EXCELSIOR NEWSPAPER
Translations are done for one expert translator of the English and Spanish languages, authorized by the general meeting of the honorable supreme court of justice of the state of Jalisco, registered with number CLLHS020908-902.
MEETING AGENDA
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, 2012, in accordance with Article 44, Section XI of the Mexican Securities Market Law and Section 172 of the Mexican General Corporations Law, together with the external auditor's report, with respect to the Company on an individual basis in accordance with Mexican Generally Accepted Accounting Practices (Mexican GAAP), as well as with respect to the Company and its subsidiaries in accordance with International Financial Reporting Standards (IFRS), based on the Company's most recent financial statements under both norms. Ratification of the proceedings by the Chief Executive Officer and Company officials, and the release from further obligations.
MEMORIES
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, 2012, 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, 2011. Instruction to Company officials to comply with tax obligations corresponding to the period from January 1 to December 31, 2012 in accordance with Article 26, Section III of the Mexican Fiscal Code.
g) Ratification of the decisions taken by the Board of Directors during the 2012 period, and release of further obligations in the fulfillment of its duties.
II. Proposal to approve the Company's financial statements on an individual basis based on Mexican Generally Accepted Accounting Practices for application effects of the legal reserve, net income and calculation of fiscal effects related to dividend payments, and the capital reduction in each case, and of the Company's financial statements and its subsidiaries on a consolidated basis in accordance with International Financial Reporting Standards for their publication in financial markets with respect to the operations undertaken during the January 1 to December 31, 2012 period, and approval of the external auditor's report regarding the aforementioned financial statements.
III. Proposal to approve the Company's net income for the period ended December 31, 2012 and reported in its individual audited Financial Statements in accordance with Mexican Generally Accepted Accounting Practices (Mexican GAAP), which was Ps. 1,648,750,880.00 (ONE BILLION, SIX HUNDRED FORTY EIGHT MILLION, SEVEN HUNDRED FIFTY THOUSAND EIGHT HUNDRED AND EIGHTY PESOS), such that 5% (FIVE PERCENT) of this amount, or Ps. 82,437,544.00 (EIGHTY TWO MILLION, FOUR HUNDRED THIRTY SEVEN THOUSAND FIVE HUNDRED AND FORTY FOUR PESOS) be allocated towards increasing the Company's legal reserves, with the remaining balance of Ps. 1,566,313,336.00 (ONE BILLION, FIVE HUNDRED SIXTY SIX MILLION, THREE HUNDRED THIRTEEN THOUSAND, THREE HUNDRED AND THIRTY SIX PESOS), allocated to the account for net income pending allocation.
IV. Proposal to approve that, from the account for net income pending allocation, which is equal to Ps. 1,573,001,986.00 (ONE BILLION, FIVE HUNDRED SEVENTY THREE MILLION, ONE THOUSAND NINE HUNDRED AND EIGHTY SIX PESOS) (in accordance with Mexican GAAP), a dividend is declared in the amount of Ps. 1,210,000,000.00 (ONE BILLION, TWO HUNDRED TEN MILLION PESOS), to be distributed equally among each share outstanding as of the payment date, excluding the shares repurchased by the Company as of each payment date per Article 56 of the Mexican Securities Market Law; amounts remaining after the payment of such dividend will remain in the account for net income pending allocation. The dividend will be paid in the following manner:
i) Ps. 907,500,000.00 (NINE HUNDRED SEVEN MILLION, FIVE HUNDRED THOUSAND PESOS) on or before May 31, 2013.
ii) Ps. 302,500,000.00 (THREE HUNDRED TWO MILLION, FIVE HUNDRED THOUSAND PESOS) on or before November 30, 2013.
V. Proposal to approve the cancelation of the outstanding amounts not exercised that had been approved for the repurchase of shares at the Shareholder Meeting, which took place on April 16, 2012, for the amount of Ps. 280,000,000 (TWO HUNDRED EIGHTY MILLION PESOS) 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 those shares for the amount of Ps. 640,000,000.00 (SIX HUNDRED AND FORTY MILLION PESOS) for the 12 month period after April 24, 2013, in accordance with Article 56, Section IV of the Mexican Securities Market Law.
VI. The report regarding the designation or ratification of the four members of the Board of Directors and their respective alternates named by the Series "BB" shareholders.
MEMBERS ALTERNATES
EDUARDO SANCHEZ NAVARRO REDO JOSE VICENTE CORTA FERNANDEZ
CARLOS FRANCISCO DEL RIO CARCAÑO JOSÉ MANUEL AÍSA MANCHO
JAVIER MARÍN SAN ANDRÉS RODRIGO MARABINI RUIZ
JULIAN FERNÁNDEZ RODES CARLOS LAVIADA OCEJO.
VII. Ratification and/or designation of the person(s) that will serve as member(s) of the Company's Board of Directors, as designated by any holder or group of holders of Series "B" shares that own 10% or more of the Company's equity.
English VII point.
VIII. Ratification and/or designation of the person(s) that will serve as member(s) of the Company's Board of Directors, as designated by the Series "B" shareholders.
CARLOS CARDENAS GUZMAN
ALFREDO ELIAS AYUB
JOAQUIN VARGAS GUAJARDO
ENRIQUE CASTILLO SANCHEZ MEJORADA
ANGEL LOSADA MORENO
ROBERTO SERVITJE MORENO
JOSE IBARRA POSADA.
CURRICULUM JOSE IBARRA POSADA.
IX. Ratification and/or designation of the Company's Chairman of the Board of Directors in accordance with Article 16 of the Company's by-laws.
Ratification: EDUARDO SANCHEZ NAVARRO REDO.
X. Ratification of the compensation paid to the members of the Company's Board of Directors during the 2012 period and determination of the compensation to be paid in 2013.
XI. Ratification and/or designation of the member of the Board of Directors designated by the Series "B" shareholders to serve as a member of the Company's Nomination and Compensation Committee, in accordance with Article 28 of the Company's by-laws.
XII. Ratification and/or designation of the President of the Audit and Corporate Practices Committee.
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, regarding transactions with relevant shareholders.
XIV. Proposal, and, if necessary, the designation, of the individuals who will represent shareholders during legal actions that are necessary to obtain the release of funds held by S.D. Indeval (Institución para el Depósito de Valores, S.A. de C.V.), as a result of the capital reduction approved at the Extraordinary Shareholders' Meeting that took place on September 25, 2012.
XV. Adoption of resolutions deemed necessary or convenient for the purpose of carrying out the decisions reached in the above items of this Agenda.
