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 781,881,251 A Shares, for an aggregate purchase price of Ps. 65,637,260.34, 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, AAN and BGM also agreed to subscribe for Convertible Debentures convertible into 13,396,406,679 A Shares in the aggregate (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. A copy of the Convertible Debenture certificate is included as Exhibit 99.4 to this Amendment No. 5, and is qualified in its entirety to the full text thereof and incorporated herein by reference. In addition, on June 3, 2026, the Reporting Person and the Azcarraga Trust entered into an agreement (the "Conversion Shares Voting Agreement") with AAN and BGM, pursuant to which the Reporting Person, 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 ("Special Voting Rights of Conversion Shares") so long as the Reporting Person is not declared legally dead, incapacitated or absent and holds more than 13,329,746,451 A Shares in the Azcarraga Trust. Each of AAN and BGM will have the right to exercise all voting rights attached to each of their 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, a copy of which is filed as Exhibit 99.5 to this Amendment No. 5 and incorporated herein by reference.