Unassociated Document


    Exhibit
      4.1

     

    
 

    Provisional
      certificate No. 12

    GRUPO
      SIMEC, S.A.B. DE C.V.

    


    CAPITAL
      STOCK

     

    
      	SHARES (non-par value)	
              AMOUNT

            
	Number of shares
              issued:                                   
                 [481’214,706]	Total:                                            
              [$2,340’021,417.79] pesos
	Total number of outstanding
              shares:                    
               [481’214,706]	Amount subscribed and
              duly paid:          [$2,340’021,417.79]
              pesos


    

     

    
      	 	 
	
              Class
                I (fixed stock):

            	
              Class
                II (variable stock)

            
	
              Shares:
                90’850,050 Series “B”

            	
              Shares:
                390’364,656 Series
“B”

            
	
              Amount:
$441’785,695.76

            	
              Amount
                subscribed and duly
                paid:

            
	 	
              [$1,898,235,722.04]
                pesos

            


    

     

    


    COMPANY’S
      INCORPORATION 

    


    Grupo
      Simec, S.A.B. de C.V. was incorporated by means of public deed number 17,348
      dated August 22, 1990, granted before Lorenzo García García Méndez, notary
      public number 27 of Guadalajara, Jalisco. Such public deed was registered before
      de Public Registry of Property and Commerce of Guadalajara, Jalisco under the
      commercial registration number 142-143, Volume 374, First Book.

    


    AMENDMENT
      TO THE CORPORATE BY-LAWS

    


    The
      Company’s corporate By-laws have been subject to several amendments. In that
      regard, the General Extraordinary Shareholders Meeting, dated October 24, 2006,
      approved the total amendment of the By-laws by means of public deed number
      26,939 dated November 10, 2006, granted before Lorenzo García García Mendez,
      notary public number 27 of Guadalajara, Jalisco.

     

    
      	
              Corporate
                Domicile: Guadalajara,
                Jalisco

            	
              Duration:
                Indefinite


            


    

     

    


    SHARES
      REPRESENTED BY THIS CERTIFICATE

    


    This
      provisional certificate represents 60’000,000 (sixty million) ordinary,
      nominative, Series “B” Class II shares, subscribed and duly paid of the variable
      capital stock.

    


    FOR
      ITS DEPOSIT WITH S.D.
      INDEVAL, S.A. DE C.V., INTITUCION PARA EL DEPOSITO DE
      VALORES,
      PURSUANT TO ARTICLE 282 OF THE SECURITIES MARKET LAW.

    


    


    Guadalajara,
      Jalisco, January ____ 2007.

    


    
      	___________________________	______________________________
	Ing. Rufino Vigil González	Sr. Eduardo Vigil González
	Board member	Board member


    

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


    ARTICLE
      FOURTH.
      Nationality.
      The
      Company’s nationality is Mexican. Any foreign person who may upon incorporation
      of the Company or at any time thereafter acquire an interest or participation
      therein, shall be considered as Mexican in respect of any shares or rights
      acquired there from, of any assets, rights, concessions, participations or
      interests held by the Company or of any rights and obligations arising from
      any
      agreement to which the Company is party, and shall be deemed to have agreed
      not
      to invoke the protection of its own government under penalty, in the event
      of
      violation of such agreement, of forfeiting in favour of the Mexican government
      any rights or property acquired thereby.

     

    ARTICLE
      SIXTH.
      Capital
      Stock.
      The
      Company’s capita stock is variable. The minimum fixed portion of the Company’s
      capital, which may not be withdrawn, is the amount of $441’785, 695.76 (four
      hundred forty one million seven hundred and eighty five thousand six hundred
      and
      ninety five pesos 76/100 ) and is represented by ordinary, nominative, Series
      “B”, Class I shares with non-par value, that shall be fully subscribed and
      paid-in. The variable portion of the Company’s capital is unlimited and shall be
      represented by such number of Class II shares with non-par value issued with
      such other characteristics as the shareholders’ meeting that approves its
      issuance may determine. Series “B” shares may be subscribed either by Mexican
      individuals or entities or by foreign individuals, companies or entities as
      defined as foreign investors pursuant to article 2 of the Foreign Investment
      Law, and may confer the same rights and obligations to the shareholders on
      their
      corresponding series. 

     

    Class
      II
      shares shall be divided in two series, Series “B” shares of common stock and
      Series “L” shares with voting and limited corporate rights, pursuant to these
      by-laws. Series “L” shares may be issued, prior authorization of the National
      Banking and Securities Commission pursuant to article 54 of the Securities
      Market Law and other applicable regulations.

     

    Each
      Series “B” share entitles its holder to one vote at any shareholders meeting,
      whenever these by-laws or the Law grants voting rights. 

     

    Shares
      without voting rights or with limited voting right, may never represent more
      than 25% (twenty five percent) of the capital stock considered by the National
      Banking and Securities Commission to be placed with the public investors on
      the
      date of the public offering. The National Banking and Securities Commission
      may
      extend such percentage, whenever there is a plan to issue any type of shares
      which are mandatory convertible into ordinary shares in a period not greater
      than (5) five years as of their placement, or plans that may restrict voting
      rights considering the holder’s nationality. 

     

    The
      Series “L” shares shall have the characteristics and the economic rights
      determined by the shareholders meeting that authorize its issuance. Series
“L”
would be entitled to vote on the following matters: (i) the transformation
      of
      the Company, (ii) extension of its corporate existence, (iii) election of
      members of the board pursuant to this by-laws and the Securities Market Law,
      (iv) any merger of the Company in which it is not the surviving entity, (v)
      corporate spin off of the Company in which it is not the surviving entity,
      (vi)
      dissolution or liquidation of the Company, and (vii) cancellation of the
      registration of the Company’s shares with the National Registry of Securities.


     

    ARTICLE
      SEVENTH.
      Cancellation
      of the registration with the National Registry
      of Securities.
      In of
      the event the Company decides to cancel the registration of its shares in the
      National Registry of Securities pursuant to the Securities Market Law and the
      regulations issued by the National Banking and Securities Commission, either
      by
      the Company through a resolution adopted by an extraordinary shareholders
      meeting and with the approval of the shareholders, with or without voting
      rights, that represent 95% (ninety five percent) of the outstanding capital
      stock or by an order of the National Banking and Securities Commission, the
      Company is required to conduct a tender offer for the shares pursuant to Article
      108 of the Securities Market Law and other applicable regulations.

     

    Upon
      completion of such tender offer, the Company shall be required to create a
      trust
      with a term of six months, with amounts sufficient to purchase, at the same
      offering price, all shares not participating in the tender offer. In the
      corresponding offering circular, the terms and conditions of such trust must
      be
      revealed. 

     

    Any
      person(s) who is in control of the Company as of the date of the tender offer
      shall be jointly liable for the compliance of the provisions contained in the
      foregoing Article. 

    The
      tender offer shall also be subject to Articles 96, 97, 98 sections I and II,
      and
      the first paragraph of Article 101, of the Securities Market Law. 

     

    Not
      earlier than 10 (ten) business days prior to the offering date, the Board of
      Directors, based upon the opinion of the Audit and Corporate Practices
      Committee, shall prepare and disclose to the public, through the applicable
      stock exchange, an opinion regarding the offering price and any conflicts of
      interests which any of the directors may have related to the tender offer.
      The
      opinion of the Board of Directors may include the opinion of an independent
      expert retained by the Company. 

     

    The
      Board
      of Directors, within 10 (ten) business days prior to the offering and after
      the
      opinion from its Audit and Corporate Practices Committee, is required to
      elaborate and publish and opinion regarding the offering price and any conflict
      of interest that, as the case may be, each of its Board members may have in
      connection with the offering. The opinion may be supported by the opinion of
      an
      independent expert.

     

    The
      Company may apply for permission of the National Banking and Securities
      Commission to apply a different method to determine the offering price, stating
      on its application the reasons that justify to use such method. The Board of
      Directors of the Company must agree with such application, considering the
      opinion from its Audit and Corporate Practices Committee and supported by the
      opinion of an independent expert.

     

    The
      amendment of this Article shall require the consent of the National Banking
      and
      Securities Commission and the vote of at least 95% (ninety five percent) of
      the
      shares entitled to vote in connection therewith at an extraordinary
      shareholders’ meeting.

     

    ARTICLE
      NINTH. Stock
      Certificates.
      All
      ordinary shares of their corresponding class shall confer to their holders
      equal
      rights and obligations. The stock certificates or provisional certificates
      that
      evidence the shares shall bear the autograph or facsimile signature of two
      members of the Board of Directors. The stock certificates or provisional
      certificates shall be progressively numbered and may represent one or several
      shares; they shall have adhered numbered coupons for the payment of dividends.
      The stock certificates or provisional certificates shall meet the requirements
      provided by article 125 of the General Law of Business Corporations and shall
      include, the text of this article and Article Fourth of this by-laws. Likewise,
      if the stock certificates have been deposited in a securities deposit
      institution, or if such institution receives directly from the Company any
      securities that have been issued from the exercise of economic rights of its
      depositors, the Company may, prior authorization of such institution, deliver
      multiple stock certificates or one sole stock certificate which evidences the
      shares of the offering and its deposit, having the institution the obligation
      to
      draft the corresponding entries in order to determine the rights of the
      depositors. In such event, the stock certificates shall be issued with the
      legend “for their deposit” with the corresponding deposit institution, without
      being necessary to mention the name, nationality or domicile of the holders.
      Likewise, pursuant to the Securities Market Law, stock certificates without
      coupons may be issued; in which case, the statements issued by the deposit
      institutions shall be considered as coupons for all legal effects. The Company
      shall issue the definitive stock certificates within a period of 90 (ninety)
      calendar days as of the date of their issuance or corresponding exchange.