,301,489 and as of September 30, 2024 is ThHUs$11.264.341).
In accordance with article 6 of Decree Law No. 1350 of 1976, it is established that, before March 30 of each year, the Board must approve the Corporation’s Business and Development Plan for the next three-year period. Taking that plan as a reference and bearing in mind the Corporation’s statement of financial position for the immediately preceding year and aiming to ensure its competitiveness before June 30 of each year the amounts that the Corporation shall allocate to the formation of capitalization and reserve funds will be determined by a reasoned decree of the Ministries of Mining and Treasury.
Net income shown in the Statement of Financial Position, after deducting the amounts referred to in the previous paragraph, shall belong to the State and become part of the Nation’s general income.
On June 22, 2022, the Ministry of Finance agreed with the Corporation to a four-year average reinvestment plan of 30% of profits between 2021 and 2024, to contribute to the financing of Codelco’s investment plan. Consistent with the above, on the same date, the Ministry of Finance issued exempt decree No. 194 which authorized the Corporation to allocate up to ThUS$582,750 of the net profits of year 2021 to the formation of capitalization and reserve funds. In accordance with the provisions of exempt decree No. 4 of January 2023, these resources were to be paid from the profits of fiscal years 2022 and 2023, prior to the absorption of advance dividends paid in excess in previous years and the provisional dividends of fiscal year 2022.
On July 17, 2023, the Ministry of Finance issued exempt decree No. 238 which authorized the Corporation to allocate up to ThUS$103,677 of the net profits of year 2022 to the formation of capitalization and reserve funds. This amount was to be paid from the profits of 2023 and subsequent years until the amount was fully covered.
As of December 31, 2023, a capitalization and reserve fund amounting to ThUS$345,589 was established, in accordance with Exempt Decree No. 194. As of December 31, 2024, a capitalization and reserve fund amounting to ThUS$103,677 was established in accordance with Exempt Decree No. 238.
As of September 30, 2025, and December 31, 2024, the Corporation maintains a balance in its favor for dividends paid in prior years that exceeded distributable profits, amounting to ThUSS373,654. As of September 30, 2025, dividends amounting to USS$200,000 were distributed from the profits of the 2025 fiscal year.
No dividends payable were recognized as of September 30, 2025, and December 31, 2024.
The Consolidated Statement of Changes in Equity presents the movements in the Corporation’s equity as of September 30, 2025.
F-75
b)
The movement and composition of other equity reserves is presented in the Consolidated Statement of Changes in Equity.
Reclassification adjustments from other comprehensive income to income for the years represented a loss of ThUS$44,939 and a loss of ThUSS6,189 during the nine-month periods ended September 30, 2025 and 2024, respectively.
Other reserves
Details of other equity reserves are shown in the following table, according to the dates indicated for each case.
9-30-2025 12-31-2024 Other reserves
ThUSS ThUSS Reserve on exchange differences on translation (11,862) (14,693) Reserve of cash flow hedges (23,120) (3,446) Capitalization fund and reserves 5,411,660 5,411,660 Actuarial results reserve in defined benefit plans (269,049) – (269,775) Fixed asset revaluation reserve Law 18110 year 1982 624,567 624,567
Reserve for financial assets measured at fair value with changes
Lo, (5,950) 20,694 in other comprehensive income
Other reserves (11,478) (11,643) Total other reserves 5,714,768 5,757,364
Non-controlling interests
The detail of non-controlling interests, included in total equity and total profit or loss, as of the dates mentioned, is as follows:
Non-controlling interests Equity Profit (Loss) Profit (Loss) OS 9-30-2025 12-31-2024 9-30-2025 12-31-2024 1-1-2025 1-1-2024 7-1-2025 7-1-2024
9-30-2025 9-30-2024 9-30-2025 9-30-2024 % % ThUSS ThUSS ThUSS ThUSS ThUsS ThUsSS Inversiones Gacrux SpA 32.20% 32.20% 714,660 701,803 11,428 14,226 5,926 (2,726) Other – – 36 41 (8) 16 (12) 10 Total 714,696 701,844 11,420 14,242
The percentage of non-controlling interest over equity of Inversiones Mineras Becrux SpA generates a non-controlling interest in the subsidiary Inversiones Gacrux SpA. Regarding the latter company, the figures related to its statement of financial position, statement of income and statement of cash flows are as follows:
Assets and liabilities 9-30-2025 12-31-2024
ThUSS ThUSS Current assets 197,454 134,445 Non-current assets 2,193,853 2,157,262 Current liabilities 173,957 112,058 Non-current liabilities 225,828 223,531
F-76
1-1-2025 1-1-2024 7-1-2025 7-1-2024 Profit (loss) 9-30-2025 9-30-2024 9-30-2025 9-30-2024 ThUSS ThUSS ThUSS ThUSS Income 558,153 514,589 210,816 109,280 Ordinary expenses and other (527,185) (474,896) (193,933) (119,251) (Loss) gain for the period 30,968 39,693 16,883 (9,971)
1-1-2025 1-1-2024 Cash flows 9-30-2025 9-30-2024 ThUss ThUSS Net cash flows from (used in) operating activities 26,272 15,807 Net cash flows from (used in) investing activities 311 337 Effects of exchange rate variation on cash and cash > (7) equivalents Cash and cash equivalents at the beginning of the period 15,680 18,201
Cash and cash equivalents at the end of the period
42,270 34,338
Revenue
Revenues from ordinary activities for the nine and three-month periods ended September 30, 2025 and 2024, were as follows:
1-1-2025 1-1-2024 7-1-2025 7-1-2024 Item 9-30-2025 9-30-2024 9-30-2025 9-30-2024 ThUSS ThUSS ThUSS ThUsS
Revenue from sales of own copper 11,259017 10,350,070 3,804,517 3,702,892 Revenue from sales of third-party copper 1,053,337 1,024,111 339,901 259,957 Revenue from sales of molybdenum 589,177 516,646 230,687 178,699 Revenue from sales of other products 463,135 434,279 158,530 144,853 Profit (loss) hedge instruments (135,659) (10,173) (64,527) (2,971)
Total 13,229,007
12,314,933 4,469,108 4,283,430
The Corporation’s revenue is recognized at a point in time.
The breakdown of revenue is presented in explanatory note No.26 Operating Segments.
Expenses by nature
The items in the Income Statement: Cost of Sales, Administrative Expenses, and Distribution Costs are composed of the following expense concepts presented based on their nature, during the nine and three-month periods ended September 30, 2025, and 2024:
1-1-2025 1-1-2024 7-1-2025 7-1-2024 Concepto 9-30-2025 9-30-2024 9-30-2025 9-30-2024 ThUSS ThUSS ThUSS ThUSS
Short-term benefits to employees (1,189,320) (1,101,996) (396,196) (384,346) Depreciation (1) (1,713,558) – (1,652,575) (572,042) (588,706) Amortization (121) (135) (49) (41) Raw Materials (1,923,005) (1,883,304) (611,209) (752,550) Materials, consumables and others (5,384,237) (4,980,764) (1,886,786) (1,673,857)
Total
(10,210,241)
F-77
(9,618,774)
(3,466,282)
(3,399,500)
23.
24.
(1) Depreciation includes the expense of Property, plant and equipment and right-of-use assets (see note 7b and note 8.1)
Asset impairment
As of September 30, 2025 and 2024, there are no indications of impairments or reversals of impairment for other cash-generating units or affiliates.
Other income and expenses
Other income and expenses by function for the nine and three-month periods ended
September 30, 2025 and 2024, is detailed below:
a) Otherincome:
Item
Penalties to suppliers Delegated Administration Miscellaneous sales (net) Insurance compensation for accidents Other miscellaneous income
Total
b) Other expenses:
Item
Law No. 13196
Law No. 21591 art.2 Royalty Ad Valorem
Research expenses (1)
Bonus for the end of collective bargaining (2)
Closing expense
Expense plan (see to note 18 letter c.) Punishment of investment projects Loss on disposal of fixed assets (*) Health plans (see to note 18 letter a.) Adjustment of inventory
Material obsolescence
Contingency expenses
Fixed indirect costs, low production level (4)
Adjustment severance indemnities (3) Other expenses Totales
1-1-2025
9-30-2025 ThUus$
2,649 4,490 16,784 10,342 34,265
1-1-2025
9-30-2025 ThUSS
(992,005)
(90,856)
(183,057)
(4,093)
(6,342)
(23,647)
(10,015)
(54,559)
(25,020)
(10,606)
(25,653)
(3,584)
(294,519)
(15,064)
(31,348)
(1,770,368)
1-1-2024
9-30-2024 ThUs$
6,061 4,139 1,278 39,698 11,626 62,802
1-1-2024
9-30-2024 ThUSS
(942,801)
(84,744)
(140,219)
(229,891)
(2,516)
(11,103)
(43,020)
(5,538)
(19,709)
(6,852)
(21,703)
(208,802)
(14,098)
(21,320)
(1,752,316)
7-1-2025
9-30-2025 Thus$
500 1,403 6,571 6,102 14,576
7-1-2025
9-30-2025 ThUSS
(336,455)
(31,370)
(61,813) 719
(6,342)
(9,134)
(840)
(53,632)
(15,138)
(1,353)
(7,528)
(4,533)
(189,687)
(7,437)
(5,857)
(730,400)
7-1-2024
9-30-2024 ThUSS 1,727 1,377
(5,677) 319 5,265 3,011
7-1-2024
9-30-2024 ThUSS
(326,629)
(30,365)
(49,935)
(144,545)
(336)
(3,075)
1
(1,606)
(5,771)
(4,375)
(4,852)
(27,272)
(263)
(14,482)
(*) An estimated asset loss of ThUS$46,968 is included as a result of the seismic event that occurred on July 31, 2025 in the El Teniente Division.
F-78
(1) Study expenses include exploration expenses (see note 7 letter f), pre-investment studies and research and technological innovation expenses.
(2) Corresponds to disbursements for the closing of a collective bargaining process, which do not establish a permanence condition.
(3) Corresponds to the restatement of severance indemnities liabilities associated with the portion earned by employees in prior years.
(4) Break down .by division for this concept is as follows:
1-1-2025 1-1-2024 7-1-2025 7-1-2024
Division 9-30-2025 9-30-2024 9-30-2025 9-30-2024
ThUSsS ThUS$S ThUSsS ThUSsS Andina (3,213) – (3,213) – Chuquicamata (20,142) (16,285) – – Ventanas (564) (7,679) – (564) Ministro Hales (1,262) – (1,262) – Gabriela Mistral (13,071) – (9,055) – Salvador (143,918) (103,166) (72,399) (26,574) Teniente (**) (107,570) (5,466) (102,832) (134) Radomiro Tomic (4,779) (76,206) (926) – Total fixed indirect costs, low production level ¡PELESE)) (208,802) (189,687)
(**) Includes fixed costs for ThHUS$99,286 incurred during the periods of shutdown and recovery of production levels due to the seismic event that occurred on July 31, 2025 in the El Teniente Division.
c) Law No. 13196
Law No. 13196 – Under this law, the return in foreign currency of sales abroad of the Corporation’s actual income from its copper production, including by-products, is taxed at 10%.
On September 26, 2019, Law No. 21174 was published, which repeals Law No. 13196 and establishes that the 10% tax (rate still in effect as of September 30, 2025) to the tax benefit provided by the Corporation will subsist for a period of nine years, decreasing from the tenth year 2.5% per year until reaching 0% at the beginning of the thirteenth year.
25. Finance costs
Finance costs during the nine and three-month periods, ended September 30, 2025 and 2024, is detailed below:
1-1-2025 1-1-2024 7-1-2025 7-1-2024
Item 9-30-2025 9-30-2024 9-30-2025 9-30-2024 ThUSS ThUSsS ThUSS ThUSsS
Bond interest (493,288) (500,793) (162,207) (158,644) Bank loan interest (67,750) (54,917) (26,655) (18,185) Restatement of severance indemnity provision (9,384) (9,928) (3,147) (3,426) Restatement of other non-current provisions (6,629) (7,368) (2,153) (2,486) Closing provision update (47,559) (45,689) (16,374) (15,478) Other (73,767) (67,325) (20,580) (22,167)
Total (698,377) (686,020) (231,116) (220,386)
F-79
26. Operating segments
In section Il “Significant Accounting Policies, it has been indicated that, for the purposes of IFRS 8, “Operating Segments”, these are determined according to the Divisions that comprise Codelco. In addition, the Parent Company’s revenues and expenses are distributed among the defined segments.
The mining deposits in operation, where the Corporation conducts its extractive and processing activities are managed by the following Divisions: Chuquicamata, Radomiro Tomic, Ministro Hales, Gabriela Mistral, Salvador, Andina and El Teniente. Ventanas is added to these divisions, which, only in the refining area. All these Divisions have a separate operational management, which reports to the Chief Executive Officer through the Vice- President of Operations. The information on each Division and their corresponding mining deposits is as follows:
Chuquicamata
Types of mine sites: Open pit mines and underground mines
Operating: since 1915
Location: Calama, Il Region de Antofagasta. Chile
Products: electro refined and electrowon cathodes and copper concentrate.
Radomiro Tomic
Types of mine sites: Open pit mines
Operating: since 1997
Location: Calama, Il Region de Antofagasta. Chile
Products: electrowon copper cathodes and copper concentrate.
Ministro Hales
Types of mine sites: Open pit mines
Operating: since 2014
Location: Calama, Il Region de Antofagasta. Chile.
Products: Calcined copper, copper concentrates.
Gabriela Mistral
Types of mine sites: Open pit mines
Operating: since 2008
Location: Calama, Il Region de Antofagasta. Chile Products: Electrolytic (electro-obtained) cathodes.
Salvador
Type of mines: Underground and open pit mines
Operating: since 1926
Location: Salvador, IIll Region de Atacama. Chile.
Products: Electro refined and electrolytic (electro-obtained) copper cathodes and copper concentrate.
F-80 Andina
Type of mines: Underground and open pit mines Operating: since 1970
Location: Los Andes, V Region de Valparaíso. Chile.
Product: Copper concentrate.
El Teniente
Type of mines: Underground and open pit mines
Operating: since 1905.
Location: Rancagua, VI Region del Libertador General Bernardo O’Higgins. Chile.
Products: copper concentrate and copper anodes.
a) Allocation of Head Office revenue and expenses
Main revenue and expenses items controlled by the Head Office are allocated to the Divisions based on following criteria.
Revenue and Cost of Sales of Head Office commercial transactions
The results from commitments derived from the reception, processing andor purchase of concentrates from Codelco to Enami are distributed based on the ordinary income of each Division.
Finance Costs The financial costs are distributed in proportion to the mining project investments made by each Division
Contribution to the Chilean Treasury under Law No. 13196
The amount of the contribution is allocated and accounted for in proportion to the invoiced and recorded amounts for copper and sub-product exports of each Division, that are subject to the surcharge.
Tax income benefit (expense)
Income tax benefit (expense) Corporate income tax under D.L. 2.398 and the Royalty Mining Margin Tax, are allocated based on the income before income taxes of each Division, considering for this purpose the income and expenses allocation criteria of the Head Office and subsidiaries mentioned above.
Other tax expenses are allocated in proportion to the corporate income tax, the Royalty Mining Margin Tax (Specific Tax on Mining Activities until 2023) and tax under D.L. 2.398 of each Division.
b) Transactions between segments
Transactions between segments mainly related to products processing services (or tolling services), are recognized as revenue for the segment rendering the tolling services and as the cost of sales for the segment that receives the service. Such recognition is made in the period in which these services are rendered, as well as its elimination in the consolidated corporate financial statements.
F-81 Additionally, the reallocation of the profit and loss assumed by Ventanas Division, associated with the corporate mineral processing contract between Codelco and Enami, in which a distribution is applied based on the revenue of each division is included as a transaction between segments.
c) Cash flows by segments
The operating segments defined by the Corporation, maintains a cash management function which refers mainly to operational activities that need to be covered periodically with funds constituted in each of these segments and whose amounts are not significant in relation to corporate balances of cash and cash equivalents.
Conversely, activities such as obtaining financing, investment and payment of relevant financial obligations are mainly based at the Head Office.
F-82 Segments
Revenue from sales of own copper Revenue from sales of third-party copper Revenue from sales of molybdenum Revenue from sales of other products Profit (loss) hedge instruments
Revenue between segments
Revenue
Cost of sales of own copper
Cost of sales of third-party copper
Cost of sales of molybdenum
Cost of sales of other products
Cost of sales between segments
Cost of sales
Gross profit (loss)
Other income, by function
Distribution costs
Administrative expenses
Other expenses, by function
Law No. 13196
Other gains (losses)
Finance income
Financial costs
Impairment loss under IFRS 9
Share in the profit (loss) of associates and joint ventures accounted for using the equity method Exchange gains (losses) in foreign currencies Profit (loss) before tax
Income tax expense
Profit (loss)
Chuquicamata
ThUss 2,807,823 2,015 259,104 157,286
(32,215) 93,579 3,287,592
(2,328,544)
(2,324)
(62,009)
(141,661)
(212,752)
(2,747,290) 540,302 7,547
(5,044)
(32,341)
(88,750)
(241,249)
189
(205,048)
(26,471)
(50,865) 20,571
(30,294)
R. Tomic
Thuss 2,074,288
88,040
(27,741) 1,587 2,136,174
(1,449,671)
(49,099)
97,182
(1,401,588) 734,586 880
(605)
(18,790)
(20,560)
(196,838)
(55)
(29,560)
(10,830) 458,228
(318,326) 139,902
Salvador
ThUuss 623,400 61,934
88,773
(5,444) 17,313 785,976
(532,676)
(57,014)
(82,345)
(45,302)
(717,337) 68,639 8,550
(2,640)
(15,249)
(144,943)
(48,021)
639
(35,392)
(224)
(11,348)
(179,989) 119,681
(60,308)
Andina
ThUuss 1,242,005
46,639 402
(48)
1,685 1,290,683
(922,038)
(25,994)
(75)
(6,329)
(954,436) 336,247 2,999
(466)
(23,070)
(46,266)
(116,668)
(277)
(110,212)
(589)
(49,842)
(8,144) 4,129
(4,015)
F-83
El Teniente
ThUuss$ 2,413,237
151,315 118,441
(29,805)
(19,309) 2,633,879
(1,323,395)
(36,722)
(46,374) 42,911
(1,363,580) 1,270,299 4,030
(3,722)
(52,198)
(221,933)
(201,318)
474
(259,297)
(1,554)
(46,006) 488,775
(342,336) 146,439 from 1-1-2025 to 9-30-2025
Ventanas
Thuss 332,597
27,249
(9,685)
39,007 389,168
(320,612)
(24,693)
(65,862)
(411,167)
(21,999) 1,659
(907)
(5,736)
(2,969)
(29,368)
261
(6,902)
(4,970)
(70,931) 47,652
(23,279)
G. Mistral
Thuss 594,081
(12,131)
581,950
(554,816)
(894)
(555,710) 26,240 904
(1,017)
(21,119)
(26,303)
(56,687)
2
(16,405)
491
(93,894) 64,443
(29,451)
M. Hales
ThUuss 1,171,586
43,539
(5,422) 23,934 1,233,637
(802,542)
(3,810) 16,198
(790,154) 443,483
(2,247)
(606)
(19,597)
(14,502)
(101,856)
(2,098)
(28,709)
(7,385) 266,483
(180,197)
86,286
Total Segments ThUSsS 11,259,017 63,949 545,098 435,690
(122,491) 157,796 12,339,059
(8,234,294)
(59,338)
(173,824)
(298,958)
(174,848)
(8,941,262) 3,397,197 24,322
(15,007)
(188,100)
(566,226)
(992,005)
(865)
(691,525)
(2,367)
(156,361) 809,663
(584,383) 225,280
Other
ThUsS 989,388 44,079 27,445
(13,168)
(157,796) 889,948 4,057
(979,822)
(27,548)
(28,028) 174,848
(856,493) 33,455 9,943
(4,324)
(205,055)
(212,137)
29,166 50,448
(6,852)
(596)
87,113
16,104
(202,735) 134,531
(68,204)
Total Consolidated ThUsS$
11,259,017 1,053,337 589,177 463,135
(135,659)
13,229,007
(8,230,237)
(1,039,160)
(201,372)
(326,986)
(9,797,755) 3,431,252 34,265
(19,331)
(393,155)
(778,363)
(992,005) 29,166 49,583
(698,377)
(596)
84,746
(140,257) 606,928
(449,852) 157,076
Segmentos
Revenue from sales of own copper Revenue from sales of third-party copper Revenue from sales of molybdenum Revenue from sales of other products Profit (loss) hedge instruments
Revenue between segments
Revenue
Cost of sales of own copper
Cost of sales of third-party copper
Cost of sales of molybdenum
Cost of sales of other products
Cost of sales between segments
Cost of sales
Gross profit (loss)
Other income, by function
Distribution costs
Administrative expenses
Other expenses, by function
Law No. 13196
Other gains (losses)
Finance income
Financial costs
Impairment loss under IFRS 9
Share in the profit (loss) of associates and joint ventures accounted for using the equity method Exchange gains (losses) in foreign currencies Profit (loss) before tax
Income tax expense
Profit (loss)
Chuquicamata
Thuss 3,130,986 2,294 288,028 144,685
(3,762) 78,505 3,640,736
(2,535,416)
(2,136)
(72,001)
(124,370)
(128,028)
(2,861,951) 778,785 37,852
(3,958)
(32,669)
(65,143)
(322,955)
954
(218,532)
21,789 196,123
(141,851)
54,272
R. Tomic
ThUss$ 1,877,490
29,571
(2,553)
1,904,508
(1,335,268)
(22,710) 47,754,
(1,310,224) 594,284 2,736
(1,482)
(23,047)
(144,908)
(166,818)
(119)
(27,448)
7,565 240,763
(158,027)
82,736
Salvador
ThUss$ 389,838
95,830
(2,521) 31,661
514,808
(421,333)
(96,775)
(116,705)
(634,813)
(120,005)
1,577
(1,350)
(8,525)
(123,396)
(35,609)
232
(27,930)
375
3,195
(311,436) 217,365
(94,071)
Andina
ThUSS 1,224,407 58,665 1,611
(235) 4,362 1,288,810
(848,300)
(19,259)
(133) 3,411
(864,281) 424,529 1,440
(566)
(22,830)
(61,025)
(124,832)
(512)
(101,632)
137
7,232
121,941
(90,247) 31,694
F-84 from 1-1-2024 to 9-30-2024 El Teniente Ventanas ThUS$ ThUS$
2,017,662 224,711
– 54,666
114,063 – 86,333 48,854
735 (988) 18,908 38,189
2,237,701 365,432
(1,164,298) (212,592)
– (68,400)
(28,466) –
(42,132) (55,722)
25,645 (30,305)
(1,209,251) (367,019)
1,028,450 (1,587) 5,701 670
(4,016) (1,817)
(53,014) (6,031)
(180,853) (16,379)
(145,996) (26,065)
1,099 (20)
(257,591) (5,680)
(206) –
95,211 2,722
488,785 (54,187)
(350,909) 37,680
137,876
(16,507)
G. Mistral
ThUss$ 754,066
(996)
753,070
(534,623)
(1,960)
(536,583) 216,487
938
(1,160)
(18,944)
(10,153)
(73,896)
1
(16,960)
(650) 95,663
(62,192) 33,471
M. Hales
ThUss$ 730,910
40,315 147 38,110 809,482
(656,706)
(3,049)
(11,008)
(670,763) 138,719
(99)
(740)
(17,476)
(27,944)
(46,630)
(26)
(26,131)
1,017 20,690
(15,352)
5,338
Total Segments ThUsSS$ 10,350,070 56,960 490,327 417,628
(10,173) 209,735 11,514,547
(7,708,536)
(70,536)
(142,436)
(322,181)
(211,196)
(8,454,885) 3,059,662 50,815
(15,089)
(182,536)
(629,801)
(942,801)
1,609
(681,904)
306
138,081 798,342
(563,533) 234,809
Other ThUSS
967,151 26,319 16,651
(209,735)
800,386
3,404
(940,029)
(19,016)
(32,105) 211,196
(776,550) 23,836 11,987
(2,069)
(187,645)
(179,714)
33,814 103,326
(4,116)
(663)
84,123
(68,977)
(186,098) 178,701
(7,397)
Total
Consolidated
ThUss$
10,350,070
1,024,111 516,646 434,279
(10,173)
12,314,933
(7,705,132)
(1,010,565)
(161,452)
(354,286)
(9,231,435)
3,083,498
62,802
(17,158)
(370,181)
(809,515)
(942,801) 33,814
104,935
(686,020)
(663)
84,429
69,104 612,244
(384,832) 227,412
The assets and liabilities related to each operating segment, including the Corporation’s corporate center (Head Office) as of September 30, 2025 and December 31, 2024, are detailed in the following tables:
Category Chuquicamata Radomiro Tomic ThUSS$ Thuss Current assets 1,526,445 926,819 Non-current assets 11,748,646 3,058,393 Current liabilities 857,135 443,268 Non-current liabilities 495,930 319,955 . Radomiro Category Chuquicamata .
Tomic ThUSS$ Thuss Current assets 1,366,947 745,893 Non-current assets 11,150,367 2,766,543 Current liabilities 756,612 332,108 Non-current liabilities 499,192 319,172
Salvador
Thuss 261,491
3,552,073 245,697 256,993
Salvador
Thuss 358,069
3,152,282 234,449 256,971
Revenues segregated by geographic area are as follows:
Revenue per geographical areas
Total revenue from domestic customers Total revenue from foreign customers Total
Revenue per geographical areas
China Rest of Asia Europe América Other Total
9-30-2025 Andina El Teniente Ventanas G. Mistral M. Hales Other ThUs$ ThUs$ ThUs$ ThUSS ThUsS ThUss 381,825 762,505 169,378 256,847 460,959 1,670,695 6,038,080 11,232,954 139,006 1,030,089 3,253,438 5,654,292 357,612 526,044 143,180 174,803 214,541 1,914,006 1,073,576 771,285 74,608 133,869 144,245 32,756,323
12-31-2024 Andina El Teniente Ventanas G. Mistral M. Hales Other ThUs$ ThUs$ ThUs$ ThUSS ThUsS ThUss 303,165 1,047,921 87,148 288,618 414,135 1,834,592 5,839,384 10,497,705 138,115 931,028 3,203,373 5,575,433 306,281 610,974 112,828 152,178 171,519 2,281,273 1,058,953 771,200 87,902 117,355 141821 30,188,441
1-1-2025 1-1-2024 7-1-2025 7-1-2024
9-30-2025 9-30-2024 9-30-2025 9-30-2024 ThUsSs ThUss$ ThUSS$ ThUsSs 1,601,301 1,730,517 645,797 735,684 11,627,706 10,584,416 3,823,311 3,547,746 13,229,007 12,314,933 4,469,108 4,283,430
1-1-2025 1-1-2024 7-1-2025 7-1-2024
9-30-2025 9-30-2024 9-30-2025 9-30-2024 ThUSS$ ThUsSs ThUSS ThUSS$ 2,363,996 2,453,920 938,502 685,637 1,994,209 2,124,074 600,302 673,660 4,486,403 4,147,544 1,453,393 1,562,291 4,034,150 3,194,558 1,387,267 1,272,341 350,249 394,837 89,644 89,501 13,229,007 12,314,933 4,469,108 4,283,430
Total Consolidated
ThUuss
6,416,964 45,706,971
4,876,286 36,026,784
Total Consolidated
ThUuss
6,446,488 43,254,230
4,958,222 33,441,007
During the nine and three-month periods ended, September 30, 2025 and 2024, there was no revenue from ordinary activities from transactions with a single customer representing 10 percent or more of the Corporation’s revenue from ordinary activities.
F-85
27.
28.
29.
Exchange difference Exchange differences during the nine and three-month periods ended, September 30, 2025 and 2024, are as follows:
1-1-2025 1-1-2024 7-1-2025 7-1-2024
Profit (loss) from foreign exchange differences
9-30-2025 9-30-2024 9-30-2025 9-30-2024 recognized in income
ThUSS ThUSS ThUSS ThUSS Exchange Rate Difference lAS Provision (21,892) 14,589 16,340 (26,197) Exchange Rate Difference Health Plan Provision (22,938) 750 5,698 (24,948) Exchange Rate Difference Provision for Mine Closure (79,458) 3,642 28,391 (60,214) Exchange Rate Difference Contingencies Provision (2,016) 2,414 1,372 (2,648) Exchange Rate Difference Other (13,953) 47,709 15,021 (22,061) Total exchange difference (140,257) 69,104 66,822 (136,068)
Statement of cash flows
The following table shows the items that comprise other collections and payments from operating activities in the Statement of Cash Flows:
1-1-2025 1-1-2024
Other collections from operating activities 9-30-2025 9-30-2024 ThUSS$ ThUSS$ VAT Refund 2,233,774 1,774,164 VAT and Others 371,998 464,690 Total
1-1-2025 1-1-2024 Other payments from operating activities 9-30-2025 9-30-2024 ThUSS$ ThUSS$ Contribution to Chilean treasury Law No.13196 (881,112) (982,484) Sales coverages (139,044) (20,123) VAT and other similar taxes paid (1,653,224) – (1,486,209) Total (2,673,380) (2,488,816)
During the nine-month periods ended September 30, 2025 and 2024, no direct cash capital contributions were received.
Risk management
Corporación Nacional del Cobre de Chile has created instances within its organization that seek to generate strategies to minimize the financial risks to which it may be exposed.
The risks to which Codelco is exposed and a brief description of the management procedures that are carried out in each case, are described below.
a. Financial risks e Exchange rate risk:
F-86 According to IFRS 7, exchange rate risk is understood to be the risk that arises from financial instruments that are denominated in foreign currencies, that is, a currency other than the Corporation’s functional currency (US dollar).
Codelcos activities that generate this exposure correspond to funding in UF, accounts payable and receivable and provisions in Chilean pesos, other foreign currencies used in its business operations and obligations with employees.
Most transactions in currencies other than USS are denominated in Chilean pesos. Also, there is another portion in Euro, which corresponds mainly to a long-term loan issued through the international market, which exchange rate risk is mitigated with hedging instruments (Swap).
Taking into consideration the financial assets and liabilities as of September 30, 2025 as the base, a fluctuation (positive or negative) of 10 Chilean pesos against the U.S. dollar (keeping the other variables constant), could affect profits before taxes by US$ 32 million in profit or loss, respectively. This result is obtained by identifying the main items (including assets and financial liabilities) denominated in foreign currencies in order to measure the impact on profit or loss that a variation of +- 10 Chilean pesos would have in terms of USS, with respect to the closing exchange rate at the end of the reporting period.
There are operating and investment expenses that are subject to price-level restatements associated with inflationary adjustments in the economic environment in which the Corporation operates. The Corporation periodically monitors the effects of these price-level restatements on its results in order to detect unusual situations that could have a significant financial impact.
Based on current conditions, the Corporation has not entered into, nor does it intend to enter into, derivative contracts specifically to hedge the effects discussed in the preceding paragraph.
If financial assets and liabilities are considered as of September 30, 2025, a 1% fluctuation (positive or negative) in the value of UF in Chilean pesos (with all other variables held constant) could affect the pre-tax result by an estimated US$ 15 million loss or gain, respectively. This result is obtained by identifying the main items affected by exchange differences, both financial assets and liabilities, in order to measure the impact on income that a 1% variation in the value of the UF, used at the date of presentation of the financial statements, would have.
e Interest rate risk: This risk arises from interest rate fluctuations in Codelco’s investment and financing activities. This movement can affect future cash flows or the market value of fixed rate financial instruments.
These rate variations refer to U.S. dollar variations, mostly with respect to the SOFR rate.
To manage this risk, Codelco maintains an adequate combination of fixed and variable rate
F-87 debt, which is complemented by the possibility of using interest-rate derivatives to meet the strategic guidelines defined by Codelco*s Vice-Presidency of Finance.
It is estimated that, based on net debt at September 30, 2025, a one percentage point change in the interest rates of credit financial liabilities subject to variable interest rates would result in a change in annual interest expense of approximately USS19 million, before taxes. This estimation is made by identifying the liabilities assigned variable interest, accrued at the end of the financial statements, which may vary with a change of one percentage point in variable interest rates.
The concentration of obligations that Codelco maintains at fixed and variable rates at September 30, 2025, corresponds to a total of ThUS$21,430,143 and ThUSS3,123,471 respectively.
b. Market risk.
e Commodity price risk:
As a result of its commercial operations and activities, the Corporation’s income is mainly exposed to the volatility of copper prices and certain sub-products such as gold and silver.
Copper and molybdenum sales contracts generally establish provisional sales prices at the time of shipment of such products, while the final price will be considered based on a monthly average price determined by the market for future periods. At the reporting date, sales of provisionally priced products are adjusted to fair value and the effect is recorded in the results of operations for the period. Forward prices at the period-end are used for copper sales, while period-end average prices are used for molybdenum concentrate sales due to the absence of an assets futures market. (See Note 2.q) “Income from Activities Ordinary Procedures from Contracts with Customers of section ll Main Accounting Policies).
As of September 30, 2025, if the future price of copper fluctuates by + – 5% (with the other variables constant), the result would be +- US$ 154 million before taxes as a result of setting the mark to market of sales revenue to provisional prices in effect as of September 30, 2025 (MTMF 299). For the estimate indicated, all of those physical sales contracts were valued according to the monthly average immediately following the close of the financial statements, and proceeds to be estimated regarding what the final settlement price would be if there is a difference of + – 5% with respect to the future price known to date for this period.
In order to protect cash flow and adjust, where necessary, its sales contracts to its trade policy, the Corporation holds operations in futures markets. At the date of presentation of these financial statements, these contracts are adjusted to fair value, recording this effect, at the settlement date of the hedging transactions as part of net product sales. (See letter
r. of section Il Main Accounting Policies)
The Corporation has not entered into any hedging transactions with the specific purpose of hedging the price risk caused by fluctuations in prices of production inputs.
F-88
c. Liquidity risk
The Corporation ensures that it has sufficient resources, such as pre-approved credit lines (including refinancing), in order to meet short-term requirements, after considering the necessary working capital for its operations and any other commitments it has.
In this sense, the Corporation maintains resources at its disposal sufficient to meet its obligations, whether in cash, liquid financial instruments or credit facilities.
In addition, the Finance Department constantly monitors the Corporation’s cash flow projections based on short- and long-term projections and available financing alternatives.
In addition, the Corporation estimates that it has enough headroom to increase the level of borrowing for the normal requirements of its operations and investments established in its development plan.
In this context, according to current existing commitments with creditors, the cash requirements to cover financial liabilities classified by maturity and presented in the statement of financial position are detailed as follows:
Maturity of financial liabilities as of Less than Between one Over
9-30-2025 1 year five years years
ThUSS ThUSsS ThUSS Loans from financial entities 477,095 1,169,681 1,929,613 Bonds 619,270 4,272,238 16,085,717 Derivatives 46,779 – 32,535 Other financial liabilities – – 105,470 Total 1,143,144 5,441,919 18,153,335
d. Credit risk
This risk comprises the possibility that a third party does not fulfill its contractual obligations, thereby causing a loss for the Corporation.
Given the Corporation’s sales policy, principally with cash and advance payments and bank letters of credit, the uncollectible of client debt balances is minimal. This is complemented by the familiarity the Corporation has with its clients and the length of time it has operated with them. Therefore, the credit risk of these transactions is not significant.
The indications with respect to the payment conditions to the Corporation are detailed in every sales contract and the negotiation management is under the charge of the Commercial Vice-Presidency.
In general, the Corporation’s other accounts receivable have a high credit quality according to the Corporation’s evaluations, based on each debtor’s solvency analysis and payment history.
The maximum exposure to credit risk as of September 30, 2025 is represented by the financial asset items presented in the Corporation’s Statement of Financial Position.
F-89 The Corporation’s accounts receivable does not include customers with balances that could be classified as a significant concentration of debt and would represent a material exposure for Codelco. This exposure is distributed among many clients and other counterparties.
In the customer items, the provisions, which are not significant, are included based on the review of the outstanding balances and characteristics of the clients, destined to cover eventual insolvencies.
Explanatory note 2 “Trade and other receivables” shows past due and not provisioned balances.
The Corporation estimates that unimpaired amounts overdue over 30 days are recoverable based on clients historical payment behavior and their existing credit ratings.
As of September 30, 2025 and December 31, 2024, there are no receivable balances that have been renegotiated.
Codelco works with major banks, which have high national and international ratings, and continually assesses them; therefore, the risk that could affect the availability of the Corporation’s funds and financial instruments is not significant.
Also, in some cases, to minimize credit risk, the Corporation has contracted credit insurance policies through which it transfers to third parties the commercial risk associated with some aspects of its business.
During the nine-month periods ended September 30, 2025 and for year ended December 31, 2024, no guarantees have been executed in relation to ensure the collection of third party debt.
Personnel loans mainly relate to mortgage loans, according to programs included in union agreements, which are paid for through payroll discounts.
e. Other relevant risks
In addition to market, credit, and liquidity risks, Codelco has identified other relevant risks that, due to their strategic, operational, or emerging nature, could impact the achievement of business objectives, long-term sustainability, or operational continuity. These risks are systematically monitored through a risk management framework aligned with international best practices, including ISO 31000, ISO 31050, and COSO ERM. Oversight is provided through periodic reviews by the Audit, Compensation, and Ethics Committee, as well as Senior Management. During the period Januay – September of 2025, monitoring continued on key exogenous variables that may influence the business, such as geopolitical developments, extreme weather events, and global systemic cyberattacks. The risk management program acknowledges that risk appetite and exposure may evolve over time, and actions are taken to respond to such changes in accordance with the prevailing context.
F-90
30. Derivatives contracts
The Corporation has entered transactions to hedge cash flows, to minimize the risk of foreign exchange rate variations and sales price variations, detailed as follows:
a. Exchange rate hedge
The Corporation maintains an exposure associated with its foreign exchange hedging operations, the balance of which corresponds to a net deferred tax profit recognized in equity amounting to ThUS$3,020 as of September 30, 2025.
The following table shows details of the fair value and other information of the financial hedges contracted by the Corporation:
September 30, 2025
Type of Hedged item Bank derivative contract Bond UF Maturity 2026 JP Morgan London Branch (England) Swap Bond AUD Maturity 2039 Santander (Chile) Swap Bond HKD Maturity 2034 HSBC Bank PLC (England) Swap Total December 31, 2024 Type of Hedged item Bank derivative contract Bond UF Maturity 2025 JP Morgan London Branch (England) Swap Bond UF Maturity 2026 JP Morgan London Branch (England) Swap Bond AUD Maturity 2039 Santander (Chile) Swap Bond HKD Maturity 2034 HSBC Bank PLC (England) Swap
Total
Maturity
8-24-2026
7-22-2039
11-7-2034
Maturity
4-1-2025
8-24-2026
7-22-2039
11-7-2034
September 30, 2025
Financial Currency Hedged item obligation Fair value PET Amortized Hedging hedged item cost instrument ThUss ThUss ThUsS$ ThUs$ ThUuss$ US$ 410,287 406,212 10,902 417,747 (406,845) US$ 46,330 49,266 (3,937) 43,368 (47,305) US$ 64,260 63,792 3,270 67,013 (63,743)
520,877 519,270 10,235 528,128
(517,893)
December 31, 2024
Financial Currency Hedged item AMicor Fair ETS PEZ Amortized Hedging hedged item cost instrument ThUss ThUss ThUsS$ ThUsS$ ThUsS$ USS 266,017 208,519 59,871 273,767 (213,896) USS 385,532 406,212 (10,669) 396,066 (406,735) USS 43,548 49,266 (5,443) 40,704 (46,147) USS 64,400 63,792 4,135 63,852 (59,717)
759,497 727,789 47,894 774,389 (726,495)
As of September 30, 2025, the Corporation does not maintain cash deposit guarantee balances for these operations.
The current methodology for valuing currency swaps uses the bootstrapping technique based on mid-swap rates to construct (zero) curves in functional currencies other than the functional currency and USS, respectively, based on market information.
The notional amounts held by the Corporation for financial derivatives are detailed below:
F-91 September 30, 2025
Notional amount of contracts Lessthan90 Over90 Total Total
a . Currency 1to 3 years 3to 5 years Over 5 years with final maturity days days current non-current ThUS$ ThUS$ ThUsS ThUSS ThUSS ThUS$ ThUS$ Currency derivatives US$ 2,091 422,198 424,289 7,719 7,719 139,429 154,867
December 31, 2024
Notional amount of contracts Lessthan90 Over90 Total Total
e . Currency 1to 3 years 3to 5 years Over 5 years with final maturity days days current non-current ThUss ThUss ThUsS ThUsSS$ ThUss$ ThUSS$ ThUSS$ Currency derivatives USS 227,722 10,969 238,691 428,148 7,719 141,198 577,065 . Cash flows hedging contracts and commercial policy adjustment
The Corporation trades in the copper, gold and silver derivative markets and records its results upon termination. These results are added to or deducted from sales revenues or to the cost of sales, depending on whether they are hedges of sales or purchase contracts, respectively. As of September 30, 2025, these operations generated a net negative effect on results of ThUS$139,037 of which ThUSS135,659 (loss) relates to hedges of physical sales and ThUS$S3,378 (loss) relates to hedges of physical purchases.
b.1. Commercial flexibility operations of copper contracts lts objective is to adjust the price of sales to the Corporation’s sales policy, which is defined according to the London Metal Exchange. As of September 30, 2025, the Corporation has copper derivative transactions associated with 266,490 metric tons of fine copper. These hedging transactions are performed as part of the Corporation’s commercial policy.
The contracts in force as of September 30, 2025 show a negative balance of ThUSS72,920 the final result of which can only be known upon the maturity of these operations, after the offsetting between the hedging operations and the revenues from the sale of the hedged products. In relation to these contracts, as of September 30, 2025, the Corporation does not maintain cash deposit guarantee balances.
The operations settled between January 1 and September 30, 2025 generated a net negative effect on results of ThUS$135,773 of which ThUSS134,070 (loss) relates to hedges of physical sales and ThUS$1,703 (loss) relates to hedges of physical purchases.
b.2. Trade operations of current gold and silver contracts.
As of September 30, 2025, the Corporation holds derivative contracts for gold amounting to MOZT 7,190 and silver amounting to MOZT 86,896.
The contracts in force as of September 30, 2025, show a negative exposure of ThUSS1,764, the final result of which can only be known upon the maturity of these operations, after the offsetting between hedging operations and the revenues from the sale of the hedged products. These hedging operations have maturities up until March
2026.
F-92 In the nine-month period ended September 30, 2025, the Corporation settled gold and silver operations that generated a net negative effect on results of ThUS$3,264, of which ThUSS 1,589 relate to physical sales contracts and ThUS$ 1,675 relate to physical purchase contracts.
b.3. Cash flow hedging operations backed by future production.
The Corporation has no outstanding transactions as of September 30, 2025, arising from these operations, which protect future cash flows by locking in price levels for the sale of part of its production.
The following tables set forth the maturities of metal hedging activities, as referred to in point b above:
Maturity date
Total September 30, 2025 2025 2026 2027 2028 2029 Upcoming ThUSS ThUSS ThUSS ThUSS ThUSS ThUSS ThUSS Flex com cobre (asset) 17 1,354 – – – – 1,371 Flex com cobre (liability) (13,568) (49,458) (11,265) – – – (74,291) Flex com GoldSilver (1,732) (32) – – – – (1,764) Total (15,283) (48,136) (11,265) Maturity date Total December 31, 2024 2025 2026 2027 2028 2029 Upcoming ThUSS ThUSS ThUSS ThUSS ThUSS ThUSS ThUSS Flex com cobre (asset) 168 1 – – – – 169 Flex com cobre (liability) (21,893) (4,307) – – – – (26,200) Total (21,725) (4,306) September 30, 2025 Maturity date All fi in th ds of metri Total ÓN 2025 2026 2027 2028 2029 Upcoming tonsounces Copper Futures [MT] 56.530 187.960 22.000 – – – 266.490 GoldSilver Futures [ThOZ] 67.053 27.033 – – 94.086 December 31, 2024 Maturity date All fi in th ds of metri Total PANELES. MEA 2025 2026 2027 2028 2029 Upcoming tonsounces Copper Futures [MT] 226.440 41.675 – – 268.115
GoldSilver Futures [ThOZ] – – – – – – –
31. Contingencies and restrictions
a) Lawsuits and contingencies
There are various lawsuits and legal actions initiated by or against the Corporation, which derive from its operations and the industry in which it operates. In general, these are civil, tax, labor and mining litigations, all related to the Corporation’s activities.
In the opinion of Management and its legal advisors, the lawsuits where the Corporation is being sued and could have negative results do not represent significant loss contingencies or cash flows. Codelco defends its rights and makes use of all the corresponding legal and procedural instances and resources.
F-93 The most relevant lawsuits filed by Codelco relate to the following matters:
– Tax Proceedings: There is a tax proceeding for liquidation No.141 of tax year 2015 and Exempt Resolution No. 89 of 2016 issued by the Internal Revenue Service (SII), for which the Corporation presented the corresponding appeals, which were received and resolved in favor of the Tax and Customs Courts, a resolution that was appealed by the SII.
– Labor lawsuits: Labor proceedings brought by the workers against the Corporation, regard to occupational diseases, labor accidents and other matters.
– Mining proceedings and others arising from the operation: The Corporation has been participating, and will probably continue to participate, as plaintiff and defendant in given court proceedings involving its mining operation and activities, through which it seeks to exercise certain actions or set up certain defenses in relation to given mining concessions that have been established or are in the process of being established, as well as also with regard to its other activities. These proceedings currently do not involve any given amount and do not have any essential effect on Codelcos development.
As of September 30, 2025, there are arbitration lawsuits pending final judgment, between Codelco and Consorcio Belaz Movitec SpA, and as of today, the arbitral award has not yet been issued.
During the nine-month periods the years ended September 30, 2025 and 2024, there are no lawsuits or other proceedings representing 10 percent or more of the Corporation’s total outstanding lawsuits.
At the date of issuance of these interim consolidated financial statements, the Codelco faces various lawsuits and legal actions against it for a total of approximately ThUS$265,284 corresponding to 964 cases, with an estimated loss amount of ThUS$52,145. According to the estimate made by the legal advisors of the Corporation, 895 cases, which represent
92.84% of the universe, have associated probable loss results amounting to ThUS$S52,105 (Additionally, with the same probable results, there is 1 cases for ThUSS6 arising from subsidiaries). There are also 42 cases, representing 4.36% for an amount of ThUS5$21, for which it is less likely than not, that the ruling will be against the Corporation. For the remaining 27 cases, representing 2.80% for an amount of ThUSS109, the Corporation’s legal advisors consider an unfavorable result to be remote.
For litigation with probable loss and its costs, there are the necessary provisions, which are recorded as contingency provisions. (see note No 18)
b) Other commitments .
. Law No. 19993 dated December 17, 2004, modified on March 6, 2023, establishing that the Corporation must ensure that the smelting and refining capacity required is maintained, without any restriction and limitation, for treating the products of the small and medium mining sector sent by ENAMI, under the form of toll production or another form agreed upon by the parties.
F-94 li. Obligations with the public for bond issues means that the Corporation must meet certain restrictions related to limits on pledges and leaseback transactions on its principal assets and on its ownership interest in subsidiaries.
The Corporation has complied with these conditions as of September 30, 2025 and 2024.
li. The Corporation maintains electricity supply contracts with third parties that include take-or-pay clauses, under which it is obligated to pay a minimum amount, regardless of actual energy consumption. These payments are recognized as an expense in the income statement when incurred.
– – On January 20, 2010, the Corporation signed two energy supply contracts with Colbún
S.A., which includes energy and power sales and purchases for a total of 510 MW of power, for the Andina, El Teniente, Salvador, and Ventanas Divisions.
The contracted power for supplying these Divisions is comprised by two contracts: e Contract No.1 for 176 MW, current until December 2029.
e Contract No.2 for 334 MW, current until December 2044. This contract is based on energy production from Colbún’s Santa María thermal power station. On October 27, 2022, Codelco signed an amendment to the contract which, among other provisions, will allow the replacement of coal-based electricity supply with renewable energy.
This transition will be implemented gradually, disengaging from the Santa María Power Plant, and starting January 1, 2026, the contract will provide 1,000 GWhyear of renewable energy.
For the supply of electricity to the Chuquicamata worksite, the following contracts with Engie remain in effect: e Contract No. 1 (originally signed with CTA), effective since 2012, for a capacity of 80 MW, expiring in 2032.
e Contract No. 2, effective from January 2018 through December 2035, for a capacity of 200 MW.
On May 3, 2024, Codelco signed Amendment No. 5 to Contract No. 1, through which the parties agreed to commercial changes to the contract, along with its decarbonization starting in 2026.
On August 26, 2011, Codelco entered into two electricity supply contracts with AES Andes.
The first was for the Ministro Hales Division, for a capacity equivalent to 99 MW, and the second for the Radomiro Tomic worksite, for a maximum capacity of 145 MW. Both contracts are set to expire on July 31, 2028.
In December 2022, the respective agreements were renegotiated and signed. The agreement implies the modification of the original contracts and a new renewable sources contract effective from 2023 to 2040.
On February 28, 2024, Codelco signed three corporate electricity supply contracts based on renewable energy with the companies Atlas Energía Dos SpA, Colbún S.A. and Innergex
F-95 Energía Renovable SpA, which start their supply on January 1, 2026 and have a termination date of December 31, 2040. The contract with Atlas Energía Dos is for 375 GWhyear of energy, the contract with Colbún is for 1100 GWhyear of energy and finally the contract with Innergex Energía Renovable is for 350 GWhyear of energy.
On March 14, 2025, Codelco entered into two corporate electricity supply contracts based on renewable energy with GM Developments SpA and GR Power Chile SpA. Both contracts will commence supply on January 1, 2026, and are set to expire on December 31, 2040.
The contract with GM Developments SpA covers 1000 GWhyear of energy, while the contract with GR Power Chile SpA covers 550 GWhyear of energy.
iv. On November 11, 2011, Law No. 20551 was published in the Official Journal, which regulates the tasks and closure of mining facilities. Additionally, on November 22, 2012, the Supreme Decree No. 41 of the Minister of Mining, which approves the Regulations of this Law, was published in the Official Gazette.
This law requires the Corporation, among other requirements, to provide financial guarantees to the State to ensure the implementation of closure plans. It also establishes the obligation to make contributions to a fund which aims to cover the costs of post-closure activities.
The Corporation, in accordance with the regulations, delivered in 2014 to the National Geology and Mining Service (SERNAGEOMIN) the mine closure plans for each of the eight divisions of Codelco. These closure plans were developed under the transitional regime of the Law, specified for mining companies affected by the general application procedure, which are those with extraction capacity > 10,000 tonsmonth, and that at the date of entry into force of the Law were in operation, and with a closure plan previously approved under the Mining Safety Regulation D.S. No. 132.
All these transitional closure plans were approved in 2015 in accordance with the provisions established in the Law.
In compliance with the updated schedule, Codelco approved in 2021 the updated closure plans for the El Teniente, Radomiro Tomic, Ministro Hales, and Gabriela Mistral Divisions.
During 2022, the Corporation obtained approval for the updated closure plans of the Salvador and Andina Divisions. Codelco has provided the corresponding guarantees committed under all approved closure plans, in accordance with their latest effective updates.
As of September 30, 2025, the Corporation has agreed guarantees for an annual amount of UF 89.511.666, to comply with the aforementioned Law No. 20551 (see note No. 32).
v. On August 24, 2012, Codelco through its subsidiary Inversiones Mineras Nueva Acrux SpA (Nueva Acrux) (whose minority shareholder is Mitsui), signed a contract with Anglo American Sur S.A. Under this contract, Codelco agreed to sell a portion of its annual copper production to the mentioned subsidiary, who in turn agrees to pulrchase such production.
Such annual portion is determined by the share of Codelcos indirect subsidiary, Inversiones Mineras Becrux SpA (also shared ownership with Mitsui), maintained for the shares of Anglo-American Sur S.A.
F-96
32.
In turn, the subsidiary Nueva Acrux agrees to sell to Mitsui, the products purchased under the agreement described in the preceding paragraphs.
The contract expiration will occur when the shareholders agreement of Anglo-American Sur S.A. ends or other events related to the completion of mining activities of the company take place.
vi. On September 22, 2025, Codelco executed the loan of ThUSS466,000, following the financing agreement signed on March 28, 2025, with the Japan Bank for International Cooperation. This loan is part of an alliance aimed at ensuring a stable supply of copper concentrates to Japan, with a commitment to ship a cumulative total of at least 240,000 metric tons in three-year rolling periods throughout the loan’s duration.
Guarantees
The Corporation as a result of its activities has received and given guarantees.
The following tables list the main guarantees given to financial institution:
Direct Guarantees provided to Financial Institutions and other
9-30-2025 12-31-2024 Creditor of the guarantee Type of guarantee Currency Maturity Quantity ThUS$ ThUSS
Attorney and Tax Prosecutor Carlos Felix Judicial agreement and settlement UF 3-17-2025 1 – 1,157 Attorney and Tax Prosecutor Carlos Felix Judicial agreement and settlement UF 3-17-2026 1 1,231 – Attorney and Tax Prosecutor Carlos Felix Judicial agreement and settlement CLP 3-17-2025 1 – 16,368 Attorney and Tax Prosecutor Carlos Felix Judicial agreement and settlement CLP 3-17-2026 1 16,948 – Road Directorate Construction project UF 5-2-2025 2 – 894 Ministry of National Assets Project of explotation UF 6-10-2026 6 48 48 Ministry of Public Works Construction project UF 1-22-2025 1 – 247 Ministry of Public Works Construction project UF 9-13-2025 1 – 1,018 Ministry of Public Works Construction project UF 9-28-2025 1 – 527 Ministry of Public Works Construction project UF 12-19-2025 1 818 769 Ministry of Public Works Construction project UF 12-31-2024 1 – 22,804 Ministry of Public Works Construction project UF 12-31-2025 1 24,268 22,804 Ministry of Public Works Construction project UF 3-10-2025 1 – 3,262 Ministry of Public Works Construction project UF 4-30-2026 1 401 377 Ministry of Public Works Construction project UF 6-30-2025 1 – 3 Ministry of Public Works Construction project UF 7-1-2026 1 2,249 2,113 Ministry of Public Works Construction project UF 1-2-2027 1 2,611 2,454 Ministry of Public Works Construction project UF 3-10-2026 1 3,471 – Ministry of Public Works Construction project UF 1-22-2027 1 263 – Ministry of Public Works Construction project UF 5-8-2026 2 4 – Ministry of Public Works Construction project UF 9-29-2027 1 560 – Ministry of Public Works Construction project CLP 1-22-2027 1 2,286 – Sernageomin Environment UF 2-17-2025 4 – 392,119 Sernageomin Environment UF 5-3-2025 8 – 656,048 Sernageomin Environment UF 11-11-2025 4 377,584 354,801 Sernageomin Environment UF 11-14-2025 3 228,174 214,406 Sernageomin Environment UF 11-27-2025 4 373,887 351,326 Sernageomin Environment UF 12-2-2025 10 1,020,464 958,891 Sernageomin Environment UF 12-16-2025 1 180,047 169,183 Sernageomin Environment UF 9-17-2025 1 – 62,888 Sernageomin Environment UF 2-17-2026 5 464,182 – Sernageomin Environment UF 5-4-2026 7 954,360 152,174 Sernageomin Environment UF 9-17-2026 1 73,855 – Municipality of Santiago Project of explotation CLP 12-31-2025 1 28 27 Municipality of Santiago Project of explotation CLP 10-31-2025 1 68 65 Antofagasta Railway Company PLC Construction project UF 11-15-2025 1 159 150 Gasoducto Norandino SpA Construction project US$ 1-30-2025 1 – 10,000 Gasoducto Norandino SpA Construction project US$ 7-31-2025 1 – – Aguas de Antofagasta S.A. Construction project UF 8-31-2025 1 – 270 Aguas de Antofagasta S.A. Construction project UF 3-27-2026 1 287 – SERVIU Antofagasta Region Construction project UF 4-22-2026 1 98
Total
F-97
3,728,351 3,397,193 As for the documents received as collateral, they cover mainly obligations of suppliers and contractors related to the various development projects. At September 30, 2025 and December 31, 2024, the balance of these guarantees is ThUSS1,558,790 and ThUSS1,483,455, respectively.
33. Balance in foreign currency
a) Assets by Currency
9-30-2025
. . Other Non-indexed Assets national and foreign currency US Dollars Euros . U.F. TOTAL currencies ChS
ThUSS$ ThUSS$ ThUSS$ ThUSS ThUsSS$ ThUSS Current assets Cash and cash equivalents 965,761 13,533 8,210 232,997 5,038 1,225,539 Other financial assets, current (399,368) – – 1 410,288 10,921 Other non-financial assets, current 42,030 442 518 7,087 – 50,077 Trade and other receivable, current 1,956,371 155,317 171 348,289 9,977 2,470,125 Accounts receivable from related entities, current 7,802 – – – – 7,802 Inventories, current 2,650,169 – – – – 2,650,169 Current tax assets 1,903 73 – 355 – 2,331 Total current assets 5,224,668 169,365 8,899 588,729 425,303 6,416,964 Non-current assets Investments accounted for using equity method 3,021,736 – – – – 3,021,736 Property, plant and equipment 39,894,085 – 40 7,807 – 39,901,932 Deferred tax assets 98,569 – 92 14,362 – 113,023 Other assets 2,212,414 – 65,124 349,699 43,043 2,670,280 Total non-current assets 45,226,804 – 65,256 371,868 43,043 – 45,706,971 Total assets 50,451,472 169,365 74,155 960,597 468,346 52,123,935
12-31-2024
. . Other Non-indexed Assets national and foreign currency US Dollars Euros . U.F. TOTAL currencies ChS
ThUSS$ ThUSS ThUSS$ ThUSS ThUsSS$ ThUSS Current assets Cash and cash equivalents 574,243 6,025 8,397 92,155 – 680,820 Other financial assets, current (103,117) – – 1 266,017 162,901 Other non-financial assets, current 28,144 385 367 2,262 4 31,162 Trade and other receivable, current 2,162,222 157,278 635 783,311 1,284 3,104,730 Accounts receivable from related entities, current 30,384 – – – – 30,384 Inventories, current 2,434,677 – – – – 2,434,677 Current tax assets 939 72 – 803 – 1,814 Total current assets 5,127,492 163,760 9,399 878,532 267,305 6,446,488 Non-current assets Investments accounted for using equity method 2,934,150 – – – – 2,934,150 Property, plant and equipment 37,541,472 – 24 4,443 – 37,545,939 Deferred tax assets 89,104 – 157 13,675 – 102,936 Other assets 2,255,167 567 65,046 315,482 34,943 2,671,205 Total non-current assets 42,819,893 567 65,227 333,600 34,943 43,254,230
Total assets
F-98
47,947,385
164,327
74,626
1,212,132
302,248
49,700,718
b) Liability by type of currency:
National and foreign currency liabilities
Current liabilities
Other financial liabilities, current Lease liabilities, current
Trade and other payables, current
Accounts payable to related entities, current
Other short-term provisions
Current tax liabilities
Provisions for employee benefits, current Other non-financial liabilities, current Total current liabilities
Non-current liabilities
Other financial liabilities, non-current Lease liabilities, non-current
Non-current payables
Other long-term provisions
Deferred tax liabilities
Current and non-current tax liabilities Employee benefit provision, non-current Total non-financial liabilities, non-current Total non-current liabilities
Total liabilities
National and foreign currency liabilities
Current liabilities
Other financial liabilities, current Lease liabilities, current
Trade and other payables, current
Accounts payable to related entities, current
Other short-term provisions
Current tax liabilities
Provisions for employee benefits, current Other non-financial liabilities, current Total current liabilities
Non-current liabilities
Other financial liabilities, non-current Lease liabilities, non-current
Non-current payables
Other long-term provisions
Deferred tax liabilities
Employee benefit provision, non-current Total non-financial liabilities, non-current Total non-current liabilities
Total liabilities
US Dollars
ThUss$
730,611 65,318 1,560,005 204,312 518,791 28,36 3,108 22,782 3,133,663
23,531,744 73,701
757 988,947 8,950,565
4,383 3,371 33,553,468
36,687,131
Euros
ThUss$
26,074
3,274
29,348
29,348
U.F.
ThUs$
412,533 9,561 46,591
16,631
485,316
41,193
1,130,792
339,800 1,511,785
1,997,101
TOTAL
ThUss$
1,143,144 184,818 1,938,275 204,312 903,081 29,048 430,402 43,206 4,876,286
23,595,254 266,013 3,197 2,190,452 8,972,383 995,290 3,595 36,026,784
40,903,070
US Dollars
ThUss$
1,275,596 47,890 1,577,616 147,778 427,368 20,789 2,919 19,776 3,519,732
21,227,128 63,240
758 964,732 8,694,413 4,182 2,034 30,956,487
Euros
ThUss$
23,815
93,055
116,870
17,407
17,407
9-30-2025 Other Non-indexed currencies ChS ThUS$ ThUsS 468 109,471 1,314 304,291 1,411 362,974 93 219
– 427,294 45 20,379 3,331 1,224,628 63,510 – 937 150,182
– 3,040
– 70,713 115 21,703
– 651,107
– 224 64,562 896,969 67,893 2,121,597
12-31-2024 Other Non-indexed currencies ch$ ThUSS$ ThUS$ 10 – 532 82,587 2,715 160,280 9,539 218,417 148 962 271 487,357 95 19,460 13,310 969,063 63,598 – 271 132,461
– 4,086
– 60,917 168 21,639
– 625,320
– 216 64,037 844,639
U.F.
Thus$
266,487 8,929 46,740
17,091
339,247 4,118 35,466 1,206,995 311,858
1,558,437
TOTAL
ThUss$
1,542,093 139,938 1,811,166 147,778 765,470 21,899 490,547 39,331 4,958,222
21,312,251 231,438 4,844 2,232,644 8,716,220 941,360 2,250 33,441,007
34,476,219
F-99
134,277
77,347
1,813,702
1,897,684
38,399,229
34.
35.
Sanctions As of September 30, 2025 and December 31, 2024, neither Codelco Chile or its Directors and Managers have been sanctioned by the CMF or any other administrative authorities.
The environment
Each of Codelcos operations is subject to national, regional and local regulations related to protection of the environment and natural resources, including standards relating to water, air, noise and disposal and transportation of dangerous residues, among others. Chile has introduced environmental regulations that have obligated companies, including Codelco, to carry out programs to reduce, control or eliminate relevant environmental impacts.
Codelco has executed and shall continue to execute a series of environmental projects to comply with these regulations.
Pursuant to the Letter of Values approved in 2024, Codelco is governed by a series of internal policies and regulations that frame its commitment to the environment, among which is the Corporate Sustainable Development Policy (2021).
Under a Corporate Environmental Management System, the divisions, structure their efforts in order to comply with the commitments assumed by the corporation’s environmental policies, incorporating elements of planning, operating, verifying and reviewing activities. As of September 30, 2025, Codelco is certified under the ISO 14001:2015 Standard, which is applicable to all its divisions.
To comply with the Circular No. 1901 of 2008 of the CMF, the details of the Corporation’s main expenditures related to the environment during the periods from January 1 to September 30, 2025 and 2024, respectively, and the projected future expenses are stated below:
Future committed disbursements
Disbursements 9-30-2025 9-30-2024 AY eme Project Thus$ Assets Item of Asset dBesiiiton Thus$ Thus$ status Expenditure Expenditure Chuquicamata
Codelco Chile Acid plants In progress 10,270 Expenditure Operating expenditure 15,266
Codelco Chile Solid waste In progress 11815 Expenditure Operating expenditure 930
Codelco Chile Tailings In progress 19,713 Expenditure Operating expenditure 12,343
Codelco Chile Water treatment plant In progress 8,570 Expenditure Operating expenditure 35,176
Codelco Chile Environmental monitoring In progress 1,073 Expenditure Operating expenditure 247 Codelco Chile Normalization drainage system drill hole Completed – Asset Property, plant and equipment 366 – Codelco Chile Standardization TKS Hazardous Substances Feed DS 43 In progress 3,770 Asset Property, plant and equipment 102 2,896 Codelco Chile Construction IX stage Talabre tranque In progress 88,971 Asset Property, plant and equipment 66,229 212,896 Codelco Chile Hydrogeological well authorization Completed – Asset Property, plant and equipment 142 – Codelco Chile Mine Pile Dome Collapse Repair In progress 7,839 Asset Property, plant and equipment 8,092 74,204 Codelco Chile Construction of Thickened Tailings Talabre Stage 1 In progress 45,430 Asset Property, plant and equipment 34,944 1,186,787 Codelco Chile Emergency Thickeners T5 and T6 In progress 1,183 Asset Property, plant and equipment – 16,601 Codelco Chile Emergency Control Infiltration In progress 2,580 Asset Property, plant and equipment 26,822 Codelco Chile Emergency Fuel Recovery In progress 164 Asset Property, plant and equipment – 1,823 Total Chuquicamata Division 191,378 173,837 1,522,029 Subtotal 191,378 173,837 1,522,029
F-100
Estimated date
2025 2025 2025 2025 2025 2024 2025 2026 2024 2026 2029 2027 2026 2026 (Continuation)
Disbursements 9-30-2025 9-30-2024 Future committed Company Project name Project Thus$ ALS Item of Asset (Essiatas Thus$ Thus$ Estimated status Expenditure Expenditure date Salvador Codelco Chile Tailings In progress 7,843 Expenditure Operating expenditure 7,194 – 2025 Codelco Chile Acid plants In progress 44,090 Expenditure Operating expenditure 57,207 – 2025 Codelco Chile Solid waste In progress 3,137 Expenditure Operating expenditure 310 – 2025 Codelco Chile Water treatment plant In progress 1,583 Expenditure Operating expenditure 1,489 – 2025 Codelco Chile Compliance with DS 43 storage of dangerous substances Completed – Asset Property, plant and equipment 7,473 – 2024 Codelco Chile Standardization of Sulfuric Acid Supply Completed – Asset Property, plant and equipment 2,327 – 2024 Codelco Chile Black Smoke Operational Putting Into Operation In progress 3,695 Asset Property, plant and equipment 1,565 – 2025 Codelco Chile Black Smoke Operational Putting Into Operation In progress 2,391 Asset Property, plant and equipment – 293,754 2028 Total Salvador Division 62,739 77,565 293,754 Andina Codelco Chile Solid waste In progress 11894 Expenditure Operating expenditure 2,158 – 2025 Codelco Chile Water treatment plant In progress 4,602 Expenditure Operating expenditure 3,773 – 2025 Codelco Chile Tailings In progress 91,101 Expenditure Operating expenditure 76,784 – 2025 Codelco Chile Acid drainage In progress 31,016 Expenditure Operating expenditure 40,492 – 2025 Codelco Chile Environmental monitoring In progress 916 Expenditure Operating expenditure 1,464 – 2025 Codelco Chile Sustainability and external matters management In progress 1,949 Expenditure Operating expenditure 1,452 – 2025 Codelco Chile Implementation of the catchment system for rafts tove Completed – Asset Property, plant and equipment 198 – 2024 Codelco Chile North extended ballast deposit In progress 54,496 Asset Property, plant and equipment 83,823 76,266 2026 Codelco Chile Standard Instruments Tranque Los Leones In progress 502 Asset Property, plant and equipment 1,653 – 2025 Codelco Chile Recirculated water system ovj-cord dam Completed – Asset Property, plant and equipment 2,144 – 2024 Codelco Chile Replacement of transformers into oil In progress 2,532 Asset Property, plant and equipment 721 4,475 2026 Codelco Chile Priority Structural Risks In progress 1,199 Asset Property, plant and equipment 916 5,199 2026 Codelco Chile Emergency transfer tank In progress 2,187 Asset Property, plant and equipment 1,191 15,820 2027 Total Andina Division 192,394 216,769 101,760 El Teniente Codelco Chile Acid plants In progress 74,262 Expenditure Operating expenditure 71,121 – 2025 Codelco Chile Solid waste In progress 2,382 Expenditure Operating expenditure 2,914 – 2025 Codelco Chile Water treatment plant In progress 9,704 Expenditure Operating expenditure 10,147 – 2025 Codelco Chile Tailings In progress 54,120 Expenditure Operating expenditure 50,170 – 2025 Codelco Chile Caren reservoir stage 8 and 9 In progress 41,152 Asset Property, plant and equipment 50,741 184,078 2027 . Construction of Complementary Water Works Tranque .
Codelco Chile In progress 1,153 Asset Property, plant and equipment 3,294 2,847 2025 Barahona 2 Codelco Chile Slaughterhouse Pumping System Restoration In progress 471 Asset Property, plant and equipment 5,086 19,404 2026 Codelco Chile Standardization of Slurry and Pulp Piping In progress 483 Asset Property, plant and equipment 973 5,564 2026 . Improvement of Wastewater Containment and Pumping .
Codelco Chile In progress 110 Asset Property, plant and equipment 120 1,124 2025 Infrastructure Codelco Chile Standardization of Storage System In progress 97 Asset Property, plant and equipment – 3,658 2027 Total El Teniente Division 183,934 194,566 216,675 Gabriela Mistral Codelco Chile Solid waste In progress 2,211 Expenditure Operating expenditure 3,468 – 2025 Codelco Chile environmental consulting In progress – Expenditure Operating expenditure 12 – 2025 Codelco Chile Water treatment plant In progress – Expenditure Operating expenditure 2 – 2025 Codelco Chile Standardization of hazardous and non-hazardous CMRS Completed – Asset Property, plant and equipment 132 – 2024 Total Gabriela Mistral Division 2,211 3,614 – Ventanas Codelco Chile Acid plants In progress 187 Expenditure Operating expenditure 1,578 – 2025 Codelco Chile Solid waste In progress 1,1216 Expenditure Operating expenditure 620 – 2025 Codelco Chile Environmental monitoring In progress 682 Expenditure Operating expenditure 706 – 2025 Codelco Chile Water treatment plant In progress 5,545 Expenditure Operating expenditure 5,432 – 2025 Total Ventanas Division 7,630 8,336 – Radomiro Tomic Codelco Chile Solid waste In progress 281 Expenditure Operating expenditure 1,261 – 2025 Codelco Chile Environmental monitoring In progress 107 Expenditure Operating expenditure 69 – 2025 Codelco Chile Effluent treatment plant In progress 755 Expenditure Operating expenditure 812 – 2025 Codelco Chile Construction of community works In progress 1,194 Asset Property, plant and equipment 3,015 22,919 2026 Total Radomiro Tomic Division 2,337 5,157 22,919 Ministro Hales Codelco Chile Solid waste In progress 2,546 Expenditure Operating expenditure 2,306 – 2025 Codelco Chile Effluent treatment plant In progress 176 Expenditure Operating expenditure 149 – 2025 Codelco Chile Silica shed extension and dome control room In progress 3,061 Asset Property, plant and equipment 6,149 9,902 2026 Codelco Chile Construcción Parador Ruta 21CH-Fact In progress 42 Asset Property, plant and equipment 138 – 2025 Codelco Chile Design and construction of slabs In progress 25 Asset Property, plant and equipment – 616 2026 Total Ministro Hales Division 5,850 8,742 10,518 Ecometales Limited Ecometales Limited Smelting powders leaching plant In progress 923 Expenditure Operating expenditure 1,196 1,273 2025 Ecometales Limited Smelting powders leaching plant In progress 17 Expenditure Operating expenditure 19 34 2025 Subsidiary Ecometales Limited 940 1,215 1,307 Sociedad de Procesamiento de Molibdeno Limitada Molyb Environmental Monitoring In progress 100 Expenditure Operating expenditure 63 – 2025 Molyb Waste Transport and Management In progress 903 Expenditure Operating expenditure 877 – 2025 Subsidiary Sociedad de Procesamiento de Molibdeno Limitada 1,003 940 – Subtotal Total 650,416 690,741 2,168,962
F-101
36. Subsequent Events
On October 2, 2025, Codelco secured financing as part of its major investment plan by reopening bonds totaling USS1.4 billion. This transaction involved the reopening of bonds originally issued in January 2025, with maturities of 10 years (CDEL 2035) and 30 years (CDEL 2055), offering yields of 5.393% and 6.230%, respectively.
Management of the Corporation is not aware of any other significant financial or non- financial events that could affect these financial statements, which may have occurred between October 1, 2025, and the issuance date of these interim consolidated financial statements as of October 30, 2025.
Rubén Alvarado Vigar Alejandro Sanhueza Díaz Chief Executive Officer Chief Financial Officer Juan Ogas Cabrera Cristóbal Parrao Cartagena Accounting Manager Accounting Director
F-102 pwce
INDEPENDENT AUDITOR’S REPORT (A free translation from the original in Spanish)
Santiago, March 27, 2025
To the President and Directors of Corporación Nacional del Cobre de Chile
Opinion
We have audited the consolidated financial statements of Corporación Nacional del Cobre de Chile and its subsidiaries, which comprise the consolidated statements of financial position as of December 31, 2024 and 2023, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of Corporación Nacional del Cobre de Chile and its subsidiaries as of December 31, 2024 and 2023, and the results ofits operations and its cash flows forthe years then ended in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board.
Basis for Opinion
We conducted our audits in accordance with Generally Accepted Auditing Standards in Chile. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of Corporación Nacional del Cobre de Chile and its subsidiaries and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Corporación Nacional del Cobre de Chile and its subsidiaries ability to continue as a going concern for at least, but not limited to, twelve months from the end of the reporting period.
Oficinas
Santiago: Av. Isidora Goyenechea 2800, piso 10, Torre Titanium, Las Condes Viña del Mar: Av. Libertad 1405, of. 1704, Edificio Coraceros Concepción: Chacabuco 1085, pisos 8 y 9, Edificio Centro Sur Puerto Montt: Benavente 550, piso 10, Edificio Campanario
Oficina de parte: Av. Andrés Bello 2711, piso 1, Torre de la Costanera, Las Condes, Santiago
Teléfono Central: (56) 9 3861 7940 www.pwc.cl F-103 pwce
Santiago, March 27, 2025 Corporación Nacional del Cobre de Chile 2
Auditor’s Responstbilities for the Audit of the consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with Generally Accepted Auditing Standards in Chile will always detect a material misstatement when it exists. The risk of not detectinga material misstatement resulting from fraud is higherthan for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influencethejudgment made by a reasonable user based on the consolidated financial statements.
In performing an audit in accordance with Generally Accepted Auditing Standards in Chile, we: e Exercise professional judgment and maintain professional skepticism throughout the audit.
e Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks.
Such procedures include examining, on atest basis, evidence regardingthe amounts and disclosures in the consolidated financial statements.
e Obtain an understanding of internal control relevant to the audit in orderto design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Corporación Nacional del Cobre de Chile and its subsidiaries internal control.
Accordinoly, no such opinion is expressed.
e Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.
e Concludewhether, in ourjudgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Corporación Nacional del Cobre de Chile and its subsidiaries ability to continue as a going concern for a reasonable period of time.
F-104 pwce
Santiago, March 27, 2025 Corporación Nacional del Cobre de Chile 3
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timingof the audit, significant audit findings, and any internal control significant deficiency and material weakness that we identified during the audit.
DocuSigned by: ao do] % Huurtrirasl rogar)
9C2893C6DC264A1…
Juan Carlos Pitta De C.
RUT: 14.709.125-7
F-105 CODELCO – CHILE
Consolidated financial statements as of December 31, 2024 (A free translation from the original in Spanish)
F-106 CONTENT
CONSOLIDATED FINANCIAL STATEMENTS (A free translation from the original in Spanish)
INDEPENDENT AUDITOR’S REPOR To.ooonccccnooncccnnonocconionoccccooocorooooocoroooccrrononcorano non crono nr rr nano n rr rana o rr rra n rra F-103 CONSOLIDATED STATEMENTS OF FINANCIAL POSITION ionnnoccccccccccccccncoooocccnccnaooooccccccccccoccooooccconnnnnonnncos F-109 CONSOLIDATED STATEMENTS OF INCOME ..occcccccccconoonnccccccccccccnnnnococcnnnnnnnonncccrcrnnnccorroroncccnnsnnannnncrrrrnnnnnnns F-111 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME …..cccccccccccococccnnonocoocccccccccccccnocooccononoooonccos F-112 CONSOLIDATED STATEMENTS OF CHANGES IN EQUlT innanncccccconoccccnncccccccoccconanccccocoooooooonccnccnoroccnnncnnnoos F-113 CONSOLIDATED STATEMENTS OF CASH FLO WS inaaoncccccccnoccccccocooccccconacaaoccccccnccccccnocococcconanananoccrrrrrnnonons F-115 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT S .oooonnoooccccccccccccccccococccconononocccnccccccncnccnoncnonononos F-116 Ml GENERAL INFORMA TlON..oonnonoccccccccccccnoncoocccccnnananonccccrcncconcrrconononnnnanan on rrrrrrrrrrrrrrrnancnnannnnn nn rrrrrrrnnnnno F-116
1. Corporate informati0N………..ooccccccononocccnnnnccnnnnnoccnnonncnononoconorrrrnnnnnocnrnrrrnnnnnnnsnrrrrrrnnnnnnacnrrrrnnnnnnnnss F-116
2. Basis of presentation of the consolidated financial statementS……………ooccccccooooooccnnnncccnnoococcnnocononos F-117 ll, SIGNIFICANT ACCOUNTING POLICIES……..ccccooooccccocooccccccccccccccconocococononnanooncccnrcnoconororonoconananaaonnnos F-118
1. Significant judgments and key estimates ……………ooooooocccconnonnnnnnnnncccnonononocononancnnnnnnnncccnonnnnoncccnnnanos F-118
2. Significant accounting policies……………ooooooommmmsoccccnnnccnnncccononononooconnconnnnnnnrncnrnnnnnnnocnanancnnnnnnnnnos F-122
3. New standards and interpretations adopted by the Corporation…………..oooooomoomssmmmmmmmsmssss*msm*m*s9ss.. F-139
4, QERA SS F-140 lll. EXPLANATORY NOTES connnnccccccccccccccccnccocccccnnnanna noc crrrrrnrrrrrrrrnncnnnnnnnnn nr ener rr rr rr rr rr nan nnnanna anne rrrrrnnrnono F-141
1. EAS F-141
2. Trade and other receivables…………..ooooococccnononnnnnnonccccnnonnnonococonaccnnnnnnnnnrnnnonnnnnonnannnnnnnnnnnnrrcccnnnnnnns F-141
3. Balances and transactions with related parties…………..oooomocococccconoooccnnoncccnnoococononccnnoococconnnrnonononoss F-144
4, INVENTOFIES…..oocccccoonocccononnccnnonononononcnnonnonoconnorrnnonnnnnonrrrrrronnnncornrrrrnnnnnasnrrrrrnnnnnanonnrrrrnnnnnnacnnnnononos F-150
9. Income taxes and deferred taxes ……..occccccccononoocccconcconnnnnnnncccnnnnonnnononnnnnccnnnnnnrrrrnnnnnnnnnnonanancnnnnnnnnnos F-151
6. Current tax assets and liabilitieS………..ooocococococconnmmmmmrrrrrrrrrrrrrrrrrrrrrrrccrcnanos F-153
7. Property, plant and equipMenNt……..oocccccccconococonnnnncnnnnococonnnncconononocononncnnnnonccnnrrrrnnnnnnncororrrnnnnnaaasnnnss F-154
8. CO F-157
9, Intangible Assets other than go00dWill ……oononnnnninininicicocnnncocccocccocccocoooocooooooorororrororrrrrrrrrrrrrrrrrrrr ono F-158
10. Investments accounted for using the equity method ……..oooccccccnccccccnnnnnnnocccccnccnnnnnnnnnccononnnncccocononoos F-159
11, Subsidiaries……..ooooononocnnnncnononnnnccnnnnnonoonnnnccnonononoonn nr rr nnrononornnn rr rr nnonnnonnn nr rr no rconnornn rr cnn nccnonrnnnrrnnnoonos F-164
12. Other non-current financial assetS………..occccccnnnnnnnnnncncnonnnnncccoconancnnnnnnnnncconnnnnnnnonncnnacccnnnnnnrrrrcnnnnnnnos F-164
13, Current and non-current financial assetS…………..ooonmmmomcccccnnnnnnnnnnoccnonnonoconocnnnncnnnnnnnnrcononnnnnncconananons F-165
14, Other financial liabilitieS………………ooonmommmsosmmmssmmsmsms9smms9á99sms999eárs F-166
15. Fair Value of financial assets and liabilitieS ……………ooooccoonnoonanoccnnnanancccnnonoanoncnonaoonnnccnnnosonoconananononos F-175
16. Market value hierarchy for items at market value ………….ooccccccooooocconcncccnnnoooconnnnccnononocononrcncnnocnononss F-176
17, Trade and other accounts payable………….ommooccconononcncnnanccnnananononanancconanoncnnnonnncnnonnnnnnasonnnnnannnccnaanoss F-177
18. Other proviSiONS……….cmonononncnonnnnnnancnancccnnncconanconnnonannnnannc canon conan nonnnc nan nn nan n nano n canon canon aran na ran nn rancnnness F-178 19, Employee benefitS……….oooooocooccconnnnonnnnonnncnannccnanocannncnnnnnonnncnanncnannc cano nconnc canon canon aran nn nan n cana n cana ncnanecss F-179
20. EQUitY..oocooocooccconononnncnnononnncnnnnonanonancnnnn cano nonnn cnn n nana n con n nana ncannn anna cann nana n con n anna ran nn anna ran naan arar crac a cacnncnnss F-182
21, REVEON UB. cocococcooncconncnnnnnnanonannnanononnncnnnnnnnnnnnnnn non nnon ono n non nano nonn non n non nann nana nana nana nano nana nana nana naaa nana nanancnnos F-185 22, EXPenses Dy NatUlB……ooocooccnonnnonnnonnnonnnonn conc cono nono nono nono nono nono nono nono non nor ron roca rana rana ron anna crac aran a rana rinaos F-185
23. ASSEt iMPAirMeNt …..oooccccnonnonnnonnnonanonanonanonanonanonanonanononona nono nonan conc onan ona nono nrnnc ron anna n ron conan rana rona rana nanass F-185 24, Other income and expensSeS…….oooooocccccccccnnononocononcccnnnonoonnnrconnnnnocnnnnrrnnnnnnnocnnrrrrnnnnnncnrrrrrnnnnnaaasnnnss F-186
25. FINANCE COStS…..ooocoocconcoonononnnnnannnanncnnnnnnon non ono can aon nana ano nan non aan ann cnc non naar nr nac nana ac rnn nan n anna rana r ac nan casacas F-187
26. Operating SEGMENTS …..oocccccccanonnnanannnananananonananananan ana nan ono nan ono nan ono nan ano nana no nana nn non anna nr nac nana ara ac arc can aananos F-188
27. Exchange differenCe…….ooucnconninminnisnicninicnicananananocacnconcon con non con ano non con nana on non ann conc on nana an nan nan aan nar aan cinano F-194
28. Statement Of CASh FÍOWS……..ocoonoonocnonncononnnnnnnnnananananonnnonanana nana no non nno nana no nan non non n ana no non narran aan aan aan ran anos F-194
F-107
29.
30.
31.
32.
33.
34,
35.
36.
SOI EE PA F-194
Derivatives CONTTACTS. ……..oooonooccccccnnnonnnonnnnnconnnnnnonononnnnnnnnnnnnrrnnrnnnnnnnnnnnnnnncnnnnnnnrrrrnnnnnnnnonnnnnnnaasss F-199 Contingencies and restrictiONS…………..oooooooccccccnnnnnnnnnnnnnccnnnononoconononaccnnnnnnnnnncoononnnncnccncnanacnnnnnnnnnos F-201 GUArantees ….cccccnooccccncnnnncccnnonococnnnnnnonacnnnonnnaccnnonnenacnnonnennccnnnnnenacnnnnnnnccnnnnnnnccnncnnenacnncnnncaccnnnnnonss F-206 Balance in foreign CUITeNCY……occcccccnnnnnnnnncccnonononononoconnncnnnnnnnnnononnnnnnnnnoonnnnnncnnnnnnnnrrrrnnnnnnnnnonanaanss F-207 SANCÍIONS……oooooooococccconcnnnnnnnnnnnonnnnnnnnoocnnnnnnnnnnnnnnnnnnrnnnnnnnosnnnnnnnnnnnnnnnnnrrnnnnnnnnonnanannnnnnnnnnrrnrnnnnnnnos F-209 The eNVITONMONE ….oooooooccccccncnonnnnnnnnnncnnnnnnnononocnnnccnnnnnnnnnnnonnnnnnnnnrnnnnnnnnnnnnnnnnrrnrnnnnnnnnnnnanannnnnnnnnnoss F-209 Subsequent EVentS………ooooccncccccnononoconnoncnnnononoconnnnrcnnnnnocororrrnnnnnnnccnnrrrrnnnnnnncnrrrrrrnnnnnnacnrnrrrnnnnnnnss F-212
F-108 CORPORACIÓN NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As of December 31, 2024 and 2023 (In thousands of US dollars – ThUS$) (A free translation from the original in Spanish)
Note 12-31-2024 12-31-2023 NO Assets Current assets Cash and cash equivalents 1 680.820 1.342.043 Other current financial assets 13 162.901 12 Other current non-financial assets 31.162 48.580 Trade and other current receivables 2 3.104.730 3.405.668 Accounts receivable from related entities 3 30.384 34.657 Current inventories 2.434.677 2.455.701 Current tax assets 1.814 2.620 Total current assets 6.446.488 7.289.281 Non-current assets Other non-current financial assets 12 587.761 107.436 Other non-current non-financial assets 1.200 13.056 Non-current accounts receivable 2 79.708 71.272 Accounts receivable from related parties. 3 224 224 Non-current inventories 536.157 494.747 Investments accounted for using equity method 10 2.934.150 2.866.698 Intangible assets other than goodwil 9 299.349 300.092 Property, plant and equipment 7 37.545.939 34.362.571 Investment property 981 Right-of-use assets 8 378.449 390.756 Non-current tax assets 188.357 875.604 Deferred tax assets 5 102.936 103.530 Total non-current assets 43.254.230 39.586.967 Total assets 49.700.718 46.876.248
The accompanying notes are an Integral part of these consolidated financial statements.
F-109 CORPORACIÓN NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As of December 31, 2024 and 2023 (In thousands of US dollars – ThUS$) (A free translation from the original in Spanish)
Note 12-31-2024 12-31-2023 NO Equity and liabilities Liabilities Current liabilities Other financial liabilities 14 1,542,093 852,121 Lease liabilities 8 139,938 133,729 Trade and other payables 17 1,811,166 1,789,892 Accounts payable to related entities 3 147,778 172,434 Other short-term provisions 18 765,470 899,489 Current tax liabilities, current 6 21,899 14,414 Current provisions for employee benefits 19 490,547 480,740 Other non-financial liabilities 39,331 41,164 Total current liabilities 4,958,222 4,383,983 Non-current liabilities Other financial liabilities 14 21,312,251 19,549,117 Lease liabilities 8 231,438 265,044 Non-current payables 4,844 954 Other long-term provisions 18 2,232,644 2,332,643 Deferred tax liabilities 5 8,716,220 8,241,800 Non-current provisions for employee benefits 19 941,360 1,053,430 Other non-financial liabilities 2,250 2,628 Total non-current liabilities 33,441,007 31,445,616 Total liabilities 38,399,229 35,829,599 Equity Share capital 5,619,423 5,619,423 Accumulated losses (777,142) (909,651) Other reserves 20.a 5,197,364 9,039,923 Equity attributable to owners of parent 10,599,645 10,349,695 Non-controlling interests 20.b 701,844 696,954 Total equity 11,301,489 11,046,649 Total liabilities and equity 49,700,718 46,876,248
The accompanying notes are an Integral part of these consolidated financial statements.
F-110 CORPORACIÓN NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF INCOME For the years ended December 31, 2024 and 2023 (In thousands of US dollars – ThUS$) (A free translation from the original in Spanish)
Note 1-1-2024 1-1-2023 NO 12-31-2024 – 12-31-2023
Revenue 21 16,993,379 16,393,229 Cost of sales 22 (12,905,738) (13,273,343) Gross margin 4,087,641 3,119,886| Other income 24.8 80,654 93,039 Distribution costs 22 (25,039) (25,497) Administrative expenses 22 (511,216) (544,162) Other expenses by function 24.b (2,519,276) (2,062,806) Other gains 37,306 43,046 Gains from operating activities 1,150,070 623,506 | Finance income 124,856 99,051 Finance costs 25 (910,411) (778,910) Impairment and reversal of im pairment losses determined in accordance with IFRS 9 (731) 2,279 Share of net profit of associates and joint ventures accounted for using the equity method 10 65,377 (658,118) Exchange gain (losses) 27 361,293 (44,963) Income (Loss) for the period before tax 790,454 (757,155) | Income tax expense 5 (545,738) 165,916 [Net income (Loss) for the period 244,716 (591,239) | Profit (Loss) attributable to:
Owners of the parent 239,866 (374,974)
Non-controlling interests 20.b 4,850 (216,265) [Net income (Loss) for the period 244,716 (591,239) |
The accompanying notes are an Integral part of these consolidated financial statements.
F-111 CORPORACIÓN NACIONAL DEL COBRE DE CHILE
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31, 2024 and 2023 (In thousands of US dollars – ThUS$) (A free translation from the original in Spanish)
Note 1-1-2024 1-1-2023 N2 12-31-2024 12-31-2023 Profit (Loss) 244,716 (591,239) Comprehensive income Components of comprehensive income that will not be reclassified to profit or loss for the period, before taxes Comprehensive income (Loss), before income taxes, gains from remeasurement of defined benefit plans 19 3,410 (38,442) Share of comprehensive income of associates and joint ventures accounted for using the equity method that will not 966 (2,794) be reclassified to profit or loss for the period, before taxes Total other comprehensive income that will not be reclassified to profit or loss for the period, before 4,376 (41,236) taxes Components of comprehensive income that will be reclassified to profit or loss for the period, before taxes Exchange differences on translation (Losses) on foreign exchange translation differences, before income taxes (5,911) (1,752) Cash Flow Hedges Losses (Gains) On Cash Flow Hedges BeforeTax (6,719) (14,074) Financial assets measured at fair value with changes in other comprehensive income Gains on financial assets measured at fair value with changes in the fair value of equity investments at FVOCI 59,127 Comprehensive Income That Will Be Reclassified To Profit Or Loss Before Tax 46,497 (15,826) Comprehensive income before taxes, foreign exchange translation differences 50,873 (57,062) Income tax related to components comprehensive income Income taxes related to remeasurements of defined benefit comprehensive income plans 5 (2,432) 28,128 Income taxes related to components of comprehensive income that will not be reclassified to profit or (2,432) 28.128 loss for the period Income taxes related to components of comprehensive income that will be reclassified to profit or loss for the period Income taxes related to comprehensive income cash flow hedges 5 4,368 9,148 Income tax related to financial assets measured at fair value with changes in other comprehensive income 9 (38,433) Income taxes related to components of comprehensive income that will be reclassified to profit or loss (34,065) 9.148 for the period Comprehensive income 14,376 (19,786) Total comprehensive income 259,092 (611,025) Comprehensive income, attributable to Comprehensive income attributable to owners of parent 254,196 (393,896) Comprehensive income attributable to non-controlling interests 4,896 (217,129) [Total comprehensive income 259,092 (611,025)
The accompanying notes are an integral part of these consolidated financial statements.
F-112 CORPORACIÓN NACIONAL DEL COBRE DE CHILE
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2024 and 2023 (In thousands of US dollars – ThUS$5) (A free translation from the original in Spanish)
Reserve of gains (losses) for financial
Reserve on Reserve of exchange Reserves of cash | remeasurement assets measured at Total Retained Equity attributable | Non-controlling
12-31-2024 Share capital fair value with Other reserves Total equity differences on flow hedges – |of defined benefit other reserves | earnings (losses) | to owners of parent interests changes in other translation plans comprehensive income Note 20 Note 20 Opening balance at 1-1-2024 5,619,423 (8,782) (1,095) (272,779) 5,922,579 5,639,923 (909,651) 10,349,695 696,954 11,046,649 Changes in equity Profit 239,866 239,866 4,850 244,716 Other comprehensive income (5,911) (2,351) 978 20,694 920 14,330 14,330 46 14,376 Total comprehensive income (5,911) (2,351) 978 20,694 920 14,330 254,196 4,896 259,092 Decrease through transfers and other changes, equity – 2,026 – 101,085 103,111 (107,357) (4,246) (6) (4,252) Increase (decrease) in equity (5,911) (2,351) 3,004 20,694 102,005 117,441 132,509 249,950 4,890 254,840 Closing balance at 12-31-2024 5,619,423 (14,693) (3,446) (269,775) 20,694 6,024,584 5,757,364 (777,142) 10,599,645 701,844 11,301,489
The accompanying notes are an Integral part of these consolidated financial statements.
F-113
CORPORACIÓN NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY As of December 31, 2024 and 2023 (In thousands of US dollars – ThUS$5) (A free translation from the original in Spanish)
Reserve of gains (losses) for financial Reserve on Reserve of exchange Reserves of cash | remeasurement assels measured at Total Retained Equity attributable | Non-controlling
12-31-2023 Share capital fair value with Other reserves Total equity differences on flow hedges – |of defined benefit other reserves | earnings (losses) | to owners of parent interests changes in other translation plans comprehensive income Note 19 Note 19 Opening balance at 1-1-2023 5,619,423 (7,030) 3,831 (262,465) – 5,925,090 5,659,426 (538,367) 10,740,482 914,083 11,654,565 Changes in equity Profit (loss) (374,974) (374,974) (216,265) (591,239) Other comprehensive income (1,752) (4,926) (10,314) – (1,930) (18,922) (18,922) (864) (19,786) Total comprehensive income (1,752) (4,926) (10,314) – (1,930) (18,922) (393,896) (217,129) (611,025) Increase through transfers and other changes, equity – – – – (581) (581) 3,690 3,109 – 3,109 Increase (decrease) in equity – (1,752) (4,926) (10,314) – (2,511) (19,503) (371,284) (390,787) (217,129) (607,916) Closing balance at 12-31-2023 5,619,423 (8,782) (1,095) (272,779) – 5,922,579 5,639,923 (909,651) 10,349,695 696,954 11,046,649
The accompanying notes are an integral part of these consolidated financial statements.
F-114 Corporación Nacional del Cobre de Chile
CORPORACIÓN NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2024 and 2023 (In thousands of US dollars – ThUS$) (A free translation from the original in Spanish)
Note 1-1-2024 1-1-2023 NO 12-31-2024 – 12-31-2023
Cash flows from (used in) operating activities Receipts from sales of goods and rendering of services 17,505,720 16,752,682 Other cash receipts from operating activities 28 2,567,682 2,706,265 Payments to suppliers for goods and services (11,067,443) (11,804,380) Payments to and on behalf of employees (1,771,999) – (1,657,379) Other cash payments from operating activities 28 (3,469,734) (3,464,919) Income tax (paid) (123,676) (144,043) Net cash flow from operating activities 3,640,550 2,388,226| Cash flows from (used in) investing activities Other cash payments to acquire equity or debt instruments of other entities (754,969) (245) Purchases of property, plant and equipment (4,792,223) (4,368,672) Interest received 127,328 94,125 Other cash outflows (119,640) 9,257 Net cash flows used in investing activities (5,539,504) (4,265,535)| Cash flows from (used in) financing activities
Amounts from long-term loans and bonds 2,531,747 3,400,000
Amounts from short-term loans 500,000 330,000 Total amounts from loans and bonds 3,031,747 3,730,000 Payments ofloans and bonds (546,052) (558,218) Lease liability payments (170,379) (154,482) Interest paid (992,263) (785,701) Other cash outflows (63,743) (21,387) Net cash flows used in financing activities 1,259,310 2,210,212 Net increase (decrease) in cash and cash equivalents before the effect of (639,644) 332,903 exchange rate changes Effect of exchange rate changes on cash and cash equivalents Effect of exchange rate changes on cash and cash equivalents (21,579) (17,587) Net increase (decrease) in cash and cash equivalents (661,223) 315,316 Cash and cash equivalents at beginning of period 1 1,342,043 1,026,727 Cash and cash equivalents at end of period 680,820 1,342,043
The accompanying notes are an Integral part of these consolidated financial statements.
F-115 Corporación Nacional del Cobre de Chile
CORPORACIÓN NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2024 AND DECEMBER 31, 2023 (Monetary values in thousands of United States dollars, unless another currency or unit Is indicated)
Il. GENERAL INFORMATION
1. Corporate information
Corporación Nacional del Cobre de Chile (hereinafter referred to as Codelco or the Corporation), is, in Management’s opinion, the largest copper producer in the world.
Codelco’s most important product is refined copper, primarily in the form of cathodes. The Corporation also produces copper concentrates, blister and anode copper and by -products such as molybdenum, anode slime and sulfuric acid.
The Corporation trades Its products based on a policy aimed to sell refined copper to manufacturers or producers of semi-manufactured products.
These products contribute to diverse fields of community development, particularly those intended to improve areas such as public health, energy efficiency, and sustainable development, among others.
The Corporation is registered under Securities Registry No. 785 of the Chilean Commission for the Financial Market (the CMF) and is subject to its supervision. According to Article No.
10 of Law No. 20392 (related to the new Corporate Governance of Codelco), such supervision shall be on the same terms as publicly traded companles, notwithstanding the provisions in Decree Law (D.L.) No.1349 of 1976, which created the Comisión Chilena del Cobre (Chilean Copper Commission).
Codelco’s head office is in Santiago, Chile, at 1270 Huérfanos Street, telephone number (56-
2) 26903000.
Codelco was Incorporated through D.L. No. 1350 of 1976, which Is the statutory decree applicable to the Corporation. In accordance with the statutory decree, Codelco Is a government-owned mining, industrial and commercial company, which is a separate legal entity with Its own equity. Codelco Chile currently carries out lts mining business through its Chuquicamata, Radomiro Tomic, Ministro Hales, Gabriela Mistral, Salvador, Andina, El Teniente and Ventanas divisions.
The Corporation also carries out similar activities in other mining deposits in association with third parties.
During 2024, the Corporation enters the lithium business with the acquisition of Lithium Power
International Limited “LPI”. This acquisition will make the Blanco Project viable through synergies with the Corporation’s assets and permits in the Salar de Maricunga, and thus
F-116 Corporación Nacional del Cobre de Chile develop a world-class lithium project. Additionally, in May 2024, Codelco signed an association agreement with Sociedad Química y Minera de Chile S.A. (SQM), which establishes the conditions to implement a public-private partnership for the development of mining, productive and commercial activities related to the exploration and exploitation of certain mining properties located in the Salar de Atacama, Antofagasta Region.
In accordance with letter e) of Article 10 of Law No. 20392, Codelco Is governed by Its organic standards set forth in Decree Law No. 1350 (D.L. No. 1350) and that of Its by-laws, and in matters not covered by them and, insofar as they are compatible and do not contradict the provisions of such standards, by the rules that govern publicly traded companies and the common laws as applicable to them.
In accordance with D.L. No. 1350 Section IV related to the Company’s Exchange and Budget Regulations. Codelco’s financial activities are conducted following an annual budgeting program that is composed of an Operations Budget, an Investment Budget, and a Debt Amortization Budget.
The income obtained by Codelco in each period is subject to the tax regime established in Article 26 of D.L. N*1,350, which refers to Decree Laws N* 824, on Income Tax, of 1974, and N*2398 (Article 2), of 1978, which are applicable to Codelco. It is also subject to the terms of Law No. 20026 of 2005 on Specific Tax on Mining, which was in force until December 31,
2023. As of January 1, 2024, the Corporation will begin to apply Law No. 21591 on mining royalties.
According to Law No. 13196, the return on foreign currency of the Corporation’s foreign sales (real income), of its copper production, including Its by-products, is taxed at 10%. The effectiveness of this obligation for Codelco is specified in the explanatory note in section !lI.
24 letter c) of this report.
The subsidiaries whose financial statements are included in these consolidated financial statements correspond to companies located in Chile and abroad, which are detailed in Note
1.2.0.
The associates, all located in Chile, are detailed in the explanatory note in section 111.9.
2. Basis of presentation of the consolidated financial statements
The consolidated statements of financial position as of December 31, 2024 and 2023, the consolidated statements of income, statements of comprehensive income, statements of changes in equity and cash flows for the years ended December 31, 2024 and 2023 have been prepared in accordance with International Accounting Standard No. 1 (IAS 1) “Presentation of Financial Statements, incorporated in the International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (hereinafter “JASB”).
F-11 Corporación Nacional del Cobre de Chile
These consolidated financial statements include all information and disclosures required in annual financial statements.
The consolidated financial statements of the Corporation are presented in thousands of United States dollar (*U.S. dollar).
Responsibility for Information and estimates made
The Board of Directors of the Corporation has been informed of the information included in these consolidated financial statements and expressly declared Its responsibility for the consistent and reliable nature of the information included as of December 31, 2024, which financial statements fully comply with IFRS. These consolidated financial statements as of December 31, 2024 were approved by the Board of Directors at a meeting held on March 27,
2025.
Accounting policies
These consolidated financial statements reflect the financial position of Codelco and affiliates as Of December 31, 2024 and 2023, as well as the results of their operations, changes in equity and cash flows for the years ended December 31, 2024 and 2023, and their related notes, all prepared and presented in accordance with lAS 1 “Presentation of Financial Statements, considering the respective presentation regulations of the Financial Market Commission (CMP)”.
Il.. SIGNIFICANT ACCOUNTING POLICIES
1. Significant judgments and key estimates
In preparing these consolidated financial statements, the use of certain critical accounting estimates and assumptions that affect the amounts of assets and liabilities recognized as of the date of the financial statements and the amounts of revenue and expenses recognized during the reporting period is required. Such preparation also requires the Corporation’s Management to exercise ¡ts judgment in the process of applying the Corporation’s accounting policies. The areas involving a greater degree of judgment or complexity or areas in which the assumptions and estimates are significant for the consolidated financial statements are described as follows:
a) Useful economic lives and residual values of property, plant and equipment: the useful lives and residual values of property, plant and equipment that are used for calculating depreciation are determined based on technical studies prepared by Internal specialists. The technical studies consider specific factors related to the use of assets.
Where there are indications that the useful lives of these assets or their residual values may have changed from previous estimates, this should be done using technical estimates to determine the impact of any changes.
F-118 Corporación Nacional del Cobre de Chile
b) Ore reserves: the measurements of ore reserves are based on estimates of the ore resources that are legally and economically exploitable and reflect the technical and environmental considerations of the Corporation regarding the amount of resources that could be exploited and sold at prices exceeding the total cost associated with the extraction and processing.
The Corporation applies judgment in determining the ore reserves, and as such, possible changes in these estimates might significantly impact the estimates of net revenues over time. In addition, these changes might lead to modifications in usage estimates, which might have an effect on depreciation and amortization expense, calculation of stripping cost adjustments, determination of impairment losses, expected future disbursements related to decommissioning and restoration obligations, long term defined benefits plans’ accounting and the accounting for financial derivative Instruments.
The Corporation estimates Its reserves and mineral resources based on the information certified by the Competent Persons internal and external of the Corporation, who are defined and regulated according to Law No. 20235. These estimates correspond to the application of the Certification Code of Ore Reserves, Resources and Exploration, issued by the Mining Committee which was instituted through the law.
Notwithstanding the foregoing, the Corporation periodically reviews lts estimation models, supported by experts who, in some divisions, also certify the reserves determined from these models.
Impairment of non-financial assets: the Corporation reviews the carrying amount of its non-financial assets to determine whether there is any indication that the carrying amount may not be recoverable. If any such indicator exists, the recoverable amount of the assets is estimated to determine the extent of the impairment loss. In testing impairment, the assets are grouped into cash generating units (“CGUS) to which the assets belong, If applicable. The recoverable amount of these CGUs Is calculated as the present value of the expected future cash flows from such assets, considering a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of the assets is lower than their carrying amount, an Impairment loss is recognized.
The Corporation defines the CGUs and also estimates the timing and cash flows that such CGUs will generate. Subsequent changes in the grouping of the CGU, or changes in the assumptions supporting the estimates of cash flows or the discount rate, may Impact the carrying amounts of the corresponding assets.
Estimates of assumptions influencing the calculation of cash flows, such as the price of copper or treatment charges and refining charges, among others, are determined based on studies conducted by the Corporation using uniform criteria over different periods. Any change in these criteria may have an impact on the recoverable amount of the assets being tested for impalrment.
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Corporación Nacional del Cobre de Chile
The Corporation has assessed and defined that the CGUs are constituted at the level of each of its current operating divisions, with the exception of the Ventanas Division Smelter and Refinery operations, which are analyzed separately.
In assessing impairment in subsidiaries and associates, the Corporation uses the higher of value in use or fair value less costs to determine the recoverable amount. This recoverable amount may consider elements such as Life of Mine (LOM), reserves andor mining resources, among others, for mining operation evaluations. In addition, the evaluation may incorporate market variables such as for example, the price of copper and other commodities, cost of production inputs, exchange rates, discount rates and other market information for long-term asset valuation.
d) Provisions for decommissioning and site restoration costs: when a disruption is caused by the ongolng development or production of a mining property, an obligation to Iincur decommissioning and restoration costs arises. Costs are estimated based on a formal closure plan and are reassessed as of each reporting period or as of the date such obligations become known. The initial estimate of decommissioning and site restoration costs is recognized as property, plant, and equipment in accordance with lAS 16, and simultaneously a liability in accordance with lAS 37, Is recorded.
For these purposes, a defined list of mine sites, facilities and other equipment are studied under this process, considering the engineering level profile, the cubic meters of assets that will be subject to removal and restoration, welghted by a structure of market prices of goods and services, reflecting the best current knowledge related to carrying out such activities, as well as techniques and more efficient construction procedures to date. In the process of valuation of these activities, the assumptions of the exchange rate for tradable goods and services are made, as well as a discount rate, which considers the time value of money and the risks associated with the liabilities, which Is determined based, where applicable, on the currency in which disbursements are expected to be made.
The liability amounts recognized at the end of each reporting date represent management’s best estimate of the present value of the future decommissioning and site restoration costs. Changes in the estimate of the liability because of changes in the estimated future costs or In the discount rate are added to or deducted from the respective asset cost. The amount deducted from the cost of the asset shall not exceed it carrying amount. If a decrease in the liability exceeds the carrying amount of the asset, the excess Is recognized immediately in profit or loss.
If the adjustment results in an addition to the cost of the asset, Codelco considers whether this Is an indicator that the new carrying amount of the asset may not be fully recoverable.
If such an indicator exists, Codelco tests the asset for impairment by estimating lts recoverable amount, and accounts for any impalrment loss in accordance with lAS 36.
Costs arising from the installation of a plant or other site preparation work, discounted to their net present value, are provided for and capitalized at the beginning of each project as soon as the obligation to incur such costs arises. These decommissioning costs are
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Corporación Nacional del Cobre de Chile
t)
g)
h)
)) charged to net income over the life of the mine, through depreciation of the corresponding asset. Depreciation expense Is included in cost of sales, while the discount in the provision Is Included in finance costs.
Provisions for employee benefits: Provisions for employee benefits related to severance payments and health benefits for services rendered by the employees are determined based on actuarial calculations using the projected unit credit method and are recognized in other comprehensive income or s (depending on the accounting standards applicable) on an accrual basis
The Corporation uses assumptions to determine the best estimate of future obligations related to these benefits. Such estimates, as well as assumptions, are determined by management using the assistance of external actuaries. These assumptions include demographic assumptions, discount rate and expected salary increases and rotation levels, among other factors.
Accruals for open invoices: the Corporation uses information on future copper prices, through which It recognizes adjustments to Its revenues and trade receivables, due to the conditions in provisional pricing arrangements. These adjustments are updated monthly, See Notes 2 q) Revenue from contracts with customers of Note 2 Significant accounting policies below.
Fair value of derivatives and other financial instruments: management may use its judgment to choose an adequate and proper valuation method for financial instruments that are not quoted in an active market. In the case of derivative financial instruments, assumptions are based on observable market inputs, adjusted depending on factors specific to the Instruments among others.
Lawsuits and contingencies: The Corporation assesses the probability of lawsults and contingency losses on an ongoing basis according to estimates performed by its legal advisors. For cases in which management and the Corporation’s legal advisors believe that a loss Is not probable of occurring or where probable, may not be estimated reliably, no provisions are recognized. When it is considered more likely than not that a loss Is probable and it may be reliably estimated, a provision Is recognized.
Application of IFRS 16: includes the following:
– Estimation of the lease term
– Determine If It Is reasonably certain that an extension or termination option will be exercised.
– Determination of the appropriate rate to discount lease payments
Revenue recognition: the Corporation determines appropriate revenue recognition for its contracts with customers by analyzing the type, terms and conditions of each contract or agreement with a customer.
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Corporación Nacional del Cobre de Chile
As part of the analysis, the management must make judgments about whether an agreement or contract is legally enforceable, and whether the agreement includes separate performance obligations. In addition, estimates are required to allocate the total price of the transaction to each performance obligation based on the stand -alone selling price of the promised goods or services underlying each performance obligation. (The Corporation applies the constraint on variable consideration as defined in IFRS 15, If applicable).
k) Stripping costs – Costs incurred in removing mine waste materials (overburden) in open pits that are in production, that provide access to mineral deposits, are recognized in property, plant, and equipment, when the following criteria set out in IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine are met:
– It is probable that the future economic benefits associated with the stripping activity will flow to the entity.
– It is possible to identify the components of an ore body for which access has been improved because of the stripping activity, and
– The costs relating to that stripping activity can be measured reliably.
The stripping costs are amortized based on the production units of production extracted from the ore body related to the specific stripping activity which generated this amount.
Although the abovementioned estimates have been made based on the best information avallable as of the date of issuance of these consolidated financial statements, it Is possible that new developments could lead the Corporation to modify these estimates in the future.
Such modifications, If any, would be adjusted prospectively, recognizing the effects of the change in estimate in future consolidated financial statements, as required by lAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors.
On the other hand, the costs of activities for the removal of sterile material during the production stage, whose benefit is realized in the form of produced Inventory, must be recognized in accordance with lAS 2.
2. Significant accounting policies
a. Period covered: The accompanying consolidated financial statements of Corporación Nacional del Cobre de Chile include the following statements:
– – Consolidated Statement of Financial Position as of December 31, 2024 and 2023.
– – Consolidated Statemen t of Income for the years ended December 31, 2024 and 2023.
– – Consolidated Statements of Comprehensive Income for the years ended December 31, 2024 and 2023.
– – Consolidated Statements of Changes in Equity for the years ended December 31, 2024 and 2023.
– -Consolidated Statements of Cash Flows for the years ended December 31, 2024 and
2023.
F-122 Corporación Nacional del Cobre de Chile
b. Basis of preparation – These consolidated financial statements of the Corporation as of December 31, 2024 have been prepared in accordance with the instructions of the Commission for the Financial Market which fully comply with International Financial Reporting Standards (IFRS) issued by the IASB.
The consolidated statements of financial position as of December 31, 2023, and the statements of income, equity and cash flows for the year ended December 31, 2023, which are included for comparative purposes, have been prepared in accordance with IFRS as issued by the IASB, on a basis consistent with the basis used for the same period ended December 31, 2024, except for the adoption of new IFRS standards and interpretations adopted by the Corporation as of December 31, 2024, which are disclosed in number 3 “New standards and interpretations adopted by the Corporation in section |! of this report.
These interim consolidated financial statements (unaudited) have been prepared from accounting records held by the Company.
c. Functional currency – The functional currency of Codelco is the U.S. dollar, which Is the currency of the primary economic environment in which the Corporation operates and the currency in which It recelves Its revenues.
The functional currency of subsidiaries, associates, and joint ventures is the currency of the primary economic environment in which those entities operate and the currency in which they receive their revenues. For some subsidiaries and associates that are an extension ofthe operations of Codelco (entities that are not self-sustalning and whose main transactions are with Codelco); the functional currency Is also the U.S. dollar.
The presentation currency of Codelco’s consolidated financial statements is the U.S. dollar.
d. Basis of consolidation – The financial statements comprise the consolidated statements of the Corporation and its subsidiaries.
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Corporation obtains control, and continue to be consolidated until the date such control ceases. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are Included in the consolidated statement from the date the Corporation gains control until the date when the Corporation ceases to control the subsidiary.
The financial statements of the subsidiaries are prepared for the same reporting period as the Corporation, using consistent accounting policies.
All assets, liabilities, equity, income, expenses, and cash flows related to transactions between consolidated companles are fully eliminated on consolidation. The value of the non-controlling interest of shareholders in equity and in the results of subsidiaries Is presented, respectively, as “Non-controlling interests in the consolidated statement of financial position and “Income (loss) attributable to non-controlling interests and
F-123 Corporación Nacional del Cobre de Chile “Comprehensive income (loss) attributable to non-controlling interests” in the consolidated statements of income.
The following companies have been consolidated:
12-31-2024 12-31-2023 Functional 0 -_- – Taxpayer ID No. COMPANY Country OA | % Ownership % Ownershíp Direct indirect Total Total Foreign Ohte Copper Limited England GBP 10006 | – 100 00 100 00 Folewin Codelco do Bresil Mineracán Brazll BRL HULIO pu UN Du 00 Fnenan Codelco Gr Ie USA USD 100.00 100 00 100 00 Foreign Crajelcs Kyplatiadal SmbH Germany EURO 100 06 | 100 00 100 00 Eolica Enoelco intals lo: LISA UST wn 1 00 0 10050 Foreran Codelco Senaces Limitar England Gar – 100 06 100 00 100 00 Porejan Codeles Shania Company Limited China EME 100 00 4 100 Ub 100 00 FOfexin Codelco Smgópore PL Ingapore Uso 100,06 109 00 100 00 Futergn Cowelco USA Inc USA uso 100 00 00 YN 100 00 Eprexpn Codelco Canadá Canada (19D 100 00 000 100 00 100 00 Forergn Eoomelales Lamted Channel islands USD – 100 00 109 af 100 00 Porn Erxplormaones Mineras Andinás Eouador LMSAFO SA Ecuador USL vn Un 100 00 100 00 Paren Lihn Power Inlernmalivnal Ltu Ausitana AUD 100 00 100 00
31.757 200.0 Asanacón Garéniizadora de Pensiones Cilé ELP a 58 | E AT] 95 MO ARS Codelco Ter SpA Dnle 1SD | 10000 1A 850 7EN6 Compañía Contractual Minera Las Andes Gnle USO | – 100 04
38.457 1004 Cline san Lorerio SpA Cube CLP 100 00 | 104 00 104 00 94 558:050 F lamobiiana Red de Salud Codejlto 5pA Chile CLP 100.00 | – 100 00 109 00
40 810 040.7 Complego Ponuano Mepllones S.A SGhile Uso Elo Epa qu 100 00 100 00 09 50% 620-0 Exnloraciones Winerax Andinas S A nie CLA AO n 10 100 00 100.00 9u 574 50004 Olinica Kio Blanco SpA Cnile CLP 10006 | . 100 00 100 00 76 14 22 Centro de Espeañlidades Médicas tuo Alen SpA nle SLP – UN DU 109 yl Huy 00 Pr TT 2509 Inversiones Copperteld SpA Cite Uso 100.00 100 00 100 00
16.049.569 Inmuvaamnes er Cobre SA Chile USD 00s 9 45 109 00 100 00 71 148 5392 SoowJlad de Procesarmento de Moibdeno Lida Ohile 14SsO 10€ Ar mA 70 mana TRATIIETE nvarsinnes Gaciux SpA Ohio uSsD 100 00 100 00 100 09 15231 53445 Invermones Mineras Nueva Acrux SpA Chile USD EM yr yr 16173 UGR Inversores Mineras Becrua SpA Chile uso 570 87 80 07 80 1 123 1557 Centro de Espeodaldades Médicas San Lorenzo SpA Ohile CLP FU 100 00 100 00 7 2550061 Central Menea Luz Minera SpA Chula 18D 100 DO | 10000 100 00 70905 7005 Fusat Cole GLP 16334 355 labluf Isspre de Vogelco SpA Bnile SLP 100.00 | 00 0 10000 ME JOA ALA Centro de Sermoos Meroas Porvenr Lida Chile CLP | Ye ON 94 00) 94 00
(7.928 990.9 Inmablisana e Invertones Rio Cipreoes Liga Chile CLP | 204.90 Lu 4 ba 390 TO ON Prestaciones de Servdos de la Saló Inesalvd Lida Onle CLP 494 00 500 00 00:00 1h 754 301-B Salar de Mancunga SpA Chile USD: 10000 | 100.00 100 00 717 750 9148 Salares de Chile Spé, Chile USD O 101 00
¡7 780 919.4 Minera Tara SpA Onlle USD 100 0 100 00
1-54 GM Lilmarn Power inverscnes Dime SpA Dhle USD) mun fou 00 TA 7IB3 Mura Salar Elanco 5.A Chile ust 100 00 10000
For the purposes of these consolidated financial statements, subsidiaries, associates, acquisitions and disposals are defined as follows:
– – Subsidiaries: A subsidiary is an entity over which the Corporation has control. Control is exercised if, and only if, the following elements are present: (1) power to govern the operating and financial policies to obtain benefits from their activities; (1) exposure or rights to the variable returns of these companies; and (111) ability to use the power to influence the amount of returns.
The Corporation reassesses whether it controls a subsidiary if facts and circumstances indicate that there are changes to one or more of the elements of control listed above.
The consolidated financial statements include all assets, liabilities, revenues, expenses, and cash flows of Codelco and its subsidiaries, after eliminating all inter- company balances and transactions.
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Corporación Nacional del Cobre de Chile
Associates: An associate is an entity over which Codelco has significant influence.
Significant influence is the power to participate in the financial and operating policy decisions of the associate but Is not control or joint control over those policies.
Codelco’s interest ownership in associates is recognized in the consolidated financial statements under the equity method. Under this method, the initial investment is recognized at cost and adjusted thereafter to recognize changes in Codelco’s share of the comprehensive income of the associate, less any Iimpairment losses or other changes to the investment in net assets of the associate.
The Corporation adjusts the proportional gains or losses obtained by the associate after acquisition to take into account the effects that may exist in the depreciation of the fair value of the assets considered at the date of acquisition.
Acquisitions and disposals: The result of businesses acquired are Incorporated in the consolidated financial statements from the date when control is obtained; the results of businesses sold during the period are included in the consolidated financial statements up to the effective date of disposal. Gains or losses on disposal is the difference between the sale proceeds (net of expenses) and the carrying amount of the net assets attributable to the ownership Interest that has been sold (and, where applicable, the associated cumulative translation adjustment).
If control is lost over a subsidiary, the retained ownership interest in the investment will be recognized at its fair value.
At the acquisition date of an investment in a subsidiary, associate or joint venture, any excess of the cost of the investment (consideration transferred) plus the amount of the non-controlling interest in the acquiree plus the fair value of any previously held equity interest in the acquiree, where applicable, over Codelco’s share of the net fair value of the identiflable assets and acquired liabilities is recognized as goodwill. Any excess of Codelcos share of the net fair value of the identifiable assets and acquired liabilities over the consideration transferred, after reassessment, Is recognized immediately in profit or loss in the period in which the investment is acquired.
e. Foreign currency transactions and reporting currency conversion – Transactions in currencies other than the Corporation’s functional currency are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, foreign currency transactions denominated in foreign currencies are converted at the rates prevailing at that date. Gains and losses due to the effect of foreign currency transactions are included in the consolidated statement of income for the period within “Exchange gains (losses) in foreign currencies.
At the end of the reporting period, monetary assets and liabilities denominated in Unidades de Fomento (“UF”) have been denominated in US$, considering the exchange rates in effect at the end of each period (12-31-2024: US$ 38,55; 12-31-2023: US$ 41.94).
P-125 Corporación Nacional del Cobre de Chile
Expenses and income in local currency have been expressed in dollars at the observed exchange rate, corresponding to the date of the accounting record of each transaction.
The translation of the financial statements of subsidiaries, associates and jointly controlled entities, whose functional currency is different from Codelco’s presentation currency, Is performed as follows for consolidation purposes:
– Assets and liabilities are converted using the prevailing exchange rate on the reporting date.
– Income and expenses for each statement of income are translated at average exchange rates for the period.
– All resulting exchange differences are recognized in comprehensive income and accumulated in equity under the heading Reserve on exchange differences on translation.
The exchange rates used in each reporting period were as follows:
Relationship Closing exchange rates
12-31-2024 12-31-2023 ¡o OO ML
Gap rd | ¿148
UE ¡| BARI MBA d ¿Ub
USD ‘ EURO | MOBSE | 105% USD ¿ALO 0062215 06631 Msn + HF 0 pARA 17800 USD AMO DIA 0 19040
f. Offsetting balances and transactions – As a general standard, assets and liabilities, revenue, and expenses, are not offset in the financial statements, except for those cases in which offsetting is required or is allowed by a standard and the presentation reflects the substance of the transaction.
Income or expenses arising from transactions which, for contractual or legal reasons, permit the possibility of offsetting and which the Corporation intends to liquidate for their net value or realize the assets and settle the liabilities simultaneously, are stated net in the statement of income.
g. Property, plant and equipment and depreciation – ltems of property, plant and equipment are initially recognized at cost. After initial recognition, they are measured at cost, less any accumulated depreciation and any accumulated impairment losses.
The cost of property, plant and equipment includes the costs of expansion, modernization or improvements that represent an increase in productivity, capacity or efficiency, or an
F-126 Corporación Nacional del Cobre de Chile increase in the useful life of the assets, and are capitalized as an increase in the cost of the related assets.
The assets included in property, plant and equipment are depreciated, as a general rule, using the units of production method, when the activity performed by the asset is directly attributable to the mine production process. In other cases, a stralght-line depreciation criterion Is used.
The assets included in property, plant and equipment and certain intangibles (software) are depreciated over their economic useful lives, as described below:
Category Useful life Land Not depreciated Land on mine site Unit of production Bulldings Stralght-line over 20-50 years
Bulldings in underground mine levels
Units of production level
Vehicles Stralght-line over 3-7 years Plant and equipment Unit of production Smelters Unit of production Refineries Unit of production
Mining rights Unit of production
Support equipment Unit of production Intangibles – software Stralght-line over 8 years Open pit and underground mine development | Unit of production
Estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, and any change in estimates is recognized prospectively.
Additionally, depreciation methods and estimated useful lives of assets, especially plants, facilities and Infrastructure may be revised at the end of each year or during the year according to changes in the structure of reserves of the Corporation and productive long- term plans updated as of that date.
This review may be made at any time if the conditions of ore reserves change significantly because of new known Information, confirmed, and officially released by the Corporation.
The gain or loss resulting from the disposal or retirement of an asset is calculated as the difference between the price obtained on disposal and the value recorded in the books, recognizing the charge or credit to income for the period.
Construction in progress includes the amounts invested in the construction of property, plant and equipment and in mining development projects. Construction in progress is transferred to assets in operation once the testing period has ended and when they are ready for use; at that point, depreciation begins to be recognized.
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Borrowing costs that are directly attributable to the acquisition or construction of assets that require a substantial period before they are ready for use or sale are capitalized as part of the cost of the corresponding items of property, plant, and equipment.
The ore deposits owned by the Corporation are recorded in the accounting records at US$1. Notwithstanding the above, those reserves and resources acquired as part of acquisition of entities accounted for as business combinations, are recognized at their fair value.
h. Intangible assets – The Corporation initially recognizes these assets at acquisition cost.
The cost Is amortized systematically over their useful lives, except in the case of assets with indefinite useful lives, which are not amortized, and are assessed for impairment at least once a year and, in any case, whenever there is an indication that impairment may have occurred. At the end of each reporting period, these assets are measured at their cost less any accumulated amortization (when applicable) and any accumulated impailrment losses.
The expenditures for the development of Technology and Innovation Projects are recognized as intangible assets at their cost and are considered to have indefinite useful lives. Recognition applies, If and only if, all the following have been demonstrated:
– The technical feasibility of completing the intangible asset so that It will be available for use or sale;
– – The Intention to complete the intangible asset is to use or sell it;
– – The ability to use or sell the intangible asset;
– – That the intangible asset will generate probable future economic benefits;
– – The availability of adequate technical, financial, and other resources to complete the development and to use or sell the intangible asset; and
– – The disbursement attributable to the Intangible asset during Its development can be rellably appraised
Research expenses for technology and innovation projects are recognized in profit or loss when incurred.
I. Impairment of property, plant and equipment and intangible assets – Property, plant and equipment and intangible assets with finite useful lives are reviewed for Impalrment to verify whether there Is any Indication that the carrying amount may not be recoverable. If such an indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment to be recorded.
For intangible assets with indefinite useful lives, their recoverable amounts are annually estimated at the end of each reporting period.
When an asset does not generate cash flows that are independent from other assets, Codelco determines the recoverable amount of the CGU to which the asset belongs.
F-128 Corporación Nacional del Cobre de Chile
The Corporation has defined each of its divisions as a cash generating unit
Recoverable amount of an asset is the higher of fair value less costs of disposal and value in use. |In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. On the other hand, the fair value less cost of disposal is usually determined for operational assets considering the Life of Mine (LOM), based on a model of discounted cash flows, while the assets not included in LOM as resources and potential resources to exploit are measured by using a market model of multiples for comparable transactions.
If the recoverable amount of an asset or CGU Is estimated to be less than It is carrying amount, an impairment loss is recognized immediately in profit or loss, reducing the carrying amount to its recoverable amount. In the event of a subsequent reversal of the Impairment, the carrying amount is increased to the revised estimate of the recoverable amount, but to the extent that It does not exceed the carrying amount that would have been determined had no impairment been previously recognized.
The estimates of future cash flow for a CGU are based on future production forecasts, future prices of basic products and future production costs. Under lAS 36 Impairment of Assets, there are certain restrictions for future cash flows estimates related to future restructurings and future cost efficiencies. When calculating value in use, It is also necessary to base the calculations on the spot exchange rate at the date of calculation
J. Expenditures for exploration and evaluation of mineral resources, mine development and mining operations – The Corporation has defined an accounting policy for each of these expenditures.
Development expenses for deposits under exploitation whose purpose is to maintain production levels are recognized in profit or loss when incurred.
Exploration and evaluation costs such as: drillings of deposits, including expenses necessary to locate new mineralized areas and engineering studies to determine their potential for commercial exploitation are recognized in profit or loss, normally at the pre- feasibility stage.
Pre-operating and mine development expenses (normally after feasibility engineering Is reached) incurred during the execution of a project and until its start-up are capitalized and amortized in relation to the future production of the mine. These costs include stripping of waste material, constructing the mine’s infrastructure and other works carried out prior to the production phase.
Finally, costs for defining of new areas or deposit areas in exploitation and of mining operations (PP¿E) are recognized in property, plant and equipment and are amortized through profit or loss over the period during which the benefits are obtained.
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In accordance with the criteria outlined above, the costs associated with acquired exploration and mining exploitation licenses that are part of a project in the feasibility stage will be classified as property, plant, and equipment. Prior to this stage, these assets will be presented as non-amortizable intangible assets.
k. Income taxes and deferred taxes – Codelco and its Chilean subsidiaries recognize annually income taxes based on the net taxable income determined as per the standards established in the Income Tax Law and Article 2 of D.L. 2398, Codelco also recognizes the specific tax on mining activities referred to in Law No 20026 of 2005, until December 31, 2023, and the Mining Royalty Tax referred to in Law No. 21590, as from January 1, 2024.
lts foreign subsidiaries recognize income taxes according to the tax regulations of the respective countries.
In addition, Codelco’s taxable income in each period is subject to the tax regime established in Article 26 of D.L. No. 1350, and It must pay the encumbrances in March, June, September, and December of each year, based on a provisional tax calculation.
The deferred taxes arising from temporary differences and other events that create differences between the accounting and tax bases of assets and liabilities, are recorded in accordance with the standards established in IAS 12 Income tax.
Deferred taxes are also recognized for undistributed profits of some subsidiaries and associates, at the remittance tax rate on dividends paid by these companies to the Corporation.
I. Inventories – Inventories are measured at cost when such does not exceed net realizable value. Net realizable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale (1.e., marketing, sales, and distribution expenses). Costs of inventorles are determined according to the following methods:
– Finished products and products in process: These inventories are measured at their average production cost determined using the absorption costing method, including labor, depreciation of fixed assets, amortization of intangibles and indirect costs of each period. Inventories of products in process are classified in current and non-current, according to the normal cycle of operation
– Materials in warehouse: These inventories are valued at acquisition cost and the Corporation determines an allowance for obsolescence considering that slow-moving materials in the warehouse remain in stock.
– Materials in transit: These inventories are measured at cost incurred at the end of reporting period. Any difference because of an estimate of net realizable value of the Iinventories lower than It carrying amount is recognized in profit or loss.
F-130 Corporación Nacional del Cobre de Chile
m. Dividends – In accordance with Article 6 of D.L. 1350, the Corporation has a mandatory obligation to distribute Its net income as presented in the financial statements. The payment obligation Is recognized on an accrual basis. (see note 20)
n. Employee benefits – Codelco recognizes a provision for employee benefits when there is a present obligation (legal or constructive) as a result of services rendered by its employees.
The employment contracts stipulate, subject to compliance with certain conditions, the payment of an employee severance indemnity when an employment contract ends. In general, this corresponds to one monthly salary per year of service and considers the components of the final remuneration which are contractually defined as the basis for the Iindemnity. This employee benefit has been classified as a defined benefit plan.
Codelco has also agreed to post-employment medical care benefits for certain retirees.
This employee benefit has been classified as a defined benefit plan.
These plans continue to be unfunded as of December 31, 2024.
The employee severance indemnity and the post-employment medical plan obligations are determined using the projected unit credit method, with actuarial valuations being carried out at the end of each reporting period. The defined benefit plan obligations recognized in the statement of financial position represent the present value of the accrued obligations.
Actuarial gains and losses are recognized immediately in other comprehensive income and will not be reclassified to profit or loss.
The Corporation’s management uses assumptions to determine the best estimate of these benefits. The assumptions Include an annual discount rate, expected increases In salaries and turnover rate, among other factors.
In accordance with its operating optimization programs to reduce costs and increase labor productivity by incorporating new current technologies andor better management practices, the Corporation has established employee retirement programs by amending certain employment contracts or collective union agreements to include benefits encouraging employees to early retire, for which the necessary provisions are made based on the accrued obligation at current value. In case of employee retirement programs which involve multi-year periods, the accrued obligations are updated using a discount rate determined based on financial instruments denominated in the same currency and similar maturities that will be used to pay the obligations.
o. Provisions for decommissioning and site restoration costs – The Corporation recognizes a provision for the estimated future costs of decommissioning and restoration of mining projects in development or production when a mining activity causes a disruption under a constructive or legal obligation. Costs are estimated on the basis of a formal closure plan and cost estimates are annually reviewed.
F-131 Corporación Nacional del Cobre de Chile
Costs arising from the obligation to dismantle a plant installation or other site preparation work, discounted to their present value, are provided for and capitalized at the beginning of each project or at the origin of the constructive or legal obligation as soon as the obligation to incur such costs arises.
These decommissioning and restoration costs are recorded in income through the depreciation of the asset that gave rise to such cost, and the use of the provision Is made when the decommissioning materializes. Subsequent changes in estimates of decommissioning-related liabilities are added to or deducted from the costs of the related assets in the period in which the adjustment Is made.
Other restoration costs, outside the scope of lAS 16, Property, Plant and Equipment, are provided for at their present value against operating results and the use of the provision is made in the period in which the restoration work is performed.
The accretion of the discount on a closure liability due to the passage of time Is recognized as a finance expense in the statement of income.
p. Leases – The Corporation evaluates its contracts at initial application to determine whether they contain a lease The Corporation recognizes a right-of-use asset and a corresponding ltability for lease with respect to all lease agreements in which Codelco is the lessee, except for short-term leases (defined as a lease with a lease term of twelve months or less) and leases of low-value assets. For these leases, the Corporation recognizes the lease payments as an operating cost on a stralght-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which the economic benefits of the leased assets are consumed.
The lease liability Is Initially measured at the present value of the lease payments that have not been pald at the commencement date, discounted using the interest rate implicit in the lease. If this rate cannot be easily determined, the Corporation uses the incremental borrowing rate.
The incremental rate for loans used by Codelco is determined by estimating the Interest rate that the Corporation would have to pay for borrowing the necessary funds to obtain an asset of an equivalent nature similar in value to the right-of-use asset of the respective lease, in a similar economic environment over a similar term.
Lease payments included in the measurement of the lease liability mainly include fixed payments, variable payments that depend on an index or a rate and the exercise price of a purchase option. Variable payments that do not depend on an index or a rate are excluded.
The lease liability ¡is subsequently measured as follows: the carrying amount increased to reflect the Interest on the lease liability (using the effective rate method) and the carrying amount is reduced to reflect the lease payments made.
F-132 Corporación Nacional del Cobre de Chile
The Corporation revalues the lease liability as to the discount rate (and makes the corresponding adjustments to the asset for respective right of use) through a modified discount rate when:
– There Is a change in the term of the lease, or
– There is a change In the assessment of an option to purchase the underlying asset, or
– There is a change In an index or rate which generates a change in cash flows.
Right-of-use assets comprise the amount of the present value of payments not made at the contract inception date, and lease payments made before or up to the inception date, less lease incentives received and any initial direct costs incurred plus other decommissioning and site restoration costs. The right-of-use assets are subsequently measured at cost less accumulated depreciation and accumulated losses due to Impalrment.
When the Corporation incurs a cost obligation to dismantle or remove a leased asset, restore the location in which It is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognized and measured in accordance with lAS 37. Costs are included in the corresponding right-of-use asset unless those costs are incurred to produce inventorles.
The right-of-use assets are depreciated during the shorter period between the term of the lease and the useful life of the underlying asset. If a lease transfers the ownership of the underlying asset or the cost of the right-of-use asset reflects that the Corporation expects to exercise its option to purchase, the right-of-use asset Is depreciated over the useful life of the underlying asset. Depreciation is made from the start date of the lease.
The Corporation applies IAS 36 to determine If a right-of-use asset is impalred and recognizes any impalrment loss identified, as described in the accounting policy for Property, plant and equipment.
q. Revenue from Contracts with Customers – Revenue is recognized in an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to customers.
– Sale of mineral goods and or by-products: Contracts with customers for the sale of mineral goods and or by-products include the performance obligation for the delivery of the physical goods and the associated transportation service, at the place agreed with the customers. The Corporation recognizes revenue from the sale of goods when the performance obligation is satisfied according to the shipment or dispatch of the products, in accordance with the agreed conditions, such revenue being subject to variations related to the content and or sale price at the date of its liquidation. Notwithstanding the foregoing, there are some contracts where the performance obligation is satisfied when there is receipt of the product instead of the buyer’s corresponding destination, thus recognizing revenue at the time of said
F-133 Corporación Nacional del Cobre de Chile transfer. When services of transport of goods are provided, the Corporation recognizes revenue when the service obligation is satisfied.
Sales that have discounts associated with volume subject to compliance with goals are recognized net, estimating the probability that the volume target will be reached.
Sales contracts include a provisional price at the shipment date. The final price is generally based on the London Metals Exchange (“LME”) price. Revenue from sales of copper is measured using estimates of the future spread of metal prices on the LME andor the spot price at the date of shipment, with subsequent adjustments made upon final pricing recognized as revenue. The terms of sales contracts with customers contain provisional pricing arrangements whereby the selling price for metal concentrate is based on prevailing spot prices on a specified future date after shipment to the customer (the quotation period). Consequently, the final price is set at the dates indicated in the contracts. Adjustments to provisional sale prices occur based on movements in quoted market prices on the LME up to the date of final pricing. The period between provisional invoicing and final pricing is typically between one and nine months. Changes in fair value over the quotation period and until final pricing are estimated by reference to forward market prices for applicable metals.
As indicated in the note related to hedging policies in the market of metal derivatives, the Corporation enters into operations in the market of metal derivatives. Gains and losses from those which are fair value hedges contracts are recognized as revenues.
– Rendering of services: Additionally, the Corporation recognizes revenue for rendering services, which are mainly related to the processing of minerals bought from third parties. Revenue from rendering of services is recognized when the amounts can be measured reliably and when the services have been provided.
r. Derivatives contracts – Codelco uses derivative financial instruments to reduce the risk of fluctuations in sales prices of Its products and of exchange rates.
Derivatives are Initially recognized at fair value at the date the derivative contracts are entered into and are subsequently measured to their fair value at the end of each reporting period.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income and accumulated in equity under the item “Cash flow hedge reserve. The gain or loss relating to the Ineffective portion is immediately recognized in profit or loss and included in the Finance cost or Finance income line items, depending on the effect of such Iineffectiveness. The amount recognized in comprehensive income is reclassified to income, in the same line in which the effects generated by the hedged item are recorded once the results of the hedged transactions are recorded in the same line or until the maturity date of such transactions.
F-134 Corporación Nacional del Cobre de Chile
A hedge Is considered highly effective when It meets the requirements of IFRS 9. At the time of discontinuation of the hedge contract or the associated designated accounting and according to the circumstances of each case, the accumulated gainloss on the derivative Instrument remains in equity until the hedge transaction occurs, or If discontinuation Is expected to occur, the amount in equity Is reclassified to profit or loss.
The total fair value of hedging derivatives is classified as non-current financial asset or llability, ifthe remaining maturity of the hedged item ¡is greater than twelve months, and as current financial asset or liability if the remaining maturity of the hedged ¡tem ¡is less than twelve months.
The derivative contracts held by the Corporation have been entered into to apply the risk hedging policies and are accounted for as indicated below:
– – Hedging policies for exchange rate risk: The Corporation enters into exchange rate derivatives to hedge exchange rate varlations between the U.S. dollar and the currencies of transactions the Corporation undertakes. In accordance with the policies established by the Board of Directors, these hedge transactions are only entered into when there are recognized assets or liabilities, forecasts of highly probable transactions or firm commitments. The Corporation does not enter into derivative transactions for non-hedging purposes.
– Hedging policies for metal market prices risk: In accordance with the policies established by the Board of Directors, the Corporation entered into derivative contracts to reduce the inherent risks in the fluctuations of metal prices.
Hedging policies seek to protect expected cash flows from product sales operations by adjusting, when necessary, physical sales contracts to its commercial policy. When the sales commitments are fulfilled and the metal derivative contracts are settled, there is an offset between the results of the sales transactions and the results of hedging using metal derivatives.
Hedging transactions carried out by the Corporation in the metal derivatives market are not undertaken for speculative purposes.
– Embedded derivatives: The Corporation has established a procedure that allows for evaluation of the existence of embedded derivatives in financial and non-financial contracts. Where there is an embedded derlvative, and the host contract is not a financial instrument and the characteristics and risks of the embedded derivative are not closely related to the host contract, the derivative is required to be recognized separately.
s. Segment reporting – The Corporation has defined its Divisions as its operating segments in accordance with the requirements of IFRS 8, Operating Segments. The mining deposits in operation, where the Corporation conducts lts extractive and processing activities are managed by the following Divisions: Chuquicamata, Radomiro Tomic, Ministro Hales,
F-135 Corporación Nacional del Cobre de Chile
Gabriela Mistral, Salvador, Andina and El Teniente. In addition, the smelting and refining activities are managed at the Ventanas Division. From June 2023 the Ventanas Division only manages the refining area. All these Divisions have a separate operational management, which reports to the Chief Executive Officer, through the North and South- Central Vice-President of Operations, respectively. Malin revenue and expenses Items controlled by the Head Office are allocated to the Divisions.
t. Presentation of Financial Statements – For purposes of AS 1 Presentation of Financial Statements, the Corporation presents its statement of financial position classified as “current and non-current” and its statements of income “by function and cash flows using the direct method.
u. Current and non-current financial assets – The Corporation determines the classification of its financial assets at the time of Initial recognition and reviews it at each closing date.
The classification depends on the business model in which the investments are managed and the contractual characteristics of thelr cash flows.
The Corporation’s financial assets are classified into the following categories:
– – Atfair value through profit or loss: Initial recognition: This category includes those financial assets that do not qualify in the business model to collect contractual cash flows, nor do such cash flows come exclusively from capital and Interest. These instruments are initially recognized at fair value.
Subsequent recognition: Their subsequent recognition Is at fair value, recording in the consolidated statement of comprehensive income, in the line Other gains (losses)’ any changes in fair value.
– – Amortized cost: Initial recognition: This category Includes those financial assets that qualify in the business model and that are held for the purpose of collecting contractual cash flows and that meet the “Solely Payment of Principal and Interest” (SPPI) criterion. This category includes certain Trade and other current receivables, and the loans included in other non-current financial assets.
Subsequent recognition: These (debt) instruments are subsequently measured at amortized cost using the effective interest method. The amortized cost of a financial asset Is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortization using the effective Interest method of any difference between that initial amount and the maturity amount, adjusted for any Iimpalrment allowance.
Interest income is recognized in profit or loss and is calculated by applying the effective
Interest rate to the gross carrying amount of a financial asset. For financial assets measured at amortized cost that are not part of a designated hedging relationship,
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Corporación Nacional del Cobre de Chile exchange differences are recognized in profit or loss in the Foreign exchange difference line item.
– Atfair value through other comprehensive income: Initial measurement: Financial assets that meet the criteria “Solely payments of principal and interest” (SPPI) are classified in this category and must be maintained within a business model both to collect the cash flows and to sell the financial assets.
These instruments are initially recognized at fair value. In this section, investments in equity instruments are also included.
Subsequent recognition: Their subsequent valuation is at fair value. Interest income calculated using the effective interest rate method, foreign exchange gains and losses, impairment, and dividends are recognized in income. Other net gains and losses are recognized in other comprehensive income. On derecognition, the gains and losses accumulated in comprehensive income while for investments in equity instruments, their reclassification is recorded in retained earnings. Codelco has Irrevocably elected to present subsequent changes in the fair value of the investment in equity instruments in other comprehensive income.
v. Financial liabilities – Financial liabilities are initially recognized at fair value net of transaction costs. Subsequent to their initial recognition, the valuation of the financial llabilities will depend on their classification, within which the following categories are distinguished:
– – Financial liabilities at fair value through profit or loss: This category includes financial liabilities defined as held for trading.
Changes in fair value associated with own credit risk are recorded in other comprehensive income unless doing so creates an accounting mismatch.
– – Financial liabilities measured at amortized cost: This category includes all financial llabilities other than those measured at fair value through profit or loss.
The Corporation includes in this category bonds, obligations and other current payables.
These financial liabilities are measured using the effective interest rate method, recognizing interest expense based on the effective rate.
The method of the effective Interest rate corresponds to the method of calculating the amortized cost of a financial liability and the allocation of interest expenses during the corresponding period. The effective interest rate Is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate, a shorter period, to the net carrying amount on initial recognition.
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Trade and other current payables are financial liabilities that do not explicitly accrue Interest and are recognized at their nominal value, which approximates its fair value.
Financial liabilittes are derecognized when the liabilities are paid or expire.
w. Impairment of financial assets – The Corporation measures the loss allowance at an amount equal to lifetime expected credit losses for certain of lts trade recelvables. For these, It uses the simplified approach as required under IFRS 9,
The provision matrix is based on the Corporation’s historical credit loss experience over the expected life of such trade recelvables and Is adjusted for forward -looking estimates considering the most relevant macroeconomic factors that affect bad debts.
Other accounts recelvable and other financial assets are reviewed using reasonable and sustainable information that is available without cost or disproportionate effort in accordance with IFRS 9 to determine the credit risk of the respective financial assets. A provision for impairment losses on trade recelvables and other financial assets Is established when there is objective evidence that the amounts due may not be fully recovered.
X. Statement of cash flows – The statement of cash flows reflects changes in cash that took place during the period, determined under the direct method. The Corporation has defined the following:
– Cash flows: Inflows and outflows of cash or cash equivalents, which are defined as highly liquid investments maturing in less than three months with a low risk of changes In value.
– – Operating activities: Are the principal revenue-producing activities of the Corporation and other activities that are not investing or financing activities.
– Investing activities: These are the acquisition and disposal of long-term assets and other investments not included in cash and cash equivalents.
– Financing activities: These are activities that result in changes in the size and composition of net equity and borrowings of the Corporation.
Bank overdrafts are classified as external resources in current liabilities.
y. Law No. 13196 – Under this law, the return in foreign currency of sales abroad of the Corporation’s actual income from its copper production, including by-products, Is taxed at
10%. The amount recognized for this concept is presented in the statement of income within the line item Other expenses by function. See explanatory note in section 11!. Note 24 letter c) of this financial statements-
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Corporación Nacional del Cobre de Chile
z. Cost of sales – Cost of sales Is determined according to the absorption costing method, including the direct and indirect costs, depreciation, amortization and any other expenses directly attributable to the production process.
aa. Classification of current and non-current balances – In the consolidated statement of financial position, the balances are classified according to their maturities, that Is, as current for those with a maturity equal to or less than twelve months and as non-current for those with a greater maturity. Where there are obligations whose maturity is less than twelve months, but whose long-term refinancing is insured upon a decision by the Corporation whose intention is to refinance, through credit agreements available unconditionally with long-term maturity, these could be classified as non-current liabilities.
3. New standards and interpretations adopted by the Corporation
The accounting policies adopted in the preparation of the consolidated financial statements are consistent with those applied in the preparation of the Corporation’s annual consolidated financial statements for the year ended December 31, 2023, except for the adoption of new standards, interpretations and amendments, effective from January 1, 2024, which are:
a) Classification of Liabilities as Current or Non-Current (Amendments to lAS 1) The amendments aim to promote coherence in applying Its requirements by helping companies to determine whether, in the statement of financial position, debts and other liabilities with an uncertain settlement date must be classified as current (maturing or potentially maturing in one year or less) or not current. It is important to note that this amendment must be applied retrospectively and early application is permitted.
b) Lease liability on a sale and leaseback (Amendments to IFRS 16) The amendment clarifies how a lessee subsequently measures sale and leaseback transactions that meet the requirements of IFRS 15 to be accounted for as a sale.
c) Non-current liabilities with covenants (Amendments to |AS 1) The amendment clarifies how the conditions that an entity must meet within twelve months after the reporting period affect the classification of a liability.
d) Suppliers financial agreements (Amendments to lAS 7 and IFRS 7) The amendments add disclosure requirements and “signaling within the existing disclosure requirements, which request entities to provide qualitative and quantitative information on suppliers financing arrangements.
The application of these amendments had no impact on the Corporation’s consolidated financial statements, but may affect the accounting for future transactions or arrangements.
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4. New accounting pronouncements
The following new standards, modifications and interpretations had been issued by the lASB, but their application is not yet mandatory:
New IFRS Date of mandatory Summary application Lack of interchangeability| Annual filing and reporting |Contain guidance to specify when a Amendments to lAS 21) periods beginning on or after | currency is exchangeable and how to January 1, 2025. determine the exchange rate when it Is not.
Modifications to SASB Annual reporting periods Remove and replace jurisdiction- standards to improve their beginning on or after January 1, | specific references and definitions in international applicability 2025. Will not be approved for [the SASB standards, without use in the EU. materially altering industries, topics or metrics.
Presentation and disclosures in | Applicable for annual periods Not yet approved for use in the EU financial statements IFRS 18 | beginning on or after January 1, | IFRS 18 includes requirements for all
2027. entities applying IFRS for the presentation and disclosure of
Not yet approved for use in the | information in the financial
EU statements.
Subsidiaries without public Applicable for annual periods IFRS 19 specifies the disclosure accountability: Disclosure beginning on or after January 1, | requirements that a subsidiary may information IFRS 19. 2027. apply instead of the disclosure requirements of other IFRS
Not yet approved for use in the Accounting Standards.
EU
F-140 Corporación Nacional del Cobre de Chile
Amendments to IFRS 9 and IFRS 7 relating to the classification and measurement of financial instruments.
Annual reporting periods beginning on or after January 1,
2026.
Not yet approved for use in the EU
Address issues identified during the post-implementation review of the classification and measurement requirements of IFRS 9 Financial Instruments.
Annual Improvements to IFRS Accounting Standards – Volume 11
Annual reporting periods starting on or after 1 January 2026.
Not yet approved for use in the EU.
Includes the following amendments:
IFRS 1: Hedge accounting by a first- time adopter.
IFRS 7: Gain or loss on derecognition.
IFRS 7: Disclosure of the deferred difference between fair value and transaction price.
IFRS 7: Introduction and disclosures about credit risk.
IFRS 9: Derecognition of lessee’s lease liabilities.
IFRS 9: Transaction price.
IFRS 10: Determination of a “de facto agent.
IAS 7: Cost method.
Management is currently evaluating the impact of the adoption of these new regulations and modifications. It is not expected to have a significant impact on the consolidated financial statements.
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Corporación Nacional del Cobre de Chile
Il… EXPLANATORY NOTES
1. Cash and cash equivalents
The detail of cash and cash equivalents as of December 31, 2024 and 2023, is as follows: | ama | A | 1210 Mrs Aida lí ab on lin ST [ | – 10%
Eli Cute 447 585 BLA 01
Var ¿pots 00 1Ó GRA 155 | Muliab funds Monoy mute! 24 104 24 47?
Total cash and cash equals [80820] 1,342045
Interest on time deposits is recognized on an accrual basis using the contractual interest rate of each of these instruments.
The Corporation does not hold any significant amounts of cash and cash equivalents that have a restriction on use.
Cash and cash equivalents meet the low credit risk exemption under IFRS 9. The classification of time deposits meet the requirements of 7.
2. Trade and other receivables
a) Trade and other receivables
The following table sets forth trade and other receivables balances, with their corresponding expected credit loss provision:
Cite ] Current ] Narea
12-31-2024 1231.02) 12.31.2024 | 12.11.2023 | | Thus5 TA | THLSS TAS | Trade recswobles (1 | ¿HS an | ¿PU Expected Creda Loss provearon (3) 1 5] 18,501! Subiolal trade recolvables, net ¿24.021 2,711,708 – | Oiber aocounós recerrabla (2) Eb 917 | 114 02 070 | E | Expected Credi Loss pervesion (3) 24 655j| 7 DR ¡Other other accounts recalvable, nel | EN 667 833 | 19,70 | 11,417 Total | 3104730 | 3,05 063 718,0 | 113772
(1) Trade receivables correspond to the sales of copper and its by-products, those that in general are sold in cash or bank credit notes.
(2) Other receivables mainly consist of the following items:
F-142 Corporación Nacional del Cobre de Chile e Remaining tax credit susceptible to refund VAT and other taxes recelvable, amounting to ThUS$632,368 and ThUS$ 414,058 as of December 31, 2024 and 2023, respectively.
e Receivables owed by the Corporation’s personnel, for short-term and long- term current loans of ThUS$115,884 and ThUS$76,932, respectively (as of December 31, 2023 ThUS$83,778 and ThUS$70,079, respectively), both deducted monthly from their salaries. Mortgage loans granted to the Corporation’s personnel amounting to ThUS$22,644, which are mainly long- term, are with mortgage guarantees (as of December 31, 2023 ThUS$26,604).
e Advances to suppliers and contractors, to be deducted from the respective payment statements for TRUS$85,767 and ThUS$117,332 as of December 31, 2024 and 2023, respectively.
e Accounts receivable for factory services to ENAMI. These services for the year 2024 amounted to ThUS$1,127. Additionally, in order to complement the commercial commitments between Codelco and ENAMI, the Corporation purchases copper concentrate and by-products and sells cathodes to ENAMI.
Both Codelco and ENAMI are companies owned by the State of Chile.
(3) The Corporation recognizes an expected credit loss provision based on its expected credit loss model.
The reconclliation of changes in the expected credit loss provision, were as follows:
Hara lazo | 1231203) MES mis Opening balance | 20647 | Ex HO 846 CLA: A +4 pd ran Movement subo (2,363) 517] Closing balance | 262541 18617
The balance of past due but not impaired balances is as follows:
Ageing | BIAM | NI Lea das El den 3.0% ne Mi days – 1 yes 2214 = E al 5: ¡ Tetal ungeseisioned par-due debt EH ia
F-143 Corporación Nacional del Cobre de Chile
b) Accruals for open sales involces
The Corporation adjusts its revenues and trade recelvable balances, based on future copper prices through the recognition of an accrual for open sales involces.
When future price of copper is lower than the provisional invoicing price, the accrual Is presented in the statement of financial position as follows:
– For those customers that have due balances with the Corporation, the accrual is presented as a deduction from the line item trade and other current recelvables.
– Forthose customers that do not have due balances with the Corporation, the accrual Is presented in the line item trade and other current payables.
When the future copper price Is higher than the provisional invoicing price, the accrual Is added to the line item trade and other current recelvables.
In accordance with the above, as of December 31, 2024, a credit balance of ThUS$ 139,383 for provisions for unfinished sales invoices was recorded in the Trade Recelvables and Other Accounts Recelvable account. As of December 31, 2023, this account had a debit balance of ThUS$ 83,778.
As of December 31, 2024 and 2023, the negative provision for unfinished invoices, associated with clients that do not maintain balances owed to Codelco, was reclassified to the Trade payables item of current liabilities, TRUS$9,379 and ThUS$1, respectively, which added to the balance presented in the Trade debtors and other accounts recelvable item, total a negative net provision of ThUS$148,762 and ThUS$83,777, respectively.
3. Balances and transactions with related parties
a) Transactions with related persons
In accordance with Law on New Corporate Governance, the members of Codelco’s Board are, in terms of transactions with related persons, subject to the provisions of Title XVI of Law on Corporations, which sets the requirements regarding transactions with related parties in publicly traded companies and their subsidiaries.
Notwithstanding the foregoing, pursuant to the provisions of the final paragraph of Article 147 b) of Title XVI, which contains exceptions to the approval process for transactions with related parties, the Corporation has established a general policy over customary transactions (which was communicated through a significant event notice to the CMP), that defines customary transactions as those carried out with Its related parties in the normal course of business, which contributes to the social interest and are necessary to the normal development of Codelco’s activities.
F-144 Corporación Nacional del Cobre de Chile
Likewise, consistent with the referred to above standard, the Corporation has implemented as part of its internal regulatory framework, a specific policy dealing with business between related persons and companies with Codelco’s executives. Codelco’s Corporate Policy No.18 (CCP No. 18), the latest version currently in force, was approved by the Chief Executive Officer and the Board of Directors.
Accordingly, Codelco without the authorization required in CCP No. 18 and of the Board of Directors, as required by Law or by the Corporation by-laws, shall not enter into any contracts or agreements involving one or more Directors, its Chief Executive Officer, the members of Division’s Managing Committees, Vice-presidents, Legal Counsel, General Auditor, Division Chief Executive Officers, Advisors of Senior Management, employees who must make recommendations andor have the authority to award tenders, assignments of purchases andor contracting goods and services, and employees in management positions (up to fourth hierarchical level in the organization), including their spouses, children and other relatives up to second degree of relation, with a direct interest, represented by third parties or on behalf of another person. Likewise, CCP No. 18 requires administrators of Corporation’s contracts to declare all related persons and disqualify himselfherself if any related persons are involved within the field of hisher job responsibilities.
This prohibition also includes the companies in which such administrators are involved through ownership or management, either directly or through representation of other natural persons or legal entities, as well as those individuals who also have ownership or management in those companies.
The Board of Directors has been informed and approved certain transactions as defined in CCP No. 18.
F-145 Corporación Nacional del Cobre de Chile
These operations include those shown in the following table, for the total amounts mentioned, which must be executed within the time periods specified in each contract:
1-1-2024 1-1-2023 Company Taxpayer ID No. [Country | Nature of relationship | Transaction description 12-31-2024 12-31-2023
Amount Amount
ThUus$ ThUus$ Adelanta Asesorías y Servicios Ltda 76.425.905-K | Chile [Employee relative Services – 975 Anglo American Sur S.A. 77.762.940-9 | Chile [Associate Supplies 1.200 18 Aplik S.A. 96.939.370-0 | Chile [Employee relative Services 297 – Besalco Maquinarias S.A: 79.633.220-4 | Chile [Family of Director Services 97.885 32.068 CDZ Ingeniería Uno Ltda 77.535.292-2 | Chile [Employee relative Services – 20.750 Centro de Capacitación y Recreación Radomiro Tomic. 75.985.550-7 | Chile [Other related Services 290 784 Cia Minera Doña Inés de Collahuasi 89.468.900-5 | Chile [Board member Services 105 – Clinica San Lorenzo Ltda. 88.497.100-4 | Chile [Afiliate Services 113 Codelco Shanghai Company Limited. Foreign China ¡Affiliate Services 5.316 Comercial e Import Villanueva Ltda 77.000.200-1 | Chile [Employee relative Supplies 1.523 Comercial Easy Import S.A. 76.421.167-7 | Chile [Employee relative Services 6 Compass Catering S.A. 96.651.910-K | Chile [Employee relative Services – 1.257 Complejo Portuario Mejillones S.A. 96.819.040-7 | Chile [Afiliate Services 25.352 14.527 Consorcio Ingeniería CDZ Ltda 76.926.371-3 | Chile [Employee relative Services – 25.652 Consultor Ingenieria de Proyectos ltda. 77.060.510-5 | Chile [Employee relative Services 272 Consultorias y Asesorias Auditorias y Capacitación Guerra y Guerra ltda 76.168.106-0 | Chile [Employee relative Supplies – 5 Cytec Chile Ltda. 96.686.630-6 | Chile [Employee relative Services 58 DPIN Spa 77.666.758-7 | Chile [Employee relative Services 2.006 – Ecometales Limited agencia en Chile. 59.087.530-9 | Chile [Affiliate Services and Supplies 326 491.196 Empresa Concesionaria de Servicios Sanitarios (ECONSSA Chile S.A.) 96.579.410-7 Chile [Family of Director Services 873 – Empresa de prestación de Servicios Rodolfo Figueroa Valle 76.877.220-7 | Chile [Employee relative Services – 5.470 Enaex Servicios S.A. 76.041.871-4 | Chile [Family of Director Supplies 708.538 751 Exploraciones Mineras Andinas S.A. 99.569.520-0 | Chile [Affiliate Services – 406.470 Finning Chile S.A. 91.489.000-4 | Chile [Employee relative Services and Supplies 227 429.385 Fundación de Salud El Teniente. 70.905.700-6 | Chile [Affiliate Services 54.509 21.213 Fundacion Educacional de Chuquicamata. 72.747.300-9 Chile [Founder Services 12 – Fundación Educacional el Salvador 73.435.300-0 | Chile [|Founder Services 907 Fundación Orquesta Sinfónica Infantil de los Andes. 65.018.784-9 Chile [Founder Services 357 Fundación Sewell 65.493.830-K | Chile [Founder Services 959 – Hatch Ingenieros y Consultores Ltda. 78.784.480-4 | Chile [Employee relative Services 187 50 Ingeniería y Construcción Sigdo Koppers S.A. 91.915.000-9 | Chile [Family of Director Services and Supplies 121.314 167.315 Inversiones Cratos Ltda 76.617.441-8 | Chile [Employee relative Servicios – 4.236 ISalud Isapre de Codelco Ltda 76.334.370-7 | Chile [Afiliate Services 189.931 195.151 JM Dyvinetz consultoria y servicios ltda. 77.393.290-5 | Chile [Employee relative Services – 501 Janssen S.A. 81.198.100-1 | Chile [Family of Director Supplies 272 13.787 JR! Ingeniería S.A. 96.611.930-6 Chile [Employee relative Services – 24,109 Kairos Mining S.A. 76.781.030-K | Chile [Associate Services 32.831 4.530 Kronox Chile Spa 76.242.181 K | Chile [Employee relative Supplies – 1 Linde Gas Chile S.A. 90.100.000-K | Chile [Employee relative Supplies 4.406 Loop Redsur Servicios de Mantenimiento Equipos de Levante SPA 77.126.525-1 Chile [Employee relative Supplies 4 Lucas Blandford Maquinarias SPA 76.213.738-0 | Chile [Employee relative Supplies – 185 Magotteaux Chile S.A. 78.307.010-3 Chile [Family of Director Supplies 296.058 292 Manufacturas AC Ltda 77.439.350-1 Chile [Employee relative Supplies – 14 Metso Outotec Chile SpA 93.077.000-0 | Chile [Employee relative Services and Supplies 51.828 MI Robotic Solutions S.A. 76.869.100-2 Chile [Employee relative Services and Supplies – 121 Minera los Pelambres 96.790.240-3 Chile [Employee relative Services 76 – NTT Data Chile S.A. 96.886.110-7 Chile [Family of Director Services 6.337 4.814 Previred S.A. 96.929.390-0 | Chile [Employee relative Services – 57 Primser S.A. 76.753.160-5 Chile [Employee relative Supplies – 29 Rizzoli Stefano y Cia.Ltda. 77.094.290-K | Chile [Employee relative Services 216 S y S Ingenieros Consultores Ltda. 84.146.100-2 Chile [Employee relative Services 107 – Servicio Lucas Blandford Maquinarias SPA 92.606.000-7 Chile [Employee relative Services 4 Servicios Geologicos Geodatos S.A. 88.152.200-4 | Chile [Employee relative Services 1.995 Servicios para la mantención Minera E Industrial S.M.A.SPA 76.169.625-4 | Chile [Employee relative Services 3.634 SK Godelius S.A. 76.167.834-5 Chile [Family of Director Services – 525 Soc. S y S Ingenieria Ltda. 79.592.060-9 Chile [Employee relative Services 322 329 Sociedad Contractual Minera El Abra. 96.701.340-4 | Chile [Associate Supplies – 82 Tecno Fast S.A. 76.320.186-4 | Chile [Employee relative Services 64.725 75.789 Termoequipos SpA 78.123.830-9 Chile [Employee relative Supplies – 2 Veolia Soluciones Ambientales Chile S.A. 77.441.870-9 Chile [Employee relative Supplies 846 28 Worley Ingenieria y Construcción Chile SPA 96.588.850-0 | Chile [Employee relative Services 26.895 66.043
F-146
Corporación Nacional del Cobre de Chile
b) Key Management of the Corporation
In accordance with the policy established by the Board of Directors and its related regulations, the transactions with the Directors, the Chief Executive Officer, Vice Presidents, Corporate Auditor, the members of the Divisional Management Committees and Divisional General Managers shall be approved by the Board of Directors.
During the years ended December 31, 2024 and 2023, the members of the Board of Directors have received the following amounts as per diems, salaries and fees:
A Pransacino IP IRI. 17-14-02) tn Cour Mit Ol AA AO Setioiad iria prats Mus WraiS4 et hear ri SU, + Leech Jamniora lo | m1 Padei lorráris EN mA y ON TA Le Leech ¿aria de EN MH Para Hi: Er 0T010TOL A Jeprior 24 A MAPA? A Pi o A Br ri E A A 1070.1543 mn lada ¿Ardo da FA “4 Het ca hai PA Ho Tieprir Cetrori lá la 44 bn Cr rd MITO ATT 3 Depot “tail iva HE dd Nairan Ciootna león 10.370 ¿772 e Para Ey ol Llar | et Figo 355 A Al ciendo ebrio hu Aj duos br Codes 105.4 e A bcior to y) SAO Aa Y ciar GEN 778.8 A Mociork ei ha
By Decree Law (DL) No. 70, promulgated on February 5, 2024, established the compensation for the Corporation’s Directors. The compensation to Board of Director members is as follows:
a. The Directors of Codelco will receive a fixed monthly compensation of Ch$4,413,071 (four million four hundred thirteen thousand seventy-one Chilean pesos) for meeting attendance. The payment of the monthly compensation requires at least one meeting attendance each month.
b. The Chairman of the Board will receive a fixed monthly compensation of Cch$8,826,140 (eight million eight hundred and twenty-six thousand one hundred and forty Chilean pesos).
c. Each member of the Directors” Committee, whether the one referred to in Article 50 bis) of Law No. 18046 or another established by the Corporation by-laws, will receive a fixed additional monthly compensation of Ch$1,471,022 (one million four hundred and seventy-one thousand and twenty-two Chilean pesos) for meeting attendance, regardless of the number of committees of which they are members. In addition, the Chairman of the Directors Committee will receive a fixed monthly compensation of Ch$2,942,047 (two million nine hundred and forty-two thousand- and forty-seven-pesos Chilean pesos).
d. The compensation established in the legal text is effective for a period of two years, as from March 1, 2024, and will not be adjusted during said period
F-147
Corporación Nacional del Cobre de Chile
The salaries and benefits granted to the Corporation’s executives are exclusively governed by the Codelco Executive Salaries and Benefits Manual.
On the other hand, the short-term benefits to key management of the Corporation expensed during the years ended December 31, 2024 and 2023, were ThUS$10,891 and ThUS$13,603 respectively.
During the years ended December 31, 2024 and 2023, severance payments and other payments associated with the retirement of Codelco’s senior executives were ThUS$1,302 and ThUS$2,414, respectively.
There were no payments for other non-current benefits during the years ended December 31, 2024 and 2023, other than those mentioned in the preceding paragraph.
There are no share-based payment plans.
Transactions with companies in which Codelco has ownership interest
The Corporation undertakes commercial and financial transactions that are necessary for lts activities with its subsidiaries, associates and joint ventures (related parties). The financial transactions correspond mainly to loans granted (mercantile current accounts).
Commercial transactions with related companies mainly consist of purchasessales of products or rendering of services carried out under market conditions and prices, which do not bear any interest or indexation.
The Corporation does not make expected credit loss provision accounts on the main items receivable from its related companies since these have been subscribed with the relevant safeguards in the respective debt agreements.
The detail of accounts receivable and payable between the Corporation and its related parties as of December 31, 2024 and December 31, 2023 is as follows:
Accounts recelvable from related entities:
Current Non-current
12-31-2024 12-31-2023 | 12-31-2024 | 12-31-2023 ThUS$ ThUS$ ThUs$ ThUS$
77.762.940-9 [Anglo American Sur S.A. Chile Associate US$ 29,067 27,607 –
76.063.022-5 [Inca de Oro S.A. Chile Associate US$ 9 1,049
76.255.054-7 [Planta Recuperadora de Metales SpA Chile Associate US$ 18 14
96.701.340-4 [Sociedad Contractual Minera El Abra Chile Associate US$ 1,286 5,982 – –
96.801.450-1 [Nuevo Cobre S.A. (Ex – Agua de la Falda S.A.) Chile Associate US$ 4 5 224 224 Total 30,384 34,657 224 224
Country of Nature of Currency of origin relationship | readjustment
Taxpayer ID No. Name
F-148
Corporación Nacional del Cobre de Chile
Accounts payable to related entities: pa oo 0 o LE a a 1 app CUM ly Gl rola i lord ” 1201 fa at ar 12.5 E =] ra l a ! li 1 A Ari rea e – AN ‘ a | 1] de ‘ 1 pan 0 dl La ñ ” mk E ln La 1 US Y] rn di
The following table sets forth the transactions carried out between the Corporation and its related entities during the years ended December 31, 2024 and 2023 are detailed below:
1-1-2024 1-1-2023
12-31-2024 12-31-2023 : o Effect on income Effect on Taxpayer ID No. Company Transaction description Country | Currency | Amount .. | Amount income (charge)credit .
(charge)credit ThUs$ ThUS$ ThUS$ ThUus$
96.801.450-1 [Nuevo Cobre S.A. (Ex – Agua de la Falda S.A.) |Sales ofservices Chile CLP 1 1 2 2
96.801.450-1 [Nuevo Cobre S.A. (Ex – Agua de la Falda S.A.) |Contribution Chile US$ – 245 –
77.762.940-9 [Anglo American Sur S.A. Product sales Chile US$ 145,019 145,019 | 36,058 36,058
77.762.940-9 [Anglo American Sur S.A. Other sales Chile CLP – 1,581 1,5581
77.762.940-9 [Anglo American Sur S.A. Product purchase Chile US$ 635,580 (635,580)| 666,321 (666,321)
76.063.022-5 [Inca de Oro S.A. Royalty Chile US$ 3,000 3,000 – –
76.063.022-5 |Inca de Oro S.A. Payments on accountof the company Chile CLP 90 137 –
77.781.030-K [Kairos Mining Services Chile CLP 10,544 (10,544)| 11,262 (11,262)
77.781.030-K [Kairos Mining sale services Chile CLP 1 1 1 1
76.255.054-7 [Planta Recuperadora de Metales SpA Services Chile US$ 26,368 (26,368)| 22,570 (22,570)
76.255.054-7 |Planta Recuperadora de Metales SpA Other sales Chile CLP 1,498 1,498 7,405 7,405
76.255.054-7 |Planta Recuperadora de Metales SpA Product sales Chile CLP 105 105 144 144
96.701.340-4 |Soc. Contractual Minera El Abra Product purchase Chile US$ 451,857 (451,857)| 418,651 (418,651)
96.701.340-4 |Soc. Contractual Minera El Abra Product sales Chile US$ 23,250 23,250 | 24,771 24,771
96.701.340-4 |Soc. Contractual Minera El Abra Other sales Chile US$ 1,493 1,493 1,493 1,493
96.701.340-4 |Soc. Contractual Minera El Abra Commissions received Chile US$ 122 122 123 123
96.701.340-4 |Soc. Contractual Minera El Abra Other purchases Chile US$ 788 (788) 1,055 (1,055)
d) Additional information
The purchasesales of products transactions with Anglo American Sur S.A., are regular business activity transactions to buysell copper and other products. On the other hand, there are certain transactions related to the contract entered into with the subsidiary Inversiones Mineras Nueva Acrux SpA (whose non-controlling shareholder is Mitsul) and Anglo American Sur S.A., under which the latter agreed to sell a portion of its annual copper output to said subsidiary.
F-149 Corporación Nacional del Cobre de Chile
4. Inventories
Inventories as of December 31, 2024 and December 31, 2023 are detailed as follows:
Carmel | Mco-curmert Pe Ed 404 123100 12-31-2024 1231 013 M0 2 9 TOS) | mua y TH Hraibhed pri ¿10,44 110 58 ¡ Sublotal hetañed progucta, eel ¿rara 116 15 Producir m procesa 17.714 2 | 56 1541 254 Po? ¡Subtote produsta ln process, nt | isa] 12 SI A AO ES 4 EA 1072328! Ande Le detecta rraaT 12518 CUA 3 a] Subictm materias ín earehouse 20d 001, NA | 719 46S Bda 137 Total A” ¿24.67 2,495 7D 535 197 | A]
Inventories recognized in cost of sales during the years ended December 31, 2024 and 2023, correspond to finished products and amount to ThUS$12,897,175 and ThUS$13,240,509 respectively, which do not consider the cost of processing services of ThUS$8,563 and ThUS$32,834, respectively.
During the years ended December 31, 2024, US$91,280 was reclassified from the inventory item for strategic inventories to the property, plant and equipment item. (ThUS$ 22,978 as of December 31, 2023).
The reconclliation of changes in the allowance for obsolescence is detailed below:
Movement obsolescence provisión 12-31-2024 12-31-2023 ThUS$ ThUS$ Opening balance (178,191) (172,764) Decrease (increase) in provision 2,996 (5,427) Closing balance (175,195) (178,191)
During the years ended December 31, 2024 and 2023, inventory adjustments of ThUS$23,178 and ThUS$13,248, respectively, were recognized.
As of December 31, 2024, the net realizable value provision for copper was ThUS$ 26,603, with a positive effect on results due to the reversal of the provision amounting to TRUS$ 10,043 (positive result of ThUS$ 17,889 in 2023). As of December 31, 2023, the balance of the net realizable value provision was ThUS$ 36,646.
As of December 31, 2024 and 2023, there are no unrealized gains or losses recognized for purchase and sale transactions of inventories with related parties.
As of December 31, 2024 and 2023, there are no inventories pledged as security for liabilities.
F-150 Corporación Nacional del Cobre de Chile
5. Income taxes and deferred taxes
a) Deferred tax assets and liabilities
Deferred taxes are presented in the Statement of Financial Position as follows:
Deferred taxes 12-31-2024 12-31-2023 ThUusS$ ThUus$ Non-current assets 102,936 103,530 Non-current liabilites 8,716,220 8,241,800 Total deferred taxes, net 8,613,284 8,138,270
The following table shows the deferred tax opening, net, classified as assets or liabilities according to the nature of the temporary differences:
Deferred tax assets 12-31-2024 12-31-2023 ThUusS$ ThUS$ Provisions 1,693,400 1,788,284 Tax loss 662,989 576,179 Contracts for the right to use assets 126 11,546 Other 7,245 10,845 Total deferred tax assets 2,363,760 2,386,854 Deferred tax liabilities 12-31-2024 12-31-2023 ThUusS$ ThUS$ Accelerated depreciation 8,457,491 8,298,087 Change in property, plant and equipment 1,603,666 1,395,155 Tax on mining activity 646,735 605,449 Fair value of acquired mineral claims 168,988 168,959 Deferred income taxes of subsidiaries 26,585 24,229 Financial assets measured at fair value through other comprehensive income 38,443 Valuation of severance indemmites 33,593 33,113 Others 1,543 132 Total deferred tax liabilities 10,977,044 10,525,124
b) The effect of deferred taxes recognized in comprehensive income is detailed as follows:
Deferred taxes that affected comprehensive income 12-31-2024 12-31-2023 ThUus$ ThUS$ Cash flow hedge (2,432) 28,128 Defined benefit plans 4,368 9,148 Financial assets measured at fair value (38,433) – Total deferred taxes that affected comprehensive income (36,497) 37,276
F-151
Corporación Nacional del Cobre de Chile
c) Composition of income tax (expense) | | 11-204 11:20:23 Compositor 12.31-20H 12:31.2073 locas MB Ms F pattern lia ela (018 54] UD AIE Curranl ax 0apensy (607,043) (24,737) Oir porno olirmenis BAJ | EMP si A Toral lesson las [esponad! (545.730. 165.916
d) The following table sets forth the reconciliation of the effective tax rate: ru rr Fuldlk “EC ATA A RT AA mui? 0 ro coa id rca: La IA Dia A ds a A E Agar bi rr TEA A A td Metz Ye e A A E O IA Royalty bazar hire 0d 0 HU, AE
*+en idea Misa cda A ca o A a TO MES e ia A a a dirias a, e FO PEE TA A A “UTM A a Lo urea al 1 Er des pá e ri rl mi A ELM foi a E A A a a bo ari Le 12D Solad de OE TAJ
Fanebd ha
A Tr0nd 1
Em.
TELA lid Ep
RA Ha]
ES A
PEA _ 117-2200 in. EA Mus 1ugg die 1er LIA [EE died A]
+ “L A? ml ¡rim
10-11073 y já, FA, e ¡10 MA Ha Graiásr Pal Eb AED: 105.512 Mu =- Full Mai?
1 E a 41E md. 1 (LEA rio
LA de IRA
A Aa
Es
A (5 be ae Tell HH 1 “o. > CTO 5 ho .
e +
17.8% dae Pia
For the calculation of deferred tax, the Corporation has applied the following taxes rates:
a. Income Tax, the Corporation has applied a rate of 25% to calculate deferred income tax and first category income tax. As a state company, the Corporation is classified as those companies of article 14 letter G of the Income Tax Law, incorporated in the Tax Reform Law No. 21210 of February 24, 2020, maintaining the General Regime of
Taxation.
Meanwhile, the national subsidiaries and associates, by default, have applied the Partially Integrated taxation system with a rate of 27% for both years.
Foreign subsidiaries and associates have applied the tax rates in force in their respective countries.
b. Additional rate of 40%. Article 2 of Decree Law 2398 establishes an additional 40% income tax rate on the Corporation’s taxable income plus the share of retained earnings of companies not organized as corporations or joint stock companies and the dividends actually received from the latter.
F-152
Corporación Nacional del Cobre de Chile
C.
Mining Taxes On August 10, 2023, Law No. 21591 on Mining Royalty was published in the Official Gazette, effective as of January 1, 2024. The law establishes that the new mining royalty tax is comprised of two components: The ad valorem component and the mining margin component. The ad valorem component corresponds to 1% of copper sales and applies to miners whose copper sales represent more than 50% of total sales. The mining margin component applies a rate of between 8% and 26% on mining operating margins in the range of 20% to 80%.
Codelco has recognized in its third quarter financial statements the following effects for each component of the new Mining Royalty:
Mining Margin Component: For the year 2024, an expense of ThUS$ 140,603 was determined, which is presented in income tax expense in the income statement, of which ThUS$ 41,023 corresponds to the effect of deferred taxes.
Ad Valorem Component: For the year 2024, an expense of ThUS$ 119,354 was determined, which is presented in other expenses by function in the income statement (see note 24, letter b).
6. Current tax assets and liabilities
The current tax balance is presented net of monthly provisional payments as an asset or llability in Current Taxes determined as indicated in section ll. Main accounting policies,
2.k):
Current tax assets 12-31-2024 | 12-31-2023 ThUS$ ThUS$ Recoverable taxes 1,814 2,620 Total current tax assets 1,814 2,620 Current tax liabilities 12-31-2024 | 12-31-4023 ThUS$ ThUS$ Provisión PPM 14,347 11,188 Tax provision 7,552 3,226 Total current tax liabilities 21,899 14,414
F-153
Corporación Nacional del Cobre de Chile
7. Property, plant and equipment
a) The items of property, plant and equipment as of December 31, 2024 and December 31, 2023, are as follows:
Property, plant and equipment, gross: 12-31-2024 12-31-2023 ThUS$ ThUS$ Works in progress 9,963,413 7,851,913 Land 236,006 257,012 Buildings 7,272,305 6,999,803 Plant and equipment 22,805,264 22,000,441 Fixtures and fittings 52,854 51,832 Motor vehicles 2,234,449 2,251,668 Lands improvement 9,261,049 9,406,163 Mining operations 12,021,286 10,905,593 Mine development 7,303,348 6,739,215 Other assets 719,947 673,030 Total property, plant and equipment, gross 71,869,921 67,136,670 Property, plant and equipment, accumulated depreciation 12-31-2024 12-31-2023 ThUS$ ThUS$ Land 24,345 22,597 Buildings 4,042,936 3,845,132 Plant and equipment 13,707,741 13,118,373 Fixtures and fittings 47,441 46,567 Motor vehicles 1,862,046 1,802,451 Improvements to land 4,901,294 4,660,460 Mining operations 7,938,008 7,336,680 Mine development 1,435,852 1,359,013 Other assets 364,319 582,826 Total property, plant and equipment, accumulated depreciation 34,323,982 32,774,099 Property, plant and equipment, net 12-31-2024 12-31-2023 ThUS$ ThUS$ Works in progress 9,963,413 7,851,913 Land 211,661 234,415 Buildings 3,229,369 3,154,671 Plant and equipment 9,097,523 8,882,068 Fixtures and fittings 5,413 5,265 Motor vehicles 372,403 449,217 Improvements to land 4,359,755 4,745,703 Mining operations 4,083,278 3,568,913 Mine development 5,867,496 5,380,202 Other assets 355,628 90,204 Total property, plant and equipment, net 37,545,939 34,362,571
F-154
Corporación Nacional del Cobre de Chile
b) Movements in property, plant and equipment
Movements .
Works in aa: Plant and . Fixed Motor Land Mining Mine (in thousands of US$) progress Land Buildings equipment ¡nO vehicles improvement operations development Other assets Total Reconciliation of changes in property, plant and equipment Property, plant and equipment at beginning of period Opening balance 1-1-2024 7,851,913 234,415 3,154,671 8,882,068 5,265 449,217 4,745,703 3,568,913 5,380,202 90,204 34,362,571 Changes in property, plant and equipment Increases other than those resulting from business combinations, property, plant and equipment 4,510,533 981 633 34 573,326 235,506 5,321,013 Depreciation, property, plant and equipment (1,747) (183,430) (776,630) (925)| (115,855) (315,813) (630,284) (61,808) (10,997) (2,097,489) Increase (decrease) through transfers and other changes, property, plant and equipment Increases (decreases) due to transfers from construction in progress, property, plant and equipment (2,197,242) 6,541 351,208 1,147,599 949 47,336 117,945 512,352 10,218 3,094 Increases (decreases) due to other changes, property, plant and equipment (219,039) (28,529) (90,345) (100,565) 90 1,959 (181,216) 110,948 538,884 37,821 70,008 Increase (decrease) through transfers and other changes, property, plant and equipment (2,416,281) (21,988) 260,863 1,047,034 1,039 49,295 (63,271) 623,300 549,102 40,915 70,008 Disposals and retirements of service, property, plant and equipment Retirements, property, plant and equipment 17,248 (2,735) (55,581) (10,254) (6,864) (51,977) (110,163) Disposals and retirements of service, property, plant and equipment 17,248 (2,735) (55,581) (10,254) (6,864) (51,977) (110,163) Increase (decrease) in property, plant and equipment 2,111,500 (22,754) 74,698 215,456 148 (76,814) (385,948) 514,365 487,294 265,424 3,183,369 Property, plant and equip ment at end of period Closing balance 12-31-2024 9,963,413 211,661 3,229,369 9,097,524 5,413 372,403 4,359,755 4,083,278 5,867,496 355,628 37,545,940 Movements Works in ay: Plant and . Fixed Motor Land Mining Mine Land Buildings . installations él . . . Other assets Total (in thousands of US$) progress equipment accessories vehicles improvement operations development Reconciliation of changes in property, plant and equipment Property, plant and equipment at beginning of period Opening balance 1-1-2023 6,426,233 205,272 3,196,891 9,011,469 1,676 421,410 4,573,067 3,181,964 4,882,592 148,956 32,049,530 Changes in property, plant and equipment Increases other than those resulting from business combinations, property, plant and equipment 4,374,347 1,093 616,681 286 4,992,407 Depreciation, property, plant and equipment (2,240) (157,535) (746,472) (1,039)| (124,639) (324,514) (635,524) (83,831) (61,010) (2,136,804) Increase (decrease) through transfers and other changes, property, plant and equipment Increases (decreases) due to transfers from construction in progress, property, plant and equipment (1,614,553) 41,367 96,093 588,747 4,630 158,344 457,998 255,012 10,338 2,024 Increases (decreases) due to other changes, property, plant and equipment (1,234,534) (9,984) 20,180 32,857 (2) 3 39,152 150,780 571,103 (52) (430,497) Increase (decrease) through transfers and other changes, property, plant and equipment (2,849,087) 31,383 116,273 621,604 4,628 158,347 497,150 405,792 581,441 1,972 (430,497) Disposals and retirements of service, property, plant and equipment Retirements, property, plant and equipment (99,580) (958) (5,626) (5,901) (112,065) Disposals and retirements of service, property, plant and equipment (99,580) (958) (5,626) (5,901) (112,065) Increase (decrease) in property, plant and equipment 1,425,680 29,143 (42,220) (129,401) 3,589 27,807 172,636 386,949 497,610 (58,752) 2,313,041 Property, plant and equipment at end of period Closing balance 12-31-2023 7,851,913 234,415 3,154,671 8,882,068 5,265 449,217 4,745,703 3,568,913 5,380,202 90,204 34,362,571
F-155
Corporación Nacional del Cobre de Chile
c)
The balance of construction in progress is directly associated with the operating activities of the Corporation and relates to the acquisition of equipment for projects in construction and associated costs for their completion.
The Corporation has signed insurance policies to cover the possible risks to which the various property, plant and equipment items are subject, as well as the possible claims that may arise for the period of its activities. Such policies sufficiently cover the risks to which they are subject in Management’s opinion.
Capitalized interest costs during the years ended December 31, 2024 and 2023 amounted to TRUS$332,010 and ThUS$246,136, respectively. The annual capitalization rate was
4.88% and 4.70% at December 31, 2024 and 2023, respectively.
Expenses on exploration and drilling of deposits recognized in profit or loss and the cash outflows disbursed for the same concepts are presented in the following table:
Expendituro sa exploratica and drifing resoriads 14200 | 412
02-31-20 1231-2005 muss TUS Metncore Er Ea perod | As! 76472 oo arnes 1151 ei: The detail of “Other assets” under “Property, plant and equipment” is as follows: iia isñed, sel | aaa | 0313033 153 55 dl ei! 755 1
(1) Corresponds to the assets acquired in the purchase of the company Lithium Power International Limited in 2024. The value assigned to such assets was determined based on the consideration paid in the purchase transaction, plus transaction costs.
As of December 31, 2024 and 2023, the costs of acquired exploration and mining exploitation licenses that are part of a project in a pre-feasibility stage are presented under the category of Intangible Assets.
The Corporation currently has no ownership restrictions relating to assets belonging to Property, plant and equipment, except for leased assets whose legal title corresponds to the lessor.
Codelco has not pledged property, plant and equipment as collateral for debt obligations.
F-156
Corporación Nacional del Cobre de Chile
8. Leases
8.1 Right-of-use assets
As of December 31, 2024 and December 31, 2023, the breakdown of the right of use asset category |s: l AHH TO ds E | LOL 23 [vpo 15 === 1 a ue 150 Heó ¿2 ¡E E da as acopio er Ti orFÓ mr Ñ E 1 Potal sigón od pue acota. rl 30,de3 150 rod
Movements for the years ended December 31, 2024 and year ended December 31, 2023 are as follows:
Reconciliation of changes in Right-of-use Assets 12-31-2024 12-31-2023 ThUs$ ThUS$
Opening balance 390,756 405,843 Increases 158,078 140,362 Depreciation (169,051) (155,088) Increase (decrease) due to other changes (1,333) 681 Retirements, right-of-use assets (1) (1,042) Total movements (12,307) (15,087) Closing balance 378,449 390,756
The composition by asset class is as follows:
Righi-ol-ure asorts nel, by aspel claza | EMMA | 031 hu is5 ES pre 4 | 3414 d LE | 5]
A cp re? 51 37%! 1 13 Falura añ BoA Ma 515 hicior tales Ena 1E6 100 haghtcA ue irte ¿0 14) 13,418 Total | 173,448 ‘ 100,754
8.2 Liabilities for current and non-current leases
As of December 31, 2024 and December 31, 2023, the payment commitments for leasing operations are summarized in the following table:
12-31-2024 12-31-2023
Current neon Gross Interest Equity Gross Interest Equity
Thus$ Thus$ Thus$ Thus$ Thus$ ThUuS$ up to 90 days 50,766 (4,896) 45,870 49,254 (5,482) 43,772 more than 90 days up to 1 year 105,961 (11,893) 94,068 103,977 (14,020) 89,957 more than 1 year up to 2 years 97,214 (10,104) 87,110 111,543 (12,996) 98,547 over 2 years up to 3 years 48,982 (5,904) 43,078 70,506 (8,468) 62,038 over 3 years up to 4 years 30,791 (3,650) 27,141 35,700 (5,819) 29,881 over 4 years up to 5 years 19,569 (2,564) 17,005 20,332 (3,864) 16,468 more than 5 years 63,317 (6,213) 57,104 68,984 (10,874) 58,110 Total 416,600 (45,224) 371,376 460,296 (61,523) 398,773
F-15
Corporación Nacional del Cobre de Chile
Leasing operations are generated by service contracts, mainly for motor vehicles, plants and equipment and facilities.
The expense related to short-term leases, low-value assets and variable leases not included in the measurement of lease liabilities, during the years ended December 31, 2024 and 2023, is presented in the following table:
E-1-2044 11-073 Learo epensas 12.141.404 1201-4133 TES LES 00M sea 05 Dd 4 0 a A IA, Er 4:14) ‘eriabíe lessss o! iacluded n La mesturenen pl lsases bles l 5 de TUTAL 91644 A
9. Intangible Assets other than goodwill
a) The composition of intangible assets other than goodwill is presented below:
Composition of intangible assets LESI-204 | 12-31-2023 P 9 MUS$ | MUSS$ Intangible assets with defined useful life, net 38,889 39,632 Intangible assets with indefinite useful life 260,460 260,460 Total 299,349 300,092
b) Statement of Balances:
12-31-2024 12-31-2023 ] Accumulated Accumulated Intangible Assets Gross Amortization Net Gross Amortization Net MUS$ MUS$ MUS$ MUS$ MUS$ MUS$ Trademarks, patents, and licenses 28 – 28 28 – 28 Water rights 16,599 (6,550) 10,049 16,599 (6,550) 10,049 Software programs 3,088 (2,472) 616 3,963 (3,215) 748 Mining properties 260,432 – | 260,432 260,432 – 260,432 Other intangible assets 28,224 28,224 28,837 (2) 28,835 Total 308,371 (9,022)| 299,349 309,859 (9,767) 300,092
F-158
Corporación Nacional del Cobre de Chile
c) Statement of Movements:
Technological Trademarks, Water Software | Development | Mining Other Movements Patents, and| _. [Intangible | Total : Rights | Programs and Properties Licenses : Assets Innovation Reconciliation of Changes in Intangible Assets Other Than Goodwill Intangible Assets Other Than Goodwill. Opening Balance (01-01-2024) 28| 10,049 748 – 260,432 28,835 | 300,092 Changes in Intangible Assets Other Than Goodwill Amortization, Intangible Assets Other Than Goodwill (180) (1) (181) Increases (Decreases) Due to Transfers and Other Changes, Intangible Assets Other Than Goodwill – – (180) – – (1) (181) Increases (Decreases) Due to Other Changes, Intangible Assets Other Than Goodwill – – 48 – – (610) (562) Increase (Decrease) in Intangible Assets Other Than Goodwill – – (132) – – (611) (743) Intangible Assets Other Than Goodwill. Ending Balance 12-31-2024 28 10,049 616 – 260,432 28,224 | 299,349 Technological Trademarks, Water Software | Development | Mining Other Movements Patents, and| _. – | Intangible | Total : Rights | Programs and Properties Licenses : Assets Innovation Reconciliation of Changes in Intangible Assets Other Than Goodwill Intangible Assets Other Than Goodwill. Opening Balance (01-01-2023) 28| 10,048 644 – 260,432 31,967 | 303,119 Changes in Intangible Assets Other Than Goodwill Amortization, Intangible Assets Other Than Goodwill (233) (1) (234) Increases (Decreases) Due to Transfers and Other Changes, Intangible Assets Other Than Goodwill – – (233) – – (1) (234) Increases (Decreases) Due to Other Changes, Intangible Assets Other Than Goodwill 1 337 (3,131) (2,793) Increase (Decrease) in Intangible Assets Other Than Goodwill – 1 104 – – (3,132)| (3,027) Intangible Assets Other Than Goodwill. Ending Balance 12-31-2023 28 10,049 748 – 260,432 28,835 | 300,092
d) Additional Information:
As of December 31, 2024 and 2023, the Corporation holds significant intangible assets amounting to MUS$ 260,000, corresponding to mining properties that became part of Codelco’s assets in 2012 as part of the acquisition of shares in Anglo American Sur S.A.
(see letter j of section Il on Main Accounting Policies).
10. Investments accounted for using the equity method
The value of the investment and the accrued results of investments accounted for using the equity method are presented below:
Share of Investment value Accrued Result Currency 1-1-2024 1-1-2023 Associates Taxpayer ID No. | Functional 12-31-2024 12-31-2023 12-31-2024 12-31-2023 12-31-2024 12-31-2023 % % ThUS$ ThUS$ ThUS$ ThUS$ Nuevo Cobre S.A. (Ex – Agua de la Falda S.A.) 96.801.450-1 US$ 42.26% 42.26% 4 4,769 (4,806) (157) Anglo American Sur S.A. 77.762.940-9 US$ 29.50% 29.50% 2,157,262 2,147,507 9,613 (676,921) Inca de Oro S.A. 73.063.022-5 US$ 30.60% 33.85% 11,983 12,399 (1,357) (107) Kairos Mining S.A. 76.781.030-K US$ 40.00% 40.00% 215 99 57 – Minera Purén SCM 76.028.880-2 US$ 35.00% 35.00% 7,453 3,538 3,915 199 Planta Recuperadora de Metales SpA 76.255.054-7 US$ 34.00% 34.00% 21,728 18,396 3,264 2,064 Sociedad Contractual Minera El Abra 96.701.340-4 US$ 49.00% 49.00% 735,505 679,990 54,691 16,804 TOTAL 2,934,150 2,866,698 65,377 (658,118)
a) Associates Nuevo Cobre S.A. (Former Agua de la Falda S.A.) On November 8, 2023 the strategic association between Codelco and Nuevo Cobre S.A.
(Former Agua de la Falda S.A.) was formalized, where the company changes its corporate name.
As of December 31, 2024, Codelco holds a 42.26% ownership interest in Nuevo Cobre
S.A, with the remaining 57.74% owned by Minera Rio Tinto.
F-159 Corporación Nacional del Cobre de Chile
The corporate purpose of this company is to exploit deposits of copper and other minerals, in the Atacama region of Chile.
Sociedad Contractual Minera El Abra
Sociedad Contractual Minera El Abra was incorporated in 1994. As of December 31, 2024, Codelco holds a 49% ownership interest, with the remaining 51% owned by Cyprus El Abra Corporation, a subsidiary of Freeport-McMoRan Copper é. Gold Inc.
The company business activities involve the extraction, production and selling of copper cathodes.
Sociedad Contractual Minera Purén
As of December 31, 2024, Codelco holds a 33% ownership interest, with the remaining 65% owned by Compañía Minera Mantos de Oro.
This company’s corporate purpose is to explore, identify, survey, investigate, develop and exploit mining deposits in order to extract, produce and process minerals.
Inca de Oro S.A.
On September 1, 2009, Codelco’s Board of Directors authorized the incorporation of a new company aimed to develop studies allowing the continuity of the Inca de Oro Project, which is a wholly-owned subsidiary of Codelco.
As of December 31, 2024, Codelco holds a 30.60% ownership interest in this company (PanAust IDO Ltda. has 69.400).
Planta Recuperadora de Metales SpA
On December 3, 2012, Planta Recuperadora Metales SpA was incorporated by Codelco, which held a 100% ownership interest in this company.
In 2014, LS-Nikko Copper Inc. was Incorporated into the ownership of this company.
As of December 31, 2024, Codelco holds a 34% interest in the capital stock of Planta Recuperadora de Metales SpA, with control remaining with LS-Nikko Copper Inc. based on the elements of control described in the shareholders’ agreement.
The principal business activity of the company is the processing of intermediate products of the refining and processing of copper and other metals alming to recover copper, other metals and other sub products, their transformation to commercial products and the selling and distribution of all classes of goods or inputs derived from such process.
F-160 Corporación Nacional del Cobre de Chile
Anglo American Sur S.A.
The principal activities of the Company are the exploration, extraction, exploitation, production, processing and trading of minerals, concentrates, precipitates, copper bars and all metallic and non-metallic minerals, all fossil substances and liquid and gaseous hydrocarbons. This includes the exploration, exploitation and use of all natural energy sources capable of industrial use and the products or by-products obtained, as well as any other related, connected or complementary activities on which the shareholders agree.
As of December 31, 2024, the control of Anglo American Sur S.A. Is held by Inversiones Anglo American Sur S.A. with 50.06%, while one of the companies that make up the non- controlling interest is Inversiones Mineras Becrux SpA., which is controlled by Codelco with a 67.80% shareholding, and exercises significant influence over Anglo American Sur
S.A. with 29.5%
On August 24, 2012, Codelco recognized the acquisition of ownership Interest in Anglo American Sur S.A. which resulted in the initial recognition of the cost of the investment for TRUS$ 6,490,000 that corresponded to the proportionate share (29.5%) of the net fair value of the identifiable assets and liabilities acquired.
In determining the share of the fair value of the Identifiable assets and liabilities acquired, the Corporation considered the resources and mineral reserves that could be measured reliably.
Subsequent to its initial recognition, the value of this investment was adjusted due to an Impairment loss recognized on December 31, 2015, in accordance with lAS 36.
As of December 31, 2023, the Corporation performed an evaluation of the value of its investment associated with Anglo American Sur S.A. and determined that the recoverable amount of the asset Is less than the carrying value recorded, recognizing an impairment of ThUS$ 522,448 on the identifiable assets of the associate, which is recognized under the line Equity in earnings (losses) of associates and joint ventures accounted for using equity method in the statements of comprehensive income for the year 2023. The aforementioned impairment loss resulted from lower projected production and cost performance.
The recoverable amount for Impalrment purposes mentioned above was calculated using the fair value methodology less costs of disposal. The recoverable amount of the operating units was determined based on the life of mine by using a discounted cash flow model whose main assumptions included ore reserves declared by the associate, copper price, supply costs, foreign exchange rates, discount rate and market information for the long-term asset valuation. The discount rate used was annual rate of 6.77% after taxes.
Furthermore, the proven reserves not included in the mining plan (LOM), as well as the probable reserves to explore, have been valued using a multiples market approach for comparable transactions.
F-161 Corporación Nacional del Cobre de Chile
Subsequent to the recognition of the equity in earnings (losses) of the associate as detailed above, no indications are observed that would require additional impairment of the recoverable amount of the investment held in Anglo American Sur S.A.
Kairos S.A.
As of December 31, 2024, the control of the company lies in Honeywell Chile S.A. which owns 60% of the shares while Codelco owns the remaining 400%.
The purpose of the company is to provide automation and control services for industrial and mining activities and to provide technology and software licenses.
The following tables present the assets and liabilities as of December 31, 2024 and 2023 of investments in associates, as well as their respective results during the years ended December 31, 2024 and 2023 and the main movements in investments as of that date.
Assets and liabilities 12-31-2024 12-31-2023 ThUS$ ThUS$ Current assets 1,847,306 1,724,855 Non-current assets 6,201,417 6,290,388 Current liabilities 1,043,214 1,144,753 Non-current liabilities 2,261,201 2,296,791
1-1-2024 1-1-2023 Profit (loss) 12-31-2024 12-31-2023 ThUS$ ThUS$ Revenue 3,254,555 3,270,948 Ordinary expenses (3,104,890) (3,417,008) Profit (Loss) for the period 149,665 (146,060)
1-1-2024 1-1-2023 Movement Investment in Associates 12-31-2024 12-31-2023 ThUS$ ThUS$ Opening balance 2,866,698 3,527,323 Contribution – 245 Net income for the period 65,377 (45,031) Impairment Anglo American Sur S.A. (522,448) Royalty Effect Anglo America Sur S.A. (90,639) Comprehensive income 966 (2,794) Other 1,109 42 Closing balance 2,934,150 2,866,698
F-162
Corporación Nacional del Cobre de Chile 1
The following tables present a detail of the assets and liabilities of the most significant associates as of December 31, 2024 and 2023, as well as their respective results during the years ended December 31, 2024 and 2023:
Anglo American Sur S.A.
Assets and liabilities 12-31-2024 | 12-31-2023 ThUS$ ThUS$ Current assets 884,000 889,000 Non-current assets 5,077,000 5,154,000 Current liabilities 885,131 1,002,199 Non-current liabilities 1,969,000 1,967,000
1-1-2024 1-1-2023 Profit (loss) 12-31-2024 12-31-2023 ThUS$ ThUS$ Revenue 2,293,000 2,382,000 Ordinary expenses and other (2,260,413) (2,568,092) Profit (Loss) for the period 32,587 (186,092) Sociedad Contractual Minera El Abra ‘Aasets al de bllrites IIA 1111203 o A CUTO nm ayas 40 3048 783 158 lA AN MAA 01 215 ¡Cari aida 140.38 12355 Rorasrmaa hule es 278.158 11413 TER E Sra dar! [EMMA 1234-2017 TELS MUS Reese A 243 31a [Cra rei en E MEGA AE Faro ter tha cara JA 2
b) Additional information on unrealized profits
Codelco carries out copper purchase and sale operations with Sociedad Contractual Minera El Abra. As of December 31, 2024 and 2023, the value of finished products under the Inventories caption did not present balances for unrealized profit provision.
As of December 31, 2024 and December 31, 2023, the Corporation maintains a balance for unrealized profits from the purchase of LNG terminal rights of use from Sociedad Contractual Minera El Abra for ThUS$1,960 and ThUS$2,123 respectively.
c) Share of profit or loss for the period The income before taxes, corresponding to the proportion of Anglo American Sur S.A.
results recognized for the year ended December 31, 2024, was a profit of ThuS$9,613 (loss of ThUS$54,897 for the period ended December 31, 2023). There were no
F-163 Corporación Nacional del Cobre de Chile adjustments to said inconme for the period ended December 31, 2024, associated with the fair value of the net assets of this company recognized at the acquisition date, whether due to depreciation, write-offs or other types of adjustments. For the year 2023, the following effects of lower results were recognized: MUS$ 8,937 due to the depreciation of the fair value of net assets, a loss of MUS$ 90,639 for the deferred tax liability associated with the new Royalty Law (Law No. 21.591) impacting the fair values of net assets, and a loss of MUS$ 522,448 due to impairment evaluation. These adjustments reduce the ¡tem Share of profit (loss) of associates and joint ventures accounted for using the equity method in the consolidated pre-tax result.
11. Subsidiaries
The following tables set forth a detail of assets, liabilities and profit (loss) of the Corporation’s subsidiaries, prior to consolidation adjustments:
Assets and liabilities 12-31-2024 | 12-31-2023 ThUS$ ThUS$ Current assets 410,797 709,889 Non-current assets 3,025,522 2,779,681 Current liabilities 231,963 286,974 Non-current liabilities 597,111 550,036
1-1-2024 1-1-2023 Profit (loss) 12-31-2024 12-31-2023 ThUS$ ThUS$ Income 1,245,343 1,378,438 Ordinary expenses and other (1,272,576) (2,062,469) Profit (Loss) for the period (27,233) (684,031)
12. Other non-current financial assets
As of December 31, 2024 and 2023, the composition of other non-current financial assets Is as follows:
Other financial assets, non-current
12-31-2024 ThUS$
12-31-2023 ThUS$
Investment Quebrada Blanca S.A. (1) Investment in shares
Other derivatives
Other
579,127 1,012 4,136 3,486
1,153 101,762 4,521
Total
587,761
107,436
(1) On September 5, 2024, the acquisition of the preferred series B shares held by ENAMI in Compañía Minera Teck Quebrada Blanca SA was completed for a total consideration of ThUS$520,000. As of December 31, 2024, the valuation of this asset was updated to
F-164 Corporación Nacional del Cobre de Chile thUS$579,127. This increase was recognized within the other comprehensive income, net of ts respective deferred taxes, totaling a net increases of MUS$ 20,694.
The Corporation used the discounted cash flow model to estimate the cash projections from distributions to the preferred Series B, based on the Life of Mine. These projections consider production estimates, operating costs, and capital costs as of the acquisition date, along with other market estimates such as mineral prices and a discount rate ranging between 7% and
9%. Additionally, resources not included in the plan, as well as potential resources to be explored, have been valued separately using a market model.
13. Current and non-current financial assets
Current and non-current financial assets included in the statement of financial position are as follows:
12-31-2024 At fair value . .
a . . o. At fair value . o Total financial Classification in statement of financial position through profit or Amortized cost Hedging derivatives loss through other assets comprehensive Metal futures [Cross currency income contracts swap ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ Cash and cash equivalents 14,104 666,716 680,820 Trade and other current receivable 1,709,222 1,395,508 3,104,730 Non – current receivable – 79,708 79,708 Current receivable from relates entities 30,384 30,384 Non – current receivable from related entities 224 – – 224 Other current financial assets 102,862 168 59,871 162,901 Other non – current financial assets 579,127 4,498 1 4,135 587,761 TOTAL 1,723,326 579,127 2,279,900 169 64,006 4,646,528
As of December 31, 2024, the balance of the item Other Current Financial Assets includes MUSS$ 102,862 invested in time deposit instruments with a maturity of more than 90 days.
120.314-24473 dto mó Cima on a ri] iearciad pes hera Pros oros | mr A An, Cor UT os 05! Mesas Less | rare Gana de Ll ALIS MUA M5 E CMA MA A ARE ¿0 ir 0 147 043 e AT DAL a 1405 655 PON CPFETC POOLE y met? CT PERA FU ss Pr de des JA as! OA CUYA POCA AO POT: FEE] ET e ads Ce aves rro ar | 13 SH Poñ ddirdrS E 251 z 07 160 pr 415 TORA 3005 ¿TAE 5 vt Piñ 396 14
– – Fair value through profit or loss: As of December 31, 2024 and 2023, this category includes unfinished product sales invoices. Section 11.2.0.
F-165 Corporación Nacional del Cobre de Chile
– – Fair value through comprehensive income: This category includes investments in equity instruments (see note 12).
– – Amortized cost: lt corresponds to financial assets held within a business model whose objective is to hold financial assets to collect contractual cash flows that are solely payments of principal and interest on the principal outstanding. These assets are not quoted in an active market,
The effects on profit or loss recognized for these assets are mainly from financial income and exchange differences from balances denominated in currencies other than the functional currency.
No material impairments were recognized in trade and other receivables.
– – Derivatives for Hedging: Corresponds to the balance for changes in the fair value of derivative contracts to cover existing transactions (cash flow hedges) and that affect profit or loss when transactions are settled or when, to the extent required by accounting standards, a compensation effect is charged (credited) to the income statement. The detail of derivative hedging transactions is included in the Note 30.
As of December 31, 2024 and December 31, 2023 there were no reclassifications between the different categories of financial instruments.
14, Other financial liabilities Other financial liabilities consist of loans with financial institutions and bond issuance obligations, which are recorded by the Corporation at amortized cost using the effective interest rate method.
The following tables set forth other currentnon-current financial liabilities:
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F-166 Corporación Nacional del Cobre de Chile
PEA | hogenes | (SETERN MON-CINTeAn! | Amoria | Meg | Amorimd. | Hedgna a cúal Germaine | COM Chen rn j Trisd Fabes | Ls 155 TralsE qe Ls Pc brenda ent 10.10% : 18,16 ml (E! EN peo SCA ac 719,040 | 719048 | 17540055 IT RAICO HSA] COn PARES | 5 , 554 [Aire Merci Ac: | | 3031 8051 Fatal MAT 116.687 | ESZATO | ASADA 5000 | 11345111 Bond obligations:
On May 10, 2005, the Corporation issued and placed bonds in the domestic market for a nominal amount of UF 6,900,000 of a single series labeled Series B, which consists of 6,900 bonds for UF 1,000 each. These bonds are payable in a single installment on April 1, 2025, at an annual interest rate of 4% and semi-annual interest payments.
On September 21, 2005, the Corporation issued and placed bonds in the U.S. market under Rule 144-A and Regulation S, for a nominal amount of ThUS$500,000. These bonds are payable in a single installment on September 21, 2035, at an annual interest rate of 5.6250% and semi-annual interest payments.
On October 19, 2006, the Corporation issued and placed bonds in the U.S. market under Rule
144-A and Regulation S, for a nominal amount of TRUS$500,000. These bonds are payable in a single installment on October 24, 2036, at an annual interest rate of 6.15% and semi- annual interest payments.
On July 17, 2012, the Corporation issued and placed bonds in the U.S. market, under Rule
144-A and Regulation S, for a total nominal amount of ThUS$2,000,000, a part of which, was divided into two parts, one of which has already been amortized in 2022, while the other part is due to mature on July 17, 2042, corresponding to an amount of ThUS$750,000 at an annual interest rate of 4.25%,
On August 13, 2013, the Corporation issued and placed bonds in the U.S. market, under Rule
144-A and Regulation S, for a nominal amount of ThUS$750,000, payable in a single installment on August 13, 2023, at an annual interest rate of 4.5% and semi-annual interest payments. On August 22, 2017, February 12 and February 26, 2019 and October 8 and 22, 2019 principal in the amounts of ThUS$162,502, ThUS$228,674 and ThUS$270, ThUS$23,128 and ThUS$555 respectively, was paid. On May 6, 2020, the remaining principal due was increased for a nominal amount of ThUS$131,000, reaching a total of ThUS$465,871 with an annual coupon of 4.50%. On December 16, 2020, principal was paid in the amounts of ThuS$79,688, October 22, 2021 amounting to TRUS$157,965 and August 13, 2023 for the remaining balance of ThuS$228,218.
On October 18, 2013, the Corporation issued and placed bonds in the U.S. market, under Rule
144-A and Regulation S, for a nominal amount of ThUS$950,000, payable in a single
F-167 Corporación Nacional del Cobre de Chile installment on October 18, 2043, atan annual interest rate of 5.625% and semi-annual interest payments.
On July 9, 2014, the Corporation issued and placed bonds in the international financial markets, under Rule 144-A and Regulation S, for a nominal of EUR$600,000,000, payable in a single installment on July 9, 2024, at an annual interest rate of 2.25% and annual interest payments. On October 22, 2021, capital was amortized in the amount of ThREUR$200,116, reaching a total of ThREUR$399,884.
On November 4, 2014, the Corporation issued and placed bonds in the U.S. market, under Rule 144-A and Regulation S, for a nominal amount of ThUS$980,000, payable in a single Iinstallment on November 4, 2044, at an annual interest rate of 4.875% and semi-annual interest payments.
On September 16, 2015, the Corporation issued and placed bonds in the U.S. market, under Rule 144-A and Regulation S, for a nominal amount of ThUS$2,000,000, payable in a single Iinstallment on September 16, 2025, at an annual interest rate of 4.5% and semi-annual interest payments. On August 22, 2017 and February 12, 2019, principal was paid for an amount of ThUS$378,645 and ThUS$552,754 respectively. On December 22, 2020, capital was amortized in the amount of ThUS$392,499. On January 7, 2021, capital was amortized in the amount of TRUS$5,000. On October 22, 2021, principal was amortized in the amount of ThUS$273,867, reaching a total amount of ThUS$397,235.
On August 24, 2016, the Corporation issued and placed bonds in the domestic market for a nominal amount of UF 10,000,000 of a single series labeled Series C, which consists of 20,000 bonds for UF 500 each. These bonds are payable in a single installment on August 24, 2026, atan annual interest rate of 2.5% and semi-annual interest payments.
On August 1, 2017, the Corporation issued and placed bonds in the North American market, under standard 144-A and Regulation S, for a total nominal amount of ThUS$ 2,750,000. One portion corresponds to an amount of ThUS$ 1,500,000, maturing on August 1, 2027 with an annual coupon rate of interest of 3.625% and semi-annual interest. On December 22, 2020 and January 7, 2021, principal was paid in the amount of thUS$ 227,154 and ThUS$5,000 respectively. The other portion contemplates a maturity date of August 1, 2047, corresponding to an amount of ThUS$ 1,250,000 with an annual coupon of 4.5% and semi-annual interest payments.
On May 18, 2018, Codelco issued a bond for US$600 million with 30-year maturity in the market of Formosa, Talwan. The bond issued Is denominated in US dollars, which will mature on May 18, 2048, had a yield of 4.85% and a prepayment option at the issue value that can be exercised from the fifth year onwards at lts par value.
On February 5, 2019, the Corporation issued and placed bonds in the North American market, under Rule 144-A and Regulation S, for a total nominal amount of TRUS$1,300,000, which maturity will be 5 February 2049 with a coupon of 4.375% per annum and interest payments on a semi-annual basis.
F-168 Corporación Nacional del Cobre de Chile
On July 22, 2019, the Corporation made a bond issue and placement, Regulation S, for a nominal amount of AUD $ 70,000,000, whose maturity will be in a single installment on July 22, 2039, with a coupon of 3.58% annual and interest payment annually.
On August 23, 2019, the Corporation made a bond issue and placement, Regulation $, for a nominal amount of ThUS$130,000, whose maturity will be in a single installment on August 23, 2029, with a coupon of 2.869% annual and interest payment semiannually.
On September 30, 2019, the Corporation made an issue and placement of bonds in the North American market, under rule 144-A and Regulation S, for a total nominal amount of ThUS$2,000,000 whose maturity will be, under one tranche, on September 30, 2029 corresponding to an amount of ThUS$1,100,000 with a 3% annual coupon. The other tranche contemplates a maturity on January 30, 2050, corresponding to an amount of ThUS$900,000.
On January 14, 2020 and October 22, 2021, a capital increase was made for a nominal amount of ThUS$1,000,000 and ThUS$780,000, respectively, reaching a total amount of ThUS$2,680,000 with a coupon of 3.70% per annum.
On November 7, 2019, the Corporation made a bond issue and placement, Regulation S, for a nominal amount of HKD$ 500,000,000, whose maturity will be in a single installment on November 7, 2034, with a coupon of 2.84% annual and interest payment annually.
On January 14, 2020, the Corporation issued and placed bonds in the North American market, under rule 144-A and Regulation S, for a nominal amount of ThUS $ 1,000,000, the maturity of which will be in a single installment on 14 January 2030, with a coupon of 3.15% per annum and payment of interest every six months.
On May 6, 2020, the Corporation issued and placed bonds in the North American market, under Rule 144-A and Regulation S, for a nominal amount of ThUS$800,000 whose maturity will be in a single installment on January 15, 2031, with a coupon of 3.75% per annum and Interest paid every six months.
On December 14, 2020, the Corporation carried out an issuance and placement of bonds in the North American market, under standard 144-A and Regulation S, for a total nominal amount of ThuS$500,000 whose maturity will be in a single installment on January 15, 2051, with a coupon of 3.15% per annum and interest payment on a semi-annual basis.
On February 2, 2023, the Corporation issued and placed bonds in the North American market, under Rule 144-A and Regulation S, for a total nominal amount of ThUS$ 900,000 whose maturity will be in a single installment on February 2, 2033, with a coupon of 5.125% per annum and interest paid every six months.
On September 8, 2023, the Corporation issued bonds in the U.S. market under Rule 144-A and Regulation S for a total nominal amount of TRUS$2,000,000 maturing on January 8, 2034 for an amount of ThUS$1,300,000 with a coupon of 5.95% per annum, and on September 8, 2053, for an amount of ThUS$700,000 with a coupon of 6.30% per annum, which, on January 26, 2024, underwent a capital increase for a nominal amount of ThUS$ 500,000, reaching a total of ThUS$ 1,200,000. Both notes contemplate semiannual interest payments.
F-169 Corporación Nacional del Cobre de Chile 1.3
On January 26, 2024, the Corporation issued and placed bonds in the North American market, under rule 144-A and Regulation S, for a total nominal amount of ThUS $ 1,500,000, the maturity of which will be in a single installment on 26 January 2036, with a coupon of 6.44% per annum and payment of interest every six months.
As of December 31, 2024 and 2023, the Corporation is not required to comply with any financial covenants related to borrowings from financial institutions and bond obligations.
Financial debt commissions and expenses:
Transaction costs incurred in obtaining financial resources are deducted from the loan proceeds and are amortized using the effective interest rate.
F-170 Corporación Nacional del Cobre de Chile
As of December 31, 2024, the details of loans from financial institutions and bond obligations are as follows:
12-31-2024 Loans from a . Amount o Payment of Nominal Effective current Non-current Taxpayer!D No. | Country [e al entities Institution Maturity | Interest rate | Currency | 4 ted Type of amortization Interest interest rate | interest rate balance balance ThUS$ ThUusS$
97.006.000-6 Chile Bilateral Credit [Banco de Créditos e inversiones 03-12-2025 Variable US$ 130,000,000 At Maturity Quarterly 4.75% 4.75% 130,343 –
97.018.000-1 Chile Bilateral Credit |Banco Scotiabank Chile 03-12-2025 Variable US$ 100,000,000 At Maturity Quarterly 4.99% 4.99% 100,277 –
97.004.000-5 Chile Bilateral Credit |Banco Chile 03-13-2025 Variable US$ 100,000,000 At Maturity Quarterly 5.00% 5.00% 100,264 –
97.036.000-K Chile Bilateral Credit |Banco Santander 03-13-2025 Variable US$ 50,000,000 At Maturity Quarterly 5.24% 5.24% 50,116 –
97.023.000-9 Chile Bilateral Credit |ltau 03-24-2025 Variable US$ 20,000,000 At Maturity Quarterly 5.23% 5.23% 20,026 –
97.004.000-5 Chile Bilateral Credit |Banco Chile 07-07-2025 Variable US$ 100,000,000 At Maturity Annually 5.63% 5.63% 102,768 – Foreign Panama Bilateral Credit |Banco Latinoamericano de Comercio 12-18-2026 Variable US$ 75,000,000 At Maturity Semestral 5.91% 6.23% 148 74,776 Foreign USA Bilateral Credit |ExportDev. Canada 08-12-2027 Variable US$ 300,000,000 At Maturity Quarterly 5.93% 6.26% 2,472 299,623 Foreign USA Bilateral Credit |ExportDev. Canada 10-25-2028 Variable US$ 300,000,000 At Maturity Quarterly 6.10% 6.41% 3,407 299,334 Foreign USA Bilateral Credit |ExportDev. Canada 07-25-2029 Variable US$ 300,000,000 At Maturity Quarterly 6.07% 6.48% 3,134 297,837 Foreign USA Bilateral Credit |ExportDev. Canada 01-31-2033 Variable US$ 500,000,000 At Maturity Quarterly 6.24% 6.66% 5,370 494,341 Foreign France Bilateral Credit |Credit Agricole Corporate €. Invesment Bank 06-26-2039 Variable US$ 531,747,362 | Semi-annual capital from 2029 Semestral 5.04% 6.18% 373 494,824 TOTAL 518,698 1,960,735 Bond . . . Amount o Payment of Nominal Effective Current Non-current obligations Country of Registration Maturity | Interestrate | Currency [od Type of amortization Interest interest rate | interest rate balance balance ThUS$ ThUusS$ BCODE-B Chile 04-01-2025 Fixed U.F. 6,900,000 At Maturity Semi-annual 4.00% 3.24% 269,122 –
144-A REG.S Luxembourg 09-16-2025 Fixed US$ 2,000,000,000 At Maturity Semi-annual 4,50% 4.74% 401,783 – BCODE-C Chile 08-24-2026 Fixed U.F. 10,000,000 At Maturity Semi-annual 2.50% 1.78% 3,379 389,650
144-A REG.S Luxembourg 08-01-2027 Fixed US$ 1,500,000,000 At Maturity Semi-annual 3.63% 4,18% 19,150 1,250,722 REG.S Luxembourg 08-23-2029 Fixed US$ 130,000,000 At Maturity Semi-annual 2.87% 2.97% 1,326 129,411
144-A REG.S Luxembourg 09-30-2029 Fixed US$ 1,100,000,000 At Maturity Semi-annual 3.00% 3.14% 8,342 1,093,204
144-A REG.S Luxembourg 01-14-2030 Fixed US$ 1,000,000,000 At Maturity Semi-annual 3.15% 3.28% 14,612 993,856
144-A REG.S Luxembourg 01-15-2031 Fixed US$ 800,000,000 At Maturity Semi-annual 3.75% 3.79% 13,833 798,096
144-A REG.S Luxembourg 02-02-2033 Fixed US$ 900,000,000 At Maturity Semi-annual 5.13% 5.27% 19,091 891,620
144-A REG.S Luxembourg 01-08-2034 Fixed US$ 1,300,000,000 At Maturity Semi-annual 5.95% 6.09% 37,171 1,287,306 REG.S Luxembourg 11-07-2034 Fixed HKD 500,000,000 At Maturity Annual 2.84% 2.92% 275 63,974
144-A REG.S Luxembourg 09-21-2035 Fixed US$ 500,000,000 At Maturity Semi-annual 5.63% 5.78% 7,813 493,910
144-A REG.S Luxembourg 01-26-2036 Fixed US$ 1,500,000,000 At Maturity Semi-annual 6.44% 6.56% 41,592 1,486,241
144-A REG.S Luxembourg 10-24-2036 Fixed US$ 500,000,000 At Maturity Semi-annual 6.15% 6.22% 5,723 497,232 REG.S Luxembourg 07-22-2039 Fixed AUD 70,000,000 At Maturity Annual 3.58% 3.66% 689 43,174
144-A REG.S Luxembourg 07-17-2042 Fixed US$ 750,000,000 At Maturity Semi-annual 4.25% 4.41% 14,521 735,860
144-A REG.S Luxembourg 10-18-2043 Fixed US$ 950,000,000 At Maturity Semi-annual 5.63% 5.76% 10,836 935,458
144-A REG.S Luxembourg 11-04-2044 Fixed US$ 980,000,000 At Maturity Semi-annual 4.88% 5.01% 7,564 963,576
144-A REG.S Luxembourg 08-01-2047 Fixed US$ 1,250,000,000 At Maturity Semi-annual 4,50% 4.73% 23,438 1,210,358 144 – REG.S Taiwan 05-18-2048 Fixed US$ 600,000,000 At Maturity Semi-annual 4.85% 4.91% 3,476 594,997
144-A REG.S Luxembourg 02-05-2049 Fixed US$ 1,300,000,000 At Maturity Semi-annual 4.38% 4.97% 23,065 1,192,654
144-A REG.S Luxembourg 01-30-2050 Fixed US$ 2,680,000,000 At Maturity Semi-annual 3.70% 3.92% 41,592 2,584,454
144-A REG.S Luxembourg 01-15-2051 Fixed US$ 500,000,000 At Maturity Semi-annual 3.15% 3.75% 7,262 450,038
144-A REG.S Luxembourg 09-08-2053 Fixed US$ 1,200,000,000 At Maturity Semi-annual 6.30% 6.57% 23,730 1,157,954 TOTAL 999,385 19,243,745
Nominal and effective interest rates presented above correspond to annual rates.
F-171
Corporación Nacional del Cobre de Chile
As of December 31, 2023, the details of loans from financial institutions and bond obligations are as follows:
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F-172
Nominal and effective interest rates presented above correspond to annual rates.
Corporación Nacional del Cobre de Chile
The undiscounted amounts that the Corporation will have to disburse to settle the obligations with financial institutions, are as follows:
12-31-2024 CURRENT NON-CURRENT Name Type of Interest rate Interest rate Type of Less than: Over Total One to Three to Over Total non- creditor currency effective nominal amortization 90 days 90 days current three years five years five years current Banco de Créditos e inversiones US$ 4.75% 4.75% Quarterly 131,544 – 131,544 – – – – Banco Scotiabank Chile US$ 4.99% 4.99% Quarterly 101,248 – 101,248 – – – – Banco de Chile US$ 5.00% 5.00% Quarterly 101,250 – 101,250 – – – – Banco Santander Chile US$ 5.24% 5.24% Quarterly 50,633 – 50,633 – – – – Banco ltaú Chile US$ 5.23% 5.23% Quarterly 20,264 – 20,264 – – – – Banco de Chile US$ 5.63% 5.63% Annual 105,692 105,692 – – – – Banco Latinoamericano de Comercio US$ 6.23% 5.91% Semi-annual – 4,495 4,495 79,458 – – 79,458 Export Dev. Canada US$ 6.26% 5.93% Quarterly 4,549 13,646 18,195 327,293 – – 327,293 Export Dev. Canada US$ 6.41% 6.10% Quarterly 4,628 13,934 18,562 37,123 318,613 – 355,736 Export Dev. Canada US$ 6.48% 6.07% Quarterly 4,650 13,850 18,500 36,900 332,250 – 369,150 Export Dev. Canada US$ 6.66% 6.24% Quarterly 7,967 23,556 31,523 63,220 63,306 602,884 729,410 Credit Agricole Corporate €. Invesment Bank US$ 6.18% 5.04% Quarterly – 27,197 27,197 54,395 40,833 674,635 769,863 BONO 144-A REG.S 2025 US$ 4.74% 4.50% Semi-annual 8,938 406,173 415,111 – – – – BONO 144-A REG.S 2027 US$ 4.18% 3.63% Semi-annual 22,980 22,980 45,960 91,919 1,267,846 – 1,359,765 BONO REG.S 2029 US$ 2.97% 2.87% Semi-annual 1,865 1,865 3,730 7,459 137,459 – 144,918 BONO 144-A REG.S 2029 US$ 3.14% 3.00% Semi-annual 16,500 16,500 33,000 66,000 1,166,000 – 1,232,000 BONO 144-A REG.S 2030 US$ 3.28% 3.15% Semi-annual 15,750 15,750 31,500 63,000 63,000 1,015,750 1,141,750 BONO 144-A REG.S 2031 US$ 3.79% 3.75% Semi-annual 15,000 15,000 30,000 60,000 60,000 845,000 965,000 BONO 144-A REG.S 2033 US$ 5.27% 5.13% Semi-annual 23,063 23,063 46,126 92,250 92,250 1,061,438 1,245,938 BONO 144-A REG.S 2034 US$ 6.09% 5.95% Semi-annual 38,675 77,350 116,025 116,025 154,700 1,648,075 1,918,800 BONO 144-A REG.S 2035 US$ 5.78% 5.63% Semi-annual 14,063 14,063 28,126 56,250 56,250 668,750 781,250 BONO 144-A REG.S 2036 US$ 6.56% 6.44% Semi-annual 48,300 48,300 96,600 193,200 193,200 2,127,900 2,514,300 BONO 144-A REG.S 2036 US$ 6.22% 6.15% Semi-annual – 30,750 30,750 61,500 61,500 715,250 838,250 BONO 144-A REG.S 2042 US$ 4.41% 4.25% Semi-annual 15,938 15,938 31,876 63,750 63,750 1,164,375 1,291,875 BONO 144-A REG.S 2043 US$ 5.76% 5.63% Semi-annual – 53,438 53,438 106,875 106,875 1,698,125 1,911,875 BONO 144-A REG.S 2044 US$ 5.01% 4.88% Semi-annual – 47,775 47,775 95,550 95,550 1,696,625 1,887,725 BONO 144-A REG.S 2047 US$ 4.73% 4.50% Semi-annual 28,125 28,125 56,250 112,500 112,500 2,262,500 2,487,500 BONO 144 REG.S 2048 US$ 4.91% 4.85% Semi-annual – 29,100 29,100 58,200 58,200 1,138,350 1,254,750 BONO 144-A REG.S 2049 US$ 4.97% 4.38% Semi-annual 28,438 28,438 56,876 113,750 113,750 2,409,063 2,636,563 BONO 144-A REG.S 2050 US$ 3.92% 3.70% Semi-annual 49,580 49,580 99,160 198,320 198,320 4,712,780 5,109,420 BONO 144-A REG.S 2051 US$ 3.75% 3.15% Semi-annual 7,875 7,875 15,750 31,500 31,500 838,625 901,625 BONO 144-A REG.S 2053 US$ 6.57% 6.30% Semi-annual 37,800 37,800 151,200 151,200 3,014,400 3,316,800 Total ThUS$ 761,823 1,172,233 1,934,056 2,337,637 4,938,852 28,294,525 35,571,014 | BONO BCODE-B 2025 U.F. 3.24% 4.00% Semi-annual – 7,038,000 7,038,000 – – – – | BONO BCODE-C 2026 U.F. 1.78% 2.50% Semi-annual 124,228 124,228 248,456 10,248,457 – – 10,248,457 Total U.F. 124,228 7,162,228 7,286,456 10,248,457 – – 10,248,457 Subtotal ThUS$ 4,789 276,127 280,916 395,111 – – 395,111 | BONO REG.S 2039 AUD 3.66% 3.58% Anual – 2,506,000 2,506,000 5,012,000 5,012,000 95,060,000 105,084,000 Subtotal ThUS$ – 1,559 1,559 3,118 3,118 59,139 65,375 | BONO REG.S 2034 HKD 2.92% 2.84% Anual – 14,200,000 14,200,000 28,400,000 28,438,904 571,038,904 627,877,808 Subtotal ThUS$ – 1,829 1,829 3,658 3,663 73,549 80,870 Total ThUS$ 766,612 1,451,748 2,218,360 2,739,524 4,945,633 28,427,213 36,112,370
Nominal and effective interest rates presented above correspond to annual rates.
F-173
Corporación Nacional del Cobre de Chile
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Nominal and effective interest rates presented above correspond to annual rates.
F-174 Corporación Nacional del Cobre de Chile
The following table details the changes in CODELCO’s liabilities classified as financing activities in the statement of cash flows, including changes in cash and non-cash changes for the years ended December 31, 2024 and year ended December 31, 2023:
Changes that do not represent cash flow Opening balance Cash flows of financing activities Financial costs Ex change Fair value arrdin l Other palanca Liabilities for at 1-1-2024 (1) difference | adjustment amortized cost 12-31-2024 financing activities From Used Total ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUus$ ThUS$ ThUS$ ThUS$ ThUS$ Loans from financial entities 1,481,047 1,031,747 (109,595) 922,152 113,551 – – (37,317) – 2,479,433 Bond obligatons 18,717,055 2,000,000 | (1,295,182) 704,818 944,686 (72,419) – (47,539) (3,471)| 20,243,130 Hedging obligations 117,598 – (133,538) (133,538) 11,657 21,746 (15,950) – 16,715 18,228 Financial assets for hedge derivatves (101,760) – – – – 51,227 1,519 – (14,992) (64,006) Leases 398,773 – (170,379) (170,379) 30,958 (18,951) – – 130,975 371,376 Other 80,651 – (63,743) (63,743) 2,513 – – – 67,932 87,353 Total liabilities on financing activities 20,693,364 3,031,747 | (1,772,437) 1,259,310 1,103,365 (18,397) (14,431) (84,856) 197,158 23,135,514 Changes that do not represent cash flow fmancina ies EDAD Pon Cash flows of financing activities es costs ne men t deter in l Other palanca amortized cost 12-31-2023 From Used Total ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUus$ ThUS$ ThUS$ ThUS$ ThUS$
Loans from financial entities 978,705 830,000 (420,331) 409,669 99,228 – (6,556) 1 1,481,047 Bond obligations 15,979,672 2,900,000 (904,817) 1,995,183 749,444 29,886 – (33,600) (3,530)| 18,717,055 Hedging obligations 133,999 – (18,771) (18,771) 15,206 (13,509) (4,992) – 5,665 117,598 Financial assets for hedge derivatves (100,535) – – (15,534) 14,537 – (228) (101,760) Leases 411,869 – (154,482) (154,482) 32,139 5,361 – – 103,886 398,773 Other 63,659 – (21,387) (21,387) 2,767 277 – – 35,335 80,651 Total liabilities on financing activities 17,467,369 3,730,000 | (1,519,788) 2,210,212 898,784 6,481 9,545 (40,156) 141,129 20,693,364
(1) Financial costs include capitalized interest under IAS 23 of US$332,010 and US$246,136 for the years ended December 31, 2024 and 2023, respectively.
15. Fair Value of financial assets and liabilities
The fair value of financial assets other than equity instruments approximates their carrying value. Regarding equity instruments, see note 16.
Regarding financial liabilities, the following table shows a comparison as of December 31, 2024 between the carrying amount and the fair value of financial liabilities other than those whose carrying amount is a reasonable approximation of fair value:
Comparison book value vs fair value Accounting treatment | Book value | Fair value As of December 31, 2024 for valuation ThUus$ ThUs$ Financial liabilities: Bond obligations Amortized cost 20,243,130 | 17,375,235
F-175 Corporación Nacional del Cobre de Chile
16. Market value hierarchy for Items at market value
Each of the market values calculated for the Corporation’s portfolio of financial instruments is supported by a calculation methodology and data inputs. An analysis of each of these methodologies has been carried out to determine to which of the following levels they can be assigned:
Level 1 corresponds to fair value measurement methodologies using market shares (unadjusted) in active markets to which the Corporation has access at the measurement date and considering identical Assets and Liabilities.
Level 2 corresponds to fair value measurement methodologies using quoted market price data, not included in Level 1, that are observable for the Assets and Liabilities measured, either directly (prices) or indirectly (derived from prices). For hybrid contracts without finalized price: sales of metals with provisional prices for the period are adjusted to the market price at the end of the period. Gains and losses arising from the market valuation of open sales are recognized through adjustments to revenue in the income statement and to trade accounts receivable in the balance sheet. The forward prices at the end of the period are used for the sales of copper. These forward prices are quoted market prices on the LME. For currency swaps: they are valued using a discounted cash flow analysis valuation model that includes observable credit spreads and using the yield curve applicable over the life of the Instruments.
Level 3 corresponds to falr value measurement methodologies using valuation techniques that include data on the Assets and Liabilities valued, which are not based on significant observable market data.
Based on the methodologles, inputs, and definitions described above, the following market levels have been determined for the Corporation’s portfolio of financial instruments held as of December 31, 2024:
Financial assets and liabilities at fair value _ 12-31-2024 classified by hierarchy Level 1 Level 2 Level 3 Total ThUS$ ThUS$ ThUS$ ThUS$
Financial assets:
No transfers were made between the different levels of the market hierarchy for the reporting period.
Hybrid contracts with non-finalized price Cross currency swap
Mutual funds shares
Metal futures contracts
Investment in equity instruments (*)
Financial liabilities: Metal futures contracts Cross currency swap
14,104 169
21,893
1,709,222 64,006
4,307 18,228
579,127
1,709,222 64,006 14,104
169 579,127
26,200 18,228
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Corporación Nacional del Cobre de Chile
17, Trade and other accounts payable
a. Details of trade accounts payable, sundry accounts payable and other current accounts payable are shown in the following table:
Cuerent Cabin tam 2sizom | 1231200 Thus4 THus+s itóe creddoá 1577 San | 1,557 10 Payabios do emplryees 78514 22907 mitra 11d 5d) JA Wtticidra hara 1d 125 da ¿Hhe acordas probe PE CU AS 0 Total 1,311,100 | – 170930
Trade creditors mainly include operating accounts payable, and obligations associated with investment projects.
b. The following is a schedule of maturities of payments to trade creditors as of December
31, 2024 and 2023:
As of December 31, 2024
Amounts accordinc y to payment terms
Creditors with current due date Up to 30 31-60 61-90 91-120 | 121-365 | 366 and Total days over Goods 543,344 252 142 3 74 543,815 Services 890,746 8,853 213 5 110 899,927 Other 26,520 3 – – – 26,523 Total 1,460,610 9,108 355 8 184 1,470,265 As of December 31, 2024 Amounts according to payment terms Suppliers with overdue payments Up to 30 366 and 31 – 60 61 – 90 91 – 120 121 – 365 Total days over Goods 33,362 776 283 152 522 4,772 39,867 Services 4,540 3,854 1,450 1,053 1,475 1,341 13,713 Other 26 4 4 1 4 3,660 3,699 Total 37,928 4,634 1,737 1,206 2,001 9,773 57,279 As of December 31, 2023 Amounts according to payment terms Creditors with current due date Up to 30 31-60 61-90 91-120 191-365 366 and Total days over Goods 653,344 270 125 653,739 Services 719,167 5,645 188 725,000 Other 85,612 851 – 86,463 Total 1,458,123 6,766 313 1,465,202 As of December 31, 2023 Amounts according to payment terms Suppliers with overdue payments YP030 lo a1.60 | 61-00 | 01-120 | 121-305 | 90 | rota days over Goods 56,189 1,437 100 87 1,514 1,866 61,193 Services 16,618 1,892 1,067 510 2,149 871 23,107 Other 180 237 347 66 229 1,605 2,664 Total 72,987 3,566 1,514 663 3,892 4,342 86,964
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Corporación Nacional del Cobre de Chile
18. Other provisions
The detail of other current and non-current provisions at the dates mentioned is as follows:
Cp prorniabgra ] dial f Mos cerrar]
11-H-2944 12-30202 123104 1234-2073 AAA e A A A Fr Corr | Ara A E Lirica 12 ES 17 se Mo 131 1,2 di PERA ri FA ie Fa PORO 10 ETA eS ELN ia Aira al mi th Ha ¿30 Pl ar Pre 4 a a PR Total 755.470 | TN 1117.54 | 130045
(1) Corresponds to provisions for purchases and services relating to the operation, not invoiced at the end of the period.
(2) Corresponds to provisions related to sales, which consider freight, stowage and unstowage expenses.
(3) Corresponds to provisions for future closure costs related mainly to tailings dams, closure of mine sites and other assets. This cost value is calculated at discounted present value, using cash flows relating to plans with an evaluation horizon ranging from 10 to 60 years. The rates used to discount future cash flows are calculated based on the Life of Mine LOM of each of the operations, distinguishing rates in UF for those obligations in Chilean pesos and rates in
U.S. dollars for those obligations in U.S. dollars. These discount rates include the risks associated to the liability being determined, except for those included in the cash flows.
Below is a table with the discount rates used:
Divinicas 12-30:2024 1231023 Local Currency | Dellas Currency | Local Cumency | Dollar Curency.
Rato Rate Fals Rata ¡Gabreta Lira 2 47 12H > E 4 10% Aca ¿04% 3 EQH 3 So ES pra LA 4 rr po 50h NN | Fil o Ty 17% o ragucarmaria 70% 3615 774% Y ¡Radoneo Tor 220% 158% TNA 110% bdo HN 1815 2 2 ). 15% asis In 2 aa LA 3 14% 1 erlaras 0% A 3 LU 1
F-178
The Corporation determines and recognizes this liability in accordance with the accounting policy described in Note 2, letter 0) of section Il on Significant Accounting Policies.
Corporación Nacional del Cobre de Chile
The movement in Other provisions, non-current was as follows:
1-1-2024 1-1-2023
12-31-2024 12-31-2023 Other Other Movements o. Provision for . . o. Provision for . .
Provisions, . Contingencies Total Provisions, non- . Contingencies Total site closure site closure non-current current ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ Opening balance 617 2,259,251 72,775 | 2,332,643 604 2,611,117 68,007 | 2,679,728 Closing provision adjustment – (4,992) – (4,992) – (426,298) – (426,298) Financial expenses – 60,459 – 60,459 – 56,617 – 56,617 Payment of liabilities – (6,061) (6,061) – – (6,583) (6,583) Exchange rate difference (14) (116,483) (8,568)| (125,065) (3) 35,328 (1,472) 33,853 Other increases (decreases) (50) (16,051) (8,239) (24,340) 16 (17,513) 12,823 (4,674) Closing balance 553 2,182,184 49,907 | 2,232,644 617 2,259,251 72,775 | 2,332,643
19. Employee benefits
a. Provisions for post-employment benefits and other long-term benefits
Provision for post-employment benefits mainly corresponds to employee severance indemnities and medical care plans. The provision for severance indemnities recognizes the contractual obligation that the Corporation has with its employeesretirees. The provision for medical care plans recognizes the contractual obligation that the Corporation has with its retirees to cover their medical care costs. Both benefits operate within the regulatory framework set forth in the collective bargaining or other agreements between the Corporation and its employees.
These provisions are recorded in the statement of financial position at the present value of the estimated future obligations. The discount rate used is determined based on the rate of financial instruments corresponding to the same currency in which the obligations will be paid and with similar maturities.
The defined benefit obligations are denominated in Chilean pesos; therefore the Corporation is exposed to foreign exchange rate risk.
The results arising from adjustments and changes in actuarial variables are charged or credited to the statement of comprehensive income for the period in which they occur.
During the year ended December 31, 2024, there were no relevant modifications to the post- employment benefit plans.
The following actuarial assumptions were used in the actuarial calculation of the defined benefit plans:
F-179 Corporación Nacional del Cobre de Chile
Assumptions 12-31-2024 12-31-2023 Retirement Retirement Health plan Health plan plan plan
Annual nominal discount rate 5.21% 5.21% 5.44% 5.44% Voluntary Annual T urnover Rate for Retirement (Men) 5.10% 5.10% 5.30% 5.30% Voluntary Annual Turnover Rate for Retirement (Women) 6.00% 6.00% 5.90% 5.90% Salary Increase (real annual average) 4.35% – 4.55% – Future rate of long-term inflation 3.00% 3.00% 3.00% 3.00% Expected inflation health care rate 5.18% 5.78% Mortality tables used for projections CB20-RV20 | CB20-RV20 | CB20-RV20 | CB20-RV20 Average duration of future cash flows (years) 9.84 17.21 10.55 17.16 Expected Retirement Age (Men) 62 62 60 60 Expected Retirement Age (Women) 60 60 58 58
The discount rates correspond to the rates in the secondary market of government bonds issued in Chile. The projected annual inflation corresponds to an awareness above the long- term target publicly declared by the Central Bank of Chile and Is derived from the market expectation as of December 31, 2024. The rotation rates have been determined after reviewing the Corporation’s own experience by studying the cumulative behavior of outflows over the last three years with respect to the current allocations. The expected rate of salary increases has been estimated using the long-term behavior of historical salaries paid by the Corporation. The mortality tables used were those issued by the CMF, which are considered an appropriate representation of the Chilean market given the lack of comparable statistical series to develop independent studies. The financial duration of the liabilities corresponds to the average maturity of the payment flows of the respective defined benefits.
b. The detail of current and non-current provisions for employment benefits as of the dates mentioned is as follows:
Employee benefits provisions Current Non-current
12-31-2024 | 12-31-2023 | 12-31-2024 | 12-31-2023 ThUS$ ThUS$ ThUS$ ThUS$ Employees’ collective bargaining agreements 208,477 198,806 Severance indemnities 29,337 31,425 541,545 586,199 Bonus 64,715 39,209 Vacation 159,532 176,193 Medical care programs 373 394 388,685 452,423 Retirement plans (see letter C.) 7,310 13,844 4,470 7,701 Other 20,803 20,869 6,660 7,107 Total 490,547 480,740 941,360 1,053,430
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Corporación Nacional del Cobre de Chile
The reconciliation of the balances of the provisions for post-employment benefits is presented below:
1.0-2034 1.1207
12.31.2078 12.34.2023 Sorararie Selremen plan | Health plan | Retirement plan | Health plan TALES AUS PhurEs 1HLI55 Cioericg Danos etraan da | DTO | 1d 05 a 152521 23,321 44.057 17.02 Fanenss cos! 13440 7 ra 1023 070 Pad oorarbiutcra e Tra 53581 Bera | “rd para) 1.30 14 758) HIM E Sublolsé cañas 1D51b 511.563 447 07 ¡Geral Losa sn ire chin mide 1,3% 2059111 (54 084) e7u Cir halance TMB) | 1059 00558 617 56M 433817
The balance of the defined benefit liability as of December 31, 2024, comprises a portion of ThUS$29,337 and ThUS$373 for the severance indemnity and the medical care plan, respectively. As of December 31, 2025, a balance of ThUS$614,526 has been projected for the provision for severance indemnities and ThUS$373,407 for health benefits The flows of compensation payments during the next twelve months reach an expected monthly average of ThUS$2,445 for severance indemnities and ThUS$ 31 for health benefit plans.
The technical revaluation ofthe liability (actuarial gainloss defined under lAS19) for severance indemnities and health plan benefits as of December 31, 2024 has been performed with a charge to equity, which is broken down into an actuarial loss of ThUS$1,308 for severance indemnities and actuarial gain of ThUS$4,718, for the health plans.
The following is a review of the sensitivities of the provisions, when going from a medium scenario to a low or high scenario with unitary percentage variations, respectively, and both effects of reduction or increase on the book balance of these provisions:
Severance benefits for years of service Low Medium High Reduction | Increase Financial effect on interest rates 4.96% 5.21% 5.46% 1.45% -1.41% Financial effect on the real increase in income 4.10% 4.35% 4.60% -1.29% 1.33% Demographic effect of job rotations 4.69% 5.19% 5.69% -0.07% 0.10% Demographic effect on mortality tables -25.00% CB20-RV20| 25.00% 0.00% 0.00%
Health benefits and other Bajo Medio Alto Reducción | Aumento Financial effect on interest rates 4.96% 5.21% 5.46% 2.84% -2.69% Financial effect on health inflation 5.28% 5.78% 6.28% -2.30% 2.40% Demographic effect, planned retirement age 6058 6260 64 62 3.92% -3.79% Demographic effect on mortality tables -25.00% CB20-RV20| 25.00% 10.14% -6.69%
c) Provisions for early retirement plans and termination bonuses
In accordance with its operating optimization programs to reduce costs and increase labor productivity by incorporating new current technologies andor better management practices, the Corporation has established employee retirement programs by amending certain employment contracts or collective union agreements to include benefits encouraging employees to early retire, for which the necessary provisions are made based on the accrued obligation at current value.
F-181
LE
Corporación Nacional del Cobre de Chile
As of December 31, 2024 and 2023, there is a current balance of ThUS$7,310 for early retirement and conflict termination bonuses of which ThUS$ 13,844 respectively. Related non- current balances amount to ThUS$4,470 and ThUS$7,701, respectively. These amounts have been determined using a discount rate equivalent to that used for calculating employee benefits provisions and whose outstanding balances are part of the balances as of December
31, 2024 and 2023.
d) Employee benefits expenses
The employee benefit expenses recognized classified by nature are as follows:
1-1-2024 1-1-2023 Expense by Nature of Employee Benefits 12-31-2024 12-31-2023 ThUS$ ThUS$ Benefits – Short term 1,514,241 1,577,757 Benefits – Post employment 25,321 17,029 Early retirement plans and conflict termination bonuses 20,338 33,846 Benefits for years of service 65,212 84,657 Total 1,625,112 1,713,289
20. Equity
The Corporation’s total equity as of December 31, 2024 is ThuS$11,301,489 (as of December 31, 2023 ThUS$ 11,046,649).
In accordance with article 6 of Decree Law No. 1350 of 1976, It Is established that, before March 30 of each year, the Board must approve the Corporation’s Business and Development Plan for the next three-year period. Taking that plan as a reference and keeping in mind the Corporation’s balance sheet for the immediately preceding year and alming to ensure its competitiveness before June 30 of each year the amounts that the Corporation shall allocate to the formation of capitalization funds and reserves shall be determined by decree from the Ministries of Mining and Treasury.
Net income shown in the Statement of Financial Position, after deducting the amounts referred to in the previous paragraph, shall belong to the State and become part of the Nation’s general Income.
On June 22, 2022, the Ministry of Finance agreed with the Corporation to a four-year average relnvestment plan of 30% of profits between 2021 and 2024, which will significantly contribute to the financing of Codelco’s investment plan, while considerably reducing its debt requirements. Consistent with the above, on the same date the Ministry of Finance issued exempt decree No. 194 authorizing the Corporation to allocate up to ThUS$582,750 of the net income from the balance sheet for the year 2021. In accordance with the provisions of exempt decree No. 4 of January 2023, these resources will be paid against the profits of 2022 and 2023, prior to the absorption of the excess of anticipated dividends of previous years and the Interim dividends of 2022.
F-182 Corporación Nacional del Cobre de Chile
On July 17, 2023, the Ministry of Finance issued exempt decree No. 238 authorizing the Corporation to allocate up to ThUS$103,677 of the net income shown in the 2022 balance sheet to capitalization and reserve funds, which will be charged against the income for 2023 and subsequent years, until that amount is reached, and the final amount will be determined and recorded once the 2023 accounting period is closed and the final income for the year is known.
As of December 31, 2023, a capitalization and reserve fund has been created amounting to ThUS$345,589, according to Exempt Decree No. 194, as of December 31, 2024, a capitalization and reserve fund of MUS$ 103,677 is established in accordance with Exempt Decree No. 238..
As of December 31, 2024, the Corporation has a balance in favor of advance dividends paid in prior years in excess of distributable earnings of ThUS$373,654. (As of December 31, 2023, the favorable balance was MUS$ 509,843). As of December 31, 2024 and 2023, there are no dividends payable.
The Consolidated Statement of Changes in Equity discloses the changes in the Corporation’s equity.
The movement and composition of other equity reserves is presented in the Consolidated Statement of Changes in Equity.
Reclassification adjustments from other comprehensive income to income for the years meant a loss of ThUS$7,864 and a profit of TRUS$620 during years ended December 31, 2024 and 2023, respectively.
Other reserves
Details of other equity reserves are shown in the following table, according to the dates indicated for each case.
Other reserves 12-31-2024 | 12-31-2023 ThUusS$ ThUus$
Reserve on exchange differences on translation (14,693) (8,782) Reserve of cash flow hedges (3,446) (1,095) Capitalization fund and reserves 5,411,660 | 5,307,983 Actuarial results reserve in defined benefit plans (269,775) (272,779) Fixed asset revaluation reserve Law 18110 year 1982 624,567 624,567 Reserve for financial assets measured at fair value with 20.694 changes in other comprehensive income – Other reserves (11,643) (9,971) Total other reserves 5,757,364 5,639,923
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Corporación Nacional del Cobre de Chile
b) Non-controlling Interests
The detail of non-controlling interests, included in total equity and total profit or loss, as of the dates mentioned, Is as follows:
Companies Non-controlling interests Equity Profit
12-31-2024 | 12-31-2023 | 12-31-2024 | 12-31-2023 1-1-2024 1-1-2023
12-31-2024 | 12-31-2023 % % ThUS$ ThUS$ ThUS$ ThUS$
Inversiones Gacrux SpA 32.20% 32.20% 701,803 696,923 4,835 (216,288) Other – – 41 31 15 23 Total 701,844 696,954 4,850 (216,265)
The percentage of non-controlling interest over equity of Inversiones Mineras Becrux SpA generates a non-controlling interest in the subsidiary Inversiones Gacrux SpA. Regarding the latter company, the figures related to Its statement of financial position, statement of income and statement of cash flows are as follows:
Assets and liabilities 12-31-2024 | 12-31-2023 ThUS$ ThUS$
Current assets 134,445 152,942
Non-current assets 2,197,262 2,147,507
Current liabilities 112,058 135,827
Non-current liabilities 223,531 217,715
Profit (loss) 1-1-2024 1-1-2023
12-31-2024 | 12-31-2023 ThUS$ ThUS$
Income 653,219 674,881
Ordinary expenses and other (644,147)| (1,351,613) (Loss) gain for the period 9,072 (676,732) Cash flows 1-1-2024 1-1-2023
12-31-2024 | 12-31-2023 ThUS$ ThUS$
Net cash flows from (used in) operating activities (2,928) 16,114 Net cash flows from (used in) investing activities 445 1,806 Net cash flows from (used in) financing activities – (8,333) Effects of exchange rate variation on cash and cash equivale (38) – Cash and cash equivalents at the beginning of the period 18,201 8,614 Cash and cash equivalents at the end of the period 15,680 18,201
F-184 Corporación Nacional del Cobre de Chile
21. Revenue
Revenues from ordinary activities for the years ended December 31, 2024 and 2023, were as follows:
Berri t-1-2024 1-1-2023
12-31-2024 12-31-2023 Thus$ Thi535 UA ar ÁG0T A TÉ AA OOOO E 180 7 l 53 18 PEA ¡Hinvecie front ses 0 ed pre rrpp 100.477 07 D6 lEreerne dom ses dl obdernamn 143 42 pira ¡Kinesonse don 1 css Ol Oe penducÍa 008 165 05) 7 ¡Prcsll pesa) a falar rrracan! [MO A Total 16,093, 379 16,383,220
The Corporation’s revenue is recognized at a point in time.
The breakdown of revenue is presented in explanatory note No.26 Operating Segments.
22. Expenses by nature The items in the Income Statement: Cost of Sales, Administrative Expenses, and Distribution
Costs are composed of the following expense concepts presented based on their nature, for the fiscal years ended December 31, 2024, and 2023:
1-1-2024 1-1-2023 Item 12-31-2024 12-31-2023 ThUusS$ ThUS$
Short-term benefits to employees (1,514,241) (1,577,757) Depreciation (1) (2,266,540) (2,291,892) Amortization (181) (234) Raw Materials (2,605,168) (2,404,523) Materials, consumables and others (7,055,863) (7,568,596)
Total (13,441,993)| (13,843,002)
(1) Depreciation includes the expense of Property, plant and equipment and right-of-use assets (see note 7b and note 8.1).
23. Asset impairment
As of December 31, 2024 and 2023, there are no indications of impairments or reversals of impairment for other cash-generating units or affiliates.
F-185 Corporación Nacional del Cobre de Chile
24, Other income and expenses
Other income and expenses by function for the years ended December 31, 2024 and 2023, Is detailed below:
a. Other income
Mt 1-1-2024 1-1-2073
12-37-2024 12-14-2073 A THESE | THUSF | Penales lo verter Vo 5,248 | Dielegaled Adirrencahon 547 455 | Menellanonia sales (ned| LOA 054154 | retaoco comperaaloo for accderks 16 638 35010 Misco la Obsctesceros ol Viidtrendds ¿JH6 ara ] Cotinas macelaneous More LA 3318.
‘ Dota 0.554 03,030
b. Other expenses 112024 | 142023 Rem 12-31-2024 12-31-2073 Thusg ThUS Larw Mo: 13156 13015) 1175833 Li Na 2151 1 E Pauly Pull Wabor=t1* (11% 55] Pue lunas | || A ¡16h (Em Berta lor the sl ol cobectna barparma Le] A) 144 527] CA] Edepastcis (2594 (15 200] Sapiens plan eow bo epa 1 hi (Al 335] [33 Er] Vinlu-oA al yr lomos] prada 150419] EN Loss on Unpoea (1 pod asopla (er MEA] MISA dd) pr ha do pra PA ii e A AMA Eoiveidtora cárrmdy hunaaol arremesmi ENT] Aduenad Al rererdcry 123, 17] EPI MA dr de 02 E] (20 051] Curalos de Corifqunca ALAS tuo) earmicoads los prodiicios! br] 1d) (ud AN AA Maillot 1) er] al MA E lata (2.519.276) (2.05% 206]
(1) Study expenses include exploration expenses (see note 7 letter f), pre-investment studies and research and technological innovation expenses.
(2) Corresponds to disbursements for the closing of a collective bargaining process, which do not establish a permanence condition.
(3) Corresponds to the restatement of severance indemnities liabilities associated with the portion earned by employees in prior years.
(4) Break down .by division for this concept is as follows:
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Corporación Nacional del Cobre de Chile
1-1-2024 1-1-2023 División 12-31-2024 12-31-2023
ThUS$ ThUS$ Andina – (6,486) Chuquicamata (16,285) (73,700) Ventanas (7,679) (24,879) Ministro Hales (12,283) Gabriela Mistral – (3,763) Salvador (187,710) (123,489) Teniente (6,957) (58,071) Radomiro Tomic (76,206) – Total fixed indirect costs, low production level (294,837) (302,671)
c. LawNo. 13196
Law No. 13196 – Under this law, the return in foreign currency of sales abroad of the Corporation’s actual income from its copper production, including by-products, is taxed at
10%.
On September 26, 2019, Law No. 21174 was published, which repeals Law No. 13196 and establishes that the 10% tax (rate still in effect as of December 31, 2024) to the tax benefit provided by the Corporation will subsist for a period of nine years, decreasing from the tenth year 2.5% per year until reaching 0% at the beginning of the thirteenth year.
25. Finance costs
Finance costs for the years ended December 31, 2024 and 2023, Is detailed below
Item 1-1-2024 1-1-2023
12-31-2024 12-31-2023
ThUS$ ThUS$ Bond interest (659,958) (547,293) Bank loan interest (77,926) (70,449) Restatement of severance indemnity provision (13,449) (10,255) Restatement of other non-current provisions (9,760) (8,070) Closing provision update (60,460) (56,617) Other (88,858) (86,226) Total (910,411) (778,910)
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Corporación Nacional del Cobre de Chile
26. Operating segments
In section Il “Significant Accounting Policies, it has been indicated that, for the purposes of IFRS 8, “Operating Segments”, these are determined according to the Divisions that comprise Codelco. In addition, the Parent Company’s revenues and expenses are distributed among the defined segments.
The mining deposits in operation, where the Corporation conducts its extractive and processing activities are managed by the following Divisions: Chuquicamata, Radomiro Tomic, Ministro Hales, Gabriela Mistral, Salvador, Andina and El Teniente. Ventanas is added to these divisions, which, until June 2023, operated only in the smelting and refining area and, as of that date, only in the refining area. All these Divisions have a separate operational management, which reports to the Chief Executive Officer through the Vice-President of Operations. The information on each Division and their corresponding mining deposits is as follows:
Chuquicamata
Types of mine sites: Open pit mines and underground mines
Operating: since 1915
Location: Calama, Il Region de Antofagasta. Chile
Products: electro refined and electrowon cathodes and copper concentrate
Radomiro Tomic
Types of mine sites: Open pit mines
Operating: since 1997
Location: Calama, Il Region de Antofagasta. Chile
Products: electrowon copper cathodes and copper concentrate
Ministro Hales
Types of mine sites: Open pit mines
Operating: since 2014
Location: Calama, Il Region de Antofagasta. Chile.
Products: Calcined copper, copper concentrates
Gabriela Mistral
Types of mine sites: Open pit mines
Operating: since 2008
Location: Calama, Il Region de Antofagasta. Chile Products: Electrolytic (electro-obtained) cathodes
Salvador
Type of mines: Underground and open pit mines
Operating: since 1926
Location: Salvador, Ill Region de Atacama. Chile.
Products: Electro refined and electrolytic (electro-obtained) copper cathodes and copper concentrate.
F-188 Corporación Nacional del Cobre de Chile
b)
Andina
Type of mines: Underground and open pit mines Operating: since 1970
Location: Los Andes, V Region de Valparaíso. Chile.
Product: Copper concentrate
El Teniente
Type of mines: Underground mine
Operating: since 1905.
Location: Rancagua, VI Region del Libertador General Bernardo O’Higgins. Chile.
Products: copper concentrate and copper anodes.
Allocation of Head Office revenue and expenses
Main revenue and expenses items controlled by the Head Office are allocated to the Divisions based on following criteria.
Revenue and Cost of Sales of Head Office commercial transactions e The results from commitments derived from the reception, processing andor purchase of concentrates from Codelco to Enami are distributed based on the ordinary income of each Division,
Finance Costs The financial costs are distributed in proportion to the mining project investments made by each Division.
Contribution to the Chilean Treasury under Law No. 13196 e The amount of the contribution is allocated and accounted for in proportion to the invoiced and recorded amounts for copper and sub-product exports of each Division, that are subject to the surcharge.
Tax income benefit (expense) e Income tax benefit (expense) Corporate income tax under D.L. 2.398 and the Royalty Mining Margin Tax (Specific Tax on Mining Activities until 2023) are allocated based on the income before income taxes of each Division, considering for this purpose the income and expenses allocation criteria of the Head Office and subsidiaries mentioned above.
e Other tax expenses are allocated in proportion to the corporate income tax, the Royalty Mining Margin Tax (Specific Tax on Mining Activities until 2023) and tax under D.L. 2.398 of each Division.
Transactions between segments
Transactions between segments mainly related to products processing services (or tolling services), are recognized as revenue for the segment rendering the tolling services and as the cost of sales for the segment that recelves the service. Such recognition is made in the period in which these services are rendered, as well as Its elimination in the consolidated corporate financial statements.
F-189
Corporación Nacional del Cobre de Chile
Additionally, the reallocation of the profit and loss assumed by Ventanas Division, associated with the corporate mineral processing contract between Codelco and Enami, in which a distribution is applied based on the revenue of each division is included as a transaction between segments.
Cash flows by segments
The operating segments defined by the Corporation, maintains a cash management function which refers mainly to operational activities that need to be covered periodically with funds constituted in each of these segments and whose amounts are not significant in relation to corporate balances of cash and cash equivalents.
Conversely, activities such as obtaining financing, investment and payment of relevant financial obligations are mainly based at the Head Office.
F-190
LE
Corporación Nacional del Cobre de Chile
From 01-01-2024 to 12-31-2024 Segments Chuquicamata R. Tomic Salvador Andina El Teniente Ventanas G. Mistral M. Hales Total segments Other Total Consolidated ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$
Revenue from sales of own copper 4,326,844 2,410,576 561,430 1,522,524 2,961,348 338,343 983,132 1,145,000 14,249,197 14,249,197 Revenue from sales of third-party copper 4,786 – – – – 55,589 – 60,375 1,346,452 1,406,827 Revenue from sales of molybdenum 387,279 57,169 – 77,801 187,510 – – 709,759 33,561 743,320 Revenue from sales of other products 187,319 – 136,157 2,181 115,732 62,144 – 80,168 583,701 24,497 608,198 Revenue from future market (4,261) (3,276) (3,042) (224) (799) (950) (1,347) (264) (14,163) – (14,163) Revenue between segments 94,415 – 37,606 1,385 47,290 38,502 – 39,647 258,845 (258,845) – Revenue 4,996,382 2,464,469 732,151 1,603,667 3,311,081 493,628 981,785 1,264,551 15,847,714 1,145,665 16,993,379 Cost of sales of own copper (3,571,440) (1,756,995) (584,177) (1,155,415) (1,723,124) (334,104) (732,806) (971,443) (10,829,504) 3,795 (10,825,709) Cost of sales of third-party copper (4,561) – – – – (75,333) – (79,894) (1,269,876) (1,349,770) Cost of sales of molybdenum (90,556) (38,196) – (26,513) (44,923) – (200,188) (20,891) (221,079) Cost of sales of other products (178,103) – (139,574) (172) (53,826) (54,743) – (5,681) (432,099) (77,081) (509,180 Cost of sales between segments (168,354) 56,105 (154,768) 2,425 49,686 (41,380) (2,847) (1,175) (260,308) 260,308 – Cost of sales (4,013,014) (1,739,086) (878,519) (1,179,675) (1,772,187) (505,560) (735,653) (978,299) (11,801,993) (1,103,745) (12,905,738) Gross profit (loss) 983,368 725,383 (146,368) 423,992 1,538,894 (11,932) 246,132 286,252 4,045,721 41,920 4,087,641 Other income, by function 40,275 4,026 2,780 5,908 6,521 (73) 1,556 (1,245) 59,748 20,906 80,654 Distribution costs (5,753) (1,895) (2,782) (852) (5,591) (1,944) (1,603) (1,044) (21,464) (3,575) (25,039) Administrative expenses (42,864) (31,768) (10,033) (32,437) (69,164) (8,628) (25,365) (28,088) (248,347) (262,869) (511,216) Other expenses, by function (187,163) (157,851) (225,801) (83,395) (232,654) (17,689) (17,399) (29,655) (951,607) (265,805) (1,217,412) Law No. 13196 (440,609) (206,594 (49,381) (157,849 (225,956 (38,480) (96,544) (86,451) (1,301,864 – (1,301,864) Other gains (losses) – – – – – – – – – 37,306 37,306 Finance income 1,146 (116) 550 (611) 1,279 1 1 (25) 2,225 122,631 124,856 Financial costs (289,097) (35,816) (37,640) (136,113) (344,275) (7,750) (22,530) (34,888) (908,109) (2,302) (910,411) Impairment loss under IFRS 9 – – – – – – – – – (731) (731) Share in the profit (loss) of associates and joint 375 137 (206) 306 65,071 65,377 ventures accounted for using the equity method Exchange gains (losses) in foreign currencies 83,434 29,570 28,456 85,694 178,702 7,560 8,156 15,999 437,571 (76,278) 361,293 Profit (loss) before tax 142,737 324,939 (439,844) 104,474 847,550 (78,935) 92,404 120,855 1,114,180 (323,726) 790,454 Income tax expense (99,129) (217,383) 309,139 (75,693) (610,032) 55,820 (58,924) (84,435) (780,637) 234,899 (545,738) Profit (loss) 43,608 107,556 (130,705) 28,781 237,518 (23,115) 33,480 36,420 333,543 (88,827) 244,716
F-191 Corporación Nacional del Cobre de Chile
From 01-01-2023 to 12-31-2023 Segments Chuquicamata R. Tomic Salvador Andina El Teniente Ventanas G. Mistral M.Hales | Total segments Other Total Consolidated ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$
Revenue from sales of own copper 3,611,833 2,913,072 757,999 1,337,483 2,887,639 242,987 889,113 908,667 13,148,793 – 13,148,793 Revenue from sales of third-party copper 2,979 – 14 – 179,354 182,347 1,490,719 1,673,066 Revenue from sales of molypdenum 431,700 96,020 – 84,576 264,435 – 876,731 36,031 912,762 Revenue from sales of other products 180,603 146,046 3,874 126,871 111,299 72,629 641,322 13,005 654,327 Revenue from future market 1,426 (749) 1,417 (264) 945 654 (472) 1,323 4,280 1 4,281 Revenue between segments 95,892 4,567 24,166 7,099 31,547 96,496 12,795 272,562 (272,562) – Revenue 4,324,433 2,612,910 929,642 1,432,768 3,311,437 630,790 888,641 995,414 15,126,035 1,267,194 16,393,229 Costof sales of own copper (3,199,526) (1,920,837) (870,505) (1,148,835) (1,678,097) (248,518) (792,007) (981,852) (10,840,177) 5,239 (10,834,938) Cost of sales of third-party copper (3,051) – – – (188,389) (191,440) (1,466,947) (1,658,387) Cost of sales of molyodenum (88,574) (36,789) – (29,822) (50,714) – (205,899) (46,453) (252,352) Cost of sales of other products (162,029) – (166,396) (363) (67,521) (112,581) (3,503) (512,393) (15,273) (527,666 Cost of sales between segments (150,727) 33,990 (68,203) 4,356 17,257 (129,500) (3,004) 23,269 (272,562) 272,562 – Cost of sales (3,603,907) (1,923,636)| (1,105,104) (1,174,664) (1,779,075) (678,988) (795,011) (962,086) (12,022,471)| (1,250,872) (13,273,343) Gross profit (loss) 720,526 689,274 (175,462) 258,104 1,532,362 (48,198) 93,630 33,328 3,103,564 16,322 3,119,886 Otherincome, by function 10,228 3,333 3,308 5,891 8,421 879 387 38,179 70,626 22,413 93,039 Distribution costs (7,134) (2,201) (5,002) (2,176) (2,523) (2,291) (747) (693) (22,767) (2,730) (25,497) Administrative expenses (47,863) (34,302) (22,090) (33,255) (71,372) (10,575) (29,205) (30,213) (278,875) (265,287) (544,162) Other expenses, by function (184,694) (28,755) (150,803) (44,992) (183,076) (53,699) (13,331) (22,458) (681,808) (124,659) (806,467) Law No. 13196 (370,093 (223,476 (81,514) (138,161 (244,829) (31,425 (87,317 (79,524) (1,256,339 – (1,256,339) Other gains (losses) – – – – – – – 43,046 43,046 Finance income 879 547 80 (745) 1,226 (268) 33 128 1,880 97,171 99,051 Financial costs (273,253) (35,979) (16,399) (117,799) (260,920) (7,497) (22,434) (38,672) (772,953) (5,957) (778,910) Impairment loss under IFRS 9 – – 2,279 2,279 Share in the profit (loss) of associates and joint ventures
337 99 (127) 309 (658,427) (658,118) accounted for using the equity method Exchange gains (losses) in foreign currencies 12,808 5,209 3,280 (13,179) (10,187) (777) (318) (1,898) (5,062) (39,901) (44,963) (Loss) profit before tax (138,596) 373,650 (444,265) (86,213) 768,975 (153,851) (59,302) (101,823) 158,575 (915,730) (757,155) Income tax expense 86,511 (250,345) 299,909 59,581 (527,032) 102,990 40,377 72,781 (115,228) 281,144 165,916 (Loss) profit (52,085) 123,305 (144,356) (26,632) 241,943 (50,861) (18,925) (29,042) 43,347 (634,586) (591,239)
F-192
Corporación Nacional del Cobre de Chile
The assets and liabilities related to each operating segment, including the Corporation’s corporate center (Head Office) as of December 31, 2024 and 2023, are detailed in the following tables:
12-31-2024 . Radomiro . . . Total Category Chuquicamata . Salvador Andina |ElTeniente | Ventanas | G.Mistral | M.Hales Other .
Tomic Consolidated ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ Current assets 1,366,947 745,893 358,069 303,165| 1,047,921 87,148 288,618 414,135 1,834,592 6,446,488 Non-current assets 11,150,367| 2,766,543| 3,152,282| 5,839,384] 10,497,705 138,115 931,028] 3,203,373 5,575,433 43,254,230 Currentliabilities 756,612 332,108 234,449 306,281 610,974 112,828 152,178 171,519 2,281,273 4,958,222 Non-current liabilities 499,192 319,172 256,971| 1,058,953 771,200 87,902 117,355 141,821| 30,188,441 33,441,007
12-31-2023 . Radomiro . . . Total Category Chuquicamata . Salvador Andina |ElTeniente | Ventanas | G.Mistral | M.Hales Other .
Tomic Consolidated ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ Current assets 1,326,054| 1,024,003 377,421 307,085 982,628 145,564 439,772 466,241 2,220,513 7,289,281 Non-current assets 10,485,840| 2,429,242| 2,4411644| 5,632,682| 9,574,502 146,463 933,198| 3,131,121 4,842,275 39,586,967 Currentliabilities 691,750 318,185 244,621 304,716 583,902 160,123 145,882 152,821 1,781,983 4,383,983 Non-current liabilities 561,504 355,682 280,168| 1,084,112 901,352 107,982 120,884 83,571| 27,950,361 31,445,616
1-1-2034 12033 Reveñur pe paographical ares. 12-34-2824 12-51-2003 mus Enuisa ll mo – . . 2 a – a – – e 2 – ch reto Eon dormarte cual e Y ZU? 63 ¡Tobi reverso Eon lorega caiomrarn 14.481 074 14 950 088 Jobal E A ra 13044 11-143 Revenue pe geogrépliical aros 12-11-2874 121-973 “BUS FALSE ‘ z ” r : 5 Chas 1451563 – 30000 u ce . g Alias ol Ai 20634585 3.005.420 ¡Euroot 3107302 | 2,302,007 Arranca 4374680: – 4153404 [ ” = i ; mu Ha 535 160 25 626
Total 1699319! 16391278
During the years ended December 31, 2024 and 2023, there was no revenue from ordinary activities from transactions with a single customer representing 10 percent or more of the Corporation’s revenue from ordinary activities.
F-193 Corporación Nacional del Cobre de Chile
27. Exchange difference
Exchange differences for the years ended December 31, 2024 and 2023, are as follows:
Prol pena] hrcen forelgo mecharge differences recognlrad da hop ei His ThiS$ Try ll oe himen CAS Epa | E a – id DAL led pad a Ml Pa: Pira. dG 9! ¡6 JB] Es Pd | Perrera | rar, hr ire Cia 110444 ¡(E Bl pr Ls ns Er PA 1 La | EA aná Hal 1er i ae 140 10 ¿0 ATi Total exchange dierinca l IA E
28. Statement of cash flows
The following table shows the items that comprise other collections and payments from operating activities in the Statement of Cash Flows:
|-1.2074 11.02) [Him poñecñina bum peral aims 1231-2024 (113071 ThlLES 16139 MAT tn Ii pad AA UAT mel 15 23M 234 304 l i Tuta [ESTA AS (- LH 41-2073 ciner parara hor partir artir s (111-3014 Ea $000) THE | TOS callen ll Cid sr Los 4717 Ue] 11 dz a LA y 2 E nu 4 A [de VA! uu A a LATA | A A id 10 AA! “rta AT AGN
During the years ended December 31, 2024 and 2023, no direct cash capital contributions were received.
29. Risk management
Corporación Nacional del Cobre de Chile has created instances within its organization that seek to generate strategies to minimize the financial risks to which It may be exposed.
The risks to which Codelco is exposed and a brief description of the management procedures that are carried out in each case, are described below.
F-194
Corporación Nacional del Cobre de Chile
a. Financial risks
* Exchange rate risk:
According to IFRS 7, exchange rate risk Is understood to be the risk that arises from financial instruments that are denominated in foreign currenclies, that is, a currency other than the Corporation’s functional currency (US dollar).
Codelco’s activities that generate this exposure correspond to funding in UF, accounts payable and recelvable and provisions in Chilean pesos, other foreign currencies used in Its business operations and obligations with employees.
Most transactions in currencies other than US$ are denominated in Chilean pesos. Also, there Is another portion in Euro, which corresponds mainly to a long-term loan issued through the International market, which exchange rate risk is mitigated with hedging instruments (Swap).
Taking into consideration the financial assets and liabilities as of December 31, 2024 as the base, a fluctuation (positive or negative) of 10 Chilean pesos against the U.S. dollar (keeping the other variables constant), could affect profits before taxes by US$29 million in profit or loss, respectively. This result is obtained by identifying the main Items (including assets and financial liabilities) denominated in foreign currencies in order to measure the impact on profit or loss that a variation of +- 10 Chilean pesos would have in terms of US$, with respect to the closing exchange rate at the end of the reporting period.
There are operating and investment expenses that are subject to price-level restatements associated with inflationary adjustments in the economic environment in which the Corporation operates. The Corporation periodically monitors the effects of these price-level restatements on lts results in order to detect unusual situations that could have a significant financial impact.
Based on current conditions, the Corporation has not entered into, nor does it intend to enter into, derivative contracts specifically to hedge the effects discussed in the preceding paragraph.
If financial assets and liabilities are considered as of December 31, 2024, a 1% fluctuation (positive or negative) in the value of UF in Chilean pesos (with all other variables held constant) could affect the pre-tax result by an estimated US$16 million loss or gain, respectively. This result is obtained by identifying the main items affected by exchange differences, both financial assets and liabilities, in order to measure the impact on income that a 1% variation in the value of the UF, used at the date of presentation of the financial statements, would have.
* Interest rate risk This risk arises from interest rate fluctuations in Codelco’s investment and financing activities.
This movement can affect future cash flows or the market value of fixed rate financial instruments.
F-195 Corporación Nacional del Cobre de Chile
These rate variations refer to U.S. dollar variations, mostly with respect to the LIBOR rate. To manage this risk, Codelco maintains an adequate combination of fixed and variable rate debt, which Is complemented by the possibility of using interest-rate derivatives to meet the strategic guidelines defined by Codelco’s Vice-Presidency of Finance.
lt is estimated that, based on net debt at December 31, 2024, a one percentage point change in the interest rates of credit financial llabilities subject to variable interest rates would result in a change in annual interest expense of approximately US$15 million, before taxes. This estimation is made by identifying the liabilities assigned variable interest, accrued at the end of the financial statements, which may vary with a change of one percentage point in variable Interest rates.
The concentration of obligations that Codelco maintains at fixed and variable rates at December 31, 2024, corresponds to a total of ThUS$20,243,130 and ThUS$2,479,433, respectively.
D. Market risk.
* Commodity price risk:
As a result of its commercial operations and activities, the Corporation’s income is mainly exposed to the volatility of copper prices and certain sub-products such as gold and silver.
Copper and molybdenum sales contracts generally establish provisional sales prices at the time of shipment of such products, while the final price will be considered based on a monthly average price determined by the market for future periods. At the reporting date, sales of provisionally priced products are adjusted to fair value and the effect is recorded in the results of operations for the period. Forward prices at the period-end are used for copper sales, while period-end average prices are used for molybdenum concentrate sales due to the absence of an assets futures market. (See Note 2.q) “Income from Activities Ordinary Procedures from Contracts with Customers of section |! Main Accounting Policies).
As of December 31, 2024, If the future price of copper fluctuates by + – 5% (with the other variables constant), the result would be +- US$229 million before taxes as a result of setting the mark to market of sales revenue to provisional prices in effect as of December 31, 2024 (MTMF 519). For the estimate indicated, all of those physical sales contracts were valued according to the monthly average immediately following the close of the financial statements, and proceeds to be estimated regarding what the final settlement price would be If there Is a difference of + – 5% with respect to the future price known to date for this period.
In order to protect cash flow and adjust, where necessary, Its sales contracts to its trade policy, the Corporation holds operations in futures markets. Atthe end of the reporting period, these contracts are adjusted to fair value, recording this effect, at the settlement date of the hedging transactions as part of net product sales.
The Corporation has not entered into any hedging transactions with the specific purpose of hedging the price risk caused by fluctuations In prices of production inputs.
F-196 Corporación Nacional del Cobre de Chile
c. Liquidity risk
The Corporation ensures that it has sufficient resources, such as pre-approved credit lines (including refinancing), in order to meet short-term requirements, after considering the necessary working capital for its operations and any other commitments it has.
In this sense, the Corporation maintains resources at its disposal sufficient to meet its obligations, whether in cash, liquid financial instruments or credit facilities.
In addition, the Finance Department constantly monitors the Corporation’s cash flow projections based on short- and long-term projections and available financing alternatives. In addition, the Corporation estimates that it has enough headroom to increase the level of borrowing for the normal requirements of its operations and investments established in its development plan.
In this context, according to current existing commitments with creditors, the cash requirements to cover financial liabilities classified by maturity and presented in the statement of financial position are detailed as follows:
Maturñy ol financial Mabilities – | Lossthan Berwese one] Over las 0412-34-04 Eo year five years years Loans bom franca arias 315.55 71.570 a 16 Blonde 7 118653 | 15355902 Carabias 2010 186 a ra A A | | |
Fotal l- ABADOSI! 4906435] 16385416
d. Credit risk
This risk comprises the possibility that a third party does not fulfill its contractual obligations, thereby causing a loss for the Corporation.
Given the Corporation’s sales policy, principally with cash and advance payments and bank letters of credit, the uncollectible of client debt balances is minimal. This is complemented by the familiarity the Corporation has with its clients and the length of time it has operated with them. Therefore, the credit risk of these transactions is not significant.
The indications with respect to the payment conditions to the Corporation are detailed in every sales contract and the negotiation management is under the charge of the Commercial Vice- Presidency.
In general, the Corporation’s other accounts receivable have a high credit quality according to the Corporation’s evaluations, based on each debtor’s solvency analysis and payment history.
The maximum exposure to credit risk as of December 31, 2024 is represented by the financial asset items presented in the Corporation’s Statement of Financial Position.
F-197 Corporación Nacional del Cobre de Chile
The Corporation’s accounts receivable does not include customers with balances that could be classified as a significant concentration of debt and would represent a material exposure for Codelco. This exposure is distributed among many clients and other counterparties.
In the customer items, the provisions, which are not significant, are included based on the review of the outstanding balances and characteristics of the clients, destined to cover eventual insolvencies.
Explanatory note 2 “Trade and other receivables shows past due and not provisioned balances.
The Corporation estimates that unimpalred amounts overdue over 30 days are recoverable based on clients historical payment behavior and their existing credit ratings.
As of December 31, 2024 and 2023, there are no recelvable balances that have been renegotiated.
Codelco works with major banks, which have high national and international ratings, and continually assesses them; therefore, the risk that could affect the availability of the Corporation’s funds and financial instruments is not significant.
Also, in some cases, to minimize credit risk, the Corporation has contracted credit insurance policies through which it transfers to third parties the commercial risk associated with some aspects of lts business.
During the years ended December 31, 2024 and 2023, no guarantees have been executed in relation to ensure the collection of third party debt.
Personnel loans mainly relate to mortgage loans, according to programs included in union agreements, which are paid for through payroll discounts.
e. Other relevant risks
In addition to managing financial risks, the Corporation, during 2024, has focused efforts on emerging risks to develop the capacity for monitoring and resilience against major exogenous variables that may influence the business, such as geopolitical dynamics, extreme weather events, and global systemic cyberattacks. This capacity will continue to be developed moving forward.
Regarding strategic risks, greater depth has been given to prioritized matters, reinforcing the corporation’s strategy to achieve the strategic objectives set for 2030. This is reinforced by the current corporate governance through which systematic reviews are held in corporate risk committees and quarterly board committee meetings.
F-198 Corporación Nacional del Cobre de Chile
Our risk management program considers that risk predisposition and risks may change over time, requiring management actions to respond to these changes according to the context.
Information regarding the main risks considered by Codelco is included in the Annual Report.
30. Derivatives contracts.
The Corporation has entered transactions to hedge cash flows, to minimize the risk of foreign exchange rate variations and sales price variations, detailed as follows:
a. Exchange rate hedge
The Corporation maintains an exposure associated with its foreign exchange hedging operations, the balance of which corresponds to a net deferred tax profit recognized in equity amounting to ThUS$ 5,665 as of December 31, 2024.
The following table shows details of the fair value and other information of the financial hedges contracted by the Corporation:
December 31, 2024
Type of Financial Hedged item Bank derivative Maturity Currency | Hedged item obligation Fair value Asset Amortized Hedging | hedged item cost contract instrument ThUS$ ThUS$ ThUS$ ThUS$ ThUS$ Bono UF Vcto. 2025 JP Morgan London Branch (Inglaterra) Swap 04-01-2025 US$ 266,017 208,519 59,871 273,767 (213,896) Bono UF Vcto. 2026 JP Morgan London Branch (Inglaterra) Swap 08-24-2026 US$ 385,532 406,212 (10,669) 396,066 (406,735) Bono AUD Vcto. 2039 Santander (Chile) Swap 07-22-2039 US$ 43,548 49,266 (5,443) 40,704 (46,147) Bono HKD Vcto. 2034 HSBC Bank PLC (Inglaterra) Swap 11-07-2034 US$ 64,400 63,792 4,135 63,852 (59,717) Total 759,497 727,789 47,894 774,389 (726,495) December 31, 2023 | – E tig Y ab |] eb mad Mara PA rar Dan Pase A del o dsmo: E b Preu u emm quel RG as .
PRUEa LI A 1 la e .- – nn n y 28 ! 10 SE ” el] i — q EJ . 14814 EJE I i O 2 LA Í el ‘ i Mr cr yo ll – ru J* i RHidla gl ad . yu AS 1 el ld =.3 E] | | | 1] ! 4 ‘ = Y ula | AA] LITA | AT e. TE,
As of December 31, 2024, the Corporation has no cash collateral balances.
The current methodology for valuing currency swaps uses the bootstrapping technique based on mid-swap rates to construct (zero) curves in functional currencies other than the functional currency and US$, respectively, based on market information.
The notional amounts held by the Corporation for financial derivatives are detailed below:
F-199
Corporación Nacional del Cobre de Chile
December 31, 2024
Notional amount of contracts with final maturity
Currency
Less than 90 days MUS$
Over 90 days MUS$
Total current MUS$
1to 3 years
MUS$
3to 5 years
MUS$
Over 5 years
MUS$
Total non-current MUS$
Currency derivatives
US$
227,722
10,969
238,691
428,148
7,719
141,198
577,065
December 31, 2023
Notional amount of contracts with final maturity
Currency
Less than 90 days ThUS$
Over 90 days ThUS$
Total current ThUs$
1to 3 years
ThUS$
3to 5 years
ThUS$
Over 5 years
ThUS$
Total non-current ThUs$
Currency derivatives
US$
19,203
37,793
56,996
1,202,983
7,719
145,057
1,359,709
b. Cash flows hedging contracts and commercial policy adjustment
The Corporation trades in the copper, gold and silver derivative markets and records its results upon termination. These results are added to or deducted from sales revenues. As of December 31, 2024, these operations generated a lower net realized result of ThUS$20,130.
b.1. Commercial flexibility operations of copper contracts lts objective Is to adjust the price of sales to the Corporation’s sales policy, which is defined according to the London Metal Exchange. As of December 31, 2024, the Corporation has copper derivative transactions associated with 268,115 metric tons of fine copper. These hedging transactions are performed as part of the Corporation’s commercial policy.
The current contracts as of December 31, 2024, present a negative balance of ThUS$26,033 and their final result will only be known at their maturity, offsetting the hedging transactions with revenue from the sale of the hedged products.
Operations completed between January 1 and December 31, 2024, generated a net negative effect in results of ThUS$20,862, corresponding to values for physical sales contracts for a negative amount of ThUS$14,896 and values for physical purchase contracts for a negative amount of ThUS$5,966.
b.2. Trade operations of current gold and silver contracts.
As of December 31, 2024, the Corporation has no derivative contracts for gold and silver.
As of December 31, 2024, the Corporation has completed gold and silver operations, which generated a net positive effect on income of ThUS$733 corresponding to the value of physical sales contracts.
b.3. Cash flow hedging operations backed by future production
The Corporation has no outstanding transactions as of December 31, 2024, arising from these operations, which protect future cash flows by locking In price levels for the sale of part of Its production
F-200 Corporación Nacional del Cobre de Chile a_1
The following tables set forth the maturities of metal hedging activities, as referred to in point b above:
December 31, 2024
Maturity date
ThUS$
2025
2026 2027
2028
2029
Upcomina
Total
Flex com cobre (assetj ¡Flex com cobre (liability) Flex com GaldSilver Price settmo
Metal options
168
(21,593)
1 (4 3071
169
(25,200)
Total
(21.729)
(4.305)
(25,031) ¡December 31, 2023
Maturity date
ThUS5
2024
2025 2026
20127
2028
Upooming
Total ¡Flex.com cobre (asset) ¡Flex com cobre (ability) ¡Flex com GoldSilver ¡Price setting ¡Metal options
(3310)
Kl
53 y
(1577) (4 B37) 3
Total
(3,307)
(1575)
(4 892) ¡December 31, 2024
Matisnty date
All figures in thousands of metric tonsounces
2025
2026 2027
2028
2023
Upcomina
Total
225 440 ¡Copper Futures [MT] ¡GoldSilver Futuras [ThOZ] ¡Copper pras setting [MT] ¡Copper options [MT]
41575
258 115 ¡December 31, 2023 Maturity date
All figures in thousands of metrc tonstolmces 2024 2025 2026 2027 202K Upcoming
Total ¡Copper Futunes [MT] 219 025 32.000 ¡GoldSilver Futuras [(ThOZ] 41891 – Copper pnee setting [117] – ¡Copper optians [MT]
251,025 41591
31. Contingencies and restrictions
a) Lawsuits and contingencies
There are various lawsults and legal actions initiated by or against the Corporation, which derive from its operations and the industry in which it operates. In general, these are civil, tax, labor and mining litigations, all related to the Corporation’s activities.
In the opinion of Management and its legal advisors, the lawsuits where the Corporation is being sued and could have negative results do not represent significant loss contingencies or cash flows. Codelco defends its rights and makes use of all the corresponding legal and procedural instances and resources.
The most relevant lawsuits filed by Codelco relate to the following matters:
– Tax Proceedings: There is a tax proceeding for liquidation No.141 of tax year 2015 and Exempt Resolution No. 89 of 2016 issued by the Internal Revenue Service (Sl!), for which the Corporation presented the corresponding appeals, which were received and resolved in favor of the Tax and Customs Courts, a resolution that was appealed by the SII.
– Labor lawsuits: Labor proceedings brought by the workers against the Corporation, regard to occupational diseases, labor accidents and other matters.
F-201 Corporación Nacional del Cobre de Chile
– Mining proceedings and others arising from the operation: The Corporation has been participating, and will probably continue to participate, as plaintiff and defendant in given court proceedings involving lts mining operation and activities, through which It seeks to exercise certain actions or set up certain defenses in relation to given mining concessions that have been established or are in the process of being established, as well as also with regard to its other activities. These proceedings currently do not involve any given amount and do not have any essential effect on Codelco’s development.
As of December 31, 2024, there are arbitration lawsuits pending final judgment, between Codelco and Consorcio Belaz Movitec SpA.
During the years ended December 31, 2024 and 2023, there are no lawsults or other proceedings representing 10 percent or more of the Corporation’s total outstanding lawsults.
At the date of issuance of these consolidated financial statements, the Codelco faces various lawsuits and legal actions against it for a total of approximately ThUS$389,080 corresponding to 1,037 cases, with an estimated loss amount of ThUS$50,089. According to the estimate made by the legal advisors of the Corporation, 860 cases, which represent 82.93% of the universe, have associated probable loss results amounting to ThUS$49,901 (Additionally, with the same probable results, there is 1 cases for ThUS$6 ThUS arising from subsidiaries). There are also 127 cases, representing 12.25% for an amount of ThUS$169, for which it is less likely than not, that the ruling will be against the Corporation. For the remaining 50 cases, representing 4.82% for an amount of ThUS$19, the Corporation’s legal advisors consider an unfavorable result to be remote.
For litigation with probable loss and its costs, there are the necessary provisions, which are recorded as contingency provisions.
b) Other commitments.
I. Law No. 19993 dated December 17, 2004, authorized the purchase of the Refinery and Smelter Las Ventanas assets from ENAMI, establishing that the Corporation must ensure that the smelting and refining capacity required is maintained, without any restriction and limitation, for treating the products of the small and medium mining sector sent by ENAMI, under the form of toll production or another form agreed upon by the parties. (See paragraph described in number ix, where the modification of this law Is mentioned).
II. Obligations with the public for bond issues means that the Corporation must meet certain restrictions related to limits on pledges and leaseback transactions on its principal assets and on lts ownership interest in subsidiaries.
The Corporation has complied with these conditions as of December 31, 2024 and 2023.
ll. On January 20, 2010, the Corporation signed two energy supply contracts with Colbún
S.A., which Includes energy and power sales and purchases for a total of 510 MW of power.
The contract provides a discount for that unconsumed energy from Codelco’s SIC divisions with respect to the amount of contracted power. The discount is equivalent to the value of the sale of that energy on the spot market.
F-202 Corporación Nacional del Cobre de Chile
The contracted power for supplying these Divisions is comprised by two contracts:
* Contract No.1 for 176 MW, current until December 20209.
+ Contract No.2 for 334 MW, current until December 2044. This contract is based on energy production from Colbún’s Santa María thermal power station, which is currently in operation.
This plant is coal-fired, and therefore the electric energy tariff rate applied for the energy supplied to Codelco is linked to the price of coal.
Both of these contracts comply with Codelco’s long-term energy and power requirements from the SIC of approximately 510 MW.
Through these contracts, which operate through take or pay, the Corporation agrees to pay for the contracted energy and Colbún undertakes to reimburse at market price the energy not consumed by Codelco
On October 27, 2022, Codelco signed an amendment to the contract, which, among other aspects, will allow replacing the coal-based electricity supply with a renewable energy supply.
This transformation will be implemented gradually, disassociating from Central Santa María, and as of January 1, 2026 the contract will be for 1,000 GWhyear of renewable energy.
Iv. For the electric power supply of the Chuquicamata’s work center, the following contracts are maintained:
For the electric power supply of the Chuquicamata’s work center, there are three contracts: Contract with Engie for a 15-year term as from January 2010, that is maturing in December 2024, for 200 MW capacity, and another contract for a 200 MW capacity which was signed in January 2018 and will be effective as of January 2025 with maturity in December 2035.
Contract with CTA effective as from 2012 for 80 MW capacity, maturity in 2032.
On May 3, 2024, Codelco signed amendment No. 5 to the contract with CTA, whereby the parties agree to commercial changes to the contract, along with decarbonization of the contract as of 2026.
v. On August 26, 2011, Codelco signed two energy supply contracts with AESGener. The first one for the Minister Hales division for a 99 MW capacity and the second contract for the Radomiro Tomic work center, for a maximum capacity of 145 MW. Both contracts will mature in 2028.
In December 2022, the respective agreements were renegotiated and signed. The agreement implies the modification of the original contracts and a new renewable sources contract effective from 2023 to 2040.
vi. On February 28, 2024, Codelco signed three corporate electricity supply contracts based on renewable energy with the companies Atlas Energía Dos SpA, Colbún S.A. and Innergex Energía Renovable SpA, which start their supply on January 1, 2026 and have a termination date of December 31, 2040. The contract with Atlas Energía Dos is for 375 GWhyear of energy, the contract with Colbún is for 1100 GWhyear of energy and finally the contract with Innergex Energía Renovable is for 3350 GWhyear of energy.
F-203 Corporación Nacional del Cobre de Chile vil. On November 11, 2011, Law No. 20551 was published in the Official Journal, which regulates the tasks and closure of mining facilities. Additionally, on November 22, 2012, the Supreme Decree No. 41 of the Minister of Mining, which approves the Regulations of this Law, was published in the Official Gazette.
This law requires the Corporation, among other requirements, to provide financial guarantees to the State to ensure the implementation of closure plans. It also establishes the obligation to make contributions to a fund which alms to cover the costs of post-closure activities.
The Corporation, in accordance with the regulations, delivered in 2014 to the National Geology and Mining Service (SERNAGEOMIN) the mine closure plans for each of the eight divisions of Codelco. These closure plans were developed under the transitional regime of the Law, specified for mining companies affected by the general application procedure, which are those with extraction capacity > 10,000 tonsmonih, and that at the date of entry into force of the Law were in operation, and with a closure plan previously approved under the Mining Safety Regulation D.S. No. 132.
All these transitional closure plans were approved in 2015 in accordance with the provisions established in the Law.
The law also established the obligation to update these closure plans, under the conditions of the general regime of the law, which incorporates new and greater requirements for the closure plans, five years after Its entry into force, !.e. in 2020 In the case of Codelco. This calendar was brought forward to 2019 due to operational particularities for the Chuquicamata and Ventanas Divisions, and postponed to 2021 by SERNAGEOMIN, due to the COVID19 pandemic for the entire industry, and therefore for all other divisions.
In compliance with this new schedule, Codelco approved in 2021 the updated closure plans for the El Teniente, Radomiro Tomic, Ministro Hales and Gabriela Mistral Divisions, and as of December 31, 2021, the approval of the updated plans for the Salvador and Andina Divisions Is In process. During the year 2022, Codelco obtained the approval of the updated closure plans of the Salvador and Andina divisions. The Corporation has provided the corresponding guarantees committed in all the approved closure plans, in accordance with the latest updates in force.
As of December 31, 2024, the Corporation has agreed guarantees for an annual amount of UF 85,903,101 to comply with the aforementioned Law No. 20551 (see note No. 32).
vil. On August 24, 2012, Codelco through Its subsidiary Inversiones Mineras Nueva Acrux SpA (Nueva Acrux) (whose minority shareholder is Mitsul), signed a contract with Anglo American Sur S.A. Under this contract, Codelco agreed to sell a portion of lts annual copper production to the mentioned subsidiary, who in turn agrees to purchase such production.
Such annual portion is determined by the share of Codelco’s indirect subsidiary, Inversiones Mineras Becrux SpA (also shared ownership with Mitsul), maintained for the shares of Anglo- American Sur S.A.
In turn, the subsidiary Nueva Acrux agrees to sell to Mitsui, the products purchased under the agreement described in the preceding paragraphs.
F-204 Corporación Nacional del Cobre de Chile
The contract expiration will occur when the shareholders agreement of Anglo-American Sur
S.A. ends or other events related to the completion of mining activities of the company take place.
Ix.On June 17, 2022, Codelco’s Board of Directors agreed to move forward with preparations to cease operation of the Ventanas Smelter, subject to parliament amending Law No. 19993 within a limited period of time, whose scope referred exclusively to the smelter and not to the refinery or other operations of the Ventanas Division. For this measure to be carried out, it required the amendment and approval by the Executive and the Legislature of Law No. 19993, which obliged the Corporation to smelt the minerals of Empresa Nacional de Minería (ENAMI) at the Ventanas Smelter.
On March 6, 2023, Congress approved the modification of the aforementioned law, allowing this obligation to be fulfilled by other smelters and refineries of Codelco Chile.
Later, in May, the National Geology and Mining Service (Sernageomin) authorized Codelco the temporary closure plan for the Ventanas smelter, which will have an initial duration of two years, extendable for another three, during which time engineering will be developed and permits will be processed to move on to the definitive closure stage, which considers, among other actions, the dismantling of the smelter facilities.
On May 31, 2023, the Ventanas smelter furnaces were shut down.
F-205 Corporación Nacional del Cobre de Chile
32. Guarantees
The Corporation as a result of its activities has received and given guarantees.
The following tables list the main guarantees given to financial institutions:
Direct Guarantees provided to Financial Institutions and other Creditor of the guarantee Type of guarantee 31-12-2024 12-31-2023 Currency Maturity Quantity ThUS$ ThUS$
Abogado Procurador Fiscal Carlos Felix Judicial agreement and settlement UF 17-mar-25 1 1,157 1,258 Abogado Procurador Fiscal Carlos Felix Judicial agreement and settlement CLP 17-mar-25 1 16,368 18,595 Consorcio Aeropuerto Calama Parking UF 30-nov-23 1 – 4 Road management Construction project UF 02-ene-24 8 28 Road management Construction project UF 08-abr-24 1 4 Road management Construction project UF 01-mar-24 4 12 Road management Construction project UF 31-jul-24 1 – 8 Road management Construction project UF 02-may-25 2 894 972 Road management Construction project UF 30-dic-24 1 486 Road management Construction project UF 17-may-24 1 3 Road management Construction project UF 19-jun-24 1 5 General Directorate of Maritime Territory and Merchant Marine [Maritime concession CLP 24-mar-24 1 9 General Directorate of Maritime Territory and Merchant Marine [Maritime concession CLP 01-mar-24 1 1,203 Engie Energia Chile S.A. Water Supply Project CLP 02-sept-24 2 – 453 Ministry of National Assets Project of explotation UF 10-jun-24 6 48 48 Ministry of National Assets Project of explotation CLP 26-feb-24 22 176 Ministry of Public Works Construction project UF 29-jul-24 1 43 Ministry of Public Works Construction project UF 15-dic-24 1 – 569 Ministry of Public Works Construction project UF 22-ene-25 1 247 269 Ministry of Public Works Construction project UF 13-sept-25 1 1,018 1,107 Ministry of Public Works Construction project UF 28-sept-25 1 527 573 Ministry of Public Works Construction project UF 19-dic-25 1 769 836 Ministry of Public Works Construction project UF 31-dic-24 1 22,804 24,809 Ministry of Public Works Construction project UF 31-dic-25 1 22,804 – Ministry of Public Works Construction project UF 10-mar-25 1 3,262 3,549 Ministry of Public Works Construction project UF 30-abr-26 1 377 – Ministry of Public Works Construction project UF 30-jun-25 1 3
Ministry of Public Works Construction project UF 01-jul-26 1 2,113
Ministry of Public Works Construction project UF 02-ene-27 1 2,454 – Semageomin Environment UF 17-feb-24 3 – 379,876 Semageomin Environment UF 03-may-24 9 785,308 Semageomin Environment UF 19-sept-24 1 61,530 Semageomin Environment UF 11-nov-24 3 347,159 Semageomin Environment UF 14-nov-24 2 209,011 Semageomin Environment UF 27-nov-24 3 307,049 Semageomin Environment UF 02-dic-24 9 938,514 Semageomin Environment UF 16-dic-24 1 – 120,635 Semageomin Environment UF 17-feb-25 4 392,119 – Semageomin Environment UF 03-may-25 11 808,222
Semageomin Environment UF 11-nov-25 4 354,801
Semageomin Environment UF 14-nov-25 3 214,406
Semageomin Environment UF 27-nov-25 4 351,326
Semageomin Environment UF 02-dic-25 10 958,891
Semageomin Environment UF 16-dic-25 1 169,183
Semageomin Environment UF 17-sept-25 1 62,888 – General Treasury of the Republic Maritime concession CLP 30-jun-24 1 – 54 Municipality of Santiago Project of explotation CLP 01-oct-24 1 – 74 Municipality of Santiago Project of explotation CLP 31-dic-25 1 27
Municipality of Santiago Project of explotation CLP 31-0Cct-25 1 65
Antofagasta Railway Company PLC Construction project UF 14-abr-25 1 150
Gasoducto Norandino SpA Construction project USD 30-ene-25 1 10,000
Aguas de Antofagasta S.A. Construction project UF 31-ago-25 1 270 – Total 3,397,193 3,204,229
As for the documents received as collateral, they cover mainly obligations of suppliers and contractors related to the various development projects. At December 31, 2024 and 2023, the balance of these guarantees is TRUS$1,483,455 and ThUS$1,152,203, respectively.
F-206 Corporación Nacional del Cobre de Chile
33. Balance in foreign currency
a. Assets by Currency
12-31-2024 Assets national and foreign currency US Dollars Euros Other Non-indexed U.F. TOTAL currencies Cch$ Current assets Cash and cash equivalents 574,243 6,025 8,397 92,155 680,820 Other financial assets, current (103,117) – – 1 266,017 162,901 Other non-financial assets, current 28,143 385 367 2,262 4 31,161 Trade and other receivable, current 2,162,222 157,278 635 783,311 1,284 3,104,730 Accounts receivable from related entities, current 30,385 – – – 30,385 Inventories, current 2,434,677 – – 2,434,677 Current tax assets 939 12 – 803 – 1,814 Total current assets 5,127,492 163,760 9,399 878,532 267,305 6,446,488 Non-current assets Investments accounted for using equity method 2,934,150 – – 2,934,150 Property, plant and equipment 37,541,472 24 4,443 37,545,939 Deferred tax assets 89,104 – 157 13,675 – 102,936 Other assets 2,255,167 567 65,046 315,482 34,943 2,671,205 Total non-current assets 42,819,893 567 65,227 333,600 34,943 43,254,230 Total assets 47,947,385 164,327 74,626 1,212,132 302,248 49,700,718 |
12-31-2023 Assets national and foreign currency US Dollars Euros Other Non-indexed U.F. TOTAL currencies Cch$ Current assets Cash and cash equivalents 1,223,855 15,005 8,358 94,825 1,342,043 Other financial assets, current 3 – – 9 12 Other non-financial assets, current 44,463 396 164 3,557 48,580 Trade and other receivable, current 2,587,754 206,606 450 609,474 1,384 3,405,668 Accounts receivable from related entities, current 34,657 – – – 34,657 Inventories, current 2,455,701 – – 2,455,701 Current tax assets 462 31 – 2,127 – 2,620 Total current assets 6,346,895 222,038 8,972 709,992 1,384 7,289,281 Non-current assets Investments accounted for using equity method 2,866,698 – – 2,866,698 Property, plant and equipment 34,618,678 18 3,875 34,622,571 Deferred tax assets 88,816 – 207 14,507 103,530 Other assets 873,825 4,224 66,477 302,716 746,926 1,994,168 Total non-current assets 38,448,017 4,224 66,702 321,098 746,926 39,586,967 Total assets 44,794,912 226,262 75,674 1,031,090 748,310 46,876,248
F-207 Corporación Nacional del Cobre de Chile
b. Liability by type of currency:
12-31-2024 Other Non- National and foreign currency liabilities US Dollars Euros indexed U.F. TOTAL currencies Ch$ Current liabilities Other financial liabilities, current 1,275,596 10 – 266,487 1,542,093 Lease liabilities, current 47,890 – 532 82,587 8,929 139,938 Trade and other payables, current 1,577,616 23,815 2,715 160,280 46,740 1,811,166 Accounts payable to related entities, current 147,778 – – – – 147,778 Other short-term provisions 427,368 93,055 9,539 218,417 17,091 765,470 Current tax liabilities 20,789 148 962 21,899 Provisions for employee benefits, current 2,919 271 487,357 490,547 Other non-financial liabilities, current 19,776 – 95 19,460 – 39,331 Total current liabilities 3,519,732 116,870 13,310 969,063 339,247 4,958,222 Non-current liabilities Other financial liabilities, non-current 21,227,128 17,407 63,598 – 4,118 21,312,251 Lease liabilities, non-current 63,240 271 132,461 35,466 231,438 Non-current payables 758 4,086 – 4,844 Other long-term provisions 964,732 60,917 – 1,206,995 2,232,644 Deferred tax liabilities 8,694,413 168 21,639 – 8,716,220 Employee benefit provision, non-current 4,182 625,320 311,858 941,360 Total non-financial liabilittes, non-current 2,034 – – 216 – 2,250 Total non-current liabilities 30,956,487 17,407 64,037 844,639 – 1,558,437 33,441,007 Total liabilities 34,476,219 134,277 77,347 1,813,702 1,897,684 38,399,299
12-31-2023 National and foreign currency liabilities US Dollars Euros Other Non-indexed U.F. TOTAL currencies Cch$ Current liabilities Other financial liabilities, current 852,603 (533) 8 – 43 852,121 Lease liabilities, current 52,440 – 445 70,646 10,198 133,729 Trade and other payables, current 1,316,233 24,760 724 337,585 110,590 1,789,892 Accounts payable to related entities, current 171,522 – – 912 – 172,434 Other short-term provisions 547,126 90,006 10,427 229,254 22,676 899,489 Current tax liabilities 13,781 – 37 596 – 14,414 Provisions for employee benefits, current 3,048 477,692 480,740 Other non-financial liabilities, current 28,992 – – 12,172 – 41,164 Total current liabilities 2,985,745 114,233 11,641 1,128,857 143,507 4,383,983 Non-current liabilities Other financial liabilities, non-current 18,747,252 63,150 20,983 117,732 19,549,117 Lease liabilities, non-current 82,020 693 140,720 41,611 265,044 Non-current payables 759 – 195 – 954 Other long-term provisions 1,048,078 – 84,529 1,200,036 2,332,643 Deferred tax liabilities 8,218,440 19 23,341 – 8,241,800 Employee benefit provision, non-current 3,702 – 689,032 360,696 1,053,430 Total non-financial liabilities, non-current 2,380 – 248 – 2,628 Total non-current liabilities 28,102,631 63,862 959,048 2,320,075 31,445,616 Total liabilities 31,088,376 114,233 75,503 2,087,905 2,463,582 35,829,599
F-208
Corporación Nacional del Cobre de Chile
34. Sanctions
As of December 31, 2024 and 2023, neither Codelco Chile or its Directors and Managers have been sanctioned by the CMF or any other administrative authorities.
35. The environment
Each of Codelco’s operations is subject to national, regional and local regulations related to protection of the environment and natural resources, including standards relating to water, air, noise and disposal and transportation of dangerous residues, among others. Chile has introduced environmental regulations that have obligated companies, including Codelco, to carry out programs to reduce, control or eliminate relevant environmental impacts. Codelco has executed and shall continue to execute a series of environmental projects to comply with these regulations.
Pursuant to the Letter of Values approved in 2024, Codelco is governed by a series of internal policies and regulations that frame its commitment to the environment, among which Is the Corporate Sustainable Development Policy (2021).
Under a Corporate Environmental Management System, the divisions, structure their efforts in order to comply with the commitments assumed by the corporation’s environmental policies, incorporating elements of planning, operating, verifying and reviewing activities. As of December 31, 2024, Codelco is certified under the ISO 14001:2015 Standard, which is applicable to all its divisions.
To comply with the Circular No. 1901 of 2008 of the CMF, the details of the Corporation’s main expenditures related to the environment during the periods from January 1 to December 31, 2024 and 2023, respectively, and the projected future expenses are stated below:
F-209 Corporación Nacional del Cobre de Chile | ua == E AAA de es
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F-210 Corporación Nacional del Cobre de Chile
Disbursements 31-12-2024 12-31-2023 Future committed disbursements Company Project name Project status ThUS$ |Assets Expenditure htem e ThUS$ ThUS$ Estimated date El Teniente Codelco Chile [Construction of 7th phase Carén dam Completed – Assets Property, plantand equipment 79,982 2023 Codelco Chile [Acid plants In progress 94,047 Expenditure Operating expenditure 108,801 2024 Codelco Chile [Solid waste In progress 3,483 Expenditure Operating expenditure 4,236 2024 Codelco Chile [Water treatment plant In progress 13,571 Expenditure Operating expenditure 14,657 2024 Codelco Chile [Tailings In progress 72,263 Expenditure Operating expenditure 77,115 2024 Codelco Chile [Well construction and hydrogeology modification Colihue-Cauquenej Completed – Asset Property, plantand equipment 896 – 2023 Codelco Chile [Caren reservoir stage 8 and 9 In progress 76,622 Asset Property, plantand equipment 33,447 290,984 2027 Codelco Chile [Construction of Complementary Water Works Tranque Barahona 2 | In progress 5,025 Asset Property, plantand equipment 9,385 16,335 2027 Codelco Chile [Restoration Slaughterhouse Drive In progress 5,543 Asset Property, plantand equipment 12,245 1,500 2026 Codelco Chile [Flow CEMS Acquisition Completed – Asset Property, plantand equipment 174 – 2023 Codelco Chile [Standardization driving slurry and pulp In progress 1,477 Asset Property, plantand equipment 305 6,975 2026 Codelco Chile [Improvementofwastewater containment and impulse infrastructure In progress 195 Asset Property, plantand equipment 69 2,037 2025 Codelco Chile [Normalization of Storage System In progress 24 Asset Property, plantand equipment – 4,345 2027 Total El Teniente Division 272,250 341,312 322,176 Gabriela Mistral Codelco Chile [Solid waste In progress 3,879 Expenditure Operating expenditure 3,260 2024 Codelco Chile [Environmental consulting In progress 12 Expenditure Operating expenditure – 2024 Codelco Chile [Wastewater treatment plant In progress 3 Expenditure Operating expenditure 6 2024 Codelco Chile [Garbage dump extension phase VIII Completed – Asset Property, plantand equipment 8,283 2023 Codelco Chile [Standardization of hazardous and non-hazardous CMRS In progress 132 Asset Property, plantand equipment – 2024 Total Gabriela Mistral Division 4,026 11,549 – Ventanas Codelco Chile [Acid plants In progress 1,578 Expenditure Operating expenditure 17,964 2024 Codelco Chile [Solid waste In progress 759 Expenditure Operating expenditure 1,340 2024 Codelco Chile [Environmental monitoring In progress 949 Expenditure Operating expenditure 1,474 2024 Codelco Chile [Efluenttreatment plant In progress 7,240 Expenditure Operating expenditure 7,263 2024 Codelco Chile [Standardizaton of CEMS Chimney PPAL and PAS Completed – Asset Property, plantand equipment 109 2023 Total Ventanas Division 10,526 28,150 – Radomiro Tomic Codelco Chile [Solid waste In progress 1,688 Expenditure Operating expenditure 1,884 2024 Codelco Chile [Environmental monitoring In progress 17 Expenditure Operating expenditure 127 2024 Codelco Chile [Efluenttreatment plant In progress 1,017 Expenditure Operating expenditure 1,325 – 2024 Codelco Chile [Construction of community works In progress 3,364 Asset Property, plantand equipment 3,176 24,094 2026 Total Radomiro Tomic Division 6,146 6,512 24,094 Ministro Hales Codelco Chile [Solid waste In progress 3,041 Expenditure Operating expenditure 2,735 2024 Codelco Chile [Efluenttreatment plant In progress 195 Expenditure Operating expenditure 207 2024 Codelco Chile [Silica shed extension and dome control room In progress 6,196 Asset Property, plantand equipment 4,114 2024 Codelco Chile [Construcción Parador Ruta 21CH-Fact In progress 149 Asset Property, plantand equipment 659 – 2025 Codelco Chile [Design and Construction of Slab In progress 121 Asset Property, plantand equipment – 890 2025 Total Ministro Hales Division 9,702 7,715 890 Ecometales Limited Ecometales Limited |Smelting powders leaching plant In progress 1,834 Expenditure Operating expenditure 1,336 1,273 2025 Ecometales Limited |Smelting powders leaching plant In progress 26 Expenditure Operating expenditure 59 34 2025 Subsidiary Ecometales Limited 1,860 1,395 1,307 Sociedad de Procesamiento de Molibdeno Limitada Molyb Environmental Monitoring In progress 84 Expenditure Operating expenditure 85 2025 Molyb Waste Transportand Management In progress 1,163 Expenditure Operating expenditure 1,193 2025 Subsidiary Sociedad de Procesamiento de Molibdeno Limitada 1,247 1,278 – Subtotal 305,757 397,911 348,467 [Total | 977,397 | 973,831 | 2,398,158 |
F-211
Corporación Nacional del Cobre de Chile
36. Subsequent Events
– On January 8, 2025, it was reported as a material fact that Codelco completed a bond issuance totaling US$ 1.5 billion. The operation included the placement of new bonds with maturities of 10 years and 30 years, with respective yields of 6.335% and 6.783%. Bank of America, Citi, JP Morgan, and Santander led this placement.
– On February 19, 2025, the Codelco board of directors unanimously approved the signing of a Memorandum of Understanding with Anglo American Sur S.A. (“AAS), titled “Memorandum of Understanding for the Development of a Joint Project to Increase Mining Production in the Mining District Comprised by División Andina of Codelco and Los Bronces of Anglo American Sur S.A.” The content of this agreement is described in the material facts communicated by the Corporation to the Financial Market Commission (CMF) on February 20, 2025, which Is publicly accessible information.
The Corporation is evaluating the accounting impacts that this agreement could have once its terms and conditions are finalized.
Management of the Corporation is not aware of other significant events of a financial nature or of any other nature that could affect these financial statements, occurring between January 1, 2025, and the date of issue of these consolidated financial statements as March 27, 2025.
Rubén Alvarado Vigar Alejandro Sanhueza Díaz
Chief Executive Officer Chief Financial Officer Juan Ogas Cabrera Cristóbal Parrao Cartagena Accounting Manager Accounting Director
F-212
CORPORACION NACIONAL DEL COBRE DE CHILE
Consolidated Financial Statements as of December 31, 2023.
F-213 a pwe
INDEPENDENT AUDITOR’S REPORT (A free translation from the original in Spanish)
Santiago, March 28, 2024
To the President and Directors of Corporación Nacional del Cobre de Chile
Opinion
We have audited the consolidated financial statements of Corporación Nacional del Cobre de Chile and its subsidiaries (the *Corporation), which comprise the consolidated statements of financial position as of December 31, 2023 and 2022, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for the years then ended, and the related notes to the consolidated financial statements.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2023 and 2022, and the results of its Operations and its cash flows for the years then ended in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board.
Basis for Opinion
We conducted our audits in accordance with Generally Accepted Auditing Standards in Chile. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Corporation and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Corporation’s ability to continue as a going concern for a foreseeable future.
PWC Clule, Ay. Andros Bello 2711 – puso 5, Las Condes – Santiago, Chndk RUT: BELria4oo-1 |) Teléfono: (56 2) 2940 EOD4M! www. puerco! a pwe
Santiago, March 28, 2024 Corporación Nacional del Cobre de Chile 2
Auditor’s Responsibility for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not guarantee that an audit conducted in accordance with Generally Accepted Auditing Standards in Chile will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.
In performing an audit in accordance with Generally Accepted Auditing Standards in Chile, we: o Exercise professional judgment and maintain professional skepticism throughout the audit.
o Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
o Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control. Accordingly, no such opinion is expressed.
o Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.
o Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Corporation’s ability to continue as a going concern for a reasonable period of time.
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and any internal control significant deficiency and material weakness that we identified during the audit.
DocuSigned by: han eh, .
Y 7 an AR PAOLA…
RUT: 14.709.125-7
Hiusaiciiugel ermfis
P-215 CODELCO – CHILE
Consolidated financial statements as of December 31, 2023 (A free translation from the original in Spanish)
F-216 INDEPENDENT AUDITOR’S REPORT oonococcnccconcnocccnnnccccncoccconcocconocannononnnnnocanccnconocanccno caro rn canon canon r aro r aan canonana F-214 CONSOLIDATED STATEMENTS OF FINANCIAL POSITION …cocnccccccocinoncccronononoccrronooooccoronoooocoroooonororrnnonnroconos F-219 CONSOLIDATED STATEMENTS OF INCOME ..occncccncccooncnnccccrcononororrcononoccrrnoo noc corno ono rr rro o nor rro rra rar F-221 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME..ooccccccccocconcccconcnoncccrrinonooccrrononoccrrooonoccrronooos F-222 CONSOLIDATED STATEMENTS OF CHANGES IN EQUlT V innonnnncnniccnninnonincocincocincccinccconcoconcoconcononconannonanconanonos F-223 CONSOLIDATED STATEMENTS OF CASH FLO WS nnanacccccononnncccccononocccorononocccroooonorcrronoono rr rrono nor rro nr rr rara F-225 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT S …ccooocccccorccnonccccrioooooccrooooonocrorononoccrranonnororanoonnnsos F-226 | – GENERAL INFORMA TlONb….coconncccccooconccccrcononocccronoo noc orrono ono rro or rro rr rr rr F-226
1. Corporate informati0N………..occoooocccnoncconooncncnonononoccnonocncncnnonocnnrnnncncnnrcnnnonnrrnonnornrrnnnncrnrcnnnnacnnnnos F-226
2. Basis of presentation of the consolidated financial statements …………oocoocooccoccoornnccnccnncnncconons F-227 ll. SIGNIFICANT ACCOUNTING POLICIES……oonnccccoccnnccccccconococoroooococconnonoccrroroooocrrranono or rr nano n nr rr raro nr rra F-228
1. Significant judgments and key estimates ……….oococcccccnononccnonoonnnccoccnoronccoocoornnccnoronrnoconcroncnnrononnos F-228
2. Significant accounting policies ………….ooocoocooccoccoonnornncconnnoconcconrnoconoronrnoronoronrnoronoronrnoccncroarnonconens F-232
3. New standards and interpretations adopted by the Corporation…………oocooccccoccccnnccncnoconcnoronnnos F-249
4. New accounting pronoUNCEMenTS ….coccoccncnccnccncncnncnccnccncnonocnorncnarnonnrnorncnornornonorncnnrnorcnarnccnrnnnono F-250
MN. EXPLANATORY NOTES …ooooocccccocioncccorcanonccrorono ooo r rro nor rr rro rr F-254
1. Cash and cash equivalentsS ……….ooocooccocnornocnocnoconcnonnonoccnonocnncnornornornnrnornornornornornorncrncnncnccrnnrnnrnos F-254
2. Trade and other receivables………….o.ooocooroocnornocnocnccoccnccccoconcnorooronrnornornornornornornorncrncncnocnrnornnrnos F-254
3. Balances and transactions with related parties……………ooomooroorooroornocoonoccnccccncnoccnccccocnoronrnronnnos F-256
4. INVENtOFri8S……oocooccoccocnocnonncnnonncnnccnccnccnccnccncnnrnnrnnrnnrnornornornorcnncnncnncnncnnrnnrnarnarnorncrnccnccnccccnccnccncnnso F-262
5, Income taxes and deferred taxes …..ocoocccccnocnoccnccnocnnccncconroncnnornnroncnnornorononooronrnoccnoronroccnnrnnronccones F-263
6. Current and non-current tax assets and liabilities……………….oooooomoommmmmmmmomororoccoccoccoccocoorcorornos F-266
7. Property, plant and equipmMent………ocooccoccocnccnocnccnocnococononocnncnocnornornornornoronrnornornorncnncccnccornnrnnrss F-267
8. LeasesS occoccococcococnoconnoccononcoccnroccnrnococnnroconrnonornnrcnnrnncnrnnrccnronrnrnnroccnrnccarnnroccnrnccnrnornccnrnccnrnanuccnnnnns F-270
9, Investments accounted for using the equity method…………..oocoocccccnoronccnccnoronccncconconccoccnaronccnnos F-271
10. Subsidiaries……..ocooccooccooccnoncnononononocononnnccnocnnoronoronoroncrnncrnncrnoronorono roo rnncrnnrnaronaronoronornncrnnccnaconarons F-277
11. Current and non-current financial assetsS ………..oocoocccccnonnonnnccnornnncnoconcnoconoronrnoccnoronrnoccnoronrnnccnonns F-278
12. Other financial liabilities ……………..oooocoocrocononcnoncnnnccnonccoconoronoconcconccnaconoronoronoronoronccnnccnaconaroneronos F-279
13. Fair Value of financial assets and liabilities …………….oooooocooccoonooccocconnnononcconcnococconrnorosccoccnrononnos F-288
14. Market value hierarchy for items at market value ………….oooooocoocooccoccnoroncconconconccoornoronccnoronrononnss F-289
15. Trade and other accounts payable ……………oocoocoocnccnocnccnccnccnccncnnccornoronrnnrnoroornoronrocrncoccrcronrnnoss F-290
16. Other provisiONS ……..oocooccoccocnocoocnncnoconcnoroncnoroornoroornorncnornornornnrnnrnnrnornornornnrnornoroorncrcnrcrcrnrnnrnos F-291
17. Employee benefits ……….oooocooccoccoocnocnncconcnnconcconcnoronoconrnoronoronrnnroncrnornnrnnnrooronrncronrnarocrccrnaronccoons F-292
18. EQUitV…ooococcocnonocnocncnncnonocnocnonornorornorno nono rnr coro nnrno rar ne reno rnornrne roo nnrnorrnernonsrnornrnornonarnorncnarncnnrnnnoss F-295
19. AAA F-298
20. Expenses by Nature……cooccoccocnocnncnonnocnoconcnornoroornornononcnornorno rro ron rnnrnnrnnrnornornnrnoronrncncnrnrnrnrnnrnns F-298
21. Asset impairMent…….oococcccncnncnccncnncnocncnornonornonnrnoroonornornrnornorornoronernonsrnoronernorornorncnarnonsrnorocnrnonnss F-298
22. Other income and expensesS…..cocccocccccnccnccocnoconcnnrnncnornncnoronrnonoccncnornnrnornnrnornnrnornnrnorocnncncnrnoronennss F-299
23. FINANCE COStS…ooocooccccnocnonncnnonncnnccnccnccnccnccncnncnnrnnrnnrnnrnornornornoncnncnncnnronrnnrnnrnarnarnornccnccnccnccnccnccncnnns F-301
24. Operating SegmentsS……cooccccnccccncnocnonncnncnonornorocnnrnonornornonornorornoronnrnorornornonnrnornrnorncnsrnorrnarucnncnonass F-301
25. Exchange difference……..oocoocccccnoronccnncnoroncconcnoronoconrnoronoronrnornnornnrnornnoronrnonnnoronrnncroornnronccnaronrnnonnnss F-309
26. Statement Of cash fÍlOWS…………oooococococococococnonocacacacacococonnanonacacacacororcnanananacacacarorcnanacacacacacacanonos F-309
27. Risk MAnageMent …..ooccccnccnccncnnccnonononcnornornoronrnornorno roo ron nono nornornn ron rnnrnn roo roo rnornornorncrnnnncnrnrnaronen F-309
28. Derivatives CONtractS. …….oooococococncncncnococacororornononononocororor ono nonononornrororrnonononocorororrnrnonononocacrarnons F-314
CONTENT
CONSOLIDATED FINANCIAL STATEMENTS (A free translation from the original in Spanish)
F-217
29.
30.
31.
32.
33.
34.
Contingencies and restrictiONS………..oocoocoornoroornonnonnccncccnncnocnornoronrnornoroornornnrnornorocrncccnrcronronens GUAFrQanteesS ..oocococcccococcnnonoconconoconconoconroroconroroconroroconroroconrorocnnrorononrorocnnroroccnroroccnrroccnrrcccnranoconess F-321 Balance in foreign CUFrrenNCy……oocoocncccnccnonnoccncconnnoconoconrnononoronrnoronoronrnoronoronrnnronoroornnrnnoronronroncnnnss F-323 SANCtiONS …cooccoccocnonnonnonncnncnncnnccncnncnncnncnncnnrnnrnnrnornernornornorcnncnncnncnnrnnrnnrnnrnarnornorncnnccnccnccnccnccncnnans F-325 The environment …..ococcccnnccncnnconcnnrnnnnornornornornorno roo rnorcnnoror nor no rnnrnornnrnnrnnrnornoroornnrcrocnccrcrnnrnnons F-325 Subsequent eventS…..coococccocoocnocnocnncnncnoconcnornoroorooncrncnnrnornornornnrnn roo rnnrnornorno ro rnorncncnrnrnrnarnnrnns F-328
F-218 CORPORACIÓN NACIONAL DEL COBRE DE CHILE
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As of December 31, 2023 and 2022 (In thousands of US dollars – TRUS$) (A free translation from the original in Spanish)
Note 12-31-2023 12-31-2022 N2 Assets Current assets Cash and cash equivalents 1 1,342,043 1,026,727 Other current financial assets 11 12 1,451 Other current non-financial assets 48,580 36,989 Trade and other current receivables 2 3,405,668 3,386,785 Accounts receivable from related entities 3 34,657 31,756 Current inventories 4 2,455,701 2,300,909 Current tax assets 6 2,620 10,226 Total current assets 7,289,281 6,794,843 Non-current assets Other non-current financial assets 11 107,436 105,518 Other non-current non-financial assets 13,488 13,615 Non-current accounts receivable 2 71,272 88,906 Accounts receivable from related parties. 3 224 224 Non-current inventories 4 494,747 603,446 Investments accounted for using equity method 9 2,866,698 3,527,323 Intangible assets other than goodwl 39,660 42,687 Property, plant and equipment 7 34,622,571 32,309,530 Investment property 981 981 Right-of-use assets 8 390,756 405,843 Non-current tax assets 6 875,604 748,611 Deferred tax assets 5 103,530 95,705 Total non-current assets 39,586,967 – 37,942,389 Total assets 46,876,248 44,737,232
The accompanying notes are an Integral part of these consolidated financial statements.
F-219 CORPORACIÓN NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As of December 31, 2023 and 2022 (In thousands of US dollars – TRUS$) (A free translation from the original in Spanish)
Note 12-31-2023 12-31-2022 po Equity and liabilities Liabilities Current liabilitics Other imancial habiles 12 152121 170,437 Lease llabilities B 193 729 125 190 Trade and other payables 15 1,769,892 1,779,538 Accounis payabile Ao ralated entities 5 172 434 179,843 Oiher shonen proyisions 16 894 480 761,865 Surrent tas Nabilitles current E 14414 ¿5 09 Surent provistons for emploves benefits 17 390,740 5d 80 Other non-inancial ltabilifies 41.163 44 384 Total current liabilities 4,383,983 9,920,485 Non-current liabilitica Other financial habiles 12 19,549 117 16,589,125 Lease liabililies B 255 144 286 E79 Non-current payables 954 1.062 Other long-term provisions E d 343) 04d ¿ba 725 Deterred fax llabilies 3 8,241 800 8 461,928 Non-curent provisions for employee beneñts 17 11053430 1099 114 Oíher non-hnancial llabiltes 2.28 2,545 Total non-current liabilitiea 31 445,616 29,162,182 Total liabilities 35,029,399 33,002,567 Equity Share capital 5519423 5,519 423 Accumulated losses (909 1651 (938.387) Other reserves Ba 5,039 925 5,659 426 Equity attributable to owners of parent 10,345,595 10,740 482 Non-contrallina interests 18 b 03, 95 9144 085 Total equity 11,046,549 11,654,565 Total liabilities and equity 46,876,248 137,232
The accompanying notes are an integral part of these consolidated financial statements.
F-220 CORPORACIÓN NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF INCOME For the years ended December 31, 2023 and 2022 (In thousands of US dollars – TRUS$) (A free translation from the original in Spanish)
Note 1-1-2023 1-1-2022 NO 12-31-2023 – 12-31-2022
Revenue 19 16,393,229 17,018,409 Cost of sales (13,273,343) (12,284,652) Gross margin 3,119,886 4,733,757 Other income 22.a 93,039 64,731 Distribution costs (25,497) (17,151) Administrative expenses (544,162) (502,313) Other expenses by function 22.b (2,062,806) (2,103,316) Other gains 43,046 29,782 Gains from operating activities 623,506 2,205,490 Finance income 99,051 47,245 Finance costs 23 (778,910) (569,060) Impairment and reversal of impairment losses determined in accordance with IFRS 9 2,279 (2,648) Share of net profit of associates and joint ventures accounted for using the equity method 9 (658,118) 51,991 Exchange losses 25 (44,963) (237,777) [Income for the period before tax (757,155) 1,495,241 Income tax expense 5 165,916 (1,133,670) Profit (Loss) From Continuing Operations (591,239) 361,571 Net income for the period (591,239) 361,571 Profit (Loss) attributable to:
Owners of the parent (374,974) 345,589
Non-controlling interests 18.b (216,265) 15,982 [Net income for the period (591,239) 361,571
The accompanying notes are an Integral part of these consolidated financial statements.
F-221 CORPORACIÓN NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the years ended December 31, 2023 and 2022 (In thousands of US dollars – TRUS$) (A free translation from the original in Spanish)
Note 1-1-2023 1-1-2022 NO 12-31-2023 12-31-2022 Profit (591,239) 361,571 Comprehensive income Components of comprehensive income that will not be reclassified to profit or loss for the period, before taxes Comprehensive (loss) income, before income taxes, gains from remeasurement of 17 (38,442) (8,870) defined benefit plans Share of comprehensive income of associates and joint ventures accounted for using
. (2,794) (5,268) the equity method that will not be reclassified to profit or loss for the period, before taxes Total other comprehensive income that will not be reclassified to profit or loss (41,236) (14,138) for the period, before taxes Components of comprehensive income that will be reclassified to profit or loss for the period, before taxes Exchange differences on translation (Losses) on foreign exchange translation differences, before income taxes (1,752) (809) Cash Flow Hedges Gains (Losses) On Cash Flow Hedges BeforeT ax (14,074) 100,244 Comprehensive Income That Will Be Reclassified To Profit Or Loss Before Tax (15,826) 99,435 Comprehensive income before taxes, foreign exchange translation differences (57,062) 85,297 Income tax related to components comprehensive income Income taxes related to remeasurements of defined benefit comprehensive income 5 28,128 5,978 plans Income taxes related to components of comprehensive income that will not be 28.128 5 978 reclassified to profit or loss for the period Income taxes related to components of comprehensive income that will be reclassified to profit or loss for the period Income taxes related to comprehensive income cash flow hedges 5 9,148 (65,159) Income taxes related to components of comprehensive income that will be 9,148 (65,159) reclassified to profit or loss for the period Comprehensive income (19,786) 26,116 Total comprehensive income (611,025) 387,687 Comprehensive income, attributable to Comprehensive income attributable to owners of parent (393,896) 373,294 Comprehensive income attributable to non-controlling interests (217,129) 14,393 [Total comprehensive income (611,025) 387,687
The accompanying notes are an Integral part of these consolidated financial statements.
F-222 CORPORACIÓN NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2023 and 2022 (In thousands of US dollars – TRUS$) (A free translation from the original in Spanish)
Reserve on Reserve of Equity attributable l exchange Reserves of cash | remeasurement Total Retained Non-controlling
12-31-2023 Share capital Other reserves to owners of Total equity differences on flow hedges | ofdefined benefit other reserves | earnings (losses) arent interests translation plans P Note 18 Note 18 Opening balance at 01-01-2023 5,619,423 (7,030) 3,831 (262,465) 5,925,090 5,659,426 (538,367) 10,740,482 914,083 11,654,565 Changes in equity Loss (374,974) (374,974) (216,265) (591,239) Comprehensive income (1,752) (4,926) (10,314) (1,930) (18,922) (18,922) (864) (19,786) Profit (loss) (1,752) (4,926) (10,314) (1,930) (18,922) (393,896) (217,129) (611,025) Increase through transfers and other changes, equity – – – (581) (581) 3,690 3,109 3,109 Increase (decrease) in equity – (1,752) (4,926) (10,314) (2,511) (19,503) (371,284) (390,787) (217,129) (607,916) Closing balance at 12-31-2023 5,619,423 (8,782) (1,095) (272,779) 5,922,579 5,639,923 (909,651) 10,349,695 696,954 11,046,649
The accompanying notes are an Integral part of these consolidated financial statements.
F-223
CORPORACIÓN NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2023 and 2022 (In thousands of US dollars – TRUS$) (A free translation from the original in Spanish)
Mispaes 117 Hips e Caña siria | A O A Pu ¡oir E a A, !
731-207 a sel] parco A E AS dal o eat Tetis rea rare, pp
Opes3ing balsace st 01-41-2027
Carga icqaly ¡Can
Capita cra
Prell trar rar
Mi eo al
ET ¡Cioaing balance 61 13-34-2077
The accompanying notes are an integral part of these consolidated financial statements.
F-224
Corporación Nacional del Cobre de Chile
CORPORACIÓN NACIONAL DEL COBRE DE CHILE CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2023 and 2022 (In thousands of US dollars – TRUS$) (A free translation from the original in Spanish)
Noti ¡usd 1-1.2022 my” (bra NR EA
Cash Move hromn quer ln] eperatine activation ins ol robado ptr on ba cba Ructich Pam ses 01 good 0d dende Ol seas MIT 11,582.50 Cardo ciab Mac pa brota aparaina ack ñ ¿RS 25000 Parents Ssuppinn ls pone a? heroes (4104 440) – (10,854, 163) Pappo do 1d A CENA OA MAGA 1 AR Tr Gh penmiias bom coreo oi Hí 1d E CAI A Palena cet srl A lidere das fuel, 1004 DM FATATA) Poni 8 Pira a GUA NO de MENA dE 0R0 Saab hows trom (isso (nd imvveatina actuitiae Ce Lasli estres do ecquét ets or det daniel ines ptes Sul (2571 Pira dl pot pla rea MAT 19, Md 07 lneresé Ani 14145 FIA Cif cra jblis [1,261 Je 0d: AAA TEE Cash Move Nom usrd ini aanció o Metiv ito
Miri rn rn iras det ly ¿A OCO atnriesby lav rim aso 430 000 Tide prats Foth ton herit inas antl toni 3130006 Lin mid Ecol air rt ¡50101 (3 cdi | nase anbid Sy uri nto 14 482] (141 Papi Cielentte yan] prod: AT Imiara=a pura Ab PO mE 45 Clier Cirilo e AA EE lA Perl cam Payo TEA a 2.350,21 ESPAI Mol neos (dosconsd] ns ac pa equivajenss befape tre offezt ol exchange 1312903 ETA.
ici Ol Elciingo Io Chana OA CAR AE FUER Está ol aschonge rále Chanpes ot Gal and ines pierdo MEN ED 80 het inaroaas Jin caso sad es05 aquivalente M6 AL Cant ate cash enurestenis al bapneng ver co | SÓ 1 Caab and casb equivalonta at end ol period. 1 1M304a – 107467
The accompanying notes are an integral part of these consolidated financial statements.
F-225 Corporación Nacional del Cobre de Chile
CORPORACIÓN NACIONAL DEL COBRE DE CHILE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 AND DECEMBER 31, 2022 (Monetary values in thousands of United States dollars, unless another currency or unit is indicated)
Il GENERAL INFORMATION
1. Corporate information
Corporación Nacional del Cobre de Chile (hereinafter referred to as Codelco or the Corporation), is, in Management’s opinion, the largest copper producer in the world.
Codelco’s most important product is refined copper, primarily in the form of cathodes. The Corporation also produces copper concentrates, blister and anode copper and by-products such as molybdenum, anode slime and sulfuric acid.
The Corporation trades lts products based on a policy aimed to sell refined copper to manufacturers or producers of semi-manufactured products.
These products contribute to diverse fields of community development, particularly those intended to improve areas such as public health, energy efficiency, and sustainable development, among others.
The Corporation Is registered under Securities Registry No. 785 of the Chilean Commission for the Financial Market (the CMF) and is subject to its supervision. According to Article No.
10 of Law No. 20392 (related to the new Corporate Governance of Codelco), such supervision shall be on the same terms as publicly traded companies, notwithstanding the provisions in Decree Law (D.L.) No.1349 of 1976, which created the Comisión Chilena del Cobre (Chilean Copper Commission).
Codelco’s head office is in Santiago, Chile, at 1270 Huérfanos Street, telephone number (56-
2) 26903000.
Codelco was Incorporated through D.L. No. 1350 of 1976, which Is the statutory decree applicable to the Corporation. In accordance with the statutory decree, Codelco Is a government-owned mining, industrial and commercial company, which Is a separate legal entity with Its own equity. Codelco Chile currently carries out its mining business through its Chuquicamata, Radomiro Tomic, Ministro Hales, Gabriela Mistral, Salvador, Andina, El Teniente and Ventanas divisions.
The Corporation also carries out similar activities in other mining deposits in association with third parties.
In accordance with letter e) of Article 10 of Law No. 20392, Codelco is governed by its organic standards set forth in Decree Law No. 1350 (D.L. No. 1350) and that of its by-laws, and in matters not covered by them and, insofar as they are compatible and do not contradict the
F-226 Corporación Nacional del Cobre de Chile provisions of such standards, by the rules that govern publicly traded companies and the common laws as applicable to them.
In accordance with D.L. No. 1350 Section IV related to the Company’s Exchange and Budget Regulations. Codelco’s financial activities are conducted following an annual budgeting program that is composed of an Operations Budget, an Investment Budget, and a Debt Amortization Budget.
The income obtained by Codelco in each period is subject to the tax regime established in Article 26 of D.L. N*1,350, which refers to Decree Laws N* 824, on Income Tax, of 1974, and N*2,398 (Article 2), of 1978, which are applicable to Codelco. It is also subject to the terms of Law No. 20,026 of 2005 on Specific Tax on Mining, which was in force until December 31,
2023. As of January 1, 2024, the Corporation will begin to apply Law No. 21,591 on mining royalties.
According to Law No. 13196, the return on foreign currency of the Corporation’s foreign sales (real income), of its copper production, including its by-products, is taxed at 10% and method of payment and the duration of this obligation for Codelco, which are detailed in Note 111.22 letter c) of this report.
The subsidiaries whose financial statements are included in these consolidated financial statements correspond to companies located in Chile and abroad, which are detailed in Note
1.2.0.
The associates, all located in Chile, are detailed in the explanatory note in section 111.9.
2. Basis of presentation of the consolidated financial statements
The consolidated statements of financial position as of December 31, 2023 and 2022, the consolidated statements of income, statements of comprehensive income, statements of changes in equity and cash flows for the years ended December 31, 2023 and 2022 have been prepared in accordance with International Accounting Standard No. 1 (IAS 1) “Presentation of Financial Statements, Incorporated in the International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (hereinafter “JASB.
These consolidated financial statements include all information and disclosures required in annual financial statements.
The consolidated financial statements (unaudited) of the Corporation are presented in thousands of United States dollar (*U.S. dollar).
F-227 Corporación Nacional del Cobre de Chile
Responsibility for information and estimates made
The Board of Directors of the Corporation has been informed of the information included in these consolidated financial statements (unaudited) and expressly declared lts responsibility for the consistent and reliable nature of the information included as of December 31, 2023, which financial statements fully comply with IFRS. These consolidated financial statements as of December 31, 2023 were approved by the Board of Directors at a meeting held on March
28, 2024.
Accounting policies
These consolidated financial statements reflect the financial position of Codelco and affiliates as Of December 31, 2023 and 2022, as well as the results of their operations, changes in equity and cash flows for the years ended December 31, 2023 and 2022, and their related notes, all prepared and presented in accordance with |AS 1 “Presentation of Financial Statements, considering the respective presentation regulations of the Financial Market Commission (CMF?.
ll… SIGNIFICANT ACCOUNTING POLICIES
1. Significant judgments and key estimates
In preparing these consolidated financial statements, the use of certain critical accounting estimates and assumptions that affect the amounts of assets and liabilities recognized as of the date of the financial statements and the amounts of revenue and expenses recognized during the reporting period is required. Such preparation also requires the Corporation’s Management to exercise its judgment in the process of applying the Corporation’s accounting policies. The areas involving a greater degree of judgment or complexity or areas in which the assumptions and estimates are significant for the consolidated financial statements are described as follows:
a) Useful economic lives and residual values of property, plant and equipment: the useful lives and residual values of property, plant and equipment that are used for calculating depreciation are determined based on technical studies prepared by Internal specialists. The technical studies consider specific factors related to the use of assets.
Where there are indications that the useful lives of these assets or their residual values may have changed from previous estimates, this should be done using technical estimates to determine the impact of any changes.
b) Ore reserves: the measurements of ore reserves are based on estimates of the ore resources that are legally and economically exploitable and reflect the technical and environmental considerations of the Corporation regarding the amount of resources that could be exploited and sold at prices exceeding the total cost associated with the extraction and processing.
F-228 Corporación Nacional del Cobre de Chile
The Corporation applies judgment in determining the ore reserves, and as such, possible changes in these estimates might significantly impact the estimates of net revenues over time. In addition, these changes might lead to modifications in usage estimates, which might have an effect on depreciation and amortization expense, calculation of stripping cost adjustments, determination of impairment losses, expected future disbursements related to decommissioning and restoration obligations, long term defined benefits plans’ accounting and the accounting for financial derivative Instruments.
The Corporation estimates Its reserves and mineral resources based on the information certified by the Competent Persons internal and external of the Corporation, who are defined and regulated according to Law No. 20235. These estimates correspond to the application of the Certification Code of Ore Reserves, Resources and Exploration, issued by the Mining Committee which was instituted through the law.
Notwithstanding the foregoing, the Corporation periodically reviews lts estimation models, supported by experts who, in some divisions, also certify the reserves determined from these models.
c) Impairment of non-financial assets: the Corporation reviews the carrying amount of Its non-financial assets to determine whether there is any indication that the carrying amount may not be recoverable. If any such indicator exists, the recoverable amount of the assets Is estimated to determine the extent of the impairment loss. In testing Iimpairment, the assets are grouped into cash generating units (“CGUs) to which the assets belong, if applicable. The recoverable amount of these CGUs is calculated as the present value of the expected future cash flows from such assets, considering a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of the assets Is lower than their carrying amount, an Impairment loss is recognized.
The Corporation defines the CGUs and also estimates the timing and cash flows that such CGUs will generate. Subsequent changes in the grouping of the CGU, or changes in the assumptions supporting the estimates of cash flows or the discount rate, may Impact the carrying amounts of the corresponding assets.
Estimates of assumptions influencing the calculation of cash flows, such as the price of copper or treatment charges and refining charges, among others, are determined based on studies conducted by the Corporation using uniform criteria over different periods. Any change in these criteria may have an impact on the recoverable amount of the assets being tested for impalrment.
The Corporation has assessed and defined that the CGUSs are constituted at the level of each of its current operating divisions, with the exception of the Ventanas Division Smelter and Refinery operations, which are analyzed separately.
F-229 Corporación Nacional del Cobre de Chile
In assessing impairment in subsidiaries and associates, the Corporation uses the higher of value in use or fair value less costs to determine the recoverable amount. This recoverable amount may consider elements such as Life of Mine (LOM), reserves andor mining resources, among others, for mining operation evaluations. In addition, the evaluation may incorporate market variables such as for example, the price of copper and other commodities, cost of production inputs, exchange rates, discount rates and other market information for long-term asset valuation.
d) Provisions for decommissioning and site restoration costs: when a disruption is caused by the ongoing development or production of a mining property, an obligation to Iincur decommissioning and restoration costs arises. Costs are estimated based on a formal closure plan and are reassessed as of each reporting period or as of the date such obligations become known. The initial estimate of decommissioning and site restoration costs is recognized as property, plant, and equipment in accordance with IAS 16, and simultaneously a liability in accordance with IAS 37, is recorded.
For these purposes, a defined list of mine sites, facilities and other equipment are studied under this process, considering the engineering level profile, the cubic meters of assets that will be subject to removal and restoration, weighted by a structure of market prices of goods and services, reflecting the best current knowledge related to carrying out such activities, as well as techniques and more efficient construction procedures to date. In the process of valuation of these activities, the assumptions of the exchange rate for tradable goods and services are made, as well as a discount rate, which considers the time value of money and the risks associated with the liabilities, which is determined based, where applicable, on the currency in which disbursements are expected to be made.
The liability amounts recognized at the end of each reporting date represent management’s best estimate of the present value of the future decommissioning and site restoration costs. Changes in the estimate of the liability because of changes in the estimated future costs or in the discount rate are added to or deducted from the respective asset cost. The amount deducted from the cost of the asset shall not exceed it carrying amount. If a decrease in the liability exceeds the carrying amount of the asset, the excess Is recognized immediately in profit or loss.
If the adjustment results in an addition to the cost of the asset, Codelco considers whether this Is an indicator that the new carrying amount of the asset may not be fully recoverable.
lf such an indicator exists, Codelco tests the asset for impairment by estimating Its recoverable amount, and accounts for any impairment loss in accordance with IAS 36.
Costs arising from the installation of a plant or other site preparation work, discounted to their net present value, are provided for and capitalized at the beginning of each project as soon as the obligation to incur such costs arises. These decommissioning costs are charged to net income over the life of the mine, through depreciation of the corresponding asset. Depreciation expense Is included in cost of sales, while the discount in the provision Is included in finance costs.
F-230
Corporación Nacional del Cobre de Chile
e)
g)
h)
))
Provisions for employee benefits: Provisions for employee benefits related to severance payments and health benefits for services rendered by the employees are determined based on actuarial calculations using the projected unit credit method and are recognized in other comprehensive income or s (depending on the accounting standards applicable) on an accrual basis
The Corporation uses assumptions to determine the best estimate of future obligations related to these benefits. Such estimates, as well as assumptions, are determined by management using the assistance of external actuaries. These assumptions include demographic assumptions, discount rate and expected salary increases and rotation levels, among other factors.
Accruals for open invoices: the Corporation uses information on future copper prices, through which It recognizes adjustments to Its revenues and trade receivables, due to the conditions in provisional pricing arrangements. These adjustments are updated monthly, See Notes 2 q) Revenue from contracts with customers of Note 2 Significant accounting policies below.
Fair value of derivatives and other financial instruments: management may use its judgment to choose an adequate and proper valuation method for financial instruments that are not quoted in an active market. In the case of derivative financial instruments, assumptions are based on observable market inputs, adjusted depending on factors specific to the Instruments among others.
Lawsuits and contingencies: The Corporation assesses the probability of lawsuits and contingency losses on an ongoing basis according to estimates performed by its legal advisors. For cases in which management and the Corporation’s legal advisors believe that a loss Is not probable of occurring or where probable, may not be estimated reliably, no provisions are recognized. When It is considered more likely than not that a loss Is probable and it may be reliably estimated, a provision Is recognized.
Application of IFRS 16: includes the following:
– Estimation of the lease term
– Determine If it is reasonably certain that an extension or termination option will be exercised,
– Determination of the appropriate rate to discount lease payments
Revenue recognition: the Corporation determines appropriate revenue recognition for its contracts with customers by analyzing the type, terms and conditions of each contract or agreement with a customer.
As part of the analysis, the management must make judgments about whether an agreement or contract is legally enforceable, and whether the agreement includes separate performance obligations. In addition, estimates are required to allocate the total price of the transaction to each performance obligation based on the stand-alone selling price of the promised goods or services underlying each performance obligation. (The
F-231
Corporación Nacional del Cobre de Chile
Corporation applies the constraint on variable consideration as defined in IFRS 15, If applicable).
k) Stripping costs – Costs incurred in removing mine waste materials (overburden) in open pits that are in production, that provide access to mineral deposits, are recognized in property, plant, and equipment, when the following criteria set out in IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine are met:
– It is probable that the future economic benefits associated with the stripping activity wil| flow to the entity.
– It is possible to identify the components of an ore body for which access has been improved because of the stripping activity, and
– The costs relating to that stripping activity can be measured reliably.
The stripping costs are amortized based on the production units of production extracted from the ore body related to the specific stripping activity which generated this amount.
Although the abovementioned estimates have been made based on the best information avallable as of the date of issuance of these consolidated financial statements (unaudited), it Is possible that new developments could lead the Corporation to modify these estimates in the future. Such modifications, If any, would be adjusted prospectively, recognizing the effects of the change in estimate in future consolidated financial statements, as required by IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors.
2. Significant accounting policies
a. Period covered: The accompanying consolidated financial statements of Corporación Nacional del Cobre de Chile include the following statements:
– – Consolidated Statement of Financial Position as of December 31, 2023 and 2022.
– – Consolidated Statement of Income for the years ended December 31, 2023 and 2022.
– – Consolidated Statements of Comprehensive Income for the years ended December 31, 2023 and 2022.
– – Consolidated Statements of Changes in Equity for the years ended December 31, 2023 and 2022.
– -Consolidated Statements of Cash Flows for the years ended December 31, 2023 and
2022.
b. Basis of preparation – These consolidated financial statements of the Corporation as of December 31, 2023 have been prepared in accordance with the instructions of the Commission for the Financial Market which fully comply with International Financial Reporting Standards (IFRS) issued by the IASB.
The consolidated statements of financial position as of December 31, 2022, and the statements of income and the statements of equity and cash flows for the year ended
F-232
Corporación Nacional del Cobre de Chile
December 31, 2022, which are included for comparative purposes, have been prepared in accordance with IFRS as issued by the lASB, on a basis consistent with the basis used for the same period ended December 31, 2023, except for the adoption of new IFRS standards and interpretations adopted by the Corporation as of December 31, 2023, which are disclosed in number 3 “New standards and interpretations adopted by the Corporation in section |! of this report.
These consolidated financial statements have been prepared from accounting records held by the Company.
Cc. Functional currency – The functional currency of Codelco Is the U.S. dollar, which Is the currency of the primary economic environment in which the Corporation operates and the currency in which it recelves its revenues.
The functional currency of subsidiaries, associates, and joint ventures is the currency of the primary economic environment in which those entities operate and the currency in which they receive their revenues. For those subsidiaries and associates that are an extension of the operations of Codelco (entities that are not self-sustalining and whose main transactions are with Codelco); the functional currency is also the U.S. dollar.
The presentation currency of Codelco’s consolidated financial statements is the U.S. dollar.
d. Basis of consolidation – The financial statements comprise the consolidated statements of the Corporation and its affiliates.
Affillates are fully consolidated from the date of acquisition, being the date on which the Corporation obtains control, and continue to be consolidated until the date such control ceases. Specifically, income and expenses of an affiliate acquired or disposed of during the year are included in the consolidated statement from the date the Corporation gains control until the date when the Corporation ceases to control the subsidiary.
The financial statements of the affiliates are prepared for the same reporting period as the Corporation, using consistent accounting policies.
All assets, liabilities, equity, income, expenses, and cash flows related to transactions between consolidated companies are fully eliminated on consolidation. The value of the non-controlling interest of shareholders in equity and in the results of affiliates ¡is presented, respectively, as “Non-controlling interests” in the consolidated statement of financial position and “Income (loss) attributable to non-controlling Interests and “Comprehensive income (loss) attributable to non-controlling interests in the consolidated statements of income.
F-233 Corporación Nacional del Cobre de Chile
The following companies have been consolidated:
E | 12-11-2203 .
Tuepayar 1D a CORA Pl caray de ando. Ei. 8 Direel | ledirgel | Told Tak a Cha Copo Lera Lear AE 0 00 (50 11,0 Foie Coñca de Eririd pará Ena pre, (03 161.00 0 Bo | E Comes roof E As JeG 100 0 06 10000 ‘ O BL CRT y LURO 100 M0 bú 160 00 Us Laca Peleas inc: UBA USO 105 EA [00 5 ora Ctoos Sarcona 1 Aa E Le Má 1521-05) paria am Ada Eds Carpe | aras CP RUE 56 00 1100-00 10000 ar Cadete hacer * a] 150 Ln 0 Had Las 150 60 Por Gogsics L:5A lr ¡pe sl wma 16 de 106 00 oa Lo Card Lili us 150 00 042] 160 00 00 Por [Corrs ¡Fabes ara ria de 1000 16010 10609 “om Expira Miera dediras Edo EA Labor usó afan 050 100.00 Perea otero Perosccas LArneta Eri HL dy 15 a ó li] 73 560 705 ¡iras pa lr | E ps us Ei Yan iba ga ll 10 Ae 4 FEA sccucos arar e Pera [is Ca a E DÁ e plo af 1004 Chica La Loaeza riada ¡iva 1 15000 n= rg 10 10 pr A E “Js EL ’90 00 Ha Do ¡007 5H pmp prats lederas E A Hi 1180 Ea ba 00-00 1600-00 o O [Caro Tar Ep li LEC El Hs] 1009-00 00-00 e A A Man USD ESA Hd 1d DÁ 160 66 9 EFEGÓS Cra a barco S 4 Tes QP ñÓ 00 da PRA 100 DE fa ¿2 Sérira ds Erqidciddida Mdcos do Fay Lia a LP Mu 100 06 100.00 E A eo JbG HD M0 100 ‘ 106065 [erornocsss mm Lope EN ¿Ml US 05% do te Hg pú ron DO | 132 | Soc de Procomrrarín de Mot dera LLL “Irala uno E 00 90-06 00-19 Eli [rre Ara A É LL 100 00 HO 00 100 00 A E ap Use ES 67M Ex A a E ” Mall ed] A 5 O 6 0 194167 [Caro de Eta Megas Sr 1 rs CLP aa) ri 1000 Mi A Lemirid Estopa Ls ira SpA “Moa USD 15.00 100 06 100 Da feos O | ¿a qe Mu 1 STA [haga Be de Lodrico Lia ¡dnd as 160 50 100 50 100 6 TEMOR [Lar o ras Pa Porra Le (LP e MU 5 TALA mota + rra 0 a preos Llda ¿leño LE ap E: nu Ed A a a Tias CLP 2D 24 0 edo MT OA Lite de immer a Ep ¿FA UED IMA M0 b0 1050 E A. E a E 100 00 | ga] A E A Alla 15D 10406 | 10-00
For the purposes of these consolidated financial statements, affiliates, associates, acquisitions and disposals are defined as follows:
Affiliates: An affiliate is an entity over which the Corporation has control. Control is exercised if, and only if, the following elements are present: (1) power to govern the operating and financial policies to obtain benefits from their activities; (11) exposure or rights to the variable returns of these companies; and (111) ability to use the power to influence the amount of returns.
The Corporation reassesses whether it controls an affiliate if facts and circumstances indicate that there are changes to one or more of the elements of control listed above.
The consolidated financial statements include all assets, liabilities, revenues, expenses, and cash flows of Codelco and its affiliates, after eliminating all inter- company balances and transactions.
F-234 Corporación Nacional del Cobre de Chile
Associates: An associate Is an entity over which Codelco has significant Influence.
Significant influence Is the power to participate in the financial and operating policy decisions of the associate but is not control or joint control over those policies.
Codelco’s interest ownership in associates is recognized in the consolidated financial statements under the equity method. Under this method, the initial investment is recognized at cost and adjusted thereafter to recognize changes in Codelco’s share of the comprehensive income of the associate, less any impalrment losses or other changes to the investment in net assets of the associate.
The Corporation adjusts the proportional gains or losses obtained by the associate after acquisition to take into account the effects that may exist in the depreciation of the fair value of the assets considered at the date of acquisition.
Acquisitions and disposals: The result of businesses acquired are Incorporated in the consolidated financial statements from the date when control is obtained; the results of businesses sold during the period are included in the consolidated financial statements up to the effective date of disposal. Gains or losses on disposal Is the difference between the sale proceeds (net of expenses) and the carrying amount of the net assets attributable to the ownership Interest that has been sold (and, where applicable, the associated cumulative translation adjustment).
If control Is lost over a subsidiary, the retained ownership interest in the Investment wil| be recognized at its fair value.
At the acquisition date of an Investment in a subsidiary, associate or joint venture, any excess of the cost of the Investment (consideration transferred) plus the amount of the non-controlling Interest in the acquiree plus the fair value of any previously held equity interest in the acquiree, where applicable, over Codelco’s share of the net fair value of the identifiable assets and acquired liabilities is recognized as goodwill. Any excess of Codelcos share of the net fair value of the identifiable assets and acquired liabilities over the consideration transferred, after reassessment, Is recognized immediately in profit or loss in the period in which the investment Is acquired.
e. Foreign currency transactions and reporting currency conversion – Transactions in currencies other than the Corporation’s functional currency are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, foreign currency transactions denominated in foreign currencies are converted at the rates prevailing at that date. Gains and losses due to the effect of foreign currency transactions are included in the consolidated statement of income for the period within “Exchange gains (losses) in foreign currencies.
At the end of the reporting period, monetary assets and liabilities denominated in Unidades de Fomento (“UF”) have been denominated in US$, considering the exchange rates in effect at the end of each period (12-31-2023: US$ 41.94; 12-31-2022: US$ 41.02)
F-235 Corporación Nacional del Cobre de Chile
Expenses and income in local currency have been expressed in dollars at the observed exchange rate, corresponding to the date of the accounting record of each transaction.
The translation of the financial statements of affiliates associates and jointly controlled entities, whose functional currency is different from Codelco’s presentation currency, is performed as follows for consolidation purposes:
– Assets and liabilities are converted using the prevailing exchange rate on the reporting date.
– Income and expenses for each statement of income are translated at average exchange rates for the period.
– All resulting exchange differences are recognized in comprehensive income and accumulated in equity under the heading Reserve on exchange differences on translation.
The exchange rates used in each reporting period were as follows: ¡Relationship Closing exchange rates
12-31-2023 12-31-2022 | USD CLP 000114 007 | 150 GBP IAB | ¿ERA 15D BR! 020613 018973 USO? EURO 105505 ¡A SD AUTO DERATO 052120 USO HKO Mia 012320 Í 550 ¡RMB lp 14040) | Utd
f. Offsetting balances and transactions – As a general standard, assets and liabilities, revenue, and expenses, are not offset in the financial statements, except for those cases in which offsetting is required or is allowed by a standard and the presentation reflects the substance of the transaction.
Income or expenses arising from transactions which, for contractual or legal reasons, permit the possibility of offsetting and which the Corporation intends to liquidate for their net value or realize the assets and settle the liabilities simultaneously, are stated net in the statement of income.
g. Property, plant and equipment and depreciation – ltems of property, plant and equipment are initially recognized at cost. After initial recognition, they are measured at cost, less any accumulated depreciation and any accumulated impairment losses.
The cost of property, plant and equipment includes the costs of expansion, modernization or improvements that represent an increase in productivity, capacity or efficiency, or an
F-236 Corporación Nacional del Cobre de Chile increase in the useful life of the assets, and are capitalized as an increase in the cost of the related assets.
The assets included in property, plant and equipment are depreciated, as a general rule, using the units of production method, when the activity performed by the asset is directly attributable to the mine production process. In other cases, a stralght-line depreciation criterion Is used.
The assets Included in property, plant and equipment and certain intangibles (software) are depreciated over their economic useful lives, as described below:
Category Useful life Land Not depreciated Land on mine site Unit of production Buildings Stralght-line over 20-50 years
Buildings in underground mine levels
Units of production level
Vehicles Stralght-line over 3-7 years Plant and equipment Unit of production Smelters Unit of production Refineries Unit of production
Mining rights Unit of production
Support equipment Unit of production Intangibles – software Stralght-line over 8 years Open pit and underground mine development | Unit of production
Estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, and any change in estimates Is recognized prospectively.
Additionally, depreciation methods and estimated useful lives of assets, especially plants, facilities and Infrastructure may be revised at the end of each year or during the year according to changes in the structure of reserves of the Corporation and productive long- term plans updated as of that date.
This review may be made at any time If the conditions of ore reserves change significantly because of new known information, confirmed, and officially released by the Corporation.
The gain or loss resulting from the disposal or retirement of an asset is calculated as the difference between the price obtained on disposal and the value recorded in the books, recognizing the charge or credit to income for the period.
Construction in progress includes the amounts invested in the construction of property, plant and equipment and in mining development projects. Construction in progress is transferred to assets in operation once the testing period has ended and when they are ready for use; at that point, depreciation begins to be recognized.
F-237 Corporación Nacional del Cobre de Chile
Borrowing costs that are directly attributable to the acquisition or construction of assets that require a substantial period before they are ready for use or sale are capitalized as part of the cost of the corresponding items of property, plant, and equipment.
The ore deposits owned by the Corporation are recorded in the accounting records at US$1. Notwithstanding the above, those reserves and resources acquired as part of acquisition of entities accounted for as business combinations, are recognized at their fair value.
h. Intangible assets – The Corporation initially recognizes these assets at acquisition cost.
The cost Is amortized systematically over their useful lives, except in the case of assets with indefinite useful lives, which are not amortized, and are assessed for impalrment at least once a year and, in any case, whenever there is an indication that impairment may have occurred. At the end of each reporting period, these assets are measured at their cost less any accumulated amortization (when applicable) and any accumulated impalrment losses.
The expenditures for the development of Technology and Innovation Projects are recognized as intangible assets at their cost and are considered to have indefinite useful lives. Recognition applies, If and only if, all the following have been demonstrated:
– The technical feasibility of completing the intangible asset so that It will be available for use or sale;
– – The Intention to complete the Intangible asset is to use or sell it;
– – The ability to use or sell the intangible asset;
– – That the intangible asset will generate probable future economic benefits;
– – The availability of adequate technical, financial, and other resources to complete the development and to use or sell the intangible asset; and
– – The disbursement attributable to the intangible asset during Its development can be rellably appraised
Research expenses for technology and innovation projects are recognized in profit or loss when incurred.
I. Impairment of property, plant and equipment and intangible assets – Property, plant and equipment and intangible assets with finite useful lives are reviewed for Impalrment to verify whether there Is any Indication that the carrying amount may not be recoverable. If such an Indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment to be recorded.
For intangible assets with Iindefinite useful lives, their recoverable amounts are annually estimated at the end of each reporting period.
When an asset does not generate cash flows that are independent from other assets, Codelco determines the recoverable amount of the CGU to which the asset belongs.
F-238 Corporación Nacional del Cobre de Chile
The Corporation has defined each of its divisions as a cash generating unit
Recoverable amount of an asset is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. On the other hand, the fair value less cost of disposal is usually determined for operational assets considering the Life of Mine (‘LOM), based on a model of discounted cash flows, while the assets not included in LOM as resources and potential resources to exploit are measured by using a market model of multiples for comparable transactions.
lf the recoverable amount of an asset or CGU Is estimated to be less than it is carrying amount, an impairment loss is recognized immediately in profit or loss, reducing the carrying amount to its recoverable amount. In the event of a subsequent reversal of the impalrment, the carrying amount is increased to the revised estimate of the recoverable amount, but to the extent that It does not exceed the carrying amount that would have been determined had no impairment been previously recognized.
The estimates of future cash flow for a CGU are based on future production forecasts, future prices of basic products and future production costs. Under [AS 36 *Impairment of Assets, there are certain restrictions for future cash flows estimates related to future restructurings and future cost efficiencies. When calculating value in use, it Is also necessary to base the calculations on the spot exchange rate at the date of calculation
J. Expenditures for exploration and evaluation of mineral resources, mine development and mining operations – The Corporation has defined an accounting policy for each of these expenditures.
Development expenses for deposits under exploitation whose purpose is to maintain production levels are recognized in profit or loss when incurred.
Exploration and evaluation costs such as: drillings of deposits, including expenses necessary to locate new mineralized areas and engineering studies to determine their potential for commercial exploitation are recognized in profit or loss, normally at the pre- feasibility stage.
Pre-operating and mine development expenses (normally after feasibility engineering Is reached) incurred during the execution of a project and until its start-up are capitalized and amortized in relation to the future production of the mine. These costs include stripping of waste material, constructing the mine’s infrastructure and other works carried out prior to the production phase.
Finally, costs for defining of new areas or deposit areas in exploitation and of mining operations (PP4£E) are recognized in property, plant and equipment and are amortized through profit or loss over the period during which the benefits are obtained.
F-239 Corporación Nacional del Cobre de Chile
k. Income taxes and deferred taxes – Codelco and its Chilean affiliates recognize annually income taxes based on the net taxable income determined as per the standards established in the Income Tax Law and Article 2 of D.L. 2398, Codelco also recognizes the specific tax on mining activities referred to in Law No 20026 of 2005, until December 31, 2023, and the Mining Royalty Tax referred to in Law No. 21,590, as from January 1, 2024.
lts foreign affiliates recognize income taxes according to the tax regulations of the respective countries.
In addition, Codelco’s taxable income in each period is subject to the tax regime established in Article 26 of D.L. No. 1350, and It must pay the encumbrances in March, June, September, and December of each year, based on a provisional tax calculation.
The deferred taxes arising from temporary differences and other events that create differences between the accounting and tax bases of assets and liabilities, are recorded in accordance with the standards established in lAS 12 Income tax.
Deferred taxes are also recognized for undistributed profits of subsidiaries and associates, at the remittance tax rate on dividends paid by these companies to the Corporation.
|. Inventories – Inventories are measured at cost when such does not exceed net realizable value. Net realizable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale (1.e., marketing, sales, and distribution expenses). Costs of inventorles are determined according to the following methods:
– Finished products and products in process: These inventories are measured at their average production cost determined using the absorption costing method, including labor, depreciation of fixed assets, amortization of intangibles and indirect costs of each period. Inventories of products in process are classified in current and non-current, according to the normal cycle of operation
– Materials in warehouse: These inventories are valued at acquisition cost and the Corporation determines an allowance for obsolescence considering that slow-moving materials in the warehouse remain in stock.
– – Materials in transit: These inventories are measured at cost incurred at the end of reporting period. Any difference because of an estimate of net realizable value of the Iinventories lower than It carrying amount Is recognized in profit or loss.
m. Dividends – In accordance with Article 6 of D.L. 1350, the Corporation has a mandatory obligation to distribute lts net income as presented in the financial statements. The payment obligation is recognized on an accrual basis.
n. Employee benefits – Codelco recognizes a provision for employee benefits when there Is a present obligation (legal or constructive) as a result of services rendered by its employees.
F-240 Corporación Nacional del Cobre de Chile
The employment contracts stipulate, subject to compliance with certain conditions, the payment of an employee severance indemnity when an employment contract ends. In general, this corresponds to one monthly salary per year of service and considers the components of the final remuneration which are contractually defined as the basis for the indemnity. This employee benefit has been classified as a defined benefit plan.
Codelco has also agreed to post-employment medical care benefits for certain retirees.
This employee benefit has been classified as a defined benefit plan.
These plans continue to be unfunded as of December 31, 2023.
The employee severance indemnity and the post-employment medical plan obligations are determined using the projected unit credit method, with actuarial valuations being carried out at the end of each reporting period. The defined benefit plan obligations recognized in the statement of financial position represent the present value of the accrued obligations.
Actuarial gains and losses are recognized immediately in other comprehensive income and will not be reclassified to profit or loss.
The Corporation’s management uses assumptions to determine the best estimate of these benefits. The assumptions include an annual discount rate, expected increases in salaries and turnover rate, among other factors.
In accordance with its operating optimization programs to reduce costs and increase labor productivity by incorporating new current technologies andor better management practices, the Corporation has established employee retirement programs by amending certain employment contracts or collective union agreements to include benefits encouraging employees to early retire, for which the necessary provisions are made based on the accrued obligation at current value. In case of employee retirement programs which involve multi-year periods, the accrued obligations are updated using a discount rate determined based on financial instruments denominated in the same currency and similar maturities that will be used to pay the obligations.
o. Provisions for decommissioning and site restoration costs – The Corporation recognizes a provision for the estimated future costs of decommissioning and restoration of mining projects in development or production when a mining activity causes a disruption under a constructive or legal obligation. Costs are estimated on the basis of a formal closure plan and cost estimates are annually reviewed.
Costs arising from the obligation to dismantle a plant installation or other site preparation work, discounted to their present value, are provided for and capitalized at the beginning of each project or at the origin of the constructive or legal obligation as soon as the obligation to incur such costs arises.
These decommissioning and restoration costs are recorded in income through the depreciation of the asset that gave rise to such cost, and the use of the provision is made
F-241 Corporación Nacional del Cobre de Chile when the decommissioning materializes. Subsequent changes in estimates of decommissioning-related liabilities are added to or deducted from the costs of the related assets in the period in which the adjustment is made.
Other restoration costs, outside the scope of lAS 16, Property, Plant and Equipment, are provided for at their present value against operating results and the use of the provision is made in the period in which the restoration work is performed.
The accretion of the discount on a closure liability due to the passage of time Is recognized as a finance expense in the statement of income.
p. Leases – The Corporation evaluates its contracts at initial application to determine whether they contain a lease The Corporation recognizes a right-of-use asset and a corresponding llability for lease with respect to all lease agreements in which Codelco Is the lessee, except for short-term leases (defined as a lease with a lease term of twelve months or less) and leases of low-value assets. For these leases, the Corporation recognizes the lease payments as an operating cost on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which the economic benefits of the leased assets are consumed.
The lease liability Is initially measured at the present value of the lease payments that have not been paid at the commencement date, discounted using the interest rate implicit in the lease. If this rate cannot be easily determined, the Corporation uses the incremental borrowing rate.
The incremental rate for loans used by Codelco is determined by estimating the interest rate that the Corporation would have to pay for borrowing the necessary funds to obtain an asset of an equivalent nature similar in value to the right-of-use asset of the respective lease, in a similar economic environment over a similar term.
Lease payments included in the measurement of the lease liability mainly include fixed payments, variable payments that depend on an index or a rate and the exercise price of a purchase option. Variable payments that do not depend on an index or a rate are excluded.
The lease liability Is subsequently measured as follows: the carrying amount increased to reflect the interest on the lease liability (using the effective rate method) and the carrying amount is reduced to reflect the lease payments made.
The Corporation revalues the lease liability as to the discount rate (and makes the corresponding adjustments to the asset for respective right of use) through a modified discount rate when:
– There Is a change in the term of the lease, or
– There Is a change In the assessment of an option to purchase the underlying asset, or
– There Is a change In an index or rate which generates a change in cash flows.
F-242 Corporación Nacional del Cobre de Chile
Right-of-use assets comprise the amount of the present value of payments not made at the contract inception date, and lease payments made before or up to the inception date, less lease incentives received and any initial direct costs incurred plus other decommissioning and site restoration costs. The right-of-use assets are subsequently measured at cost less accumulated depreciation and accumulated losses due to Impalrment.
When the Corporation incurs a cost obligation to dismantle or remove a leased asset, restore the location in which it Is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognized and measured in accordance with lAS 37. Costs are included in the corresponding right-of-use asset unless those costs are incurred to produce inventorles.
The right-of-use assets are depreciated during the shorter period between the term of the lease and the useful life of the underlying asset. If a lease transfers the ownership of the underlying asset or the cost of the right-of-use asset reflects that the Corporation expects to exercise its option to purchase, the right-of-use asset is depreciated over the useful life of the underlying asset. Depreciation is made from the start date of the lease.
The Corporation applies IAS 36 to determine If a right-of-use asset Is Iimpailred and recognizes any impairment loss identified, as described in the accounting policy for Property, plant and equipment.
q. Revenue from Contracts with Customers – Revenue is recognized in an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to customers.
– Sale of mineral goods and | or by-products: Contracts with customers for the sale of mineral goods and or by-products include the performance obligation for the delivery of the physical goods and the associated transportation service, at the place agreed with the customers. The Corporation recognizes revenue from the sale of goods when the performance obligation Is satisfied according to the shipment or dispatch of the products, in accordance with the agreed conditions, such revenue being subject to variations related to the content and or sale price at the date of its liquidation. Notwithstanding the foregoing, there are some contracts where the performance obligation is satisfied when there Is receipt of the product instead of the buyer’s corresponding destination, thus recognizing revenue at the time of said transfer. When services of transport of goods are provided, the Corporation recognizes revenue when the service obligation is satisfied.
Sales that have discounts associated with volume subject to compliance with goals are recognized net, estimating the probability that the volume target will be reached.
Sales contracts include a provisional price at the shipment date. The final price is generally based on the London Metals Exchange (“LME”) price. Revenue from sales
F-243 Corporación Nacional del Cobre de Chile of copper Is measured using estimates of the future spread of metal prices on the LME andor the spot price at the date of shipment, with subsequent adjustments made upon final pricing recognized as revenue. The terms of sales contracts with customers contain provisional pricing arrangements whereby the selling price for metal concentrate is based on prevailing spot prices on a specified future date after shipment to the customer (the quotation period). Consequently, the final price is set at the dates indicated in the contracts. Adjustments to provisional sale prices occur based on movements in quoted market prices on the LME up to the date of final pricing. The period between provisional invoicing and final pricing Is typically between one and nine months. Changes in fair value over the quotation period and until final pricing are estimated by reference to forward market prices for applicable metals.
As indicated in the note related to hedging policies in the market of metal derivatives, the Corporation enters into operations in the market of metal derivatives. Gains and losses from those which are fair value hedges contracts are recognized as revenues.
– Rendering of services: Additionally, the Corporation recognizes revenue for rendering services, which are mainly related to the processing of minerals bought from third parties. Revenue from rendering of services Is recognized when the amounts can be measured reliably and when the services have been provided.
r. Derivatives contracts – Codelco uses derivative financial instruments to reduce the risk of fluctuations in sales prices of Its products and of exchange rates.
Derivatives are initlally recognized at fair value at the date the derivative contracts are entered into and are subsequently measured to their fair value at the end of each reporting period.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income and accumulated in equity under the item “Cash flow hedge reserve. The gain or loss relating to the ineffective portion is immediately recognized in profit or loss and included in the Finance cost or Finance income line items, depending on the effect of such Iineffectiveness. The amount recognized in comprehensive income is reclassified to income, in the same line in which the effects generated by the hedged item are recorded once the results of the hedged transactions are recorded in the same line or until the maturity date of such transactions.
A hedge is considered highly effective when It meets the requirements of IFRS 9. At the time of discontinuation of the hedge contract or the associated designated accounting and according to the circumstances of each case, the accumulated gainloss on the derivative Instrument remains in equity until the hedge transaction occurs, or If discontinuation Is expected to occur, the amount in equity Is reclassified to profit or loss.
The total fair value of hedging derivatives is classified as non-current financial asset or llability, ifthe remaining maturity of the hedged item ¡is greater than twelve months, and as
F-244 Corporación Nacional del Cobre de Chile current financial asset or liability if the remaining maturity of the hedged item ¡is less than twelve months.
The derivative contracts held by the Corporation have been entered into to apply the risk hedging policies and are accounted for as indicated below:
– – Hedging policies for exchange rate risk: The Corporation enters into exchange rate derivatives to hedge exchange rate varlations between the U.S. dollar and the currencies of transactions the Corporation undertakes. In accordance with the policies established by the Board of Directors, these hedge transactions are only entered into when there are recognized assets or liabilities, forecasts of highly probable transactions or firm commitments. The Corporation does not enter into derivative transactions for non-hedging purposes.
– Hedging policies for metal market prices risk: In accordance with the policies established by the Board of Directors, the Corporation entered into derivative contracts to reduce the inherent risks in the fluctuations of metal prices.
Hedging policies seek to protect expected cash flows from product sales operations by adjusting, when necessary, physical sales contracts to its commercial policy. When the sales commitments are fulfilled and the metal derivative contracts are settled, there is an offset between the results of the sales transactions and the results of hedging using metal derivatives.
Hedging transactions carried out by the Corporation in the metal derivatives market are not undertaken for speculative purposes.
– Embedded derivatives: The Corporation has established a procedure that allows for evaluation of the existence of embedded derivatives in financial and non-financial contracts. Where there is an embedded derivative, and the host contract Is not a financial instrument and the characteristics and risks of the embedded derivative are not closely related to the host contract, the derivative is required to be recognized separately.
s. Financial information by segment – The Corporation has defined its Divisions as Its operating segments in accordance with the requirements of IFRS 8, Operating Segments.
The mining deposits in operation, where the Corporation conducts its extractive and processing activities are managed by the following Divisions: Chuquicamata, Radomiro Tomic, Ministro Hales, Gabriela Mistral, Salvador, Andina and El Teniente. In addition, the smelting and refining activities are managed at the Ventanas Division. From June 2023 the Ventanas Division only manages the refining area. All these Divisions have a separate operational management, which reports to the Chief Executive Officer, through the North and South-Central Vice-President of Operations, respectively. Income and expenses of the Head Office are allocated to the defined operating segments.
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t. Presentation of Financial Statements – For purposes of IAS 1 Presentation of Financial Statements, the Corporation presents Its statement of financial position classified as “current and non-current” and its statements of income “by function and cash flows using the direct method.
u. Current and non-current financial assets – The Corporation determines the classification of its financial assets at the time of Initial recognition and reviews it at each closing date.
The classification depends on the business model in which the investments are managed and the contractual characteristics of their cash flows.
The Corporation’s financial assets are classified into the following categories:
At fair value through profit or loss:
Initial recognition: This category includes those financial assets that do not qualify in the business model to collect contractual cash flows, nor do such cash flows come exclusively from capital and Interest. These Instruments are initially recognized at fair value.
Subsequent recognition: Their subsequent recognition is at fair value, recording in the consolidated statement of comprehensive income, in the line Other gains (losses) any changes in fair value.
Amortized cost:
Initial recognition: This category includes those financial assets that qualify in the business model and that are held for the purpose of collecting contractual cash flows and that meet the “Solely Payment of Principal and Interest” (SPPI) criterion. This category includes certain Trade and other current receivables, and the loans included in other non-current financial assets.
Subsequent recognition: These (debt) instruments are subsequently measured at amortized cost using the effective interest method. The amortized cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortization using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any impalrment allowance.
Interest income is recognized in profit or loss and is calculated by applying the effective Interest rate to the gross carrying amount of a financial asset. For financial assets measured at amortized cost that are not part of a designated hedging relationship, exchange differences are recognized in profit or loss in the Foreign exchange difference line item.
At fair value through other comprehensive income:
Initial measurement: Financial assets that meet the criteria “Solely payments of principal and interest” (SPP!) are classified in this category and must be maintained
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Corporación Nacional del Cobre de Chile within a business model both to collect the cash flows and to sell the financial assets.
These instruments are initially recognized at fair value.
Subsequent recognition: Their subsequent valuation is at fair value. Interest income calculated using the effective interest rate method, foreign exchange galns and losses and impalrment are recognized in income. Other net gains and losses are recognized in other comprehensive income. On derecognition, the galns and losses accumulated in other comprehensive income for debt instruments are reclassified to Income.
Codelco did not irrevocably choose to designate any equity financial instruments (assets) at fair value with effect on other comprehensive income.
V. Financial liabilities – Financial liabilities are initially recognized at fair value net of transaction costs. Subsequent to their initial recognition, the valuation of the financial llabilities will depend on their classification, within which the following categories are distinguished:
– – Financial liabilities at fair value through profit or loss: This category includes financial liabilities defined as held for trading.
Changes in fair value associated with own credit risk are recorded in other comprehensive income unless doing so creates an accounting mismatch.
– – Financial liabilities measured at amortized cost: This category includes all financial llabilities other than those measured at fair value through profit or loss.
The Corporation includes in this category bonds, obligations and other current payables.
These financial liabilities are measured using the effective interest rate method, recognizing interest expense based on the effective rate.
The method of the effective interest rate corresponds to the method of calculating the amortized cost of a financial liability and the allocation of interest expenses during the corresponding period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate, a shorter period, to the net carrying amount on initial recognition.
Trade and other current payables are financial liabilities that do not explicitly accrue Interest and are recognized at their nominal value, which approximates lts fair value.
Financial liabilities are derecognized when the liabilities are paid or expire.
w. Impairment of financial assets – The Corporation measures the loss allowance at an amount equal to lifetime expected credit losses for certain of its trade recelvables. For these, It uses the simplified approach as required under IFRS 9.
F-247 Corporación Nacional del Cobre de Chile
The provision matrix is based on the Corporation’s historical credit loss experience over the expected life of such trade recelvables and is adjusted for forward-looking estimates considering the most relevant macroeconomic factors that affect bad debts.
Other accounts recelvable and other financial assets are reviewed using reasonable and sustainable information that is available without cost or disproportionate effort in accordance with IFRS 9 to determine the credit risk of the respective financial assets. A provision for impairment losses on trade recelvables and other financial assets is established when there is objective evidence that the amounts due may not be fully recovered.
X. Statement of cash flows – The statement of cash flows reflects changes in cash that took place during the period, determined under the direct method. The Corporation has defined the following:
– Cash flows: Inflows and outflows of cash or cash equivalents, which are defined as highly liquid investments maturing in less than three months with a low risk of changes In value.
– – Operating activities: Are the principal revenue-producing activities of the Corporation and other activities that are not investing or financing activities.
– Investing activities: These are the acquisition and disposal of long-term assets and other investments not included in cash and cash equivalents.
– Financing activities: These are activities that result in changes in the size and composition of net equity and borrowings of the Corporation.
Bank overdrafts are classified as external resources in current liabilities.
y. Law No. 13196 – Under this law, the return in foreign currency of sales abroad of the Corporation’s actual income from its copper production, including by-products, Is taxed at
10%. The amount recognized for this concept is presented in the statement of income within the line item Other expenses by function. (Note 111.22 letter c)).
z. Cost of sales – Cost of sales is determined according to the absorption costing method, including the direct and indirect costs, depreciation, amortization and any other expenses directly attributable to the production process.
aa. Classification of current and non-current balances – In the consolidated statement of financial position, the balances are classified according to their maturities, that Is, as current for those with a maturity equal to or less than twelve months and as non-current for those with a greater maturity. Where there are obligations whose maturity is less than twelve months, but whose long-term refinancing is insured upon a decision by the Corporation whose intention is to refinance, through credit agreements available unconditionally with long-term maturity, these could be classified as non-current liabilities.
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3. New standards and interpretations adopted by the Corporation
The accounting policies adopted in the preparation of the consolidated financial statements are consistent with those applied in the preparation of the Corporation’s annual consolidated financial statements for the year ended December 31, 2022, except for the adoption of new standards, interpretations and amendments, effective from January 1, 2023, which are:
a) Amendment to IFRS 17
Amends IFRS 17 to address concerns and implementation challenges identified after the publication of IFRS 17 Insurance Contracts in 2017. The main changes include: vi.
vil.
VIII.
Detferral of the date of initial application of IFRS 17 for two years for annual periods beginning on or after January 1, 2023.
Additional scope exclusion for credit card contracts and similar contracts that provide insurance coverage, as well as optional scope exclusion for loan contracts that transfer significant insurance risk
Recognition of insurance acquisition cash flows related to expected contract renewals, including transition provisions and guidance for insurance acquisition cash flows recognized in an acquired business.
Clarification of the application of IFRS 17 in financial statements that permit an accounting policy choice at a reporting entity level
Clarification of the application of the contractual service margin (CSM) attributable to the investment performance service and the investment-related service and changes to the related disclosure requirements
Extension of risk mitigation option to include reinsurance contracts held and non- financial derivatives
Amendments to Requiring an entity that at initial recognition recognizes losses on onerous insurance contracts issued to also recognize a gain on reinsurance contracts held
Simplified presentation of insurance contracts in the statement of financial position for entities to present insurance contract assets and liabilities In the statement of financial position determined using portfolios of insurance contracts rather than groups of insurance contracts
Additional transition relief for business combinations and additional transition relief for the date of application of the risk mitigation option and the use of the fair value transition approach.
b) Information to disclose on accounting policies. (Amendments to IAS 1 and IFRS 2 document)
The amendments require an entity to disclose its material accounting policies. The additional amendments explain how an entity can identify a material accounting policy.
Examples are added of when an accounting policy Is likely to be material. To support the amendment, the Board has also developed guidance and examples to explain and
F-249 Corporación Nacional del Cobre de Chile demonstrate the application of the “four-step materiality process described in the IFRS 2
Practice Statement.
c) Definition of accounting estimates (amendments to IAS 8)
The amendments replace the definition of a change in accounting estimates. According to the new definition, accounting estimates are “monetary amounts in the financial statements that are subject to measurement uncertainty. Entities develop accounting estimates if accounting policies require financial statement items to be measured in a manner that involves measurement uncertainty. The amendments clarify that a change in accounting estimate resulting from new information or new developments is not the correction of an error.
d) Deferred Taxes Related to Assets and Liabilities Arising from a One-Time Transaction.
(Amendments to IAS 12)
The amendments clarify that the exemption from initial recognition does not apply to transactions in which equal amounts of deductible and taxable temporary differences arise on initial recognition.
The application of these amendments had no impact on the Corporation’s consolidated financial statements, but may affect the accounting for future transactions or arrangements.
4. New accounting pronouncements
The following new standards, amendments and interpretations had been issued by the lASB, but their application is not yet mandatory:
New IFRS
Date of mandatory application
Summary
Classification of Liabilities as Current or Non-Current (Amendments to IAS 1)
Annual periods beginning on or after January 1, 2024
The amendments aim to promote coherence In applying its requirements by helping companies to determine whether, in the statement of financial position, debts and other liabilities with an uncertain settlement date must be classified as current (maturing or potentially maturing in one year or less) or not current.
lt Is Important to note that this amendment must be applied retrospectively and early application Is permitted.
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Corporación Nacional del Cobre de Chile
Initial Application of IFRS 17 and IFRS 9 – Comparative Information (Amendment to IFRS 17)
An entity that chooses to apply the amendment shall apply it when it first applies IFRS 17.
The amendment allows entities applying IFRS 17 and IFRS 9 for the first time to present comparative information on a financial asset as if the classification and measurement requirements of IFRS 9 had been previously applied to that financial asset.
Lease liability on a sale and leaseback (Amendments to IFRS 16)
Annual reporting periods beginning on or after January 1, 2024
The amendment clarifies how a lessee subsequently measures sale and leaseback transactions that meet the requirements of IFRS 15 to be accounted for as a sale.
Non-current liabilities with covenants (Amendments to ¡AS 1
Annual reporting periods beginning on or after January 1, 2024
The amendment clarifies how the conditions that an entity must meet within twelve months after the reporting period affect the classification of a liability.
Suppliers financial agreements (Amendments to ¡AS 7 and IFRS 7)
Annual reporting periods beginning on or after January 1, 2024
The amendments add disclosure requirements and “signaling” within the existing disclosure requirements, which request entities to provide qualitative and quantitative information on suppliers financing arrangements.
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Corporación Nacional del Cobre de Chile
General requirements for disclosure of financial information related to sustainability (IFRS S1)
Annual periods beginning on January 1, 2024 Early application is permitted.
This Standard requires disclosure of information about all risks and opportunities related to sustainability that could reasonably be expected to affect an entity’s cash flows, access to finance or cost of capital in the short, medium or long term. For the purposes of this Standard, these risks and opportunities are collectively referred to as “sustainability-related risks and opportunities that could reasonably be expected to affect the entity’s prospects”.
This Standard also prescribes how financial disclosures related to sustainability should be prepared and reported. It establishes general requirements for the content and presentation of those disclosures so that the information disclosed is useful to key users in making decisions related to the provision of resources to the entity.
Climate-related disclosures (IFRS S2)
Annual periods beginning on January 1, 2024 Early application is permitted.
This Standard requires disclosure of information about risks and opportunities related to climate that could reasonably be expected to affect an entitys cash flows, access to finance or cost of capital in the short, medium or long term.
For the purposes of this Standard, these risks and opportunities are collectively referred to as climate- related risks and opportunities that could reasonably be expected to affect the entity’s prospects”.
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Corporación Nacional del Cobre de Chile
Lack of interchangeability Amendments to |AS 21)
Annual filing and reporting periods beginning on or after January 1, 2025. Not yet approved for use in the EU.
The amendments contain guidance to specify when a currency is exchangeable and how to determine the exchange rate when it is not.
Modifications to SASB standards to improve their international applicability
Annual reporting periods beginning on or after January 1,
2025. Will not be approved for use in the EU.
The amendments remove and replace jurisdiction-specific references and definitions in the SASB standards, without materially altering industries, topics or metrics.
Management is currently evaluating the impact of the adoption of these new regulations and modifications. lt is not expected to have a significant impact on the consolidated financial statements.
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Corporación Nacional del Cobre de Chile
Il. EXPLANATORY NOTES
1. Cash and cash equivalents
The detail of cash and cash equivalents as of December 31, 2023 and December 31, 2022, Is as follows:
Rem
Ea on hand Pará balangprre Liepcrdy
Pta Ed ed] rierorced Total cash and cash equiradentia
12-31-2023 miss
1030 618,501 658 044
2447?)
1,342,043
12.31.2072 TALISS A
522.050 di 15 25,806 1,026,727
Interest on time deposits is recognized on an accrual basis using the contractual interest rate of each of these instruments.
The Corporation does not hold any significant amounts of cash and cash equivalents that have a restriction on use.
Cash and cash equivalents meet the low credit risk exemption under IFRS 9. The classification of time deposits complies with the requirements of 7.
Trade and other receivables
a) Trade and other receivables
The following table sets forth trade and other receivables balances, with their corresponding allowances for doubtful accounts: | Mos | Cutrard | Noncurrent
| (1234-2003 | 12-31-2022) 12-31-2023 | 12-31-2027 | | imúss | muss | wwust | TWuss cds recents (1| 2 710550 ¿AMAR | Morante dor deulibhid aoccunta (4) 158 10 05! | Sublotal trade recabrables, nel ¿TT 1687 20435 | : | | Ci aora mor alde (11 PM E 191 81 | P] 3p | ae | Almada lor doubt mocounts ($ (27 005 (26.001 | | Other other accounts recsivable, nol | 07059] 456350 T1273| 00906 [Tota | 2405860 | 3306705] 72M] ADO j
(1) Trade recelvables correspond to the sales of copper and its by-products, those that in general are sold in cash or through bank transfers.
F-254
Corporación Nacional del Cobre de Chile
(2) Other receivables mainly consist of the following items: e Remaining tax credit susceptible to refund VAT and other taxes receivable, amounting to TRHUS$ 414,058 and ThUS$ 216,218 as of December 31, 2023 and December 31, 2022, respectively.
e Receivables owed by the Corporation’s personnel, for short-term and long- term current loans of ThUS$83,778 and ThUS$70,079, respectively (as of December 31, 2022 ThUS$99,229 and ThUS$88,175, respectively), both deducted monthly from their salaries. Mortgage loans granted to the Corporation’s personnel amounting to ThUS$26,604, which are mainly long- term, are backed by mortgage guarantees (as of December 31, 2022 ThUS$29,320).
e Advances to suppliers and contractors, to be deducted from the respective payment statements for TRUS$117,332 and ThUS$101,665 as of December 31, 2023 and December 31, 2022, respectively.
e Accounts receivable for services from the Ventanas Smelter to ENAMI. These services for the third quarter of the year 2023 amounted to ThUS$14,510.
Additionally, in order to complement the commercial commitments between Codelco and ENAMI, the Corporation purchases copper concentrate and by- products and sells cathodes to ENAMI. Both Codelco and ENAMI are companies owned by the State of Chile.
(3) The Corporation recognizes an allowance for doubtful accounts based on its expected credit loss model.
The reconciliation of changes in the allowance for doubtful accounts for the years ended December 31, 2023 and December 31, 2022, were as follows: [ham 1231-2023 | 4231.2022 TELS ThLS3 | Gpenang balance 29,125 19,257 | ERE 30618 a 04 | Discharges ‘ appicabons (4 128 113 | Morement, subtotal (512) 9,872 | Closing balance 28,647 | 73.129
The balance of past due but not impaired balances is as follows: [Again | 3142.2023 | 31.42.2077 | 1153 ThE aa Pi O das A 07 lr, TEE 10 duya – 1 pom (ir t1mW LP Pen Lira! UN Total umprovisioned past-due debi | T8S6| T080|
F-255 Corporación Nacional del Cobre de Chile
b) Accruals for open sales involces
The Corporation adjusts Its revenues and trade recelvable balances, based on future copper prices through the recognition of an accrual for open sales involces.
When future price of copper is lower than the provisional invoicing price, the accrual is presented in the statement of financial position as follows:
– For those customers that have due balances with the Corporation, the accrual is presented as a deduction from the line item trade and other current recelvables.
– Forthose customers that do not have due balances with the Corporation, the accrual is presented in the line item trade and other current payables.
When the future copper price Is higher than the provisional invoicing price, the accrual is added to the line Item trade and other current recelvables.
Accordingly, as of December 31, 2023, a positive provision of ThUS$83,778 was recorded in the account Trade and other receivables for provisions for unfinished sales involces. As of December 31, 2022 it was a positive provision of ThUS$31,327.
As of December 31, 2023, ThUS$ 1 of negative provision for open invoices associated with customers who do not have balances due to Codelco was reclassified to Trade payables of current liabilities, which added to the balance presented in Trade and other receivables, totaled a net positive provision of ThUS$ 83,777. As of December 31, 2022, the reclassification of negative unfinished invoices, associated with customers who do not maintain balances due to Codelco, was ThUS$1,458, which added to the balance presented in Trade and other receivables, totaled a positive net provision of ThUS$29,869.
3. Balances and transactions with related parties
a) Transactions with related persons
In accordance with Law on New Corporate Governance, the members of Codelco’s Board are, in terms of transactions with related persons, subject to the provisions of Title XV! of Law on Corporations, which sets the requirements regarding transactions with related parties in publicly traded companies and their subsidiaries.
Notwithstanding the foregoing, pursuant to the provisions of the final paragraph of Article 147 b) of Title XVI, which contains exceptions to the approval process for transactions with related parties, the Corporation has established a general policy over customary transactions (which was communicated through a significant event notice to the CMP), that defines customary transactions as those carried out with its related parties in the normal course of business, which contributes to the social interest and are necessary to the normal development of Codelco’s activities.
F-256 Corporación Nacional del Cobre de Chile
Likewise, consistent with the referred to above standard, the Corporation has implemented as part of its internal regulatory framework, a specific policy dealing with business between related persons and companies with Codelco’s executives. Codelco’s Corporate Policy No.18 (“CCP No. 18), the latest version currently in force, was approved by the Chief Executive Officer and the Board of Directors.
Accordingly, Codelco without the authorization required in CCP No. 18 and of the Board of Directors, as required by Law or by the Corporation by-laws, shall not enter into any contracts or agreements involving one or more Directors, its Chief Executive Officer, the members of Division’s Managing Committees, Vice-presidents, Legal Counsel, General Auditor, Division Chief Executive Officers, Advisors of Senior Management, employees who must make recommendations andor have the authority to award tenders, assignments of purchases andor contracting goods and services, and employees in management positions (up to fourth hierarchical level in the organization), including their spouses, children and other relatives up to second degree of relation, with a direct interest, represented by third parties or on behalf of another person. Likewise, CCP No. 18 requires administrators of Corporation’s contracts to declare all related persons and disqualify himselfherself if any related persons are involved within the field of hisher job responsibilities.
This prohibition also includes the companies in which such administrators are involved through ownership or management, either directly or through representation of other natural persons or legal entities, as well as those individuals who also have ownership or management in those companies.
The Board of Directors has been informed and approved certain transactions as defined in CCP No. 18.
These operations include those shown in the following table, for the total amounts mentioned, which must be executed within the time periods specified in each contract:
F-257 Corporación Nacional del Cobre de Chile
1-1-2023 1-1-2022 Company Taxpayer ID No. | Country | Nature of relationship | Transaction description 12-51-2023 | 12-31-2022
Amount Amount
ThUus$ ThUus$ Adelanta Asesorías y Servicios Ltda 76.425.905-K Chile [Relative of employee Services 975 135 Anglo American Sur S.A. 77.762.940-9 Chile |Coligada Supplies 18 Besalco Maquinarias S.A: 79.633.220-4 Chile [Relative of employee Services 32,068 – Buses JM Pullman S.A. 78.502.770-1 Chile [Relative of employee Services – 11,631 CDZ Ingeniería Uno Ltda 77.535.292-2 Chile [Relative of employee Services 20,750 8,511 Centro de Capacitación y Recreación Radomiro Tomic. 75.985.550-7 Chile [Other related parties Services 784 – Centro de Especialidades Médicas Río Blanco Ltda. 76.064.682-2 Chile [Subsidiary Services 5,346 Centro de Especialidades Médicas San Lorenzo Ltda. 76.124.156-7 Chile [Subsidiary Services 447 Clínica Río Blanco S.A. 99.573.600-4 Chile |Subsidiary Services – 1,273 Clinica San Lorenzo Ltda. 88.497.100-4 Chile |Subsidiary Services 113 – Codelco Shanghai Company Limited. Extranjera China [Subsidiary Services 5,316 – Comercial e Import. Villanueva Ltda 77.000.200-1 Chile [Relative of employee Supplies 1,523 1,281 Comercial Easy Import S.A. 76.421.167-7 Chile [Relative of employee Services 6 – Compass Catering S.A. 96.651.910-K Chile [Relative of employee Services 1,257 Complejo Portuario Mejillones S.A. 96.819.040-7 Chile [Subsidiary Services 14,527 Consorcio Ingeniería CDZ Ltda 76.926.371-3 Chile [Relative of employee Services 25,652 – Constructora Domingo Villanueva Arancibia S.A. 96.846.150-8 Chile [Relative of employee Services – 6,468 Consultor Ingenieria de Proyectos ltda. 77.060.510-5 Chile [Relative of employee Services 272 – Consultorias y Asesorias Auditorias y Capacitación Guerra y Guerra ltda 76.168.106-0 Chile [Relative of employee Supplies 5 – Costella Proyectos 76.282.588-0 Chile [Relative of employee Services – 3,423 Ecometales Limited agencia en Chile. 59.087.530-9 Chile |Subsidiary Services and Supplies 491,196 14,252 Emin Ingeniería y Construcción S.A. 79.527.230-5 Chile [Relative of employee Supplies – 56,547 Empresa de prestación de Servicios Rodolfo Figueroa Valle 76.877.220-7 Chile [Relative of employee Services 5,470 – Empresa Nacional de Telecomunicaciones S.A. 92.580.000-7 Chile [Relative of employee Services – 415 Enaex Servicios S.A. 76.041.871-4 Chile ¡Relative of Director’s Supplies 751 71,215 Exploraciones Mineras Andinas S.A. 99.569.520-0 Chile [Subsidiary Services 406,470 – Finning Chile S.A. 91.489.000-4 Chile [Relative of employee Services and Supplies 429,385 46,555 Fluor Chile Ingeniería y Construcción S.A. 85.555.900-5 Chile [Relative of employee Services – 9,285 Fundación de Salud El Teniente. 70.905.700-6 Chile |Subsidiary Services 21,213 101 Fundación Orquesta Sinfónica Infantil de los Andes. 65.018.784-9 Chile |Founder Services – 212 Georock S.A. 77.842.840-7 Chile [Relative of employee Services – 26,400 Hatch Ingenieros y Consultores Ltda. 78.784.480-4 Chile [Relative of employee Services 50 – Industrial y Comercial Artimatemb Ltda. 76.108.720-7 Chile [Relative of employee Supplies 48 Ingeniería y Construcción Fenix Ltda 76.134.977-5 Chile [Relative of employee Supplies – 1,112 Ingeniería y Construcción Sigdo Koppers S.A. 91.915.000-9 Chile [Relative of employee Services and Supplies 167,315 76,085 Inversiones Cratos Ltda 76.617.441-8 Chile [Relative of Director’s Services 4,236 – ISalud Isapre de Codelco Ltda 76.334,370-7 Chile [Relative of employee Services 195,151 JM Dyvinetz consultoria y servicios ltda. 77.393.290-5 Chile [Associate Services 501 – Janssen S.A. 81.198.100-1 Chile [Relative of employee Supplies 13,787 2,369 JRI Ingeniería S.A. 96.611.930-6 Chile [Relative of Director’s Services 24,109 19,388 Kairos Mining S.A. 76.781.030-K Chile [Relative of employee Services 4,530 – Kronox Chile Spa 76.242,181-K Chile |Subsidiary Supplies 1 – Linde Gas Chile S.A. 90.100.000-K Chile [Relative of employee Supplies 4,406 439 Loop Redsur Servicios de Mantenimiento Equipos de Levante SPA 77.126.525-1 Chile [Relative of employee Supplies 4 – Lucas Blandford Maquinarias SPA 76.213.738-0 Chile [Relative of employee Supplies 185 10 Magotteaux Chile S.A. 78.307.010-3 Chile [Relative of employee Supplies 292 – Manufacturas AC Ltda 77.439.350-1 Chile ¡Relative of Director’s Supplies 14 80 Marsol S.A. 91.443.000-3 Chile [Relative of employee Supplies – 273 Metso Outotec Chile SpA 93.077.000-0 Chile [Relative of employee Services and Supplies 51,828 74,326 MI Robotic Solutions S.A. 76.869.100-2 Chile [Relative of employee Services and Supplies 121 609 NTT Data Chile S.A. 96.886.110-7 Chile [Relative of employee Services 4,814 424 Nueva Ancor Tecmin S.A. 76.411.929-0 Chile ¡Relative of Director’s Supplies – 424 Previred S.A. 96.929.390-0 Chile [Relative of employee Services 57 Primser S.A. 76.753.160-5 Chile [Relative of employee Supplies 29 Servicio Lucas Blandford Maquinarias SPA 92.606.000-7 Chile [Relative of employee Services 4 Servicios Geologicos Geodatos S.A. 88.152.200-4 Chile [Relative of employee Services 1,995 Servicios para la mantención Minera E Industrial S.M.A.SPA 76.169.625-4 Chile [Relative of employee Services 3,634 SK Godelius S.A. 76.167.834-5 Chile [Relative of employee Services 525 Soc. S y S Ingenieria Ltda. 79.592.060-9 Chile [Relative of Director’s Services 329 Sociedad Contractual Minera El Abra. 96.701.340-4 Chile [Associate Supplies 82 – Softline International Chile SPA 76.232.892-5 Chile ¡Relative of Director’s Supplies 4 Symnetcs S.A. 77.812.640-0 Chile [Relative of employee Services – 3,374 Tecno Fast S.A. 76.320.186-4 Chile [Relative of employee Services 75,789 44 041 Termoequipos SpA 78.123.830-9 Chile [Relative of employee Supplies 2 117 Veolia Soluciones Ambientales Chile S.A. 77.441.870-9 Chile [Relative of employee Supplies 28 17,103 Worley Ingenieria y Construcción Chile SPA 96.588.850-0 Chile [Relative of employee Services 66,043 –
F-258
Corporación Nacional del Cobre de Chile
b) Key Management of the Corporation
In accordance with the policy established by the Board of Directors and its related regulations, the transactions with the Directors, the Chief Executive Officer, Vice Presidents, Corporate Auditor, the members of the Divisional Management Committees and Divisional General Managers shall be approved by the Board of Directors.
During the years ended December 31, 2023 and 2022, the members of the Board of Directors have received the following amounts as per diems, salaries and fees: dd | 117 har he a mail y Artana DN tir rod dé | == 5 A => . ña .
a S kh > E hí J str el MEP .h
: ñ . Su la LAST dd q.
¡ > tal , Pm i ‘ ñ TE a . . Y sde bl di Ep h mi E
SS a Co A + mM NM E E a ra hs e AL mr ú PEZ PTA AR Pa e TR A
The Ministry of Finance through Supreme Decree No. 233, dated February 09, 2022, established the compensation for the Corporation’s Directors. The compensation to Board of Director members is as follows:
a. The Directors of Codelco will receive a fixed monthly compensation of Ch$4,413,071 (four million four hundred thirteen thousand seventy-one Chilean pesos) for meeting attendance. The payment of the monthly compensation requires at least one meeting attendance each month.
b. The Chairman of the Board will receive a fixed monthly compensation of Ch$8,826,140 (eight million eight hundred and twenty-six thousand one hundred and forty Chilean pesos).
c. Each member of the Directors Committee, whether the one referred to in Article 50 bis) of Law No. 18046 or another established by the Corporation by-laws, will receive a fixed additional monthly compensation of Ch$1,471,022 (one million four hundred and seventy- one thousand and twenty-two Chilean pesos) for meeting attendance, regardless of the number of committees of which they are members. In addition, the Chairman of the Directors Committee will receive a fixed monthly compensation of Ch$2,942,047 (two million nine hundred and forty-two thousand- and forty-seven-pesos Chilean pesos).
d. The compensation established in the legal text is effective for a period of two years, as from March 1, 2022, and will not be adjusted during said period.
F-259 Corporación Nacional del Cobre de Chile
On the other hand, the short-term benefits to key management of the Corporation expensed during the years ended December 31, 2023 and 2022, were ThUS$ 13,603 and ThUS$ 13,368, respectively.
The methodology to determine the remuneration of key management was approved by the Board of Directors at a meeting held on January 29, 2003.
During the years ended December 31, 2023, severance payments and other payments associated with the retirement of Codelco’s senior executives were ThUS$ 2,414. (For the period January – December 2022 they were ThUS$ 1,501).
There were no payments for other non-current benefits during the years ended December 31, 2023 and 2022, other than those mentioned in the preceding paragraph.
There are no share-based payment plans.
c) Transactions with companies in which Codelco has ownership interest
The Corporation undertakes commercial and financial transactions that are necessary for its activities with its subsidiaries, associates and joint ventures (related parties). The financial transactions correspond mainly to loans granted (mercantile current accounts).
Commercial transactions with related companies mainly consist of purchasessales of products or rendering of services carried out under market conditions and prices, which do not bear any interest or indexation.
The Corporation does not make allowances for doubtful accounts on the main items receivable from its related companies since these have been subscribed with the relevant safeguards in the respective debt agreements.
The detail of accounts receivable and payable between the Corporation and its related parties as of December 31, 2023 and December 31, 2022 is as follows:
Accounts recelvable from related entities:
E met el ara el ita ALP CR e E
Crue duos os ITA ]
11-51-50 GIAN A JLS
E | ó 1
Taijapió 0 Ma ar
2- A E a. 1 = ho a 5h iaa i “a | A ja E ra A EF pS
Ln ES
F-260 Corporación Nacional del Cobre de Chile 1
Accounts payable to related entities:
Lares A
Tapapr Úl ls hare a Manara cl Hadid barcas diia 6430 | 03 lA = ñ a ‘ | mi i O | FI ALE A llo Atos A] ia | Jr 17 dot ‘ ora] lr a Ub Lar de 3 mii bn 154 érad pes do ara rs ds ¿lan ln Lar ras E 25 5 EA cara Vero 2 de a | a. 4! li. (ht 2140)
The following table sets forth the transactions carried out between the Corporation and its related entities during the years ended December 31, 2023 and 2022 are detailed below:
1-1-2023 1-1-2022
12-31-2023 12-31-2022
Effect on Effect on
Taxpayer ID No. Company Transaction description Country Currency Amount income Amount income (charge)credit (charge)credit
ThUS$ ThUS$ ThUS$ ThUS$
96.801.450-1 [Nuevo Cobre S.A. (Ex – Agua de la Falda S.|Sales of services Chile CLP 2 2 2 2
96.801.450-1 [Nuevo Cobre S.A. (Ex – Agua de la Falda S.[Contribution Chile US$ 245 – 257
77.762.940-9 [Anglo American Sur S.A. Dividends received Chile US$ – – 138,445 –
77.762.940-9 [Anglo American Sur S.A. Product sales Chile US$ 36,058 36,058 52,307 52,307
77.762.940-9 |Anglo American Sur S.A. Other sales Chile CLP 1,581 1,581 3,614 3,614
77.762.940-9 [Anglo American Sur S.A. Product purchase Chile US$ 666,321 (666,321) 781,019 (781,019)
76.063.022-5 |Inca de Oro S.A. Payments on account of the company Chile CLP 137 – 125 (8)
77.781.030-K |Kairos Mining Services Chile CLP 11,262 (11,262) 11,064 (11,064)
77.781.030-K |Kairos Mining Sales of services Chile CLP 1 1 1 1
76.255.054-7 – |Planta Recuperadora de Metales SpA Services Chile US$ 22,570 (22,570) 23,045 (23,045)
76.255.054-7 – [Planta Recuperadora de Metales SpA Other sales Chile CLP 7,405 7,405 6,347 6,347
76.255.054-7 – [Planta Recuperadora de Metales SpA Product sales Chile CLP 144 144 305 305
96.701.340-4 [|Soc. Contractual Minera El Abra Dividends received Chile US$ – – 25,174 –
96.701.340-4 [|Soc. Contractual Minera El Abra Product purchase Chile US$ 418,651 (418,651) 383,923 (383,923)
96.701.340-4 [Soc. Contractual Minera El Abra Product sales Chile US$ 24,771 24,771 65,461 65,461
96.701.340-4 [Soc. Contractual Minera El Abra Other sales Chile US$ 1,493 1,493 1,501 1,501
96.701.340-4 [|Soc. Contractual Minera El Abra Commissions received Chile US$ 123 123 112 112
96.701.340-4 [|Soc. Contractual Minera El Abra Other purchases Chile US$ 1,055 (1,055) 447 (447)
d) Additional information
The purchasesales of products transactions with Anglo American Sur S.A., are regular business activity transactions to buysell copper and other products. On the other hand, there are certain transactions related to the contract entered into with the subsidiary Inversiones Mineras Nueva Acrux SpA (whose non-controlling shareholder is Mitsui) and Anglo American Sur S.A., under which the latter agreed to sell a portion of its annual copper output to sald subsidiary.
F-261 Corporación Nacional del Cobre de Chile
4. Inventories
Inventories as of December 31, 2023 and December 31, 2022 are detailed as follows: o O +. E nie ERAS | 10M 12118 | 124130)
| 1453. | TÍ 54 ALES FPALES earn: Da, ME se! 254 341 Sutaccad Mesabed produca ret l 11550, cd 4 ¡Produc mn porvom el 114540 454 14f| 0] Sabor: product to pocas, nal A Lo Han a Llosa T Er Ni Ma Arz cria Va ARA niñ 1 (77 Pl Subla maió la re máreb el iria rá É 24,337 ra 115 2 o [Tecla ionirtalaran A TA MU MA
Inventories recognized in cost of sales during the years ended December 31, 2023 and 2022, correspond to finished products and amount to ThUS$13,277,319 and ThUS$12,262,740 respectively, which do not consider the cost of processing services of ThUS$24,673 and ThUS$21,912, respectively.
For the years ended December 31, 2023 and 2022, the Corporation has not reclassified strategic inventories to Property, Plant and Equipment.
The reconciliation of changes in the allowance for obsolescence is detailed below: | ‘ 3 ¡Morement obrolescence proripion 12:31.2023 | 12.11.4027 | | 1OS | eS ¡Opening balaros (172,P64J (164,591) Decre) rom de A (6 sia! (613 ¿Closing balinca lo GATOS (172.764)]
During years ended December 31, 2023 and 2022, inventory write-offs of TNUS$13,248 and ThUS$13,287, respectively, were recognized.
At December 31, 2023 the provision for net realizable value of copper and its effect on income was ThUS$ 36,645 and a profit of TRUS$17,889 respectively (loss of ThUS$45,397 for the same period 2022). As of December 31, 2022, the net realizable value provision was ThUS$54,535.
As of December 31, 2023 and 2022, there are no unrealized gains or losses recognized for purchase and sale transactions of inventories with related parties.
As of December 31, 2023 and 2022, there are no inventories pledged as security for liabilities.
F-262 Corporación Nacional del Cobre de Chile
5. Income taxes and deferred taxes
a) Deferred tax assets and liabilities
Deferred taxes are presented in the Statement of Financial Position as follows:
Delerred lane” 124-2023 | 123102
— AB O A Nor curra aso 103530 as 709 Nan corren habeas 3241500 851 508 ¡Total deferred taxes nel 8,138,770 8.366.223
The following table shows the deferred tax opening, net, classified as assets or liabilities according to the nature of the temporary differences:
IDeterred tas aqseta 12-34-2023 | 4231-2022 | TrusS TL Eoanora 178R 284 1,544,045 | Tom horas 570,179 117004 Coriracs dor Fa ngrito yoo arsots 11,546 | 400 Cia 10843: 2416 Total deferred tar auseta 2,166 854 |,359 065 ¡Deferred taz liabilrties 12:31:2023 | 12.31.2022 TEISS THU Accalarnied despracañon 6 ¿2H 007 or 7 Gharge e properly plant ard opa rre 1395156: EST AGa Yao 00 mann actrady e gls 5 mM? Earl valve el aquel mera olaa 158 545 163000 Piensa moon Les ol orina PA FR 19:07 Hodara der 33.114 56 7248 Valubos cfewvenranos mdd 222 OO TOO AA Total delerred taa Mabilties 10,525,144 | +0.355,788 [Onlarad tazos a a rl ¡Cama May Puig ¡Debra bereld para
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Corporación Nacional del Cobre de Chile
c) Composition of income tax (expense)
1.1-2023 1.1-2032 Compeosition 12-31-2073 | 12.31.2022 A – PLE ss Dironidd Vii Ote tr 100 577 (11 TON Curr Laa 0x parties (24-37 (222477 Ciara ! (14) 11H Total income tar [enpense]| 165,916 (1,133,670)
d) The following table sets forth the reconciliation of the effective tax rate:
S=Ñ ALE ME E Tun Pain y 3% nn 250, Ha Apta dd ab Focal Telop Fa Hch Nu | MN Pili ed mb em ill rr yr La e 11 a a on ¡A 1 rar , J ful dd e vr SR o da da ani [orar Pa E AM dd FI PU el lA vd a end da TUF A ¡a Tato e ¡rl O pd 30 ME Y A A -* É A TA A Mpal i H 1 us da MEN PAM ¿5 Cope > er dl Pad Pa galo dy lr ql a A . E.
TOTAL COME Ta EFI DL JS [30 M4 140914 1p 3944 PEA larga Fan Br TU + LITA my; cd 1H Trata A TALES TMUAa TINE CaLAA Tu TL E a al ro e La Oi A A Fer ara Fri, A E e, E ab La el rn Cra “ada pu PO an 1 y EE ¿54 MELLA gn 18 ¡Eb lr ha o 14 y a Ml RA ra ao O A La ME e FLA! Ca RL ME l Fa Pai Ed – Es cr roo a DA m1 JE E O O AAA AAA Fl! A NN am É 1 ae sd Lal 1 100 A dl pra ¡41 Kia TOTAL mCCAlE Tas O CI
The Corporation has applied a rate of 25% to calculate deferred income tax and first category income tax. As a state company, the Corporation is classified as those companies of article 14 letter G of the Income Tax Law, incorporated in the Tax Reform Law No. 21210 of February 24, 2020, maintaining the General Regime of Taxation. Meanwhile, the national subsidiaries and associates, by default, have applied the Partially Integrated taxation system with a rate of 27% for both years. Foreign subsidiaries and associates have applied the tax rates in force in their respective countries.
Article 2 of Decree Law No. 2398 establishes an additional 40% income tax rate on the Corporation’s taxable income plus the share of retained earnings of companies not organized as corporations or joint stock companies and the dividends actually received from the latter.
F-264 Corporación Nacional del Cobre de Chile
On September 2, 2020, Law No. 21256 was published in the Official Journal, for the tax measures that are part of the emergency plan for economic reactivation. According to Article No. 3, added Article No. 23 bis of Law No. 21210, incorporating a temporary depreciation regime that allows full and instant depreciation of fixed assets and that is in force for acquisitions carried out between September 1, 2020, and December 31, 2022.
As a state company, the Corporation as a taxpayer that pays taxes based on effective income and complete accounting, availed itself of the indicated benefit as of tax year 2022.
Mining Taxes
On August 10, 2023, Law No. 21,591 on Mining Royalty was published in the Official Gazette, effective as of January 1, 2024.
The law establishes that the new mining royalty tax is comprised of two components: The ad valorem component and the mining margin component. The ad valorem component corresponds to 1% of copper sales and applies to miners whose copper sales represent more than 50% of total sales. The mining margin component applies a rate of between 8% and 26% on mining operating margins in the range of 20% to 80%. The compound base of the mining margin component is determined in a manner similar to the current Specific Tax on Mining Activities (IEAM). For this portion the Corporation will continue to assess deferred taxes. In addition, the regulation establishes a Maximum Potential Tax Burden, which will adjust the Mining Royalty tax, in the event that it exceeds 46.5% of the Adjusted Taxable Mining Operating Income.
A rate of 5% has been determined for the last year of application of the IEAM. Similarly, an average deferred tax reversal rate of 8% has been estimated for the mining margin component of the new Mining Royalty.
The IEAM, contained in the Income Tax Law, is repealed as of January 1, 2024. This is in line with the entry into force of the Mining Royalty, which introduces a new mining taxation as of the same date.
F-265 Corporación Nacional del Cobre de Chile
6.
Current and non-current tax assets and liabilities
The current tax balance is presented net of monthly provisional payments as an asset or llability in Current Taxes determined as indicated in section Il. Main accounting policies,
2.K):
12-31-2023 | 12-31-2022 Ll E bax maneta ds ThUSS ThUSS Recoverable bue. 250 10,225! Total current tax a250ts 2620 10,226 | . 12-34-2023 | 1231-2022 Current tax liabilities E 2 muss | Tmuss Prov PRA 11,183 ¿4.415 [sar prowson 32% 19H! Total current tax llabilitles 14414 46,305
12-34-2023 | 42-34-2022 Han ttax assets | dis Inuiss Thlis$ [Noncurnónt ta essols ero] BEI [Total non-current tan assets 875604 | 748614
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Corporación Nacional del Cobre de Chile
7. Property, plant and equipment
a) The items of property, plant and equipment as of December 31, 2023 and December 31, 2022, are as follows:
Propeiao, pon ana equrperca, quese My ‘ mua | Tmus5 Mata prograr PAra] 446730 Laa rodó] 2 Euakbraa 066007 | OBELAN O a ae | ITACMAT | TULTE ZO leniris Pira pr daran hero! “PE 2321 4da | A A Ó AADT 5500,463f a01016 a cperor HA DS | 1070 Mira dir A Ll A OS ITA Tot property ¡Asma equipar gros Ar 169.070 | 61019645 ¿plat avd o jurpirta. sec ima Dep la 0 EE ESTA O FOO ] e cr] ma pre 3,44 11% l 1661.930 A Ae AMET] MATA FSUTEO pr lp 30587. | An ME mir vdisabil] ¡0739545 mprorera= jan 4451,400 | 397.041 Ling OOETTIOA ¡AA | TADA Laa ANOTAR 15513 “25 AE ar ad o A A | 1714.00 | Yi VR M REPENTE A TALE cos IA ppnos TASA | MA sa] ar intra imasri] 10 RL O Up AAETOSA | MATA Penn pr ja $42… | |B7a Mor Vórcas MOI] azi Pro El mn Ad E o A 350513 ¿141 5D0k Mrs Pena SABEMOS | AED MI E -E E Jotal propedty ¡uan and equipar, Far j Marian] 10 10516
F-267 Corporación Nacional del Cobre de Chile
b) Movements in property, plant and equipment ie ros ¡ms e
A A od A A E
A A Ad ml el ño pp pin pan
Mar | pe mr a A a e da a a A Ap q] O A Ls ai A A A, A, la An E carencias: amg TN A IS AA NT a dd AS is E Sis PA a E TI E IP AA ITA A TE a a a A A PI A A A ts lr o e rl A a ar pr a e Á
– pr sal Satanas 13-11-00]
F-268 Corporación Nacional del Cobre de Chile
C)
The balance of construction in progress is directly associated with the operating activities of the Corporation and relates to the acquisition of equipment for projects in construction and associated costs for their completion.
The Corporation has signed insurance policies to cover the possible risks to which the various property, plant and equipment items are subject, as well as the possible claims that may arise for the period of its activities. Such policies sufficiently cover the risks to which they are subject in Management’s opinion.
Capitalized interest costs during the years ended December 31, 2023 and 2022 amounted to ThUS$ 246,136 and ThUS$289,501, respectively. The annual capitalization rate was 4.70% and 4.36% at December 31, 2023 and 2022, respectively.
Expenses on exploration and drilling of deposits recognized in profit or loss and the cash outflows disbursed for the same concepts are presented in the following table: ¡Expenditura on maplocasión and dilling rescévolra | 412023 | 1-1-2022 | 12-31-2033 | 123172 Ln == === _ US Y THIS ¡heal momo for Pi pemnox] mA | 5457 asta ya es E 200 6 04
The detail of “Other assets” under “Property, plant and equipment” is as follows: ¡Other anses, nal | | ABN |
E E OA + AT ¡Mer propos Porn 1 purchaso dl Ac Araoz: an SA 2 000
Vademeces el és a 7 3H M5 Tira 5 A ICF =] A VE TU al ni ¡07 ñas 1 | ¡Other asseta, net | UA] |
The Corporation currently has no ownership restrictions relating to assets belonging to Property, plant and equipment, except for leased assets whose legal title corresponds to the lessor.
Codelco has not pledged property, plant and equipment as collateral for debt obligations.
In accordance with the provisions of section !!. Significant accounting policies 2 ¡), relating to Impairment of property, plant and equipment and intangibles assets, and as indicated in note 21 Asset impairment, as of December 31, 2022, the Corporation recorded an impairment of the value of the Ventanas Smelter assets in the amount of ThUS$89,410 before tax.
F-269
Corporación Nacional del Cobre de Chile
8. Leases
8.1 Right-of-use assets
As of December 31, 2023 and December 31, 2022, the breakdown of the right of use asset category ¡s: ñ AA A Lara THUSS ThUSS ¡Ripiri-ol- use asuets, 0012 Basa] 922637 ¡Fight-gl-ues meseta, tevcumulatad depreciati A AA ¡Total réghi-of-wve ascota mel E
Movements for the years ended December 31, 2023 and year ended December 31, 2022 are as follows: ¡Recuncilatios o clincges. a Riga al meca Anuets im tores al US] VHusE. us Opening bidanoe 40564); 361,539 ER ¿OLD (Pipi (HAL 1150 204) e IA e YA AT PANG ll (7 44r) ‘Aebesmecta rgilobus eupeta 15427 ‘ Total innuemante 507 44104 ¡Ciosing balanze 10075 RAS The composition by asset class is as follows: Righi-aluve dels, net dy al ci 12-31-2973 | 1231-4007 ¿Enabilng AN] 048 ¡Lara 230 Hr Par arde pra? ENS 338 | 174 584 ¿Fcehrma and ftinga 5513 3.807 ¡Motor “atLeios 121563) 201874 e ¿0 SAA (Fotad – – A 5
F-270
Corporación Nacional del Cobre de Chile
8.2 Liabilities for current and non-current leases
As of December 31, 2023 and December 31, 2022, the payment commitments for leasing operations are summarized in the following table: | Pi ! 1 . Pots M7 – – – o . – o – A a A CTRA 1] rin AS ua VISTA E uh > TIMES | PRA) CI | A MISS Hi E2 Lie ta 07 H5 Al S A 5 a hor] 5] hreoro Far DE pr Ud EF LO | ió AT 7 Mons e aro Pus lp o e rn 111 sta (14 SE Al AN 12 5d E a dp o an MS a Blas! EEE m2 unuU FI208 (la lA ud E PLA AL qe a] ” | Al AL! haga d aos po E Ar 1 65d | ME JAR rra] ño dl 03d [pmoce fic 5 pues | FE | AR BM CAR | || GP MA Total a Ha Ar JA PEA EA ¡28,1 101.8
Leasing operations are generated by service contracts, mainly for facilities, buildings, plants and equipment.
The expense related to short-term leases, low-value assets and variable leases not included in the measurement of lease liabilities, during the years ended periods ended December 31, 2023 and 2022, Is presented in the following table:
112023 | 14120 | ¡Lao 0LpOnsO 1231-2073 12312077 | Fil 159 Adel [53 [Shar barro beer UAB] – 565 A 4.146 7 EA EE A TI E | TOTAL o OB] 919,500]
9. Investments accounted for using the equity method
The value of the investment and the accrued results of investments accounted for using the equity method are presented below:
Share of Investment value Accrued Result Currency 1-1-2023 1-1-2022 Associates Taxpayer ID No. | Functional | 12-31-2023 | 12-31-2022 | 12-31-2023 | 12-31-2022 | 12-31-2023 | 12-31-2022 % % ThUS$ ThUS$ ThUS$ ThUS$ Nuevo Cobre S.A. (Ex – Agua de la Falda] 96.801.450-1 USD 42.26% 42.26% 4,769 4,682 (157) (304) Anglo American Sur S.A. 77.762.940-9 USD 29.50% 29.50% 2,147,507 2,827,106 (676,921) 43,069 Inca de Oro S.A. 73.063.022-5 USD 33.85% 33.85% 12,399 12,506 (107) (162) Kairos Mining S.A. 76.781.030-K USD 40.00% 40.00% 99 44 – – Minera Purén SCM 76.028.880-2 USD 35.00% 35.00% 3,538 3,339 199 (535) Planta Recuperadora de Metales SpA 76.255.054-7 USD 34.00% 34.00% 18,396 16,346 2,064 1,863 Sociedad Contractual Minera El Abra 96.701.340-4 USD 49.00% 49.00% 679,990 663,300 16,804 8,060 TOTAL 2,866,698 3,527,323 (658,118) 51,991
F-271 Corporación Nacional del Cobre de Chile
a) Associates
Nuevo Cobre S.A. (Former Agua de la Falda S.A.)
On November 8, 2023 the strategic association between Codelco and Nuevo Cobre S.A.
(Former Agua de la Falda S.A.) was formalized.
As of December 31, 2023, Codelco holds a 42.26% ownership interest in Nuevo Cobre
S.A. (Former Agua de la Falda S.A.), with the remaining 57.74% owned by Minera Rio Tinto.
The corporate purpose of this company is to exploit deposits of gold and other minerals, in the Atacama region of Chile.
Sociedad Contractual Minera El Abra
Sociedad Contractual Minera El Abra was Incorporated in 1994. As of December 31, 2023, Codelco holds a 49% ownership interest, with the remaining 51% owned by Cyprus El Abra Corporation, a subsidiary of Freeport-McMoRan Copper é. Gold Inc.
The company business activities involve the extraction, production and selling of copper cathodes.
Sociedad Contractual Minera Purén
As of December 31, 2023, Codelco holds a 35% ownership interest, with the remaining 65% owned by Compañía Minera Mantos de Oro.
This company’s corporate purpose is to explore, identify, survey, investigate, develop and exploit mining deposits in order to extract, produce and process minerals.
Inca de Oro S.A.
On September 1, 2009, Codelco’s Board of Directors authorized the incorporation of a new company aimed to develop studies allowing the continuity of the Inca de Oro Project, which is a wholly-owned subsidiary of Codelco.
December 31, 2023, Codelco holds a 33.85% ownership interest in this company (PanAust IDO Ltda. has 66.15%).
Planta Recuperadora de Metales SpA
On December 3, 2012, Planta Recuperadora Metales SpA was incorporated by Codelco, with 100% ownership held by the Corporation.
F-272 Corporación Nacional del Cobre de Chile
In 2014, LS-Nikko Copper Inc. was incorporated into the ownership of this company.
As of December 31, 2023, Codelco holds a 34% interest in the capital stock of Planta Recuperadora de Metales SpA, with control remaining with LS-Nikko Copper Inc. based on the elements of control described in the shareholders’ agreement.
The principal business activity of the company is the processing of intermediate products of the refining and processing of copper and other metals aiming to recover copper, other metals and other sub products, their transformation to commercial products and the selling and distribution of all classes of goods or inputs derived from such process.
Anglo American Sur S.A.
The principal activities of the Company are the exploration, extraction, exploitation, production, processing and trading of minerals, concentrates, precipitates, copper bars and all metallic and non-metallic minerals, all fossil substances and liquid and gaseous hydrocarbons. This includes the exploration, exploitation and use of all natural energy sources capable of industrial use and the products or by-products obtained, as well as any other related, connected or complementary activities on which the shareholders agree.
On August 24, 2012, Codelco recognized the acquisition of ownership interest in Anglo American Sur S.A. which resulted in the initial recognition of the cost of the investment for TRhUS$ 6,490,000 that corresponded to the proportionate share (29.5%) of the net fair value of the identifiable assets and liabilities acquired.
In determining the share of the fair value of the identifiable assets and liabilities acquired, the Corporation considered the resources and mineral reserves that could be measured reliably. As part of this updating process, and applying the valuation criteria indicated above, the fair value of the assets acquired and liabilities assumed of Anglo American Sur S.A. as of that date amounted to US$ 22,646 million, which in the proportion acquired by Inversiones Mineras Becrux SpA (29.5%) results in an investment at fair value of US $ 6,681 million at the acquisition date.
The allocation of the purchase price at fair value between the identifiable assets and llabilittes was prepared by management using its best estimate and considering all relevant and available information at the acquisition date of Anglo American Sur S.A.
F-273 Corporación Nacional del Cobre de Chile
The Corporation used a discounted cash flows model to estimate cash flow projections, based on the life of mine. These projections were based on estimated production and future prices of minerals, operating costs and capital costs, among other estimates made at the date of acquisition. Additionally, proven and probable resources to explore were not included in the mine plan, therefore, they were valued separately using a market model. Such resources are included in item “Mineral Resources.
As of December 31, 2015, the Corporation identified indicators of impairment in the operating units of Anglo American Sur S.A. Consequently, and with the purpose of making the corresponding adjustments to the investment in this associate, the Corporation estimated Its recoverable amount, considering the additional value of the assets identified at the date of acquisition of the investment.
In determining the recoverable amount, the Corporation applied the methodology of fair value less costs of disposal. The recoverable amount of the operating units was determined based on the life of mine by using a discounted cash flow model whose main assumptions included ore reserves declared by the associate, copper price, supply costs, foreign exchange rates, discount rate and market information for the long-term asset valuation. The discount rate used was an annual rate of 8% after taxes.
Furthermore, the resources not included in the mining plan (LOM) have been valued using a multiples market approach for comparable transactions. Such methodology Is consistent with the methodologies used at the acquisition date, which is described in the previous paragraph.
As of December 31, 2023, control on Anglo American Sur S.A. Is held by Inversiones Anglo American Sur S.A. with 50.06%, while one of the companies that make up the non- controlling interest is Inversiones Mineras Becrux SpA., which is controlled by Codelco with 67.80% of the shares, and which exercises significant influence over Anglo American Sur S.A. with 29.5%.
As of December 31, 2023, the Corporation performed an evaluation of the value of its Investment in the associate Anglo American Sur S.A. and determined that the recoverable amount of the asset Is less than the carrying value recorded, recognizing an impairment of ThUS$ 522,448, which is recognized under the caption*Equity in earnings (losses) of associates and joint ventures accounted for using equity method in the statement of comprehensive income for the year 2023. The aforementioned impairment loss resulted from lower than projected production and cost performance.
The recoverable amount of the investment in the associate was calculated using the fair value methodology less costs of disposal. The recoverable amount of the operating assets was determined based on the life of mine by using a discounted cash flow model whose main assumptions included ore reserves declared by the associate, copper price, supply costs, foreign exchange rates, discount rate and market information for the long- term asset valuation. The discount rate used was an annual rate of 6.77% after taxes.
Furthermore, the resources not included in the mining plan (LOM), as well as the potential
F-274 Corporación Nacional del Cobre de Chile resources to explore, have been valued using a multiples market approach for comparable transactions.
Subsequent to the recognition of the equity in earnings (losses) of the associate as detailed above, no indications are observed that would require additional impairment of the recoverable amount of the investment held in Anglo American Sur S.A.
Kairos S.A.
As of December 31, 2023, the control of the company lies in Honeywell Chile S.A. which owns 60% of the shares while Codelco owns the remaining 40%.
The purpose of the company is to provide automation and control services for industrial and mining activities and to provide technology and software licenses.
The following tables present the assets and liabilities as of December 31, 2023 and December 31, 2022 of investments in associates, as well as the main movements and their respective results during the years ended December 31, 2023 and 2022.
Assets and liabilities 12-31-2023 | 12-31-2022 ThUS$ ThUS$ Current assets 1,724,855 2,014,837 Non-current assets 6,290,388 6,048,672 Current liabilities 1,144,753 1,188,578 Non-current liabilities 2,296,791 2,146,339
1-1-2023 1-1-2022 Profit (loss) 12-31-2023 | 12-31-2022 ThUS$ ThUS$ Revenue 3,270,948 3,572,351 Ordinary expenses (3,417,008)| (3,376,515) Profit for the period (146,060) 195,836
1-1-2023 1-1-2022 Movement Investment in Associates 12-31-2023 | 12-31-2022 ThUS$ ThUS$ Opening balance 3,527,323 3,546,011 Contribution 245 257 Dividends (65,445) Net income for the period (45,031) 51,991 Impairment Anglo American Sur S.A. (522,448) – Royalty effect on Anglo America Sur S.A (90,639) – Comprehensive income (2,794) (5,268) Other 42 (223) Closing balance 2,866,698 3,527,323
The following tables detail the assets and liabilities of the significant associates as of December 31, 2023 and 2022, as well as the main movements and their respective results during the years ended December 31, 2023 and 2022:
F-275 Corporación Nacional del Cobre de Chile
Anglo American Sur S.A.
; pedi abi (211-483 | 121-2022 | BASE | TMUSI ¡Curerai meet aeñ.000 | 125063 dor yr als 555 050 4 20 00 ¡Curia habiles 1 007 10 1005 447 Arcor Bridas | 10001. 1454
112033 | 41-402
Prod [a ) EIA | 12312027 lb | TAS Tm a E A A Ina pra ana CUNA ar ¿581.844) (Prodé los ln peral (060 06] 176 6%
Sociedad Contractual Minera El Abra
Arrwis ar abia 12:38-2093 | 12342072 | TH | THU dd tilda ra 1e F5 1431 A 16714510 LA A Cinrer il dir PA 150 ARS Mon inent ibas | dl 10
100-2023 | 1-4-2022 Prolk losa) 12-31-2073 1231.2072 FOES | THUSS$ ¡Eioarrise 2 4 | 170-840 COTA baca dd CHAN A A A ¡OD AR ¡Poda fo as pessoal . E hi 4287
b) Additional information on unrealized profits
Codelco carries out copper purchase and sale operations with Sociedad Contractual Minera El Abra. As of December 31, 2023 and 2022, the value of finished products under the Inventories caption did not present balances for unrealized profit provision.
As of December 31, 2023 and 2022, the Corporation has unrealized gains on the purchase of LNG terminal use rights from Sociedad Contractual Minera El Abra. balance of ThUS$ 2,123 and ThUS$ 3,920, respectively.
c) Share of profit or loss for the period
The income before tax corresponding to the proportion on the income of Anglo American Sur S.A. recognized for the year ended December 31, 2023 was a loss of ThUS$ 54,897.
Codelco also recognized an adjustment to such income corresponding to the depreciation and write-offs of the fair values of the net assets of such company originated at the acquisition date which resulted in a lower income before tax of ThUS$ 8,937. In addition, Codelco recognized a loss of ThUS$90,639 for the deferred tax liability associated with the effect of the new Royalty Law (Law No. 21591) ) on the aforementioned fair values of the net assets and an impariment loss of ThUS$ 522,448. Those adjustments are deducted
F-276 Corporación Nacional del Cobre de Chile from “Equity in earnings (losses) of associates and joint ventures accounted for using the equity method” in the consolidated statement of comprehensive income.
The income before tax corresponding to the proportion on the income of Anglo American Sur S.A. recognized for the year ended December 31, 2022 was a profit of TRUS$ 52,107 while the adjustment to such income corresponding to the depreciation and write-offs of the fair values of the net assets of such company recognized at the acquisition date, resulted in a lower income before tax of ThUS$ 9,038 and is being deducted from Equity in earnings (losses) of associates and joint ventures accounted for using the equity method” in the consolidated statement of comprehensive income.
10. Subsidiaries
The following tables set forth a detail of assets, liabilities and profit (loss) of the Corporation’s subsidiaries, prior to consolidation adjustments: ¡0 pr rv | or: cuerarí pasota ¡Corte hablo A
Prodit (doma | ¡Cednory capear añ cite ¡Pre ll Lite
MIE _ ThUSS
1.3-2023
12.11.2023
197046 (7 D62 469) ¡53 O
F-277 e
12-31-2003 | TausS | e 07 |
448 081 | 157 REE | Di a y
Po. 2127
12.31.2072 muss | ETA (152 AA) ‘
Se 1 |
Corporación Nacional del Cobre de Chile a_1
11. Current and non-current financial assets
Current and non-current financial assets included in the statement of financial position are as follows:
1111.00 A
Clara catión e alte el rta pais e e Pr PAS pul A hterba vob or des HL abi ias | Croramnry | COREA La LA JS hitos AUS FHLISS LO 60 CA AS Mal MTM (540 01] Prats añito rl ara de A A 3505 655 Mr – retrocede E “Lira d ed a ¿Aé Pi ¿id A a 3) 455 Mor ¿mel s=rcals Di reddai] prdde e 37d a al rl ira Ferro d bars url eco does 5 E ab 1ETADE TOTAL O , | Mar] AAA]
12-31-2022
Atfair value Total financial
Classification in statement of financial position through profitor | Amortized cost Hedging derivatives assets loss Metal futures | Cross currency contracts swap ThUS$ ThUS$ ThUS$ ThUS$ ThUS$
Cash and cash equivalents 26,806 999,921 1,026,727 Trade and other current receivable 2,422,067 964,718 3,386,785 Non – current receivable 88,906 88,906 Current receivable from relates entities 31,756 31,756 Non – currentreceivable from related entities 224 224 Other current financial assets 1,364 87 1,451 Other non – current financial assets 4,983 100,535 105,518 TOTAL 2,448,873 2,091,872 87 100,535 4,641,367
As of December 31, 2022, the balance of the caption Other financial assets, current includes ThUS$ 1,315 invested in term deposit instruments with a maturity of more than 90 days.
– – Fair value through profit or loss: As of December 31, 2023 and December 31, 2022, this category includes unfinished product sales invoices. Section 11.2.g.
– – Amortized cost: lt corresponds to financial assets held within a business model whose objective is to hold financial assets to collect contractual cash flows that are solely payments of principal and interest on the principal outstanding. These assets are not quoted in an active market.
F-278 Corporación Nacional del Cobre de Chile
The effects on profit or loss recognized for these assets are mainly from financial income and exchange differences from balances denominated in currencies other than the functional currency.
No material impairments were recognized in trade and other receivables.
– – Derivatives for Hedging: Corresponds to the balance for changes in the fair value of derivative contracts to cover existing transactions (cash flow hedges) and that affect profit or loss when transactions are settled or when, to the extent required by accounting standards, a compensation effect is charged (credited) to the income statement. The detail of derivative hedging transactions is included in the Note 28.
As of December 31, 2023 and December 31, 2022 there were no reclassifications between the different categories of financial instruments.
12. Other financial liabilities Other financial liabilities consist of loans with financial institutions and bond issuance obligations, which are recorded by the Corporation at amortized cost using the effective interest rate method.
The following tables set forth other currentnon-current financial liabilities:
12-31-2023 ltems Current Non-current Hedging Total Hedging Total Amortized cost| derivatives Amortized cost| deriyatives ThUS$ Thus5 ThUus5$ Thus$ Thuss5 Thus5 Loans from financial entities 16,190 16,190 1 464,557 | 454 857 Bond obligatons 719,049 – 719049 17 998:006 17 398 006 Hedamg obliastions – 116,862 116,882 5,603 5,603 Other financial habilibes – – 80.551 – 60 651 Total 135,239 116,882 852,121 19,543. 514 5 603 19,549 117
12-31-2022 Items Current Non-current Hedgin Hedain Amortized cost dricadas sa Amortized cost Es Tokal Thuss$ ThUuSs5 ThUsS$ THuUSS Russ Thus5 Loans from financial entities 955 9545 970,160 3970 150 Bond obhgatons 452 154 – 452 154 15,527 518 15,527 518 Hedamnmg obligstions – 9,738 9.738 127,786 127,786 Other fimancial hrabrlitles – – – 53 559 – 63 699 Total 460,699 9,738 470,437 16,561,337 127 786 16,689,123
F-279
Corporación Nacional del Cobre de Chile
Bond obligations:
On May 10, 2005, the Corporation issued and placed bonds in the domestic market for a nominal amount of UF 6,900,000 of a single series labeled Series B, which consists of 6,900 bonds for UF 1,000 each. These bonds are payable in a single installment on April 1, 2025, at an annual interest rate of 4% and semi-annual interest payments.
On September 21, 2005, the Corporation issued and placed bonds in the U.S. market under Rule 144-A and Regulation S, for a nominal amount of ThUS$500,000. These bonds are payable in a single installment on September 21, 2035, at an annual interest rate of 5.6250% and semi-annual interest payments.
On October 19, 2006, the Corporation issued and placed bonds in the U.S. market under Rule
144-A and Regulation S, for a nominal amount of ThUS$500,000. These bonds are payable in a single installment on October 24, 2036, at an annual interest rate of 6.15% and semi- annual interest payments.
On July 17, 2012, the Company issued and placed bonds in the U.S. market under Rule 144- A and Regulation S, for a nominal amount of ThUS$2,000,000. These bonds are payable in two installments. The first tranche on July 17, 2022 in the amount of ThUS$1,250,000 at a 3% annual interest rate. Principal repayments of this tranch were made on August 22, 2017 for ThUS$412,514, February 6, 2019 for ThUS$314,219, October 8 and 22, 2019 for ThUS$106,972 and ThUS$3,820, respectively, December 16, 2020 for ThUS$83,852 and June 17, 2022 for the remaining final balance. The second tranche matures on July 17, 2042 and is in the amount of ThUS$750,000 at an annual interest rate of 4.25%.
On August 13, 2013, the Corporation issued and placed bonds in the U.S. market, under Rule
144-A and Regulation S, for a nominal amount of ThUS$750,000, payable in a single Iinstallment on August 13, 2023, at an annual Interest rate of 4.5% and semi-annual interest payments. On August 22, 2017, February 12 and February 26, 2019 and October 8 and 22, 2019 principal in the amounts of ThUS$162,502, ThUS$228,674 and ThUS$270, ThUS$23,128 and ThUS$555 respectively, was paid. On May 6, 2020, the remaining principal due was increased for a nominal amount of ThUS$131,000, reaching a total of ThUS$465,871 with an annual coupon of 4.50%. Principal was paid on the amounts of ThUS$ 79,688 on December 16, 2020, ThUS$ 157,965 on October 22, 2021 and for the remaining balance of ThUS$ 228,818 on August 13, 2023.
On October 18, 2013, the Corporation issued and placed bonds in the U.S. market, under Rule
144-A and Regulation S, for a nominal amount of ThUS$950,000, payable in a single installment on October 18, 2043, at an annual interest rate of 5.625% and semi-annual interest payments.
On July 9, 2014, the Corporation issued and placed bonds in the international financial markets, under Rule 144-A and Regulation S, for a nominal of EUR$600,000,000, payable in a single installment on July 9, 2024, at an annual interest rate of 2.25% and annual interest
F-280 Corporación Nacional del Cobre de Chile payments. On October 22, 2021, capital was amortized in the amount of ThREUR$200,116, reaching a total of ThEUR$399,884.
On November 4, 2014, the Corporation issued and placed bonds in the U.S. market, under Rule 144-A and Regulation S, for a nominal amount of ThUS$980,000, payable in a single Iinstallment on November 4, 2044, at an annual interest rate of 4.875% and semi-annual Interest payments.
On September 16, 2015, the Corporation issued and placed bonds in the U.S. market, under Rule 144-A and Regulation S, for a nominal amount of ThUS$2,000,000, payable in a single Iinstallment on September 16, 2025, at an annual interest rate of 4.5% and semi-annual interest payments. On August 22, 2017 and February 12, 2019, principal was paid for an amount of ThUS$378,655 and ThUS$552,754 respectively. On December 22, 2020, capital was amortized in the amount of ThUS$392,499. On January 7, 2021, capital was amortized in the amount of ThUS$5,000. On October 22, 2021, principal was amortized in the amount of ThUS$273,867, reaching a total amount of ThUS$397,235.
On August 24, 2016, the Corporation issued and placed bonds in the domestic market for a nominal amount of UF 10,000,000 of a single series labeled Series C, which consists of 20,000 bonds for UF 500 each. These bonds are payable in a single installment on August 24, 2026, at an annual interest rate of 2.5% and semi-annual interest payments.
On August 1, 2017, the Corporation issued and placed bonds in the North American market, under standard 144-A and Regulation S, for a total nominal amount of ThUS$ 2,750,000. One portion corresponds to an amount of ThUS$ 1,500,000, maturing on August 1, 2027 with an annual coupon rate of interest of 3.625% and semi-annual interest. On December 22, 2020 and January 7, 2021, principal was paid in the amount of thUS$ 227,154 and ThUS$5,000 respectively. The other portion contemplates a maturity date of August 1, 2047, corresponding to an amount of ThUS$ 1,250,000 with an annual coupon of 4.5% and semi-annual interest payments.
On May 18, 2018, Codelco issued a bond for US$600 million with 30-year maturity in the market of Formosa, Taiwan. The bond issued Is denominated in US dollars, had a yield of
4.85% and a prepayment option at the issue value that can be exercised from the fifth year onwards at its par value.
On February 5, 2019, the Corporation issued and placed bonds in the North American market, under Rule 144-A and Regulation S, for a total nominal amount of ThUS$1,300,000, which maturity will be 5 February 2049 with a coupon of 4.375% per annum and interest payments on a semi-annual basis.
On July 22, 2019, the Corporation made a bond issue and placement, Regulation S, for a nominal amount of AUD $ 70,000,000, whose maturity will be in a single installment on July 22, 2039, with a coupon of 3.58% annual and Interest payment annually.
F-281 Corporación Nacional del Cobre de Chile
On August 23, 2019, the Corporation made a bond issue and placement, Regulation S, for a nominal amount of ThUS$130,000, whose maturity will be in a single installment on August 23, 2029, with a coupon of 2.869% annual and Interest payment semiannually.
On September 30, 2019, the Corporation made an Issue and placement of bonds in the North American market, under rule 144-A and Regulation S, for a total nominal amount of ThUS$2,000,000 whose maturity will be, under one tranche, on September 30, 2029 corresponding to an amount of ThUS$1,100,000 with a 3% annual coupon. The other tranche contemplates a maturity on January 30, 2050, corresponding to an amount of ThUS$900,000.
On January 14, 2020 and October 22, 2021, a capital increase was made for a nominal amount of ThUS$1,000,000 and ThUS$780,000, respectively, reaching a total amount of ThUS$2,780,000 with a coupon of 3.70% per annum.
On November 7, 2019, the Corporation made a bond Issue and placement, Regulation S, for a nominal amount of HKD$ 500,000,000, whose maturity will be in a single installment on November 7, 2034, with a coupon of 2.84% annual and interest payment annually.
On January 14, 2020, the Corporation issued and placed bonds in the North American market, under rule 144-A and Regulation S, for a nominal amount of ThUS $ 1,000,000, the maturity of which will be in a single installment on 14 January 2030, with a coupon of 3.15% per annum and payment of interest every six months.
On May 6, 2020, the Corporation issued and placed bonds in the North American market, under Rule 144-A and Regulation S, for a nominal amount of ThUS$800,000 whose maturity will be in a single installment on January 15, 2031, with a coupon of 3.75% per annum and Interest paid every six months.
On December 14, 2020, the Corporation carried out an Issuance and placement of bonds in the North American market, under standard 144-A and Regulation S, for a total nominal amount of ThUS$500,000 whose maturity will be in a single installment on January 15, 2051, with a coupon of 3.15% per annum and interest payment on a semi-annual basis.
On February 2, 2023, the Corporation issued and placed bonds in the North American market, under Rule 144-A and Regulation S, for a total nominal amount of TRUS$ 900,000 whose maturity will be in a single installment on February 2, 2033, with a coupon of 5.125% per annum and interest paid every six months.
On September 8, 2023, the Corporation issued bonds in the U.S. market under Rule 144-A and Regulation S for a total nominal amount of ThUS$2,000,000 maturing on January 8, 2034 for an amount of ThUS$1,300,000 with a coupon of 5.95% per annum, and on September 8, 2053, for an amount of ThUS$700,000 with a coupon of 6.30% per annum. Both notes contemplate semiannual interest payments.
As of December 31, 2023 and 2022, the Corporation is not required to comply with any financial covenants related to borrowings from financial institutions and bond obligations.
F-282 Corporación Nacional del Cobre de Chile e
– Financial debt commissions and expenses:
Transaction costs incurred in obtaining financial resources are deducted from the loan proceeds and are amortized using the effective interest rate.
F-283 Corporación Nacional del Cobre de Chile
As of December 31, 2023, the details of loans from financial institutions and bond obligations are as follows:
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Nominal and effective interest rates presented above correspond to annual rates.
F-284 Corporación Nacional del Cobre de Chile
As of December 31, 2022, the details of loans from financial institutions and bond obligations are as follows: a tadas A ole Fai Pic Paja Meta Fat | al rta
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F-285 Corporación Nacional del Cobre de Chile
The undiscounted amounts that the Corporation will have to disburse to settle the obligations with financial institutions, are as follows:
12-31-2023 CURRENT NON-CURRENT Name Type of Interest rate Interest rate Type of Less than: Over Total One to Three to Over Total non- creditor currency effective nominal amortization 90 days 90 days current three years five years five years current Banco Latinoamericano de Comercio US$ 7.10% 6.87% Semi-annual 5,236 5,236 85,400 – 85,400 Export Dev. Canada US$ 6.84% 6.78% Quarterly 5,087 15,261 20,348 40,696 315,261 355,957 Export Dev. Canada US$ 7.03% 6.85% Quarterly 5,198 15,652 20,850 41,700 341,757 – 383,457 Export Dev. Canada US$ 7.13% 6.87% Quarterly 5,264 15,679 20,943 41,772 41,829 315,393 398,994 Export Dev. Canada US$ 7.32% 7.03% Quarterly 8,987 26,765 35,752 71,309 71,407 651,702 794,418 BONO 144-A REG.S 2025 US$ 4.74% 4.50% Semi-annual 8,938 8,938 17,876 415,111 – 415,111 BONO 144-A REG.S 2027 US$ 4.18% 3.63% Semi-annual 22,980 22,980 45,960 91,919 1,313,805 – 1,405,724 BONO REG.S 2029 US$ 2.97% 2.87% Semi-annual 1,865 1,865 3,730 7,459 7,459 133,730 148,648 BONO 144-A REG.S 2029 US$ 3.14% 3.00% Semi-annual 16,500 16,500 33,000 66,000 66,000 1,133,000 1,265,000 BONO 144-A REG.S 2030 US$ 3.28% 3.15% Semi-annual 15,750 15,750 31,500 63,000 63,000 1,047,250 1,173,250 BONO 144-A REG.S 2031 US$ 3.79% 3.75% Semi-annual 15,000 15,000 30,000 60,000 60,000 875,000 995,000 BONO 144-A REG.S 2033 US$ 5.27% 5.13% Semi-annual 23,063 23,063 46,126 92,250 92,250 1,107,563 1,292,063 BONO 144-A REG.S 2034 US$ 6.09% 5.95% Semi-annual 25,783 77,350 103,133 128,917 154,700 1,712,533 1,996,150 BONO 144-A REG.S 2035 US$ 5.78% 5.63% Semi-annual 14,063 14,063 28,126 56,250 56,250 696,875 809,375 BONO 144-A REG.S 2036 US$ 6.22% 6.15% Semi-annual – 30,750 30,750 61,500 61,500 746,000 869,000 BONO 144-A REG.S 2042 US$ 4.41% 4.25% Semi-annual 15,938 15,938 31,876 63,750 63,750 1,196,250 1,323,750 BONO 144-A REG.S 2043 US$ 5.76% 5.63% Semi-annual 53,438 53,438 106,875 106,875 1,751,563 1,965,313 BONO 144-A REG.S 2044 US$ 5.01% 4.88% Semi-annual – 47,775 47,775 95,550 95,550 1,744,400 1,935,500 BONO 144-A REG.S 2047 US$ 4.73% 4.50% Semi-annual 28,125 28,125 56,250 112,500 112,500 2,318,750 2,543,750 BONO 144 REG.S 2048 US$ 4.91% 4.85% Semi-annual 14,550 29,100 43,650 58,200 58,200 1,167,450 1,283,850 BONO 144-A REG.S 2049 US$ 4.97% 4.38% Semi-annual 28,438 28,438 56,876 113,750 113,750 2,465,938 2,693,438 BONO 144-A REG.S 2050 US$ 3.92% 3.70% Semi-annual 49,580 49,580 99,160 198,320 198,320 4,811,940 5,208,580 BONO 144-A REG.S 2051 US$ 3.72% 3.15% Semi-annual 7,875 7,875 15,750 31,500 31,500 854,375 917,375 BONO 144-A REG.S 2052 US$ 6.40% 6.30% Semi-annual 22,050 22,050 88,200 88,200 1,802,500 1,978,900 Total ThUS$ 312,984 587,171 900,155 2,191,928 3,513,863| 26,532,212| 32,238,003 BONO BCODE-B 2025 U.F. 3.24% 4.00% Semi-annual 138,000 138,000 276,000 7,038,000 7,038,000 BONO BCODE-C 2026 U.F. 1.78% 2.50% Semi-annual 124,228 124,228 248,456 10,496,913 10,496,913 Total U.F. 262,228 262,228 524,456 17,534,913 17,534,913 Subtotal ThUS$ 10,999 10,999 21,998 735,473 735,473 | BONO 144-A REG.S 2024 EUR 2.47% | 2.25% Anual 408,881,390| 408,881,390 – – Subtotal ThUS$ 452,202 452,202 – – – – | BONO REG.S 2039 AUD 3.65% | 3.58% Anual 2,506,000 2,506,000 5,012,000 5,012,000| 97,5566,000| 107,590,000 Subtotal ThUS$ 1,712 1,712 3,424 3,424 66,653 73,501 | BONO REG.S 2034 HKD 2.920 | 2.84% Anual 14,238,904 14,238,904 28,400,000 28,438,904| 585,238,904| 642,077,808 Subtotal ThUS$ 1,823 1,823 3,636 3,641 74,932 82,209 Total ThUS$ 323,983 1,053,907 1,377,890 2,934,461 3,520,928| 26,673,797 33,129,186
Nominal and effective interest rates presented above correspond to annual rates.
F-286
Corporación Nacional del Cobre de Chile
12-31-2022 CURRENT NON-CURRENT Creditor Type of Interest rate Interest rate Type of Less than: Over Total One to Three to Over Total non- name currency effective nominal amortization 90 days 90 days current three years five years five years current Banco Latinoamericano de Comercio US$ 6.60% 6.38% Semi-annual – 4,849 4,849 9,711 79,809 89,520 Export Dev. Canada US$ 5.85% 5.80% Quarterly 4,350 13,049 17,399 34,798 330,448 – 365,246 Export Dev. Canada US$ 5.73% 5.57% Quarterly 4,227 12,680 16,907 33,951 33,905 316,999 384,855 Export Dev. Canada US$ 5.83% 5.59% Quarterly – 8,476 8,476 34,045 33,999 338,098 406,142 BONO 144-A REG.S 2023 US$ 4.37% 4.50% Semi-annual 5,135 233,353 238,488 – – BONO 144-A REG.S 2025 US$ 4.74% 4.50% Semi-annual 8,938 8,938 17,876 432,986 – 432,986 BONO 144-A REG.S 2027 US$ 4.18% 3.63% Semi-annual 22,980 22,980 45,960 91,919 1,359,765 – 1,451,684 BONO REG.S 2029 US$ 2.97% 2.87% Semi-annual 1,865 1,865 3,730 7,459 7,459 137,459 152,377 BONO 144-A REG.S 2029 US$ 3.14% 3.00% Semi-annual 16,500 16,500 33,000 66,000 66,000 1,166,000 1,298,000 BONO 144-A REG.S 2030 US$ 3.28% 3.15% Semi-annual 15,750 15,750 31,500 63,000 63,000 1,078,750 1,204,750 BONO 144-A REG.S 2031 US$ 3.79% 3.75% Semi-annual 15,000 15,000 30,000 60,000 60,000 905,000 1,025,000 BONO 144-A REG.S 2035 US$ 5.78% 5.63% Semi-annual 14,063 14,063 28,126 56,250 56,250 725,000 837,500 BONO 144-A REG.S 2036 US$ 6.22% 6.15% Semi-annual – 30,750 30,750 61,500 61,500 776,750 899,750 BONO 144-A REG.S 2042 US$ 4.41% 4.25% Semi-annual 15,938 15,938 31,876 63,750 63,750 1,228,125 1,355,625 BONO 144-A REG.S 2043 US$ 5.76% 5.63% Semi-annual 53,438 53,438 106,875 106,875 1,805,000 2,018,750 BONO 144-A REG.S 2044 US$ 5.01% 4.88% Semi-annual – 47,775 47,775 95,550 95,550 1,792,175 1,983,275 BONO 144-A REG.S 2047 US$ 4.73% 4.50% Semi-annual 28,125 28,125 56,250 112,500 112,500 2,375,000 2,600,000 BONO 144 REG.S 2048 US$ 4.91% 4.85% Semi-annual – 29,100 29,100 58,200 58,200 1,196,550 1,312,950 BONO 144-A REG.S 2049 US$ 4.97% 4.38% Semi-annual 28,438 28,438 56,876 113,750 113,750 2,522,813 2,750,313 BONO 144-A REG.S 2050 US$ 3.92% 3.70% Semi-annual 49,580 49,580 99,160 198,320 198,320 4,911,100 5,307,740 BONO 144-A REG.S 2051 US$ 3.75% 3.15% Semi-annual 7,875 7,875 15,750 31,500 31,500 870,125 933,125 Total ThUS$ 238,764 658,522 897,286 1,732,064 2,932,580| 22,144,944| 26,809,588 BONO BCODE-B 2025 U.F. 3.24% 4.00% Semi-annual 138,000 138,000 276,000 7,314,000 – 7,314,000 BONO BCODE-C 2026 U.F. 1.78% 2.50% Semi-annual 124,228 124,228 248,456 496,913 10,248,457 10,745,370 Total U.F. 262,228 262,228 524,456 7,810,913 10,248,457 18,059,370 Subtotal ThUS$ 10,758 10,758 21,516 320,436 420,435 740,871 | BONO 144-A REG.S 2024 LO EUR | 247% | 2.25% Anual 8,997,390| 8,997,390| 8,997,390| 399,884,000 408,881,390 Subtotal ThUS$ – 9,629 9,629 9,629 427,960 – 437,589 | BONO REG.S 2039 | AUD | 3.65% | 3.58% Anual 2,506,000 2,506,000 5,012,000 5,012,000| 100,072,000| 110,096,000 Subtotal ThUS$ – 1,707 1,707 3,414 3,414 68,170 74,998 | BONO REG.S 2034 | HKD | 2.92% | 2.84% Anual 14,200,000 14,200,000 28,438,904| 28,400,000 599,477,808| 656,316,712 Subtotal ThUS$ – 1,820 1,820 3,646 3,641 76,855 84,142 Total ThUS$ 249,522 682,436 931,958 2,069,189 3,788,030| 22,289,969| 28,147,188
Nominal and effective interest rates presented above correspond to annual rates.
F-287 Corporación Nacional del Cobre de Chile
The following table details the changes in CODELCO’s liabilities classified as financing activities in the statement of cash flows, including changes in cash and non-cash changes for the years ended December 31, 2023 and year ended December 31, 2022:
1] 0 | 0 = Ú Eb 7 | pg Pas harirrgo En ra | yr Cr ir] AAKk ETA | ¿ld Bs | a | | a ¡1 ON e a, L – a . ñ | 6 Fan .u A a na | ! Tena l- | MTL] Ub TL ab AE |] HA Eb Muirol q alo 64 Mo: dl all | EEE | Lar ln in! Ho] | 1 a] H EA leeré ALAS MEN AL Sos Adi pl ii Midas | 1 hs LL a] AN E AE big) cdi an | | an are Hs ie ed lazl sr cl e? | ! A (FREE rl Via tad | a if ¡ Hama JE dd Sn | oi | 15m 10 | bo es]
|. | ba a | | Ta a pr | n| | 10m | Al
13 . 0 WEN 0 . . u “DF == o ao mn er ml 0 e Wu 0 sl .. Na “dl Me kb Per] | 11M IFC | ICAA 1 EN dad LA HL ES | Y ml e pa md a dh gon ter ad Ple | i T | | , Fra A a H A A ¡| Lunas ira | | | PARE Pr | PP | Am Fi, ¡ CS pu PEE tal ] AA AP ss L al dl im | TT ri ua ij TM | Fil 31 a] AN resi . ap E A A A A A A | TÁ | ml $ má | Em | Lo rat br PR, LE! Ep 0 mar | E E 8 ‘al FI ERA prep sip E d sE ñ| a | Li 17] A ¡fa pal 019 TE A 514) | a | Ar sir rE | ea 5 y di “wr ia poÓ | my “MN 100 ¡hw | tl $11) A | LES Ll pa 1 ” e a ad ¡ ted ¡ar Md Pri dm LN ucr ¡add ULA Ñ
(1) The finance costs consider the capitalization of interest, which, as of December 31, 2023 and 2022, amounted to ThUS$ 246,136 and ThUS$ 289,501 respectively.
13. Fair Value of financial assets and liabilities
The carrying amount of financial assets is a reasonable approximation to their fair value, therefore, no additional disclosures are required in accordance with IFRS 7.
Regarding financial liabilities, the following table shows a comparison as of December 31, 2023 between the carrying amount and the fair value of financial liabilities other than those whose carrying amount is a reasonable approximation of fair value:
Comparian bocá value vs lalr valun i al 31, 2023 o: fo] Bok value | Falr value Ta ae… | mus | THIS Foleracial Laila il | Bond pbigalona ]__ Amoduedcost | 107155] 10409628) |
F-288 Corporación Nacional del Cobre de Chile
14, Market value hierarchy for items at market value
Each of the market values calculated for the Corporation’s portfolio of financial instruments is supported by a calculation methodology and data inputs. An analysis of each of these methodologies has been carried out to determine to which of the following levels they can be assigned:
Level 1 corresponds to fair value measurement methodologies using market shares (unadjusted) in active markets to which the Corporation has access at the measurement date and considering identical Assets and Liabilities.
e Level 2 corresponds to fair value measurement methodologies using quoted market price data, not included in Level 1, that are observable for the Assets and Liabilities measured, either directly (prices) or indirectly (derived from prices). For hybrid contracts without finalized price: sales of metals with provisional prices for the period are adjusted to the market price at the end of the period. Gains and losses arising from the market valuation of open sales are recognized through adjustments to revenue in the income statement and to trade accounts receivable in the balance sheet. The forward prices at the end of the period are used for the sales of copper. These forward prices are quoted market prices on the LME. For currency swaps: they are valued using a discounted cash flow analysis valuation model that includes observable credit spreads and using the yield curve applicable over the life of the instruments.
Level 3 corresponds to fair value measurement methodologies using valuation techniques that include data on the Assets and Liabilities valued, which are not based on significant observable market data.
Based on the methodologies, inputs, and definitions described above, the following market levels have been determined for the Corporation’s portfolio of financial instruments held as of December 31, 2023:
Financial assets and liabilities at fair value | -31-2023 classified by hierarchy 16 91:20 Level 1 Level 2 Level 3 Total ThUS$ ThUs$ ThUS$ Thus$ Financial assets: Aybnd contracts with non-finalized price : 2,061,267 – 2,061,267 Cross currency swap – 101.760 – 101.760 Mutual funds shares 24.421 – . 24 427 Metal futures contracts 5 – z 5 Financial liabilities: Metal futures contracts 3310 1577 4 881 Gross CUMENCcCy swap – 117,598 – 117,598 here were no transfers between the different levels of market hierarchy for the reporting period.
F-289 Corporación Nacional del Cobre de Chile
15. Trade and other accounts payable
a. Details of trade accounts payable, sundry accounts payable and other current accounts payable are shown in the following table:
Current Llabilitios len 12-31-2023 | 12-31-3072 THUS$. [| -THUSS
Trade csociors (562166) — 155427 ¡Poyables do arrployoss 2:50 20:50 Wetsitcldangs 105.542 54 742 Without Lane 24251 18 265 Ofvar accounts payatdo 22001 A] Tobal 1,769,850 | 775,538
Trade creditors mainly include operating accounts payable, and obligations associated with investment projects.
b. The following is a schedule of maturities of payments to trade creditors as of December 31, 2023, and December 31, 2022:
PA a li – E e o AN loc dd] YM A e! – le e – ¡7 A 1 d ma ur = au ao 15 HiTH ui bam PS 1 1% TH al ¡Ming CAE un! Hidd E usa TER] Y A] ALE | be (des cs Decemgos 14 200 AS A tl a e ln Enap | 1-7? Ni de TY el 0 Ma Tak st
– : 2 ás a l=] E] E y 151 ¡ ed MIE uE [ATT +L¡r NS e Y] did: 3104 13 340 dy Me _E Ll O a ! A nl Es tas PE 4 Hub La A! . lA ol qa] [fa ad Decammbmer DA, PEZ | A RA l E el Caco le re e das ld Meda] UA vi $ .15 | 5 WM |[Mais=| Fil a
– Ha AE ira ru 15,04 TE AA PEE] PA $ uri ALE Ot masa] um u as] | ar.
di ol Dope 14 LAA LOTT, de A É – . 1 Hi pri paa Ma A “.E | úl 2 [Misñi]| Tail – me y O O O A TT TN AT 1054 HL h ER ar ad + a al e A A PA O Tune 20 ds 30H 1 ¿a? y] Mii A
F-290 Corporación Nacional del Cobre de Chile
16. Other provisions
The detail of other current and non-current provisions at the dates mentioned is as follows: ¡Diher provisiona ¡Current Meira |
12-39-3003 1211-0688 | 12312020 IEM-ME | Mus$ ThUS$ Thii8s THUuS$ ¡Sale ru prescra [)i 651 ti | 575505 | Doradng (2) 500 1554 | La Mo. 13156 111,735 1 E ¡De pom 450% 34.004 511 na | ¡Lito DECIA añ MSI AON (| o al EEN | page procesos? A A ii Total | 395 4059 161,655 ¿132,64 AEREAS
(1) Corresponds to provisions for purchases and services relating to the operation, not billed at year-end.
(2) Corresponds to sales-related accruals, which includes charges for freight, loading, and unloadino.
(3) Corresponds to provisions for future closure costs related mainly to tailings dams, mine site closures and other assets. This cost value is calculated at discounted present value, using flows associated with plans with an evaluation horizon ranging from 10 to 60 years. The rates used to discount future cash flows are calculated based on the Life of Mine “LOM of each of the operations, distinguishing rates in UF for those obligations in Chilean pesos and rates in
U.S. dollars for those obligations in U.S. dollars. These discount rates include the risks associated with the liability being determined, except those included in the cash flows.
Below is a table with the discount rates used:
Division EE | 12-31.2027 Local Currency | Doblar Currency ‘ Local Currency | Dollar Gurrery
Ciabriels Mead | 2] |] EA Arda 240% 4 250% 105% 158% [Iknestrr, Halen FAL 147% 15% 21% Chuuacamada 270 Ja [| 46% 218 [Fuetoeriro Tomic ¿1 E E ¿15% Bin ¿20% 315% 1 hb TO Térirra ¿14% 114 165% ES echas ¿ue Es, MU OL Mid
The Corporation determines and recognizes this liability in accordance with the accounting policy described in Note 2, letter p) on Significant Accounting Policies.
F-291
Corporación Nacional del Cobre de Chile
The movement in Other provisions, non-current was as follows:
1.121 LIRA
13-1-903 113 Mi lioiniaN srl A A A ii Di oi bimráill o ono cone E O AL, O AL A TH : AE A LS E 1 E cs al e A pm . pa a e E-, Lo e 05 17%, DA Ji AAA E EE EJ A que FO E I TA Parr 121] A + i | daa! dla ri Te Sal Tarta [ MEAR FEE 13H Esa | A Ed
17. Employee benefits
a. Provisions for post-employment benefits and other long-term benefits
Provision for post-employment benefits mainly corresponds to employee severance indemnities and medical care plans. The provision for severance indemnities recognizes the contractual obligation that the Corporation has with its employeesretirees. The provision for medical care plans recognizes the contractual obligation that the Corporation has with its retirees to cover their medical care costs. Both benefits operate within the regulatory framework set forth in the collective bargaining or other agreements between the Corporation and its employees.
These provisions are recorded in the statement of financial position at the present value of the estimated future obligations. The discount rate used is determined based on the rate of financial instruments corresponding to the same currency in which the obligations will be paid and with similar maturities.
The defined benefit obligations are denominated in Chilean pesos; therefore the Corporation is exposed to foreign exchange rate risk.
The results arising from adjustments and changes in actuarial variables are charged or credited to the statement of comprehensive income for the period in which they occur.
During the year ended December 31, 2023, there were no relevant modifications to the post- employment benefit plans.
F-292 Corporación Nacional del Cobre de Chile
The following actuarial assumptions were used in the actuarial calculation of the defined benefit plans: ¡Assumplioas (| ama | 1302 Rebrement | adrenal Medi par bísalifi pio an | -) Pan -= Are nominal tiscouni rata E dd 5 44% 5 330 5 II
Vontary Anrua tumover Hale lor Relrement (Hen) 5 30% 5 30% 5 10% 5 10% Votailay Ancud Tumover Rate lor Relrement (Woment| 560% 5 E 8 00% 000%
Salwry Inciso (rod anual vorpal A 55% d 54%
Fubira ute dl hop] derribada 100% 3.005 100% 100% [Expectod mflabon healih cart rabo 578% 4 40% ¡Mortally Libia Led or pengchona CORA VANCBADAVZO CRIA VIA 0014-4414 ¡Puranige durabon ol futuro cost horers (ye 0rs] 10:56 17 8.50) 1540 Expeciod Rebmtnert Ape (Wien 50 60 64) ED Expected Hebrenmen Age (Women! dll sy da) si
The discount rates correspond to the rates in the secondary market of government bonds issued in Chile. The projected annual inflation corresponds to an awareness above the long- term target publicly declared by the Central Bank of Chile and is derived from the market expectation as of December 31, 2023. The rotation rates have been determined after reviewing the Corporation’s own experience by studying the cumulative behavior of outflows over the last three years with respect to the current allocations. The expected rate of salary increases has been estimated using the long-term behavior of historical salaries paid by the Corporation. The mortality tables used were those issued by the CMF, which are considered an appropriate representation of the Chilean market given the lack of comparable statistical series to develop independent studies. The financial duration of the liabilities corresponds to the average maturity of the payment flows of the respective defined benefits.
b. The detail of current and non-current provisions for employment benefits as of the dates mentioned is as follows: ¡Employee benefis provisions Cr — Hon-current
12-31-2023 | 12-34-2022 | 12342023] 12-34-2022
A | m6us5 | thuss | tius5 | This9
Employors colectivo bargem agromuerás 138,808 196.256 [Severance edemas 31.475 200 585 198 57 178
Bons 39,209 50, 15% – 7 .
Wacabor 178193 175 B57
Medal car peograms (1] 154 93 452423 463.883
Rebrement plana (2) 19,844 04-654 ¿TO ¿703
Citer 20,85 1234 2107 1.405 == ota [asno] pam] 1053430] 1041117]
F-293
Corporación Nacional del Cobre de Chile
The reconciliation of the balances of the provisions for post-employment benefits is presented below:
1-1-2073 | 1-1-2072 [testa | taa0ra Movenonrte Reliroimeans : | Rama |
m. Heahih plan plo Hesñh plan | | Fl 0 | THiz3 | THLISZ | MEE; 0 ¡Upana a buno MA EE 304 200 | – 651401 | 181 655 | ¡San el MG | PA | IE dB | PA ¿e lñ manco com 10,255 | a, 0 14,247 H ¡643 Pasd cocdsbubam Ha PI! El 343| 131 1 | 40 0465) lAu hamad an] e H EU d 11 152 173] 61 407 utstotal 631 656 | 447 00753 | $93.510 | 426 715 (elias) Lores con fc meter rate | GAGO BB] (NM 701] [Cloaing balancs _6aro2aT as2an1T sonara 064,206.
The balance of the defined benefit liability as of December 31, 2023, comprises a portion of ThUS$ 31,425 and ThUS$ 394 for the severance indemnity and the medical care plan, respectively. As of December 31, 2024, a balance of ThUS$ 668,758 has been projected for the provision for severance indemnities and ThUS$ 447,590 for health benefits The flows of compensation payments during the next twelve months reach an expected monthly average of ThUS$ 2,619 for severance indemnities and ThUS$ 33 for health benefit plans.
The technical revaluation of the liability (actuarial gainloss defined under lAS19) for severance indemnities and health plan benefits as of December 31, 2023 has been performed with a charge to equity, which is broken down into an actuarial gain of ThUS$ 34,330 for severance indemnities and actuarial loss of TRUS$ 4,112, for the health plans.
The following is a review of the sensitivities of the provisions, when going from a medium scenario to a low or high scenario with unitary percentage variations, respectively, and both effects of reduction or increase on the book balance of these provisions: iran La a e A A IE lA e I Fu AA ¿Pú A dr di 5 i q a E dE Ol
Drragracda afitct d Meet Ue | ¿500% | CEDUEA 500 | o | ca
A o A 5 1 A A 1% ed A Viper 1 a aan 7 a 1 n 70% 0:70 ¡So o perreo A 08 ¿54 00rta | UFIÚ | 1 EPR
PierrE Da aa is mail A ¡dd qe HTA PCR Ps y ‘ ga MA
c) Provisions for early retirement plans and termination bonuses
In accordance with its operating optimization programs to reduce costs and increase labor productivity by incorporating new current technologies andor better management practices, the Corporation has established employee retirement programs by amending certain employment contracts or collective union agreements to include benefits encouraging
F-294 Corporación Nacional del Cobre de Chile
18.
employees to early retire, for which the necessary provisions are made based on the accrued obligation at current value.
As of December 31, 2023 and as of December 31, 2022, there is a current balance of ThuS$ 13,844 for early retirement and conflict termination bonuses of which ThUS$64,654 respectively. Related non-current balances amount to ThUS$7,701 and ThUS$7,703, respectively. These amounts have been determined using a discount rate equivalent to that used for calculating employee benefits provisions and whose outstanding balances are part of the balances as of December 31, 2023 and as of December 31, 2022.
d) Employee benefits expenses
The employee benefit expenses recognized classified by nature are as follows: | 1-1-2023 | 121-7077 Esperas Ey Matire 01 Employon Esradity 12.31.2073 12. J4.P022 Thuss THLrESb ¡Honoris – Short dr 1577 757 | ld ADA ¡Boruiti Pus emplea ¡FUE 135208 ¡Enr?p rbererrará pr amd coca inn bon 44 Hb 7555 Eo Ll ! 657 | 147 489 | Total 1,713289 | 156233 740
Equity
The Corporation’s total equity as of December 31, 2023 is ThUS$ 11,046,649 (ThUS$ 11,654,565 as of December 31, 2022)
In accordance with article 6 of Decree Law No. 1350 of 1976, it is established that, before March 30 of each year, the Board must approve the Corporation’s Business and Development Plan for the next three-year period. Taking that plan as a reference and keeping in mind the Corporation’s balance sheet for the immediately preceding year and aiming to ensure ¡ts competitiveness before June 30 of each year the amounts that the Corporation shall allocate to the formation of capitalization funds and reserves shall be determined by decree from the Ministries of Mining and Treasury.
Net income shown in the Statement of Financial Position, after deducting the amounts referred to in the previous paragraph, shall belong to the State and become part of the Nation’s general Income.
On June 22, 2022, the Ministry of Finance agreed with the Corporation to a four-year average reinvestment plan of 30% of profits between 2021 and 2024, which will significantly contribute to the financing of Codelco’s investment plan, while considerably reducing its debt requirements. Consistent with the above, on the same date the Ministry of Finance issued exempt decree No. 194 authorizing the Corporation to allocate up to ThUS$582,750 of the net income from the balance sheet for the year 2021. In accordance with the provisions of exempt decree No. 4 of January 2023, these resources will be paid against the profits of 2022 and
F-295
Corporación Nacional del Cobre de Chile
2023, prior to the absorption of the excess of anticipated dividends of previous years and the interim dividends of 2022.
On July 17, 2023, the Ministry of Finance issued exempt decree No. 238 authorizing the Corporation to allocate up to ThUS$103,677 of the net income shown in the 2022 balance sheet to capitalization and reserve funds, which will be charged against the income for 2023 and subsequent years, until that amount is reached, and the final amount will be determined and recorded once the 2023 accounting period is closed and the final income for the year is known.
As of December 31, 2022, a capitalization and reserve fund has been created amounting to ThUS$345,589. During 2023, no new capitalization and reserve fund was created.
As of December 31, 2023, the Corporation has a balance in favor of advance dividends paid in prior years in excess of distributable earnings of ThUS$509,843. As of December 31, 2023 and December 31, 2022, there are no dividends payable.
In the months of May and June 2022, dividends totaling ThUS$ 259,900 have been paid.
The Consolidated Statement of Changes in Equity discloses the changes in the Corporation’s equity.
The movement and composition of other equity reserves is presented in the Consolidated Statement of Changes in Equity.
Reclassification adjustments from other comprehensive income to income for the years meant a profit of ThUS$ 620 and a profit of ThUS$ 980 during years ended December 31, 2023 and 2022, respectively.
a) Other reserves
Details of other equity reserves are shown in the following table, according to the dates indicated for each case.
| 2IFRA | MILAA res LN
Dihet triácaté rs tj mn A ira Ad ¡7 O ¡argo dl a ho Paijós 1
Cata dal al tere 5 A 5) XAO BE) APEETEE O ALN A an ¡o A
A SA A A A 12d 7 bl SE
Parra UL IAN Fa
Teñel othar resarrén A EA
F-296 Corporación Nacional del Cobre de Chile
b) Non-controlling interests
The detail of non-controlling interests, included in total equity and total profit or loss, as of the dates mentioned, is as follows:
Companies Hon-comrotdea te enta Pref
12-11-2033 12-11-1077 12-3120033 11-31-1103 1-1-4075 1-1-2077
12342071 123107
En –
A A 0 O RO A A 4 ira apotaa E A 1 AA rad A ARA 500 Fl BO] yal añ
Vera $35 54 A o
The percentage of non-controlling interest over equity of Inversiones Mineras Becrux SpA generates a non-controlling interest in the subsidiary Inversiones Gacrux SpA. which summarized financial information is as follows:
Avnata and abilitica sumo | 11102 THU. ThiS3 atte aaa EE) 4 155 14 a TTD FE A 19 Er 119 ua lic ln Lp E AE 2 17 Predit (loss) 1.-1.2023 112027 12313073 12-31-1022 | rusa ThusS Pues 73 E8+ EE La a ar a al (1351583 [448 7281 Liresh dr e ra ELA 9 dá Cash fica 1.2023 11.027
1211-0713 1231-1077 ThLI54 THuS4 Mel al. hor lr fuel PO AA ¡AA 15671 a had ab leg lor japo 1 red] ip da (254 | [Net conto Ben Ber jue descarta | RARO par
F-297 Corporación Nacional del Cobre de Chile
19. Revenue
Revenues from ordinary activities for the years ended December 31, 2023 and 2022, were as follows:
Men 1-1.2635 11-202 | 12-31-2023 12-31-2022 ThuEs ThLS$ ernus omsales ol ue conper 14.148 741 MES? AE
Fiori denres salsa el rel party copos 1.673.065 | 35 Ad |Revenos om sd dl mod bdaraor 913.762 35 881 ¡Rerora porn sales chatiar producta 5d 127 6% 707 ¡Prodi (loss; mm Láses maral d ¿00 1d 35d] | Total 16,393,325 | 17,018,409 |
The Corporation’s revenue ¡is recognized at a point in time.
The breakdown of revenue is presented in explanatory note No.24 Operating Segments.
20. Expenses by nature
Expenses by nature for the years ended December 31, 2023 and 2022, were as follows:
1.1:2073 1.A1-D0EZ Hom 12-31-2023 12-11.2077 rn muss IBhcet scams han bos lo drid 0 (1 57? 75 [| 420 458) | Lac del 03501 | PP lArmoritzatic ñ (¿Al (1 Fita Mieres 7 404.523] 2,0140) ¡Miliradá consumábess nd 0tbars IEA (0,000 2231 | Tata! (13,£47,01 31| (£2,804,1 TE
(1) Depreciation includes the expense of Property, plant and equipment and right-of-use assets (see note 7b and note 8.1).
21. Asset impairment
As indicated in note 29 letter b) point x), the corporation made progressed in cease operation of the Ventanas Smelter, which as of December 31, 2021 was part, together with the Ventanas Refinery, of a single cash-generating unit called the Ventanas Division. The Corporation is evaluating the assets of both operations separately, leading to the definition that the Ventanas Smelter and Ventanas Refinery are, as of December 31, 2022, separate cash-generating units under |AS 36.
As of December 31, 2022, the Corporation performed a calculation of the recoverable amount of lts Ventanas Smelter cash-generating unit, for purposes of testing the assets associated with the cash-generating unit for impairment. Since such recoverable amount is zero, when compared to the carrying amount of the cash-generating unit’s assets of ThUS$89,410, an
F-298 Corporación Nacional del Cobre de Chile
22.
impairment was determined for such amount, which was recorded in Other expenses in the statements of comprehensive income for the year 2022.
The recoverable amount determined corresponds to the value in use using a discount rate of
7.28% per year before taxes. The main variables used to determine the recoverable amount of this asset correspond to the price of rhenium, exchange rates and discount rates.
Also, as of December 31, 2022, the Corporation calculated the recoverable amount of its cash- generating unit related to the Ventanas refinery in order to test the assets associated with such cash-generating unit for impairment. The result of this calculation led to the conclusion that the recoverable amount is higher than the carrying amount of the cash-generating unit’s assets and, therefore, there is no impalrment loss.
As of December 31, 2023 and 2022, there are no indications of additional impairments or reversals of impairment for other cash-generating units or associates.
Other income and expenses
Other income and expenses by function for the years ended December 31, 2023 and 2022, is detailed below:
a. Other income
Item 1-1-2023 1-1-2022
12-31-2023 | 12-31-2022
ThUS$ ThUS$ Penalties to suppliers 6,846 7,265 Delegated Administration 4,548 3,990 Miscellaneous sales (net) 22,934 21,495 Insurance compensation for accidents 35,019 41 Return of materials 374 945 Other miscellaneous income 23,318 30,995 Total 93,039 64,731
F-299
Corporación Nacional del Cobre de Chile
b. Other expenses
1-1-2023 1-1-2022 Item 12-31-2023 | 12-31-2022 ThUS$ ThUS$
LawNo. 13196 (1,256,339) | (1,273,425) Research expenses (1) (156,188) (99,994) Bonus for the end of collective bargaining (2) (24,922) (22,586) Closing costs (15,205) – Expense plan (see to note 17 letter c.) (33,846) (72,555) Write-off of investment projects (968) (2,020) Loss on disposal of fixed assets (111,097) (12,673) Health plans (see to note 17 letter a.) (17,029) (15,258) Compensation agreement framework agreement (2,697) (136,844) Impairment of assets (note 21) – (89,410) Adjustment of inventory (13,248) (13,287) Material obsolescence (26,861) (22,264) Bad debts customers – (59) Contingency expenses (14,723) (26,914) Fixed indirect costs, low production level (4) (302,671) (218,024) Adjustment severance indemnities (3) (31,417) (55,849) Other expenses (55,595) (42,154)
Total (2,062,806)| (2,103,316)
(1) Study expenses include exploration expenses (see note 7 letter f), pre-investment studies and research and technological innovation expenses.
(2) Corresponds to disbursements for the closing of a collective bargaining process, which do not establish a permanence condition.
(3) Corresponds to the restatement of severance indemnities liabilities associated with the portion earned by employees in prior years.
(4) Break down .by division for this concept is as follows:
1-1-2023 1-1-2022 División 12-31-2023 | 12-31-2022 ThUS$ ThUS$
Andina (6,486) – Chuquicamata (73,700) (132,387) Ventanas (24,879) (38,858) Ministro Hales (12,283) (8,547) Gabriela Mistral (3,763) – Salvador (123,489) (35,136) Teniente (58,071) (3,096) Total fixed indirect costs, low production level (302,671) (218,024)
Cc. LawNo. 13196
Law No. 13196 – Under this law, the return in foreign currency of sales abroad of the Corporation’s actual income from its copper production, including by-products, is taxed at
10%.
On January 27, 2017, Law No. 20989, article 3, establishes changes in the application of
Law No. 13196 as of January 1, 2018, through which the Corporation will deposit annually, no later than December 15 of each year, the funds established in article 1 in that law.
F-300 Corporación Nacional del Cobre de Chile
On September 26, 2019, Law No. 21174 was published, which repeals Law No. 13196 and establishes that the 10% tax to the tax benefit provided by the Corporation will subsist for a period of nine years, decreasing from the tenth year 2.5% per year until reaching 0% at the beginning of the thirteenth year. The validity of this law Is as of January 1, 2020, maintaining the payment annually at a date no later than December 15 of each year
On March 23, 2020, the Ministry of Finance issued Ordinary Official Letter No. 843, modifying the payment modality of the resources related to Law No. 13.196 to meet national needs generated by the COVID-19 crisis. Sald Official Letter establishes that, as of April 2020, the monthly transfer of the corresponding resources according to their registration shall be made within a term no later than the last day of the month following the month in which they are accounted for.
23. Finance costs
Finance costs for the years ended December 31, 2023 and 2022, are detailed in the following table: Item 1-1-2023 1-1-2022
12-31-2023 12-31-2022 ThUS$ ThUS$ Bond interest (547,293) (412,912) Bank loan interest (70,483) (18,149) Restatement of severance indemnity provision (10,255) (13,242) Restatement of other non-current provisions (8,070) (9,645) Closing provision update (56,617) (47,964) Other (86,192) (67,148) Total (778,910) (569,060)
24. Operating segments
In section |! “Significant Accounting Policies, it has been indicated that, for the purposes of IFRS 8, “Operating Segments, these are determined according to the Divisions that comprise Codelco. In addition, the Parent Company’s revenues and expenses are distributed among the defined segments.
The mining deposits in operation, where the Corporation conducts its extractive and processing activities are managed by the following Divisions: Chuquicamata, Radomiro Tomic, Ministro Hales, Gabriela Mistral, Salvador, Andina and El Teniente. In addition, the smelting and refining activities are managed at the Ventanas Division and, from June 2023 onwards, in the refining area only. All these Divisions have a separate operational management, which reports to the Chief Executive Officer through the Vice-President of Operations. The information on each Division and their corresponding mining deposits is as follows:
F-301 Corporación Nacional del Cobre de Chile
Chuquicamata
Types of mine sites: Open pit mines and underground mines
Operating: since 1915
Location: Calama, Il Region de Antofagasta. Chile
Products: electro refined and electrowon cathodes and copper concentrate
Radomiro Tomic
Types of mine sites: Open pit mines
Operating: since 1997
Location: Calama, Il Region de Antofagasta. Chile
Products: electrowon copper cathodes and copper concentrate
Ministro Hales
Types of mine sites: Open pit mines
Operating: since 2014
Location: Calama, Il Region de Antofagasta. Chile.
Products: Calcined copper, copper concentrates
Gabriela Mistral
Types of mine sites: Open pit mines
Operating: since 2008
Location: Calama, Il Region de Antofagasta. Chile Products: Electrolytic (electro-obtained) cathodes
Salvador
Type of mines: Underground and open pit mines
Operating: since 1926
Location: Salvador, Il Region de Atacama. Chile.
Products: Electro refined and electrolytic (electro-obtained) copper cathodes and copper concentrate.
Andina
Type of mines: Underground and open pit mines Operating: since 1970
Location: Los Andes, V Region de Valparaíso. Chile.
Product: Copper concentrate
El Teniente
Type of mines: Underground mine
Operating: since 1905.
Location: Rancagua, VI Region del Libertador General Bernardo O’Higgins. Chile.
Products: copper concentrate and copper anodes.
F-302 Corporación Nacional del Cobre de Chile
a) Allocation of Head Office revenue and expenses
Revenue and expenses controlled by the Head Office are allocated to the Divisions based on following criteria.
The main items are assigned based on the following criteria:
Revenue and Cost of Sales of Head Office commercial transactions e Theallocation to the Divisions is made in proportion to the ordinary income of each of them.
Other income by function e Other income by function, associated and identified with each Division, is directly allocated.
e Recognition of realized profits and other income by way of subsidiaries are allocated in proportion to the revenues of each Division.
e Theremaining other income is allocated in proportion to the aggregate of balances of other income and finance income of each Division.
Distribution costs e Expenses associated and identified with each Division are directly allocated.
e Distribution costs of subsidiaries are allocated in proportion to the revenues of each Division.
Administrative expenses e Expenses associated and identified with each Division are directly allocated.
e Administrative expenses recorded in cost centers associated with the sales function and administrative expenses of subsidiaries are allocated in proportion to the revenues of each Division.
e Administrative expenses recorded in cost centers associated with the supply function are allocated in proportion to Inventory balances in warehouse in each Division.
e The remaining administrative expenses are allocated in proportion to operating cash outflows of each Division.
Other expenses, by function e Other expenses associated and identified with each Division are directly allocated.
e Expenses for pre-Investment studies and other expenses by function of subsidiaries are allocated in proportion to the revenues of each Division.
Other Gains e Other gains associated and identified with each Division are directly allocated.
e Other gains of subsidiaries are allocated in proportion to the revenues of each Division
Finance Income e Finance income associated and identified with each Division is directly allocated.
e Finance income of subsidiaries is allocated in proportion to the revenues of each Division.
e Theremaining finance income is allocated in relation to the operating cash outflows of each Division.
F-303 Corporación Nacional del Cobre de Chile
Finance Costs
Finance costs associated and identified with each Division are directly allocated.
Finance costs of subsidiaries are allocated in proportion to the revenues of each Division
Share in profit (loss) of associates and joint ventures accounted for using the equity method
The share in the profits or losses of associates and joint ventures identified with each particular Division is allocated on a straight-line basis.
Foreign exchange differences
Foreign exchange differences identifiable with each Division are directly allocated.
Foreign exchange difference of subsidiaries is allocated in proportion to the revenues of each Division.
The remaining foreign exchange differences are allocated in relation to operating cash outflows of each Division
Contribution to the Chilean Treasury under Law No. 13196
The amount of the contribution is allocated and accounted for in proportion to the invoiced and recorded amounts for copper and sub-product exports of each Division, that are subject to the surcharge.
Tax income benefit (expense)
Income tax benefit (expense) Corporate income tax under D.L. 2398 and specific mining tax are allocated based on the income before income taxes of each Division, considering for this purpose the income and expenses allocation criteria of the Head Office and subsidiaries mentioned above.
Other tax expenses are allocated in proportion to the corporate income tax, specific mining tax and tax under D.L. 2398 of each Division
F-304
Corporación Nacional del Cobre de Chile
b) Transactions between segments
Transactions between segments mainly related to products processing services (or tolling services), are recognized as revenue for the segment rendering the tolling services and as the cost of sales for the segment that recelves the service. Such recognition is made in the period in which these services are rendered, as well as its elimination in the consolidated corporate financial statements.
Additionally, the reallocation of the profit and loss assumed by Ventanas Division, associated with the corporate mineral processing contract between Codelco and Enami, in which a distribution is applied based on the revenue of each division is included as a transaction between segments.
Cash flows by segments
The operating segments defined by the Corporation, maintains a cash management function which refers mainly to operational activities that need to be covered periodically with funds constituted in each of these segments and whose amounts are not significant in relation to corporate balances of cash and cash equivalents.
Conversely, activities such as obtaining financing, investment and payment of relevant financial obligations are mainly based at the Head Office.
F-305
Corporación Nacional del Cobre de Chile rendilcaads ua ida FAA e bl id rr a AA ne e Di al if
– a A A ..
Parr E TEA [ Lo]! ab Ta.
ds edo is hom a]
F-306 Corporación Nacional del Cobre de Chile
From 01-01-2037 Seganarsia lesaguicasiatal A Toma El Teniante| Ventanas (6, Mistral] M. Haiss Pla Diner l. A TMUSS | THUBS Tess | tm | Trsk | trUSS | ThUas TARUES | TRUSS Betti rán ler e et al 31835,468 | 7409558 343,140 7260 | 500183 | 1720911 | 1557818 | | 13857 800 Rowerw Pont saies 04 id party Coppel 204 | | 41005 50.450 | 1S0UIFA] 1.000428 Fasnia Porn sud dl ryan 475 Hr Al | FO b . ‘ 65 Bar ed rt 435.501 Rerarnto rom dr o obs poodisals NES 150 ‘ | MERGOA | 11,548 A fas a, th 400 700 3.040 14,753 A TA TA 07] 111 pal PH] rabl Sth 121 vd A 14 (4,8641 Sena pain, supra da A! AN == ) Ar ISE > pa | BABT ALI pra 2 1,339,112 588,387 | 1,430,062 | 17,015,409 Coral el a A Lv CERA (1003 0400| (1,7107 7V) ¡MATI (054 171650] ¿617 010 10 9a0. 72 pd (0,011.48) Coal od air UFO CHI DOOR 12 2061 (Or IA) (oca) (1,654 705 (1,046 4111 Col go 9) ty tr nl (165316 123 57TD5 ide 144) : WE 0,0] (e al E A (177. 136] (609039)| 11076025 – (4 004 EEE 1407 200 Qi (300.818) Cosl dl stos bebeoón seur nie 101.483 1.445 13,700 | (100,207 11035 24.601 103. 367 104, 30 Cost of asles 3,443.634]| (1.734,52) S0Til (1.937.667) (160.193)] (707,623)| (19,072 | (1565 0347 (18 3560807 la poa q ” – A ae n 2 q eS TES Ll Tela e AE a e.
ST a pr PA a o a aa Porton prada l | 11,954 . . NA cd PA dl (TE 15M Adra al FAA APTO] 139064) (165,449) (1143%]| (24877) (70,550 (¿ALMB)] (210,005 ¿502,34 Cir pense by hinchor 2,17 18,127 13,043] 1167 5uB) (15,051 72. 105] – (665.6 (144 284 | (625.001) Lar Po: 100 sin]. MP6 | EPT] (1740 (00 104] BAD] 11,273,435 (1,971,425) 20,780 250787 401 eh Hiro HH UN (añ; iS 45-041 Ar 25] AA (34,010) (144.008) ¿BAFTTE] (163300% (37,7A5 (567, 304) 18751 (349 060
12 648 2.8400 ají . 1,74h AA 51,091
175 0601) ¡4.0040 es bee 2415] 4144 278 a 104 E EA 157 Ñ e . EE A OE z .h 17 207 1 b 708 7 $22: 17,521 230 1.1 7 pez ADO a A 364 para 114,208 EA
Corporación Nacional del Cobre de Chile
The assets and liabilities related to each operating segment, including the Corporation’s corporate center (Head Office) as of December 31, 2023 and December 31, 2022, are detailed in the following tables: , == A EE MA m a em | Alcan | | Togaé Cabrgo”y a E se Il ls Mera a MN E sl A LA A E, A A A A AA A a EAT AE 1 TR TA E Ti E ES TE “Nac Ja 1 mu MA] ORIO DALI a | 14:40 EA: 10]. IM A OS 681_Tha CA E E A A or ei in MEE A a AA m6360l dor ME Edad rn]. O TA : IB Cordon O a O A PA A PAE A RA Pot | Fa | | Conquistaied _- A A A. O A. A MA A nus Cu EA EA E Y E TT ¿io a EI E E IE lucida EE II A Ar di ein dl Pas En) A de y AA Fi 3 DA] MartÉ: Aa ¡da EA jor A Lele Bo Md COC MA 1 IR EAS A MIMO] TEBA – SIGAS Revenues segregated by geographic area are as follows:
1.4.2071 ¡Dore Ravens per geographical aroaé 12-34-2073 12-31-2022 Thi33 THa4 Tolal renvónca leorn dornesbo cusloron 0 | $ 414 QA in tc as Lac e ble 14,300,665 | 14004.355 TA – 160,38 1 11,018,409
1-1-2013 14-14-2073 Favenus por gocgrapiicad aroar 12-31-2077 12-31-2037 usa TRESS hna 3,000.352 1,280, 124 Hed od a 3,004 440 3.276 18) Eurape 6.38% 007 E ¿200 240 Artica 4 +63 48 4 000, P04 == PE Mo AS | MNIEAE:A l 16,199,279 17,018,409
During the years ended December 31, 2023 and 2022, there was no revenue from ordinary activities from transactions with a single customer representing 10 percent or more of the Corporation’s revenue from ordinary activities.
F-308 Corporación Nacional del Cobre de Chile
25. Exchange difference
Exchange differences for the years ended December 31, 2023 and 2022, are as follows:
Profit (loss) from foreign sschangs diHerences recognized ln giga pira Áá====== Ihus$ musE Ext Falo Cibnrenco 145 Pron 4 Did 213 Exchuinoe Raio: Cilarenca Healthy Plan Proc (5785) ERE Exchange Fale Diierance Preweson Mine Ciosure (15,328) (144,924) Exchange Fale Dilloronce Contegecroes Piovaro 1472 (6,331) Excharge Ras Diñarance Otror (10 483) El 371 [Total exchange difference (44,963) (231,117):
26. Statement of cash flows
The following table shows the items that comprise operating activities in the Statement of Cash Flows: other collections and payments from Í 1:1-2023 1-1-2027 Other collections from operating activities | 1231-4024 12-34-2072 ThuSs ThlLIS5 VAT Reta 2071300 1,549 206 [Siles tudo 0 Tard Chera 634 ,8651 7165601 | Total 2,706,265) 2335.09 | 1-1-2023 1-1-2027 | Other payments from operating activities | 12-31-2023 | 42-34-2022 | ThuS5 ThuS5 [Coriributor lo Céinar: ireasury Lan “13.196 (1,274, 1251 (1,206,352) ¡Salas covorages (5057 (1,302) [VAT and.othos mirdarhases paí | f21B0pe8)] (1767.330 y Total (3,464,9194 — (3061993)
During the years ended December 31, 2023 and 2022, no direct cash capital contributions were received.
27. Risk management
Corporación Nacional del Cobre de Chile has created instances within its organization that seek to generate strategies to minimize the financial risks to which It may be exposed.
The risks to which Codelco is exposed and a brief description of the management procedures that are carried out in each case, are described below.
F-309 Corporación Nacional del Cobre de Chile
a. Financial risks
* Exchange rate risk:
According to IFRS 7, exchange rate risk Is understood to be the risk that arises from financial instruments that are denominated in foreign currencies, that is, a currency other than the Corporation’s functional currency (US dollar).
Codelco’s activities that generate this exposure correspond to funding in UF, accounts payable and recelvable and provisions in Chilean pesos, other foreign currencies used in its business operations and obligations with employees.
Most transactions in currencies other than US$ are denominated in Chilean pesos. Also, there Is another portion in Euro, which corresponds mainly to a long-term loan issued through the International market, which exchange rate risk Is mitigated with hedging instruments (Swap).
Taking into consideration the financial assets and llabilities as of December 31, 2023 as the base, a fluctuation (positive or negative) of 10 Chilean pesos against the U.S. dollar (keeping the other variables constant), could affect profits before taxes by US$ 41 million in profit or loss, respectively. This result is obtained by identifying the main Items (including assets and financial liabilities) denominated in foreign currencies in order to measure the impact on profit or loss that a variation of +- 10 Chilean pesos would have in terms of US$, with respect to the closing exchange rate at the end of the reporting period.
There are operating and investment expenses that are subject to price-level restatements associated with inflationary adjustments in the economic environment in which the Corporation operates. The Corporation periodically monitors the effects of these price-level restatements on its results in order to detect unusual situations that could have a significant financial impact.
Based on current conditions, the Corporation has not entered into, nor does it intend to enter into, derivative contracts specifically to hedge the effects discussed in the preceding paragraph.
If financial assets and liabilities are considered as of December 31, 2023, a 1% fluctuation (positive or negative) in the value of UF in Chilean pesos (with all other variables held constant) could affect the pre-tax result by an estimated US$ 20 million loss or gain, respectively. This result is obtained by Identifying the main Items affected by exchange differences, both financial assets and liabilities, in order to measure the impact on income that a 1% variation In the value of the UF, used at the date of presentation of the financial statements, would have.
* Interest rate risk This risk arises from interest rate fluctuations in Codelco’s investment and financing activities.
This movement can affect future cash flows or the market value of fixed rate financial instruments.
F-310 Corporación Nacional del Cobre de Chile
These rate variations refer to U.S. dollar variations, mostly with respect to the LIBOR rate. To manage this risk, Codelco maintalns an adequate combination of fixed and variable rate debt, which is complemented by the possibility of using Interest-rate derivatives to meet the strategic guidelines defined by Codelco’s Vice-Presidency of Administration and Finance lt Is estimated that, based on net debt at December 31, 2023, a one percentage point change in the Interest rates of credit financial liabilities subject to variable Interest rates would result in a change in annual interest expense of approximately US$ 14 million, before taxes. This estimation is made by identifying the liabilities assigned variable interest, accrued at the end of the financial statements, which may vary with a change of one percentage point in variable Interest rates.
The concentration of obligations that Codelco maintains at fixed and variable rates at December 31, 2023, corresponds to a total of ThUS$ 18,717,055 and ThUS$ 1,481,047, respectively.
b. Market risk.
* Commodity price risk:
As a result of lts commercial operations and activities, the Corporation’s income is mainly exposed to the volatility of copper prices and certain sub-products such as gold and silver.
Copper and molybdenum sales contracts generally establish provisional sales prices at the time of shipment of such products, while the final price will be considered based on a monthly average price determined by the market for future periods. At the reporting date, sales of provisionally priced products are adjusted to fair value and the effect is recorded in the results of operations for the period. Forward prices at the period-end are used for copper sales, while period-end average prices are used for molybdenum concentrate sales due to the absence of an assets futures market. (See Note 2.q) “Income from Activities Ordinary Procedures from Contracts with Customers of section |! Main Accounting Policies).
As of December 31, 2023, If the future price of copper fluctuates by + – 5% (with the other variables constant), the result would be +- US$231 million before taxes as a result of setting the mark to market of sales revenue to provisional prices in effect as of December 31, 2023 (MTMF 546). For the estimate indicated, all of those physical sales contracts were valued according to the monthly average immediately following the close of the financial statements, and proceeds to be estimated regarding what the final settlement price would be If there Is a difference of + – 5% with respect to the future price known to date for this period
In order to protect cash flow and adjust, where necessary, lts sales contracts to Its trade policy, the Corporation holds operations in futures markets. At the end of the reporting period, these contracts are adjusted to fair value, recording this effect, at the settlement date of the hedging transactions as part of net product sales.
F-311 Corporación Nacional del Cobre de Chile
The Corporation has not entered into any hedging transactions with the specific purpose of hedging the price risk caused by fluctuations in prices of production inputs.
c. Liquidity risk
The Corporation ensures that it has sufficient resources, such as pre-approved credit lines (including refinancing), in order to meet short-term requirements, after considering the necessary working capital for its operations and any other commitments it has.
In this sense, the Corporation maintains resources at its disposal sufficient to meet its obligations, whether in cash, liquid financial instruments or credit facilities.
In addition, the Finance Department constantly monitors the Corporation’s cash flow projections based on short- and long-term projections and available financing alternatives. In addition, the Corporation estimates that it has enough headroom to increase the level of borrowing for the normal requirements of its operations and investments established in its development plan.
In this context, according to current existing commitments with creditors, the cash requirements to cover financial liabilities classified by maturity and presented in the statement of financial position are detailed as follows:
Maturity of financial llabillles
Less than. | Estween 0n8 | Over las of 12-31-2003 | year ra years yeara miss miss Le: uoera lorm Amnancial ey AS 18 180 | y 0000 | : 403 Dl T | ¡Born 718,049] 3578140 | 14,418,988 | [Dervalrues 116,482 5808 | L Her brisas kaballes | 60.061 ] MN El Total 158121] 4600,667| 14,910,430 |
d. Credit risk
This risk comprises the possibility that a third party does not fulfill ts contractual obligations, thereby causing a loss for the Corporation.
Given the Corporation’s sales policy, principally with cash and advance payments and bank letters of credit, the uncollectible of client debt balances is minimal. This ¡is complemented by the familiarity the Corporation has with its clients and the length of time it has operated with them. Therefore, the credit risk of these transactions is not significant,
The indications with respect to the payment conditions to the Corporation are detailed in every sales contract and the negotiation management is under the charge of the Commercial Vice- Presidency.
In general, the Corporation’s other accounts receivable have a high credit quality according to the Corporation’s evaluations, based on each debtor’s solvency analysis and payment history.
F-312 Corporación Nacional del Cobre de Chile
The maximum exposure to credit risk as of December 31, 2023 Is represented by the financial asset items presented in the Corporation’s Statement of Financial Position.
The Corporation’s accounts receivable does not include customers with balances that could be classified as a significant concentration of debt and would represent a material exposure for Codelco. This exposure is distributed among many clients and other counterparties.
In the customer items, the provisions, which are not significant, are included based on the review of the outstanding balances and characteristics of the clients, destined to cover eventual insolvencles.
Explanatory note 2 “Trade and other receivables shows past due and not provisioned balances.
The Corporation estimates that unimpalred amounts overdue over 30 days are recoverable based on clients historical payment behavior and their existing credit ratings.
As of December 31, 2023 and 2022, there are no receivable balances that have been renegotiated.
Codelco works with major banks, which have high national and international ratings, and continually assesses them; therefore, the risk that could affect the availability of the Corporation’s funds and financial instruments is not significant.
Also, in some cases, to minimize credit risk, the Corporation has contracted credit insurance policies through which it transfers to third parties the commercial risk associated with some aspects of its business.
During the years ended December 31, 2023 and 2022, no guarantees have been executed in relation to ensure the collection of third party debt.
Personnel loans mainly relate to mortgage loans, according to programs included in union agreements, which are paid for through payroll discounts.
e. Other relevant risks
In addition to exposure to financial risks, community relations, environmental, litigation and regulatory proceedings, during 2022 we defined strategic risks as risks or combination of risk events that may threaten the business model in the short or long term, structuring our model in a robust way to face the challenges that become more demanding each year, such as changes in social expectations, Infrastructure and human development.
The model designed contemplates risks for at least the next three years and also some that would be relevant for a longer period. It also considers monitoring emerging risks which are permanently monitored by the industry.
F-313 Corporación Nacional del Cobre de Chile
28.
Risks are permanently monitored to identify, address and oversee appropriate mitigation actions, with the support of the second line of defense established in Codelco’s corporate governance mainly through corporate risk management, working to provide assurance on the status of controls or drive the necessary behavior to achieve the expected status.
These definitions also consider risk appetite as the nature and extent of risk that the Corporation is willing to accept in relation to the achievement of its business and objectives.
The above factors in the probability and severity of the consequences of the materialization of a risk in the different areas of its impact.
Our risk management program considers that risk appetite and risks may change over time and may require management actions to respond to changes in the context. Information regarding the main risks considered by Codelco will be included in the Annual Report as of
2022.
Derivatives contracts.
The Corporation has entered transactions to hedge cash flows, to minimize the risk of foreign exchange rate variations and sales price variations, detailed as follows:
a. Exchange rate hedge The Corporation maintains an exposure associated with its foreign exchange hedging operations, the balance of which corresponds to a net deferred tax profit recognized in equity amounting to ThUS$ 615 as of December 31, 2023.
The following table shows details of the fair value and other information of the financial hedges contracted by the Corporation:
Casar 31 Jj Pr. a Ieraiza lam Etapa A O A cl Mercier O E ritmo Ei St, IE Es] VELO ESF E a] al JA NS o mom P | 1] L ria (5 ] ‘ 1 q… ” E E ¿ :] made [ Td – Ade E] Cr | a j | l ! li: | a | hd + Irtal | HL E 2371 ci il 4171400, Decembar 31, FP Van dl Arial Al Ei H “MAGA e ride d Ha Las Pi Bs pera, har2 sil li sand dare Medal bs e ¿Al Tu f TA 70H “a, 4 copar 7! tf j ¿11 á ‘ a j a é ¿HU daa 2 Pc El | | 1 ‘ A e Al | Í po Í Lá su 4l Pa B i r E. JU ! a, A A Pia ms LE Fa El l “dy My Ta a? A! PA IA
F-314 [‘ AE as (LETLP Corporación Nacional del Cobre de Chile 1
As of December 31, 2023, the Corporation has no cash collateral balances.
The current methodology for valuing currency swaps uses the bootstrapping technique based on mid-swap rates to construct (zero) curves in functional currencies other than the functional currency and USD, respectively, based on market information.
The notional amounts held by the Corporation for financial derivatives are detailed below:
Mobenal ameurt el corácacia ei heal mit
– ul Lasa hn 50 y
Ceci 31, 2995 | Curreney Puta ¡O Sl ya Tolal correrá | 1103 par | eya Ord ja iia sa Masa LS LP MS MIS LM pd ies TT A E A A MB STA Métonal seur dd coricacia ett Éral madri mr 8
AT A rd AAA PA AAA AA O day sc el musa A: ES: 54 | TH E a aid | 15: | 11 155 AT fu! 0140 al F-N de li (E
b. Cash flows hedging contracts and commercial policy adjustment
The Corporation trades in the copper, gold and silver derivative markets and records its results upon termination. These results are added to or deducted from sales revenues. As of December 31, 2023, these operations generated a higher net realized result of TRUS$
3,338.
b.1. Commercial flexibility operations of copper contracts lts objective is to adjust the price of sales to the Corporation’s sales policy, which ¡is defined according to the London Metal Exchange. As of December 31, 2023, the Corporation has copper derivative transactions associated with 251,025 metric tons of fine copper. These hedging transactions are performed as part of the Corporation’s commercial policy.
The current contracts as of December 31, 2023, present a negative balance of ThUS$ 4,885 and their final result will only be known at their maturity, offsetting the hedging transactions with revenue from the sale of the hedged products.
Operations completed between January 1 and December 31, 2023, generated a net positive effect in results of ThUS$ 2.803, corresponding to values for physical sales contracts for a positive amount of ThUS$ 3.746 and values for physical purchase contracts for a negative amount of ThUS$ 943.
b.2. Trade operations of current gold and silver contracts.
As of December 31, 2023, the Corporation has derivative contracts for gold at TROZT 574 and for silver at TROZT 41,317.
F-315 Corporación Nacional del Cobre de Chile
The contracts in force as of December 31, 2023 present a positive exposure of ThUS$ 3, the final result of which can only be known at the expiration of these operations, after the compensation between the hedging operations and the income from the sale of the protected products. These hedging operations expire up to February, 2024.
As of December 31, 2023, the Corporation has completed gold and silver operations, which generated a net positive effect on income of ThUS$535 corresponding to the value of physical sales contracts.
b.3. Cash flow hedging operations backed by future production
The Corporation has no outstanding transactions as of December 31, 2023, arising from these operations, which protect future cash flows by locking in price levels for the sale of part of its production
The following tables set forth the maturities of metal hedging activities, as referred to in point b above:
December 31, 2023
Maturity date
ThUS$5
2024
2025 2026
2027
2028 Upcoming
Total
Flex com cobre (assel) Flex com cobre (liability) Flex cam GoldSiluer Price setimg
Metal options
(3,310) 7
2
(1,577)
2
(4,887) 3
Total
(3,307)
(1,575)
(4,882)
December 31, 2022
Maturity date
ThUS$
2023
2024 2025
2026
Total
Flex com cobre (assel) Flex com cobre (Iiability) Flex com GoldSilve! Price seting
Metal options
87
(2,676)
(848)
2027 Upcoming
87
(3,524)
Total
(2,589)
(848)
13,437)
December 31, 2023
Maturity date
All figures in thousands of metric tonsounces
2024
2025 2026
2027
2028 Upcoming
Total
Copper Futures [MT] GoldSilver Futures [ThOZ] Copper price setting [MIT] Copper options [MT]
219025 41891
32 000
251.025
41.891
December 31, 2022
Maturity date
All figures in thousands of metric tonsounces
2022
Total
Copper Futuras [MT] GoldSilver Futures [ThOZ] Copper price setting [MT] Copper optans [MT]
244 19
2023 2024 33:50 –
2025
2026 Upcoming
21768
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Corporación Nacional del Cobre de Chile
29. Contingencies and restrictions
a) Lawsults and contingencies
There are various lawsults and legal actions Initlated by or against the Corporation, which derive from lts operations and the industry in which it operates. In general, these are civil, tax, labor and mining litigations, all related to the Corporation’s activities.
In the opinion of Management and its legal advisors, the lawsults where the Corporation Is being sued and could have negative results do not represent significant loss contingencies or cash flows. Codelco defends lts rights and makes use of all the corresponding legal and procedural instances and resources.
The most relevant lawsuits filed by Codelco relate to the following matters:
– Tax Proceedings: There is a tax proceeding for liquidation No.141 of tax year 2015 and Exempt Resolution No. 89 of 2016 issued by the Internal Revenue Service (Sl), for which the Corporation presented the corresponding appeals, which were received and resolved in favor of the Tax and Customs Courts, a resolution that was appealed by the SI.
– Labor lawsults: Labor proceedings brought by the workers against the Corporation, regard to occupational diseases, labor accidents and other matters.
– Mining proceedings and others arising from the operation: The Corporation has been participating, and will probably continue to participate, as plaintiff and defendant in given court proceedings involving lts mining operation and activities, through which It seeks to exercise certain actions or set up certain defenses in relation to given mining concessions that have been established or are in the process of being established, as well as also with regard to its other activities. These proceedings currently do not involve any given amount and do not have any essential effect on Codelco’s development.
One of the arbitration lawsuits pending final judgment, as of December 31, 2023, Is the one between Codelco and Consorcio Belaz Movitec SpA.
During the year ended December 31, 2023, there are no lawsuits or other proceedings representing 10 percent or more of the Corporation’s total outstanding lawsults.
At the date of issuance of these financial statements, Corporación Nacional del Cobre faces various lawsuits and legal actions against it for a total of approximately ThUS$ 419,248 corresponding to 1,125 cases for ThUS$ 73,719. According to the estimate made by the Corporation’s legal advisors, there are 921 cases representing 81,87% of the total, on which a loss is probable for an amount of ThUS$ 72,775. There are also 145 cases, representing
12.89% for an amount of ThUS$361, on which there is a less than probable likelihood that the Corporation will get an unfavorable sentence. For the remaining 59 cases, representing 5.24% for an amount of ThUS$583, the Corporation’s legal advisors believe that an unfavorable outcome is unlikely.
F-317 Corporación Nacional del Cobre de Chile
– Lawsuit under administrative law: On August 2, 2017, a Nullity in Public Law claim was filed in the 25th Civil Court of Santiago against Audit Report No. 900 of 2016, issued by the General Comptrollership of the Republic on May 10, 2017.
Once the discussion and evidence stage concluded, the Santiago Civil Court, on September 11, 2020, delivered its judgment in which It dismissed the annulment action filed by the Corporation, condemning it to the respective costs of said lawsult,
On October 27, 2020, the Corporation filed appeals and cassation in the form of the sentence of the 25th Civil Court of Santiago, which dismissed the Public Law nullity action filed by the Codelco against Report No. 900 of 2016 of the Comptroller General of the Republic.
In December 2022, the Corporation established a collaboration commitment with the Comptroller General of the Republic (CGR) to reinforce the principle of probity in regulation, applicable to the company regarding operations with related parties, establishing a framework for any contracts with related parties, safeguarding the legal status of the company and its business line, in addition to reinforcing controls for sensitive operations. This agreement with the Comptroller’s Office recognizes Codelco’s good practices and also improves controls for related party transactions. As a result of this agreement, litigation with the regulator has been terminated.
For litigation with probable loss and Its costs, there are the necessary provisions, which are recorded as contingency provisions.
b) Other commitments.
I. Law No. 19993 dated December 17, 2004, authorized the purchase of the Refinery and Smelter Las Ventanas assets from ENAMI, establishing that the Corporation must ensure that the smelting and refining capacity required is maintained, without any restriction and limitation, for treating the products of the small and medium mining sector sent by ENAMI, under the form of toll production or another form agreed upon by the parties. (See paragraph described in number vil, where the modification of this law Is mentioned).
II. Obligations with the public for bond issues means that the Corporation must meet certain restrictions related to limits on pledges and leaseback transactions on its principal assets and on lts ownership interest in subsidiaries.
The Corporation has complied with these conditions as of December 31, 2023 and 2022.
li. On January 20, 2010, the Corporation signed two energy supply contracts with Colbún
S.A., which Includes energy and power sales and purchases for a total of 510 MW of power.
The contract provides a discount for that unconsumed energy from Codelco’s SIC divisions with respect to the amount of contracted power. The discount is equivalent to the value of the sale of that energy on the spot market.
The contracted power for supplying these Divisions is comprised by two contracts:
F-318 Corporación Nacional del Cobre de Chile
+ Contract No.1 for 176 MW, current until December 2029.
* Contract No.2 for 334 MW, current until December 2044. This contract is based on energy production from Colbún’s Santa María thermal power station, which is currently in operation.
This plant is coal-fired, and therefore the electric energy tariff rate applied for the energy supplied to Codelco is linked to the price of coal.
Both of these contracts comply with Codelco’s long-term energy and power requirements from the SIC of approximately 510 MW.
Through these contracts, which operate through take or pay, the Corporation agrees to pay for the contracted energy and Colbún undertakes to reimburse at market price the energy not consumed by Codelco
These contracts have maturity dates in 2029 and 2044.
On October 27, 2022, Codelco signed an amendment to the contract, which, among other aspects, will allow replacing the coal-based electricity supply with a renewable energy supply.
This transformation will be implemented gradually, and as of January 1, 2026 the contract will be for 1,000 GWhyear of renewable energy.
Iv. For the electric power supply of the Chuquicamata’s work center, the following contracts are maintained:
For the electric power supply of the Chuquicamata’s work center, there are three contracts: Engie for a 15-year term from January 2010, that is maturing in December 2024, for 200 MW capacity, and another contract for a 200 MW capacity which was signed in January 2018 and will be effective as of January 2025 with maturity in December 2035.
CTA effective from 2012 for 80 MW capacity, maturity in 2032.
v. On August 26, 2011, Codelco signed two energy supply contracts with AESGener. The first one for the Minister Hales division for a 99 MW capacity and the second contract for the Radomiro Tomic work center, for a maximum capacity of 145 MW. Both contracts will mature in 2028.
In December 2022, the respective agreements were renegotiated and signed. The agreement implies the modification of the original contracts and a new renewable sources contract effective from 2023 to 2040.
vi. On November 11, 2011, Law No. 20551 was published in the Official Journal, which regulates the tasks and closure of mining facilities. Additionally, on November 22, 2012, the Supreme Decree No. 41 of the Minister of Mining, which approves the Regulations of this Law, was published in the Official Gazette.
This law requires the Corporation, among other requirements, to provide financial guarantees to the State to ensure the implementation of closure plans. It also establishes the obligation to make contributions to a fund which alms to cover the costs of post-closure activities.
F-319 Corporación Nacional del Cobre de Chile
The Corporation, in accordance with the regulations, delivered in 2014 to the National Geology and Mining Service (SERNAGEOMIN) the mine closure plans for each of the elght divisions of Codelco. These closure plans were developed under the transitional regime of the Law, specified for mining companles affected by the general application procedure, which are those with extraction capacity > 10,000 tonsmonih, and that at the date of entry into force of the Law were in operation, and with a closure plan previously approved under the Mining Safety Regulation D.S. No. 132.
All these transitional closure plans were approved in 2015 in accordance with the provisions established in the Law.
The law also established the obligation to update these closure plans, under the conditions of the general regime of the law, which Iincorporates new and greater requirements for the closure plans, five years after Its entry into force, 1.e. in 2020 in the case of Codelco. This calendar was brought forward to 2019 due to operational particularities for the Chuquicamata and Ventanas Divisions, and postponed to 2021 by SERNAGEOMIN, due to the COVID19 pandemic for the entire industry, and therefore for all other divisions.
In compliance with this new schedule, Codelco approved in 2021 the updated closure plans for the El Teniente, Radomiro Tomic, Ministro Hales and Gabriela Mistral Divisions, and as of December 31, 2021, the approval of the updated plans for the Salvador and Andina Divisions Is In process. During the year 2022, Codelco obtained the approval of the updated closure plans of the Salvador and Andina divisions. The Corporation has provided the corresponding guarantees committed in all the approved closure plans, in accordance with the latest updates in force.
As of December 31, 2023, the Corporation has agreed guarantees for an annual amount of UF 75,079,400 to comply with the aforementioned Law No. 20551 (see note No. 30).
vii. On August 24, 2012, Codelco through its subsidiary Inversiones Mineras Nueva Acrux SpA (Nueva Acrux) (whose minority shareholder is Mitsui), signed a contract with Anglo American Sur S.A. Under this contract, Codelco agreed to sell a portion of its annual copper production to the mentioned subsidiary, who in turn agrees to purchase such production.
Such annual portion is determined by the share of Codelco’s indirect subsidiary, Inversiones Mineras Becrux SpA (also shared ownership with Mitsul), maintained for the shares of Anglo- American Sur S.A.
In turn, the subsidiary Nueva Acrux agrees to sell to Mitsui, the products purchased under the agreement described in the preceding paragraphs.
The contract expiration will occur when the shareholders agreement of Anglo-American Sur
S.A. ends or other events related to the completion of mining activities of the company take place.
vili.On June 17, 2022, Codelco’s Board of Directors agreed to move forward with preparations to cease operation of the Ventanas Smelter, subject to parliament amending Law No. 19,993 within a limited period of time, whose scope referred exclusively to the smelter and not to the refinery or other operations of the Ventanas Division. For this measure to be carried out, It
F-320 Corporación Nacional del Cobre de Chile
30.
required the amendment and approval by the Executive and the Legislature of Law No.
19,993, which obliged the Corporation to smelt the minerals of Empresa Nacional de Minería (ENAM!)) at the Ventanas Smelter.
On March 6, 2023, Congress approved the modification of the aforementioned law, allowing this obligation to be fulfilled by other smelters and refineries of Codelco
Later, in May 2023, the National Geology and Mining Service (Sernageomin) authorized Codelco the temporary closure plan for the Ventanas smelter, which will have an initial duration of two years, extendable for another three, during which time engineering will be developed and permits will be processed to move on to the definitive closure stage, which considers, among other actions, the dismantling of the smelter facilities.
On May 31, 2023, the Ventanas smelter furnaces were shut down.
Guarantees
The Corporation as a result of its activities has received and given guarantees.
The following tables list the main guarantees given to financial institutions:
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Corporación Nacional del Cobre de Chile
Direct Guarantees provided to Financial Institutions and other
Creditor of the guarantee Type of guarantee 12-31-2023 12-31-2022 Currency Maturity Quantity ThUS$ ThUS$
Abogado Procurador Fiscal Carlos Felix Judicial agreement and settlement UF Mar 15, 2023 1 – 1,231 Abogado Procurador Fiscal Carlos Felix Judicial agreement and settlement UF Mar 15, 2024 1 1,258 – Abogado Procurador Fiscal Carlos Felix Judicial agreement and settlement CLP Mar 15, 2023 1 – 19,057 Abogado Procurador Fiscal Carlos Felix Judicial agreement and settlement CLP Mar 15, 2024 1 18,595 – Consorcio Aeropuerto Calama Parking UF Nov 30, 2023 2 4 4 Road management Construction project UF Jan 21, 2022 1 – Road management Construction project UF Jan 2, 2024 8 28 Road management Construction project UF Apr 8, 2024 2 4 4 Road management Construction project UF Mar 1, 2024 4 12 Road management Construction project UF Jul 31, 2024 1 8 Road management Construction project UF May 2, 2025 2 972 Road management Construction project UF Dec 30, 2024 1 486 Road management Construction project UF May 17, 2024 1 3 Road management Construction project UF Jun 19, 2024 1 5 Road management Project of explotation UF May 13, 2023 1 5 General Directorate of Maritime Territory and Merchant Marine Maritime concession CLP Mar 1, 2023 1 – 1,233 General Directorate of Maritime Territory and Merchant Marine Maritime concession CLP Mar 24, 2024 3 9 238 General Directorate of Maritime Territory and Merchant Marine Maritime concession CLP Mar 1, 2024 1 1,203 – Engie Energia Chile S.A. Water Supply Project CLP Aug 31, 2023 1 – 234 Engie Energia Chile S.A. Water Supply Project CLP Oct 31, 2023 1 – 229 Engie Energia Chile S.A. Water Supply Project CLP Sep 2, 2024 2 453 – Ministry of National Assets Project of explotation UF May 13, 2023 1 8 Ministry of National Assets Project of explotation UF Jun 9, 2023 5 – 40 Ministry of National Assets Project of explotation UF Jun 10, 2024 6 48 – Ministry of National Assets Project of explotation CLP Feb 25, 2023 22 – 154 Ministry of National Assets Project of explotation CLP Feb 26, 2024 22 176 Ministry of Public Works Construction project UF Feb 3, 2023 1 3,471 Ministry of Public Works Construction project UF Oct 2, 2023 1 560 Ministry of Public Works Construction project UF Dec 31, 2023 1 – 818 Ministry of Public Works Construction project UF Jan 2, 2024 2 24,809 24,265 Ministry of Public Works Construction project UF Jul 29, 2024 2 43 42 Ministry of Public Works Construction project UF Dec 15, 2024 2 569 556 Ministry of Public Works Construction project UF Dec 31, 2022 1 – Ministry of Public Works Construction project UF Jan 22, 2025 1 269 Ministry of Public Works Construction project UF Mar 8, 2024 1 3,549 Ministry of Public Works Construction project UF Sep 13, 2025 1 1,107 Ministry of Public Works Construction project UF Sep 28, 2025 1 573 Ministry of Public Works Construction project UF Dec 19, 2025 1 836 Ministry of Public Works Construction project CLP Jan 22, 2025 1 Sernageomin Environment UF Feb 18, 2023 2 214,853 Sernageomin Environment UF May 3, 2023 8 678,422 Sernageomin Environment UF Sep 19, 2023 1 53,633 Sernageomin Environment UF Nov 14, 2023 1 181,252 Sernageomin Environment UF Nov 27, 2023 1 82,048 Sernageomin Environment UF Dec 2, 2023 5 561,862 Sernageomin Environment UF Dec 15, 2023 1 – 140,626 Sernageomin Environment UF Feb 17, 2024 3 379,876 – Sernageomin Environment UF May 3, 2024 9 785,308 Sernageomin Environment UF Sep 19, 2024 1 61,530 – Sernageomin Environment UF Nov 11, 2024 4 347,159 266,819 Sernageomin Environment UF Nov 14, 2024 2 209,011 – Sernageomin Environment UF Nov 27, 2024 5 307,049 202,882 Sernageomin Environment UF Dec 2, 2024 10 938,514 215,377 Sernageomin Environment UF Dec 16, 2024 1 120,635 – General Treasury of the Republic Maritime concession CLP Jun 30, 2024 2 54 55 Municipality of Santiago Project of explotation CLP Apr 1, 2024 1 74 – Total 3,204,229 2,649,978
As for the documents received as collateral, they cover mainly obligations of suppliers and contractors related to the various development projects. At December 31, 2023 and 2022, the balance of these guarantees is ThUS$1,152,203 and ThUS$1,015,244, respectively.
F-322 Corporación Nacional del Cobre de Chile
31. Balance in foreign currency
a. Assets by Currency
F-323 Corporación Nacional del Cobre de Chile
b. Liability by type of currency: ari did joel habibtiss | 15 Gotana baños Poe LE TOTAL
AT ET ú ze | APDAJT
11 567 . 08 AR e | 125100 ‘ As 452 FF AS tl. 1rm3Ía
177.550 E 107 E ES 11471 701,485 – 236% El kE 26.300 | 17 an 542 100 344,389 106 y) 11107 CIT? E AL REE
115-582 A E 200,878 es 204 1,063 1124 43 rad Aaa. ANTAS BAS 170 EF 155 2461978 1420 O 1] TE) A AT + AA A 1
2308:977 (1500) 24D8S HI5ADO 2SI6901! PAROZAER [-ABSISD0O — ABTT BARA IBOAATT BO] 3N0AzA0T)
F-324 Corporación Nacional del Cobre de Chile
32.
33.
Sanctions
As of December 31, 2023 and 2022, neither Codelco Chile or its Directors and Managers have been sanctioned by the CMF or any other administrative authorities.
The environment
Each of Codelco’s operations is subject to national, regional and local regulations related to protection of the environment and natural resources, including standards relating to water, air, noise and disposal and transportation of dangerous residues, among others. Chile has introduced environmental regulations that have obligated companies, including Codelco, to carry out programs to reduce, control or eliminate relevant environmental impacts. Codelco has executed and shall continue to execute a series of environmental projects to comply with these regulations.
Pursuant to the Letter of Values approved in 2010, Codelco is governed by a series of internal policies and regulations that frame its commitment to the environment, among which is the Corporate Sustainable Development Policy (2021).
The environmental management systems of the divisions, structure their efforts in order to comply with the commitments assumed by the corporation’s environmental policies, incorporating elements of planning, operating, verifying and reviewing activities. As of December 31, 2023, Codelco is certified under the ISO 14001:2015 Standard, which is applicable to all its divisions.
To comply with the Circular No. 1901 of 2008 of the CMF, the details of the Corporation’s main expenditures related to the environment during the periods from January 1 to December 31, 2023 and 2022, respectively, and the projected future expenses are stated below.
F-325
Corporación Nacional del Cobre de Chile
Disbursements 12-31-2023 : 12-31-2022 Future committed disbursements Company Project name Project status ThUSs$ Assets Expenditure Item of Asset | Destination E dit ThUSs ThUSs Estimated date
Chuquicamata Codelco Chile Acid plants In progress 25,010 Expenditure Operating expenditure 3,537 – 2023 Codelco Chile Solid waste In progress 2,022 Expenditure Operating expenditure 1,830 – 2023 Codelco Chile Tailings In progress 77,936 Expenditure Operating expenditure 69,689 – 2023 Codelco Chile Water treatment plant In progress 4,268 Expenditure Operating expenditure 35,186 – 2023 Codelco Chile Environmental monitoring In progress 887 Expenditure Operating expenditure 1,393 – 2023 Codelco Chile Normalization drainage system drill hole In progress 159 Asset Property, plant and equipment 66 4,315 2025 Codelco Chile Construction of thickened tailings Completed – Asset Property, plant and equipment 5,256 – 2022 Codelco Chile Standardization TKS Hazardous Substances Feed DS 43 In progress 15,713 Asset Property, plant and equipment 11,088 14,806 2025 Codelco Chile Construction IX stage Talabre tanque In progress 57,449 Asset Property, plant and equipment 14,015 483,767 2027 Codelco Chile Enable hydrogen well for In progress 742 Asset Property, plant and equipment 1 257 2024 Codelco Chile Mine Pile Dome Collapse Repair In progress 11,302 Asset Property, plant and equipment – 96,634 2025 Codelco Chile Construction of Thickened Tailings Talabre Stage 1 In progress 218 Asset Property, plant and equipment – 1,319,912 2027
Total Chuquicamata Division 195,706 142,061 1,919,691
Salvador Codelco Chile Improved integration of the gas process Completed – Asset Property, plant and equipment 10,205 – 2022 Codelco Chile Tailings In progress 9,557 Expenditure Operating expenditure 5,633 – 2023 Codelco Chile Acid plants In progress 92,852 Expenditure Operating expenditure 63,688 – 2023 Codelco Chile Solid waste In progress 962 Expenditure Operating expenditure 1,025 – 2023 Codelco Chile Water treatment plant In progress 1,645 Expenditure Operating expenditure 1,481 – 2023 Codelco Chile Riles and Wastewater Standard Completed – Asset Property, plant and equipment 432 – 2022 Codelco Chile Compliance with DS 43 storage of dangerous substances In progress 8,587 Asset Property, plant and equipment – 11,703 2024 Codelco Chile Commissioning Black Smoke In progress 516 Asset Property, plant and equipment – – 2023 Codelco Chile Standardization of Sulfuric Acid Supply In progress 125 Asset Property, plant and equipment 4,823 2024
Total Salvador Division 114,244 82,464 16,526
Andina Codelco Chile Solid waste In progress 3,337 Expenditure Operating expenditure 2,855 – 2023 Codelco Chile Water treatment plant In progress 5,767 Expenditure Operating expenditure 5,023 – 2023 Codelco Chile Tailings In progress 92,200 Expenditure Operating expenditure 93,556 – 2023 Codelco Chile Acid drainage In progress 53,104 Expenditure Operating expenditure 39,509 – 2023 Codelco Chile Environmental monitoring In progress 1,280 Expenditure Operating expenditure 1,184 – 2023 Codelco Chile Sustainability and external matters management In progress 2,489 Expenditure Operating expenditure 2,559 – 2023 Codelco Chile Excavation operation improvement In progress 1,543 Asset Property, plant and equipment 485 – 2023 Codelco Chile Water dispatch tunnel modification Completed – Asset Property, plant and equipment 707 – 2022 Codelco Chile Implementaton of the catchment system for rafts tove In progress 1,965 Asset Property, plant and equipment 7,060 1,032 2023 Codelco Chile Dam Ovejeria: longitudinal drainage stage 8 Completed – Asset Property, plant and equipment 8,007 – 2022 Codelco Chile North extended ballast deposit In progress 90,972 Asset Property, plant and equipment 82,983 306,400 2025 Codelco Chile Standard Instruments Tranque Los Leones In progress 1,296 Asset Property, plant and equipment 696 3,843 2024 Codelco Chile Construction of spill containment chamber In progress 9 Asset Property, plant and equipment 1,542 – 2023 Codelco Chile Recirculated water system ovj-cord dam In progress 6,717 Asset Property, plant and equipment 526 4,355 2024 Codelco Chile Replacement of transformers into oil In progress 431 Asset Property, plant and equipment 53 125 2023 Codelco Chile Replacement of transformers into oil In progress 3,074 Asset Property, plant and equipment – 11,440 2025 Codelco Chile Priority Structural Risks In progress 1,786 – 8,723 2025
Total Andina Division 265,970 246,745 335,918
Subtotal 575,920 471,270 2,272,135
F-326 Corporación Nacional del Cobre de Chile
Dist 31-12-2023 12-31-2022 Future committed dist Company Project name Project status ThUS$ – Assets Expenditure ttem of Asset Destination Expenditure ThUuss$ ThUS$ Estimated date El Teniente Codelco Chile Construction of 7th phase Carén dam In progress 79,982 Assets Property, plant and equipment 43,426 20,031 2023 Codelco Chile Acid plants In progress 108,801 Expenditure Operating expenditure 83,265 – 2023 Codelco Chile Solid waste In progress 4,236 Expenditure Operating expenditure 2,943 – 2023 Codelco Chile Water treatment plant In progress 14,657 Expenditure Operating expenditure 13,471 – 2023 Codelco Chile Tailings In progress 77,115 Expenditure Operating expenditure 49,730 – 2023 Codelco Chile Well construction and hydrogeology modification Colihue-Cauquenes In progress 896 Asset Property, plant and equipment 1,552 – 2023 Codelco Chile Caren reservoir stage 8 and 9 In progress 33,447 Asset Property, plant and equipment 18,814 338,414 2027 Codelco Chile Construction of Complementary Water Works Tranque Barahona 2 In progress 9,385 Assets Property, plant and equipment 6,115 34,072 2027 Codelco Chile Restoration Slaughterhouse Drive In progress 12,245 Asset Property, plant and equipment 6,260 29,841 2027 Codelco Chile Flow CEMS Acquisition In progress 174 Asset Property, plant and equipment 267 – 2023 Codelco Chile Standardization driving slurry and pulp In progress 305 Asset Property, plant and equipment – 8,474 2027 Codelco Chile Improvement of wastewater containment and impulse infrastructure In progress 69 Asset Property, plant and equipment – 2,295 2025 Total El Teniente Division 341,312 225,843 433,127 Gabriela Mistral Codelco Chile Environmental monitoring In progress – Expenditure Operating expenditure 2 – 2023 Codelco Chile Solid waste In progress 3,260 Expenditure Operating expenditure 2,018 – 2023 Codelco Chile Environmental consulting In progress – Expenditure Operating expenditure 4 – 2023 Codelco Chile Effluent treatment plant In progress 6 Expenditure Operating expenditure 1 – 2023 Codelco Chile Garbage dump extension phase VIII In progress 8,283 Asset Property, plant and equipment 13,188 – 2023 Total Gabriela Mistral Division 11,549 15,213 Ventanas Codelco Chile Acid plants In progress 17,964 Expenditure Operating expenditure 27,952 – 2023 Codelco Chile Solid waste In progress 1,340 Expenditure Operating expenditure 1,109 – 2023 Codelco Chile Environmental monitoring In progress 1,474 Expenditure Operating expenditure 1,450 – 2023 Codelco Chile Effluent treatment plant In progress 7,263 Expenditure Operating expenditure 6,326 – 2023 Codelco Chile Improved gas abatement collection Completed – Asset Property, plant and equipment 140 – 2022 Codelco Chile Standardization of the handling of hazardous substances Completed – Asset Property, plant and equipment 2,032 – 2022 Codelco Chile Standardization of CEMS Chimney PPAL and PAS In progress 109 Asset Property, plant and equipment 389 – 2023 Total Ventanas Division 28,150 39,398 Radomiro Tomic Codelco Chile Solid waste In progress 1,884 Expenditure Operating expenditure 951 – 2023 Codelco Chile Environmental monitoring In progress 127 Expenditure Operating expenditure 172 – 2023 Codelco Chile Effluent treatment plant In progress 1,325 Expenditure Operating expenditure 1,426 – 2023 Codelco Chile Construction of community works In progress 3,176 Asset Property, plant and equipment 1,434 32,618 2027 Total Radomiro Tomic Division 6,512 3,983 32,618 Ministro Hales Codelco Chile Solid waste In progress 2,735 Expenditure Operating expenditure 1,367 – 2023 Codelco Chile Effluent treatment plant In progress 207 Expenditure Operating expenditure 195 – 2023 Codelco Chile Silica shed extension and dome control room In progress 4,114 Asset Property, plant and equipment – 24,352 2024 Codelco Chile Plant Casino Construction In progress 659 Asset Property, plant and equipment – 14,578 2027 Total Ministro Hales Division 7,715 1,562 38,930 Ecometales Limited Ecometales Limited Smelting powders leaching plant In progress 1,336 Expenditure Operating expenditure 1,147 1,780 2024 Ecometales Limited Smelting powders leaching plant In progress 59 Expenditure Operating expenditure 61 36 2024 Subsidiary Ecometales Limited 1,395 1,208 1,816 Subtotal 396,633 287,207 506,491 [Total 972,553 758,477 2,778,626
F-327 Corporación Nacional del Cobre de Chile
34. Subsequent Events
On January 23, 2024, the shareholders of Lithium Power International (LPI) approved the sale of Its shares to the company Salar de Maricunga SpA, a subsidiary of Codelco. The acquisition was authorized by Codelco’s board of directors, in line with the National Lithium Strategy announced on April 20, 2023.
According to the timeline, the next step is for the Federal Court of Australia to validate and authorize the closing of the transaction, which is scheduled for February 13. Thus, the definitive completion of the transaction Is expected for February 23, 2024.
In view of the above, the Reserved nature of the Fact informed by means of Notes PE-1442023 dated December 1, 2023 and PE-1472023, dated December 5, 2023 and extension communicated by means of Note PE-0012024 dated January 2, 2024 Is hereby lifted.
On January 23, 2024, It Is reported as an essential fact that Codelco completed today a successful International bond placement in New York.
The bond placement amounted to US$ 2,000 million for a 12-year term and the reopening of the 2053 bond, issued on September 8, 2023, with a yield of 6.447% and 6.746%, respectively. The rate represents a spread of 230 and 235 basis points over the U.S. Treasury bond of the equivalent term, respectively. More than 357 orders were received, from 310 Investors, with an oversubscription of 3.75 times.
This operation is part of the Corporation’s need to finance its long-term investment plan. The issuance was led by BOFA, Citi, JP Morgan and Santander banks.
Accordingly, the Reserved nature of the event reported in Note PE-1452023 dated December 1, 2023 Is lifted.
On January 25, 2024, In accordance with the provisions of Article 9 and the second paragraph of Article 10 of Law No. 18,045, details of the financing transaction carried out on January 23, 2024 are reported as an essential fact.
On January 26, 2024, the Corporation informed as an essential fact that Mr. Braim Chiple Cendegui has been appointed as Vice President of Marketing of Codelco, who will assume his position as of March 15, 2024.
On the same date, Mr. Cristóbal Fuenzalida Montero’s interim position as Vice President of Marketing was terminated.
On March 19, 2024, it is reported as an essential fact that Mr. José Sanhueza Reyes, Assistant
Vice President, will cease his functions in the Corporation due to voluntary resignation effective that same day.
F-328 Corporación Nacional del Cobre de Chile
The aforementioned position is eliminated from the organizational chart of the Corporation, as it has fulfilled its purpose of accompanying the organizational transition that meant the elimination of the Vice-Presidency of Smelting and Refinery.
On March 20, 2024, as an essential fact, it is reported, in relation to Corporación Nacional del Cobre de Chile (“Codelco”) and its businesses, that:
By means of an essential fact dated December 27, 2023, Codelco reported the signing of a memorandum of understanding with Sociedad Química y Minera de Chile S.A. (MOU) for the negotiation of a public-private partnership for the operation, exploration and exploitation of mining properties leased to Corporación de Fomento de la Producción in the Salar de Atacama and the commercialization of the products derived from such exploitation. According to the MOU, the parties would seek to sign the definitive partnership documents no later than March 31, 2024.
On this date, the parties have entered into an amendment to the MOU to establish May 31, 2024 as the new deadline for agreeing and signing the definitive partnership documents, without prejudice to the parties’ commitment to attempt to reach a full agreement and signature before that date. lt should be reminded that, once the definitive partnership documents have been signed, certain conditions precedent (including those referred to in the MOU) must be met for the partnership to materialize and take effect.
The text of the amended MOU will be available to the public at www.codelco.com.
Management of the Corporation is not aware of other significant events of a financial nature or of any other nature that could affect these financial statements, occurring between January 1, 2024 and the date of issue of these consolidated financial statements as March 28, 2024.
Rubén Alvarado Vigar Alejandro Rivera Stambuk
Chief Executive Officer Chief Financial Officer Juan Ogas Cabrera Cristóbal Parrao Cartagena Accounting Manager Accounting Director
F-329 THE ISSUER Corporación Nacional del Cobre de Chile Huérfanos 1270 Santiago Republic of Chile Postal Code 8340424
TRUSTEE, PAYING AGENT, TRANSFER AGENT AND REGISTRAR The Bank of New York Mellon
240 Greenwich Street New York, New York 10286 United States
LEGAL ADVISORS TO THE ISSUER
As to New York law As to Chilean law Linklaters LLP Carey y Cía. Ltda.
1290 Avenue of the Americas Av. Isidora Goyenechea 2800, Piso 43 New York, New York 10104 Las Condes, Santiago United States Republic of Chile Postal Code 7550647
LEGAL ADVISORS TO THE INITIAL PURCHASERS
As to New York law As to Chilean law Allen Overy Shearman Sterling US LLP Garrigues Chile Limitada 599 Lexington Avenue Av. Isidora Goyenechea 3477, Piso 12 New York, New York 10022-6069 Las Condes, Santiago United States Republic of Chile Postal Code 7550106
INDEPENDENT AUDITORS
171 PricewaterhouseCoopers Consultores,
Auditores y Compañía Limitada
Av. Isidora Goyenechea 2800, Torre Titanium, Floor 10, Las Condes Santiago
Republic of Chile
172 CODELCO
Corporación Nacional del Cobre de Chile
U.S.$ 1,000,000,000 5.529% Notes due 2037
U.S.$ 250,000,000 6.300% Notes due 2053
Offering Memorandum
Joint Book-Running Managers
BofA Securities Credit Agricole CIB HSBC Santander
January 27, 2026 Execution Version
CORPORACIÓN NACIONAL DEL COBRE DE CHILE
U.S.$1,000,000,000 5.529% Notes due 2037
U.S.$250,000,000 6.300% Notes due 2053
Purchase Agreement
BofA Securities, Inc.
One Bryant Park
New York, New York 10036 United States of America
Credit Agricole Securities (USA) Inc.
1301 Avenue of the Americas, 8th Floor New York, New York 10019
United States of America
HSBC Securities (USA) Inc.
66 Hudson Boulevard
New York, New York 10001 United States of America and
Santander US Capital Markets LLC 437 Madison Avenue
New York, New York 10022 United States of America
As Representatives of the Initial Purchasers
Ladies and Gentlemen:
New York, New York January 27, 2026
Corporación Nacional del Cobre de Chile, a state- owned enterprise organized under the laws of Chile (the Company), proposes to issue and sell to the several purchasers named in SCHEDULE I hereto (the Initial Purchasers), for which you (the Representatives) are acting as representatives, a U.S.$1,000,000,000 principal amount of its 5.529% Notes due 2037 (the 2037 Notes), and U.S.$250,000,000 principal amount of its 6.300% Notes due 2053 (the 2053 Notes, and collectively the 2037 Notes and the 2053 Notes, the Securities), to be issued pursuant to the indenture (the Original Indenture), dated February 5, 2019, among the Company, The Bank of New York Mellon, as trustee, paying agent, transfer agent and registrar (the Prustee), and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent (the Luxembourg Agent), as supplemented by the twelfth supplemental indenture dated September 8, 2023, the thirteenth supplemental indenture dated January 26, 2024, the sixteenth supplemental indenture to be dated January 30, 2026 and the seventeenth supplemental indenture to be dated January 30, 2026 (the twelfth supplemental indenture, the thirteenth supplemental indenture, the sixteenth supplemental indenture and the seventeenth supplemental indenture together with the Original Indenture, the Indenture). On September 8, 2023, the Company initially issued U.S.$700,000,000 aggregate principal amount of the 2053 Notes under the Original Indenture and, on January 26, 2024, the Company issued an additional U.S.$500,000,000 aggregate principal amount of the 2053 Notes under the Original Indenture (the 2053 Notes issued on September 8, 2023 and on January 26, 2024, collectively, the Existing 2053 Notes). The 2053 Notes will be consolidated with, constitute an additional issuance of, have terms and conditions identical to, rank equally with, form a single series with, and be fully fungible with the Existing 2053 Notes, except that any new Securities issued pursuant to Regulation S will trade separately under temporary CUSIP, ISIN and common code numbers until the expiration of a 40- day restricted period under Regulation S. Unless otherwise specified, defined terms used herein shall have the meanings set forth in Section 21 hereof.
The sale of the Securities to the Initial Purchasers will be made without registration of the Securities under the Act in reliance upon exemptions from the registration requirements of the Act.
In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum, dated January 27, 2026 (including any and all exhibits thereto, the Preliminary Memorandum, and a final offering memorandum, dated January 27, 2026 (as amended or supplemented at the Execution Time, including any and all exhibits thereto, the Final Memorandum). For the purposes of this purchase agreement (this Agreement), Additional Written Offering Communication means any written communication (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Securities other than the Preliminary Memorandum or the Final Memorandum, and Time of Sale Memorandum means the Preliminary Memorandum together with the pricing term sheets prepared by the Company substantially in the forms of Exhibit B-1 and Exhibit B-2 hereto and any Additional Written Offering Communications identified in SCHEDULE II hereto. Each of the Preliminary Memorandum, the Time of Sale Memorandum and the Final Memorandum sets forth certain information concerning the Company and the Securities. The Company hereby confirms that it has authorized the use of the Preliminary Memorandum, the Time of Sale Memorandum, the Final Memorandum and any Additional Written Offering Communications identified in SCHEDULE II hereto, and any amendment or supplement thereto, in connection with the offer and sale of the Securities by the Initial Purchasers.
1. Representations and Warranties. The Company represents and warrants to each Initial Purchaser as set forth below in this Section 1.
(a) The Time of Sale Memorandunn, at the Execution Time, does not and, on the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Preliminary Memorandum, at the date thereof, did not, and the Final Memorandun, at the date thereof, did not and, on the Closing Date, will not (and any amendment or supplement thereto, at the date thereof, and at the Closing Date, will not), contain any untrue statement of a material fact or omit to state any
2 material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty as to any information contained in the Preliminary Memorandum, the Time of Sale Memorandum or the Final Memorandum, or any amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Initial Purchasers through the Representatives specifically for inclusion therein, it being understood that the only such information is set forth in Section 7(b) hereof.
(b) Except for the Additional Written Offering Communications, if any, identified in SCHEDULE II hereto, and electronic road shows, if any, furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any Additional Written Offering Communication.
(c) Neither the Company, nor any of its Affiliates, nor any person acting on its or their behalf has, directly or indirectly, made offers or sales of any security (as defined in the Act), or solicited offers to buy or otherwise negotiated in respect of any security, which is or will be integrated with the sale of the Securities in a manner that would require the registration of the Securities under the Act.
(d) Neither the Company, nor any of its Affiliates, nor any person acting on its or their behalf, has, directly or indirectly, offered or sold the Securities in Chile or to any resident of Chile, except as permitted by applicable Chilean law.
(e) Neither the Company, nor any of its Affiliates, nor any person acting on its or their behalf has, directly or indirectly, offered, solicited offers to buy or sell any of the Securities by any form of general solicitation or general advertising (within the meaning of Regulation D) or in any manner involving a public offering (within the meaning of Section 4(a)(2) of the Act).
(f) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Act.
(g) The Company is a foreign issuer (as defined in Regulation S), and neither the Company, nor any of its Affiliates, nor any person acting on its or their behalf has engaged in any directed selling efforts (as defined in Regulation S) with respect to the Securities, except no such representation, warranty or agreement is made by the Company with respect to the Initial Purchasers.
(h) It is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers in the manner contemplated by this Agreement to register the Securities under the Act or to qualify the Indenture under the Trust Indenture Act.
(1) Each of the Company and its Affiliates, and any person acting on its or their behalf, has complied with the offering restrictions requirement of Regulation S.
(j) The Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in each of the Time of Sale Memorandum and the Final Memorandum will not be, required to register as an investment company within the meaning of the Investment Company Act.
(k) The Company has not paid or agreed to pay to any person any compensation for soliciting another to purchase any securities of the Company (except as contemplated by this Agreement).
(1) The Company has not taken, directly or indirectly, any action designed to cause or result in, or that has constituted or which might reasonably be expected to constitute or cause or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(m) Except as disclosed in each of the Time of Sale Memorandum and the Final Memorandun, there are no transaction, stamp or other issuance or transfer taxes or duties or other similar fees or withholdings or charges required to be paid in connection with the execution and delivery of this Agreement, the Indenture, the issuance or sale by the Company of the Securities or the enforcement of the Securities, other than (1) a 0.8% stamp tax on the incurrence of the indebtedness evidenced by the Securities, which will be paid by the Company upon the issuance of the Securities, and (1i) a 4% withholding tax on interest payments, and all other payments deemed to be interest payments, with respect to the Securities to the extent paid to a person domiciled or residing outside of Chile. If thin capitalization rules apply, as described in the Time of Sale Memorandum and the Final Memorandum, such interest payments would be subject to a 35% penalty tax that would be payable by the Company. The withholding tax applicable to the interest payments made by the Company can be proportionally credited against such 35% penalty tax. Payments of fees, compensations, service payments, and reimbursement of costs contemplated in this Agreement or in the Indenture, made to persons domiciled or residing outside of Chile may be subject to a (1) withholding tax at a rate of up to 35%; provided, however, that any such payment may (A) be exempted from withholding tax if it is deemed a comisión mercantil pursuant to the Commercial Code of Chile and the interpretation of the Chilean Internal Revenue Service (Servicio de Impuestos Internos, or the SIT, (B) be subject to a 15% withholding tax if it is deemed payment for a professional or technical assistance service, provided that the payment is not made to a party organized, domiciled or resident in one of the countries which falls under the scope of article 41H of the Chilean Income Tax Law in which case the withholding tax rate would be 20%, and (C) benefit from a reduced withholding tax rate or may be exempted if there is a double taxation treaty in force between Chile and the country of such persons residency that contemplates a reduced or exempt regime applicable; or (11) value added tax (impuesto al valor agregado) in Chile provided that (A) such payments are exempt from withholding tax under domestic law or a double taxation treaty in force applicable and (B) such payments were made in consideration for a service that is deemed to be rendered or utilized in Chile. Capital gains arising from the sale or other dispositions of the Securities made by a person domiciled or residing outside of Chile should not be deemed as Chilean source income, and therefore, not subject to withholding tax in Chile.
(n) Any information provided by the Company pursuant to Section 5(5) hereof will not, at the date thereof, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(o) The Company has been duly created and is validly existing as a state-owned enterprise under the laws of Chile with corporate power and authority to issue and sell the Securities as contemplated hereby. Each of the Company*s subsidiaries has been duly organized and is validly existing and in good standing under the laws of their respective jurisdictions of organization and, together with the Company, have the corporate power to own or lease, as the case may be, and to operate their properties and conduct their business as described in the Time of Sale Memorandum and the Final Memorandum, and are duly qualified to transact business in each jurisdiction which requires such qualification, except to the extent that the failure to be so qualified to transact business would not have a current or prospective material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business.
(p) The Company has no significant subsidiary as defined in Rule 1-02 of Regulation S-X pursuant to the Act.
(q) This Agreement has been duly authorized, executed and delivered by the Company; the Original Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery thereof by the Trustee, constitutes a valid and binding instrument enforceable against the Company in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, liquidation, reorganization, insolvency, moratorium or other laws affecting creditors rights generally and general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law)); and the Indenture and the Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchasers under this Agreement, will have been duly executed and delivered by the Company and will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture (subject, as to the enforcement of remedies, to applicable bankruptcy, liquidation, reorganization, insolvency, moratorium or other laws affecting creditors rights generally and general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law)).
(r) The Securities and the Indenture will conform in all material respects to the descriptions thereof in the Final Memorandum.
(s) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, in the Indenture or in the Securities, except (1) such as may be required under the blue sky or securities laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Initial Purchasers in the manner contemplated herein
9 and in each of the Time of Sale Memorandum and the Final Memorandum; and (ii) the following authorizations and registrations required by Chilean law, which have been obtained and remain in full force and effect: (A) authorization granted by the President of Chile and by Decree of the Minister of Finance, whether general or specific, pursuant to Article 4 of Decree Law No. 2,349 of 1978 and pursuant to Decree No. 1,009 issued by the Ministry of Finance, published in the Official Gazette on December 23, 1978, as renewed by Decree No. 1,096 dated October 1, 2025 and published in the Official Gazette on November 13, 2025; (B) authorization granted by the Minister of Finance to the Company to enter into negotiations relating to the issue of the Securities, pursuant to Decree Law No. 1,350 of 1976, as amended, which contains the statutory law of the Company (DL 1,350) and pursuant to Ordinary Resolution No. 2,811 issued by the Ministry of Finance dated December 19, 2025; (C) authorization granted by the Minister of Finance to the Company to issue the Securities, pursuant to DL 1,350 and pursuant to Ordinary Resolution No. 51 issued by the Ministry of Finance dated January 12, 2026; and (D) the delivery to the Ministry of Finance and the Ministry of Mining for approval and possible review of the proposed annual budget and a debt amortization budget pursuant to DL 1,350.
(t) Neither the execution and delivery of the Indenture or this Agreement, the issue and sale of the Securities, nor the consummation of any other of the transactions herein or therein contemplated, nor the fulfillment of the terms hereof, thereof or of the Securities has conflicted or will conflict with, or has resulted or will result in, a default, breach or violation of or imposition of any lien, charge or encumbrance upon, any property or assets of the Company or any of its subsidiaries (except, in the case of (1), (111) or (iv) below, for any such conflict, default, breach, violation or imposition as would not have a current or prospective material adverse effect on (x) the consummation of the transactions contemplated hereby or the rights of the holders of the Securities or (y) the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole) pursuant to (i) any provision of applicable law; (ii) DL 1,350, and the Company*s by-laws, as restated in Decree No. 3 of January 13, 2012 and published in the Official Gazette on July 4, 2012, or the Estatutos of the Company; (111) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or bound or to which its respective property is subject; or (iv) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, any of its subsidiaries or their respective properties.
(u) The consolidated historical financial statements and schedules of the Company and its consolidated subsidiaries included in each of the Time of Sale Memorandum and the Final Memorandum present fairly in all material respects the financial condition, results of operations and cash flows of the Company as of the dates and for the periods indicated and have been prepared in conformity with International Financial Reporting Standards as adopted by the International Accounting Standards Board (IFRS) in respect of full year periods for 2022, 2023 and 2024 and interim periods, in each case applied on a consistent basis throughout the periods involved (except as otherwise noted therein); the selected financial data set forth under the captions Summary
6 Consolidated Financial Data and Selected Consolidated Financial Data in each of the Time of Sale Memorandum and the Final Memorandum fairly present, on the basis stated in each of the Time of Sale Memorandum and the Final Memorandum, the information included therein and have been prepared in conformity with IFRS in respect of full year periods for 2022, 2023 and 2024 and interim periods, in each case applied on a consistent basis throughout the periods involved (except as otherwise noted therein).
(v) There is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property that is not described in each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto), except for such proceedings that, if the subject of an unfavorable decision, ruling or finding would not, singly or in the aggregate, have a current or prospective material adverse effect (i) on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, or (ii) on the power or ability of the Company to perform its obligations under this Agreement, the Indenture or the Securities or to consummate the transactions contemplated in each of the Time of Sale Memorandum and the Final Memorandum.
(w) No circumstance or other event has arisen that has caused or, with the giving of notice or the lapse of time, or both, would cause the Company to be in violation or default of: (1) any provision of DL 1,350, or its Estatutos; (11) the terms of any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole; or (111) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, except for such contraventions as would not have a current or prospective material adverse effect on the Company or its subsidiaries, taken as a whole.
(x) The Company and its subsidiaries possess all concessions, licenses, certificates, permits and other authorizations issued by the appropriate government and other regulatory authorities necessary to conduct their respective businesses, as described in each of the Time of Sale Memorandum and the Final Memorandum, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of any such concession, certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a current or prospective material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business.
(y) The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (11) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared to existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(z) The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, including the Company?s mining concessions, mining rights and water rights, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except (1) such as are set forth in or contemplated by each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto) or (1i) where the failure to have good title would not have a current or prospective material adverse effect on the condition (financial or otherwise), earnings business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business; all of the leases and subleases material to the business of the Company and its subsidiaries, taken as a whole, and under which the Company or any of its subsidiaries holds properties described in each of the Time of Sale Memorandum and the Final Memorandun, are in full force and effect, except (1) where the failure to be in full force and effect would not have a current or prospective material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, or (ii) such as are set forth in or contemplated by each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto); and none of the Company or its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease, except (1) claims which are being contested by the Company or its subsidiaries in good faith and which would not have a current or prospective material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, or (ii) such as are set forth in or contemplated by each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto).
(aa) PricewaterhouseCoopers Consultores, Auditores y Compañía Limitada, who have audited the full-years 2022, 2023 and 2024 consolidated financial statements of the Company included in each of the Time of Sale Memorandum and the Final Memorandum, and conducted a limited review of the interim unaudited consolidated financial statements of the Company as of September 30, 2025 and for the nine-month period ended September 30, 2025 and 2024 included in each of the Time of Sale Memorandum and the Final Memorandunm, are an independent audit firm with respect to the Company.
(bb) The Company and its subsidiaries (1) are in compliance with any and all applicable laws, regulations and approvals relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (Environmental Laws); (11) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (111) have not received notice of any actual or
8 potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except (x) where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a current or prospective material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, and (y) as described in each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto).
(cc) In the ordinary course of its business, the Company periodically reviews the effect of Environmental Laws on the business, operations and properties of the Company and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties); on the basis of such review, the Company has reasonably concluded that such associated costs and liabilities would not, singly or in the aggregate, have a current or prospective material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto).
(dd) Since the respective dates as of which information is given in each of the Time of Sale Memorandum and the Final Memorandum, nothing has occurred giving rise to a current or prospective material adverse change in the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto).
(ee) Pursuant to Article 52 of Law No. 18,840 of 1989, the Organic Law of the Central Bank of Chile, as amended, and DL 1,350, the Company is exempt from the Central Bank of Chiles exchange regulations in connection with the issuance, placement and payments upon the Securities. The Company is entitled to make payments under the Securities with its own available foreign currency obtained from its export operations and deposited with the Central Bank of Chile.
(ff) The Company has validly and irrevocably submitted to the non-exclusive jurisdiction of any state or federal court located in the City of New York, New York, has validly and irrevocably waived, to the extent permitted by law, any objection to the venue of a proceeding in any such court and has validly and irrevocably appointed Cogency Global Inc. in New York City as its authorized agent for service of process.
(gg) The Company has validly and irrevocably waived, pursuant to Section 17 hereof, and will have validly and irrevocably waived pursuant to the Indenture and the Securities, for itself and its revenues and assets, to the extent permitted by applicable law,
9 any immunity from suit, jurisdiction, attachment in aid or execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect to its obligations, respectively, under this Agreement, the Indenture and the Securities to which lt may be entitled or become entitled whether or not claimed, including sovereign immunity, except that (1) for the attachment and judicial sale of mining concessions and installations and other goods permanently dedicated to exploration or extraction of minerals relating to such mining concessions, except with respect to mortgages, the consent of the Company will be required and shall be given in the same judicial proceeding in which the attachment and sale is sought (as set forth in Article 226 of the Mining Code of Chile); and (11) pursuant to the Chilean Constitution, the mining concessions corresponding to mining deposits exploited by the Company upon its creation in 1976 cannot be subject to attachment nor to any act of disposition by the Company. Each such waiver is binding under Chilean law and remains in full force and effect.
(hh) The Company has an authorized capitalization as set forth in each of the Time of Sale Memorandum and the Final Memorandum under the heading Capitalization; and all the outstanding shares of capital stock or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non- assessable and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party.
(1i) Neither the Company nor any of its subsidiaries nor, to the best knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries: (1) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (11) has made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (111) has taken any action, directly or indirectly, that violated or is in violation of any provision of any applicable anti- bribery or anti-corruption law or regulation enacted in any jurisdiction, including, without limitation, the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or under the Bribery Act of 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iv) has made any unlawful bribe, influence payment, kickback or other unlawful payment or gift of money or anything of value prohibited under any applicable law or regulation in connection with the Company. The Company has instituted, and maintains, policies and procedures designed to promote and achieve the Company and its subsidiaries? compliance with all applicable anti-bribery and anti-corruption laws.
(jj) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, and applicable money laundering statutes of all jurisdictions, rules and regulations thereunder and related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the Money Laundering Laws), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of
10 lts subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened or contemplated.
(kk) Neither the Company, any of its subsidiaries, nor any director or officer of the Company or any of its subsidiaries, nor to the knowledge of the Company, any agent, employee or affiliate (other than the Republic of Chile) of the Company or any of its subsidiaries (1) is currently an individual or entity that is, or is 50% or more owned or controlled or is acting on behalf of, one or more individuals or entities (other than the Republic of Chile) that are currently the subject of any sanctions administered or enforced by the United States (including administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC) or the U.S. Department of State), the European Union, His Majesty?s Treasury or the United Nations Security Council (collectively, the Sanctions), (1i) is organized, located or a resident in a country or territory that is currently the subject of territorial Sanctions broadly prohibiting dealing with such country or territory (each such country, a Sanctioned Country, currently the Crimea, Kherson and Zaporizhzhya regions, the so-called Donetsk People?s Republic and the so-called Luhansk People’s Republic regions of Ukraine, Cuba, Iran, or North Korea, and such persons, Sanctioned Persons and each such person, a Sanctioned Person), or (i1i) will, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in a violation of any Sanctions by, or would reasonably be expected to result in the imposition of Sanctions against, any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise. Neither the Company nor any of its subsidiaries has, to the knowledge of the Company, engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, since April 24, 2019, that have resulted in a violation of Sanctions by, or the imposition of Sanctions against, the Company or the Initial Purchasers, nor does the Company or any of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, that would result in a violation of Sanctions by, or would reasonably be expected to result in the imposition of Sanctions against, the Company or the Initial Purchasers.
(11) No labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists or, to the best knowledge of the Company, is contemplated or threatened, and the Company is not aware of any existing or imminent labor disturbance by, or dispute with, the employees of any of the Company?*s subsidiaries principal suppliers, contractors or customers, except (x) as would not have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business and (y) as set forth in or contemplated in each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto).
(mm) The Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, which insurance is in amounts and insures against such losses and risks as are adequate to protect the Company and its subsidiaries and their respective businesses, except where any failure to have such insurance would not
11 result in a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business; and neither the Company nor any of its subsidiaries has (1) received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (11) any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business at a cost that would not result in a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business.
(nn) Except as would not reasonably be expected to, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, the Company and its subsidiaries information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, data, and databases (collectively, IT Systems) are adequate for, and operate and perform as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted. The Company and its subsidiaries have used commercially reasonable efforts to implement and maintain commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (Personal Data)) used in connection with their businesses. Except as would not reasonably be expected to, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, there have been no breaches, violations, outages or unauthorized uses of or accesses to the IT Systems or Personal Data, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. Neither the Company nor its subsidiaries have been notified of, and have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems or Personal Data, except as would not reasonably be expected to, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole. Except as would not reasonably be expected to, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, the Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
12 Any certificate signed by any officer of the Company and delivered to the Representatives or counsel for the Initial Purchasers in connection with the offering of the Securities shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Initial Purchaser.
2. Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Company, at a purchase price of (1) 99.920% of the principal amount of the 2037 Notes, plus accrued interest, if any, from January 30, 2026 to the Closing Date (as defined below), and (ii)
101.799% of the principal amount of the 2053 Notes, plus accrued interest from (and including) September 8, 2025 to, but excluding, January 30, 2026, totaling U.S.$6,212,500, plus additional interest, if any, from January 30, 2026 to the Closing Date (as defined below), the principal amount of Securities set forth opposite such Initial Purchaser’s name in SCHEDULE lI hereto.
(b) The Company acknowledges and agrees that the Initial Purchasers are acting solely in the capacity of an arms length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, no Initial Purchaser is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Company with respect thereto. Any review by the Initial Purchasers of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Company. The Company acknowledges that none of the activities of the Initial Purchasers in connection with the offering of Securities constitutes a recommendation, investment advice or solicitation or any action by the Initial Purchasers with respect to the Company.
3. Delivery and Payment. Delivery of and payment for the Securities shall be made at 10:00 A.M., New York City time, on January 30, 2026 or at such time on such later date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 8 hereof (such date and time of delivery and payment for the Securities, including as so postponed, being herein called the Closing Date). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Initial Purchasers against payment by the several Initial Purchasers through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the account specified by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (DTC) unless the Representatives shall otherwise instruct.
4. Offering by the Initial Purchasers. Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees with the Company that: (a) It has not offered or sold, and will not offer or sell, any Securities except
(1) to persons it reasonably believes to be qualified institutional buyers (as defined in Rule
13 144A under the Act) and that, in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale is being made in reliance on Rule 144A; or (ii) in accordance with the restrictions set forth in Exhibit A hereto.
(b) Neither it nor any person acting on its behalf has made or will make offers or sales of the Securities in the United States by means of any form of general solicitation or general advertising (within the meaning of Regulation D) in the United States or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Act.
(c) Unless it has obtained or will obtain the prior written consent of the Company, it has not used, and will not use, or authorize use of, any written communication that constitutes an offer to sell or the solicitation of an offer to buy the Securities other than: (1) the Preliminary Memorandum; (ii) the Time of Sale Memorandum; (ii) the Final Memorandum; (iv) any Additional Written Offering Communications identified in SCHEDULE Il hereto; and (v) any Bloomberg or other customary electronic communications providing certain ratings or proposed terms of the Securities or relating to marketing, administrative or procedural matters in connection with the offering of the Securities.
5. Covenants of the Company. The Company agrees with each Initial Purchaser that: (a) The Company will furnish to each Initial Purchaser and to counsel for the Initial Purchasers, without charge, during the period referred to in paragraph (d) below, electronic copies of the materials contained in the Time of Sale Memorandum, the Final Memorandum and any amendments and supplements thereto as they may reasonably request.
(b) Before amending or supplementing the Preliminary Memorandum, the Time of Sale Memorandum or the Final Memorandum, the Company will furnish to the Initial Purchasers a copy of each such proposed amendment or supplement and will not use any such proposed amendment or supplement to which the Initial Purchasers reasonably object.
(c) The Company will furnish to each Initial Purchaser a copy of each proposed Additional Written Offering Communication to be prepared by or on behalf of, used by, or referred to by the Company and agrees not to use or refer to any proposed Additional Written Offering Communication to which the Initial Purchasers reasonably object.
(d) If at any time prior to the completion of the sale of the Securities by the Initial Purchasers (as determined by the Representatives), any event occurs as a result of which the Time of Sale Memorandum or the Final Memorandum, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it should be necessary to amend or supplement the Time of Sale Memorandum or the Final Memorandum to comply with applicable law, the Company promptly: (i) will notify the Representatives of any such event; (11) subject to the requirements of paragraph (b) of this Section 5, will prepare an amendment or supplement that will correct such statement or omission or effect such compliance; and (iii) will supply any supplemented or amended Time of Sale
14 Memorandum or the Final Memorandum to the several Initial Purchasers and counsel for the Initial Purchasers without charge in such quantities as they may reasonably request.
(e) The Company will arrange, if necessary, for the qualification of the Securities for sale by the Initial Purchasers under the laws of such jurisdictions as the Initial Purchasers may reasonably designate and will maintain such qualifications in effect so long as required for the sale of the Securities; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.
The Company will promptly advise the Representatives of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
(£) During the period of one year after the Closing Date, the Company will not resell, and will not permit any person that is an affiliate (as defined in Rule 144 under the Act) at the time of any contemplated resale or that has been an affiliate within the three months preceding such time to resell, any of the Securities that have been reacquired by any of them, except for Securities purchased by the Company or any of its affiliates and resold in a transaction registered under the Act or in reliance of Regulation S.
(g) Neither the Company, nor any of its Affiliates, nor any person acting on its or their behalf will, directly or indirectly, make offers or sales of any security, or solicit offers to buy any security, under circumstances that would require the registration of the Securities under the Act.
(h) Neither the Company, nor any of its Affiliates, nor any person acting on its or their behalf will, directly or indirectly, make offers or sales of the Securities in Chile or to any resident of Chile, except as permitted by applicable Chilean law.
(1) Neither the Company, nor any of its Affiliates, nor any person acting on its or their behalf will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Securities in the United States or in any manner involving a public offering within the meaning of Section
4(aJQ) of the Act.
(f) Solong as any of the Securities are restricted securities within the meaning Of Rule 144(a)(3) under the Act, the Company will, unless it becomes subject to and complies with Section 13 or 15(d) of the Exchange Act, or becomes exempt from such reporting requirements pursuant to, and complies with, Rule 12g3-2(b) under the Exchange Act, provide to each holder of such restricted securities and to each prospective purchaser (as designated by such holder) of such restricted securities, upon the request of such holder or prospective purchaser, any information required to be provided by Rule 144A(d)(4) under the Act. This covenant is intended to be for the benefit of the holders, and the prospective purchasers designated by such holders, from time to time of such restricted securities.
15 (k) Neither the Company, nor any of its Affiliates, nor any person acting on its or their behalf will engage in any directed selling efforts (as defined in Regulation S) with respect to the Securities.
(1) The Company will cooperate with the Representatives and use its best efforts to permit the Securities to be eligible for clearance and settlement through DTC, including lts indirect participants, Euroclear Bank S.A.N.V. (Euroclear) and Clearstream Banking, S.A. (Clearstream.
(m) The Company will use its best efforts to effect the listing of the Securities on the Euro MTF market of the Luxembourg Stock Exchange and for so long as the Securities are outstanding, will file with the Euro MT’F market of the Luxembourg Stock Exchange and any other governmental agency, authority or instrumentality in Luxembourg as may be required, such reports, documents, agreements and other information which may, from time to time, be required to be so filed; provided that the Company may, in its reasonable discretion, de-list the Securities in the event that any European or national legislation becomes effective in Luxembourg in a manner that would require the Company to publish or produce financial statements according to accounting principles or standards that are different from IFRS or that would otherwise impose requirements that the Company determines, in its reasonable discretion, are not reasonable.
(n) The Company will not for a period of 30 days following the Execution Time, without the prior written consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any Affiliate of the Company or any person in privity with the Company or any Affiliate of the Company), directly or indirectly, or announce any public or broadly marketed offering of, any U.S. dollar-denominated debt securities issued or guaranteed by the Company in the international capital markets (other than the Securities).
(o) The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or which might reasonably be expected to constitute or cause or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(p) The Company agrees either to pay directly or to reimburse the Initial Purchasers, as the case may be, for the reasonable and documented expenses relating to the following matters: (1) the issuance of the Securities and the fees and expenses of the Trustee (including, without limitation, the fees of counsel for such trustee); (1i) the preparation, printing and reproduction of each of the Preliminary Memorandum and Final Memorandum and each amendment or supplement to either of them, including the pricing term sheet prepared by the Company and any Additional Written Offering Communications identified in SCHEDULE II hereto; (111) the printing (and reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of each of the Preliminary Memorandum and Final Memorandum, and all amendments or supplements to either of them, as may, in each case,
16 be reasonably requested for use in connection with the offering and sale of the Securities; (iv) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (v) the printing (and reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Initial Purchasers relating to such registration and qualification); (vii) the listing of the Securities with the Euro MT’F market of the Luxembourg Stock Exchange (including the fees of the agent retained in connection with such listing); (viii) the approval of the Securities for book-entry transfer by DTC, Euroclear and Clearstream; (ix) the rating of the Securities by rating agencies; (x) the expenses incurred by the Company or the Initial Purchasers in connection with presentations to prospective purchasers of the Securities; (xi) the fees and expenses of the Company?s accountants; (xii) the fees and expenses of counsel (including local and special United States and Chilean counsels) for the Company; (x111) all other reasonable and documented expenses incurred by the Initial Purchasers in connection with the offering and sale of the Securities, except for the fees and expenses of counsels (including United States and Chilean counsels) for the Initial Purchasers; and (xiv) all other fees and expenses incident to the performance by the Company and the Initial Purchasers of their obligations hereunder; provided that, if the offering of the Securities (A) is not completed within twelve months because any condition to the obligations of the Initial Purchasers set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Initial Purchasers, the Company shall pay directly all costs and expenses contemplated by this Section 5(p) or, to the extent the Initial Purchasers have borne such costs and expenses, shall reimburse the Initial Purchasers severally through the Representatives; and (B) is completed, the Initial Purchasers shall pay for all such costs and expenses of this Section 5(p) pro rata in proportion to each Initial Purchaser?s commitment to purchase Securities as listed in SCHEDULE I hereto in accordance with Section 2(a) and this Section 5(p) (except for the costs and expenses contemplated by 5(p)(x), 5(pMxi) and 5(plMxii), which shall be paid directly by the Company whether or not the offering of the Securities is completed), and the Company shall cover such costs and expenses of this Section 5(p) pursuant to Section 2(a).
(q) The Company will apply the net proceeds from the sale of the Securities substantially in accordance with the description set forth under the heading Use of Proceeds in each of the Time of Sale Memorandum and the Final Memorandum.
(r) The Company will not take any action or omit to take any action (such as issuing any press release relating to any Securities without an appropriate legend) which may result in the loss by any of the Initial Purchasers of the ability to rely on any stabilization safe harbor provided by the Financial Conduct Authority under the U.K.
Financial Services and Markets Act 2000 (the FSMA).
6. Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities on the Closing Date shall be subject to the accuracy of the
17 representations and warranties of the Company contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Company shall have requested and caused Linklaters LLP, U.S. counsel for the Company, to furnish to the Representatives its opinion, dated the Closing Date and addressed to the Representatives, substantially to the effect that:
(1) This Agreement has been duly executed and delivered by the Company.
(11) The Securities have been duly executed, authenticated, issued and delivered and constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability relating to or affecting creditors rights and to general equity principles.
(111) The Indenture has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery thereof by the Trustee, constitutes a valid and legally binding agreement of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability relating to or affecting creditors rights and to general equity principles.
(iv) Registration of the Securities under the United States Securities Act of 1933, as amended (the Securities Act), and qualification of an indenture under the United States Trust Indenture Act of 1939, as amended, are not required for (1) the offer and sale of the Securities by the Company to the Initial Purchasers and (11) the offer and initial resale of the Securities by the Initial Purchasers, in each case in the manner contemplated by this Agreement.
(v) The Company is not and, immediately after, and giving effect only to, the offer and sale of the Securities and the application of the proceeds thereof as described in the Time of Sale Memorandum and the Final Memorandum, the Company will not be an investment company within the meaning of the United States Investment Company Act of 1940, as amended, and the rules and regulations thereunder.
(vi) All regulatory consents, authorizations, approvals and filings required to be obtained or made by the Company on or prior to the date hereof under the federal laws of the United States and the laws of the State of New York for the execution and delivery of this Agreement, the Securities and the Indenture and the performance of its obligations thereunder have been obtained or made.
(vii) The execution and delivery by the Company of this Agreement, the Securities and the Indenture do not, and the performance by the Company of its
18 obligations under the Purchase Agreement, the Securities and the Indenture will not, violate (1) any existing federal law of the United States or law of the State of New York applicable to the Company, or (11) certain agreements listed in Schedule A of the opinion (the Reviewed Agreements).
(viii) The Company has validly submitted to the jurisdiction of the courts within the City and State of New York specified in this Agreement with respect to the proceedings specified herein, and has, to the fullest extent permitted by applicable law, validly and irrevocably waived any objection to the laying of the venue of such proceedings in any such court, and has validly and irrevocably appointed Cogency Global Inc. as its authorized agent for the purpose described in such section, and service of process effected in the manner set forth in this Agreement and the Indenture will be effective to confer valid personal jurisdiction over the Company in such proceedings.
(ix) The statements under the captions Description of the Notes and Taxation-U.S. Federal Income Taxation in the Time of Sale Memorandum and in the Final Memorandum, in each case insofar as those statements summarize provisions of documents governed by New York law and provisions of United States federal income tax law therein described, in the case of the Disclosure Package, at the Execution Time and, in the case of the Offering Memorandum, on the date of the Offering Memorandum are accurate summaries in all material respects.
(b) The Company shall have requested and caused Linklaters LLP, U.S. counsel for the Company, to furnish to the Representatives its letter, dated the Closing Date and addressed to the Representatives, substantially to the effect that no information has come to such counsels attention that causes it to believe that: (i) the Time of Sale Memorandum (except the financial statements and schedules and other financial and statistical data included therein, the information therein relating to the Company?*s ore reserves, as to which such counsel expresses no view), as of the Execution Time, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (1i) the Final Memorandum (except the financial statements and schedules and other financial and statistical data included therein, the information therein relating to the Company?*s ore reserves, as to which such counsel expresses no view), as of the Closing Date or the Execution Time, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
In rendering its opinion under Section 6(a) hereof and furnishing its letter under
Section 6(b) hereof, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York or federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing 19 whom they believe to be reliable and who are satisfactory to counsel for the Initial Purchasers; and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials.
(c) The Company shall have requested and caused Carey y Cía. Ltda., Chilean counsel for the Company, to furnish to the Representatives its opinion, dated the Closing Date and addressed to the Representatives, substantially to the effect that:
(1) the Company has been duly created and is validly existing as a state- owned company under the laws of Chile, with full corporate power and authority to own or lease, as the case may be, and to operate its properties, exercise its mining concessions, mining rights and water rights, and conduct its business as described in each of the Time of Sale Memorandum and the Final Memorandum, and is duly qualified to do business under the laws of each jurisdiction which requires such qualification;
(11) the Indenture has been duly authorized, executed and delivered, and constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, liquidation, reorganization, insolvency, moratorium or other laws affecting creditors? rights generally and general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law)); and the Securities have been duly and validly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchasers under this Agreement, will have been duly executed and delivered by the Company and will constitute legal, valid, binding and enforceable obligations of the Company entitled to the benefits of the Indenture (subject, as to the enforcement of remedies, to applicable bankruptcy, liquidation, reorganization, insolvency, moratorium or other laws affecting creditors rights generally and general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law));
(111) the statements in each of the Time of Sale Memorandum and the Final Memorandum under the captions Presentation of Financial and Statistical Information, Enforceability of Civil Liabilities, Exchange Rates, Risk Factors-Risks Relating to CODELCOs Operations-CODELCO'”s compliance with environmental, health and safety laws may require increased costs, including Capital commitments, and non-compliance may subject it to significant penalties, Risk Factors-Risks Relating to CODELCOs Operations-Future compliance with a changing and complex regulation scheme may require changes in CODELCO’s business, Risk Factors-Risks Relating to CODELCO’s Operations-Labor disruptions involving CODELCO” employees or the employees of its independent contractors could affect CODELCOs production levels and costs, -Risks Relating to CODELCOs Operations- Recent bills of law on labor and social security matters could affect CODELCOs operations and employee costs, Risk Factors-Risks Relating to CODELCOs Relationship with the Government of Chile, Management’s Discussion and Analysis of Financial
20 Condition and Results of Operations-Results of Operations for the Three Years Ended December 31, 2024 -Other expenses, Management’s Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations for the Nine-Month Periods Ended September 30, 2025 and 2024–Foreign exchange differences, Management’s Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations for the Nine-Month Periods Ended September 30, 2025 and 2024-Income tax expense, Management’s Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations for the Three Years Ended December 31,
2024-Other expenses, Management’s Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations for the Three Years Ended December 31, 2024-Income tax expense, Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Distributions to the Chilean Treasury, Regulatory Framework, Management, Related Party Transactions, Foreign Investment and Exchange Controls in Chile and Taxation-Chilean Taxation, insofar as such statements constitute summaries of Chilean legal matters, documents or proceedings referred to therein, fairly summarize the matters therein; (iv) such counsel has no reason to believe that (A) at the Execution Time, the Time of Sale Memorandum contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (B) at the Execution Time or on the Closing Date, the Final Memorandum contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no opinion); (v) this Agreement has been duly authorized, executed and delivered by the Company; (vi) the Company has all requisite corporate power and authority, has taken all requisite corporate action and has received and is in compliance with all governmental, judicial and other authorizations, approvals and orders necessary to enter into and perform its obligations under this Agreement and the Indenture and to issue and perform its obligations under the Securities, and no consent, approval, authorization, filing with or order of any Chilean court or governmental agency or body is required in connection with the transactions contemplated herein, in the Indenture or in the Securities, except (1) such as may be required under the blue sky or securities laws of any jurisdiction in connection with the purchase and sale of the Securities by the Initial Purchasers in the manner contemplated in this Agreement, the Time of Sale Memorandum and the Final Memorandum, and (ii) the following authorizations and registrations required by Chilean law, which have been obtained and remain in full force and effect: (A) authorization granted by the President of Chile and by Decree of the Minister of Finance, whether general or specific, pursuant to Article 4 of Decree Law No. 2,349 of 1978 and pursuant to
21 Decree No. 1,009 issued by the Ministry of Finance, published in the Official Gazette on December 23, 1978, as renewed by Decree No. 1,096 dated October 1, 2025, and published in the Official Gazette on November 13, 2025; (B) authorization granted by the Minister of Finance to the Company to enter into negotiations relating to the issue of the Securities, pursuant to DL 1,350 and pursuant to Ordinary Resolution No. 2,811 issued by the Ministry of Finance dated December 19, 2025; (C) authorization granted by the Minister of Finance to the Company to issue the Securities, pursuant to DL 1,350 and pursuant to Ordinary Resolution No. 51 issued by the Ministry of Finance dated January 12, 2026; and (D) the delivery to the Ministry of Finance and the Ministry of Mining for approval and possible review of the proposed annual budget and a debt amortization budget pursuant to DL 1,350.
(vii) neither the execution and delivery of the Indenture or this Agreement, the issue and sale of the Securities, nor the consummation of any other of the transactions herein or therein contemplated, nor the fulfillment of the terms hereof, thereof or of the Securities will conflict with, or result in, a default, breach or violation of, or imposition of any lien, charge or encumbrance upon any property or asset of the Company or its subsidiaries pursuant to, (i) any provision of applicable Chilean law; (11) DL 1,350 and the Company*s by-laws, as restated in Decree No. 3 of January 13, 2012 and published in the Official Gazette on July 4, 2012, or the Estatutos of the Company; or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any Chilean court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, any of its subsidiaries or any of their respective properties; (viii) pursuant to Article 52 of the Organic Law of the Central Bank of Chile and DL 1,350, the Company is exempt from the Central Bank of Chiles regulations in connection with the issuance, placement and payments upon the Securities. The Company is entitled to make payments under the Securities with its own available foreign currency obtained from its export operations and deposited with the Central Bank of Chile; (ix) except as disclosed in each of the Time of Sale Memorandum and the Final Memorandum, there are no transaction, stamp or other issuance or transfer taxes or duties or other similar fees or withholdings or charges required to be paid in connection with the execution and delivery of this Agreement, the Indenture, the issuance or sale by the Company of the Securities or the enforcement of the Securities, other than (i) a 0.8% stamp tax on the incurrence of the indebtedness evidenced by the Securities, which will be paid by the Company upon the issuance of the Securities, and (11) a 4% withholding tax on interest payments, and all other payments deemed to be interest payments, with respect to the Securities to the extent paid to a person domiciled or residing outside of Chile. If thin capitalization rules apply, as described in the Time of Sale Memorandum and the Final Memorandum, such interest payments would be subject to a 35% penalty tax that would be payable by the Company. The withholding tax applicable to the interest payments made by the Company can be proportionally credited against such 35%
22 penalty tax. Payments of fees, compensations, service payments and reimbursement of costs contemplated in this Agreement or in the Indenture, made to persons domiciled or residing outside of Chile may be subject to a (1) withholding tax at a rate of up to 35%; provided, however, that any such payment may (A) be exempted from withholding tax if it is deemed a comisión mercantil pursuant to the Commercial Code of Chile and the interpretation of the Chilean Internal Revenue Service (Servicio de Impuestos Internos, or the SIT), (B) be subject to a 15% withholding tax if it is deemed payment for a professional or technical assistance service, provided that the payment is not made to a party organized, domiciled or resident in one of the countries which falls under the scope of article 41H of the Chilean Income Tax Law in which case the withholding tax rate would be 20%, and (C) benefit from a reduced withholding tax rate or may be exempted if there is a double taxation treaty in force between Chile and the country of such person’s residency that contemplates a reduced or exempt regime applicable; or (ii) value added tax (impuesto al valor agregado) in Chile provided that (A) such payments are exempt from withholding tax under domestic law or a double taxation treaty in force applicable and (B) such payments were made in consideration for a service that is deemed to be rendered or utilized in Chile. Capital gains arising from the sale or other dispositions of the Securities made by a person domiciled or residing outside of Chile should not be deemed as Chilean source income, and therefore, not subject to withholding tax in Chile.
(x) none of the holders of the Securities, the Initial Purchasers or the Trustee will be deemed resident, domiciled, carrying on business or subject to any tax liability in Chile solely by reason of the holding of the Securities or the execution, delivery, performance or enforcement of this Agreement, the Indenture or the Securities, assuming that none of such persons is domiciled or is a resident of Chile or has a permanent establishment in Chile; (xi) the choice of law provisions set forth in Section 15 hereof, in the Indenture and in the Securities are legal, valid and binding under the laws of Chile and such counsel knows of no reason why the courts of Chile would not give effect to the choice of New Y ork law as the proper law of this Agreement, of the Indenture and of the Securities; the Company has the legal capacity to sue and be sued in its own name under the laws of Chile; the Company has been empowered by Decree No. 1,009 issued by the Ministry of Finance, published in the Official Gazette on December 23, 1978, as renewed by Decree No. 1,096 dated October 1, 2025, and published in the Official Gazette on November 13, 2025, to submit, and has irrevocably submitted, to the non-exclusive jurisdiction of the New York courts and has validly and irrevocably appointed Cogency Global Inc. as its authorized agent for the purpose described in Section 14 hereof, in the Indenture and in the Securities under the laws of Chile; the irrevocable submission of the Company to the non- exclusive jurisdiction of the New York courts and the waivers by the Company of any objection to the venue of the proceeding in a New York court herein, in the Indenture and in the Securities are legal, valid and binding under the laws of Chile and such counsel knows of no reason why the courts of Chile would not give effect to such submission and waivers; service of process in the manner set forth in Section 14 hereof, in the Indenture and in the Securities will be effective to confer
23 valid personal jurisdiction over the Company under the laws of Chile; and the courts in Chile will recognize as valid and final, and will enforce, any final and conclusive judgment against the Company obtained in a New York court arising out of or in relation to the obligations of the Company under this Agreement, the Indenture or the Securities, subject only to the conditions and qualifications described in each of the Time of Sale Memorandum and the Final Memorandum under the caption Enforceability of Civil Liabilities; (x11) the Company has validly and irrevocably waived, pursuant to Section 17 hereof and to the provisions of the Indenture and the Securities for itself and its revenues and assets, to the full extent permitted by Chilean law, any immunity from suit, jurisdiction, attachment in aid or execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect to its obligations, respectively, under this Agreement, the Indenture and the Securities to which it may be entitled or become entitled whether or not claimed, including sovereign immunity, except that (1) for the attachment and judicial sale of mining concessions and installations and other goods permanently dedicated to exploration or extraction of minerals relating to such mining concessions, except with respect to mortgages, the consent of the Company will be required and shall be given in the same judicial proceeding in which the attachment and sale is sought (as set forth in Article 226 of the Mining Code of Chile); and (ii) pursuant to the Chilean Constitution, the mining concessions corresponding to mining deposits exploited by the Company upon its creation in 1976 cannot be subject to attachment nor to any act of disposition by the Company. Each such waiver is binding under Chilean law and remains in full force and effect; and (x111) this Agreement, the Indenture and the Securities are in proper legal form under the laws of Chile for the enforcement thereof against the Company in Chile without the need to obtain any other consent, approval or authorization, to file any notification or to take any further action on the part of the Initial Purchasers or the Trustee and to ensure the legality, validity, enforceability or admissibility in evidence of any of this Agreement, the Indenture and the Securities, and except for their translation into Spanish for their presentation to a Chilean court and subject to the payment of the applicable stamp tax, if any (and applicable readjustments and penalties, if any), it is not necessary that any other document be filed or recorded with any court or other authority in Chile or that any stamp or similar tax be paid on or in respect of any such document or the Securities.
In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than Chile, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Initial Purchasers; and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Memorandum in this Section 6(c) include any amendment or supplement thereto at the Closing Date.
(d) The Company shall have requested and caused the General Counsel of the
Company, to furnish to the Representatives her opinion, dated the Closing Date and addressed to the Representatives, substantially to the effect that:
24
(1) the Company has been duly created and is validly existing as a State- owned company under the laws of Chile, with full corporate power and authority to own or lease, as the case may be, and to operate its properties, exercise its mining concessions, mining rights and water rights, and conduct its business as described in each of the Time of Sale Memorandum and the Final Memorandum, and is duly qualified to do business under the laws of each jurisdiction which requires such qualification;
(11) the Indenture has been duly authorized, executed and delivered, and constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, liquidation, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally and general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law)); and the Securities have been duly and validly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchasers under this Agreement, will have been duly executed and delivered by the Company and will constitute legal, valid, binding and enforceable obligations of the Company entitled to the benefits of the Indenture (subject, as to the enforcement of remedies, to applicable bankruptcy, liquidation, reorganization, insolvency, moratorium or other laws affecting creditors rights generally and general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law));
(111) to the knowledge of such counsel, there is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property that is not set forth in or contemplated by each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto), except for such proceedings that, if the subject of an unfavorable decision, ruling or finding, would not, singly or in the aggregate, have a Current or prospective material adverse effect (i) on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, or (1i) on the power or ability of the Company to perform its obligations under this Agreement, the Indenture or the Securities or to consummate the transactions contemplated in each of the Time of Sale Memorandum and the Final Memorandum; (iv) the Company has an authorized capitalization as set forth in each of the Time of Sale Memorandum and the Final Memorandum under the heading Capitalization; and all the outstanding shares of capital stock or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party;
25 (v) such counsel has no reason to believe that (1) at the Execution Time, the Time of Sale Memorandum contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (11) at the Execution Time and on the Closing Date, the Final Memorandum contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no opinion); (vi) this Agreement has been duly authorized, executed and delivered by the Company; (vii) the Company has all requisite corporate power and authority, has taken all requisite corporate action and has received and is in compliance with all governmental, judicial and other authorizations, approvals and orders necessary to enter into and perform its obligations under this Agreement and the Indenture and to issue and perform its obligations under the Securities, and no consent, approval, authorization, filing with or order of any Chilean court or governmental agency or body is required in connection with the transactions contemplated herein, in the Indenture or in the Securities, except (1) such as may be required under the blue sky or securities laws of any jurisdiction in connection with the purchase and sale of the Securities by the Initial Purchasers in the manner contemplated in this Agreement, the Time of Sale Memorandum and the Final Memorandum; and (ii) the following authorizations and registrations required by Chilean law, which have been obtained and remain in full force and effect: (A) authorization granted by the President of Chile and by Decree of the Minister of Finance, whether general or specific, pursuant to Article 4 of Decree Law No. 2,349 of 1978, and pursuant to Decree No. 1,009 issued by the Ministry of Finance, published in the Official Gazette on December 23, 1978, as renewed by Decree No. 1,096 dated October 1, 2025, and published in the Official Gazette on November 13, 2025; (B) authorization granted by the Minister of Finance to the Company to enter into negotiations relating to the issue of the Securities, pursuant to DL 1,350 and pursuant to Ordinary Resolution No. 2,811 issued by the Ministry of Finance dated December 19, 2025; (C) authorization granted by the Minister of Finance to the Company to issue the Securities, pursuant to DL 1,350 and pursuant to Ordinary Resolution No. 51 issued by the Ministry of Finance dated January 12, 2026; and (D) the delivery to the Ministry of Finance and the Ministry of Mining for approval and possible review of the proposed annual budget and a debt amortization budget pursuant to DL 1,350.
(viii) pursuant to Article 52 of the Organic Law of the Central Bank of Chile and DL 1,350, the Company is exempt from the Central Bank of Chiles regulations in connection with the issuance, placement and payments upon the Securities. The Company is entitled to make payments under the Securities with its own available foreign currency obtained from its export operations and deposited with the Central Bank of Chile;
26 (ix) neither the execution and delivery of the Indenture or this Agreement, the issue and sale of the Securities, nor the consummation of any other of the transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or asset of the Company or any of its subsidiaries pursuant to: (i) any provision of applicable law; (1i) DL 1,350, and the Company?s by-laws, as restated in Decree No. 3 of January 13, 2012, or the Estatutos of the Company; (iii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or bound or to which its respective property is subject; or (iv) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, any of its subsidiaries or any of their respective properties; (x) the statements in each of the Time of Sale Memorandum and the Final Memorandum under the captions Presentation of Financial and Statistical Information, Enforceability of Civil Liabilities, Exchange Rates, Risk Factors-Risks Relating to CODELCOs Operations-CODELCOs compliance with environmental, health and safety laws may require increased costs, including Capital commitments, and non-compliance may subject it to significant penalties, Risk Factors-Risks Relating to CODELCOs Operations-Future compliance with a changing and complex regulation scheme may require changes in CODELCO’s business, Risk Factors-Risks Relating to CODELCO’s Operations-Labor disruptions involving CODELCO” employees or the employees of its independent contractors could affect CODELCOs production levels and costs, Risk Factors-Risks Relating to CODELCO*s Operations- Recent bills of law on labor and social security matters could affect CODELCO’s operations and employee costs, Risk Factors-Risks Relating to CODELCO’s Relationship with the Government of Chile, Management’s Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations for the Three Years Ended December 31, 2024–Other expenses, Management’s Discussion and Analysis of Financial Condition and Results of Operations- Results of Operations for the Nine-Month Periods Ended September 30, 2024 and
2025-Foreign exchange differences, Management’s Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations for the Nine-Month Periods Ended September 30, 2024 and 2025-Income tax expense, Management’s Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations for the Three Years Ended December 31,
2024-Other expenses, Management’s Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations for the Three Years Ended December 31, 2024–Income tax expense, Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Distributions to the Chilean Treasury, Regulatory Framework, Management, Related Party Transactions, Foreign Investment and Exchange Controls in Chile and Taxation-Chilean Taxation, insofar as such statements
27 constitute summaries of Chilean legal matters, documents or proceedings referred to therein, fairly summarized the matters therein; (xi) no subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such subsidiary?s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary?s property or assets to the Company or any other subsidiary of the Company, except as described in or contemplated by each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto); (x11) the Company and its subsidiaries possess all concessions, licenses, certificates, permits and other authorizations issued by the appropriate government and other regulatory authorities necessary to conduct their respective businesses, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of any such concession, certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a current or prospective material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business; (x111) the Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, including the Company*s mining concessions, mining rights and water rights, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except (i) such as are set forth in or contemplated by each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto) or (11) where the failure to have good title would not have a current or prospective material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business; all of the leases and subleases material to the business of the Company and its subsidiaries, taken as a whole, and under which the Company or any of its subsidiaries holds properties described in each of the Time of Sale Memorandum and the Final Memorandum, are in full force and effect, except (1) where the failure to be in full force and effect would not have a current or prospective material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, or (11) such as are set forth in or contemplated by each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto); and none of the Company or its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries to the continued possession of the leased or
28 subleased premises under any such lease or sublease, except (1) claims which are being contested by the Company or its subsidiaries in good faith and which would not have a current or prospective material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, or (11) such as are set forth in or contemplated by each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto); (xiv) the choice of law provisions set forth in Section 15 hereof, in the Indenture and in the Securities are legal, valid and binding under the laws of Chile and such counsel knows of no reason why the courts of Chile would not give effect to the choice of New Y ork law as the proper law of this Agreement, of the Indenture and of the Securities; the Company has the legal capacity to sue and be sued in its own name under the laws of Chile; the Company has been empowered by Decree No. 1,009 issued by the Ministry of Finance, published in the Official Gazette on December 23, 1978, as renewed by Decree No. 1,096 dated October 1, 2025, and published in the Official Gazette on November 13, 2025, to submit, and has irrevocably submitted, to the non-exclusive jurisdiction of the New York courts and has validly and irrevocably appointed Cogency Global Inc. as its authorized agent for the purpose described in Section 14 hereof, in the Indenture and in the Securities under the laws of Chile; the irrevocable submission of the Company to the non- exclusive jurisdiction of the New York courts and the waivers by the Company of any objection to the venue of the proceeding in a New York court herein, in the Indenture and in the Securities are legal, valid and binding under the laws of Chile and such counsel knows of no reason why the courts of Chile would not give effect to such submission and waivers; service of process in the manner set forth in Section 14 hereof, in the Indenture and in the Securities will be effective to confer valid personal jurisdiction over the Company under the laws of Chile; and the courts in Chile will recognize as valid and final, and will enforce, any final and conclusive judgment against the Company obtained in a New York court arising out of or in relation to the obligations of the Company under this Agreement, the Indenture or the Securities, subject only to the conditions and qualifications described in each of the Time of Sale Memorandum and the Final Memorandum under the caption Enforceability of Civil Liabilities; (xv) to the knowledge of such counsel, the Company and its subsidiaries
(1) are in compliance with any and all Environmental Laws, (11) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business;
29 (xvi) except as disclosed in each of the Time of Sale Memorandum and the Final Memorandum, there are no transaction, stamp or other issuance or transfer taxes or duties or other similar fees or withholdings or charges required to be paid in connection with the execution and delivery of this Agreement, the Indenture, the issuance or sale by the Company of the Securities or the enforcement of the Securities, other than (i) a 0.8% stamp tax on the incurrence of the indebtedness evidenced by the Securities, which will be paid by the Company upon the issuance of the Securities, and (11) a 4% withholding tax on interest payments, and all other payments deemed to be interest payments, with respect to the Securities to the extent paid to a person domiciled or residing outside of Chile. If thin capitalization rules apply, as described in the Time of Sale Memorandum and the Final Memorandum, such interest payments would be subject to a 35% penalty tax that would be payable by the Company. The withholding tax applicable to the interest payments made by the Company can be proportionally credited against such 35% penalty tax. Payments of fees, compensations, service payments and reimbursement of costs contemplated in this Agreement or in the Indenture, made to persons domiciled or residing outside of Chile may be subject to a (1) withholding tax at a rate of up to 35%; provided, however, that any such payment may (A) be exempted from withholding tax if it is deemed a comisión mercantil pursuant to the Commercial Code of Chile and the interpretation of the Chilean Internal Revenue Service (Servicio de Impuestos Internos, or the SIT), (B) be subject to a 15% withholding tax if it is deemed payment for a professional or technical assistance service, provided that the payment is not made to a party organized, domiciled or resident in one of the countries which falls under the scope of article 41H of the Chilean Income Tax Law in which case the withholding tax rate would be 20%, and (C) benefit from a reduced withholding tax rate or may be exempted if there is a double taxation treaty in force between Chile and the country of such person’s residency that contemplates a reduced or exempt regime applicable; or (ii) value added tax (impuesto al valor agregado) in Chile provided that (A) such payments are exempt from withholding tax under domestic law or a double taxation treaty in force applicable and (B) such payments were made in consideration for a service that is deemed to be rendered or utilized in Chile. Capital gains arising from the sale or other dispositions of the Securities made by a person domiciled or residing outside of Chile should not be deemed as Chilean source income, and therefore, not subject to withholding tax in Chile.
(xvii) none of the holders of the Securities, the Initial Purchasers or the Trustee will be deemed resident, domiciled, carrying on business or subject to any tax liability in Chile solely by reason of the holding of the Securities or the execution, delivery, performance or enforcement of this Agreement, the Indenture or the Securities, assuming that none of such persons is domiciled or is a resident of Chile or has a permanent establishment in Chile; (xvili) the Company has validly and irrevocably waived pursuant to Section 17 hereof and to the provisions of the Indenture and the Securities for itself and its revenues and assets, to the full extent permitted by Chilean law, any immunity from suit, jurisdiction, attachment in aid or execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect
30 to its obligations, respectively, under this Agreement, the Indenture and the Securities that it may be entitled or become entitled whether or not claimed, including sovereign immunity, except that (1) for the attachment and judicial sale of mining concessions and installations and other goods permanently dedicated to exploration or extraction of minerals relating to such mining concessions, except with respect to mortgages, the consent of the Company will be required and shall be given in the same judicial proceeding in which the attachment and sale is sought (as set forth in Article 226 of the Mining Code of Chile); and (ii) pursuant to the Chilean Constitution, the mining concessions corresponding to mining deposits exploited by the Company upon its creation in 1976 cannot be subject to attachment nor to any act of disposition by the Company. Each such waiver is binding under Chilean law and remains in full force and effect; and (xix) this Agreement, the Indenture and the Securities are in proper legal form under the laws of Chile for the enforcement thereof against the Company in Chile without the need to obtain any other consent, approval or authorization, to file any notification or to take any further action on the part of the Initial Purchasers or the Trustee and to ensure the legality, validity, enforceability or admissibility in evidence of any of this Agreement, the Indenture and the Securities, and except for their translation into Spanish for their presentation to a Chilean court and subject to the payment of the applicable stamp tax, if any (and applicable readjustments and penalties, if any), it is not necessary that any other document be filed or recorded with any court or other authority in Chile or that any stamp or similar tax be paid on or in respect of any such document or the Securities.
In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than Chile, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Initial Purchasers; and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Memorandum in this Section 6(d) include any amendment or supplement thereto at the Closing Date.
(e) The Representatives shall have received from Allen Overy Shearman Sterling US LLP, U.S. counsel for the Representatives, such opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Indenture, the Time of Sale Memorandum and the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.
(1) The Representatives shall have received from Garrigues Chile Limitada, special Chilean counsel for the Representatives, such opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Indenture, the Time of Sale Memorandum, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such
31 counsel such documents as they request for the purpose of enabling them to pass upon such matters.
(g) The Company shall have furnished to the Representatives a certificate of the Company, signed by the Head of Finance of the Company, dated the Closing Date, to the effect that the signatory of such certificate has carefully examined each of the Time of Sale Memorandum, the Final Memorandum, any amendment or supplement to the Final Memorandum and this Agreement and that:
(1) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and
(11) since the date of the most recent financial statements included in each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no development giving rise to a current or prospective material adverse change in the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto).
(h) At the Execution Time and at the Closing Date, the Company shall have requested and caused PricewaterhouseCoopers Consultores, Auditores y Compañía Limitada, independent audit firm with respect to the Company, to furnish to the Representatives letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representatives, containing statements and information of the type ordinarily included in accountants? comfort letters to underwriters with respect to the full-years 2022, 2023 and 2024, the interim unaudited consolidated financial statements as of and for the nine months ended September 30, 2025 and 2024, and certain financial and other information contained in each of the Preliminary Memorandum and the Final Memorandum; provided that the letter delivered on the Closing Date shall use a cut-off date not earlier than three business days prior to the date thereof.
References to the Final Memorandum in this Section 6(h) include any amendment or supplement thereto at the date of the applicable letter.
(i) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in each of the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph 6(h) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth or contemplated in the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto) the effect
32 of which, in any case referred to in clause (1) or (11) above, is, in the reasonable judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering, sale or delivery of the Securities as contemplated by the Time Of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto).
(j) Subsequent to the Execution Time, there shall not have been any decrease in the rating accorded the Company or any of the Company?s foreign-currency denominated debt securities by any nationally recognized statistical rating organization (as such term is defined in Section 3(a)(62) of the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.
(k) At the Execution Time and on the Closing Date, the Representatives shall have received a written certificate executed by the Chief Financial Officer of the Company, in form and substance reasonably satisfactory to the Representatives, with respect to certain financial information contained in the Offering Memorandum.
(1) Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request.
If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not have been delivered in form and substance reasonably satisfactory to the Representatives and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.
The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Initial Purchasers, Allen Overy Shearman Sterling US LLP, at 599 Lexington Avenue, New York, New York 10022, on the Closing Date.
7. – Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Initial Purchaser, the directors, officers, employees, affiliates and agents of each Initial Purchaser and each person who controls any Initial Purchaser within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or any other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Time of Sale Memorandum, any Additional Written Offering Communication prepared by or on behalf of, used by, or referred to by the Company, any road show as defined in Rule 433(h) under the Act (a road show), or the Final Memorandum or any information provided by the Company to any holder or prospective purchaser of Securities pursuant to Section 5(j), or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to
33 reimburse each such indemnified party, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made in the Time of Sale Memorandum or the Final Memorandum, or in any amendment thereof or supplement thereto, or in any Additional Written Offering Communication, in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Initial Purchasers through the Representatives specifically for inclusion therein.
(b) Each Initial Purchaser severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Initial Purchaser, but only with reference to information relating to such Initial Purchaser furnished to the Company in writing by or on behalf of such Initial Purchaser through the Representatives specifically for inclusion in the Time of Sale Memorandum, road show or the Final Memorandum (or in any amendment or supplement thereto). The indemnity agreement under this Section 7 will be in addition to any liability which any Initial Purchaser may otherwise have. The Company acknowledges that (1) the names of the Representatives set forth on the cover page, (11) the statements set forth in the last paragraph of the cover page regarding delivery of the Securities and (111) under the heading Plan of Distribution: (A) the names of the Representatives and the amounts in the table, (B) the single sentence following the second full paragraph regarding the purchase price, (C) the fifth sentence of the eighth paragraph regarding market making activities, (D) the ninth paragraph related to stabilization and syndicate covering transactions and (E) the third sentence of the eleventh paragraph regarding hedging activity, constitute the only information furnished in writing by or on behalf of the Initial Purchasers for inclusion in the Time of Sale Memorandum or the Final Memorandum (or in any amendment or supplement thereto).
(c) Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (1) will not relieve it from liability under paragraphs (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantive rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraphs (a) or (b) above.
The indemnifying party shall be entitled to appoint counsel of the indemnifying party?s choice at the indemnifying party?s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel (including local counsel) retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party?s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and
34 expenses of such separate counsel if (1) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest;
(11) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it andor other indemnified parties which are different from or additional to those available to the indemnifying party; (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. It is understood, however, that the indemnifying party shall, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one such separate firm of attorneys (in addition to any local counsel) at any time for all such indemnified parties and controlling persons, which firm shall be designated in writing by the indemnified parties. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending, or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (1) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding; and (11) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of an indemnified party.
(d) In the event that the indemnity provided in paragraphs (a) or (b) of this Section 7 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company and the Initial Purchasers agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively Losses) to which the Company and one or more of the Initial Purchasers may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Initial Purchasers on the other from the offering of the Securities; provided, however, that in no case shall any Initial Purchaser (except as may be provided in any agreement among the Initial Purchasers relating to the offering of the Securities) be responsible for any amount in excess of the purchase discount or commission applicable to the Securities purchased by such Initial Purchaser hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Initial Purchasers shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and of the Initial Purchasers on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Initial Purchasers shall be deemed to be equal to the total purchase discounts and commissions in each case set forth on the cover of the Final Memorandum. Relative fault shall be determined by reference to, among other things, (1) whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information
30 provided by the Company on the one hand or the Initial Purchasers on the other, (11) the intent of the parties and (iii) their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Initial Purchasers agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person who controls an Initial Purchaser within the meaning of either the Act or the Exchange Act and each director, officer, employee, affiliate and agent of an Initial Purchaser shall have the same rights to contribution as such Initial Purchaser, and each person who controls the Company within the meaning of either the Act or the Exchange Act and each officer and director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d). Notwithstanding the provisions of this Section 7, no Initial Purchaser shall be required to contribute any amount in excess of the discounts received by such Initial Purchaser in connection with the Securities distributed by it. The Initial Purchasers obligations to contribute pursuant to this Section 7 are several, and not joint, in proportion to their respective commitments as set forth opposite their names in SCHEDULE 1.
8. Default by an Initial Purchaser. If any one or more Initial Purchasers shall fail to purchase and pay for any of the Securities agreed to be purchased by such Initial Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Initial Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in SCHEDULE I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Initial Purchasers) the Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in SCHEDULE 1 hereto, the remaining Initial Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Initial Purchasers do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Initial Purchaser or the Company. In the event of a default by any Initial Purchaser as set forth in this Section 8, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Final Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Initial Purchaser of its liability, if any, to the Company or any nondefaulting Initial Purchaser for damages occasioned by its default hereunder.
9. Termination. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior to delivery of and payment for the Securities, if at any time prior to such time (1) trading in securities generally on the Santiago Stock Exchange, the New York Stock Exchange or the Nasdaq National Market shall have been suspended or limited or minimum prices shall have been established on either such exchange or the Nasdaq National Market; (11) trading of any securities issued or guaranteed by the Company
36 shall have been suspended on any exchange or in any over-the-counter market; (111) a banking moratorium shall have been declared in New York either by federal or New York state authorities or in Chile by the Chilean Central Bank or other competent government regulator; or (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the reasonable judgment of the Representatives, impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities as contemplated by this Agreement, the Time of Sale Memorandum and the Final Memorandum (exclusive of any amendment or supplement thereto).
10. Representations, Covenants and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Initial Purchasers or the Company or any of the officers, directors or controlling persons referred to in Section 7 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 5(p) and 7 hereof shall survive the termination or cancellation of this Agreement.
11. Recognition of the U.S. Special Resolution Regimes.
(a) In the event that any Initial Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Initial Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In the event that any Initial Purchaser that is a Covered Entity or a BHC Act Affiliate of such Initial Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Initial Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
12. Notices. All communications hereunder will be in writing and effective only upon receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to BofA Securities, Inc., at One Bryant Park, New York, New York 10036, Facsimile: 1-646-855-5958, Attention: High Grade Transaction ManagementLegal, Email: dg.hg ua notices(dbofa.com; Credit Agricole Securities (USA) Inc., at 1301 Avenue of the Americas, 8th Floor, New York, New York 10019, Attention: Debt Capital Markets; HSBC Securities (USA) Inc., at 66 Hudson Boulevard, New York, New York 10001, Attention: DCM Legal Americas, Email: demlegalamericas(vus.hsbc.com; Santander US Capital Markets LLC, at 437 Madison Avenue, 8th Floor, New York, NY 10022, Attention: ¡Debt Capital Markets; E-mail: DCMAmericas(Osantander.us, and, or, if sent to the Company, will be mailed or delivered to the Corporación Nacional del Cobre de Chile, co Macarena Vargas Losada as General Counsel (No.:
56-982-339-427 email: macarena.vargas(Ocodelco.cl; CodelcolIR(Ocodelco.cl) Huérfanos 1270, Santiago, Región Metropolitana, Chile, Postal Code 8340424, Attention: Legal Department.
37
13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 7 hereof, and, except as expressly set forth in Section 5(¡) hereof, no other person will have any right or obligation hereunder.
14. -Jurisdiction. The Company agrees that any suit, action or proceeding against the Company brought by any Initial Purchaser, the directors, officers, employees, affiliates and agents of any Initial Purchaser, or by any person who controls any Initial Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any New Y ork state or U.S. federal court located in the Borough of Manhattan, the City of New York, New York, and waives, to the extent legally permitted, any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Cogency Global Inc. as its authorized agent (the Authorized Agent) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any state or federal court in the City of New York, New York, by any Initial Purchaser, the directors, officers, employees, affiliates and agents of any Initial Purchaser, or by any person who controls any Initial Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Initial Purchaser, the directors, officers, employees, affiliates and agents of any Initial Purchaser, or by any person who controls any Initial Purchaser, in any court of competent jurisdiction in Chile. The Company hereby irrevocably waives trial by jury in any legal action or proceeding relating to this Agreement and for any counterclaim relating thereto. The Company acknowledges that each Initial Purchaser is entering into this Agreement in reliance upon such waiver.
15. Applicable Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement will be governed by and construed in accordance with the laws of the State of New Y ork applicable to contracts made and to be performed within the State of New York.
16. Currency. Each reference in this Agreement to U.S. dollars (the relevant currency) is of the essence. To the fullest extent permitted by law, the obligation of the Company in respect of any amount due under this Agreement will, notwithstanding any payment in any other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the relevant currency that the party entitled to receive such payment may, in accordance with its normal procedures, purchase with the sum paid in such other currency (after any premium and costs of exchange) on the Business Day immediately following the day on which such party receives such payment. If the amount in the relevant currency that may be so purchased for any reason falls short of the amount originally due, the Company will pay such additional amounts, in the relevant currency, as may be necessary to compensate for the shortfall. Any obligation of the Company not discharged by such payment will, to the fullest extent permitted by applicable law,
30 be due as a separate and independent obligation and, until discharged as provided herein, will continue in full force and effect.
17. Waiver of Immunity. To the extent that the Company may be entitled in any jurisdiction in which judicial proceedings may at any time be commenced hereunder, to claim for itself or its revenues or assets any immunity, including sovereign immunity, from suit, jurisdiction, attachment in aid of execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect to its obligations hereunder, and to the extent that in any such jurisdiction there may be attributed to the Company such an immunity (whether or not claimed), the Company hereby irrevocably agrees not to claim and irrevocably waives such immunity to the maximum extent permitted by law, except that (1) for the attachment and judicial sale of mining concessions and installations and other goods permanently dedicated to exploration or extraction of minerals relating to such mining concessions, except with respect to mortgages, the consent of the Company will be required and shall be given in the same judicial proceeding in which the attachment and sale is sought (as set forth in Article 226 of the Mining Code of Chile); and (ii) pursuant to the Chilean Constitution, the mining concessions corresponding to mining deposits exploited by the Company upon its creation in 1976 cannot be subject to attachment nor to any act of disposition by the Company. Each such waiver is binding under Chilean law and remains in full force and effect. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Initial Purchasers in any competent court in Chile.
18. Payment Free and Clear. All payments to be made by the Company under this Agreement shall be paid free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature (including any amounts that result from the payment of fees, compensation or reimbursement of costs contemplated in this Agreement or in the Indenture), imposed by Chile, or by any department, agency or other political subdivision or taxing authority thereof, and all interest, penalties or similar liabilities with respect thereto (collectively, Chilean Taxes). If any Chilean Taxes are required by law to be deducted or withheld in connection with such payments, the Company will pay such additional amounts as may be necessary so that the full amount of such payment is received by the Initial Purchasers, except that no additional amounts shall be paid with respect to any such taxes, levies, imposts, duties, fees, assessments or charges (i) imposed by reason of an Initial Purchaser or a current holder of any of the Securities having some connection with the jurisdiction imposing the tax other than solely as a result of its participation as an Initial Purchaser hereunder or (11) imposed by the failure of an Initial Purchaser or a current holder of any of the Securities to comply with any certification, identification or other reporting requirement, if such compliance is required under applicable law as a precondition to relief or exemption from such taxes, levies, imposts, duties, fees, assessments or charges.
19. -Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
39
20. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.
21. Definitions. The terms which follow, when used in this Agreement, shall have the meanings indicated.
Act shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.
Affiliate shall have the meaning specified in Rule 501(b) of Regulation D.
Business Day shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in the City of New York, New York, U.S.A. or Santiago, Chile.
BHC Act Affiliate has the meaning assigned to the term affiliate in, and shall be interpreted in accordance with, 12 U.S.C. $ 1841(k).
Chile shall mean the Republic of Chile.
Commission shall mean the Securities and Exchange Commission.
Covered Entity means any of the following:
(1) a covered entity as that term is defined in, and interpreted in accordance with, 12 C.F.R. 3 252.82(b); (li) a covered bank as that term is defined in, and interpreted in accordance with, 12 C.F.R. 3 47.3(b); or
(111) a covered FSI as that term is defined in, and interpreted in accordance with, 12 C.F.R. 8 382.2(b).
Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. 88 252.81, 47.2 or 382.1, as applicable.
Exchange Act shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.
Execution Time shall mean 6:37 pm, New York City time, on January 27, 2026.
Investment Company Act shall mean the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder.
Regulation D shall mean Regulation D under the Act.
Regulation S shall mean Regulation S under the Act.
Trust Indenture Act shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder.
U.S. Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (11) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
40
22. Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title 111 of Pub. L. 107-56 (signed into law October 26, 2001)), the Initial Purchasers are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Initial Purchasers to properly identify their respective clients.
[Signature Pages Follow]
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Me. mran Ge Era ros |rerrnare Pre to Prrrhare Agramonte | The foregoing Agreement 1s hereby confirmed and accepted as of the date first above written.
BofA Securities, Inc.
MA ! Mi Y “We By: Us ESLAREA Name: Maxim Volkov Title: Managing Director
For themselves and the other several Initial Purchasers named in Schedule I to the foregomg Agreement The foregoing Agreement 1s hereby confirmed and accepted as of the date first above written.
Credit Agricole Securities (USA) Inc.
Ey:
Name: añ Hrazdira Title: Managing Directos
Ey: EA.
Name; Rodrigo Gonzalez Title: Head of DCM Latam
For themselves and the other several Initial Purchasers named in Schedule l to the foregomng Agreement The foregoing Agreement 1s hereby confirmed and accepted as of the date first above written.
HSBC Securities (USA) Inc.
a $ dE alí
Ey:
Name: Title:
Alexei Remizov Managing Director
For themselves and the other several Initial Purchasers named in Schedule I to the foregomg Agreement The foregoing Agreement 1s hereby confirmed and accepted as of the date first above written.
Santander US Capital Markets LLC
A O o
By Name: Richard Zobkiw Title: Executive Director
For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement SCHEDULE 1
Principal Amount of 5.529% Principal Amount of 6.300%
Initial Purchasers Notes due 2037 Notes due 2053 BofA Securities, ÍNC. ……………….. U.S.$250,000,000 U.S.$62,500,000 Credit Agricole Securities (USA) Inc. U.S.$250,000,000 U.S.$62,500,000 HSBC Securities (USA) Inc………… U.S.$250,000,000 U.S.$62,500,000 Santander US Capital Markets LLC… U.S.$250,000,000 U.S.$62,500,000
Total U.S.$1,000,000,000 U.S.$ 250,000,000 SCHEDULE II
Time of Sale Memorandum
1. Preliminary Memorandum, dated January 27, 2026.
2. Pricing Term Sheet, dated January 27, 2026, in the form set forth in Exhibit B-1 hereto.
3. Pricing Term Sheet, dated January 27, 2026, in the form set forth in Exhibit B-2 hereto.
EXHIBIT A
Selling Restrictions for Offers and Sales outside the United States
(1) (a) The Securities have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of,
U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act. Each Initial Purchaser represents and agrees that, except as permitted by Section 4(a)(1) of the Agreement to which this is an exhibit, it has not offered or sold, and will not offer or sell, any Securities constituting part of its allotment to U.S. persons (which term shall not include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)).
Accordingly, each Initial Purchaser represents and agrees that neither it, nor any of its Affiliates nor any person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Securities. Terms used in this paragraph have the meanings given to them by Regulation S.
(b) Each Initial Purchaser also represents and agrees that it has not entered and will not enter into any contractual arrangement with any distributor (as that term is defined by Regulation S) with respect to the distribution of the Securities, except with its Affiliates or with the prior written consent of the Company.
(2) Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (a) 1t has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the ESMA) received by it in connection with the issue or sale of any Securities which are the subject of the offering contemplated by the Offering Memorandum in circumstances in which Section 21(1) of the FESMA does not apply to the Company; (b) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the FSMA) with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom; (c) it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any notes to any retail investor in the European Economic Area. For the purposes of this provision:
A. the expression retail investor means a person who is one (or more) of the following:
(1) a retail client as defined in point (11) of Article 4(1) of Directive 201465EU (as amended, MiFID II); or
(11) a customer within the meaning of Directive (EU) 201697 (as amended, the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
B. the expression offer includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes; and
1 (d) it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any notes to any retail investor in the United Kingdom.
For the purposes of this provision:
A. the expression retail investor means a person who is one (or more) of the following:
(1) (i1) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ((EUWA); or a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FESMA to implement the Insurance Distribution Directive (EU) 201697, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 6002014 as it forms part of domestic law by virtue of the EUWA.
EXHIBIT B-1
Corporación Nacional del Cobre de Chile
U.S.$1,000,000,000 5.529% Notes due 2037
Issuer:
Security Description: Type of Offering: Principal Amount: Maturity Date: Coupon:
Issue Price:
Yield to Maturity: Spread to Benchmark Treasury:
Benchmark Treasury:
Benchmark Treasury Price and Yield:
Gross Proceeds to Issuer:
Interest Payment Dates:
Trade Date:
Settlement Date:
Optional Redemption:
Tax Redemption:
Pricing Term Sheet
Corporación Nacional del Cobre de Chile
5.529% Notes due 2037 (the Notes) Rule 144A Regulation S
U.S.$1,000,000,000
January 30, 2037
5.529%
100.000% plus accrued interest, if any, from January 30, 2026
5.529%
+130 bps
4.00% due November 15, 2035
98-05+; 4.229%
U.S.$1,000,000,000
January 30 and July 30 of each year, commencing on July 30, 2026. Interest accrues from January 30,
2026.
January 27, 2026
January 30, 2026 (T’+3)
Make-whole Call: Prior to October 30, 2036 (the date that is three months prior to the maturity date), at T+20 bps
Par Call: On or after October 30, 2036 (the date that is three months prior to the maturity date)
The Notes are redeemable at the option of the Issuer in whole, but not in part, at any time at the principal amount thereof, plus accrued and unpaid interest and any additional amounts due thereon if, as a result of a change in the laws or regulations affecting Chilean Additional Amounts:
Day Count Convention: Minimum Denominations: Expected Listing:
Issuer Ratings*:
Issue Ratings*:
Joint Book-Running Managers:
144A CUSIP ISIN:
Regulation S CUSIP ISIN: taxation that is announced or becomes effective on or after the date of the agreement to purchase the Notes, the Issuer becomes obligated to pay additional amounts on interest payments on the Notes in respect of withholding or deduction of Chilean tax at a rate in excess of 4%.
In the event of withholding on account of certain taxes imposed by Chile, the Issuer will pay additional amounts.
30 360
U.S.$200,000 U.S.$1,000
Luxembourg Euro MTF
Baa2, stable BBB+, stable (Moodys SP) Baa2 BBB+ (Moodys SP)
BofA Securities, Inc.
Credit Agricole Securities (USA) Inc.
HSBC Securities (USA) Inc.
Santander US Capital Markets LLC
21987B BQO0 US21987BBQ05
P3143N BZ6 USP3143NBZ61
A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
This communication is intended for the sole use of the person to whom it is provided by the sender.
The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the Securities Act), and are being offered only (1) to qualified institutional buyers under Rule 144A of the Securities Act and (11) outside the United States in compliance with Regulation S under the Securities Act.
Delivery of the Notes is expected on or about January 30, 2026, which will be the third business day following the date of pricing of the Notes (this settlement cycle being referred to as T’+3). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes prior to the delivery of the Notes may be required, by virtue of the fact that the Notes initially will settle in T’+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade Notes prior to their date of delivery hereunder should consult their own advisor.
The information in this term sheet supplements the Preliminary Offering Memorandum and supersedes the information in the Preliminary Offering Memorandum to the extent inconsistent with the information in the Preliminary Offering Memorandum. This term sheet should be read in conjunction with the Preliminary Offering Memorandum.
The Notes to which this pricing term sheet relates are not intended to be offered, sold, or otherwise made available to, and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (1) a retail client as defined in point (11) of Article 4(1) of Directive 201465EU (as amended, MIiFID II) or (ii) a customer within the meaning of Directive 201697EU (as amended, the IDD), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation No 12862014EU (as amended, the PRIIPs Regulation) for offering or selling any securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling any securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRITPs Regulation.
This pricing term sheet is only being distributed to, and is only directed at, persons who are outside the United Kingdom or persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (11) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (each such person being referred to as a relevant person). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.
The Notes to which this pricing term sheet relates are not intended to be offered, sold, or otherwise made available to, and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (1) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the EUWA) or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the FSMA) and any rules or regulations made under the FSMA to implement IDD, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 6002014 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by the PRITPs Regulation as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling any securities or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling any securities or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRITPs Regulation.
ANY DISCLAIMER OR OTHER NOTICE THAT MAY APPEAR BELOW IS NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMER OR NOTICE WAS AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT BY BLOOMBERG OR ANOTHER E-MAIL SYSTEM.
EXHIBIT B-2
Corporación Nacional del Cobre de Chile
U.S.$250,000,000 6.300% Notes due 2053
Issuer:
Security Description:
Type of Offering: Principal Amount:
Maturity Date: Coupon:
Issue Price:
Yield to Worst: Spread to Benchmark Treasury:
Benchmark Treasury:
Benchmark Treasury Price and Yield:
Gross Proceeds to Issuer:
Pricing Term Sheet
Corporación Nacional del Cobre de Chile
6.300% Notes due 2053 (the Notes) (to be consolidated, constitute an additional issuance of, have terms and conditions identical to, rank equally with, form a single series with, and be fully fungible with the Companys outstanding (1)
U.S.$700,000,000 aggregate principal amount of its
6.300% Notes due 2053 issued on September 8, 2023, and (ii) U.S.$500,000,000 aggregate principal amount of its 6.300% Notes due 2053 issued on January 26, 2024 (together, the existing 2053 notes), except that any new Notes issued pursuant to Regulation S will trade separately under temporary CUSIP, ISIN and common code numbers until the expiration of a 40-day restricted period under Regulation S).
Rule 144A Regulation S
U.S.$250,000,000
September 8, 2053
6.300%
101.879% plus accrued interest from and including September 8, 2025 (the most recent date on which interest was paid on the existing 2053 notes) to, but excluding, January 30, 2026, totaling
U.S.$6,212,500, plus accrued interest, if any, from January 30, 2026
6.156%
+132 bps
4.750% due August 15, 2055
98-21; 4.836%
U.S.$260,910,000, including accrued interest from
September 8, 2025 through (but excluding) January 30, 2026 Interest Payment Dates:
Trade Date: Settlement Date:
Optional Redemption:
Tax Redemption:
Additional Amounts:
Day Count Convention: Minimum Denominations: Expected Listing:
Issuer Ratings*:
Issue Ratings*:
Joint Book-Running Managers:
144A CUSIP ISIN:
Regulation S CUSIP ISIN:
March 8 and September 8 of each year, commencing March 8, 2026. Interest accrues from September 8, 2025 (the most recent date on which interest was paid on the existing 2053 notes).
January 27, 2026 January 30, 2026 (T’+3)
Make-whole Call: Prior to March 8, 2053 (the date that is six months prior to the maturity date), at T+30 bps
Par Call: On or after March 8, 2053 (the date that is six months prior to the maturity date)
The Notes are redeemable at the option of the Issuer in whole, but not in part, at any time at the principal amount thereof, plus accrued and unpaid interest and any additional amounts due thereon if, as a result of a change in the laws or regulations affecting Chilean taxation that is announced or becomes effective on or after the date of the agreement to purchase the Notes, the Issuer becomes obligated to pay additional amounts on interest payments on the Notes in respect of withholding or deduction of Chilean tax at a rate in excess of 4%.
In the event of withholding on account of certain taxes imposed by Chile, the Issuer will pay additional amounts.
30 360
U.S.$200,000 U.S.$1,000
Luxembourg Euro MTF
Baa2, stable BBB+, stable (Moodys SP) Baa2 BBB+ (Moodys SP)
BofA Securities, Inc.
Credit Agricole Securities (USA) Inc.
HSBC Securities (USA) Inc.
Santander US Capital Markets LLC
21987B BHO US21987BBH06
P3143N BR4 USP3143NBR46 Regulation S (Temporary) CUSIP ISIN: P3143N CAO USP3143NCA02
A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
This communication is intended for the sole use of the person to whom it is provided by the sender.
The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the Securities Act), and are being offered only (i) to qualified institutional buyers under Rule 144A of the Securities Act and (11) outside the United States in compliance with Regulation S under the Securities Act.
Delivery of the Notes is expected on or about January 30, 2026, which will be the third business day following the date of pricing of the Notes (this settlement cycle being referred to as T’+3). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes prior to the delivery of the Notes may be required, by virtue of the fact that the Notes initially will settle in T’+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade Notes prior to their date of delivery hereunder should consult their own advisor.
The information in this term sheet supplements the Preliminary Offering Memorandum and supersedes the information in the Preliminary Offering Memorandum to the extent inconsistent with the information in the Preliminary Offering Memorandum. This term sheet should be read in conjunction with the Preliminary Offering Memorandum.
The Notes to which this pricing term sheet relates are not intended to be offered, sold, or otherwise made available to, and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (1) a retail client as defined in point (11) of Article 4(1) of Directive 201465EU (as amended, MIiFID II) or (ii) a customer within the meaning of Directive 201697EU (as amended, the IDD), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation No 12862014EU (as amended, the PRIIPs Regulation) for offering or selling any securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling any securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRITPs Regulation.
This pricing term sheet is only being distributed to, and is only directed at, persons who are outside the United Kingdom or persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (11) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (each such person being referred to as a relevant person). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.
The Notes to which this pricing term sheet relates are not intended to be offered, sold, or otherwise made available to, and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (1) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the EUWA,) or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the ESMA) and any rules or regulations made under the FSMA to implement IDD, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 6002014 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by the PRITPs Regulation as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling any securities or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling any securities or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.
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