Website Disclaimer

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached Offer to Purchase and Consent Solicitation Statement (the “Offer Document”), whether received by email or otherwise received as a result of electronic communication, and you are therefore required to read this disclaimer carefully before accessing, reading or making any other use of this Offer Document. By accessing this Offer Document, including any e-mail to which this Offer Document may have been attached, you agree (in addition to giving the representations below) to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from Nemak, S.A.B. de C.V. (“Nemak,” the “Company,” “we” or “us”), Scotia Capital (USA) Inc., as dealer manager and solicitation agent (the “Dealer Manager”) and/or D.F. King Ltd., as tender, tabulation and information agent (the “Tender Agent”) as a result of such access. Capitalized terms used but not otherwise defined in this disclaimer shall have the meaning given to them in this Offer Document.

Confirmation of your representation: In order to be eligible to view the attached Offer Document or participate in the Tender Offer (as defined below) and Consent Solicitation (as defined below), you must be able to participate lawfully in (i) the invitation by the Company to holders of its 2.250% Senior Notes due 2028 (the “Notes”) to tender their Notes for purchase by the Company for cash (the “Tender Offer”) and (ii) the solicitation by the Company of consents from the holders of the Notes to certain amendments to the indenture pursuant to which the Notes were issued (the “Consent Solicitation” and together with the Tender Offer, the “Offer”) on the terms and subject to the conditions set out in this Offer Document including the offer and distribution restrictions set out in this Offer Document. The Offer Document was sent at your request and by accessing this Offer Document you shall be deemed (in addition to the above) to have represented to the Company, the Dealer Manager and the Tender Agent that:

(i) you are a holder or a beneficial owner of the Notes;

(ii) you are otherwise a person to whom it is lawful to send this Offer Document and for the Company to make an invitation pursuant to the Tender Offer in accordance with applicable laws, including the offer and distribution restrictions contained in this Offer Document; and

(iii) you consent to delivery of this Offer Document by electronic transmission.

The attached Offer Document has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Company, the Dealer Manager, the Tender Agent or any person who controls, or is a director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any difference between this Offer Document distributed to you in electronic format and the hard copy version available to you on request from either of the Dealer Manager or the Tender Agent.

You are also reminded that the attached Offer Document has been sent to you on the basis that you are a person into whose possession this Offer Document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located or resident and you may not, nor are you authorized to, deliver this Offer Document to any other person. If you are not the named addressee to which this Offer Document has been delivered, please notify the sender immediately and destroy this Offer Document.

Any materials relating to the Offer do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, and the Dealer Manager or any of their respective affiliates is such a licensed broker or dealer in such jurisdictions, the Offer shall be deemed to be made by the Dealer Manager or such affiliate (as the case may be) on behalf of us in such jurisdictions.

Within the United Kingdom, the Offer is directed only at persons who (i) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”)), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order, (iii) are members or creditors of certain bodies corporate as defined by or within Article 43(2) of the Financial Promotion Order, (iv) are outside the United Kingdom or (v) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This Offer Document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.

UK MIFIR product governance / Professional investors and ECPs only target market – Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the manufacturer’s target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels.

MIFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, “MiFID II”); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer’s target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels.

THE INFORMATION CONTAINED IN THIS OFFER DOCUMENT IS EXCLUSIVELY OUR RESPONSIBILITY AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR THE COMISIÓN NACIONAL BANCARIA Y DE VALORES (THE “CNBV”) OF MEXICO. WE HAVE NOT FILED WITH THE SEC OR THE CNBV A REQUEST FOR AUTHORIZATION OR REGISTRATION OF THIS OFFER DOCUMENT. THE OFFER DOES NOT CONSTITUTE A PUBLIC OFFERING IN MEXICO AND MAY NOT BE PUBLICLY DISTRIBUTED IN MEXICO BUT MAY BE MADE AVAILABLE TO INVESTORS IN MEXICO THAT QUALIFY AS INSTITUTIONAL AND ACCREDITED INVESTORS UNDER APPLICABLE LAW. IN MAKING A DECISION, ALL HOLDERS, INCLUDING ANY MEXICAN HOLDERS, MUST RELY ON THEIR OWN REVIEW AND EXAMINATION OF THE COMPANY.

Restrictions: Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in any other jurisdiction in which such offer or solicitation would be unlawful. The Notes which are the subject of the Offer have not been registered under the U.S. Securities Act of 1933, as amended, or the securities laws of the United States or any state thereof or the applicable laws of any other jurisdiction. The Offer shall not give rise to or require a prospectus in any EEA member state or the United Kingdom pursuant to Regulation (EU) 2017/1129, as the Public Offers and Admissions to Trading Regulations 2024 and the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook of the FCA Handbook, respectively.

THIS OFFER DOCUMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY PERSON OTHER THAN THE RECIPIENT AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THIS OFFER DOCUMENT HAS NOT BEEN FILED WITH, OR REVIEWED BY, ANY NATIONAL OR LOCAL SECURITIES COMMISSION OR REGULATORY AUTHORITY OF THE UNITED STATES, MEXICO, THE UNITED KINGDOM OR ANY OTHER JURISDICTION, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFER DOCUMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.

This Offer Document contains important information which should be read carefully before any decision is made with respect to the Offer. If any holder of Notes is in any doubt as to the action it should take, it is recommended to immediately seek its own financial advice, including tax advice relating to the consequences resulting from the Offer from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal advisor. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender such Notes pursuant to the Tender Offer and deliver its Consents in respect of the Consent Solicitation.