Exhibit 99.1

Calle La Colonia N° 150,

Urb. El Vivero - Santiago de Surco

Telf: 317-6000

Lima, July 15, 2026

Sirs:

Superintendency of the Securities Market – SMV

Lima.-

Dear Sirs:

We are writing to you in connection with the Official Letter referenced above, whereby Cementos Pacasmayo S.A.A. (the “Company”) is required to disclose, as a material event, its responses to the information requests contained in such Official Letter, attaching a copy thereof.

In response to your request, and within the term granted pursuant to Official Letter No. 3113-2026-SMV/11.1 and Official Letter No. 3171-2026-SMV/11.1, we hereby submit, as a material event, the response letter included as an Annex to this communication. Likewise, as required by the Official Letter, we are submitting copies of the information requests that the Company sent to Holcim Ltd. and Farragut Holdings Inc. in order to respond to the Official Letter, as well as copies of the responses received.

Sincerely yours,

Yours faithfully,

CEMENTOS PACASMAYO S.A.A.

Diego Roda Lynch

Stock Market Representative

Calle La Colonia N° 150,

Urb. El Vivero - Santiago de Surco

Telf: 317-6000

Sirs:

Superintendency of the Securities Market – SMV

Lima.-

Dear Sirs,

CEMENTOS PACASMAYO S.A.A. (the “Company”), Taxpayer Identification Number (RUC) No. 20419387658, with address for these purposes at Calle La Colonia No. 150, district of Santiago de Surco, province and department of Lima, duly represented by Mr. Diego Roda Lynch, holder of National Identity Document (DNI) No. 09753981, in his capacity as Stock Market Representative, respectfully states as follows:

On July 3, 2026, the Company was served with Official Letter No. 3113-2026-SMV/11.1 (the “Official Letter 3113”), whereby the General Office of Market Conduct Supervision (the “Office”) of the Superintendency of the Securities Market (“SMV”) requested certain information and documents related to its supervision of the material events concerning the change in our controlling interest and Holcim Ltd.’s obligation to launch a tender offer for the Company’s common shares pursuant to the Regulations on Tender Offers and Purchases of Securities in Delisting Transactions, approved by CONASEV Resolution No. 00009-2006 (the “OPA”). Likewise, in response to the request submitted by the Company on July 6, 2026, on July 7, 2026 the Company was served with Official Letter No. 3171-2026-SMV/11.1, whereby the Office granted us an additional extension of three (3) business days beyond the term established in Official Letter 3113 to respond to the requests made therein.

Preliminary Considerations:

Before addressing the requests made in Official Letter 3113, we consider it necessary to clarify and respond to certain points raised by the Office therein, in order to provide the appropriate context for a proper understanding of the responses set forth below.

CPAC has disclosed, as material events, the relevant information relating to Holcim Ltd.’s (“Holcim”) indirect acquisition of 50.01% of CPAC’s share capital (through the acquisition of shares issued by Inversiones ASPI S.A. (“Aspi”) (the “Transaction”), in accordance with the Consolidated Text of the Securities Market Law, Supreme Decree No. 020-2023-EF (the “LMV”); the Regulations on Material Events and Reserved Information, approved by Superintendency Resolution No. 00005-2014-SMV/01 (the “Material Events Regulations”); and the Regulations on Tender Offers and Purchases of Securities in Delisting Transactions, approved by CONASEV Resolution No. 00009-2006 (the “Tender Offer Regulations”).

In this regard, Annex 1 to the Material Events Regulations includes the following events that could qualify as material events after the relevant issuer has performed the applicable materiality assessment.

Calle La Colonia N° 150,

Urb. El Vivero - Santiago de Surco

Telf: 317-6000

Likewise, pursuant to Article 36 of the LMV, the Material Events Regulations allow an event or ongoing negotiation to be treated as reserved information when its premature disclosure could be detrimental to the issuer.

Considering the foregoing, to date CPAC has duly disclosed the following:

In that material event disclosure, pursuant to Article 8.3 of the Material Events Regulations, CPAC stated that completion and closing of the Transaction were subject to obtaining regulatory approvals and satisfying certain conditions precedent set forth in the SPA.

It should also be noted that, through a press release disclosed as a material event on December 16, CPAC stated, based on information provided by its shareholder Aspi, that the Transaction had been valued at S/ 5.1 billion, representing a multiple of 9 times EBITDA for the twelve-month period ended September 2025.

CPAC further reported that, in the aforementioned Schedule 13D, Holcim stated its intention, following completion of the OPA that it was required to launch for CPAC’s shares, to delist from the New York Stock Exchange CPAC’s common shares traded in the form of American Depositary Shares (ADSs).

Calle La Colonia N° 150,

Urb. El Vivero - Santiago de Surco

Telf: 317-6000

CPAC considers that the foregoing material event disclosures contain all information relevant to date regarding the Transaction and the OPA that Holcim must launch, in strict compliance with the information that the Material Events Regulations and the Tender Offer Regulations require an issuer to disclose.

Neither the Material Events Regulations nor the Tender Offer Regulations require issuers to report as material events information or documents relating to the acquisition of a significant ownership interest that gives rise to the obligation to launch the OPA (i.e., the text of the share purchase agreement, due diligence reports, or financial reports prepared by the parties to determine the price). Furthermore, there is no obligation to report as a material event valuation reports commissioned by the seller for purposes of determining or validating the income tax payable by it as a result of the sale.

The circumstances listed in Annex 1 to the Material Events Regulations do not refer to private valuation reports and do not require the publication of due diligence results. In particular, item 24 of that Annex 1 refers to valuation reports prepared “in connection with or in the context of public offerings of securities or a due diligence”; that is, reports prepared to determine the price to be offered in an OPA, not private valuations commissioned for other purposes. Likewise, item 29 of Annex 1 to the Material Events Regulations identifies as a possible material event the “beginning of a due diligence or similar process requested by a shareholder or by third parties, or arranged by the issuer itself,” but imposes no obligation to disclose the findings or results of such legal audit processes.

This is because valuations and due diligence reports, particularly those prepared in connection with merger and acquisition (“M&A”) transactions, constitute confidential information whose public disclosure could cause significant harm to the target company (in this case, the issuer). Such due diligence reports are generally prepared by or for the benefit of the potential buyer based on the information to which it had access during the review process and on the buyer’s specific materiality criteria and information requests, without the target company having any control over the analysis, interpretation, or conclusions. Similarly, making the results of those documents public would expose the target company (and both its majority and minority shareholders) to various forms of harm, since competitors could gain access to strategic and confidential commercial information.

Even in the case of a prior OPA in which a valuation or due diligence report has been prepared for the bidder to determine the offer price—that is, a report prepared in the context of a public offering—the Tender Offer Regulations do not require such report to be disclosed as a material event. Nor are due diligence reports or summaries disclosed as material events. Consistent with market practice, such documents remain in the possession of the buyers that prepared them and are not even delivered to the sellers or the target company, precisely because they contain confidential and sensitive information whose disclosure could harm the issuer and its shareholders.

By way of reference, the draft amendment to the Tender Offer Regulations published through SMV Resolution No. 008-2025-SMV/01 initially proposed that, in the case of a prior OPA where prior agreements existed between the bidder and controlling shareholders of the target company, the prospectus should include, among other documents, the valuation report or similar reports and the due diligence results. However, the recent amendment to the Tender Offer Regulations approved by SMV Resolution No. 008-2026-SMV/01 did not include that requirement. The comments matrix published by the SMV¹ in connection with the draft stated that the suggestions to eliminate that requirement had been accepted and that only the criteria used to determine the price would be required to be disclosed.

Calle La Colonia N° 150,

Urb. El Vivero - Santiago de Surco

Telf: 317-6000

The objective of disclosing material information used to determine the price to be offered in the OPA is satisfied by providing the valuation firm with the criteria used to determine the price of the acquisition that gave rise to the obligation to launch the OPA, together with any other information the valuation firm may request for its assessment.

As explained below, because the Transaction gives rise to a subsequent OPA, the foregoing is consistent with the fact that the information prepared for the acquisition of the significant ownership interest determines only the price paid in that acquisition, not the price to be offered in the subsequent OPA. Nevertheless, the information concerning the acquisition price must clearly be provided to the valuation firm that will determine the minimum OPA price under the procedure set forth in the Tender Offer Regulations, so that it may be taken into account when determining that minimum price (which may not be lower than the price paid in the acquisition). In addition, in this case it should be borne in mind that, as the SPA shows, the purchase price established therein related to the purchase price of Aspi’s shares, not CPAC’s shares.

Accordingly, CPAC considers that disclosing as a material event information other than the material information required under applicable law in connection with the Transaction and the OPA could create confusion in the market and conflict with the obligation set forth in Article 6.1 of the Material Events Regulations, under which an issuer must ensure that the information it discloses is capable of significantly influencing an investor’s decisions, as defined in Articles 3 and 4 of the Material Events Regulations. Investors must base their decision whether to tender their shares in the OPA on the results of the OPA valuation report prepared by a valuation firm appointed for that purpose, which will perform the valuation in accordance with the criteria set forth in the Tender Offer Regulations.

The foregoing is also consistent with market practice. Based on the experience of the Peruvian market, other issuers in respect of which a significant ownership interest was acquired, thereby triggering the obligation to launch a subsequent OPA, have not disclosed as material events the share purchase agreement (unless the acquirer had published it in another market), due diligence reports or summaries prepared by the buyer, or valuation reports commissioned by one of the sellers to determine its income tax.

On this point, we must emphasize that there is no inconsistency between CPAC’s conduct and its responses to the SMV’s requests.

As stated above, CPAC was neither a party to nor an intervening party in the SPA. As is customary in transactions of this nature, the target company does not prepare, negotiate, execute, or generally know the contents of the share purchase agreement. Accordingly, as evidenced by the SPA, CPAC did not execute the SPA and assumed no obligation thereunder.

Moreover, as is customary in M&A transactions of this nature, during due diligence the target company merely facilitates access to the information requested from it. Due diligence processes are carried out confidentially by buyers and their advisers. The target company normally does not know either the analysis performed or the results of those processes. Consistent with this, in the Transaction CPAC did not participate in the review conducted by Holcim’s advisers and does not know the outcome of that assessment; it limited its involvement to providing the requested information and participating in meetings held in connection with the due diligence process through the officers listed in the Reserved Material Event disclosure.

Calle La Colonia N° 150,

Urb. El Vivero - Santiago de Surco

Telf: 317-6000

As part of the Reserved Material Event disclosure, CPAC submitted the list of persons who had access to inside information. In accordance with the Material Events Regulations, the list included only CPAC personnel who knew of the potential Transaction; CPAC’s other officers were not aware of it.

Likewise, the board resolution dated September 9, 2025 approving the reservation of the information also approved the granting of powers of attorney to CPAC officers so that they could represent CPAC and take all actions necessary or advisable in connection with the potential Transaction, including authority to execute any private or public document in which CPAC might be required to participate in connection with the potential Transaction (to the extent, of course, that CPAC was a party to such document). Nevertheless, as noted above, CPAC did not participate in the negotiation of, or execute, the SPA or any other Transaction document, and therefore the powers to execute such documents were not exercised.

On this point, Official Letter 3113 states that CPAC could not claim that it was unaware of the terms of the SPA merely because it was not a signatory, since the negotiations and execution of the SPA were led by Mr. Hochschild, who was also Chairman of CPAC’s Board of Directors and the controlling person of the economic group of which CPAC was part. Official Letter 3113 also states that Mr. Nadal simultaneously served as general manager of CPAC and Aspi, which allegedly gave him full access to and knowledge of all information concerning both companies.

Article 9.2 of the Material Events Regulations provides that an Issuer is presumed to have knowledge of a material event concerning it when the event originates within its own organization or with its controlling shareholder, when it is notified or informed that the event has occurred, or when the event has been publicly disclosed or disclosed. This presumption, however, applies only to material events as defined in Articles 3 and 4 of the Material Events Regulations—that is, information capable of significantly influencing the decisions of a reasonable investor. The specific contents of the SPA (its terms, conditions, and particular clauses) do not, in and of themselves, constitute a material event of CPAC. Indeed, as explained in Section 1) of the Preliminary Considerations, neither the Material Events Regulations nor the Tender Offer Regulations require issuers to disclose as material events the text of share purchase agreements, due diligence reports, or financial reports prepared by the parties to determine the acquisition price.

In this case, the material information concerning CPAC was disclosed as material events as follows: (i) the potential Transaction, which was timely reported through the Reserved Material Event disclosure in September 2025; and (ii) the execution of an agreement for the transfer of control, which was timely disclosed to the market on December 16, 2025. Those material events—the only events that CPAC considers it was required to disclose under item 7 of Annex 1 to the Material Events Regulations—were duly reported at the relevant times, thereby satisfying the securities market’s transparency requirements.

Accordingly, the specific contents of the SPA do not constitute a material event with respect to CPAC, and the presumption of knowledge set forth in Article 9.2 of the Material Events Regulations is therefore inapplicable. That presumption applies only to material events concerning the issuer, not to information contained in private contractual documents to which the issuer is neither a party nor an intervening party. In this case, CPAC was not a party to the SPA, assumed no obligations thereunder, and did not know its specific terms and conditions. Extending the presumption of knowledge to information that does not qualify as a material event would be contrary to the principle of legality and the transparency regime established by the Material Events Regulations.

Calle La Colonia N° 150,

Urb. El Vivero - Santiago de Surco

Telf: 317-6000

As noted above, on April 6, 2026, CPAC disclosed as a material event that Holcim had filed Schedule 13D with the SEC. Schedule 13D, which is publicly available, contains the text of the SPA without its schedules.

With respect to the terms and conditions of the SPA referred to in Official Letter 3113, we wish to clarify the following:

Official Letter 3113 states that Section 6.01 of the SPA imposes burdens and obligations on CPAC because the contractual limitations agreed therein restrict CPAC’s operational, financial, and commercial capacity. The SMV further states that those limitations directly affect the development of CPAC’s business and, consequently, the economic interests of its shareholders.

The following should be taken into account in this regard:

Section 6.01 of the SPA contains the obligations governing the conduct of the business between signing and closing, commonly known in M&A law as “interim covenants.” As widely recognized in legal doctrine and market practice, such provisions typically regulate “(...) the seller’s obligation to conduct the company’s business in the ordinary manner in which it has been conducted in the past.”³ Interim covenants are therefore provisions under which the seller undertakes to cause the target company, during the period between signing and closing, to operate its business in the ordinary course and preserve its value, and to obtain the buyer’s consent before the target company takes certain significant actions that, in the parties’ view, would fall outside the ordinary course and could result in a loss of value (such as disposing of assets, incurring new debt, granting security, or incurring material expenditures outside the practices followed by the target company before execution of the share purchase agreement). It is important to emphasize that, although interim covenants refer to actions of the target company, this does not mean that the target company assumes the contractual obligation; those obligations fall exclusively on the sellers, who are the parties that entered into the agreement with the buyer and agreed to be bound by its terms.

The law of obligations clearly recognizes that a person may promise the act of a third party—that is, undertake that a third party will perform or refrain from performing certain conduct—without thereby creating an obligation for that third party. In this regard, De La Puente, referring to Article 1470 of the Peruvian Civil Code⁴, states that “(...) at first glance, it might appear possible for someone to promise that a third party will assume an obligation or perform an act and that, in performance of that promise, the third party will in fact be required to assume the obligation or perform the act. (...) However, as Forno explains (...), although there are cases of bilateral acts of private autonomy whose effects extend to the legal sphere of a third party, such as a contract for the benefit of a third party, ‘these are exceptional cases in which the effects are beneficial only to the third party (...),’ since the general rule is that ‘the negative aspect of this power (private autonomy) means that no one may be deprived of property, restricted in the exercise of rights, or compelled to render performance for another without that person’s own participation.’”⁵ De La Puente continues: “In my opinion, the only way to make sense of the article at issue [Article 1470 of the Civil Code], taking the foregoing into account, is to follow Sacco and conclude that the promise of a third party’s obligation or act ‘is not intended to produce, and does not produce, legal effects in the third party’s sphere, but only in the sphere of the promisor and the promisee (...).’”⁶

Calle La Colonia N° 150,

Urb. El Vivero - Santiago de Surco

Telf: 317-6000

This is precisely the legal structure of interim covenants and, in particular, of the covenant governing the conduct of the business set forth in Section 6.01 of the SPA. In this case, neither Aspi nor CPAC, as non-parties to the SPA, assumed any obligation or commitment under it. Rather, only the sellers (Aspi’s majority shareholders) undertook to cause—through the exercise of the rights and powers they held as controlling shareholders of Aspi and, consequently, of CPAC—Aspi and CPAC to take, or refrain from taking, certain decisions or actions during the period between signing and closing of the Transaction. CPAC therefore remained at all times outside the contractual relationship created by the SPA and was not directly or legally subject to any obligation or restriction thereunder.

Indeed, if Aspi or CPAC had acted contrary to Section 6.01 of the SPA during the period between signing and closing, that would not have resulted in any consequence or liability for those entities or for their shareholders other than those that executed the SPA. Instead, such conduct would have constituted a breach by the sellers under the SPA, and any resulting consequence would have arisen exclusively within the contractual relationship between the sellers and Holcim (for example, the buyer could have refused to proceed with closing of the Transaction or could have sought indemnification from the sellers).

Business conduct covenants are principally intended to preserve the economic value of the target company between signing and closing of a transaction. Such provisions seek to provide the buyer with contractual assurance that the target company will not materially alter the nature or quality of its business during that period, so that the business acquired by the buyer at closing is substantially the same business it agreed to acquire when the share purchase agreement was signed. As Javier Tortuero Ortiz correctly explains: “where signing and closing are deferred, it becomes necessary to establish a series of rules governing management of the target company’s business during the interim period. Those rules are intended to preserve the business and, therefore, the value of the target, and are established for the buyer’s benefit to ensure that the target company’s activities continue in the ordinary course of business. Compliance with those rules reduces the likelihood that purchase-price adjustments will be required (where such adjustments have been agreed). Accordingly, the seller is generally required to refrain from taking actions outside the ordinary course of the company’s business without the buyer’s prior consent and to conduct the business prudently and diligently under the principle of continued management. In addition to that general obligation, the parties commonly agree that specific actions may not be taken without the buyer’s express consent, including corporate transactions (for example, capital increases or reductions, structural or bylaw amendments, increased indebtedness, the granting of security interests, etc.).”⁷ In the same vein, Javier García de Enterría and Lorenzo Velázquez state: “The existence and duration of the interim period between execution of the share purchase agreement and effective transfer of the company depend on the possible conditions precedent to which closing may be subject (...). This explains why agreements commonly require the seller to continue managing the company in the ordinary course in accordance with the same criteria and policies applied in the past and, additionally, prohibit or subject to the buyer’s approval extraordinary actions or transactions (dividend distributions, transfers or acquisitions of assets, payments or debts above specified thresholds, etc.).”⁸

Accordingly, interim covenants are a risk-allocation and risk-management mechanism characteristic of share purchase transactions in which time elapses between signing and closing. During that period, the buyer has already committed to acquire the company for an agreed price, but the seller continues to exercise control over it. Business conduct covenants are intended precisely to prevent the seller, during that interval, from taking or allowing extraordinary decisions that materially alter the company’s risk profile, financial position, or economic prospects. As Artagaveytia states, “This allows the company to continue operating in the ordinary course of business and prevents material changes to the attributes that led the parties to sign the SPA.”⁹

Calle La Colonia N° 150,

Urb. El Vivero - Santiago de Surco

Telf: 317-6000

In view of the foregoing, we consider Official Letter 3113 incorrect in stating that the limitations allegedly imposed by the SPA on CPAC’s operational, financial, and commercial capacity directly affect the development of the business and, therefore, the economic interests of minority shareholders.

First, as explained above, interim covenants are not intended to limit the development of the business or restrict the company’s ordinary management. On the contrary, their principal purpose is to ensure that the company continues to operate in the ordinary course, preserving the economic and operating position existing at signing and the value of the target company, while preventing extraordinary decisions that could unnecessarily increase business risk or reduce the company’s value before closing.

Second, it would also be incorrect to assert that interim covenants prevent the company from pursuing business opportunities that could create greater value for its shareholders. As Section 6.01 of the SPA itself shows, it is customary for restrictions of this nature to be subject to exceptions, including the sellers’ ability to obtain the buyer’s prior consent to approve actions outside the ordinary course that are otherwise restricted under the share purchase agreement. In that regard, under Section 6.01 of the SPA, if Holcim’s consent were required for any such action, Holcim could not unreasonably withhold, condition, or delay that consent. Therefore, if an extraordinary opportunity arose that the sellers considered beneficial to the company and its shareholders, the sellers would merely need to request the buyer’s corresponding authorization (and the buyer should likewise be interested in creating greater value) for the transaction to proceed.

Interim covenants therefore do not constitute an absolute prohibition on extraordinary decisions; rather, they provide a mechanism for such decisions to be jointly evaluated by the sellers and the buyer, since the latter will continue to bear the company’s economic risk after closing. Their purpose is not to paralyze the target company’s operations, but to prevent the economic balance of the transaction from being altered after the agreement has been executed.

Accordingly, interim covenants operate as a risk-allocation mechanism during the period between signing and closing: the seller, which retains control of the target company until the closing date, undertakes vis-à-vis the buyer not to exercise that control in a manner that could adversely affect the value of the business whose transfer has been agreed. For that reason, the restrictions are contractually imposed on the seller—which retains the ability to influence the management of the company—and not on the target company, which is not a party to the SPA and assumes no contractual obligation thereunder.

Calle La Colonia N° 150,

Urb. El Vivero - Santiago de Surco

Telf: 317-6000

Finally, we consider it appropriate to clarify Official Letter 3113’s statement that Holcim allegedly contradicted CPAC’s assertion that CPAC had not directly assumed burdens or obligations under the SPA. Holcim did not contradict CPAC. On the contrary, in its communication dated May 22, 2026, which CPAC published on the same date as a material event, Holcim stated verbatim: “The SPA does not impose obligations on CPAC or its subsidiaries; rather, it contains customary and typical obligations for transactions of this nature between signing and closing, imposed on the Sellers, requiring them to cause the Transferred Companies—including CPAC and its subsidiaries—to take (or refrain from taking) certain actions, the most relevant of which is set forth in Section 6.01 of the SPA ...” (emphasis added). This statement by Holcim is fully consistent with CPAC’s position.

In light of the foregoing, and consistent with Sections 1) and 2) above, the interim covenants do not constitute material events because they are not material obligations or restrictions of the target company capable of significantly influencing an investor within the meaning of Articles 3 and 4 of the Material Events Regulations. Rather, those provisions (i) were obligations or restrictions assumed by the sellers, not by the target company; and (ii) were principally intended to ensure that the company continued operating in the ordinary course and to preserve its value for the benefit of all shareholders. Accordingly, the agreement between the sellers and the buyer on such interim covenants does not alter the target company’s position or impose burdens, restrictions, or obligations on it; therefore, it does not constitute an event that would significantly influence a reasonable investor’s decision whether to invest in the securities issued by the target company. Likewise, any consent to or waiver of such interim covenants does not, in and of itself, constitute a material event because such consents or waivers relate to obligations or restrictions assumed by the sellers, not by CPAC, and were therefore not binding on CPAC or related to matters capable of affecting an investment decision regarding CPAC’s shares. In summary, interim covenants remain within the contractual sphere of the parties that assume them (in this case, the sellers under the SPA), without binding the target company, which is in no way required to comply with them and bears no responsibility to the buyer for any breach of those obligations.

With respect to Official Letter 3113’s reference to an escrow account in the amount of S/ 185 million, we consider it appropriate to clarify the legal nature and operation of escrow accounts, since there appears to be some confusion as to whether an amount placed in escrow constitutes an additional payment over and above the purchase price or represents funds belonging to the target companies.

An escrow account is a mechanism widely used in M&A transactions under which a portion of the price payable for the shares is deposited into an account administered by an independent third party¹⁰ in order to secure the sellers’ performance of certain obligations (typically, their obligation to indemnify the buyer if contingencies materialize or if representations and warranties made in the agreement are found to be false or inaccurate).¹¹ Its principal function is therefore to ensure that funds are available, if necessary, to satisfy the sellers’ payment obligation if a claim arises under the share purchase agreement, thereby avoiding the need to resort to judicial enforcement for collection of the debt.

Calle La Colonia N° 150,

Urb. El Vivero - Santiago de Surco

Telf: 317-6000

Thus, rather than transferring the entire agreed purchase price to the seller at closing, the buyer temporarily deposits a portion of that price in an independent account—known as an escrow account—administered by an independent third party—the escrow agent. The escrow agent must administer the funds in strict accordance with the instructions set forth in the share purchase agreement and in the agreement entered into among the escrow agent, the buyer, and the sellers—the escrow agreement. The funds deposited in the escrow account and administered by the escrow agent are released to the sellers or the buyer, depending on whether the conditions previously agreed by the parties are satisfied.

Accordingly, the amount deposited in an escrow account is not an additional payment over and above the purchase price; it forms part of the price already agreed between the buyer and the sellers. In other words, the buyer makes no additional disbursement on account of the escrow. Rather, of the total price agreed for the shares, one portion is paid directly to the sellers at closing and the remaining portion is deposited in the escrow account, where it remains until the contractually established conditions for its release are satisfied. This structure is clearly reflected in Section 2.03(a) of the SPA, which provides that at closing the buyer must, on the one hand, transfer to the Sellers the Final Purchase Price less the Escrow Amount and, on the other hand, transfer the Escrow Amount to the Escrow Agent for deposit in the Escrow Account on behalf of the Sellers and as security for the Sellers’ indemnification obligations.

It is also important to clarify that the sellers do not have an unconditional and immediate right to receive the amount deposited in the escrow account. Release of those funds to the sellers is subject to satisfaction of the conditions set forth in the SPA and the escrow agreement, which normally require either that a specified period elapse without claims covered by the indemnification mechanism being made or, if such claims have been made, that the amount to be retained to satisfy them be determined. Only after the agreed conditions have been met does the escrow agent release the remaining funds to the sellers. Conversely, funds required to satisfy the sellers’ indemnification obligations are released directly by the escrow agent to the buyer, without passing through the sellers.

Finally, we also clarify that the funds deposited in the escrow account do not come from the assets of the target companies and are not assets of those companies. As explained above, the funds are contributed exclusively by the buyer as part of the price paid for the acquisition of the shares. Accordingly, the establishment of an escrow account does not involve any disposition of the target companies’ resources and does not affect their equity, liquidity, or operating capacity.

On May 22, 2026, through a private submission, we provided the SMV with the valuation report prepared by PricewaterhouseCoopers Sociedad Civil de Responsabilidad Limitada (“PwC”) at the request of Farragut Holdings Inc. (“Farragut”) for purposes of determining the income tax payable by Farragut as a result of the sale of its Aspi shares under the SPA (the “Valuation Report”). As PwC stated in its communication dated May 21, 2026, authorizing delivery of the report solely to the SMV, the Valuation Report was not prepared for disclosure to the market or as support for a valuation in connection with a public offering. It was prepared solely and exclusively at the request of one of the selling shareholders in the Transaction for purposes of determining the income tax payable by Farragut as a result of the sale of its Aspi shares under the SPA.

Accordingly, the Valuation Report does not constitute a material event. As explained in Section 1) above, item 24 of Annex 1 provides as follows: “Valuation reports prepared by specialized firms, audit firms, banks, investment banks, or individuals in connection with or in the context of public offerings of securities or a due diligence.” In other words, the provision refers to valuation reports prepared to determine the price in a public offering, which was not the purpose of the Valuation Report.

Calle La Colonia N° 150,

Urb. El Vivero - Santiago de Surco

Telf: 317-6000

Nevertheless, in response to the SMV’s request in Official Letter No. 2152-2026-SMV/11.1, by letter dated May 22, 2026 we privately submitted the Valuation Report to the SMV. The submission was made on a reserved basis due to the confidential and private nature of the Valuation Report. The reserved channel with the SMV may be used for information whose public disclosure is protected or restricted by an express legal provision.

By way of reference, the Guidance for Supervisory Review of Issuers’ Material Event Regime: Relevance Criteria and Transparency Duties, Circular No. 031-2026-SMV/11.1, states—when discussing item 33 of Annex 1 (judicial and arbitral proceedings)—that: “The principles and rules governing information transparency in the securities market and investor protection prevail over confidentiality agreed between the parties, and in such case the disclosure may or must be precise and limited to what is strictly necessary to inform the market. Where public disclosure of the information is protected or restricted by an express legal provision, the reserved information regime established in Article 36 of the Consolidated Text of the LMV must be applied.”

In this case, the Valuation Report is not only subject to confidentiality agreed between the parties; PwC—the firm that prepared it—also stated in its communication dated May 21, 2026 that the Valuation Report is protected by the tax confidentiality set forth in Article 2, item 5, of the Political Constitution of Peru.

In this regard, the scope of tax confidentiality does not depend on the corporate, regulatory, or transactional purpose that initially prompted preparation of a valuation, but on the actual use of the information for tax purposes. Article 85 of the Tax Code protects, among other matters, the amount and source of income, expenses, the tax base, and any other related data, provided that such information appears in tax returns or in information obtained by the Tax Administration from taxpayers, responsible parties, or third parties. A valuation is therefore covered by tax confidentiality when it has been used to determine the income tax base; in such case, the valuation becomes part of the data directly connected with determination of the tax obligation. This is precisely the case with the Valuation Report, since it was commissioned by one of the selling shareholders in the Transaction for purposes of determining the income tax payable as a result of the sale of its Aspi shares under the SPA.

In addition, and without prejudice to the foregoing, the Valuation Report contains commercially sensitive information concerning CPAC whose public disclosure could cause significant harm to the Company (and therefore to its shareholders). Competitors’ access to such information would give them an improper competitive advantage by allowing them to anticipate CPAC’s strategic decisions or adjust their own commercial policies to CPAC’s detriment. In this regard, the Constitutional Court has stated that commercial or business information is deemed “confidential or secret when, in addition to relating to a specific subject and being subject to an intention to keep it secret, its disclosure could cause actual harm to a legal or natural person or to a private, mixed, or state-owned enterprise. This is so because the intention to keep the information secret must be based on a legitimate objective interest—an economic interest seeking to prevent public access from impairing competitiveness vis-à-vis competitors, weakening the company’s market position, or causing it economic harm” (Case No. 02422-2019-PHD/TC).

Consistent with this, Article 17.2 of the Consolidated Text of Law No. 27806, the Transparency and Access to Public Information Law, approved by Supreme Decree No. 021-2019-JUS, provides that the right of access to public information may not be exercised with respect to “information protected by banking, tax, commercial, industrial, technological, and securities-market secrecy, some of which are governed by Article 2, item 5, of the Constitution and the remainder by the relevant legislation.”

Calle La Colonia N° 150,

Urb. El Vivero - Santiago de Surco

Telf: 317-6000

We consider that the confidential and non-public nature of valuation reports prepared by the buyer or, as in this case, commissioned by a seller to determine its income tax—and the fact that they do not constitute material events—does not impair the purpose of the securities market rules concerning determination of the fair price to be offered in a subsequent OPA.

As stated in Official Letter 3113, Article 48 of the Tender Offer Regulations¹² provides that the valuation firm—to be appointed in accordance with those Regulations—“must determine the amount of the consideration in cash and/or securities in the transactions that gave rise to the obligation to make the offer. Under no circumstances may the minimum price be lower than that amount. The person required to make the offer is responsible for providing the valuation firm with the information it requests in order to conduct the valuation process” (emphasis added). Likewise, Annex II concerning the contents of the OPA Information Memorandum provides that “where a prior indirect acquisition has occurred, the bidder must additionally include an express statement indicating that the consideration offered in the OPA is at least equivalent to the consideration paid in that prior acquisition.”

Accordingly, information regarding the price paid as consideration in the transaction that gave rise to the obligation to launch the OPA must necessarily be provided by the obligated party to the valuation firm, so that it may be taken into account as a criterion for determining the minimum offer price. In this case, Holcim, as the obligated party, has demonstrated its commitment to comply with the Tender Offer Regulations and, as we understand it, is awaiting appointment of the valuation firm in order to provide the information required by law.

Notwithstanding the foregoing, as stated in our response to request 7 of Official Letter 3113, in order to comply with the SMV’s request and demonstrate that CPAC does not intend to withhold information from the market, CPAC asked Farragut for authorization to publish the Valuation Report through a material event disclosure. Having obtained that authorization, CPAC is attaching the Valuation Report to this communication, redacting only those specific sections that contain (i) CPAC’s confidential and sensitive commercial information, which is protected as explained above, and (ii) Aspi’s financial information, since Aspi is not a company with securities registered in the Public Registry of the Securities Market and therefore has no obligation to make its financial information public.

Finally, we consider it appropriate to clarify the statement on page 23 of Official Letter 3113, where the SMV notes that it is striking that Holcim reported that Farragut—not Holcim—commissioned the Valuation Report and delivered it to Holcim before closing of the Transaction. There is nothing irregular about that circumstance. Under Section 2.06 of the SPA, because payment to Farragut of the final purchase price was subject to Farragut’s payment of income tax—and considering that any failure to make that payment could give rise to joint and several liability for the target companies in connection with the Transaction—the parties agreed that, at least three (3) business days before the closing date, the amount of income tax payable by Farragut would be calculated by reference to the final purchase price or the applicable market value determined in the Valuation Report. Section 2.06 of the SPA expressly states that, as of the signing date, the Valuation Report had not yet been commissioned and that Farragut intended to commission it as soon as possible so that it would be available before closing. It is therefore clear that: (i) the Valuation Report was prepared after the sale price had been established in the SPA and was not used to determine that price; (ii) the Valuation Report was commissioned by Farragut—not Holcim—solely for tax purposes; and (iii) it was provided to Holcim before closing solely to calculate the tax consequences applicable to the purchase price payable to Farragut.

Calle La Colonia N° 150,

Urb. El Vivero - Santiago de Surco

Telf: 317-6000

Page 2 of the Official Letter refers to Holcim’s press release published on December 16, 2025, which states: “The transaction value of approximately USD 1.5 billion on a 100% basis implies an 8.8x multiple on 2025 market consensus EBITDA (...).”

The material event disclosed by CPAC on December 16, 2025 stated that the Transaction had been valued at S/ 5.1 billion, representing a multiple of 9 times EBITDA for the twelve-month period ended September 2025.

With respect to the difference between the foregoing multiples, we note the following:

Accordingly, there is no inconsistency between the EBITDA multiples used to determine the value of the Transaction as reported by Holcim and CPAC. As explained, the difference results from the different EBITDA reference figures used when each party announced the Transaction.

Responses to the requests in Official Letter 3113:

Having stated the foregoing, and within the period granted to address the matters raised in Official Letter 3113, we now respond to each request in the order in which it appears:

On this point, Holcim stated the following in its communication dated July 15, 2026 attached hereto:

Calle La Colonia N° 150,

Urb. El Vivero - Santiago de Surco

Telf: 317-6000

Holcim determined the USD 1.5 billion EV using a standard enterprise valuation methodology based on EBITDA multiples, together with an arm’s-length negotiation with the sellers. EV was calculated by applying an approximately 9.0x multiple to CPAC’s last-twelve-month (“LTM”) EBITDA, which was S/ 569 million as of July 2025. Applying that multiple (S/ 569 million × 9.0) resulted in an EV of approximately S/ 5.1 billion.

With respect to the request for internal reports, communications with the sellers, or supporting minutes, Holcim stated in its attached communication that it respectfully declines to provide those documents, which constitute privileged internal work product, confidential commercial communications, and proprietary valuation analyses that are not customarily disclosed in response to regulatory information requests of this nature. Holcim nevertheless considers that it has provided a transparent explanation of the methodology and rationale supporting the disclosed figure, which in its view supplies the material information requested.

In response to our request to Holcim for the documentation required by the SMV on this point, Holcim provided us, together with its communication dated July 15, 2026 attached hereto, with a copy of the Schedule 13D filed with the U.S. Securities and Exchange Commission (“SEC”), which includes the text of the SPA with limited redactions of personal information and without its schedules. Holcim stated that the filing was made in accordance with applicable SEC rules and practice, under which schedules need not be included where the filing provides the relevant material information, particularly because those schedules contain confidential and sensitive information.

We further note that, on April 6, 2026, CPAC disclosed as a material event that Holcim had filed Schedule 13D. For online reference, the SPA without schedules, as filed by Holcim, is available at the following SEC link:

https://www.sec.gov/Archives/edgar/data/1221029/000110465926039944/tm2610682d1_ex99-1.htm

Calle La Colonia N° 150,

Urb. El Vivero - Santiago de Surco

Telf: 317-6000

With respect to this matter, Holcim stated the following in its communication dated July 15, 2026 attached hereto:

Holcim stated that INDECOPI granted that approval on March 19, 2026. It should be noted that CPAC disclosed satisfaction of this condition as a material event on March 21, 2026.

Without prejudice to the foregoing, CPAC learned of the closing of the Transaction and satisfaction of all conditions precedent on March 30, 2026, the same date on which it issued the corresponding material event disclosure. CPAC was not notified individually as each condition precedent was satisfied, except for the INDECOPI approval, which was disclosed as a material event on March 21, 2026. Rather, CPAC was informed of the closing of the Transaction on the date closing occurred.

As stated in our letter dated May 22, 2026, as confirmed by Holcim and as reflected in the SPA, the agreement does not impose obligations on CPAC. Instead, it imposes obligations on the sellers under which they were required to cause the Transferred Companies—including CPAC—to take (or refrain from taking) certain actions.

In this regard, we refer to the explanation in Section 3) of the Preliminary Considerations, which describes the nature of interim covenants and explains that, although they refer to actions or omissions of the target company, this does not mean that the target company assumes the contractual obligation; those obligations fall exclusively on the sellers.

In addition, in its communication dated July 15, 2026 attached hereto, Holcim confirmed that CPAC was not a party to and had no obligations under the SPA. Holcim stated that the restrictions in the SPA were framed as obligations of the sellers, who undertook to “cause” the Transferred Companies (including CPAC) to take or refrain from taking certain actions during the interim period. Holcim explained that provisions of this nature are customary in M&A transactions and are intended to protect the value of the target company and ensure that the business continues operating in the ordinary course until closing.

Calle La Colonia N° 150,

Urb. El Vivero - Santiago de Surco

Telf: 317-6000

Holcim further stated in that communication that, during the period between signing of the SPA and closing of the Transaction, consent requests were submitted pursuant to Section 6.01 of the SPA, primarily in connection with the execution of material contracts. Holcim explained that such requests are consistent with customary practice in transactions of this nature, where the buyer agrees with the sellers on certain rights to review and approve specified transactions in order to preserve the value of the acquired business.

Finally, consistent with Sections 1) and 2) of the Preliminary Considerations, we reiterate that the interim covenants do not constitute material events because they are not material obligations or restrictions of the target company capable of significantly influencing an investor within the meaning of Articles 3 and 4 of the Material Events Regulations. Rather, those provisions (i) were obligations or restrictions assumed by the sellers, not by the target company; and (ii) were principally intended to ensure that the company continued operating in the ordinary course and to preserve its value for the benefit of all shareholders. Accordingly, the agreement between the sellers and the buyer on such interim covenants does not alter the target company’s position or impose burdens, restrictions, or obligations on it; therefore, it does not constitute an event that would significantly influence a reasonable investor’s decision whether to invest in the securities issued by the target company. Likewise, any consent to or waiver of such interim covenants does not, in and of itself, constitute a material event because such consents or waivers relate to obligations or restrictions assumed by the sellers, not by CPAC, and were therefore not binding on CPAC or related to matters capable of affecting an investment decision regarding CPAC’s shares. In summary, interim covenants remain within the contractual sphere of the parties that assume them (in this case, the sellers under the SPA), without binding the target company, which is in no way required to comply with them and bears no responsibility to the buyer for any breach of those obligations.

With respect to this matter, Holcim stated the following in its communication dated July 15, 2026 attached hereto:

Calle La Colonia N° 150,

Urb. El Vivero - Santiago de Surco

Telf: 317-6000

As Holcim informed us in its communication dated July 15, 2026 attached hereto, the legal due diligence was conducted from September 10 through December 15, 2025. Holcim also stated that, as CPAC disclosed in its material event dated May 22, 2026, no valuation reports were issued as a result of the due diligence; only due diligence summaries were prepared.

Holcim further stated that its valuation of the Transaction was based on the methodology described in response to question 1 (application of an EV/EBITDA multiple to available financial information, followed by an EV-to-Equity bridge), and not on the due diligence summaries themselves.

Finally, Holcim stated that it respectfully declines to provide its internal due diligence summaries, internal management reports, or other proprietary supporting documents, as they constitute privileged internal work product, confidential commercial communications, and proprietary analyses that are not customarily disclosed in response to regulatory information requests of this nature.

In addition to Holcim’s statements, and as explained in Section 1) of the Preliminary Considerations, CPAC considers that the results of due diligence conducted by a buyer in connection with an M&A transaction do not constitute a material event. Neither the Material Events Regulations nor the Tender Offer Regulations require issuers to report as material events information or documents relating to an acquisition of a significant ownership interest, such as due diligence reports or financial reports prepared by the parties.

Item 29 of Annex 1 to the Material Events Regulations refers to the possible material event consisting of the “beginning of a due diligence or similar process requested by a shareholder or by third parties, or arranged by the issuer itself,” but imposes no obligation to disclose the findings or results of such legal audit processes. Valuations and due diligence reports, particularly those prepared in connection with M&A transactions, constitute confidential information whose public disclosure could cause significant harm to the target company and its shareholders. Such reports are commonly prepared by or for the benefit of the potential buyer based on the information to which it had access during the review process, which may be subject to specified thresholds and limitations and to the buyer’s own interpretations, without the target company having any control over the analysis or conclusions. Making the results of those documents public would also expose the target company and its shareholders to harm, since competitors could gain access to strategic and confidential commercial information.

Calle La Colonia N° 150,

Urb. El Vivero - Santiago de Surco

Telf: 317-6000

In addition, CEMPACASMAYO must report the exact date on which preparation of the report was commissioned and the date on which it became aware of the report.”

The valuation process took place from February 25, 2026, when the kick-off meeting was held, through March 27, 2026, when we received a copy of the final report that Farragut submitted to Holcim in order to satisfy one of Farragut’s pre-closing obligations under the SPA. Consistent with the material event disclosed on May 22, 2026, during that period CPAC limited its involvement to providing PwC with the corporate and financial information required to prepare the report.

At the SMV’s request, a copy of the Valuation Report is being submitted. As stated above, it is not a valuation report prepared in connection with a public offering.

The Valuation Report was not prepared to determine the Transaction purchase price or the price to be offered in the OPA. Farragut commissioned the Valuation Report solely to determine or validate the amount of income tax payable by it on the sale of its Aspi shares. The Valuation Report was therefore issued after the sale price had been established in the SPA.

As stated in PwC’s communication dated July 14, 2026, also attached hereto, the Valuation Report was prepared at Farragut’s request for purposes of determining the income tax arising from the transfer of its Aspi shares to Holcim. It was not intended or issued for general publication or market disclosure; for use by investors, other shareholders, potential tendering shareholders in a public tender offer, analysts, or third parties; as a fairness opinion, investment recommendation, solvency opinion, or valuation report for an OPA; as legal, regulatory, or financial advice for the benefit of third parties; or to support decisions to invest, divest, accept, or reject an OPA.

It should be noted that part of the information included in the Valuation Report consists of commercially sensitive CPAC information, such as financial projections, whose public disclosure could cause significant harm to CPAC. Competitors’ access to such information would give them an improper competitive advantage by allowing them to anticipate CPAC’s strategic decisions or adjust their own commercial policies to CPAC’s detriment. Under the Constitutional Court’s decision in Case No. 02422-2019-PHD/TC, commercial or business information is confidential when its disclosure could cause actual harm and impair competitiveness vis-à-vis competitors. The Valuation Report also contains ASPI financial information that is private and confidential because ASPI is not a company with securities registered in the Public Registry of the Securities Market. Accordingly, to safeguard the strategic value and confidentiality of that information, the relevant information has been redacted in the version of the Valuation Report attached to this material event communication. Those redactions do not limit or impair review of the other sections of the report, including its conclusions and the valuation methodology used by PwC.

Calle La Colonia N° 150,

Urb. El Vivero - Santiago de Surco

Telf: 317-6000

Based on the information received from Holcim in its attached communication and our review of the Valuation Report (which, as stated in Sections 4) and 7) of this letter, was prepared solely and exclusively at Farragut’s request for purposes of determining the income tax arising from the transfer of its Aspi shares to Holcim), we understand the following:

Enterprise Value:

Equity Value:

Price Paid (Final Purchase Price):

Based on the foregoing explanation, we consider the nature of the above concepts to be clear. We also understand that Holcim and PwC each used their own calculation methodologies to arrive at the foregoing amounts, taking into account that the valuations served different purposes.

We are not aware that the foregoing figures were subsequently adjusted.

Calle La Colonia N° 150,

Urb. El Vivero - Santiago de Surco

Telf: 317-6000

We reiterate that the Valuation Report was prepared solely and exclusively at Farragut’s request for purposes of determining the income tax arising from the transfer of its Aspi shares to Holcim, without CPAC’s involvement or participation in the valuation (other than providing the commercial and financial information requested by PwC to prepare the Valuation Report). On this point, we also refer to the considerations and recommendations included by PwC in its letter dated July 14, 2026 attached to this communication.

CPAC has not independently analyzed the contents of the Valuation Report and does not represent or warrant the validity, accuracy, or completeness of the information contained therein. We also refer to PwC’s communication dated July 14, 2026, likewise attached hereto and referenced in response to question 7 above, stating that the Valuation Report was not intended or issued, among other things, for use by potential tendering shareholders in the OPA, as an investment recommendation, solvency opinion, or valuation report for an OPA, or to support investment, divestment, acceptance, or rejection decisions in connection with an OPA.

As explained in our prior communications, in transactions of this nature due diligence is customarily conducted and directed by the buyer and its advisers. Due diligence reports also remain in the buyer’s possession and are generally not disclosed to the sellers and/or the target company. The target company limits its involvement to providing requested information and does not participate in reviewing or evaluating the documentation.

Accordingly, in the Transaction CPAC limited its involvement to providing the information requested for the legal due diligence through the persons included in the insider list submitted to the SMV in the reserved material event disclosure dated September 9, 2025. Neither CPAC nor its officers, acting in their capacity as representatives of CPAC as issuer, participated in the review of documentation or preparation of reports. CPAC has also not received a copy of any report or memorandum issued as a result of the due diligence process.

We further reiterate that CPAC was not a party to and did not execute the SPA. As stated in Section 2) of the Preliminary Considerations, the board resolution dated September 9, 2025 approving reservation of the information also approved the granting of powers of attorney to certain CPAC officers so that they could represent the Company and take all actions necessary or advisable in connection with the potential Transaction, including executing any private or public document required from CPAC. Nevertheless, as already explained, CPAC did not execute any document relating to the Transaction, including the SPA.

As stated in Section 2) of the Preliminary Considerations and in our response to the preceding request, CPAC was not a party to and did not execute the SPA; therefore, CPAC was not subject to the restrictions or obligations established therein. Accordingly, CPAC was not required to adopt corporate decisions, grant internal authorizations, or take substantive actions under the SPA.

Those obligations were assumed exclusively by the sellers in their capacity as parties to the SPA, without CPAC participating in their negotiation or assuming any commitment in that regard.

We reiterate that any breach by the sellers of their obligations under the SPA would have had no consequence for CPAC or for its shareholders that were not parties to the SPA.

Calle La Colonia N° 150,

Urb. El Vivero - Santiago de Surco

Telf: 317-6000

CPAC did disclose a material event on March 30 through a press release stating: “Holcim intends to initiate a mandatory public tender offer process to acquire additional shares in Cementos Pacasmayo in accordance with Peruvian law” (emphasis added).

The material event disclosure is available to the public on the SMV’s website:

https://www.smv.gob.pe/ConsultasP8/temp/Nota%20de%20Prensa.pdf

That information does not constitute a material event. CPAC considers that all material information regarding the OPA has been timely disclosed to date, as explained in item 1) of the Preliminary Considerations. Holcim’s request for appointment of a valuation firm is a procedural act within the stages regulated by the Tender Offer Regulations that are necessary to conduct the mandatory OPA. It is a preparatory administrative action that, by its nature, does not qualify as a material event requiring separate disclosure to the market. CPAC has already disclosed that Holcim is required to conduct the OPA and that Holcim requested exemptions from the SMV so that Aspi may launch the OPA. This constitutes the material information that must be disclosed to the market at this time. The foregoing is consistent with market practice reflected in existing precedents, in which each intermediate procedural step in an OPA has not been required to be disclosed as a separate material event.

CPAC did disclose a material event on June 17, 2026 stating that, on that date, Holcim had informed CPAC that it had requested from the SMV an exemption from certain requirements under the Tender Offer Regulations so that the SMV would allow Holcim to: (a) conduct the OPA through Aspi; and (b) submit Holcim’s audited annual consolidated financial statements for fiscal year 2025 and Holcim’s unaudited semiannual consolidated financial statements as of June 2026 and, if applicable, Holcim’s unaudited semiannual separate financial statements as of June 2026.

The material event disclosure is available to the public on the SMV’s website:

https://www.smv.gob.pe/ConsultasP8/temp/HDI%20-%20Informaci%c3%b3n%20sobre%20OPA.pdf

We refer to Sections 1) and 4) of the Preliminary Considerations. As stated above, the Valuation Report was prepared by PwC at Farragut’s request solely and exclusively for purposes of determining the income tax payable as a result of the sale of Farragut’s Aspi shares under the SPA. It was commissioned neither by CPAC nor by Holcim, but by one of the selling shareholders in the Transaction solely for tax purposes.

Calle La Colonia N° 150,

Urb. El Vivero - Santiago de Surco

Telf: 317-6000

The Valuation Report was not prepared to determine the purchase price under the SPA. As explained above and expressly stated in Section 2.06 of the SPA, preparation of the Valuation Report had not yet been commissioned as of the SPA signing date; it is therefore clear that the report was prepared after the sale price had been established. Likewise, the Valuation Report was not prepared to determine the price to be offered in the OPA.

Item 24 of Annex 1 to the Material Events Regulations provides that the following must be disclosed as a material event: “Valuation reports prepared by specialized firms, audit firms, banks, investment banks, or individuals in connection with or in the context of public offerings of securities or a due diligence.” In other words, it refers to valuation reports prepared to determine the price to be offered in a public offering, not private valuations commissioned for other purposes. The Valuation Report does not fall within that provision because it was prepared solely for the tax purposes of one of the selling shareholders and not to determine the Transaction price or the price to be offered in the OPA. Accordingly, the Valuation Report does not constitute a material event under the Material Events Regulations.

It should be clarified that the statement that the Valuation Report is protected by tax confidentiality was not disclosed in the material event disclosure dated May 22, 2026; rather, it was included in the letter through which we privately submitted the report to the SMV. The statement was based on PwC’s communication dated May 21, 2026, in which the firm that prepared the Valuation Report expressly stated that it is protected by the tax confidentiality set forth in Article 2, item 5, of the Political Constitution of Peru. CPAC therefore did not disclose inaccurate information; it conveyed PwC’s position regarding the report’s protected status.

Without prejudice to the foregoing, as stated in Section 4) of the Preliminary Considerations, PwC’s position has a legal basis. Article 85 of the Tax Code protects, among other matters, the amount and source of income, expenses, the tax base, and any other related data, provided that such information appears in tax returns or in information obtained by the Tax Administration from taxpayers, responsible parties, or third parties. A valuation is therefore covered by tax confidentiality when it is intended to be used to determine the income tax base. In such case, the valuation becomes part of the data directly connected with determination of the tax obligation. This is precisely the case with the Valuation Report, since it was commissioned by one of the selling shareholders in the Transaction for purposes of determining the income tax payable as a result of the sale of its Aspi shares under the SPA.

CPAC has no additional information or documentation other than that described in this communication and that previously reported as material events or submitted to the SMV.

We have nothing further to specify or clarify with respect to the matters stated above.

Calle La Colonia N° 150,

Urb. El Vivero - Santiago de Surco

Telf: 317-6000

There is no additional information and/or supporting documentation.

Annexes: The following documents are attached as annexes to this letter:

Annex 1: Copy of Official Letter No. 3113-2026-SMV/11.1 (without annex).

Annex 2: Copy of Official Letter No. 3171-2026-SMV/11.1.

Annex 3: Copy of the communication sent to Farragut Holdings Inc. on July 7, 2026 in order to respond to the requests under the Official Letter.

Annex 4: Copy of the communication sent to Holcim Ltd. on July 9, 2026 in order to respond to the requests under the Official Letter.

Annex 5: Copy of the communication received from Holcim Ltd. on July 15, 2026.

Annex 6: Copy of the communication received from Farragut Holdings Inc. on July 15, 2026.

Annex 7: Valuation Report issued by PwC on March 27, 2026, together with PwC’s related communication.

These annexes haven been translated to English for the benefit of the reader, for further details please refer to the original Spanish versions https://www.smv.gob.pe/ConsultasP8/temp/HI%20Ref%20Oficio%203113%202026.pdf

Annex 1

PERU - Ministerio de Economia y Finanzas - SMV Superintendencia del Mercado de Valores

San Isidro, July 3, 2026

OFFICIAL LETTER No. 3113-2026-SMV/11.1

Mr.

Humberto Reynaldo Nadal Del Carpio

General Manager

Cementos Pacasmayo S.A.A.

Calle La Colonia N° 150, Urbanización El Vivero

Santiago de Surco, Lima.-

Ref.: File No. 2026022680

We address you in connection with the supervision of the material fact disclosures made by Cementos Pacasmayo S.A.A. (hereinafter, CEMPACASMAYO), related to the change of its control unit and the obligation to formulate a Tender Offer (OPA) by its new controller Holcim Ltd. (hereinafter, HOLCIM), over the common voting shares of CEMPACASMAYO.

Within the scope of this official letter, it is necessary to consider the following information and facts:

On September 9, 2025, CEMPACASMAYO informed the SMV that its Board of Directors had agreed on that same date to classify as reserved information: (i) Holcim’s interest in evaluating a possible acquisition of the entirety of the direct and indirect ownership stake of the controlling shareholder, Mr. Eduardo Hochschild Beeck (hereinafter, Mr. Hochschild), in Inversiones ASPI S.A. (hereinafter, ASPI); and, (ii) the preliminary and exploratory conversations being carried out for such purpose, which would contemplate other activities such as the review of information of Inversiones ASPI and of CEMPACASMAYO by HOLCIM and its advisors, the commencement of an audit process (due diligence) and the negotiation of the conditions of the potential transaction, as well as other acts.

It should be noted that the list of insiders of the reserved information was submitted to the SMV.

Regarding this reserved material fact, it should be highlighted that CEMPACASMAYO, in its material fact disclosure of April 6, 2026 in response to Official Letter No. 1383-2026-SMV/11.1, stated, among other things, that:

«Without prejudice to the foregoing, we note that: (1) the minutes of the board of directors meeting of September 9, 2025, submitted to the SMV as part of the request for a reserved material fact, in which, among other things, the Company’s participation in the audit process (due diligence) and in the agreements that the controlling shareholder maintains with Holcim and any third party for the potential transfer of its shares was approved, in which the abstentions of Mr. Eduardo Hochschild Beeck [Beeck] and Ana Sofía Hochschild Correa are recorded; and (2) (…)»

“The transaction value of approximately USD 1.5 billion on a 100% basis implies an 8.8x multiple on 2025 market consensus EBITDA, or 7.1x after expected run-rate synergies of around USD 40 million realized in year three. (…)”

«CEMPACASMAYO has not participated in any valuation process whatsoever and has only contributed by providing information within the framework of the due diligence initiated after reporting the Reserved Material Fact, and without knowledge of the purpose for which such information was provided.

Finally, we have no knowledge of any valuation process carried out by the shareholders of ASPI or Holcim.

(…)

Having not participated in the negotiations of the SPA, CEMPACASMAYO only has the information that was indicated in the previously mentioned material facts, the same that was provided to us by the Controlling Shareholder.

Likewise, CEMPACASMAYO does not have any information about any valuation report, nor about the methodology used to determine the value of the shares of ASPI and/or CEMPACASMAYO.

(…)

We reiterate that CEMPACASMAYO has no knowledge of the conditions precedent established in the SPA, other than the information provided by the Controlling Shareholder and timely communicated to the market through the material fact disclosure dated December 16, 2025.»

Regarding this information of December 22, 2025, it is necessary to state that in the material facts of March 3, 2026; of March 17, 2026, of March 27, 2026¹ and of April 6, 2026 —which were communicated by CEMPACASMAYO in response to requirements formulated by the SMV and not motu proprio—, it is observed that this is information that contains inaccuracies and is incomplete, and it should be noted that, to date, your represented company has not submitted the requested information about the so-called «Costs associated with the Holcim acquisition» that were disclosed in its Annual Separate and Consolidated Financial Statements 2025.

In this regard, it should be noted that notwithstanding that this fact triggered HOLCIM’s obligation to launch a Subsequent Tender Offer (OPA Posterior) over the common voting shares of CEMPACASMAYO, the issuer failed to disclose such fact in accordance with the provisions of Section 9.1 of Article 9 of the Regulations on Material Facts and Reserved Information, approved by SMV Resolution No. 005-2014-SMV/01 (hereinafter, Material Facts Regulations), which requires reporting «as soon as such fact occurs or the Issuer becomes aware of it, and in no case beyond the day on which it has occurred».

The fact is that CEMPACASMAYO only recently announced that the obligation to the acquirer to formulate a Subsequent Tender Offer had arisen, a month and a half later, through a material fact disclosure of May 14, 2026, information that, once again, was not disclosed motu proprio but rather in response to a requirement formulated by the SMV through Official Letter No. 2152-2026-SMV/11.1 of May 11, 2026.

On this matter, CEMPACASMAYO reiterated that it had not been a party to the SPA; and likewise stated, among other things:

-That in March 2026, the firm PricewaterhouseCoopers Sociedad Civil de Responsabilidad Limitada (hereinafter, PwC) issued a valuation report of Inversiones ASPI commissioned by Farragut Holdings Inc. (hereinafter, FARRAGUT) for which, as has been informed, CEMPACASMAYO limited itself to providing the necessary information for such engagement; additionally, CEMPACASMAYO has stated that said valuation report is confidential and private, and considering this, a copy of said report will be sent to the General Superintendency of Conduct Supervision – IGSC on a reserved basis, and,

-That the due diligence process for the transaction was carried out by HOLCIM and its advisors, and that the latter has informed it that, as a result of said process, no valuation reports were issued but only due diligence summaries.

For its part, HOLCIM has stated that no price per share of CEMPACASMAYO has been expressly agreed upon; however, in its own written communication, it identifies the factors taken into account for determining the price paid for the acquisition of the indirect 50.01% ownership of common shares issued by CEMPACASMAYO, among which is the due diligence process in financial, legal, and tax matters, including the evaluation of the audited financial statements of CEMPACASMAYO.

On this matter, CEMPACASMAYO has noted in its communication that the aforementioned valuation does not constitute a material fact, inasmuch as it was not prepared in connection with or within the framework of public securities offerings or a due diligence; as well as that the report was prepared solely and exclusively for the purpose of supporting the market value of the shares of ASPI for purposes of any requirement by the Superintendencia Nacional de Aduanas y de Administración Tributaria - SUNAT, indicating that its content is protected by the tax secrecy privilege contemplated in Article 2, Section 5, of the Political Constitution of Peru.

In connection with the most recent communications from CEMPACASMAYO and especially with its assertion regarding the confidentiality and protection of said valuation report of ASPI and of CEMPACASMAYO, it is necessary to establish the technical and legal foundations that must be strictly complied with by every securities market issuer that is subject to supervision by the SMV:

In its cited communication of May 22, 2026, CEMPACASMAYO has stated:

IMAGE 1

In this regard, in accordance with what was stated in our response to Official Letter 2152 regarding the confidential nature of certain requested information, attached to the present communication we comply with sending to your Superintendency, on a reserved basis, the valuation of Inversiones Aspi S.A. carried out in March 2026 by the firm PricewaterhouseCoopers Sociedad Civil de Responsabilidad Limitada (“PwC”) commissioned by Farragut Holdings Inc. for purposes of the determination of the income tax corresponding to Farragut Holdings Inc. derived from the sale of its shares issued by said company under the share purchase agreement of December 16, 2025 for the sale of 99.99% of the shares of Inversiones ASPI S.A. in favor of Holcim Ltd. (“SPA”).

We note that the valuation being sent does not constitute a material fact inasmuch as it was not prepared in connection with or within the framework of public securities offerings or a due diligence. Likewise, as the report was prepared solely and exclusively for Farragut, with the purpose of supporting the market value of the shares of Inversiones ASPI S.A. for purposes of any requirement by the Superintendencia Nacional de Aduanas y de Administración Tributaria, its content is protected by the tax secrecy privilege contemplated in Article 2, Section 5, of the Political Constitution of Peru.

Finally, we indicate that, as stated by PwC in the authorization given to Farragut to share the valuation with the Company and with your Superintendency, the attached valuation may not be (i) disclosed to third parties other than the SMV; (ii) cited, reproduced or referenced in the OPA prospectus, material fact disclosures or communications to the market; nor (iii) used as input, reference or parameter by actual or potential valuation firms within the framework of the OPA or any other process.

In that sense, the information submitted through the present communication is sent to the SMV on a reserved basis, subject to the provisions of Section 10 of Article 239.1 of the Consolidated Text of Law No. 27444 – General Administrative Procedure Law, approved by Supreme Decree No. 006-2026-JUS.

Likewise, CEMPACASMAYO has attached the letter of May 21, 2026, in which the audit and consulting firm PwC states:

IMAGE 2

We address you with reference to the letter of reference, through which Farragut Holdings, Inc. (the Client) requests authorization for Cementos Pacasmayo S.A.A. (Pacasmayo) to present to the Superintendencia del Mercado de Valores (SMV) the Valuation Report of Inversiones ASPI S.A. dated March 27, 2026 (the Report), within the framework of the Tender Offer (OPA) to be launched by Holcim Ltd. over the shares of Pacasmayo.

In this regard, by means of the present we authorize the sending of the Report to the SMV, subject to the following conditions:

1. The Report was prepared solely and exclusively for the Client, pursuant to the engagement letter dated March 4, 2026, and with the purpose of supporting the market value of the shares of Inversiones ASPI S.A. in the event of a potential audit by SUNAT. In that sense, its content is protected by the tax secrecy privilege contemplated in Article 2, Section 5, of the Political Constitution of Peru.

2. The Report was not prepared for its disclosure to the market, nor as support for a commercial valuation in the context of a public offering.

3. The Report may not be: (i) disclosed to third parties other than the SMV within the indicated framework; (ii) cited, reproduced or referenced in the OPA prospectus, material fact disclosures or communications to the market; nor (iii) used as input, reference or parameter by actual or potential valuation firms within the framework of the OPA or any other process.

4. The sending of the Report to the SMV does not generate a contractual or professional relationship between PwC and the SMV, Pacasmayo, Holcim Ltd., its shareholders, the recipients of the OPA or any third party, who shall not be able to derive rights or claims against PwC. The Report does not constitute a fairness opinion, investment recommendation, solvency opinion or financial, legal, regulatory or financial advice, and should not be interpreted as such.

5. The limitations, assumptions and exclusions contained in the Report and in the engagement letter remain in effect and are applicable to the disclosure authorized by the present letter. PwC assumes no responsibility whatsoever to third parties derived from the Report, its content or its disclosure.

As can be seen in IMAGE 1 and IMAGE 2, CEMPACASMAYO has presented «on a reserved basis» to the SMV, the valuation of ASPI carried out since March 4, 2026 by PwC commissioned by FARRAGUT, arguing that such report was for purposes of the determination of the income tax that FARRAGUT was required to pay for the sale of its shares of ASPI; and with the purpose of supporting the market value of the shares of ASPI for purposes of any SUNAT requirement, and that for that purpose of the cited valuation report, its content is protected by the tax secrecy privilege of Section 5 of Article 2 of the Constitution; and that having been delivered to the SMV on a reserved basis it is subject to the provisions of Section 10 of Article 261.1 of Article 261 of the Consolidated Text of the General Administrative Procedure Law. The texts of these provisions are:

«Article 2.- Every person has the right to:

(…)

5. (…)

Every person has the right to bank secrecy and tax secrecy. (…)»

“Article 261.- Administrative Infractions

261.1 Authorities and personnel serving governmental entities, regardless of their employment or contractual regime, commit an administrative infraction in processing administrative proceedings under their charge and, therefore, are susceptible to being administratively sanctioned with suspension, termination, or removal depending on the severity of the infraction, recidivism, the harm caused and the intentionality with which they acted, in the event of:

(…)

10. Disclosing by any means or allowing access to confidential information referred to in Section 171.1 of this Consolidated Text.

(…)»

In other words, CEMPACASMAYO has delivered to the SMV the valuation report of ASPI prepared by PwC as of March 2026 —which comprises the valuation of CEMPACASMAYO—, but has stated that it cannot and should not be disclosed to anyone because —according to CEMPACASMAYO and PwC—, it has constitutional protection; and CEMPACASMAYO warns that in the event that the SMV or the officials of the SMV disclose it or allow access to said report, they will incur an administrative infraction sanctionable with suspension or removal.

It is necessary to highlight that according to the information provided by CEMPACASMAYO; Mr. Hochschild and FARRAGUT owned 97.34% and 2.66% of ASPI shares, respectively; and FARRAGUT is a company of the Hochschild Economic Group, which is controlled by the same Mr. Hochschild. As of the date, with the transfer of ASPI to HOLCIM, reported to the market, both ASPI and CEMPACASMAYO are no longer part of the Hochschild Economic Group since March 30, 2026.

Likewise, it is necessary to bear in mind that according to public available information and the information provided by CEMPACASMAYO, its controlling shareholder ASPI is a holding company that has no economic activity of its own, and whose principal asset is its investment in CEMPACASMAYO, which is why the valuation of ASPI necessarily depends on and is a reflection of the valuation of CEMPACASMAYO, and from the standpoint of corporate finance there is no way to value ASPI without valuing CEMPACASMAYO. This fact is recognized in the PwC report.

Regarding the supposed confidentiality, reserve, or protection of the Valuation Report of ASPI, which comprises the valuation of the public offering issuer CEMPACASMAYO; that would prevent its public disclosure; for the arguments mentioned, it is necessary to point out that they are entirely without basis for the following reasons:

1. The Peruvian securities market is founded on the principles of transparency of information and protection of investors, which are moreover recognized at the level of Law, in Articles 1, 10, 13 and 30 of the Consolidated Text of the Securities Market Law.

Indeed, transparency of information and protection of investors are principles and rules of public economic order; that is, they constitute fundamental pillars for the existence, stability and fairness of the Peruvian securities market and, therefore, their compliance is imperative, inescapable, and non-waivable, and is above any private confidentiality agreement or argument that may affect them.

In particular, regarding transparency of information, there are the legal mandates established in Articles 10 and 13 of the Consolidated Text of the Securities Market Law:

«Article 10.- All information that by provision of this law must be presented to the SMV (…) must be truthful, sufficient and timely. Once received by the respective institution, the information is of public access.»

«Article 13.- (…)

Legal entities registered in the Registry and issuers of securities are obligated to present the information that this law and other provisions of a general character establish, being responsible for the veracity of said information.»

In this way, independently of any condition of confidentiality, restriction of use, or special protection regime that may be applicable to certain information contained in a document —such as said valuation report—, this does not exempt market participants from compliance with the obligations established in the securities market regulatory framework, nor from the duty to attend to the requirements formulated by the SMV in the exercise of its supervisory functions.

CEMPACASMAYO’s invocation of Article 2, Section 5 of the Constitution (tax secrecy) is erroneous and manifestly inapplicable in the present case.

Indeed, in this constitutional provision, the right is stated, but its content and limits are established in Article 85 of the Consolidated Text of the Tax Code, approved by Supreme Decree No. 133-2013-EF:

«Article 85.- TAX SECRECY

Information of a reserved nature shall be considered as such, and may only be used by the Tax Administration, for its own purposes, the amount and source of income, expenses, taxable base, or any other data relating thereto, when contained in the tax returns and information obtained by any means from taxpayers, responsible parties, or third parties. (…)»

The law is exhaustive. What the tax secrecy protects is the taxpayer’s asset information (in this case, FARRAGUT): how much it earned from the sale to HOLCIM, what deductions it applied, and what was the calculated tax.

No provision of law protects under tax secrecy the information contained in a valuation report that is the result of the application of a financial model for company valuation using the Discounted Cash Flow (DCF) method or any other model or methodology for company valuation.

Without prejudice to the foregoing, and for greater clarity, it should be noted that the Constitutional Court of Peru has established repeated case law holding that neither bank secrecy nor tax secrecy are absolute rights, and that their protection is limited to the sphere of personal economic privacy, without being able to be used to violate public order.

In landmark decisions such as Constitutional Court Case No. 00004-2004-AI/TC and Constitutional Court Case No. 00009-2014-PI/TC, the Constitutional Court develops the proportionality test and the limits of these rights. The doctrine of the Constitutional Court holds that the exercise of a fundamental right (such as economic privacy) cannot serve as an instrument to strip other constitutional goods or legal duties of content (such as the duty of transparency in a regulated market).

In this decision, the Constitutional Court analyzes in depth the scope and limits of bank secrecy and tax secrecy.

In Grounds 36 onward, the Constitutional Court establishes that the right to bank secrecy and tax secrecy, while constituting guarantees against intrusion by the State or third parties in the sphere of a person’s economic privacy, are not absolute rights. It adds that these rights may be subject to reasonable and proportionate interventions or limitations when they collide with other constitutionally relevant goods (in this case, the public economic order and market transparency of the securities market).

Available at web link:

https://tc.gob.pe/jurisprudencia/2004/00004-2004-AI%20Admisibilidad.html

In this decision, the Constitutional Court reaffirms the doctrine of proportionality and the justified “lifting” of protections when a superior public interest exists.

In Grounds 13 through 16, the Constitutional Court reiterates that prerogatives such as tax secrecy and bank secrecy do not constitute a “space exempt from constitutional or legal control.” The exercise of these rights does not protect the abuse of rights or fraud against the law. The Court applies the proportionality test to determine that, when access to certain information is suitable, necessary, and strictly proportional to safeguard a superior interest (state supervision, transparency, prevention of illicit acts), the invocation of tax secrecy must yield.

Available at web link:

https://www.tc.gob.pe/jurisprudencia/2016/00009-2014-AI.pdf

In that sense, all revenue projections, expenses, EBITDA and cash flows; the risk-free rate, the market beta, the WACC, and all other variable estimates, assumptions and supporting data used to value an issuer with securities registered in the RPMV have no relation whatsoever with the tax secrecy referred to in the Constitution and the Tax Code, and therefore it has no legal basis to assert that a valuation report of an issuer —such as CEMPACASMAYO—, is comprised within the tax secrecy.

Consequently, it must be clearly established that the valuation report of an issuer with securities registered in the RPMV is not “intimate tax information” of the issuer itself or of its controlling shareholder, much less of a shareholder or a third party that engaged it for the purpose of calculating its taxes or to comply the requirements that the Tax Administration may eventually formulate.

Additionally, it should be noted that admitting this invocation of tax secrecy would imply accepting that private agreements, supposed fiscal purposes, or fiscal shields subordinate the imperative mandate of transparency or full disclosure of the securities market; generating information asymmetry in the securities market to prevail, and harming the integrity and protection of investors.

Likewise, under this type of information restrictions, compliance with the principles of good corporate governance regarding equal treatment of shareholders and informational transparency is not achieved.

In sum, the legal regime of the securities market imposes informational transparency obligations on market participants aimed at ensuring that the market has truthful, sufficient, and timely information regarding facts, acts, or circumstances susceptible of influencing investment decisions.

In this context, the existence of private confidentiality agreements or covenants, contractual restrictions, or any reserved treatment attributed to certain documentation with relevant information for investors or even more so for the minority shareholders of an issuer, cannot support an absolute refusal to information requirements formulated by the SMV in the exercise of its supervisory function of material facts.

Such a position is manifestly incompatible with the purposes of transparency and investor protection enshrined in the Consolidated Text of the Securities Market Law. Likewise, it collides head-on with the role of the SMV as governing authority and supervisor of the Peruvian securities market, an entity that, vested with ius imperium of the state, has the inescapable duty to safeguard the public economic order in the sphere of the securities market, demanding unrestricted compliance with the regulatory framework and sanctioning its non-observance.

Therefore, this type of arguments lacks legal and factual basis and is harmful to the existence and development of a securities market, and therefore must be dismissed.

In addition to what was noted in the preceding section, as can be seen in IMAGE 1, in its communication of May 22, 2026, CEMPACASMAYO has also indicated that the valuation report it has submitted on a reserved basis to the SMV, does not constitute a material fact, because it was not prepared in connection with or within the framework of public securities offerings or a due diligence.

Likewise, CEMPACASMAYO indicated that said report could not be disclosed to third parties other than the SMV; nor cited, reproduced or referenced in the OPA prospectus, material facts or communications to the market; nor used as input, reference or parameter by actual or potential valuation firms within the framework of the OPA or any other process, in accordance with the authorization provided by PwC to FARRAGUT to share it with CEMPACASMAYO and the IGSC.

In response to this assertion, based on the regulatory framework of public order of the securities market and under the Principle of Primacy of Reality, it is held that said valuation report does indeed qualify as a material fact of CEMPACASMAYO for the following legal and factual grounds:

A valuation report of an issuer or of any company is, in all cases by definition and by its nature, a corporate analysis that contains, among other things, a professional judgment and opinion based on methodologies, variables, and assumptions; and other elements of the theory of company valuation methodologies.

It is necessary to bear in mind at all times that CEMPACASMAYO is a Peruvian securities market issuer, which according to its own information has more than 10 thousand shareholders and more than 10 million affiliates of the Private Pension System of the 04 AFPs, who have a legitimate interest in said issuer, in all its relevant information, in the price of its shares and of course in its value. Regarding the value of CEMPACASMAYO, it is noted that in the material facts of December 16 and 22, 2025, the cement company disseminated information affirming that the transaction for the transfer of its control in favor of HOLCIM implied a «(…) valuation of S/5,100 MM based on a multiple of nine times EBITDA for the twelve-month period ending in September 2025 which marked a historic record for the Company. This transaction represents a very high return for shareholders as it represents a very significant premium over the current stock market capitalization value of the Company.»

As can be seen from all the information disseminated by CEMPACASMAYO and from various market indicators, in said transfer of control, the most relevant asset is CEMPACASMAYO, while ASPI is only the holding company whose activity is to hold the shares that confer control over said issuer.

In that sense, and as has been previously noted, it is necessary to consider that to value ASPI it is necessary to value CEMPACASMAYO, and this fact is acknowledged in the cited valuation report of ASPI and of CEMPACASMAYO of March 2026, which has been delivered to the SMV by CEMPACASMAYO.

From reading said 79-page valuation report, it can be seen that to value CEMPACASMAYO, the Discounted Cash Flow (DCF) method was used as the principal methodology, which is the same methodology recognized in the Tender Offer Regulations, approved by CONASEV Resolution No. 009-2006-EF-94.10 (hereinafter, Tender Offer Regulations).

It should be highlighted that, based on the information used and procedures performed for the report, it is stated that it relies on publicly available information and on certain private information that was received until March 25, 2026 when the analyses necessary for the valuation exercise were completed. It mentions that publicly available information was analyzed, as well as the information provided by FARRAGUT, and that communication was maintained with its representatives for additional requirements, to resolve queries and to achieve a reasonable level of information to perform the analysis. And it adds that FARRAGUT reviewed the draft report and confirmed that it contains no significant error or omission.

Page 9 of the report contains the result of the valuation of CEMPACASMAYO, in which the equity value thereof is indicated according to DCF, showing the enterprise value, the shareholder value, and calculating the common share price and the investment share price of CEMPACASMAYO.

It is noted that of the 79 pages of the report; excluding the cover pages, index, glossary, engagement letter, considerations and other general pages, more than 50 pages refer to CEMPACASMAYO and 13 pages to ASPI; that is, 85% of that valuation report is about CEMPACASMAYO, and this is a fact.

In accordance with the definition established in Articles 3 and 4 of the Material Facts Regulations, a material fact of an issuer is all information pertaining to it, with the capacity to significantly influence the decision of a reasonable investor or the quotation price of the securities.

Within this framework, it is held that the valuation report of CEMPACASMAYO (and/or of ASPI) as of March 2026, in addition to the content previously described, presents the following particularities:

In this regard, it should be highlighted that on page 7 and 19 of said report, it is expressly mentioned that «(…) on December 16, 2025, the majority shareholders of the Company and Holcim Ltd. (hereinafter, “Holcim”) executed a share purchase agreement (“SPA”), (…)»; however, the figure of S/ 5,100 million is not mentioned; and on page 9 of the report, the enterprise value of CEMPACASMAYO is indicated as S/ 4,422 million; and the shareholder value as S/ 3,031 million.

With all these considerations of content and particularities, it is held that the Valuation Report of CEMPACASMAYO (and/or of ASPI) as of March 2026 is information pertaining to the issuer, that has the capacity to significantly influence the decision of a reasonable investor or the quotation price of the common share, which is why it clearly qualifies as a material fact, that has clearly been known by its former and current controlling shareholder; and should have been timely disclosed as such by CEMPACASMAYO in compliance with its information disclosure obligations and the material facts regime.

Without prejudice to the above conclusion, in the present case —regarding the relevance of the information contained in the cited valuation report— it is necessary to highlight that on pages 8 and 10 of said report, PwC states: that it knew “certain private information,” that it incorporated adjustments to the price established in the SPA —that is, it knew the price indicated in the SPA—, the amount of the Transaction Costs (as per SPA), the amount of Discovered Leakage (as per SPA), and Threshold (as per SPA), the amount of Discovered Leakage (as per SPA), and highlights the «Final purchase price (as per SPA)» of S/ 1,640 million, a figure that coincides with the S/ 1,640,327,224.69 (S/ 1,640 million) which, according to what was reported on page 8, item 6.1, of the material fact of CEMPACASMAYO of May 22, 2026, is the total that HOLCIM paid for the purchase of 99.99% of shares of ASPI.

In that sense, this additional information of the particular case, which is evidently relevant, reinforces the conclusion that the Valuation Report of CEMPACASMAYO (and/or of ASPI) qualifies as a material fact.

In addition to the foregoing, it should be noted that in item 24 of Annex 1 of the Material Facts Regulations, it is expressly established as a reporting obligation the «24. Valuation reports prepared by specialized companies, audit firms, banks, investment banks or persons in connection with public securities offerings or a due diligence.»

If the PwC valuation report was prepared and issued in March 2026, 2 or 3 days before the Transaction was consummated (March 30, 2026) which triggered the Tender Offer, it is contrary to reality —and is at odds with common sense, in addition— to pretend to hold that said report is unrelated to the public offering framework. The causality is direct: without the SPA there is no Tender Offer; the PwC report considers the SPA price; therefore, the report objectively falls within the OPA framework.

Consequently, the document is not the result of an eventual engagement or for tax payment purposes, but rather had a relationship with certain aspects of the SPA, and therefore, of the OPA obligation triggered by its execution.

The assertion that FARRAGUT commissioned said valuation report with the sole and exclusive purpose of supporting eventual or possible requirements of the Tax Administration constitutes, as such, merely the expression of a private subjective purpose.

This intention, which is subjective and private, does not transmute or eliminate the material and objective nature of said report, which is to be or constitute a financial valuation of a securities market issuer.

The duties and obligations of informational transparency to the securities market are matters of public order and cannot be evaded, conditioned, or emptied of content by alleging fiscal purposes of a shareholder that is a member of the same economic group.

In the material fact of December 16, 2025, CEMPACASMAYO communicated to the securities market that the Transaction (sale of ASPI and/or of the 50.01% of CEMPACASMAYO) implied a valuation of S/ 5,100 million that was a multiple of nine times EBITDA based on the twelve-month period ending in September 2025 that marked a record for the company. In said communication, CEMPACASMAYO emphasized that this transaction represented “a very high return for shareholders as it represents a very significant premium over the current stock market capitalization value”.

In relation to that amount, from the review of the cited Valuation Report of ASPI and/or CEMPACASMAYO of March 2026 —presented to the SMV by CEMPACASMAYO under a supposed “tax secrecy”—, a financial discrepancy visible at first glance is noted.

Thus, on page 9 of said report, the valuation firm indicates that, applying the Discounted Cash Flow (DCF) method, the enterprise value of CEMPACASMAYO is S/ 4,422 million, and that the Shareholder Value is S/ 3,031 million. Likewise, on page 10 of the report, it is indicated that the final purchase price as per the SPA was S/ 1,640 million that would have been agreed for 99.99% of the shares of ASPI and for 50.01% of the common voting shares of CEMPACASMAYO.

There are several gaps between the publicly announced S/ 5,100 million and those 3 amounts indicated in the cited valuation report; which is why, in application of the rules set forth, it is necessary for said differences to be explained.

Additionally, it should be noted that CEMPACASMAYO cannot shield itself behind ignorance or behind the fact that it was a third-party engagement. Section 9.2 of Article 9 of the Material Facts Regulations is of strict application, which establishes the presumption that the issuer has knowledge of a fact or information when it originates in its own organization or controlling shareholder. Since FARRAGUT was at that time an indirect shareholder of CEMPACASMAYO, and since FARRAGUT is an offshore entity controlled by the same controller of ASPI and CEMPACASMAYO (Mr. Hochschild), said presumption fully applies. Moreover, the fact remains that it has been CEMPACASMAYO itself that delivered said report to the SMV.

For the foregoing reasons, CEMPACASMAYO’s refusal to recognize the Valuation Report of CEMPACASMAYO and/or ASPI of March 2026 as a material fact lacks any regulatory basis since it is grounded in considerations that are contrary to the regulatory framework, additionally constituting an undue resistance to the full observance of the duty of informational transparency required in the Peruvian securities market, whose unrestricted compliance is safeguarded by the SMV.

Consequently, said Valuation Report of CEMPACASMAYO and/or ASPI as of March 2026, because it contains information with significant potential influence —that has not been timely disclosed—, must be revealed as a material fact in compliance with the applicable regulations.

An issuer with securities registered in the RPMV knows, or is inexcusably obligated to know, the regulation of the securities market and the standards of transparency and investor protection that govern it.

When CEMPACASMAYO discloses the material fact of May 22, 2026, expressly stating before the market that the valuation report of ASPI —which contains the valuation of CEMPACASMAYO itself— does not constitute a material fact and that its content is protected by the tax secrecy contemplated in Article 2, Section 5, of the Constitution, it is not exercising a legitimate right of defense nor communicating relevant information to the market. It is, on the contrary, disseminating among investors inaccurate information that lacks any legal basis.

The seriousness of this conduct lies in the fact that the issuer utilizes the formal regime of material facts —legally designed to make transparent the reality of issuers—, to erect a barrier of opacity, pretending to attribute a supposed and non-existent constitutional shield to a document of a corporate and financial nature, whose foundation is the theory of corporate finance. It is not a matter of a tax declaration, of deductions or additions to the taxable base, of a secret formula, or of something invented by someone.

By publicly qualifying the valuation of a company —which in this case is information that qualifies as a material fact, and that by mandate of the Law and the Material Facts Regulations is of mandatory disclosure to the market by referring to the issuer and being related to the transaction that triggers the OPA— as “confidential” and “protected,” the issuer distorts the market’s perception to the extent that it induces investors, in general, and minority shareholders, in particular, to erroneously consider that they lack the right to access said information —whose character is fundamental— for the formation and adoption of their investment decisions.

This violation is aggravated by the fact that upon carefully evaluating the issuer’s arguments, it is found that the supposed “tax secrecy” that has been invoked does not apply to a valuation report of an issuer. The use of a constitutional guarantee as a pretext to omit the disclosure of said valuation report converts the communication of May 22, 2026 into an act that frontally violates the mandate of Article 10 of the Securities Market Law and other rules related to the material facts regime, due to the absence of legal basis for the reasons invoked.

In its referred communication of May 22, 2026, addressed solely to the SMV, CEMPACASMAYO submitted to the supervisor the cited valuation report indicating that it is being delivered “on a reserved basis” and transferring the condition imposed by PwC and by itself, in the sense that said document may not be disclosed to third parties other than the SMV; nor cited, reproduced or referenced in material fact disclosures or in the OPA information prospectus.

In this regard, it is necessary to point out that the SMV is not, and does not operate as, a confidential repository for the safeguarding of confidential or secret information of an issuer or of its economic group. The utility of financial and corporate information in the securities market resides, solely and exclusively, in its capacity to eliminate information asymmetry and for this purpose the disclosure thereof is necessary so that investors can access said information, thus guaranteeing correct and equitable price formation. Delivering to the SMV a valuation report that is fundamental for the analysis of the issuer and for supervising the compliance of its obligations, but imposing a restriction or impediment of disclosure to the market and investors, is entirely without purpose and only evidences a profound lack of understanding regarding the function of the SMV as regulator and supervisor of the securities market.

Article 10 of the Consolidated Text of the Securities Market Law is imperative by establishing that «once received by the respective institution, the information is of public access.» The final and material recipient is not the SMV in its internal sphere, but the market as a whole.

To pretend that the regulator receive and archive relevant information pertaining to the value of the shares, indicating that it cannot be used, nor revealed to minority shareholders, completely denatures the institutional and legal design of the securities market.

Moreover, the intent to accompany this delivery with warnings or conditions threatening to impute administrative liability to the SMV’s officials if they proceed to disclose or deliver the document, constitutes an attitude contrary to the supervisory functions that is inadmissible. Conditioning the fulfillment of a duty of disclosure so that the State assumes a pact of silence to the detriment of investors not only lacks common sense logic, but subverts the principle of authority and the protective legal mandate that the SMV is obligated to and must exercise.

Through Official Letter No. 7312-2025-SMV/11.1 of December 17, 2025, the SMV required CEMPACASMAYO to disclose all information of the Share Purchase Agreement (SPA) or its most relevant portions. However, by way of material fact disclosure of December 22, 2025, CEMPACASMAYO stated and communicated:

It should be noted that the controlling shareholder of ASPI is or was Mr. Hochschild who is or was the controller of CEMPACASMAYO and its Chairman of the Board of Directors.

It should be highlighted that in said reserved material fact disclosure, 06 directors of CEMPACASMAYO appear including Mr. Hochschild; his General Manager, Mr. Nadal; his Legal Counsel at that time, Mr. Jorge Durand, who has also been a director of ASPI; and additionally one of his Chief Financial Officers at that time, Mr. Manuel Ferreyros, who has held executive positions within the Hochschild group.

It should be highlighted that this amount was communicated by CEMPACASMAYO in the material fact of December 16, 2025, and CEMPACASMAYO also declared that it would continue to report to the market, in a timely manner, all information that qualifies as a material fact.

In the material fact of April 6, 2026, CEMPACASMAYO reported:

In said minutes, it is verified that it was Mr. Hochschild himself who proposed this item for the board’s approval, which was approved without his participation, and agreeing: To grant in the most express manner and as broadly as possible all powers sufficient in favor of Mr. Raimundo Morales, Humberto Nadal, Jorge Durand; and, Manuel Ferreyros, so that in the name and on behalf of CEMPACASMAYO, any of them, acting individually or jointly with another representative, may represent CEMPACASMAYO and perform all acts that may be necessary for the Potential Transaction, being authorized to sign any private or public document that may be required by the company.

It should be noted that the cited Mr. Nadal, according to the information provided by CEMPACASMAYO, has been a Director of the cement company since 2008 and General Manager since 2011, that is, for 19 and 15 years, respectively; and has furthermore been a Director of ASPI since at least 2013 and General Manager and/or Legal Representative of ASPI since 2008.

In this manner, since December 17, 2025, the SMV has been requiring CEMPACASMAYO to disclose all information of the SPA or its most relevant portions, in response to which CEMPACASMAYO has been maintaining a repeated refusal arguing that «it was not a party to or participant in any share purchase agreement (…) nor has it participated in the negotiations of the mentioned SPA», limiting itself to stating that its knowledge derives solely from what its controlling shareholder informs it.

From the evaluation of the responses formulated by CEMPACASMAYO and the communications signed by HOLCIM, a systematic conduct aimed at evading the compliance of information disclosure obligations to the market is observed.

The issuer intends to utilize contractual formalisms (the principle of relativity of contracts, by which a contract only creates rights and obligations for the contracting parties that sign it, without benefiting or prejudicing third persons unrelated to the agreement) and corporate fictions that are legally unenforceable against the SMV and the legal mandate of transparency of the securities market.

This refusal by CEMPACASMAYO (and by its former and current controller) lacks any basis and would constitute a series of non-compliances with the material facts regime for the following reasons:

CEMPACASMAYO and HOLCIM maintain, from a strictly formal perspective, that the SPA pertains to the shares of ASPI and that no price has been expressly agreed for the shares of CEMPACASMAYO.

Notwithstanding, in line with the Principle of Primacy of Reality that applies to securities market supervision, it is a fact that ASPI is a holding company whose economic activity is to hold the shares that confer control over CEMPACASMAYO.

As this IGSC has determined in analogous cases of transfer of control through corporate vehicles, when a parent holding company lacks operations of its own and its value derives essentially from the underlying operating company, the acquisition of 100% of said parent company constitutes, materially and economically, the acquisition of the underlying asset. This reality is recognized in the cited PwC valuation report, and by its nature could not be otherwise.

To attempt to separate the value and effects of the SPA over the holding company (ASPI) from the operating company (CEMPACASMAYO) constitutes a fiction without economic substance.

This factual reality was publicly acknowledged by CEMPACASMAYO (and by its controller ASPI and/or Mr. Hochschild) when revealing on December 16, 2025 that the valuation of the Transaction (S/ 5,100 million) implied a multiple of 9 times the EBITDA of CEMPACASMAYO.

Consequently, the SPA has regulated factually and materially the transfer of control and the intrinsic valuation of CEMPACASMAYO, making its content a document of relevance that the market has the right to know and that cannot and should not be prejudiced by said refusal that is contrary to the Law.

The central argument of CEMPACASMAYO to deny disclosure of the SPA is that the company has not directly assumed burdens or obligations under it.

This assertion has been expressly contradicted by HOLCIM itself, which, in its letter attached to the material fact of May 22, 2026, has publicly reported that the SPA contains Section 6.01, which establishes obligations on the sellers to «cause the Transferred Companies -among which CPAC and subsidiaries are included- to perform (or refrain from performing) certain specified actions».

Under corporate law, for the controlling shareholder or the future controller to agree that the issuing company will halt or condition its activities (obligations not to do) constitutes a direct restriction on the management autonomy of CEMPACASMAYO.

These contractual limitations, which restrict the operational, financial, and commercial capacity of the company during the interim period until the closing of the transaction, directly impact the development of the business and, therefore, the asset interests of minority shareholders.

In addition, it should be noted that on page 10 “Valuation Results of Inversiones ASPI S.A.” of the cited valuation report in the possession of CEMPACASMAYO, in relation to the final purchase price (as per SPA) of S/ 1,640 million, it is stated:

«Additionally, there is an escrow account for 185 million PEN deducted from the cash payments at the time of closing of the transaction for the direct sale of 99.99% of the shares of Inversiones ASPI, whose balance will be released on future dates according to conditions established in the SPA. The escrow amount forms part of the Company’s value and we understand will be subject to payment of the corresponding taxes once received by the sellers. The adjustments arising from the SPA are adjustments to the price effectively agreed between independent parties and involving substantially elements of debt, as well as those elements that any market participant would have considered for purposes of the determination of value.»

As we can see, in said report, the existence of “an escrow account for 185 million PEN deducted from the cash payments at the time of closing (…) whose balance will be released on future dates according to conditions established in the SPA” is indicated. In this regard, it is not specified whether those S/ 185 million were or were the property of ASPI or CEMPACASMAYO, and it should be noted that in ASPI’s 2025 financial statements that are set forth on page 23 of the report, a cash and cash equivalents balance is shown and a total current assets of only S/ 10.6 million.

In this manner, by not revealing to the market, to the more than 10 thousand minority shareholders of CEMPACASMAYO and to the more than 10 million SPP affiliates with an interest in CEMPACASMAYO’s relevant information, such as the SPA price, the company’s value, an escrow account for 185 million, and the conditions restricting the issuer’s operations, it flagrantly violates Article 3 of the Material Facts Regulations.

Therefore, said information should have been timely communicated as a material fact by CEMPACASMAYO; without prejudice to the foregoing, said non-compliance must be remedied at the earliest possible time.

CEMPACASMAYO’s position, arguing ignorance of the terms of the SPA for not being a signatory thereof, collides frontally with the mandate of Article 9, Section 9.2, of the Material Facts Regulations.

Said provision establishes the following presumption:

«It is presumed that an Issuer has knowledge of a material fact pertaining to it when such fact originates in its own organization or controlling shareholder. (…) Additionally, it is considered that an Issuer has knowledge of a material fact pertaining to it that originates in the controlling entity of its economic group, when there are reasonable indications that its principal officers have become aware of the fact or if the Issuer could reasonably have known of it.»

In the present case, according to the information reported by CEMPACASMAYO, the negotiations and the execution of the SPA were led by Mr. Hochschild, who in turn served as Chairman of the Board of Directors of CEMPACASMAYO and was the controller of the economic group of which the cement company was a part. Likewise, the cited Mr. Nadal simultaneously serves as General Manager of CEMPACASMAYO (since 2011) and of Inversiones ASPI (since 2008), which grants him access to and full knowledge of all information of both companies.

In addition, both directors are part of the list of insiders of the cited reserved material fact of September 9, 2025, which indicates persons who participated in the due diligence process conducted on CEMPACASMAYO by HOLCIM.

Therefore, the mere invocation of not having been a direct party to the SPA does not constitute, under any circumstance, a defense exempting from compliance with the disclosure obligations established in the securities market regulations.

The identity of controllers and legal representatives between the seller (ASPI and/or Mr. Hochschild) and the issuer (CEMPACASMAYO) makes it legally inadmissible for the issuer to allege ignorance about a contract that dictates its own change of control and determines the reference price for the subsequent Tender Offer.

According to what was reported by CEMPACASMAYO (and by its controlling shareholder), in the material fact of December 16, 2025 and May 22, 2026; the SPA was executed on the same date or a date prior thereto.

In this regard, it should be noted that in HOLCIM’s letter attached to the material fact of May 22, 2026, it asserts: «We inform you, as a sworn declaration, that we have not executed any agreement, side letter, shareholder agreement, or any other agreement additional to the SPA of December 16, 2025». Therefore, according to HOLCIM, the SPA was signed by the selling and purchasing parties on December 16, 2025.

In this letter, HOLCIM is the one reporting that «Only a valuation was performed for tax purposes in Peru for the payment of the income tax of a non-domiciled entity. Such valuation was requested by Farragut Holdings Inc., and was delivered by the latter to Holcim prior to the closing of the transaction.» In this regard, it is powerfully noteworthy that it is HOLCIM reporting that an offshore company controlled by Mr. Hochschild and not by HOLCIM, was the one that commissioned the preparation of the cited Valuation Report of ASPI and/or CEMPACASMAYO of late March 2026 (issued between March 25 and 30, 2026), and that it was delivered to it prior to the closing of the Transaction, reported by CEMPACASMAYO on March 30, 2026.

Without prejudice to the foregoing, it is necessary to note that the disclosure of the SPA price that is determinative of the price paid for the common voting shares of CEMPACASMAYO is a duty and an obligation of CEMPACASMAYO and of its controller HOLCIM (who is moreover the offeror and obligated to make the Tender Offer), in application of the following provisions of the Tender Offer Regulations:

«Article 48.- OBLIGATIONS OF THE VALUATION FIRM

(…)

Likewise, in the cases under Article 6, subsection a), the valuation firm must determine the amount of the consideration in cash and/or in securities in the transactions that generated the obligation to make the offer. The minimum price may in no case be less than said amount.

It is the responsibility of the party obligated to make the offer to provide the valuation firm with the information it requires to perform the valuation process.

(…)

ANNEX II

I. Information about the OFFEROR:

(…)

f) Agreements between the offeror and the holders of the shares or other securities subject to the OPA, or between their respective related parties and those that have a relationship with the target company and that may influence the decisions of potential accepting parties, including an express declaration from the former indicating that no payments, compensation, donations, or considerations of any kind or for any reason have been made or will be made in favor of any of said holders or their related parties, other than the consideration offered in the OPA. Likewise, when a prior indirect acquisition has been effected, an additional express declaration from the offeror must be included indicating that the consideration offered in the OPA is, at a minimum, equivalent to the consideration paid in said prior acquisition.

(…)

g) Information about the economic activity and financial situation of the offeror, identifying its equity, sales, total assets, indebtedness, and results, making express reference to any caveat or relevant indication in the audit reports, accompanied by its audited financial statements for the last annual fiscal year and unaudited for the last quarter, except when the latter coincides with the close of the fiscal year. In the event the offeror was incorporated during the current calendar year, the information shall be relative to the shareholders or founders. Likewise, when the offering company forms part of an Economic Group, the consolidated financial information for the periods indicated above of the companies that comprise said Economic Group on a consolidated basis must be included. (…)

(…)

Likewise, CONASEV may ex officio require the offeror and third parties any other information not provided for in the preceding article when it deems it relevant for investors to adopt the decision whether or not to accept the OPA. The offeror and the target company must disclose to the market in a sufficient and timely manner the additional information that CONASEV requests, without prejudice to CONASEV ordering its disclosure through the Registry and the corresponding stock exchange.»

As can be seen, pursuant to the first provision of the Tender Offer Regulations, in cases of indirect acquisitions such as the present case, the valuation firm must have and/or know the amount of the consideration in the transactions that generated the OPA obligation; that is, it must know the SPA price, and HOLCIM is obligated to provide it. It should be reiterated that the PwC valuation firm had knowledge of the SPA price.

Likewise, the Tender Offer Regulations require that in cases of prior indirect acquisitions, a sworn declaration of the offeror (HOLCIM) must be included indicating that the consideration offered in the OPA is at least equivalent to that paid in said prior acquisition (in the SPA). To supervise this HOLCIM declaration, it is necessary to know the SPA and the price agreed therein, and the SMV has the duty and legal obligation to supervise all relevant information.

In addition, the Tender Offer Regulations require that as part of the OPA prospectus, the most recent financial statements of the offeror (HOLCIM and/or ASPI) be included, and therein, pursuant to IFRS, the acquisition cost of ASPI must be disclosed (which is the SPA value and which is moreover a reference and closely linked to the acquisition value of CEMPACASMAYO).

Regarding this last point, it should be highlighted that by written communication of June 17, 2026, regarding the OPA that it is obligated to formulate, HOLCIM has requested via exception to be granted: (1) that the OPA be formulated by ASPI and not HOLCIM; and that (2) For purposes of the OPA, it present: (i) the 2025 consolidated annual audited financial statements of HOLCIM; and, (ii) the semi-annual unaudited consolidated financial statements (as of June 2026) of HOLCIM and, as applicable, the semi-annual unaudited individual financial statements (as of June 2026) of HOLCIM. As an illustration, it should be noted that the group controller is HOLCIM and that by virtue of its request, ASPI could be the offeror of the OPA, and therefore the SMV could also require the financial statements of ASPI, which is inclusive information that has been provided to PwC.

In case all the aforementioned obligations were not sufficient, the SMV is authorized to require from the offeror (HOLCIM) any other information when it deems it relevant for investors to adopt decisions regarding the OPA.

In this manner, the information asymmetry generated by the withholding of the SPA prejudices the correct price formation and the right to information of investors. The share purchase agreement or SPA, by having regulated the change of control of the issuer, established obligations over its operational management, having been used in the cited valuation report and having set the other economic parameters that will affect the Subsequent Tender Offer, constitutes material information with significant influence that must be known by the market.

Consequently, CEMPACASMAYO is required to comply with its duty of transparency and to disclose, immediately, all of the SPA or, failing that, the clauses and relevant conditions of the SPA that directly or indirectly affect the valuation, operations, restrictions, and control of the company, especially if it is information of the greatest relevance with respect to the Subsequent Tender Offer that the buyer will be required to make and without which it will be difficult to maintain that the minority shareholders of the issuer will be able to adopt a truly informed decision to face said Subsequent Tender Offer.

It is indispensable that at all times it be borne in mind that the conduct of the administered parties is governed by the Principle of Procedural Good Faith, established in Article IV, Section 1.8, of the Preliminary Title of the Consolidated Text of the General Administrative Procedure Law, approved by Supreme Decree No. 006-2026-JUS (hereinafter, Consolidated Text of the LPAG).

In this context, addressing the requirements of the authority in an evasive manner, opposing private instruments against requirements for public information, and providing ambiguous information constitutes a direct contravention of the duties of the administered party, established in Article 56, Sections 1 and 2, of the Consolidated Text of the LPAG; which would qualify as obstructive conduct vis-à-vis the supervisory function.

Likewise, it should be borne in mind that the obligation to disclose information in the securities market is not satisfied through strictly formal responses or sustained by restrictive interpretations of corporate knowledge, but rather through diligent action aimed at ensuring that the market has truthful, sufficient, and timely information for the proper making of investment decisions.

Consequently, it is incumbent upon CEMPACASMAYO to take all necessary measures to gather, verify, and provide the information required by this Superintendency regarding the supervision matter, considering the special relevance that it has for the market, for minority shareholders, and for SPP affiliates.

The formulated requirements have the purpose of supervising compliance with the information disclosure obligations legally required of CEMPACASMAYO, such as the duty to disclose its material facts in its capacity as an issuer with securities registered in the RPMV; it being necessary to observe that the information to be revealed must be truthful, sufficient, complete and timely; an obligation that acquires greater importance and relevance in the context of a change of control that, moreover, has generated the obligation to formulate a Subsequent Tender Offer, it being indispensable to make available to investors and the market all the information necessary that precedes and follows the transaction that generated said obligation, so that they may adopt informed investment decisions.

Likewise, it should be borne in mind that the disclosure of information by issuers should not be the result of requirements, including repetitive ones, from the supervisor; but rather from the scrupulous observance of the information disclosure obligations that fall, in this case, on CEMPACASMAYO.

The fact that the IGSC must resort to repeated information requirements constitutes evidence that the relevant information that has been disclosed by CEMPACASMAYO would not be meeting the fundamental requirements of transparency regarding truthfulness, sufficiency, and timeliness of the information being disclosed; established and required by Article 10 of the Consolidated Text of the Securities Market Law.

Consequently, within the framework of the supervisory actions carried out by the IGSC pursuant to the provisions of Articles 10 and 30 of the Consolidated Text of the Securities Market Law, as well as Articles 3, 4, 8, 9, Sections 9.1 and 9.2, and 27 of the Material Facts Regulations, and taking into consideration all the foregoing, your represented company is required to provide the following:

REITERATIVE REQUIREMENTS

1. The requirement formulated in item 6 of Official Letter No. 7312-2025-SMV/11.1 of December 17, 2025 is reiterated, pursuant to which you shall present the technical and mathematical support, and the exact origin of the figure of S/ 5,100 million disclosed in the material fact of December 16, 2025, providing the internal reports, communications with the controlling shareholder, or minutes of meetings that demonstrate who calculated said figure, what specific variables composed it and why reasons it was publicly disclosed as an indicator of the Transaction value, which implied the sale of 50.01% of the capital stock of CEMPACASMAYO.

2. The requirement formulated in item 7 of Official Letter No. 7312-2025-SMV/11.1 is reiterated, pursuant to which it shall disclose the entire content of the SPA or, failing that, the content of its clauses and relevant conditions that directly or indirectly affect the valuation, operations, restrictions, control, or other significant aspects of CEMPACASMAYO.

3. The requirement formulated in item 9 of Official Letter No. 7312-2025-SMV/11.1 is reiterated, pursuant to which it shall report, specifically and in detail, what were the conditions precedent agreed upon and satisfied for the execution of the SPA, considering the provisions of Article 8, Sections 8.1 and 8.3, of the Material Facts Regulations; it being necessary to specify the nature of each condition, the parties involved, the exact date of its formal fulfillment, and in what manner CEMPACSMAYO became aware of the fulfillment of all conditions precedent for the closing of the Transaction.

4. The requirement formulated in item 2 of Official Letter No. 2152-2026-SMV/11.1 of May 11, 2026 is reiterated, and it must clearly identify the restrictions and/or obligations to which CEMPACASMAYO was subject as a result of the execution of the SPA; as well as detail whether there were annexes to the SPA, consents or waivers related to the restrictions and obligations established or applicable to CEMPACASMAYO.

Additionally, you shall specify whether, during the period from the execution of the SPA (December 16, 2025) to March 30, 2026, there was any authorization granted by any of the parties that signed the SPA, to release any of the restrictions and/or obligations imposed on CEMPACASMAYO.

5. The requirement formulated in item 6.1 of Official Letter No. 2152-2026-SMV/11.1 is reiterated, pursuant to which it shall report the amount corresponding to the economic value assigned directly or indirectly to the shares of CEMPACASMAYO acquired by HOLCIM, which must reflect the entirety of the direct and indirect economic consideration paid, providing the document that supports the calculation thereof (internal valuation reports, internal management reports, or other) and the criteria used for the determination of the price; that is, the information that supports the amount or the allocation of the value of the shares of CEMPACASMAYO.

6. The requirement formulated in item 3 of Official Letter No. 2152-2026-SMV/11.1 is reiterated, pursuant to which it must report on the start date and the end date of the due diligence process.

Likewise, you must request from your controller HOLCIM the submission of the «due diligence summaries» resulting from the due diligence process conducted on CEMPACASMAYO and disclose them; inasmuch as these reports served as support to evaluate the indirect acquisition of control in CEMPACASMAYO and, consequently, contain relevant information that has not been disclosed to the market, notwithstanding the duty of transparency that must prevail in the context of a Subsequent Tender Offer.

Additionally, CEMPACASMAYO and/or HOLCIM shall consider the provisions of Articles 3, 4, 5, 8, Section 8.1, and 16, Section 16.2, and of Annex 1, items 24 and 29, of the Material Facts Regulations.

7. The requirement in item 3 of Official Letter No. 2152-2026-SMV/11.1 is reiterated, pursuant to which CEMPACASMAYO shall, in compliance with the regulations and under all the considerations set forth in the present document and in referenced documents, communicate as a material fact the cited valuation report of ASPI and/or CEMPACASMAYO of March 2026 of ANNEX 1.

In addition, CEMPACASMAYO must report the exact date on which the preparation of the report was commissioned, and on what date it became aware of it.

NEW REQUIREMENTS

8. Explain and clarify the nature of the existing differences between the S/ 5,100 million publicly announced, the S/ 4,422 million (enterprise value), S/ 3,031 million (shareholder value); and, the S/ 1,640 million (final purchase price as per SPA) indicated in the valuation report of March 2026.

It should be specified what variables or factors composed the figure of S/ 5,100 million; whether said figure was subsequently adjusted and, if so, what those adjustments consisted of; and if that is the case, the reasons why said adjustment was not updated or communicated to the market as a material fact, and its effect on the stock market quotation of CEMPACASMAYO shares.

9. Considering that the board of directors of CEMPACASMAYO agreed, on September 9, 2025, the participation of CEMPACASMAYO, of its directors, of its general manager and of 2 other executives in the audit process (due diligence) and in the agreements that the controlling shareholder maintains with HOLCIM; report the reasons why CEMPACASMAYO insists in asserting that it did not participate in the due diligence, nor in the SPA, nor in anything related to the Transaction.

10. In connection with the request in item 3 above, you are required to list and detail the specific acts, corporate decisions, abstentions, internal authorizations, or material actions carried out by CEMPACASMAYO within the framework of the restrictions or obligations established in the SPA.

11. Report the reasons why it failed to communicate on March 30, 2026, as a material fact, that the obligation on the part of HOLCIM to formulate a Tender Offer over the common voting shares of CEMPACASMAYO had arisen. It did so only on May 14, 2026.

12. Report the reasons why it failed to communicate on April 10, 2026, as a material fact, that HOLCIM had initiated an administrative proceeding before the SMV to begin the process of selecting the valuation firm that will determine the minimum price of said shares of CEMPACASMAYO to be taken into account for the formulation of the subsequent Tender Offer.

13. Report the reasons why it failed to communicate on June 17, 2026, as a material fact, that HOLCIM had initiated an administrative proceeding before the SMV requesting that 2 exceptions be granted within the framework of said OPA over said shares of CEMPACASMAYO.

14. Report the reasons why it failed to communicate in a timely manner, as a material fact, the cited valuation report of ASPI and/or CEMPACASMAYO of March 2026.

15. Report the reasons for which it would have disseminated inaccurate information by stating that the cited valuation report of ASPI and/or CEMPACASMAYO of March 2026 is “protected by the tax secrecy contemplated in Article 2, Section 5, of the Constitution”; when it is merely a professional report of financial content that bears no relation to what the Tax Code defines as tax secrecy.

16. Attach all supporting documentation that you deem necessary and pertinent to evidence and support your responses and arguments.

17. In the event that the facts set forth above are not precise, please clarify them in a detailed and documented manner.

18. Any other information and/or additional supporting documentation related to the matters of the present requirement and official letter.

The present requirement must be addressed within a maximum period of five (05) business days, counted from the business day following notification of this official letter, through the route corresponding to the “Material Facts” of the MVNet System, attaching in its communication a copy of the present official letter and its annexes. Additionally, your represented company must include in its communication in response to the information requirements: (a) a copy of the information requirements that must necessarily be addressed to its shareholder Inversiones ASPI (sending it the present official letter), (b) a copy of the requirements that must also be made to HOLCIM to address the present official letter; (c) a copy of the responses received from Inversiones ASPI and HOLCIM.

Finally, your represented company is reminded that, in observance of the cited regulations, it must comply with its obligation to keep the market informed regarding any act, fact, or set of circumstances with significant potential influence, and must take the necessary measures to ensure full compliance with the obligations that emanate from the securities market regulations, as well as to address the requirements made by the Superintendencia del Mercado de Valores; it being necessary to note that non-compliance with said requirements is conduct subject to sanction in accordance with the provisions of the Sanctions Regulations, approved by SMV Resolution No. 035-2018-SMV/01.

Without further ado, I remain at your disposal.

Sincerely,

Alix Godos

General Superintendent

General Superintendency of Conduct Supervision

DCA/MAV

EGLL/RP

Annex 2

“Decenio de la Igualdad de Oportunidades para Mujeres y Hombres”

“Año de la Esperanza y el Fortalecimiento de la Democracia”

San Isidro, July 07, 2026

OFFICIAL LETTER Nº 3171-2026-SMV/11.1

Sir

Humberto Nadal del Carpio

Chief Executive Officer

Cementos Pacasmayo S.A.A.

Calle La Colonia Nº 150, Urbanización El Vivero, Surco

Present. -

Ref.: (a) Extension Request – Letter dated 07/06/2026

(b) OFFICIAL LETTER N° 3113-2026-SMV/11.1 dated 07/03/26

File Nº 2026022680

We are writing to you regarding your written request (a) of the reference, through which Cementos Pacasmayo S.A.A. (hereinafter, CEMPACASMAYO) requests the Superintendency of the Securities Market – SMV to grant an additional extension of five (05) business days to the period indicated in Official Letter (b) of the reference—which was also five (05) business days—to respond to the requirements made in said document

In this regard, following the evaluation carried out on the request submitted by CEMPACASMAYO, and considering: (1) the provisions of Article 147, numerals 147.2 and 147.3, of the Single Ordered Text of Law N° 27444 – Law of General Administrative Procedure, approved by Supreme Decree N° 004-2019-JUS; (2) the fundamental supervisory function of the securities market regulation under the responsibility of the SMV, established in Article 1 of the Single Harmonized Text of the Organic Law of the SMV, approved by Decree-Law N° 26126; (3) the time elapsed since the communication of the material events (hechos de importancia) of 12/16/25, 12/22/25, 03/30/26, 05/14/26, and 05/22/26, cited and referenced in OFFICIAL LETTER N° 3113-2026-SMV/11.1; (4) the content and scope of those material events, (5) the facts stated in OFFICIAL LETTER N° 3113-2026-SMV/11.1 and in the other requirement letters issued to CEMPACASMAYO, contained in Files N° 2025054605 and 2026022680, especially regarding CEMPACASMAYO’s responses stating that it is unaware of the information requested from it or arguing that it is protected information and that the SMV must keep it confidential; and, (7) the nature and scope of the requests made; the General Intendancy of Conduct Supervision – IGSC has decided to grant an additional period of three (03) business days —which will be calculated starting from the business day following the expiration of the five (05) business days period indicated in Official Letter N° 3113-2026-SMV/11.1—, which will unfailingly expire on Wednesday, July 15, 2026.

Finally, taking into account what is indicated in the preceding paragraph, as well as the provisions of Article 30 of the TUO LMV and Articles 6, 8, and 27 of the Regulation of Material Events and Confidential Information, approved by…

“Decenio de la Igualdad de Oportunidades para Mujeres y Hombres”

“Año de la Esperanza y el Fortalecimiento de la Democracia”

Resolution SMV N° 005-2014-SMV/01 and its amendments; your represented entity is required to disclose, as a material event (hecho de importancia), within the corresponding period—that is, on today’s date—the following: (i) Official Letter N° 3113-2025-SMV/11.1 dated July 03, 2026; (ii) your extension request submitted on July 06, 2026; and, (ii) this Official Letter N° 3171-2026-SMV/11.1, through which the IGSC responds to your extension request.

With no further matters to discuss, we remain sincerely yours.

Sincerely,

César Figueroa Benites

General Intendent (e)

General Intendancy of Conduct Supervision

EGLL/ RPG

Av. Paseo de la República 3617 San Isidro Central : 610-6300 www.smv.gob.pe Página 2 de 2

Annex 3

Calle La Colonia N° 150

Urb. El Vivero - Santiago de Surco

Tel: 317-6000

Lima, July 07, 2026

Sirs

FARRAGUT HOLDINGS, INC.

Present.-

Attention: Fredy Chalco

Reference: Request for information required by the Superintendency of the Securities Market through Official Letter No. 3113-2026-SMV/11.1

Dear Sirs,

We are writing to you in connection with the Valuation Report of Inversiones ASPI S.A. (“Aspi”) dated March 27, 2026, prepared by PricewaterhouseCoopers Sociedad Civil de Responsabilidad Limitada (“PWC”) on behalf of Farragut Holdings, Inc., for the purpose of determining the income tax arising from the sale of its shares in Aspi to Holcim Ltd. (the “Report”).

As you are aware, on May 12, 2026, Cementos Pacasmayo S.A.A. (“CPAC”) was notified of Official Letter No. 2152-2026-SMV/11.1, through which the SMV requested CPAC, among other information, to submit a copy of all valuation reports commissioned over the last three (03) years by CPAC, Aspi, and/or Mr. Eduardo Hochschild Beek. In response to said request, on May 22, 2026, CPAC submitted the Report to the SMV on a confidential basis, taking into account that, as indicated by PWC in its letter dated May 21, 2026, among other things: (i) the Report was not prepared for disclosure to the market nor as support for a commercial valuation in the context of a public offering; and (ii) the Report could not be disclosed to third parties other than the SMV, nor cited, reproduced, or referenced in the prospectus of the tender offer for CPAC’s common shares to be launched by Holcim Ltd. (the “OPA”), material events (hechos de importancia) or market communications, nor used as an input, reference, or parameter by actual or potential valuation entities within the framework of the OPA or any other process.

Notwithstanding the foregoing, through Official Letter No. 3113-2026-SMV/11.1, dated July 3, 2026 (the “Official Letter”), the SMV has required CPAC to publish the Report as a material event (hecho de importancia). We attach a copy of the Official Letter as Annex 1 for your reference.

In view of the foregoing, we request your consent to publish the Report as a material event, in order to comply with the SMV’s requirement. To this end, we would appreciate it if you could manage and obtain prior authorization from PWC.

Finally, we inform you that, although the SMV initially granted a period of five (5) business days to respond to the Official Letter, at CPAC’s request, an extension has been granted of three (3) additional business days, so the non-extendable deadline expires on July 15, 2026. Given the imminence of the expiration, we would appreciate it if you would please address this request as soon as possible.

In case you have any questions or comments regarding this communication, we ask that you please contact us to make the corresponding arrangements in a timely manner.

With no further matters to discuss, we remain sincerely yours.

Sincerely,

Gabriela Dañino Sinclair

CEMENTOS PACASMAYO S.A.A.

Annex 4

Lima, July 07, 2026

Sirs

HOLCIM LTD

Present.-

Reference: Request for information required by the Superintendency of the Securities Market through Official Letter No. 3113-2026-SMV/11.1

Dear Sirs,

We are writing to refer to Official Letter No. 3113-2026-SMV/11.1 (the “Official Letter”) notified by the Superintendency of the Securities Market (“SMV”) to Cementos Pacasmayo S.A.A. (“CPAC”) on July 3, 2026, through which CPAC is required to provide certain information and documents related to (i) the transfer of 99.99% of the shares of Inversiones ASPI S.A.—the holding company of 50.01% of CPAC’s capital stock—in favor of Holcim Ltd (the “Transaction”), and (ii) the valuation of CPAC’s shares within the framework of the tender offer for CPAC’s common shares to be launched by Holcim Ltd in accordance with the Regulation of Public Tender Offers and Purchase of Securities for Delisting, approved by CONASEV Resolution No. 00009-2006 (the “OPA”). We attach a copy of the referred Official Letter to this letter as Annex 2.

In this regard, we would highly appreciate it if you could provide us with the information detailed in Annex 1 of this communication, and grant us your authorization to publish said information as a material event (hecho de importancia), for the purpose of complying with the SMV’s requirement.

We point out that several of the requirements included in Annex 1 reiterate or are related to the questions addressed by the SMV to CPAC through Official Letters No. 7312-2025-SMV/11.1 dated December 17, 2025, and No. 2152-2026-SMV/11.1 dated May 11, 2026, which were responded to by CPAC on December 22, 2025, and May 22, 2026, respectively. In that sense, we request that you provide us with as much additional information as possible to supplement the SMV’s requirements.

Additionally, we ask you to take into account that the deadline granted by the SMV to CPAC to respond to the Official Letter will non-extendably expire on July 15, 2026. In view of this, we request that you provide us with the requested information as soon as possible.

We remain at your disposal in case you have any questions or comments regarding the requested information.

Sincerely,

Gabriela Dañino Sinclair

CEMENTOS PACASMAYO S.A.A.

Annex 1

In order to address the requirement made by the SMV in the Official Letter, we hereby request the following from you:

We point out that on December 15, 2025, our controlling shareholder, Inversiones ASPI S.A., notified us of the execution of the share purchase agreement between Holcim Ltd. and the controlling shareholders of Inversiones ASPI S.A. (the “SPA”) and also informed us that the value of the Transaction had been determined on the basis of a CPAC valuation of S/ 5,100 million (which, we understand, is equivalent to the aforementioned sum of US$ 1.5 billion), which represented a multiple of 9 times EBITDA based on the twelve-month period ending in September 2025. Based on this information, CPAC disclosed the material event of December 16, 2025, without having participated in the calculation of the figure, nor having had access to internal reports or supporting documents thereof.

Additionally, please specify whether the figure of US$ 1.5 billion (or S/ 5,100 million) was subsequently adjusted and what those adjustments consisted of, if applicable.

On this point, we point out to you that, in response to Official Letter No. 2152-2026-SMV/11.1, and in accordance with the information provided by Holcim Ltd in its communication dated May 22, 2026, CPAC reported as a material event on that same date: (i) that a price per share of CPAC had not been expressly agreed upon; and (ii) that Holcim Ltd. paid a total price equivalent to S/ 1,640,327,224.69 for 99.992136% of ASPI, representing 264,602,461 common shares of its capital stock, which implied a price per share of ASPI paid equivalent to approximately S/ 6.199239439553.

In this regard, as CPAC indicated in its communication of May 22, 2026, in response to Official Letter No. 2152-2026-SMV/11.1, only obligations binding upon the sellers were agreed under said contract (of which CPAC is not a party), by virtue of which the sellers had to cause the Transferred Companies (as said term is defined in the SPA)—among which is CPAC—to perform (or refrain from performing) certain actions, which were listed in CPAC’s communication of May 22, 2026, based on the detailed information provided by Holcim Ltd in its letter dated May 22, 2026.

In this regard, the SMV considers that these reports served as support to evaluate the indirect acquisition of control in CPAC and, consequently, would contain relevant information that has not been disclosed to the market. In that sense, please confirm whether the SMV’s understanding would be correct in the specific case of the Transaction.

We point out that, regarding this requirement, in response to what was reported to us by Holcim Ltd. in its communication dated May 22, 2026, on that same date, CPAC reported as a material event that (i) the due diligence process was conducted by Holcim Ltd. and had the assistance of (a) the law firm Estudio Muñiz, Olaya, Meléndez, Castro, Ono & Herrera and the law firm Freshfields US LLP; and (b) the firm Deloitte & Touche S.R.L., for legal and tax/financial matters, respectively; and (ii) as a result of the aforementioned due diligence, no valuation reports were issued, but only due diligence summaries.

Annex 5

HOLCIM LTD. Representada por/Represented by: Norberto German Ledea		HOLCIM LTD. Representada por/Represented by: Juan Carlos Vélez Gadea

ANNEX A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

CEMENTOS PACASMAYO SAA

(Name of Issuer)

Common Shares, par value S/1.00 per share

(Title of Class of Securities)

15126Q109

(CUSIP Number)

Jeremy Keim

Holcim Ltd

Grafenauweg 10

Zug, V8, 6300

41 58 858 58 58

Paul K. Humphreys, Esq.

Freshfields US LLP

3 World Trade Center, 175 Greenwich Stre

New York, NY, 10007

(212) 277-4000

Michael A. Levitt, Esq.

Freshfields US LLP

3 World Trade Center, 175 Greenwich Stre

New York, NY, 10007

(212) 277-4000

Jeremy Barr, Esq.

Freshfields US LLP

3 World Trade Center, 175 Greenwich Stre

New York, NY, 10007

(212) 277-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/30/2026

(Date of Event Which Requires Filing of This Statement)

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP Number(s): 15126Q109

SCHEDULE 13D

CUSIP Number(s): 15126Q109

SCHEDULE 13D

Item 1. Security and Issuer

Common Shares, par value S/1.00 per share

CEMENTOS PACASMAYO SAA

Calle La Colonia 150, Urbanizacion El Vivero Surco, Lima, R5 00000

Item 2. Identity and Background

Item 3. Source and Amount of Funds or Other Consideration

The information set forth in Item 4 of this Schedule 13D is incorporated by reference herein.

Item 4. Purpose of Transaction

Share Purchase Agreement

On December 15, 2025, Holcim entered into a Share Purchase Agreement (the “Purchase Agreement”) with (i) the marital community property (sociedad conyugal) formed by Eduardo Hochschild Beeck, a Peruvian citizen and resident, and Mariana Violeta Correa Sabogal de Hochschild, a Peruvian citizen and resident, (ii) Farragut Holdings, Inc., a Cayman limited company ((i) and (ii) collectively, the “Sellers”) and (iii) Eduardo Hochschild Beeck, as representative of the Sellers, pursuant to which Holcim agreed to acquire from the Sellers 99.99% of the issued and outstanding shares of common stock of Inversiones (the “Inversiones Shares”) in exchange for an aggregate cash purchase price of S/1,850,370,000 (the “Inversiones Acquisition”). The Inversiones Acquisition was consummated on March 30, 2026. The purchase price for the Inversiones Acquisition was funded from Holcim’s working capital.

Inversiones owns 50.01% of the issued and outstanding Common Shares, which Common Shares are indirectly owned by Holcim following the Inversiones Acquisition.

Under the terms of the Purchase Agreement and based on Peruvian law, Holcim shall launch and complete a public tender offer for at least an additional 24.99% of the Common Shares within the timeframe permitted under Peruvian law (the “Public Tender Offer”). Within ten (10) Peruvian business days following the closing of the Inversiones Acquisition, Holcim must request that the Securities Market Superintendency (the “SMV”) appoint a valuation entity to determine the minimum price Holcim may offer for the Common Shares in the Public Tender Offer. Under Peruvian law, the Public Tender Offer must be carried out within a period of six (6) months following the closing of the Inversiones Acquisition, or within five (5) Peruvian business days following the submission of the valuation report by the valuation firm to the SMV. Holcim intends to conduct the Public Tender Offer in accordance with U.S. and Peruvian law and in accordance with the terms of the Purchase Agreement. As of the date hereof, Holcim has not launched the Public Tender Offer.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 99.1 to this Schedule 13D and is incorporated herein by reference.

The Purchase Agreement has been filed herewith to provide investors and securityholders with information regarding its terms. It is not intended to provide any other factual information about the Company, Inversiones or Holcim. The Purchase Agreement contains representations, warranties and covenants that the parties to the Purchase Agreement made to one another as of specific dates. The assertions embodied in those representations, warranties and covenants were made solely for purposes of the Purchase Agreement and the allocation of risk between the parties thereto and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating their terms, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Purchase Agreement. Further, the representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to investors or securityholders. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement. Accordingly, investors should not necessarily rely on the representations and warranties contained in the Purchase Agreement as representations regarding the current status of the businesses related to the Purchase Agreement.

General

The Reporting Persons acquired the Common Shares for corporate and strategic investment purposes as a manufacturer of construction and building materials and to expand Holcim’s presence in Peru. Pursuant to the Purchase Agreement, and in accordance with Peruvian law, Holcim is obligated to launch and consummate the Public Tender Offer for Common Shares. On March 30, 2026, Holcim designated Santiago Maria Ojea Quintana and Simon Rolf Kronenberg as directors to the board of directors of the Company (the “Board”). Following consummation of the Public Tender Offer, Holcim intends to delist the Common Shares (traded in the form of American Depositary Shares) from the New York Stock Exchange and deregister the Common Shares under the Exchange Act. Subject to a number of factors, including market conditions and their general investment and trading policies, the Reporting Persons may, in the ordinary course of their business, acquire additional shares or dispose of the Common Shares that they beneficially own. These acquisitions or dispositions may occur in open market transactions, privately negotiated transactions or through other methods.

The Reporting Persons intend to review their investment in the Company on an ongoing basis and, in the course of their review, may take actions (including through their affiliates) with respect to their investment in the Company, including communicating with the board of directors of the Company (the “Board”), members of management or other security-holders of the Company, or other third parties from time to time, taking steps to implement a course of action, including, without limitation, engaging advisors, including legal, financial, regulatory, technical and/or industry advisors, to assist in any review, and evaluating strategic alternatives as they may become available. Such discussions and other actions may relate to various alternative courses of action, including, without limitation, (i) those related to an extraordinary corporate transaction (including, but not limited to a merger, reorganization or liquidation) involving the Company or any of its subsidiaries, (ii) business combinations involving the Company or any of its subsidiaries, (iii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries, (iv) material asset purchases, (v) the formation of joint ventures with the Company or any of its subsidiaries or the entry into other material projects, (vi) material changes in the present business, operations, strategy, future plans or prospects of the Company, (vii) financial or governance matters, (viii) other material changes in the Company’s business or corporate structure, (ix) changes to the Board (including Board composition) or management of the Company, (x) acting as a participant in debt financings of the Company or any of its subsidiaries, (x) changes to the capitalization, ownership structure, dividend policy, business or corporate structure or governance documents of the Company, (xi) the acquisition or disposition of Common Shares, including through derivative transactions which may include security-based swaps and short sales, (xii) changes in the Company’s organizational documents or other actions that may impede the acquisition of control of the Company by any person, (xiii) de-listing or de-registration of the Company’s securities, or (xiv) any action similar to those enumerated above. Such discussions and actions may be preliminary and exploratory in nature, and not rise to the level of a plan or proposal. Subject to the terms and conditions of the documents described herein to which the Reporting Persons are a party, the Reporting Persons or their affiliates may seek to acquire securities of the Company, including Common Shares and/or other equity, debt, notes or other financial instruments related to the Company or the Common Shares (which may include rights or securities exercisable or convertible into securities of the Company), and/or sell or otherwise dispose of some or all of such Company securities or financial instruments from time to time, in each case, in open market or private transactions, registered offerings, block sales or otherwise. Any transaction that any of the Reporting Persons or their affiliates may pursue, subject to the terms and conditions of the documents described herein to which the Reporting Persons are a party, may be made at any time and from time to time without prior notice and will depend on a variety of factors, including, without limitation, the price and availability of the Company’s securities or other financial instruments, the Reporting Persons’ or such affiliates’ trading and investment strategies, subsequent developments affecting the Company, the Company’s business and the Company’s prospects, other investment and business opportunities available to such Reporting Persons and their affiliates, general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by such Reporting Persons and such affiliates.

The Reporting Persons intend to review their investment in the Company from time to time on the basis of various factors, including the Company’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Company’s shares in particular, as well as other developments.

Item 5. Interest in Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

The information set forth in Item 4 of this Schedule 13D is incorporated by reference herein. Except as described herein, neither Reporting Person has any contracts, arrangements, understandings or relationships with respect to the Common Shares.

Item 7. Material to be Filed as Exhibits.

99.1 Share Purchase Agreement, dated December 15, 2025, by and among the marital community property (sociedad conyugal) formed by Eduardo Hochschild Beeck and Mariana Violeta Correa Sabogal de Hochschild, Farragut Holdings, Inc., Eduardo Hochschild Beeck and Holcim Ltd

99.2 Press Release, dated October 18, 2022

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Comments accompanying signature:

SCHEDULE A

Inversiones ASPI S.A.

Holcim Ltd

Exhibit 99.1

SHARE PURCHASE AGREEMENT

by and among

EDUARDO HOCHSCHILD BEECK,

MARIANA VIOLETA CORREA SABOGAL DE HOCHSCHILD,

FARRAGUT HOLDINGS, INC.,

a Cayman limited company,

THE SELLERS REPRESENTATIVE DEFINED HEREIN,

and

HOLCIM LTD,

a Swiss corporation,

Dated as of December 15, 2025

TABLE OF CONTENTS

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (this “Agreement”), dated as of December 15, 2025, is entered into by and among: (i) the marital community property (sociedad conyugal) formed by Eduardo Hochschild Beeck, a Peruvian citizen and resident, and Mariana Violeta Correa Sabogal de Hochschild, a Peruvian citizen and resident (“EHB”); (iii) Farragut Holdings, Inc., a Cayman limited company (“Farragut” and, together with EHB, each a “Seller” and collectively, the “Sellers”); (iv) Eduardo Hochschild Beeck, in his capacity as representative of the Sellers pursuant to Section 10.01 (“Sellers Representative”), and (v) Holcim Ltd, a Swiss corporation (“Buyer”).

Recitals

WHEREAS, the Sellers collectively own 99.99% of the issued and outstanding shares of common stock (the “Shares”) of Inversiones ASPI S.A., a Peruvian corporation (the “Company”), and the remaining 0.01% is held by certain minority shareholders who are not parties to this Agreement;

WHEREAS, the Shares are owned of record by the Sellers as set forth in Schedule 3.06(a) of the Disclosure Schedules;

WHEREAS, the Company owns 50.01% of the issued and outstanding capital stock (such 50.01%, the “CPAC Shares”) of Cementos Pacasmayo S.A.A., a Peruvian corporation publicly traded on the Lima and New York stock exchanges (“CPAC” and, together with the Company, the “Transferred Companies”); and

WHEREAS, Sellers wish to sell to Buyer, and Buyer wishes to purchase from Sellers, the Shares, including indirectly the CPAC Shares, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

The following terms have the meanings specified or referred to in this Article I:

“Action” means any action, cause of action, claim, demand, suit, hearing, litigation, citation, subpoena, summons, dispute, investigation, audit, proceeding, lawsuit, arbitration or other alternative dispute resolution proceeding, whether civil, criminal, administrative, regulatory, judicial or extra-judicial (including any settlement or conciliation procedures) or governmental investigations.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, as general partner or managing member, by Contract or otherwise.

“Agreement” has the meaning set forth in the preamble.

“Anti-Corruption Laws” means all Laws relating to anti-bribery or anticorruption, anti-money laundering, anti-terrorism, including all Laws that prohibit the corrupt payment, offer, promise, or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any Governmental Authority, commercial entity, or any other Person in order to obtain a business advantage or fund any terrorism practices, including, the Legislative Decree 635 – Peruvian Criminal Code, Law 30424 – Law that regulates the administrative liability of legal entities and its regulation, approved by Supreme Decree 002-2019-JUS, Legislative Decree 1385, and regulations relating to the prevention of funding of terrorism practices Laws in Peru and the U.S. Foreign Corrupt Practices Act, the U.S. Bank Secrecy Act, and the USA PATRIOT Act of 2001.

“Associate” means, with respect to any Person: (a) any other Person of which such first Person is an officer (or similar authorized appointments with different names), or partner or is, directly or indirectly, through one or more intermediaries, the record or beneficial owner of ten percent (10%) or more of any class or type of Equity Interests; and (b) any trust or other estate in which such first Person has a substantial beneficial interest or as to which such first Person serves as trustee or in a similar fiduciary capacity.

“Business Day” means any day except Saturday, Sunday, or any other day on which commercial banks located in New York City, New York, Zurich, Switzerland or Lima, Peru are authorized or required by Law to be closed for business.

“Buyer” has the meaning set forth in the preamble.

“Buyer-Controlled Tax Controversy” has the meaning set forth in Section 6.12(h).

“Buyer Released Claims” has the meaning set forth in Section 6.14(b).

“Buyer Released Parties” has the meaning set forth in Section 6.14(b).

“Buyer Releasing Parties” has the meaning set forth in Section 6.14(a).

“Cap” has the meaning set forth in Section 8.04(d).

“Closing” has the meaning set forth in Section 2.04.

“Closing Date” has the meaning set forth in Section 2.04.

“Closing Transaction Expenses” means the aggregate amount of all Transaction Expenses.

“Code” means the Internal Revenue Code of 1986.

“Common Stock” has the meaning set forth in Section 3.04(a).

“Company” has the meaning set forth in the preamble.

“Company Financial Indebtedness” means all monies borrowed by the Company from Banco de Credito del Perú, together with any unpaid interest, prepayment penalties, “breakage” costs, premiums, expense reimbursements or similar costs or expenses, if any, due or payable as a result of the satisfaction or prepayment thereof.

“Company Financial Indebtedness Debt Payoff Letter” has the meaning set forth in Section 7.02(f).

“Company Financial Indebtedness Payoff Amount” means the Company Financial Indebtedness outstanding immediately prior to Closing, together with any unpaid interest, prepayment penalties, “breakage” costs, premiums, expense reimbursements or similar costs or expenses, if any, due or payable as a result of the satisfaction or prepayment thereof.

“Confidentiality Agreement” means the Confidentiality Agreement, dated as of July 31, 2025, between Buyer and the Company.

“Consideration Spreadsheet” has the meaning set forth in Section 2.05(a).

“Contract” means all contracts, leases, subleases, deeds, mortgages, licenses, sublicenses, instruments, notes, undertakings, indentures, joint ventures, sales and purchase orders, binding bids, binding offers and all other legally binding agreements, commitments and arrangements, in each case, whether written or oral.

“CPAC” has the meaning set forth in the recitals.

“CPAC Shares” has the meaning set forth in the recitals.

“Data Room” means the electronic documentation site established by Garrigues on behalf of the Sellers containing the documents set forth in the index included in Section 1.01(a) of the Disclosure Schedules. For the avoidance of doubt, Garrigues acts, for these purposes, solely as a service provider administering the site; all information contained in the Data Room has been uploaded by the Sellers or the Sellers’ agents, and Garrigues neither owns nor controls such information.

“Deductible” has the meaning set forth in Section 8.04(a).

“Direct Claim” has the meaning set forth in Section 8.05(e).

“Disclosure Schedules” means the Disclosure Schedules delivered by the Sellers to Buyer concurrently with the execution and delivery of this Agreement.

“Discovered Leakage” has the meaning set forth in Section 6.10.

“Drop Dead Date” has the meaning set forth in Section 9.01(b)(ii).

“EHB” has the meaning set forth in the Preamble.

“Employee Benefit Plans” has the meaning set forth in Section 4.12(a).

“Encumbrance” means any lien, pledge, garantía mobiliaria, mortgage, deed of trust, security interest, charge, claim, easement, encroachment, encumbrance, hypothecation, option, lease, license, right of way, right of first offer, right of first refusal, restrictive covenant or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“Environmental Laws” means all Laws relating to: (a) pollution (or the cleanup thereof), protection of natural resources, endangered or threatened species, or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata) or human health and safety from actual or potential exposure (or the effects of exposure) to any Hazardous Materials; or (b) the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, production, discharge, spill or emission of, or regarding the use, handling, transportation, processing, treatment, storage, disposal, release or remediation of, any Hazardous Materials.

“Equity Interests” means, with respect to any Person: (a) any partnership interests; (b) any membership interests or units; (c) any shares in the capital of such Person or shares of capital stock; (d) any other interest or participation that confers on a Person phantom equity, equity appreciation rights, the right to receive a share of the profits and losses of, or distribution of assets of, such Person, any other right that is based on the value of an equity security of such Person, or any similar right; (e) any calls, warrants, options or similar rights entitling any Person to purchase or otherwise acquire membership interests or units, shares in the capital of such Person, shares of capital stock, or any other equity securities; or (f) any securities convertible into or exercisable or exchangeable for any of the foregoing.

“Escrow Account” has the meaning set forth in Section 2.03(a)(iii).

“Escrow Agent” means Citibank del Peru S.A.

“Escrow Agreement” means an escrow agreement to be entered into among Buyer, Sellers Representative and the Escrow Agent at or prior to the Closing, in a form to be reasonably agreed among such Parties and the Escrow Agent.

“Escrow Amount” means an amount equal to S/ 185,037,000.

“Escrow Funds” means, at any time, the portion of the Escrow Amount then remaining in the Escrow Account.

“Excess Transaction Expenses” means (i) an amount (which shall not be less than zero) equal to the difference between the Closing Transaction Expenses and US$10,000,000, plus (ii) the amount, if any, of Discovered Leakage.

“Exchange Act” means the Securities Exchange Act of 1934.

“Exchange Rate” means (a) for amounts expressed in U.S. dollars that need to be converted into Peruvian soles pursuant to this Agreement, the average exchange rate “tipo de cambio promedio ponderado compra cotización de oferta y demanda” published by the Peruvian Banking, Insurance and Pension Fund Superintendence (Superintendencia de Banca, Seguros y AFP) on its webpage (http://www.sbs.gob.pe/app/stats/tc-cv.asp) at the close of business on the Business Day that is two (2) Business Days prior to the date of determination; and (b) for amounts expressed in Peruvian soles that need to be converted into U.S. dollars pursuant to this Agreement, the average exchange rate “tipo de cambio promedio ponderado venta cotización de oferta y demanda” published by the Peruvian Banking, Insurance and Pension Fund Superintendence (Superintendencia de Banca, Seguros y AFP) on its webpage (http://www.sbs.gob.pe/app/stats/tc-cv.asp) at the close of business on the Business Day that is two (2) Business Days prior to the date of determination; provided, in each case, that if such publication is not made at the close of business on the Business Day that is two (2) Business Days prior to the date of determination, the “Exchange Rate” shall be the rate published by such entity or publication on the first date thereafter on which such exchange rate is published.

“Excluded Liabilities” means (a) all Liabilities of the Company that are not exclusively resulting from holding the CPAC Shares existing or occurring at or prior to, or arising out of or relating to facts, conditions, circumstances, or events occurring at or prior to, the Closing, including: (i) all Losses arising out of or relating to any Action made by SUNAT in respect of any unpaid Peruvian Tax Payment, an incorrect tax base used for the Peruvian Tax Payment or, in general, any matter related to the payment by Farragut of the Peruvian Tax Payment pursuant to or in connection with the transactions contemplated under this Agreement, (ii) all Liabilities arising out of or relating to the Spin-Off, including any Tax or labor Liability, (iii) all Liabilities arising out of or relating to any outstanding Indebtedness of the Company regardless of whether such Indebtedness relates to the Company’s operations or CPAC (including any Company Financial Indebtedness), and (iv) all Liabilities arising out of or relating to any holders of Equity Interests of the Company (other than the Sellers), except to the extent such Liabilities are the direct result of acts or omissions of Buyer occurring after the Closing Date (other than in connection with the enforcement or protection of any rights and interests of Buyer arising out of or under this Agreement or the Escrow Agreement), (b) any Pre-Closing Taxes, (c) any inaccuracies or omissions in the Consideration Spreadsheet, and (d) any Leakage.

“Existing Bonds” means the (a) 6.68750% Corporate Bonds due 2029 of CPAC, in original principal amount of S/ 260,000,000 and (b) 6.84375% Corporate Bonds due 2034 of CPAC, in original principal amount of S/ 310,000,000.

“Existing Bonds Indenture” means together: (a) the Public Deed of the Master Agreement for the Issuance of Corporate Bonds corresponding to the Second Corporate Bond Program of CPAC (Marco de Emisión de Bonos Corporativos correspondientes al Segundo Programa de Bonos Corporativos), dated as of January 25, 2019, by and between CPAC, in its capacity as issuer, and Scotiabank Peru S.A.A., in its capacity as general representative of the bondholders; (b) the Public Deed of the Indenture corresponding to the First Issuance (Contrato Complementario del Segundo Programa de Bonos Corporativos), dated January 26, 2019; and (c) the Public Deed of the Indenture corresponding to the Second Issuance of Bonds (Contrato Complementario del Segundo Programa de Bonos Corporativos) dated January 26, 2019.

“Existing Loan Agreement” means that certain Public Deed of the Medium Term “Club Deal” Corporate Loan, dated as of November 29, 2021, by and among Banco de Crédito del Perú and Scotiabank Perú S.A.A. in their capacity as lenders, and CPAC, in its capacity as borrower.

“Farragut” has the meaning set forth in the Preamble.

“Final Purchase Price” means an amount equal to (a) the Purchase Price, minus (b) the Company Financial Indebtedness Payoff Amount, minus (c) any Excess Transaction Expenses.

“Financial Statements” means (a) the unaudited consolidated financial statements of CPAC and its Subsidiaries as of September 30, 2025, consisting of the unaudited consolidated balance sheets and the related unaudited consolidated statements of income, retained earnings, stockholders’ equity and cash flows for the periods then ended, (b) the audited consolidated financial statements of CPAC and its Subsidiaries as of December 31, 2024, consisting of the audited consolidated balance sheets and the related audited consolidated statements of income, retained earnings, stockholders’ equity and cash flows for the periods then ended, (c) the unaudited financial statements of the Company as of July 31, 2025 (the “Balance Sheet Date”), consisting of the unaudited balance sheets and the related statements of income, stockholders’ equity and cash flows for the periods then ended and (d) the audited financial statements of the Company as of December 31, 2024, consisting of the audited balance sheets and the related audited statements of income, stockholders’ equity and cash flows for the periods then ended, in each of the foregoing clauses (a), (b), (c) and (d), copies of which have been made available to Buyer in the Data Room.

“Fraud” means, with respect to a party, an actual and intentional misrepresentation of a fact with respect to the making of any representation or warranty in Article III, Article IV or Article V or in any certificate delivered in connection with this Agreement, made by such party with such party’s actual knowledge of its falsity; p rovided that “Fraud” shall not include equitable fraud, constructive fraud, promissory fraud, unfair dealings fraud, fraud by reckless or negligent misrepresentations or any tort based on negligence or recklessness.

“Fundamental Representations” means the warranties and representations given by the Sellers in Section 3.01 (Organization, Authority and Qualification of the Company), Section 3.02 (Organization and Authority of the Sellers), Section 3.03 (Enforceability and Authorization), Section 3.04 (Capitalization of the Company), Section 3.05(a)(i) and (ii) (No Conflicts; Consents), Section 3.06 (Title of Shares; Ownership of CPAC Shares), Section 3.07 (No Operations, Assets or Liabilities), Section 3.14 (Brokers), Section 4.01(a) and (d) (Organization, Authority and Qualification), Section 4.03 (Capitalization) and Section 4.18 (Related Party Transactions).

“Garrigues” means the Peruvian legal counsel of the Sellers and the Company.

“General Corporations Act” means the Law 26887 (Ley General de Sociedades) of the Republic of Peru.

“Governmental Approval” has the meaning set forth in Section 7.01(a).

“Governmental Authority” means any federal, state, regional, departmental, local, provincial, municipal or foreign government, regulatory or administrative authority or political subdivision thereof, or any agency, commission, department or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

“Governmental Official” means any official, employee or representative of, or any other person acting in an official capacity for or on behalf of, any Governmental Authority, including any entity owned or controlled by one or more Governmental Authorities, any political party, party official or political candidate, or any public international organization.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, ruling, subpoena, verdict, exemption, decision, assessment, determination, or award, in each case, made, issued or entered by or with any Governmental Authority, and in each case, whether preliminary or final.

“Hazardous Materials” means: (a) any material, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral, gas or other substance, in each case, whether naturally occurring or manmade, that is hazardous, radioactive, acutely hazardous, toxic, a pollutant, a contaminant or waste, or words of similar import or regulatory effect, under Environmental Laws; and (b) any petroleum or petroleum-derived products, by-products or breakdown products, radon, asbestos in any form, lead or lead-containing materials, radioactive materials, urea formaldehyde foam insulation, per- and polyfluoroalkyl substances and polychlorinated biphenyls.

“Health and Safety Laws” means all Laws relating health and safety in the workplace, including Laws governing compensation for injuries sustained and illnesses suffered in the course and scope of an employee’s employment, including all Permits issued under any provision referred to in this paragraph as well as any conditions of such Permits.

“ICC Rules” has the meaning set forth in Section 10.12(b).

“IFRS” means the International Financial Reporting Standards, as issued by the International Accounting Standards Board (IASB) as in effect on December 31, 2024 in the Republic of Peru.

“Income Tax” means any Tax that is based on, or computed with respect to, net income or earnings (including, for the avoidance of doubt, the Peruvian Income Tax Law enacted by Legislative Decree No. 774), gross income or earnings, capital or, net worth (and any franchise Tax or other Tax in imposed in lieu thereof, but excluding any sales, use, goods and services, real or personal property transfer or other similar Taxes) and any related penalties, additions to Tax or interest.

“Indebtedness” means, without duplication, the following with respect to any Person: all (a) indebtedness for borrowed money, whether secured or unsecured; (b) obligations for the deferred or unpaid purchase price of property, services, goods, assets or securities, including all Tax-related payments, “earn-out” payments, milestone payments, post-closing true-up obligations and other similar payments (whether contingent or otherwise) calculated as the maximum amount payable under or pursuant to such obligation (excluding trade payables incurred in the ordinary course of business that are not more than sixty (60) days past due); (c) long- or short-term obligations evidenced by notes, bonds, debentures or other similar instruments; (d) obligations under any interest rate, currency swap, option contracts, future contracts, forward contracts or other hedging or derivative Contract or arrangement; (e) obligations under leases that have been, or should be, capitalized in accordance with IFRS; (f) reimbursement obligations under any letter of credit, banker’s acceptance, performance bond, surety bond, bank guarantee or similar credit transactions; (g) declared and unpaid dividends and applicable withholding Taxes on a jurisdiction-by-jurisdiction basis associated with the declared but unpaid dividends; (h) obligations created or arising under any conditional sale, other title retention Contract or other vendor financing with respect to property or assets acquired by any such Person; (i) any unfunded or underfunding of any retirement, pension, deferred compensation, post-employment benefit plan or other retiree welfare benefit (and the employer portion of any employment-related Taxes related thereto); (j) all unpaid royalties payable by such Person to any other Person (whether accrued or otherwise); (k) guarantees made by any such Person on behalf of any third party in respect of obligations of the kind referred to in the foregoing clauses (a) through (j); (m) all indebtedness of others secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Encumbrance on property owned or acquired by any such Person, whether or not the obligations secured thereby have been assumed; and (n) any unpaid interest, prepayment penalties, “breakage” costs, premiums, expense reimbursements or similar costs or expenses, if any, that would arise or become due as a result of the satisfaction or prepayment at the applicable time of determination of any of the obligations referred to in the foregoing clauses (a) through (m); provided, however, that “Indebtedness” shall not include any intercompany Indebtedness solely among the Transferred Companies.

“INDECOPI” means National Institute for the Defense of Free Competition and the Protection of Intellectual Property (Instituto Nacional de Defensa de la Competencia y de la Protección de la Propiedad Intelectual) of Peru.

“Indemnified Party” has the meaning set forth in Section 8.05.

“Indemnifying Party” has the meaning set forth in Section 8.05.

“Intellectual Property” means any and all rights in, arising out of, or associated with any of the following in any jurisdiction throughout the world: (a) patents, patent applications and statutory invention registrations, including reissues, divisions, continuations, continuations in part, renewals, extensions and reexaminations thereof, all patents that may issue on such applications, and all rights therein provided by applicable Law; (b) trademarks; (c) copyrightable works and works of authorship (including software), copyrights, registrations and applications for registration thereof, and all rights therein provided by applicable Law; (d) trade secrets (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supply lists, pricing and cost information, and business and marketing plans and proposals); (e) the right to sue for past infringement of any of the foregoing; and (i) any other intellectual property or similar proprietary rights, including but not limited to know-how, inventions, computer programs, internet domain names, social media accounts, any application and registration for any and all of the foregoing.

“Law” means any statute, law, ordinance, regulation, rule, code, Governmental Order, constitution, treaty, common law, other requirement, or rule of law of any Governmental Authority.

“Leakage” means all Losses that the Transferred Entities, suffer, incur or otherwise become subject to (or have suffered, incurred or otherwise become subject to), during the Locked Box Period, arising out of, resulting from or relating to (a) any breach or default of any covenant, agreement or obligation set forth in clauses (d), (e), (q) or (u) (in respect of the aforementioned clauses (d), (e) and (q) only) of Section 6.01, (b) any action taken during the Locked Box Period by any Transferred Entity with respect to clauses (d), (e), (q) and (u) (in respect of the aforementioned clauses (d), (e) and (q) only) of Section 6.01 that, if taken after the date hereof without Buyer’s consent, would constitute a breach or default under clauses (d), (e), (q) or (u) (in respect of the aforementioned clauses (d), (e) and (q) only) of Section 6.01, (c) any Transaction Expenses in excess of US$10,000,000 individually or in the aggregate not deducted from the Purchase Price at Closing, or (d) the payment or incurrence by any Transferred Entity of any Tax as a result of any of the matters referred to in clauses (a), (b), and (c) above; provided that Leakage shall exclude the items set forth on Section 1.01(d) of the Disclosure Schedules in the amounts specifically set forth therein. For the avoidance of doubt, payments solely among members of the Target Company Group shall not constitute Leakage.

“Leased Real Property” means the leasehold or subleasehold interests (either as sublandlord or subtenant) and any other licenses or rights to use or occupy any land, buildings, structures, plants, improvements, fixtures or other interests in real property held by member of the Target Company Group or used in connection with the operation of its business under the Real Property Leases.

“Liabilities” means any debts, liabilities, commitments, losses, deficiencies, claims, damages, demands, costs, fees, expenses and obligations (including guarantees, endorsements and other forms of credit support), whether accrued or fixed, absolute or contingent, matures or unmatured, in-or off-balance sheet, including those arising under any Contract, Law or any Action.

“Locked Box Date” means July 31, 2025.

“Locked Box Period” means the period from (but excluding) the Locked Box Date to (and including) the Closing Date.

“Lookback Date” means December 31, 2023.

“Losses” means any Liabilities (including reasonable attorney’s fees and expenses and fees and expenses of other experts), penalties, interest, Taxes, fines, judgments, awards or settlements that are imposed upon or otherwise incurred or suffered by such Person.

“Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or would reasonably be expected to be, individually or in the aggregate, materially adverse to (a) the business, results of operations, condition (financial or otherwise), assets or Liabilities of the Target Company Group, taken as a whole, or (b) the ability of the Sellers to consummate the transactions contemplated hereby; provided, however, that, with respect to clause (a) of this definition only, “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Target Company Group operates; (iii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action expressly required by this Agreement (other than Section 6.01) or any action taken (or omitted to be taken) with the written consent of or at the written request of Buyer; (vi) any changes after the date of this Agreement in Laws or accounting rules (including IFRS), in each case, of general applicability; (vii) the announcement, pendency or completion of the transactions contemplated by this Agreement, including losses or threatened losses of employees, customers, suppliers, distributors, or others having relationships with the Company (provided, that this clause (vii) shall not apply with respect to any representation or warranty explicitly addressing the consequences of the execution, announcement, pendency or completion of this Agreement or the transactions contemplated by this Agreement or with respect to the conditions to Closing contained in Section 7.03, to the extent it relates to such representations or warranties); (viii) any acts of God or similar force majeure event; (ix) any epidemics, pandemics, disease outbreaks, or other public health emergencies; or (x) any failure, in and of itself, by the Company to meet any internal or published projections, forecasts or revenue or earnings predictions (provided that any underlying causes or facts giving rise or contributing to such failures (subject to the other provisions of this definition) may be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur); p rovided, further, that the matters described in clauses (i), (ii), (iii), (iv), (vi), (viii) or (ix) shall be included and be taken into account to the extent such matters have had or would reasonably be expected to have, individually or in the aggregate, a disproportionate impact on the Target Company Group, taken as a whole, relative to other Persons in the industry in which the Target Company Group operates.

“Material Contracts” has the meaning set forth in Section 4.08(a).

“Merger Control Law” means (a) the Peruvian Law 31112, and (b) the applicable INDECOPI guidelines.

“Material Real Property Leases” means each Real Property Lease (a) (i) having an unexpired term of more than one (1) year and (ii) requiring an annual payment in excess of S/15,000,000, or (b) that is material to the operations of the Target Company Group as a whole.

“Mineral Rights” has the meaning set forth in Section 1.01(a).

“NYSE” means The New York Stock Exchange.

“Owned Real Property” has the meaning set forth in Section 4.14(a)(i).

“Permitted Encumbrances” means any of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced and as to which any member of the Target Company Group is not otherwise subject to civil or criminal Liability due to its existence: (a) Liens for Taxes not yet due and payable for which adequate reserves have been maintained in accordance with IFRS; (b) materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens incurred in the ordinary course of business consistent with past practice securing obligations (i) as to which there is no declared default on the part of any member of the Target Company Group or the validity or amount of which is being contested in good faith by appropriate proceedings conducted in a reasonably diligent manner and for which adequate reserves are maintained on the books of such member of the Target Company Group, (ii) which are not overdue for a period of more than thirty (30) days and (iii) are not in excess of S/1,500,000, individually or in the aggregate; and (c) with respect to the Leased Real Property, (i) statutory, common law and contractual landlord’s liens under any Real Property Lease and (ii) customary utility easements, rights-of-way, recorded building or use restrictions and minor imperfections or irregularities of title to the Leased Real Property that (A) were not incurred in connection with any Indebtedness and (B) do not, individually or in the aggregate, materially interfere with the use or occupancy of the Leased Real Property.

“Permits” means all permits, licenses, franchises, certificates, registrations, clearances, approvals, authorizations, and consents obtained, or required to be obtained, from, or filings with, any Governmental Authorities.

“Person” means an individual, corporation, partnership (general or limited), joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association, or other entity or organization.

“Peruvian Tax Basis Certificate” means the Certificado de Recuperación de Capital Invertido to be issued by SUNAT to certify the Farragut tax basis in the Company.

“Peruvian Tax Payment” has the meaning set forth in Section 2.06(c).

“Pledge Agreement” means the Public Deed of the amendment and restatement share pledge agreement (modificación integral del contrato de garantía mobiliaria) over the CPAC Shares entered into on July 13, 2021, as amended on September 9, 2021, by and among the Company, as grantor, and Banco de Crédito del Perú, as secured party, with the intervention of Credicorp Capital Sociedad Agente de Bolsa S.A., as enforcement representative.

“Post-Closing Tax Period” means any taxable period (or a portion thereof in the case of a Straddle Period) beginning after the Closing Date.

“Pre-Closing Returns” has the meaning set forth in Section 6.12(a).

“Pre-Closing Tax Period” means a taxable year ending on or before the Closing Date and the portion of any Straddle Period ending on and including the Closing Date, determined in accordance with Section 6.12(d).

“Pre-Closing Taxes” means any and all Taxes imposed on or with respect to the Company, or the assets, business, operations or activities of the Company, as applicable, for any Pre-Closing Tax Period, determined in accordance with Section 6.12(d); provided, however, that Pre-Closing Taxes shall exclude Taxes to the extent such Taxes arise as a result of any breach by Buyer of the covenants set forth in Section 6.12(j).

“Privileged Communications” has the meaning set forth in Section 10.15(b).

“Pro Rata Share” means, with respect to any Seller, such Person’s percentage as set out in the Consideration Spreadsheet.

“Purchase Price” has the meaning set forth in Section 2.02.

“Real Property” has the meaning set forth in Section 4.14(a)(i).

“Real Property Leases” means the leases, subleases, ground leases, concessions or other agreements, including all amendments, extensions, supplements, modifications renewals or other agreements with respect thereto, under which any member of the Target Company Group uses or occupies or has the right to use or occupy any real property.

“Related Party” means, with respect to a Person, such Person and any of its former (within the past three (3) years from the date of determination), current and future Affiliates, and each of their respective former (within the past three (3) years from the date of determination), current and future direct or indirect Affiliates, “principals,” general or limited partners, holders of Equity Interests, directors, officers, members, managers, employees, agents, assignees, controlling Persons; provided that in the case of any Seller or any Transferred Entity, the term “Related Party” shall also include any Relative or any Associate of any Seller (other than the Target Company Group).

“Relative” of a Person means such Person’s spouse or domestic partner, such Person’s parents, sisters, brothers, children or other members of such Person’s household and the spouses and domestic partners of the foregoing.

“Representative” means, with respect to any Person, any and all directors, officers (or similar authorized appointments with different names), employees, counsel and other agents of such Person.

“Representative Losses” has the meaning set forth in Section 10.01(c).

“Restricted Period” has the meaning set forth in Section 6.18(a).

“Sanctioned Person” means any Person or vessel (a) designated on the OFAC list of Specially Designated Nationals and Blocked Persons, the EU Consolidated List, the Consolidated List of Financial Sanctions Targets maintained by His Majesty’s Treasury, the UK Sanctions List maintained by the UK Foreign, Commonwealth and Development Office, or on any list of targeted persons issued under Sanctions, (b) that is, or is part of, a government of a Sanctioned Territory, (c) owned or controlled by, or acting on behalf of, any of the foregoing, (d) located within or operating from a Sanctioned Territory, or (e) otherwise targeted under any Sanctions.

“Sanctioned Territory” means any country or other territory targeted by a general export, import, financial or investment embargo under Sanctions, which countries and territories, as of the date of this Agreement, include Cuba, Iran, North Korea, Syria, the Crimea region and the so-called Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine.

“Sanctions” means any economic or financial sanctions or export controls imposed, administered or enforced by: (a) the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), the U.S. State Department, the U.S. Commerce Department, or any other governmental agency of the U.S. government; (b) the United Nations; (c) the European Union or any member state thereof; (d) the United Kingdom; (e) Switzerland; or (f) any other country or territory with applicable sanctions regulations.

“Sarbanes-Oxley Act” has the meaning set forth in Section 4.06(c).

“Schedule 13G-A” means the Schedule 13G, as amended by Amendment number 2, filed by or on behalf of the Company with the SEC on March 1, 2017.

“SEC” means the Securities and Exchange Commission of the United States of America or any other federal agency at the time administering the Securities Act.

“SEC Reports” has the meaning set forth in Section 4.06(c).

“Securities Act” means the Securities Act of 1933.

“Securities Laws” means the securities laws of Peru and the United States, including the Consolidated Text of the Securities Market Law, which was approved by Supreme Decree No. 020-2023-EF, as well as those established in its corresponding regulations approved by SMV Resolution No. 029-2018-SMV-01, the Securities Act, the Exchange Act, the listing rules of, or any listing agreement with, NYSE and any other applicable Law regulating securities or takeover matters.

“Sellers” has the meaning set forth in the preamble.

“Seller Controlled Tax Controversy” has the meaning set forth in Section 6.12(g).

“Seller Group” has the meaning set forth in Section 10.15(a)(i).

“Seller Group Law Firms” has the meaning set forth in Section 10.15(a)(i).

“Seller Released Claims” has the meaning set forth in Section 6.14(a).

“Seller Released Parties” has the meaning set forth in Section 6.14(a).

“Seller Releasing Parties” has the meaning set forth in Section 6.14(b).

“Sellers’ Knowledge” or similar terms used in this Agreement means the actual knowledge of any of Humberto Nadal, Javier Durand Planas, or Manuel Ferreyros.

“Sellers Representative” has the meaning set forth in the preamble.

“Shares” has the meaning set forth in the recitals.

“Sol or S/” means the lawful currency of Peru.

“Spin-Off” has the meaning set forth in Section 3.07(b).

“Spin-Off Date” means February 1, 2025.

“Specified Election” has the meaning set forth in Section 2.06(d)(i)(B).

“Straddle Period” has the meaning set forth in Section 6.12(d).

“Subsequent Tender Offer” means the subsequent public tender offer (Oferta Pública de Adquisición posterior - OPA posterior) that the Buyer is obligated to carry out after Closing in connection with the transactions contemplated hereby, in accordance with the Securities Laws.

“Subsidiaries” means, with respect to any Person, any other Person of which (a) such first Person (either alone or through or together with any other Subsidiary) own or controls directly or indirectly or has the power to vote more than fifty percent (50%) of the outstanding capital stock or other Equity Interests having ordinary voting power for the election of directors or other Persons performing similar functions thereof, (b) such first Person is a general partner, managing member or managing director, or (c) such first Person is otherwise able to direct the management or policies of such entity, whether through ownership of securities, by contract or otherwise.

“SMV” means the Superintendence of Capital Markets (Superintendencia de Mercado de Valores) of the Republic of Peru.

“SUNAT” means the Peruvian tax Governmental Authority (Superintendencia Nacional de Aduanas y de Administración Tributaria).

“Target Company Group” means CPAC and each of its Subsidiaries.

“Target Company Group Public Documents” means the reports, schedules, statements, prospectuses and other documents filed or furnished (as applicable) by the Target Company Group with the SEC or the SMV and publicly available at least five (5) Business Days prior to the date of this Agreement since the Lookback Date.

“Tax Authority” means any Governmental Authority (or any board, bureau, body, department or authority thereof) having jurisdiction with respect to any Tax, including for the avoidance of doubt, SUNAT.

“Tax Controversy” has the meaning set forth in Section 6.12(e).

“Tax Representations” means the representations and warranties contained in Sections 3.10 (Taxes).

“Tax Return” means any return, declaration, report, form, claim for refund, information return or statement or other document required to be filed with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Tax Sharing Agreement” means any agreement the primary purpose of which is the allocation or sharing of Tax liabilities or benefits.

“Taxes” means all national, federal, state, municipal, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, capital gains, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

“Third-Party Claim” has the meaning set forth in Section 8.05(a).

“Top Customer” has the meaning set forth in Section 4.15(a).

“Top Distributor” has the meaning set forth in Section 4.15(b).

“Transaction Expenses” means, to the extent (x) paid during the Locked Box Period, or (y) incurred or payable and not paid prior to the Closing Date, all fees, costs, expenses, payments, expenditures or Liabilities (whether or not yet invoiced and including those that will become payable after Closing with respect to services performed or actions taken at or prior to the Closing Date), by or on behalf of a Seller or a Transferred Entity (including, if applicable, fees and expenses of Sellers which any Transferred Entity has agreed to pay or is otherwise liable for) in connection with any of the transactions contemplated by this Agreement, including: (a) all brokers’, finders’ or investment bankers’ fees in connection with the negotiation, preparation or execution of this Agreement or the consummation of the transactions contemplated hereby or the process resulting in such transactions (including in connection with any extraordinary transaction that was a contemplated alternative to the transactions contemplated by this Agreement); (b) all fees and expenses of legal counsel or other professional advisors in connection with the negotiation, preparation or execution of this Agreement or the consummation of the transactions contemplated hereby; (c) all transaction, change in control, retention and stay bonuses and severance payments (and, in each case, the employer portion of any employment-related Taxes related thereto), in each case, payable by a Transferred Entity (prior to, on or following the Closing Date) to any current or former director, officer, employee or individual independent contractor of any Transferred Entity solely as a result of the consummation of the transactions contemplated hereby; (d) all fees, costs and expenses arising out of or relating to the Lender Consents; (e) all fees, costs and expenses arising out of or relating to any notice required under the Existing Bonds Indenture referred to in Section 6.19(a) and Section 6.19(c) (including any consent fees and the fees and expenses of the solicitation agent and any legal counsel or other professional advisors in connection therewith); (f) all costs and expense incurred in connection with obtaining the “tail” policy pursuant to Section 6.04(b); and (g) all Taxes arising from the payment of any amounts described in clauses (a) through (f) inclusive (including, for the avoidance of doubt, any withholding tax on a deemed dividend arising from a payment by a Transferred Entity for or on behalf of a Seller, but not including sales or similar taxes that the Target Company Group would recover in accordance with applicable Law, or for which it would receive in accordance with applicable Law a credit, in the ordinary course of business), it being agreed and understood that all other fees, costs, payments, fines, Taxes, expenses in connection with the matters set forth on Section 1.01(c) of the Disclosure Schedules shall constitute Transaction Expenses (other than sales or similar taxes that the Target Company Group would recover in accordance with applicable Law, or for which it would receive in accordance with applicable Law a credit, in the ordinary course of business).

“Transaction Tax Deductions” has the meaning set forth in Section 6.12(d).

“Transfer Tax” means all transfer, documentary, stamp, registration, or similar Taxes and fees, including any additions to Tax and interest thereon, but shall not include Income Taxes or any other Tax measured by gain actually or deemed realized on a sale of the Shares (including for the avoidance of doubt, the Peruvian Income Tax Law enacted by Legislative Decree No.774).

“Transferred Companies” has the meaning set forth in the recitals.

“Transferred Entity” means each Transferred Company and each of its Subsidiaries.

“Usufruct Agreement” means the Grant of Usufruct dated December 20, 2023 and its amendment dated January 10, 2025 entered into by and between Farragut and EHB, whereby Farragut granted an usufruct right over the shares it owns in the Company in favor of EHB.

“Valuation Report” means a report evidencing that the Final Purchase Price is not less than the fair market value assessed in accordance with the rules set forth in the Peruvian Income Tax Law enacted by Legislative Decree No.774.

ARTICLE II PURCHASE AND SALE

Section 2.01 Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, each Seller shall sell, assign, transfer and deliver to Buyer (or its designated Affiliate), free and clear of all Encumbrances (other than restrictions on transfer imposed by applicable Securities Laws), and Buyer (or its designated Affiliate) shall purchase and acquire from each such Seller, all of such Seller’s right, title and interest in and to all the Shares held by each such Seller for the consideration specified in Section 2.02.

Section 2.02 Purchase Price. Subject to the terms and conditions of this Agreement, the aggregate purchase price for the Shares shall be S/1,850,370,000 (the “Purchase Price”), which shall be allocated between the Sellers pursuant to their respective Pro Rata Share as set forth in the Consideration Spreadsheet.

Section 2.03 Transactions to be Effected at the Closing.

(a) At the Closing, Buyer shall:

(i) deliver to Sellers:

(A) an amount equal to (1) the Final Purchase Price, minus (2) the Escrow Amount, minus (3) in the case of Farragut, the Peruvian Tax Payment, in each case, by wire transfer of immediately available funds to the accounts designated for each Seller on the Consideration Spreadsheet, with each Seller receiving such Seller’s Pro Rata Share of such amount; and

(B) the agreements, documents, instruments, or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement;

(ii) pay, on behalf of the Company, an amount equal to the Company Financial Indebtedness Payoff Amount, by wire transfer of immediately available funds to the accounts specified in the Company Financial Indebtedness Debt Payoff Letters; provided that Buyer may use loans put in place immediately prior to Closing to effectuate the payoff of the Company Financial Indebtedness Payoff Amount; and

(iii) pay to the Escrow Agent, in accordance with the Escrow Agreement, the Escrow Amount by wire transfer in immediately available funds, which amount shall be deposited into an escrow account (the “Escrow Account”) on Sellers’ behalf, which shall be established pursuant to the Escrow Agreement, as security for Sellers’ indemnification obligations pursuant to this Agreement.

(b) At the Closing, Sellers, Sellers Representative and the Company shall deliver (or cause to be delivered) to Buyer:

(i) the new stock certificate evidencing the Shares in the name of Buyer in form and substance reasonably acceptable to Buyer;

(ii) EHB shall deliver an invoice (factura) for the payment of the Final Purchase Price; and

(iii) the agreements, documents, instruments, or certificates required to be delivered by the Company and Sellers at or prior to the Closing pursuant to Section 7.02 of this Agreement.

Section 2.04 Closing. The consummation of the purchase and sale of the Shares and the other transactions contemplated hereby (the “Closing”) shall take place: (a) at a closing to be held at 10:00 a.m., Lima, Peru, time on the seventh (7th) Business Day after the last of the conditions to Closing set forth in Article VII have been satisfied or waived in writing by the party so entitled to waive (other than those conditions which, by their nature, are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) (i) remotely by exchange of documents and signatures (or their electronic counterparts), or (ii) at the offices of Garrigues, Av. Víctor Andrés Belaúnde, 332 (Oficina 701) San Isidro - Lima (Perú); or (b) at such other time or on such other date or at such other place as the Sellers Representative and Buyer may mutually agree upon in writing (the day on which the Closing takes place being the “Closing Date”).

Section 2.05 Consideration Spreadsheet.

(a) At least five (5) Business Days before the Closing, the Sellers shall prepare and deliver to Buyer a spreadsheet and a flow of funds memorandum (collectively, the “Consideration Spreadsheet”), which shall set forth in accordance with this Agreement (including Section 2.03), as of the Closing Date, the following:

(i) the name of each Seller, and the number of Shares held by such Seller, and such Seller’s Pro Rata Share;

(ii) a flow of funds memorandum that documents all the payments to be made in connection with the Closing (including in respect of the Shares, the Company Financial Indebtedness, the Escrow Amount, the Peruvian Tax Payment and any payments of expenses (including any Transaction Expenses) to be made in connection with the Closing);

(iii) wire instructions and bank account information for each Seller and each other payee specified in the Consideration Spreadsheet; and

(iv) other information reasonably requested by Buyer.

(b) Each Seller hereby agrees (i) to be bound by the Consideration Spreadsheet and the payments allocated to each Seller pursuant thereto, and (ii) that (A) Buyer shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II, and (B) Buyer shall not be responsible for any calculations or determinations regarding such calculations in such Consideration Spreadsheet.

(c) At least five (5) Business Days before the Closing, the Sellers shall deliver or cause to be delivered to Buyer a certificate duly executed on behalf of the Target Company Group by the chief executive officer of the Target Company Group containing a reasonably detailed list of each Transaction Expense paid to such date by any Target Company Group and each item of Discovered Leakage, together with reasonable supporting documentation. At any time prior to the Closing, Sellers shall provide Buyer and its Representatives with reasonable access to all books, records, work papers and other information reasonably requested by Buyer to aid on its review of the Consideration Spreadsheet, any Transaction Expenses and any item of Discovered Leakage and shall make available its Representatives to Buyer to discuss in good faith and answer any questions by Buyer or its Representatives in respect of the Consideration Spreadsheet and any Transaction Expenses; provided that such access shall be during normal business hours and in a manner that does not unreasonably interfere with the normal business operations of CPAC and its Subsidiaries.

Section 2.06 Withholding.

(a) Subject to clauses (b) through (d), which shall take precedence to the extent applicable, Buyer shall be entitled to deduct and withhold from amounts otherwise payable pursuant to this Agreement such amounts as are required to be deducted and withheld under applicable Law relating to Taxes and such amounts deducted or withheld and paid over to the relevant Tax Authority shall be deemed paid to Sellers. Buyer shall provide Sellers with written notice of its intent to withhold at least five (5) days prior to the Closing with a reasonably detailed written explanation substantiating the requirement to deduct or withhold, and the parties shall use commercially reasonable efforts to cooperate to mitigate or eliminate any such withholding to the maximum extent permitted by Law; provided, that in the event the parties are unable to agree that such withholding can be reduced or eliminated, the Buyer shall be entitled to deduct and withhold based on its good faith determination of applicable Law, and will cooperate with Sellers in obtaining any refund that Sellers may seek of the amount so deducted or withheld.

(b) EHB shall pay the capital gains Tax, if any, and any advances thereof arising from the transaction contemplated herein within the timelines set forth in the applicable Law.

(c) Payment of the Final Purchase Price to Farragut shall be subject to capital gain Taxes, which shall be paid directly by the Company, which amount shall be calculated and paid in accordance with this Section 2.06 (the “Peruvian Tax Payment”).

(d) The parties hereto shall act according to the following on the Closing Date:

(i) At least three (3) Business Day before the Closing Date, the parties hereto shall calculate the Peruvian Tax Payment according to the following:

(A) For the calculation of the capital gains Tax payable by Farragut as a result of the transaction contemplated herein, the parties hereto shall apply the following formula to the Final Purchase Price: Amount to be withheld in respect of capital gains Taxes under applicable Law = 1. the higher of: (i) the Final Purchase Price payable to Farragut or (ii) the applicable market value determined in the Valuation Report, minus, 2. the Recognized Cost (Costo Computable), multiplied by 3. thirty percent (30%). Due to confidentiality concerns, Farragut has not been able to commission the preparation of the Valuation Report prior to the execution of this Agreement. Farragut acknowledges that it intends to do so as promptly as possible after the date hereof. If for any reason Farragut is unable to obtain the Valuation Report prior to the Closing Date, the formula shall be applied solely for purposes of calculating the Peruvian Tax Payment, considering as the higher value the Final Purchase Price payable to Farragut. For the avoidance of doubt, such calculation shall in no event be construed as the Buyer’s consent to performing the calculation in such manner, and it is further clarified that any Losses arising from any unpaid or omitted tax or from an incorrect tax base shall be assumed jointly by the Sellers as an Excluded Liability in accordance with Section 8.02(c).

(B) The parties hereto recognize that Farragut has decided not to obtain a Peruvian Tax Basis Certificate. In that regard, the “Recognized Cost (Costo Computable)” shall mean zero (the “Specified Election”).

(ii) Subsequently, on the Closing Date, the Buyer shall pay to Farragut its Pro Rata Share of the Final Purchase Price deducting the Peruvian Tax Payment. For that purpose, within the ten (10) Business Days (only as the definition of such term relates to Lima, Peru) following the Closing, Buyer shall or shall cause the Company to, pay the Peruvian Tax Payment on behalf of Farragut to SUNAT, and provide to Farragut, the original (formulario físico) Form 1673 and the voucher duly stamped by any bank, which is authorized to receive the payment of capital gains Tax on behalf of SUNAT, evidencing payment of the Peruvian Tax Payment.

ARTICLE III

REPRESENTATIONS AND WARRANTIES RELATING TO SELLERS AND THE COMPANY

Except as set forth in the Disclosure Schedules, the Sellers, jointly and severally, represent and warrant to Buyer that the statements contained in this Article III are true and correct as of the date hereof and as of the Closing Date.

Section 3.01 Organization, Authority and Qualification of the Company.

(a) The Company is a corporation (sociedad anónima) duly organized, validly existing and in good standing (or the equivalent concept in its jurisdiction of formation or incorporation) under the Laws of Peru and has all necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated, or leased by it and to carry on its business as it has been and is currently owned or conducted and as currently contemplated to be owned or conducted.

(b) Prior to the date hereof, the Company has made available to Buyer true, complete and correct copies of the organizational documents of the Company as in effect on the date hereof and such organizational documents are in full force and effect, and the Company is not in violation of any provisions of such documents.

Section 3.02 Organization and Authority of the Sellers and Sellers Representative.

(a) Farragut is a legal entity duly formed, validly existing and in good standing (or the equivalent concept in its jurisdiction of formation or incorporation) under the Laws of the Cayman Islands, is not tax resident in Peru or in any jurisdiction outside the Cayman Islands, and has all necessary power and authority to enter into and deliver this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby and all necessary Permits to own the Shares. The execution and delivery of this Agreement by Farragut, the performance by Farragut of its obligations hereunder, and the consummation by Farragut of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Farragut are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.

(b) EHB (i) is a tax resident of the Republic of Peru, and (ii) has all the necessary legal capacity and authority to enter into and deliver this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby.

(c) Sellers Representative has the necessary legal capacity and authority to execute and deliver this Agreement and, upon its execution on the Closing Date, shall have the necessary legal capacity and authority to execute and deliver the Escrow Agreement, to perform its obligations hereunder and, upon its execution on the Closing Date, under the Escrow Agreement and to consummate the transactions contemplated hereby and, upon its execution on the Closing Date, by the Escrow Agreement. At the Closing, upon Sellers Representative due and valid execution and delivery of the Escrow Agreement and, assuming due authorization, execution and delivery by the other parties thereto, the Escrow Agreement will constitute a legal, valid and binding obligation of Sellers Representative, enforceable against Sellers Representative in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 3.03 Enforceability; and Authorization. This Agreement has been duly executed and delivered by such Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 3.04 Capitalization of the Company. Except as set forth on Section 3.04 of the Disclosure Schedules:

(a) The authorized capital stock of the Company consists of 264,623,270 shares of common stock (“Common Stock”) of which 264,623,270 shares are issued and outstanding. There are no shares of capital stock or any other Equity Interest held in the Company’s treasury. Except for the Shares, there are no other shares of Common Stock or other Equity Interests of the Company issued, reserved for issuance or outstanding. The Shares constitute all of the issued and outstanding shares of Common Stock of the Company.

(b)  There are no (i) outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements, call, put or other or commitments of any character relating to any shares of Common Stock of, or any other Equity Interest in, the Company or obligating the Company to issue, sell, purchase, return, redeem or otherwise acquire any shares of Common Stock of, or any other Equity Interest in, the Company, (ii) voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to dividend rights or the voting or transfer of any shares of Common Stock of, or any other Equity Interest in, the Company or (iii) outstanding or authorized restricted shares, stock appreciation, phantom stock, profit participation, contingent value or similar securities or rights or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any Equity Interest of, or other securities or ownership interests in, the Company. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Equity Interests in any Person, or to provide funds to, make any investment (in the form of a loan, capital contribution or otherwise) in, return capital to, or make any payment to, any Person.

(c) All of the Shares (i) have been duly authorized and validly issued in accordance with applicable Law and are fully paid and non-assessable, (ii) were not issued or transferred in violation of and are not subject to any purchase option, call option, transfer restriction, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, the Company’s organizational documents or the requirements set forth in any Contract to which the Company is a party or otherwise bound by; and (iii) were issued free and clear of all Encumbrances.

(d) The Consideration Spreadsheet is in all respects consistent with, and determined in accordance with, the applicable provisions of the organizational documents of the Company.

(e) No bonds, debentures, notes or other Indebtedness of the Company having the right to vote (or convertible into or exercisable or exchangeable for securities having the right to vote) on any matters on which shareholders of the Company may vote are issued or outstanding.

(f) Other than the Schedule 13G-A, the Company is not, and has never been, required to file any forms, schedules, reports, statements or comment letter responses with the SEC. The Schedule 13G-A (i) as of its filing or effective date, as applicable, (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), complied, in each case, in all material respects, with the applicable requirements of the applicable Securities Laws or the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), as the case may be, each as in effect on the date that such Schedule 13G-A was filed or became effective and (ii) except to the extent amended or superseded by a subsequent filing made prior to the date hereof, did not, at the time it was filed or became effective, as applicable, or, if amended, as of the date of such amendment (or with respect to the Schedule 13G-A filed after the date of this Agreement, will not), contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to the Schedule 13G-A. To the Sellers’ Knowledge, as of the date hereof, the Schedule 13G-A is not the subject of ongoing SEC review or outstanding SEC investigations.

Section 3.05 No Conflicts; Consents.

(a) The execution, delivery and performance by such Seller of this Agreement, and the consummation of such Seller of the transactions contemplated hereby, do not and will not: (i) in the case of Farragut, conflict with, violate or result in a violation or breach of any provision of the charter, by-laws or other organizational documents of Farragut; (ii) result in a material violation or breach of any provision of any Law or Governmental Order applicable to such Seller; (iii) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, violate, or result in a breach of, constitute (with or without notice or lapse of time or both) a default under, or result in the acceleration, termination, cancellation or modification of, create (with or without notice or lapse of time or both) in any third Person thereto the right to accelerate, terminate, modify or cancel any right or obligation or require any consent or notice under any Contract to which such Seller is a party, except for such conflicts, violations, breaches, defaults, accelerations, terminations, cancellations, modifications or consents as would not, individually or in the aggregate, reasonably be expected to be material to the Company; or (iv) result in the creation or imposition of any Encumbrance (other than Permitted Encumbrances) upon any property or asset of such Seller or the Company except for such Encumbrances as would not, individually or in the aggregate, reasonably be expected to be material to the Company.

(b) No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is or will be required by or with respect to such Seller in connection with the execution, delivery or performance by such Seller of this Agreement and the consummation of such Seller of the transactions contemplated hereby, except for such filings as may be required to be made by the Buyer under the Merger Control Law, and except where the failure to make or obtain such consents, approvals, Permits, Governmental Orders, declarations, filings or notices would not, individually or in the aggregate, reasonably be expected to prevent, hinder or materially delay such Seller from performing its obligations under this Agreement or prevent, hinder or materially delay the consummation of the transactions contemplated by this Agreement.

Section 3.06 Title of Shares; Ownership of CPAC Shares.

(a) Such Seller has good, valid and marketable title to, and is the sole record and beneficial owner of, all the Shares set forth opposite such Seller’s name on Section 3.06(a) of the Disclosure Schedules, free and clear of all Encumbrances, other than restrictions on transfer imposed by applicable Securities Laws and those Encumbrances set forth in Section 3.06(a) of the Disclosure Schedules, and will transfer and deliver to Buyer at the Closing good, valid and marketable title to such Shares, free and clear of all Encumbrances (other than restrictions on transfer imposed by applicable Securities Laws). EHB holds his Shares as a marital community property. The Shares constitute and will constitute at the Closing all of the Equity Interests in the Company over which any voting or dispositive power is held directly or indirectly by such Seller. Such Seller has the sole right to vote or direct the voting, as applicable, of all Shares owned by such Seller, in its sole discretion, on any matter submitted to a vote of the shareholders of the Company. Other than this Agreement, no Seller is a party to (i) any option, warrant, purchase right or other Contract that requires such Seller to sell, acquire, transfer or otherwise dispose of any Shares, or that gives any other Person any rights with respect to the Shares owned by such Seller or (ii) any voting trusts, shareholder agreements, proxies, voting agreements or other Contracts, including any Contract restricting or otherwise relating to the voting, dividend rights or disposition of the Shares.

(b) The Company has, and will have immediately following the consummation of the Closing, good, valid and marketable title to, and is the sole record and beneficial owner of, all the CPAC Shares. Except for a pledge over the CPAC Shares securing the Company Financial Indebtedness that will be released in full at or prior to Closing, the CPAC Shares are free and clear of all Encumbrances (other than restrictions on transfer imposed by applicable Securities Laws). The CPAC Shares constitute and will constitute at the Closing all of the Equity Interests in CPAC over which any voting or dispositive power is held directly or indirectly by any Seller or the Company. The Company has the sole right to vote or direct the voting, as applicable, of all CPAC Shares owned by the Company, in its sole discretion, on any matter submitted to a vote of the shareholders of CPAC. Neither the Company nor any Seller is a party to (i) any option, warrant, purchase right or other Contract that requires the Company or such Seller to sell, acquire, transfer or otherwise dispose of any CPAC Shares, or that gives any other Person any rights with respect to the CPAC Shares owned by the Company or (ii) any voting trusts, shareholder agreements, proxies, voting agreements or other similar Contracts, including any Contract restricting or otherwise relating to the voting, dividend rights or disposition of the CPAC Shares.

Section 3.07 No Operations, Assets or Liabilities.

(a) Since the Spin-Off Date and except as set forth in Section 3.07 of the Disclosure Schedules, the Company has not had and does not have (i) any operations or employees, other than holding the CPAC Shares, (ii) any assets, properties, Contracts with any Person (including any Seller or any Affiliate thereof or any of their respective Representatives or (to the Sellers’ Knowledge with respect to any such individuals) any of the Relatives or Associates of the foregoing or any director or officer (or similar authorized appointments with different names) of a member of the Target Company Group)), rights or Equity Interests (or any ownership or voting interest in any Person) of any kind, whether tangible or intangible, beneficially or of record, directly or indirectly, real or personal, other than the CPAC Shares, (iii) any Liabilities of any nature whatsoever, whether accrued, contingent or otherwise, other than those incident to its formation, or (iv) any outstanding Indebtedness (other than the Company Financial Indebtedness).

(b) The Sellers have effected a spin-off of the Company (the “Spin-Off”), with an effective date of February 1, 2025, pursuant to which a business unit consisting of a block of assets and liabilities was transferred to HCIG S.A. Such Spin-Off was effected without the Company providing any representations, warranties or indemnifications.

Section 3.08 Legal Proceedings; Governmental Orders.

(a) Except as set forth in Section 3.08(a) of the Disclosure Schedules, there are no, and since the Lookback Date there have not been any, Actions or Governmental Orders by or against the Company or such Seller pending or, to the Sellers’ Knowledge, threatened against or affecting the Company’s or such Seller’s properties or assets, in each case, that (i) relates or related to such Seller’s Shares or the Company’s CPAC Shares or the Company, (ii) would reasonably be expected to affect the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated by this Agreement, or (iii) challenge or seek to prevent, enjoin, or otherwise would reasonably be expected to prevent, hinder or materially delay the transactions contemplated by this Agreement.

(b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets (including the CPAC Shares) and no governmental, administrative, regulatory or other investigation or inquiry concerning the Company or any of its properties or assets (including the CPAC Shares) is in progress or pending and, to Sellers’ Knowledge, there are no events, facts or circumstances likely to result in any such investigation or inquiry.

Section 3.09 Compliance With Laws. The Company is, and since the Lookback Date has been, in compliance in all material respects with all Laws and Permits applicable to it or its business, properties or assets (including the CPAC Shares), and since the Lookback Date, the Company has not received any written or, to the Sellers’ Knowledge, other notice of any claims or charges that are pending against the Company with respect to any material violation of any Law. No investigation by any Governmental Authority regarding a material violation of any applicable Law is pending or, to the Sellers’ Knowledge, threatened against the Company or any of its properties or assets (including the CPAC Shares).

Section 3.10 Taxes.

Except as set forth in Section 3.10 of the Disclosure Schedules:

(a) The Company has filed (taking into account any valid extensions) all Income Tax and other material Tax Returns required to be filed by the Company. Such Tax Returns are true, complete, and correct in all material respects. The Company is not currently the beneficiary of any valid extension of time within which to file any material Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business. All Income Tax and other material Taxes due and owing by the Company have been duly and timely paid in full or accrued and reserved for on the books of the Company to the extent required by IFRS.

(b) No extensions or waivers of statutes of limitations have been given or requested with respect to any Income Tax or other material Taxes of the Company.

(c) There are no ongoing Actions by any Tax Authority against the Company, nor any such Action commenced nor, to the Sellers’ Knowledge, threatened in writing by any Tax Authority. The Company has not received any written notice of commencement of any Action by any Tax Authority that has not been resolved and closed. Each assessment or deficiency resulting from any completed audit or examination relating to Taxes by any Tax Authority has been timely paid or is being contested in good faith and has been reserved for on the books of the Company to the extent required by IFRS.

(d) The Company will not be required to include any material item of income or gain in, or exclude any material item of deduction, expense or loss from, taxable income for any taxable period (or portion thereof) beginning after the Closing Date as a result of: (i) any change in or improper use of a method of accounting for any taxable period (or portion thereof) ending on or prior to the Closing Date; (ii) any binding agreement with any Tax Authority entered into on or prior to the Closing Date; (iii) any installment sale or open transaction disposition made on or prior to the Closing Date; or (iv) any prepaid amount received or deferred revenue accrued on or prior to the Closing Date.

(e) The Company has not received or applied for, and is not currently seeking to receive or apply for, any Tax ruling or other binding agreement with any Tax Authority that would be binding upon the Company after the date hereof.

(f) All records, invoices and other information in relation to Taxes that meet all legal requirements and enable the Tax liabilities of the Company to be calculated accurately in all material respects which the Company is required to keep in their possession or under their control and all documentation which the Company is required by Law to maintain for Tax purposes or which would be needed to substantiate, evidence or support any material claim made or material position taken in relation to Tax have been duly kept.

(g) The Company is not, and has not been, a party to or otherwise bound by any Tax Sharing Agreement, Tax indemnity obligation, or similar contract relating to Taxes (including any advance pricing agreement, closing agreement, or other agreement with any Tax Authority).

(h) The Company has timely withheld and paid to the appropriate Tax Authorities all material Taxes required to be withheld and paid under applicable Law, and the Company has complied in all material respects with all applicable information reporting and backup withholding requirements in respect thereof.

(i) The Company has, at all times since its incorporation, been tax resident solely in its jurisdiction of incorporation and has not been, nor is it currently, treated for any Tax purpose as resident or dual resident in any other jurisdiction. The Company does not have a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise maintain an office or other fixed place of business in a jurisdiction other than its jurisdiction of incorporation. To Sellers’ Knowledge, no written claim has been made by any Tax Authority since the Lookback Date or, to Sellers’ Knowledge prior to the Lookback Date, in each case, in a jurisdiction where the Company does not file Tax Returns asserting that the Company is or may be subject to taxation in that jurisdiction.

(j) The Company has no liability for Taxes of any other Person by operation of any applicable Tax Law, or as a transferee or successor under applicable Law.

(k) The Company has not been registered for VAT purposes (or for the purpose of any equivalent sales or similar Tax) in any country other than its jurisdiction of incorporation.

(l) All material transactions entered into by the Company have been made in accordance with arm’s length principles and are in compliance in all material respects with all applicable provisions of applicable Tax Law regarding transfer pricing. The Company has properly and in a timely manner documented its transfer pricing methodologies in material compliance with all applicable Tax Law. No notice, enquiry or material adjustment has been made by a Tax Authority in connection with any such transaction or arrangements.

(m) The Company has not been involved in any transaction or series of transactions which could be re-characterized or treated as unenforceable for Tax purposes, or any transaction that produced a loss for Tax purposes with no corresponding commercial or economic loss.

Section 3.11 Solvency. None of the Sellers or the Company is insolvent or has (a) proposed, requested or entered into an arrangement with any of its creditors generally; or (b) been subject to or is currently subject to a bankruptcy petition or other moratorium Action filed by or against such Seller or the Company (or any other similar Action filed by or against such Seller or the Company or related to the Company’s or such Seller’s assets or properties). The Company is not in an irregular situation under the provisions of the General Corporations Act, has not adopted any corporate resolutions to dissolve or liquidate itself, and it is not subject to any cause for dissolution or liquidation under the General Corporations Act.

Section 3.12 Books and Records. The books and records (including the books of account and other financial records) of the Company (a) have been kept and maintained in all material respects in accordance with applicable Laws, and (b) are in all material respects complete, correct and up-to-date, and do not contain or reflect any material inaccuracies or discrepancies.

Section 3.13 Banks; Powers of Attorney. Section 3.13 of the Disclosure Schedules sets forth a correct and complete list of the names and locations (specifying only the country of incorporation of such bank or financial institution) of all banks or other financial institution in which the Company holds or maintains any material accounts or safe deposit boxes and the type and account numbers of such material accounts or boxes and the names of all Persons authorized to draw thereon or to have access thereto. No Person holds a power of attorney to act in the name or on behalf of the Company.

Section 3.14 Brokers. No broker, finder, financial advisor, or investment banker or other Person is entitled to any brokerage, finder’s or other fee, commission or payment in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Seller or any Transferred Entity for which any Transferred Entity could become liable.

Section 3.15 Anti-Corruption Laws. Neither such Seller nor the Company nor, with respect to any matter relating to the Company or its business, properties or assets (including the CPAC Shares), any of their Affiliates, nor any Representatives or Persons acting on behalf of the foregoing, has: (a) used any corporate or other funds for unlawful contributions, payments, loans, donations, gifts, or made any unlawful expenditures relating to political activity of any foreign or domestic Governmental Officials; (b) offered, received, accepted, or provided any unlawful payment or made, given, offered, promised, or authorized or agreed to make, give or receive, any money, advantage or thing of value directly or indirectly, to or from any foreign or domestic Governmental Official or other Person in violation of applicable Anti-Corruption Laws; (b) established or maintained any unlawful or unrecorded funds in violation of any applicable Anti-Corruption Laws; (d) been or currently is subject to any administrative, civil, or criminal investigation, indictment, or proceeding by a Governmental Authority for Anti-Corruption Laws violations; (e) received written notice from, or made a voluntary disclosure to, any Governmental Authority regarding violations of any Anti-Corruption Laws, or (f) otherwise taken any other action in, or been in, violation of any applicable Anti-Corruption Laws.

Section 3.16 No Other Representations and Warranties. Except for the representations and warranties contained in this Article III and Article IV (including the related portions of the Disclosure Schedules), neither the Sellers nor any other Person acting on their respective behalf has made or makes any other express or implied representation or warranty, either written or oral, in Law or in equity, on behalf of either Seller or the Company, including any representation or warranty as to the accuracy or completeness of any information regarding the Company or contained in the Data Room, furnished or made available to Buyer and its Representatives (including any information, documents or material delivered to Buyer, management presentations or in any other form in expectation of the transactions contemplated hereby) or as to the future revenue, profitability or success of any such entity, or any representation or warranty arising from statute or otherwise in Law.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES RELATING TO THE TARGET COMPANY GROUP

Except (a) as disclosed in the Target Company Group Public Documents (but, in each case, excluding any disclosures or any other statements contained in the “Risk Factors” sections, the “Forward-Looking Statements” sections, or in any such case, similarly titled captions, or that are cautionary, predictive or forward-looking in nature), or (b) as set forth in the Disclosure Schedules, the Sellers, jointly and severally, represent and warrant to Buyer that the statements contained in this Article IV are true and correct as of the date hereof and as of the Closing Date.

Section 4.01 Organization, Authority and Qualification.

(a) Each member of the Target Company Group (i) is a legal entity duly formed or organized, validly existing and in good standing (or the equivalent concept in its jurisdiction of formation or incorporation) under the Laws of the jurisdiction of its formation or organization and (ii) has all necessary corporate power and authority to own, lease and operate its properties, rights and other assets and to carry on its business as currently owned, leased, operated or conducted.

(b)  Each member of the Target Company Group is duly licensed or qualified and has all necessary Permits to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not, individually or in the aggregate, reasonably be expected to be material to the Target Company Group, taken as a whole.

(c) Prior to the date hereof, each Target Company Group has made available to Buyer true, complete and correct copies of the organizational documents of each member of the Target Company Group as in effect on the date hereof and such organizational documents are in full force and effect, and no member of the Target Company Group is in violation of any provisions of such documents in any material respect.

(d) No member of the Target Company Group is a party to any equityholder rights plan, “poison pill” agreement or similar anti-takeover agreement. No (i) “business combination”, “control share acquisition”, “fair price”, “moratorium” or other similar anti-takeover statute or regulation enacted under any national, federal, state, local or foreign Laws applies or purports to apply to any member of the Target Company Group, this Agreement or any of the transactions contemplated hereby or (ii) anti-takeover provision in the organizational documents of any member of the Target Company Group applies or will apply with respect to this Agreement or any of the transactions contemplated hereby.

Section 4.02 No Conflicts; Consents.

(a) The execution, delivery and performance by the Sellers of this Agreement, and the consummation of such Seller of the transactions contemplated hereby, do not and will not: (i) conflict with, violate or result in a violation or breach of any provision of the organizational documents of any member of the Target Company Group; (ii) result in a violation or breach of any provision of any Law or Governmental Order applicable to any member of the Target Company Group; (iii) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that (with or without notice or lapse of time or both) would constitute a default under or result in the acceleration, termination, cancellation or modification of or create in any party the right to accelerate, terminate, cancel or otherwise modify any Material Contract to which any member of the Target Company Group is a party or by which any member of the Target Company Group is bound or to which any of its respective properties and assets are subject; or (iv) result in the creation or imposition of any Encumbrance on the properties or assets of any member of the Target Company Group, except, with respect to clause (iii) above, for any such consents, breaches, defaults or other similar occurrences described in clause (iii) above that, individually or in the aggregate, would not reasonably be expected to be material to the Target Company Group, taken as a whole.

(b) Except as set forth in Section 4.02(b) of the Disclosure Schedules, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is or will be required by or with respect to any member of the Target Company Group in connection with the execution, delivery or performance by the Sellers of this Agreement and the consummation of the Sellers of the transactions contemplated hereby, except for the Governmental Approval or where the failure to make or obtain such consents, approvals, Permits, Governmental Orders, declarations, filings or notices would not, individually or in the aggregate, reasonably be expected to prevent, hinder or materially delay any Seller from performing its obligations under this Agreement or prevent, hinder or materially delay the consummation of the transactions contemplated by this Agreement.

Section 4.03 Capitalization.

(a) The authorized capital stock of CPAC consists of 423,868,449 shares of common stock of which 423,868,449 shares are issued and outstanding. CPAC has issued 40,278,894 investments shares (acciones de inversión). CPAC holds 36,040,497 investment shares (acciones de inversión) in its treasury only. The CPAC Shares constitute 211,985,547 shares of CPAC common stock. Except for a pledge over the CPAC Shares securing the Company Financial Indebtedness that will be released in full at Closing, the Company is the record and beneficial owner of the CPAC Shares, which are held free and clear of all Encumbrances (other than restrictions on transfer imposed by applicable Securities Laws). The issued and outstanding Equity Interests of CPAC: (i) have been duly authorized and validly issued in accordance with applicable Law and the CPAC organizational documents, (ii) are fully paid and non-assessable, (iii) are not subject to any purchase option, call option, transfer restriction, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, the CPAC organizational documents or the requirements set forth in any Contract to which CPAC is a party or otherwise bound by. Section 4.03(a) of the Disclosure Schedules sets forth a complete and correct list, as of December 5, 2025, of the name of each equityholder of CPAC, along with the number of Equity Interests held by such Person. There are no: (i) outstanding or authorized options, warrants, convertible securities relating to any Equity Interest of CPAC; (ii) to the Sellers’ Knowledge, other rights, agreements, arrangements, call, put or other or commitments of any character relating to any Equity Interest of CPAC; (iii) rights, agreements, arrangements, call, put or other or commitments of any character obligating CPAC to issue, sell, purchase, return, redeem or otherwise acquire any Equity Interest in CPAC, or (iv) outstanding or authorized restricted shares, stock appreciation, phantom stock, profit participation, contingent value or similar securities or rights or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any Equity Interest of, or other securities or ownership interests in CPAC.

(b) Section 4.03(b) of the Disclosure Schedules sets forth with respect to each member of the Target Company Group (other than CPAC) a complete and correct list of (i) the authorized Equity Interests (and type) (including shares of preferred stock and common stock), (ii) the number of Equity Interests (and type) (including shares of preferred stock and common stock) that are issued and outstanding, (iii) the name of each equityholder thereof, along with the number of Equity Interests held by each such Person and (iv) the jurisdiction of organization, formation or incorporation of such member of the Target Company Group. Except as set forth in Section 4.03(b) of the Disclosure Schedules, there are no other Equity Interests of any member of the Target Company Group (other than CPAC) issued, reserved for issuance or outstanding.

(c) All the outstanding Equity Interests of each member of the Target Company Group (other than CPAC): (i) have been duly authorized and validly issued in accordance with applicable Law and are fully paid and non-assessable, (ii) were not issued or transferred in violation of and are not subject to any purchase option, call option, transfer restriction, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, such member of the Target Company Group’s organizational documents or the requirements set forth in any Contract to which any such member of the Target Company Group is a party or otherwise bound by; (iii) were issued free and clear of all Encumbrances. There are no (A) outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements, call, put or other or commitments of any character relating to any Equity Interest of any member of the Target Company Group or, obligating any member of the Target Company Group to issue, sell, purchase, return, redeem or otherwise acquire any Equity Interest in any member of the Target Company Group (other than CPAC), (B) voting trusts, shareholder agreements, proxies, voting agreements or other similar Contracts, including any Contract restricting or otherwise relating to the voting, dividend rights or disposition of any Equity Interest in any member of the Target Company Group (other than CPAC), or (C) any outstanding or authorized restricted shares, stock appreciation, phantom stock, profit participation, contingent value or similar securities or rights or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any Equity Interest of, or other securities or ownership interests in, any member of the Target Company Group (other than CPAC). Except for the Subsidiaries listed in Section 4.03(b) of the Disclosure Schedules, CPAC does not own, directly or indirectly, any Equity Interests or voting interest in any other Person or any right (contingent or otherwise) to acquire the same. There are no outstanding contractual obligations of any member of the Target Company Group to repurchase, redeem or otherwise acquire any Equity Interests in any Person, or to provide funds to, make any investment (in the form of a loan, capital contribution or otherwise) in, return capital to, or make any payment to, any Person.

(d) No bonds, debentures, notes or other Indebtedness of any member of the Target Company Group having the right to vote (or convertible into or exercisable or exchangeable for securities having the right to vote) on any matters on which shareholders or other equityholders of any member of the Target Company Group may vote are issued or outstanding.

Section 4.04 Financial Statements.

(a) Attached to Section 4.04(a) of the Disclosure Schedule are true, complete and correct copies of the Financial Statements. The Financial Statements (i) have been prepared in accordance with IFRS and applicable Law, applied on a basis consistent with the past practices of the Company and the Target Company Group (as applicable) during the periods referred to therein, subject, in the case of the interim Financial Statements, to normal and recurring year-end adjustments (in each case the effect of which would not, individually or in the aggregate, reasonably be expected to be material), (ii) were prepared on the basis of the books and records of the Company and the Target Company Group (as applicable), (iii) with respect to the Company, fairly present, in all material respects, the Company’s financial position, operating results and cash flows as of the dates and for the periods referred to therein, and (iv) with respect to the Target Company Group, fairly present, in all material respects, the Target Company Group’s consolidated financial position, operating results and cash flows as of the dates and for the periods referred to therein. The books and records (including the books of account and other financial records) of each member of the Target Company Group (A) have been kept and maintained in all material respects in accordance with past practices of such member and applicable Laws, and (ii) are in all material respects complete, correct and up-to-date, and do not contain or reflect any material inaccuracies or discrepancies. There are no unconsolidated Subsidiaries or any “off-balance sheet” arrangements of the type required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated by the SEC.

(b) All accounts receivable of the Target Company Group reflected on the Financial Statements represent valid obligations arising from bona fide arm’s length transactions made in the ordinary course of business consistent with past practice. Since the Balance Sheet Date, there have not been any write-offs as uncollectible of any accounts receivable, except for write-offs in the ordinary course of business consistent with past practice that are not, individually or in the aggregate, material to the Target Company Group, taken as a whole.

(c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Target Company Group, taken as a whole, (i) all inventory of the Target Company Group is in good and merchantable condition, is suitable and usable for the purposes for which it is intended and is in a condition such that it can be sold or utilized in the ordinary course of business consistent with past practice, (ii) the values at which such inventory is carried reflect the historical inventory valuation policy of the Target Company Group, which is in accordance with IFRS, (iii) the book value of such inventory is consistent with its market value at the time of its acquisition, and (iv) since the Lookback Date, the Target Company Group has replenished its inventory in the ordinary course of business consistent with past practice and the quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not grossly excessive but are reasonable in the present circumstances of the Target Company Group.

(d) The Target Company Group has implemented and maintains a system of internal controls and procedures over financial reporting to provide reasonable assurance (i) regarding the reliability of the Target Company Group’s financial reporting and the preparation of the Target Company Group financial statements for external purposes in accordance with IFRS, (ii) that the unauthorized acquisition, use or disposition of the Target Company Group’s assets that would materially affect the Target Company Group’s financial statements are prevented or timely detected, (iii) that transactions are executed in accordance with management’s authorization, (iv) that transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability of assets, (v) that access to property and assets is permitted only in accordance with management’s authorization, and (vi) that the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There is no and since the Lookback Date there has not been any (A) material deficiencies or material weaknesses in the system of internal accounting controls utilized by any member of the Target Company Group or (B) fraud or other questionable accounting practices with respect to any member of the Target Company Group that involves the management, officers, or any other current or former employee, director, or manager of such member of the Target Company Group who has (or had) an active role in the preparation of financial statements or the internal accounting controls used by such member of the Target Company Group and there has not been any written allegation regarding the foregoing.

Section 4.05 No Undisclosed Liabilities, No Material Adverse Effect, Ordinary Course.

(a) No member of the Target Company Group has any Liabilities of a type that that is required under applicable Law or IFRS to be recorded on a balance sheet prepared in accordance with IFRS, except for Liabilities which (i) have been specifically and adequately reflected or reserved against in the audited balance sheet of CPAC and its Subsidiaries, as of December 31, 2024 or the audited financial statements of the Company as of December 31, 2024, (ii) have arisen in the ordinary course of business consistent with past practice since December 31, 2024 (other than any breach of Contract, breach of warranty, infringement, violation of applicable Law or tort), (iii) constitute obligations under executory Contracts entered into in the ordinary course of business consistent with past practice to which a member of the Target Company Group is a party or by which a member of the Target Company Group is bound, or (iv) constitute Liabilities incurred in connection with this Agreement and the transactions contemplated hereby.

(b) Since the Balance Sheet Date through the date of this Agreement, there has not occurred any event, occurrence, fact, condition or change that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. Since the Balance Sheet Date (i) no member of the Target Company Group has taken any action that, if taken after the date hereof, would require Buyer’s consent under Section 6.01, and (ii) each member of the Target Company Group has conducted its respective business and operations in the ordinary course of business consistent with past practice in all material respects.

Section 4.06 Compliance with Laws; Permits; SEC Documents; SMV Reports.

(a) Each member of the Target Company Group is, and since the Lookback Date has been, in compliance in all material respects with all Laws applicable to it or its business, properties or assets, and since the Lookback Date, the Target Company Group has not received any written or, to the Sellers’ Knowledge, other notice of any claims or charges that are pending against each member of the Target Company Group with respect to any material violation of any Law. No investigation by any Governmental Authority regarding a violation of any applicable Law is pending or, to the Sellers’ Knowledge, threatened against any member of the Target Company Group or any of its business, properties or assets.

(b) Each member of the Target Company Group has been granted and holds all material Permits necessary for it to lawfully own, lease and operate its properties or other assets and to lawfully conduct its business and operations as currently conducted and as currently contemplated to be conducted. All such Permits are (and, to the Sellers’ Knowledge, will be immediately following Closing) valid and in full force and effect. No member of the Target Company Group is, in any material respect, in breach or violation of, or default under, any such material Permit, and, to the Sellers’ Knowledge, no events, facts or circumstances exists which, with notice or lapse of time or both, would constitute a material breach, violation or default thereunder. Since the Lookback Date, no member of the Target Company Group has received any written or, to the Sellers’ Knowledge, other notice from any Governmental Authority regarding the revocation, cancellation, suspension or adverse modification of any material Permit and, to the Sellers’ Knowledge, no events, facts or circumstances exists which would reasonably be expected to result in the revocation, cancellation, suspension or adverse modification of any such Permit. All fees and charges with respect to all material Permits have been paid in full.

(c) CPAC has timely filed or furnished, as applicable, all forms, reports, statements, certificates and documents (including all exhibits, amendments and supplements thereto) with the SEC that have been required to be filed or furnished by it since the Lookback Date, pursuant to applicable Securities Laws (collectively, the “SEC Reports”). The SEC Reports (i) as of their respective filing or effective dates, as applicable, (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), complied, in each case, in all material respects, with the applicable requirements of the applicable Securities Laws or the Sarbanes-Oxley Act, as the case may be, each as in effect on the date that such SEC Report was filed or became effective and (ii) except to the extent amended or superseded by a subsequent filing made prior to the date hereof, did not, at the time they were filed or became effective, as applicable, or, if amended, as of the date of such amendment (or with respect to the SEC Reports filed after the date of this Agreement, will not), contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the SEC Reports. To the Sellers’ Knowledge, as of the date hereof, none of the SEC Reports is the subject of ongoing SEC review or outstanding SEC investigations. CPAC is in compliance in all material respects with the applicable listing and other requirements of the New York Stock Exchange.

(d) CPAC has timely filed or furnished, as applicable, all forms, reports, statements, certificates and documents (including all exhibits, amendments and supplements thereto) with the SMV that have been required to be filed or furnished by it since the Lookback Date, pursuant to applicable Securities Laws (collectively, the “SMV Reports”). The SMV Reports (i) as of their respective filing or effective dates, as applicable, (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), complied, in each case, in all material respects, with the applicable requirements of the applicable Securities Laws, as the case may be, each as in effect on the date that such SMV Report was filed or became effective and (ii) except to the extent amended or superseded by a subsequent filing made prior to the date hereof, did not, at the time they were filed or became effective, as applicable, or, if amended, as of the date of such amendment (or with respect to the SMV Reports filed after the date of this Agreement, will not), contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved proceedings with respect to any of the SMV Reports. CPAC is in compliance in all material respects with the applicable listing and other requirements of the SMV.

Section 4.07 Tax Matters.

(a) Except as set forth in Section 4.07 of the Disclosure Schedules:

(i) Each member of the Target Company Group has filed (taking into account any valid extensions) all Income Tax and other material Tax Returns required to be filed by each member of the Target Company Group. Such Tax Returns are true, complete, and correct in all material respects. No member of the Target Company Group is currently the beneficiary of any extension of time within which to file any Income Tax or other material Tax Return other than valid extensions of time to file Tax Returns obtained in the ordinary course of business. All Income Tax and other material Taxes due and owing by each member of the Target Company Group have been duly and timely paid in full or accrued and reserved for on the books of each member of the Target Company Group to the extent required by IFRS.

(ii) No extensions or waivers of statutes of limitations have been requested or, to the Sellers’ Knowledge, given with respect to any Income Tax or other material Taxes of any member of the Target Company Group.

(iii) To the Sellers’ Knowledge, there are no ongoing Actions by any Tax Authority against any member of the Target Company Group and, to the Sellers’ Knowledge, no such actions are threatened in writing by any Tax Authority. Each assessment or deficiency resulting from any completed audit or examination relating to Taxes by any Tax Authority has been timely paid or is being contested in good faith and has been reserved for on the books of each member of the Target Company Group to the extent required by IFRS.

(iv) No member of the Target Company Group will be required to include any material item of income or gain in, or exclude any material item of deduction, expense or loss from, taxable income for any taxable period (or portion thereof) beginning after the Closing Date as a result of: (A) any change in or improper use of a method of accounting for any taxable period (or portion thereof) ending on or prior to the Closing Date; (B) any binding agreement with any Tax Authority entered into on or prior to the Closing Date; (C) any installment sale or open transaction disposition made on or prior to the Closing Date; or (D) any prepaid amount received or deferred revenue accrued on or prior to the Closing Date.

(v) No member of the Target Company Group has received or applied for, and is not currently seeking to receive or apply for, any Tax ruling from any Tax Authority, nor has it entered into any agreement with any Tax Authority that would be binding upon any member of the Target Company Group after the date hereof.

(vi) All books, records, invoices and other information in relation to Taxes that meet all legal requirements and enable the Tax liabilities of each member of the Target Company Group to be calculated accurately in all material respects which each member of the Target Company Group is required to keep in their possession or under their control and all documentation (including books and records) which each member the Target Company Group is required by Law to have and maintain for Tax purposes or which would be needed to substantiate, evidence or support any material claim made or material position taken in relation to Tax have been duly kept.

(vii)  No member of the Target Company Group is, and has not been, a party to or otherwise bound by any Tax Sharing Agreement, Tax indemnity obligation, or similar contract relating to Taxes (including any advance pricing agreement, closing agreement, or other agreement with any Tax Authority).

(viii) No member of the Target Company Group has liability for Taxes of any other Person (other than another member of the Target Company Group) by operation of any applicable Tax Law or as a transferee or successor under applicable Law.

(ix) Each member of the Target Company Group has timely withheld and paid to the appropriate Tax Authorities all material Taxes required to be withheld and paid under applicable Law, and each member of the Target Company Group has complied in all material respects with all applicable information reporting and backup withholding requirements in respect thereof.

(x) Since the Lookback Date, each member of the Target Company Group has been tax resident solely in its jurisdiction of incorporation and has not been, nor is it currently, treated for any Tax purpose as resident or dual resident in any other jurisdiction. No member of the Target Company Group has a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise maintains an office or other fixed place of business in a jurisdiction other than its jurisdiction of incorporation. To Sellers’ Knowledge, no written claim has been made by any Tax Authority in a jurisdiction where a member of the Target Company Group does not file Tax Returns asserting that such member of the Target Company Group is or may be subject to taxation in that jurisdiction.

(xi) No member of the Target Company Group has been registered for VAT purposes (or for the purpose of any equivalent sales or similar Tax) in any country other than its jurisdiction of incorporation.

(xii) All material transactions entered into by each member of the Target Company Group have been made in accordance with arm’s length principles and are in compliance in all material respects with all applicable provisions of applicable Tax Law regarding transfer pricing. Each member of the Target Company Group has properly and in a timely manner documented its transfer pricing methodologies in material compliance with all applicable Tax Law. No notice, enquiry or adjustment has been made by a Tax Authority in connection with any such transaction or arrangements.

(xiii) No member of the Target Company Group has been involved in any transaction or series of transactions which could be re-characterized or treated as unenforceable for Tax purposes, or any transaction that produced a loss for Tax purposes with no corresponding commercial or economic loss.

Section 4.08 Material Contracts.

(a) Section 4.08(a) of the Disclosure Schedules sets forth a true, correct and complete list, as of the date of this Agreement, of all of the following Contracts to which a member of the Target Company Group is a party or by which it is bound, or to which any asset or property of any member of the Target Company Group is bound by or subject to, (any Contract described below, whether or not listed on Section 4.08(a) of the Disclosure Schedules, the “Material Contracts”):

(i) all Contracts or group of related Contracts (other than purchase orders) for the purchase by a member of the Target Company Group of equipment, materials, products, supplies, goods or other assets or for the receipt of services (A) which involves, or is reasonably expected to involve, consideration or payments in the year ending December 31, 2025 (or which is reasonably expected to involve annual payments or consideration in the year ending December 31, 2026) in excess of S/15,000,000, or (B) that contains any minimum purchase commitments in excess of S/15,000,000 annually, in each case, that cannot be terminated by a member of the Target Company Group on ninety (90) days’ (or less) notice without payment of a material penalty or incurrence of a material Liability;

(ii) any Contract or group of related Contracts for the sale, license or lease (as lessor) by a member of the Target Company Group of services, materials, products, supplies or other assets or properties (including Equity Interests) owned, licensed or leased by such member of the Target Company Group which involves, or is reasonably expected to involve, consideration or payments in the year ending December 31, 2025 (or which is reasonably expected to involve annual payments or consideration in the year ending December 31, 2026) in excess of S/15,000,000, in each case, that cannot be terminated by such member of the Target Company Group on ninety (90) days’ (or less) notice without payment of (or withholding of payment due to) a material penalty or incurrence of a material Liability;

(iii) excluding purchase orders and invoices, surety or performance bonds, letters of credit or similar agreements in each case to the extent not drawn upon and other agreements relating to trade receivables and payables, in each case, entered into in the ordinary course of business consistent with past practice, all Contracts relating to Indebtedness of any member of the Target Company Group in excess of S/15,000,000, individually or in the aggregate (other than for any Contract solely among or between members of the Target Company Group);

(iv) all Contracts that contain any non-competition or similar covenant or that materially limit or restrict or purport to limit or restrict the ability of a member of the Target Company Group to (A) compete in any line of business or with any Person or in any geographic area or during any period of time, or from otherwise purchasing, selling, supplying or distributing any product or service, or (B) solicit or hire any employees or customers of any Person;

(v) all Contracts that require a member of the Target Company Group to purchase its total requirements of any product or service from a third party or that contain “take or pay” provisions, in each case, that cannot be terminated by such member of the Target Company Group on ninety (90) days’ (or less) notice without payment of a material penalty or incurrence of a material Liability;

(vi) all Contracts with any Governmental Authority in excess of S/15,000,000;

(vii) all Contracts with sole source suppliers;

(viii) all Contracts granting the counterparty thereto or any third party “most favored nation” status or similar status or containing a most favored customer provision, in each case, that cannot be terminated by a member of the Target Company Group on ninety (90) days’ (or less) notice without payment of a material penalty or incurrence of a material Liability;

(ix) all Contracts which grants any Person an option or a first refusal, first or last offer, first negotiation or similar preferential right to purchase or acquire any material properties or assets (including Equity Interests) of any member of the Target Company Group;

(x) all Contracts (A) under which a member of the Target Company Group has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person in excess of S/15,000,000, individually or in the aggregate, and (B) under which a member of the Target Company Group has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to any current or former employees of a member of the Target Company Group, current or former directors of a member of the Target Company Group, current or former independent contractors to a member of the Target Company Group, in each case, in excess of S/15,000,000, individually or in the aggregate (each, a “Service Provider”);

(xi) all Contracts with Top Customers and Top Distributors;

(xii) all Contracts under which any other Person grants to a member of the Target Company Group any rights in or to any of the licensed Intellectual Property, except for shrink-wrap or similar non-exclusive licenses for the use of off-the-shelf or generally commercially available software or services entered into in the ordinary course of business with fees of S/15,000,000 or less;

(xiii) all Contracts for any future capital expenditure by a member of the Target Company Group in excess of S/15,000,000 individually or in the aggregate;

(xiv) all Contracts that relate to the formation, establishment or operation of any joint venture, strategic alliance, partnership, limited liability company or similar Contracts, or other similar arrangement involving a sharing of profits, losses, costs or liabilities by a member of the Target Company Group with any third party;

(xv) all Contracts related to (A) the acquisition, directly or indirectly (whether by merger, sale of stock, sale of assets or otherwise) of any business or material assets of any Person by a member of the Target Company Group, or (B) the disposition, directly or indirectly (whether by merger, sale of stock, sale of assets or otherwise) of any business or material assets of any member of the Target Company Group to any Person, in each of the foregoing clauses (A) and (B), excluding the purchase or sale of assets by or to a member of the Target Company Group in the ordinary course of business consistent with past practice;

(xvi) all Contracts under which a member of the Target Company Group grants any rights in or to any of Intellectual Property it owns to any other Person;

(xvii) all Contracts entered into since the Lookback Date involving any resolution or settlement of any actual or threatened Action (A) with a value in excess of S/15,000,000 that is unpaid as of the date hereof or (B) which imposes material continuing obligations on a member of the Target Company Group;

(xviii) all Contracts with Top Distributors with respect to commercial representation (representación comercial) pursuant to which any member of the Target Company Group appoints counterparties as commercial representatives responsible for distributing and promoting its products (it being understood that all such Contracts have similar terms for all counterparties, including non-exclusivity, a one-year term with automatic renewal, and unilateral termination without cause upon thirty (30) days’ prior written notice);

(xix) all Contracts for the supply of electricity (contratos de suministro de electricidad) to any member of the Target Company Group; and

(xx) any other Contract that is material to the Business or to a member of the Target Company Group that is not otherwise required to be disclosed pursuant to any of the foregoing clauses of this Section 4.08(a).

(b) Sellers have made available to Buyer in the Data Room true and complete copies of each Material Contract (including all modifications, amendments, supplements, waivers, annexes and schedules thereto and correct and complete written summaries of all such Contracts that are unwritten) prior to the date hereof. Each Material Contract is valid and binding on the member of the Target Company Group that is a party thereto and is in full force and effect and is enforceable against such member of the Target Company Group in accordance with its terms, and, to the Sellers’ Knowledge, against the other parties thereto. No member of the Target Company Group is in material breach of, or material default under, any Material Contract, and, to the Sellers’ Knowledge, no counterparty to any Material Contract, is in material breach of, or material default under, any Material Contract. To the Sellers’ Knowledge, no counterparty to any Material Contract has given written or oral notice of its intent to terminate or materially modify or, to the extent applicable, not renew a Material Contract. To Sellers’ Knowledge, there exists no event, occurrence, condition or fact which, with the giving of notice or the lapse of time or both, would reasonably be expected to (i) become a material default by, (ii) result in the right of termination for, or (iii) cause or permit the acceleration of or other changes to any material right or obligation or the loss of any material benefit for, in each case, under any Material Contract. To the Sellers’ Knowledge, as of the date hereof, there are no unresolved disputes under any Material Contracts other than disputes in the ordinary course of business which, individually, are de minimis.

Section 4.09 Intellectual Property.

(a) Section 4.09(a) of the Disclosure Schedules lists all material registered Intellectual Property owned by the Target Company Group and all material licenses of Intellectual Property to which any member of the Target Company Group is a party. Each member of the Target Company Group has good and valid title to, or a valid license to use, the Intellectual Property that is material to its business, in each case free and clear of Encumbrances other than Permitted Encumbrances. To the Sellers’ Knowledge, each item of registered Intellectual Property owned by the Target Company Group that is material to its business is subsisting, valid and enforceable in all material respects.

(b) As of the date hereof and to the Sellers’ Knowledge (i) the conduct of the business of the Target Company Group, as the case may be, as currently conducted does not infringe or otherwise violate any Person’s Intellectual Property and as of the date hereof there is no such claim pending or threatened against the Company Group Entity, as the case may be, and (ii) no Person is infringing or otherwise violating any Intellectual Property owned by the Target Company Group, and no such claims are pending or threatened against any Person by the Target Company Group.

Section 4.10 Environmental Matters.

(a) Each member of the Target Company Group and its activities and operations have been since the Lookback Date and are in compliance in all material respects with all applicable Environmental Laws and Permits.

(b) No member of the Target Company Group is subject to any pending, or, to the Sellers’ Knowledge, threatened Action regarding any actual or alleged violation or Liability under any Environmental Laws or relating to Hazardous Materials, except for any such Actions that would not, individually or in the aggregate, reasonably be expected to be material to the Target Company Group, taken as a whole.

(c) (i) There are no conditions, events, facts or circumstances, including the release or presence of, or exposure to, any Hazardous Materials, reasonably anticipated by any member of the Target Company Group that may result in material Liabilities to such member of the Target Company Group pursuant to Environmental Laws, and (ii) to Sellers’ Knowledge, no member of the Target Company Group has received a written notice of any potential material Liability pursuant to any applicable Environmental Law.

(d) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Target Company Group, taken as a whole, there has been no release at, on, or under any real property currently or, to the Sellers’ Knowledge, formerly owned, leased or operated by a member of the Target Company Group, or release by a member of the Target Company Group at any third-party property utilized by such member of the Target Company Group in the conduct of its respective business, including any release that has resulted in a Liability or a requirement for a member of the Target Company Group to take investigative or remedial action with respect to such releases pursuant to any Environmental Law.

(e) No member of the Target Company Group has assumed or provided indemnity against any Liability of any other Person under or relating to any Environmental Laws.

(f) No member of the Target Company Group has entered into or agreed to any Governmental Order, or is subject to any other Governmental Order, relating to compliance with Environmental Laws or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials, except for any such Governmental Orders that, individually or in the aggregate, would not reasonably be expected to be material to the Target Company Group, taken as a whole.

(g) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Target Company Group, taken as a whole, no member of the Target Company Group is in violation of any Environmental Law as a result of its generation, treatment, storage, management, arrangement for the disposal of, transportation, handling or release of any Hazardous Materials.

(h) The Sellers have made available to Buyer true, correct and correct copies of all environmental site assessments and other material environmental audits, reports, sampling or testing results and studies in a Seller’s or the Target Company Group’s possession or control pertaining to real property currently or formerly owned, leased or operated by any member of the Target Company Group or environmental, health or safety matters.

Section 4.11 Litigation.

(a) Except as set forth in Section 4.11(a) of the Disclosure Schedules, there is no pending, and since the Lookback Date there has not been, any Action against any member of the Target Company Group or any their properties or assets (tangible or intangible) that (i) seeks, or would be reasonably be expected to result in, individually or in the aggregate with other Actions arising from the same or similar facts, events or circumstances, monetary damages in excess of S/6,000,000, (ii) seeks to enjoin or grant other equitable relief with respect to any activities or services of the businesses or operations of any member of the Target Company Group, (iii) seeks to prevent, materially delay or otherwise make illegal, the transactions contemplated by this Agreement, or (iv) that relates to the ownership of any Equity Interest of a member of the Target Company Group, or the right to receive any consideration as a result of this Agreement. Since the Lookback Date, to the Sellers’ Knowledge, there has not been any such Action threatened in writing. There is no, and since the Lookback Date there has not been any, Action commenced by a member of the Target Company Group seeking Losses in excess of S/6,000,000 or otherwise seeking injunctive or equitable relief.

(b) Except as set forth in Section 4.11(b) of the Disclosure Schedules, there is no Governmental Order to which a member of the Target Company Group, or any of the properties or assets (tangible or intangible) owned or used by a member of the Target Company Group, is subject or settlement agreement entered by or with any Governmental Authority or other Person. To the Sellers’ Knowledge, no officer or other employee of a member of the Target Company Group, is subject to any Governmental Order that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the businesses of such member of the Target Company Group.

Section 4.12 Employee Benefit Plans and Compensation.

(a) Section 4.12(a) of the Disclosure Schedules sets forth a true and complete list of the benefit plans that are in addition to what applicable Law requires, including all pension, retirement, medical, stock option, severance, change-in-control, fringe benefit, bonus, incentive, deferred compensation, employee loan, and all other employee benefit plans, programs, policies, or other arrangements (including ad hoc arrangements) (the “Employee Benefit Plans”).

(b) Except as set forth on Section 4.12(b) of the Disclosure Schedules, each Employee Benefit Plan has been operated in material compliance with its respective terms and all Laws, and all contributions required under the terms of each Employee Benefit Plan or applicable Laws have been timely made.

Section 4.13 Employment Matters.

(a) In all material respects with respect to any employee of a Target Company Group, the Target Company Group: (i) has withheld and reported all amounts required by Law and reported with respect to wages, salaries and other payments to such employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for such employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no actions, suits, claims or administrative matters presently pending or, to the Sellers’ Knowledge, threatened or reasonably anticipated, in each case, by or before any Governmental Authority against the Target Company Group or to the Sellers’ Knowledge, any employee of the Target Company Group, in each case, relating to any Employee Benefit Plan or such employee’s relationship with the Target Company Group. There are no pending, or to the Sellers’ Knowledge, threatened against the Target Company Group or any trustee of the Target Company Group under any worker’s compensation policy or long-term disability policy. Section 4.13 of the Disclosure Schedules lists as of the date hereof all outstanding, unsatisfied Liabilities the Target Company Group with respect to any employee resulting from the termination by the Target Company Group of such employee’s employment or provision of services, a change of control of the Target Company Group or a combination thereof.

(b) Section 4.13(b) of the Disclosure Schedules contains a true and complete list, as of the date hereof, of each labor or collective bargaining agreement to which the Target Company Group is a party, and which apply to the employees of the Target Company Group.

Section 4.14 Real Property and other Assets.

(a) Owned Real Property.

(i) Section 4.14(a)(i) of the Disclosure Schedules sets forth a true, correct and complete list of all land, buildings and other real property owned by any member of the Target Company Group (all such real property, together with all right, title and interest of each member of the Target Company Group in and to (A) all buildings, structures and other improvements and fixtures located on or under such real property, and (B) all easements, rights and other appurtenances to such real property, are referred to herein individually and collectively as the “Owned Real Property” and, together with the Leased Real Property, the “Real Property”).

(ii) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Target Company Group, taken as a whole, a member of the Target Company Group (A) is the sole titleholder of record and has good and valid title to all the Owned Real Property, free and clear of all Encumbrances, other than those mentioned in Section 4.14(a)(ii)(A) of the Disclosure Schedules, and (B) has not transferred or entered into any Contract granting any Person (other than each member of the Target Company Group) any right of first or last offer, right of first refusal, ground lease, purchase option or other right to acquire any Owned Real Property or any portion thereof or any interest therein. No member of the Target Company Group has leased, licensed or otherwise granted to any Person the right to use or occupy any Owned Real Property or any portion thereof pursuant to any Contract that is still in effect and no Person (other than the Target Company Group) currently uses or occupies such Owned Real Property, other than those mentioned in Section 4.14(a)(ii)(B) of the Disclosure Schedules.

(b) Leased Real Property.

(i) Section 4.14(b)(i) of the Disclosure Schedules contains a true, complete and correct list of all Material Real Property Leases relating to the Leased Real Property. The Sellers have made available to the Buyer in the Data Room prior to the date hereof true, complete and correct copies of each Material Real Property Lease. Except as would not reasonably be expected to be, individually or in the aggregate, material to the Target Company Group, taken as a whole, with respect to each Real Property Lease: (A) the applicable member of the Target Company Group has a valid and subsisting leasehold interest in the Leased Real Property, free and clear of all Encumbrances (other than Permitted Encumbrances); (B) such Real Property Lease is in full force and effect and is a valid and binding agreement of the applicable a member of the Target Company Group, enforceable against such member of the Target Company Group and, to the Sellers’ Knowledge, the other party or parties thereto, in each case, in accordance with its terms; (C) the applicable member of the Target Company Group’s possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed; (D) the rent due under such Real Property Lease has been fully paid as and when due and no rental payments thereunder have been deferred; and (E) there are no other parties (other than the Target Company Group) occupying, or with a right to occupy, the Leased Real Property, other than those mentioned in Section 4.14(b)(i)(E) of the Disclosure Schedules. No member of the Target Company Group that is a party to any Real Property Lease, nor, to the Sellers’ Knowledge, any other party thereto, is in material breach or default of any Real Property Lease. To the Sellers’ Knowledge, no member of the Target Company Group that is party to any Real Property Lease has received any written notice of any event of default under any Real Property Lease that remains uncured, nor any written notice of any intention to terminate any such Real Property Lease.

(ii) Neither the operation of any member of the Target Company Group on the Real Property nor such Real Property, including the improvements thereon, violate in any material respect any applicable lease, building code, zoning requirement or statute relating to such property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions. The Real Property is, in all material respects, in good operating condition and repair and otherwise is suitable for the conduct of the business as currently conducted and is free from material structural, physical and mechanical defects, is maintained in all material respects in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable in all material respects for the conduct of the Target Company Group’s business and operations.

(iii) To the Seller’s Knowledge, no member of the Target Company Group has received any written notice that remains pending or unresolved of any pending or threatened condemnation Action relating to any Real Property.

(c) Each member of the Target Company Group has good, valid, and marketable title to all material tangible personal property and assets owned, licensed, used or leased by such member of the Target Company Group (excluding the Real Estate), free and clear of all Encumbrances (other than Permitted Encumbrances). The material assets of each member of the Target Company Group are in good operating condition, ordinary wear and tear excepted, and are adequate in all material respects for the uses to which they are currently being put. Such assets are sufficient in all material respects for the continued conduct of the business after the Closing in the same manner as conducted by the members of the Target Company Group prior to the Closing, and constitute all the rights, property and assets necessary to conduct the business of each member of the Target Company Group immediately after the Closing as currently conducted.

Section 4.15 Material Customers and Distributors.

(a) Section 4.15(a) of the Disclosure Schedules sets forth a correct and complete list the 10 largest customers of the Target Company Group on a consolidated basis for each of the two most recent fiscal years, based on the actual revenue received by the Target Company Group on a consolidated basis from such customer during such fiscal years (each, a “Top Customer”).

(b)  Section 4.15(b) of the Disclosure Schedules sets forth a correct and complete list the 10 largest distributors of the Target Company Group on a consolidated basis for each of the two most recent fiscal years, based on the actual revenue received by the Target Company Group on a consolidated basis from such distributor during such fiscal years (each, a “Top Distributor”).

(c)  (i) No member of the Target Company Group has any material dispute or disagreement with any Top Customer or Top Distributor; and (ii) since the Balance Sheet Date, no Top Customer or Top Distributor has indicated in writing or, to Sellers’ Knowledge threatened, that it intends to cease, cancel, terminate, not renew or otherwise limit or adversely modify in any material respect (whether related to volume, price, or payment terms) its relationship with, any member of the Target Company Group, including by materially reducing its purchase of products or services from any member of the Target Company Group. No member of the Target Company Group has engaged in any fraudulent conduct with respect to any such Top Customer or Top Distributor.

Section 4.16 Mineral Rights and Permits.

(a) Section 4.16(a)(i) of the Disclosure Schedules contains a true, correct and complete list of the mining claims (petitorios mineros), mining concessions and processing concessions (titled and in progress) held by the Target Company Group (collectively, the “Mineral Rights”). The relevant member of the Target Company Group is the legal and current titleholder of all the Mineral Rights. Except as set forth in Section 4.16(a)(ii) of the Disclosure Schedules, the Mineral Rights: (i) are free and clear of any Encumbrances; (ii) are in good standing under applicable Law, including, but not limited to, the General Mining Law and the Regulations of Mining Procedures, approved by Supreme Decree No. 020-2020-EM; and (iii) to Sellers’ Knowledge, are lawfully possessed by the Target Company Group.

(b) Except as set forth in Section 4.16(b) of the Disclosure Schedules, the Target Company Group holds all Permits that are required and sufficient for the conduction of their businesses and operations as conducted on the Closing Date with respect to the Mineral Rights, or that are necessary for the lawful ownership of their assets.

Section 4.17 Insurance. Section 4.17 of the Disclosure Schedules lists each material insurance policy maintained by, at the expense of or for the benefit of any member of the Target Company Group as of the date of this Agreement and identifies any material claims made thereunder as of the date of this Agreement. The Sellers have made available to Buyer accurate and complete copies of the insurance policies identified on Section 4.17 of the Disclosure Schedules. Each such insurance policy is, in all material respects, in full force and effect and valid and binding in accordance with its terms against the respective insurers; no member of the Target Company Group is in material breach or default thereunder. The insurance policies set forth on Section 4.17 of the Disclosure Schedules are sufficient for compliance under applicable Laws, all Permits and Contracts to which a member of the Target Company Group is a party or by which any of its assets or properties are bound, except as would not be, individually or in the aggregate, material to the Target Company Group, taken as whole. Since the Lookback Date, no member of the Target Company Group has received any written notice of any cancellation or invalidation of, or refusal of coverage or rejection of a material claim under, any such policy; to the Sellers’ Knowledge, no such actions are threatened. There are no material claims pending under any such policy as to which coverage has been denied or disputed in writing by the underwriters of such policy or in respect of which such underwriters have reserved their rights in writing. All premiums due and payable under such policies have been paid when due.

Section 4.18 Related Party Transactions.

(a) Section 4.18(a) of the Disclosure Schedules lists as of the date of this Agreement each Contract between or among (i) a member of the Target Company Group, on the one hand, and (ii) any Seller or any Affiliate thereof (other than the Target Company Group) or any of their respective Representatives or (to the Sellers’ Knowledge with respect to any such individuals) any of the Relatives or Associates of the foregoing (other than the Target Company Group) or any director or officer (or similar authorized appointments with different names) of a member of the Target Company Group, on the other hand (each such Contract, an “Affiliate Contract”). Neither Seller, nor any of its Affiliates (other than the Target Company Group), nor any of their respective Representatives, nor (to the Sellers’ Knowledge with respect to any such individuals) any of the Relatives or Associates of the foregoing (other than the Target Company Group), nor any director or officer (or similar authorized appointments with different names) of a member of the Target Company Group (A) provides services to, or receives goods or services from, a member of the Target Company Group, (B) owes any Indebtedness to, or is owed any Indebtedness by, a member of the Target Company Group, or (C) has asserted or, to the Sellers’ Knowledge, threatened any Action against a member of the Target Company Group. There are no outstanding notes payable to, accounts receivable from or advances by a member of the Target Company Group to any Seller, any of their respective Affiliates (other than the Target Company Group) or any of their respective Representatives or (to the Sellers’ Knowledge with respect to any such individuals) any of the Relatives or Associates of the foregoing (other than the Target Company Group) or any director or officer (or similar authorized appointments with different names) of a member of the Target Company Group.

(b) Except as set forth in Section 4.18(b) of the Disclosure Schedules, at the time of the consummation of the Closing, (i) no member of the Target Company Group will be a party to any Affiliate Contract, and (ii) neither Seller, nor any of its Affiliates (other than the Target Company Group), nor any of their respective Representatives, nor (to the Sellers’ Knowledge with respect to any such individuals) any of the Relatives or Associates of the foregoing (other than the Target Company Group), nor any director or officer (or similar authorized appointments with different names) of a member of the Target Company Group, will own, directly or indirectly, or have any other interest in any property (real or personal, tangible or intangible) that a member of the Target Company Group uses in the conduct of its business or operations or Contract of any member of the Target Company Group.

Section 4.19 Anti-Corruption Laws; Sanctions.

(a) Foreign Corrupt Practices and Anti-Bribery. No member of the Target Company Group nor, with respect to any matter relating to any member of the Target Company Group or its business, any of its Affiliates, nor any Representatives or, to the Sellers’ Knowledge, Persons acting on behalf of the foregoing, has since December 31, 2020: (i) used any corporate or other funds for unlawful contributions, payments, loans, donations, gifts, or made any unlawful expenditures relating to political activity of any foreign or domestic Governmental Officials; (ii) offered, received, accepted, or provided any unlawful payment or made, given, offered, promised, or authorized or agreed to make, give or receive, any money, advantage or thing of value directly or indirectly, to or from any foreign or domestic Governmental Official or other Person in violation of applicable Anti-Corruption Laws; (iii) established or maintained any unlawful or unrecorded funds in violation of any applicable Anti-Corruption Laws; (iv) been or currently is subject to any administrative, civil, or criminal investigation, indictment, or proceeding by a Governmental Authority for Anti-Corruption Laws violations; (v) received written notice from any Governmental Authority regarding violations of any Anti-Corruption Laws, or (vi) otherwise taken any other action in, or been in, violation of any applicable Anti-Corruption Laws. Each member of the Target Company Group, its Affiliates, and all Persons acting on behalf of the foregoing have instituted and maintain policies and procedures reasonably designed to promote and achieve compliance with applicable Anti-Corruption Laws.

(b) Sanctions. No member of the Target Company Group nor its Affiliates, nor any Representative, or, to the Sellers’ Knowledge, Persons acting on behalf of the foregoing, (i) is a Sanctioned Person or currently the subject or target of any Sanctions; (ii) is owned or controlled by a Sanctioned Person; (iii) is currently, or has since December 31, 2022, entered into any agreement, transaction, or dealing with or for the benefit of any Sanctioned Person (or involving any property thereof) or involving any Sanctioned Territory; or (iv) directly or indirectly has derived or derives revenues from transactions with any Sanctioned Person. Each member of the Target Company Group, its respective Representatives, and, to the Sellers’ Knowledge, all Persons acting on behalf of the foregoing, are in compliance with all applicable Sanctions and have instituted and maintain policies and procedures reasonably designed to promote and achieve compliance with applicable Sanctions. Since December 31, 2022, no member of the Target Company Group has done business directly or, to the Sellers’ Knowledge, indirectly with the Sanctioned Territories or entered into any agreement, transaction or dealing with any Person, end user, or end use (or involving any property thereof) subject to restriction or licensing requirements under applicable trade laws.

Section 4.20 No Brokers. No broker, finder, financial advisor, investment banker or other Person is entitled to any brokerage, finder’s or other fee, commission or payment in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Target Company Group for which any Transferred Entity could become liable.

ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Sellers that the statements contained in this Article V are true and correct as of the date hereof and as of the Closing Date.

Section 5.01 Organization and Authority of Buyer. Buyer is a corporation duly organized and validly existing under the Laws of Switzerland. Buyer has all necessary corporate power and authority to enter into this Agreement and, upon its execution on the Closing Date, the Escrow Agreement, to carry out its obligations hereunder and, upon its execution on the Closing Date, under the Escrow Agreement and to consummate the transactions contemplated hereby and, upon its execution on the Closing Date, by the Escrow Agreement. The execution and delivery by Buyer of this Agreement, the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution, and delivery by each other party thereto) this Agreement constitutes a legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). At the Closing, upon Buyer's due and valid execution and delivery of the Escrow Agreement and, assuming due authorization, execution and delivery by the other parties thereto, the Escrow Agreement will constitute a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 5.02 No Conflicts; Consents. The execution, delivery, and performance by Buyer of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (a) result in a violation or breach of any provision of the charter or by-laws of Buyer; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice, or other action by any Person under, conflict with, violate, or result in a breach of, constitute a default under or result in the acceleration, termination, cancellation or modification of, any material agreement to which Buyer is a party, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration, or failure to give notice or obtain consent would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except for such filings as may be required under the Merger Control Law and except where the failure to make or obtain such consents, approvals, Permits, Governmental Orders, declarations, filings, or notices would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.

Section 5.03 Investment Purpose. Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act, or any state Securities Laws. Buyer is able to bear the economic risk of holding the Shares for an indefinite period (including total loss of its investment),and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment.

Section 5.04 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee, commission or payment in connection with the transactions contemplated by this Agreement or based upon arrangements made by or on behalf of Buyer for which a Seller could become liable.

Section 5.05 Sufficiency of Funds. Buyer has sufficient cash on hand or other sources of immediately available funds to enable it to make payment of the Purchase Price and consummate the transactions contemplated by this Agreement.

Section 5.06 Solvency. Buyer is not entering into the transactions contemplated in this Agreement with intent to hinder, delay or defraud either present or future creditors of Buyer or their Affiliates (including, after the applicable Closing, the Target Company Group). In connection with the transactions contemplated in this Agreement, Buyer has not incurred, nor plans to incur, debts beyond its ability to pay as they become absolute and due. Immediately after giving effect to the transactions contemplated in this Agreement, payment of the Purchase Price and all fees and expenses contemplated by this Agreement, Buyer (including, after the Closing, the Company) will be Solvent. For the purposes of this Section 5.06, the term “Solvent,” when used with respect to a Person, means that, as of any date of determination, (a) the amount of the “fair saleable value” of the assets owned by such Person will, as of such date, exceed (i) the value of all “liabilities of such Person, including contingent and other liabilities,” as of such date, as such quoted terms are generally determined in accordance with applicable federal laws governing determinations of the insolvency of debtors and (ii) the amount that will be required to pay the probable liabilities of such Person on its existing debts (including contingent liabilities) as such debts become absolute and matured, (b) such Person will not have, as of such date, an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged following such date and (c) such Person will be able to pay its liabilities, including contingent and other liabilities, as they become due. For purposes of this definition, “not have an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged” and “able to pay its liabilities, including contingent and other liabilities, as they mature” mean that such Person will be able to generate enough cash from operations, asset dispositions or refinancing, or a combination thereof, to meet its obligations as they become due.

Section 5.07 Legal Proceedings. As of the date hereof, there are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer that challenge or seek to prevent, enjoin, or otherwise would reasonably be expected to prevent or materially delay the transactions contemplated by this Agreement.

Section 5.08 Independent Investigation; Reliance. The Buyer has conducted its own independent investigation, review, and analysis of the business, results of operations, prospects, condition (financial or otherwise), and assets of each member of the Target Company Group, and has had adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of each such member for such purpose. The Buyer further acknowledges that: (i) CPAC is a publicly traded company, with its securities listed on the Lima Stock Exchange and the New York Stock Exchange; and (ii) Buyer has reviewed the Target Company Group Public Documents. In making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer has relied solely upon: (a) its own investigation and independent judgment (including its review of the publicly available information described above and consultation with legal, financial, and other professional advisers); and (b) the express representations and warranties of the Sellers set forth in Articles III and IV of this Agreement (including the related portions of the Disclosure Schedules). Buyer expressly disclaims reliance on any other representation or warranty, whether written or oral, express or implied, of any of the Sellers or any of their respective Affiliates, directors, officers, employees, representatives, or controlling persons, including, except as expressly set forth in Article III or Article IV, any representations and warranties in respect of: (i) any projections, estimates, budgets, or forecasts of revenues, results of operations, cash flows, or financial condition; (ii) any information made available in the Data Room, management presentations, functional “break-out” discussions, or responses to questions submitted; and (iii) any implied warranties of merchantability or fitness for a particular purpose. The representations and warranties of the Sellers contained in this Agreement constitute the sole and exclusive representations and warranties made in connection with the transactions contemplated hereby.

Section 5.09 Certain Payments; Anti-Corruption. As of the date of this Agreement, Buyer maintains internal control systems and policies reasonably designed to detect and prevent violations of applicable Anti-Corruption Laws and Sanctions by Buyer and its Subsidiaries and their respective directors, officers, employees and agents.

Section 5.10 No Other Representations or Warranties. Buyer has not made, nor will be deemed to have made, any representation or warranty in connection with this Agreement or the transactions contemplated hereby other than as expressly made by it in this Article V.

ARTICLE VI

COVENANTS

Section 6.01 Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as (i) otherwise expressly provided in this Agreement, (ii) set forth on Section 6.01 of the Disclosure Schedules, (iii) consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), or (iv) required to comply with applicable Law, the Sellers shall, and shall cause the Transferred Entities to: (a) use commercially reasonable efforts to conduct their business in the ordinary course of business consistent with past practice in all material respects; and (b) use commercially reasonable efforts to (1) maintain and preserve intact the current organization, business and franchise of the Transferred Entities and (2) preserve intact its rights, franchises, goodwill and relationships with such Transferred Entity’s current customers, lenders, suppliers, distributors, landlords, Governmental Authorities and others having business relationships therewith. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except as otherwise expressly provided in this Agreement, set forth in the correspondingly numbered subsection of Section 6.01 of the Disclosure Schedules, or consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), the Sellers shall not, and shall cause the Transferred Entities not to, directly or indirectly, take any action that would cause any of the following to occur or do any of the following:

(a) any change, event, occurrence or development that has a Material Adverse Effect;

(b) any amendment of the charter, by-laws or other organizational documents of the Transferred Entities or any change to the nature of their business;

(c) any split, reverse split, combination subdivision or reclassification of any Equity Interests of the Transferred Entities;

(d) (i) any issuance, sale, Encumbrance, transfer or other disposition of, or (ii) any redemption, purchase, share capital reduction, repurchase or otherwise acquisition or offer to redeem, purchase, repurchase or otherwise acquire, or grant, renew, extend or modify any rights with respect to, any capital stock or other Equity Interests of the Transferred Entities, or any options, warrants or other rights of any kind to acquire, purchase or obtain (including upon conversion, exchange or exercise) any of such Transferred Entity’s capital stock or other Equity Interests or any debt or equity securities of the Transferred Entities that are convertible into or exercisable or exchangeable for such capital stock or other Equity Interests;

(e) any declaration, setting aside or payment of any dividends or distributions payable in cash, stock, property or otherwise on or in respect of any of the Transferred Entity’s capital stock or other Equity Interests; it being understood and agreed that the cash dividend in the declared aggregate amount of S/190,300,410.65 paid by CPAC on or about December 11, 2025, and the use by the Company of the cash it received from such dividend and any cash held by the Company on the date hereof and any income earned therefrom to pay Indebtedness of the Company, other ordinary expenses of the Company and make distributions to the Sellers shall not be a breach of this provision nor be deemed to be Leakage;

(f) any change in any method of accounting or accounting practice, principle or policy of the Transferred Entities, except as required by a change in IFRS or applicable Law;

(g) any adoption of any plan or agreement of merger, consolidation, reorganization, complete or partial liquidation of the Transferred Entities, or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against the Transferred Entities under any similar Law;

(h) create, incur, assume or guarantee, or allow the Transferred Entities to create, incur, assume or guarantee, any Indebtedness in excess of S/1,500,000 in the aggregate (other than trade payables of the Target Company Group incurred in the ordinary course of business);

(i) cancel or forgive, or accelerate or prepay, any material Indebtedness or claims except in the ordinary course of business consistent with past practice;

(j) make any loans or advances to any Person (other than advancement of expenses to officers and employees in the ordinary course of business consistent with past practice);

(k) make, or commit to make, any single capital expenditure which is in excess of S/1,500,000 or series of capital expenditures which are, in the aggregate, in excess of S/9,000,000;

(l) lease, sublease or acquire (i) by merging or consolidating with, or by purchasing any share capital or other Equity Interests in, or portion of the properties or assets of, or by any other business combination or manner, any business or any Person or other business organization or any division thereof, or (ii) any material assets or properties;

(m) sell, lease, sublease, pledge, license or otherwise dispose of, or grant, amend or suffer to exist any Encumbrance with respect to, any material properties or assets of the Transferred Entities (other than sales or dispositions of assets in the ordinary course of business in a manner consistent with past practice);

(n) (i) change its practices or procedures with respect to the collection of accounts receivable or the payment of accounts payable outside the ordinary course of business; (ii) offer to discount the amount of any account receivable outside the ordinary course of business; or (iii) extend any incentive (whether to an account debtor, an account creditor or any employee or third party responsible for the collection of receivables or the payment of payables) with respect to any account receivable or account payable or the payment or collection thereof outside the ordinary course of business;

(o) enter into any Contract that would have been a Material Contract had it been entered into prior to this Agreement or amend, modify, supplement, waive, terminate, assign, convey, Encumber or otherwise transfer, in whole or in part, rights or interest pursuant to or in any Material Contract or such Contract that would have been a Material Contract had it been entered into prior to this Agreement, other than (A) expirations of any such Contract in the ordinary course of business pursuant to the terms of such Contract or (B) non-exclusive licenses under Intellectual Property granted in the ordinary course of business consistent with past practice;

(p) enter into any Contracts, commitments, agreements or proxies relating to the voting of, or that provide preemptive rights, rights of first refusal, rights of first offer, drag-along rights, tag-along rights, any other transfer restrictions, registration rights or any other similar rights with respect to, any shares of outstanding capital stock or any other equity securities of any member of the Transferred Entities;

(q) except to the extent specifically set forth in Schedule 1.01(d): (i) enter into, amend, modify, supplement, waive, terminate, Encumber or otherwise transfer, in whole or in part, any rights or interest pursuant to or in (A) any Affiliate Contract or (B) any Contract with any Seller or any Related Party of any Seller, (ii) make any payment (whether in cash, in-kind or otherwise) to or for the benefit of any Seller or any Related Party of any Seller (including any directors’ fees, monitoring fees, bonuses, loan repayments or management fees or any other similar fees) or waive, forgive, discount, defer, release or discharge any amount or Liability owed by any Seller or any Related Party of any Seller to any Transferred Entity or claim (howsoever arising) against any Seller or any Related Party of any Seller, or (iii) create, assume, pay, discharge, incur or suffer to exist any Liability, Encumbrance, guarantee or indemnity in favor of or for the benefit of any Seller or any Related Party of any Seller;

(r) commence, initiate, settle, satisfy, release or forgive any Action that (A) involves or would reasonably be expected to involve payments by any member of the Transferred Entities in excess of S/300,000 individually, or S/900,000 in the aggregate or (B) would impose any material non-monetary obligation or restriction on any member of the Transferred Entities that would continue after the Closing;

(s) incorporate or form any Subsidiaries;

(t) terminate, let lapse or materially amend or modify any insurance policy maintained by the Transferred Entities unless such policy is replaced by a reasonably comparable policy; or

(u) agree, authorize, approve or commit to do any of the foregoing.

Nothing contained in this Agreement shall be construed to give Buyer, directly or indirectly, the right to control any member of the Target Company Group prior to the Closing.

Section 6.02 Access to Information. From the date hereof until the Closing, and subject to compliance with all applicable Laws (including antitrust laws) and the entering into clean team arrangements if so required, Sellers shall, and shall cause the Transferred Entities to, use its commercially reasonable efforts to: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the books and records, contracts, agreements, premises, facilities, assets, and other documents and data related to the Transferred Entities and to employees thereof; (b) furnish Buyer and its Representatives with such financial, operating, and other data and information related to the Transferred Entities as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of the Transferred Entities to cooperate with Buyer in its investigation of the Transferred Entities, including instructing their accountants to give Buyer reasonable access to the accountants’ work papers; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Company or CPAC, as the case may be, under the supervision of such entity’s personnel and in such a manner as not to unreasonably interfere with the normal operations thereof. All requests by Buyer for access pursuant to this Section 6.02 shall be submitted or directed exclusively to Humberto Nadal or such other individuals as Humberto Nadal or the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, the Sellers shall not be required to disclose, or cause CPAC to disclose, any information to Buyer if such disclosure would, based on the advice in writing of Sellers’ outside counsel: (x) jeopardize any attorney-client or other privilege; or (y) contravene any applicable Securities Laws or other applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement; provided that, to the extent such information is not available to Purchaser for a reason described in clauses (x) and (y) of this Section 6.02, the Sellers shall inform Buyer of the general nature of any information withheld pursuant to clauses (x) or (y) and shall use reasonable efforts to make alternative disclosure arrangements to make available to Buyer as much information as reasonably possible related thereto without resulting in the outcomes described in clauses (x) and (y) of this Section 6.02. Prior to the Closing, without the prior written consent of the Sellers, which shall not be unreasonably withheld, delayed or conditioned, Buyer shall not contact any suppliers to, or customers of, any Target Company Group member and Buyer shall have no right to perform invasive, destructive or subsurface investigations of any Target Company Group member’s properties or any other environmental sampling (such as indoor air sampling). Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02.

Section 6.03 Supplement to Disclosure Schedules. If, within thirty (30) days after the date of this Agreement, the Sellers identify a fact, matter or circumstance that was not included on the Disclosure Schedules, the result of which would result in a representation or warranty of the Sellers set forth in Article III or Article IV not to be true and correct as of the date of this Agreement, the Sellers may, by written notice to Buyer, supplement the applicable Disclosure Schedule to make such additions to such Disclosure Schedule as are required to make such representation and warranty of the Sellers true and correct. Any update delivered pursuant to this Section 6.03 shall not (a) cure or waive any breach of a representation or warranty, or waive the rights of any Buyer Indemnified Party under Article VIII, or (b) modify or qualify any representation or warranty for purposes of determining whether the condition to Closing set forth in Section 7.02(a) shall have been satisfied or waived; provided that if any update delivered pursuant to this Section 6.03 discloses a fact, matter or circumstance that would cause a representation or warranty to be inaccurate such that the condition to Closing in Section 7.02(a) would not be satisfied, the Buyer may, at its sole discretion, terminate this Agreement without any Liability to any Person by delivering written notice of termination within ten (10) Business Days of receipt of such update.

Section 6.04 Director and Officer Indemnification and Insurance.

(a) Buyer agrees that all rights to indemnification, advancement of expenses, and exculpation by any Target Company Group member now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of any Target Company Group member, as provided in the certificate of incorporation or by-laws of any Target Company Group member, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.04(a) of the Disclosure Schedules, in each case, with respect to matters occurring prior to the Closing, shall survive the Closing Date and shall continue in full force and effect for a period of six (6) years after the Closing Date in accordance with their respective terms.

(b) The Sellers and Buyer shall cause the Company and CPAC to (i) maintain in effect for a period of six (6) years after the Closing Date, if available, the current policies of directors’ and officers’ liability insurance maintained thereby immediately prior to the Closing Date (provided that such Target Company Group member may substitute therefor policies, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers thereof when compared to the insurance maintained thereby as of the date hereof), or (ii) obtain, as of the Closing Date, “tail” insurance policies with a claims period of six (6) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors and officers of such Target Company Group member when compared to the insurance maintained thereby as of the date hereof, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement).

(c) The obligations of Buyer and the Sellers under this Section 6.04 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.04 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.04 applies shall be third-party beneficiaries of this Section 6.04, each of whom may enforce the provisions of this Section 6.04).

(d) In the event Buyer, the Company, CPAC or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Buyer or the Company, as the case may be, shall succeed to or assume all of the obligations set forth in this Section 6.04.

Section 6.05 Confidentiality.

(a) Buyer acknowledges and agrees that the Confidentiality Agreement remains in full force and effect and, in addition, covenants and agrees to keep confidential, in accordance with the provisions of the Confidentiality Agreement, non-public information provided to Buyer pursuant to this Agreement, in each case, until the Closing, at which time the Confidentiality Agreement and the obligations of Buyer and its Affiliates thereunder shall terminate. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement and the provisions of this Section 6.05 shall nonetheless continue in full force and effect.

(b) From and after the Closing, the Sellers shall, and shall cause their Affiliates and Representatives to, hold in strict confidence and not disclose to any Person or use (without the prior written consent of Buyer), directly or indirectly, any and all non-public documents and non-public information concerning the Transferred Entities and their businesses; provided that the Sellers may disclose such information (a) if required to do so by applicable Law, provided that the Sellers, to the extent legally permitted, promptly notify in writing Buyer in advance of disclosing such information and takes all reasonable steps to minimize the extent of any such required disclosure; (b) to the extent it becomes generally available to the public other than by virtue of a breach of this provision by the Sellers or their Representatives; and (c) in connection with the enforcement of any right or remedy relating to this Agreement. Sellers agree that they will be responsible for any breach or violation of the provisions of this Section 6.05 by any of Sellers’ Affiliates or Representatives.

Section 6.06 Governmental Approval.

(a) Each of Buyer and the Sellers shall use its commercially reasonable efforts to take or cause to be taken, all actions, and cooperate with each other (subject to applicable Law and the terms of this Agreement) in order for the Buyer to obtain, or cause to be obtained, all consents, authorizations, orders, and approvals from all Governmental Authorities that are required for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement. Each party hereto shall, in consultation and cooperation with the other, in order for the Buyer to prepare and file such consents, authorizations, orders, and approvals after the execution of this Agreement, and in any event within twenty (20) Business Days of the date of this Agreement. The parties hereto shall not willfully take any action that would have the effect of materially delaying, impairing, or impeding the receipt of any required consents, authorizations, orders, and approvals under applicable antitrust Laws necessary for the consummation of the transactions contemplated by this Agreement. With regards to the Governmental Approval, Buyer shall (i) not later than twenty (20) Business Days after the execution of this Agreement, make the required filings as required by applicable Law in connection with the obtaining of the Governmental Approval or as required by INDECOPI in connection therewith; and (ii) subject to appropriate confidentiality protections and applicable Law (A) furnish all information reasonably required for the Governmental Approval to be obtained; (B) (x) provide drafts of all documents that are going to be filed prior to submission to the INDECOPI to allow for the Sellers to review and provide suggestions, (y) prior to submission to the INDECOPI, consider in good faith any comments suggested by Sellers and (z) following submission thereof, provide copies of all documents that are going to be filed; (C) keep the Sellers informed of any material communication received, or given to INDECOPI; (D) reasonably consult and cooperate with the Sellers in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals submitted in connection with the Governmental Approval; and (E) not participate independently in any material meeting, or engage independently in any substantive conversation, with INDECOPI, unless prohibited by INDECOPI, without giving the Sellers reasonable prior notice of the existence of the meeting or conversation and, if permitted by INDECOPI, the opportunity to attend or participate. If Sellers Representative identifies to Buyer any information or materials in respect of the Sellers as being confidential or sensitive prior to the time Buyer submits such information or materials to INDECOPI, then Buyer shall request INDECOPI at the time of the submission of such information or materials that such information or materials be classified as confidential information in accordance with INDECOPI’s policies and procedures.

(b) Notwithstanding anything in this Section 6.06 or elsewhere in this Agreement to the contrary, nothing in this Section 6.06 or otherwise in this Agreement shall require Buyer or any Affiliate of Buyer to propose, negotiate, effect or agree (and Sellers shall not, and shall cause the Transferred Entities not to, agree without the prior written consent of Buyer, which may be withheld, conditioned or delayed in Buyer’s sole discretion) to, (i) the sale, divestiture, license or other disposition or holding separate (through establishment of a trust or otherwise) of any assets (whether tangible or intangible) or businesses of Buyer or any Affiliate of Buyer in each case, located or existing outside of the Republic of Peru, (ii) take any action that limits or purports to limit the freedom of action with respect to, or its ability to retain any of the businesses, product lines or assets (whether tangible or intangible) of Buyer or any Affiliate of Buyer, in each case, located or existing outside of the Republic of Peru, (iii) terminate, relinquish, modify or waive existing relationships, ventures, contractual rights, obligations or other arrangements of Buyer or any Affiliate of Buyer, in each case, located or existing outside of the Republic of Peru; (iv) create any relationships, ventures, contractual rights, obligations or other arrangements of Buyer or any Affiliate of Buyer, in each case, outside of the Republic of Peru, or (v) modify or amend this Agreement or any of Buyer’s rights under this Agreement. Nothing herein shall require Buyer or permit Sellers or any of their Subsidiaries (without the prior consent of Buyer) to litigate, or otherwise contest, defend or initiate, any Action (including any judicial or administrative proceeding) against or with any Governmental Authority.

(c) Purchaser and Seller may (x) designate any non-public information to any Governmental Authority as “outside counsel only” and any such information will not be shared with the Representatives of the other party, and (y) redact any valuation and related information before sharing any information provided to any Governmental Authority with the other party on an “outside counsel only” basis. Notwithstanding anything in this Section 6.06 or elsewhere in this Agreement to the contrary, Buyer shall determine, in its sole discretion, the strategy to be pursued for obtaining and lead the effort to obtain all necessary actions or nonactions and consents and authorizations (including the Governmental Approvals) from any Governmental Authorities in connection with this Agreement and the transactions contemplated by this Agreement and the Sellers shall take (or cause to be taken) all reasonable actions to support Buyer in connection therewith.

Section 6.07 Post-Closing Access to Books and Records.

(a) To facilitate the resolution of any claims made against or incurred by the Company prior to the Closing, or for any other reasonable business purpose, for a period of six (6) years after the Closing, Buyer shall:

(i) retain the books and records (including personnel files) of the Company relating to periods prior to the Closing in existence at the Closing that are required to be retained under current written retention policies of the Company; and

(ii) upon reasonable advance notice and under the supervision of Buyer’s or its Affiliate’s personnel afford the Sellers Representative, at the Sellers’ expense, reasonable access (including the right to make photocopies), during normal business hours and in a manner as to not to unreasonably interfere with the operations of the Company, to such books and records.

(b) Notwithstanding anything to the contrary contained in this Section 6.07, Buyer shall not be obligated to provide Sellers Representative with access to any books or records (including personnel files) pursuant to this Section 6.07 (A) where such access would (i) violate or conflict with any Law, fiduciary duty or binding agreement, (ii) jeopardize any attorney-client or other privilege, or (iii) result in the disclosure of competitively sensitive information; or (B) in connection with any Action in which the parties hereto or their respective Affiliates’ interests are adverse to one another.

Section 6.08 Closing Conditions; Third-Party Consents.

(a) From the date hereof until the Closing, subject to the terms (including Section 6.06) and conditions of this Agreement, each party hereto shall use commercially reasonable efforts to take such actions as are necessary to satisfy the closing conditions set forth in Article VII hereof prior to the Drop Dead Date.

(b) Sellers shall, and shall cause each Transferred Entity to, use its commercially reasonable efforts to obtain all necessary consents, approvals or waivers required to be obtained by the Transferred Entities from Third Parties in connection with this Agreement and the transactions contemplated by this Agreement, including the consents, approvals and waivers listed on Section 6.08(b) of the Disclosure Schedule. Buyer shall be provided the opportunity to review and comment on the form of such consents, approvals and waivers within a reasonable period of time prior to distribution to such Third Parties and the Sellers shall keep Buyer reasonably advised of the status of any such consents, approvals or waivers. None of Sellers or Transferred Entities shall accept or agree to any consent, approval or waiver conditioned on the undertaking of any obligations by Buyer, its Affiliates or the Transferred Entities (whether in the form of payment, non-monetary consideration, a guarantee, any other agreements or otherwise) without the prior written consent of Buyer.

Section 6.09 Public Announcements. Unless otherwise required by applicable Law, any Governmental Authority (including the SEC) or any stock exchange requirements (based upon the reasonable advice of outside counsel, and in which case the disclosing party shall, to the extent practicable, provide the other parties with the opportunity to review and comment in advance of such disclosure), no party to this Agreement shall, directly or indirectly, make or issue any press release or public announcements or statements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other parties (which consent shall not be unreasonably withheld, conditioned, or delayed), and the parties shall reasonably cooperate as to the timing and contents of any such press release or announcement.

Section 6.10 Leakage. Each of the Sellers acknowledges and agrees that no Leakage shall occur during the period between the date of this Agreement and the Closing Date. Without limiting the generality of the foregoing (including any indemnification rights of Buyer under this Agreement in connection with any Leakage), from the date of this Agreement until the Closing, the Sellers shall give prompt written notice (and in no event later than five (5) Business Days) to Buyer of the existence of any Leakage of which it becomes aware (“Discovered Leakage”).

Section 6.11 Further Assurances. Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to, without any additional consideration, use its reasonable best efforts to promptly execute and deliver such additional documents, instruments, certificates, public deeds, conveyances, and assurances, and take such further actions as may be reasonably required or necessary to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

Section 6.12 Tax Matters.

(a) Sellers shall prepare and file, or cause to be prepared and filed, when due all Tax Returns required to be filed by the Company prior to the Closing Date (“Pre-Closing Returns”) and shall timely pay all Taxes shown thereon. Such Pre-Closing Returns shall be prepared on a basis consistent with those prepared for prior Taxable periods unless a different treatment of any item is required by applicable Tax Law. Buyer shall prepare and file, or cause to be prepared and filed all Tax Returns of the Company other than Pre-Closing Returns. With respect to Income Tax Returns which are required to be prepared and filed by Buyer after the Closing Date and which relate to Pre-Closing Tax Periods (including Straddle Periods), Buyer shall deliver each such Income Tax Return to the Sellers for its review and comment at least thirty (30) days prior to the applicable filing deadline (or as soon as reasonably practicable in advance of the applicable filing deadline, but in no event less than ten (10) days prior to the applicable filing deadline) and shall take into account in good faith any comments timely provided by Sellers with respect thereto. Buyer shall pay all Income Taxes shown thereon and Sellers shall remit to Buyer within five (5) days after the filing of such Tax Returns the full amount of the Income Taxes shown as due thereon (or the portion of the Income Taxes shown thereon attributable to the Pre-Closing Tax Period in the case of a Straddle Return, with such portion determined in accordance with Section 6.12(d)).

(b) Other than any credit or other commercial agreement entered into in the ordinary course of business, the principal purpose of which is not the allocation of Taxes, all Tax Sharing Agreements with respect to or involving the Company shall be terminated as of the Closing Date and, from and after the Closing Date, neither Sellers nor the Company shall be obligated to make any payment to any Person pursuant to any such Tax Sharing Agreements or other agreement or arrangement, and all other rights and obligations resulting from any such agreement or arrangement shall cease.

(c) If the Company is permitted but not required under applicable Income Tax Laws to treat the Closing Date as the last day of a taxable period, then the parties hereto shall treat that day as the last day of a taxable period.

(d) For purposes of determining Taxes which are Pre-Closing Taxes, in the case of Taxes arising in any taxable period that includes, but does not end on, the Closing Date (a “Straddle Period”), the amount of any Taxes based upon the income, sales, margins or receipts and any other similar Taxes, attributable to the portion of the Pre-Closing Tax Period shall be determined on the basis of an interim closing of the books as of the close of business on the Closing Date, and the amount of property, ad valorem or similar Taxes attributable to the Pre-Closing Tax Period shall equal the amount of such Tax that would apply for the entire Straddle Period if the results for the portion of the Pre-Closing Tax Period prior to the Closing Date determined from such interim closing were annualized multiplied by a fraction, the numerator of which is the number of days in the Straddle Period ending on and including the Closing Date, and the denominator of which is the total number of days in the Straddle Period, less the amount of any Taxes already paid by the Company during the portion of the Straddle Period ending on the Closing Date. No later than five (5) Business Days prior to the due date (including extensions) of a Tax Return that relates to any Pre-Closing Taxes, Sellers shall pay to Buyer the portion of Taxes shown as due on such Tax Return of the Company that are Pre-Closing Taxes. Tax deductions of the Company (including those attributable to depreciation, amortization, capitalized fees, interest and original issue discount) (the “Transaction Tax Deductions”), which arise out of or relate to the following shall be allocated to Pre-Closing Tax Periods and be reflected on the Pre-Closing Income Tax Returns of the Company to the extent permitted by applicable Law to be deducted in a Pre-Closing Tax Period (determined on at least at a “more likely than not” or higher comfort level): (i) capital expenditures made by the Company on or before the Closing Date, and (ii) payment of any Company Financial Indebtedness (including deductions attributable to capitalized fees, interest and original issue discount) on or around the Closing Date. For clarity, the cost recovery deductions or allowances in respect of such capital expenditures or payment required by applicable Law to be deducted in a Post-Closing Tax Period shall not constitute Transaction Tax Deductions.

(e) After the Closing, Sellers and Buyer shall cooperate, as and to the extent reasonably requested by the other party, and shall use commercially reasonable efforts to cause their respective Affiliates to cooperate with the Company, and with each other, in connection with the preparation of any Tax Return, any refund claim or any Tax audits, Tax disputes or administrative, judicial or other proceedings related to any Taxes (each, a “Tax Controversy”) with respect to the activities or filings of the Company. Such cooperation shall include the retention and (upon the other party’s reasonable request) the provision of records and information, including work papers of the Company and its auditors. For the avoidance of doubt, nothing in this Agreement (including Section 6.12) shall require Buyer to provide or make available any consolidated, affiliated, combined, unitary or similar Tax Return that includes Buyer or any of its Affiliates (other than the Company) to any Person.

(f) If, after the Closing Date, the Company, Buyer or Sellers receive any document with respect to the Tax matters of the Company that could affect the other parties, the party receiving such document shall supply a copy of such document to the potentially affected party within seven (7) days of receipt. For this purpose, such Tax documents shall include requests for information, notices of proposed adjustment, revenue agent’s reports or similar reports and notices of deficiency. Any information provided or obtained under this paragraph shall be kept confidential, except as may otherwise be necessary in connection with the filing of a Tax Return, refund claims, or any Tax Controversy, or as required by applicable Law.

(g) After the Closing Date, Sellers shall have the right to control at its expense, any Tax Controversies that relate exclusively to Pre-Closing Taxes for which Sellers are liable under this Agreement (“Seller-Controlled Tax Controversy”), to employ counsel and other advisors of Sellers’ choice at Sellers’ expense and to control the conduct of such Seller-Controlled Tax Controversy, including settlement or other disposition thereof; provided, however, that Buyer shall have the right to participate in (but not control) any such Seller-Controlled Tax Controversy that may adversely affect the Company or the Buyer for any periods ending after the Closing Date at Buyer’s own expense. Sellers may pursue or forego any and all administrative appeals, proceedings, hearing and conferences with any Tax Authority with respect to such Seller-Controlled Tax Controversies, and may initiate any claim for refund, file any amended return, or take any other action which is deemed appropriate by Sellers with respect to such Seller-Controlled Tax Controversies; provided however that (i) such actions do not materially adversely affect the Company or the Buyer (ii) Sellers shall keep the Buyer reasonably informed regarding any such Seller-Controlled Tax Controversies, and (iii) no settlement or other disposition of any claim for Tax which could increase Taxes of the Company or the Buyer in any Post-Closing Tax Period shall be agreed to without the Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, any Tax Controversy (or portion of a Tax Controversy) that relates to a Straddle Period shall not be a Seller-Controlled Tax Controversy and Buyer shall have sole and exclusive control over the conduct of any such Tax Controversy in accordance with clause (h) of this Section 6.12.

(h) The Buyer shall have the right to control, in its sole discretion, the conduct of any Tax Controversy that is not a Seller-Controlled Tax Controversy (“Buyer-Controlled Tax Controversy”). To the extent a Buyer-Controlled Tax Controversy relates to more than a de minimis amount of Taxes for which the Sellers are required to indemnify the Buyer pursuant to this Agreement, the Buyer shall allow the Sellers to participate in any such proceeding at the sole cost and expense of Seller. Buyer shall keep Sellers reasonably informed regarding any such Buyer-Controlled Tax Controversies; and Buyer shall not settle or otherwise dispose of the Tax Controversy (to the extent such settlement or compromise would result in an increase in Taxes for which the Sellers are required to indemnify the Buyer pursuant to this Agreement) without the Sellers’ consent, which shall not be unreasonably withheld, conditioned or delayed.

(i)  All refunds of Income Taxes of the Company received by the Company prior to Closing or Taxes paid by Sellers after Closing pursuant to the terms of this Agreement, in each case, in respect of a Pre-Closing Tax Period (or of Income Taxes relating to the portion of a Straddle Period ending on the Closing Date as determined in accordance with the same principles provided for in Section 6.12(d)) (whether in the form of cash received by the Company after Closing or a credit or offset against Taxes otherwise payable in respect of a Post-Closing Tax Period) shall be the property of Sellers except to the extent such refund of Income Taxes was included as an asset in determining the Purchase Price. Buyer shall cooperate with Sellers in the filing of any claim for a refund of Taxes to which Sellers is entitled pursuant to this Agreement. To the extent that Buyer or the Company realizes a refund that is the property of Sellers, Buyer shall pay the amount of such refund (and interest received from the applicable Tax Authority net of any Income Tax arising from the receipt of such interest if a deduction is not allowed for the payment of such interest over to Sellers) to Sellers by wire transfer of immediately available funds to an account or accounts designated in writing by Sellers. The amount due to Sellers shall be payable ten (10) days after receipt of the refund from the applicable Tax Authority (or, if the refund is in the form of credit or offset, ten (10) days after the due date of the Tax Return claiming such credit or offset). Notwithstanding the foregoing, Buyer shall not be required to pay any amount to Sellers with respect to a Tax refund pursuant to this Section 6.12(h) to the extent such refund is attributable to the carrying back of any net operating loss deduction or similar Tax attribute that was realized in a taxable period or portion thereof beginning after the Closing Date.

(j) Buyer shall not, in each case without the prior written consent of Sellers, (i) amend or permit the amendment of any Tax Return of the Company for a Pre-Closing Tax Period or Straddle Period, (ii) waive or permit to be waived any limitations period with respect to such Tax Returns, (iii) make or permit to be made any Tax election with respect to the Company that has retroactive effect to any Pre-Closing Tax Period or Straddle Period, (iv) take any action outside of the ordinary course of business on the Closing Date, or (v) carry back any net operating loss from a period commencing after the Closing Date to any Pre-Closing Tax Period.

Section 6.13 Transfer Taxes. All Transfer Taxes incurred in connection with this Agreement shall be borne by each party hereto in accordance with applicable Law. For the avoidance of doubt, the Peruvian Tax on Financial Transactions (Impuesto a las Transacciones Financieras or ITF, per its Spanish acronym) does not constitute a Transfer Tax. Any ITF applicable to the payment of the Purchase Price, shall, in accordance with applicable Law, be borne exclusively by the Sellers. If a Seller is required by Law to file any Tax Return or other documentation in respect of a Transfer Tax, such Seller shall prepare and file such Tax Return and pay the amount shown as due thereon. If Buyer is required by Law to file any Tax Return or other documentation in respect of a Transfer Tax, Buyer shall prepare and file such Tax Return and pay the amount shown as due thereon with the amount withheld from such Seller, if applicable. At the request of Sellers, Buyer shall reasonably cooperate in making any filings required in order to obtain a refund for any Transfer Tax incurred in connection with the transactions contemplated by this Agreement. Any refunds of Transfer Taxes paid by Sellers shall be for the account of Sellers. To the extent permitted under applicable Law, Buyer shall cooperate with Sellers as reasonably requested by Sellers in order to minimize or avoid Transfer Taxes arising out of the transactions contemplated by this Agreement.

Section 6.14 Release.

(a) Except as provided in Section 6.14(f) below, effective as of the Closing, the Buyer, on behalf of itself and its Affiliates (including the Transferred Entities after the Closing) and their officers, directors, employees, agents, successors, and assigns (collectively, the “Buyer Releasing Parties”), releases the Sellers and, in their capacities as such, each of their respective officers, directors, partners, members, managers, shareholders, Affiliates (excluding the Transferred Entities after Closing), agents, attorneys, employees, predecessors, successors, heirs and assigns (collectively, the “Seller Released Parties”) from any and all controversies, disputes, claims, cross-claims, counter-claims, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or obligation or liability (whether absolute or contingent, asserted or unasserted, known or unknown, liquidated or unliquidated, due or to become due, fixed or unfixed), of any nature whatsoever in law and in equity, past and present and whether known or unknown, suspected, or claimed against any of its, his or her Seller Released Parties that such Buyer Releasing Party, or any officer, director, manager, trustee, spouse, heir, executor, administrator, successor or assign of such Buyer Releasing Party, has or may have, which (i) arise out of or are connected with any Target Company Group member and (ii) relate to any circumstance, agreement, activity, action, omission, event or matter occurring or existing on or prior to the date of this Agreement (all of the foregoing collectively referred to herein as such Buyer Releasing Party’s “Seller Released Claims”); provided, however, the Seller Released Claims do not include (A) the rights of the Buyer or any Buyer Releasing Party under this Agreement or the Escrow Agreement, (B) claims against any Seller Released Party for Fraud, (C) claims against any directors, managers or officers of any Transferred Entity concerning any willful misconduct or any counterclaims against such Person in respect of any requests for indemnification by such Person, or (D) any rights to indemnification as a result of such Buyer Releasing Party’s service as an officer, manager or director of any Transferred Entity pursuant to (x) the organizational documents of such entity, (y) applicable Law and (z) any directors’ and officers’ liability or similar insurance policy maintained by such entity.

(b) Except as provided in Section 6.14(f) below, effective as of the Closing, each Seller, on behalf of itself and its officers, directors, employees, agents, successors, and assigns (collectively, the “Seller Releasing Parties”), releases Buyer and each Transferred Entity and, in their capacities as such, each of their respective officers, directors, partners, members, managers, shareholders, Affiliates, agents, attorneys, employees, predecessors, successors, heirs and assigns (collectively, the “Buyer Released Parties”) from any and all controversies, disputes, claims, cross-claims, counter-claims, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or obligation or liability (whether absolute or contingent, asserted or unasserted, known or unknown, liquidated or unliquidated, due or to become due, fixed or unfixed), of any nature whatsoever in law and in equity, past and present and whether known or unknown, suspected, or claimed against any of its, his or her Buyer Released Parties that such Seller Releasing Party, or any officer, director, manager, trustee, spouse, heir, executor, administrator, successor or assign of such Seller Releasing Party, has or may have, which (i) arise out of or are connected with any Target Company Group member, and (ii) relate to any circumstance, agreement, activity, action, omission, event or matter occurring or existing on or prior to the date of this Agreement (all of the foregoing collectively referred to herein as such Seller Releasing Party’s “Buyer Released Claims”); provided, however, the Buyer Released Claims do not include (A) the rights of the Sellers under this Agreement or the Escrow Agreement, (B) claims against any Buyer Released Party for Fraud, (C) claims against any directors, managers or officers of any Transferred Entity concerning any willful misconduct prior to the Closing or any counterclaims against such Person in respect of any requests for indemnification by such Person, or (D) any rights to indemnification as a result of such Seller Releasing Party’s service as an officer, manager or director of any Transferred Entity prior to the Closing pursuant to (x) the organizational documents of such entity, (y) applicable Law and (z) any directors’ and officers’ liability or similar insurance policy maintained by such entity.

(c) Each Buyer Releasing Party and Seller Releasing Party acknowledges and intends that such Buyer Releasing Party’s and Seller Releasing Party’s execution and delivery of this release shall be effective as a bar to each and every one of the Buyer Released Claims or Seller Released Claims, as applicable, and expressly consents and agrees that this release shall be given full force and effect according to each and all of its express terms and provisions.

(d) Each Buyer Releasing Party and Seller Releasing Party hereby covenants not to sue or to institute or cause to be instituted any proceeding or any court or other tribunal against the Buyer Released Parties or the Seller Released Parties, as applicable, that is related directly or indirectly to any of the matters released in this Section 6.14. If any Buyer Releasing Party or Seller Releasing Party sues or otherwise institutes any such proceeding, that proceeding shall be dismissed upon presentation of this Agreement to the applicable agency, court or tribunal.

(e) Each Buyer Releasing Party and Seller Releasing Party agrees that if such Buyer Releasing Party or Seller Releasing Party violates any provision of this Agreement, such Buyer Releasing Party or Seller Releasing Party will pay all costs and expenses of defending against any related or resulting suit or other proceeding incurred by his, her or its Buyer Released Parties or Seller Released Parties, as applicable, including reasonable attorneys’ fees.

(f) Notwithstanding the foregoing, nothing herein shall operate to impair the rights and obligations under, or prevent any Buyer Releasing Party or Seller Releasing Party from asserting any claim against any Buyer Released Party or Seller Released Party that such Buyer Releasing Party or Seller Releasing Party may have, if any, arising under, this Agreement.

Section 6.15 Escrow Accounts.

(a) As promptly as practicable after the date hereof, the Sellers Representative and the Buyer shall negotiate in good faith, and reasonably agree, the Escrow Agreement with the Escrow Agent.

(b) On the twelfth (12th) month anniversary of the Closing Date, an amount equal to S/27,755,550 (minus any portion of the Escrow Funds claimed by or already paid to any Buyer Indemnified Party pursuant to claims made under this Agreement, including any such claims not fully resolved prior to such date) shall be released to Sellers Representative in accordance with the terms of this Agreement and the Escrow Agreement.

(c) On the fifteenth (15th) month anniversary of the Closing Date, the remaining Escrow Funds (minus the aggregate amount claimed by any Buyer Indemnified Party pursuant to claims made under this Agreement and not fully resolved prior to such date) shall be released to Sellers Representative in accordance with the terms of this Agreement and the Escrow Agreement.

(d) Sellers Representative shall distribute to each of the Sellers a portion of any funds released from the Escrow Account in accordance with the Consideration Spreadsheet.

(e) Any distributions to Buyer or Sellers Representative from the Escrow Account shall be made pursuant to joint written instructions of Buyer and Sellers Representative to the Escrow Agent instructing the Escrow Agent to make such distribution in accordance with the terms of this Agreement and the Escrow Agreement.

Section 6.16 Release of the Pledge Agreement.

(a) At or prior to Closing:

(i) the Company and Banco de Credito del Perú shall have duly executed the public deeds (escrituras públicas) of the termination to the Pledge Agreement in form and substance satisfactory to Buyer; and

(ii) the Company shall have filed the termination to the Pledge Agreement for registration with the applicable Peruvian Public Registry and delivered to Buyer satisfactory evidence of such filing.

(b) as soon as practicable after the filing set forth in Section 6.16(a)(i) above, and in no event (i) after five (5) Business Days thereof, the Sellers Representative shall provide Buyer evidence of termination of the Pledge Agreement duly registered in the electronic record of CAVALI S.A. I.C.L.V and (ii) after thirty (30) Business Days thereof, the Sellers Representative shall provide the Buyer evidence of termination to the Pledge Agreement duly registered in the applicable Peruvian Public Registry, provided that said thirty (30)-Business Day period shall be automatically extended by an additional thirty (30) Business Days (or such longer period as may be agreed to by the Buyer in writing) in the event that the Sellers receive comments (observaciones) from the applicable Peruvian Public Registry with respect to the termination to the Pledge Agreement.

(c) The Company shall be solely responsible for obtaining the necessary registrations for the termination of the Pledge Agreement and for covering all related costs, including, but not limited to, notarial and registration fees.

Section 6.17 Subsequent Tender Offer.

(a) The Buyer hereby undertakes that it shall not, prior to the Closing, launch or attempt to launch a public tender offer (Oferta Pública de Adquisición Previa – OPA Previa) for the shares of CPAC.

(b) The Buyer acknowledges and agrees to its obligation to carry out and complete a Subsequent Tender Offer in compliance with Securities Law, undertaking to fulfill such obligation within the maximum period established by said law.

(c) The parties acknowledge and agree that the obligation to launch the Subsequent Tender Offer under the terms of this Agreement and applicable regulations is the sole responsibility of the Buyer. For the avoidance of doubt, neither the Seller nor its Affiliates shall have any direct or indirect liability in connection with the obligation to launch and complete the Subsequent Tender Offer.

(d) The Buyer undertakes to assume any liability and to indemnify and fully hold harmless the Seller and its Affiliates, as well as their respective officers and directors, from any damages they may suffer as a result of any breach by the Buyer and for any reason related to its obligation to carry out and complete the Subsequent Tender Offer in accordance with the Securities Law and the provisions of this clause (d).

Section 6.18 Non-Solicitation.

(a) From the Closing Date until the second (2nd) anniversary of the Closing Date (the “Restricted Period”), each Seller shall not, and each Seller shall cause each of its Affiliates not to, without the prior written consent of the Buyer, directly or indirectly, solicit or attempt to solicit for employment or employ or engage as a consultant or otherwise enter into any similar contractual arrangement with any Person of the Transferred Entities (i) who has the title of executive (gerente) (or equivalent role) or higher, or (ii) is listed in Section 6.18(a) of the Disclosure Schedule, or encourage any such Person to leave the employment of the Transferred Entities; p rovided, that the foregoing will not prohibit any Seller or any of its Affiliates from (i) making a general offer of employment to the public through advertisement or similar means that is not targeted or specifically directed towards employees of the Transferred Entities, or (ii) soliciting, employing or engaging as a consultant any employees or consultants who have been terminated by a Target Company Group (other than a termination for cause).

(b) It is agreed and understood that the actions by the Sellers set forth in Section 6.18(b) of the Disclosure Schedules shall not constitute a breach of this Section 6.18.

(c) The parties hereto acknowledge that the restrictions set forth in this Section 6.18 are reasonable in scope and duration. The parties hereto further acknowledge that the restrictions set forth in this Section 6.18, including with respect to scope and duration, are necessary, reasonable and fair in all respects to protect Buyer’s significant investment in the business, including its goodwill, and that Buyer would not enter into this Agreement without the restrictions contained in this Section 6.18. It is the desire and intent of the parties hereto that the provisions of this Section 6.18 be enforced to the fullest extent permissible under applicable Law. It is expressly further understood and agreed that although Seller and Buyer consider such covenants to be necessary, fair and reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or any other restriction contained in Section 6.18 is an invalid or unenforceable restriction against Seller or any of its Affiliates, the provisions of Section 6.18 shall not be rendered void but shall be deemed amended to apply to such maximum time and to such maximum extent as such court may judicially determine or indicate to be enforceable. Therefore, the parties hereto agree that money damages would not be a sufficient remedy for any threatened or actual breach of Section 6.18 by Sellers, and that, in addition to all other remedies it may be entitled to, Buyer shall be entitled to seek specific performance, or injunctive or other equitable relief, as a remedy for any such breach. in order to enforce or prevent any breach of this Section 6.18 without the requirement of posting a bond, other security or any similar requirement. The time period that Section 6.18 shall be in effect shall be extended by the length of any period during which Seller or any of its Affiliates is in breach of the terms of Section 6.18.

Section 6.19 Treatment of Existing Debt.

(a) Prior to the Closing, the Sellers shall, and shall cause the Target Company Group and its and their respective Representatives to, use their reasonable best efforts to deliver any notification to, obtain any consent, approval or waiver from, and execute and deliver any amendment, modification or agreement reasonably required or requested by, (i) the lenders under the Existing Loan Agreement, pursuant to the terms of the Existing Loan Agreement, and (ii) any other lenders or counterparties under any other borrowing arrangements of the Target Company Group, in each case, in connection with the execution, delivery and performance of this Agreement by the Sellers and Buyer and the consummation of the transactions contemplated by this Agreement (collectively, the “Lender Consents”). The Sellers shall be solely responsible for the payment, at, prior to or after the Closing, of any fees, costs or expenses incurred or required to be paid arising out or relating to the Lender Consents. The Sellers shall, and shall cause the Target Company Group and its and their respective Representatives to, use their commercially reasonable efforts to (A) deliver any notification to the trustee or the bondholders of the Existing Bonds that is required or advisable under the Existing Bonds Indenture and (B) obtain an opinion from the relevant risk classification agencies confirming that the Existing Bonds will not be downgraded as a result of the consummation of the transactions contemplated by this Agreement.

(b) Without limiting the foregoing, the Sellers and Buyer shall reasonably cooperate with each other with respect to customary actions for transactions of this type that are reasonably requested by Buyer to be taken by the Sellers or the Target Company Group under the Existing Loan Agreement in connection with the transactions contemplated by this Agreement. Buyer shall be provided the opportunity to review and comment on the form of such consents, approvals and waivers within a reasonable period of time prior to distribution to such Third Party and the Seller shall keep Buyer reasonably advised of the status of any such consents, approvals or waivers. None of Sellers or Transferred Entities shall accept or agree to any consent, approval or waiver conditioned on the undertaking of any obligations by Buyer, its Affiliates or the Transferred Entities (whether in the form of payment, non-monetary consideration, a guarantee, any other agreements or otherwise) without the prior written consent of Buyer.

(c) The Sellers shall use commercially reasonable efforts to obtain (or cause to be obtained) prior to the Closing written confirmation from the relevant risk classification agencies that the consummation of the transactions contemplated by this Agreement will not result in a downgrade of the Existing Bonds.

ARTICLE VII

CONDITIONS TO CLOSING

Section 7.01 Conditions to Obligations of All Parties. The obligations of each party hereto to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:

(a) (i) The consent of the INDECOPI under the Merger Control Law shall have been received without any conditions and shall be in full force and effect or (ii) such approval having been deemed to have been granted by virtue of the applicable statutory waiting period having expired ((i) and (ii) individually or jointly, the “Governmental Approval”).

(b) No Governmental Authority shall have enacted, issued, promulgated, enforced, or entered any Law or Governmental Order (whether temporary, preliminary or permanent) which is in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise enjoining, restraining or prohibiting the consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.

(c) The Company and Sellers shall have received all consents, authorizations, orders, and approvals from the Governmental Authorities referred to in Section 3.05 and Buyer shall have received all consents, authorizations, orders, and approvals from the Governmental Authorities referred to in Section 5.02, in each case, in form and substance reasonably satisfactory to Buyer and the Company, and no such consent, authorization, order, and approval shall have been revoked.

Section 7.02 Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment (or at Buyer’s sole discretion, Buyer’s written waiver), at or prior to the Closing, of each of the following conditions:

(a) (i) The Sellers’ Fundamental Representations shall be true and correct in all respects at and as of the date hereof and at and as of the Closing Date as if made on and as of the Closing Date (other than Sellers’ Fundamental Representations that are made as of a specific date, which Sellers’ Fundamental Representations shall have been true and correct, in each case, as of such date), and (ii) all representations and warranties contained in Article III and Article IV (other than the Sellers’ Fundamental Representations) shall be true and correct at and as of the date of this Agreement and at and as of the Closing Date as if made on and as of the Closing Date (other than such other representations and warranties that are made as of a specific date, which representations and warranties shall have been true and correct, in each case, as of such date), in each case, except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect, and in each case, disregarding any limitations or qualifications as to “materiality” (including the word material), “Material Adverse Effect” or words of like meaning set forth therein.

(b) Each Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by them prior to or on the Closing Date. The Sellers shall have delivered the Consideration Spreadsheet contemplated in Section 2.05(a) to Buyer.

(c) From and after the date of this Agreement, there shall not have occurred any Material Adverse Effect.

(d) The Sellers shall have delivered, or caused to be delivered, to Buyer the new stock certificate evidencing the Shares in the name of the Buyer, free and clear of all Encumbrances.