Disclosure Document (Folleto Informativo)

DISCLOSURE DOCUMENT (FOLLETO INFORMATIVO) PROMECAP ACQUISITION COMPANY, S.A.B. DE C.V. Bosque de Alisos 47B – 3rd Floor Colonia Bosques de las Lomas Zip Code 05120, Mexico City United Mexican States https://www.promecapac.com Ticker Symbol: “PMCPAC” November 10, 2019 This disclosure document (declaración de información sobre restructura societaria) is being submitted pursuant to article 104, subsection IV of the Mexican Securities Market Law (Ley del Mercado de Valores; “LMV”), and article 35 and Exhibit “P” of the Ancillary Regulations applicable to Securities Issuers and other Participants of the Securities Market (Disposiciones de Carácter General Aplicables a las Emisoras de Valores y a otros Participantes del Mercado de Valores, as amended from time to time; the “Ancillary Securities Market Regulations”) issued by the CNBV. Through this corporate reorganization disclosure document submitted as a disclosure document for purposes of the third paragraph of article Seventeenth of its bylaws, Promecap Acquisition Company, S.A.B. de C.V. (“PAC”, the “Issuer” or the “Company”, indistinctly) hereby informs to the PAC Shareholders and the public of the Transaction it intends to enter with Valores Integrales Inmobiliarios, S.A. de C.V. (“VIISA”) and its shareholders, which the Board of Directors of PAC authorized through resolutions adopted in the Board of Directors’ meeting dated October 7, 2019, to be submitted for the submission and approval, if applicable, by the PAC Shareholders at an Extraordinary General Shareholders’ Meeting of PAC, as described below, in order (i) with respect to matters corresponding to an ordinary shareholders’ meeting, the subscription and payment, as well as the purchase of certain shares representing the capital stock of VIISA, as described below, as the “initial business combination” transaction of PAC for the purposes of article 17 of the current by-laws of PAC, the Warrant Indenture of PAC, the Warrant Global Certificate of PAC, the Shareholders’ Resolutions of PAC, the Strategic Partners Agreement of PAC, the Shareholders’ Agreement of PAC and other governing documents of the Company (the “Corporate Documents”), as detailed below, and (ii) with respect to matters corresponding to an extraordinary shareholders’ meeting, the merger of the Company, as the extinguished merged entity, into Nuevo Acosta Verde, as a surviving merging entity, as further described below. Capitalized terms used in this disclosure document have the meanings assigned to them in “GLOSSARY OF DEFINED TERMS” below. Summary of the Transaction The Company shall, once approved by the Extraordinary General Shareholders’ Meeting of PAC, consummate the following actions for purposes of closing the transaction described in this disclosure document (the First Stage and Second Stage, as described and defined below, shall hereinafter jointly referred to as the “Transaction”): 1. the first stage (the “First Stage”) consists of (i) the subscription and payment of shares representing a capital increase in VIISA (the “Primary Component”), and (ii) the acquisition of released and outstanding shares, representing the variable portion of the capital stock of VIISA (the “Secondary Component”) and the dollar amount or its equivalent in pesos to pay the subscription price of the shares corresponding to the capital stock of VIISA in the Primary Component and the amount for the Secondary Component, (the “Transaction Amount”). We expect that the subscribed and paid-in shares pursuant to the Primary Component, plus the shares acquired through the Secondary Component jointly represent, 55% approximately, of all the subscribed and paid-in shares of VIISA immediately after the consummation of the First Stage; provided, that such percentage may vary pursuant to the actual Transaction Amount, as detailed below. The First Stage of the Transaction shall be deemed to be the Company’s “initial business combination” transaction for purposes of article 17 of the current by-laws of PAC, and other Corporate Documents of the Company (the “Initial Business Combination”); and 2. the second stage (the “Second Stage”) consists in the merger of the Company, as extinguished merged entity, into VIISA, as surviving merging entity, and will thereafter change its corporate name to Acosta Verde, S.A.B. de C.V. (“Nuevo Acosta Verde”), provided, however, that in virtue of the merger, all the shares representing the capital stock of VIISA, including those received by the shareholders of PAC thereunder, will be registered with the RNV and listed on the BMV (the “Merger Transaction”). The Merger Transaction will be carried out and executed in accordance with the terms of the Merger Agreement and the Investment Agreement, pursuant to its terms. As a result of the Merger Transaction, the Shareholders of PAC holding PAC Shares as of the Merger Registration Date will receive Nuevo Acosta Verde Shares, at a ratio of one share per each PAC Share they hold as of such date The Transaction Amount shall be determined, as follows: the Funds Available for the Initial Business Combination shall be equal to or greater than US$300,000,000 (the “Initial Business Combination Minimum Amount”); the amount of the Primary Component shall be equal to or greater than US$200,000,000, provided that the Transaction Expenses of PAC shall be paid from the monies allocated to the Primary Transaction; 1 the Primary Component amount shall be equal to 2/3 of the Funds Available for the Initial Business Combination and the Secondary Component amount shall be equal to 1/3 of the Funds Available for the Initial Business Combination. The Investment Agreement establishes as a condition to consummate the First Stage that the Funds Available for the Initial Business Combination be equal to, or greater than, the Initial Business Combination Minimum Amount (the “Minimum Funds Availability Condition”). Notwithstanding the foregoing, FAV and Equity International may waive, at their discretion, the satisfaction of the Minimum Funds Availability Condition; thus, the First Stage may be consummated even when the Funds Available for the Initial Business Combination is lower than the Initial Business Combination Minimum Amount; to the extent that the Primary Component is greater or equal to US$200,000,000; provided, further, that PAC shall keep its right to obtain capital commitments for the subscription of Series A Shares, through the Subscription Agreements, until the Subscription Deadline. Conditions to consummate the Initial Business Combination Approval of the Ordinary and Extraordinary General Shareholders’ Meeting of PAC. An Ordinary and Extraordinary General Shareholder’s Meeting of PAC must have been held for the approval of the First Stage and the Second Stage. The First Stage will be discussed and approved in the first portion of the Ordinary and Extraordinary General Shareholders’ Meeting of PAC, consisting in the agenda items applicable to ordinary general shareholders’ meeting pursuant to the bylaws of PAC. Assuming the Ordinary and Extraordinary General Shareholder’s Meeting of PAC is legally convened by virtue of a first call, the approval of the First Stage in the agenda items of the ordinary shareholders’ meeting, will require the favorable vote of the simple majority of PAC Shares with voting rights thereat and will require an installation quorum consisting of 50% of PAC Shares. The approval of the First Stage is conditioned to the approval by the Shareholders of PAC of the Second Stage, as more detailed below; thus, in the event the Second Stage is not approved, whether as a result of a lack of quorum of the Ordinary and Extraordinary Shareholders’ Meeting of PAC or for failing to obtain the required affirmative vote, it shall be deemed that the First Stage has not been approved for all legal purposes, regardless of the percentage of Shares of PAC voting in favor of such First Stage approval. In the event the Transaction is approved by the Ordinary and Extraordinary General Shareholder’s Meeting of PAC, such Transaction will be subject to the satisfaction or waiver of the other conditions precedent included in the Transaction Agreements, PAC shall consummate the Transaction pursuant to the terms of such Transaction Agreements. For further information on the Ordinary and Extraordinary General Shareholder’s Meeting of PAC, the assistance and voting quora and on how to exercise voting rights, please refer to the “QUESTIONS AND ANSWERS ABOUT THE TRANSACTION” section of this disclosure document. Governmental Authorizations. In order to complete the Initial Business Combination, any and all authorizations that are required or applicable pursuant to the Applicable Law, including the authorization from the Federal Economic Competition Commission (Comisión Federal de Competencia Económica “COFECE”). Funds to pay the Primary and Secondary Components. The Investment Agreement establishes as a condition to consummate the First Stage that the Funds Available for the Initial Business Combination be equal to, or greater than, the Initial Business Combination Minimum Amount. Likewise, the consummation of the Initial Business Combination will be subject to the condition that the existing funds in the Escrow Account, together with any additional funds that PAC has available, are sufficient to cover the Transaction Amount and the costs related to such Initial Business Combination. From the date of this disclosure document and until the Subscription Deadline, the Company will seek to obtain commitments to subscribe Series

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