American Depositary Share Letter of Transmittal to Tender American Depositary Shares
This document relates to an offer to purchase your ADSs (as defined below) for cash, dated October 22, 2026 (together with any amendments or supplements thereto, the “Offer to Purchase”) by Inversiones ASPI S.A., a Peruvian sociedad anónima (“Purchaser” or “ASPI”), a direct, majority-owned subsidiary of Holcim Ltd, a Swiss limited company (“Holcim”). Purchaser is offering to purchase any and all of the outstanding common shares, par value S/ 1.00 per share (each, a “Common Share,” and collectively, the “Common Shares”) (other than Common Shares owned by Holcim and its affiliates), of Cementos Pacasmayo S.A.A., a publicly-held corporation (sociedad anónima abierta) organized under the laws of Peru (the “Company”), including Common Shares represented by American Depositary Shares (each of which represents five Common Shares) (each, an “ADS,” and collectively, the “ADSs”), delivered by JPMorgan Chase Bank, N.A., acting as depositary (“ADS Depositary”), pursuant to that certain Deposit Agreement, dated as of February 7, 2012, and amended on each of February 21, 2017 and December 4, 2020, among the Company, the ADS Depositary and the holders from time to time of ADSs issued thereunder, through concurrent tender offers in Peru and in the United States.
Purchaser is offering to purchase Common Shares from U.S. holders (within the meaning of Rule 14d-1(d) under the U.S. Securities Exchange Act of 1934, as amended, which defines a U.S. holder as “any security holder resident in the United States”), and ADSs from all holders, wherever located, for S/ 8.93 per Common Share and S/ 44.65 per ADS, in each case, payable to the seller in cash, without interest, less any withholding taxes that may be applicable (see “The U.S. Offer - Terms of the U.S. Offer - Material Terms - Consideration and Payment” of the Offer to Purchase), upon the terms and subject to the conditions set forth in the Offer to Purchase and this American Depositary Share Letter of Transmittal (together with any amendments or supplements thereto, the “ADS Letter of Transmittal,” and together with the Offer to Purchase and other related materials, as each may be amended or supplemented from time to time, the “U.S. Offer”).
Capitalized terms used in this ADS Letter of Transmittal and not otherwise defined herein have the meanings ascribed to them in the Offer to Purchase.
THIS ADS LETTER OF TRANSMITTAL MAY BE USED BY REGISTERED HOLDERS OF ADSs TO TENDER ADSs AND BY U.S. HOLDERS OF COMMON SHARES TO TENDER INTO THE U.S. OFFER.
You should use this ADS Letter of Transmittal if you are a registered holder of American Depositary Receipts evidencing ADSs or uncertificated ADSs on the books of the ADS Depositary pursuant to the procedures set forth in the Offer to Purchase (see “The U.S. Offer - Procedures for Tendering into the U.S. Offer - Tender of ADSs” of the Offer to Purchase).
U.S. holders of Common Shares that wish to participate in the U.S. Offer may, pursuant to the instructions contained in the Offer to Purchase, deposit their Common Shares for issuance of ADSs that will be tendered into the U.S. Offer. U.S. holders of Common Shares who hold such shares through a broker, dealer, commercial bank, trust company, custodian or other nominee should contact their broker, dealer, commercial bank, trust company, custodian or other nominee in order to tender their Common Shares in the U.S. Offer (see “The U.S. Offer - Procedures for Tendering into the U.S. Offer - Tender of Common Shares” of the Offer to Purchase). Note that local custodians and securities intermediaries are likely to establish cut-off times and dates that are earlier than 4:00 p.m., New York City time, on November 20, 2026, or the latest time and date at which the U.S. Offer will expire if the U.S. Offer is extended (the “Expiration Date”) for receipt of instructions to tender Common Shares and may charge a transaction or service fee. You should consult your local custodian or securities intermediary to determine the cut-off time and date applicable to you, and whether you will be charged any transaction or service fee.
U.S. holders of Common Shares will not be responsible for any fees relating to the deposit of Common Shares with the ADS Depositary for issuance of ADSs to be tendered into the U.S. Offer or any fees relating to the subsequent cancellation of the ADSs purchased pursuant to the U.S. Offer.
The instructions set forth in the Offer to Purchase and this ADS Letter of Transmittal should be read carefully before this ADS Letter of Transmittal is completed.
Purchaser is not providing for guaranteed delivery procedures. Therefore, you may not accept the U.S. Offer by delivery of a notice of guaranteed delivery. The only methods for accepting the U.S. Offer are the procedures set forth in the Offer to Purchase (see “The U.S. Offer - Procedures for Tendering into the U.S. Offer” of the Offer to Purchase).
This tender of ADSs (including Common Shares deposited for issuance of ADSs as described above) is made subject to all the terms and conditions of the U.S. Offer, and the undersigned hereby makes, for itself, and, if it is