
1. | If you are a U.S. holder of Common Shares that are not represented by ADSs and if you intend to tender all or any portion of such Common Shares into the U.S. Offer, you must deposit your Common Shares for issuance of ADSs (each of which will represent five Common Shares) 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. 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 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. |
2. | Except as otherwise set forth in this Offer to Purchase, 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. |
3. | If you are a registered holder of American Depositary Receipts (“ADRs”) evidencing ADSs, you should properly complete and duly execute the accompanying ADS Letter of Transmittal, which is also available from the Information Agent, and all other documents required by the ADS Letter of Transmittal, and you should timely submit these documents bearing your original signature, together with your ADRs evidencing the ADSs that you intend to tender, to Computershare Trust Company, N.A., as the U.S. Tender Agent at the address set forth on the back cover of this Offer to Purchase, such that the U.S. Tender Agent receives these documents before 4:00 p.m., New York City time, on the Expiration Date. Note that, in some circumstances, |
4. | If you are a registered holder of uncertificated ADSs on the books of the ADS Depositary, you must properly complete and duly execute the accompanying ADS Letter of Transmittal, which is also available from the Information Agent, and deliver it bearing your original signature, together with all other documents required by the ADS Letter of Transmittal, to the U.S. Tender Agent at the address set forth on the back cover of this Offer to Purchase, such that the U.S. Tender Agent receives these documents before 4:00 p.m., New York City time, on the Expiration Date. Note that, in some circumstances, your signature on the ADS Letter of Transmittal must be guaranteed by a Medallion Guarantee. |
5. | If you hold ADSs through a broker or other securities intermediary, you must contact such securities intermediary and have such securities intermediary tender your ADSs on your behalf through The Depository Trust Company (“DTC”). In order for a book-entry transfer to constitute a valid tender of your ADSs into the U.S. Offer, the ADSs must be tendered by your securities intermediary before 4:00 p.m., New York City time, on the Expiration Date. Further, before 4:00 p.m., New York City time, on the Expiration Date, the U.S. Tender Agent must receive (a) a confirmation of such tender of the ADSs and (b) a message transmitted by DTC which forms part of a book-entry confirmation and states that DTC has received an express acknowledgment from the participant tendering the ADSs that are the subject of such book-entry confirmation stating that such participant has received, and agrees to be bound by, the terms of this Offer to Purchase and the ADS Letter of Transmittal, and that Purchaser may enforce such agreement against such participant. DTC, participants in DTC and other securities intermediaries are likely to establish cut-off times and dates that are earlier than 4:00 p.m., New York City time, on the Expiration Date for receipt of instructions to tender ADSs. Note that if your ADSs are held through a broker or other securities intermediary and your securities intermediary tenders your ADSs as instructed by you, your securities intermediary may charge you a transaction or service fee. You should consult your securities intermediary to determine the cut-off time and date applicable to you, and whether you will be charged any transaction or service fee. |
• | the U.S. Offer, which is open to all U.S. holders (within the meaning of Rule 14d-1(d) under the Exchange Act, which defines a U.S. holder as “any security holder resident in the United States”) of Common Shares, and to all holders of ADSs, wherever located; and |
• | the Peru Offer, which is open to all holders of Common Shares, wherever located. |
• | The U.S. Offer is only for U.S. holders (within the meaning of Rule 14d-1(d) under the Exchange Act, which defines a U.S. holder as “any security holder resident in the United States”) of Common Shares, and for ADS holders, wherever located. The Peru Offer is open to all holders of Common Shares, wherever located. Pursuant to Peruvian law, all holders of Common Shares must be allowed to participate in the Peru Offer. |
• | The rights of U.S. holders to bring suits in Peru in relation to the Peru Offer are more limited than in the U.S. in relation to the U.S. Offer. Therefore, U.S. holders bringing suits in Peru in relation to the Peru Offer may have more difficulty protecting their interests than they would in the U.S. in relation to the U.S. Offer. It may also be difficult to effect service of process or enforce judgments obtained outside of Peru upon assets or persons located in Peru. |
• | The LSE trading calendar may differ from the NYSE trading calendar. Therefore, the number of days that the Peru Offer is open may be different from the number of days that the U.S. Offer is open. |
• | Holders of Common Shares who tender into the Peru Offer will receive Peruvian Soles. U.S. holders of Common Shares and holders of ADSs who tender into the U.S. Offer will receive U.S. dollars. |
• | the Peru Offer having not been suspended or declared invalid by the SMV or any other competent administrative or judicial body; and |
• | no judgment, decision, order or other authoritative measure shall have been issued preventing, prohibiting or declaring illegal the U.S. Offer or the Peru Offer or the consummation of the U.S. Offer or the Peru Offer. |
• | you will receive payment solely in cash for any Common Shares or ADSs that you tender into the U.S. Offer; |
• | Purchaser has sufficient funds to purchase all validly tendered Common Shares and ADSs into the Offers that have not been properly withdrawn. As required by the Peru Tender Offer Regulations, Purchaser has guaranteed the payment of the full price offered for the acquisition of the Common Shares (including the Common Shares represented by ADSs) with a Letter of Guarantee issued by Banco BBVA Perú in favor of the Peru Tender Agent for the sum of S/ 1.896 billion; |
• | pursuant to the Exception Resolution, Holcim shall be jointly and severally liable for the Purchaser’s obligations under the Offers; and |
• | the consummation of the Offers is not subject to any financing condition. |
1. |
2. |
3. |
a. | Information regarding the existence of any agreement between the Offeror and the Company and/or the members of its management bodies and/or the shareholders of the Company related to the Peru Offer. |
b. | Information provided by the Board, the General Manager, or the principal executives of the Company that could indicate the existence of any actual or potential conflict of interest they may have with respect to the Offers. |
c. | Any comments, objections, or reservations, together with the supporting grounds therefor, that may have been raised by any director regarding the advantages and disadvantages of accepting the Offers. |
d. | Any other information known to the Company Board that is relevant to the decision to be made by the recipients of the Offers. |
4. |
• | We urge you to read carefully the full text of the Valuation Report, which is available for inspection and copying by any interested holder or its representative designated in writing during regular business hours at the principal executive offices of Purchaser. An English translation of the Valuation Report has also been filed with the SEC and is available on the SEC’s Internet site at http://www.sec.gov. The information agent set forth on the back cover of this offer to purchase will provide a copy of the Valuation Report, in either Spanish or English, upon written request and at the expense of the requesting holder or its representative designated in writing. The summary of the Valuation Report set forth below is qualified in its entirety by reference to the full text of the Valuation Report. |
• | The Valuation Report was prepared exclusively in Spanish and has been freely translated into English. |
• | The Valuation Report was prepared to comply with the Peruvian legal requirements referred to above solely for the purpose described above and is not to be used for any other purpose or by third parties. MSRA’s services did not include any advice whatsoever, including legal or accounting, and it has not provided any legal, regulatory or tax services with respect to the Valuation Report or the Offers. Consequently, the preparation of the Valuation Report does not include any opinion related to such services. |
Valuation Methodology | Valuation | ||
Book value per share | S/ 2.98 | ||
Liquidation value per share | S/ 0.84 | ||
Weighted average price of trades | S/ 6.09 | ||
Price of tender offers made in the prior twelve months | N/A | ||
Going concern (discounted cash flow) | S/ 8.63 | ||
Valuation based on multiples and comparable transactions | S/ 7.01 | ||
Value of the consideration in the Transactions (including interest) | S/ 8.93 | ||
Components | Book value as of March 31, 2026 | Liquidation | ||||
Current assets | 902,596 | 583,190 | ||||
Non-current assets | 2,169,060 | 1,567,108 | ||||
Total Assets (A) | 3,071,656 | 2,150,298 | ||||
Current liabilities | 814,206 | 801,637 | ||||
Non-current liabilities | 984,204 | 841,046 | ||||
Total Liabilities (B) | 1,798,410 | 1,642,683 | ||||
Other adjustments (C) | (149,939) | |||||
Total equity (D = A – B + C) | 1,273,246 | 357,676 | ||||
Value allocation based on Equivalent Shares | Amount | |||||
Common shares (99.1981%) | 354,808 | |||||
Investment shares (0.8019%) | 2,868 | |||||
Trading of CPAC common stock during the six-month period, September 30, 2025 – March 29, 2026 (124 trading sessions) | ||||||||||||||||||
Class of stock | Volume traded | Trading days | % of trading days | Daily average volume | % of total common shares | % of shares listed on its market | ||||||||||||
CPACASC1 Common Stock (BVL) | 20,953,303 | 124 | 100.0% | 168,978 | 4.9% | 5.4% | ||||||||||||
Equivalent in ADS (NYSE) shares | 30,533,000 | 121 | 97.6% | 252,339 | 7.2% | 83.5% | ||||||||||||
Total Common Stock (BVL + NYSE) | 51,486,303 | 124 | 100.0% | 415,212 | 12.1% | — | ||||||||||||
(S/ thousand) | |||||||||||||||||||||||||||||||||
Item | 2026 (Apr-Dec) | 2027 | 2028 | 2029 | 2030 | 2031 | 2032 | 2033 | 2034 | 2035 | 2036 | ||||||||||||||||||||||
EBIT (without PT or agreement closing bonus) | 402,316 | 592,607 | 561,994 | 573,487 | 681,570 | 706,277 | 730,070 | 686,580 | 753,022 | 885,212 | 904,728 | ||||||||||||||||||||||
PDU adjustment for payments | (6,105) | (8,319) | (8,502) | (8,689) | (8,863) | (9,040) | (9,221) | (9,405) | (9,594) | (9,785) | (9,981) | ||||||||||||||||||||||
ADU depreciation adjustment | 3,933 | 5,913 | 6,480 | 6,868 | 7,217 | 7,701 | 8,133 | 8,534 | 8,779 | 9,019 | 9,475 | ||||||||||||||||||||||
Income Tax and PT | (144,284) | (212,815) | (201,915) | (206,131) | (245,167) | (254,187) | (262,857) | (247,253) | (271,231) | (318,914) | (326,045) | ||||||||||||||||||||||
(-) Agreement closing bonus, net of income tax (no effect on PT) | (6,131) | (5,450) | (28,241) | (9,159) | (6,106) | (30,088) | (9,758) | (6,505) | (31,929) | (10,355) | (6,904) | ||||||||||||||||||||||
NOPAT | 249,729 | 371,936 | 329,815 | 356,375 | 428,650 | 420,663 | 456,367 | 431,950 | 449,047 | 555,176 | 571,273 | ||||||||||||||||||||||
(+) Depreciation and amortization (N09+N10, without ADU) | 115,940 | 159,587 | 164,098 | 166,760 | 158,170 | 161,461 | 166,258 | 167,463 | 111,403 | 83,147 | 91,132 | ||||||||||||||||||||||
(–) CAPEX (Purchase PPE + Intangible assets) | (136,310) | (116,464) | (116,235) | (120,114) | (131,764) | (136,463) | (141,336) | (121,509) | (124,415) | (136,533) | (141,417) | ||||||||||||||||||||||
(-) CAPEX for expansion (PPE Purchase + Intangible assets) | — | — | — | — | — | — | — | — | — | (572,019) | — | ||||||||||||||||||||||
(+/–) Change in Working Capital (Accounts Receivable + Investments + Expenses Payable + Accounts Payable) | 20,615 | (34,821) | (6,615) | (31,442) | (73,958) | (33,610) | (35,196) | 6 | (27,689) | (95,776) | (42,276) | ||||||||||||||||||||||
FCF (Free Cash Flow, without leverage) | 249,974 | 380,238 | 371,064 | 371,579 | 381,099 | 412,051 | 446,093 | 477,910 | 408,346 | (166,005) | 478,713 | ||||||||||||||||||||||
(*) | This EBIT excludes the effects of applying IFRS 16: the lease payment is subtracted and the estimated depreciation of the right-of-use asset is added (see Annex 16.5.3). The D&A excludes that of the ADU, which is already included in that adjustment. |
(**) | Collective bargaining agreement closing bonus, net of income tax and without effect on employee profit sharing (PT), reported by the Company (see Annex 16.5.4.1). 2026 = April-December (full year less the FCF of Q1 2026, whose bonus and IFRS 16 adjustments are prorated to 1/4 of the year). The 2026 CAPEX includes S/37,290 thousand of expansion CAPEX (work in progress). |
Variable | Assumptions (*) | |||||||
1 | Revenue | • Revenues from the main products (cement, concrete, precast elements, lime, and mortar) are projected based on volume and price: • The volume of shipments grows 8.0% in 2026 (double the private investment projected by the MEF in the MMM of August 2025; due to the performance shown by sales in Q1 2026: year-over-year growth of +11.3%). From 2027 onwards, the dynamics of private investment continue with impacts every 5 years due to El Niño, with the first negative effect in the years 2028 (−0.7%) and 2033 (−1.6%) and rebounds of +9.6% in 2030 and 2035. • Prices are increasing annually at 0.5%, slightly above the Company’s projection (compound annual average of 0.4%). • Other revenues grow only with the price. | ||||||
2 | Cost of sales | • Based on 2025, unit variable costs (raw materials, fuel, energy, and packaging) grow at 50% of projected inflation (BCRP Macroeconomic Expectations Survey) and are applied to the volume. The projected average compound growth rate is 1%, in line with the Company’s estimates. • Fixed plant costs increase in line with projected inflation. • The unit freight rate follows the Company’s projection until 2030 and then increases at an annual rate of 3.2%. | ||||||
3 | Administrative and sales expenses | • Third-party services, advertising, and provision of doubtful accounts grow in proportion to sales. • Donations, board of directors, supplies, and taxes grow with projected inflation. | ||||||
4 | Personnel expenses | • Personnel expenses are estimated by applying the projected inflation rate based on 2025 expenses, staff adjustments, and the effects of collective bargaining agreements that are concluded every 3 years. • They are distributed between costs and expenses according to what was applied in the year 2025. | ||||||
5 | Depreciation and amortization | • Depreciation and amortization are projected based on the CapEx plan and within the range of useful lives established in the 2025 consolidated audited financial statements. | ||||||
6 | Other operating revenues and expenses | • Only recurring revenues with related parties (office rental and management services) are projected, which grow with the sale price. • Non-recurring items are excluded, in particular the 2025 charge for the acquisition made by Holcim (S/77.6 million). • In 2026, a charge of S/9.7 million was recorded, mainly related to the Northern Construction Consortium. | ||||||
7 | Investments - CAPEX | • The recurring CapEx for each year is projected as a percentage of sales and the expansion depends on the utilization of installed capacity; consequently, both (regular for the year and the expansion) follow the trajectory of private investment. • Total CapEx (without expansion): 4.6% of sales (average ratio 2024-2025) is applied between 2027 and 2032 and 3.9% from 2033 onwards, distributed among land, machinery, furniture, transport units, computer equipment, and works in progress. • The expansion CapEx totals S/37 million in 2026 (US$5 million in machinery and US$6 million in warehouse) and S/572 million in 2035 (US$120 million in clinker expansion and US$ 45 million in cement grinding). The 2035 CAPEX is triggered by exceeding installed capacity milestones and involves increases of +30% in capacity. The source for the 2026 information and the 2035 projection is from the Company. • Other CapEx: mine development (S/1.2 million fixed) and quarry closure (~0.1% of sales); no new mining concessions or capitalized interest are projected. | ||||||
Variable | Assumptions (*) | |||||||
8 | Right-of-use assets and liabilities | • They are projected from the balances in the corresponding note of the financial statements (IFRS 16): new contracts as a percentage of sales (average 2022-2025), depreciation and interest with historical implicit rates and payments that grow with inflation. In the FCF, lease payments are treated as an operating expense. | ||||||
9 | Working Capital | • Trade receivables are projected based on the average collection period (ACP) of 2025. • Trade accounts payable are projected using the average payment period (APP) of 2025. • Inventories are calculated based on the 2021-2022 average (229 days), given that, between 2022 and 2025, there was the effect of the Northern Construction Consortium. • Other operating accounts (other accounts receivable and payable, prepaid expenses) grow with sales or inflation. | ||||||
10 | Income tax and employee profit sharing | • Combined effective rate of 36.06% on EBIT before employee participation: 1 − (1 − 29.5%) × (1 − 9.3%), with the general regime income tax (29.5%) and the weighted employee participation of the consolidated. • This participation is estimated at 9.3% and is calculated from a weighted average of the profits before taxes and shares of industrial (10%) and commercial (8%) companies. | ||||||
11 | Financial debt and other adjustments | • Financial debt, cash and other adjustments to the enterprise value are determined from the financial information as of March 31, 2026. | ||||||
(*) | Assumptions constructed from CPAC’s audited financial statements (2021-2025), the MEF’s 2026-2029 MMM (August 2025), the BCRP’s Macroeconomic Expectations Survey (January to March 2026), the US Federal Reserve Summary of Economic Projections (March 2026), the unaudited balance sheet as of March 31, 2026, Company information, market data for the discount rate, and historical series from ENFEN and NOAA for the El Niño scenario. |
Announcement Date | Target Name | EV/EBITDA | EV/Revenue | ||||||
01/12/2026 | Misr Beni-Suef Cement Co SAE | 5.84x | 2.13x | ||||||
09/04/2025 | Shree Digvijay Cement Co Ltd | 8.23x | 1.17x | ||||||
11/21/2024 | Misr Beni-Suef Cement Co SAE | 6.92x | 0.82x | ||||||
11/03/2024 | Misr Beni-Suef Cement Co SAE | 6.92x | 0.82x | ||||||
21/10/2024 | Misr Beni-Suef Cement Co SAE | 6.21x | 0.74x | ||||||
10/22/2024 | Orient Cement Ltd | 16.70x | 2.55x | ||||||
07/28/2024 | The India Cements Ltd | 33.74x | 2.80x | ||||||
02/05/2024 | Ssangyong C&E Co Ltd | 10.16x | 2.54x | ||||||
02/02/2024 | Sichuan Hexie Shuangma Co Ltd | 3.16x | 2.85x | ||||||
08/03/2023 | Sanghi Industries Ltd | 31.73x | 2.95x | ||||||
Announcement Date | Target Name | EV/EBITDA | EV/Revenue | ||||||
06/05/2023 | Oman Cement Co SAOG | 5.44x | 1.20x | ||||||
01/25/2023 | Cemex Holdings Philippines Inc | 6.43x | 1.14x | ||||||
09/13/2022 | Ambuja Cements Ltd | 32.62x | 6.07x | ||||||
Simple median | 6.92x | 2.13x | |||||||
Simple average | 13.23x | 2.14x | |||||||
Median excluding split transactions and transactions below the threshold*** | 6.92x | 2.13x | |||||||
Mean excluding split transactions and transactions below the threshold*** | 13.39x | 2.14x | |||||||
* | Filtered by: Macro Industry: Materials; Mid Industry: Construction Materials; Market Type: Emerging |
** | Transactions marked in gray are excluded from the calculation of the median and the average, as they are assumed to be a single transaction executed in two tranches (parts), given that they share the same date, target, and multiples. |
*** | Transactions for which the percentage acquired (aggregated if there are multiple transactions involving the same target and date) is below the 5.00% minimum threshold are excluded. No. of observations: 13. |
M&A Transactions | ||||||||
Median | Average | |||||||
Period | 2022-Q1 2026 | |||||||
EV/EBITDA | 6.92x | 13.39x | ||||||
EV/Revenue | 2.13x | 2.14x | ||||||
Company Name | EV/EBITDA (LTM) | EV/Revenue (LTM) | ||||
Cemex, S.A.B. de C.V. | 6.90x | 1.32x | ||||
UNACEM Corp SAA | 4.89x | 1.11x | ||||
Fabrica Peruana Eternit SA | 1.44x | 0.20x | ||||
Fabrica Nacional de Cementos SACA | 2.43x | 0.55x | ||||
Cementos Argos SA | 7.01x | 1.60x | ||||
Manufacturas de Cemento SA | 1.56x | 0.34x | ||||
Corporacion Moctezuma SAB de CV | 6.99x | 3.19x | ||||
Holcim Argentina SA | 46.40x | 1.98x | ||||
Cemento Polpaico SA | 10.23x | 0.99x | ||||
Caribbean Cement Company Ltd | 7.26x | 2.38x | ||||
Trinidad Cement Ltd | 2.04x | 0.52x | ||||
Consorcio Cementero del Sur SA | 4.21x | 0.96x | ||||
Holcim Ecuador SA | 10.66x | 4.07x | ||||
Loma Negra Compania Industrial Argentina SA | 14.10x | 2.99x | ||||
Median (filtered) | 6.95x | 1.21x | ||||
Average (filtered) | 9.01x | 1.59x | ||||
* | Filtered by: Macro Industry: Materials; Mid Industry: Construction Materials; NAICS National Industry Name: Cement Manufacturing, Clay Building Material and Refractories Manufacturing, Concrete Block and Brick Manufacturing; NAICS Sector Name: Manufacturing; Region: Central and South America; Market Type: Emerging / ** CPAC excluded / *** Calculated based on figures for the 12 months ending March 31, 2026 |
Market Prices | ||||||||
Median | Average | |||||||
Period | LTM as of March 31, 2026 | |||||||
EV/EBITDA | 6.95x | 9.01x | ||||||
EV/Revenue | 1.21x | 1.59x | ||||||
5. |
• | The Offer Price of S/ 8.93 per Common Share represents a premium of: |
• | S/ 4.43 compared to the closing price of the Common Shares of S/ 4.50 on the LSE on December 15, 2025 (the last day of trading prior to public announcement of signing of the ASPI Acquisition); and |
• | S/ 4.31 compared to the volume weighted average trading price of S/ 4.62 for the Common Shares during the last 90 calendar days ended on December 15, 2025 (the last day of trading prior to public announcement of signing of the ASPI Acquisition). |
• | Notwithstanding that the Valuation Report was not addressed to Holcim or Purchaser, and that neither Holcim nor Purchaser relied on the Valuation Report, the per share value of the Common Shares resulting from the ASPI Acquisition, and upon which the Offer Price was established, exceeded the per share value of the Common Shares resulting from the analyses performed by MSRA in the Valuation Report. See “Summary of MSRA S.A.C. Valuation Report.” |
• | The Offer Price represents an opportunity for Unaffiliated Shareholders to benefit from full and immediate liquidity. |
• | The Offers are not subject to any financing condition and Holcim and Purchaser have the financial ability and willingness to consummate the Offers. |
• | The Offer Price will be paid in cash. Therefore, Unaffiliated Shareholders will receive a certain value in the Offers. |
• | Holcim and Purchaser reasonably believe that the Offers are procedurally fair to the Unaffiliated Shareholders, based on the following factors: |
• | The Peru Tender Offer Regulations require us to make this mandatory tender offer as a result of the ASPI Acquisition and the indirect purchase by Holcim of 50.01% of the Common Shares, and provides for a minimum price. |
• | Under applicable Peruvian law, the offer price in a subsequent mandatory tender offer may not be lower than the minimum price determined in the valuation report prepared by an independent third-party valuation firm, and that minimum price may in no case be lower than the consideration paid in the transactions that gave rise to the obligation to make the tender offer. |
• | The Peruvian requirements to make the Offers and the minimum price required under applicable Peruvian law and regulations are intended to protect minority shareholders in connection with the ASPI Acquisition and Holcim’s indirect acquisition of 50.01% of the Common Shares. |
• | Unaffiliated Shareholders will have sufficient time to make a decision whether or not to tender their Common Shares in the Offers: |
○ | The Offers will remain open for a minimum of twenty Business Days. |
○ | If Purchaser amends the Offers to include any material additional information, Purchaser will, if necessary to allow adequate dissemination and investor response, extend the Offers for a sufficient period to allow the Unaffiliated Shareholders to consider the additional information. |
• | Each of the Unaffiliated Shareholders will be able to decide voluntarily whether or not to tender such Unaffiliated Shareholder’s Common Shares. |
• | Holcim and Purchaser also considered the below requirements under Peruvian law as they relate to the Company following consummation of the Offers. |
○ | As of the date hereof, Holcim has no intention, plan or current proposal to seek the delisting of the Common Shares of the Company (Cementos Pacasmayo S.A.A.) from the Peruvian Public Registry of the Securities Market (Registro Público del Mercado de Valores, or “RPMV”) or from the Lima Stock Exchange (Bolsa de Valores de Lima, or “BVL”), and no corporate action to pursue any such delisting is currently being considered by Holcim. The following disclosure is provided solely to describe the legal and regulatory framework that would apply under Peruvian law in the event that any such delisting were to be considered in the future. |
○ | Under Peruvian law, any delisting of the Common Shares from the RPMV and the BVL would require the approval of the competent corporate body of the Company (such as the General Shareholders’ Meeting of the Company, in accordance with the Company's by-laws) and the subsequent submission of the corresponding delisting request to the Peruvian Securities Market Superintendency (Superintendencia del Mercado de Valores, or “SMV”). The SMV would review the application and, following its evaluation period, which may extend up to thirty (30) business days, would issue a resolution approving or denying the requested delisting. Any approval of a delisting would be subject to compliance with the applicable requirements under Peruvian securities laws and regulations. |
○ | In addition, if the delisting proposal were not approved unanimously by the Company's shareholders, the effectiveness of the delisting would be conditioned upon the completion of a Public Tender Offer for Delisting (Oferta Pública de Compra por Exclusión, or “OPC”). The purpose of an OPC is to provide shareholders who did not approve, participate in, or otherwise support the delisting decision with an opportunity to dispose of their shares prior to the effectiveness of the delisting. Any such OPC would be required to be conducted in accordance with the Regulations on Public Tender Offers and the Purchase of Securities by Exclusion, approved by CONASEV Resolution No. 009-2006-EF/94.10, as amended (the “OPA Regulations”), and would be subject to, among other requirements, applicable pricing, procedural and investor protection provisions. Moreover, the delisting could not become effective until such OPC has been duly completed and settled and all other applicable Peruvian legal and regulatory requirements have been satisfied. |
○ | For the avoidance of doubt, and notwithstanding the foregoing description of the applicable legal framework, Holcim does not currently intend, and has not taken any decision to cause, the delisting of the Common Shares from either the RPMV or the BVL, nor is Holcim currently evaluating or pursuing any course of action directed toward such a delisting. |
• | Holcim and Purchaser also considered the following factors, each of which Holcim and Purchaser believed to be negative in their considerations concerning the fairness of the terms of the Offers: |
• | Any Shareholder who tenders all of its Common Shares or ADSs in the Offers would cease to participate in the future earnings or growth, if any, of the Company or benefit from increases, if any, in the value of the Company. |
• | The Offers are not conditioned on the affirmative vote of a majority of Unaffiliated Shareholders. |
• | Our current ownership of approximately 50.01% of the outstanding Common Shares may preclude competing offers from third parties. |
• | With respect to the Offer Price, our financial interest in acquiring Common Shares or ADSs for the lowest price possible is in conflict with the financial interest of the Unaffiliated Shareholders in selling their Common Shares for the highest price possible. Accordingly, our financial interest is adverse to the financial interest of the Unaffiliated Shareholders. In addition, Santiago Maria Ojea Quintana and Simon Rolf Kronenberg, current employees of a Holcim affiliate, are directors of the Company and may have actual or potential conflicts of interest in connection with the Offers (see “Special Factors — Interests of Certain Persons in the Offers”). |
6. |
7. |
8. |
9. |
10. |
1. |
• | The U.S. Offer is only for U.S. holders (within the meaning of Rule 14d-1(d) under the Exchange Act, which defines a U.S. holder as “any security holder resident in the United States”) of Common Shares, and for ADS holders, wherever located. The Peru Offer is open to all holders of Common Shares, wherever located. Pursuant to Peruvian law, all holders of Common Shares must be allowed to participate in the Peru Offer. |
• | The rights of U.S. holders to bring suits in Peru in relation to the Peru Offer are more limited than in the U.S. in relation to the U.S. Offer. Therefore, U.S. holders bringing suits in Peru in relation to the Peru Offer may have more difficulty protecting their interests than they would in the U.S. in relation to the U.S. Offer. It may also be difficult to effect service of process or enforce judgments obtained outside of Peru upon assets or persons located in Peru. |
• | The LSE trading calendar may differ from the NYSE trading calendar. Therefore, the number of days that the Peru Offer is open may be different from the number of days that the U.S. Offer is open. |
2. |
3. |
• | are the registered holder of Common Shares or ADSs and have not completed the box entitled “Special Transfer Instructions” or “Special Mailing Instructions” on the ADS Letter of Transmittal; or |
• | are tendering ADSs for the account of a participant in a Medallion signature guarantee program associated with a national securities exchange registered with the SEC or the Financial Industry Regulatory Authority, Inc. or the Securities Transfer Association, or a comparable “signature guarantee program” or insurance program (each, an “Eligible Institution”). |
• | that it is a U.S. holder if tendering Common Shares; |
• | that it has the full power and authority to tender and assign the Common Shares or ADSs tendered, and that our acceptance for payment of the Common Shares or ADSs tendered pursuant to the U.S. Offer will constitute a binding agreement containing the terms and conditions of the U.S. Offer, as between us and the tendering security holder; |
• | that the tendering of its Common Shares or ADSs, and the execution of the ADS Letter of Transmittal, shall constitute: (i) an acceptance of the U.S. Offer in respect of the number of Common Shares or ADSs identified therein, (ii) an undertaking to execute all further documents and give all further assurances which may be required to enable us to obtain the full benefit and to obtain title to the tendered Common Shares or ADSs and (iii) an acknowledgment that each such holder’s acceptance shall be irrevocable, subject to the accepting holder not having validly withdrawn such acceptance; |
• | that the Common Shares or ADSs in respect to which the U.S. Offer is accepted or deemed to be accepted are fully paid and non assessable, sold free from all liens, equities, charges and encumbrances and together with all rights attaching thereto, including voting rights and the right to all dividends or other distributions having a record date after such Common Shares or ADSs have been tendered in accordance herewith; |
• | that the tendering of its Common Shares or ADSs, and the execution of the ADS Letter of Transmittal, constitutes the irrevocable appointment of the U.S. Tender Agent and its directors and agents as such holder’s attorney-in-fact and an irrevocable instruction to the attorney-in-fact to complete and execute any and all form(s) of transfer and other document(s) as may be necessary or required, at the discretion of the attorney-in-fact, in order to transfer those Common Shares or ADSs validly tendered and not properly withdrawn, in our name or in the name of such other person(s) as Purchaser may direct, and to deliver such |
• | that this “The U.S. Offer – Procedures for Tendering into the U.S. Offer – Representations and Agreements With Respect to Tenders” section shall be incorporated in and form part of the ADS Letter of Transmittal; and |
• | that it agrees to ratify each and every act or thing which may be done or effected by us or any of our directors or agents, or the Company or its agents, as applicable, in the proper exercise of the power and authorities of any such person. |
4. |
• | the name of the person who tendered Common Shares or ADSs to be withdrawn; |
• | the number of Common Shares or ADSs to be withdrawn; and |
• | the name of the registered holder of Common Shares or ADSs to be withdrawn, if different from that of the person who tendered such Common Shares or ADSs. |
• | submit the serial number shown on the particular ADR tendered evidencing the ADSs to be withdrawn; and |
• | have the signature on the notice of withdrawal guaranteed by an Eligible Institution, if the original ADS Letter of Transmittal required a signature guarantee. |
5. |
• | an individual citizen or resident of the United States; |
• | a corporation (including any entity treated as a corporation) created or organized under the laws of the United States, any state thereof or the District of Columbia; |
• | an estate the income of which is subject to U.S. federal income taxation regardless of its source; or |
• | a trust if (a) a U.S. court is able to exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust or (b) it has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person. |
6. |
LSE S/ per Common Share | ||||||
High (in Peruvian Soles (S/)) | Low (in Peruvian Soles (S/)) | |||||
Fiscal 2024 | ||||||
First Quarter | S/ 4.80 | 3.75 | ||||
Second Quarter | 4.50 | 3.75 | ||||
Third Quarter | 4.43 | 4.20 | ||||
Fourth Quarter | 4.90 | 4.20 | ||||
Fiscal 2025 | ||||||
First Quarter | S/ 4.40 | 4.15 | ||||
Second Quarter | 4.30 | 4.09 | ||||
Third Quarter | 4.75 | 4.25 | ||||
Fourth Quarter | 7.25 | 4.26 | ||||
Fiscal 2026 | ||||||
First Quarter | S/ 7.45 | 6.72 | ||||
Second Quarter | 8.12 | 7.00 | ||||
Third Quarter | 8.45 | 7.85 | ||||
Fourth Quarter (through October 30, 2026) | 8.83 | 8.30 | ||||
NYSE U.S. $ per ADS or per Common Share | ||||||||||||
High (per ADS) | Low (per ADS) | High (per Common Share) | Low (per Common Share) | |||||||||
Fiscal 2024 | ||||||||||||
First Quarter | U.S. $6.64 | 4.95 | U.S. $1.33 | 0.99 | ||||||||
Second Quarter | 6.11 | 5.10 | 1.22 | 1.02 | ||||||||
Third Quarter | 6.00 | 5.27 | 1.20 | 1.05 | ||||||||
Fourth Quarter | 6.65 | 5.18 | 1.33 | 1.04 | ||||||||
Fiscal 2025 | ||||||||||||
First Quarter | U.S. $6.20 | 5.25 | U.S. $1.24 | 1.05 | ||||||||
Second Quarter | 6.00 | 5.10 | 1.20 | 1.02 | ||||||||
Third Quarter | 7.32 | 5.66 | 1.46 | 1.13 | ||||||||
Fourth Quarter | 11.30 | 6.25 | 2.26 | 1.25 | ||||||||
Fiscal 2026 | ||||||||||||
First Quarter | U.S. $11.50 | 9.40 | U.S. $2.30 | 1.88 | ||||||||
Second Quarter | 12.70 | 10.08 | 2.54 | 2.02 | ||||||||
Third Quarter | 12.74 | 11.35 | 2.55 | 2.27 | ||||||||
Fourth Quarter (through October 30, 2026) | 12.87 | 11.93 | 2.57 | 2.39 | ||||||||
7. |
• | the number of holders of Common Shares and the number of Common Shares in public ownership; |
• | the aggregate market value of the Common Shares in public ownership; |
• | the trading volume of the remaining Common Shares; |
• | whether securities firms remain interested in maintaining a market in Common Shares or providing research on the Company; |
• | our intention to delist from the NYSE; |
• | our intention to suspend the Company’s disclosure and reporting obligations under the Exchange Act; and |
• | our intention to terminate the registration of the ADSs and Common Shares under the Exchange Act. |
• | the number of holders of ADSs and the number of ADSs in public ownership; |
• | the aggregate market value of the Common Shares and ADSs in public ownership; |
• | the trading volume of the remaining ADSs on the NYSE; |
• | whether securities firms remain interested in maintaining a market in ADSs or providing research on the Company; |
• | our intention to delist from the NYSE; |
• | our intention to suspend the Company’s disclosure and reporting obligations under the Exchange Act; and |
• | our intention to terminate the registration of the ADSs and Common Shares under the Exchange Act. |
8. |
For the year ended December 31, | For the nine-month period ended September 30, | |||||||||||
2025 | 2024 | 2026 | 2025 | |||||||||
S/(000) | S/(000) | S/(000) | S/(000) | |||||||||
Sales of goods | 2,116,883 | 1,978,071 | 1,781,947 | 1,557,339 | ||||||||
Cost of sales | (1,310,017) | (1,249,545) | (1,027,034) | (970,401) | ||||||||
Gross profit | 806,866 | 728,526 | 754,913 | 586,938 | ||||||||
Operating (expenses) income | ||||||||||||
Administrative expenses | (291,538) | (253,383) | (205,773) | (216,880) | ||||||||
Selling and distribution expenses | (92,785) | (81,410) | (79,669) | (69,711) | ||||||||
Other operating income, net | (75,442) | (2,700) | 811 | 7,268 | ||||||||
Total operating expenses, net | (459,765) | (337,493) | (284,631) | (279,323) | ||||||||
Operating profit | 347,101 | 391,033 | 470,282 | 307,615 | ||||||||
Other income (expenses) | ||||||||||||
Finance income | 11,291 | 6,298 | 3,697 | 9,896 | ||||||||
Finance costs | (93,036) | (100,308) | (63,968) | (69,384) | ||||||||
(Loss) gain from exchange difference, net | 2,619 | (836) | (930) | 1,816 | ||||||||
Total other expenses, net | (79,126) | (94,846) | (61,201) | (57,672) | ||||||||
Profit before income tax | 267,975 | 296,187 | 409,081 | 249,943 | ||||||||
Income tax expense | (113,770) | (97,312) | (128,493) | (77,941) | ||||||||
Profit for the period | 154,205 | 198,875 | 280,588 | 172,002 | ||||||||
Earnings per share | ||||||||||||
Basic profit for the period attributable to holders of common and investment shares of Cementos Pacasmayo S.A.A. (S/ per share) | 0.36 | 0.46 | 0.66 | 0.40 | ||||||||
As of September 30, | As of December 31, | |||||||||||
2026 | 2025 | 2025 | 2024 | |||||||||
S/(000) | S/(000) | S/(000) | S/(000) | |||||||||
Assets | ||||||||||||
Current assets | ||||||||||||
Cash and cash equivalents | 387,705 | 182,407 | 53,571 | 72,723 | ||||||||
Trade and other receivables, net | 126,516 | 162,898 | 146,674 | 131,168 | ||||||||
Income tax prepayments | 91,536 | 20,671 | 24,857 | 7,736 | ||||||||
Inventories | 639,190 | 750,715 | 707,143 | 773,997 | ||||||||
Prepayments | 22,153 | 41,749 | 17,503 | 6,872 | ||||||||
Total current assets | 1,267,100 | 1,158,440 | 949,748 | 992,496 | ||||||||
Non-current assets | ||||||||||||
Trade and other receivables, net | 38,980 | 24,462 | 28,450 | 43,224 | ||||||||
Financial investments designated at fair value through other comprehensive income | 998 | 320 | 163 | 239 | ||||||||
Property, plant and equipment, net | 1,937,922 | 1,997,512 | 2,005,714 | 2,031,139 | ||||||||
As of September 30, | As of December 31, | |||||||||||
2026 | 2025 | 2025 | 2024 | |||||||||
S/(000) | S/(000) | S/(000) | S/(000) | |||||||||
Intangible assets, net | 58,865 | 61,151 | 62,800 | 63,596 | ||||||||
Goodwill | 4,459 | 4,459 | 4,459 | 4,459 | ||||||||
Deferred income tax assets | 36,478 | 28,963 | 34,994 | 21,816 | ||||||||
Right of use assets | 12,951 | 17,205 | 16,988 | 9,023 | ||||||||
Other assets | 56 | 50 | 50 | 51 | ||||||||
Total non-current assets | 2,090,709 | 2,134,122 | 2,153,618 | 2,173,547 | ||||||||
Total assets | 3,357,809 | 3,292,562 | 3,103,366 | 3,166,043 | ||||||||
Liabilities and equity | ||||||||||||
Current liabilities | ||||||||||||
Trade and other payables | 338,907 | 294,891 | 283,907 | 242,051 | ||||||||
Financial obligations | 570,346 | 494,346 | 532,346 | 458,346 | ||||||||
Lease liabilities | 3,924 | 4,870 | 4,879 | 2,958 | ||||||||
Income tax payable | 3,552 | 3,319 | 3,784 | 17,937 | ||||||||
Provisions | 60,836 | 29,888 | 47,689 | 44,263 | ||||||||
Total current liabilities | 977,565 | 827,314 | 872,605 | 765,555 | ||||||||
Non-current liabilities | ||||||||||||
Financial obligations | 763,530 | 918,566 | 879,809 | 1,034,845 | ||||||||
Lease liabilities | 8,745 | 11,937 | 11,350 | 6,462 | ||||||||
Provisions | 21,003 | 30,490 | 29,005 | 28,146 | ||||||||
Deferred income tax liabilities | 114,424 | 119,459 | 119,232 | 117,937 | ||||||||
Total non-current liabilities | 907,702 | 1,080,452 | 1,039,396 | 1,187,390 | ||||||||
Total liabilities | 1,885,267 | 1,907,766 | 1,912,001 | 1,952,945 | ||||||||
Equity | ||||||||||||
Capital stock | 423,868 | 423,868 | 423,868 | 423,868 | ||||||||
Investment shares | 40,279 | 40,279 | 40,279 | 40,279 | ||||||||
Investment shares held in treasury | (121,258) | (121,258) | (121,258) | (121,258) | ||||||||
Additional paid-in capital | 432,779 | 432,779 | 432,779 | 432,779 | ||||||||
Legal reserve | 168,636 | 168,636 | 168,636 | 168,636 | ||||||||
Other accumulated comprehensive loss | (16,377) | (16,855) | (16,966) | (16,551) | ||||||||
Retained earnings | 544,615 | 457,347 | 264,027 | 285,345 | ||||||||
Total equity | 1,472,542 | 1,384,796 | 1,191,365 | 1,213,098 | ||||||||
Total liabilities and equity | 3,357,809 | 3,292,562 | 3,103,366 | 3,166,043 | ||||||||
9. |
10. |
11. |
• | the Peru Offer having not been suspended or declared invalid by the SMV or any other competent administrative or judicial body; and |
• | no judgment, decision, order or other authoritative measure shall have been issued preventing, prohibiting or declaring illegal the U.S. Offer or the Peru Offer or the consummation of the U.S. Offer or the Peru Offer. |
12. |
Total Dividends Paid (S/) | Dividends Paid Per Common Share (S/) | |||||
Fiscal 2025 | 190,300,411 | 0.41000 | ||||
Fiscal 2024 | 190,300,411 | 0.41000 | ||||
13. |
14. |
Filing Fees | U.S.$48,048 | ||||
U.S. Information Agent Fees | 75,000 | ||||
Peru Tender Agent Fees | 75,000 | ||||
SMV Fee | 74,102 | ||||
Valuation Report Fees | 66,900 | ||||
Advertisement Fees | 80,882 | ||||
Financial Advisor Fees | 2,100,000 | ||||
Legal Fees | 666,000 | ||||
Printing Fees | 28,378 | ||||
Miscellaneous Fees | 237,500 | ||||
Total | U.S.$3,451,810 | ||||
15. |
1. | Directors and Executive Officers of Purchaser |
Name, Citizenship and Business Address (If Applicable) | Present Principal Occupation or Employment; Material Positions Held During the Past Five Years | ||
Sara Carolina Jiménez Fandiño, Colombia | Sara Carolina Jiménez Fandiño has served as Regional General Counsel for Latin America of Holcim since April 2025. Previously, she served as Local General Counsel for Holcim Colombia from 2012 to March 2025. | ||
Wilter Fernando Vera Franco, Ecuador | Wilter Vera has served as Managing Director of Holcim Peru since April 2026, concurrently holding the position of Chief Financial Officer, which he has held since January 2025. Previously, he served as Head of Controlling of Holcim Ecuador from December 2021 to December 2024 and as Financial and Administrative Manager of Eternit Ecuador from August 2019 to November 2021. | ||
Norberto German Ledea, Argentina | Norberto Ledea has served as Country CEO of Holcim in Peru since August 2024. Working at Holcim since 1998, previously he served as Commercial Director Latam (from Oct 2022 to Sept 2024) and Commercial Director in Brazil (from Jan 2019 to Sept 2022). | ||
2. | Directors and Executive Officers of Holcim |
Name, Citizenship and Business Address (If Applicable) | Present Principal Occupation or Employment; Material Positions Held During the Past Five Years | ||
Kim Fausing, Denmark | Kim Fausing serves as Chairman of the Board of Directors of Holcim. Mr. Fausing has been a member of the Board of Directors of Holcim since 2020 and served on the Audit Committee until 2025, when he was appointed Chairman of the Board of Directors. Since 2017, Mr. Fausing has served as President and Chief Executive Officer of the Danfoss Group, a global industrial company headquartered in Denmark. | ||
Philippe Camille V. Block, Belgium | Philippe Block has served as a member of the Board of Directors of Holcim since 2020. Mr. Block is a full Professor of Architecture and Structures at the Swiss Federal Institute of Technology (ETH) Zurich, Switzerland, where he has served since 2009, first as Assistant Professor and as full Professor since 2017. | ||
Name, Citizenship and Business Address (If Applicable) | Present Principal Occupation or Employment; Material Positions Held During the Past Five Years | ||
He is the Co-Director of the Block Research Group at ETH Zurich and serves as Director of the Swiss National Centre of Competence in Research (NCCR) for Digital Fabrication. Mr. Block is also a Founding Partner of Foreign Engineering GmbH, Zurich, Switzerland, and Co-founder and Chairman of the Board of Vaulted AG, an ETH spin-off. | |||
Leanne Denise Geale, Canada | Leanne Geale has served as a member of the Board of Directors of Holcim since 2022. Ms. Geale is currently Executive Vice President and Group General Counsel of Nestlé SA, a Swiss multinational food and beverage company. Ms. Geale also serves as Vice-Chair of the Board of Directors of the CEELI Institute, o.p.s. in Prague, Czech Republic, and as Treasurer of the Swiss-American Chamber of Commerce in Zurich, Switzerland. | ||
Catrin Hinkel, Germany | Catrin Hinkel has served as a member of the Board of Directors of Holcim since 2024. Since 2021, Ms. Hinkel has served as Chief Executive Officer of Microsoft Switzerland. Prior to joining Microsoft, Ms. Hinkel held leadership roles at Accenture, most recently as Senior Managing Director, Europe Cloud First Strategy & Consulting Lead. Ms. Hinkel also serves as a member of the Executive Committee of Digital Switzerland, a member of the Board of ASUT Industry Association, a member of the Supervisory Board of the Helmholtz Center for Information Security (CISPA), and a member of the Executive Committee of Deep Tech Nation, Switzerland. | ||
Naina Lal Kidwai, India | Naina Lal Kidwai has served as a member of the Board of Directors of Holcim since 2019. Ms. Kidwai currently serves as a non-executive Member of the Board of Directors and Chairwoman of the Risk Management Committee of Gland Pharma Ltd, Hyderabad, India; as a non-executive Member of the Board of Directors and Chairwoman of the Sustainability and Stakeholder Committee of UPL Ltd, Mumbai, India; as a non-executive Member of the Board of Directors and Chairwoman of the CSR & ESG and Nomination & Remuneration Committees of Biocon Ltd, Bangalore, India; as a non-executive Member of the Board of Directors and Chairwoman of the CSR and Sustainability, Nomination and Remuneration Committees, and a member of the Audit Committee and Banking and Finance Committee of Nayara Energy Ltd, Mumbai, India; and as Chairwoman of the Board of Directors of Rothschild & Co India Private Limited, Mumbai, India. | ||
Ilias Läber, Switzerland | Ilias Läber has served as a member of the Board of Directors of Holcim since 2022. Since 2021, Mr. Läber has served as Chief Executive Officer and Partner of Spectrum Value Management Ltd, a firm that administers the industrial and private investments of the Thomas Schmidheiny family. In this capacity, he also serves as a member of the Board of Directors of Spectrum Value Management Ltd., of the Grand Resort Bad Ragaz AG, and as Chairman and Managing Partner of SEO Management AG. Prior to joining Spectrum Value Management, Mr. Läber served as Chief Executive Officer and Chairperson of the Board of Directors of Quercis Pharma AG from 2019 to 2021. Mr. Läber also serves as a member of the Board of Directors of dormakaba Holding AG, Rümlang, Switzerland, and as a member of the Board of Directors and Chairman of the Audit Committee of Swiss Automotive Group AG, Cham, Switzerland. | ||
Michael H. McGarry, USA | Michael H. McGarry has served as a member of the Board of Directors of Holcim since 2024. Mr. McGarry most recently served as Executive Chairman of PPG Industries in 2023, and as Chairman and Chief Executive Officer of PPG Industries from 2016 to 2022. Mr. McGarry also serves as a member of the Board of Directors of Shin-Etsu Chemical Co., Tokyo, Japan, and as a member of the Board of Directors of C.H. Robinson, Eden Prairie, Minnesota, United States. | ||
Name, Citizenship and Business Address (If Applicable) | Present Principal Occupation or Employment; Material Positions Held During the Past Five Years | ||
Adolfo Orive, Mexico | Adolfo Orive has served as a member of the Board of Directors of Holcim since 2025. Mr. Orive has served as President and Chief Executive Officer of Tetra Pak, a global food production and packaging systems company operating in over 160 countries, since 2019. Mr. Orive also serves as a member of the Board of Directors of the International Institute for Management Development (IMD), Lausanne, Switzerland, and as a member of the Board of Directors of the Swedish Swiss Chamber of Commerce, Zurich, Switzerland. | ||
Claudia Sender Ramirez, Brazil | Claudia Sender Ramirez has served as a member of the Board of Directors of Holcim since 2019. Ms. Sender Ramirez also serves as a non-executive Member of the Board of Directors of Telefonica S.A., and a member of its Delegate Commission, Telefonica Hispam and Telefonica Tech Advisory Committees, Madrid, Spain; as a non-executive Member of the Board of Directors and Chairwoman of the Compensation and Succession Committee and member of the Governance Committee of Gerdau S.A., São Paulo, Brazil; and as a non-executive Member of the Board of Directors, Chairwoman of the People and ESG Committee and member of the Audit and Risk Committee of Embraer S.A., São Paulo, Brazil. | ||
Sven Schneider, Germany | Sven Schneider has served as a member of the Board of Directors of Holcim since 2025. Mr. Schneider has served as a member of the Management Board and Chief Financial Officer of Infineon Technologies AG, a German semiconductor company, since 2019. | ||
Miljan Gutovic, Australia | Miljan Gutovic has served as Chief Executive Officer of Holcim since 2024. From March 2021 until May 2024, he was Region Head for Europe at Holcim. Mr. Gutovic also serves as a member of the Board of Directors of the Global Cement and Concrete Association (GCCA) and as a member of the Executive Committee of the World Business Council for Sustainable Development (WBCSD). | ||
Steffen Kindler, Germany | Steffen Kindler has served as Chief Financial Officer of Holcim since 2023. Mr. Kindler served as Chief Financial Officer at Nestlé Germany, part of the Swiss multinational food and beverage company, from 2018 to 2023. | ||
Grant Earnshaw, Ireland, United Kingdom | Grant Earnshaw has served as Region Head West Europe and as a member of the Executive Committee of Holcim since March 2026. Mr. Earnshaw was previously Area Manager Middle East and Africa from 2022 to 2026 and Area Manager Middle East and North Africa from 2021 to 2022. | ||
Xavier Guesnu, France | Xavier Guesnu has served as Region Head Central and East Europe and as a member of the Executive Committee of Holcim since March 2026. Mr. Guesnu was previously Country CEO of Poland from 2018 to 2024 and Country CEO of France from 2024 to 2026. | ||
Khaled El Dokani, Egypt | Khaled El Dokani was appointed Region Head Asia, Middle East & Africa in October 2026, when he also became a member of the Executive Committee. Khaled joined Holcim in 2004 as CFO of Holcim Algeria, then served as Vice President Business Development Europe, Middle East and Africa (ENA) from 2010 to 2013, before becoming Country General Manager for Saudi Arabia, and thereafter Qatar. Following that, he was country CEO of Iraq, Nigeria and GCC (UAE, Qatar & Oman) respectively. Most recently, Khaled was CEO of Holcim Egypt, a position he held from February 2025 to September 2026. | ||
Simon Kronenberg, Switzerland | Simon Kronenberg has served as Region Head of Latin America of Holcim since March 2026 and as a member of the Executive Committee since July 2025. Mr. Kronenberg previously served as Region Head Central and East Europe from April 2024 to March 2026. Prior to that, he served as CEO of Holcim Switzerland, Italy, South Germany and Haut-Rhin from October 2020 to April 2024. Mr. Kronenberg also serves as a designated director of the board of directors of Cementos Pacasmayo S.A.A. since March 30, 2026. | ||
Name, Citizenship and Business Address (If Applicable) | Present Principal Occupation or Employment; Material Positions Held During the Past Five Years | ||
Dragan Maksimovic, Serbia | Dragan Maksimovic has served as Group Head of Building Systems of Holcim since March 2026 and as a member of the Executive Committee of Holcim since July 2025. Mr. Maksimovic previously served as Region Head West Europe & Building Solutions Europe from April 2024 to March 2026. Prior to that, he served as CEO of Holcim UK from 2021 to April 2024. | ||
Virginie Darbo, France | Virginie Darbo has served as Group Head of Strategy and M&A of Holcim since June 2025 and as a member of the Executive Committee of Holcim since January 2026. She previously served as Head of Finance for Region Europe from May 2021 to June 2025. | ||
Carmen Diaz, Spain | Carmen Diaz has served as Chief People and Sustainability Officer of Holcim since June 2025 and as a member of the Executive Committee since July 2025. Previously, Ms. Diaz served as Chief People Officer from October 2024 to June 2025 when her role was expanded to Chief People and Sustainability Officer. Prior to that, she served as CEO of Holcim Spain from 2022 to October 2024. | ||
Ramanathan Muthu, Switzerland | Ramanathan Muthu has served as Group Head of Operational Excellence of Holcim since May 2024 and as a member of the Executive Committee of Holcim since July 2025. Prior to that, he served as Head of Group Strategy from 2019 to May 2024. | ||
Alfonso Paradinas Aguilera, Spain | Alfonso Paradinas has served as Chief Marketing & Innovation Officer of Holcim since September 2023 and as a member of the Executive Committee of Holcim since January 2026. Mr. Paradinas previously served as Holcim’s Head of Strategy and Sustainability for Europe from February 2023 to September 2023. Previously, Mr. Paradinas was President of the Board of the INSEAD Alumni Association Sweden from June 2022 to December 2022; Managing Director Sika Sweden for Sika, a Swiss chemical and construction company, from September 2020 to October 2022; and a Board Member of the Swiss Chamber of Commerce in Sweden from March 2022 to June 2022. | ||
Alexia Sommer, USA, Germany | Alexia Sommer has served as Chief Communications Officer of Holcim since April 2025 and as a member of the Executive Committee of Holcim since January 2026. Previously, she served as Holcim’s Head of Employee Communications, Digital and Group Events from September 2023 to April 2025; as Senior Global Employee Communications Manager from January 2023 to August 2023; and as Global Employee Communications Manager from November 2020 to December 2022. | ||
Lukas Urs Studer, Switzerland | Lukas Studer has served as Group General Counsel of Holcim since November 2024 and as a member of the Executive Committee of Holcim since July 2025. Previously, he served as Holcim’s General Counsel Corporate and M&A from 2017 to November 2024. | ||
1. | Security Ownership |
Person | Security Ownership | |||||
Number | Percent | |||||
Purchaser | 211,985,547 | 50.01% | ||||
Holcim(1) | 211,985,547 | 50.01% | ||||
Directors and Executive Officers of Purchaser | ||||||
Sara Jimenez | — | — | ||||
Wilter Vera | — | — | ||||
Norberto Ledea | — | — | ||||
Directors and Executive Officers of Holcim | ||||||
Kim Fausing | — | — | ||||
Philippe Camille V. Block | — | — | ||||
Leanne Denise Geale | — | — | ||||
Catrin Hinkel | — | — | ||||
Naina Lal Kidwai | — | — | ||||
Ilias Läber | — | — | ||||
Michael H. McGarry | — | — | ||||
Adolfo Orive | — | — | ||||
Claudia Sender Ramirez | — | — | ||||
Sven Schneider | — | — | ||||
Miljan Gutovic | — | — | ||||
Steffen Kindler | — | — | ||||
Grant Earnshaw | — | — | ||||
Xavier Guesnu | — | — | ||||
Khaled El Dokani | — | — | ||||
Simon Kronenberg | — | — | ||||
Dragan Maksimovic | — | — | ||||
Virginie Darbo | — | — | ||||
Carmen Diaz | — | — | ||||
Ramanathan Muthu | — | — | ||||
Alfonso Paradinas Aguilera | — | — | ||||
Alexia Sommer | — | — | ||||
Lukas Urs Studer | — | — | ||||
All directors and executive officers of Purchaser and Holcim as a group | — | — | ||||
(1) | Holcim, as the majority owner of Purchaser, may be deemed to have beneficial ownership over the Common Shares beneficially owned by Purchaser. |
2. | Purchases of Securities |


If delivering by mail: | If delivering by trackable mail, including overnight delivery or any other expedited service: | ||
Computershare Trust Company, N.A. Attn: Corporate Actions CPAJ P.O. Box 43011 Providence, RI 02940-3011 | Computershare Trust Company, N.A. Attn Corporate Actions CPAJ 150 Royall Street, Suite V Canton, MA 02021 | ||