GENERAL ORDINARY SHAREHOLDERS' MEETING
I In compliance with Article 28, Section IV of the Mexican Securities Market Law, the following will be presented and, if applicable, submitted for approval:
a) The Chief Executive Officer's report regarding the results of operations for the fiscal year ended December 31, 2011, in accordance with Article 44, Section XI of Mexican Securities Market Law and Section 172 of the Mexican General Corporations Law, together with the external auditor's report on the financial statements of the Company and its subsidiaries.
b) The Board of Directors' comments to the Chief Executive Officer's report.
c) The Board of Directors' report per Article 172, clause b) of the Mexican General Corporations Law, which contains the Company's main accounting policies and criteria, as well as the information used to prepare the Company's financial statements.
d) The report on operations and activities in which the Board of Directors intervened during the fiscal year ended December 31, 2011, pursuant to the Mexican Securities Market Law
e) The annual report on the activities undertaken by the Audit and Corporate Practices Committee pursuant to Article 43 of the Mexican Securities Market Law.
f) The report on the Company's compliance with tax obligations for the period from January 1 to December 31, 2010.
g) Ratification of the decisions taken by the Board of Directors during the 2011 period, including nominations of provisional directors that took place for co-optation during this period.
II Discussion and the approval of the financial statements of the Company and its subsidiaries, including the balance sheet, the income statement, the statement of changes in financial position, and the cash flow statement, in each case for the fiscal year from January 1 to December 31, 2011, and approval of the external auditor's report regarding the aforementioned financial statements.
III Approval of the Company's net income for the period ended December 31, 2011, which was Ps. 1,484,441,049 (ONE BILLION, FOUR HUNDRED EIGHTY FOUR MILLION, FOUR HUNDRED FORTY ONE THOUSAND AND FORTY NINE PESOS), such that 5% (FIVE PERCENT) of this amount, or Ps. 74,222,052 (SEVENTY FOUR MILLION, TWO HUNDRED TWENTY TWO THOUSAND AND FIFTY TWO PESOS) be allocated towards increasing the Company's legal reserves, with the remaining balance of Ps. 1,410,218,997 (ONE BILLION, FOUR HUNDRED TEN MILLION, TWO HUNDRED EIGHTEEN THOUSAND, NINE HUNDRED AND NINETY SEVEN PESOS), allocated to the account for net income pending allocation.
IV Approval that from the account for net income pending allocation which is equal to Ps. 1,416,688,649 (ONE BILLION, FOUR HUNDRED SIXTEEN MILLION, SIX HUNDRED EIGHTY EIGHT THOUSAND, SIX HUNDRED AND FORTY NINE PESOS) a dividend is declared to be paid in the amount of Ps. 1,130,000,000 (ONE BILLION, ONE HUNDRED THIRTY MILLION PESOS) to be divided among each outstanding share as of the payment date, excluding the shares repurchased by the Company as of each payment date per Article 56 of Mexican Securities Market Law; the remaining net income pending application once the dividend has been paid will remain as net income pending application. The dividend
will be paid in the following manner:
a) $ 847,500,000.00 (EIGHT HUNDRED FORTY SEVEN MILLION, FIVE HUNDRED THOUSAND PESOS) on or before May 31, 2012.
b) $ 282,500,000.00 (TWO HUNDRED EIGHTY TWO MILLION, FIVE HUNDRED THOUSAND PESOS) on or before November 30, 2012.
V The report on the repurchase of shares and approval of the maximum amount of resources approved by the Shareholder meeting which took place on April 27, 2011, the cancellation of the amount pending to repurchase with respect to the maximum amount approved by the shareholders on April 27, 2011 and the approval of the maximum amount of resources to be allocated toward the repurchase of the Company's shares or of credit instruments that represent these shares for the amount of Ps. 280,000,000 (TWO HUNDRED EIGHTY MILLION PESOS) for the 12 month period after April 16, 2012, in accordance with Article 56, Section IV of the Mexican Securities Market Law.
VI The report regarding the designation or ratification of the four proprietary members of the Board of Directors and their respective alternates named by the Series "BB" shareholders.
VII Designation of person(s) that should comprise the Company's Board of Directors to be designated by any holder or group of holders of Series "B" shares that own 10% or more of the Company's equity, and the assessment of their independence according to the Company's By-Laws.
VIII Designation of person(s) that should comprise the Company's Board of Directors to be designated by Series "B" shareholders and the assessment of their independence according to the Company's By-Laws.
IX Proposal to designate the Company's Chairman of the Board of Directors in accordance with Article 16 of the Company's By-Laws.
X Ratification of the salaries corresponding to those who comprise the Company's Board of Directors during the 2011 period to be applied in 2012.
XI Designation of a member of the Board of Directors on behalf of Series "B" shareholders so they may be a member of the Company's Nomination and Compensation Committee in accordance with Article 29 of the Company's By-Laws.
XIII The report concerning compliance with Article 29 of the Company's by-laws regarding acquisitions of goods or services or contracting of projects or asset sales for transactions that are equal to or higher than US$ 3,000,000.00 (THREE MILLION U.S. DOLLARS), or its equivalent in Mexican pesos or other legal tender in circulation outside Mexico or, if applicable, by transactions with relevant shareholders.
XIV Adoption of resolutions deemed necessary or desirable in order to comply with any decisions made during this meeting.
GENERAL EXTRAORDINARY SHAREHOLDERS' MEETING
I Proposal to approve the Company's Shareholders' Equity in the amount of Ps. 25,212,737,037 (TWENTY FIVE BILLION TWO HUNDRED AND TWELVE MILLION SEVEN HUNDRED AND THIRTY SEVEN THOUSAND AND THIRTY SEVEN PESOS), (proposed for a reduction of the Company's capital) an amount that is derived from the audited value of Shareholders' Equity for the period ended December 31, 2011, which was Ps. 26,342,737,037 (TWENTY SIX BILLION THREE HUNDRED AND FORTY TWO MILLION SEVEN HUNDRED AND THIRTY SEVEN THOUSAND AND THIRTY SEVEN PESOS), minus the amount approved at the General Ordinary Shareholders' Meeting on April 16, 2012 for the payment of dividends of Ps. 1,130,000,000.00 (ONE BILLION, ONE HUNDRED AND THIRTY MILLION PESOS).
II Proposal to reduce the amount of the Company's fixed capital stock proportionally between the historical value of the capital stock and the value of the amount adjusted for inflation up to December 31, 2007, for a total of Ps. 870,000,000 (EIGHT HUNDRED AND SEVENTY MILLION PESOS) payable in cash proportionate to the number of shares outstanding no later than June 30, 2012. Of the total capital reduction amount, Ps. 572,501,369 (FIVE HUNDRED AND SEVENTY TWO MILLION FIVE HUNDRED AND ONE THOUSAND THREE HUNDRED AND SIXTY NINE PESOS) will correspond to the reduction of the historical value of capital stock and Ps. 297,498,631 (TWO HUNDRED AND NINETY SEVEN MILLION FOUR HUNDRED AND NINETY EIGHT THOUSAND SIX HUNDRED AND THIRTY ONE PESOS) corresponds to the value of the inflation adjustment up to December 31, 2007.
III Proposal to modify Article 6 of the Company's By-Laws approved by the Board of Directors to reduce the nominal amount of the Company's capital stock by Ps. 572,501,369 (FIVE HUNDRED AND SEVENTY TWO MILLION FIVE HUNDRED AND ONE THOUSAND THREE HUNDRED AND SIXTY NINE) to remain at Ps. 15,447,321,750 (FIFTEEN BILLION FOUR HUNDRED AND FORTY SEVEN MILLION THREE HUNDRED AND TWENTY ONE THOUSAND SEVEN HUNDRED AND FIFTY PESOS).
IV Adoption of resolutions deemed necessary or desirable in order to comply with any decisions made during this meeting.
