Prospect

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FINAL PROSPECTUS Simple Bonds described in this document are part of the Private Offering promoted by means of the Over-TheCounter (OTC) Trading Systems in Mexico, which have NOT been registered in the National Securities Registry (RNV) maintained for such purpose by the National Banking and Securities Commission (CNBV). Such Bonds may be offered and traded in Mexico and in other countries in which they are permitted by the Applicable Legislation in their jurisdictions.

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The foregoing in accordance with the provisions of Articles 1, Sections III, IV and VII; 2, Section XXIV; 8, Sections II and IV, 10, Section I and last paragraph; 13, Section III, paragraph a); 18; 232, Section III of the Securities Market Law, in effect in Mexico.

P R O S P ECT U S INFORMAT I ON FO R A D I T IONA L S T R AT EG IC INVES TOR S

ENERMAS LATINOAMERICA SIMPLE BONDS SHARES SERIES “B”.

By means of the OTC Trading Systems in Mexico, a Private Offering will be performed by a Private Equity Investment Fund as a Debt Instrument, with Shares Issuance date for Simple Bonds, for an amount of 6 500 000.00 BYN (Six Million Five Hundred Thousand BYN).

With the understanding that Simple Bonds Series “B”, which represent ENERMAS LATINOAMÉRICA Variable Capital Share as established in Article: Nineteenth, Sections II and V of ENERMAS LATINOAMÉRICA Bylaws; in accordance with the provisions of Articles: 1, Sections III and IV; 2, Section XXIV; 13, Section III, paragraph a) of the Securities Market Law; 17, 112 second paragraph, and 113 of the General Law of Commercial Companies.

Simple Bonds Issuer and Private Equity Investment Fund Manager as a Debt Instrument: “Energía y Medio Ambiente del Sureste de Latinoamérica, Sociedad Anónima Promotora de Inversión de Capital Variable (S.A.P.I. de C.V)”

In accordance with the provisions of Articles 1, Sections III and IV; 2, Section XXIV; 8, Sections II and IV, 232, Section III of the Securities Market Law in force in Mexico. Simple Bonds Series “B”, in the Private Offering disclosed by means of the OTC Trading Systems in Mexico, have NOT been registered in the National Securities Registry (RNV) maintained by the National Banking and Securities Commission (CNBV).

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PRIVATE OFFER AMOUNT: 6 500 000.00 BYN (Six Million Five Hundred Thousand BYN).

Capitalized terms used in this Prospectus shall have the meanings ascribed in section “I. General

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Information - 1. Glossary”.

Offering Type: Private Offering to be promoted by means of the OTC Trading Systems in Mexico.

Issuer and Manager: Energía y Medio Ambiente del Sureste de Latinoamérica, Sociedad Anónima Promotora de Inversión de Capital Variable, its nature is Irrevocable.

Instrument Type: Simple Bonds issued by ENERMAS LATINOAMÉRICA, which will be no-parvalue.

Simple Bonds Issued: 100,000 (one hundred thousand).

Denomination: Simple Bonds will be denominated in BYN. Simple Bonds Par Value: 65.00 BYN (Sixty Five BYN) each.

Private Offering Amount: 6 500 000.00 BYN (Six Million Five Hundred Thousand BYN).

Simple Bonds Term: Simple Bonds issued in the Private Offering will have a term of 1 (one) year, equivalent to 365 (three hundred and sixty five) days each.

Recipient and Requirements: Additional Strategic Investors who invest their Capital in Simple Bonds Series “B” issued by ENERMAS LATINOAMÉRICA; where Investor receives the right to be Company Shareholder.

With the understanding that Simple Bonds Series “B” may be subscribed by domestic or foreign persons, as established in article: Nineteenth, section: V of the Company’s Bylaws.

Since the Company is of Mexican nationality and foreigners are admitted, as established in Article: Fifth of the Company’s Bylaws and Clause Fifth of the Company’s Shareholders’ Agreement; in accordance with the provisions of Article 14 of the Foreign Investment Law Regulations and the National Registry of Foreign Investments.

Requirements for Domestic Natural Persons: Voter ID card, issued by Mexican Authority.

Tax Status Certificate issued by the Tax Administration Service (SAT) as Tax Authority in Mexico.

Proof of address (not older than 3 months).

Fill out a form with his / her Personal Data and personal statements.

Bank Account Information, Standardized Bank Code and Banking Institution.

Convertible Participative Private Equity Investment Agreement as Debt Instrument Signing.

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Requirements for Domestic Legal Entities: Articles of Incorporation of Legal Entity.

Power of Attorney of Legal Representative or Attorney-in-Fact, as applicable.

Legal Representative and Legal Entity Tax Status Certificates issued by the Tax Administration Service (SAT) as Tax Authority in Mexico, Legal Representative or Attorney-in-Fact Voter ID card, issued by Mexican Authority, as applicable.

Legal Entity Proof of address.

Fill out a form with its Legal Entity Data.

Bank Account Information, Standardized Bank Code and Banking Institution.

Convertible Participative Private Equity Investment Agreement as Debt Instrument Signing by Legal Representative.

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Requirements for Foreign Natural Persons: ID card, Citizenship Card, Passport, Visa, as applicable.

Proof of address any of the following bills: Power, Water, Internet, and Cable TV. Birth certificate or its equivalent.

Fill out a form with his / her Personal Data and personal statements.

Bank Account Information, Standardized Bank Code, SWIFT / BIC Code, and Banking Institution.

Convertible Participative Private Equity Investment Agreement as Debt Instrument Signing.

Requirements for Foreign Legal Entities: Articles of Incorporation of Legal Entity.

Power of Attorney of Legal Representative or Attorney-in-Fact, as applicable.

Legal Representative and Legal Entity Tax ID issued by its Tax Authority, as applicable.

Legal Representative or Attorney-in-Fact ID card, Citizenship Card, Passport, Visa, as applicable.

Proof of address any of the following bills: Power, Water, Internet, and Cable TV. Fill out a form with its Legal Entity Data.

Bank Account Information, SWIFT / BIC Code, and Banking Institution.

Convertible Participative Private Equity Investment Agreement as Debt Instrument Signing by Legal Representative.

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Granted Rights to Shareholders: Simple Bonds grant right to Shareholders the right to receive interest as Net Returns by means of Performance Distributions, with the understanding that such right will be limited to liquid resources that from time to time form part of the Private Equity Investment Fund as Debt Instrument, under the terms and conditions established in Convertible Participative Private Equity Investment Agreement as Debt Instrument. In addition, ENERMAS LATINOAMÉRICA has the right to buyback Simple Bonds Series “B”, which from that moment on will be part of the Company’s Treasury, as Unsubscribed Shares, as established in Article 17 of the Securities Market Law, in accordance with the provisions of Article Eight of ENERMAS LATINOAMÉRICA Bylaws and Clause Twelve Two of ENERMAS LATINOAMÉRICA Shareholders’ Agreement.

Guarantees: Simple Bonds will count as any Security Interest or Personal Guarantee in favor of corresponding Shareholder.

Fund’s Contributions Depositary; “Energía y Medio Ambiente del Sureste de Latinoamérica, Sociedad Anónima Promotora de Inversión de Capital Variable (S.A.P.I. de C.V)”; Bank Account: 261-98278-001-1, SWIFT / BIC Code RGIOMXMT, Standardized Bank Code 058905000012362579 for deposits in Foreign currency; Banking Institution BANCO REGIONAL, S.A., INSTITUCION DE BANCA MULTIPLE, BANREGIO GRUPO FINANCIERO. Investments: In accordance with the provisions of the Convertible Participative Private Equity Investment Agreement as Debt Instrument entered, the Manager may directly or indirectly perform Investments consisting of Initial Capital, such as everything related to planning, design, construction, development, operation and maintenance of Promoted Projects in energy, environment and infrastructure sectors, such as Adjacent Businesses; with the understanding that as long as resources obtained from Issuance are not invested in Investments, they may be Invested in Permitted Securities. Private Equity Investment Fund Purposes as a Debt Instrument: Fund main purpose is to establish Manager contractual rules to perform Company Simple Bonds

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Series “B” Issuance, by means of Private Offering placement in the OTC Trading Systems in Mexico; the Company will receive amounts derived from Simple Bonds and apply such amounts to perform Investments and pay those Expenses and other concepts indicated in the Convertible Participative Private Equity Investment Agreement as Debt Instrument, in accordance with the terms thereof. ENERMAS LATINOAMÉRICA as Fund Manager will ensure that Investments are administered, including Divestments performance, Distributions to Shareholders in first place, Distributions performance to Manager in second place, as well as any other payment foreseen in the Convertible Participative Private Equity Investment Agreement as Debt Instrument and the other Transaction Documents.

Intended use of the Private Equity Investment Fund as a Debt Instrument: Capital obtained from Simple Bonds Initial Issuance will be preferentially allocated to Promoted Projects in energy, environment and infrastructure sectors, being able to perform Permitted Investments in Adjacent Businesses, such as participating in Consortiums, Coinvestments, Joint Ventures, Clusters, as determined by the Investment Committee, as established in the Convertible Participative Private Equity Investment Agreement. (See Section: “III. Transaction Structure - 4. Business Plan and Investments and Divestments Schedule - 4.1 Investment Objective - 4.1.2 Investment Criteria - 4.1.3 Diversification Requirements” of this Prospectus), with the understanding that such Investments may NOT exceed the amount authorized by the Investment Committee, for all legal purposes.

Private Equity Investment Fund Liquidation as a Debt Instrument: Fund will be liquidated and net resources of such liquidation will be distributed among Shareholders in the first place and Distributions Performance to Manager in the second place, in accordance with the rules set forth in Convertible Participative Private Equity Investment Agreement as Debt Instrument.

Distributions and Payments Sources: Distributions and payments to be performed in terms of Simple Bonds Series “B”, based on the number of outstanding Simple Bonds at the time that Distribution is performed.

Amortization: Main Simple Bonds Series “B” will be amortized in full in a single installment on Due Date.

Early Amortization: Simple Bonds Series “B” may not be redeemed early.

Distributions Date: Distributions will be performed to Shareholders in the first place and Distributions Performance to Manager in the second place within 30 calendar days after resources are obtained leading to a Distribution with respect to the corresponding Simple Bonds Series “B”; provided that Distributions amount to be performed DO NOT exceed $600,000.00 (six hundred thousand pesos 00/100 M.N.) and/or equivalent amount in BYN, corresponding to Divestments considered individually, with the understanding that the Manager may perform Distributions for amounts less than such amount. In this manner, the Manager will determine a Business Day with a Distribution date and the Shareholder will be notified at least 6 Business Days in advance and will pay the Distribution proportionally with respect to each corresponding Simple Bond Series “B” of which each Shareholder owns on such Distribution Date.

Place and Payment method: All payments to be performed to Shareholders will be performed proportionally for each Outstanding Simple Bond Series “B”, by means of electronic transfer

by Standardized Bank Code, from Bank Account, as established in the Convertible Participative Private Equity Investment Agreement as Debt Instrument, for such purpose.

Offering Notice Issuance Date in the OTC Trading Systems in Mexico: November 13th. 2021.

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Private Offering Date in the OTC Trading Systems in Mexico: November 16th. 2021.

Notice Issuance Date for Information Purposes: November 13th. 2021. (Three to five days after Private Offering Notice).

Simple Bonds Initial Issuance Date: November 16th. 2021. (Two to three days after Notice Issuance Date for Information Purposes).

Settlement Date: Each Shareholder from respective Simple Bonds Series “B” will have the right to receive Distributions Settlements within 365 days, with a return based on the Net Rate on an annualized basis; in accordance with the terms of the Convertible Participative Private Equity Investment Agreement as Debt Instrument.

Net Resources from Initial Issuance: From the total amount of Initial Issuance of 6 500 000.00 BYN (Six Million Five Hundred Thousand BYN), Issuance Initial Expenses will be deducted, which will represent 422 500.00 BYN (four hundred and twenty-two thousand five hundred BYN) and it will be added 747 500.00 BYN (seven hundred and forty-seven thousand five hundred BYN) to constitute the Independent Advisory Expenses Reserve. In total the Private Equity Investment Fund will have Net Resources of 5 330 000.00 BYN (five million three hundred and thirty thousand BYN), which will be used to perform Investments, and pay Fund Expenses.

See section “II. Private Offering - 3. Expenses Related to Offering” of this Prospectus.

Simple Bonds Buyback Date to Shareholders: Within a period of 1 year, equivalent to 365 days, ENERMAS LATINOAMÉRICA will buyback to each Shareholder that is owner of the respective Simple Bonds Series “B”, as stated in the Convertible Participative Private Equity Investment Agreement as Debt Instrument, in accordance with the provisions of Article 17 of the Securities Market Law and Article Eight of ENERMAS LATINOAMÉRICA Bylaws and Clause Twelve Two of ENERMAS LATINOAMÉRICA Shareholders’ Agreement.

Payment method for Simple Bonds Buyback to Shareholders: ENERMAS LATINOAMÉRICA will buyback by electronic transfer to each Shareholder who owns the respective Simple Bonds Series “B”, as stated in the Convertible Participative Private Equity Investment Agreement as Debt Instrument, in accordance with the provisions of Article 17 of the Securities Market Law; Eighth of ENERMAS LATINOAMÉRICA Bylaws and Clause Twelve Two of ENERMAS LATINOAMÉRICA Shareholders’ Agreement; with the understanding that Buyback payment must be received by each of Shareholders who own the respective Simple Bonds Series “B” and with respective electronic transfer checking balance, the provisions of the Convertible Participative Private Equity Investment Agreement as Debt Instrument will be fully complied with for such purpose, thereby cancelling Simple Bonds Series “B” issued for Shareholder.

Tax Investment Risks: Investors as Individuals (Natural Persons) and/or Legal Entities domestic or foreigners as the case may be; are not exempt under the Tax Legislation Applicable in Mexico, to mention in their tax return with respect to the Net Rate Returns paid in terms of Simple Bonds in accordance with the provisions of the Income Tax Law. Investors must consider that the applicable tax regime according to the Private Offering that will be promoted by means of the OTC Trading Systems in Mexico described in this Prospectus, including the tax regime applicable to the distributions and/or income derived from Simple Bonds placement, which have NOT been validated or verified by the corresponding tax authority.

Investors are advised to consult their own tax advisors. Each Investor must evaluate how he / she will comply in his / her tax return and tax obligations with respect to any applicable Taxes.

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Compliance with such tax obligations may be complex and expensive. Failure to comply with the Investment criteria or diversification requirements subsequent to an Investment performance by means of the Simple Bonds may adversely affect its capacity as a Shareholder, as it may contravene the applicable tax regime.

Simple Bonds described in this Prospectus are NOT registered in the National Securities Registry (RNV) and are NOT eligible to be listed in the corresponding listing in the Mexican Stock Exchange (BMV) and/or Mexican Institutional Stock Exchange (BIVA). The NONregistration in the National Securities Registry (RNV) does not imply any certification on Simple Bond goodness, regarding to ENERMAS LATINOAMÉRICA solvency as Issuer and Manager of the Private Capital Investment Fund as Debt Instrument and/or on information accuracy or truthfulness contained in this Prospectus, nor does it validate the acts that, in its case, have been performed in violation of the Applicable Legislation in any jurisdiction. This Prospectus will be provided in digital form, so that it is available to the Investor, for its respective analysis, prior to Simple Bonds placement by means of Private Offering that will be promoted by means of the OTC Trading Systems in Mexico.

See section “VIII. Tax Considerations”, section “II. Private Offering - 1.27 Tax Regime” and section “I. General Information - 3. Risk Factors - 3.5 Risk Factors Relating to Bonds - Each Shareholder must perform his/her own determination of the tax regime applicable to” of this Prospectus for a more detailed analysis of the tax regime intended to be obtained.

Tax Regime: In accordance with the Tax Legislation Applicable in Mexico, it can be understood that the Private Equity Investment Fund as a Debt Instrument: it is a transparent figure for tax purposes, since its participating members would be responsible for the tax obligations and not ENERMAS LATINOAMÉRICA as Issuer and Manager of the Fund itself. In case Shareholders are Natural Persons or Legal Entities resident in Mexico for tax purposes or Natural Persons or Legal Entities resident abroad for tax purposes, ENERMAS LATINOAMÉRICA as Issuer and Manager and/or whoever corresponds in terms of the Applicable Legislation, must withhold the Income Tax (ISR) that corresponds to payments performed to them according to the type of income in question. In these cases Shareholders will be provided with a statement indicating the Income Tax (ISR) withheld, name, denomination or corporate name of Shareholder and Shareholder´s Federal Taxpayers Registry (RFC). Annual account statement may be considered as evidence, provided that it contains the aforementioned information and the legend: “Evidence for tax purposes”. Applicable tax treatment may change before Simple Bonds settlement date. Potential purchasers of Simple Bonds must consult their advisors regarding the tax consequences resulting from Simple Bonds buyback, holding or resale, including specific rules application to their particular situation.

Privacy Notice for Personal Data Protection in Possession of Individuals: This Privacy Notice is available to the Investors participating in the Private Offering that will be published privately by means of the OTC Trading Systems in Mexico, in compliance with the provisions of article 15 of the Federal Law for Personal Data Protection in Possession of Individuals, as well as other applicable legal provisions. With the understanding that in the cases in which personal data treatment is referred in some of the causes or situations foreseen by article 10 of the Federal Law for Personal Data Protection in Possession of Individuals, it will not be necessary consent.

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P R O S P ECT U S INFORMAT I ON FO R A D I T IONA L S T R AT EG IC INVES TOR S

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ENERMAS LATINOAMÉRICA is a Mexican company committed to personal data protection right of any Shareholder, in accordance with the second paragraph of Article 16 of the Political Constitution of the United Mexican States.

ENERMAS LATINOAMÉRICA is RESPONSIBLE for Shareholder personal data treatment, who grants his / her consent to this notice. ENERMAS LATINOAMÉRICA is committed to observe legality, consent, information, quality, purpose, loyalty, and proportionality and responsibility principles in personal data treatment, privacy rights and informative self-determination, which are stated in this Privacy Notice.

By having access to the OTC Trading Systems in Mexico used by ENERMAS LATINOAMÉRICA, Shareholder, by accepting this Privacy Notice, expressly grants ENERMAS LATINOAMÉRICA his/ her consent for domestic and international transfer of his/her personal data, provided that the recipient of the data assumes the same obligations assumed by ENERMAS LATINOAMÉRICA. Likewise, ENERMAS LATINOAMÉRICA commits itself to transfer only that information necessary for the same purpose for which this notice is issued.

ENERMAS LATINOAMÉRICA will establish and maintain security, administrative, technical and physical measures to protect personal data against damage, loss, alteration, destruction or unauthorized use, access or treatment. These measures will not be less than those maintained by ENERMAS LATINOAMÉRICA for the management of its own information.

Shareholder´s Rights: According to the Personal Data Protection Law, you as Shareholder has right to exercise at any time your rights of access, rectification, cancellation and opposition of your information, through a written request addressed to callcenterenermas@enermas.mx who may request for your protection and benefit, documentation that proves corrections to the data in case you request rectification of the same. You as SHAREHOLDER can request cancellation of your personal data kept by ENERMAS LATINOAMÉRICA. Likewise, you as Shareholder can limit your personal data use and distribution through a written request to ENERMAS LATINOAMÉRICA. Notwithstanding the foregoing, it is possible that ENERMAS LATINOAMÉRICA may be obliged according to the Applicable Legislation in Mexico to keep some or all of your personal data. It is important that the changes you intend to perform to your personal data are correct and will not be deleted those data that by obligation or legal provision must be kept by ENERMAS LATINOAMÉRICA. The request must be submitted by Shareholder or his / her Legal Representative, (as applicable); to the above mentioned address, such request must contain: a) Shareholder full name and address or other means to communicate the answer, including e-mail address. b) Documents proving your identity or the Legal Representative, c) A clear and precise personal data description in respect of which he/she seeks to exercise his/ her rights, d) Any other element that facilitates Shareholder personal data location.

ENERMAS LATINOAMÉRICA will communicate to Shareholder within a maximum of 20 calendar days, counted from request receipt for access, rectification, cancellation or opposition, the determination adopted, in order to be effective within the following 15 calendar days. These terms may be extended for an equal period when, at ENERMAS LATINOAMÉRICA’s discretion, the circumstances of the case justify it.

The access rights proceeds when Shareholder wants to know which of his personal data are held

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by ENERMAS LATINOAMÉRICA and the applicable Privacy Notice.

An access request will be fulfilled by making available to Shareholder or his / her Legal Representative, upon proof of identity, documents containing required personal data, either by copies or scanned by digital means, containing such information, or any other means determined

by ENERMAS LATINOAMÉRICA. Data delivery will be charge free as long as access request is not repeated in a period of less than 12 months. Shareholder will uniquely cover reproduction costs in copies or other formats, as the case may be.

Shareholder may rectify his/her personal data when they are inaccurate or incomplete, indicating in rectification request the changes to be performed and providing ENERMAS LATINOAMÉRICA with documentation supporting his/her request. In case Shareholder request is accepted, ENERMAS LATINOAMÉRICA must inform data processors and third parties about changes in question, in case there have been data transfers according to this Privacy Notice terms.

Cancellation right consists in data deletion and may be preceded by a blocking period during which data may not be processed. Personal data cancellation shall not proceed in the cases provided for by the Applicable Legislation in any jurisdiction.

Shareholder shall have the right at any time and for legitimate reasons to object to his/her data processing. If request is admissible, ENERMAS LATINOAMÉRICA will not be able to process Shareholder data.

ENERMAS LATINOAMÉRICA may deny access to personal data, or perform any rectification, cancellation or oppose when a petitioner is not a Shareholder or a Legal Representative is not duly accredited to do so, when in its database there are no Shareholder personal data, when a third party rights are injured, when there is a legal impediment or a competent authority resolution that restricts access to personal data or does not allow its rectification, cancellation or opposition and when it has been previously performed.

In case of Privacy Notice changes, ENERMAS LATINOAMÉRICA will inform Shareholder by means of a written notice that will be published in the web page www.enermas.mx if it is appropriate, through Shareholder´s e-mail previously provided to ENERMAS LATINOAMÉRICA. If Shareholder agrees with modifications performed to Privacy Notice, he/she must deliver document that includes such modifications, duly signed with attention to ENERMAS LATINOAMÉRICA within the following 5 working days.

Personal data processing consent may be revoked by means of a written notice provided

by Shareholder data subject in writing, addressed to the e-mail address indicated in this Privacy Notice, which includes consent revoking reasons.

ENERMAS LATINOAMÉRICA will process access, rectification, cancellation and opposition requests, which will be in charge of ENERMAS LATINOAMÉRICA, whose physical address is located at the address indicated at the beginning of this notice and whose e-mail address for any doubt or comment regarding this Privacy Notice has been previously indicated.

ENERMAS LATINOAMÉRICA will process requests for access, rectification, cancellation and opposition, work that will be in charge, whose physical address is located at the address indicated at the beginning of this notice and whose email for any questions or comments regarding this Privacy Notice has been indicated above.

By providing us with your data, you acknowledge that you understand and agree to the collection and transmission of your personal information and data by ENERMAS LATINOAMÉRICA as stated in this Privacy Notice.

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Applicable Legislation to the Private Offering in Mexico: The Private Offering will be governed and interpreted in accordance with the provisions of articles: 1, sections III and IV; 2, section XXIV; 8, sections II and IV; and, 232, section III, of the Securities Market Law in force in Mexico.

In terms of the provisions of Federal Law on the Prevention and Identification of Transactions with Illicit Origin Resources, with the understanding that if any of “The Parties” does not have knowledge of the mentioned Law, nor its content will not exempt it from its compliance.

Prevention and Identification of Transactions with Illicit Origin Resources: In accordance with the provisions of the Federal Law on the Prevention and Identification of Transactions with Illicit Origin Resources, and Complementary Provisions, cash deposits will not be received in the accounts of ENERMAS LATINOAMÉRICA through bank teller window.

In case ENERMAS LATINOAMÉRICA identifies this type of deposits, it will make them available to the Investor as Shareholder, when making the transfer to the account number for its return, which was declared in Statements and Personal Data Form.

Authority and Jurisdiction: as well as for all matters not provided for, it must be subjected to the jurisdiction of the Courts and Authorities, established in the jurisdiction of the City and Port of Veracruz, State of Veracruz de Ignacio de la Llave; expressly waiving any other present or future jurisdiction that may correspond to them, as established in Articles Four and Five of the Company’s Bylaws; in accordance with Article 14 of the Foreign Investment Law Regulations and the National Registry of Foreign Investments.

Consideration: ENERMAS LATINOAMÉRICA acts as Issuer and Manager, granting rights for services supply fees, under the Convertible Participative Private Equity Investment Agreement as Debt Instrument; therefore, a Series “B” Management Fee from must be paid to ENERMAS LATINOAMÉRICA by the Shareholder and, if applicable, other Series “B” Management Fees described in section “III. Transaction Structure - 7. Manager´s Fees, Costs and Expenses - 7.1 Management Fees” of this Prospectus.

No other information published by ENERMAS LATINOAMÉRICA by any printed or digital media means, it is part of this Prospectus.

No person outside ENERMAS LATINOAMÉRICA may enter into transactions with Investors who have access to Private Offering through the OTC Trading Systems in Mexico; nor he / she is authorized to provide information or perform any statement that is not contained in this Prospectus. As a result of the above, any information or statement that is not contained in this Prospectus must be understood as not authorized by ENERMAS LATINOAMÉRICA; with the purpose of preventing Computer Fraud and as stated in the Privacy Notice of Protection of Personal Data Protection in Possession of Individuals of this Prospectus.

In case of any breach by Persons who have access to this Prospectus, regarding to Confidentiality and Non-Disclosure terms stated in the Convertible Participative Private Equity Investment Agreement as Debt Instrument, ENERMAS LATINOAMÉRICA reserves the right to invoke the provisions of article 380 of the Securities Market Law; for proceeding before legal and competent authorities in its jurisdiction.

No rating agency will issue any opinion or evaluation about Simple Bonds Series “B” credit quality.

Piedras Negras, Tlalixcoyan, Veracruz, November 2021.

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G E N E R A L I N F OCROMNATTEI O NN T

ENERMAS LATINOAMÉRICA

INDEX SECTION I I. GENERAL INFORMATION

2. Executive Summary.

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2.1 Introduction.

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2.2. The Parties.

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2.3 Business Plan.

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2.3.1 Investment Objective, Investment Criteria and Diversification Requirements.

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2.3.2 Investments Origin.

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2.3.3 Investment Strategy.

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2.3.4 Investments and Disinvestments Schedule.

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2.3.5 Value Capture and Investment Process.

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2.4 Fund Structure and its Investments.

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2.4.1 Reserves Establishment.

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2.4.2 Fund Flows.

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2.4.3 Disinvestments.

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2.4.4 Distributions Rules.

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1. Glossary.

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2.4.5 Bridge Investments.

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2.5 Third Party Co-Investors.

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2.6 Issuance and Shareholders Interests Protection General Policies.

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2.7 Competitive Advantages.

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3. Risk Factors.

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3.1 Risk Factors related to Promoted Project Investments.

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3.1.1 Specific investments may not be identified.

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3.1.2 Investment opportunities may not be identified for the Fund.

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3.1.3 Investment and Disinvestment Instruments performance may be difficult.

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3.2 Risk Factors related to Energy, Environment and Infrastructure Projects.

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3.2.1 Budgets may vary significantly from the estimates at Investment time.

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3.2.2 Management and Performance Projects may not comply with Investment Schedule.

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3.3 Risk Factors Related to the Manager.

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3.3.1 Simple Bonds Shareholders will be Passive Investors and Fund Management will be entrusted primarily to the Manager.

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3.3.2 No history of operational risk.

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3.3.3 The Manager will be responsible for third parties hired performance.

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3.3.4 Certain Investments and Divestments may be approved by the Investment Committee, without Shareholders Series “B” Meeting intervention.

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3.4 Risk Factors related to the Fund´s Structure.

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3.4.1 The Fund may be used to pay taxes and other amounts.

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3.5 Risk Factors Relating to Bonds.

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3.5.1 Simple Bonds are NOT Suitable Instruments for any Investor.

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3.5.2 No Securities Rating Agency will issue any opinion or evaluation regarding to Simple Bonds credit quality.

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3.5.3 Tax Obligations compliance complexity.

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3.5.4 Series “B” Simple Bonds Tax Regime Modification.

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3.5.5 The Fund will be used to pay Expenses that may be uncertain.

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3.5.6 The Fund tax structure may be modified or its interpretation may change.

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3.6 Risk Factors related to Mexico in the Global Environment.

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3.6.1 Mexico´s Macroeconomic Situation may change adversely.

65

3.6.2 Reforms to Applicable Laws may affect investments and the Fund

66

3.7 Estimates and Associated Risks.

66

4. Private Documents.

67

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II. PRIVATE OFFERING.

1.1 Offering Type.

67

1.2 Offering Amount.

68

1.3 Offering Issuer and Fund Manager.

68

1.4 Instrument Type.

68

1.5Bond Denomination.

68

1.6 Bonds Validity.

68

1.7 Offering Receiver, and its Requirements.

68

1.8 Shareholders Rights.

69

1.9 Bonds Number Issue.

70

1.10 Simple Bonds Par Value in Initial Issuance.

70

1.11 Guarantees.

70

1.12 Investments.

70

1.13 Private Equity Investment Fund Purposes as a Private Debt Instrument.

70

1.14 Private Equity Investment Fund Destinations as a Private Debt Instrument.

71

1.15 Initial Issuance Net Resources.

71

1.16 Private Equity Investment Fund Liquidation as a Private Debt Instrument.

71

1.17 Repayment.

71

1.18 Early Repayment.

71

1.19 Distribution place and payment method.

72

1.20 Offering Notice Publication Date in the OTC Trading Systems in Mexico.

72

1.21 Private Offering Date in the OTC Trading Systems in Mexico.

72

1.22 Notice Publication Date for Informational Purposes.

72

1.23 Simple Bonds Initial Issuance Date.

72

1.24 Distribution Liquidation Date.

72

1.25 Share Buyback Date to Shareholders.

72

1.26 Share Buyback Payment Form to Shareholders.

73

1.27 Tax Regime.

73

1.28 Simple Bonds Potential Purchasers.

73

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67

1.29 Applicable Law to Private Offering in Mexico.

74

1.30 Authority and jurisdiction.

74

1.31 Performance Guarantee based on Net Rate.

74

1.32 Privacy Notice for Personal Data Protection in Private Parties Possession.

74

1.33 Fund Contributions Deposit.

78

E N E R M A S L ATA M

1. Offering Features.

67

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P R O S P ECT U S INFORMAT I ON FO R A D I T IONA L S T R AT EG IC INVES TOR S

2. Funds Destination.

78

3. Expenses Related to Private Offering.

79

III. TRANSACTION STRUCTURE.

79

1. General Description.

79

1.1 Fund and Investments.

79

1.2 Co-Investor Investment Commitments.

81

1.3 Parallel Vehicles.

82

1.3.1 The Manager must endeavor to ensure that Fund rights exercise and Parallel Vehicles regarding to Investments are performed in a coordinated manner.

82

1.4 Third Party Co-Investors.

82

1.5 Fund Structure and its Investments.

84

1.5.1 Issuance Resources Application.

85

1.5.2 Reserves Establishment.

86

1.5.3 Fund’s Accounts Products Distribution.

88

1.5.4 Divestments and Returns Distribution based on Net Rate.

88

1.5.5 Bridge Investments.

88

1.6 Corporate Governance.

89

1.6.1 Investment Committee.

89

1.6.2 Shareholders’ Meeting.

89

1.6.3 The Manager.

90

1.6.4 External Auditor.

90

1.6.5 Agreements Absence.

90

2. Private Equity Investment Fund as a Private Debt Instrument.

2.1 Fund’s Assets Description and Investment Features.

3. Transaction Document Description.

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18

90 90 91

3.1 Convertible Participative Private Equity Investment Agreement.

91

3.1.1 The Parties.

92

3.1.2 Fund Purposes.

92

3.1.3 Fund Object.

94

3.1.4 Fund Integration.

95

3.1.5 Fund Accounts.

96

3.1.6 Reserves General Account.

96

3.1.7 Funded Capital Account.

98

3.1.8 Series “B” Account Distributions.

98

P R E S E N TAT I O N

3.1.9 Investments in Permitted Securities.

98

3.1.10 Investment Approval Process.

98

3.1.11 Divestments Approval Process.

99

3.1.12 Transparency and Accountability Obligations.

100

3.1.13 The Manager - Rights and Obligations.

101

3.1.14 Investment Committee.

102

3.1.15 Key Officers.

102

3.1.16 External Auditor.

103

3.1.17 Parallel Vehicles.

103

3.1.18 Third Party Co-Investors.

104

3.1.19 Consideration.

104

3.1.20 Validity and Termination.

104

3.1.21 Transactions Prevention and Identification with illegally obtained resources.

105 105 105

4.1.1 Expected Returns.

105

4.1.2 Investment Criteria.

106

4.1.3 Diversification Requirements.

111

4.2 Investments Source.

111

4.3 Investments and Disinvestments Schedule.

112

4.4 Investment Strategy.

113

4.5 Value Capture and Monitoring.

115

4.6 Investment Process.

116

4.6.1. Opportunities Creation.

116

4.6.2 Analysis.

117

4.6.3 Structuring.

119

4.6.4. Monitoring.

120

4.6.5 Exit.

121

4.7 Differentiators and Competitive Advantages.

122

4.7.1 Partnership Vehicle.

124

5. Issuance and Protection General Policies of Shareholders Interests.

124

5.1 Issuance General Policies.

124

5.2 Protection Mechanisms for Shareholders Interests / Corporate Governance.

124

5.2.1 The Manager.

124

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4.1 Investment Objective.

E N E R M A S L ATA M

4. Business Plan and Investments and Divestments Schedule.

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20

5.2.2 Investment Committee.

125

5.2.3 Shareholders’ Meeting.

126

6. Relevant Debtors.

127

7. Manager’s Fees, Costs and Expenses.

127

7.1. Management Fees.

127

7.2 Other costs and expenses.

127

8. Other Third Parties Obligated to the Fund and/or with Shareholders.

127

9. Transactions with Related Parties and Conflicts of Interest

128

IV. ENERGY AND INFRASTRUCTURE INVESTMENTS IN MEXICO.

128

1. Introduction.

128

2. Energy and Infrastructure in Mexico.

130

2.1 Public-Private Partnerships in Mexico.

130

2.2 State-owned Productive Enterprises.

134

2.2.1 Petróleos Mexicanos Transformation (PEMEX).

136

2.2.2 Value Chain of the Oil Industry.

138

2.2.3 Comisión Federal de Electricidad Transformation (CFE).

139

2.2.4 Power Market Control.

140

2.2.5 Power Industry Value Chain.

141

2.2.6 Clean Energy Certificates (CEL).

142

2.2.7. Bodies under the Ministry of Energy (SENER).

143

2.2.8. Decentralized Agencies under the Ministry of Energy (SENER).

145

2.2.9. Majority State participation under the Ministry of Energy (SENER).

150

2.3 Infrastructure in Mexico.

152

2.3.1 Transportation in Mexico.

152

2.3.2 Water Supply and Sanitation Services in Mexico.

153

2.3.3 Technology Transfer, Knowledge and Innovation in Mexico.

156

2.3.4 Telecommunications in Mexico.

157

2.3.5 Cybersecurity, Cyberintelligence, Robotics and Artificial Intelligence in Mexico.

158

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V. THE MANAGER.

1.1 Manager´s History and Development.

160

1.2 Business Description.

160

1.2.1 Main Business Activity.

160

1.2.2 Applicable Law within Company scope.

160

1.2.3 Tax Status.

160

1.2.4 Human Assets and Key Officers.

160

1.2.5 Organizational Structure.

161

1.2.6 Remuneration Policy.

161

1.2.7 Partnership Vehicle.

162

1.2.8 Corporate Governance.

163

1.2.9 Dynamic Shareholdings.

164

1.2.10 Institutional Strengthening.

164

1.2.11 Talent Development and Training Plans.

165

1.2.12 Key Officers Time Commitments.

165

1.2.13 Continuity Plan.

165

1.2.14 Corporate Structure.

166

1.2.15 Key Assets Description.

166

1.2.16 Judicial, Management or Arbitration Proceedings.

166

1.2.17 Company’s Share Capital Representation.

166

1.2.18 Macroeconomic Model: “Multieconomía Asociativa”.

167

1.3 Bylaws and other legal instruments.

169

1.3.1 Legal and Juridical Company´s Capacity.

170

1.3.2 Company’s share capital.

173

1.3.3 Company’s Management.

174

1.3.4 Company’s Shareholders Meetings.

180

1.3.5 Company’s Officers.

182

1.3.6 Company’s Surveillance.

183

1.3.7 Company’s Financing Acceptance.

185

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159

1.3.8 Company’s Financial Years and Financial Information.

185

1.4 External Auditors.

186

1.5 Related Party Transactions and Conflicts of Interest.

186

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1. General Description.

159

2.1 Manager’s Experience.

188 188

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2. ENERMAS LATINOAMÉRICA Staff features and experience.

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VI. TAX CONSIDERATIONS.

189

VII. RESPONSIBLE PERSONS FOR SIMPLE BONDS ISSUANCE.

195

VIII. PRIVATE EQUITY INVESTMENT FUND MANAGEMENT KEY OFFICERS AS A PRIVATE DEBT INSTRUMENT.

196

IX. RELATED MANIFESTS TO PROSPECTUS.

197

SECTION II

200

EXHIBITS .

200

EXHIBIT 1. – Company’s Registration Documents EXHIBIT 2. – Company’s Corporate Purpose EXHIBIT 3. - Arturo Delfín Loya Resume, as ENERMAS LATINOAMÉRICA General Director and Main Key Officer of the Private Equity Investment Fund as a Private Debt Instrument EXHIBIT 4. - Convertible Participative Private Equity Investment Agreement as Debt Instrument EXHIBIT 5. - Statements Form and Additional Strategic Investors Personal Data as Series “B” Shareholders

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NOTES Exhibits included are part of this Prospectus.

201

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I. GENERAL INFORMATION. 1. Glossary.

Terms listed below will have the following meanings (all terms in this section and elsewhere in this Prospectus used in the singular form shall have the same meaning when used in plural form and vice versa): “Share” shall mean a Title, Certificate or Bond that establishes proportional participation that its shareholder has in the Company’s Share Capital.

“Shares Series B” shall mean over the Class of Shares of ENERMAS LATINOAMÉRICA, which grant a degree of rights to its Shareholders.

“Outstanding Shares” shall mean of those Common Shares that ENERMAS LATINOAMÉRICA has issued, except those that have been bought back by the Company. They are those Shares that have been subscribed by Investors through a Private Offer in accordance with the provisions of Article 8 (eight) of the Securities Market Law and therefore, are not represented as belonging to ENERMAS LATINOAMÉRICA in the Balance Sheet.

“Unsubscribed Issued Shares” shall mean of the part of the Capital Share issued by ENERMAS LATINOAMÉRICA, which is resolved by its Board of Directors when acquiring representing shares of its Capital Share, charged to its Shareholders’ Capital to be able to cancel them or convert them into Unsubscribed Shares, without the need to perform a reduction in ENERMAS LATINOAMÉRICA’s Capital Share which are kept in the Treasury, which may not be represented, or voted in Shareholders’ Meetings of any kind, or exercise any social or economic rights of any kind, because it does not constitute an element of Shareholders’ Equity from the financial point of view, as established in Articles 17 (seventeen) of the Securities Market Law and Thirteenth of ENERMAS LATINOAMÉRICA’s Bylaws.

“Shareholder or Founding Shareholder(s)” shall mean assigned to a Person or Group of People, who participated in the Company Incorporation; those who have special rights in company’s annual profit sharing, in the form of Founder Bonds, as established in Articles: 103 (one hundred and three) of the General Corporations Law, Twenty-second of ENERMAS LATINOAMÉRICA’s Bylaws.

“Financing Acceptance” shall mean in case of required Financing Leverage (by means of an Equity Vehicle) pledged to Qualified Investors and/or Additional Strategic Investors and/or Institutional Investors to cover additional bonds, guarantees, counter-guarantees

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“Unsubscribed Shares” shall mean on which NO exhibition has been made, that is, it is issued by ENERMAS LATINOAMÉRICA, but not paid to the Treasury by any Shareholder, as established in Articles 17 (seventeen), second paragraph, of the Securities Market Law.

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P R O S P ECT U S INFORMAT I ON FO R A D I T IONA L S T R AT EG IC INVES TOR S

and insurance, derived from Domestic and International Public Bids and/or Sole Sources and/or Concessions, Licenses, such as those performed in Private Offering Investment Promotion of the in the OTC Market. With the understanding that the Funder (as Investor in the Capital Vehicle), is the contributor of bonds, guarantees, counter-guarantees, additional insurance and/or source of payment that are fundamental for ENERMAS LATINOAMÉRICA’s performance, operation and purposes. As established in Article Forty-Seventh of ENERMAS LATINOAMÉRICA’s Bylaws and Clause Forty-Eighth of ENERMAS LATINOAMÉRICA’s Shareholders’ Agreement.

“Creditor” shall mean any Person (natural person or legal entity, domestic or foreign) that in a business deal delivers any kind of securities and receives in exchange a payment promise or a credit that establishes or increases a balance in its favor.

“Sole Source” shall mean a procedure performed without competition, awarding the Agreement based on Public Bid to a supplier that has been preselected for such purposes by the Public Person, previously indicated in Articles: 42 (forty-two) of the Public Works and Related Services Law and 41 (forty-one) of the Government Acquisitions, Leases and Services Law. “Manager” shall mean ENERMAS LATINOAMÉRICA under Convertible Participative Private Equity Investment Agreement as Debt Instrument terms.

“Affiliate(s)” shall mean regarding to an individual person who controls directly or indirectly through one or more intermediaries, being controlled or are under control of such Person, with understanding of Promoted Projects.

“Anatocism” shall mean with respect to Interest accumulation to principal, to form a Capital by means of a Fund, which in turn yields interest.

“Financial Leverage” is an Anglo-Saxon term, which indicates the degree to which a business is financed by borrowing rather than by Shareholders’ Equity (i.e. the level of a company’s debt compared to its equity). This is equivalent to Gearing term used in the United Kingdom.

“Initial Contribution” or “Initial Capital” shall mean investor cash contribution performed in favor of ENERMAS LATINOAMÉRICA, receiving Simple Bond guarantee benefits; granted Investor the right to be a Company’s Shareholder Series “B”.

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“Public – Private Partnership (PPP)” shall mean any alliance between both sectors through a legal instrument to perform productive and infrastructure projects and / or a management assignment or any scheme performed to establish a long-term contractual relationship, which include: I. – Services supply to public sector or to end users, in which rights are granted under permits, licenses, concessions and other authorizations, which are transferred in whole or in part for infrastructure use supplied by private sector (assuming a significant responsibility in management, risk, and remuneration linked to performance),

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GENERAL INFO GR LO MSASTAI O RN Y

with objectives for increasing social welfare and investment levels in the country, notwithstanding to the provisions of International Treaties or.

II. – Productive investment development, applied research or technological innovation.

It must be highlighted that it is not allowed to be held in Mexico with respect to: a) Productive nature activities to public sector by the Regulatory Law of Constitutional Article 27 (twenty-seven) in the Petroleum Branch, as established in Articles: 10 (ten) of the Public-Private Associations Law and 5 (five) of the Regulation of the Public Private Associations Law; b) The other strategic areas, and c) Projects in which less than half of resources contributed by the Public Sector are federal resources.

“Government Authority” means any of the following: I. – The Federal Government of the Mexican Republic, any State or Municipal Government of Mexico or any subdivision thereof.

II. – Any Ministry and/or agency, undersecretary and/or Body of Centralized Federal, State and/or Municipal Public Agency of Mexico, any decentralized Federal, State and/ or Municipal Public Agency of Mexico, and/or any public Trust or productive company of the Mexican Government or Federal, State or Municipal Company where the State holds the majority of the shares.

III. – Any Federal and/or State Court in Mexico.

IV. – Regarding to any Arbitration Court and/or any other Body with similar functions of Authority whose jurisdiction is voluntarily accepted by such Person.

“Public Bid Bases” shall mean an Administrative Procedure for contractual preparation, by which a public agency in its administrative function exercise, invites interested parties to submit Proposals based on established in the specifications, and it will be selected the most suitable.

“Bond(s)” shall mean a Security in Shares, in the Social Parts, which are issued in Series and represent the Share Capital of a Legal Entity; debentures under applicable domestic or foreign laws terms and other debt securities, nominative or innominate, registered or not in the National Securities Registry (RNV), referred to in Article 2, Section XXIV, of the Securities Market Law.

“Invested Capital” shall mean total amount invested by the Investors that are part of the Fund, with the resources resulting from the Initial Capital for Simple Bonds Issuance, which

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“Working Capital” shall mean a short-term liquidity measurement (cash) and it is equal to current assets (such as cash and accounts receivable) less current liabilities (Private Financing).

25

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“Simple Bond” shall mean the instrument that represents a Private Debt of the Issuer, leaving it as a payment guarantee to Shareholder, constituting him / her as a Shareholder or Temporary Partner and as a creditor; granting the right to collect Interest based on the Net Return Rate and capital collection by means of Bond’s Share Buyback by the Issuing entity, within aforementioned Bond term.

P R O S P ECT U S INFORMAT I ON FO R A D I T IONA L S T R AT EG IC INVES TOR S

does not form part of the Investable Amount, nor Shareholders Remaining Commitments.

“Private Equity” or “Private Capital” shall mean investments in private companies that do not provide open access to general public to acquire Equity Shares. They can only be invested in through Private Equity Investment Funds as Private Debt Instrument, as well as in other investment strategies.

“Share Capital” shall mean shares, partnership interests or other securities or representative rights or equivalent participations; however they are called, which form part of the Fixed and Variable Company’s Share. With the understanding that it has the meaning of the Capital that has been registered through the Company’s Articles of Incorporation registration.

“Capitalization” shall mean over Outstanding Shares Value by their number; which allows ENERMAS LATINOAMÉRICA different Financing Sources combination in a certain term.

“Cluster” is an Anglo-Saxon term, which refers to companies conglomerate that are interrelated with each other; working in the same industrial sector and collaborating strategically to obtain common benefits.

“Co-investment” shall mean of any investment vehicle or mode and/or Investment Project and Program that intends to be developed through any scheme that implies a contingent liability creation established under a legal instrument entered into between 2 (two) or more Persons (Natural or Legal) that represent domestic and international Public and/or Private Sector; in which schemes are established that allow associating to generate greater productivity and profitability and / or share costs, expenses, investments, risks and other aspects of the activities that they are entitled, through which they acquire or maintain some participation.

“Co-Investor” shall mean any Person who has legal and financial capacity to become a CoInvestor, in accordance with Applicable Legislation provisions in any jurisdiction, for such purpose.

“Concession or Concession Title” shall mean of the Right Assignment for a determined period of time, legally allowing administration, management, and exploitation of goods and/or services supply that the Person (Public and/or Private) grants in favor of Corporate Purpose ENERMAS LATINOAMÉRICA fulfillment (See Exhibit 2) stated in Article Two of the Company’s Bylaws.

“Consortium” shall mean, as mentioned in Article 2 (two), section II (two) of the Securities Market Law. “Convertible Participative Private Equity Investment Agreement” shall mean a legal instrument type, in which one of the parties has predefined its content and the other party adheres and/or accepts with its signature or initials its content.

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“Control” shall mean, with respect to any Person, (the ability of a Person or Group of Persons)

P R I VAT E E Q U I T Y INVES T MENT FUND A S A D E BT I N S T RU MENT

GENERAL INFO GR LO MSASTAI O RN Y

to perform any of the following acts: I. Impose, directly or indirectly, decisions in the General Shareholders’ Meetings, partners or equivalent bodies, or appoint or dismiss the majority of the directors, managers or their equivalents, of a Legal Entity.

II. Maintain rights ownership that allow, directly or indirectly, to exercise the vote with respect to more than 50% of a legal entity´s share capital, or; III. Directly or indirectly direct administration, strategy or main policies of a legal entity, whether through securities ownership, by agreement or in any other way.

As established in Article 2, Section III of the Securities Market Law. “Partnership Agreements” shall mean legal instruments entered into between ENERMAS LATINOAMÉRICA’s Legal Representative and partners, officers and employees from time to time (including the Initial Key Officers) pursuant to which the terms and conditions governing the partnership model for ENERMAS LATINOAMÉRICA under the Shares Series “C” are established.

“Covenant” shall mean a clause incorporated into a legal loan instrument. Its purpose is to guarantee the lender the return of its credit. Creditor’s intention, therefore, is none other than to oblige the debtor to operate in a financially prudent manner. This is intended to protect the cash flows generated by the debtor for the repayment of the debt. Logically, restrictions imposed through this mechanism will increase in proportion to borrower’s financial risk.

“Investment Criteria” means those criteria to be met by any of the participants in the Investment, as stated in section “III. Transaction Structure - 4. Business Plan and Investments and Divestments Schedule - 4.1 Investment Objective - 4.1.2 Investment Criteria” of this Prospectus.

“Funded Capital Account” shall mean ENERMAS LATINOAMÉRICA’s account established in accordance with Convertible Participative Private Equity Investment Agreement, where amounts required by the Manager through Funding Requests will be deposited, in order to perform Investments and Expenses payment required in Investment Projects.

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“Disinvestment” or “Disinvestments” shall mean those transactions, to which the Private Equity Investment Fund as a Private Debt instrument, directly or indirectly, performs any transfer or disposition, in whole or in part, of any of the Investments performed or those transactions for which it receives the product pursuant to similar events.

27

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“Private Equity Investment Fund General Account” shall mean ENERMAS LATINOAMERICA’s account established in accordance with Convertible Participative Private Equity Investment Agreement, in which resources derived from Simple Bonds placement issued in accordance with Initial Issue (in Private Offering through the OTC Trading Systems in Mexico) will be received, The Initial Issuance (in the Private Offering through the OTC Trading Systems in Mexico), and within which the resources of the Reserve for Independent Counseling Expenses will be established, and/or from which Reserve resources for Independent Advisory Expenses will be withdrawn and kept segregated.

P R O S P ECT U S INFORMAT I ON FO R A D I T IONA L S T R AT EG IC INVES TOR S

“Private Debt” shall mean any type private financing, granted for a company, for Capital Invested through Promoted Projects, with or without guarantee (security interest or personal guarantee), and by means of legal instruments permitted by the Securities Market Law. “Tax Discrepancy” shall mean difference generated when a Person has a legal figure, as a taxpayer during a calendar year, performs expenses and investments higher than its declared or undeclared income, administered with other information available to Government Tax Authority, including information provided by a Third Party; in accordance with Article 91 of the Income Tax Law. “Performance Distributions” shall mean cash distributions payable to ENERMAS LATINOAMÉRICA, as Issuer and Manager, regarding to the Private Equity Fund as a Private Debt instrument performance, arising from products originated by Divestments or income amounts from Investments, as described in section “III. Transaction Structure - 1. General Description - 1.5 Fund Structure and its Investments - 1.5.4 Divestments and Returns Distribution based on Net Rate” of this Prospectus.

“Dividends” shall mean Rights stated by ENERMAS LATINOAMÉRICA with Series “B” Shares issuance, in accordance with Convertible Participative Private Equity Investment Agreement as Debt Instrument terms.

“Transaction Documents” shall mean: I. Convertible Participative Private Equity Investment Agreement.

II. Simple Bonds in Guarantee that cover Series “B” Shares.

III. Any other instruments, agreements or contracts to be entered into pursuant to Convertible Participative Private Equity Investment Agreement as Debt Instrument terms.

“Social Causes Donations” shall mean Investment Funds free transfer or in kind for Civil Society Organizations and/or Government Authority, with which ENERMAS LATINOAMÉRICA has Bonding, Collaboration and Participation Agreements with support purpose for Vulnerable Groups or specific causes, as established in Article One Hundred Sixth, Section V of ENERMAS LATINOAMÉRICA’s Bylaws and in Clause Eighty-Third (B) of the Company’s Shareholders’ Agreement.

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“Due Diligence” (is a term used in business) refers to due diligence with which the person in charge or Manager must act under various circumstances when making decisions that compromise its future.

“Surplus Cash” shall mean Investable Amount balance, after deductions and applicable reserves, which has not been invested or committed for investment as provided in Convertible Participative Private Equity Investment Agreement.

“Issuance” shall mean Simple Bonds Issuance that in Guarantee, cover Company’s Shares

P R I VAT E E Q U I T Y INVES T MENT FUND A S A D E BT I N S T RU MENT

GENERAL INFO GR LO MSASTAI O RN Y

Series “B” and that are corresponding to Initial Issuance.

“Initial Issue” shall means Initial Capital Contribution to be performed regarding to Simple Bonds that in Guarantee, cover Shares Series “B”, which is performed on Initial Issue Date.

“Issuer” shall mean the Legal Entity that places securities in the Over the Counter (OTC) Market in Mexico.

“ENERMAS LATINOAMÉRICA” or the “Company” shall mean “Energía y Medio Ambiente del Sureste de Latinoamérica, Sociedad Anónima Promotora de Inversión de Capital Variable (S.A.P.I. de C.V.)”. See “V. The Manager 1. General Description - 1.1 Manager´s History and Development” and Exhibit 1 of this Prospectus.

“ENERMAS LATAM” shall mean “Energía y Medio Ambiente del Sureste de Latinoamérica, Sociedad Anónima Promotora de Inversión de Capital Variable (S.A.P.I. de C.V.)”. See “V. The Manager 1. General Description - 1.1 Manager´s History and Development” and Exhibit 1 of this Prospectus.

“Strategy” shall mean actions set that integrates main goals and policies to be employed by the Company, and, at the same time, establishes coherent actions sequence to be performed.

“Private Financing Strategy” shall mean assistance for short-term cash commitments compliance, such as Working Capital needs and Capital Structure models.

“Capital Structure” shall mean over Financing Sources that the Company (regulated by the Securities Market Law) uses to finance operations or Investments and may include Private Debt Bonds.

“Distribution Date” shall mean any date on which a Distribution or any other payment is to be performed to Shareholders Series “B” in accordance to Transaction Documents.

“Ex-Rights Date” shall mean date that is a Business Day prior to each Record Date.

“Initial Issue Date” shall mean date on which Simple Bonds are first issued.

“Financing” shall mean over the financial monetary resources to perform an economic activity, with the characteristic that generally they are sums borrowed that complement the Company’s financial resources.

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“Option Exercise Deadline” shall mean term in section “II. The Private Offering - 1. Offering Features - 1.26 Share Buyback Payment Form to Shareholders” of this Prospectus.

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“Subscription Deadline” shall mean as in Section “II. The Private Offering - 1. Offering Features” of this Prospectus.

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“Private Financing” shall mean a corporate finance alternative method that supports Company (which is regulated by the Securities Market Law) to obtain cash to avoid a limited time frame of monetary deficit. This method normally serves a Company, which is NOT listed on a Stock Exchange or is unable to seek financing in these markets, because it has NOT Registered Securities in the National Securities Register.

“Fund” and/or “Private Equity Investment Fund” and/or “Private Equity Investment Fund as a Private Debt Instrument” shall mean raising funding through a Simple Bond Offering to an Additional Strategic Investors number, who become Company’s Shareholders, by injecting Private Capital to Fund Manager, to be invested in Promoted Projects, which have a high growth potential so that with those resources, together with the Fund active participation, strategy is defined, in a Corporate Governance implementation, so that the Fund Manager can perform a business plan that allows it to grow in an accelerated manner. Investors as Shareholders, upon having Company’s Simple Bonds issued as Guarantee, receiving a Return based on a Net Rate during business management and at Issue end term, the Manager buybacks Simple Bonds that are covered by Shares Series “B” (as established in Article 17 of the Securities Market Law; in accordance with the provisions of Article Eight of ENERMAS LATINOAMÉRICA’s Bylaws and Clause Twelve Two of the Company’s Shareholders’ Agreement).

“Investment Funds” shall mean an unincorporated entity represented by an manager and depositary company, which performs offers to Investors by means of a financial vehicle to invest their Private Capital in financial assets by Shares or Bonds.

“Financial Fund” shall mean a participants group, such as Individuals (Natural Persons or Legal Entities), who invest part of their Private Capital in an Investment Vehicle, which is promoted and managed by a company and which constitutes a Collective Equity (which has no legal personality, and which is divided into company shares), in order to obtain an economic profitability, maintaining their Invested Capital security and liquidity.

“Private Debt Guarantee” shall mean a mechanism to provide greater security to the investor in cases where there is a significant risk that some condition is not fulfilled or a problem arises; it ensures an agreed obligation fulfillment and thus protects parties rights involved in a commercial or legal relationship.

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“Warrant (Guaranteed Value)” shall mean optional purchase or sale securities issued by stock market intermediaries or by a Company. In exchange for bonus payment, Shareholder acquires optional right to buy or sell to the issuer a certain number of Securities to which they are referred, at an exercise price and within a term stipulated in the document.

“Fund Manager’s Expenses” shall mean in Section “III. Transaction Structure - 5. Issuance and Protection General Policies of Shareholders Interests - 7. Manager´s Fees, Costs and Expenses - 7.1. Management Fees” of this Prospectus.

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“Fund Expenses” shall mean those expenses incurred by the Fund during Fund lifetime, which may include, without duplication, expenses arising from: I. Investment Expenses corresponding to the Fund; excluding Investment Expenses corresponding to Investments portion performed by the Fund with resources resulting from Simple Bonds subscription.

II. Amounts corresponding to Management Fee for Shares Series “B”.

III. Issue Initial Expenses.

IV. Related expenses regarding to Simple Bonds.

V. Issuer and Manager fees and expenses of the Private Equity Investment Fund as a Private Debt Instrument, including, without limitation, expenses related to the granting of powers of attorney and the preparation and formalization of the documentation necessary for ordinary operation of the Fund.

VI. External Auditor Fees and expenses.

VII. Advisor Fees and expenses, including legal, accounting and tax advisors, which do not constitute Investment Expenses.

VIII. Taxes, quasi-fiscal fees or audits with respect to the Private Equity Investment Fund as a Private Debt Instrument or related to Simple Bonds, if applicable; with the understanding that only those taxes or fees not attributable or imputable to Shareholders will be considered as Fund Expenses.

IX. Expenses related to extrajudicial negotiations or administrative, judicial or arbitration controversies to which the Private Equity Investment Fund is a party as a Private Debt Instrument, directly and indirectly, which do not constitute Investment Expenses.

XI. Expenses performed by the Manager that are directly related or correspond to the Private Equity Investment Fund as a Private Debt Instrument, which do not constitute Investment Expenses.

XII. Other expenses related to Issue maintenance, Corporate Governance practices development and maintenance.

XIII. Corresponding amounts regarding to other costs and expenses (including Issuer, Manager, legal and tax advisors’ fees and expenses) resulting from Private Equity Investment Fund as a Private Debt Instrument Additional Expenses, which include: (a) Independent advisors fees expenses hired directly by the Manager. b) Per Diem expenses performed by Manager’s personnel in connection with the Fund, and c) Any other expenses, costs or fees paid by the Manager that are not directly related to any Investment or Disinvestment related to the Fund.

“Group of Persons” shall mean term in accordance to Article 2, Section IX of the Securities

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“Business Group” shall mean term in accordance to Article 2, Section X of the Securities Market Law.

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“Origination Costs” shall mean those costs that must be covered by the person requesting a loan or financing, during loan or financing term.

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Market Law. “Significant Influence” shall mean term in accordance to Article 2, Section XI of the Securities Market Law. “Net Income” shall mean total money amount that is incorporated to a private Fund Patrimony, to which Expenses related to Taxes, Commissions or Amortizations have been previously deducted.

“Equity Instruments” shall mean a Share or Equity Interest in Company’s Capital Share.

“Interest” shall means a revenue, rate of profit or gain on Capital, which is generally caused or accrued on a Capital percentage basis and regarding to time for which Capital is available. It is the price paid for Funds use. It is also called an amount that is identified with a profit, return or utility obtained from the Capital (money), besides it can also be considered as the economic benefit that is achieved from any kind of Investment.

“Legal Instrument” shall mean an agreement to create or transmit rights and obligations between the parties.

“Investment” shall mean over surplus money sum that is destined to obtaining a return by means of financial instruments.

“Investments” shall mean, as the context may require, investments performed by the Private Equity Investment Fund, directly or indirectly, in Capital, by means of Private Debt Instruments.

“Committed Investments” shall mean those Investments that there is an obligation from Private Equity Investment Fund as a Private Debt Instrument to perform or pay for the Investment under the legal instruments by which the Fund agrees to perform such Investment, but which have not been performed or paid for before the Investment Term has ended.

“Capital Investment” or “CAPEX (Capital Expenditure)” shall mean a fixed asset performed by the Company to perform an investment necessary to acquire, maintain, expand or improve capital assets or its non-current assets. With the understanding that it is a life cycle indicator in which the company is at a specific time.

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“Additional Strategic Investor” shall mean an Investor who, as a Person, invests Capital in Simple Bonds that in Guarantee cover Shares Series “B”; as established in Article Thirty Ninth, Section VIII of ENERMAS LATINOAMÉRICA’s Bylaws and Clause Forty-ninth of ENERMAS LATINOAMÉRICA Shareholders’ Agreement.

“Bridge Investments” shall mean: I. Those Investments performed by the Fund, which are a Disinvestment object and whose product is received by the Fund on the Investment closing date in question or within the

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Simple Bonds Issuance term.

II. Those Investments acquired by the Fund Parallel Vehicles, at the Investment closing date in question or within the Simple Bonds Issuance term. “Irrevocable” has the meaning of the nature of a legal instrument that does not allow it to be terminated in advance.

“Irrevocable” shall mean a legal instrument nature that does not allow it to be terminated in advance.

“Joint Ventures (JV)” is an Anglo-Saxon term that means “Business Collaboration”, which is applied to the union or alliance of two or more domestic and international Legal Entities (without legal independence compromising of each of the parties or any type of organization involved), who make the decision to develop a business or enter into a new market; with the purpose of obtaining the greatest benefits during an estimated period of time of objectives jointly fulfillment.

“Applicable Legislation” shall mean mandatory provisions in force governing relationship between the Shareholders and ENERMAS LATINOAMÉRICA; with respect to those matters that are not expressly regulated at present or in the future in any jurisdiction.

“Money Laundering” shall mean transactions with illegally obtained resources crime. It consists of transactions performance with resources whose origin is known to be illicit and concealing the nature, origin, destination and ownership of the resources deriving from the illicit activity.

“Private Equity Raising” shall mean whereby a Private Equity Investment Fund as a Debt Instrument, seeks financial commitments with Additional Strategic Investors for the constitution of a Fund Issued and Managed by a commercial or civil company.

“White Papers” shall mean a decision support document that addresses a specific topic. See section “III. Transaction Structure - 5. General Policies of the Issue and Protection of the Interests of the Holders - 5.2 Protection Mechanisms for Shareholders Interests / Corporate Governance - 5.2.2 Investment Committee” of this Prospectus.

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“Business Lines” shall mean activities listed as ENERMAS LATINOAMÉRICA Corporate Purpose, (See Exhibit 2) set forth in Article Two of ENERMAS LATINOAMÉRICA’s Bylaws,

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“Public Bid” shall mean an administrative procedure of preparation of a contractual will, by which the Public Agency in exercise of its administrative function previously indicated in the Constitutional Article 134 (one hundred and thirty four) and the relative in the Law of Acquisitions, Leasing and Services of the Public Sector and the Law of Public Works and Services Related, invites ENERMAS LATINOAMÉRICA to participate in the Call for Bids, subject to the bases set forth in bidding documents, where they formulate proposals from which they select the most convenient one, to acquire, lease or contract goods and/or services, which are previously indicated in the Company Corporate Purpose( See Exhibit 2), in accordance with Article Two of ENERMAS LATINOAMÉRICA’s Bylaws.

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which are performed by the Company.

“Liquidity” shall mean with reference to markets, a desirable Investment feature regarding to ease or difficulty to convert it into cash.

“Investment Memorandum” shall mean a document that presents a summary containing evaluated areas during the entire analysis stage, which should provide elements to make a decision on project development convenience considering the risk/return.

The term “Over The Counter (OTC) Market in Mexico” is equivalent to “Over The Counter (OTC)” shall mean the space in which economic agents on their own account, privately negotiate various financial instruments, and agreements reached for a Private Equity Investment Fund, as a Debt Instrument Raising, which are registered as Simple Bonds, backed by a Guarantee and subject to a legal instrument, where the form, terms and conditions in which Return Interests are settled during the Investment Term and Buyback of each Simple Bond, to become Capital, are set forth; these transactions are performed in a market, which is not subject to regulation or external supervision, as established in article 232, section III, of the Securities Market Law, in force in Mexico.

“México” means the United Mexican States.

“Investable Amount” shall mean an amount available in the Fund General Account or invested in Permitted Securities, (excluding amounts held in the Reserve for Independent Advisory Expenses), regarding to Bridge Investments, and Funding Requests.

“Maximum Investable Amount” shall mean the Maximum Issue Amount less the Fund’s Expenses incurred as of the Calculation Date, the amounts held in the Expense Reserve as of the Calculation Date, and the amounts corresponding to the Reserve for Independent Advisory Expenses.

“Adjacent Businesses” shall mean Business Lines set forth in ENERMAS LATINOAMÉRICA Corporate Purpose (See Exhibit 2) Article Two of ENERMAS LATINOAMÉRICA’s Bylaws, which also are subjected to an Investment by providing priority to energy, environment and infrastructure sectors.

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“Obligation” shall mean a document in which a debt is acknowledged and its payment is committed; with the understanding that an obligation is a moral bond that commits the person who has contracted it to perform certain actions, but in commercial and financial practice the word refers to a title that evidences a debt.

“Private Offering” shall mean regarding to transactions that correspond to companies that DO NOT have their securities registered in the National Securities Registry (RNV) and. Therefore, they are offered in a private manner, in an Over the Counter Market (OTC) personally with Individuals (Natural Persons or Legal Entities) in any jurisdiction and to which the general

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public DOES NOT have access. With the understanding that it means the offering of diverse OTC instruments by means of the trading systems directed to a determined number of Persons, as established in Article 8, Sections II and IV of the Mexican Securities Market Law. “Participating Interest” shall mean regarding to the ownership directly or in Temporary Guarantee indirectly by the Shares representing a Series percentage corresponding to Company Capital Share, to which a Person is entitled as a Shareholder, in accordance with the Applicable Legislation.

“Partnership” shall mean the partnership model adopted by ENERMAS LATINOAMÉRICA, under the Partnership Agreements, which seeks to provide incentives for ENERMAS LATINOAMÉRICA’s officers and employees from time to time (including the Initial Key Officers) to have the opportunity to have a direct or indirect shareholding interest in ENERMAS LATINOAMÉRICA, which shall be documented by Shares Series “C”, which grant special rights and by which talented staff development and contributions are rewarded within ENERMAS LATINOAMÉRICA, in accordance with the terms and conditions described in section “V. The Manager - 1. General Description - 1.2 Business Description 1.2.7 Partnership Vehicle”. of this Prospectus; with the understanding that in order to be considered as a “Partnership”, Shares Series “C” must represent at least 40% of ENERMAS LATINOAMÉRICA Capital Share.

“Peer Review” is an Anglo-Saxon term that refers to the peer review system (expert), which means work assessment performed by one or more persons with competencies similar to those of work producers (peers). Peer review methods are used to maintain quality standards, performance improvement, and provide credibility.

“Person” shall mean any Person, (Natural Person or Legal Entity) domestic or foreign, regardless of the form it takes and under which it is constituted, in accordance with Applicable Law in any jurisdiction.

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“Related Persons” or “Reference Person” shall mean those Persons that fall within any of the following categories with respect to another Person: I. Those Persons who have Control or Significant Influence in a legal Entity that is part of the Business Group or Consortium to which the Reference Person belongs, as well as the directors or administrators or managers of the legal Entities and the Persons that are part of such Business Group or Consortium.

II. Those Persons who have Executive Authority over a legal Entity that is part of the Business Group or Consortium to which the Reference Person belongs.

III. The spouse, the concubine or concubinary and the Persons who are related by consanguinity or civil relationship up to the fourth degree or by affinity up to the third degree, with natural Persons who are located in any of the cases indicated in items I and II above, as well as the partners and co-owners of the Persons mentioned in such items with whom they maintain business relationships; IV. Persons who are part of the Business Group or Consortium to which the Reference Person belongs; and

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V. Persons (Legal Entities) over which any of the Persons referred to in items I to III above, exercise Control or Significant Influence.

For purposes of this definition, the terms “Control”, “Controlled”, “Significant Influence”, “Executive Authority “ and “Consortium” shall mean as established in the Securities Market Law. “Price” shall mean over the monetary value assigned to an asset.

“Proceeding” shall mean any investigation, act, suit, trial, arbitration or other proceeding, whether civil, criminal or of any other legal nature, that is related to one or more claims.

“Prospectus” shall mean the document containing Corporate, legal and financial information related to the Company (ENERMAS LATINOAMÉRICA), which is fundamental to achieve Simple Bonds placement that in Guarantee cover Shares Series “B” among a determined number of Additional Strategic Investors, which requires to be disclosed in advance to the Private Offering in the Over the Counter (OTC) Market in Mexico.

“Investment Project” shall mean a detailed plans set to which a certain amount of capital is allocated, which is required to be implemented to provide efficiency to some economic or financial activity or transaction, in order to obtain a good or service in the best conditions and achieving an optimal securities use in a reasonable term, which increases ENERMAS LATINOAMÉRICA profits and guarantees a Net IRR to the Additional Strategic Investors as Shares Series “B” Shareholders.

“Promoted Projects” shall mean those Investment Projects, in which the Private Equity Investment Fund as a Debt Instrument makes, directly or indirectly (including through Funds, Clusters, Consortiums, Co-investments and/or Joint Ventures), an Investment as established in the strategies of the Fund, in accordance with the Applicable Legislation and in terms of the Convertible Participative Private Equity Investment Agreement as Debt Instrument.

“Share Buyback” or “Share Repurchase” shall mean a transaction whereby the Company (ENERMAS LATINOAMÉRICA) Liquidates the Simple Bonds by buyback Shares to the Shareholder in the Over the Counter (OTC) Market; in accordance with the provisions of Article 17 of the Securities Market Law.

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“Diversification Requirements” shall mean those diversification requirements that any Investment must comply with, as described in section “III. Transaction Structure - 4. 4.

Business Plan and Investments and Divestments Schedule - 4.1 Investment Objective - 4.1.3 Diversification Requirements” of this Prospectus.

“Return” shall mean the profit produced by an Investment in a term.

“Net Return” shall mean capital gains (difference between purchase price and sale price) earned on the Interest in Convertible Participative Private Equity Investment Agreement as Debt Instrument terms.

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“Expense Reserve” shall mean the Reserve to be constituted and maintained in accordance to the Convertible Participative Private Equity Investment Agreement as Debt Instrument in the Fund General Account, so that the total Fund Expenses may be covered during Fund term.

“Series B” shall mean over the Company Shares Class (ENERMAS LATINOAMÉRICA), which grant a rights degree to its Shareholders.

“Concessioned Services” shall mean the Concession Title for a Person (Natural Person or Legal Entity), domestic or foreign.

“Over the Counter (OTC) Market Trading Systems in Mexico” shall mean transactions that are usually made via telephone and/or video call and/or email by digital means; and/or faceto-face between the parties that reach an Investment agreement. With the understanding that transactions can be performed by telephone, digital means (in which a record is also kept) and/or in person between the parties; in accordance with what is established in articles: 8, section II; and, 232, section III, of the Securities Market Law. “Sociedad Anónima Promotora de Inversión” or “(S.A.P.I.)” shall mean a legal figure that came into effect in June 2006 in Mexico, when it was included, as established in articles 12 and 13 of the Securities Market Law; with a fundamental objective: to encourage new businesses development , by means of Investment Promotion series; becoming the ideal means to receive Private Capital investment; with the understanding that this legal figure allows the Founding Shareholders to attract greater Private Capital Investment; but without losing certain corporate rights, even when these come to represent a minority in the shareholding.

“Strategic Partner” shall mean the Strategic allied that ENERMAS LATINOAMÉRICA has identified, to participate as a Shareholder (on a Permanent or Temporary basis) in the Capital Share, in any of its Series and Classes, in accordance with the provisions of section “V. The Manager - 1. General Description - 1.2 Business Description - 1.2.10 Institutional Strengthening” of this Prospectus.

“Funding Request” shall mean those instructions issued by ENERMAS LATINOAMÉRICA as Fund Manager, to perform General Account transfers to the Funded Capital Account to perform Investments or pay Fund Expenses. | E N E R M A S L ATA M

“Net Rate” shall mean on the return obtained on an Investment after deduction of taxes and other items under the Convertible Participative Private Equity Investment Agreement as Debt Instrument terms.

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“Interest Rate” shall mean over Return percentage offered to the Additional Strategic Investor as Shareholder and/or the cost to ENERMAS LATINOAMÉRICA as Simple Bonds Issuer, regarding to the Capital committed by the Private Equity Investment Fund as Debt Instrument.

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“Yield Rate” means the annualized Return expressed as a percentage of the Investment over a specified period of time.

“Return Rate” shall mean the gain regarding to an Investment over a period of time, expressed as a proportion of the original Investment. The time period is usually one year, in which case the Return Rate is referred to as the Annual Return.

“Belarusian Ruble” or “BYN” shall mean the legal currency in the Republic of Belarus.

“Teaser” is an Anglo-Saxon term that has the meaning of an anonymous transaction summary, without data or information that allows company identification with an extension in which main transaction elements are exposed. The purpose of its use is that potential investors have sufficient judgment elements to assess their interest in further deepening their knowledge of the proposed transaction.

“Shareholder” shall mean a Shareholder or Partner quality of Shares of any Series and Classes that make up Company Capital Share (ENERMAS LATINOAMÉRICA).

“Third Party Co-Investors” shall mean over those Third Parties that are Investors, who may invest simultaneously with other Financial Vehicles, by means of Cluster, Consortiums, Joint Venture and/or Co-investment; in its case, to the Parallel Vehicles, at the discretion of ENERMAS LATINOAMÉRICA as Manager.

“Termination” shall mean on the term end, cessation or extinction indicated in a legal instrument, established between the parties.

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“IRR” shall mean of Interest Rate of Return and/or also known as “Return on Holding Period”, because it is an indicator that measures Investment profitability. It is the discount yield that equals expenses present value with expected income future value; it is used to decide on an Investment Project acceptance or rejection. For this purpose, the IRR is compared with a minimum rate or cut-off rate. If the Project’s Rate of Return (expressed by the IRR) exceeds the cut-off rate, it is accepted; otherwise, it is rejected. What is represented as a discount rate in which the present value of future cash flows from an investment is equal to the cost of the Investment. It comprises any change in Investment value and/or in the cash flow that the Investor receives from its Return on Investment, by interest or dividend payments. It may be measured either in absolute term in reference value at par value in a given currency and/or as a percentage of the amount Invested by the Investor, as a Simple Bonds Series “B” Shareholder.

“Net IRR” shall mean the Net Internal Rate of Return, which is represented by a modified value, which has taken into account management fees and accrued interest. It is a higher Net Internal Rate of Return, which means it is a better Investment, although a marginally lower Net IRR spread over a longer period of time may be superior to a higher Net IRR investment in the short term.

This measure of return equals the Internal Rate of Return (IRR) after taking into account fees and accrued interest. It is used in capital budgeting and portfolio management to calculate the Yield

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on an Investment or overall financial quality by calculating an Expected Rate of Return. It is the rate at which the net present value of the negative cash flow equals the Net Present Value of the positive cash flow. A Net Internal Rate of Return is expressed as a percentage.

“Par Value” shall mean reference price, expressed in local currency, appearing on each Single Bond Class II Series “B”, at the time of its Initial Issuance, as an expression of part of the Book Value representing the Buyback Value on deadline date and as a background to define the price of its subscription, in Convertible Participative Private Equity Investment Agreement as Debt Instrument terms.

“Capitalist Vehicle” shall mean an Investor that participates in the Company, that due to situations beyond the control of ENERMAS LATINOAMÉRICA Founding Shareholders, may need to require Leverage Financing for reasons of covering higher Bonds, Guarantees, counterguarantees and insurance as a Payment Source, derived from Domestic and International Public Bids and/or Sole Sources and/or Concessions, Licenses, previously contemplated in the Applicable Legislation.

For such reason, ENERMAS LATINOAMÉRICA Shareholders’ Meeting will decide Financing Leverage Acceptance, which it must be presented based on Investment Projects where all expenses and costs generated in a reasonable manner and/or that are accredited for any activity development related to ENERMAS LATINOAMÉRICA Business are considered.

“Parallel Vehicle” shall mean the vehicle and/or vehicles, if any, established by the Manager with various Investors resources, that decide to invest jointly and/or simultaneously with the Private Equity Investment Fund and Third Party Co-investors, substantially in accordance with the provisions of this Prospectus, as well as the Convertible Participative Private Equity Investment Agreement as Debt Instrument terms and conditions.

“Partnership Vehicle” shall mean attributed to the Series “C” reserved to this type of vehicle through which the figure of Partnership is implemented, by means of participations, from time to time, and for Officers and Collaborators to be part of a Company Series; as described in Section “V. The Manager - 1.2 Business Description - 1.2.7 Partnership Vehicle” of this Prospectus.

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The following is a brief information summary contained in this Prospectus. Such summary does not include all the information that must be taken into account to perform an investment decision regarding Simple Bonds and is subject to, and is modified to complement the rest of information contained in this Prospectus. Investors are advised to carefully read this entire Prospectus, including the section entitled “Risk Factors”, before making an investment decision regarding Company’s Simple Bonds Series “B”.

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2. EXECUTIVE SUMMARY.

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2.1 INTRODUCTION. The Private Equity Investment Fund as a Private Debt Instrument will be managed by ENERMAS LATINOAMÉRICA, whose main objective is to obtain resources through Simple Bonds Series “B” Initial Issuance to invest in Promoted Projects in energy, environment and infrastructure in Mexico, as well as to increase Invested Capital value in the Fund short term; Once in operation, the Fund will seek to divest them, which will generate a Net Rate Return to be delivered to each of the Additional Strategic Investors in their capacity as Shareholders Series “B” in Distributions form.

ENERMAS LATINOAMÉRICA has Human Assets support with experience in energy, environment and infrastructure sectors described in section “V. The Manager” and Exhibit 1 of this Prospectus. It is the one who originates, analyzes, recommends and performs Investments, and in due course performs Divestments.

The Private Capital Investment Fund as a Debt Instrument, will be issued with the Private Offering on Issuance Date of Simple Bonds Series “B” for an amount of 6 500 000.00 BYN (Six Million Five Hundred Thousand BYN).

On May 6th., 2021, the Legal Representatives of ENERMAS LATINOAMÉRICA and DESARROLLO E INNOVACIÓN POR INVESTIGACIÓN TECNOLÓGICA DIXIT S. A. DE C. V., have executed the necessary legal instruments to implement a strategic alliance that will allow strengthening the Corporate Governance, complementing their capacities for Agreements management, project financing and relationship with communities, agreements that are described in section “V. The Manager - 1. General Description - 1.2 Business Description - 1.2.10. Institutional Strengthening” of this Prospectus.

2.2. THE PARTIES. Based on Private Offering, which Simple Bonds Series “B” will be issued for Additional Strategic Investor in its capacity as Shareholder, as stated in Convertible Participative Private Equity Investment Agreement as Debt Instrument. The Private Equity Investment Fund as a Private Debt Instrument will be managed by ENERMAS LATINOAMÉRICA under Convertible Participative Private Equity Investment Agreement as Debt Instrument terms.

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ENERMAS LATINOAMÉRICA is formed by a full time work team and an Investment Committee that will facilitate that the processes and the Private Financing Strategy are fulfilled. The Investment Committee is an internal committee of ENERMAS LATINOAMÉRICA, which is the Manager´s decision-making body regarding to Investments and Divestments approval. The Investment Committee involves Key Officers (who may be Manager´s officers), who conduct the day-to-day business of ENERMAS LATINOAMÉRICA and who will devote their time to seek investment opportunities and, once the Investment Term is over, to manage them.

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2.3 BUSINESS PLAN ENERMAS LATINOAMÉRICA as Issuer and Manager will focus its efforts in promoting Projects in electricity generation and transmission; as well as in hydraulic infrastructure construction, technology transfer, knowledge and innovation; transportation, telecommunications, cybersecurity, cyberintelligence, robotics and artificial intelligence, which will have a positive impact in Mexican society comprehensive development; being more inclusive as well as competitive, improving population´s life quality and well-being in areas with high marginalization levels, making more efficient access to water, goods and people transportation by land and sea, as well as participation in goods and services supply considered as primary inputs for industry and home.

Energy, environment and infrastructure sectors have an important opportunity, characterized by economic agents need with financing, experienced human capital, state-of-the-art technology access and capacity to act as strategic partners for supplying optimal transactions structures.

Thus, Simple Bonds Series “B” Initial Issuance is consistent with the financial and administrative needs required for Promoted Projects Investment in energy, environment and infrastructure sectors. These sectors current situation description, as well as Private Equity opportunities for these sectors, it is developed in section “IV. Energy and Infrastructure Investments in Mexico” of this Prospectus.

2.3.1 INVESTMENT OBJECTIVE, INVESTMENT CRITERIA AND DIVERSIFICATION REQUIREMENTS. ENERMAS LATINOAMÉRICA as Issuer and Manager will perform Promoted Projects conceptualization, design and implementation in energy, environment and infrastructure; through Investments analysis, structuring and monitoring in each Project, once selected and always considering Net Rate Return performance according to an exit strategy.

ENERMAS LATINOAMÉRICA will participate in capital structure optimization and in the assets acquired improvement with Return maximizing intention based on Net Rate for Shareholders.

Therefore, the Private Equity Investment Fund as a Debt Instrument will be a key investment mechanism, which is solidly backed by ENERMAS LATINOAMÉRICA’s Human Assets experience and support, in order to boost our country comprehensive development and seeking Return maximizing intention based on Net Rate for Shareholders Series “B”.

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Investments performed by ENERMAS LATINOAMÉRICA as Manager, which are Invested in Promoted Projects, or in Assets that meet the Investment Criteria and Diversification Requirements described in detail in section “III. Transaction Structure - 4. Business Plan and Investments and Divestments Schedule - 4.1 Investment Objective - 4.1.2 Investment Criteria - 4.1.3 Diversification Requirements” of this Prospectus.

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Investment Criteria include, among others, the following: Investments must be in activities regarding to planning, design, construction, development, operation and maintenance of Promoted Projects related to energy, environmental and/ or infrastructure projects, as well as in Adjacent Businesses to such projects. Such activities must have competitive advantages such as income streams regulated or supported by bids, sole sources or contracts; considering legal framework new conditions in Mexico for energy, environmental or infrastructure projects.

ENERMAS LATINOAMÉRICA will look for such investments to be placed in sectors described below: 1. Energy: a) Hydrocarbons Sector: including, without limitation and among others, logistics services, surface infrastructure construction and/or operation; processing plants, pipelines, oil pipelines, gas pipelines, polyducts, propane pipelines; liquefaction plants; regasification and decompression plants; fuel production plants, biofuels (fuel alcohols, biodiesel, honey and its derivatives); thermal generation plants; fertilizers plants; biofertilizers plants; industrial gases plants; animal feed plants; transportation, supply plants, pumping stations, service stations for receiving, storing, selling, distributing and dispensing fuels and biofuels; transportation, supply plants, pumping stations, service stations for receipt, storage, sale, distribution and dispensing of hydrocarbons in all their forms and petroleum, petrochemical and refined products; obtaining permits and licenses for exploitation, supply of any activity related to fuels and biofuels blending.

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b) Nuclear Energy Sector: including, without limitation and among others, consulting, technical assistance, management, processing, storage and transportation of radioactive waste and materials; radiological engineering analysis and studies; management before the National Institute for Nuclear Research (ININ); the National Nuclear Safety and Safeguards Commission (CNSNS) and other related agencies at domestic level and their correlatives at international level; supply of advisory and technical support, personnel training and qualification in safety and/or radiological protection in any jurisdiction; radioactive materials decontamination in facilities, areas, equipment, personnel, segregation and radiological classification, as well as all related activities, directly or indirectly, that are mentioned in the Regulatory Law of Constitution Article 27 in nuclear matters; such as participating in all types of public bids, domestic and/or international under Treaty Coverage, related to nuclear energy and which are called by the centralized, decentralized, parastatal public administration or State Productive Company, in a respective manner, complying with the requirements required for such purpose by the Applicable Legislation; as well as in private bids; design, works, planning, prospecting, development, innovation, research, basic and detailed engineering, studies, calculations, simulation, computational modeling, control and automation, technical and scientific assistance, consulting and advisory services to individuals or legal entities, in public or private sector, in any jurisdiction, concerning activities related to the power reactor and nuclear power plant industry; testing services; nuclear research services; irradiation services; mobile ionizing radiation generating equipment; ionizing radiation facilities, including: construction,

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EXECUTIVE SUMMARY

maintenance, expansion, upgrading, improvement, refurbishment, overhaul, modernization, corrective and preventive maintenance; nuclear reactor physics, in nuclear power plant systems; reactor engineering; alternative technologies; shielding and radiation protection; physical protection; fission reactor materials science and technology; neutron effect and radiation; radiation shielding and radiation protection; physical protection; fission reactor materials science and technology; neutron effect and radiation in materials; natural radiation; radiation absorbers; destructive and non-destructive testing; chemical and mechanical analysis; thermohydraulic considerations; nuclear fuel phases from refining, processing, reprocessing, energy utilization, burn up to final or temporary storage; spent fuel reprocessing; ionizing radiation sources; engineering and chemistry; radiological biology and biological effects; research and technological development; evaluation, regulation, inspection services; risk analysis and management; decontamination standards; workplace design for radiological safety; planning measures and accident prevention; industrial safety and occupational health; environmental safety and protection; equipment, instrumentation, components and calibration; high and low level radioactive waste management; from industrial washing, decontamination and sanitization of textile clothing (ineralls, anti-C garments) and radiological protection accessories, as well as transport of waste generated from the facilities to the laundry facility and vice versa; equipment and soil drains from purge systems and equipment leaks collection; fire protection, extinguishers and suppression; monitoring and portable meters with radiological conditions characterization; nuclear techniques in environmental research application; productivity, efficiency and quality; regulatory standardization, administration, operation, refueling; operational technical specifications; nuclear plants life extension; innovation and technology transfer; licensing; construction and operation economic analysis; economic, financial, administrative, market and governmental issues; dissemination, and related services; being able to establish and develop as many industries and businesses as may be instrumental, complementary or accessory to the activities related thereto; training, research and development plans within the framework of the scientific research and technological innovation plan, covering the needs of the general radioactive waste plan, which allow the acquisition, maintenance and further development of the necessary knowledge and skills; operation and/or construction of transmission lines, distribution lines and generation plants, in hydroelectric power plants, geothermal fields, cogeneration and power generation plants, as well as nuclear power plants construction and operation.

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c) Renewable Energy Sector: including, without limitation and among others, design, promotion, construction, operation, exploitation, management and administration of power plants that use renewable energies as primary energy; operation and/or construction of transmission lines, distribution lines and generation plants in wind farms; production and commercialization of electricity through facilities that use renewable energy sources; performing activities related to operation and exploitation of such facilities; projects, studies, research, development and innovation of production technologies and use of renewable energies related to energy saving and efficiency; turnkey construction of any type of solar, wind, hydroelectric, hydraulic, biomass, biogas, tidal, geothermal, thermal, gas, fossil, nuclear or any other type of energy generation plant.

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2. Environment: Including, without limitation and among others, ecological cleaning and environmental consulting services supply; Federal Public Service supply (SPF) of general cargo and specialized in hazardous materials and waste on roads under federal jurisdiction, after having obtained permits authorized by the Ministry of Communications and Transportation (SCT), in accordance with the provisions of the Law of Roads, Bridges and Federal Motor Transport and its regulations; certified ecological cleaning in service stations, whether industrial, naval and/or commercial; such as contaminated sites characterization, recharacterization; collection, specialized transportation, storage, separation, classification, characterization, decontamination, packaging, shredding, treatment, volume reduction, formulation, reconditioning, co-processing of hazardous waste, radioactive waste, hazardous biological infectious waste, spent nuclear fuel, special handling waste, urban solid waste, and other materials; as well as use of all types of waste and the monitoring of these activities and/or those that are auxiliary, related or complementary in deposit or dumping places; supply and control that are required by public organisms and private companies so that they comply with strict adherence to the Mexican and international Standards related to environment and other relative dispositions in the Applicable Legislation; executive projects design and assessment, maneuvers, constructions and other works to identify, rehabilitate and recover sites that are considered contaminated; by means of commissioning and/or operation pollutants verification centers from fixed or mobile sources that provide alternative solutions to environmental problems, contributing to promote prevention and control of water, air and soil pollution among population; technical standards and regulations compliance (international standardized) through an integrated environmental management system, such as quality, environmental and risk prevention management systems design and implementation and/or auxiliary, related or complementary systems related to water, sanitation and environment; agroforestry, ecotourism, ethno-tourism projects and programs development and execution regarding to cultural ecology and natural wealth.

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All matters related to landscapes and ecosystem services protection, management, planning and studies; cultural heritage studies, tourism infrastructure, nature conservation, rural or urban habitats transformation, and civil protection; comprehensive activities and operations preparation, development and performance under legally defined concepts within environmental audit; biotechnology supply in environmental sector products and management plans design for dumping; solid waste management and dumping risk plan; assisting in actions performance to prevent and avoid both production and subsequent illegal dumping of any kind and/or type of waste and/or waste related to these; greenhouse gases and carbon footprint calculation inventories preparation; formulation, organization, performance, control, and disclosure of land management plans and schemes; environmental management plans; development plans; administrative and financial reform plans; performance plans; programs and projects that contribute to local, regional, domestic and international development; research, development, technology transfer and innovation activities promotion and participation for best practices incorporation to boost and guarantee inclusive and equitable community development based on ecosystems sustainable management; school, urban, suburban and rural populations training of in nature conservation, as well as educational, research and scientific projects development to promote knowledge of nature, its conservation and improvement.

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3. Infrastructure: a) Hydraulic: including, without limitation and among others, water resources and services operation, construction, exploitation, maintenance and management, flows distribution, up to evacuation, discharges, sanitation, purification, disposal and recycling of liquid waste and sludge; such as all those products and services commercialization; being able to establish and develop as many industries and businesses as are instrumental, complementary or accessory to related activities in comprehensive water cycle all phases, treatment by means aerodesalinizers; sanitation, purification by means of decontaminating microorganisms to potentiate wastewater plants through their treatment and reuse, to be supplied in any home, commerce and industry; laboratory meters services; micro-meters for testing, calibration and repair; as other related services; environmental impact studies preparation and updating, environmental management plans and watersheds management; alternatives environmental diagnosis; environmental management measures; complex systems modeling study: wastewater discharge, atmospheric pollutants (dispersion model) and sound pressure levels (maps and models), hydrology and hydraulics; advice and consulting within specialized infrastructure projects and/or at industrial level on environmental issues, hydrological modeling in surface to identify flood hazards, erosion risks, water quality structures and modeling assessment associated with domestic and nondomestic wastewater discharges to know environmental impact associated with these discharges and comply with Applicable Legislation; environmental monitoring results performance, analysis and/or interpretation in water quality components and soil and atmospheric terms (air and noise) components; conducting tests with tracers to determine travel times and other parameters necessary for environmental impacts monitoring, programming, model calibration and simulation generated by different wastewater discharges and life cycle analysis by product or service; comprehensive concession or licensing for drinking water supply and sewage treatment final disposal; aqueduct and sewerage systems; seawater and brackish water desalination plant for treatment, reuse and water potabilization in watersheds; storm water management, collectors or interceptors that are necessary to transport wastewater to treatment and basic sanitation systems; beach and wetland reclamation; biotreatment in pipes, grease and oil traps; leak detection, wastewater networks cleaning and septic tanks with specialized hydro-emptying equipment (Vactor); soils restoration in conflict of use; soils remediation for organic contaminants (hydrocarbons, chlorates, solvents, dioxins, explosives, among others) and/or inorganic contaminants (cyanides, mercury); aquifers remediation; spills containment; hydrocarbon spills cleaning; nanotechnology coatings; macro-measurement, administration, management and collection of any type of water at supra-municipal level when such actions are municipalities responsibility, such as by local, state or federal entity agreement, delegation or authorization; in the same way, that in a direct way of the centralized, decentralized, parastatal public administration or State Productive Company, in a respective way, that has them attributed in accordance with the provisions of the Applicable Legislation; domestic and international private and public bids participation for design, turnkey project for supply, provision and performance of all kinds of construction works in treatment plants, sanitation, cleaning, purification, dredging of all kinds, and the development of other activities, which are auxiliary or complementary to this industry and/or are related to the recovery and disposal of waste and trade of byproducts, all kinds or types of water use, licensing, concession, representation, transformation and commercialization, which are allowed by the Applicable Legislation.

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b) Technology Transfer, Knowledge and Innovation: including, without limitation and among others, technology transfer import, know-how, technical assistance, technological knowledge transmission to acquire, install and use machines, materials or intermediate goods; such as turnkey projects commissioning, operation and start up applied to any field that drives comprehensive, community development and economic growth of each and every sector in Mexico; scientific, technical and economic activities promotion in technological field, which guarantee renewable energy supplies for production and its use in areas with a high marginalization level, as well as viable economic alternatives use incentive that generate drinking water in case of possible exceptional situations; to be exploited in their results by local industry; to participate in research and academic training activities, getting involved in technology and knowledge transfer process in local productive sector; technological solutions, with high specialization in information processing, on-line transactions and payment systems in local currency and/or foreign currency. c) Transportation: including, without limitation and among others, roads, highways, freeways, bridges, ports, airports, civil airfields, port and airport cargo and passenger terminals and facilities, logistics facilities and multimodal stations operation and/or construction, as well as urban mass transportation networks such as BRT (bus rapid transit), light rail, subways, trolleybuses and interurban transportation, as well as railroads for people or goods transportation.

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d) Telecommunications, Cybersecurity, Cyberintelligence, Robotics and Artificial Intelligence: including, without limitation and among others, technical assistance for the establishment of regulations, norms and security standards in force in the industry; such as conducting audits; vulnerability analysis and pentesting; comprehensive security monitoring solutions, real-time digital imaging services, radiographic scanning, hardware, software; the provision of incident and asset management, maintenance operations and procedures in security operations based on standards and new regulations, which are ancillary, related, complementary or related to Cyberspace, which are contemplated within the Security Plan for Information and Communication Technologies (ICT) and industrial control systems connected to the Internet; crisis management for topics that are ancillary, related, complementary or related to Cybersecurity; the supply in the elaboration of all types or kinds of specialized cartography for the analysis and processing of databases related to spatial geography; the provision of training and certification, in roles associated with the use and development of Information and Communication Technologies (ICT); the provision of data processing; network administration; machine time in local environment; electronic commerce; leasing of computer equipment; installation and technical assistance to computer resources in Information and Communication Technologies (ICT); integral solutions in computer science and services related to Information and Communication Technologies (ICT); integral solutions based on nanotechnologies and neurosciences applied in Artificial Intelligence (AI) and Robotics (Bots) systems; technical assistance in the field of bioinformatics for health and the development of products and/or services based on Information Technology (IT), oriented to the implementation of personalized medicine based on the development of applications, software aimed at the biomedical and pharmaceutical research sector, based on the use of Big Data and Artificial Intelligence (AI) tools.

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EXECUTIVE SUMMARY

Diversification Requirements mentioned above include, among others, the following: At least two thirds of the Private Offering Issue Amount must be Invested in energy, environment and infrastructure projects in sectors described above, and remaining may be used to perform Investments in projects that are in other sectors indicated within the ENERMAS LATINOAMÉRICA’s Corporate Purpose (See Exhibit 2) established in Article Two of ENERMAS LATINOAMÉRICA’s Bylaws.

Investments may not be performed with the same Strategic Partner, or any of its Affiliates or Related Persons of such Strategic Partner, whose combined amount exceeds 40% of the Private Offering Issue Amount, unless it is approved by ENERMAS LATINOAMÉRICA General Shareholders’ Meeting.

Within 3 months following to Initial Issue Date, at least 25% of the Private Offering Amount must have been invested or committed by ENERMAS LATINOAMÉRICA as Manager.

2.3.2 INVESTMENTS ORIGIN. There are unique opportunities for Private Equity Investment Funds as Private Debt Instruments in Mexico, to performed investments in energy, environmental and infrastructure projects with an attractive risk/return profile.

Challenges and opportunities faced by Mexican State Productive Companies are to maintain their credit rating, which implies that it is convenient to develop new private sector participation forms and purchase and sale contracts structuring in consideration of International Accounting Standards.

There are more opportunities to maximize resource recovery factor and infrastructure and associated logistics improvement that allow Promoted Projects to invest in assets, in energy, environment and infrastructure sectors.

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2.3.3 INVESTMENT STRATEGY. ENERMAS LATINOAMÉRICA as Issuer and Manager will invest in projects related to the following sectors: I. Energy: a) Hydrocarbons Sector. b) Nuclear Energy Sector. c) Renewable Energy Sector.

II. Environment.

III. Infrastructure: a) Hydraulic. b) Technology Transfer, Knowledge and Innovation. c) Transportation. d) Telecommunications, Cybersecurity, Cyberintelligence, Robotics and Artificial Intelligence.

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They must comply with at least one of the following features: 1. They can perform actions that trigger an increase in the Promoted Project profitability in the Simple Bond validity period.

2. They can optimize tariff structures applicable in the Simple Bond validity period to the Promoted Project that maximizes Returns, based on the Net Rate of Return.

3. There is room to achieve operational and commercial efficiencies of the Promoted Projects that generate value and; 4. They can improve and optimize their financial structure in a way that increases Promoted Project’s assets value.

ENERMAS LATINOAMÉRICA as Manager guarantees to Investors higher Returns than ones offered in the market; by risks management and identification from Investments performed, as well as leveraging its capacity to support Promoted Projects. Thus, Investments are intended to meet needs and take full advantage of opportunities described in section “IV. Energy and Infrastructure Investments in Mexico”. ENERMAS LATINOAMÉRICA will adapt to conditions that arise in the market by structuring strategies that are convenient and consistent to Private Equity Investment Fund as a Debt Instrument objectives.

ENERMAS LATINOAMÉRICA as Manager places the Fund as a flexible Financial Vehicle for creating value to Promoted Projects. In all Investments, when their position is minority, ENERMAS LATINOAMÉRICA will perform reasonable efforts to consolidate a protection for each Investment, by incorporating a Corporate Governance, according to the market practices.

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EXECUTIVE SUMMARY

As part of ENERMAS LATINOAMÉRICA investment strategy, by means of its Corporate Group will negotiate, develop and sign alliances with investors, technologists, developers, negotiators; business development and (EPC) Engineering, Procurement and Construction lump-sum contracts signature; strategic operators and other domestic and international companies by means of Consortiums, Joint Venture and/or Cluster, in Co-investment projects in energy, environment and infrastructure sectors, as described in the following section “III. Transaction Structure - 1. General Description - 1.4 Third Party Co-Investors”.

2.3.4 INVESTMENTS AND DISINVESTMENTS SCHEDULE. Except for specific cases described in section “III. Transaction Structure - 4. Business Plan and Investments and Disinvestments Schedule - 4.3 Investments and Disinvestments Schedule” of this Prospectus, Fund Investments shall be performed as contemplated during Investment Term. In accordance with such Investment Term; Manager must perform Investments, before a 2 months term, counted as of Simple Bonds Issuance Initial Date, except for a 1 more month extension, in the event that there are investments susceptible to be authorized, which are in analysis and structuring process. Additionally, at least 25% of Private Offering Issuance Amount must be invested within 3 calendar months immediately following Issuance Initial Date.

In addition, business opportunities identified will be subject to Investment Committee and/or Shareholders Series “B” Meeting approval, as the case may be. See section “III. Transaction Structure - 5. Issuance and Protection General Policies of Shareholders Interests. - 5.2 Protection Mechanisms for Shareholders Interests / Corporate Governance”.

Investments and Divestments closure will depend on the market conditions, ENERMAS LATINOAMÉRICA as Manager anticipates performed 5 to 10 Investments with Private Equity Fund Capitals during Investment Term, in each Promoted Projects within the Investment Criteria and Diversification Requirements described above.

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2.3.5 VALUE CAPTURE AND INVESTMENT PROCESS. In order to maximize value capture, ENERMAS LATINOAMÉRICA will identify, evaluate and manage in a comprehensive approach for reducing risks during Investment process from Promoted Projects.

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Divestments may be performed at any time prior to Settlement Date under Convertible Participative Private Equity Investment Agreement as Debt Instrument terms. However, ENERMAS LATINOAMÉRICA as Manager estimates that such Divestments may be performed within an approximate and predetermined term, taking into consideration that the divestment must have been performed prior to the Settlement Date in terms of the Convertible Participative Private Equity Investment Agreement as Debt Instrument, as set forth in “II. Private Offering.1. Offering Features.- 1.24 Distributions Liquidation Date”.

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ENERMAS LATINOAMÉRICA is composed by a wide experienced, capable and professional staff for Business Plan performance; our processes comply with Corporate Governance established in Convertible Participative Private Equity Investment Agreement as Debt Instrument terms.

ENERMAS LATINOAMÉRICA is formed by Key Officers and Associates with wide experience in hydrocarbons, electricity, hydraulics, environment, technology transfer, knowledge and innovation; transportation, telecommunications, cybersecurity, cyberintelligence, robotics and artificial intelligence sectors, Key Officers and Associates have worked in prestigious domestic and international, public and private firms, as well as in governmental agencies. Therefore, ENERMAS LATIN AMÉRICA’s Key Officers maintain a professional relationship with the three levels of Mexican Government, as well as with construction, consulting, accounting and legal domestic and international firms.

A detailed Business Plan description, including Investments and Divestments Schedule, Investments features and restrictions, Private Equity Investment Fund as a Debt Instrument and the Investment Process organization are developed in section “III. Transaction Structure - 4. Business Plan and Investments and Divestments Schedule” of this Prospectus.

2.4 FUND STRUCTURE AND ITS INVESTMENTS. Resources raised by the Private Equity Investment Fund as a Debt Instrument, by means of Simple Bonds Series “B” Issuance from the Private Offering, will be used to perform Investments in each Promoted Projects; such Investments comply with regulations and Applicable Legislation in the corresponding jurisdictions, including environmental, labor and social security laws and regulations.

ENERMAS LATINOAMÉRICA has legal capacity to perform activities as Co-investor and Fund Manager, to commit itself to invest resources regarding to each Parallel Investments generated according to the opportunities in the market.

ENERMAS LATINOAMÉRICA has legal, fiscal and accounting capacity to manage resources from different Investors that may perform Parallel Investments with Private Equity Investment Fund as a Debt Instrument, periodically and proportionally with the Third Party Co-investors, by means of Cluster, Consortium, Joint Venture, and/or Co-investment to participate in energy, environment and infrastructure sectors Projects, as described in section “III. Transaction Structure - 1. General Description - 1.3 Parallel Vehicles” of this Prospectus.

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ENERMAS LATINOAMÉRICA as Manager, in Convertible Participative Private Equity Investment Agreement as Debt Instrument terms; Series “B” Shareholder must pay to ENERMAS LATINOAMÉRICA for Management Services and Commission Fee for Fund Management.

Once Simple Bonds Series “B” Issuance is concluded from Private Offering, resources obtained will be deposited in Fund’s General Account; amounts set forth in section “II. Private Offering - 2. 2. Funds Destination” of this Prospectus for Independent Advisor Expenses Reserve

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G EENXEERCAULT I V NE F OSRUMMAMTAI O RN Y

creation, as described in section “III. Transaction Structure - 1. General Description - 1.5 Fund Structure and its Investments. - 1.5.1 Issuance Resources Application” of this Prospectus.

Once Private Offering Issuance Initial Expenses have been paid and Independent Advisor Expenses Reserve has been constituted, Initial Issuance net resources will be kept on deposit in the Fund’s General Account, until they are subject to any Funding Request for an Investment performance or Fund Expenses payment.

Fund’s General Account amounts arising from Private Offering Issuance regarding to Simple Bonds Series “B” will constitute the Investable Amount and will be invested in Permitted Securities until such time ENERMAS LATINOAMÉRICA as Manager performs Funding Requests and Fund’s Capital exercises under Convertible Participative Private Equity Investment Agreement as Debt Instrument terms.

Once ENERMAS LATINOAMÉRICA has identified an investment opportunity, it will proceed to perform investment opportunity analysis in accordance with investment procedures detailed in section “III. Transaction Structure - 4. Business Plan and Investments and Divestments Schedule - 4.6 Investment Process” of this Prospectus.

Once an Investment has been approved by the Investment Committee and/or Shareholders’ Meeting Series “B” as described in section “III. Transaction Structure - 3. Transaction Documents Description - 3.1 Convertible Participative Private Equity Investment Agreement as Debt Instrument - 3.1.10 Investment Approval Process” of this Prospectus, the Private Equity Investment Fund as Debt Instrument and/or its respective investment vehicles, ENERMAS LATINOAMÉRICA as Co-Investor and, if applicable, Parallel Vehicles, will subscribe investment instruments. The nature of such instruments is described in section “III. Transaction Structure - 2. Private Equity Investment Fund as Debt Instrument - 2.1 Fund’s Assets Description and Investment Features”, of this Prospectus.

Once an Investment is approved and instruments are finalized and applicable conditions are defined, ENERMAS LATINOAMÉRICA will perform a Funding Request in accordance with Convertible Participative Private Equity Investment Agreement as Debt Instrument terms and conditions. Each Funding Request shall also be performed regarding to Co-investor figure, and if applicable, regarding to Parallel Vehicles.

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ENERMAS LATINOAMÉRICA will transfer from Fund General Account to Funded Capital Account, required amounts to perform in a timely manner the respective Investment, according to Funding Request. Such amounts will be maintained in Funded Capital Account until approved Investment is performed in accordance with Convertible Participative Private Equity Investment Agreement as Debt Instrument terms and conditions.

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2.4.1 RESERVES ESTABLISHMENT. Prior to Investment Term conclusion, ENERMAS LATINOAMÉRICA as Manager, shall constitute, reconstitute, maintain and apply the Expense Reserve, in order to pay the Fund’s Expenses during Fund term, as described in section “III. Transaction Structure - 1. General Description - 1.5 Fund Structure and its Investments - 1.5.2 Reserves Establishment”, of this Prospectus.

Prior to Investment Term conclusion and without prejudice to Committed Investments performance, ENERMAS LATINOAMÉRICA may establish a Committed Investments Reserve.

Committed Investments Reserve will be performed once Investment Term is over within Private Equity Investment Fund as a Debt Instrument. These Reserves are described in greater detail in section “III. Transaction Structure - 4. Business Plan and Schedule - 4.3 Investments and Divestments Schedule” of this Prospectus.

2.4.2 FUND FLOWS. Below is an ENERMAS LATINOAMÉRICA flowchart as Manager and its use to pay, or reserve, different expenses and Investments perform described above.

Shares Series “B” Funds flowchart

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2.4.3 DISINVESTMENTS. As described above, Private Equity Investment Fund as a Debt Instrument main objective is to raise funds from Prospective Investors by means of ENERMAS LATINOAMÉRICA Simple Bonds Series “B” Issuance, performed by Private Offering, in order to be able to perform Investments through a diversified portfolio based on each Promoted Projects, which are directly or indirectly related to energy, environment and/or infrastructure sectors, and once they have been performed through the Projects already executed, at the time they have to be disinvested or receive amortizations, which will generate returns based on the Net Rate to be delivered by means of Distributions to Simple Bonds Series “B” Shareholders in the First Place; Likewise, Distributions performance to ENERMAS LATINOAMÉRICA as Manager may receive dividends and other distributions subsequently under Convertible Participative Private Equity Investment Agreement as Debt Instrument terms.

Divestments will consist of Fund’s participations transfer or repayment from Promoted Projects.

Mechanisms for Divestments performance may vary. Divestment schemes may consist of, among others, private bidding procedures and Investments repayment. ENERMAS LATINOAMÉRICA as Manager will analyze the most convenient scheme to perform a Divestment.

For a Divestment performance, it must be approved by Investment Committee, and in the case of Divestments representing 5% or more, but less than 20%, of Issuance Amount performed in Private Offering, as described in section “III. Transaction Structure - 3.

Transaction Documents Description 3.1 - Convertible Participative Private Equity Investment Agreement as Debt Instrument - 3.1.11 Divestments Approval Process”, of this Prospectus. Expenses and fees related to a Divestment may be deducted from expenses and fees related to such Divestment.

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2.4.5 BRIDGE INVESTMENTS. ENERMAS LATINOAMÉRICA, as Manager may perform Bridge Investments in connection with any Investments. In the event that a Bridge Investment is not the subject of a Disinvestment and its product is not received by the Fund prior to a 6 months period from the date on which Investment was performed, in the case of those Investments acquiring Parallel Vehicles, such Bridge Investment shall be deemed to be an Investment, and any amounts to be Distributed

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2.4.4 DISTRIBUTIONS RULES. In the event and to the extent that ENERMAS LATINOAMÉRICA as Manager or other entity empowered by the Applicable Tax Legislation, which is in the capacity and in a position to withhold and/or pay any tax with respect to a Simple Bond Series “B” Shareholder, such Shareholder will be deemed to have received a distribution in respect of the Simple Bond Series “B”, (including for Distributions calculation purposes to be performed from Series “B” Distributions Account, as applicable under Convertible Participative Private Equity Investment Agreement as Debt Instrument terms), so that in due course Shareholder may file its tax return with the Tax Administration Service (SAT) and/or the Tax Authority within the scope of its jurisdictional competence, as the case may be.

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in respect thereof shall be considered in determining Distributions and payments under Convertible Participative Private Equity Investment Agreement as Debt Instrument terms. A more detailed description of the Bridge Investments is included in section “III. Transaction Structure - 1. General Description - 1.5 Fund Structure and its Investments - 1.5.5 Bridge Investments” of this Prospectus.

In order to determine Performance Distributions accrued under Convertible Participative Private Equity Investment Agreement as Debt Instrument terms, Fund’s Investments value, which has not been subject to Disinvestment, will be determined, and based on such valuation; ENERMAS LATINOAMÉRICA will calculate Performance Distributions in accordance with the provisions of section “III. Transaction Structure - 1. General Description - 1.5 Structure of the Fund and its Investments - 1.5.4 Divestments and Returns Distribution based on Net Rate” of this Prospectus.

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2.5 THIRD PARTY CO-INVESTORS. In addition to Private Equity Investment Fund as a Debt Instrument simultaneous Investments and Parallel Vehicles, at ENERMAS LATINOAMÉRICA discretion as Manager, additional resources may be obtained from Third Party Co-Investors that may co-invest with ENERMAS LATINOAMÉRICA as Co-Investor, and if applicable, with Parallel Vehicles, on a unique basis on terms substantially similar to or less favorable than the Fund, with or without fees payment that may be originated exclusively by the Fund, with Parallel Vehicles, in a unique manner in terms substantially similar or less favorable than the Fund, in cases in which transaction in question amounts to an amount greater than the amount allowed for investment with the Fund’s Capital, Parallel Vehicles and/ or both together; in the event that there is an additional added value contributed by the Third Party Co-Investors, and/or it is otherwise convenient to perform Investment. Third Party Coinvestors participation in respective Investments, as contemplated in Article Forty-seventh of ENERMAS LATINOAMÉRICA Bylaws and Clause Forty-eighth of ENERMAS LATINOAMÉRICA’s Shareholders’ Agreement. In the event that, due to situations beyond the control of ENERMAS LATINOAMÉRICA Founding Shareholders, they need to require Leverage Financing to obtain additional resources (from Third Party Co-investors that may participate through the Capital Vehicle), so that they can make joint Investments to cover higher Bonds, Guarantees, counterguarantees and insurances, derived from Domestic and International Public Bids and/or Sole Sources and/or Concessions, Licenses, in which ENERMAS LATINOAMÉRICA participates by means of Cluster, Consortium, Joint Venture, and/or Co-investment; there is an additional added value contributed by the Third Party Co-investors, or that it is otherwise convenient to provide a Guarantee and/or Payment Source.

ENERMAS LATINOAMÉRICA as Manager shall ensure that the Private Equity Investment Fund as Debt Instrument exercise and the Third Party Co-Investors rights regarding to Investments are exercised in a coordinated manner.

In the event that Private Equity Fund as a Debt Instrument is required to pay a fee or other remuneration to Third Party Co-Investors, such payment will form part of the relevant

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Investment Expenses of the Investment and will be subject to approvals, if any, required as described in the definition of “Investment Expenses” under section “I. General Information - 1. Glossary” of this Prospectus.

2.6 ISSUANCE AND SHAREHOLDERS INTERESTS PROTECTION GENERAL POLICIES. Convertible Participative Private Equity Investment Agreement as Debt Instrument incorporates mechanisms for Investors participation as Series “B” Shareholders. Such mechanisms include participation in Series “B” Shareholders’ Meetings.

A description of Series “B” Shareholders’ Meetings operating regime, as well as other mechanisms to protect their interests is included in section “III. Transaction Structure 5. Issuance and Protection General Policies of Shareholders Interests - 5.2 Protection Mechanisms for Shareholders Interests / Corporate Governance” of this Prospectus.

2.7 COMPETITIVE ADVANTAGES. ENERMAS LATINOAMÉRICA gathers experience, knowledge and verifiable talent to procure Private Equity Investments success by means of a Conglomerate of companies by Clusters, Consortiums, Joint Ventures and/or Co-investments to participate in Promoted Projects in energy, environment and infrastructure sectors, being these as follows: Energy, environment and infrastructure sectors in-depth knowledge and, talent to integrate multidisciplinary teams that will facilitate analysis techniques and methods development and performance.

Independent members’ corporate governance, which have specialized in energy, environment and infrastructure sectors.

Commercial agreements with various operators in energy, environment and infrastructure sectors.

Robust organizational structure that allows an adequate analysis, structuring, monitoring and optimal exit design for potential investments.

Partnership model as opposed to an equity approach, which allows for a dynamic leadership team incentivized throughout Private Equity Fund as a Debt Instrument lifetime.

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Expected returns based on the Net Rate on Investments come from ENERMAS LATINOAMÉRICA team diverse capabilities, methodologies that have been developed and procedures used by them. This allows generating, analyzing, structuring, monitoring and divesting transactions related to Promoted Projects in energy, environment and infrastructure sectors. Among advantages in each potential sector to be invested in, highlighting: Global value chain knowledge.

Business models design and evaluation.

Economic and risk analysis.

Regulations and fiscal frameworks understanding.

Innovative contractual schemes conceptualization and performance.

Project Management.

Financial, operational and organizational resources optimization.

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These advantages have facilitated capabilities development that are useful to minimize inherent risks to Promoted Projects investments within energy, environment and infrastructure sectors, since there is experience in: I. Contracting strategies and agreements with subsidiaries Development.

II. Interaction with authorities.

III. Lump sum contracts and/or turnkey projects negotiation and closing.

IV. Relationships between partners management, and V. Financial structures optimization.

ENERMAS LATINOAMÉRICA’s investment team has the necessary capabilities to perform Investment Strategy. In this way, ENERMAS LATINOAMÉRICA as Manager contemplates to invest in Promoted Projects in energy, environment and infrastructure sectors.

3. RISK FACTORS. Prospective Investors must carefully consider all the information contained in this Prospectus and, in particular, risk factors mentioned below. The following section does not accurately describe possible risks to which investments derived from Simple Bond Series “B” are exposed.

There are other risks and uncertainties that are not known and/or are not considered at this time to be material; but any of the risks described below are hypothetical. But always present the Risks from a perspective against worst case scenarios. If we were to describe in this Prospectus that there are no Risks, it would be a fallacy.

3.1 RISK FACTORS RELATED TO PROMOTED PROJECT INVESTMENTS. Investments are subject to particular risks related to investment type performed.

ENERMAS LATINOAMÉRICA as Manager will perform Investments primarily in Promoted Projects in energy, environment and infrastructure sectors, secondarily in Adjacent Businesses, consisting of investments performed, in all cases in accordance with Promoted Projects that are subject to risks derived from their particular activities, of sectors in which they operate.

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Assets in respect of which Investments are performed with Fund’s Capital may be subject to risks derived from their particular features, including their integration, use, location, among others. Such risks may include risks related to services supply, competition risks in sector in which they operate, risks related to seasonality of their income and political, social or geographical particular risks to regions in which they participate.

In the event of such risks, financial situation, operations or Promoted Projects results or assets value update regarding to Fund’s Equity Investments performed, this could affect adversely, and could eliminate Fund’s Invested Capital recovering possibility and/or obtaining Returns derived from such Fund’s Equity Investments.

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In particular, Promoted Projects in energy, environment and infrastructure sectors are capital intensive and tend to be leveraged, and there can be no assurance that financial closings will be achieved on terms and at the leverage levels sought. Lower leverage on less favorable terms and conditions than those projected may result in a significant profitability loss for Promoted Projects and, therefore, adversely affect Series “B” Shareholders.

Investments will be performed with available information of each Promoted Project, in order to follow up Investments performance of Private Equity Investment Fund as a Debt Instrument.

ENERMAS LATINOAMÉRICA as Manager, will evaluate each one of potential investments, with available information, according to its analysis process, it is relevant for such effects. Such information may be limited and/or unreliable and corresponding financial information may not be audited by independent External Auditors. ENERMAS LATINOAMÉRICA Investment Committee will perform its best effort to verify information quality, question the manner in which it was prepared, as well as sources used. There is no risk that such information is flawed, in order to prevent poor decisions from being taken.

ENERMAS LATINOAMÉRICA will monitor Investments based on information provided in each Promoted Project. Such information may not be audited and may be available in case it is required by Commissioners and/or by External Audit. Promoted Projects where Investments are performed may be fully controlled by ENERMAS LATINOAMÉRICA, as Manager; facilitating systems availability that are fundamental to generate sufficient and/or reliable operative information. This could result in ENERMAS LATINOAMÉRICA’s Key Officers being able to generate information in which they may underestimate costs, quality overestimate and flows stability, assets or inventories overvalue, liabilities undervalue or even not disclose possible contingencies, which could affect additional bonus in expected Net Returns of such Investments, and therefore adversely affect Series “B” Shareholders Distributions.

3.1.1 SPECIFIC INVESTMENTS MAY NOT BE IDENTIFIED. Resources existence and amounts will be distributed to Shareholders Series “B” depend (among other factors) on ENERMAS LATINOAMÉRICA’s Human Assets capacity, as Manager, to identify, implement, perform and close Investment opportunities.

ENERMAS LATINOAMÉRICA has responsibility to locate such Investment opportunities in Promoted Projects in order to implement, execute and bring them to a successful conclusion.

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In addition, except as provided in Investment Criteria and Diversification Requirements, there is no information regarding to nature and terms of any additional Investments that may be evaluated by Prospective Investors in making a decision to invest or not to invest in Private Equity Investment Fund as a Debt Instrument. Prospective Investors will not have opportunity to evaluate for themselves or approve portfolio Investments.

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3.1.2 INVESTMENT OPPORTUNITIES MAY NOT BE IDENTIFIED FOR THE FUND. Economic situation in Mexico, as well as other circumstances, may make it difficult to identify and negotiate investments for Private Equity Investment Fund as a Debt Instrument, as described in section “III. Transaction Structure - 4. Business Plan and Investments and Divestments Schedule - 4.1. Investment Objective - 4.1.2 Investment Criteria - 4.1.3 Diversification Requirements” of this Prospectus, according to features and restrictions applicable to Investments with the Fund’s Capital that could be performed. While such restrictions do not significantly limit sectors or regions in which the Fund’s Equity Investments may be performed, it is possible that during Investment term Investments availability may be limited in any of the targeted sectors.

For example, in economic crisis times, caused by the COVID 19 Pandemic, although Companies and assets valuations may decrease, risks inherent in such investments may be such that ENERMAS LATINOAMÉRICA, as Manager, considers that it is advisable not to perform Investments. ENERMAS LATINOAMÉRICA, as Issuer and Manager, has designed an Investment Strategy oriented to prioritize projects negotiated acquisition, sometimes we will compete with other Investment Funds in Investment opportunities identification and negotiation, which it could result in a valuation increase of such Investments and a possible margins decrease on such Investments.

3.1.3 INVESTMENT AND DISINVESTMENT INSTRUMENTS PERFORMANCE MAY BE DIFFICULT. Under Convertible Participative Private Equity Investment Agreement as Debt Instrument terms, Investment and Divestment instruments must have certain basic provisions. In addition, ENERMAS LATINOAMÉRICA as Manager will look for Investment and Disinvestment instruments incorporate contractual provisions that are common to Investments and Disinvestments to be performed with the Fund’s Capital. Such contractual provisions may consist of options or structures that permit Disinvestment, provisions that restrict such Investments transfer, competition restrictions, and schemes related to Net Rate Returns generation or distribution, adjustment schemes participation and/or others.

3.2 RISK FACTORS RELATED TO ENERGY, ENVIRONMENT AND INFRASTRUCTURE PROJECTS. Investments with Fund Capital in Promoted Projects in energy, environment and infrastructure sectors, returns expected to be obtained, depend to a great extent on government entity or State Productive Enterprise solvency that promotes it.

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Most of the Promoted Projects in energy, environment and infrastructure sectors will be driven by the supply needs required by the related government entities, whether local (state or municipal) and/or federal and/or State Productive Enterprises to comply with their development plans and policies, as well as to meet objectives set forth in their short, medium and long term strategies. Among the schemes to develop projects, a viable option is undoubtedly the public-private partnership scheme, described in detail in section “IV. Energy and Infrastructure Investments in Mexico”.

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In this type of investment, private investor is exposed to governmental entity and/or State Productive Company credit quality, solvency and payment capacity, which is the project promoter, since its resources, and/or those of other related entities, are main payment source at the time of project development. Notwithstanding the fact that contracts with such entities typically provide basic infrastructure to perform their substantive activities and may contain provisions to guarantee payments to be performed by such entities, in the particular case that any of such entities is unable to perform such payments, either in whole or in part, and/ or performs payments outside the times contemplated in contract terms; assets flows and valuations in energy, environment and infrastructure sectors would adversely affect ENERMAS LATINOAMÉRICA’s finances, which would have a negative impact directly affecting Returns to be distributed to Series “B” Shareholders.

Federal Government and Local Governments (State or municipal) have the power to revoke or cancel concessions, licenses, permits or contracts granted, where any of Promoted Projects could be performed, for their development and operation in energy, environmental and infrastructure matters. In addition, Terms for obtaining returns based on the Net Rate and its interpretation may have adverse effects on Investments performed with the Fund’s Capital.

Therefore, and taking into account resources amount that Private Equity Investment Fund has as a Debt Instrument to invest in each of Investments, ENERMAS LATINOAMÉRICA as Manager and Co-investor is free to look for Strategic Partners as Third Party Co-investors, from the moment the Fund performs Investments, in accordance with the provisions of Business Plan and Convertible Participative Private Equity Investment Agreement as Debt Instrument terms.

Promoted Projects will be documented by means of Agreements. ENERMAS LATINOAMÉRICA as Manager, as of this moment, cannot assure that the interaction with the different Strategic Partners will be positive or that it will generate desired efficiencies at the moment of Investments performance with Fund’s Capital. In the event that the necessary agreements are not reached to perform Promoted Project, investment opportunities that generate returns for Fund could be lost.

On the other hand, in the event that any of the Strategic Partners fails to comply with its obligations, Promoted Project development and/or operation related to energy, environment or infrastructure sectors could be significantly affected and, consequently, Promoted Project Returns could be adversely affected.

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3.2.1 BUDGETS MAY VARY SIGNIFICANTLY FROM THE ESTIMATES AT INVESTMENT TIME. Budgets for a Promoted Project corresponding to energy, environment and/or infrastructure Sectors may vary significantly from estimates at Investment performance time. There are a multiplicity of reasons beyond ENERMAS LATINOAMÉRICA as Manager control including, without limitation, financing costs increased, fiscal costs increased, governmental authorizations changes and a Strategic Partner as a Third Party Co-investor defaults may cause that estimates performed at Investing time with the Fund’s Capital to be significantly affected.

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There is competition with Suppliers and other investors in energy, environment and infrastructure sectors, which could delay Investments schedule execution or make Investing possibilities with Fund Capitals more expensive.

Projects allocation in energy, environment and infrastructure sectors in Mexico is generally performed by a competitive process. Therefore, Private Equity Investment Fund as a Debt Instrument, by means of ENERMAS LATINOAMÉRICA, as Manager will compete with other Suppliers and Investors to be favored in obtaining these projects. These competitors could submit offers in more favorable terms for Government, with lower costs, but without competitive market quality. Also, given sectors nature, projects in which ENERMAS LATINOAMÉRICA can participate as Fund Manager are limited and several Suppliers and Investors in these sectors compete for the same projects. In addition, Investments may face competition from other projects, development of which is beyond ENERMAS LATINOAMÉRICA control.

As a result of projects competition effect, Private Equity Investment Fund as a Debt Instrument, managed by ENERMAS LATINOAMÉRICA could have difficulties in performing certain Investments, which could delay or modify investments schedule execution with Fund’s Capital, which from time to time it contemplates, and/or could perform such Investments in less favorable economic terms than expected. As a result of the foregoing, Series “B” Shareholders Distributions may be adversely affected in a material way by expected return generation from Investments that are lower than anticipated.

3.2.2 MANAGEMENT AND PERFORMANCE PROJECTS MAY NOT COMPLY WITH INVESTMENT SCHEDULE. Projects Management and Performance in energy, environment and infrastructure sectors may not comply with the Investment Schedule.

When performing or implementing a Promoted Project, programmed goals may not be achieved, due to non-compliance in time, cost and/or quality. Main exposure causes are related to project management, access to technology, human resources and interdependence with suppliers. ENERMAS LATINOAMÉRICA will allocate resources to manage such risks through sectors knowledge, based on Promoted Project objective and management most appropriate.

However, a Promoted Project may not generate Investments return expected with Fund’s Capital, which may even present losses due to failures beyond ENERMAS LATINOAMÉRICA’s Control.

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3.3 RISK FACTORS RELATED TO THE MANAGER. 3.3.1 SIMPLE BONDS SHAREHOLDERS WILL BE PASSIVE INVESTORS AND FUND MANAGEMENT WILL BE ENTRUSTED PRIMARILY TO THE MANAGER. Series “B” Shareholders will rely directly on ENERMAS LATINOAMÉRICA as Manager to conduct and manage Private Equity Investment Fund as a Debt Instrument affair. Except for

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those participation rights described in section “III. Transaction Structure - 5. Issuance and Protection General Policies of Shareholders Interests - 5.1 Issuance General Policies.” of this Prospectus, the Private Equity Investment Fund as a Debt Instrument will not permit Simple Bonds Series “B” Shareholders to become actively involved in ENERMAS LATINOAMÉRICA management and business. Except as set forth in this Prospectus, the Investments to be performed with Private Equity Investment Fund Capital as a Debt Instrument have not yet been identified.

As a result of the foregoing, Simple Bonds Series “B” Shareholders will depend on ENERMAS LATINOAMÉRICA ability as Manager to perform, manage and dispose of Investments.

Investment and divestment decisions may adversely affect the Net Rate Returns if Fund’s Equity Investments performance is less than projected expectations.

According to Convertible Participative Private Equity Investment Agreement as Debt Instrument terms, ENERMAS LATINOAMÉRICA as Issuer and Manager will have broad powers to manage the Investments and the Divestments, as well as to manage Divestments, as well as resources application, subject only and exclusively to the limitations and restrictions set forth in such agreement.

3.3.2 NO HISTORY OF OPERATIONAL RISK. ENERMAS LATINOAMÉRICA is a newly formed company and as Manager has no operating history on which an Investor could base future success or failure predictions. However, ENERMAS LATINOAMÉRICA Key Officers and Associates, who are part of working team, have had significant experience in energy, environment and infrastructure sectors, as well as in Private Equity in Mexico. Such experience description can be found in section “V. The Manager” of this Prospectus.

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Additionally, subject to certain conditions described in penultimate and last paragraph of section “III. Transaction Structure - 3. Transaction Documents Description - 3.1 Convertible Participative Private Equity Investment Agreement as Debt Instrument - 3.1.13 The Manager - Rights and Obligations” of this Prospectus, ENERMAS LATINOAMÉRICA as Manager may

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DESARROLLO E INNOVACIÓN POR INVESTIGACIÓN TECNOLÓGICA DIXIT S.A. DE C.V., in its capacity as Strategic Partner of the Manager as described in this Prospectus, may directly Co-Invest as a Third Party Co-Investor with Private Equity Investment Fund as a Debt Instrument, managed by ENERMAS LATINOAMÉRICA as Co-Investor, and if applicable, Parallel Vehicles, without the need for approvals by Series “B” Shareholders Meeting, including those referred to in section “III. Transaction Structure - 5. Issuance and Protection General Policies of Shareholders Interests - 5.2 Protection Mechanisms for Shareholders Interests / Corporate Governance - 5.2.3 Shareholders’ Meeting.” of this Prospectus, as set forth in section “III. Transaction Structure - 3. Transaction Documents Description - 3.1 Convertible Participative Private Equity Investment Agreement as Debt Instrument - 3.1.18 Third Party Co-Investors” of this Prospectus.

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manage and perform investments independent from those related to Equity of the Private Equity Investment Fund as a Debt Instrument.

Teaming agreement entered into between ENERMAS LATINOAMÉRICA and DESARROLLO E INNOVACIÓN POR INVESTIGACIÓN TECNOLÓGICA DIXIT S.A. DE C.V. described in section “III. Transaction Structure - 1. General Description - 1.4 Third Party Co-Investors” of this Prospectus, which obligates ENERMAS LATINOAMÉRICA and DESARROLLO E INNOVACIÓN POR INVESTIGACIÓN TECNOLÓGICA DIXIT S.A. DE C.V. to perform specific investments jointly by means of Clusters, Consortiums, Joint Venture and/or Co-investment in related projects in energy, environment and infrastructure sectors.

3.3.3 THE MANAGER WILL BE RESPONSIBLE FOR THIRD PARTIES HIRED PERFORMANCE. ENERMAS LATINOAMÉRICA as Manager is empowered to hire one or more consultants or third parties (including Related Persons of the Manager or any Manager’s Affiliate), who may be consultants, with respect to any of the Services, obligations or powers object of Convertible Participative Private Equity Investment Agreement as Debt Instrument and in the other Private Offering Issuance Documents, with the understanding that ENERMAS LATINOAMÉRICA as Manager will be responsible for such consultants or third parties performance, except in the event of an act of God or force majeure. In this sense, ENERMAS LATINOAMÉRICA as Manager shall be solely responsible for any labor dispute and/or liability arising against ENERMAS LATINOAMÉRICA as Manager, by its respective officers and associates.

3.3.4 CERTAIN INVESTMENTS AND DIVESTMENTS MAY BE APPROVED BY THE INVESTMENT COMMITTEE, WITHOUT SHAREHOLDERS SERIES “B” MEETING INTERVENTION. Investment Committee may authorize certain Investments or Divestments. Those Investments or Divestments that do not have to be approved by Shareholders Series “B” Meeting, those that represent less than 5% of the Maximum Issuance Amount, may be approved by Investment Committee without direct or indirect participation of Shareholders Series “B”. An Investment or Disinvestment that is approved by Investment Committee does not guarantee Investment or Disinvestment success or performance. In the event that such an Investment or Disinvestment is not successful or does not perform well, ENERMAS LATINOAMÉRICA must provide from its own resources the Net Rate Returns by Distributions to the Shareholders Series “B”.

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3.4 RISK FACTORS RELATED TO THE FUND´S STRUCTURE. 3.4.1 THE FUND MAY BE USED TO PAY TAXES AND OTHER AMOUNTS. According to Convertible Participative Private Equity Investment Agreement as Debt Instrument terms, ENERMAS LATINOAMÉRICA as Issuer and Manager may use Capital resources that are

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available in Private Equity Investment Fund as a Debt Instrument Accounts to pay Taxes, insofar as amounts for such purposes are insufficient. If ENERMAS LATINOAMÉRICA as Manager uses Fund’s Capital to pay taxes, which is amount uncertain and not limited, funds available to perform Distributions and to fund Investments would be reduced, which may adversely affect the Net Returns to Shareholders Series “B”.

3.5 RISK FACTORS RELATING TO BONDS. 3.5.1 SIMPLE BONDS ARE NOT SUITABLE INSTRUMENTS FOR ANY INVESTOR. Investing in Simple Bonds Series “B” issued by ENERMAS LATINOAMÉRICA resulting from Private Offering involves investing in Private Debt instruments or those Capital Instruments in a liquid market, and involves risks associated with investment strategy described in this Prospectus. The Simple Bonds are not recommended for Investors who are not familiar with this type of Instruments. Private Equity Investment Fund as a Debt Instrument is an Investment mechanism that at this time ENERMAS LATINOAMÉRICA does not have an operation history.

3.5.2 NO SECURITIES RATING AGENCY WILL ISSUE ANY OPINION OR EVALUATION REGARDING TO SIMPLE BONDS CREDIT QUALITY. A tax regime description applicable to the Fund is contained in section “VI. Tax Considerations” of this Prospectus contains a tax regime description applicable to Private Equity Investment Fund as a Debt Instrument and of certain tax consequences applicable to Shareholders related to Simple Bonds Series “B” Net Rate Returns. Such descriptions are based solely on tax advisors judgment of each Investor as Shareholder and have NOT been validated by any Governmental Authority, in accordance to Article 232, Section III of the Mexican Securities Market Law. It is possible that such advisors assessment and consequently the aforementioned descriptions may not be consistent in immediate future with the Mexican or foreign tax authorities’ assessment. Each Series “B” Shareholder must perform its own determination of tax regime applicable to it and for which it is responsible for its obligations thereunder. Therefore, each Shareholder must consult its own tax advisors in order to avoid Tax Discrepancies as provided in Article 91 of the Mexican Income Tax Law. Tax Regime description contained in section “VI. Tax Considerations” of this Prospectus cannot be considered as tax advice for the prospective Investors as Series “B” Shareholders. | E N E R M A S L ATA M |

Prospective Investors must consider that tax regime applicable to Private Equity Investment Fund as a Debt Instrument and to Shareholders described in this Prospectus, including the tax regime applicable to Distributions and/or to the income derived from Simple Bonds Series “B” Net Rate Returns, has NOT been, in particular, validated or verified by the competent Tax Authority, for which reason they are recommended to consult their own advisors.

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3.5.3 TAX OBLIGATIONS COMPLIANCE COMPLEXITY. Shareholders information to comply with their tax obligations is limited. Each shareholder tax obligations compliance and its complexity may vary depending on Shareholder´s capacity and its income.

Each Shareholder Series “B” will be individually responsible for complying with its respective tax obligations, as well as for taxes proportional part and other contributions caused by its investment in Private Equity Investment Fund as a Debt Instrument, in Applicable Legislation terms in any jurisdiction.

Information available to Shareholders Series “B” Shareholders and that contained in reports and information that ENERMAS LATINOAMÉRICA has to prepare as Manager in accordance with Applicable Laws in any jurisdiction, may not be sufficient for Shareholders to comply with their tax obligations, and there may not be additional information available for such purposes.

Each Shareholder will need to assess how it will comply with its tax obligations with respect to any applicable taxes. Compliance with such tax obligations may be complex.

3.5.4 SERIES “B” SIMPLE BONDS TAX REGIME MODIFICATION. Current tax regime applicable to ENERMAS LATINOAMÉRICA Simple Bonds Series “B” may be modified during Issuance term. Prospective Investors must consult with their advisors regarding tax consequences resulting from Investment in Simple Bonds Series “B”, including specific rules application regarding to each particular situation.

3.5.5 THE FUND WILL BE USED TO PAY EXPENSES THAT MAY BE UNCERTAIN. In accordance to Convertible Participative Private Equity Investment Agreement as Debt Instrument terms, resources comprising Private Equity Investment Fund as a Debt Instrument may be used to pay Investment Expenses, Fund Expenses and Issuance Initial Expenses and Issuance Recurring Expenses, amounts of which are not known as of Closing Date. ENERMAS LATINOAMÉRICA as Manager will have the power to determine level and/or necessity of such Expenses. Amounts used for such Expenses and resources payment used to pay other items, including Commercial Commission and Performance Fee to ENERMAS LATINOAMÉRICA in Second Place, may decrease resources available to perform Equity Investments of Private Equity Investment Fund as a Debt Instrument.

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3.5.6 THE FUND TAX STRUCTURE MAY BE MODIFIED OR ITS INTERPRETATION MAY CHANGE. Private Equity Investment Fund as a Debt Instrument must comply with requirements established in Income Tax Law, Income Tax Law Regulations, Value Added Tax Law and current Miscellaneous Tax Resolution applicable rules, in order to be able to apply established tax regime and in terms of which Shareholders Series “B” will pay Income Tax (ISR) in accordance with the provisions of Applicable Legislation on the matter and/or, if applicable, in accordance

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with the provisions of the agreements to avoid double taxation celebrated by Mexico with the countries in which the persons are residents abroad, for the income delivered to them from ENERMAS LATINOAMÉRICA Simple Bonds Distributions.

However, Applicable Tax Legislation may be modified in immediate future, and/or Mexican authorities may have a different opinion in relation to tax nature, related to the Simple Bond in Guarantee that covers ENERMAS LATINOAMÉRICA Variable Capital Shares, since such authorities may consider that in any act performed, it would define the nature of Private Equity Investment Fund as a Debt Instrument and, as a result, perform any commercial act and define the Fund from which business activities are performed for tax purposes.

In that sense, in the event that Private Equity Investment Fund as a Debt Instrument is considered as a Fund with business activity, income received by the Fund will be taxed for purposes of monthly provisional income tax payments at the Fund level regardless of who is the beneficial owner from Simple Bonds Series “B” resources. See section “VI. Tax Considerations” of this Prospectus for a detailed discussion of certain tax considerations.

Although it is expected that Private Equity Investment Fund as a Debt Instrument will be subject to the tax regime established in Mexican Income Tax Law, Fund may eventually adopt another tax regime that seeks to have a greater tax benefit for Shareholders Series “B”, provided that all requirements contemplated in the Applicable Tax Legislation are complied with. However, there is a possibility that such regime change will not benefit all Shareholders Series “B” in the same manner.

Prospective Investors, prior to investing in these instruments, must consider that tax regime related to taxation or exemption applicable to income derived from these instruments, has not been verified or validated by competent tax authority.

Certain Investments and Divestments may affect Returns on a Net Investment Rate basis of Private Equity Investment Fund as a Debt Instrument as described in section “III. Transaction Structure - 5. Issuance and Protection General Policies of Shareholders Interests. - 5.2 Protection Mechanisms for Shareholders Interests / Corporate Governance” of this Prospectus.

3.6 RISK FACTORS RELATED TO MEXICO IN THE GLOBAL ENVIRONMENT. | E N E R M A S L ATA M |

3.6.1 MEXICO´S MACROECONOMIC SITUATION MAY CHANGE ADVERSELY. Mexico, as an economy active in international markets, is exposed to events that could affect its macroeconomic situation, such as the recent case of COVID 19. In the past, international political events and events in these markets have caused volatility, both in oil price of and in exchange rate, liquidity lack and effects on credit. Thus, Mexico has been historically affected by economic crises characterized by high inflation rates, devaluations, high interest rates, demand contraction, unemployment increase, investor confidence reduction and trade balance lack, among others. There is no certainty that such events will not be repeated in the future and that

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situations that may arise from them will not affect Investments financial situation by means of Private Equity Investment Fund, as a Debt Instrument.

A recession, whether due to international situations or low economic growth in Mexico, could adversely affect available financial resources to perform or maintain Investments and could adversely affect business and have a negative impact on Promoted Projects or have an adverse effect on Investments value. In such cases, Private Equity Investment Fund could suffer a partial or total Capital Invested loss in its Investments, which in turn could have an adverse effect on the Net Rate Returns to be distributed among Shareholders.

3.6.2 REFORMS TO APPLICABLE LAWS MAY AFFECT INVESTMENTS AND THE FUND. Tax Legislation as well as other laws and regulations in Mexico may be amended. Such amendments could adversely affect Investments ability to generate positive cash flow or profits for their Shareholders and/or otherwise adversely affect Investments and/or Private Equity Fund as a Debt Instrument. There is no assurance that tax regime or otherwise will have an impact on Private Equity Fund as a Debt Instrument and Investments will not be modified in the future, which could affect Distributions amount.

Tax regime applicable to withholding taxes in respect of Distributions performed by means of Fund to Shareholders described in this Prospectus, as well as tax regime applicable to the Fund, may change, increasing taxation applicable to Investments.

3.7 ESTIMATES AND ASSOCIATED RISKS. This information is indicative and not exhaustive and belongs to “Energía y Medio Ambiente del Sureste de Latinoamérica, Sociedad Anónima Promotora de Inversión de Capital Variable”, and/or “ENERMAS LATINOAMÉRICA, S.A.P.I. de C.V.” and/or the “Company”.

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Information other than historical information included in this Prospectus reflects the perspective of the Investor and ENERMAS LATINOAMÉRICA as Manager in relation to future events, and may contain information on financial results, economic situations, trends and uncertainties.

Expressions “believes”, “expects”, “estimates”, “considers”, “plans”, “anticipates”, and other similar expressions identify such projections or estimates. In evaluating such projections or estimates, a prospective investor must consider factors described in this section and other cautionary statements contained in this Prospectus. Such risk factors and projections describe circumstances that could cause actual results to differ materially from those expected based on forward-looking statements or estimates.

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4. PRIVATE DOCUMENTS. Documentation submitted in this Prospectus, in order for Issuance of Simple Bonds Series “B” to Private Offering, will be disseminated by means of the OTC Trading Systems in Mexico; such Simple Bonds have NOT been registered in the National Securities Registry (RNV) maintained by the National Banking and Securities Commission (CNBV), in accordance with the provisions of articles: 1, Sections III and IV; 2, Section XXIV; 8, Sections II and IV; and, 232, Section III, of Securities Market Law in force in Mexico.

Confidential Information contained in this Prospectus has been prepared by ENERMAS LATINOAMÉRICA based on information prepared by the Company; it is addressed in a confidential manner to a limited number of persons as established in Article 8, Section II of Securities Market Law. Although Confidential Information included in this Prospectus has been obtained from sources that ENERMAS LATINOAMÉRICA considers reliable for any purpose.

No representation and/or guarantee, either express or tacit, is granted for Confidential Information contained herein, which is considered as private, secret and commercially sensitive information, so it shall be considered as confidential for all legal purposes and the persons who have access to such Confidential Information shall keep it from third parties, being obliged not to copy, disclose or reveal in any way the content or scope of such Confidential Information, unless otherwise authorized in writing by ENERMAS LATINOAMÉRICA. Otherwise, ENERMAS LATINOAMÉRICA reserves the right to enforce the application of the sanction before the competent legal instances in the matter, to enforce the provisions of Article 380 of the Securities Market Law in force in Mexico.

No part of this Confidential Information may be reproduced, taken or transmitted to those countries (or persons or entities thereof) in which distribution may be prohibited by Applicable Legislation. Failure to comply with these restrictions may constitute a breach of the provisions of Article 380 of the Securities Market Law within the jurisdiction in question.

II. PRIVATE OFFERING. OFFERING FEATURES.

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1.1 OFFERING TYPE. Private Offering that will be promoted by means of the OTC Trading Systems in Mexico, Securities that have NOT been registered in the National Securities Registry (RNV) maintained by the National Banking and Securities Commission (CNBV), in accordance with the provisions of Articles: 1, Sections III and IV; 2, Section XXIV; 8, Sections II and IV; 232, Section III, of the Securities Market Law.

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1.2 OFFERING AMOUNT. Private Offering for an Initial Issuance Amount of 6 500 000.00 BYN (Six Million Five Hundred Thousand BYN); which provides rise to Private Equity Investment Fund as a Debt Instrument.

1.3 OFFERING ISSUER AND FUND MANAGER. “Energía y Medio Ambiente del Sureste de Latinoamérica, Sociedad Anónima Promotora de Inversión de Capital Variable” See section: “V. The Manager - 1. General Description - 1.1 Manager’s History and Development” of this Prospectus.

1.4 INSTRUMENT TYPE. Simple Bonds Series “B” issued by “Energía y Medio Ambiente del Sureste de Latinoamérica, Sociedad Anónima Promotora de Inversión de Capital Variable”, with Par Value. With understanding that Simple Bonds Series “B” represent Company´s Variable Capital Stock, as established in Article: Nineteenth, Section: II of ENERMAS LATINOAMÉRICA’s Bylaws; in accordance with the provisions of Articles: 13, Section III of the Securities Market Law, 17, 112 second paragraph, and 113 of the General Law of Mercantile Corporations.

These Shares are part of Class II, which does NOT grant corporate rights to its Shareholders as established in Article: Twenty-first of ENERMAS LATINOAMÉRICA’s Bylaws; in accordance with the provisions of Article 13, Section III, paragraph a) of Securities Market Law and will only enjoy the minimum rights established in Article 16 of the Securities Market Law.

1.5 BOND DENOMINATION. Simple Bonds will be denominated in BYN.

1.6 BONDS VALIDITY. Simple Bonds issued in Private Offering will have a 1 year term, equivalent to 365 days each.

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1.7 OFFERING RECEIVER, AND ITS REQUIREMENTS. Prospective Investors as Simple Bonds Series “B” Shareholders from ENERMAS LATINOAMÉRICA. With understanding that Simple Bonds Series “B” may be subscribed by domestic or foreign persons.

Simple Bonds Series “B” may be subscribed by Mexican or foreign individuals, as established in Article: Nineteenth, Section: V of ENERMAS LATINOAMÉRICA’s Bylaws; since the Company is of Mexican nationality and foreigners are admitted, as established in Article: Fifth of the Bylaws and Clause Fifth of ENERMAS LATINOAMÉRICA Shareholders’ Agreement; in accordance with the provisions of Article 14 of Foreign Investment Law Regulations and the National Registry of Foreign Investments.

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Requirements for Domestic Natural Persons: Voter ID card, issued by Mexican Authority.

Tax Status Certificate issued by the Tax Administration Service (SAT) as Tax Authority in Mexico, Proof of address (not older than 3 months).

Fill out a form with his / her Personal Data and personal statements.

Bank Account Information, Standardized Bank Code and Banking Institution.

Convertible Participative Private Equity Investment Agreement as Debt Instrument Signing.

Requirements for Domestic Legal Entities: Articles of Incorporation of Legal Entity.

Power of Attorney of Legal Representative or Attorney-in-Fact, as applicable.

Legal Representative and Legal Entity Tax Status Certificates issued by the Tax Administration Service (SAT) as Tax Authority in Mexico, Legal Representative or Attorney-in-Fact Voter ID card, issued by Mexican Authority, as applicable.

Legal Entity Proof of address.

Fill out a form with its Legal Entity Data.

Bank Account Information, Standardized Bank Code and Banking Institution.

Convertible Participative Private Equity Investment Agreement as Debt Instrument Signing by Legal Representative.

Requirements for Foreign Natural Persons: ID card, Citizenship Card, Passport, Visa, as applicable.

Proof of address any of the following bills: Power, Water, Internet, and Cable TV. Birth certificate or its equivalent.

Fill out a form with his / her Personal Data and personal statements.

Bank Account Information, Standardized Bank Code, SWIFT/BIC Code, and Banking Institution.

Convertible Participative Private Equity Investment Agreement as Debt Instrument Signing.

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1.8 SHAREHOLDERS RIGHTS. Simple Bonds confer to its Shareholder the corresponding right to interest collection as Returns based on the Net Rate by means of Performance Distributions, with the understanding that

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Requirements for Foreign Legal Entities: Articles of Incorporation of Legal Entity.

Power of Attorney of Legal Representative or Attorney-in-Fact, as applicable.

Legal Representative and Legal Entity Tax ID issued by its Tax Authority, as applicable.

Legal Representative or Attorney-in-Fact ID card, Citizenship Card, Passport, Visa, as applicable.

Proof of address any of the following bills: Power, Water, Internet, and Cable TV. Fill out a form with its Legal Entity Data.

Bank Account Information, SWIFT/ BIC Code, and Banking Institution.

Convertible Participative Private Equity Investment Agreement as Debt Instrument Signing by Legal Representative.

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such right will be limited to liquid resources that from time to time are part of Private Capital Investment Fund as Debt Instrument, under Convertible Participative Private Equity Investment Agreement as Debt Instrument terms and conditions. In addition, ENERMAS LATINOAMÉRICA has the right to Simple Bonds Series “B” buyback (Share Buyback), which from that moment on, would be part of the Company’s Treasury, as Unsubscribed Shares, as established in Article 17 of the Securities Market Law; in accordance with the provisions of Article Eight of ENERMAS LATINOAMÉRICA’s Bylaws and Clause Twelve Two of ENERMAS LATINOAMERICA Shareholders’ Agreement.

1.9 BONDS NUMBER ISSUE. “Energía y Medio Ambiente del Sureste de Latinoamérica, Sociedad Anónima Promotora de Inversión de Capital Variable” will issue 100,000 (one hundred thousand) Simple Bonds Series “B”.

1.10 SIMPLE BONDS PAR VALUE IN INITIAL ISSUANCE. Placement price in Private Offering is for a Par Value, which represents the amount of 65 BYN (Sixty Five BYN) each one; with the understanding that Issuance date will be determined and will be disclosed in due time, from time to time, in Convertible Participative Private Equity Investment Agreement as Debt Instrument terms.

1.11 GUARANTEES. Simple Bonds Series “B” will be secured by any Real or Personal Guarantee for the corresponding Shareholder.

1.12 INVESTMENTS. ENERMAS LATINOAMÉRICA as Manager may directly or indirectly perform Investments consisting of Private Equity Investment Fund Capital as a Debt Instrument, such as everything related to planning, design, construction, development, operation and maintenance of Promoted Projects in energy, environment and infrastructure sectors, such as Adjacent Businesses; with the understanding that as long as resources obtained from Issuance are not invested in Investments, they may be invested in Permitted Securities; in Convertible Participative Private Equity Investment Agreement as Debt Instrument terms.

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1.13 PRIVATE EQUITY INVESTMENT FUND PURPOSES AS A PRIVATE DEBT INSTRUMENT. Private Equity Investment Fund as a Debt Instrument main purpose is to establish contractual rules for ENERMAS LATINOAMÉRICA as Manager to perform Simple Bonds Series “B” Issuance, by means of their placement in Private Offering through the OTC Trading Systems in Mexico; For ENERMAS LATINOAMÉRICA as Manager to receive the amounts derived for each Simple Bond Par Value and to apply such amounts to perform Investments and pay those Expenses and other concepts indicated in the Convertible Participative Private Equity

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Investment Agreement as Debt Instrument. ENERMAS LATINOAMÉRICA as Manager manages Investments, including Divestments performance, and to perform Shareholders Distributions in First Place and Manager Distributions Performance in Second Place, as well as any other payment foreseen in Convertible Participative Private Equity Investment Agreement as Debt Instrument and other Transaction Documents.

1.14 PRIVATE EQUITY INVESTMENT FUND DESTINATIONS AS A PRIVATE DEBT INSTRUMENT. Capital obtained from Simple Bonds Initial Issuance will be preferentially allocated to Promoted Projects in energy, environment and infrastructure sectors, being able to perform Permitted Investments in Adjacent Businesses, such as participating by means of Consortiums, Joint Ventures, Joint Ventures, and Clusters, as determined by the Investment Committee, as established in Convertible Participative Private Equity Investment Agreement as Debt Instrument. (See Section “III. Transaction Structure - 4. Business Plan and Investments and Divestments Schedule - 4.1 Investment Objective - 4.1.2 Investment Criteria - 4.1.3 Diversification Requirements” of this Prospectus), with the understanding that such Investments may NOT exceed amount authorized by Investment Committee, for all legal purposes.

1.15 INITIAL ISSUANCE NET RESOURCES. From Initial total Issuance amount of 6 500 000.00 BYN (Six Million Five Hundred Thousand BYN), Issuance Initial Expenses will be deducted, which will represent 422 500.00 BYN (four hundred and twenty-two thousand five hundred BYN) and 747 500.00 BYN (seven hundred and forty-seven thousand five hundred BYN) will be added to constitute Independent Advisor Expenses Reserve. In total, the Private Equity Investment Fund will have Net Resources of 5 330 000.00 BYN (five million three hundred and thirty thousand BYN), which will be used to perform Investments, pay Fund Expenses. See section: “II. Private Offering - 3. Expenses Related to Private Offering” of this Prospectus.

1.16 PRIVATE EQUITY INVESTMENT FUND LIQUIDATION AS A PRIVATE DEBT INSTRUMENT. Fund will be liquidated and the Net Resources of such liquidation will be distributed among Shareholders in the First Place and Manager Performance Distributions in the Second Place, in accordance with the rules set forth in Convertible Participative Private Equity Investment Agreement.

1.18 EARLY REPAYMENT. Simple Bonds Series “B” may not be amortized early.

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1.17 REPAYMENT. Simple Bonds Series “B” will be amortized in full in a single payment on payment due date.

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1.19 DISTRIBUTION PLACE AND PAYMENT METHOD. All payments to be performed to Shareholders will be performed proportionally for each Simple Bond Series “B”, by electronic transfer through Standardized Bank Code, SWIFT/BIC Code from Banking Institution account, in Convertible Participative Private Equity Investment Agreement as Debt Instrument terms, for such purpose.

1.20 OFFERING NOTICE PUBLICATION DATE IN THE OTC TRADING SYSTEMS IN MEXICO. November 13th. 2021.

1.21 PRIVATE OFFERING DATE IN THE OTC TRADING SYSTEMS IN MEXICO. November 16th. 2021.

1.22 NOTICE PUBLICATION DATE FOR INFORMATIONAL PURPOSES. November 13th. 2021.

1.23 SIMPLE BONDS INITIAL ISSUANCE DATE. November 20th. 2021.

1.24 DISTRIBUTION LIQUIDATION DATE. It will be performed in 1 year, equivalent to 365 days; counted as of Convertible Participative Private Equity Investment Agreement as Debt Instrument Signing; so that Shareholders Distributions in First Place and Manager Performance Distributions in Second Place can be performed; prior to 30 calendar days after raise resources are obtained for a Distribution regarding to corresponding Simple Bond Series “B”; as long as Distributions amount to be performed DO NOT exceed $600,000. 00 (six hundred thousand pesos 00/100 Mexican Pesos) and/or its equivalent in BYN, corresponding to Divestments considered individually, with the understanding that the Manager may performed Distributions for amounts lower than such amount. Manager will determine a Business Day with a Distribution date and Shareholder will be notified at least 6 Business Days in advance and will pay the Distribution proportionally regarding to each corresponding Single Bond Series “B” of which each Shareholder is the Holder on such Distribution Date, for its subsequent liquidation.

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1.25 SHARE BUYBACK DATE TO SHAREHOLDERS. Within a one year term, equivalent to 365 days, ENERMAS LATINOAMÉRICA will buyback Simple Bonds Series “B” from each Shareholder, as indicated in Convertible Participative Private Equity Investment Agreement as Debt Instrument., in accordance with the provisions of Article 17 of the Securities Market Law and Article Eight of ENERMAS LATINOAMÉRICA’s Bylaws and Clause Twelve Two of ENERMAS LATINOAMÉRICA Shareholders’ Agreement.

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1.26 SHARE BUYBACK PAYMENT FORM TO SHAREHOLDERS. ENERMAS LATINOAMÉRICA will buyback by electronic transfer to each Shareholder that holds respective Simple Bonds Series “B”, as indicated in Convertible Participative Private Equity Investment Agreement as Debt Instrument., in accordance with the provisions of Article 17 of the Securities Market Law; Article Eight of ENERMAS LATINOAMÉRICA Bylaws and Clause Twelve Two of ENERMAS LATINOAMÉRICA Shareholders’ Agreement; with the understanding that buyback payment must be received by each of the Shareholders who are holders of respective Simple Bonds Series “B” and by respective electronic transfer verification, the provisions of the Convertible Participative Private Equity Investment Agreement as Debt Instrument will be fully complied with for such purpose, thereby cancelling Simple Bond Series “B” issued for Shareholder.

1.27 TAX REGIME. In accordance to Tax Legislation Applicable in Mexico, with the understanding that Private Equity Investment Fund, as a Debt Instrument, is a transparent figure for tax purposes, since its participating members would be responsible for tax obligations and not the Fund itself.

Potential investors must consider that tax regime applicable to Private Offering to be promoted by means of the OTC Trading Systems in Mexico described in this Prospectus, including tax regime applicable to Distributions and/or income derived from Simple Bonds placement, has NOT been validated or verified by the corresponding Tax Authority.

Each Shareholder must evaluate how it will comply with its tax obligations with respect to any Taxes applicable to it. Compliance with such tax obligations could be complex. Failure to comply with investment criteria or diversification requirements subsequent to an Investment performance could adversely affect Shareholders, as it could contravene Investment regime of certain Investors or in the event of non-compliance with Applicable Tax Regime.

Applicable tax treatment may change prior to Simple Bonds Series “B” maturity. Prospective investors in Bonds must consult their advisors regarding to tax consequences of investing in such Bonds, including specific rules application to their particular situation. See section “VI. Tax Considerations” of this Prospectus for a more detailed tax regime analysis intended to be obtained. Each Shareholder must make its own tax regime determination applicable to it, in accordance with the Applicable Tax Legislation.

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1.28 SIMPLE BONDS POTENTIAL PURCHASERS. Simple Bonds Series “B” may only be acquired by Investors (domestic or foreign) by means of Private Offering that will be promoted by means of OTC Trading Systems in Mexico, in accordance with the provisions of articles: 8, sections II and IV; and, 232, section III, of the Securities Market Law.

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1.29 APPLICABLE LAW TO PRIVATE OFFERING IN MEXICO. Private Offering will be governed and interpreted in accordance with the provisions of Articles 1, Sections III and IV; 2, Section XXIV; 8, Sections II and IV; and 232, Section III of the Mexican Securities Market Law in effect in Mexico.

1.30 AUTHORITY AND JURISDICTION. The jurisdiction of the Courts and Authorities, established in the jurisdiction of the City and Port of Veracruz, State of Veracruz de Ignacio de la Llave, shall be applicable to all matters not foreseen, expressly waiving any other present or future jurisdiction that may correspond to Shareholders, as established in Articles Four and Five of ENERMAS LATINOAMÉRICA’s Bylaws; in accordance with Article 14 of the Regulations of the Foreign Investment Law and the National Registry of Foreign Investments.

1.31 PERFORMANCE GUARANTEE BASED ON NET RATE. ENERMAS LATINOAMÉRICA guarantees to the Investors as Shareholders a Return based on a Net Rate of 3% per month, with the understanding that in a term of 12 months, equivalent to 365 days; Shareholder will receive a return based on the Net Rate of Return of 36% annualized.

1.32 PRIVACY NOTICE FOR PERSONAL DATA PROTECTION IN PRIVATE PARTIES POSSESSION. Privacy Notice is made available to the Investors participating in Private Offering that will be published privately by means of the OTC Trading Systems in Mexico, in compliance with the provisions of Article 15 of the Federal Law for the Protection of Personal Data in Possession of Individuals, as well as other applicable legal provisions. With the understanding that in the cases in which the treatment of your personal data is contemplated in some of the causes or situations foreseen by article 10 of the Federal Law for Personal Data Protection in Possession of Individuals, your consent will not be necessary.

ENERMAS LATINOAMÉRICA is a Mexican company committed with personal data protection right of any Data Subject, also known as the “right to informative self-determination”, which is guaranteed and protected as a human right, consecrated in accordance with the second paragraph of article 16 of the Political Constitution of the United Mexican States.

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ENERMAS LATINOAMÉRICA is RESPONSIBLE for Shareholder personal data treatment, which provides his/her consent to this Notice. ENERMAS LATINOAMÉRICA has a commitment to observe legality, consent, information, quality, purpose, loyalty, and proportionality and responsibility principles in personal data treatment, privacy rights and informative selfdetermination, states in this Privacy Notice the following: 1. ENERMAS LATINOAMÉRICA will treat your personal information and data as confidential and will maintain preventive measures to protect it against loss, misuse, unauthorized access,

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alteration or destruction, and will not disclose it for any purpose other than that set forth in this Privacy Notice. Your information will be treated as confidential and will be managed for the time necessary to achieve the purposes mentioned in this Privacy Notice, which may be updated to reflect changes in our practices for collecting information, for information use, and in security matters.

2. Personal data that ENERMAS LATINOAMÉRICA will process, including collection, use, disclosure or storage of such data by any means of access, handling, use, transfer or disposal, are those that you, in your capacity as Shareholder, have provided or will provide to ENERMAS LATINOAMÉRICA and those to which ENERMAS LATINOAMÉRICA has legitimate access since they have been provided for the purposes indicated below.

The following is a list of some personal data (in case you are a Natural Person and/or Legal or Entity, domestic or foreign) referred to in this section: a) Name. b) Company (in the case of Legal Entities, domestic or foreign). c) Address. d) Work contact information, including telephone, e-mail and others.

The above list shall be understood as including, but not limited to those personal data that will be treated by ENERMAS LATINOAMÉRICA, with the understanding that it is personal data of the same nature.

3. ENERMAS LATINOAMÉRICA informs you that Shareholder personal data will be processed

by ENERMAS LATINOAMÉRICA and/or third parties, persons in charge acting on behalf of ENERMAS LATINOAMÉRICA and third parties, other than ENERMAS LATINOAMÉRICA or data owner, who must comply with this Privacy Notice.

4. The purposes of ENERMAS LATINOAMÉRICA’s personal data treatment of Shareholder are the following, as well as all those that are analogous: a) Sending of private informative publicity, related to Private Equity Investment Fund as a Debt Instrument. b) Informative, administrative and/or commercial purposes related to ENERMAS LATINOAMÉRICA.

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6. ENERMAS LATINOAMÉRICA will establish and maintain security, administrative, technical

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5. By having access to the OTC Trading Systems in Mexico that are used by ENERMAS LATINOAMÉRICA; Holder by accepting this Privacy Notice, you obtain the character of Shareholder which expressly grants ENERMAS LATINOAMÉRICA its consent for domestic and international transfer of your personal data, provided that the recipient of the data assumes the same obligations assumed by ENERMAS LATINOAMÉRICA. Likewise, ENERMAS LATINOAMÉRICA commits itself to transfer only that information that is necessary for the same purpose for which this notice is issued.

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and physical measures to protect personal data against damage, loss, alteration, destruction or unauthorized use, access or treatment. These measures will not be less than those maintained

by ENERMAS LATINOAMÉRICA for the management of its own information.

7. Shareholder Rights: According to the Personal Data Protection Law, you as Shareholder have the right to exercise at any time your rights of access, rectification, cancellation and opposition of your information, by means of a written request addressed to callcenterenermas@ enermas.mx who may request for your protection and benefit, documentation that accredits corrections to the data in case you request rectification of the same. You as Shareholder can request the cancellation of your personal data kept by ENERMAS LATINOAMÉRICA. Likewise, you as Shareholder can limit the use and distribution of your personal data by means of a written request to ENERMAS LATINOAMÉRICA. Notwithstanding the above, it is possible that ENERMAS LATINOAMÉRICA may be obliged according to the Applicable Legislation in Mexico to keep some or all of your personal data. It is important that the changes you intend to make to your personal data are correct and those data that by obligation or legal disposition ENERMAS LATINOAMÉRICA must keep will not be deleted.

The request must be submitted by Shareholder or his/her Legal Representative, (as the case may be); to the above mentioned address, such request must contain: a) Documents proving your identity or that of the Legal Representative, b) A clear and precise personal data description in respect of which he/she seeks to exercise his/her rights, c) Any other element that facilitates Shareholder personal data location.

ENERMAS LATINOAMÉRICA will communicate to Shareholder in a maximum of 20 calendar days, counted from reception of access, rectification, cancellation or opposition request, the adopted determination, in order to make it effective within the following 15 calendar days.

These terms may be extended for an equal period when, at ENERMAS LATINOAMÉRICA’s discretion, the circumstances of the case justify it.

The right of access proceeds when Shareholder wishes to know which of his/her personal data is held by ENERMAS LATINOAMÉRICA and the applicable Privacy Notice.

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A request for access will be fulfilled by making available to Shareholder or his/her Legal Representative, with identity proof, documents containing required personal data, either by means of copies or scanned by digital means, containing such information, or any other means determined by ENERMAS LATINOAMÉRICA. Data delivery will be charge-free as long as access request is not repeated in a period of less than 12 months. Shareholder will uniquely cover the costs of reproduction in copies or other formats, as the case may be.

Shareholder may rectify his/her personal data when they are inaccurate or incomplete, indicating in rectification request modifications to be performed and providing ENERMAS LATINOAMÉRICA with documentation supporting his/her request. In case Shareholder request is accepted, ENERMAS LATINOAMÉRICA shall inform data processors and third

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parties about the changes in question, in case there have been data transfers according to this Privacy Notice terms.

Cancellation right consists in data deletion and may be preceded by a blocking period during which the data may not be processed. Personal data cancellation shall not proceed in the cases provided for by the Applicable Legislation in any jurisdiction.

Shareholder shall have the right at any time and for legitimate reasons to object his/her data processing. In case the request is admissible, ENERMAS LATINOAMÉRICA will not be able to process Shareholder data.

ENERMAS LATINOAMÉRICA may deny personal data access, or perform rectification or cancellation or grant opposition when the applicant is not the Shareholder or the Legal Representative is not duly accredited to do so, when in its database Shareholder’s personal data are not found, when the rights of a third party are injured, when there is a legal impediment or a resolution of a competent authority that restricts personal data access or does not allow its rectification, cancellation or opposition and when rectification, cancellation or opposition has been previously performed.

8. In case changes are performed to this Privacy Notice, ENERMAS LATINOAMÉRICA will inform Shareholder by means of a written notification that will be published in the Internet page www.enermas.mx if it is appropriate, through the e-mail that Shareholder has previously notified to ENERMAS LATINOAMÉRICA. If Shareholder agrees with the modifications performed to Privacy Notice, he/she shall deliver document including such modifications to ENERMAS LATINOAMÉRICA. If Shareholder agrees with modifications performed to Privacy Notice, he/she shall deliver document that includes such modifications, duly signed with attention to ENERMAS LATINOAMÉRICA within the following 5 working days.

9. Permission for personal data processing may be revoked by means of a written notice, which the OWNER provides in writing, addressed to the e-mail address indicated in this Privacy Notice, in which he/she includes the reasons for revoking the consent.

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By providing us with your data, you acknowledge that you understand and accept the collection and transmission of your personal information and data by ENERMAS LATINOAMÉRICA as stated in this Privacy Notice.

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10. ENERMAS LATINOAMÉRICA will process access, rectification, cancellation and opposition requests work that will be in charge, whose physical address is located at address indicated at the beginning of this notice and whose email for any questions or comments regarding this Privacy Notice has been indicated above.

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1.33 FUND CONTRIBUTIONS DEPOSIT. “Energía y Medio Ambiente del Sureste de Latinoamérica, Sociedad Anónima Promotora de Inversión de Capital Variable” with Bank Account Number 261-98278-001-1 with Standardized Bank Code 058905000012362579, Swift/BIC Code RGIOMXMT for deposits in Pesos and for deposits in BYN; with the Banking Institution: Banco Regional, S.A., Institución de Banca Múltiple, Banregio Grupo Financiero.

2. FUNDS DESTINATION. Resources obtained from Simple Bonds Series “B” placement on Initial Issuance Date will be used, in accordance with the provisions of Convertible Participative Private Equity Investment Agreement as Debt Instrument, as follows: a) ENERMAS LATINOAMÉRICA in its capacity as Issuer and Manager of Private Equity Investment Fund as Debt Instrument will receive in the General Account the total amount of the Initial Issuance by means of Private Offering, the amount of 6 500 000.00 BYN (Six Million Five Hundred Thousand BYN). b) From the amount that ENERMAS LATINOAMÉRICA receives in the General Account according to paragraph a) above, it will apply the amount of 747 500.00 BYN (seven hundred and fortyseven thousand five hundred BYN), to constitute Independent Advisor Expenses Reserve. c) After Independent Advisor Expense Reserve referred to in paragraph b) above has been constituted, the remainder in the General Account of the Private Equity Investment Fund shall be 5 752 500.00 BYN (five million seven hundred fifty-two thousand five hundred BYN); d) From the General Account, ENERMAS LATINOAMÉRICA will transfer to the Funded Capital Account the Initial Issuance Expenses of Private Offering equivalent to 422 500.00 BYN (four hundred and twenty-two thousand five hundred BYN) and will reimburse such Initial Issuance Expenses, including the corresponding Value Added Tax (VAT) in Mexico; charged to the Funded Capital Account. e) Amount that remains deposited in the General Account, after the transfers described above have been performed, equivalent to 5 330 000.00 BYN (five million three hundred and thirty thousand BYN) will be the Initial Investable Amount, and will be maintained in General Account until a Funding Request is performed, in which case, the corresponding funds will be transferred to the Funded Capital Account to make Investments and pay Fund Expenses, in accordance with the provisions of Convertible Participative Private Equity Investment Agreement as Debt Instrument.

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FUNDS DESTINATION Item

Apply:

6 500 000.00 BYN

Initial Issuance Independent Advisor Expenses Reserve Initial Issuance Expenses

Balance on Account:

747 500.00 BYN

5 752 500.00 BYN

422 500.00 BYN

5 330 000.00 BYN

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3. EXPENSES RELATED TO PRIVATE OFFERING. From total amount of Initial Issuance of 6 500 000.00 BYN(Six Million Five Hundred Thousand BYN), the Initial Issuance Expenses will be deducted, which will represent 422 500.00 BYN (four hundred and twenty-two thousand five hundred BYN) and 747 500.00 BYN (seven hundred and forty-seven thousand five hundred BYN) will be added to constitute for Independent Advisor Expenses Reserve. In total, Private Equity Investment Fund will have net resources of 5 330 000.00 BYN (five million three hundred and thirty thousand BYN), which will be used to perform Investments, pay Fund Expenses, other than Initial Issuance Expenses*, as described below:

ISSUANCE INITIAL EXPENSES* Item: Human Assets (Fees) Advisory

Amount: 126,750 BYN 63,375 BYN

Material Resources

105,625 BYN

Transport and Travel Expenses

50,700 BYN

Management Costs (Fees)

76,050 BYN

Total Net Amount: *

422,500 BYN

*Amounts described above include the corresponding Value Added Tax (VAT) and Income Tax (ISR).

All Initial Issuance Expenses described above will be paid or reimbursed to Manager by Private Equity Investment Fund from Private Offering resources.

III. TRANSACTION STRUCTURE. 1. GENERAL DESCRIPTION.

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Private Equity Investment Fund as a Debt Instrument, whose main objective is to invest, directly or indirectly by means of Investments related to energy, environment and infrastructure sectors in Mexico, to be exercised in Promoted Projects, with the purpose of increasing Projects assets

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1.1 FUND AND INVESTMENTS. Private Offering in the Over the Counter (OTC) Market in Mexico, gave rise to Private Equity Investment Fund as a Debt Instrument financial traceability, which is managed by “Energía y Medio Ambiente del Sureste de Latinoamérica, Sociedad Anónima Promotora de Inversión de Capital Variable” and who is the Issuer of Simple Bonds Series “B”, in accordance with Applicable Legislation.

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value in short-term, and once they have matured, to divest them or receive the corresponding amortizations, which will generate returns based on the Net Rate to be delivered to Simple Bonds Series “B” Shareholders in Distributions form.

For such purpose, ENERMAS LATINOAMÉRICA, as Manager based on Human Assets experience in Promoted Projects in energy, environment, infrastructure and Private Capital sectors described in section “V. The Manager” of this Prospectus, Manager originates, analyzes, recommends and performs Investments performance, and in its opportunity, recommends and performs Divestments.

ENERMAS LATINOAMÉRICA is formed by a professionals team with a wide experience in Promoted Projects within hydrocarbons; electricity; hydraulics; environment; technology transfer, knowledge and innovation; telecommunications, cybersecurity, cyberintelligence, robotics, artificial intelligence and transportation sectors, with the understanding that Human Asset has been acquired by means of several years of work in prestigious national and international, public and/or private firms, as well as in governmental agencies.

In addition to the above, ENERMAS LATINOAMÉRICA, through its members and associates, Key Officers, has proven experience in Private Capital investments and in Projects promotion, which has allowed it to maintain a professional relationship of excellence with Government three levels, as well as with construction, operating and consulting companies. For further information about the Manager, please refer to section “V. The Manager” of this Prospectus.

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ENERMAS LATINOAMÉRICA is integrated by a full-time work team and an Investment Committee, which is the decision-making body for Investments and Divestments approval; this will allow the processes and the investment strategy to be complied with. Investment Committee involves Key Officers, who are officers of ENERMAS LATINOAMÉRICA, who manage Business Lines on a daily basis and who will dedicate their time to look for Investment opportunities to promote Promoted Projects, and once the Investment Term is over, the management of the same.

Investments performed by ENERMAS LATINOAMÉRICA for its implementation in Promoted Projects that are related to energy, environment and/or infrastructure sectors, which are referred to in this Prospectus. In the case of direct Investments, ENERMAS LATINOAMÉRICA in the General Account will transfer the corresponding interests, which are generated by the Promoted Project in a direct way. In the case of indirect Investments, ENERMAS LATINOAMÉRICA may hold such interests through another Legal Entity, Vehicle or Legal Instrument to take advantage of the benefits that may be granted by a certain structure or that may be required to Investment performance.

As far as possible, ENERMAS LATINOAMÉRICA as Manager, and Controller in Investments promotion of Promoted Projects to look for increasing its value in short term, and consequently, to guarantee returns within Simple Bonds Series “B” Shareholders term. Once investments have matured, Divestment will be sought. In the case of Debt Investments, Divestment will occur naturally by means of respective amortizations and/or through a transfer of respective

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Debt. The Net Rate Returns generated from the Investments and their Divestment is net from expenses and commissions, which will be delivered on liquidation date to the Simple Bonds Series “B” Shareholders, in Distributions form.

Investments will be the most important asset comprising the Fund. As of this Prospectus date, ENERMAS LATINOAMÉRICA as Manager has not agreed to perform any Investment; therefore, no specific information is provided in this sense. However, features and requirements to be met by such Investments are set forth in Convertible Participative Private Equity Investment Agreement as Debt Instrument and are described in the “III. Transaction Structure - 4.

Business Plan and Investments and Disinvestment Schedule” of this Prospectus.

ENERMAS LATINOAMÉRICA as Manager is authorized to perform any type of Investments without any additional restriction to those provided in sections “III. Transaction Structure - 4. Business Plan and Investments and Divestments Schedule - 4.1 Investment Objective - 4.1.2 Investment Criteria - 4.1.3 Diversification Requirements” of this Prospectus.

Such Investments features including whether such Investments are minority investments (understood as those Investments of a minority nature in which Private Equity Investment Fund influence over their management and operation may be limited and their control may correspond to third parties) and/or majority investments (understood as those Investments of a majority nature in which the Private Equity Investment Fund as a Debt Instrument, The terms and conditions negotiated for the Fund may be determined by ENERMAS LATINOAMÉRICA as Manager in its sole discretion, following the procedures it uses in the ordinary course of its business and consistent with its past practices and the accepted practices, to its knowledge, of energy, environment and infrastructure industries; with the understanding that ENERMAS LATINOAMÉRICA as Manager will look for to obtain the best possible terms for the Fund, considering, among others, the respective market conditions.

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1.2 CO-INVESTOR INVESTMENT COMMITMENTS. ENERMAS LATINOAMÉRICA has legal capacity to perform Co-investor activities, with Fund resources it manages; with respect to each one of the Parallel Investments. Therefore, it may enter into any type of legal instrument with Third Party Co-investors, so that they may invest

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ENERMAS LATINOAMÉRICA as Manager, will be in charge, among other tasks, of identifying, analyzing, negotiating and completing Investments, supervising and managing the Investments, and identifying, negotiating and completing the Divestments and will be authorized to perform certain decisions and provide instructions in those assumptions that are not specifically provided for in Convertible Participative Private Equity Investment Agreement as Debt Instrument, as described in more detail in section “III. Transaction Structure - 3. Transaction Documents Description - 3.1 Convertible Participative Private Equity Investment Agreement as Debt Instrument - 3.1.13 The Manager - Rights and Obligations” of this Prospectus.

Manager Powers in connection with the investment and divestment decision will be subject as described in section “III. Transaction Structure - 5. Issuance and Protection General Policies of Shareholders Interests”, of this Prospectus.

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in Promoted Projects, the necessary amounts to cover their participation in Investment in question, and also be able to participate by means of Clusters, Consortiums, Joint Venture, and/or Conversion in Projects related to the following sectors: hydrocarbons; electricity; hydraulic; environment; technology transfer, knowledge and innovation; telecommunications, cybersecurity, cyberintelligence, robotics, artificial intelligence and transportation.

1.3 PARALLEL VEHICLES. ENERMAS LATINOAMÉRICA as Manager may without being obliged to do so, manage resources of various Investors, who may perform Parallel Investments, on a periodic or proportional basis with Private Equity Investment Fund by way of Co-Investment, through one or more Parallel Vehicles, which shall be controlled and managed by the Manager.

Documents governing Parallel Vehicles will contain terms and conditions substantially similar in all material respects to those which will not be Most Favorable Terms for Parallel Vehicle. In particular, the documents governing Parallel Vehicles may not include: I. A Management fee, or its equivalent, however denominated.

II. A performance distribution, or its equivalent, however denominated, whose percentages for distributions are lower for ENERMAS LATINOAMÉRICA as Manager and higher for its Investors than the percentages provided for in section “III. Transaction Structure - 1.

General Description - 1.5 Fund Structure and its Investments.- 1.5.4 Divestments and Returns Distribution based on Net Rate” of this Prospectus.

III. A preferential return greater than that offered in the stock market.

Parallel Vehicles will invest jointly with Private Equity Fund as a Debt Instrument, subject to particular circumstances of legal, tax, regulatory, scope or object of investment of Parallel Vehicle or similar to the extent possible and to the extent they receive the corresponding authorizations from their internal bodies. Investments and Divestments performed by Parallel Vehicles shall be on the same terms and conditions as Investments and Divestments performed by Private Equity Investment Fund and simultaneous to them, including economic and corporate terms that are not more favorable to such Parallel Vehicles than those of Private Equity Investment Fund as a Debt Instrument. Notwithstanding the foregoing, Private Equity Fund as a Debt Instrument and Parallel Vehicles may make Investments independently of the other Vehicles not performing the same Investment.

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1.3.1 THE MANAGER MUST ENDEAVOR TO ENSURE THAT FUND RIGHTS EXERCISE AND PARALLEL VEHICLES REGARDING TO INVESTMENTS ARE PERFORMED IN A COORDINATED MANNER. ENERMAS LATINOAMÉRICA as Manager shall determine specific participation percentages of Private Equity Investment Fund as Debt Instrument and of Parallel Vehicles with respect to each Investment, seeking, to the extent possible, the participation of both in a proportional manner based on: I. Investable Amount and the Remaining Commitments of Shareholders Series “B”.

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II.Participation Percentage as Co-investor, and III. Remaining commitments amount of investors participating in Parallel Vehicles, considering that Investment percentages proportions of Private Equity Investment Fund, Co-Investor and Parallel Vehicles may vary in each case and at the time the Investment is performed, considering among other factors, Investments in which Private Equity Investment Fund or Parallel Vehicles have declined to participate and movements in the exchange rate, since Private Equity Investment Fund will have resources available in pesos and Parallel Vehicles may have commitments denominated, and disbursements performed, in other currencies. ENERMAS LATINOAMÉRICA as Manager will disclose to the Series “B” Holders the proportions of participation of the Private Equity Investment Fund, to participate as Co-Investor and Parallel Vehicles with respect to each Investment as a relevant event, together with the corresponding respective Investment notice.

Parallel Vehicles will be responsible for their share of the Investment Expenses in respect of relevant Investment or Disinvestment in proportion to their participation in such Investment.

Simple Bonds Issuance will not be conditioned to the existence or availability of funds for Parallel Vehicle(s) to perform Investments. However, ENERMAS LATINOAMÉRICA as Manager solely and exclusively may establish Parallel Vehicles within 6 months after Initial Issuance Date, term that may be extended on one additional occasion, for a term of 3 months, by agreement of Investment Committee.

1.4 THIRD PARTY CO-INVESTORS. Jointly to simultaneous investments of Private Equity Investment Fund as a Debt Instrument, when participating in Co-investment form and, if applicable, of Parallel Vehicles, at the discretion ENERMAS LATINOAMÉRICA as Manager, additional resources may be obtained from Third Party Co-investors, who may co-invest with ENERMAS LATINOAMÉRICA as Manager and Co-investor, and if applicable, Parallel Vehicles, only on terms substantially similar or less favorable than Private Equity Investment Fund, with or without commissions payment of arising exclusively in those cases in which transaction amounts are greater than amount allowed to Invest with Private Equity Investment Fund and, if applicable, Parallel Vehicles or both together; and/or there is an additional added value contributed by Third Party CoInvestors, and/or it is otherwise suitable for performing Investments.

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ENERMAS LATINOAMÉRICA as Manager and Co-Investor shall ensure Private Equity Investment Fund as a Debt Instrument and its relationship with the Third Party Co-Investors rights exercise, regarding to Investments to be performed in a coordinated manner. Third Party Co-Investors will be responsible for their Investment Expenses related to relevant Investment or Disinvestment in proportion to their participation in such Investment. In the event that Fund is required to pay a fee or other remuneration to the Third Party Co-Investor, such payment will form part of Investment Expenses and will be subject to approvals, if any, required as described in the definition of “Investment Expenses” under section “I. General Information - 1. Glossary” of this Prospectus.

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On May 6, 2021, the Legal Representatives of ENERMAS LATINOAMÉRICA and DESARROLLO E INNOVACIÓN POR INVESTIGACIÓN TECNOLÓGICA DIXIT S.A. DE C.V., have entered into necessary legal instruments to implement a strategic alliance to jointly perform specific investments by means of Clusters, Consortiums, Joint Venture and/or Coinvestment in projects related to energy, environment and infrastructure. Considering this scheme of potential Third Party Co-investors, called “Select Opportunities Agreement”, the parties look for to capitalize their joint experience and knowledge with other Third Party Coinvestors (Strategic Partners), to participate through Industry trends discussion, regarding certain opportunities agreed by the parties, to collaborate in identifying, searching, obtaining, evaluating and making investments jointly for specific projects and in Funds managed by ENERMAS LATINOAMÉRICA. Both ENERMAS LATINOAMÉRICA and each Third Party Co-Investor, having their own funds at their disposal, may charge, in certain cases, a fee for identifying and providing certain Investment opportunities through Promoted Projects, once such investment has been performed by the other party Fund(s). Fee paid by Private Equity Investment Fund to the Third Party Co-Investors, will be considered an Investment Expense (as described in “Investment Expenses” definition in section “I. General Information - 1. Glossary” of this Prospectus) and will therefore be subject to rules set forth for such Investment Expenses.

1.5 FUND STRUCTURE AND ITS INVESTMENTS. Private Offering has originated to Private Equity Investment Fund as a Debt Instrument, raised

by ENERMAS LATINOAMÉRICA, by means of the OTC Trading Systems in Mexico; with Simple Bonds Series “B” Issuance.

Fund will invest in Promoted Projects mainly in energy, environment and infrastructure sectors and/or through Additional Businesses; if necessary, Fund may be used to participate as Coinvestor and, if any, Parallel Vehicles; such as participating in Clusters, Consortiums, Joint Venture and/or Co-investments with Third Party Co-investors. Fund Investments will be managed by ENERMAS LATINOAMÉRICA, in accordance with the provisions of the Convertible Participative Private Equity Investment Agreement as Debt Instrument. ENERMAS LATINOAMÉRICA, as Manager will be entitled to receive Series “B” Management Fee in accordance with the provisions of Convertible Participative Private Equity Investment Agreement as Debt Instrument.

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The following is a schematic explanation of transaction structure:

1.5.1 ISSUANCE RESOURCES APPLICATION. Once Simple Bonds Series “B” Issuance is concluded, in accordance with Initial Issuance, resources obtained with which Private Capital Investment Fund was created as a Debt Instrument; for which reason Investors as Shareholders Series “B” will perform their deposits in the Bank Account: 261-98278-001-1 Standardized Bank Code 058905000012362579 Swift/ BIC Code RGIOMXMT for deposits in Foreign Currency; before the Banking Institution BANCO REGIONAL, S. A., INSTITUCION DE BANCA MULTIPLE, BANREGIO GRUPO FINANCIERO, which will be Fund General Account. ENERMAS LATINOAMÉRICA will transfer from General Account to Funded Capital Account, with the understanding that total Initial Expenses Issuance amount has been transferred to Funded Capital Account pursuant to a Funding Request, and paid with Funds from such Funded Capital Account, as described in section “II. Private Offering - 2. Funds Destination” of this Prospectus.

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ENERMAS LATINOAMÉRICA will segregate amounts set forth in section “II. Private Offering 2. Destination of the Funds” of this Prospectus for Reserve for Independent Advisory Expenses creation. Amounts constituting the Independent Advisor Expense Reserve may be used to pay fees, expenses or costs of any advisor retained to assist Investment Committee and/or Shareholders Meeting. Once Independent Advisor Expense Reserve has been exhausted, it may not be reconstituted and Fund remaining amounts may not be used for the purposes set forth herein.

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Once Issuance Initial Expenses have been paid and Reserve for Independent Advisor Expenses has been constituted, Initial Issuance net resources will be kept on deposit in the Private Equity Investment Fund General Account, until they are subject to any Funding Request for an Investment performance or Fund Expenses payment. Amounts held in the Private Equity Investment Fund General Account will constitute Investable Amount and will be invested by Fund in Permitted Securities, until such time as ENERMAS LATINOAMÉRICA as Manager uses them to perform Funding Requests.

Once ENERMAS LATINOAMÉRICA as Manager has identified an investment opportunity, it will proceed to perform such investment opportunity analysis in accordance with the Investment Procedures detailed in section “III. Transaction Structure - 4. Business Plan and Investments and Divestments Schedule - 4.6 Investment Process” of this Prospectus.

1.5.2 RESERVES ESTABLISHMENT. Prior to Investment Term conclusion, ENERMAS LATINOAMÉRICA as Manager shall constitute, reconstitute, maintain and apply Expenses Reserve in a unique and exclusive manner, in accordance with the following terms: Manager will determine amount to be segregated to integrate Expenses Reserve based on funds General Account amount, at that time, amounts it foresees will be allocated to performed Committed Investments and Subsequent Investments, Remaining Series “B” Shareholders Commitments, amounts it expects to receive from Fund for Divestments and as a result of dividends, interest or other distributions on Investments held by the Fund and Fund’s total Expenses amount, other than Investment Expenses during Fund’s life term. The Fund total Expenses calculation will be determined based on estimates and quotations obtained with respect to each of necessary items, expected increases with respect to such items, and considering recurrent payment periods and dates of each item in order to maintain the necessary Funds.

Once Investment Term has concluded, Manager will have all or part of the resources derived from a Divestment or those resulting from dividends, interest or other Investments distributions held by the Fund, transferred to General Account to form part of Expenses Reserve.

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Amounts held segregated in Expense Reserve may be subject to a Funding Request and transferred to Funded Capital Account to pay Fund’s Expenses, other than Investment Expenses in accordance with the Manager’s instructions.

In addition and prior to Investment Term end, ENERMAS LATINOAMÉRICA as Manager will establish Committed Investment Reserve and Subsequent Investment Reserve. Committed Investments Reserve and Subsequent Investments Reserve will be established in order to be able to complete Committed Investments or perform Subsequent Investments, as the case may be, after Investment Term end. These reserves are described in more detail in section “III. Transaction Structure - 4. Business Plan and Investments and Divestments Schedule - 4.3

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Investments and Divestments Schedule” of this Prospectus.

Below is a Flow Chart showing Funds flow and its use to pay and/or reserve, various expenses and to perform Investments described above.

Series “B” Flowchart.

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1.5.3 FUND’S ACCOUNTS PRODUCTS DISTRIBUTION. At Simple Bonds Series “B” term end, which is 365 days equivalent to 1 calendar year or at any time so determined by ENERMAS LATINOAMÉRICA as Manager, transferring to Simple Bonds Series “B” Shareholders, by electronic transfer to Standardized Bank Code, provided in Preamble of the Convertible Participative Private Equity Investment Agreement, the total of Products of Private Equity Investment Fund Accounts, which is where the Return is guaranteed, as described in section “II. Private Offering - 1. Offering Features - 1.6 Bonds Validity - 1.16 Settlement of the Private Equity Investment Fund as a Debt Instrument - 1.24 Distribution Liquidation Date.- 1.25 Date of Repurchase of the Notes to the Holders - 1.16 Private Equity Investment Fund Liquidation as a Private Debt Instrument.” of this Prospectus.

Amounts corresponding to Products from the Capital Investment Fund Accounts, which are delivered to Shareholders Series “B”, as described above, will not be considered Distributions for calculations purposes described in section “III. Transaction Structure - 1. General Description - 1.5 Fund and its Investments Structure - 1.5.4 Divestments and Returns Distribution based on Net Rate” of this Prospectus.

1.5.4 DIVESTMENTS AND RETURNS DISTRIBUTION BASED ON NET RATE. As Investments result, the Private Equity Investment Fund as a Debt Instrument may receive dividends and other distributions as activities result of each Promoted Project is dedicated from time it starts operations, including corresponding amortizations and once Investments have matured, disinvest them, thus guaranteeing that Returns will be generated based on the Net Rate to be delivered to Shareholders Series “B” in Distributions form, decreasing possible risks in Investments performed.

Disinvestment will mainly consist of Fund’s participations in Promoted Projects transfer or amortization. Mechanisms to implement the Divestments may vary. Divestment scheme to be implemented consists of ENERMAS LATINOAMÉRICA at that moment of the Fund’s contribution, in the participations performed in Promoted Projects guaranteeing to Shareholders the Returns based on the Net Rate and Simple Bonds Series “B” Buyback, according to Convertible Participative Private Equity Investment Agreement as Debt Instrument terms.

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Term to perform Divestment will depend on several factors, including Macroeconomic factors, as well as factors related to specific sector in which Investment in Promoted Project has been performed. ENERMAS LATINOAMÉRICA as Manager may perform Divestments at any time during Simple Bonds Series “B” life time. However, Manager considers that such Divestment may be performed within a term so determined, as from the date on which respective Investment was performed. Price or return derived from Disinvestment in question will be fixed directly by ENERMAS LATINOAMÉRICA as Manager.

1.5.5 BRIDGE INVESTMENTS. Income received by Private Equity Investment Fund as a Debt Instrument, for Divestments

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derived from Bridge Investments will not be transferred to Distributions Account, nor will they be distributed to Shareholders Series “B”; such income will be transferred to Fund’s General Account and may be used to perform new Investments and pay Fund Expenses, in addition.

A Bridge Investment could be performed when ENERMAS LATINOAMÉRICA as Manager performs an Investment in a project that is contemplated to be financed through Fund’s Capital, where Investment could be performed with respect to a proportional part of the Capital and a Bridge Investment. ENERMAS LATINOAMÉRICA repays the Fund for Bridge Investment, and corresponding amounts would return to the General Account within the termination date of the Bridge Investment; and could be used again to perform Investments. With the understanding that amounts are not received within Bridge Investment termination date, investment would cease to be considered as a Bridge Investment and would be considered as an Investment and amounts received in respect of such Investment could not be reinvested, but would be deposited in Distributions Account.

1.6 CORPORATE GOVERNANCE. Private Equity Investment Fund, as a Debt Instrument, will have two internal bodies: Investment Committee and Series “B” Shareholders’ Meeting.

1.6.1 INVESTMENT COMMITTEE. Manager will have an internal committee, referred to in this Prospectus as the Investment Committee, which is Manager’s decision-making body with respect to Investments and Divestments. Investment Committee composition and functioning is described in section “III. Transaction Structure - 5. Issuance and Protection General Policies of Shareholders Interests - 5.2 Protection Mechanisms for Shareholders Interests / Corporate Governance 5.2.2 Investment Committee” of this Prospectus.

Specifically and with respect to Investments performed by Fund, Investment Committee will have the power to approve transactions that ENERMAS LATINOAMÉRICA intends to perform as Manager, including Investments and Divestments, representing 5% or more, but less than 20%, of the Total Amount of Initial Issuance.

Investment Committee members appointed by Manager, except for Independent Members, shall be honorary members and shall not be entitled to any remuneration for such position.

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1.6.2 SHAREHOLDERS’ MEETING SERIES “B”.

Shareholders may participate in Series “B” Shareholders’ Meeting in accordance with the rules set forth in section “III. Transaction Structure - 5. Issuance and Protection General Policies of Shareholders Interests - 5.2 Protection Mechanisms for Shareholders Interests / Corporate Governance - 5.2.3 Shareholders’ Meeting” of this Prospectus, which will have the powers indicated and will meet in accordance with the rules set forth in such section of the Prospectus.

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1.6.3 MANAGER. Except for those powers that correspond to Series “B” Shareholders’ Meeting or to Investment Committee; ENERMAS LATINOAMÉRICA as Manager may resolve and approve transactions, of any nature, that will be performed with the Private Equity Investment Fund. Manager functions and responsibilities are described in section “III. Transaction Structure - 3. Transaction Documents Description - 3.1 Convertible Participative Private Equity Investment Agreement “ and Exhibit IV of this Prospectus.

1.6.4 EXTERNAL AUDITOR. ENERMAS LATINOAMÉRICA as Manager will hire External Auditor services, as indicated in the Convertible Participative Private Equity Investment Agreement as Debt Instrument and Article Eighty-sixth of the Company’s Bylaws. External Auditor must have necessary experience and resources to perform corresponding activities.

In accordance to Convertible Participative Private Equity Investment Agreement as Debt Instrument terms, External Auditor will audit the Fund monthly financial statements. In addition, External Auditor will be entrusted with Quarterly reviews performance, under Convertible Participative Private Equity Investment Agreement as Debt Instrument terms, of the application of the resources comprising the Fund, expenses incurred by the Fund, and reports prepared by Manager. A functions summary for External Auditor is included in section “III. Transaction Structure - 3. Transaction Documents Description - 3.1 Convertible Participative Private Equity Investment Agreement as Debt Instrument - 3.1.16 External Auditor” of this Prospectus.

External Auditor fees are considered Issuance Recurring Expenses according to Convertible Participative Private Equity Investment Agreement as Debt Instrument terms.

1.6.5 AGREEMENTS ABSENCE. Neither the Series “B” Shareholders nor Manager is aware of the existence of any agreements or covenants of neither Shareholders nor Investment Committee members, in connection with any Investment committed with Private Equity Investment Fund as a Debt Instrument Capital.

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2. PRIVATE EQUITY INVESTMENT FUND AS A PRIVATE DEBT INSTRUMENT. 2.1 FUND’S ASSETS DESCRIPTION AND INVESTMENT FEATURES. Private Equity Investment Fund as a Private Debt Instrument will be comprised, from time to time, of: I. Shareholder Initial Contribution.

II. Resources derived from Series “B” Simple Bonds Initial Issuance.

III. Investments performed directly or indirectly with Fund.

IV. Amounts held in Fund’s Accounts.

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V. Permitted Securities Investments and Fund Accounts Products.

VI. Resources received from Investments, including those derived from Divestments; and VII. Any other amounts, assets or rights of which, currently or in the future, in accordance with the Convertible Participative Private Equity Investment Agreement.

It is anticipated that Investments will be the most important asset comprising Private Equity Investment Fund as a Debt Instrument as Funding Requests are performed; as mentioned in section “III. Transaction Structure - 1. General Description” of this Prospectus, Investments may consist of Equity Investments, Equity Instruments. Features and requirements that such Investments must comply with in order to be part of the Fund are set forth in Convertible Participative Private Equity Investment Agreement as Debt Instrument and are described in sections “III. Transaction Structure - 4. Business Plan and Investments and Divestments Schedule - 4.1 Investment Objective - 4.1.2 Investment Criteria” - 4.1.3 Diversification Requirements” of this Prospectus.

ENERMAS LATINOAMÉRICA as Manager, its Key Officers and Associates will negotiate instruments terms through which Divestments are performed and will seek that such terms reflect market practices. In particular, they will seek to limit Private Equity Fund liability the extent possible. Although Convertible Participative Private Equity Investment Agreement as Debt Instrument establishes basic features for such instruments, such as determining Divestment object, monetary or other benefit for Fund, applicable legal regime and a dispute resolution system, such terms will vary from time to time and there can be no assurance that they will adhere to certain guidelines.

For economic and corporate rights exercise derived from Investments in Promoted Projects, in accordance with the provisions of the Convertible Participative Private Equity Investment Agreement. ENERMAS LATINOAMÉRICA as Manager will have the broadest powers related to Private Equity Investment Fund as a Debt Instrument management and such rights exercise, as described in section “III. Transaction Structure - 3. Transaction Documents Description - 3.1 Convertible Participative Private Equity Investment Agreement “.

3. TRANSACTION DOCUMENT DESCRIPTION.

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3.1 CONVERTIBLE PARTICIPATIVE PRIVATE EQUITY INVESTMENT AGREEMENT AS DEBT INSTRUMENT. The following is a general description of main terms and conditions of Convertible Participative Private Equity Investment Agreement as Debt Instrument. Such description is not intended to be exhaustive and its main purpose is to highlight aspects that may be of interest to potential Prospective Investors of Simple Bonds Series “B”. A complete copy of the “Convertible Participative Private Equity Investment Agreement as Debt Instrument” is attached to this Prospectus as EXHIBIT 4 and should be read by the Prospective Investors before making an Investment decision with respect to Simple Bonds Series “B”. Shareholders by the fact of investing in the Private Equity Investment Fund as a Debt Instrument accept that they know

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and adhere to the terms of the Convertible Participative Private Equity Investment Agreement as Debt Instrument.

3.1.1 THE PARTIES. SHAREHOLDER SERIES “B” Shareholder Series “B”, who enters into Convertible Participative Private Equity Investment Agreement as Debt Instrument with ENERMAS LATINOAMÉRICA, in its capacity as Issuer and Manager in compliance with the purposes and objectives of the Private Equity Investment Fund, as a Debt Instrument.

ISSUER & MANAGER. ENERMAS LATINOAMÉRICA acts as Issuer and Manager of the Private Equity Investment Fund as Debt Instrument. For a more detailed description of ENERMAS LATINOAMÉRICA, see section “V. The Manager” of this Prospectus.

3.1.2 FUND PURPOSES. Private Equity Investment Fund as a Debt Instrument main purpose is to establish contractual rules for ENERMAS LATINOAMÉRICA: I. To perform the role of Simple Bonds Series “B” Issuer, through their placement and disseminate them by means of Private Offering by means of the OTC Trading Systems in Mexico, in accordance with the provisions of articles: 1 section III, IV and VII; 2, section XXIV; 8, sections II and IV, 10 Section I and last paragraph; 13 section III, subsection a); 18; and, 232, section III, of the Securities Market Law in force in Mexico.

II. To receive amounts derived from Simple Bonds Series “B” and apply such amounts to perform Investments and pay those Expenses and other concepts in accordance with Convertible Participative Private Equity Investment Agreement as Debt Instrument terms.

III. To act as Manager and have control over Investments, including Divestments performance, and IV. If applicable, perform Distributions to Series “B” Shareholders in the First Place, and Manager Distributions performance in the Second Place, as well as any other payment foreseen in Convertible Participative Private Equity Investment Agreement as Debt Instrument and other Transaction Documents.

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Simple Bonds Series “B” and, to the extent applicable, the other Transaction Documents will specify in a clear and transparent manner that ENERMAS LATINOAMÉRICA as Simple Bonds Series “B” Issuer and Private Equity Investment Fund as Debt Instrument Manager, will be solely and exclusively liable for obligations arising from Simple Bonds Series “B” and other Transaction Documents to the extent of Fund.

Fund will not be obliged to use its own resources for such purposes.

Based on Private Equity Investment Fund as a Debt Instrument purposes, ENERMAS LATINOAMÉRICA will have all the necessary or convenient powers to comply with its obligations

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as set forth in Convertible Participative Private Equity Investment Agreement as Debt Instrument and any other Transaction Document. In particular, ENERMAS LATINOAMÉRICA shall be empowered to do the following: I. Enter into and subscribe Simple Bonds Series “B”; under Convertible Participative Private Equity Investment Agreement as Debt Instrument terms and comply with its obligations in accordance therewith.

II. In Initial Issuance under Convertible Participative Private Equity Investment Agreement as Debt Instrument and to perform necessary acts for such purposes.

III. To open Fund’s Accounts, as established in Convertible Participative Private Equity Investment Agreement as Debt Instrument in order to manage the resources that form part of the Fund.

IV. To apply resources derived from Initial Issuance, as well as to perform Expenses payments foreseen in Convertible Participative Private Equity Investment Agreement as Debt Instrument.

V. Subject to Investment approval process described in section “III. Transaction Structure - 3. Transaction Documents Description - 3.1 Convertible Participative Private Equity Investments as Debt Instrument - 3.1.10 Investment Approval Process” of this Prospectus.

VI. To subscribe and pay proportional part according to the stages contemplated in the Promoted Projects, in order to perform Investments with the Fund’s Capital.

VII. Exercise, under Convertible Participative Private Equity Investment Agreement as Debt Instrument terms, any rights corresponding to it with respect to Fund’s Investments.

VIII. To comply with management functions, in accordance with the provisions of Convertible Participative Private Equity Investment Agreement as Debt Instrument.

IX. Subject to the Investment approval process described in section “III. Transaction Structure - 3. Transaction Documents Description - 3.1 Convertible Participative Private Equity Investment Agreement as Debt Instrument - 3.1.11 Divestiture Approval Process” of this Prospectus, to perform, directly or indirectly, Disinvestments and receive resources derived from such Disinvestments.

X. Apply resources derived from Divestments as described in Convertible Participative Private Equity Investment Agreement as Debt Instrument, including performing Shareholders Series “B” Distributions in the First Place and Manager Performance Distributions in the Second Place.

XI. To make: Investments, Distributions or in any other manner permitted or indicated in Convertible Participative Private Equity Investment Agreement as Debt Instrument or in other Transaction Documents; to invest Private Equity Investment Fund liquid resources in Permitted Securities.

XII. Hire at Fund expense, provided it has sufficient resources, and/or dismiss, if applicable, External Auditor and any other advisors, consultants, accountants, experts and agents that may be required under Convertible Participative Private Equity Investment Agreement as Debt Instrument terms and other Transaction Documents.

XIII. As Private Equity Investment Fund Manager has the legal capacity to enter into and subscribe all those agreements, contracts, instruments or documents that may be necessary or convenient in order to comply with the aforementioned purposes of Private Equity Investment Fund, including, but not limited to:

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a) Simple Bonds Series “B”, Convertible Participative Private Equity Investment Agreement as Debt Instrument, contracts for opening accounts with banking institutions. b) Documents necessary to participate in Promoted Projects and all those related to Divestments. c) All other agreements, contracts, instruments or documents that are specifically contemplated in Convertible Participative Private Equity Investment Agreement as Debt Instrument.

XIV. Those legal instruments or documents whose execution or subscription, when they are not expressly contemplated in Convertible Participative Private Equity Investment Agreement as Debt Instrument. Entering into co-investment, preparatory or other types of agreements with Third Party Co-investors.

XV. As Fund Manager is the Legal Representative and may grant the general or special powers of attorney required to achieve Fund purposes.

XVI. It will be responsible for distributing to Shareholders Series “B”, in Convertible Participative Private Equity Investment Agreement as Debt Instrument terms.

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3.1.3 FUND OBJECT. Convertible Participative Private Equity Investment Agreement as Debt Instrument main object is management services supply by ENERMAS LATINOAMÉRICA, acting as Issuer and Manager in order to assist Shareholders Series “B” in Private Equity Investment Fund as Debt Instruments purposes fulfillment, in Convertible Participative Private Equity Investment Agreement as Debt Instrument terms, ENERMAS LATINOAMÉRICA as Issuer and Manager undertakes the following services supply: I. Advise, provide opinions, investigate, analyze, structure, negotiate and, if applicable, execute on behalf of the Fund, all those contracts or agreements necessary or convenient to execute, potential Investments through Promoted Projects, which guarantee Returns based on the Net Rate in the period agreed with each Shareholder Series “B” in Convertible Participative Private Equity Investment Agreement as Debt Instrument terms.

II. Advise, provide opinions, investigate, analyze, structure, negotiate and, if applicable, execute potential Divestments.

III. Perform all the acts and procedures for negotiating purpose and entering into any agreements, contracts or instruments that Manager determines to be necessary or convenient to implement an Investment or a Divestment.

IV. Investment portfolio management, total or partial Divestments performance, any type of Distributions or payments performance, resources application held in Fund’s Accounts, including instructions to perform Investments in Permitted Securities, and corresponding rights exercise to them regarding to Investments, as well as management services in connection with Investments and with directors or managers appointment in Promoted Projects to be performed directly or indirectly through Clusters, Consortiums, Joint Venture and/or Co-investment.

V. Prepare and deliver to Shareholders Series “B”, as applicable, Distributions Report, Resources Application Report and any other report that it is required to prepare and deliver in terms; as well as the other Transaction Documents, including accounting and

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tax information that must be prepared so that each of Shareholder Series “B” is able to file its Annual Return with respect to proportional payments part related to Income Tax (ISR) related to the Income Tax Law, the Income Tax Law Regulations and the current Miscellaneous Tax Resolution rules that may be applicable (or the articles that may replace them in the future).

VI. Supervise activities developed in Promoted Projects regarding to management or advisory services coordination, such as those necessary to perform operations related to Private Equity Investment Fund through Investments and/or Divestments.

VII. Have legal capacity to exercise the powers contained in Convertible Participative Private Equity Investment Agreement as Debt Instrument.

VIII. Additionally, Manager shall have all the necessary powers to manage Investments performed by Private Equity Investment Fund.

IX. Provide services and to perform other acts that the parties agree upon in Convertible Participative Private Equity Investment Agreement as Debt Instrument terms; and X. In general, to perform any of the other advisory activities, or activities related to Private Equity Investment Fund Management and/or in connection with its obligations set forth in the other Transaction Documents.

Subject to Convertible Participative Private Equity Investment Agreement as Debt Instrument terms, Shareholders Series “B” authorize ENERMAS LATINOAMÉRICA as Issuer and Manager, granting a commercial commission, to perform each and every one Private Equity Investment Fund purposes, except for those matters that according to Convertible Participative Private Equity Investment Agreement as Debt Instrument terms are reserved to other Persons.

ENERMAS LATINOAMÉRICA as Issuer and Manager will have the right to be reimbursed

by Shareholders Series “B” for those expenses it has performed from the moment in which Investment Expenses are constituted. For doubt avoidance, Manager must be reimbursed those Investment Expenses incurred by the Manager prior to Initial Issuance Date, performed in Private Offering that was promoted in the OTC Trading Systems in Mexico, as well as the others that correspond to Investments approved by the Investment Committee.

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3.1.4 FUND INTEGRATION. Private Equity Investment Fund as a Debt Instrument will be integrated by: I. Initial Contribution, for resources derived from Simple Bonds Series “B” Initial Issuance.

II. Shareholders Series “B” Remaining Commitments.

III. Investments performed directly or indirectly with the Fund.

IV. Amounts held in Fund’s Accounts in the name of ENERMAS LATINOAMÉRICA as Issuer and Manager.

V. Investments in Permitted Securities and the Proceeds of the Accounts of the Fund.

VI. Resources received from Investments, including those derived from Divestments.

VII. Any of the other amounts, assets or rights of those who, currently or in the future, have a relationship with the Fund under Convertible Participative Private Equity Investment Agreement as Debt Instrument terms.

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3.1.5 FUND ACCOUNTS. ENERMAS LATINOAMÉRICA as Issuer and Manager will open and maintain the following accounts: I. General Account.

II. Funded Capital Account.

III. Shareholders Series “B” Distributions Account in First Place.

IV. Manager Performance Distributions Account in Second Place.

In addition to accounts described above, ENERMAS LATINOAMÉRICA has the power and legal capacity to open such accounts and sub-accounts before banking institutions in any jurisdiction as may be necessary to adequately manage resources comprising Private Equity Investment Fund as Debt Instruments; as established in the Corporate Purpose (See Exhibit 2) set forth in Article Two, Point 3, paragraph e) of Company’s Bylaws.

Fund Accounts are established in accordance with the Applicable Legislation terms in any jurisdiction, they may be denominated in Pesos, in Foreign Currency. ENERMAS LATINOAMÉRICA will take necessary measures within its reach so that funds kept in them earn interest at market rates. Fund Accounts shall be initially established in Pesos, as local currency; with the understanding that such accounts may be relocated and established in any other jurisdiction with any financial institution as established in Article Two, Point 3, paragraph e) of Company’s Bylaws. Fund’s Accounts must be established, and be open and operating, no later than Simple Bonds Series “B” Initial Issuance Date.

3.1.6 RESERVES GENERAL ACCOUNT. ENERMAS LATINOAMÉRICA as Issuer and Manager will receive in General Account, products derived from Simple Bonds Series “B” Issuance, net of Initial Issuance Expenses that are deducted by the amounts resulting from Bridge Investments, including Disinvestment thereof, and refunds received, if any, of Value Added Tax (VAT) payments, as applicable, as well as any other amount to be received in General Account according to Convertible Participative Private Equity Investment Agreement as Debt Instrument and the Transaction Documents.

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ENERMAS LATINOAMÉRICA shall on or after Initial Issuance Date, transfer from General Account to Funded Capital Account, an amount equal to Initial Issuance Expenses and pay or reimburse Initial Issuance Expenses from Funded Capital Account; with the understanding that Initial Issuance Expenses total amount shall be considered a Funding Request and shall be deemed to have been transferred to, and paid from Funded Capital Account.

Amounts on deposit in General Account will be held in such account until such amounts are to be transferred to Funded Capital Account in accordance to a Funding Request for use in respect of an Investment or for Expenses payment in connection with Private Equity Investment Fund; or used to constitute or reconstitute (if any) any of Independent Advisor Expense

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Reserve, Expense Reserve, Committed Investment Reserve or Subsequent Investment Reserve described in the following paragraphs. In addition, Manager must transfer from General Account to Funded Capital Account the amounts that correspond according to a Funding Request, in order to pay Private Equity Investment Fund as a Debt Instrument Expenses that are not Investment Expenses.

At the Investment Term end, Investable Amount balance that has not been subject of a Funding Request and transferred to Funded Capital Account; and/or allocated to Reserve for Independent Advisory Expenses, the Reserve for Expenses, the Reserve for Committed Investments in Convertible Participative Private Equity Investment Agreement as Debt Instrument terms.

Independent Advisor Expense Reserve shall be a sub-account maintained in General Account and shall be constituted, maintained and applied as described in section “III. Transaction Structure - 1. General Description - 1.5 Fund Structure and its Investments - 1.5.1 Issuance Resources Application” of this Prospectus. For doubt avoidance, amounts use (or a portion thereof) held in Independent Advisor Expenses Reserve will not be considered as a Funding Request, nor will they be taken into account as Distributions for calculations purposes described in section “III. Transaction Structure - 1. General Description - 1.5 Fund Structure and its Investments - 1.5.4 Divestments and Returns Distribution based on Net Rate” of this Prospectus Prior to Investment Term end, ENERMAS LATINOAMÉRICA as Manager shall constitute Expense Reserve, which shall be constituted, maintained and applied as described in section “III. Transaction Structure - 1. General Description - 1.5 Fund Structure and its Investments - 1.5.2 Reserves Establishment” of this Prospectus. Amounts held segregated in Expense Reserve may be subject to a Funding Request and transferred to Funded Capital Account to pay Private Equity Investment Fund as a Debt Instrument Expenses.

Also, at Investment Term end, ENERMAS LATINOAMÉRICA as Manager may constitute Committed Investments Reserve and Subsequent Investments Reserve as Fund General Account sub-accounts. Such Reserves shall be established, maintained and applied as described in section “III. Transaction Structure - 4. Business Plan and Investments and Divestments Schedule - 4.3 Investments and Divestments Schedule “ of this Prospectus.

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Amounts held in Fund’s General Account (including Independent Advisor Expense Reserve, Expense Reserve, Committed Investment Reserve and Subsequent Investment Reserve) shall be distributed to Shareholders when Private Equity Investment Fund is liquidated or upon the Final Maturity Date occurrence; with the understanding that ENERMAS LATINOAMÉRICA as Manager may use such amounts for Fund Expenses payment and any other Expenses

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Amounts that remain segregated in Committed Investments Reserve may be subject to a Funding Request and transferred to Funded Capital account to complete Committed Investments during the 2 months following Initial Investment Term end.

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incurred in connection with Private Equity Investment Fund Liquidation, prior to performing any distribution thereof. Amounts distributed to the Holders of the Series “B” Senior Notes for this purpose will be considered Distributions for calculations purposes set forth in this section.

3.1.7 FUNDED CAPITAL ACCOUNT. ENERMAS LATINOAMÉRICA, in its capacity as Private Equity Investment Fund as a Debt Instrument Issuer and Manager will transfer through Funded Capital Account, the amounts contemplated for Investments and Expenses in accordance to a Funding Request (including, without limitation, Initial Issuance Expenses amount to be paid or reimbursed to Manager).

ENERMAS LATINOAMÉRICA shall have full power to decide in respect of amounts held in such Capital Account to perform Investments (provided they have been the subject of an Investment Approval) and to pay Fund Expenses.

Funded Capital Account amounts must be distributed to Shareholders Series “B” by transferring them to Distributions Account Series “B” when Fund is liquidated or upon Final Maturity Date occurrence; provided that ENERMAS LATINOAMÉRICA may use such amounts for the Fund Expenses payment and any other expenses incurred in connection with Fund Liquidation, prior to performing any Distribution thereof. Amounts distributed to Shareholders Series “B” for this purpose will be considered Distributions for calculations purposes set forth in this section.

3.1.8 SERIES “B” ACCOUNT DISTRIBUTIONS. Once a Divestment has been performed and any other flow derived from Investments corresponding to the portion of Investments performed with resources of Simple Bonds Series “B” Issuance has been received, the Net Revenue (after taxes) will be transferred to Fund’s Distributions Account. ENERMAS LATINOAMÉRICA as Manager will apply the resources received in Distributions Account and will perform Distributions as described in section “III. Transaction Structure - 1. General Description - 1.5 Fund Structure and its Investments - 1.5.4 Divestments and Returns Distribution based on Net Rate” of this Prospectus.

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3.1.9 INVESTMENTS IN PERMITTED SECURITIES. ENERMAS LATINOAMÉRICA, in its capacity as Private Equity Investment Fund as a Debt Instrument Manager will invest and reinvest resources deposited in any of Accounts related to Fund, only with respect to Permitted Securities, as long as such resources must be applied in accordance with Convertible Participative Private Equity Investment Agreement as Debt Instrument terms.

3.1.10 INVESTMENT APPROVAL PROCESS. According to Convertible Participative Private Equity Investment Agreement as Debt Instrument terms, ENERMAS LATINOAMÉRICA as Manager shall investigate, analyze and structure potential Investments. ENERMAS LATINOAMÉRICA shall be in charge of evaluating

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potential Investments feasibility and advisability in accordance with procedures it uses in the ordinary course of its business, consistent with its past practices and Private Equity industries best practices, in energy, environment and infrastructure sectors.

Once ENERMAS LATINOAMÉRICA has concluded its investigation, analysis and structuring potential Investments process, it will submit potential Investment performance to Investment Committee and/or Series “B” Shareholders Meeting for its approval, as the case may be. For such purposes, ENERMAS LATINOAMÉRICA will submit to its Investment Committee and/or Series “B” Shareholders Meeting, as the case may be, necessary information, including without limitation, corresponding potential Investment capital structure, the type of project for purposes of establishing Preferred Return applicable to such Investment and, if applicable, third parties reports that may have been prepared in this respect, as well as the Investment Memorandum, referred to in section “III. Transaction Structure - 4. Business Plan and Investment Schedule - 4.6 Investment Process” of this Prospectus; so that such bodies are in a position to perform informed decisions regarding potential Investments. Such information must be sent at least 5 Business Days prior to the corresponding meeting.

Once an Investment is approved, ENERMAS LATINOAMÉRICA as Manager will subscribe all those agreements, contracts or instruments that are necessary or convenient to implement an Investment and will perform any necessary or convenient acts so that the Investments can be performed. ENERMAS LATINOAMÉRICA shall negotiate and determine the terms and conditions of the instruments as described above. In negotiating the terms of such instruments, ENERMAS LATINOAMÉRICA will ensure that they contain the necessary provisions to determine the purpose of the Investment, the monetary commitment to be borne by the Fund and ENERMAS LATINOAMÉRICA may act as Co-Investor (if any, of Parallel Vehicles) with Third Party Co-Investors; the economic and, if applicable, corporate rights, of supervision or access to information of Fund; where ENERMAS LATINOAMÉRICA as Co-investor (if applicable, of the Parallel Vehicles) with the Third Party Co-investors, in accordance with the legal and contractual regime applicable to the Investment and a dispute resolution system; with the understanding that such provisions may be omitted only in the event that the Applicable Legislation or in the event that ENERMAS LATINOAMÉRICA as Manager considers it advisable, in accordance with Investment features in question and the market conditions applicable at that time.

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Once ENERMAS LATINOAMÉRICA as Manager has concluded its investigation, analysis and structuring process of potential Divestments, it will submit potential Divestment performance for Investment Committee approval and, if necessary according to the following paragraph,

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3.1.11 DIVESTMENTS APPROVAL PROCESS. ENERMAS LATINOAMÉRICA as Manager shall investigate, analyze and structure potential Divestment transactions with respect to Investments. ENERMAS LATINOAMÉRICA shall be in charge of evaluating potential Divestments feasibility and advisability in accordance to procedures it uses in ordinary course of its business and consistent with its past practices and Private Equity industries best practices in energy, environment and infrastructure sector.

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and/or Series “B” Shareholders Meeting, as the case may be; for which it must provide the necessary information so that such body can make an informed decision on the matter.

In the case of Investments that are subject to Divestment as a result of respective financing amortization; and/or Divestments that consist of ordinary income receipt derived from Investments, Investment Committee and/or Series “B” Shareholders Meeting approval will not be required for such Divestments to be performed, since they will occur naturally. In the case of Divestments agreed and derived from the exercise of a right that has been previously agreed and whose main terms (including price, if applicable) are contained in the corresponding Investment Instruments and have been agreed, the respective Investment, in this particular case, will NOT require Series “B” Shareholders Meeting approval for such Divestments to be performed; in this case, Investment Committee will resolve on Divestments performance will complete them.

Subject to the provisions of the third paragraph of this section “3.1. Divestment Approval Process”, Divestments features, terms and conditions negotiated for the Private Equity Investment Fund as a Debt Instrument, may be determined by ENERMAS LATINOAMÉRICA as Manager in its sole discretion, following the procedures it uses in the ordinary course of its business and consistent with its past practices and the accepted practices, to its knowledge, of the Private Equity industries, in energy, environment and infrastructure sectors; with the understanding that ENERMAS LATINOAMÉRICA as Manager will seek to obtain the best possible terms for the Fund, considering, among others, the respective market conditions.

Once a Divestment has been approved, ENERMAS LATINOAMÉRICA as Manager will subscribe all those agreements, contracts or instruments that are necessary or convenient to implement such Divestment and will perform any necessary or convenient acts in this respect. ENERMAS LATINOAMÉRICA will negotiate and determine the terms and conditions of such Instruments as provided in the preceding paragraph. In negotiating the terms of such Instruments, ENERMAS LATINOAMÉRICA shall ensure that they contain the necessary provisions to determine the purpose of the Divestment, the monetary or other benefit for the Private Equity Investment Fund as a Debt Instrument and as a Co-Investor, the applicable legal regime and a dispute resolution system; with the understanding that such provisions may be omitted only in the event that the Applicable Legislation supersedes them, or in the event that ENERMAS LATINOAMÉRICA as Manager deems it advisable, considering Disinvestment features in question and the market conditions applicable at that time.

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3.1.12 TRANSPARENCY AND ACCOUNTABILITY OBLIGATIONS. ENERMAS LATINOAMÉRICA as Manager may hire with charge to the Fund, accounting advisors to comply with its obligations, to submit monthly and quarterly financial statements related to the Fund and, the other financial statements and information required according to the Applicable Legislation for such purposes.

ENERMAS LATINOAMÉRICA, according to its Transparency, Integrity and Confidentiality

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Policies, is committed with each Investor, as Strategic Partners, with the clients, Officers and Associates; consolidating a great Human Asset, which is important to the Company and with the other economic agents. Therefore, we seek to act jointly, always for the benefit of the community as a whole, maintaining principles of legality, good faith, impartiality, avoiding conflicts of interest. ENERMAS LATINOAMÉRICA guarantees the Applicable Legislation fulfillment, fully respecting the Universal Human Rights and maintaining the highest standards of integrity, ethics, social responsibility and respect towards the environment.

ENERMAS LATINOAMÉRICA recognizes that activities associated to Business Lines not only have implications in social responsibility and solidarity field, but also for impact of investments managed by ENERMAS LATINOAMÉRICA; we implement it under a Code of Conduct and Ethics that regulates our Human Assets work, taking into account the implications of complying with their responsibilities, before Persons (Natural Persons and Legal Entities) in any jurisdiction with which they are related, before the society as a whole, being environmentally friendly.

3.1.13 THE MANAGER - RIGHTS AND OBLIGATIONS. ENERMAS LATINOAMÉRICA, in its capacity as Series “B” Issuer and as Manager, in order to implement Private Equity Investment Fund as a Debt Instrument purposes and objectives, for which purpose, on and/or before Initial Issuance Date. Investor as Series “B” Shareholder will enter into Convertible Participative Private Equity Investment Agreement as Debt Instrument with ENERMAS LATINOAMÉRICA; with respect to Distributions Performance. A compensation scheme, commissions and incentives are foreseen in such a way that the interests of Series “B” Shareholders are taken care of at all times. Proceed as described in section “III. Transaction Structure - 5.2 Protection Mechanisms for Shareholders Interests / Corporate Governance 5.2.3 Shareholders’ Meeting” of this Prospectus.

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ENERMAS LATINOAMÉRICA in the exercise of the functions in the terms of the Convertible Participative Private Equity Investment Agreement as Debt Instrument and other Documents of the Transaction, must act in good faith and in Private Equity Investment Fund as a Debt Instrument best interest and for Shareholders Series “B” benefit, applying the same level of care and prudence that any careful and prudent person would use with respect to Fund´s Business.

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ENERMAS LATINOAMÉRICA will have, among others, the following obligations and powers in relation to Promoted Projects Management, being the following: I. To have legal capacity to perform Transactions with Related Parties of the Company, its Subsidiaries and any Shareholder thereof.

II. To have the legal capacity to exercise the powers conferred in Convertible Participative Private Equity Investment Agreement as Debt Instrument terms, having the broadest powers to represent Shareholders Series “B” interests, in any matter related to Management or exercise of the corporate and economic rights derived from Investments in Promoted Projects.

III. To have legal capacity to exercise all the necessary powers to manage the Investments performed by Private Capital Investment Fund as a Debt Instrument.

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3.1.14 INVESTMENT COMMITTEE. Investment Committee is Manager internal committee to which potential Investments and Divestments are submitted for approval in accordance with Convertible Participative Private Equity Investment Agreement as Debt Instrument terms. Investment Committee composition and functioning are described in section “III. Transaction Structure - 5. Issuance and Protection General Policies of Shareholders Interests - 5.2 Protection Mechanisms for Shareholders Interests / Corporate Governance - 5.2.2 Investment Committee” of this Prospectus.

3.1.15 KEY OFFICERS. ENERMAS LATINOAMÉRICA as Manager shall cause the Key Officers to devote, during the Investment Term, the majority portion of the time comprising their professional activity, and thereafter, the necessary portion of their working time to perform their respective duties, including, as the case may be, the following: I. To seek investment opportunities during the Investment Term that is in accordance with the Investment objective described in this Prospectus.

II. Attend to Investment Committee meetings and analyze proposed Investments and Divestments in order to approve or reject the same in their capacity as members of Investment Committee, as the case may be.

III. To oversee that the respective Private Equity Investment Fund as a Debt Instrument Investments are performed within Investment Term.

IV. That Fund performs respective Divestments during Fund term, as deemed appropriate; and V. To manage Investments performed and other activities foreseen in the Convertible Participative Private Equity Investment Agreement as Debt Instrument performed by ENERMAS LATINOAMÉRICA as Issuer and Manager.

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However, such Key Officers may simultaneously devote time to other tasks such as: (a) Managing ENERMAS LATINOAMÉRICA affairs and its Affiliates, including without limitation, other Investment Vehicles similar to Fund, which are managed by ENERMAS LATINOAMÉRICA and its Affiliates (subject to the limitations described in section “III. Transaction Structure - 3. Transaction Documents Description - 3.1 Convertible Participative Private Equity Investment Agreement as Debt Instrument - 3.1.13 The Manager - Rights and Obligations” of this Prospectus), b) To participate in the Boards of Directors of public and private companies, c) Conducting and managing businesses, as well as personal or family investment activities; and d) Teaching or altruistic activities, such as those related to the “Purchases with Social Causes Hallmark” that promotes a new macroeconomic model and Social Investment Funds.

Organizational Development Management regarding to salaries and benefits of ENERMAS LATINOAMÉRICA’s Key Officers and Human Asset Associates, will be based on recommendations by a human resources consultancy (whose advisory expenses will be covered by the Fund’s resources) in order to align compensation methods to market standards.

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Therefore, Company Commissioners may review audited financial statements in order to verify that ENERMAS LATINOAMÉRICA Human Asset compensation is not higher than the maximum established in the compensation to market standards and there are no transactions with Related Persons of ENERMAS LATINOAMÉRICA. Notwithstanding what is agreed in the first paragraph of this section, the Key Officers must reside in Mexico at the latest within 2 months following the Initial Issuance Date and until Term end.

3.1.16 EXTERNAL AUDITOR. ENERMAS LATINOAMÉRICA, in its capacity as Issuer and Manager may hire External Auditor with charge to the Private Equity Investment Fund as a Debt Instrument (under the terms contemplated in the legal instrument evidencing its hiring), who must perform the following functions: I. Audit financial statements related to Private Equity Investment Fund.

II. To review simultaneously with audit, financial statements of Private Equity Investment Fund and for the same audited period that Fund Expenses, paid or reimbursed coincide with concepts included in definition of “Fund Expenses” terms and to deliver to ENERMAS LATINOAMÉRICA Commissioners, and to Investment Committee, a report evidencing results of such review. In order to fully comply with the provisions of Articles 41 of the Securities Market Law and 164 of the General Law of Commercial Companies; and as indicated in Articles Ninety-Fifth and Ninety-Sixth of the Company’s Bylaws; and Clauses Eighty-First (A) and Eighty-First (B) of the Company’s Shareholders’ Agreement.

III. Review amounts invested by the Fund percentage that have been performed through new Promoted Projects in energy, environment and infrastructure sectors and Investments that have been performed with Fund’s Capital in projects in operation.

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3.1.17 PARALLEL VEHICLES. Parallel to Private Equity Investment Fund as a Debt Instrument; ENERMAS LATINOAMÉRICA, in its capacity as Manager may (without being obliged to do so), manage resources of various Investors, who may make Parallel Investments with the Fund, periodically and proportionally with other Investors, as Third Party Co-Investors, through one or more Parallel Investments.

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In the event that External Auditor determines, in accordance with the audit or review performed under this Prospectus terms, that a reclassification or adjustment of any item performed in the audited period should be performed; ENERMAS LATINOAMÉRICA Investment Committee will cooperate with External Auditor in order to determine how to perform such reclassification or adjustment. To the extent that such reclassification or adjustment consists of a refund to be performed for Manager Distributions Performance to the Second Place for amounts received and/or improperly transferred to Shareholders Series “B” Distributions account in the First Place. ENERMAS LATINOAMÉRICA as Manager shall proceed as described in section “III. Transaction Structure - 1. General Description - 1.5 Fund Structure and its Investments 1.5.3 Fund’s Accounts Products Distribution” of this Prospectus.

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Simple Bonds Series “B” Issuance will not be conditioned to Parallel Vehicle(s) existence or to funds availability to perform Investments. However, ENERMAS LATINOAMÉRICA, as Coinvestor in a unique and exclusive manner, may establish Parallel Vehicles within the Effective Date of Convertible Participative Private Equity Investment Agreement as Debt Instrument.

3.1.18 THIRD PARTY CO-INVESTORS. In addition to Private Equity Investment Fund as a Debt Instrument simultaneous Investments, ENERMAS LATINOAMÉRICA as Co-Investor, and if applicable, of Parallel Vehicles, at its discretion, may obtain additional resources with Third Party Co-Investors, who may co-invest with the Fund, on substantially similar terms, with or without Origination Expenses payment fees, on an exclusive basis, in those cases in which amounts transaction in question to an amount greater than amount allowed for investment by Private Equity Investment Fund and Third Party Co-investor, and if applicable, Parallel Vehicles, or these together, there is an additional added value contributed by the Third Party Co-investors, and/or it is otherwise convenient to perform Investment through Consortiums, Joint Venture, Cluster and/or Coinvestment.

Third Party Co-investors participation in respective Investments will be disclosed by Manager to Shareholders Series “B” as a relevant event. Manager shall ensure that Private Equity Investment Fund and the Third Party Co-Investors rights exercise with respect to Investments are exercised in a coordinated manner.

3.1.19 CONSIDERATION. ENERMAS LATINOAMÉRICA, acts as Issuer and Manager which grants right to receive as services supply fees for Private Equity Investment Fund as a Debt Instrument Management and Operation under Convertible Participative Private Equity Investment Agreement as Debt Instrument terms; in which it is established that Shareholder must pay to Manager a Commission Fee and, if applicable, other Management Simple Bonds Series “B” Commissions described in section “III. Transaction Structure - 7. Manager Fees, Costs and Expenses - 7.1 Management Fees” of this Prospectus.

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3.1.20 VALIDITY AND TERMINATION. Convertible Participative Private Equity Investment Agreement as Debt Instrument will remain in force with respect to each of the parties, until Agreement ends; date on which such Agreement will terminate and will cease to have any legal effects between the parties, with the understanding that ENERMAS LATINOAMÉRICA obligations and rights as Manager and under Convertible Participative Private Equity Investment Agreement as Debt Instrument will end until its outstanding obligations are exhausted as of end date. The termination of the obligations of ENERMAS LATINOAMÉRICA as Manager does not affect in any way the rights to claim and obtain from Private Equity Investment Fund as a Debt Instrument, any amounts owed to Manager, from time to time.

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3.1.21 TRANSACTIONS PREVENTION AND IDENTIFICATION WITH ILLEGALLY OBTAINED RESOURCES. In accordance with the provisions of the Federal Law for the Prevention and Identification of Transactions Prevention and Identification with Illegally Obtained Resources and Complementary Provisions, cash deposits will not be received in ENERMAS LATINOAMÉRICA accounts through bank teller windows.

In case ENERMAS LATINOAMÉRICA identifies this type of deposits, it will make them available to the Investor as Shareholder, when performing the transfer to the account number for its return, which was declared in Declarations and Personal Data Form.

4. BUSINESS PLAN AND INVESTMENTS AND DIVESTMENTS SCHEDULE Business Plan focuses on Investment opportunities that present the best combination of probability of success, expected risk/return and the ability to capture value through ENERMAS LATINOAMÉRICA Active Participation as Manager of Private Equity Investment Fund as a Debt Instrument, throughout the Investment Process. The above is achieved through Promoted Projects that are aligned to the Fund’s main Capital Investment Objective.

4.1 INVESTMENT OBJECTIVE. ENERMAS LATINOAMÉRICA as Manager of Private Equity Investment Fund as a Debt Instrument, will perform conceptualization, design and implementation of Promoted Projects in energy, environment and infrastructure sectors, through Investments analysis, structuring and monitoring; once the Promoted Project is selected by the Investment Committee, based on consideration Returns to be obtained through an exit strategy materialization. Likewise, ENERMAS LATINOAMÉRICA as Manager will participate in capital structure optimization, in assets Investment, with guaranteeing intention the Net Returns and Simple Bonds Series “B” buyback to their Shareholders within the Term, according to Convertible Participative Private Equity Investment Agreement as Debt Instrument terms. In this way, Private Equity Investment Fund will be a key investment mechanism for Shareholders Series “B”, guaranteed with Human Asset support (professional and experience) that conforms ENERMAS LATINOAMÉRICA.

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4.1.1 EXPECTED RETURNS. As stated in Private Offering Notice promoted in the OTC Mexican Trading Systems Market and in Convertible Participative Private Equity Investment Agreement terms, an expected Net Rate of 36% per year is established, which are guaranteed, will be generated as Net Return of the Investments performed with the Fund’s Capital, which will be Distributed to Shareholders Series “B”. Notwithstanding the above, Investments will be performed based on the information available at the time of the respective Investment, which may change and therefore, the real behavior of Returns could differ, to a greater or lesser extent, but ENERMAS LATINOAMÉRICA aware of the Risks, assumes the commitment to guarantee in writing such Return based on

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the expected Net Rate, (See section “III. Transaction Structure - 1. General Description - 1.5 Fund Structure and its Investments - 1.5.4 Divestments and Returns Distribution based on Net Rate.” of this Prospectus.

4.1.2 INVESTMENT CRITERIA. Investment Committee will be subject to Investment Criteria, which must be fully complied with on the date on which the Investment is performed or agreed, as described below: I. Investments with Fund Capital must be performed through activities related to Projects planning, design, construction, development, operation and maintenance in energy, environmental and/or infrastructure sectors, as well as in Businesses Adjacent to such projects.

These must show competitive advantages such as a partial or total revenue stream regulated or backed by solid Instruments, considering legal framework new conditions in Mexico for energy, environmental or infrastructure projects.

ENERMAS LATINOAMÉRICA as Manager shall look for Investments to be located in sectors described below: 1. Energy: A) Hydrocarbon Sector: including, without limitation and among others, hydrocarbon fields operation; logistics services, construction and/or operation of surface infrastructure; processing plants, oil pipelines, gas pipelines, poly pipelines, propane pipelines; liquefaction plants; regasification and decompression plants; storage and delivery terminals. As well as reconfiguration and operation of refineries, expansion and operation of conversion trains of petrochemical complexes; fuel production plants, biofuels (fuel alcohols, biodiesel, honey and its derivatives); thermal generation plants; fertilizer plants; biodiesel and its derivatives; thermal generation plants, fertilizer, biodiesel and its derivatives: thermal generation; fertilizers; of biofertilizers; of industrial gases; of animal feed supply plants, pumping stations, service stations for receipt, transportation, storage, sale, distribution and hydrocarbons dispensing in all their forms and petroleum, petrochemical and refined products; obtaining permits and licenses for the exploitation, supply of any activity related to the blending of fuels and biofuels.

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B) Nuclear Energy Sector: including, without limitation and among others, consulting, technical assistance, management, processing, storage, transportation of radioactive waste and materials; radiological engineering analysis and studies; management before the National Institute for Nuclear Research (ININ); the National Nuclear Safety and Safeguards Commission (CNSNS) and other related agencies at domestic level and their correlatives at international level; advice, technical support, training and qualification of personnel in safety and/or radiological protection services in any jurisdiction; radioactive decontamination of materials in facilities, areas, equipment, personnel, segregation and radiological classification, as well as all related activities, directly or indirectly, that are mentioned in the Regulatory Law of Article 27 of the Constitution in nuclear matters; such as participating in all types of public bids, whether national and/or international, which are related to nuclear energy and which are called by the centralized, decentralized, parastatal public administration or State Productive Company, in a respective manner, complying with requirements required for such purpose by the Applicable Legislation;

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C) Renewable Energy Sector: including, without limitation and among others, design, promotion, construction, operation, exploitation, management and administration of power plants that use renewable energies as primary energy; operation and/or construction of transmission lines, distribution lines and generation plants in wind farms; production and commercialization of electricity through facilities that use renewable energy sources;

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as well as in private bids; design, works, planning, prospecting, development, innovation, research, basic and detailed engineering, studies, calculations, simulation, computational modeling, control and automation, technical and scientific assistance, consulting and advisory services to individuals or legal entities, in public or private sector, in any jurisdiction, concerning activities related to power reactor and nuclear power plant industry; testing services; nuclear research services; irradiation services; mobile ionizing radiation generating equipment; ionizing radiation facilities, including: construction, maintenance, expansion, upgrading, improvement, refurbishment, overhaul, modernization, corrective and preventive maintenance; nuclear reactor physics, in nuclear power plant systems; reactor engineering; alternative technologies; shielding and radiation protection; physical protection; fission reactor materials science and technology; neutron effect and radiation; radiation shielding and radiation protection; physical protection; fission reactor materials science and technology; neutron effect and radiation in materials; natural radiation; radiation absorbers; destructive and non-destructive testing; chemical and mechanical analysis; thermo-hydraulic considerations; nuclear fuel phases from refining, processing, reprocessing, energy utilization, burn-up to final or temporary storage; spent fuel reprocessing; ionizing radiation sources; engineering and chemistry; radiological biology and biological effects; technological research and development; assessment, regulatory and inspection services; risk analysis and management; decontamination standards; radiological safety workplace design; planning measures and accident prevention; industrial safety and occupational health; safety and environmental protection; equipment, instrumentation, components and calibration; high and low level radioactive waste management; from industrial laundering, decontamination and sanitization of textile clothing (ineralls, anti-C) and radiation protection accessories, as well as the transportation of the same and the waste generated from the facilities to the laundry and vice versa; equipment and soil drainage from purge systems and collection of equipment leaks; fire protection, extinguishers and suppression; monitoring and portable gauges with characterization of radiological conditions; application of nuclear techniques in environmental research; productivity, efficiency and quality; regulatory standardization, administration, operation, refueling; operational technical specifications; life extension of nuclear plants; innovation and technology transfer; licensing; economic analysis of construction and operation; economic, financial, administrative, market and governmental matters; dissemination, and related services; and may establish and develop any industries and businesses that are instrumental, complementary or accessory to the activities related thereto; training plans; research and development within the framework of the scientific research and technological innovation plan, covering the needs of the general radioactive waste plan, which allow acquiring, maintaining and further developing the necessary knowledge and skills; the operation and/or construction of transmission lines, distribution lines and generation plants, in hydroelectric power plants, geothermal fields, cogeneration and combined cycle plants, among others.

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performing activities related to operation and exploitation of such facilities; projects, studies, research, development and innovation of technologies for production and use of renewable energies related to energy saving and efficiency; turnkey construction of any type of solar, wind, hydroelectric, hydraulic, biomass, biogas, tidal, geothermal, thermal, gas, fossil, nuclear or any other type of energy generation plant;

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Infrastructure: A) Hydro: including, without limitation and among others, water resources and services operation, construction, exploitation, maintenance and management, distribution of flows, up to the evacuation, discharges, sanitation, purification, elimination and recycling of liquid waste and sludge; as well as all those products and services commercialization; being able to establish and develop as many industries and businesses as are instrumental, complementary or accessory to the related activities in all phases of comprehensive water cycle, treatment by means of aerodesalinizers; sanitation, purification by means of decontaminating microorganisms to potentiate the wastewater plants through their treatment and reuse, to be supplied to any home, commerce and industry; laboratory services of meters; micrometers for testing, calibration and repair; as other related services; environmental impact studies preparation and updating, environmental management plans; watershed planning and management plan; environmental diagnosis of alternatives; environmental management measures; complex systems modeling study of: wastewater discharge, atmospheric pollutants (dispersion model) and sound pressure levels (maps and models), hydrology and hydraulics; advising and consulting within specialized infrastructure projects and/or at the industrial level on environmental issues, in surface hydrological modeling to identify flood hazards, erosion risks, structures evaluation and modeling of water quality associated with domestic and nondomestic wastewater discharges to know the environmental impact associated with these discharges and comply with the applicable legislation; execution, analysis and/or interpretation of results of environmental monitoring in terms of water quality components and soil and atmospheric (air and noise) components; conducting tests with tracers to determine travel times and other parameters necessary for monitoring programming, model calibration and simulation of environmental impacts generated by the different wastewater discharges and life cycle analysis by product or service; comprehensive concession or licensing for drinking water supply and sewage treatment final disposal; aqueduct and sewerage systems; seawater and brackish water desalination plant for treatment, reuse and potabilization of water in watersheds; storm water management, collectors or interceptors that are necessary to transport wastewater to treatment and basic sanitation systems; beach and wetland reclamation; biotreatment in pipes, grease and oil traps; leak detection, of wastewater networks and septic tanks cleaning with specialized hydro-emptying equipment (Vactor); soils restoration in conflict of use; soils remediation for organic contaminants (hydrocarbons, chlorates, solvents, dioxins, explosives, among others) and/or inorganic contaminants (cyanides, mercury); aquifers remediation; spills containment; hydrocarbon spills cleaning; coatings with nanotechnology; macromeasurement; integral concessions, administration, management and collection of any type of water at the supramunicipal level when such actions are responsibility of the municipalities, as well as of partners by agreement, delegation or authorization of the local, state or federal entity; in the same way, that in a direct way of the centralized, decentralized, parastatal public

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administration or State Productive Company, in a respective way, that has them attributed in accordance with the provisions of the Applicable Legislation; participation in both private and public, domestic and international bids for design, turnkey project execution for supply in the provision and execution of all kinds of construction works in treatment plants, sanitation, cleaning, purification, dredging of all kinds, and other activities development, which are auxiliary or complementary to this industry and/or are related to the recovery and disposal of waste and trade of byproducts, use, licensing, concession, representation, transformation and marketing of all kinds or types of water, which are allowed by the Applicable Legislation.

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B) Environment: including, without limitation and among others, services for the supply in ecological cleaning and environmental consulting; The provision of the Federal Public Service (FPS) of cargo in general and specialized in hazardous materials and waste by roads of federal jurisdiction, prior to having obtained the permits authorized by the Secretary of Communications and Transportation (SCT), in accordance with the provisions of the Law of Roads, Bridges and Federal Autotransportation and its regulations; certified ecological cleanups in service stations, whether industrial, naval and/or commercial; such as the characterization, recharacterization of contaminated sites; the collection, specialized transportation, collection, storage, separation, classification, characterization, decontamination, packaging, shredding, treatment, volume reduction, formulation, reconditioning, co-processing of hazardous waste, radioactive waste, hazardous biological infectious waste, spent nuclear fuel, special handling waste, urban solid waste, residual waste and other materials; as well as the use of all types of waste and the monitoring of these activities and/or those that are auxiliary, related or complementary in the places of deposit or dumping of the same; the supply in the formation and control that are required by public organisms and private companies so that they comply with strict adherence to the Mexican and international Norms related to the environment and other relative dispositions in the Applicable Legislation; the formulation and evaluation of executive projects, maneuvers, constructions and other works to identify, rehabilitate and recover sites that are considered contaminated; through the installation and/or operation of verification centers of pollutants from fixed or mobile sources that provide alternative solutions to environmental problems, contributing to promote among the population, the prevention and control of water, air and soil pollution; compliance with technical norms (international standardized) and regulations through an integrated environmental management system, such as design and quality implementation, environmental and risk prevention management systems and/or that are auxiliary, related or complementary to water, sanitation and environmental issues; agroforestry, ecotourism and ethno-tourism projects implementation and execution, and programs related to cultural ecology and natural wealth. Everything related to protection, management, planning and studies of landscapes and ecosystem services; cultural heritage studies, tourism infrastructure, nature conservation, rural or urban habitats transformation, and civil protection; the preparation, development and activities execution and operations integrated under concepts in a legal manner, which are defined within the environmental audit; biotechnology supply in products for environmental sector and design of management plans for dumping; solid waste management and the dumping risk plan; assisting in the implementation of actions to prevent and avoid both production and subsequent illegal dumping of any kind and/or type of waste and/or waste related to these; inventories preparation of greenhouse

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gases and carbon footprint calculation; formulation, organization, execution, control, and dissemination of land management plans and schemes; environmental management plans; development plans; administrative and financial reform plans; performance plans; programs and projects that contribute to local, regional, national and international development; promotion and participation in research, development, technology transfer and innovation activities for the incorporation of best practices that promote and guarantee inclusive and equitable community development based on sustainable ecosystems management; school, urban, suburban and rural populations training in nature conservation, as well as educational, research and scientific projects implementation to promote nature knowledge, its conservation and improvement.

C) Technology Transfer, Knowledge and Innovation: including, without limitation and among others, technology transfer import, know-how, technical assistance, technological knowledge transmission to acquire, install and use machines, materials or intermediate goods; such as turnkey projects installation, operation and functioning applied to any field that drives comprehensive community development and economic growth of each and every sector in Mexico; scientific, technical and economic activities promotion in the technological field, which guarantee the minimum renewable energy supplies for production and its use in areas with a high marginalization level, as well as the incentive of viable economic alternatives use that generate drinking water in case of possible exceptional situations; to be exploited in their results by local industry; to participate in the research and academic training activities, getting involved in technology transfer and knowledge process in productive sector; technological solutions, with high specialization in information treatment, on-line transactions and payment systems in local currency and/or foreign currency; to participate in research and academic training activities, getting involved in technology and knowledge transfer process in local productive sector.

D) Transportation: including, without limitation and among others, the operation and/or construction of roads, highways, freeways, bridges, ports, airports, civil airfields, port and airport terminals and facilities for cargo and passengers, logistics facilities and multimodal stations as well as urban mass transportation networks such as BRT (bus rapid transit), light trains, subways, trolleybuses and interurban transportation, as well as railroads for the transportation of people or goods.

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E) Telecommunications, Cybersecurity, Cyberintelligence, Robotics and Artificial Intelligence: including, without limitation and among others, technical assistance for regulations, norms and security standards establishment in force in the industry; such as conducting audits; vulnerability analysis and pentesting; comprehensive security monitoring solutions, real-time digital imaging services, radiographic scanning, hardware, software; the provision of incident and asset management, maintenance operations and procedures in security operations based on standards and new regulations, which are ancillary, related, complementary or related to Cyberspace, which are contemplated within the Security Plan for Information and Communication Technologies (ICT) and industrial control systems connected to the Internet; crisis management for topics that are ancillary, related, complementary or related

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to Cybersecurity; the supply in the elaboration of all types or kinds of specialized cartography for analysis and databases processing related to spatial geography; the provision of training and certification in roles associated with Information and Communication Technologies (ICT) use and development; the provision of data processing; network administration; machine time in local environment; electronic commerce; leasing of computer equipment; installation and technical assistance to computer resources in Information and Communication Technologies (ICT); integral solutions in computer science and services related to Information and Communication Technologies (ICT); integral solutions based on nanotechnologies and neurosciences applied in Artificial Intelligence (AI) and Robotics (Bots) systems; technical assistance in the field of bioinformatics for health and the development of products and/or services based on Information Technology (IT), oriented to the implementation of personalized medicine based on the applications, software development aimed at biomedical and pharmaceutical research sector, based on Big Data and Artificial Intelligence (AI) tools use.

Investments to be performed with Capital from the Fund will be, directly or indirectly through Promoted Projects to be performed through Strategic Partners.

Investment resources shall be applied in Projects to be performed through Strategic Partners and/or in specific projects located in the jurisdiction of Mexico.

From the Private Equity Investment Fund, Investments will be performed to the extent that they comply with the regulations and Applicable Legislation in the corresponding jurisdictions, including environmental, labor and social security laws and regulations.

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4.2 INVESTMENTS SOURCE. In Mexico there are unique opportunities to invest in projects related to energy, environment and infrastructure sectors with an attractive arbitrage in the risk/return profile. Energy sector

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4.1.3 DIVERSIFICATION REQUIREMENTS. In Investments performance, Diversification Requirements must be met during Investment Term, as follows: I. At least two thirds of the Maximum Amount of Private Offering Issuance must be invested in Investments related to energy, environment and infrastructure sectors; (See “III. Transaction Structure - 4. Business Plan and Investments and Divestments Schedule - 4.1 Investment Objective - 4.1.2 Investment Criteria” of this Prospectus). Where remainder may be used to perform Investments in Projects in other sectors related to those established in the Corporate Purpose (See Exhibit 2), as indicated in Article Two of the Company’s Bylaws, and/or in Businesses Adjacent to Investments to be performed.

II. Capital Investments may not be performed with the same Strategic Partner, or any of its Affiliates or Related Persons of such Strategic Partner, the aggregate amount of which exceeds 40% of Issuance Amount in Private Offering, unless approved by Investment Committee.

III. Within 3 months following Initial Issuance Date, at least 25% of Private Offering Amount must have been invested or committed by ENERMAS LATINOAMÉRICA, as Manager of Private Equity Investment Fund, as a Debt Instrument.

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structural reform and Public Private Partnerships (PPPs) will originate important investment opportunities, which could be even greater than what the market has anticipated. ENERMAS LATINOAMÉRICA estimates that factors that will trigger investment opportunities are mainly in: I. Mexican Government Budgetary limitations, which force it to monetize assets,: Oil price has stressed liquidity in the State Productive Company, causing reactivate transactions of “asset exploitation” need to counteract existing gap between income and expenditure, which are necessary to support country economic growth.

II. Strategic alliances with State owned Production Companies to improve their balance sheet and complement their execution capacity: Challenges and opportunities faced by State owned Production Companies, coupled with the need to maintain their credit rating, implies that it is convenient to develop new private sector participation forms and purchase and sale contracts structuring in consideration of International Accounting Standards.

III. Existing Operating Companies Financial restructuring by means of: Derived from financial and operational problems in energy, environment and infrastructure sectors, Operating Companies financial restructurings have been initiated, generating asset acquisitions opportunities.

IV. Implementing new business models value to take advantage on potential demand and achieve efficiencies, for which it is necessary to: implement a paradigm shift in the way business is conceptualized, in order to optimize results.

V. Opportunities to maximize resource recovery factor and associated infrastructure and logistics improvement: Structural reforms provide necessary incentives to invest in energy, environmental and infrastructure assets.

VI. Non-traditional financial products need for optimizing Capital structure, through this type of products use can respond to Investors’ needs adapting structure to cash flow generation and optimizing rhythm, with financial engineering for risk factors and scenarios probability.

VII. New schemes to produce Clean Energy Certificates and generate value. These are the goals established by the Federal Government for clean energies participation in energy generation life cycle, which will trigger important investments in these technology types.

Additionally, generators will benefit from the granting of Clean Energy Certificates that can be sold in the spot market to generate additional value.

VIII. Opportunity cost of land to relocate infrastructure projects, with new Public Private Partnerships (PPP) rules allow that in assets relocation projects, they can take advantage of “Fundo Legal” land, which is owned by Governmental Authority as one of project components.

IX. Competitive advantage of natural gas regional price and associated raw materials, with gas low cost associated with surplus production in the United States, generates investment opportunities in biogas generation, which in turn triggers opportunities in energy sector.

4.3 INVESTMENTS AND DISINVESTMENTS SCHEDULE. Except as specifically described below, Investments shall be performed during Investment Term. In accordance with such Investment Term, Private Equity Investment Fund as a Debt Instrument, once instructed by ENERMAS LATINOAMÉRICA as Manager must perform Investments before a period of 3 calendar months immediately following Initial Issuance Date,

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except for an extension of 1 more month, in the event that there are investments susceptible to be authorized because they are in analysis and structuring process, described later in this section of the Prospectus. At least 25% of the Initial Issuance Amount must be invested within 2 months from Initial Issuance Date.

Once Investment Term has ended, Private Equity Investment Fund as a Debt Instrument, may not perform additional Investments, or may ENERMAS LATINOAMÉRICA as Manager, perform Funding Requests, except as provided, Expenses Reserve and pay Fund Expenses that are not Investment Expenses; which may be the object of a Funding Request.

In the event that 2 or more Key Officers do not dedicate necessary time to fulfill their obligations as described in section “III. Transaction Structure - 3. Transaction Documents Description 3.1 Convertible Participative Private Equity Investment Agreement as Debt Instrument 3.1.15 Key Officers” of this Prospectus.

At this time it is not possible to establish a detailed Investment Calendar with the dates on which Investments and, if applicable, respective Divestments will be performed, since Investment and Divestment opportunities times are not specifically identified as of this Prospectus date. In addition, identified opportunities will be subject to Investment Committee approval and, if applicable, of Series “B” Shareholders’ Meeting, which may not be under ENERMAS LATINOAMÉRICA control as Manager. See section “III. Transaction Structure - 5.2 Protection Mechanisms for Shareholders Interests / Corporate Governance - 5. Issuance and Protection General Policies of Shareholders Interests”.

Investments are potential whose terms are not yet known, so Investments and Divestments closing will depend on market conditions, as well as analysis of each one of them and negotiations that in any case will be performed. ENERMAS LATINOAMÉRICA as Manager expects to perform a total of 5 to 10 Investments during Investment Term. In any case, Investments will be performed within Investment Term to the extent that there are attractive Investment opportunities within Investment Criteria and Diversification Requirements described above.

Divestments may be performed at any time during Simple Bonds Series “B” term. However, ENERMAS LATINOAMÉRICA as Manager estimates that such Divestments may be performed in a period of approximately 7 to 10 months from Private Offering Initial Issuance date.

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4.4 INVESTMENT STRATEGY. ENERMAS LATINOAMÉRICA as Manager shall perform Capital Investments in projects under development or in projects that comply with at least one of the following features: I. Actions can be taken that trigger an increase in project profitability in short term.

II. They can optimize tariff structures applicable to project that maximize returns.

III. There is room to achieve operational and commercial efficiencies in projects that generate value.

IV. Improvement and optimization their financial structure in order to increase project or asset value.

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ENERMAS LATINOAMÉRICA as Manager looks for by its Capital Investments to obtain Profits that guarantee Returns based on the Net Rate that has been guaranteed in writing in Convertible Participative Private Equity Investment Agreement as Debt Instrument terms, to Shareholders Series “B”, so that they are fulfilled in a satisfactory way, achieving Investment Returns higher than those offered by our competitors in the Over the Counter Market (OTC) in Mexico; This will be achieved by identifying and managing risks, as well as leveraging its capacity to support Promoted Projects in energy, environment and infrastructure sectors. In this way, Investments are intended to meet the needs and take advantage of the opportunities described in section “IV. Investments in Energy and Infrastructure in Mexico” of this Prospectus. Likewise, ENERMAS LATINOAMÉRICA will adapt to conditions arise in the market by structuring strategies when they are convenient and consistent with Private Equity Investment Fund as a Debt Instrument objectives.

According to Investment Strategies; vision is to invest by means of a flexible vehicle capable of creating value in Promoted Projects in energy, environment and infrastructure sectors, through the following elements: Capital Structure: Funding sources optimization in Bridge Investments implementation, to enhance growth and creating value in Promoted Projects, to greatly diminish financial risks associated with the Project.

Terms and Conditions: Agreements attraction and negotiation with Strategic Partners to achieve adequate strategic decisions and avoid inadequate behaviors by means of Promoted Projects, in which Clusters, Consortiums, Joint Venture, and/or Co-investment are established.

Due Diligence in Project Management: To implement a rigorous analysis of the parties involved with Promoted Projects to determine viability, growth opportunities, and implicit risks and determine adequate price that guarantees Returns based on the Net Rate that will be performed in the Distributions to Shareholders Series “B”.

Scope: Actively participate in activities related to planning, design, construction, development, operation and maintenance of projects in energy, environment and infrastructure sectors through Promoted Projects.

Successful exit: Suitable mechanism choice and implementation based on each Promoted Project knowledge in a specific way.

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Therefore, ENERMAS LATINOAMÉRICA as Issuer and Manager will seek that Fund’s Capital is invested in assets or Promoted Projects that, as a result of its analysis, are robust projects based on: Flows transparency related to income and operating expenses.

Growth opportunity that allows increasing immediate profitability in short term during the Fund’s term.

Attractive conditions to achieve an Exit through Strategic Partners by means of Clusters, Consortiums, Joint Venture, and/or Co-investment implementation.

Additional or complementary investments possibility based on Adjacent Businesses, which are related to the Promoted Projects.

Strategic Partners existence with experience in energy, environment and infrastructure sectors, to form a conglomerate and participate in Promoted Projects by means of Cluster Consortiums, Joint Venture, and/or Co-investment.

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Clarity in corresponding regulatory framework and contracts aligned to best practices.

It must be highlighted that ENERMAS LATINOAMÉRICA will orient its Capital Investment Strategy in financing Infrastructure Projects (Project Finance), by means of an additional diversified projects portfolio development described in the Corporate Purpose (See Exhibit 2), as stated in the Second Article of the Company’s Bylaws based on the individual merit of each Promoted Project, to guarantee Returns based on the Net Rate, which will be Distributed to Series “B” Shareholders.

Additionally, ENERMAS LATINOAMÉRICA has a wide strategic alliances network with domestic and international key players in energy, environmental and infrastructure sectors.

4.5 VALUE CAPTURE AND MONITORING. In order to maximize value capture, ENERMAS LATINOAMÉRICA will try to identify, evaluate and manage risks throughout Investment process. Human Asset supports and integrates ENERMAS LATINOAMÉRICA has experience, capacity and relationships to execute Business Plan. In order to materialize such capacity, operation will be attached to established processes and Corporate Governance. Likewise, Corporate integrated with Strategic Partners by means of Clusters, Consortiums, Co-investments and/or Joint Ventures, will allow consolidating a wide experience professionals team in hydrocarbons, electricity, environment, hydraulics, technology transfer, knowledge and innovation; transports, telecommunications, cybersecurity, cyberintelligence, robotics and artificial intelligence sectors, acquired throughout several years of work in prestigious national and international, public and private firms, as well as in governmental dependencies.

ENERMAS LATINOAMÉRICA’s Key Officers and Strategic Partners maintain an excellence professional relationship with three government levels, as well as with construction and operating companies, as well as consulting, accounting and legal firms.

Key Officers, ENERMAS LATINOAMÉRICA’s Collaborators and Strategic Partners have managed to revolutionize current business and economic paradigms, with projects capacity and execution speed multiplying purpose that are promoted in order to fully comply with the objectives set.

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ENERMAS LATINOAMÉRICA commitment is value generation and capture, Investment strategy adequate fulfillment, considering Investments and Divestments mainly optimization.

To achieve the above, ENERMAS LATINOAMÉRICA will provide key tools in Promoted Projects, namely: access to Capital, Corporate Governance and processes institutionalization and implementation, Capital structure optimization, a unique contacts and Strategic Partners network, among others.

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A feature that distinguishes Human Asset that supports ENERMAS LATINOAMÉRICA, it is design new generation business models ability, investment policies, organizational and internal processes concepts improvement under a multidisciplinary team vision.

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In order to focus invested resources in viable projects and minimize risks associated to Capital Investment, ENERMAS LATINOAMÉRICA has developed a rigorous Investment Process that takes advantage of Human Asset experience that supports it, immersed in a great team, that by implementing market best practices; this comprises a processes series focused on opportunities materialization in different sectors. Likewise, it will be based on continuous feedback to Governing Bodies and decisions in accordance with their attributions.

In order to maximize value capture, ENERMAS LATINOAMÉRICA will try to execute Investment Process in a timely and strict manner, described below in the Prospectus. ENERMAS LATINOAMÉRICA considers it fundamental to select those Promoted Projects in which it has the greatest capacity to guarantee Returns based on the Net Rate, which is committed in writing in the Convertible Participative Private Equity Investment Agreement as Debt Instrument; which will be Distributed to Series “B” Shareholders and Simple Bonds buyback, as established in Article 17 of the Securities Market Law.

4.6 INVESTMENT PROCESS. In order to focus resources invested in Feasible Promoted Projects and to seek Investment Returns based on the Net Rate, ENERMAS LATINOAMÉRICA has developed a rigorous Investment process that takes advantage of Human Asset experience that supports it, applying the market best practices; this includes processes series focused on opportunities materialization in different sectors. In all of these, Governing Bodies and decisions continuous feedback are sought in accordance with their attributions.

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4.6.1. OPPORTUNITIES CREATION. ENERMAS LATINOAMÉRICA’s investment process begins with opportunities generation, which is summarized as follows: Frequent contact with firms dedicated to capital sources search.

Presence in relevant forums at international level related to energy, environment and infrastructure sectors.

Approach to different management teams related to energy, environment and infrastructure sectors.

Leverage managed by Committees members’ relationships.

New ideas and business development generation and strategic alliances signing to obtain investment opportunities and competitive advantages strategic control by improving structuring conditions.

Project’s technical file Development to determine whether or not it meets basic eligibility criteria.

In order to constantly generate opportunities, ENERMAS LATINOAMÉRICA has analyzed energy, environment and infrastructure sectors; investment plans for development by Federal Government through the State Productive Companies and therefore, existing opportunities in order to develop new projects, as detailed in section “IV. Energy and Infrastructure Investments in Mexico” of this Prospectus.

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Each of the opportunities generated and received will be registered in an exclusive electronic database and it will be necessary to determine if the project complies with Investment Criteria, Diversification Requirements and Investment strategy. This database will describe, at least, main details and features, strategic information obtained main contacts and steps to be followed in a technical file for each Proposed Project. A preliminary Strategic Partners assessment will be performed through their Shareholders, as an additional factor to determine whether to proceed with the Analysis, which should consider industry or sector, size and general Risk vs.

Return profile.

ENERMAS LATINOAMÉRICA’s Key Officers will hold periodic review meetings to update and prioritize projects, allocating Fund Capital Investments as necessary and appropriate. In any case, for decision reasons in favor or against continuing investment process will be detailed in an Exhibit to technical sheet and will be communicated to the counterpart in case of rejection.

4.6.2 ANALYSIS. Once an opportunity has been approved, it is analyzed, which includes, among others: Business model analysis to reflect it in a financial model.

Market and geographic location analysis which Fund intends to perform equity investments.

Investment and value generation opportunities assessment.

Risks and ability to manage or mitigate them Identification.

Environmental, social and corporate governance considerations.

Assumptions determination and sensitivity analysis.

Base case selection.

Background information compilation on Projects Promoted through Cluster, Consortium, Joint Venture, and/or Co-investment with Strategic Partners.

Exiting Investment Feasibility.

Investment opportunity review with alliance members to conduct a technical and business Peer Review.

Technical and Business Peer Review.

This process will be performed by signing a confidentiality agreement in order to request and receive relevant information, coordinate team members that will participate in the analysis and perform a review and evaluation of the project. This review will include, if available, shareholder agreements, operating indicators and any other key information, such as environmental, social and corporate governance considerations, that will help meet analysis objectives. | E N E R M A S L ATA M |

Initial analysis results will be reflected in a preliminary Teaser that will have to be evaluated internally to determine if there are conditions to continue with Investment Process, and if so, if additional information is required to develop in greater depth analysis that will be submitted to Investment Committee. Determination to proceed with analysis should be performed by ARTURO DELFÍN LOYA (See “Curriculum Vitae” in Exhibit III), in his capacity as General Manager of ENERMAS LATINOAMÉRICA and Private Equity Investment Fund as a Debt Instrument Senior Key Officer, not before having exchanged views and perspectives with team members in various working sessions in which the Teaser is discussed.

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Decision must be based on an objective evaluation, which will seek to reflect various aspects analyzed conclusions. In case of rejection, the counterpart will be informed by sending a letter of appreciation, specifying general reasons for decision. In those cases in which the counterpart wishes to discuss in greater detail rejection reasons, it will be at ENERMAS LATINOAMÉRICA as Manager Discretion to open such communication, as well as to establish a team members’ basis to inform relevant aspects, always within an ethics and professionalism framework.

In the event that determination for process proceed, ENERMAS LATINOAMÉRICA as Manager must take initial analysis to next detail level, for which it may request additional information from the counterparty and/or incorporate independent experts to contribute to evaluation and understanding different analysis elements, including environmental, social and corporate governance considerations. At this stage it is essential to develop a detailed financial model.

In order to mitigate risks inherent to some investments, preliminary studies will be performed to gain a thorough understanding of the investment opportunity. These studies include, but are not limited to: technical feasibility studies, supply-demand interaction studies, geotechnical studies, social and environmental impact studies, processing capacity analysis, among others. Expenses derived from these studies may be considered as Investment Expenses as established in the definition itself. With the understanding that ENERMAS LATINOAMÉRICA as Manager shall absorb, and shall not pass on to Fund, those expenses, costs and fees paid by the Manager in respect of potential Investments research, analysis and structuring, when potential Investment is not performed, and/or when such expenses have not been approved as Investment Expenses in accordance to an Investment Approval from Investment Committee.

The time allocated for each project analysis will depend on project complexity, size and stage development.

It shall be ENERMAS LATINOAMÉRICA’s responsibility as Manager to convene Investment Committee to meet whenever it is necessary to make a decision regarding an Investment.

In order to hold Investment Committee meetings, attendance of at least half plus one of its members shall be required. Any Investment Committee determination will require the vote of half plus one of those attending the meeting.

In case of Investment Committee determination is not to go ahead with Investment Process, ENERMAS LATINOAMÉRICA as Manager will communicate to the counterparty by sending a letter of appreciation, previously mentioned, and the same criteria will be applied regarding disclosure of additional information of such decision reasons.

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If Investment Committee and, if applicable, the other decision-making bodies approve to go ahead with Investment Process, ENERMAS LATINOAMÉRICA as Manager shall draft a Letter of Intent with the counterparty specifying potential transaction general terms and conditions and closing conditions. The Letter of Intent shall include a section in which the counterparty grants a period of exclusivity in negotiations. The Letter of Intent will constitute a non-binding proposal by the Private Equity Investment Fund as a Debt Instrument.

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Risks identification and management are fundamental factors for obtaining results and achieving Returns. Strategy to mitigate risk exposure will depend on each particular project.

Although ENERMAS LATINOAMÉRICA will endeavor to perform a comprehensive evaluation process from Strategic Partners experience, track record and proven results, risks beyond its control may arise.

4.6.3 STRUCTURING. ENERMAS LATINOAMÉRICA’s focus as Manager in structuring process will be Investment Committee key analysis aspects. For this purpose, experts’ advice in tax, accounting and legal matters is considered necessary for each Due Diligence process. ENERMAS LATINOAMÉRICA will define convenience of corresponding experts hiring for one or several of issues to be reviewed, always assuming process leadership, being ultimately responsible for each aspect analyzed, considering environmental, social and Corporate Governance aspects.

In any case, ENERMAS LATINOAMÉRICA has among other objectives, to achieve the best possible evaluation results, seeking to speed up process and minimize costs. It should be noted that third party experts hiring will be unique for participation time required on their part in a particular process.

Due Diligence process results will be used to perform an Investment Memorandum update to be submitted to Investment Committee, seeking to obtain a final decision to perform the Equity Investment.

In the event that Investment Committee determination is not to proceed with the Investment Process, a letter of appreciation will be drafted, as previously mentioned, but given the progress of the Investment Process, ENERMAS LATINOAMÉRICA will seek to hold a meeting with the counterparty to discuss the main reasons for such determination, at a level of detail that ENERMAS LATINOAMÉRICA deems appropriate.

In the event that Investment Process decision is to continue, Investment Committee will instruct the General Manager related to main terms and conditions to be negotiated in Proposed Project. The foregoing will serve as a frame of reference for ENERMAS LATINOAMÉRICA as Manager to conduct closing negotiations in Investors best interest, with the understanding that some of suggested terms and conditions may vary from its original proposal. Once Investment Committee approval is obtained, ENERMAS LATINOAMÉRICA will prepare the term sheet.

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Due to projects variety in which an Investment may be performed, risks to which each is exposed and diverse flows nature, as well as Investment capital requirement, ENERMAS LATINOAMÉRICA will determine for each Investment Fund participation form. Therefore, there is no predetermined debt/equity ratio. ENERMAS LATINOAMÉRICA will seek to determine the ratio that generates the greatest value capture. ENERMAS LATINOAMÉRICA’s legal team shall initiate Agreements preparation, including necessary legal instruments that guarantee Investment.

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ENERMAS LATINOAMÉRICA as Manager will be responsible for transaction closing as long as negotiation has reached a successful conclusion, performing Fund’s Capital disbursement, considering at all times legal, fiscal, environmental, social and Corporate Governance implications to avoid unnecessary risks or costs. In some cases, an agreement may be signed, which will contain necessary requirements to reach a closing and start with necessary procedures. In other cases, it will be possible to finalize documentation and perform procedures, under a signed Agreement, and once all requirements are satisfied, final agreement can be signed simultaneously. ENERMAS LATINOAMÉRICA must integrate a closing file where all relevant documentation is compiled, and start planning for an orderly and effective Investments monitoring.

4.6.4. MONITORING. Once transaction has been performed, Monitoring begins, consisting of asset management and Investments follow-up as Shareholders. The main objective of this process is creation and capture of value from punctual, active, strategic, managerial, operative and financial Investments supervision in the Portfolio, in order to make sure that the objectives previously outlined are met in a timely manner. The main activities to be followed during monitoring process will consist of the following: Proposed strategy follow-up to ensure operational and financial metrics.

Monitoring through Project Management methodologies.

Liaison with regulatory authorities and local governments.

Procurement of adhesion in Promoted Project by Strategic Partnership with which an alliance is agreed through Cluster, Consortium, Joint Venture, and/or Co-investment, in order to comply with norms, standards, codes of conduct or international initiatives.

Environmental, social and Corporate Governance implications review of Fund in operation with Strategic Partners.

Therefore, a Corporate of companies consolidation that work through Cluster, Consortium, Joint Venture, and/or Co-investment is sought, with Human Asset increasing purpose that ENERMAS LATINOAMÉRICA has as Manager. In order to perform the above mentioned activities, access to relevant and timely information shall be available.

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In this sense, timely detection of any sign that implies a threat for Investment shall be sought; therefore, Return on Investment may be compromised. Management of each Asset or project shall comply with Fund related interests and involvement level in each Investment shall depend on the strategy determined for each one of Strategic Partnerships capabilities participating in a Consortium Cluster, Joint Venture, and/or Co-investment with ENERMAS LATINOAMÉRICA. Como parte del monitoreo de las Inversiones, ENERMAS LATINOAMÉRICA buscará que de ser necesario las Sociedades Estratégicas con quienes se conforme un Clúster, Consorciado, Joint Venture, y/o Coinversión, contraten los seguros y fianzas requeridos por la Legislación Aplicable, así como otros complementarios para mitigar los riesgos a los que se encuentran expuestas. Entre los seguros que se buscará contratar se enlistan los más destacados de forma

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enunciativa más no limitativa: obra civil (construcción), responsabilidad civil, responsabilidad civil profesional, propiedad (daños), riesgo ambiental, riesgo político y social, transporte de carga.

As part of Investments monitoring, ENERMAS LATINOAMÉRICA will seek that if necessary Strategic Partnerships with which a Cluster, Consortium, Joint Venture, and/or Co-investment is formed, contract insurance and bonds required by the Applicable Legislation, as well as other complementary ones to mitigate risks to which they are exposed. Among insurance policies to be contracted, the most important are listed below: civil works (construction), civil liability, professional civil liability, property (damages), environmental risk, political and social risk, and cargo transportation.

Actions to mitigate legal risks in Strategic Partnerships with whom Cluster, Consortium, Joint Venture, and/or Co-investment are formed, are based on Key Officers successful experiences and ENERMAS LATINOAMÉRICA’s Investment team members. Actions oriented to reduce exposure to these risks are: Strategic Partner compliance policies and procedures Implementation.

Legal rules and regulations analysis that represent higher short-term risk exposure for Strategic Partners.

Agreements key aspects evaluation: definition, objectives, types of Agreements, general contract considerations, among others.

Dissemination and training guidelines for Strategic Partner’s Human Asset in new legal aspects.

4.6.5 EXIT. Exit or Divestment strategy is a fundamental and conclusive part of Investment Process to materialize Returns. From monitoring ENERMAS LATINOAMÉRICA will determine if Investments comply with conditions and requirements for Promoted Asset or Project. Exit strategy success will depend to a great extent on work performed throughout the whole Investment Process.

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Divestments shall consist of transfer or redemption of Fund’s participations in Promoted Projects. Mechanisms to implement Divestments may vary. Divestment schemes may consist of, among others, investment amortization procedures. The most convenient scheme analysis to perform a Divestment will be performed by ENERMAS LATINOAMÉRICA as Manager.

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Once different alternatives valuation has been completed, Investment Committee will be informed of the scope of each one. Investment Committee will proceed to Divestment approval.

Once Divestment has been completed and financial closing has taken place, ENERMAS LATINOAMÉRICA as Manager shall prepare a report with administrative, financial and/or technical aspects containing Asset or project essential elements during the whole Investment Process. The report shall include main factors analysis that determines Investment performance and any other important events. Such report shall be part of Investment performed final documentation and shall serve as for analysis basis in order to take advantage of the lessons learned.

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ENERMAS LATINOAMÉRICA as Manager may provide access to White Papers documenting Investment Process implementation to Investment Committee members and/or External Auditors who so request, as described in section “III. Transaction Structure - 5. Issuance and Protection General Policies of Shareholders Interests - 5.2 Protection Mechanisms for Shareholders Interests / Corporate Governance - 5.2.2 Investment Committee” of this Prospectus.

4.7 DIFFERENTIATORS AND COMPETITIVE ADVANTAGES. ENERMAS LATINOAMÉRICA brings together experience, knowledge and proven talent to ensure Private Equity Investments success in energy, environment and infrastructure sectors: Professional team with combined experience in Private Equity Investment Funds management, companies’ operation, successful projects’ creation and interlocution with regulatory authorities.

In-depth knowledge of energy, environment and infrastructure sectors and talent for integrating multidisciplinary teams that have allowed us to develop analysis techniques and methods.

Fund Corporate Governance composed of independent members with international recognition specialized in energy, environment and infrastructure sectors.

Structure aligned with value generation for Series “B” Shareholders; with Return based on the guaranteed Net Rate and/or Investments existing possibility through a mechanism that simultaneously guarantees Series “B” Simple Bonds buyback to their Shareholders.

Alliance with Strategic Partners with international recognition specialized in energy, environment and infrastructure sectors.

Agreements with various operators in energy, environment and infrastructure sectors.

Robust organizational structure that allows an adequate analysis, structuring, monitoring and optimal exit design for potential investments.

Partnership model, as opposed to a patrimonial approach, which allows for a dynamic leadership team incentivized during Fund lifetime.

ENERMAS LATINOAMÉRICA has an organizational structure to manage, control and support Investments operation based on three pillars, namely: Management

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Investment Management: - Promotion.

- Asset Performance - Monitoring.

- Risk Assessment.

Regulations and Transparency: - Corporate Governance.

- Reporting (Investment - objectives valuation and justification).

- Periodic Assessment performance.

Control

Asset support and operations.

Investment Committee.

Accounting and Reporting.

Cash Management.

External Auditor.

Transactions monitoring of each investment of private equity investment fund.

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Management Investments creation, monitoring and analysis: - Market Analysis.

- Return Assessment.

- Contractual Covenants.

- Placement.

- Exit Strategy.

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Control Series “B” Shareholders Meeting.

Asset support and operations.

Co-investment and Transaction of Promoted Projects.

Fund’s Corporate Governance bodies include independent members’ participation that will contribute to robustness decisions and Investments adequate follow-up.

Expected Investments returns come from Human Asset different capabilities that supports ENERMAS LATINOAMÉRICA, methodologies that have been developed and procedures used by them. This allows generating, analyzing, structuring, monitoring and divesting transactions related to projects in energy, environment and infrastructure sectors. Among advantages in each potential sector to be invested in, the following stand out: Global value chain knowledge.

Business models design and evaluation.

Economic and risk analysis.

Regulations and fiscal frameworks understanding.

Innovative contractual schemes conceptualization and execution.

Project Management.

Financial, operational and organizational resources optimization.

These advantages have facilitated capabilities development that is useful to minimize risks inherent to investments in energy, environment and infrastructure sectors, due to the experience in: Contracting strategies and agreements Development.

Governmental Authority Interaction.

Negotiation and closing of EPC (Engineering, Procurement and Construction) lump sum Agreements.

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Capabilities generated are reflected, among others, in our own methodologies development that have been applied in a rating of fields and blocks that will be bid as a result of Energy Reform, which has technical, economic and information considerations. This helps to mitigate risks that may arise from investing in assets and/or projects in energy, environment and infrastructure sectors.

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A competence set developed by ENERMAS LATINOAMÉRICA team implies a competitive advantage to invest in an adequate way in energy, environment and infrastructure sectors.

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4.7.1 PARTNERSHIP VEHICLE. ENERMAS LATINOAMÉRICA follows a partnership model, as opposed to a patrimonial approach, which allows for a dynamic leadership team encouraged throughout the life of the Fund, according to section “V. The Manager - 1. General Description - 1.2 Business Description - 1.2.7 Partnership Vehicle” of this Prospectus.

ENERMAS LATINOAMÉRICA seeks to provide incentives so that current associates and managers have the opportunity to have a shareholding in the Company, which through primary issues at book value, rewards the contributions and the development of talent within ENERMAS LATINOAMÉRICA, where Human Asset leadership, skills and permanent development are incentivized and recognized.

5. ISSUANCE AND PROTECTION GENERAL POLICIES OF SHAREHOLDERS INTERESTS. 5.1 ISSUANCE GENERAL POLICIES. ENERMAS LATINOAMÉRICA promotes a Private Offering through the OTC Trading Systems in Mexico, where a Private Equity Investment Fund is constituted as a Debt Instrument, with Simple Bonds Series “B” Initial Issuance under the terms and conditions established in the Convertible Participative Private Equity Investment Agreement and is obligated to fully comply with Return based on the annualized Net Rate of 36% and buyback of Simple Bonds to Series “B” Shareholders in liquidation Fund term; with the understanding that in the OTC Market in Mexico, Simple Bonds that cover Shares Series “B” are NOT required to be registered in the National Securities Registry (RNV) maintained by the National Banking and Securities Commission (CNBV), as established in articles: 1, Sections III and IV; 2, Section XXIV; 8, Sections II and IV; and, 232, Section III, of the Securities Market Law in force in Mexico.

5.2 PROTECTION MECHANISMS FOR SHAREHOLDERS INTERESTS / CORPORATE GOVERNANCE.

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5.2.1 THE MANAGER. ENERMAS LATINOAMÉRICA as Private Equity Investment Fund as a Debt Instrument Issuer and Manager, is a newly created company. For a more detailed description of Manager Organization form, see section “V. The Manager” and Exhibit I of this Prospectus.

A Manager Structure description to perform Investments, as well as its monitoring and exit process, by ENERMAS LATINOAMÉRICA can be found in section “III. Transaction Structure - 4 Business Plan and Investments and Divestments Schedule - 4.6 Investment Process” of this Prospectus.

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In accordance to the provisions of the Convertible Participative Private Equity Investment Agreement and subject to the powers of the Investment Committee, Series “B” Shareholders Meeting. ENERMAS LATINOAMÉRICA will have the mandate to issue Simple Bonds Series “B” and act on behalf of the Private Equity Investment Fund as a Debt Instrument in connection with portfolio management, investments, distributions, and other administrative services related to Fund’s Equity Investments. A description of the main terms and conditions of such Convertible Participative Private Equity Investment Agreement can be found in section “III. Transaction Structure - 3. Transaction Documents Description - 3.1 Convertible Participative Private Equity Investment Agreement” and Exhibit 4 of this Prospectus.

In order to focus invested resources in viable projects and minimize risks associated to Investments, ENERMAS LATINOAMÉRICA has developed a rigorous Investment process that takes advantage of Human Asset experience that supports it, applying best market practices.

This comprises an actions and processes series focused on opportunities materialization in different sectors. ENERMAS LATINOAMÉRICA Investment Process contemplates the opportunities, analysis, structuring, monitoring generation and investments exit; this will be based on a continuous Corporate Government feedback and decisions according to their attributions. ENERMAS LATINOAMÉRICA investment process is developed in section “III. Transaction Structure - 4. Business Plan and Investments and Divestments Schedule - 4.6 Investment Process” of this Prospectus.

ENERMAS LATINOAMÉRICA has an organizational structure to manage, control and support Investments transactions, as described in section “V. The Manager - 1. General Description 1.2 Business Description - 1.2.5 Organizational Structure” of this Prospectus.

Private Equity Investment Fund as a Debt Instrument Corporate Governance contemplates Investment Committee conformation, which is internal to Manager, to which Investments, Divestments and any aspect related thereto are submitted and approved. Investment Committee is an ENERMAS LATINOAMÉRICA central body for making decisions regarding to Investments. Investment Committee integration and operation is described below.

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Investment Committee members will be subject to confidentiality obligations foreseen in the Convertible Participative Private Equity Investment Agreement and in accordance with the provisions of article 380 of the Securities Market Law, to avoid and disclose conflicts of interest they have or could have in relation to the matters that are presented to them due to their work as Investment Committee members.

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5.2.2 INVESTMENT COMMITTEE. Within Investment process, ENERMAS LATINOAMÉRICA as Manager body for decision making by with respect to Investments and Divestments approval, will be Investment Committee; which is a Manager’s internal committee that will be formed by members number that may be Manager’s officers or external persons, as deemed convenient, for its purposes; same that will be appointed exclusively by ENERMAS LATINOAMÉRICA.

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Investment Committee will meet whenever necessary to approve an Investment or a Divestiture as described in section “III. Transaction Structure - 3. Transaction Documents Description - 3.1 Convertible Participative Private Equity Investment Agreement - 3.1.10 Investment Approval Process” of this Prospectus. Investment Committee decisions shall include general terms and conditions authorization for definitive agreements execution in transactions in respect of Investments and Divestments. Once an Investment or Divestment has been approved by Investment Committee, as described in the above-referenced sections of this Prospectus. Investment Committee shall meet with at least 3 members who are Key Officers and shall make decisions by a majority vote of its members, and such meeting may be held by telephone or any other means of digital communication that permits communication among the participants in such meeting.

Investment Committee shall prepare and update files that include information related to each Investment opportunity analyzed by such Investment Committee, whether the same is to be or has been rejected by the same, which files shall document Fund’s Investment process implementation, described in section “III. Transaction Structure - 4. Business Plan and Investments and Divestments Schedule - 4.6 Investment Process”; access to a copy of the White Papers shall be made available to External Auditors upon request.

5.2.3 SHAREHOLDERS’ MEETING. Simple Bonds Series “B” represent the Variable Capital Share of Class II of ENERMAS LATINOAMÉRICA as established in Article: Nineteenth, Section: II of the Company’s Bylaws; in accordance with the provisions of Articles: 13, Section III of the Securities Market Law; 17, 112 second paragraph, 113 of the General Law of Commercial Corporations. Such Simple Bonds may be subscribed by domestic or foreign persons, in accordance with the provisions of Article: Nineteenth, Section: V of the Company’s Bylaws. Since the Company is of Mexican nationality and foreigners are admitted, as established in Article Five of the Company’s Bylaws and Clause Five of the Company’s Shareholders’ Agreement; in accordance with the provisions of Article 14 of the Regulations of the Foreign Investment Law and the National Registry of Foreign Investments.

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Shares Series “B” are part of Class II, which DO NOT grant corporate rights to its Shareholders as established in Article: Twenty First of the Company’s Bylaws; in accordance with the provisions of Article 13, Section III, paragraph a) of the Securities Market Law and will only enjoy those minimum rights established in Articles: 16 of the Securities Market Law; 18, 19, 20 and 22 of the Foreign Investment Law; 22 of the Regulations of the Foreign Investment Law and of the National Registry of Foreign Investments.

Simple Bonds Shareholders may meet in a Special Meeting of Series “B” Shareholders to resolve issues that uniquely affect the corresponding Series. For purposes of attendance quorum calculating for Series “B” Shareholders’ Meetings, the number of Outstanding Simple Bonds will be taken as a basis.

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6. RELEVANT DEBTORS. Private Equity Investment Fund as a Debt Instrument obligations related to Simple Bonds Series “B” Initial Issuance do not depend in whole or in part on debtors of the Private Equity Investment Fund as a Debt Instrument.

7. MANAGER’S FEES, COSTS AND EXPENSES. 7.1. MANAGEMENT FEES. ENERMAS LATINOAMÉRICA as Issuer and Manager will be entitled to receive as fees for services supply described in the Adhesion Agreement (during the term) and the Series “B” Shareholders must pay to the Manager, Management Commission for Management of Series “B” during Investment Term and until its conclusion (but without considering possible extensions thereof); Management Commission of Series “B” for Fund Management will be of 1. 5% per annum on amount resulting from subtracting Initial Issuance Expenses, Independent Advisor Expenses Reserve and the amount corresponding to any Divestments or Capital Losses; with the understanding that when we refer to Returns based on the Net Rate, these already include discounts related to Management Fee Expenses, indicated in: “III. Transaction Structure - 4.

Business Plan and Investment Schedule - 4.3 Investments and Divestments Schedule” of this Prospectus.

7.2 OTHER COSTS AND EXPENSES. Fees and distributions payable to ENERMAS LATINOAMÉRICA as Issuer and Manager described above, Private Equity Investment Fund as a Debt Instrument is expected to incur Initial Issuance Expenses of the Fund, which are described in the definition of this term under section “I. General Information - 1. Glossary” of this Prospectus. Such Expenses may be incurred initially by the Issuer and Manager, in which case they must be reimbursed to Issuer and Manager.

For a payment mechanism description of such expenses, see section “III. Transaction Structure - 1. General Description - 1.5 Fund Structure and its Investments” of this Prospectus.

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There are no other third parties obligated to Private Equity Investment Fund as a Debt Instrument and/or Simple Bonds Shareholders Series “B”.

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8. OTHER THIRD PARTIES OBLIGATED TO THE FUND AND/OR WITH SHAREHOLDERS.

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9. TRANSACTIONS WITH RELATED PARTIES AND CONFLICTS OF INTEREST. As of this Prospectus date, there are no transactions with Related Persons of ENERMAS LATINOAMÉRICA and no conflicts of interest as Private Equity Investment Fund as a Debt Instrument Issuer and Manager. In section “V. The Manager - 1. General Description - 1.5 Transactions with Related Persons and Conflicts of Interest” there is a chapter where possible conflicts of interest that could arise are discussed in detail; policies and guidelines to avoid conflicts of interest existence, as well as mechanisms to align interests of ENERMAS LATINOAMÉRICA with those of Shareholders Series “B”.

As an exception to perform transactions procedure with Related Persons established in the Convertible Participative Private Equity Investment Agreement as Debt Instrument and in any of Transaction Documents.

“DESARROLLO E INNOVACIÓN POR INVESTIGACIÓN TECNOLÓGICA DIXIT S.A. DE C.V.” who will have the character from this moment as Strategic Partner of ENERMAS LATINOAMÉRICA as Issuer and Manager as described in this Prospectus, may, directly or indirectly through any of its Affiliates that may be constituted at any time, within the effective date of Simple Bonds Series “B”, with which ENERMAS LATINOAMÉRICA may cover the figure of Co-investor with any Strategic Partner as a Third Co-investor, where they could participate together through a Cluster, Consortium, Joint Venture, and/or Co-investment in Promoted Projects in the energy, environment and infrastructure sectors and in the Parallel Vehicles, if applicable, without the need of approvals by the Series “B” Holders Meeting and/or the Investment Committee, including those referred to in sections: “I. General Information - 2. Executive Summary - 2.5 Third Party Co-investors” and “III. Transaction Structure - 5. General Policies of the Issue and Protection of the Interests of the Shareholders - 5.2 Mechanisms for the Protection of the Interests of the Holders / Corporate Governance of the Fund - 5.2.1 The Manager” of this Prospectus.

IV. ENERGY AND INFRASTRUCTURE INVESTMENTS IN MEXICO. 1. INTRODUCTION.

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Investments in energy, environment and infrastructure sectors are a fundamental factor in development of more inclusive and competitive societies, improving life quality and population well-being by making access to water more efficient, goods and people transportation by air, land and sea, as well as production, transportation and commercialization optimization of energy, considered primary inputs for industry and the home. As in other countries, in Mexico, the Federal Government has focused its efforts on promoting investment in energy and infrastructure as a priority to allocate public spending appropriately.

In this sense, in the last six-year administrations, various agencies have sought to correct their liquidity by divesting assets and using new financing schemes, as well as opening up direct

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private investment through concessions. This created opportunities for private participation since, according to Ex-Presidents, the country needed to perform projects regardless of financing origin, public or private.

It must be highlighted that one of the factors that made Private Capital viable access was through the Public Private Partnership (PPP) Law, which was enacted in 2012; with the purpose of promoting development through new energy and infrastructure projects in Mexico. As a result of Energy Reform, Public-Private Partnerships were facilitated in activities of oil refining, natural gas processing, transportation, storage and distribution of hydrocarbons, liquefied petroleum gas and petroleum products or the generation of electricity within the national energy industry. This represented for a few, the great opportunity to satisfy their needs, taking advantage of the country’s problems within energy and infrastructure sectors at that time.

Therefore, energy and infrastructure sectors, as well as government itself (at that time), presented an important opportunities portfolio, which required players with access to financing, as well as experience and capacity to act as partners that would facilitate optimal projects structuring. Private participation schemes in public projects undoubtedly marked investment trend in energy and infrastructure in Mexico, derived from advantages and lack of budget. Thus, the National Registry of Securities in the Stock Market testifies to the issuance of Stock Certificates, which generated Funds through Trusts that met the same financial and administrative needs of development projects implemented in energy and infrastructure, which were necessary at that time to be performed by means of the Capital Invested in the Administrations of those six-year periods of the Country.

Given the environment of crisis and instability that has negatively impacted financial markets at an international level, it has influenced Mexico in making investment decisions, in search of the best option to make short-term investments that would guarantee a return based on a net rate, with the lowest risk in projects that are performed within energy and infrastructure sectors, which have not suffered serious losses in the period of time of this COVID 19 health contingency.

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Let us work together to lay the foundations of Mexico as a country on the road to development, no longer a third world country. This is the time for each one of us to do our part from our trenches and leave a legacy for future generations... Of the Mexico that can be, of the Mexico that could be, of the Mexico that it was done!

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We are convinced that Mexico is a great country, with unequaled wealth... We have everything!... but what we lacked was a Good Government. At this moment, the President of the Republic, Mr. Andrés Manuel López Obrador, is coming to give the people what the previous six presidential administrations have stolen from us so much. Creating ideal opportunities to be self-managers and self-sufficient as agents of change. For Mexico to achieve a Fourth Transformation that transcends in future generations, where there are spaces for participation by Private and Social Sectors so that we can unite, making a common front being allies by cooperating with the Public Sector, to break the paradigms of the beggars, who only know how to receive handouts of what they inherited from the old Neoliberal regime.

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ENERMAS LATINOAMÉRICA through the Private Offering promoted in the OTC Trading Systems in Mexico, where Simple Bonds Series “B” are issued, which give rise to Private Equity Investment Fund as a Debt Instrument, to position it as a flexible, viable and efficient Financial Vehicle, thus representing a new Investment opportunity for any Individual or Legal Entity in Mexico, as a Natural Person or foreign Legal Entity; who wish to invest in Promoted Projects in energy, environment and infrastructure sectors in Mexico. Simple Bonds Series “B” provide their Shareholders with a return based on the Net Rate that is guaranteed and the possibility of diversifying their portfolio with a Private Debt product that promotes and considerably increases Private Capital Investment in parallel vehicles, where all parties involved benefit and, in turn, contribute to the growth and welfare of Mexico.

2. ENERGY AND INFRASTRUCTURE IN MEXICO. 2.1 PUBLIC-PRIVATE PARTNERSHIPS IN MEXICO. Collaboration involves different dimensions without implicit cooperation to build community by aligning their activities among actors participating in a process, which requires readiness to make compromises and concessions. Collaboration involves supervision and coordination roles; it involves power and coercion to force results or impose one’s own preferences on others, with or without their approval. Towards the future it implies acquiring commitments possibility, anticipating behaviors, planning and preparing to align common activities. At individual level, it requires developing internal motivations and personal commitments around projects, organizational purposes or strategic objectives.

The need for investment and development of Energy and Infrastructure projects in Mexico is evident; therefore, on July 8, 2020, the Ministry of Energy (SENER) published in the Official Journal of the Federation (DOF) the “Energy Sector Program 2020- 2024” which, according to the document, has as its general objective “.... the rescue and promotion of energy sector to achieve energy self-sufficiency, as a necessary condition for energy security and national sovereignty...”, to strengthen Petróleos Mexicanos (Pemex) and the Federal Electricity Commission (CFE) as Productive Companies of the State; as well as the Strengthening of Decentralized Agencies and Research Institutes under the Ministry of Energy (SENER).

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The “Energy Sector Program 2020-2024”, which takes up the approaches and objectives of the “National Development Plan 2019-2024”, is divided into six priority objectives; these are the following: I. To achieve and maintain sustainable energy self-sufficiency to meet energy demand of the population with domestic production.

II. Strengthen the Mexican State’s Productive Companies as guarantors of energy security and sovereignty and as leverage for national development to trigger a multiplier effect in the private sector.

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III. To organize scientific, technological and industrial capacities that are necessary for Mexico’s energy transition throughout the 21st century.

IV. To raise efficiency and sustainability level in production and use of energy in the national territory.

V. To ensure universal access to energy, so that all Mexican society has access to it for its development.

VI. Strengthen the national energy sector so that it constitutes the basis for the development of the country as a power capable of satisfying its basic needs with its resources, through the State, social and private productive enterprises.

With respect to natural gas, the Sector Program foresees that the policies governing the natural gas market could be modified, as well as the development of new contracting schemes to encourage private participation in petrochemicals. To analyze Public Policies of Natural Gas and Storage Market, to modify them and follow up on their implementation. This will allow the new contracting models development to encourage participation of private and social sector in the petrochemical industry.

Sector Program seeks to take advantage of fuel oil for electricity generation, with emission reduction application and sulfur reduction technologies that make possible existing infrastructure use that has already been amortized, at reasonable prices for Petróleos Mexicanos (Pemex) and the Federal Electricity Commission (CFE) as State Productive Companies, depending on supply needs.

This considers that changes in regulations and decisions regarding public investment required achieving Sector Program objectives allow access to private companies, which must comply with efficiency, quality, reliability, continuity, safety and sustainability criteria for optimal operation of the National Electric System (SEN).

To achieve energy transition, the Ministry of Energy (SENER) promotes isolated or interconnected renewable energy generation. Renewable energies incorporation into national energy matrix is performed in an orderly manner, promoting available renewable resources optimal use according to each region of the country characteristics, thus ensuring compliance with efficiency, quality, reliability, continuity, safety and sustainability criteria of the National Electric System (SEN) and improving energy matrix balance.

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With this Sector Program, Mexico guarantees primary and secondary energies supply required by the economy and society, under environmental sustainability and sustainability conditions in the short, medium and long term, with Private Initiative participation, which would have advantages in Public-Private Partnership (PPP) implementation compared to other Public Infrastructure Projects execution forms, and according to Private Participation degree among which stand out the Joint Ventures, BOOT Projects (Build-Own-Operate-Transfer), DBO (Design-Build-Operate), leases and management and operation agreements. Public-Private Partnerships (PPP) incorporate Private Financing in productive and social infrastructure development with a significant improvement purpose offering quality of related services, and/

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or extending them towards areas with deficient coverage, which would allow foreseeing even greater incidence of this contractual form in the immediate future.

“Energy Sector Program 2020-2024.”

Source: http://dof.gob.mx/nota_detalle.php?codigo=5596374&fecha=08/07/2020

ENERMAS LATINOAMÉRICA as Private Equity Investment Fund as a Debt Instrument Issuer and Manager, submits a short-term vision to the Prospective Investors as Strategic Partners, to set the course towards where we want to go together. In accordance with the provisions of the Second Article in Point: 3, beginning u), of the Company’s Bylaws, which reads as follows: “... As part of the Private Initiative in Mexico, the Company may enter into any PublicPrivate Partnership (PPP) legal instrument to be entered into (related to the activities established in its Corporate Purpose), in accordance with the Applicable Legislation in any jurisdiction...”. Therefore, we emphasize that the Public-Private Partnership can take shape in institutional arrangements framework for decisions on matters of public interest coproduction, joint ventures, or through different long-term contractual mechanisms aimed at Private Capital Financing in infrastructure development, among other possibilities that are presented in Mexico.

An alliance of Mexican Companies with Foreign Companies is vital for Public-Private Partnership with the State Productive Companies or with the Institutes under the Ministry of Energy (SENER); but it must be emphasized that ENERMAS LATINOAMÉRICA, as an Investment Promotion Company of Variable Capital, of Mexican nationality with acceptance of foreigners (in accordance with Article 14 of the Regulation of the Foreign Investment Law and the National Registry of Foreign Investments), has the advantage of participating in OTC Markets in Mexico as in any jurisdiction where Mexico has bilateral agreements or treaties; that it can receive financing from a Partner or temporary Shareholder of a Series “B” Social Participation; without the Governmental Authority considering it as a Foreign Investment; therefore it is feasible to facilitate a Conglomerate through Clusters, Consortiums, Joint Venture and/or Co-investment participation in matters related to the Regulatory Law of Article 27 of the Mexican Constitution in energy sector.

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The Law of Public-Private Partnerships (PPP), which was published on Monday, January 16, 2012 in the Official Gazette of the Federation, with the purpose of promoting new projects development with Private Capital access, related to energy, environment and infrastructure sectors in Mexico.

A Public-Private Partnership (PPP) is an agency relationship in which the Government acts as principal, and private investor is commissioned for design, execution and management of a long-term investment project, transferring to it the responsibility for delivery of public goods or services, linking return and utility of Investment to sustained and high quality project performance. This contractual features form requires institutional and organizational designs different from those for service provision.

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Public Private Partnership (PPP) Law provides benefits for private investors, such as the following: • It prioritizes Private Investment over Public Investment.

• Encourages new schemes in Multiannual Budgets.

• Proportional risks distribution.

• Allows Investors to submit Projects without having been summoned and to receive reimbursement for expenses incurred.

• It provides that proposals evaluation be based on Cost-Benefit criteria and disposition that favors agility in the bids.

• Allows negotiation and, if necessary, property expropriation for projects development.

• Allows Agreements modification to recognize surviving circumstances existence.

• It grants amount reimbursement of Investments performed in the case of an early termination.

• It solves technical or economic differences controversies between the parties, based on experts or arbitration.

• In the absence of public resources, it facilitates assets divestments.

Private participation in the Public-Private Partnership in Mexico:

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All of the above can be classified by source of payment according to the following: Pure federal budgetary resources.

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Combined: a) Budgeted Federal Resources. b) Non-Budgeted Federal Resources.

Self-financing: a) Private Resources. b) Revenues generated by the Project. c) In-kind contributions from the Public Sector in the execution stage (Investment).

Through Private Participation, as advantages of Public-Private Partnerships (PPP) over traditional Investment, the State could achieve: The State does not invest during construction, it pays when it receives the service.

It reduces budgetary pressure and does not generate public debt.

The State diversifies and transfers its risks.

Adequate operation and maintenance, improvements in the quality of service.

Electricity Industry Law and the Hydrocarbons Law allow Association of State Productive Companies with Private Sector to undertake projects along the value chain of both industries.

Private Associations with Petróleos Mexicanos (Pemex) and Comisión Federal de Electricidad (CFE), as State Productive Companies, through their respective Boards of Directors, may enter into Associations with respect to their Subsidiaries, with Individuals or Legal Entities of the Public, Private or Social Sectors, national or international.

Therefore, energy and infrastructure sectors, as well as the Government itself, present a portfolio of important opportunities, which require players with access to financing, as well as experience and capacity to act as partners to facilitate the optimal structuring of the projects.

2.2 STATE-OWNED PRODUCTIVE ENTERPRISES. With the constitutional reform on energy matters approved on December 20, 2013, a legal framework was established for the operation of t National Energy System, which generated transformation of Petróleos Mexicanos (PEMEX) and the Comisión de Electricidad (CFE) into State-owned Productive Enterprises.

In this way, a new public policy design was established, in line with international practices, which contemplates the separation of roles according to the following:

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I) Economic conditions for bids and contracts.

II) Tax collection.

I) Environmental and industrial safety policies design.

State-owned productive enterprises:

I) Gas pipeline operator.

I) National Electric System Operator.

I) Budgetary autonomy.

II) Subject to financial balance and personal services ceiling.

III) Autonomous budget projects.

IV) Competitive remuneration regime.

V) Procurements are excluded from Procurement Laws application.

I) Technical advice to SENER. II) Regulates and supervises surface reconnaissance and exploration, as well as extraction, including production collection points.

III) Bids and signs contracts for E&P. IV) Manages E&P assignments and contracts.

I) Regulates, supervises and sanctions in matters of industrial and operational safety, as well as environmental protection.

Source: Sistema Energético Nacional (SEN).

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II) Selection and assignment of areas and bidding.

I) Regulates and grants permits for transportation, storage, distribution, compensation, liquefaction and regasification, and sale to the public of oil, gas and their derivatives.

II) Regulates electricity generation, transmission, distribution and commercialization.

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I) Energy policy to guarantee supply.

Regulatory Bodies:

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Public Policies Design:

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The Federal Government has been open to incorporate comments from potential Investors, which has contributed to reaffirm their confidence. The Ministry of Finance and Public Credit (SHCP) and the National Hydrocarbons Commission (CNH) have performed modifications to the model contract and the bidding conditions. Adjustments and changes performed are based on international practices in order to provide legal certainty to operators. Among the changes made are improvements in: I. Conditions for submitting proposals.

II. Performance and corporate guarantees.

III. Administrative and contractual termination.

IV. Insurance, V. Development plan, evaluation and minimum work program.

VI. National Content VI. Transparency and national security.

Specifically, prequalification criteria have varied significantly for onshore fields in comparison with criteria for shallow waters, being more accessible for national and/or recently created companies (as is the particular case of ENERMAS LATINOAMÉRICA).

Under the new legal environment, Petróleos Mexicanos (PEMEX), Gas y Petroquímica Básica stopped operating its gas pipeline network. The Centro Nacional de Control de Gas Natural (CENAGAS) is in charge of the management, administration and operation of the Sistema de Transporte y Almacenamiento Nacional Integrado de Gas Natural (SISTRANGAS), to guarantee continuity and safety in the provision of services and open access to the pipeline infrastructure. This break in the vertical integration of Petróleos Mexicanos (PEMEX) opens new business opportunities for Public-Private Investment in Mexico.

The pipeline backbone network presents important opportunities for public-private investment in modernization, rehabilitation and safety monitoring of pipelines, since most of them have not received required maintenance levels.

2.2.1 PETRÓLEOS MEXICANOS TRANSFORMATION (PEMEX).

As part of its reorganization process, Petróleos Mexicanos (PEMEX) transformed its enabling units into subsidiaries that will require financing. In addition, subsidiaries were created in cogeneration, fertilizers and ethylene.

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The subsidiaries created by Petróleos Mexicanos (PEMEX) and the investment opportunities are listed below: Exploration and extraction of oil and gas.

May participate in bidding rounds.

Can create alliances and associations for farmouts.

It has: 30 thousand wells and 300 platforms.

Provides drilling, completion and workover services.

Acquisition, Modernization and optimization of drilling equipment.

Can create alliances and associations with private companies to provide services.

It has: 56 land drilling rigs; 19 marine drilling rigs; 32 drilling rigs; and 178 well service units.

It is the eighth largest oil producer in the world, the most important company in Mexico and one of the largest in Latin America.

Promotes transportation and storage services through pipelines, maritime and land means, and performs naval repairs.

It has: 32 kilometers of pipelines; 56 pumping and compression stations; 10 liquefied gas terminals; 17 tankers and 520 tank cars.

Activities of refining, transformation, processing, importation, commercialization, retailing, preparation and sale of hydrocarbons, petroleum products, natural gas and petrochemicals.

It has 6 refineries, 9 gas processing centers and 2 petrochemical complexes.

Generation, supply and commercialization of electric and thermal energy, including that produced in electric and cogeneration plants.

Production, distribution and marketing of ammonia, fertilizers and their derivatives, as well as the rendering of related services.

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Source: Diario Oficial de la Federación April 28, 2015 (Deconcentrated or decentralized agencies - Creation of State Productive Companies, Subsidiaries of Petróleos Mexicanos).

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Production, distribution and marketing of methane, ethane and propylene derivatives, for its own account or for the account of third parties.

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2.2.2 VALUE CHAIN OF THE OIL INDUSTRY. The Hydrocarbon Value Chain has very strong ties to technology, which allows all processes to be sustainable throughout oil and gas life cycle. In Mexico, this value chain has been developing as the sector opens its horizons to new opportunity areas, allowing processes to be more precise.

The Hydrocarbon Value Chain is divided into three stages: Upstream, Midstream and Downstream.

Exploration and Production:

Refining:

Transportation and storage:

Federal Government manages oil resources, through allocations to PEMEX and shared-utility contracts between PEMEX and private parties.

Private sector supports oil refining and basic petrochemicals production, subject to permission from Federal Government and secondary petrochemicals.

Private investment may participate in the transportation, storage and sale of gasoline, diesel and other products with the prior permission of the Federal Government.

Source: Petróleos Mexicanos (PEMEX).

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2.2.3 COMISIÓN FEDERAL DE ELECTRICIDAD TRANSFORMATION (CFE).

In accordance with the new legal framework, the Federal Electricity Commission (CFE) has established six Subsidiary Production Companies (EPS) for Generation, one for Transmission, one for Distribution, one for Basic Supply, one for Internet for All and several Subsidiaries and Business Units.

Source: Comisión Federal de Electricidad (CFE)

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CFE’s Subsidiary Productive Companies are: They generate electric energy by means of any technology in the national territory. They are divided into 6 different companies.

It provides the public electric power transmission service and carries out the financing, installation and operation of the transmission infrastructure.

It provides the public electric power distribution service and carries out the financing, installation and operation of the distribution infrastructure.

It provides the Basic Supply in terms of the provisions of the Electric the provisions of the Electricity Industry Law (Ley de la Industria Eléctrica, LIE).

CFE’s subsidiaries are:

It is the country’s dominant electricity company and the second most powerful stateowned company in the country after PEMEX.

It provides electric energy commercialization services, which purchases electricity in the Wholesale Electricity Market (MEM) in order to provide electric service to Qualified Users with whom it has a supply contract and is responsible for them before CENACE; in terms of the provisions of the Electricity Industry Law (LIE), the Electricity Industry Law (LIE), the Electricity Industry Law (Ley de Industria Eléctrica) and the Electricity Industry Law (Ley de Industria Eléctrica).

Manage legacy interconnection contracts, surplus power purchase and sale agreements and other and other associated contracts subscribed by the CFE and signed by CFE and subscribed by it in connection with such contracts; Imports and exports fuels and contracts for the transportation, storage and transportation, storage and commercialization of fuels. and the elaboration of studies.

It competes in the international fuel and electricity market in the United States of America.

Manages all types of trusts and their assets, including energy and infrastructure investment trusts infrastructure investment trusts constituted in accordance with the established in accordance with current tax legislation.

Provides public service in Telecommunications and Internet for Internet for All, not-for-profit, to guarantee the right to access guarantee the right of access to Information and Communication Technologies (ICT), including broadband and Internet including broadband and internet to the population that does not these services.

Provides natural gas supply services to CFE-owned to CFE-owned plants, such as the distribution of its own distribution of its own plants, as well as the trading electricity in the wholesale market, or converting or converting generators to Natural Gas.

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Source: Electricity Industry Law (LIE).

2.2.4 POWER MARKET CONTROL. Greater openness to direct private investment since, according to the Electricity Industry Law (LIE), new players can participate by directly selling their electricity in the market through auctions and in the spot market. In parallel, there is the possibility of cogeneration of electricity with Petróleos Mexicanos (PEMEX) and support and financing for new and existing plants from the Comisión Federal de Electricdad (CFE). The opportunities to invest in combined

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cycle plants will be greater than the projects promoted by the State Productive Company, given that there are nodes with generation costs above the cost of this technology.

Source: Ministry of Energy (SENER) - Electricity Market Bases.

2.2.5 POWER INDUSTRY VALUE CHAIN.

CFE Transmission and CFE Distribution.

CFE Basic Supply and CFE Qualified and Private.

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2.2.6 CLEAN ENERGY CERTIFICATES (CEL).

The Energy Regulatory Commission (CRE) developed a Clean Energy Certificates (CEL) mechanism that will allow different technologies to compete with each other, thus reducing costs. Clean energy generators will receive a Clean Energy Certificate (CEL) for each MWh produced, which can be sold in the market where demand and supply will determine its price.

For this purpose, the Energy Regulatory Commission (CRE) determines a mechanism through which the obligated parties, purchasers of the Clean Energy Certificates (CEL), comply with their obligations.

This means that large consumers must back up their total energy consumption with a specific percentage of clean energy. During the compliance period, the Energy Regulatory Commission (CRE) requests the obligated participants to cover their requirement and the certificates presented are withdrawn from the market.

ENERGY TYPES.

Wind.

From the wind.

Solar.

Solar radiation use in all its forms

Nuclear.

Generation of electricity from nuclear energy, which is reserved to the Mexican State, in accordance to Article 27 of the Mexican Constitution.

Hydrogen.

Harnessing hydrogen either by combustion or by use in fuel cells.

Agricultural shale or Sugar Mills.

Solid waste. with gasification or molecular plasma processes for waste treatment.

Sugar mills.

Use of waste from sugar mills.

Co-generation.

Produced with steam or other types of secondary thermal energy.

Tidal.

Tidal, wave, ocean current and salt concentration gradient.

Methane: Harnessing the calorific value of methane and other associated gases.

Bioenergy. Fuels obtained from biomass, from organic matter.

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Heat from geothermal reservoirs.

Exploitation of natural heat from the earth’s interior.

Thermal Power Plants With geological storage or biosequestration of CO2

Source: Electricity Industry Law (LIE).

Hydroelectric.

Harnessing the gravitational potential energy possessed by the water mass of a natural waterway.

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2.2.7. BODIES UNDER THE MINISTRY OF ENERGY (SENER).

THE MINISTRY OF ENERGY (SENER).

I. It is in charge of designing, planning, executing and coordinating public policies in energy area.

II. To oversee that energy policy is conducted in accordance with environmental protection and sustainable development; to manage natural energy resources that the Constitution considers nation’s property and that are strategic for country’s economy.

III. To grant and revoke concessions to individuals for energy resources exploitation.

IV. To head the boards of directors of Petróleos Mexicanos (Pemex) and Comisión Federal de Electricidad (CFE).

V. To promote private parties participation, under applicable provisions terms, in energy use and generation, in compliance with environmental legislation.

VI. To perform and promote studies and research on energy savings, structures, costs, projects, markets, prices and tariffs, assets, procedures, rules, standards and other aspects related to energy sector, and to propose, as the case may be, the appropriate actions.

VII. To regulate and, as the case may be, issue Mexican Official Standards (NOM) on production, commercialization, purchase and sale, quality conditions, energy supply and other aspects that promote modernization, efficiency and development of sector, as well as to control and oversee their due compliance.

VIII. To regulate and, as the case may be, issue Official Mexican Standards (NOM) regarding Nuclear Safety and Safeguards, including those related to use, production, exploitation, transportation, sale, import and export of radioactive materials, as well as to control and oversee their due compliance.

IX. To keep oil registry.

2.2.8. DECENTRALIZED AGENCIES UNDER THE MINISTRY OF ENERGY (SENER).

TYPE:

LOGO:

ORGANIZATION: National Commission for Nuclear Security and Safeguards (CNSNS).

Source: Ministry of Energy (SENER).

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National Commission for the Efficient Energy Use (CONUEE).

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NATIONAL COMMISSION FOR NUCLEAR SAFETY AND SAFEGUARDS (CNSNS).

The National Nuclear Safety and Safeguards Commission (CNSNS) was created by Decree published in the Official Gazette of the Federation (DOF) on January 26, 1979, in order to comply with international commitments to have an independent and competent regulatory body for the Nuclear Law; its direct functions are established in Chapter VI, Article 50 of the Regulatory Law of Article 27 of the Constitution on Nuclear Matters.

Source: https://www.eird.org/wiki/images/Funciones_de_la_CNSNS.pdf Its objective is to ensure and oversee compliance with nuclear, radiological, physical and safeguards safety standards in facilities involving the use of radioactive materials, ionizing radiation sources (except for diagnostic X-rays, which are the responsibility of the Ministry of Health) and nuclear fuels and materials.

Source: National Nuclear Safety and Safeguards Commission (CNSNS).

NATIONAL COMMISSION FOR THE EFFICIENT USE OF ENERGY (CONUEE) The National Commission for the Efficient Use of Energy (CONUEE) was created through the Law for the Sustainable Use of Energy, by Decree published in the Official Gazette of the Federation (DOF) on November 28, 2008, as the successor of the National Commission for Energy Saving (CONAE), which had been operating since 1989.

Its main objective is to promote energy efficiency and act as a technical body for the sustainable use of energy; its task is to promote and provide technical assistance for the efficient use of energy, by promoting best practices such as energy management systems and cogeneration use, in addition to recognizing, through voluntary agreements, those who are committed to improving their energy performance.

This Commission has helped Petróleos Mexicanos (PEMEX) and Comisión Federal de Electricidad (CFE) to identify opportunities to optimize systems energy performance, facilities and processes, as well as to improve their energy management practices. It also oversees compliance with provisions that require a set of actions.

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As a fundamental pillar, the standardization program, established in 1993 in compliance with the Federal Metrology and Standardization Law, now has 32 Official Mexican Standards (NOM) that are permanently updated and require equipment that represents more than 60 percent of final energy consumption to be as efficient as the best in the world.

In the state and municipal context, the Commission supports municipalities in developing cost-effective public lighting and water pumping projects. At the same time, it promotes the adoption of building codes that include energy efficiency aspects in new construction.

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In the transportation sector, it works with chambers and associations to implement best practices in the operation of vehicles and fleets. It also provides guidance to the public on the fuel efficiency characteristics of automobiles.

For small and medium industry, the Commission develops pilot programs for energy efficiency and the use of solar energy, the adoption of energy management systems, as well as a set of guides and videos that provide guidance on the efficient use of electricity and fuels.

In the real estate sector and working together with private real estate operators, they have a system for evaluating and rating commercial buildings, which allows identifying and recognizing those that operate with the highest levels of energy efficiency.

In the international context, the Commission’s work is an international reference for programs and actions aimed at energy efficiency.

Source: National Commission for the Efficient Use of Energy (CONUEE).

TYPE:

LOGO:

ORGANIZATION: National Energy Control Center (CENACE).

National Natural Gas Control Center (CENAGAS).

Decentralized Organizations.

National Institute for Nuclear Research (ININ).

National Institute of Electricity and Clean Energies (INEEL).

Source: Ministry of Energy (SENER).

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NATIONAL ENERGY CONTROL CENTER (CENACE).

The National Energy Control Center (CENACE), is a decentralized public agency, created by Decree published in the Official Gazette of the Federation (DOF) published on August 28, 2014; whose purpose is to exercise the Operational Control of the National Electric System; the Operation of the Wholesale Electricity Market and guarantee impartiality in the access to the National Transmission Network and the General Distribution Networks.

As Independent System Operator, it performs its functions under efficiency, transparency and objectivity principles, complying with quality, reliability, continuity, safety and sustainability criteria in the National Electric System operation and control.

It performs Wholesale Electricity Market operation under conditions that promote competition, efficiency and impartiality, through the optimal allocation and dispatch of the Power Plants to satisfy the National Electric System energy demand.

It is responsible for formulating the National Transmission Network and the General Distribution Networks expansion and modernization programs, which if authorized by the Ministry of Energy (SENER) are incorporated into the National Electric System Development Program (PRODESEN).

Source: National Energy Control Center (CENACE).

NATIONAL NATURAL GAS CONTROL CENTER (CENAGAS).

The National Natural Gas Control Center (CENAGAS), created by Decree published in the Official Gazette of the Federation (DOF) on August 28, 2014, to be the independent manager and the Integrated National Natural Gas Transportation and Storage System administrator (SISTRANGAS), and as a natural gas transporter, operating and maintaining its own pipelines.

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It has the following objectives: To guarantee natural gas reliable and safe supply, which is its own way and will allow for a less uncertain supply to increase productivity in many sectors of the national economy; Achieve greater competition in natural gas transportation sector; Improve planning, so that the system operates more efficiently; Decrease gas transportation tariffs, so that consequently, it is possible to reduce electricity tariffs.

The Provision of Natural Gas Transportation Services of the National Gas Pipeline System (TCPS), the firm transportation service consists of the reception of the Confirmed Quantity of Natural Gas at the Reception Point plus the amount corresponding to the Natural Gas Fuel Charge, up to the Maximum Daily Quantity specified in the respective Contract, and the delivery of the Confirmed Quantity at the Delivery Points stipulated in said Contract, discounting the amount corresponding to the Natural Gas Fuel.

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Source: The National Natural Gas Control Center (CENAGAS).

NATIONAL INSTITUTE FOR NUCLEAR RESEARCH (ININ).

The National Institute for Nuclear Research (ININ) was created by Decree published in the Official Gazette of the Federation (DOF) on January 26, 1979, as a decentralized public agency of the Federal Government with its own legal personality and assets, coordinated by the Ministry of Energy (SENER).

According to the Regulatory Law of Article 27 of the Constitution on Nuclear Matters, published in the Official Gazette of the Federation (DOF) on February 4, 1985 and its last amendment published in the Official Gazette of the Federation (DOF) on April 9, 2012, the National Institute for Nuclear Research (ININ), aims to conduct research and development in nuclear science and technology field, as well as to promote peaceful uses of nuclear energy and disseminate the advances achieved to link them to the economic, social, scientific and technological development of the country.

The National Institute for Nuclear Research (ININ) supports human capital in nuclear sciences and related subjects development through opening of its facilities and the advice of its researchers for the completion of bachelor’s, master’s and doctoral theses, internships, professional residencies and internships, and social service. In addition to perform its function as a public entity of the Federal Government, promoting and expanding nuclear techniques and technologies in the public and private sectors use of the country and in its geographical area of influence.

The Institute’s work is performed in energy, health, environment and industry fields. Its strengths derive from its knowledge and experience in nuclear industry where best practices, risk management, and technology knowledge to find solutions to real problems in the country predominate. Most of its researchers belong to the National System of Researchers (SNI) and the scientific production of the Institute itself, which has been increasing over the years.

The Institute’s infrastructure, which was once the most modern, has become obsolete, hindering the work entrusted to this technological arm of the Ministry of Energy (SENER).

Therefore, the Institute requires Public-Private Investment aimed at renewing, modernizing and increasing its infrastructure in order to further develop nuclear science and technology with national content. This will allow it to offer more and better services to Mexican society.

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In this way, the Institute will continue to operate and grow, bringing science and technological development closer to Mexicans and fully complying with its obligations under Article 43 of the Regulatory Law of Article 27 of the Constitution on Nuclear Matters. Thus, with the PublicPrivate Financial Leverage, the Institute’s finances will be strengthened, allowing it to support consolidated areas and generate research programs aimed at benefiting Mexico.

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Regarding to nuclear energy area, the Institute’s infrastructure will be strengthened, which will have a positive impact in particular by supporting the Laguna Verde Nuclear Power Plant (CNLV) – Comisión Federal de Electricidad (CFE) in all service areas that could be provided in terms of materials and/or systems that would have a favorable Cost-Benefit in the exercise of its Budget. It is important to emphasize that the Laguna Verde Nuclear Power Plant (CNLV) -Comisión Federal de Electricidad (CFE) produces the cheapest electric energy and, since it does not emit greenhouse gases, it would be the backup source to implement the expansion programs of the electric sector through renewable energies and in this way, that the country complies with international environmental commitments.

Source: National Institute for Nuclear Research (ININ).

NATIONAL INSTITUTE OF ELECTRICITY AND CLEAN ENERGY (INEEL).

The Federal Executive enacted the Energy Transition Law, whose decree was published in the Official Journal of the Federation (DOF) on Thursday, December 24, 2015; as the successor of the Institute of Electrical Research (IIE) which by decree was published in the Official Journal of the Federation (DOF) on December 1, 1975, with new tasks and responsibilities, with a new name: Instituto Nacional de Electricidad y Energías Limpias (INEEL); to be in charge of promoting applied research and the development of technologies for the fulfillment of clean energy and energy efficiency goals, as well as the elaboration of a roadmap for the formation of technical capacities, energy administration, elaboration and implementation of public policies in energy, and other disciplines necessary to supply the human capital needs of the electricity industry; coordinating and carrying out studies and scientific or technological research projects with academic, research, public or private, national or foreign institutions in matters related to: electrical energy, clean energy, renewable energy, energy efficiency, pollutant emissions generated in the electrical industry, sustainability, transmission systems, energy distribution and storage, and systems associated with the operation.

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This benefits the Institute, in order to be in a position to provide technical and scientific support to the Ministry of Energy (SENER) to formulate, conduct and evaluate national policy on electric energy in general and clean energy in particular; This will be another of its objectives, as well as to provide technical and scientific support, in the areas of its purpose, to the agencies, organisms and Productive Companies of the State, in this case, Petróleos Mexicanos (PEMEX) and the Comisión de Electricidad (CFE); as well as to interact with the Private Initiative, and to promote and disseminate criteria, methodologies and technologies for the prevention of pollution in the electricity industry.

The Institute will continue with its task of training specialists and researchers in the areas of its specialty, as well as with the implementation of specialization and knowledge updating courses in science, technology and administration of the electricity industry and related industries.

Endorsed its activity as an energy and economic savings, and participation in innovation

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and technological development projects solutions supplier, promoting sustainable industry development. The Institute conducts and promotes scientific and technological research; disseminates and implements technologies that are adapted to national economic development; interacts with similar institutions internationally; teaches courses in science, technology and industrial management for the electricity sector; provides advisory services to the Comisión Federal de Electricidad (CFE) and companies related to the electricity industry; proposes applied research and technology programs to the Ministry of Energy (SENER) and the Comisión Federal de Electricidad (CFE); and patents and licenses developing technologies and the results of its research.

Source: Instituto de Investigaciones Eléctricas (IIE).

MEXICAN PETROLEUM INSTITUTE (IMP).

The Mexican Petroleum Institute (IMP) was created by Decree published in the Official Journal of the Federation (DOF) on August 26, 1965, in response to the need to increase technology related to the development of the petroleum, basic petrochemical, petrochemical derivative and chemical industries.

The Mexican Petroleum Institute (IMP) objectives of are: Basic and applied scientific research; Basic and applied research disciplines development; Researchers training; Scientific developments and their application dissemination in oil technology; Workers training who can perform work at the sub-professional level, within petroleum, basic petrochemical, petrochemical derivative and chemical industries.

The Institute seeks continuous improvement in order to remain competitive and satisfy the needs of the various markets in a timely and quality manner, within a framework of labor equality and non-discrimination, and in compliance with quality, safety, occupational health and environmental protection applicable regulations. Covering entire oil industry value chain operational part (from exploration to industrial transformation), offering integral solutions through engineering and technological services, such as specialized scientific, technical and technological training.

The Institute has redefined its strategy to fulfill its updated mandate: to be an enabler of technical capabilities at the service of the oil industry, public and private, national and international.

Source: Mexican Petroleum Institute (IMP)

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It should be noted that the Institute is self-sustaining, that is, it generates its own resources and the remainder is reinvested in the development of research projects.

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2.2.9. MAJORITY STATE PARTICIPATION UNDER THE MINISTRY OF ENERGY (SENER).

TYPE:

LOGO:

Majority State Participation.

ORGANIZATION:

Mexican Exploration Company.

Source: Ministry of Energy (SENER).

MEXICAN EXPLORATION COMPANY. (COMESA).

Compañía Mexicana de Exploraciones, S.A. de C.V. (COMESA) is a world-class, majority stateowned Mexican company. (COMESA) is a world-class Mexican company, majority state-owned, which was created in response to the need of Petróleos Mexicanos (PEMEX) to have an entity capable of collaborating in the operation of its exploration programs throughout the country, with majority participation of Pemex Exploración y Producción. Since its foundation, it has been self-sufficient, financing its operations with its own resources generated by the services it provides to its clients, which has allowed its development and consolidation in new markets, with emphasis on Latin America; by offering comprehensive exploration and production of hydrocarbons solutions, committed to sustainable development of Mexico.

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In Production: Technical Consultancy and Preparation of all kinds of Scientific and Research Studies, Follow-up and Monitoring of Petroleum Infrastructure Works, Technical Assistance in the Definition of Well Drilling, Engineering Development, Procurement and Construction of Surface Installations (IPC’s), Advice/Consultancy in Specialized Areas, Training and Qualification, Reservoir Characterization through the GIA- VCD (Integrated Reservoir Management) Methodology, Specialized Technical Assistance in Deepwater Development Area, Multidisciplinary Project Management (PMC’s), Well Optimization and Maintenance, Operation and Maintenance of Surface Facilities, Reliability and Operational Risk, Field Exploitation Design, Regulatory Studies, Risk Management, Facilities Certification, Engineering for Facilities Automation/SCADA/Data Management Platforms, Topographic Survey Services.

Technology to be applied in 2D, 2DHD and 3D, 3DHD, 3D3CHD Seismic Surveys: Technologies that the client decides to use during 2D and 3D seismic works, such as VTS (Vehicle Tracking

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System), VPM (Vibrator Position Management), MWL (Micro Wave Link) or its equivalent, depending on the acquisition equipment requested, Drive Control with DR (Drive Right), new software for QC (Quality Control) of seismic data, for Preliminary and Final Processing, and some others for Interactive Visualization and Interpretation; Orthomapping and Pipeline Location Studies. During the development of 2D and 3D works, state-of-the-art technologies are introduced, such as Radiotelemetric Equipment for Seismic Data Acquisition, NAVPAC (Inertial Navigation System), MV (Marine Vibrators), HFVS (High Fidelity Vibratory Seismic), 4C (Four components) and others.

Vibrator Position Management: Vibrator source position management and control NAVPAC (Inertial Navigation System): The latest in Global Positioning Satellite technology, NAVPAC; System with inertial navigation unit where GPS is not effective: GPS and inertial navigation in a single portable device. Increases productivity and reduces the impact on the environment.

NAVPAC meets and exceeds the accuracy of traditional methods.

High Fidelity Vibratory Seismic (HFVS): New acquisition methods that reduce operational time and increase quality and productivity. Integrated Oilfield Projects: the technologies applied to these studies and works have developed significantly in recent years around the world, partly due to the need to optimize the recovery of the remaining hydrocarbons in the reservoirs, and partly also due to the worldwide competition in the search for new reservoirs, in their productivity and in the commercialization of the extracted hydrocarbons.

Source: Compañía Mexicana de Exploraciones, S.A. de C.V. (COMESA)

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2.3 INFRASTRUCTURE IN MEXICO. Mexico’s infrastructure is lagging behind and below the levels observed in the last three sixyear terms (Vicente Fox Quesada, Felipe Calderón Hinojosa and Enrique Peña Nieto), which has seriously affected the country’s economic growth in terms of coverage and quality, due to the fact that investment has been insufficient and ineffective among the various sectors involved. Mexico ranks 65th in infrastructure quality, and is the 15th largest economy in the world. Mexico is attractive to invest in infrastructure because it is far from the investment recommendations made by the Economic Commission for Latin America and the Caribbean.

Private Sector in Mexico has great opportunities to be integrated in infrastructure investment projects in the legal framework that allows it to perform schemes through works in all types of economic sectors through Public-Private Partnerships (PPPs) at national, state and municipal levels, which is fundamental and strategic to boost growth and integral development having a direct impact on the national economy, by accelerating the growth rate.

Public-Private Partnerships include design, construction, operation and maintenance of works, which can generate savings in public finances at the federal and local levels (States and Municipalities) derived from savings related to efficiencies in the bidding processes and deadlines to carry them out; the above, provided that the projects are well structured.

Undoubtedly, the remainder of 2021 will also be complex; it will demand a comprehensive planning strategy, where there are opportunities to adapt and consolidate synergies between the public and private sectors; otherwise, Mexico will face a winding road to a prompt economic recovery with the passage of COVID 19 in the coming years.

2.3.1 TRANSPORTATION IN MEXICO. Transportation infrastructure plays a fundamental role in goods and passengers efficient movement. This sector has been supported in recent years by large amounts of private investment.

Although the federal highway network manages to connect most of the strategic nodes in Mexico, some stretches are saturated. Most of the problems are found at international crossings, accesses to ports and entrances to cities, known as last mile problems.

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In order to counteract saturation and improve existing conditions, investment in the main highways is focused on modernizing them to upgrade them to high specification roads; high specification being understood as those with a design speed criterion of at least 90 km/h, curves and gentle slopes, 2.5 meter shoulders, 3.5 meter lanes and adequate signaling.

Therefore, investment opportunity for private sector consists mainly of three approaches: service contracts for the construction and modernization of free highways; BOOT (Build-OwnOperate-Transfer) contracts for the construction of new toll roads; and taking advantage of the possible divestiture of assets from Caminos y Puentes Federales (CAPUFE).

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Regarding Ports, Mexico has 26 main ports (14 in the Pacific and 12 in the Gulf) controlled by the Integral Port Administrations (APIs). Under the current model, Federal Government manages the operation and development of each port, while the private sector can build and operate terminals within the port.

In the port sector, development is necessary to take advantage of the opportunities offered by the geography of the Pacific ports, which have the greatest movement of containers due to trade with the Asia-Pacific area, and the Gulf ports have the greatest movement of cargo due to oil activity, given Mexico’s privileged location between Central and South America and the United States, with access to the Atlantic and Pacific Oceans.

The Government headed by the Federal Executive, Mr. Andrés Manuel López Obrador, has Tehuantepec Isthmus project underway, which through a 300 kilometer railroad line will be the link between the Pacific and Atlantic Oceans to join the Ports of Salinas Cruz in the State of Oaxaca and Coatzacoalcos in the State of Veracruz, which will have a positive impact on the rescue of our Mexican identity by protecting, reinforcing and disseminating linguistic and cultural diversity, memory and cultural heritage of indigenous people, Afro-Mexican and similar peoples of Tehuantepec Isthmus, through actions that guarantee their participation and cultural rights. Infrastructure not only increases productivity and reduces production costs, thereby expanding commercial activity, private investment and capital accumulation, but also facilitates social development, especially when infrastructure is inserted in connectivity and social inclusion policies aimed at the most economically and socially lagging regions, while contributing to reduce inequality of opportunities.

In airports sector, the country faces important lags in terms of additional airport capacity to improve connectivity. Some of the main airports are saturated and require private investment to expand their capacity, modernize them or relocate them.

The integrated development of road networks, port infrastructure and cargo transportation services, together with airports; the modernization and expansion of energy systems, telecommunications and water supply and sanitation services, will develop comparative advantages in the interior of the country and will increase its participation in the global market in a sustained manner.

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2.3.2 WATER SUPPLY AND SANITATION SERVICES IN MEXICO. In the northern part of Mexico there is infrastructure, but water is scarce, while in the southern part of the country the situation is reversed. Geographic water distribution does not coincide with geographic population distribution in the country; this is reflected in a severe problem faced by the three government levels that do not guarantee the supply of vital liquid (for human consumption) to the entire population; access, efficiency and drinking water quality and sanitation services vary greatly from one locality to another due to low technical and commercial efficiency in the provision of services; water supply services quality is terrible, due to the fact that the water that arrives in pipes in some places does not comply with the right

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to water, since it does not guarantee 24-hour access, this generates an inadequate service and the sanitation service is deficient; especially with regard to wastewater treatment; coverage in rural areas with high marginalization levels, it is insufficient.

Although Mexico has approximately 0.1% of the total freshwater available worldwide, which determines that a significant percentage of the territory is classified as semi-desert; 61.3% of the water used comes from surface sources and the remaining 37% comes from aquifers; intense population growth and internal migration to semi-arid and arid regions result in overexploitation of Mexico’s water resources; groundwater over extraction for almost 40% of total water use. More than 70% of Mexico’s water bodies are polluted; sugar industry produces the greatest amount of polluting organic matter, as do oil and chemical industries, which produce pollutants with the greatest environmental impact; only 30% of wastewater receives some type of treatment. Of the total surface water resources, 52% is highly polluted, while 39% is moderately polluted and only 9% is of acceptable quality.

Mexico has 979 drinking water treatment plants, 2,642 treatment plants and 3,531 industrial plants; wastewater reused ranges between 30% and 40% of what is produced. The waste liquids that are cleaned can be used for irrigation and for the agricultural sector.

Source: National Water Commission (CONAGUA).

Given the above figures, it is clear that the three government levels do not fully comply with the United Nations (UN) recognition of providing access to drinking water, which is considered a fundamental human right for the sustainable and socioeconomic development of societies.

The Political Constitution of the United Mexican States is considered the guarantor of access to water, regulations that also govern the operation of the agencies; as established in articles 4°, 27° and 115°, reference is performed to water treatment, where the following is highlighted, respectively:

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Recognition of the right of all persons to have access to safe, sufficient and affordable drinking water, making the State and the population responsible.

Water, according to the law, is the property of the Nation and its concessions (i.e., the tasks of the operating agencies) can only be granted by the National Executive Power.

The municipalities will be responsible for the public services of drinking water, drainage, sewage and sanitation of their waste waters; they may grant concessions for the service, under approval by agreement of the State Legislature, in accordance with the Applicable Legislation, To comply with the fundamental right of access to drinking water is a task for the Operating Organizations within a constant plan of conditions improvement. Knowing the state of the situation and the legal framework that supports its operation is key to design and implement long-term solutions to mitigate the effects of unequal access to water sources.

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The main water sector problems in Mexico can be grouped into three: I. Gap in drinking water and sewerage coverage.

II. Budgetary restrictions and III. Operational deficiency.

The constant real estate developments that receive drinking water, sewage, drainage and sanitation services through hydraulic infrastructure do NOT respond to quantity and quality demanded by users, and the timeliness with which they are required.

Although in the last 30 years the participation of Private Capital Investment has been promoted in the development of hydraulic infrastructure in the country; the Federal Government has promoted the participation of the Private Initiative following successful schemes proven internationally, creating a market in infrastructure construction and in the partial or total provision of water and sanitation services. This has given way to Public-Private Partnerships (PPPs) of various kinds, which have managed to attract financing for certain infrastructure works, speeding up their completion and creating profitable investments for private investors that, in the past, were difficult for them to access.

Technological innovations can improve water resources management, preventing waste and addressing leakage, which would boost economic growth. Innovation will facilitate equal and efficient access to water resources in areas with high levels of vulnerability in Mexico.

To improve these conditions, Private Investment can participate in the water sector through Private Sector Participation (PSP) Agreements that take the form of concessions or service provision contracts; both are a key source of financing for a sector that needs to increase its operational efficiency levels through system modernization and expansion.

State and municipal budget restrictions generate the need to concession operating systems to finance their CAPEX requirements along the water sector value chain and to make up for lags, as well as to maintain their growth. To achieve higher returns, investments should be focused on optimizing coverage as well as physical and commercial efficiencies.

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2.3.3 TECHNOLOGY TRANSFER, KNOWLEDGE AND INNOVATION IN MEXICO. Development, strengthening and consolidation of physical and digital infrastructure is one of the transformation of Mexico main tools through knowledge; although technological advances are essential to find permanent solutions to economic and environmental challenges, as well as new jobs supply and energy efficiency promotion. Investment in scientific research and innovation has an impact on technology transfer, knowledge and innovation, which facilitate sustainable development, such as sustainable industries promotion that are key drivers of economic growth and development.

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The COVID-19 pandemic accelerated digital growth and acceleration that is here to stay, and with that realization comes the need for digital leaders to embrace the technologies and trends that will provide a clear advantage for those who embrace these macro trends, ensuring that they will be better prepared to contribute to our ever-changing immediate future.

Innovation and technology transfer in Mexico are not always generated in the business environment, because in its genesis are involved various social agents that only usually work in a coordinated manner; this allows to contribute in training, education, technical assistance and strengthening of human capital to be of high level and strengthen corporate governance in the organization.

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To achieve greater infrastructure in science, technology and innovation in Mexico, it is necessary to raise the level of Public and Private Investment; as well as to give stability and permanence in time to the generation of structural, technological and innovative capacities, which have cumulative and synergic effects on the whole of the productive activity; which has led to a productive specialization restricted to segments of little added technological value in the local and global production processes. The low technological and innovative capacity in the face of an accelerated international process has limited the creation of dynamic competitive advantages and has determined a modality of productive and commercial specialization, both by type of goods and by phase of the production process, which incorporate a reduced technological added value.

2.3.4 TELECOMMUNICATIONS IN MEXICO. The COVID-19 pandemic accelerated years of digital transformation in the short term, bringing a profound and sustained impact on our way of living and working that adapted to digital infrastructure and native technology from the edge of the cloud to the multi-cloud having a direct impact on the telecommunications sector in Mexico.

5G technologies in its digital infrastructure deployment planning, due to its high performance, require a physical infrastructure that optimally extends to the edge. By placing fixed-end Information Technology (IT) applications and environments near 5G access and core functions in highly interconnected, cloud-adjacent data centers, great benefits will be realized from this powerful technology. The combination of new digital infrastructure and existing macro-edge data centers will form a powerful architectural model characterized by huge amounts of data and distributed computing resources available at lower latencies. This enables new computational paradigms for new use cases that previously could not take advantage of such advances.

To deliver on the true vision and promise of 5G will not be easy. As global momentum for 5G builds, success will increasingly depend on creating a rich digital ecosystem of producers and consumers, as well as optimizing the multivariable role of the underlying infrastructure substrate, including spectrum, radio access network, data centers at the edge, and transport and hardware and interconnection networks, which provide great opportunities for Private Equity Investment in Mexico.

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The convergence of Information and Communication Technologies (ICT) brought about a change in all fields of knowledge and facilitated a stream of innovations that impacted the modes of production and distribution that have had an impact on the evolution of means of payment, the redesign of supply chains, the outsourcing of after-sales service and the strengthening of e-commerce can be considered as representative phenomena of the transformation of business processes that require organizations to adapt quickly in order to remain competitive. The evolution of Information and Communication Technologies (ICT) has favored the development of global value chains (GVC) as a result of the fragmentation of production processes in a wide variety of industries. Far from the belief that links the maquila of components and incomplete products with outsourcing, the evidence shows that outsourcing is increasingly oriented towards services.

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2.3.5 CYBERSECURITY, CYBERINTELLIGENCE, ROBOTICS AND ARTIFICIAL INTELLIGENCE IN MEXICO. The COVID-19 pandemic forced distributed applications implementation in multiple edge locations and digital infrastructure tiers, from edge to multi-cloud; availability zones design, distributed service grids, traffic management, data pipelines, security, caching and state management, (stateless versus stateless), to name a few.

Cyberspace rapid growth constituted by the Internet, social networks, information systems and electronic devices, generated, among other things, a higher quality in services offered by public institutions; such as new business models creation in private sector, democratization and free access to knowledge for Mexican society. With cyberspace growth, cyber-attacks also increased, which caused private and public sector to implement Information Technology (IT) to increase their spending in cybersecurity operations management, infrastructure monitoring and cyber-intelligence, in order to control and minimize cyber-risks that could compromise information integrity, confidentiality and availability. Cybercriminal industry in Mexico has grown in such a way that it is improbable to foresee a decrease in its attacks, due to large amounts of money that this crime generates and continues to generate. The expectation, on the contrary, is that these attacks will continue to occur and do so with increasing frequency.

With access network technology, 5G will provide wider area coverage, greater reliability, higher bandwidth and better security. It will offer a ubiquitous, always-on experience, with significant improvements in capacity and performance, including 100 times faster data rates (multiple Gbps), very low radio access network latency (down to 1 ms), and high device density.

These capabilities will open up new opportunities and novel possibilities for robotics, drones, autonomous vehicles, telemedicine and the tactile Internet, to name a few, while Artificial Intelligence is ready to be employed in any type of industry, commerce and the home under a hybrid model, offering agility and real-time insights.

Each technology facilitates decision making, as data privacy, ownership and security are becoming increasingly important. In addition, many underserved populations lack access to technologies necessary to use these tools. When running workloads, training or coaching, employing AI has its considerations and trade-offs that must be taken into account; these include power, performance, data privacy, data security, data gravity and aggregation, and simplicity. Similarly, for edge inference, considerations include latency, availability, device resources, data privacy, security and data aggregation.

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V. THE MANAGER. 1. GENERAL DESCRIPTION. 1.1 MANAGER’S HISTORY AND DEVELOPMENT. “Energía y Medio Ambiente del Sureste de Latinoamérica, Sociedad Anónima Promotora de Inversión de Capital Variable” or ENERMAS LATINOAMÉRICA, as referred to in this prospectus, as Private Equity Investment Fund Issuer and Manager and Manager Distributions Performance in Second Place, under Convertible Participative Private Equity Investment Agreement as Debt Instrument terms.

ENERMAS LATINOAMÉRICA INCOPORATION ENERMAS LATINOAMÉRICA was incorporated as a Joint Stock Corporation to Promote Investment by means of public deed No. Four Thousand Seven Hundred Sixty Six dated April 27, 2021, executed before the faith of Mr. Carlos Reynaud Agiss, Notary Public No. Forty Five with jurisdiction in the Municipality of Alvarado of the State of Veracruz, and registered in the Public Registry of Property and Commerce in the City and Port of Veracruz, of the State of Veracruz de Ignacio de la Llave, under commercial folio number 202100100316, dated May 18, 2021. (See Exhibit 1) With Federal Taxpayers Registry (RFC): EMA210427 JB8.

With Supplier Number in Comisión Federal de Electricidad (CFE): 4423950 With Supplier Number in Petróleos Mexicanos (PEMEX): ENERMASLATAM With Supplier Number in Compranet: ema27163 With Atlas Finance Supplier Number: ENERMAS21 With Mexican Business Information System Number: rzvz8iazhu.

Employer Registration with the Mexican Social Security Institute (IMSS): F9811064108.

ADDRESS AND TELEPHONE.

ENERMAS LATINOAMÉRICA is a recently created entity with no previous operations, incorporated in a unique manner to participate in Manage Distributions Performance in Second

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ABSENCE OF OPERATION.

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ENERMAS LATINOAMÉRICA has its offices at Libertad 201 between Carretera Ricardo Fernández Villegas and Antonio Ballezo, Colonia Úrsulo Galván, Congregación Piedras Negras, Municipality of Tlalixcoyan, in the State of Veracruz de Ignacio de la Llave C.P. 95226, and its telephone number is 52229 549 9570.

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Place under Convertible Participative Private Equity Investment Agreement as Debt Instrument terms; besides being Issuer and Manager; in transaction described in this Prospectus. Therefore, and in compliance with Private Offering that will be promoted through the OTC Trading Systems in Mexico, no additional information of ENERMAS LATINOAMÉRICA is submitted regarding to its evolution description, general business strategy that has followed, nor a schematic description of main Investments in which it has participated.

1.2 BUSINESS DESCRIPTION. 1.2.1 MAIN BUSINESS ACTIVITY. Private Equity Investment Fund as a Debt Instrument created as an Investment Promotion activity performed by ENERMAS LATINOAMÉRICA as a Variable Capital Stock Corporation for Investment Promotion, which will provide Investment Management services in Promoted Projects in energy, environment and infrastructure sectors, in Convertible Participative Private Equity Investment Agreement as Debt Instrument terms. The functions of ENERMAS LATINOAMÉRICA as Issuer and Manager are described in sections “III. Transaction Structure - 3. Transaction Documents Description - 3.1 Accession Agreement” of this Prospectus. In order to perform its activity as Issuer and Manager, it intends to take advantage of the experience of the Human Asset that integrates and supports ENERMAS LATINOAMÉRICA, which is described below in this section “V. The Manager”.

1.2.2 APPLICABLE LAW WITHIN COMPANY SCOPE. Issuer and Manager is constituted as a Variable Capital Stock Corporation for Investment Promotion, regulated by the Applicable Legislation within the scope of its competence.

1.2.3 TAX STATUS. ENERMAS LATINOAMÉRICA has the Federal Taxpayers Registry (RFC): EMA210427 JB8 (See Exhibit 1) as a taxpayer before the Tax Administration Service (SAT) is obliged to cover the corresponding payments of Income Tax (ISR) and Value Added Tax (VAT). A description of the Applicable Tax Regime is included in section “VI. Tax Considerations” of this Prospectus.

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1.2.4 HUMAN ASSETS AND KEY OFFICERS. As mentioned in the previous section “1.2.1 Main Business Activity”, in order to perform its activity as Issuer and Manager, it is intended to take advantage of Human Asset experience that integrates and supports ENERMAS LATINOAMÉRICA. In this sense, the Key Officers that will perform management functions are also ENERMAS LATINOAMÉRICA Founding Shareholders. Associates with wide experience in energy, environment and infrastructure sectors will also participate.

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1.2.5 ORGANIZATIONAL STRUCTURE. ENERMAS LATINOAMÉRICA considers that a necessary condition for Equity Investments success is to have a professional’s solid group as Human Asset, which allows performing activities as Issuer and Manager. In addition to Key Officers who will perform management functions, there will be Collaborators as personnel with wide experience in the energy, environment, infrastructure and Finance sectors.

The following is the organizational structure contemplated by ENERMAS LATINOAMÉRICA:

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1.2.6 REMUNERATION POLICY. ENERMAS LATINOAMÉRICA has hired human resources consulting firm services to define initial perceptions of organizational structure first three levels aligning compensation methods to market standards. Compensation will consist of a fixed amount plus a variable portion. In addition, a significant portion of Key Officers Compensation will be awarded by means of a Performance Share Distribution establishment.

For further information regarding the Key Officers compensation policy, see section “III. Transaction Structure - 3. Transaction Documents Description - 3.1 Convertible Participative Private Equity Investment Agreement as Debt Instrument - 3.1.15 Key Officers” of this Prospectus.

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1.2.7 PARTNERSHIP VEHICLE. As established in Articles Nineteen, Section III and Twenty Five of the Company’s Bylaws and the Partnership Agreements, ENERMAS LATINOAMÉRICA is established under a Partnership Vehicle model.

The Company’s Bylaws, the Company’s Shareholders Agreement and the Company Confidentiality and Non-Disclosure Agreement, facilitate Partnership Agreements implementation. These documents regulate both Corporate Governance and Shareholders economic rights that participate in different ENERMAS LATINOAMÉRICA Series.

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Partnerships Agreements are applied based on the following: I. Shareholders Series “C” Rights of ENERMAS LATINOAMÉRICA (as established in Article Twenty-Fifth of the Company’s Bylaws and Clause Twenty-Seventh of the Company’s Shareholders Agreement), according to the following: a) To participate in corporate profits in proportion stipulated in the Articles of Incorporation, and in the absence of such stipulation, a participation equivalent to that of the largest capital contribution, in accordance with the paragraph of Article 150 of the Commercial Code and Article 16 of the General Law of Commercial Corporations. b) The right to preferential redemption in the event Company liquidation, as well as to a preferential, annual and cumulative dividend representing at least 5% of Shares Par Value. c) If in any Fiscal Year there are not sufficient distributable profits to pay a dividend in an amount equivalent to 5% of Shares Par Value, such dividend will be paid in subsequent Fiscal Years with the aforementioned priority. Except for the foregoing, provided they are released, Preferred Shares will be entitled to the same equity benefits as Common Shares, including, without limitation, participation in profits, dividends, reimbursements for capital reduction, amortization with distributable profits or any other distribution and the Preferential Right to subscribe new Shares Series “C” to be issued, for Payment in Cash and/or in Kind, in the proportion corresponding to them, to subscribe as Industrial Shareholder and/or to participate as Additional Strategic Investor.

II. Causes for ENERMAS LATINOAMÉRICA’s Shareholder Status loss: a) In case of death, what is previously established in Article Thirty-Third of the Company’s Bylaws and Clause Thirty-Fifth of the Company’s Shareholders’ Agreement shall apply. b) The General Shareholders’ Meeting may resolve the temporary suspension or definitive exclusion of a Shareholder of any Class and Series, in accordance to the provisions of Article Thirty-Second of the Company’s Bylaws and Clause Thirty-Fourth of the Shareholders’ Agreement; in accordance with the provisions of Article 13, Section II of the Securities Market Law. III. In Corporate Governance, Initial Officers must be partners, directors and present associates of ENERMAS LATINOAMÉRICA and in the immediate future, directors and associates in ENERMAS LATINOAMÉRICA may have shareholding participation through the Partnership Vehicle by which Human Asset talent contributions and development comes to strengthen Organizational Development within ENERMAS LATINOAMÉRICA are rewarded.

IV. Performance Evaluation System allows dynamic participations, thus encouraging current employees behavior, in clear criteria establishment for Human Asset talent attraction,

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development and maintenance, providing an added value by attending Series “C” members incorporation to ENERMAS LATINOAMERICA and personal or professional circumstances changes in Human Asset generation that imply a revaluation of their work or professional situation with a sense of belonging and Organizational Development.

At least every two years, ENERMAS LATINOAMÉRICA General Shareholders’ Meeting, under its Board of Directors recommendation must approve subscription of up to 20% of new Shares Series “C” and designate the beneficiaries. Issuance will grant beneficiaries an option to subscribe Shares Series “C” at the Book Value of Shares Series “C”, through the Partnership Vehicle. This will allow generating clear incentives in Organizational Development within ENERMAS LATINOAMÉRICA for associates, managers or high performance professional service providers who aspire to be Shareholders, as well as for the attraction of external talent to ENERMAS LATINOAMÉRICA. V. Shares Series “C” Permitted Transfers, it is a mechanism that allows a Shareholder Series “C” to exercise the Put Option on its shares, and/or if applicable, ENERMAS LATINOAMÉRICA may exercise a Buyback Option (as provided in Article 17 of the Securities Market Law and stated in Article Eight of the Bylaws and Clause Twelve Two of the Company’s Shareholders’ Agreement), whose price will be the book value of the Shares, plus a collection right contingent to the future performance of the funds as a Carried Interest.

VI. Insurmountable disagreement with Shareholder Series “C”, at any time: a) NON-Competition, in accordance with the provisions of Article Twenty-Eighth, Section XV, subsection a), of the Company’s Bylaws. b) Confidential Information related to the business and activities of the Company, as established in Article Twenty-Eighth, Section XV, paragraph b) of the Company’s Bylaws, in the event of Non-Compliance, to be applied in accordance with the provisions of Article 380 of the Securities Market Law. For each of the scenarios described above, a payment formula has been established, which recognizes the role that such Shareholder played in the different Investment cycle stages from Investment Capital raising to funds exit, while imposing a relevant discount derived from its exit.

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1.2.8 CORPORATE GOVERNANCE. ENERMAS LATINOAMÉRICA establishes issuance of: I. Series “A” reserved for the Company’s Founding Shareholders.

II. Series “B”, reserved for initial issuance of Private Offering in the Mexican Over the Counter Market; which does not imply, nor will imply, Control transfer of ENERMAS LATINOAMÉRICA.

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This scheme allows generating adequate incentives within ENERMAS LATINOAMÉRICA, rewarding those who remain in the long term. Likewise, shares buyback (as provided for in Article 17 of the Securities Market Law) to persons with a shareholding who can no longer or should no longer work for ENERMAS LATINOAMÉRICA and avoid that the Partners who remain should share in the decision making process with persons who are not close to ENERMAS LATINOAMÉRICA’s Corporate. This results in a better alignment of interests with ENERMAS LATINOAMÉRICA’s Investors.

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III. Series “C” reserved for the Vehicle through which the Partnership of ENERMAS LATINOAMÉRICA is implemented, through which the present and/or future ENERMAS LATINOAMÉRICA Directors and Associates participate or will participate.

IV. Series “D” reserved for Private Offering in the Mexican Over the Counter Market; which does not imply, nor will imply, Control transfer of ENERMAS LATINOAMÉRICA. V. Series “L” and “N” reserved for Neutral Investment, which does not imply, nor will imply, Control transfer of ENERMAS LATINOAMÉRICA; the foregoing, in accordance with articles: 18, 19, 20 and 22 of the Foreign Investment Law; 22 of the Foreign Investment Law Regulations and of the National Registry of Foreign Investments.

In turn, shareholders corporate rights will be defined in proportion to their shareholding, thus allowing for a representative and collegiate decision-making system. ENERMAS LATINOAMÉRICA’s Bylaws and Shareholders Agreement, as well as the Partnership Agreement, establish a governance scheme by voting by qualified majorities or unanimity regarding ENERMAS LATINOAMÉRICA’s main decisions, including new Board of Directors members’ approval, annual budget, loans contracting, compensation scheme, transactions with Related Parties, and Conflicts of Interest resolution, among others.

1.2.9 DYNAMIC SHAREHOLDINGS. Issuance of 20% of new Shares Series “C” at least every two years, will not only allow incorporating new talent to ENERMAS LATINOAMÉRICA, but also rewarding Human Asset that contributes the most value to the Organizational Development, by turning them into Shareholders, thus creating a meritocratic system.

Shareholders Series “C” through time prove to contribute the highest value to ENERMAS LATINOAMÉRICA will see it reflected not only in an increasing participation of their economic rights, but also will be able to exercise, in a proportional way, a greater weight in the decision making process.

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1.2.10 INSTITUTIONAL STRENGTHENING. Shareholders Series “B” of ENERMAS LATINOAMÉRICA as Strategic Partners have executed necessary legal documents to implement a strategic alliance, which will strengthen ENERMAS LATINOAMÉRICA Corporate Governance and complement its capabilities in Agreements management, project financing and relationship with communities. Among others, strategic alliance contemplates that according to Strategic Partner features, it will have the power to propose a third party to Manager to be member of Investment Committee, in Convertible Participative Private Equity Investment Agreement as Debt Instrument terms, as well as to propose the participation of ENERMAS LATINOAMÉRICA’s Board of Directors in Internal Committees.

The above, with the understanding that the mentioned strategic alliance does not imply a Control change regarding to Manager, in Convertible Participative Private Equity Investment Agreement as Debt Instrument terms.

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1.2.11 TALENT DEVELOPMENT AND TRAINING PLANS. This program objective is to understand and gain knowledge of opportunities offered by new industries reality in Mexico and the world. Thus, associates as participants will obtain key tools to identify and develop new business opportunities through economic models generation and Investment Projects evaluation.

In addition, several members of ENERMAS LATINOAMÉRICA will be able to participate in program as academics. Likewise, ENERMAS LATINOAMÉRICA associates and analysts will be able to be part of the program as audience. Independently of the provision of all kinds of training services, consultancies and technical assistance, such as designing and providing advice and/ or tutoring for professional improvement through continuous education, classroom and/or virtual training; improvement courses, updating, specialization, complementation, training, diploma courses, internships, residences, workshops, congresses, symposiums, conventions, conferences, forums, postgraduate courses, among others; in domestic and international fields in all scientific knowledge areas, aimed at students, technicians, professionals and general public, nationals and foreigners, who according to their identified needs, in order to develop qualification, training, improvement and specialization activities, who so request and/or include tourist lodging and associated gastronomy, both in domestic currency and in foreign currency. In the same manner, international professionals and experts in all scientific knowledge areas may be summoned to participate in events that are promoted and performed at domestic and international level; to offer consulting services and specialized research work, through training courses, training, technical assistance to domestic and/or foreign entities; such as international organizations, according to collaboration strategies approved by the Company’s Shareholders’ Meeting.

For ENERMAS LATINOAMÉRICA constant members training at all levels, as well as a continuous updating in energy, environment and infrastructure sectors, it is of vital importance; therefore, it is considered that a part of the Budget be destined to talent development and training plans, such as Relevant Executives, in accordance with the provisions of Article Second Point 4, paragraph a), of the Company’s Bylaws.

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1.2.13 CONTINUITY PLAN. Operations continuity is a priority for ENERMAS LATINOAMÉRICA, subsidiaries, controlled affiliates (present or future) and, to the extent possible, non-controlled affiliates. The objective

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1.2.12 KEY OFFICERS TIME COMMITMENTS. As described in section “III. Transaction Structure - 3. Transaction Documents Description - 3.2 Convertible Participative Private Equity Investment Agreement as Debt Instrument - 3.1.15 Key Officers” of this Prospectus, Manager will cause that Key Officers to dedicate, during the Investment Term, the majority portion of the time comprising their professional activity, and subsequently, the necessary portion of their working time to fulfill their respective obligations. However, such Key Officers may simultaneously devote time to other work.

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is to ensure continuity in operations and services offered to clients and their assets, as well as assets and the firm personnel.

In this sense, ENERMAS LATINOAMÉRICA has developed certain security measures to ensure business continuity in case of force majeure events that do not allow personnel and facilities normal operation.

1.2.14 CORPORATE STRUCTURE. ENERMAS LATINOAMÉRICA has no subsidiaries as this Prospectus date, although Shareholders’ Agreement and the Company’s Bylaws provide for the incorporation of Companies that are Subsidiaries or Affiliates of the Company. Shareholding representing Capital Stock of ENERMAS LATINOAMÉRICA is described below in section “V. Manager - 1. General Description - 1.2 Business Description - 1.2.17 Company’s Share Capital Representation” of this Prospectus.

1.2.15 KEY ASSETS DESCRIPTION. Since ENERMAS LATINOAMÉRICA is a newly created entity, with no previous operations or relevant assets, incorporated to participate as Manager Performance Distributions in the Second Place in transactions described in this Prospectus, no description of any asset is included. Also, as this Prospectus date, Private Equity Investment Fund as a Debt Instrument has not performed any Investment, nor has it committed any Investment with third parties or in any particular project, therefore no specific information is provided in this regard.

1.2.16 JUDICIAL, MANAGEMENT OR ARBITRATION PROCEEDINGS. As for this Prospectus, ENERMAS LATINOAMÉRICA is not aware of any legal proceeding pending against it or any third party that is relevant to Shareholders. ENERMAS LATINOAMÉRICA is also not aware of any proceedings that may be enforced against it by any Governmental Authority.

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1.2.17 COMPANY’S SHARE CAPITAL REPRESENTATION. Shares representing capital stock shall be divided into shares as follows: I. Shares Series “A” will be common, registered and no-par-value, will represent at all times Company Fixed Capital, granting their Shareholders full Corporate and economic Rights, therefore, they may vote and decide at the General Shareholders’ Meeting, with respect to any matter pertaining to or related to the Company since they are part of Class I. II. Shares Series “B” will be common, registered and no-par-value, will represent at all times the Company Variable Capital, with respect to any matter pertaining to the Company or related to the Company, being part of Class II. III. Shares Series “C” will be common, registered and no-par-value will represent at all times the Company Variable Capital, and will be Shares with limited voting rights and with the right to a preferential and accumulated dividend, as well as a redemption preference in the event of Company liquidation in accordance to the terms of Article 113 of the General Law of Mercantile

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Corporations, which at no time will represent more than 5% of the subscribed and paid-in Capital of the Company; being part of Class II. Unless the Shareholders’ Meeting decides to constitute a Trust for funds for Shares allocation and retirement plans for Mexican employees and workers; as established in Article Twenty-Fifth of these Bylaws.

IV. Shares Series “D” will be common, registered and no-par-value will represent at all times the Company Variable Capital, with respect to any matter pertaining to the Company or related to the Company being part of Class II. V. Shares Series “A”, “B” and “C” may be subscribed and/or issued or acquired by domestic Natural Persons or Legal Entities or foreign Natural Persons or Legal Entities.

VI. Shares Series “D”, “L”, “N” will enjoy a preferential dividend of 5% on each Share theoretical Value under the terms of Article 113 of the General Law of Commercial Corporations; such theoretical Value being understood as the quotient of dividing the paid-in Capital Stock by the total number of paid-in Company Shares and may be subscribed and/or issued or acquired by free subscription by Natural Persons and/or by Credit, Bonding, Insurance Institutions, Financial Factoring companies and Mexican or foreign investment companies; acting as trustees, in Trusts in which the trustee is the Company, previously complying with the provisions of the Applicable Legislation on Foreign Investment; therefore, they are considered as Neutral Investment, as established in Articles: Fifth and Twenty-Sixth, fractions: I and II of the Company’s Bylaws; in accordance with the provisions of Article Nineteen of the Company’s Bylaws and Clause Twenty-Second (A) of the Company’s Shareholders’ Agreement.

Shares Series of Class II will grant their Shareholders limited Corporate Rights, without granting to their Shareholders any voting rights, as established in Article 13, Section III, paragraph a) of the Securities Market Law, and will only enjoy those minimum rights established in Articles: 16 of the Securities Market Law; 18, 19, 20 and 22 of the Foreign Investment Law; 22 of the Regulations of the Foreign Investment Law and of the National Registry of Foreign Investments; as set forth in Article Twenty One of the Company’s Bylaws and Clause Twenty Four of the Company’s Shareholders’ Agreement.

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We are committed so that our actions are performed with legality, honesty, loyalty, impartiality and efficiency; under inclusion, tolerance, human dignity, transparency, hospitality premises in an “Associative Multieconomy”, which meets needs and improves the most vulnerable groups life quality; to achieve this we must work together citizens, private initiative and the State, involving more economic agents with a sense of belonging, through common actions

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1.2.18 MACROECONOMIC MODEL: “MULTIECONOMÍA ASOCIATIVA”.

“Energía y Medio Ambiente del Sureste de Latinoamérica, Sociedad Anónima Promotora de Inversión de Capital Variable” promotes a new macroeconomic model named “Multieconomía Asociativa” in macroeconomic model promotion; from where we watch in our competencies and functions scope that no acts of discrimination are developed against any person for reasons of ethnic or national origin, gender, age, disability, or social condition, health, creed, immigration, opinion, sexual preference, marital status or any other that threatens human dignity.

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development and various sectors strengthening, ensuring a sustainable comprehensive development. The problems faced by vulnerable groups must be addressed in a priority and comprehensive manner at micro-regional level, re-promoting each community or indigenous people, with emphasis on Food Sovereignty and Security and Welfare for each of our fellow citizens, based on sustainable development growth of various productive sectors, protecting environment for our future generations.

ENERMAS LATINOAMÉRICA, promotes “Associative Multieconomy Seal” and the “Purchases with Social Causes Hallmark”; through Social Investments Promotion, it seeks to strengthen general relations that contribute to fight against inequality that exists between what the final consumers pay and what the small scale entrepreneurs receive for their work, impacting in a positive way in goods and/or services production, as other variables, allowing a win-win approach among all the participants in the global chain of value.

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ENERMAS LATINOAMÉRICA has legal capacity to celebrate legal instruments that help with governmental and non-governmental organizations and the civil society in Social Investments Promotion through donations that will be collected by civil societies, such as participating in social volunteers calls, to perform actions in areas with a high marginalization level to promote access to leisure and recreation through artistic, cultural and sports priority events, which are aimed at a vulnerable groups segment and scarce resources population, throughout the country; that with these actions ENERMAS LATINOAMÉRICA contributes with social impact and an Added Value, leaving aside the only search to obtain economic benefits through the operations that are performed in any jurisdiction. Including, but not limited to the following: a) ENERMAS LATINOAMÉRICA will participate from its Social Engagement area, which will be in charge of cooperating with civil societies to perform philanthropic actions, to collect donations through employees, corporate funds and to participate jointly under an alliance and collaboration approach with community foundations and civil associations to generate social value in a wide range of aspects; to assume its commitments, generating control strategies, evaluation and improvement in its management, incorporating transparency and accountability mechanisms; that is achieved with a large-scale sustainable change in its strategies, betting on the contribution of a more active and direct society, in social entities or projects service or provision, as any type of business asset through a resources and actions mix for community benefit from which it comes and is nurtured. b) To cooperate with civil societies in volunteer campaigns, summoning personnel who so wish, and potentially their relatives and friends contribute with their participation for a social entity to offer activities that do not require special qualification or professionalization. c) To establish processes and procedures through which ENERMAS LATINOAMÉRICA will identify, manage and support its Social Investment activities, making sure communities and programs benefits are actively consulted in their selection and evaluation process, allowing to build and improve relationships with existing and potential interest groups, through relationships generation for collaboration and mutual benefit. d) Identify and manage before domestic and international non-governmental organizations, productive projects formulation and evaluation, as any other type of instrument with the purpose of obtaining incentives or complementary financial, economic, technical and material support,

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1.3 BYLAWS AND OTHER LEGAL INSTRUMENTS. “Energía y Medio Ambiente del Sureste de Latinoamérica, Sociedad Anónima Promotora de Inversión de Capital Variable” was incorporated as a Variable Capital Stock Corporation for Investment Promotion, by means of public deed No. Four Thousand Seven Hundred Sixty

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benefiting small scale entrepreneurs as commercial associates of ENERMAS LATINOAMÉRICA, or a Group of People that have social participations or in amount of Investment in ENERMAS LATINOAMÉRICA; as in which directly, ENERMAS LATINOAMÉRICA has social participations and/or which is an Affiliate or Subsidiary of other commercial or civil companies and/or is part of a Consortium or Corporate Business Group in any jurisdiction. e) To cooperate with public and private sectors, with domestic and international organisms and entities; in informative manuals and technical guides elaboration, as well as reports performance in media and specialized magazines; so that other actors join their individual and collective efforts within campaign promotion “Purchases with Social Causes”; summoning consumers, private and social initiative to participate jointly in business management structured on a triple commitment basis: economic, social and environmental, incorporating control mechanisms, good governance and participation, to ensure that resources and capabilities can really reach areas with high marginalization levels in the interior of the country, to cooperate with Federal Government, to achieve projects with continuity in attention to vulnerable groups, under a voluntary dialogue, with specific environment in which it is located, but also with society in general, betting on an action framework that has a shared future. f) To cooperate with governmental and non-governmental organizations and civil society through social investments promotion that contribute to financial sustainability in order to contribute to management, conservation, preservation, dissemination, safeguarding and utilization of oceans, seas and marine resources in the interior of the country, guaranteeing their sustainable development; as well as optimization in technical, operative and administrative resources allocation activities development of ecosystems and their biodiversity follow-up, control, education, conservation in priority regions, through their greater use, providing equal opportunities for women and men, with emphasis on indigenous population in rural localities, preserving community cultural expressions that are bearers of popular culture, having a positive impact on improving their community life quality and as a whole. g) Enter into any kind of legal instruments, with public, private and social sectors, for products supply and marketing for community assistance purpose within scope indicated by the Applicable Legislation in any jurisdiction. h) Participate in sponsorship campaigns promotion for recreational, sports, artistic or cultural activities development in collaboration with all types of agents and public or private institutions, domestic or foreign, in activities for vulnerable groups and a high marginalization level areas in the interior of the country. i) To negotiate before public and private, domestic and international organizations scholarships, donations and financial support granting for studies elaboration, Social Investment Projects development and their implementation to promote business, cultural, scientific and technological development in any jurisdiction.

As established in Article Two, Point 14, of the Company’s Bylaws, (See Exhibit 2).

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P R O S P ECT U S INFORMAT I ON FO R A D I T IONA L S T R AT EG IC INVES TOR S

Six dated April 27, 2021, executed before the faith of Mr. Carlos Reynaud Agiss, Notary Public No. 45 in the Municipality of Alvarado, State of Veracruz de Ignacio de la Llave, and registered in the Public Registry of Property and Commerce in the City and Port of Veracruz, State of Veracruz de Ignacio de la Llave, under commerce folio number 202100100316, on May 18, 2021.

(See Exhibit 1) By means of ENERMAS LATINOAMÉRICA Shareholders’ Agreement entered into on March 30, 2021, in accordance with the provisions of articles: 16 sections VI, 380 of the Securities Market Law; 7, 8, second paragraph; 12, 43, 89, 91, section VII; 103, section II, 104, 198 of the General Corporations Law; 78, 80, 81, 82, 86, 88 of the Commercial Code; 6°, 7°, 8°, 1830, 1831, 1832, 1833, 1834, 1834 Bis, 1836, 1839, 1840, 1843, 1851, 1855, 1858, 1859, 2688, 2689, 2690, 2691, 2698 of the Federal Civil Code.

Federal Civil Code, the Founding Stockholders agreed on Bylaws draft, which is related to the Stockholders Agreement that is mentioned in the body of the Articles of Incorporation described above, in the preceding paragraph.

By means of the Confidentiality and Non-Disclosure Agreement executed on April 27, 2021, in accordance with articles: 6°, 7°, 12, 1830, 1831, 1832, 1833, 1834, 1834 Bis, 1836, 1839, 1840, 1843, 1851, 1855, 1858, 1859, 2688, 2689, 2690, 2691 and 2691,1834, 1834 Bis, 1836, 1839, 1839, 1840, 1843, 1851, 1855, 1858, 1859, 2688, 2689, 2690, 2691, and 2698 of the Federal Civil Code; 78, 80, 81, 82 and 86 of the Code of Commerce; 8th paragraph second and 104 of the General Law of Commercial Corporations; 380 of the Securities Market Law; the Founding Shareholders agreed on the related as a basis within Bylaws draft, as related in the Shareholders Agreement that is indicated within the body of the aforementioned Articles of Incorporation.

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1.3.1 LEGAL AND JURIDICAL COMPANY’S CAPACITY. In the Second Article, in point 3 of the Corporate Purpose, it is stated: 3) ENERMAS LATINOAMÉRICA has full legal and juridical capacity to acquire rights and contract obligations, with limitations imposed by applicable law in any jurisdiction, Including but not limited to the following: a) Acquire shares from another company or enterprise, either as part of their incorporation or by acquiring shares in companies or enterprises already constituted; be in charge of direction, management, control and administration of its portfolio of Investee Company, such as Holding, Business Conglomerate or Corporate Business Group; by means of the pertinent organization of material and personal means; to dispose of such company shares; bargaining power for Stocks and Securities, whether they are issued and / or by acquiring Shares in domestic or foreign companies or enterprises; allowed by applicable law in any jurisdiction. b) Acquisition, possession, administration, disposal and in general, all kinds of Shares disposal, social participations, interests, securities, assets, liabilities, rights and obligations in domestic or foreign companies or enterprises; in order to projecting, organizing, exploiting, managing, taking part in any kind of industrial or commercial company´s capital, financing or administration in any jurisdiction, in those ones where activities performance

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is related to development, construction and / or promotion, trade in any kind of transaction type and legal act related to build or under construction properties, urban or rustic, with ownership and administrative franchises works and services operation, including facilities management, operation and maintenance related to activities performance required to fulfill ENERMAS LATINOAMÉRICA’s Corporate Purpose. c) Perform any legal act related to ENERMAS LATINOAMÉRICA’s Corporate Purpose, such as those that contribute to obtaining and / or granting Funding Sources by clean credit, revolving credit, current account credit, working capital loan, fixed asset loan, financial leasing, industrial credit, unsecured credit, including any financial transaction or banking operation, insurance and bonds, factoring, such as ENERMAS LATINOAMÉRICA’s assets finantial benefits; allowing ENERMAS LATINOAMÉRICA to issue, endorse, accept, guarantee, discount, sign any negotiable instrument, guaranteed loan, unsecured loan, personal loan, being a guarantor for granting collateral in favor of ENERMAS LATINOAMÉRICA or third parties, being able to receive or grant any mortgage guarantee, allowed by applicable law in any jurisdiction. Granting pledges, sale, disposal or any other asset disposal from substantially or all goods, businesses or assets from ENERMAS LATINOAMÉRICA or from an associate or subsidiary company, including security agreements for long-term financing, in accordance to applicable law and / or approved by the Shareholders’ Meeting and / or by the Board of Directors itself and / or those requested by Subsidiaries, Affiliates from ENERMAS LATINOAMÉRICA to assume their corresponding projects. d) Operate and manage equity representative securities from non-resident entities in Mexico, through corresponding personal and material resources organization. e) Open and / or close directly or by means of mandates all types of banks or finance companies’ accounts address in any jurisdiction. f) Issue unsubscribed shares of any class and series to be part of share capital, and they will be kept in the Company’s treasury, to be delivered as the corresponding subscription is made; ENERMAS LATINOAMÉRICA can sign any contracts with third parties for being granted right to subscribe and pay shares issued by ENERMAS LATINOAMÉRICA, in terms of the Securities Market Act, in accordance with procedures specified in current Articles of Association. g) ENERMAS LATINOAMÉRICA has power to issue and offer Securities to Investors, by means of private offers, permitted by the Mexican Securities Market Law, as well in Stock Exchange or Banking entities in any jurisdiction. h) ENERMAS LATINOAMÉRICA can acquire its own shares, issued temporarily or permanently, charged to Shareholders’ Equity and / or Reserve Funds, in accordance to respective resolution of the Shareholders Meeting or the Board of Directors and / or requirements demanded by applicable law. i) ENERMAS LATINOAMÉRICA can perform placement of Cash surplus and its Reserves in Capital Markets, temporarily or permanently, underwriting bonds, acquiring securities, shares, rights, making deposits or perform any kind of operation with financial entities in any jurisdiction. j) ENERMAS LATINOAMÉRICA can invest its available reserve funds, provision or others in any company shares acquisition, quota or social interest part, bonds, security title, negotiable certificate, or any other securities, and sale, assignment or negotiation of all them with

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P R O S P ECT U S INFORMAT I ON FO R A D I T IONA L S T R AT EG IC INVES TOR S

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other company or enterprise in any jurisdiction. Any kind of goods and rights acquisition to participate in real estate projects, properties, tangible and intangible assets, being able to keep, use, transfer, encumber or limit them, according to ENERMAS LATINOAMÉRICA requirements or needs. k) ENERMAS LATINOAMÉRICA can perform operations with all kind of securities and derivative financial operations; perform operations: reporting on securities, or related to exchange risks coverage in currency hedging and rates, allowed by applicable law in any jurisdiction. l) ENERMAS LATINOAMÉRICA can enter into Trusts and / or issue Securities or Common Share Certificates representing Series “L” and “N” Shares, having nature of Neutral Investment instruments, in accordance with Articles: 18 (eighteen), 19 (nineteen), 20 (twenty) and 22 (twenty two) of Foreign Investment Act; 22 (twenty-two) of Regulations of the Foreign Investment Act and the National Registry of Foreign Investments. m) ENERMAS LATINOAMÉRICA can sign commercial, industrial, banking credits agreement and other Financing Sources at domestic and international level required for development and fulfillment of ENERMAS LATINOAMÉRICA’s Corporate Purpose. n) ENERMAS LATINOAMÉRICA performs any kind of banking, insurance and bonds operations required for ENERMAS LATINOAMÉRICA’s Corporate Purpose. ñ) ENERMAS LATINOAMÉRICA can sign, cosign, guarantee, subscribe and accept negotiable instrument in the terms established in the General Law of Credit Securities and Operations. o) ENERMAS LATINOAMÉRICA performs and certifies real estate appraisals, movable and immovable property related to ENERMAS LATINOAMERICA’s Corporate Purpose, or received by third parties as Guarantee or in payment to ENERMAS LATINOAMÉRICA. p) ENERMAS LATINOAMÉRICA can manage or perform loan portfolio negotiations, regarding to past due portfolio derived from ENERMAS LATINOAMERICA’s activities or from third parties; and / or for the loan portfolio to be assigned as a payment source for loans contracted by ENERMAS LATINOAMÉRICA, allowed by applicable law in any jurisdiction. q) ENERMAS LATINOAMÉRICA has capacity to sign Financial Guarantee Insurance Contracts with domestic or foreign companies, as well as obtain any other kind of guarantee regarding to obligations contracted by ENERMAS LATINOAMÉRICA, allowed by applicable law in any jurisdiction. r) ENERMAS LATINOAMÉRICA cannot be Guarantor of obligations of managers, shareholders, or third parties, co-debtors, or joint tenants in contracts of managers, shareholders, or third parties, unless expressly authorized by the General Shareholders Meeting; as long as, it is direct related to ENERMAS LATINOAMÉRICA. s) ENERMAS LATINOAMÉRICA can obtain and grant all types of financing, credits, loans and guarantees (civil or commercial), such as any Security Title or Registered or Unregistered Security, in series or mass, or instrument representing ENERMAS LATINOAMÉRICA’s obligations, which may be issued at this time or in the future, in securities markets, including in stock exchanges or stock quotes in Mexico as in any other country, prior competent authorities authorization, in accordance with allowed by applicable law in any jurisdiction; to be placed among certain Investors, through their private placement, with or without a specific Guarantee.

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t) ENERMAS LATINOAMÉRICA can sign any legal instrument of confidentiality, industrial and commercial secrets, assignment, franchise, patent license, know-how or technical assistance; Joint Venture operations for international technology transfer, in accordance with allowed by applicable law in any jurisdiction and / or under bilateral free trade and investment treaties coverage. u) ENERMAS LATINOAMÉRICA as part of private sector initiative in Mexico, can enter into any legal instrument of Public - Private Partnership (PPP) that is entered into (related to activities established in ENERMAS LATINOAMÉRICA’s Corporate Purpose), in accordance with allowed by applicable law in any jurisdiction. v) Registered Trademarks, such as technology, patented or not, and know-how may constitute capital contributions in favor of ENERMAS LATINOAMERICA and its valuation will be performed in accordance with Applicable Legislation. w) ENERMAS LATINOAMÉRICA can perform operations as a contractor, subcontractor, commission agent, representative, mediator, agent and subcontractors appointment, commission agents, representatives, mediators or agents without any limitation for the development of any related, derived or analogous activity that directly or indirectly, it is linked to ENERMAS LATINOAMÉRICA’s Corporate Purposes, such as in which directly, ENERMAS LATINOAMÉRICA has social interests and / or is a Subsidiary or Subsidiary of other commercial or civil partnerships and / or is part of a Group of People; of a Consortium or Corporate Business Group in any jurisdiction, in accordance with applicable law. x) ENERMAS LATINOAMÉRICA can obtain by means of title, concession, licensing, authorization and / or special permit of any nature, derived from the applicable law in any jurisdiction, and granted by any Mexican or foreign Government Authority; Federal and / or Local (State or Municipal) for its leasing, administration, use, without any limitation for development of any attached, derived or analogous activity that is directly or indirectly linked to ENERMAS LATINOAMÉRICA’s Corporate Purpose, in accordance with applicable law in any jurisdiction.

Corporate purpose is attached in Exhibit 2 for your reference.

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Capital Share, whether Fixed or Variable, will be increased or decreased according to Company’s economic activities increase or reduction. Shareholders admission, separation or exclusion, not being able, in case of decrease, or fixed to be less than the established minimum.

As established in Articles: 17; 89, 111 and 112 of the General Law of Commercial Corporations, in accordance with the provisions of Article Seven of the Company’s Bylaws and Clause Eleven

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1.3.2 COMPANY’S SHARE CAPITAL. Capital Share of ENERMAS LATINOAMÉRICA is represented by Common Registered Shares, No-Par Value. Minimum fixed Capital Share, without withdrawal right is $500,000.00* (Five Hundred Thousand Pesos 00/100 Mexican Pesos) and the Variable Capital Share with withdrawal right is for an unlimited amount. * Note: This capital represented by the Series “A” Shares of the Company has been fully subscribed and paid prior to the signing of this Prospectus.

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of the Shareholders’ Agreement. Shares Series “B” and “C” may be subscribed and/or issued or acquired by domestic or foreign persons, in accordance to Article Five of the Company’s Bylaws and Clause Five of the Shareholders’ Agreement, in accordance with Article 14 of the Regulations of the Foreign Investment Law and the National Registry of Foreign Investments.

Shares Series “D”, “L” and “N” will enjoy a preferential dividend of 5% on each Share theoretical Value under the terms of Article 113 of the General Law of Commercial Corporations; such theoretical Value being understood as the quotient of dividing the paid-in Capital Share by the total number of paid-in Company Shares of and may be subscribed and/or issued or acquired by free subscription by Individuals and/or by Credit, Bonding, Insurance Institutions, Financial Factoring companies and Mexican or foreign Investment companies; acting as trustees, in Trusts in which the trustee is the Company, previously complying with the provisions of the Applicable Legislation on Foreign Investment; therefore, the Promotion of Neutral Investment is foreseen, as established in Articles: Fifth and Twenty-Sixth, fractions: I and II of the Company’s Bylaws; in accordance with the provisions of Article Nineteen of the Company’s Bylaws and Clause Twenty-Second (A) of the Company’s Shareholders’ Agreement.

1.3.3 COMPANY’S MANAGEMENT. ENERMAS LATINOAMÉRICA management is in charge of a Board of Directors, as established in Articles: 14 and 15 of the Securities Market Law, which shall be composed of no less than 5 and no more than 12 proprietary Directors, unless otherwise agreed by the Shareholders’ Meeting; Their respective alternates may be appointed and when the Series “B” Shareholders own at least 5% of the outstanding shares of ENERMAS LATINOAMÉRICA, they will have the right to appoint at least one Proprietary Director and, if applicable, the Shareholders’ Meeting will decide on their respective Alternates, who must not qualify as Independent Directors in terms of the Applicable Legislation. The rest of the Shareholders may appoint one Proprietary Director and, if applicable, their respective alternate for each 10% of Capital from Capital Share.

Shareholders agree to reflect the foregoing, by means of the respective resolution of the Shareholders’ Meeting adopted in terms of the Bylaws and the Shareholders’ Agreement, in accordance with Applicable Law.

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With the understanding that at least 2 of ENERMAS LATINOAMÉRICA Board of Directors proprietary members, and if applicable, their respective Alternates must qualify as Independent Board Members in terms of the Applicable Legislation, and/or if applicable, the Ordinary General Shareholders’ Meeting, prior resolution adopted by the majority of the Shareholders present, will appoint such Independent Board Members.

The Proprietary Board Members will be elected by the General Ordinary Stockholders’ Meeting and will remain in charge for 3 years or until their successors have been elected or being addressed the title.

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THE MANAGER

For such purposes, 3 years shall mean the period elapsed between an Annual Ordinary General Shareholders’ Meeting date and the next Annual General Shareholders’ Meeting date of the same type.

If applicable, each of the Alternate Directors appointed by each Shareholder or Group of Shareholders may only replace the Proprietary Director appointed by the Shareholder or Group of Shareholders that appointed them; however, if such Shareholder or Group of Shareholders are entitled to appoint more than one Director, who may act in the absence of any of the proprietary members appointed by such Shareholder or Group of Shareholders.

If applicable, each Alternate Board of Directors member shall be entitled to attend all Board Meetings (including those attended by the relevant Proprietary Director) and to vote solely in any member absence of appointed by the same Shareholder or Shareholder Group that appointed such Alternate.

For the avoidance of doubt, the Proprietary Director appointed absences, may only be covered by a Shareholder if applicable, by the Alternate Director appointed by such Shareholder or Shareholder Group, in accordance with Applicable Law. As established in Article Sixty-Fifth of the Company’s Bylaws and Clause Sixty-Third of the Company’s Shareholders’ Agreement.

ENERMAS LATINOAMÉRICA Board of Directors will have a Chairman who will be appointed by the General Ordinary Shareholders’ Meeting, from among the Founding Shareholders of the Company.

ENERMAS LATINOAMÉRICA Board of Directors’ Chairman will not have casting vote in case of a tie.

Provided that Shareholders own at least 10% of the Shares of Company Capital Share, they may jointly have the right to appoint the Secretary, the Treasurer and the Members of the Board of Directors of the Company, with the understanding that such appointment must be performed by any of Shareholders Series “A” Shares.

ENERMAS LATINOAMÉRICA Board of Directors will have a Chairman who will be appointed by the General Ordinary Shareholders Meeting, from among the Founder Shareholders of the Company.

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As established in Article Sixty-Eighth of the Company’s Bylaws and Clause Sixty-Eighth of the Company’s Shareholders Agreement.

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The Secretary, the Treasurer and the Members of the Board of Directors will be appointed, as provided by the Ordinary General Shareholders’ Meeting, in accordance with these Bylaws, the Shareholders’ Agreement and Applicable Law.

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ENERMAS LATINOAMÉRICA Board of Directors’ Chairman will not have the casting vote in case of a tie.

Provided that the Shareholders own at least 10% of the Shares of Company’s Capital Share, they may jointly have the right to appoint the Secretary, the Treasurer and the Members of the Board of Directors of the Company, with the understanding that such appointment must be performed by any of Shareholders of the Series “A” Shares.

The Secretary, the Treasurer and the Members of the Board of Directors will be appointed, as provided by the Ordinary General Shareholders’ Meeting, in accordance with these Bylaws, the Shareholders’ Agreement and Applicable Law. As established in Article Sixty Eight of the Company’s Bylaws and Clause Sixty Eight of the Company’s Shareholders’ Agreement.

The Board of Directors members shall receive remuneration for their duties performance foreseen in the Business Plan and Budget, which shall be paid by ENERMAS LATINOAMÉRICA. Unless otherwise determined by the General Shareholders’ Meeting of ENERMAS LATINOAMÉRICA, Directors shall not be entitled to any consideration (whether in the form of fees or emoluments) for their performance as the Board of Directors members or of any Committee of such Board of Directors, except for the reimbursement of reasonable and documentary travel expenses; provided, however, that any member of the Board who is not a Related Party of the Shareholders shall be entitled to receive such consideration for serving as a member of the Board of Directors or any Committee of such Board of Directors as may be determined by the Shareholders’ General Meeting.

Any change in the remuneration provided for in the Company’s Business Plan and Budget for the Directors or any other officer of ENERMAS LATINOAMÉRICA, as members of the Board of Directors and/or any Committee of such ENERMAS LATINOAMÉRICA Board of Directors.

As established in Article Sixty Ninth of the Company’s Bylaws.

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The Board of Directors has the power to conduct and direct Company affairs before Third Parties, to enter into and enforce all contracts, agreements, concessions, bids, sole sources, licenses, permits, as well as any other acts and business related to the Corporate Purpose indicated in Article Two of the Company’s Bylaws (See Exhibit 2); For this reason, it will represent ENERMAS LATINOAMÉRICA before all kinds of Persons, including Administrative and Judicial Authorities, at Federal, State or Municipal level, before the Conciliation and Arbitration Boards and other labor authorities and before arbitrators.

For such purposes, ENERMAS LATINOAMÉRICA Board of Directors will bear the corporate signature, for its actions the joint signature of two of the members of the Board will always be required, one of those two signatures will always be that of the President; unless by Agreement of the General Shareholders’ Meeting it designates only the signature of the President for such effect.

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In addition to having the broadest powers to be able to perform them in the following manner: I. Power to grant General or Special Powers of Attorney, always reserving the exercise thereof, as well as to revoke them, with the understanding that such Powers of Attorney may have the power to substitute the powers granted to them in the event that the Board of Directors so determines.

II. Power to grant and revoke powers of attorney.

III. General Power of Attorney for Acts of Dominion in accordance with the provisions of Article 2487, third paragraph, of the Civil Code in force in the State of Veracruz de Ignacio de la Llave and its correlatives in Article 2554 of the Federal Civil Code and the rest of the Federal Entities.

IV. General Power of Attorney for lawsuits and collections with all the general powers and even the special powers that require special power or clause in accordance with the Applicable Law, therefore it is conferred without any limitation in accordance with the provisions of articles: 2487 first paragraph; 2520 of the Civil Code in force in the State of Veracruz de Ignacio de la Llave; including the powers that require Special Clause pursuant to Articles: 2582 and 2587 of the Federal Civil Code and correlative articles of the Civil Codes of Mexico City and the States that make up the Federation.

Including but not limited to, the following powers are mentioned: to attempt, continue and withdraw from all kinds of actions and proceedings, to answer lawsuits, to defend and file defenses, to submit hearings, to offer all kinds of evidence, to object to the validity and scope of the evidence offered by the opposing party, and even to accuse them of being false, to promote and withdraw from Proceeding from relief; to file all kinds of criminal complaints and lawsuits, and to withdraw from them, when permitted by Law; to become a coadjutant of the Public Prosecutor’s Office and to grant a pardon if applicable according to the Law, to settle, to submit to arbitration, to articulate and absolve positions, to challenge judges, to receive payments and to execute all acts expressly determined by Law, including representing the Company before Criminal, Civil and Administrative Authorities and Courts, before labor authorities and courts and before the Ministry of Foreign Affairs (SRE), to enter into agreements with the Federal Government under the terms of Article 27 of the Constitution, sections one and four, the Foreign Investment Law, the Regulations of the Foreign Investment Law and the National Registry of Foreign Investments, as well as other legal provisions within the scope of its competence.

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The Legal Representative will act on behalf of its principal in accordance with and for all the effects of the Federal Law of Contentious Administrative Procedure in force, before all kinds of federal and state administrative authorities, especially before the Ministry of Finance and Public

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Likewise, it may request judgments execution favorable to ENERMAS LATINOAMÉRICA, to submit bids and request the awarding of the assets to be auctioned for ENERMAS LATINOAMÉRICA or for a third party, in terms of Article 419 of the Code of Civil Procedures in force for the State of Veracruz de Ignacio de la Llave and its correlatives with the rest of the States of the Republic, intervening in the insolvency proceedings, suspension of payments and bankruptcies in which ENERMAS LATINOAMÉRICA is a party, attending creditors’ meetings, entering into agreements and always looking after the interests of its represented company.

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Credit (SHCP), the Federal Tax Administration corresponding to its corporate domicile and the Federal Treasury offices that are in its jurisdiction and within the spheres of its competence; Fiscal Office of the Federation, and any other administrative or collection department, department, office or agency of federal tax benefits, even when they do not directly depend in a hierarchical manner on the Ministry of Finance and Public Credit (SHCP).

Likewise, the Attorney-in-Fact may, in terms of the aforementioned Federal Law of Contentious Administrative Proceedings in force, promote on behalf of the principal, with broader representation, before the Federal Court of Tax and Administrative Justice and any of its regional chambers, all kinds of procedural pleadings, sue, submit evidence, present pleadings and file appeals, as well as receive notifications, documents and certified copies, and all that is necessary or convenient to defend in a judicial manner the interests of the taxpayer principal conferred to him by this power of attorney.

They may also represent ENERMAS LATINOAMÉRICA under the terms of Articles 11; 46; 47; 134, Section III; 523; 692, Sections I, II and III; 786; 873; 874; 876; 878; 880; 883; 884 and other related articles of the Federal Labor Law.

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I. General Power of Attorney for Acts of Administration to perform the fiscal procedures, including the registration in the Federal Taxpayers Registry (RFC), advanced electronic signature (FIEL) of ENERMAS LATINOAMÉRICA as a Legal Entity and the obtaining of the respective Certificate before the Tax Administration Service (SAT); in the terms of the second paragraph of articles 2487 of the Civil Code of the State of Veracruz de Ignacio de la Llave; 2554, second paragraph of the Federal Civil Code and its correlatives of the other Federal Entities, so that the Attorney in name and representation of the Company, perform before the Ministry of Finance and Public Credit (SHCP), before the Tax Administration Service (SAT) and any agency of the Federal, State or Municipal Government, all type of acts especially of fiscal or administrative nature, including among others: the registration in the Federal Registry of Taxpayers, the obtaining of the Tax Identification Card of the Company, as well as to perform the procedures to create the advanced electronic signature and to obtain the digital certificate: to present declarations, notifications, reports, promotions, requests and notices before the authorities, as well as the presentation of tax opinions; to manage procedures of refunds and compensation of taxes that ENERMAS LATINOAMÉRICA generates; likewise to receive notifications and to attend all type of requirements before the tax authorities.

II. General Power of Attorney for Labor Administration Acts in the terms of Articles 11 and 692 of the Federal Labor Law; with the broadest powers necessary to negotiate and enter into the necessary Labor Contracts with ENERMAS LATINOAMÉRICA’s employees; as well as to act in all kinds of labor conflicts and in general, for all labor-management matters and to act before any Labor and Social Security authorities, as well as to appear before the Conciliation and Arbitration Boards, whether local or federal; to represent the employer, for purposes of accrediting its personality and capacity in court or outside of them, such as indicating addresses to receive notifications, to appear at hearings to propose conciliatory arrangements and to enter into, negotiate and subscribe settlement agreements under the terms of the Federal Labor Law and any regulations issued thereunder.

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III. Enter into agreements with the Federal Government under the terms of Article 27 of the Constitution, sections one and four; its Organic Law and its Regulations.

IV. To formulate and file complaints, accusations and to cooperate with the Public Ministry in criminal proceedings, being able to constitute ENERMAS LATINOAMÉRICA as a civil party in such proceedings and to grant pardons when, in its opinion, the case deserves it.

V. General Power to grant, endorse, guarantee, subscribe or in any way sign Credit Instruments and Operations on behalf of ENERMAS LATINOAMÉRICA, in the terms of article 9 of the General Law of Credit Instruments and Operations.

To request credits to any Credit Institution or other organization with capacity to grant credits.

VI. Power to open, manage and cancel bank and investment accounts on behalf of the Company, with foreign or domestic banks, with powers to appoint and authorize Persons to intervene in its operations and services, as well as to draw on them.

VII. Enter into proposals and participate in bids, national and international public tenders before all types of public entities, whether centralized or decentralized, or state-owned companies, in accordance with the provisions of the Law of Acquisitions, Leasing and Services of the Public Sector.

VIII. Acquire and hold by any title rights over all kinds of Shares and Social Parts, of all the Corporations and Associations that the National and Foreign Laws allow it.

IX. To appoint and remove ENERMAS LATINOAMÉRICA Directors, Managers, Sub-Managers, Coordinators, Chiefs, Managers, Agents, Representatives, Agents, employees, determining their attributions, working conditions and remunerations.

X. The power to appoint and remove the Chief Executive Officers to comply with the resolutions adopted by the Board.

XI. To grant guarantees and sureties to Subsidiary companies or those in which the Company has a share of the Capital Share any relationship or interest, as well as to enter into Trusts.

XII. Powers to call Shareholders’ Meetings, whether ordinary or extraordinary; as well as in all cases provided for in the Company’s Bylaws, or whenever it deems it convenient, and to execute its resolutions.

XIII. The General Shareholders’ Meeting may expand or limit the powers of the Administrative Body as it deems convenient.

XIV. Power to perform all acts indicated in the Company’s Bylaws or as a consequence thereof.

As established in Article Seventy-Third of the Company’s Bylaws and Clause Sixty-Seventh (A) of the Company’s Shareholders’ Agreement.

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The Board of Directors shall also have the following powers: I. To represent ENERMAS LATINOAMÉRICA in the terms set forth in Article Seventy-Third of the Company’s Bylaws.

II. To submit to the General Stockholders’ Meeting, the Business Plan and Annual Budget of the Company for its discussion and approval, if it is the case.

III. To submit to the consideration of the General Stockholders’ Meeting, the Business Plan and Budget; Strategic Plans, the projects and programs of financing, investment, organization and other activities of ENERMAS LATINOAMÉRICA. IV. To submit to the General Shareholders’ Meeting the requests for credits and the necessary

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terms to obtain them, exercising and managing them afterwards.

V. To issue the Internal Regulations, this will be submitted to the approval of ENERMAS LATINOAMÉRICA General Shareholders’ Meeting.

VI. To analyze and approve the quotations for purchases and sales of ENERMAS LATINOAMÉRICA, with information to the General Shareholders’ Meeting, in order to efficiently and honestly manage ENERMAS LATINOAMÉRICA’s funds.

VII. To enter into the Confidentiality and Non-Disclosure Agreement with Shareholders, officers, directors, employees and other Persons with whom ENERMAS LATINOAMÉRICA has a relationship.

VIII. To establish the general strategies for Business conduction to achieve the Corporate Purpose fulfillment according to Article Two of the Corporate Bylaws.

IX. To supervise ENERMAS LATINOAMÉRICA management and conduction, as well as its Relevant Directors performance.

X. As indicated in the previous fractions, Commissioners prior opinion shall be required.

XI. In general, to take all the necessary measures for ENERMAS LATINOAMÉRICA good performance.

As established in Article Seventy-Fourth of the Company’s Bylaws and Clause Sixty-Seventh (B) of the Company’s Shareholders’ Agreement.

1.3.4 COMPANY´S SHAREHOLDERS MEETINGS. The General Shareholders’ Meeting is ENERMAS LATINOAMÉRICA Supreme Body. Its resolutions and/or agreements shall be enforced by ENERMAS LATINOAMÉRICA Shareholders and officers and/or by the Person(s) expressly appointed by the Shareholders’ Meeting in question; its resolutions and/or agreements shall be binding even for those absent or dissenting, except for the rights of opposition as established in the Applicable Legislation.

As established in Article Forty Eight of the Company’s Bylaws and Clause Fifty of the Company’s Shareholders’ Agreement.

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The Shareholders’ Meetings will be of the following nature: I. Ordinary Meetings will be in accordance with the provisions of Article 181 of the General Law of Commercial Corporations.

Their purpose is to hear and resolve on matters not mentioned in Article 182 of the General Law of Commercial Corporations, included in the Agenda.

When the purpose of the Meeting is to hear the report and financial statements related to the fiscal year, it must be called and meet within four months following the period of such fiscal year.

In order for the Ordinary Meeting to be considered legally convened on first call, at least 50% of the Shares of the Capital Share with Voting Rights must be represented with respect to the matters to be discussed at said Meeting.

If the Meeting cannot be held on the day set for the meeting, a second call will be performed, stating such circumstance in accordance with Article 191 of the General Law of Commercial Corporations, and the Meeting will be validly constituted when whatever the number of Shares

THE MANAGER

As established in Article Forty-ninth of the Company’s Bylaws and Clause Forty-ninth (A) of the Company’s Shareholders’ Agreement.

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represented in the Equity Interests, provided that such Shares have the Right to Vote at the meeting in question.

The Ordinary Meeting resolutions on first or subsequent call shall be adopted by a Majority of Votes of the Shares represented by the Equity Interests.

II. Extraordinary Meetings will be those that deal with any of the matters mentioned in Article 182 of the General Law of Mercantile Corporations, those whose purpose is to know and resolve on any of the following matters: a) ENERMAS LATINOAMÉRICA duration extension. b) ENERMAS LATINOAMÉRICA early dissolution. c) Share Capital increase and/or reduction in its minimum fixed part. d) ENERMAS LATINOAMÉRICA’s Object change. e) ENERMAS LATINOAMÉRICA Nationality change. f) ENERMAS LATINOAMÉRICA Transformation. g) Merger with another Company. h) ENERMAS LATINOAMÉRICA Spin-off. i) Preferred Shares Issuance. j) ENERMAS LATINOAMÉRICA amortization its own Shares and Excess Shares Issuance. k) Bonds Issuance.

IIl) Any other amendment performed to these Bylaws and/or in the Shareholders’ Agreement.

In order for an Extraordinary Meeting to be considered validly installed on first call, at least half of the Shares of Capital Share entitled to vote at such Meeting must be represented, in accordance with Article 191, paragraph two of the General Law of Commercial Corporations.

If the Extraordinary Meeting cannot be held on the day indicated in the Agenda, a second call will be performed, stating such circumstance, and the Meeting will be validly constituted regardless of the number of Shares represented in the Equity Interests with Voting Rights at the Meeting in question.

Extraordinary Meeting resolutions, on first or subsequent call, must always be adopted by the affirmative vote of one-half of the Shares of Capital Share with Voting Rights at such Meeting.

The Minutes of these Meetings must be recorded in accordance with the Applicable Legislation.

IV. But if at a Shareholders’ Meeting, regardless of whether it is of any nature, all the Shares represented in the Equity Interests with their Rights to freely cast their Votes are present, such Meeting may resolve on matters of any nature and even on those not included in the respective Agenda when all the Shareholders agree thereon, in accordance with Applicable Law. V. Special Meetings will be those that meet to deal with matters that may affect the rights of a single Series and Shares Class of ENERMAS LATINOAMÉRICA’s Corporate Interests and will be subject to the provisions applicable to Ordinary Meetings as mentioned in the Company’s Bylaws, the Shareholders’ Agreement, in accordance with the Applicable Legislation.

VI. Shareholders will implement mechanisms to be followed in case they do not reach agreements regarding specific matters as established in Article 13 section IV of the Securities Market Law.

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The Ordinary, Extraordinary and Special General Shareholders’ Meetings, except in the case of acts of God and/or force majeure, will meet at the corporate domicile (or if applicable, the domicile approved by the Meeting for such purpose), on the date and at the time indicated in the respective Notice of Meeting, within the Agenda.

An Ordinary General Shareholders’ Meeting shall be held at least once a year, within the 4 months following the closing of the fiscal year, to deal with any specific matter, as stated in Article 181 of the General Law of Commercial Companies and any other matter included in the Agenda, and whenever any Shareholder requests it in writing to ENERMAS LATINOAMÉRICA Chairman and/or the Secretary of the Board of Directors.

As established in Article Fiftieth of the Company’s Bylaws and Clause Forty-ninth (B) of the Bylaws. Forty-Ninth (B) of the Company’s Shareholders’ Agreement.

1.3.5 COMPANY’S OFFICERS. ENERMAS LATINOAMÉRICA Officers by the sole fact of their appointment shall not be empowered to represent ENERMAS LATINOAMÉRICA, with the understanding that any powers to act on behalf of ENERMAS LATINOAMÉRICA shall be granted to such officers by ENERMAS LATINOAMÉRICA Shareholders’ Meeting or by ENERMAS LATINOAMÉRICA Board of Directors.

In the event of the death, incapacity or removal, with or without cause, of the Chief Executive Officer or other Directors appointed for specific purposes, in order to conduct the day-to-day operation of ENERMAS LATINOAMÉRICA, as follows: I. ENERMAS LATINOAMÉRICA through the General Shareholders’ Meeting is the Superior Body, which notifies in due time and form to the Board of Directors, which shall appoint a temporary or definitive replacement of the General Manager.

II. Within 90 calendar days after such event, the Board of Directors shall appoint the new General Director appointed for specific purposes, in order to conduct the daily operation of ENERMAS LATINOAMÉRICA, in accordance with the Applicable Legislation.

As established in Article Ninety-Third of the Company’s Bylaws and Clause Eighty-third (B) of the Company’s Shareholders’ Agreement.

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Chief Executive Officer powers are as follows: I. To prepare and submit to the Board of Directors for its approval, the Business Plan and Budget, as well as ENERMAS LATINOAMÉRICA organization and activities.

II. To prepare and submit to the Board of Directors the report referred to in Article 44, Section XI of the Securities Market Law, in connection with Article 172 of the General Law of Commercial Companies, with the exception of the provisions of paragraph b) of the aforementioned Article and Law. III. To have the Board of Directors approval, to appoint the necessary personnel to comply with the Corporate Purpose stated in Article Two of the Company’s Bylaws (See Exhibit 2),

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Business Plan and Budget, with the activities authorized by ENERMAS LATINOAMÉRICA General Shareholders’ Meeting, in accordance with the Applicable Legislation.

IV. To submit to the consideration of the Board of Directors, the quotations obtained for purchases, sales and agreements of ENERMAS LATINOAMÉRICA. V. To attend with voice but without vote, in the case of not being an ENERMAS LATINOAMÉRICA Shareholder, the General Shareholders’ Meetings and/or of ENERMAS LATINOAMÉRICA Board of Directors Sessions.

VI. To request the Board of Directors, when necessary, to summon the General Shareholders’ Meeting and/or the Board of Directors to deal with matters related to ENERMAS LATINOAMÉRICA. VII. To exercise the powers granted and conferred by the General Shareholders’ Meeting or the Board of Directors.

VIII. To establish mechanisms and internal controls that allow verifying that ENERMAS LATINOAMÉRICA acts and operations have complied with the Applicable Legislation, as well as to follow up the results of those mechanisms and internal controls, in order to take the necessary measures if necessary.

IX. To exercise the liability actions referred to in the Applicable Legislation, against Related Persons or Third Parties that presumably have caused damage to ENERMAS LATINOAMÉRICA, unless, by the Board of Directors determination and prior Audit Committee opinion, the damage caused is not relevant.

X. Any other provisions that may be conferred to him in accordance with Article 44 of the Securities Market Law and that are provided for in the Bylaws and in the Shareholders’ Agreement are in accordance with the functions assigned to the Chief Executive Officer.

In terms of the provisions of Article 28, Section III, paragraph d) of the Securities Market Law, the Board of Directors will be in charge of the appointment, election and, if applicable, removal of the Chief Executive Officer and his integral compensation, as well as the policies for the appointment and integral compensation of the Relevant Officers.

XI. In general, to execute the Board of Directors Resolutions or of the General Shareholders’ Meeting of the Company, as well as to efficiently and honestly manage the funds assigned to it in order to make the purchases, sales and contracts that correspond to it and to take the necessary measures for Company’s activities good progress and development, in accordance with Applicable Legislation.

As established in Article Ninety-Fourth of the Company’s Bylaws and Clause Eighty (C) of the Company’s Shareholders’ Agreement.

Commissioners may or may not be ENERMAS LATINOAMÉRICA Shareholders of any Class and Series, will serve for 1 year and may be reelected as many times as deemed convenient,

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1.3.6 COMPANY’S SURVEILLANCE. ENERMAS LATINOAMÉRICA will be supervised by one or more Commissioners, who may have their respective alternate(s), according to the needs of ENERMAS LATINOAMÉRICA, as previously established in Articles 41 of the Securities Market Law and 164 of the General Law of Commercial Companies; as determined by the General Shareholders’ Meeting that appoints them.

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but will continue in the performance of their duties until their successor(s) is/are appointed or removed by the General Shareholders’ Meeting.

For this purpose, a year shall be understood as a period elapsed between the date of an Annual Ordinary General Shareholders’ Meeting and the date of the next Annual General Shareholders’ Meeting of the same type.

As established in Article Ninety-Fifth of the Company’s Bylaws and Clause Eighty-First (A) of the Company’s Shareholders’ Agreement.

ENERMAS LATINOAMÉRICA Commissioners shall have the following attributions: I. To take care that all the Social Contributions comply with the provisions of the Applicable Legislation, the Company’s Bylaws and the Shareholders’ Agreement.

II. To take care that the credits and/or loans that ENERMAS LATINOAMÉRICA requests and obtains, as well as the other funds, are invested in a prudent and efficient manner.

III. To ensure that ENERMAS LATINOAMÉRICA Shareholders, of any Class and Series, fully comply with their obligations and that ENERMAS LATINOAMÉRICA Directors, Officers and employees efficiently and honestly perform tasks entrusted to them, in accordance with the Applicable Legislation.

IV. To take care that operation plans, work, organization and other activities are in accordance with the programmed.

V. To propose, if necessary, to ENERMAS LATINOAMÉRICA Shareholders’ Meeting, the person who will be in charge of the Accounting and to watch that the accounting reports are clear, reliable, truthful and timely, in accordance with the Applicable Legislation.

VI. Submit before the General Shareholders’ Meeting a report on the results of its work as supervisor, reporting any irregularities it may have observed and promoting measures to correct them.

VII. In addition to the powers and obligations set forth in Articles 164; 165; 166 and other related articles of the General Law of Commercial Companies.

As established in Article Ninety Six of the Company’s Bylaws and Clause Eighty One (B) of the Company’s Shareholders’ Agreement.

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ENERMAS LATINOAMÉRICA Commissioners remuneration will be fixed by the Ordinary General Shareholders’ Meeting that appoints them. Therefore, Commissioners shall guarantee in their duties performance, what is set forth in points 1, 2, 3 and 4 within Clause Seventy Sixth of the Shareholders’ Agreement, in accordance with the Company’s Bylaws and the Applicable Legislation.

As established in Article Ninety-seventh of the Company’s Bylaws and Clause Eighty-first (C) of the Company’s Shareholders Agreement.

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1.3.7 COMPANY´S FINANCING ACCEPTANCE. In the event that, due to situations beyond the control of Shareholders Series “A” of ENERMAS LATINOAMÉRICA, they need to require Leverage Financing from a Qualified Investor and/or Additional Strategic Investor and/or an Institutional Investor for reasons of covering higher Bonds, Guarantees, counter-guarantees and insurances, derived from National and International Public Bids and/or Direct Awards and/or Concessions, Licenses, such as those performed in the Promotion of Investment in Private Offering at domestic and international level and/or by means of a Treasury Trust, Guarantee and Source of Payment, previously contemplated in the Applicable Legislation.

For such reason, ENERMAS LATINOAMÉRICA Shareholders’ Meeting will decide Leverage Financing Acceptance, which must be presented based on Investment Projects (which is implemented through a Capitalist Vehicle) where all expenses and costs generated in a reasonable manner and/or duly accredited for any of the activities development related to ENERMAS LATINOAMÉRICA Business of are considered.

The above is with the purpose of making it clear that the Financier as Investor (in the Capital Vehicle), is the contributor of the bonds, guarantees, counter-guarantees, additional insurance and/or source of payment that are fundamental for ENERMAS LATINOAMÉRICA execution, operation and purposes.

As established in Article Forty-Seventh of the Company’s Bylaws and Clause Forty-Eighth of the Company’s Shareholders Agreement.

1.3.8 COMPANY’S FINANCIAL YEARS AND FINANCIAL INFORMATION. The fiscal and social years shall last one year, from January 1st to December 31st of each calendar year, except for the years in which ENERMAS LATINOAMÉRICA is incorporated and liquidated, which shall begin on the date of incorporation and shall end on the date of publication of the liquidation balance sheet in the Official Gazette and/or in the publication in the media of the locality where ENERMAS LATINOAMÉRICA has its domicile, in accordance with the Applicable Legislation.

As established in Article One Hundred and First of the Company’s Bylaws.

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ENERMAS LATINOAMÉRICA, through the Chief Executive Officer and the Directors of Administration and Finance and their equivalents in the Subsidiaries of ENERMAS LATINOAMÉRICA must prepare and maintain, at all times, books, records and files that reflect accurate, faithful and reliable information of ENERMAS LATINOAMÉRICA operations and the Subsidiaries (including Share registry books, of Capital Variations, minutes, as well as all information related to their accounting and financial situation in accordance with the accounting, legal and fiscal requirements applicable to their legal competence and applicable to the accounting principles generally accepted in Mexico applied in a consistent manner, in accordance with the Applicable Legislation).

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As established in Article One Hundred and Second of the Company’s Bylaws and Clause Eighty (D) of the Company’s Shareholders’ Agreement.

1.4 EXTERNAL AUDITORS. Due to its recent incorporation, ENERMAS LATINOAMÉRICA does not have external auditors and therefore no opinion has been issued with respect to its financial statements. The financial situation of ENERMAS LATINOAMÉRICA has no impact on Private Equity Investment Fund as a Debt Instrument results.

1.5 RELATED PARTY TRANSACTIONS AND CONFLICTS OF INTEREST. One of the factors that make ENERMAS LATINOAMÉRICA different from other funds issuing Private Debt Bonds is that the Mexican Over-The-Counter Market is independent from any financial group that may have interests that could sometimes conflict with the interests of the Private Equity Investment Fund as a Debt Instrument, and its independence with respect to construction companies, whose motivations could also represent, at any given time, a misalignment of interests with respect to the Additional Strategic Investors as Company’s Series “B” Shareholders.

Notwithstanding the foregoing, and there not being by construction a set of aspects in which ENERMAS LATINOAMÉRICA could enter into a conflict of interest with Series “B” Shareholders, there are still some activities that ENERMAS LATINOAMÉRICA may perform in respect of which there could be a conflict with the interests of Series “B” Shareholders. In this regard, although there is no certainty that an outcome will not be more advantageous for ENERMAS LATINOAMÉRICA or other investors than for the Private Equity Investment Fund as a Debt Instrument and, therefore, for Series “B” Shareholders, there are several provisions in the Transaction Documents that help to mitigate these risks.

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As described in section “III. Transaction Structure - 5. Issuance and Protection General Policies of Shareholders Interests - 5.2 Protection Mechanisms for Shareholders Interests / Corporate Governance. - 5.2.3 Shareholders’ Meeting” of this Prospectus, in certain cases in which a conflict of interest could arise and in particular in those cases in which it is intended to perform transactions with Related Persons, the Shareholders’ Meeting, after consulting opinion issued by the Investment Committee, must approve the respective transactions, following the procedure. However, there can be no assurance that such processes are sufficient to fully mitigate the risks of conflicts of interest.

In order to strengthen mechanisms to protect Series “B” Shareholders interests, the Investment Committee has resources from the Independent Advisor Expense Reserve to pay advisors expenses to be hired in case of assisting the Independent Members and those appointed by the Shareholders, including External Audits hiring to certify the correct conflict resolution.

For the avoidance of doubt, Series “B” Shareholders’ Meeting approval will not be required with

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respect to transactions expressly contemplated in the Convertible Participative Private Equity Investment Agreement as Debt Instrument, such as the investments performed by ENERMAS LATINOAMÉRICA as Manager in accordance with section “III. Transaction Structure - 1.

General Description - 1.2 Co-Investor Investment Commitments” of this Prospectus.

Independently of its approval by Investment Committee, any transaction with such Related Persons performed by ENERMAS LATINOAMÉRICA as Manager or any Strategic Partner must be entered into on market terms, being understood as such, on terms and conditions similar to those that the Manager or any Strategic Partner could have obtained from Persons not related to any of them.

Transaction Documents provide for certain additional mechanisms to align ENERMAS LATINOAMÉRICA interests and the Private Equity Investment Fund as a Debt Instrument.

However, there can be no assurance that such processes will be sufficient. The aforementioned mechanisms include: I. A remuneration scheme under which ENERMAS LATINOAMÉRICA, as Manager, will receive distributions based on Investments success through Performance Distributions, as described in section “III. Transaction Structure - 1. General Description - 1.5 Fund Structure and its Investments - 1.5.4 Divestments and Returns Distribution based on Net Rate.” of this Prospectus.

II. A Co-Investment scheme under which ENERMAS LATINOAMÉRICA as Co-Investor has to participate in each of Series “B” Investments and Divestments, aligning its economic interest with that of Series “B” Shareholders, all of them as Additional Strategic Investors in the Equity Investments.

III. ENERMAS LATINOAMÉRICA as Manager, its officers and its Affiliates obligation not to take advantage for itself or offer investment opportunities similar to Investments to persons other than the Private Equity Investment Fund as Debt Instrument and, if applicable, the Parallel Vehicles and Third Party Co-Investors, except for certain exceptions described in section “III. Transaction Structure -3. Transaction Documents Description - 3.1 Convertible Participative Private Equity Investment Agreement - 3.13 The Manager - Rights and Obligations of the Manager” of this Prospectus.

IV. ENERMAS LATINOAMÉRICA as Manager’s obligation not to complete a subsequent offering for a Fund with objectives and strategies similar to those of the Private Equity Investment Fund, as described in the last paragraph of section “III. Transaction Structure - 3. Transaction Document Description. - 3.1 Convertible Participative Private Equity Investment Agreement - 3.13 The Manager - Rights and Obligations” of this Prospectus.

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2. ENERMAS LATINOAMERICA STAFF FEATURES AND EXPERIENCE. According to approach and vision reflected in section “IV. Investments in Energy and Infrastructure in Mexico” of this Prospectus, Capital Investment needs in different priority sectors for the country, as well as budgetary insufficiency, highlight great Investment opportunities that can only be properly capitalized by committing substantial monetary resources and high quality human talent.

This Private Equity Investment Fund as a Debt Instrument is specialized in energy, environment and infrastructure sectors, which allows grouping benefits of third party asset management and Private Equity Investment with vast mentioned sectors knowledge. ENERMAS LATINOAMÉRICA is therefore created with capitalizing intention on the above mentioned opportunities through joint experience and proven success of its members.

Founding Shareholders joint trajectory of ENERMAS LATINOAMÉRICA has been complemented, therefore, with experiences that allow covering elements related to conceptualization, design and implementation of energy, environmental and infrastructure projects. In recent years, Investment team members have led investments, as well as project management and advisory services in these sectors.

ENERMAS LATINOAMÉRICA has a unique approach, supported by professionals with extensive experience in opportunity generation, analysis, structuring, monitoring and divestment of assets through an exit strategy.

2.1 MANAGER´S EXPERIENCE. ENERMAS LATINOAMÉRICA is a newly created company with no previous operations, incorporated for Promoting Investment purpose through Private Equity Investment Fund as Debt Instrument, to act as Private Debt Instrument Issuer and Private Equity Investment Fund Manager. However, Investment Committee members have extensive experience in energy, environment, infrastructure and private equity sectors in Mexico.

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VI. TAX CONSIDERATIONS. In Mexico, Corporations are legal vehicles that allow us to operate a business through an independent legal entity that has its own assets and personality.

One of the main reasons to perform Incorporation of Corporations lies in its feature of having its own equity, that is distinction and delimitation between Partners or Shareholders equity and the Company equity and makes it an independent entity, which is the main advantage for Partners or Shareholders in delimiting Company equity that they are part of, since they have limited risk involved in their Investment. With the understanding that Investment in Corporations Capital Stock brings with it fiscal consequences; some for Corporations, others for Partners or Shareholders.

In the particular case of “Energía y Medio Ambiente del Sureste de Latinoamérica, Sociedad Anónima Promotora de Inversión de Capital Variable” in accordance with the provisions of Article 7 of the Income Tax Law, which generically defines a corporation, the same that have different patrimonial features, purpose and nature, must comply with the provisions of the Single Rate Business Tax Law (LIETU) and other applicable tax provisions.

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ENERMAS LATINOAMÉRICA as an Investment Promotion Company of Variable Capital has the following advantages: I. It allows receiving smaller scale Investments to form a Private Capital Investment Fund, as a Debt Instrument.

II. It imposes restrictions of all kinds on the transfer of ownership and rights with respect to the Shares issued according to the Shares Series and Class representing the Capital Stock.

III. It allows the Shareholders to be Temporary Shareholders of new units, but only to participate in the results of their unit, without affecting ENERMAS LATINOAMÉRICA or the other business units.

IV. As the Distribution of Profits in each business unit is different, Dividends payment or Profits is differential with the Partners of other business units of ENERMAS LATINOAMÉRICA. V. Interests payment (Returns based on the Net Rate) is performed at a previously agreed rate, for Investment performed by new Shareholder or Partner, as an advance of the Dividends that will be collected at agreed period end (according to the terms and conditions of Convertible Participative Private Equity Investment Agreement as Debt Instrument).

VI. Provides Share Buyback option of Stock Securities (Bonds) as set forth in Article 17 of the Securities Market Law; within an established term (according to the terms and conditions of Convertible Participative Private Equity Investment Agreement as Debt Instrument).

VII. Allows new Series issuance (as provided in Article Twenty of the Company’s Bylaws and Clause Twenty-Third of the Company’s Shareholders’ Agreement), by percentages of Shares to Shareholders (on a temporary basis), without the need to perform a certification or amend of the Company’s Articles of Incorporation.

VIII. Shareholders or Partners of the Class II Series number of the Company is unlimited.

IX. It allows the Shareholders or Founding Partners to perform contributions for future increases and/or Loans (to provide Liquidity) to Fixed Capital Stock of the Company; but its treatment has an accounting effect in ENERMAS LATINOAMÉRICA for Income Tax purposes.

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In the case of its Capital Stock, it is created by ENERMAS LATINOAMÉRICA’s Social Shares, according to the number of Partners and/or Shareholders, which is represented by Shares, in accordance with the provisions of articles: 111, 112, 124, 125 and 126 of the General Law of Commercial Corporations.

The tax must be paid annually on the taxable profits to ENERMAS LATINOAMÉRICA. Such profits are computed by deducting certain allowable expenses from the total accumulated income. Most of ENERMAS LATINOAMÉRICA’s income is considered cumulative for Income Tax (ISR) purposes at the time invoices (CFDI) are issued or when goods or services are delivered to the purchaser if no invoice is issued. Basically, allowable deductions are all discounts or expenses that are strictly necessary for ENERMAS LATINOAMÉRICA operation.

Except for the first year of ENERMAS LATINOAMÉRICA operations, it must file its Income Taxes (ISR) by means of monthly interim payments through the payment references elaborated in the Tax Administration Service (SAT) as Tax Authority in Mexico; through its electronic portal.

These interim payments will be credited against the annual tax returns. The Income Tax (ISR) rate in Mexico is 30% for Corporations and 35% for Individuals.

When ENERMAS LATINOAMERICA sells or leases goods or services in Mexico, it will be obliged to pay the Value Added Tax (VAT). This tax is 16% of the price of the goods or services and can be transferred to customers by including the tax on their invoices. In the case of exports, VAT is 0%.

In addition, there are social taxes (Income Tax Withholdings for wages and salaries, Social Security Contributions, and State Payroll Tax) that are linked to ENERMAS LATINOAMÉRICA’s status as an employer.

ENERMAS LATINOAMÉRICA, Partners of any Class and Series; must register in the Federal Taxpayers Registry (RFC) before the Tax Administration Service (SAT), in this regard it is important to emphasize that in 2016 the Miscellaneous Tax Resolution, a generic key was established for foreign partners, separating the Partners as Legal Entities (Legal Entities) and Individual Partners (Natural Persons) with a different key.

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Although as of 2014, both the Share Securities and the Corporate Books are part of accounting for tax purposes. In fact, not only the accounting records are accounting, but also documentation and within the Company itself. It is necessary to check that ENERMAS LATINOAMÉRICA Partners can prove such quality so that subsequently, they can exercise their patrimonial rights (the right to the Dividend).

Profit in capital increase for profits obtained, derived from Corporate Purpose fulfillment; according to the regulatory framework applied to ENERMAS LATINOAMÉRICA, the profits are the accounting profits, independently of the result obtained for tax purposes in those years.

As established in Article 19 of the General Law of Commercial Corporations, the profits to be distributed will be those that have been accumulated, once deducted from the same losses;

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with the understanding that the Profit is the profit generated by ENERMAS LATINOAMÉRICA, and the Dividends are the distribution of the Profits among the Partners or Shareholders of ENERMAS LATINOAMÉRICA. ENERMAS LATINOAMÉRICA as a Legal Entity and as a taxpayer, in accordance with the provisions of Article 76, Section XI of the Income Tax Law, which makes payments for Dividends or Profits to Individuals or Legal Entities, in addition to the obligations established in other articles of the aforementioned Law. ENERMAS LATINOAMÉRICA, will perform payments with non-negotiable nominative check of the taxpayer issued in the name of the Shareholder or through fund transfers regulated by the Bank of Mexico to the account of such Partner or Shareholder, as it is stated in article 76, section XI, paragraph a) of the Income Tax Law. ENERMAS LATINOAMÉRICA, will provide to the Persons (Partner or Shareholders) to whom they perform payments for the concepts of Dividends or Profits, fiscal voucher in which the amount is indicated, the Income Tax (ISR) withheld in terms of articles: 140 and 164 of the Income Tax Law; as well as if these come from the accounts established in Articles 77 and 85 of the Income Tax Law, as the case may be, and/or if they are Dividends or Profits referred to in the first paragraph of Article 10 of the Income Tax Law. This voucher will be delivered when the Dividend or Profit is paid; as established in article 76, section XI, paragraph b) of the Income Tax Law. In the case of a Profit to be Distributed, always the accounting Profit, it should be specified that the accumulated profits are not the Profit to be Distributed, since from them must be subtracted the losses (if any) and also the legal or statutory reserves established in ENERMAS LATINOAMÉRICA. Meanwhile, the Dividend will then be the proportional part of the Capital Stock of the Profit to be Distributed and defined in ENERMAS LATINOAMÉRICA Ordinary General Shareholders’ Meeting; the dividend of the Profit to be distributed (whether Total or Partial) is approved, which will be in the proportion determined for such effect, as established by the Applicable Tax Legislation.

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The reimbursement of contributions to the Partners or Shareholders does NOT cause Income Tax (ISR), as long as ENERMAS LATINOAMÉRICA has an updated Contribution Capital (CUCA), with the understanding that the amount contributed plus the inflationary effect between the date of contribution and withdrawal is less or equal to the Stockholders’ Equity,

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Such dividends may or may not cause Income Tax (ISR) for ENERMAS LATINOAMÉRICA that distributes them, for which they must keep an account of those tax profits that have already paid such tax, known as “Net Tax Profit Account (CUFIN)”. With the understanding that ENERMAS LATINOAMÉRICA as an issuer that distributes profits from this account does not cause Income Tax (ISR). As of 2014, the profits delivered to the Partners or Shareholders residing in Mexico or abroad cause an Income Tax (ISR) of 10% on the profits generated from that year, which must be withheld by ENERMAS LATINOAMÉRICA as payer of the dividend to the Shareholder or Partner receiving that income.

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according to the Financial Reporting Standards (NIF) used by ENERMAS LATINOAMÉRICA. In the event that the Shareholders’ Equity is less than the Capital to be Withdrawn (the Income Tax Law establishes a global calculation for the total Shares of ENERMAS LATINOAMÉRICA and another one exclusively for the Shares redeemed), it is considered that Dividends are withdrawn.

To determine the gain on disposal of Shares, whose holding period is 12 months or less, ENERMAS LATINOAMÉRICA may choose to consider as the original adjusted amount of the Shares, the proven acquisition cost of the Shares less the redemptions and the Dividends or Profits paid, ENERMAS LATINOAMÉRICA as Issuer of the Shares corresponding to the holding period of the Shares in question, based on the restatement of the proven acquisition cost of the Shares, will be made for the period from the month of their acquisition until the month in which the Shares are disposed of. Losses and the difference pending reduction referred to in the fifth paragraph of Article 77 of the Income Tax Law will be restated from the month in which they were last restated until the month in which the Shares are disposed of. Reimbursements paid will be restated for the period from the month in which they were paid until the month in which the Shares are disposed of in accordance with Article 22, Section IV of the Income Tax Law. With the understanding that ENERMAS LATINOAMÉRICA as Issuer shall provide to the Partners or Shareholders that request it, a statement with the necessary information to determine the adjustments referred to in Article 22 of the Income Tax Law; such statement shall contain the data stated in the tax receipt issued for such purpose.

As provided in Article 22 of the Income Tax Law, which refers to reimbursements paid, it is understood that amortizations and capital reductions referred to in Article 78 of the Income Tax Law are included. In these cases, the taxpayers will only consider amortizations, reimbursements or capital reductions, which correspond to the Shares that have not been cancelled, due to such operations.

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In the reimbursement of Contributions to the Partners or Shareholders does not cause Income Tax (ISR) as long as ENERMAS LATINOAMÉRICA has an updated Contribution Capital (CUCA), that is to say, the amount contributed plus the inflationary effect between the date of contribution and withdrawal is less or equal to the Stockholders’ Equity (according to the Financial Reporting Standards used by the entity). In the event that the Stockholders’ Equity is less than the Capital to be withdrawn, the Income Tax Law establishes a global calculation for the total Shares of ENERMAS LATINOAMÉRICA and another one exclusively for the Shares redeemed, it is considered that Dividends are withdrawn.

As described in section “III. Transaction Structure - 1. General Description - 1.5 Fund Structure and its Investments - 1.5.4 Divestments and Returns Distribution based on Net Rate” of this Prospectus, such Shareholder will be deemed to have received a payment from the Fund (including for purposes of calculating distributions from the Distribution Account as described in such section of this Prospectus) at the time such withholding or

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other tax is withheld or paid (whichever occurs first), which payment will be deemed to be a Distribution in respect of such Shareholder’s interest in First Place and Manager Distributions Performance in Second Place, as the case may be.

They are obligated to pay Income Tax (ISR) in accordance with Article 90, first paragraph, of the Income Tax Law, which establishes that Natural Persons residing in Mexico who obtain income in cash, in goods, accrued when under the terms of this Law, in credit, in services in the cases indicated in such Law, or of any other type, are obligated to pay Income Tax (ISR). Individuals (Natural Persons) residing abroad who perform business activities or provide independent personal services in Mexico through a permanent establishment are also obligated to pay Income Tax (ISR) on the income attributable to such establishment.

Natural Persons residing in Mexico are obliged to inform the Tax Administration Service (SAT), in the tax return for the year, about loans, donations and prizes obtained during the year, provided that these, individually or as a whole, exceed $600,000.00 (six hundred thousand pesos 00/100 Mexican pesos) and its equivalent in BYN, as established in Article 90, second paragraph, of the Income Tax Law. Natural Persons residing in Mexico must inform the Tax Administration Service (SAT), through the means and formats indicated for such purpose and by means of general rules, regarding the amounts received for the concepts indicated in the preceding paragraph at the time of filing the annual tax return of the fiscal year in which they are obtained; as established in Article 90, third paragraph, of the Income Tax Law. ENERMAS LATINOAMÉRICA Shareholders or Partners may perform contributions for future increases to the Capital Stock of the Company; it may be considered as acumulable income, as established in Article 18, section XI of the Income Tax Law; except in the case that it is demonstrated that the Shareholders or Partners who are residents abroad paid the tax referred to in Article 166 of the Income Tax Law. Unless notice is filed with the Tax Administration Service (SAT) within 15 days after the date on which the corresponding amounts are received, as established in Article 76, Section XVI of the Income Tax Law.

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Shareholder or Partner must issue a tax receipt for the Interest paid by ENERMAS LATINOAMÉRICA; with this, ENERMAS LATINOAMÉRICA credits the Value Added Tax (VAT) and the interest paid is deducted, as it is established in the Applicable Tax Legislation.

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In the case of the Loan that is made by means of operations between Related Parties, by means of Related Operations (as established in Articles 358 of the Commercial Code and 12 of the General Law of Commercial Corporations); interest at market value must be stipulated, by means of a mutual interest contract (as established in Article 361 of the Code of Commerce) and thus, avoid the Tax Authority to presume a Tax Discrepancy (as established in Article 91 of the Income Tax Law); in accordance with the provisions of Article Nine of the Company’s Bylaws.

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It is important to emphasize that there is a very important advance in the information systems, which facilitates that through the CFDI they inform to the Tax Administration Service (SAT) everything related to the Investor as Shareholder and in a regular way, all these concepts associated to their Federal Taxpayer Registry are already preloaded in their corresponding declaration.

In order to avoid that in the annual declaration of each Investor as Shareholder, it becomes complicated; the Investor must be attentive to its accounting, since it is a task that must be constant throughout the corresponding fiscal year.

According to the terms and conditions of Convertible Participative Private Equity Investment Agreement as Debt Instrument, ENERMAS LATINOAMÉRICA as Issuer and Manager of the Private Equity Investment Fund as a Debt Instrument, will liquidate the Returns based on the Net Rate, At Issuance maturity end, ENERMAS LATINOAMÉRICA will buyback Simple Bonds Series “B” to respective Shareholders, so that they become part of the Treasury, as Unsubscribed Shares, as established in Article 17 of the Securities Market Law; in accordance with the provisions of Article Eight of the Company’s Bylaws and Clause Twelve Two of the Company’s Shareholders’ Agreement.

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VII. RESPONSIBLE PERSONS FOR SIMPLE BONDS ISSUANCE. We, the undersigned, declare, under oath, that within our respective functions scope, we are issuing the Simple Bonds Series “B” described in this Prospectus, which will be placed in the Private Offering through the Over the Counter (OTC) Trading Systems in Mexico. Although they are NOT registered in the National Securities Registry (RNV) and are NOT eligible to be listed in the corresponding listing in the Mexican Stock Exchange (BMV) and/or Institutional Securities Exchange (BIVA). The non-registration in the National Securities Registry (RNV) does not imply any certification on the goodness of the Simple Bond, regarding ENERMAS LATINOAMÉRICA solvency as Issuer and Manager of the Private Equity Investment Fund as Debt Instrument and/ or on the accuracy or truthfulness of the information contained in this Prospectus, nor does it validate the acts that, if any, have been performed in violation of the Applicable Legislation in any jurisdiction. The foregoing in accordance with the provisions of Articles 1, Sections III, IV and VII; 2, Section XXIV; 8, Sections II and IV, 10, Section I and last paragraph; 13, Section III, paragraph a); 18; and 232, Section III of the Mexican Securities Market Law, in effect in Mexico.

Simple Bonds Series “B” may be acquired by any Investors, which may be Individual Persons or Legal Entities of Mexican nationality and/or by Individuals Persons or Legal Entities of any foreign nationality, who wish to invest in Simple Bonds Series “B” subject to the Issue.

Likewise, we state that we are not aware of any material information that has been omitted or misrepresented in this Prospectus or that this Prospectus contains information that could mislead the Prospective Investors.

The Board of Directors of: “Energía y Medio Ambiente del Sureste de Latinoamérica, Sociedad Anónima Promotora de Inversión de Capital Variable”

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VIII. PRIVATE EQUITY INVESTMENT FUND MANAGEMENT KEY OFFICERS AS A PRIVATE DEBT INSTRUMENT. We, the undersigned, declare, under oath, that within our respective functions scope, we performed research, review and analysis related to energy, environment and infrastructure sectors, where the Projects Promoted for Investment by the Private Equity Investment Fund, as a Debt Instrument; in addition to our participation in the definition of the terms stated in “I. General Information - 1. Glossary”; as well as information related to rights or securities contained in this Prospectus, which, to the best of our knowledge, reasonably reflects their status.

Likewise, we state that information contained in this Prospectus was subject to procedures previously agreed in accordance with the Applicable Legislation in Mexico. As each of us is not aware of material information that has been omitted or misrepresented in this Prospectus or that this Prospectus contains information that could mislead Prospective Investors.

Manager’s Organizational Structure: “Energía y Medio Ambiente del Sureste de Latinoamérica, Sociedad Anónima Promotora de Inversión de Capital Variable”

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IX. RELATED MANIFESTS TO PROSPECTUS.

The undersigned hereby declares under oath that the information contained in Section “V. The Manager” and Exhibit 1 of this Prospectus, was subject to the procedures previously agreed upon in accordance with the Applicable Tax Legislation in Mexico. Likewise, I declare that I am not aware of any information related to, subject to the procedures carried out in Section “VI. Tax Considerations” of this Prospectus, relevant information has been omitted or misrepresented in this Prospectus or that this Prospectus contains information that could mislead the Prospective Investors.

Commissioner of: “Energía y Medio Ambiente del Sureste de Latinoamérica, Sociedad Anónima Promotora de Inversión de Capital Variable”

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The undersigned hereby declares under oath that the information contained in this Prospectus was subject to the procedures previously agreed upon in accordance with the Applicable Legislation in Mexico. Likewise, I declare that I am not aware of any information related to the procedures performed in the development of the following topics: “Macroeconomic Model: Associative Multieconomy”; “Social Investment”; Section “V. The Manager” and Exhibit 1, relevant information has been omitted or falsified in this Prospectus or that this Prospectus contains information that could mislead the Prospective Investors.

Social Engagement Directorate: “Energía y Medio Ambiente del Sureste de Latinoamérica, Sociedad Anónima Promotora de Inversión de Capital Variable”

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Desarrollo e Innovación por Investigación Tecnológica DIXIT S.A. de C.V.

I, the undersigned, declare under oath that the information contained in this Prospectus was subject to the procedures previously agreed upon in accordance with the Applicable Legislation in Mexico. Likewise, I declare that I am not aware of any related information subject to the procedures set forth in Section “V. The Manager” and Exhibit I, of this Prospectus, relevant information has been omitted or misrepresented in this Prospectus or that this Prospectus contains information that could mislead the Prospective Investors.

Biaani Donají Delfín García Legal Representative of DESARROLLO E INNOVACIÓN POR INVESTIGACIÓN TECNOLÓGICA DIXIT S.A. DE. C.V. Strategic Partner of ENERMAS LATINOAMÉRICA.

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SECTION II EXHIBIT

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NOTES

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