Trust Agreement. According to the Offer Documents, on June 3, 2021, the Purchaser entered into a
trust agreement (the Trust Agreement) with La Fiduciaria S.A., as trustee, BTG Pactual Perú S.A.C., as custodian, and Bethel, Mr. Dulanto Swayne, Mr. Rangel Zavala, Mr. Galvez Rubio and Ms. Gutierrez
(collectively, the Grantors), pursuant to which the Grantors agreed to transfer the beneficial ownership of 33,987,698 Common Shares, representing approximately 3.90% of the outstanding Common Shares (the Trust
Shares), to an irrevocable trust established pursuant to the Trust Agreement (the Trust), and, upon the Purchaser securing a direct or indirect ownership, or the ability to direct the voting, of no less than 218,066,655
Common Shares, representing approximately 25.01% of the outstanding Common Shares following completion of the Offers, for as long as the Trust Shares remain in the Trust, the Purchaser will exercise, in its sole discretion, all political rights
associated with the Trust Shares including, among other things, attending shareholder meetings of the Company and executing corporate documents requiring the participating of the Trust. If, during the term of the Trust Agreement, the Purchaser
notifies the Grantors of its intention to transfer all or a part of the Common Shares held by Purchaser at that time to a third party without exercising its drag-along right under the Trust Agreement, each Grantor will be entitled to exercise its tag-along right with respect to such transfer by the Purchaser. In addition, the Purchaser has a right of first refusal with respect to transfers of Trust Shares by the Grantors.
GH Syndication Agreement. According to the Offer Documents, on June 3, 2021, the Purchaser entered into a syndication agreement (the GH
Syndication Agreement) with GH Holding Group, pursuant to which GH Holding Group agreed to vote 61,349,148 Common Shares owned by GH Holding Group (the Encumbered GH Shares) at each general meeting of the shareholders of
the Company in the same manner as the Purchaser.
GH Supplementary Agreement. According to the Offer Documents, on June 3, 2021, the Purchaser
entered into a supplementary agreement (the GH Supplementary Agreement) with GH Holding Group, pursuant to which GH Holding Group agreed to (i) tender into the Peru Offer the 56,177,955 Common Shares owned by GH Holding Group
that were released from seizure (embargo e inhibición) by the Peruvian Public Prosecutor (Fiscalía) and the Peruvian Attorney General (Procuraduría) (the GH Embargo) on June 18, 2020,
(ii) enter into the GH Syndication Agreement (as defined below), and (iii) subject to the release of the Encumbered GH Shares (as defined below) from the GH Embargo and the registration of such release in Cavali S.A. ICLV
(Cavali), (a) sell to the Purchaser 2,585,597 Common Shares of the Encumbered GH Shares, and (b) transfer 58,763,551 Common Shares of the Encumbered GH Shares to the Trust. For so long as the Encumbered GH Shares remain in
the Trust, the Purchaser will exercise, in its sole discretion, all political rights associated with the Trust Shares including, among other things, attending shareholder meetings of the Company and executing corporate documents requiring the
participating of the Trust.
HG Syndication Agreement. According to the Offer Documents, on June 3, 2021, the Purchaser entered into a
syndication agreement (the HG Syndication Agreement and, together with the Tender Offer Support Agreement, Trust Agreement, GH Supplementary Agreement, GH Syndication Agreement and HG Supplementary Agreement, the Seller
Agreements) with Mr. Graña Acuña, pursuant to which Mr. Graña Acuña agreed to vote 15,531,208 Common Shares owned by Mr. Graña Acuña (the HG Shares) at each
general meeting of the shareholders of the Company in the same manner as the Purchaser.
HG Supplementary Agreement. According to the Offer
Documents, on June 3, 2021, the Purchaser entered into a supplementary agreement (the HG Supplementary Agreement) with Mr. Graña Acuña in respect of 15,531,208 Common Shares (the HG
Shares), pursuant to which Mr. Graña Acuña agreed to (i) enter into the HG Syndication Agreement (as defined below), and (ii) subject to the cancellation of the seizure (embargo e inhibición) of
9,720,222 Common Shares of the HG Shares owned by Mr. Graña Acuña and the seizure (incautación) of 5,810,986 Common Shares of the HG Shares owned by Mr. Graña Acuña, recorded by the Peruvian Public
Prosecutor (Fiscalía) and the Attorney General (Procuraduria), and the registration of such cancellation in Cavali, (a) sell to the Purchaser 7,765,604 Common Shares of the HG Shares, and (b) transfer 7,765,604 Common
Shares of the HG Shares to the Trust. For so long as such HG Shares remain in the Trust, the Purchaser will exercise, in its sole discretion, all political rights associated with the Trust Shares including, among other things, attending shareholder
meetings of the Company and executing corporate documents requiring the participating of the Trust.
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