3.1.11 Divestments Approval Process

PROSPECTUS INFORMATION FOR ADITIONAL STRATEGIC INVESTORS

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.

84

LATAM |

ENERMAS

|

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.