Item 4 — Purpose of Transaction
On June 3, 2026 (the "Closing Date"), the Reporting Person purchased from the Issuer a zero-coupon mandatory convertible debenture (the "Convertible Debenture") convertible into 6,307,262,714 A Shares, for an aggregate purchase price of Ps. 529,481,227.78 in order to maintain the proportion of the Issuer's A Shares relative to the other series of shares of the Issuer's capital stock in light of the issuance of Convertible Debentures to other third parties. Accordingly, each of EAJ and BGM also agreed to subscribe for Convertible Debentures, convertible into 781,881,251 and 6,307,262,714 A Shares, respectively (as applicable, the "Conversion Shares"), under the same terms and at the same price per share as the Reporting Person. The Convertible Debenture does not accrue interest, and will mature and be mandatorily convertible into A Shares on the earlier of (a) June 3, 2027 and (b) the date on which the Issuer defaults on liabilities in excess of $100,000,000, among other events of distress and default, subject to obtaining applicable regulatory authorizations (the "Maturity Date"), unless earlier converted pursuant to the terms of the Convertible Debenture. The Convertible Debenture is not redeemable. The Reporting Person also agreed to undertake, for a period of 360 (three hundred sixty) days counted from the Maturity Date, not to, without the prior written consent of the Issuer, directly or indirectly: (i) offer, pledge, sell, contract to sell, offer or sell, enter into any option or contract to sell, grant any option, right or warrant to purchase, lend, dispose of or otherwise transfer the A shares underlying the Convertible Debenture; (ii) enter into any derivative financial transaction, swap, forward contract, hedge or other contract or transaction that transfers, in whole or in part, directly or indirectly, the economic benefit of ownership of the A shares underlying the Convertible Debenture, regardless of whether such transaction is settled by delivery of the A shares underlying the Convertible Debenture, in cash or otherwise; or (iii) publicly announce the intention to carry out any of the transactions referred to in the foregoing subsections. The foregoing summary of the Convertible Debenture does not purport to be complete and is qualified in its entirety by reference to the Convertible Debenture certificate, a copy of which is filed as Exhibit 99.2 to the Schedule 13D and is incorporated herein by reference. In addition, on June 3, 2026, the Reporting Person entered in an agreement with EAJ, BGM and the Azcarraga Trust (the "Conversion Shares Voting Agreement"), pursuant to which EAJ, through the Azcarraga Trust, will have the right to exercise all voting rights attached to the Conversion Shares, with respect to the appointment, removal and/or ratification of members of the Issuer's board of directors so long as EAJ is not declared legally dead, incapacitated or absent and holds more than 13,329,746,451 of A Shares through the Azcarraga Trust. The Reporting Person will have the right to exercise all voting rights attached to the Conversion Shares other than those specified in the preceding sentence. The foregoing summary of the Conversion Shares Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Conversion Shares Voting Agreement, a copy of which is filed as Exhibit 99.3 to the Schedule 13D and is incorporated herein by reference.