Item 4 — Purpose of Transaction
Share Purchase Agreement On December 15, 2025, Holcim entered into a Share Purchase Agreement (the "Purchase Agreement") with (i) the marital community property (sociedad conyugal) formed by Eduardo Hochschild Beeck, a Peruvian citizen and resident, and Mariana Violeta Correa Sabogal de Hochschild, a Peruvian citizen and resident, (ii) Farragut Holdings, Inc., a Cayman limited company ((i) and (ii) collectively, the "Sellers") and (iii) Eduardo Hochschild Beeck, as representative of the Sellers, pursuant to which Holcim agreed to acquire from the Sellers 99.99% of the issued and outstanding shares of common stock of Inversiones (the "Inversiones Shares") in exchange for an aggregate cash purchase price of S/1,850,370,000 (the "Inversiones Acquisition"). The Inversiones Acquisition was consummated on March 30, 2026. The purchase price for the Inversiones Acquisition was funded from Holcim's working capital. Inversiones owns 50.01% of the issued and outstanding Common Shares, which Common Shares are indirectly owned by Holcim following the Inversiones Acquisition. Under the terms of the Purchase Agreement and based on Peruvian law, Holcim shall launch and complete a public tender offer for at least an additional 24.99% of the Common Shares within the timeframe permitted under Peruvian law (the "Public Tender Offer"). Within ten (10) Peruvian business days following the closing of the Inversiones Acquisition, Holcim must request that the Securities Market Superintendency (the "SMV") appoint a valuation entity to determine the minimum price Holcim may offer for the Common Shares in the Public Tender Offer. Under Peruvian law, the Public Tender Offer must be carried out within a period of six (6) months following the closing of the Inversiones Acquisition, or within five (5) Peruvian business days following the submission of the valuation report by the valuation firm to the SMV. Holcim intends to conduct the Public Tender Offer in accordance with U.S. and Peruvian law and in accordance with the terms of the Purchase Agreement. As of the date hereof, Holcim has not launched the Public Tender Offer. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 99.1 to this Schedule 13D and is incorporated herein by reference. The Purchase Agreement has been filed herewith to provide investors and securityholders with information regarding its terms. It is not intended to provide any other factual information about the Company, Inversiones or Holcim. The Purchase Agreement contains representations, warranties and covenants that the parties to the Purchase Agreement made to one another as of specific dates. The assertions embodied in those representations, warranties and covenants were made solely for purposes of the Purchase Agreement and the allocation of risk between the parties thereto and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating their terms, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Purchase Agreement. Further, the representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to investors or securityholders. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement. Accordingly, investors should not necessarily rely on the representations and warranties contained in the Purchase Agreement as representations regarding the current status of the businesses related to the Purchase Agreement. General The Reporting Persons acquired the Common Shares for corporate and strategic investment purposes as a manufacturer of construction and building materials and to expand Holcim's presence in Peru. Pursuant to the Purchase Agreement, and in accordance with Peruvian law, Holcim is obligated to launch and consummate the Public Tender Offer for Common Shares. On March 30, 2026, Holcim designated Santiago Maria Ojea Quintana and Simon Rolf Kronenberg as directors to the board of directors of the Company (the "Board"). Following consummation of the Public Tender Offer, Holcim intends to delist the Common Shares (traded in the form of American Depositary Shares) from the New York Stock Exchange and deregister the Common Shares under the Exchange Act. Subject to a number of factors, including market conditions and their general investment and trading policies, the Reporting Persons may, in the ordinary course of their business, acquire additional shares or dispose of the Common Shares that they beneficially own. These acquisitions or dispositions may occur in open market transactions, privately negotiated transactions or through other methods. The Reporting Persons in