CALLS TO SHAREHOLDER MEETINGS

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Calls

The Shareholders' Meetings must be formally called by the Board of Directors, the Secretary or Chairman of the Board of Directors, or by any member of the Audit or Corporate Governance Committees.

Stockholders with voting shares, including limited or restricted, may, for each 10% of capital stock individually or jointly owned, request the Chairman of the Board of Directors, of the Audit Committee, or of the Corporate Governance Committee the call to a General Shareholders' Meeting.

Calls for ordinary, extraordinary, or special general shareholders' meetings shall be published in the Sistema Electrónico de Publicaciones de Sociedades Mercatiles (PSM, by its acronym in Spanish) with at least 15 calendar days prior to the Meeting. In the event that it is not possible to carry out the announcement in said system, either due to malfunctioning or a general system failure, the respective call must be published in the Diario Oficial de la Federación (Official Gazette of the Federation) or in the official newspaper of the Company's domicile, as well as in one of the major newspapers in the country.

The call shall include the Meeting Agenda, with no mention of general matters, and must be signed by the person or people responsible of the call, with the understanding that if the call is issued by the Board of Directors, the signature of the Chairman, Secretary, or his alternate will suffice.

From the moment the call for a Shareholders' Meeting is published, the information and documents related to its Agenda must be made available, immediately and for free, to all shareholders at the Company’s offices, including proxy forms.

The Meetings will be held without prior call if the capital stock is fully represented at the time of the vote.

In accordance with the provisions of the Ley General de Sociedades Mercantiles (General Law of Mercantile Corporations), the resolutions adopted outside of the meeting, by unanimous vote of the stockholders with voting rights or of the special series of shares in question, where appropriate, shall have the same validity for all legal purposes as if they had been adopted in a general or special meeting, respectively, provided that the shareholders confirm them in writing.

 

Accreditation of Ownership

Persons registered as holders of one or more shares in the shareholder ledger shall be admitted to the shareholders' meetings, as well as those holding certificates issued by Indeval or any other institution that acts as a securities depository, supplemented with the lists of depositors in the same, or the representatives of such persons.

All stockholders entitled to attend a Shareholders’ Meeting may be represented at the meeting by any person or persons they appoint as proxy, using the means of delegation provided by the Company. The members of the Company's Board of Directors may not represent any stockholder in the shareholders' meetings.

In order to attend a Special or General Shareholders’ Meeting, the corresponding stockholder must prove, to the satisfaction of the Secretary of the Company's Board of Directors, that he or she is not in one of the situations referred to in the Ninth Clause of the Company’s By-laws, which requires the approval of the Board of Directors or the Shareholders' Meeting.

 

Quorum and Resolutions adopted at Ordinary Meetings

In order for an Ordinary General Shareholders' Meeting to be considered legally established on first or subsequent call, at least 50% of the voting shares in which the subscribed and paid capital stock is divided must be represented, and their resolutions will be valid when adopted by the majority of votes present.

 

Quorum and Resolutions adopted at Extraordinary Meetings

In order for an Extraordinary General Shareholders' Meeting to be considered legally established on first call, at least 75% of the voting shares in which the subscribed and paid capital stock is divided must be represented. Their resolutions will be valid when adopted by at least 50% of the votes present, depending on the matter subject to voting.

In the case of a second or subsequent call, the Extraordinary Shareholders' Meeting may be validly held if at least 50% of the voting shares in which the subscribed and paid capital stock is divided are represented, and their resolutions will be valid when adopted by at least 50% of the votes present, depending on the matter subject to voting.

 

Postponement

In accordance with the provisions of the Ley del Mercado de Valores (Securities Market Law), stockholders with voting shares, including limited or restricted, represented in an Ordinary or Extraordinary General Meeting, for each 10% of capital stock individually or jointly owned, may request to postpone the vote on any matter for which they do not consider themselves sufficiently informed, once only, for three calendar days and without the need for a new call.

DateTypePress Release
30/04/2021Documentos aprobados por la Asamblea General Ordinaria de Accionistas celebrada el 30 de Abril de 2021.  Report from the CEO (Spanish Only)

  Report from the Chairman of the Board of Directors (Spanish Only)

  Report from the Board of Directors on Activities and Operations (Spanish Only)

  Report on Compliance with Fiscal Obligations (Spanish Only)

  Report from the Audit Committee (Spanish Only)

  Report from the Corporate Governance Committee (Spanish Only)

  Report on Policy and Accounting Criteria (Spanish Only)

  Report on the Stock Buyback Program (Spanish Only)

  Audited Consolidated Financial Statements (Spanish Only)

  Annual Report 2020 (Spanish Only)

  Shareholders Report Obligations Acquisition of Securities Object of Disclosure (Spanish Only)
15/04/2021Convocatoria de Asamblea Ordinaria  Download (Spanish Only)
25/01/2021Convocatoria de Asamblea Ordinaria  Download (Spanish Only)
28/05/2020Convocatoria para la AGOA del 26 de mayo de 2020.  Download (Spanish Only)
28/05/2020Documentos aprobados por la Asamblea General Ordinaria de Accionistas celebrada el 26 de mayo de 2020.  Report from the CEO (Spanish Only)

  Report from the Chairman of the Board of Directors (Spanish Only)

  Report from the Board of Directors on Activities and Operations (Spanish Only)

  Report on Compliance with Fiscal Obligations (Spanish Only)

  Report from the Audit Committee (Spanish Only)

  Report from the Corporate Governance Committee (Spanish Only)

  Report on Policy and Accounting Criteria (Spanish Only)

  Report on the Stock Buyback Program (Spanish Only)

  Audited Consolidated Financial Statements (Spanish Only)

  Annual Report 2019 (Spanish Only)

  Shareholders Report Obligations Acquisition of Securities Object of Disclosure (Spanish Only)
12/04/2019Call for the Ordinary General Shareholders’ Meeting on April 30, 2019.  Download (Spanish Only)
12/04/2019Documents subject to approval by the Ordinary General Shareholders' Meeting held on April 30, 2019.  Report from the CEO (Spanish Only)

  Opinion of the Board of Directors on the CEO's Report (Spanish Only)

  Report from the Chairman of the Board of Directors (Spanish Only)

  Report from the Board of Directors on Activities and Operations (Spanish Only)

  Report on Compliance with Fiscal Obligations (Spanish Only)

  Report from the Audit Committee (Spanish Only)

  Report from the Corporate Governance Committee (Spanish Only)

  Report on Policy and Accounting Criteria (Spanish Only)

  Report on the Stock Buyback Program (Spanish Only)

  Audited Consolidated Financial Statements (Spanish Only)

  2018 Annual Report (Spanish Only)

  Shareholders Report Obligations Acquisition of Securities Object of Disclosure (Spanish Only)
06/04/2018Call for the Ordinary General Shareholders’ Meeting on April 24, 2018.  Download (Spanish Only)
06/04/2018Documents subject to approval by the Ordinary General Shareholders' Meeting held on April 24, 2018.  Report from the CEO (Spanish Only)

  Opinion of the Board of Directors on the CEO's Report (Spanish Only)

  Report from the Chairman of the Board of Directors (Spanish Only)

  Report from the Board of Directors on Activities and Operations (Spanish Only)

  Report on Compliance with Fiscal Obligations (Spanish Only)

  Report from the Audit Committee (Spanish Only)

  Report from the Corporate Governance Committee (Spanish Only)

  Report on Policy and Accounting Criteria (Spanish Only)

  Report on the Stock Buyback Program (Spanish Only)

  Audited Consolidated Financial Statements (Spanish Only)

  2017 Annual Report (Spanish Only)

  Shareholders Report Obligations Acquisition of Securities Object of Disclosure (Spanish Only)
06/04/2017Call for the Ordinary General Shareholders’ Meeting on April 2, 2017.  Download (Spanish Only)
06/04/2017Documents subject to approval by the Ordinary General Shareholders' Meeting held on April 24, 2017.  Proposals for the Ordinary General Shareholders’ Meeting (Spanish Only)

  Report from the CEO (Spanish Only)

  Opinion of the Board of Directors on the CEO's Report (Spanish Only)

  Report from the Chairman of the Board of Directors (Spanish Only)

  Report from the Board of Directors on Activities and Operations (Spanish Only)

  Report on Main Policies and Accounting Criteria, Article 172 of the LGSM (Spanish Only)

  Report on Compliance with Fiscal Obligations (Spanish Only)

  Report from the Audit Committee (Spanish Only)

  Report from the Corporate Governance Committee (Spanish Only)

  Report on Policy and Accounting Criteria (Spanish Only)

  Report on the Stock Buyback Program (Spanish Only)

  2016 Consolidated Audited Financial Statements (Spanish Only)

  2016 Annual Report (Spanish Only)