1.33 Fund Contributions Deposit

PROSPECTUS INFORMATION FOR ADITIONAL STRATEGIC INVESTORS

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.

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

64

LATAM | ENERMAS |

PRIVATE EQUITY INVESTMENT FUND AS A DEBT INSTRUMENT PRESENTATION

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.

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

LATAM |

ENERMAS

| 65

PROSPECTUS INFORMATION FOR ADITIONAL STRATEGIC INVESTORS

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.

66

LATAM |

ENERMAS

|

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”.

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.

PRIVATE EQUITY INVESTMENT FUND AS A DEBT INSTRUMENT PRESENTATION

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.

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.

LATAM |

ENERMAS

| 67

PROSPECTUS INFORMATION FOR ADITIONAL STRATEGIC INVESTORS

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.

68

LATAM |

ENERMAS

|

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.

PRIVATE EQUITY INVESTMENT FUND AS A DEBT INSTRUMENT PRESENTATION

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.

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.

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

LATAM |

ENERMAS

| 69

PROSPECTUS INFORMATION FOR ADITIONAL STRATEGIC INVESTORS

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.

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

70

LATAM | ENERMAS |

PRIVATE EQUITY INVESTMENT FUND AS A DEBT INSTRUMENT PRESENTATION

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.

1.17 REPAYMENT.

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

1.18 EARLY REPAYMENT.

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

LATAM |

ENERMAS

| 71

PROSPECTUS INFORMATION FOR ADITIONAL STRATEGIC INVESTORS

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.

72

LATAM |

ENERMAS

|

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.

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.

PRIVATE EQUITY INVESTMENT FUND AS A DEBT INSTRUMENT PRESENTATION

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.

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.

LATAM |

ENERMAS

| 73

PROSPECTUS INFORMATION FOR ADITIONAL STRATEGIC INVESTORS

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.

74

LATAM |

ENERMAS

|

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.

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,

PRIVATE EQUITY INVESTMENT FUND AS A DEBT INSTRUMENT PRESENTATION

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.

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.

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

LATAM |

ENERMAS

| 75

PROSPECTUS INFORMATION FOR ADITIONAL STRATEGIC INVESTORS

76

LATAM |

ENERMAS

| 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.

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

PRIVATE EQUITY INVESTMENT FUND AS A DEBT INSTRUMENT PRESENTATION

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.

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.

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.

LATAM |

ENERMAS

| 77

PROSPECTUS INFORMATION FOR ADITIONAL STRATEGIC INVESTORS

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.

78

LATAM |

ENERMAS

|

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.

Item

Initial Issuance

FUNDS DESTINATION Apply: Balance on Account: 6 500 000.00 BYN

Independent Advisor Expenses Reserve 747 500.00 BYN 5 752 500.00 BYN

Initial Issuance Expenses 422 500.00 BYN 5 330 000.00 BYN

PRIVATE EQUITY INVESTMENT FUND AS A DEBT INSTRUMENT PRESENTATION

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: Amount:

Human Assets (Fees) Advisory Material Resources

126,750 BYN 63,375 BYN 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.

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.

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

LATAM |

ENERMAS

| 79

PROSPECTUS INFORMATION FOR ADITIONAL STRATEGIC INVESTORS

80

LATAM |

ENERMAS

| 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.

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

PRIVATE EQUITY INVESTMENT FUND AS A DEBT INSTRUMENT PRESENTATION

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.

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.

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

LATAM |

ENERMAS

| 81

PROSPECTUS INFORMATION FOR ADITIONAL STRATEGIC INVESTORS

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.

82

LATAM |

ENERMAS

| 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.

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”.