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SECURITIES AND EXCHANGE
COMMISSION





Form 20-F







| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------------

OR



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2011

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

Commission file number 333-14194





GRUPO TMM,
S.A.B.

(Exact name of Registrant as specified in its charter)





TMM GROUP

(Translation of Registrants name into English)

United Mexican States

(Jurisdiction of incorporation or organization)

Avenida de la Cúspide, No. 4755

Colonia Parques del Pedregal,

14010 México City, D.F.,
México

(Address of principal executive offices)





Securities registered or to be registered pursuant to Section 12(b) of the Act:



|                                                       |  |                                                    
|------------------------------------------------------ |  | ---------------------------------------------------
|Title of Each Class                                    |  | Name of Each Exchange on Which
Registered          
|American Depositary Shares (ADSs), each representing |  | New York Stock Exchange                            
|five Ordinary Participation Certificates               |  |                                                    
|(Certificados de Participación Ordinaria)              |  |                                                    
|(CPOs)                                               |  |                                                    
|                                                       | 
|CPOs, each representing one nominative common share,   |  | New York Stock Exchange (for listing purposes only)
|without par value (Share)                            |  |                                                    
|                                                       | 
|Shares                                                 |  | New York Stock Exchange (for listing purposes only)

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None





Indicate the
number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report.

102,182,841 Shares

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.     ̈  Yes    No  x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934.     ̈  Yes    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large
accelerated filer   ̈            Accelerated
filer   ̈            Non-accelerated filer  x

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:



|             |  |  |  |                                                                                                          |  |          |  | 
|------------ |  |  |  | -------------------------------------------------------------------------------------------------------- |  | -------- |  | 
|U.S. GAAP   ̈ |  |  |  | International Financial Reporting Standards as issued by the International Accounting Standards Board  x |  | Other   ̈ |  | 

If Other has been checked in response to the previous question, indicate by check mark which financial
statement item the registrant has elected to follow.    Item 17   ̈    Item 18   ̈

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).    Yes   ̈    No  x

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes   ̈    No   ̈









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TABLE OF CONTENTS



|          |  |                                                                              |  |      |    | 
|--------- |  | ---------------------------------------------------------------------------- |  | ---- | -- | 
|          |  |                                                                              |  | Page |   
|PART I    |  |                                                                              |  |      | 2  | 
|ITEM 1.   |  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                        |  |      | 2  | 
|ITEM 2.   |  | OFFER STATISTICS AND EXPECTED TIMETABLE                                      |  |      | 2  | 
|ITEM 3.   |  | KEY INFORMATION                                                              |  |      | 2  | 
|ITEM 4.   |  | INFORMATION ON THE COMPANY                                                   |  |      | 19 | 
|ITEM 4A.  |  | UNRESOLVED STAFF COMMENTS                                                    |  |      | 39 | 
|ITEM 5.   |  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                 |  |      | 40 | 
|ITEM 6.   |  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                   |  |      | 63 | 
|ITEM 7.   |  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            |  |      | 69 | 
|ITEM 8.   |  | FINANCIAL INFORMATION                                                        |  |      | 70 | 
|ITEM 9.   |  | THE OFFER AND LISTING                                                        |  |      | 72 | 
|ITEM 10.  |  | ADDITIONAL INFORMATION                                                       |  |      | 76 | 
|ITEM 11.  |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   |  |      | 88 | 
|ITEM 12.  |  | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                       |  |      | 90 | 
|          |  |                                                                             
|PART II   |  |                                                                              |  |      | 91 | 
|ITEM 13.  |  | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                              |  |      | 91 | 
|ITEM 14.  |  | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |  |      | 91 | 
|ITEM 15.  |  | CONTROLS AND PROCEDURES                                                      |  |      | 91 | 
|ITEM 16A. |  | AUDIT COMMITTEE FINANCIAL EXPERT                                             |  |      | 93 | 
|ITEM 16B. |  | CODE OF ETHICS                                                               |  |      | 93 | 
|ITEM 16C. |  | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                       |  |      | 94 | 
|ITEM 16D. |  | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES                   |  |      | 94 | 
|ITEM 16E. |  | PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS        |  |      | 94 | 
|ITEM 16F. |  | CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT                                 |  |      | 94 | 
|ITEM 16G. |  | CORPORATE GOVERNANCE                                                         |  |      | 94 | 
|          |  |                                                                             
|PART III  |  |                                                                              |  |      | 96 | 
|ITEM 17.  |  | FINANCIAL STATEMENTS                                                         |  |      | 96 | 
|ITEM 18.  |  | FINANCIAL STATEMENTS                                                         |  |      | 96 | 
|ITEM 19.  |  | EXHIBITS                                                                     |  |      |    | 
|          |  |                                                                             
|EX-6.1:   |  | COMPUTATION OF EARNINGS PER SHARE                                            |  |      |    | 
|EX-7.1:   |  | COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES                            |  |      |    | 
|EX-8.1:   |  | LIST OF SUBSIDIARIES                                                         |  |      |    | 
|EX-12.1:  |  | CERTIFICATION                                                                |  |      |    | 
|EX-12.2:  |  | CERTIFICATION                                                                |  |      |    | 
|EX-13.1:  |  | CERTIFICATION                                                                |  |      |    | 
|EX-13.2:  |  | CERTIFICATION                                                                |  |      |    | 



-i-



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Grupo TMM, S.A.B. and Subsidiaries

Introduction

In this Annual Report, references to $,
US$, U.S. dollars, Dollars or dollars are to United States Dollars and references to Ps., Mexican pesos, Pesos or pesos are to Mexican Pesos. This Annual
Report contains translations of certain Peso amounts into Dollars at specified rates solely for the convenience of the reader. These translations should not be construed as representations that the Peso amounts actually represent such Dollar amounts
or could be converted into Dollars at the rates indicated or at any other rate. In this Annual Report on Form 20-F except as otherwise provided, references to we, us, our and Company mean Grupo TMM,
S.A.B. and its consolidated subsidiaries, and Grupo TMM means Grupo TMM, S.A.B.

As a result of the
promulgation of the new securities law in Mexico in June 2006, public companies were transformed by operation of law into Sociedades Anónimas Bursátiles(Public Issuing Corporations). Accordingly, on December 20, 2006, the
Company added Bursátil to its registered name to comply with the requirements under Mexicos new securities law, or Ley del Mercado de Valores. As a result, the Company is known as Grupo TMM, Sociedad Anónima
Bursátil, or Grupo TMM, S.A.B.

Presentation of Financial Information

Our financial statements are published in dollars and prepared in conformity with International Financial Reporting Standards
(IFRS) as issued by the International Accounting Standards Board (IASB).We maintain our financial books and records in dollars. However, we keep our tax books and records in Pesos. Sums presented in this Annual Report
may not add precisely due to rounding.

Forward-Looking Information

This Annual Report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are based on the beliefs of the Companys management as well as on assumptions made. Actual results could differ materially from
those included in such forward-looking statements. Readers are cautioned that all forward-looking statements involve risks and uncertainty.

The following factors, among others described in this Annual Report, could cause actual results to differ materially from such forward-looking statements:



| |  |  | our ability to generate sufficient cash from operations to meet our obligations, including the ability of our subsidiaries to generate sufficient
distributable cash flow and to distribute such cash flow in accordance with our existing agreements with our lenders and strategic partners and applicable law;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Mexican, U.S. and global economic, political and social conditions;
| | - |  | -------------------------------------------------------------------



| |  |  | the effect of the North American Free Trade Agreement (NAFTA) on the level of U.S.-Mexico trade;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | conditions affecting the international shipping and transportation markets;
| | - |  | ---------------------------------------------------------------------------



| |  |  | our ability to reduce corporate overhead costs;
| | - |  | -----------------------------------------------



| |  |  | the availability of capital to fund our expansion plans;
| | - |  | --------------------------------------------------------



| |  |  | our ability to utilize a portion of our current and future tax loss carryforwards (Net Operating Losses or NOLs);
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | changes in fuel prices;
| | - |  | -----------------------



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| |  |  | changes in legal or regulatory requirements in Mexico or the United States;
| | - |  | ---------------------------------------------------------------------------



| |  |  | market and interest rate fluctuations;
| | - |  | --------------------------------------



| |  |  | competition in geographic and business areas in which we conduct our operations;
| | - |  | --------------------------------------------------------------------------------



| |  |  | the adverse resolution of litigation and other contingencies;
| | - |  | -------------------------------------------------------------



| |  |  | the ability of management to manage growth and successfully compete in new businesses; and
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | the ability of the Company to repay, restructure or refinance its indebtedness.
| | - |  | -------------------------------------------------------------------------------

Readers are urged to read this entire Annual Report including, but not limited to, the section entitled Risk Factors, and
carefully consider the risks, uncertainties and other factors that affect our business. The information contained in this Annual Report is subject to change without notice. Readers should review future reports filed by us with the U.S. Securities
and Exchange Commission (the SEC). We undertake no obligation to publicly update or revise any forward-looking statements included in this Annual Report, whether as a result of new information, future events or otherwise, except as
required by applicable law or stock exchange regulation.

PART I



|ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
|------- | -----------------------------------------------------

Not applicable.



|ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE
|------- | ---------------------------------------

Not applicable.



|ITEM 3. | KEY INFORMATION
|------- | ---------------

Selected Financial
Data

The following table sets forth our selected financial data. The financial information presented for the fiscal years
ended December 31, 2007, 2008, 2009, 2010 and 2011 was derived from our Audited Consolidated Financial Statements, of which the financial statements for each of the years ended December 31, 2009, 2010, and 2011 are contained elsewhere
herein. The Financial Statements have been prepared in accordance with IFRS as issued by the IASB.

The following data
presents selected consolidated financial information of the Company and should be read in conjunction with, and is qualified in its entirety by reference to, the Financial Statements of the Company, including the Notes thereto, also included in this
Form 20-F, and to Item 5. Operating and Financial Review and Prospects.

GRUPO TMM, S.A.B. AND SUBSIDIARIES UNDER
IFRS

SELECTED CONSOLIDATED FINANCIAL DATA

($ in millions, except per share data)



|                                    |  |                         |       |   |      |   |       |      |  |   |       |   |  |      |       |  |  |   |       |  
|----------------------------------- |  | ----------------------- | ----- | - | ---- | - | ----- | ---- |  | - | ----- | - |  | ---- | ----- |  |  | - | ----- | -
|                                    |  | Year Ended December 31, |      
|                                    |  | 2011                    |       |   | 2010 |   |       | 2009 |  |   | 2008  |   |  | 2007 |      
|CONSOLIDATED INCOME STATEMENT DATA: |  |                         |       |   |      |   |       |      |  |   |       |   |  |      |       |  |  |   |       |  
|Transportation revenues             |  | $                       | 269.2 |   |      | $ | 305.4 |      |  | $ | 308.4 |   |  | $    | 362.9 |  |  | $ | 303.3 |  
|                                    |  |                         |       |   |     
|Other (Expense) Income  Net (a)    |  |                         | (14.1 | ) |      |   | (5.1  | )    |  |   | (5.7  | ) |  |      | 8.7   |  |  |   | (4.4  | )
|Operating Income (b)                |  |                         | 6.0   |   |      |   | 30.0  |      |  |   | 23.8  |   |  |      | 19.9  |  |  |   | 19.3  |  
|Interest Income                     |  |                         | 3.6   |   |      |   | 8.2   |      |  |   | 7.4   |   |  |      | 13.1  |  |  |   | 5.6   |  
|Interest Expense  Net              |  |                         | 83.8  |   |      |   | 78.2  |      |  |   | 95.1  |   |  |      | 83.0  |  |  |   | 55.6  |  



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|                                                                                    |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|----------------------------------------------------------------------------------- |  | ----------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | - |  | ---- | ------- | - |  | - | ------ | -
|                                                                                    |  | Year Ended December 31, |        
|                                                                                    |  | 2011                    |         |   | 2010 |   |         | 2009 |  |   | 2008    |   |  | 2007 |        
|Exchange Gain (Loss)                                                                |  |                         | 93.7    |   |      |   | (38.1   | )    |  |   | (30.7   | ) |  |      | 145.5   |   |  |   | 1.4    |  
|Income (Loss) before benefit from (provision for) Income Taxes                      |  |                         | 19.5    |   |      |   | (78.1   | )    |  |   | (94.6   | ) |  |      | 95.5    |   |  |   | (29.2  | )
|(Provision for) Benefit from Income Taxes                                           |  |                         | (3.3    | ) |      |   | (0.8    | )    |  |   | (1.1    | ) |  |      | (20.1   | ) |  |   | 0.8    |  
|Net Income (Loss) from continuing operations for the Year                           |  |                         | 16.2    |   |      |   | (78.9   | )    |  |   | (95.7   | ) |  |      | 75.4    |   |  |   | (28.3  | )
|Loss from discontinued operations                                                   |  |                         |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   | (38.6  | )
|Net Income (Loss) for the year                                                      |  |                         | 16.2    |   |      |   | (78.9   | )    |  |   | (95.7   | ) |  |      | 75.4    |   |  |   | (66.9  | )
|Attributable to Non-controlling interest                                            |  |                         | 1.0     |   |      |   | 1.6     |      |  |   | 1.4     |   |  |      | 0.5     |   |  |   | 0.2    |  
|Attributable to stockholders of Grupo TMM, S.A.B.                                   |  |                         | 15.2    |   |      |   | (80.6   | )    |  |   | (97.1   | ) |  |      | 74.9    |   |  |   | (67.1  | )
|Earnings (Loss) per Share from continuing operations (c)                            |  |                         | 0.159   |   |      |   | (0.774  | )    |  |   | (1.682  | ) |  |      | 1.343   |   |  |   | (0.498 | )
|Earnings (Loss) per Share from discontinued operations (c)                          |  |                         |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   | (0.677 | )
|Earnings (Loss) per Share from Net Income (Loss) for the year (c)                   |  |                         | 0.159   |   |      |   | (0.774  | )    |  |   | (1.682  | ) |  |      | 1.343   |   |  |   | (1.175 | )
|Earnings (Loss) per Share attributable to stockholders of Grupo TMM, S.A.B. (c)     |  |                         | 0.149   |   |      |   | (0.790  | )    |  |   | (1.706  | ) |  |      | 1.334   |   |  |   | (1.177 | )
|Book value per share (d)                                                            |  |                         | 1.023   |   |      |   | 0.941   |      |  |   | 1.103   |   |  |      | 2.990   |   |  |   | 1.983  |  
|Weighted Average Shares Outstanding (000s)                                          |  |                         | 102,176 |   |      |   | 102,007 |      |  |   | 56,894  |   |  |      | 56,189  |   |  |   | 56,962 |  
|BALANCE SHEET DATA (at end of period):                                              |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|Cash and cash equivalents                                                           |  | $                       | 36.4    |   |      | $ | 89.9    |      |  | $ | 20.0    |   |  | $    | 39.9    |   |  | $ | 14.7   |  
|Restricted cash                                                                     |  |                         | 40.7    |   |      |   | 52.4    |      |  |   | 64.2    |   |  |      | 128.5   |   |  |   | 37.5   |  
|Total Current Assets                                                                |  |                         | 145.2   |   |      |   | 212.6   |      |  |   | 173.0   |   |  |      | 260.4   |   |  |   | 142.3  |  
|Property, machinery and equipment-Net                                               |  |                         | 717.9   |   |      |   | 761.6   |      |  |   | 688.4   |   |  |      | 687.7   |   |  |   | 351.1  |  
|Concessions  Net                                                                   |  |                         | 2.6     |   |      |   | 2.8     |      |  |   | 3.1     |   |  |      | 3.4     |   |  |   | 3.7    |  
|Total Assets                                                                        |  |                         | 952.1   |   |      |   | 1,075.9 |      |  |   | 1,001.9 |   |  |      | 1,088.0 |   |  |   | 662.2  |  
|Current portion of long term debt (e)                                               |  |                         | 17.2    |   |      |   | 23.7    |      |  |   | 16.0    |   |  |      | 21.1    |   |  |   | 10.5   |  
|Obligations for sale of receivables short term (e)                                  |  |                         |        |   |      |   | 11.2    |      |  |   | 7.9     |   |  |      | 15.0    |   |  |   | 13.5   |  
|Long-term debt (e)                                                                  |  |                         | 735.3   |   |      |   | 836.6   |      |  |   | 748.5   |   |  |      | 680.4   |   |  |   | 310.5  |  
|Obligations for sale of receivables long term (e)                                   |  |                         |        |   |      |   | 0.6     |      |  |   | 12.0    |   |  |      | 101.0   |   |  |   | 113.4  |  
|Capital stock                                                                       |  |                         | 155.6   |   |      |   | 155.2   |      |  |   | 155.2   |   |  |      | 114.1   |   |  |   | 121.1  |  
|Stockholders Equity (Deficiency) attributable to Stockholders of Grupo TMM, S.A.B. |  |                         | 104.5   |   |      |   | 96.0    |      |  |   | 112.5   |   |  |      | 165.1   |   |  |   | 113.0  |  
|Non-controlling equity interest in subsidiaries                                     |  |                         | 3.9     |   |      |   | 8.9     |      |  |   | 7.3     |   |  |      | 6.1     |   |  |   | 5.9    |  
|Total Stockholders Equity                                                          |  |                         | 108.4   |   |      |   | 104.9   |      |  |   | 119.8   |   |  |      | 171.2   |   |  |   | 118.9  |  
|OTHER DATA:                                                                         |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|Incremental Capital Investments (f)                                                 |  | $                       | 15.4    |   |      | $ | 32.1    |      |  | $ | 73.5    |   |  | $    | 401.8   |   |  | $ | 104.5  |  
|Depreciation and Amortization                                                       |  |                         | 51.5    |   |      |   | 57.4    |      |  |   | 42.5    |   |  |      | 31.1    |   |  |   | 25.7   |  



|(a) | Includes mainly: (i) in the year ended December 31, 2011: goodwill impairment charges, reserve for prepay and arbitration expenses and
cancellation of ferriage; (ii) in the year ended December 31, 2010: loss from the sale of subsidiaries and shares of subsidiaries; (iii) in the year ended December 31, 2009: goodwill impairment charges and equipment lease
expenses; (iv) in the year ended December 31, 2008: a gain from the sale of certain non-strategic subsidiaries, partially offset by goodwill impairment charges and equipment lease expenses; (v) in the year ended December 31,
2007: a non-recurring restructuring cost, a loss from the sale of non-productive assets and leases of related equipment, partially offset by a gain from recoverable taxes net of expenses and a gain from the sale of subsidiaries.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Includes the reclassification of income (expense)  net in accordance with International Accounting Standard (IAS) No.1:
Presentation of Financial Statements.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | As of December 31, 2007 the number of Shares outstanding was 56,933,137, as of December 31, 2008 the number of Shares outstanding was
55,227,037, as of December 31, 2009 the number of Shares outstanding was 102,024,441, as of December 31, 2010 the number of Shares outstanding was 101,994,641 and as of December 31, 2011 the number of Shares outstanding was
102,182,841. See Item 4. Information on the Company  History and Development of the Company.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | Book value per Share: results from dividing total shareholders equity attributable to stockholders of Grupo TMM by the outstanding Shares at the
end of each period.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(e) | Proceeds received as borrowings are net of transaction costs incurred in accordance with IAS No. 39: Financial Instruments Recognition and
Measurement.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|(f) | See Item 5. Operating and Financial Review and Prospects  Liquidity and Capital Resources  Capital Expenditures and
Divestitures.
|--- | -------------------------------------------------------------------------------------------------------------------------------------



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GRUPO TMM S.A.B. AND SUBSIDIARIES

SELECTED CONSOLIDATED OPERATING DATA

($ in millions)



|                                  |  |                         |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  
|--------------------------------- |  | ----------------------- | ----- | - | ---- | - | ----- | ---- |  | - | ----- | - |  | ---- | ----- | - |  | - | ----- | -
|                                  |  | Year Ended December 31, |      
|                                  |  | 2011                    |       |   | 2010 |   |       | 2009 |  |   | 2008  |   |  | 2007 |      
|TRANSPORTATION REVENUES:          |  |                         |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  
|Ports and Terminals Operations(a) |  |                         | 10.0  |   |      |   | 10.3  |      |  |   | 6.6   |   |  |      | 8.0   |   |  |   | 8.5   |  
|Maritime Operations(b)            |  |                         | 171.7 |   |      |   | 200.6 |      |  |   | 199.6 |   |  |      | 206.8 |   |  |   | 179.0 |  
|Logistics Operations(c)           |  |                         | 83.8  |   |      |   | 89.6  |      |  |   | 95.4  |   |  |      | 134.3 |   |  |   | 115.9 |  
|Intercompany revenues(d)          |  |                         | 3.7   |   |      |   | 4.9   |      |  |   | 6.8   |   |  |      | 13.8  |   |  |   | (0.1  | )
|                                  |  |                         |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  
|Total                             |  | $                       | 269.2 |   |      | $ | 305.4 |      |  | $ | 308.4 |   |  | $    | 362.9 |   |  | $ | 303.3 |  
|                                  |  |                         |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  
|INCOME ON TRANSPORTATION:         |  |                         |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  
|Ports and Terminals Operations    |  |                         | 2.2   |   |      |   | 3.7   |      |  |   | 1.4   |   |  |      | 1.6   |   |  |   | 1.4   |  
|Maritime Operations               |  |                         | 41.7  |   |      |   | 59.8  |      |  |   | 55.7  |   |  |      | 42.0  |   |  |   | 44.1  |  
|Logistics Operations              |  |                         | (7.8  | ) |      |   | (13.5 | )    |  |   | (9.9  | ) |  |      | (12.0 | ) |  |   | (3.4  | )
|Shared corporate costs            |  |                         | (16.0 | ) |      |   | (14.8 | )    |  |   | (17.7 | ) |  |      | (20.4 | ) |  |   | (18.4 | )
|                                  |  |                         |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  
|Total                             |  | $                       | 20.1  |   |      | $ | 35.2  |      |  | $ | 29.5  |   |  | $    | 11.2  |   |  | $ | 23.7  |  
|                                  |  |                         |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  



|(a) | Ports and Terminals Operations consist of a port in Acapulco, Mexico, a terminal at Tuxpan, Mexico, loading and unloading operations at the port of Tampico, Mexico, and
the operation of shipping agencies at numerous ports in Mexico.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Maritime Operations primarily consist of offshore vessels, product tankers, parcel tankers and tugboats.
|--- | --------------------------------------------------------------------------------------------------------

|(c) | Logistics Operations consist of trucking and intermodal transport, warehousing, container maintenance and repair and intermodal terminal operations.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | Represents intercompany transactions between segments, and certain new businesses which are in the development process.
|--- | -----------------------------------------------------------------------------------------------------------------------

Average Shares Outstanding

Income per Share is calculated based on the average number of Shares outstanding in each relevant year. The average number of Shares outstanding in 2007 was 56,962,041, in 2008 was 56,189,025, in 2009 was
56,893,794, in 2010 was 102,006,730 and in 2011 was 102,176,138. See Item 4. Information on the Company  History and Development of the Company and Item 9. The Offer and Listing  Share Repurchase
Program.

Dividends

At shareholders meetings, shareholders have the ability, at their discretion, to approve dividends from time to time. At the Ordinary Shareholders Meeting held on April 29, 2011, due to
the Companys current financial condition, our shareholders decided to revoke the resolution adopted at the ordinary shareholders meeting held on April 24, 1997 by the shareholders of our predecessor, Transportación Maritima
Mexicana, S.A. de C.V. (TMM), declaring a dividend equivalent to $0.17 per Share, subject to our outstanding debt obligations and availability of funds. That dividend was not paid, and no other dividend has been declared since 1997.

Exchange Rates

We maintain our financial records in Dollars. However, we keep our tax records in Pesos. We record in our financial records the Dollar equivalent of the actual Peso charges for taxes at the time incurred
using the prevailing exchange rate. In 2011, approximately 60% of our net consolidated revenues and 30% of our operating costs and expenses were generated or incurred in Dollars. The remainder of our net consolidated revenues and operating expenses
were denominated in Pesos.



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The following table sets forth the high, low, average and period-end noon buying rates for
Pesos reported by Banco de México (the Noon Buying Rate) expressed as Pesos per U.S. dollar for the periods indicated below.



|                        |  |                |       |  |        |  |       |            |  |  |                |  |  |  |       | 
|----------------------- |  | -------------- | ----- |  | ------ |  | ----- | ---------- |  |  | -------------- |  |  |  | ----- | 
|                        |  | Exchange Rates |      
|Year Ended December 31, |  | High(1)        |       |  | Low(1) |  |       | Average(2) |  |  | End ofYear(3)  | 
|2007                    |  |                | 11.27 |  |        |  | 10.66 |            |  |  | 10.93          |  |  |  | 10.91 | 
|2008                    |  |                | 13.92 |  |        |  | 9.92  |            |  |  | 11.14          |  |  |  | 13.77 | 
|2009                    |  |                | 15.36 |  |        |  | 12.60 |            |  |  | 13.51          |  |  |  | 13.04 | 
|2010                    |  |                | 13.18 |  |        |  | 12.16 |            |  |  | 12.64          |  |  |  | 12.38 | 
|2011                    |  |                | 14.24 |  |        |  | 11.50 |            |  |  | 12.43          |  |  |  | 13.95 | 
|                        | 
|                        |  | Exchange Rates |      
|Monthly,                |  | High(4)        |       |  | Low(4) |  |       | Average(5) |  |  | End
ofMonth(6) | 
|Year 2012               |  |                |       |  |        |  |       |            |  |  |                |  |  |  |       | 
|January                 |  |                | 13.95 |  |        |  | 12.93 |            |  |  | 13.45          |  |  |  | 13.01 | 
|February                |  |                | 13.01 |  |        |  | 12.65 |            |  |  | 12.79          |  |  |  | 12.86 | 
|March                   |  |                | 12.98 |  |        |  | 12.63 |            |  |  | 12.75          |  |  |  | 12.81 | 
|April(7)                |  |                | 13.23 |  |        |  | 12.73 |            |  |  | 13.01          |  |  |  | 13.12 | 



|(1) | The highest and lowest of the Noon Buying Rates for the Peso per U.S. dollar reported by Banco de México on the last business day of each month during the
relevant year.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The average of the Noon Buying Rates on the last day of each month during the relevant year.
|--- | --------------------------------------------------------------------------------------------

|(3) | The Noon Buying Rates on the last day of each relevant year.
|--- | ------------------------------------------------------------

|(4) | The highest and lowest of the Noon Buying Rates of each day in the relevant month.
|--- | ----------------------------------------------------------------------------------

|(5) | The average of the Noon Buying Rates of each day in the relevant month.
|--- | -----------------------------------------------------------------------

|(6) | The Noon Buying Rates on the last day of each relevant month.
|--- | -------------------------------------------------------------

|(7) | Through April 23, 2012.
|--- | -----------------------

On April 23, 2012, the Noon Buying Rate was Ps. 13.1171 = $1.00 (equivalent to Ps. 1.00 = $0.0762).

Risk Factors

Risks Relating to
our Indebtedness

Our substantial indebtedness could adversely affect our financial condition and impair our ability to operate
our business, and we may not be able to pay the interest on and principal amount of our indebtedness.

As of
December 31, 2011, Grupo TMMs total debt amounted to $752.5 million, which includes $684.3 million under our Mexican Peso-Denominated Trust Certificates Program (the Trust Certificates Program) and $68.2 million of bank debt
owed to several different banks; of this debt, $17.2 million is short-term debt, and $735.3 million is long-term debt. As of March 31, 2012, Grupo TMMs total debt amounted to $806.5 million, which includes $737.0 million under our Trust
Certificates Program and $69.5 million of bank debt owed to several different banks; of this debt, $14.0 million is short-term debt, and $792.5 million is long-term debt. Under IFRS, transaction costs in connection with financings are required to be
accounted for as debt.



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We are a highly leveraged company and our level of indebtedness could have important
consequences, including the following:



| |  |  | limiting cash flow available for capital expenditures, acquisitions, working capital and other general corporate purposes because a substantial portion
of our cash flow from operations must be dedicated to servicing debt;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | increasing our vulnerability to a downturn in economic or industry conditions;
| | - |  | ------------------------------------------------------------------------------



| |  |  | exposing us to risks inherent in interest rate fluctuations because future borrowings may be at interest rates that are higher than current rates,
which could result in higher interest expenses;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | limiting our flexibility in planning for, or reacting to, competitive and other changes in our business;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | placing us at a competitive disadvantage compared to our competitors that have less debt and greater operating and financing flexibility than we do;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | limiting our ability to engage in activities that may be in our long-term best interest; and
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | limiting our ability to borrow additional money to fund our working capital and capital expenditures or to refinance our existing indebtedness, or to
enable us to fund the acquisitions contemplated in our business plan.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our ability to service our
indebtedness will depend upon future operating performance, including the ability to increase revenues significantly, renew our existing vessel contracts and control expenses. Future operating performance depends upon various factors, including
prevailing economic, financial, competitive, legislative, regulatory, business and other factors that are beyond our control.

If we cannot generate sufficient cash flow from operations to service our indebtedness we may default under our various financing
facilities. If we default under any such facility, the relevant lender or lenders could then take action to foreclose against any collateral securing the payment of such facility. Most of our shipping assets have been pledged to secure our
obligations under our Trust Certificates Program and our various vessel financing facilities. See Item 3. Key Information  Selected Financial Data.

Grupo TMM is primarily a holding company and depends upon funds received from its operating subsidiaries to make payments on its indebtedness.

Grupo TMM is primarily a holding company and conducts the majority of its operations, and holds a substantial portion of its operating
assets, through numerous direct and indirect subsidiaries. As a result, Grupo TMM relies on income from dividends and fees related to administrative services provided to its operating subsidiaries for its operating income, including the funds
necessary to service its indebtedness.

Under Mexican law, profits of Grupo TMMs subsidiaries may only be distributed
upon approval by such subsidiaries shareholders, and no profits may be distributed by its subsidiaries to Grupo TMM until all losses incurred in prior fiscal years have been offset against any sub-account of Grupo TMMs capital or net
worth account. In addition, at least 5% of profits must be separated to create a reserve (fondo de reserva)until such reserve is equal to 20% of the aggregate value of such subsidiarys capital stock (as calculated based on the actual
nominal subscription price received by such subsidiary for all issued shares that are outstanding at the time).

There is no
restriction under Mexican law upon Grupo TMMs subsidiaries remitting funds to it in the form of loans or advances in the ordinary course of business, except to the extent that such loans or advances would result in the insolvency of its
subsidiaries, or for its subsidiaries to pay Grupo TMM fees or other amounts for services.

To the extent that Grupo TMM
relies on dividends or other distributions from subsidiaries that it does not wholly own, Grupo TMM will only be entitled to a pro rata share of the dividends or other distributions provided by such subsidiaries.



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Restrictive covenants in our financing agreements, including the Trust Certificates Program and our
ship financings, may restrict our ability to pursue our business strategies.

Our agreements for our ship financings
contain a number of restrictive covenants and any additional financing arrangements we enter into may contain additional restrictive covenants. These covenants restrict or prohibit many actions, including our ability, or that of our subsidiaries,
to, among others:



| |  |  | incur additional indebtedness;
| | - |  | ------------------------------



| |  |  | create or suffer to exist liens;
| | - |  | --------------------------------



| |  |  | make certain restricted payments, including the payment of dividends;
| | - |  | ---------------------------------------------------------------------



| |  |  | engage in certain transactions with shareholders and affiliates;
| | - |  | ----------------------------------------------------------------



| |  |  | use assets as security in other transactions;
| | - |  | ---------------------------------------------



| |  |  | issue guarantees to third parties; and
| | - |  | --------------------------------------



| |  |  | engage in certain mergers and consolidations or in sale-leaseback transactions.
| | - |  | -------------------------------------------------------------------------------

Our Trust Certificates Program also contains a number of restrictive covenants. These covenants relate solely to the vessels, contracts
related to such vessels and the restricted cash under such program. Certificate holders only recourse under the Trust Certificates Program is to the trust assets.

If we fail to comply with these and other restrictive covenants, our obligation to repay our indebtedness may be accelerated. If we cannot pay the amounts due on the Trust Certificates Program or under
one or more of our vessel financing facilities, the relevant lender or lenders could then take action to foreclose against any collateral securing the payment of such facility or facilities. Most of our shipping assets have been pledged to secure
our obligations under our Trust Certificates Program and various vessel financing facilities.

As of December 31, 2010
and 2011, and March 31, 2012, we were in compliance with all of our covenants under these facilities.

We have to service our
peso-denominated debt with revenues generated in dollars, as we do not generate sufficient revenue in pesos from our operations to service all of our peso-denominated debt. This could adversely affect our ability to service our debt in the event of
a devaluation or depreciation in the value of the dollar against the Mexican peso.

As of March 31, 2012,
approximately 95% of our debt was denominated in pesos. As of the date of this Annual Report, we do not generate sufficient revenue in pesos from our operations to service all of our peso-denominated debt. Consequently, we have to use revenues
generated in dollars to service our peso-denominated debt. A devaluation or depreciation in the value of the dollar, compared to the Mexican peso, could adversely affect our ability to service our debt. During 2011, the Mexican peso depreciated
approximately 12.6% against the dollar. During 2012 through April 23, 2012, the Mexican peso had appreciated approximately 5.9% against the dollar.

Fluctuations in the Mexican peso/dollar exchange rate could lead to shifts in the types and volumes of Mexican imports and exports, negatively impacting results on some of our businesses. Although a
decrease in the level of exports may be offset by a subsequent increase in imports, any offsetting increase might not occur on a timely basis, if at all. Future developments in U.S.-Mexican trade beyond our control may result in a reduction of
freight volumes or in an unfavorable shift in the mix of products and commodities we carry.



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Risks Relating to our Business

Uncertainties relating to our financial condition in our recent past and other factors raised substantial doubt about our ability to continue as a going concern and could have resulted in our
dissolution under Mexican corporate law.

Under Mexican law, when a company has accumulated losses in excess of
two-thirds of its capital stock, any third party with legal interest may request the corresponding judicial authorities to declare the dissolution of the company. In our audited report for the periods ended December 31, 2007, 2008, 2009, 2010
and 2011, our independent auditors indicated that a substantial doubt existed as to our continuation as a going concern because we had sustained substantial losses from continuing operations during those periods. For the period ended
December 31, 2008 and 2011, we reported a profit from our continuing operations.

Although Grupo TMM improved its
operating income in 2008 and 2011, it incurred a net loss in 2007, 2009 and 2010. Our ability to continue as a going concern is subject to our ability to generate sufficient profits and/or obtain necessary funding from outside sources and there can
be no assurance that we will be able to generate such profits or obtain such funding.

If our time charter arrangements are terminated
or expire, our business could be adversely affected.

As of December 31, 2011, we had one product tanker vessel
on bareboat charter and six vessels on time charter to PEMEX Refinación (PER), and 22 offshore vessels on time charter to Pemex Exploración y Producción (PEP). PER and PEP are subsidiaries of Petroleos
Mexicanos, the national oil company of Mexico (PEMEX). In addition, in 2011 we entered into six offshore vessel chartering agreements with private operators with time periods ranging from one to two years. In the event that our time
charter arrangements are terminated or expire without being renewed, we will be required to seek new bareboat or time charter arrangements for these vessels. We cannot be sure that bareboat or time charters will be available for the vessels
following termination or expiration, or that bareboat or time charter rates in effect at the time of such termination or expiration will be comparable to those in effect under the existing time charters or in the present market. In the event that
bareboat or time charters are not available on terms acceptable to us, we may use those vessels in the spot market. Because charter rates in the spot market are subject to greater fluctuation than longer term bareboat or time charter rates, any
failure to maintain existing, or enter into comparable, charter arrangements could adversely affect our operating results.

Our results
from operations are dependent on fuel expenses.

Our logistics and parcel tanker operations consume significant
amounts of energy and fuel, the cost of which has significantly increased worldwide in recent years. With respect to our other operations our customers pay for the fuel consumption. We currently meet, and expect to continue to meet, our fuel
requirements almost exclusively through purchases at market prices from PEMEX, a government-owned entity exclusively responsible for the distribution and sale of diesel fuel, maritime diesel oil and bunker fuel in Mexico. The price of diesel fuel
used by our trucks is established by the Mexican Government based on domestic policies and does not necessarily reflect the increase of prices in international markets; however, if we are unable to acquire diesel fuel from PEMEX on acceptable terms,
our operations could be adversely affected. In addition, instability caused by imbalances in the worldwide supply and demand of oil may result in continuing increases in fuel prices. Our fuel expense represents a significant portion of our operating
expenses in our logistics and parcel tanker operations, and there may be increases in the price of fuel that cannot be hedged or transferred to the final user of our transportation services. We cannot assure you that our operations would not be
materially adversely affected in the future if prevailing conditions remain for a long period of time or if energy and fuel costs continue to increase.

Downturns in the U.S. economy, trade between the United States and Mexico and in the international markets adversely affect our business and results of operations.

The level and timing of our business activity is heavily dependent upon the level of U.S.-Mexican trade and the effects of NAFTA on such
trade. Downturns in the U.S. or Mexican economy or in trade between the United States and Mexico would likely have adverse effects on some of our businesses and results of operations. Our logistics



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business and the transportation of products traded between Mexico and the United States depend on the U.S. and Mexican markets for these products, the relative position of Mexico and the United
States in these markets at any given time and tariffs or other barriers to trade. The sluggish pace of financial and economic growth in the U.S. and international markets has negatively affected our volumes and as a consequence is negatively
affecting our results of operations and our ability to meet our debt service obligations described above.

We may be unable to
successfully expand our business.

Future growth of our businesses will depend on a number of factors, including:



| |  |  | the continued identification, evaluation and participation in niche markets;
| | - |  | ----------------------------------------------------------------------------



| |  |  | the identification of joint venture opportunities or acquisition candidates;
| | - |  | ----------------------------------------------------------------------------



| |  |  | our ability to enter into acquisitions on favorable terms;
| | - |  | ----------------------------------------------------------



| |  |  | our ability to finance any expansion of our business;
| | - |  | -----------------------------------------------------



| |  |  | our ability to hire and train qualified personnel, and to maintain our existing managerial base;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | the successful integration of any acquired businesses with our existing operations; and
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | our ability to manage expansion effectively and to obtain required financing.
| | - |  | -----------------------------------------------------------------------------

In order to maintain and improve operating results from new businesses, as well as our existing businesses, we will be required to manage
our growth and expansion effectively. However, the management of new businesses involves numerous risks, including difficulties in assimilating the operations and services of the new businesses, the diversion of managements attention from
other business concerns and the disadvantage of entering markets in which we may have no or limited direct or prior experience. Our failure to effectively manage our business could preclude our ability to expand our business and could have a
material adverse effect on our results of operations.

Significant competition could adversely affect our future financial performance.

Certain of our business segments face significant competition, which could have a material adverse effect on our
results of operations. Our international parcel tanker transportation services, our coastwise product tanker business, and our offshore vessel services rendered in the Gulf of Mexico have faced significant competition, mainly from U.S., Mexican and
other international shipping companies acting directly or through a Mexican intermediary.

In our logistics operations
division, our trucking transport and automotive logistics services have faced intense competition, including price competition, from a large number of U.S., Mexican, and other international trucking lines and logistics companies. We cannot assure
you that we will not lose business in the future due to our inability to respond to competitive pressures by decreasing our prices without adversely affecting our gross margins and operational results.

Downturns in certain cyclical industries in which our customers operate could have adverse effects on our results of operations.

The shipping, transportation and logistics industries are highly cyclical, generally tracking the cycles of the world
economy. Although transportation markets are affected by general economic conditions, there are numerous specific factors within each particular market segment that may influence operating results. Some of our customers do business in industries
that are highly cyclical, including the oil and gas and automotive sectors. Any downturn in these sectors could have a material adverse effect on our operating results. Also, some of the products we transport have had a historical pattern of price
cyclicality, which has typically been influenced by the general economic environment and by industry capacity and demand. We cannot assure you that prices and demand for these products will not decline in the future, adversely affecting those
industries and, in turn, our financial results.



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Grupo TMM is a party to arrangements with other parties as joint investors in non-wholly owned
subsidiaries.

Grupo TMM is a party to arrangements with other parties under which it and such parties have jointly
invested in non-wholly owned subsidiaries, and Grupo TMM may enter into other similar arrangements in the future. Grupo TMMs partners in these non-wholly owned subsidiaries may at any time have economic, business or legal interests or goals
that are inconsistent with our interests or those of the entity in which they have invested with us. Furthermore, any dividends that are distributed from subsidiaries that Grupo TMM does not wholly own would be shared pro rata with its partners
according to their relative ownership interests. For these or any other reasons, disagreements or disputes with partners with whom Grupo TMM has a strategic alliance or relationship could impair or adversely affect its ability to conduct its
business and to receive distributions from, and return on its investments in, those subsidiaries.

Over time, vessel values may
fluctuate substantially and, if these values are lower at a time when we are attempting to dispose of a vessel, we may incur a loss.

Vessel values can fluctuate substantially over time due to a number of different factors, including:



| |  |  | prevailing economic conditions in the market;
| | - |  | ---------------------------------------------



| |  |  | a substantial or extended decline in world trade;
| | - |  | -------------------------------------------------



| |  |  | increases in the supply of vessel capacity;
| | - |  | -------------------------------------------



| |  |  | prevailing charter rates; and
| | - |  | -----------------------------



| |  |  | the cost of retrofitting or modifying existing ships, as a result of technological advances in vessel design or equipment, changes in applicable
environmental or other regulations or standards, or otherwise.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In the future, if the market values of our
vessels deteriorate significantly, we may be required to record an impairment charge in our financial statements, which could adversely affect our results of operations. If a charter terminates, we may be unable to re-charter the vessel at an
acceptable rate and, rather than continue to incur costs to maintain and finance the vessel, may seek to dispose of it. Our inability to dispose of the vessel at a reasonable price could result in a loss on its sale and adversely affect our results
of operations and financial condition.

Our growth depends upon continued growth and demand for the liquid bulk and offshore vessel
industries which may have been at or near the peak of their upward trend and charter hire rates have already been at or near historical highs. These factors may lead to reductions and volatility in charter hire rates and profitability.

The liquid bulk and offshore vessel industries are both cyclical and volatile in terms of charter hire rates and
profitability. In the future, charter rates and demand for our vessels may fluctuate as a result of changes in the size of and geographic location of supply and demand for oil and related products, as well as changes in maritime regulations. These
and other factors affecting the supply and demand for liquid bulk, offshore and vessels in general are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable.

The factors that influence demand for our vessels capacity include:



| |  |  | supply and demand for products suitable for shipping by our vessels;
| | - |  | --------------------------------------------------------------------



| |  |  | changes in global production of products transported by our vessels;
| | - |  | --------------------------------------------------------------------



| |  |  | the distance cargo products are to be moved by sea;
| | - |  | ---------------------------------------------------



| |  |  | the globalization of manufacturing;
| | - |  | -----------------------------------



| |  |  | global and regional economic and political conditions;
| | - |  | ------------------------------------------------------



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| |  |  | changes in seaborne and other transportation patterns, including changes in the distances over which cargoes are transported;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | environmental and other regulatory developments;
| | - |  | ------------------------------------------------



| |  |  | technological advancements;
| | - |  | ---------------------------



| |  |  | currency exchange rates; and
| | - |  | ----------------------------



| |  |  | weather.
| | - |  | --------

The factors that influence the supply of our vessels capacity include:



| |  |  | the number of newbuilding deliveries;
| | - |  | -------------------------------------



| |  |  | the scrapping rate of older vessels similar to our vessels;
| | - |  | -----------------------------------------------------------



| |  |  | the price of steel and other raw materials;
| | - |  | -------------------------------------------



| |  |  | changes in environmental and other regulations that may limit the useful life of vessels;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | the number of vessels that are out of service; and
| | - |  | --------------------------------------------------



| |  |  | port congestion.
| | - |  | ----------------

Our ability to re-charter our vessels upon the expiration or termination of their current charters and the charter rates payable under any renewal or replacement charters will depend upon, among other
things, the prevailing state of the charter market for our vessels. If the charter market is depressed when our vessels charters expire, we may be forced to re-charter our vessels at reduced rates or even possibly a rate whereby we incur a
loss, which may reduce our earnings or make our earnings volatile. The same issues will exist if we acquire additional vessels and attempt to obtain multi-year time charter arrangements as part of our acquisition and financing plan.

Our growth depends on our ability to expand relationships with existing charterers and to obtain new charterers, for which we will face substantial
competition.

One of our principal objectives is to acquire additional vessels in conjunction with entering into
additional multi-year, fixed-rate time charters for these ships. The process of obtaining new multi-year time charters is highly competitive and generally involves an intensive screening process and competitive bids, and often extends for several
months. Shipping charters are awarded based upon a variety of factors relating to the vessel operator, including:



| |  |  | shipping industry relationships and reputation for customer service and safety;
| | - |  | -------------------------------------------------------------------------------



| |  |  | shipping experience and quality of ship operations (including cost effectiveness);
| | - |  | ----------------------------------------------------------------------------------



| |  |  | quality and experience of seafaring crew;
| | - |  | -----------------------------------------



| |  |  | the ability to finance vessels at competitive rates and financial stability in general;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | relationships with shipyards and the ability to get suitable berths;
| | - |  | --------------------------------------------------------------------



| |  |  | relationships with ship owners and the ability to obtain suitable second-hand vessels;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | construction management experience, including the ability to obtain on-time delivery of new ships according to customer specifications;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | willingness to accept operational risks pursuant to the charter, such as allowing termination of the charter for force majeure events, among others;
and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | competitiveness of the bid in terms of overall price.
| | - |  | -----------------------------------------------------

We expect substantial competition from a number of experienced companies, including state-sponsored entities and major shipping companies. Some of these competitors have significantly greater financial
resources than we do, and can therefore operate larger fleets and may be able to offer better charter rates. This competition may cause greater price competition for time charters. As a result of these factors, we may be unable to expand our
relationships with existing customers or to obtain new customers on a profitable basis, if at all, which would have a material adverse effect on our business, results of operations and financial condition and our ability to pay dividends to our
stockholders.

The aging of our fleet may result in increased operating costs in the future, which could adversely affect our earnings.

In general, the cost of maintaining a vessel in good operating condition increases with the age of the vessel. As our
fleet ages, we will incur increased costs. Older vessels are typically less fuel efficient and more costly to maintain than more recently constructed vessels. Cargo insurance rates also increase with the age of a vessel, making older vessels less
desirable to charterers. Governmental regulations and safety or other equipment standards related to the age of a vessel may also require expenditures for alterations or the addition of new equipment to our vessels and may restrict the type of
activities in which our vessels may engage. Although our current fleet of 41 vessels had an average age of approximately 12.2 years as of March 31, 2012, we cannot assure you that, as our vessels age, market conditions will justify such
expenditures or will enable us to profitably operate our vessels during the remainder of their expected useful lives.

Our results of
operations may be adversely affected by operational risks inherent in the transportation and logistics industry.

The
operation of vessels, trucks and other machinery relating to the shipping and cargo business involves an inherent risk of catastrophic marine or land disaster, mechanical failure, collisions, property losses to vessels or trucks, piracy, cargo loss
or damage and business interruption due to political actions in Mexico and in foreign countries. In addition, the operation of any harbor and seagoing vessel is subject to the inherent possibility of catastrophic marine disasters, including oil
spills and other environmental accidents, and the liabilities arising from owning and operating vessels in international trade. Any such event may result in a reduction of revenues or increased costs. The Companys vessels and trucking
equipment are insured for their estimated value against damage or loss, including war, terrorism acts, and pollution risks and we also carry other insurance customary in the industry.

We maintain insurance to cover the risk of partial or total loss of or damage to all of our assets, including, but not limited to, harbor
and seagoing vessels, port facilities, port equipment, trucks, land facilities and offices. In particular, we maintain marine hull and machinery and war risk insurance on our vessels, which covers the risk of actual or constructive total loss.
Additionally, we have protection and indemnity insurance for damage caused by our operations to third persons. With certain exceptions, we do not carry insurance covering the loss of revenue resulting from a downturn in our operations or resulting
from vessel off-hire time on certain vessels. In certain instances, and depending on the ratio of insurance claims to insurance premiums paid, we may choose to self-insure our over-the-road equipment following prudent guidelines. We cannot assure
you that our insurance would be sufficient to cover the cost of damages suffered by us or damages to others, that any particular claim will be paid or that such insurance will continue to be available at commercially reasonable rates in the future.

Additionally, some shipping and related activities decrease substantially during periods of bad weather. Such adverse weather
conditions can adversely affect our results of operations and profitability if they occur with unusual intensity, during abnormal periods, or last longer than usual in our major markets, especially during peak shipping periods.



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Our operations are subject to extensive environmental and safety laws and regulations and we may
incur costs that have a material adverse effect on our financial condition as a result of our liabilities under or potential violations of environmental and safety laws and regulations.

Our operations are subject to general Mexican federal and state laws and regulations relating to the protection of the environment. The
Procuraduría Federal de Protección al Ambiente(Mexican Attorney General for Environmental Protection) is empowered to bring administrative and criminal proceedings and impose corrective actions and economic sanctions against
companies that violate environmental laws, and temporarily or permanently close non-complying facilities. The Secretaría del Medio Ambiente y Recursos Naturales(Mexican Ministry of Environmental Protection and Natural Resources)
(SEMARNAT) and other ministries have promulgated compliance standards for, among other things, water discharge, water supply, air emissions, noise pollution, hazardous substances transportation and handling, and hazardous and solid waste
generation. Under the environmental laws, the Mexican Government has implemented a program to protect the environment by promulgating rules concerning water, land, air and noise discharges or pollution, and the transportation and handling of wastes
and hazardous substances.

We are also subject to the laws of various jurisdictions and international conferences with respect
to the discharge of hazardous materials, wastes and pollutants into the environment.

While we maintain insurance against
certain of these environmental risks in an amount which we believe is consistent with amounts customarily obtained in accordance with industry norms, we cannot assure you that our insurance will be sufficient to cover damages suffered by us or that
insurance coverage will always be available for these possible damages. Furthermore, such insurance typically excludes coverage for fines and penalties that may be levied for non-compliance with environmental laws and regulations.

We anticipate that the regulation of our business operations under federal, state and local environmental laws and regulations will
increase and become more stringent over time. We cannot predict the effect, if any, that the adoption of additional or more stringent environmental laws and regulations would have on our results of operations, cash flows, capital expenditure
requirements or financial condition.

Our international parcel tanker transportation services rendered in the Gulf of Mexico
and our coastwise product tanker business rendered in both the Gulf of Mexico and in the Pacific Ocean provide services to transport petrochemical products and refined clean and dirty petroleum products, respectively. See Item 4.
Information on the Company  Business Overview  Maritime Operations. Under the United States Oil Pollution Act of 1990 (OPA or OPA 90), responsible parties, including ship owners and operators, are
subject to various requirements and could be exposed to substantial liability, and in some cases unlimited liability, for removal costs and damages, including natural resource damages and a variety of other public and private damages, resulting from
the discharge of oil, petroleum or related substances into the waters of the United States. In some jurisdictions, including the United States, claims for spill clean-up or removal costs and damages would enable claimants to immediately seize the
ships of the owning and operating company and sell them in satisfaction of a final judgment. The existence of comparable statutes enacted by individual states of the United States, but requiring different measures of compliance and liability,
creates the potential for similar claims being brought in the United States under state law. In addition, several other countries have adopted international conventions that impose liability for the discharge of pollutants similar to OPA. If a spill
were to occur in the course of operation of one of our vessels carrying petroleum products, and such spill affected the waters of the United States or another country that had enacted legislation similar to OPA, we could be exposed to substantial or
unlimited liability. Additionally, our vessels carry bunkers (ship fuel) and certain goods that, if spilled, under certain conditions, could cause pollution and result in substantial claims against us, including claims under international laws and
conventions, OPA and other U.S. federal, state and local laws. Further, under OPA and similar international laws and conventions, we are required to satisfy insurance and financial responsibility requirements for potential oil spills and other
pollution incidents. Penalties for failure to maintain the financial responsibility requirements can be significant and can include the seizure of the vessel.

Our vessels must also meet stringent operational, maintenance and structural requirements, and they are subject to rigorous inspections by governmental authorities such as the U.S. Coast Guard for those
vessels, which operate within U.S. territorial waters. Non-compliance with these regulations could give rise to substantial fines and penalties.



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We could have liability with respect to contamination at our former U.S. facilities or
third-party facilities in the United States where we have sent hazardous substances or wastes under the U.S. Comprehensive Environmental Response, Compensation and Liability Act (CERCLA or Superfund) and comparable state laws
(known as state Superfund laws). CERCLA and the state Superfund laws impose joint and several liability for the cost of investigation and remediation, natural resources damages, certain health studies and related costs, without regard to fault or
the legality of the original conduct, on certain classes of persons with respect to the release into the environment of certain substances. These persons, commonly called potentially responsible parties or PRPs include the
current and certain prior owners or operators of and persons that arranged for the disposal or treatment of hazardous substances at sites where a release has occurred or could occur. In addition, other potentially responsible parties, adjacent
landowners or other third parties may initiate cost recovery actions or toxic tort litigation against PRPs under CERCLA or state Superfund law or state common law.

The U.S. Clean Water Act imposes restrictions and strict controls regarding the discharge of wastes into the waters of the United States. The Clean Water Act and comparable state laws provide for civil,
criminal and administrative penalties for unauthorized discharges of pollutants. In the event of an unauthorized discharge of wastes or pollutants into waters of the United States, we may be liable for penalties and could be subject to injunctive
relief.

Potential labor disruptions could adversely affect our financial condition and our ability to meet our obligations under our
financing arrangements.

As of March 31, 2012, we had 3,292 employees, approximately 42% of whom were unionized.
The compensation terms of the labor agreement with these employees are subject to renegotiation on an annual basis and all other terms are renegotiated every two years. If we are not able to negotiate these provisions favorably, strikes, boycotts or
other disruptions could occur, and these potential disruptions could have a material adverse effect on our financial condition and results of operations and on our ability to meet our payment obligations under our financing arrangements.

Continuing world tensions, including as the result of wars, other armed conflicts and terrorist attacks could have a material adverse effect on our
business.

Continuing world tensions, including those relating to the Middle East, Iran and North Korea, as well as
terrorist attacks in various locations and related unrest, have increased worldwide political and economic instability and depressed economic activity in the United States and globally, including the Mexican economy. The continuation or escalation
of existing armed hostilities or the outbreak of additional hostilities as a consequence of further acts of terrorism or otherwise could cause a further downturn and/or significant disruption to the economies of the United States, Mexico and other
countries. The continued threat of terrorism within the United States and abroad and the potential for military action and heightened security measures in response to such threat may cause significant disruption to commerce throughout the world,
including restrictions on cross-border transport and trade. Furthermore, the Mexican governments efforts to combat illegal drug cartels have caused public safety issues that may hinder Mexicos economic growth and could prompt
restrictions on cross-border transport and trade.

Our customers may take actions that may reduce our revenues.

If our customers believe that our financial condition will result in a lower quality of service, they may discontinue use of our
services. Additionally, some customers may demand lower prices. While we have contracts with some of our customers that prevent them from terminating our services or which impose penalties on customers who terminate our services, it may be
impractical or uneconomical to enforce these agreements in Mexican courts. If any of these events occurs, our revenues will be reduced.

Our financial statements may not give you the same information as financial statements prepared under United States accounting rules.

Our financial statements are prepared in accordance with IFRS. IFRS differs in certain significant respects from U.S.
GAAP including, among others, the classification of minority interest and employees profit sharing, the



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accounting treatment for capitalized interest, consolidation of subsidiaries, and acquisition of shares of subsidiaries from minority stockholders and the computation of deferred taxes. For this
and other reasons, the presentation of financial statements and reported earnings prepared in accordance with IFRS may differ materially from the presentation of financial statements and reported earnings prepared in accordance with U.S. GAAP.

Risks Relating to Mexico

Economic, political and social conditions may adversely affect our business.

Our financial performance may be significantly affected by general economic, political and social conditions in the markets where we operate. Most of our operations and assets are located in Mexico. As a
result, our financial condition, results of operations and business may be affected by the general condition of the Mexican economy, the valuation of the Peso as compared to the U.S. Dollar, Mexican inflation, interest rates, regulation,
taxation, social instability and political, social and economic developments in Mexico. Many countries in Latin America, including Mexico, have suffered significant economic, political and social crises in the past, and these events may occur again
in the future. Instability in the region has been caused by many different factors, including:



| |  |  | significant governmental influence over local economies;
| | - |  | --------------------------------------------------------



| |  |  | substantial fluctuations in economic growth;
| | - |  | --------------------------------------------



| |  |  | high levels of inflation;
| | - |  | -------------------------



| |  |  | changes in currency values;
| | - |  | ---------------------------



| |  |  | exchange controls or restrictions on expatriation of earnings;
| | - |  | --------------------------------------------------------------



| |  |  | high domestic interest rates;
| | - |  | -----------------------------



| |  |  | wage and price controls;
| | - |  | ------------------------



| |  |  | changes in governmental economic or tax policies;
| | - |  | -------------------------------------------------



| |  |  | imposition of trade barriers;
| | - |  | -----------------------------



| |  |  | unexpected changes in regulation;
| | - |  | ---------------------------------



| |  |  | uncertainty regarding the outcome of upcoming presidential and congressional elections; and
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | overall political, social and economic instability.
| | - |  | ---------------------------------------------------

Mexico is an emerging market economy, with attendant risks to our results of operations and financial condition.

Mexico has historically experienced uneven periods of economic growth. Mexicos gross domestic product
(GDP) increased 3.3%, 1.3%, 5.5% and 3.9% in 2007, 2008, 2010 and 2011, respectively and decreased by 6.5% in 2009. GDP growth was slightly lower than the Banco de Mexico Consensus Board(1)estimated for 2011; however, the Banco de Mexico Consensus Board
estimates that GDP in Mexico is expected to grow by approximately 3.43% in 2012, while inflation is expected to be less than 3.78%. We cannot assure you that these estimates will prove to be accurate. The Mexican Government has exercised, and
continues to exercise, significant influence over the Mexican economy. Accordingly, Mexican governmental actions concerning the economy and state-owned enterprises could have a significant impact on Mexican private sector entities in general and on
us in particular, as well as on market conditions, prices and returns on Mexican securities, including our securities.





|(1) | The Banco de Mexico Consensus Board comprises 26 groups of private analysts and consultants specializing in the Mexican and international economies.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------



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Currency fluctuations or the devaluation and depreciation of the Peso could limit the ability of the
Company and others to convert Pesos into U.S. Dollars or other currencies which could adversely affect our business, financial condition and results of operations.

Severe devaluation or depreciation of the Peso may also result in governmental intervention or disruption of international foreign exchange markets. This may limit our ability to transfer or convert Pesos
into U.S. Dollars and other currencies for the purpose of making timely payments of interest and principal on our dollar denominated indebtedness and adversely affect our ability to obtain foreign currency and other imported goods. The Mexican
economy has suffered current account balance of payment deficits and shortages of foreign exchange reserves in the past. While the Mexican Government does not currently restrict, and for more than ten years has not restricted, the right or ability
of Mexican or foreign persons or entities to convert Pesos into U.S. Dollars or to transfer other currencies outside of Mexico, the Mexican Government could institute restrictive exchange control policies in the future. To the extent that the
Mexican Government institutes restrictive exchange control policies in the future, our ability to transfer or convert Pesos into U.S. Dollars for the purpose of making timely payments of interest and principal on indebtedness would be adversely
affected. Devaluation or depreciation of the Peso against the U.S. Dollar may also adversely affect U.S. Dollar prices for our debt securities.

Pursuant to the provisions of NAFTA, if Mexico experiences serious balance of payment difficulties or the threat thereof in the future, Mexico would have the right to impose foreign exchange controls on
investments made in Mexico, including those made by U.S. and Canadian investors. Any restrictive exchange control policy could adversely affect our ability to obtain U.S. Dollars or to convert Pesos into U.S. Dollars for purposes of making interest
and principal payments to our creditors to the extent that we may have to make those conversions. This could have a material adverse effect on our business and financial condition.

High interest rates in Mexico could increase our financing costs.

Mexico historically has had, and may continue to have, high real and nominal interest rates. The interest rates on 28-day Mexican
government treasury securities averaged 7.43%, 7.69%, 5.43%, 4.40% and 4.24% in 2007, 2008, 2009, 2010 and 2011 respectively, and for the three-month period ended March 31, 2012, they averaged 4.78%.

A total of $684.3 million (Ps. 9.5443 billion) of our debt represented by our Trust Certificates Program was incurred in Mexican Pesos at
the Mexican interbank rate, TIIE, plus 2.45%. The Company has hedged the interest rate risk of this variable rate debt at a maximum rate of 10.8% for the next two years. As of December 31, 2011, the 28-day TIIE rate was 4.79%, as of
March 31, 2012, the rate was 4.77%, and as of April 23, 2012, the rate was 4.73%.

Developments in other emerging market
countries or in the United States may affect us and the prices of our securities.

The market value of securities of
Mexican companies, the economic and political situation in Mexico and our financial condition and results of operations are, to varying degrees, affected by economic and market conditions in other emerging market countries and in the United States.
Although economic conditions in other emerging market countries and in the United States may differ significantly from economic conditions in Mexico, investors reactions to developments in any of these other countries may have an adverse
effect on the market value or trading price of securities of Mexican issuers, including our securities, or on our business.

Our operations, including demand for our products or services and the price of our floating rate debt, have also historically been
adversely affected by increases in interest rates in the United States and elsewhere. Particularly, U.S. interest rates reached high levels during 2007. Although the Federal Reserve Bank implemented measured decreases in 2008, and
interest rates have remained low following the global economic crisis, as interest rates rise, the interest payments on our floating rate debt and the cost of refinancing our financing arrangements at maturity will rise as well.



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Mexico may experience high levels of inflation in the future, which could adversely affect our
results of operations.

Mexico has a history of high levels of inflation, and may experience high inflation in the
future. During most of the 1980s and during the mid- and late 1990s, Mexico experienced periods of high levels of inflation. The annual inflation rates for the last five years, as measured by changes in the National Consumer Price Index, as provided
by Banco de México, were:



|                                   |  |  |      |  
|---------------------------------- |  |  | ---- | -
|2007                               |  |  | 3.76 | %
|2008                               |  |  | 6.53 | %
|2009                               |  |  | 3.57 | %
|2010                               |  |  | 4.40 | %
|2011                               |  |  | 3.82 | %
|2012 (three months ended March 31) |  |  | 0.97 | %

Mexicos current level of inflation has been reported at higher levels than the annual inflation
rate of the United States and Canada. The United States and Canada are Mexicos main trading partners. We cannot give any assurance that the Mexican inflation rate will decrease, increase or maintain its current level for any significant period
of time. A substantial increase in the Mexican inflation rate as currently in effect would have the effect of increasing some of our costs, which could adversely affect our financial condition and results of operations, as well as our ability to
service our debt obligations. High levels of inflation may also affect the balance of trade between Mexico and the United States, and other countries, which could adversely affect our results of operations.

Political events and declines in the level of oil production in Mexico could affect the Mexican economy and our business, financial condition and
results of operations.

Mexican political events may significantly affect our operations. Multi-party rule is still
relatively new in Mexico and could result in political or economic conditions that could have a negative impact on the Mexican economy that would materially and adversely affect our operations. Mexicos 2012 federal elections for a new
President and Congress may result in significant changes in laws, public policy and/or regulations that could affect Mexicos political and economic situation, which could adversely affect our business. We cannot provide any assurances that
political developments in Mexico, over which we have no control, will not have an adverse effect on our business, financial condition or results from operations.

Although as of March 2012 Mexicos daily oil production statistics indicate there has been no change compared to 2011, production has fallen by more than 500,000 barrels per day compared to 2007
levels and could continue falling in the coming years. Currently, 40% of the total amount of gasoline used for Mexicos domestic consumption is imported. Specialists have concluded that if investments are not made to further PEMEXs
technological capabilities, its oil production could decline considerably, which could weaken the financial position of the Mexican Government.

Finally, the Mexican economy in the past has suffered balance of payment deficits and shortages in foreign exchange reserves, and we cannot assure you that these deficits and shortages will not occur in
the future.

Mexican antitrust laws may limit our ability to expand through acquisitions or joint ventures.

Mexicos federal antitrust laws and regulations may affect some of our activities, including our ability to introduce new products
and services, enter into new or complementary businesses or joint ventures and complete acquisitions. In addition, the federal antitrust laws and regulations may adversely affect our ability to determine the rates we charge for our services and
products. Approval of the Comisión Federal de Competencia, or Mexican Antitrust Commission, is required for us to acquire and sell significant businesses or enter into significant joint ventures and we cannot assure you that we would
be able to obtain such approval.



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Investors may not be able to enforce judgments against the Company.

Investors may be unable to enforce judgments against us. We are a stock corporation, organized under the laws of Mexico. Substantially
all our directors and officers reside in Mexico, and all or a significant portion of the assets of those persons may be located outside the United States. It may not be possible for investors to effect service of process within the United States
upon those persons or to enforce judgments against them or against us in U.S. courts, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws. Additionally, it may not be possible to enforce, in
original actions in Mexican courts, liabilities predicated solely on the U.S. federal securities laws and it may not be possible to enforce, in Mexican courts, judgments of U.S. courts obtained in actions predicated upon the civil liability
provisions of the U.S. securities laws.

Risks Relating to Ownership of our Equity

The protection afforded to minority shareholders in Mexico is different from that afforded to minority shareholders in the United States.

Under Mexican law, the protections afforded to minority shareholders are different from, and may be less than, those
afforded to minority shareholders in the United States. Under Mexican law, there is no procedure for class actions as such actions are conducted in the United States and there are different procedural requirements for bringing shareholder lawsuits
against companies. Therefore, it may be more difficult for minority shareholders to enforce their rights against us, our directors or our controlling shareholders than it would be for minority shareholders of a U.S. company.

Holders of ADSs may not be entitled to participate in any future preemptive rights offering, which may result in a dilution of such holders equity
interest in our company.

Under Mexican law, if we issue new shares for cash as a part of a capital increase, we
generally must grant our stockholders the right to purchase a sufficient number of shares to maintain their existing ownership percentage in our company. Rights to purchase shares in these circumstances are commonly referred to as preemptive rights.
We may not be legally permitted to allow holders of ADSs in the United States to exercise preemptive rights in any future capital increase unless (1) we file a registration statement with the SEC with respect to that future issuance of shares
or (2) the offering qualifies for an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended. At the time of any future capital increase, we will evaluate the costs and potential liabilities associated with
filing a registration statement with the SEC, as well as the benefits of preemptive rights to holders of ADSs in the United States and any other factors that we consider important in determining whether to file a registration statement.

If we do not file a registration statement with the SEC to allow holders of ADSs in the United States to participate in a preemptive
rights offering or if there is not an exemption from the registration requirements of the U.S. Securities Act of 1933 available, the equity interests of holders of ADSs would be diluted to the extent that ADS holders cannot participate in a
preemptive rights offering.

The Company is controlled by the Serrano Segovia family.

The Serrano Segovia family controls the Company through José Serrano Segovias direct and indirect ownership of our Shares,
and members of the Serrano Segovia family serve as members of our Board of Directors. Holders of our ADSs may not vote at our shareholders meetings. Each of our ADSs represents five CPOs. Holders of CPOs are not entitled to exercise any voting
rights with respect to the Shares held in the CPO Trust. Such voting rights are exercisable only by the trustee, which is required by the terms of the trust agreement to vote such Shares in the same manner as the majority of the Shares that are not
held in the CPO Trust that are voted at any shareholders meeting. Currently the Serrano Segovia family owns a majority of the Shares that are not held in the CPO Trust. As a result, the Serrano Segovia family will be able to direct and control
the policies of the Company and its subsidiaries, including mergers, sales of assets and similar transactions. See Item 7. Major Shareholders and Related Party Transactions  Major Shareholders.



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A change in control may adversely affect us.

A portion of the Shares and ADSs of the Company held by the Serrano Segovia family is currently pledged to secure indebtedness of the
Serrano Segovia family and entities controlled by them and may from time to time in the future be pledged to secure obligations of other of their affiliates. A foreclosure upon any such Shares held by the Serrano Segovia family could result in a
change of control under the various debt instruments of the Company and its subsidiaries. Such debt instruments provide that certain change of control events with respect to us will constitute a default and that the relevant lenders may require us
to prepay our debt obligations including accrued and unpaid interest, if any, to the date of such repayment. If such a default occurs, we cannot assure you that we will have enough funds to repay our debt.

If we cannot meet the New York Stock Exchange (NYSE) continued listing requirements, the NYSE may delist our ADSs.

Our ADSs are currently listed on the NYSE. The NYSE continued listing standards require us to maintain an average global market
capitalization of not less than $50 million over a consecutive 30 trading-day period and total stockholders equity of not less than $50 million. In addition, the NYSE requires us to maintain an average closing price of our ADSs of $1.00 or
higher over 30 consecutive trading days.

On October 17, 2008, we received notice from the NYSE that the price of our
ADSs was below listing requirements. As of such date, we had six months in which to reestablish compliance and remain listed on the NYSE. On February 26, 2009, the NYSE suspended until June 30, 2009, later extending the date to
July 31, 2009, the NYSE minimum price requirement. In order to comply with this NYSE listing standard, on August 24, 2009 we changed our ADS ratio from one ADS for every one CPO to one ADS for every five CPOs. For our ADS holders, the
ratio change had the same effect as a one-for-five reverse stock split and thereby increased the listing price of our ADSs. As of the close of business on April 23, 2012, the closing price of our ADSs was $2.15.

As of June 30, 2011, the value of our stockholders equity had reduced to $51.4 million ($41.7 million before minority
interest). In August 2011, we engaged in discussions with the NYSE and explained to the NYSE that the reduction in our stockholders equity was primarily attributable to an appreciation of the Mexican peso against the U.S. dollar, as
approximately 90% of our total debt is denominated in Mexican pesos and an appreciation of the Mexican peso against the U.S. dollar negatively impacts our net income, which in turn reduces the value of our stockholders equity. Following our
discussions with the NYSE, the Mexican peso appreciated against the U.S. dollar, and the value of our total stockholders equity rose to $108.4 million ($104.5 million before minority interest) as of December 31, 2011, which brought us
into compliance with the NYSE continued listing standards.

We cannot assure you that our listing on the NYSE will continue. A
delisting of our ADSs could negatively impact us by, among other things, reducing the liquidity and market price of our ADSs; reducing the number of investors willing to hold or acquire our ADSs, which could negatively impact our ability to raise
equity financing; decreasing the amount of news and analyst coverage for the Company; and limiting our ability to issue additional securities or obtain additional financing in the future.



|ITEM 4. | INFORMATION ON THE COMPANY
|------- | --------------------------

History
and Development of the Company

We were formed on August 14, 1987, under the laws of Mexico as a variable capital
corporation (sociedad anonima de capital variable)to serve as a holding company for investments by certain members of the Serrano Segovia family.

TMM merged with and into Grupo TMM (formerly Grupo Servia, S.A. de C.V. (Grupo Servia)), which was effected on December 26, 2001, leaving Grupo TMM as the surviving entity. Under the
terms of the merger, all of the assets, privileges and rights and all of the liabilities of TMM were transferred to Grupo TMM upon the effectiveness of the merger. TMM was founded on September 18, 1958 by a group of private investors, including
the Serrano Segovia family.



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In December 2001, the boards of directors of TMM and Grupo TMM unanimously approved a
corporate reorganization and merger in which TMM was merged with and into Grupo TMM. After the merger, each shareholder of TMM continued to own the same relative economic interest in Grupo TMM as the shareholder owned in TMM prior to the merger. In
preparation for the merger, the shareholders of Grupo TMM approved the division (escisión)of Grupo TMM into two companies, Grupo TMM and a newly formed corporation, Promotora Servia, S.A. de C.V. (Promotora Servia). Under
the terms of the escisión, Grupo TMM transferred all of its assets, rights and privileges (other than its interest in TMM) and all of its liabilities to Promotora Servia. The transfer of assets to Promotora Servia was made without
recourse and without representation or warranty of any kind, and all of Grupo TMMs creditors expressly and irrevocably consented to the transfer of the liabilities to Promotora Servia.

On September 13, 2002, we completed a reclassification of our Series L Shares of stock as Series A Shares. The reclassification
combined our two classes of stock into a single class by converting each share of our Series L Shares into one share of our Series A Shares. The reclassification also eliminated the variable portion of our capital stock and we became a fixed capital
corporation (sociedad anonima). Following the reclassification, we had 56,963,137 Shares outstanding. As a result of the elimination of the variable portion of our capital stock, our registered name changed from Grupo TMM, S.A. de C.V. to
Grupo TMM, S.A.

As a result of the securities law in Mexico promulgated in June 2006, publicly traded companies in Mexico
were transformed by operation of law into Sociedades Anónimas Bursátiles(Public Issuing Corporation) and were required to amend their by laws to conform them to the provisions of the new law. Accordingly, on December 20,
2006 the Company added the term Bursátil to its registered name to comply with the requirements under Mexicos new securities law, or Ley del Mercado de Valores. As a result, the Company is known as Grupo TMM,
Sociedad Anónima Bursátil, or Grupo TMM, S.A.B. In addition, the Series A Shares of the Company were renamed as nominative common shares without par value (Shares). The rights afforded by the new Shares are identical
to the rights afforded by the former Series A Shares.

Today, we are a fixed capital corporation listed on the Mexican Stock
Exchange (Bolsa Mexicana de Valores)incorporated under the Ley General de Sociedades Mercantilesfor a term of 99 years. We are headquartered at Avenida de la Cúspide, No. 4755, Colonia Parques del Pedregal, 14010
México City, D.F., México, and our telephone number is +52-55-5629-8866. Our agent for service of process in the United States is CT Corporation, located at 111 Eighth Avenue, New York, New York 10011 and its telephone number is
(212) 894-8700. Grupo TMMs Internet website address is www.grupotmm.com. The information on Grupo TMMs website is not incorporated into this Annual Report.

Business Overview

General

We believe we are one of the largest integrated logistics and transportation companies in Mexico, providing a dynamic combination of ocean
and land transportation services, including maritime, ports and terminals management, trucking and logistics services, to premium clients throughout Mexico.

Maritime Operations.Our Maritime Operations division provides maritime transportation services, including offshore vessels that provide transportation and other services to the Mexican offshore
oil industry, tankers that transport petroleum products within Mexican waters, parcel tankers that transport liquid chemical and vegetable oil cargos from and to the United States and Mexico, and tugboats that provide towing services at the port of
Manzanillo, Mexico. We provide these services through our fleet of 41 vessels, which includes product and chemical tankers, harbor tugs and a variety of offshore supply vessels.

In addition, in January 2012 we acquired Inmobiliaria Dos Naciones (IDN), an experienced shipyard with integrated services
based in the port of Tampico, Mexico. IDN is situated in close proximity to offshore oil and gas facilities and other key commercial routes between the Southeastern United States and Mexico. Currently, IDN provides ship repair services and has two
floating drydocks with a capacity of 3,000 metric tons. We expect that in the future IDN will service more than 30 vessels per year and will also provide us with the necessary capability to build additional vessels.



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Ports and Terminals Operations.We presently operate three Mexican port facilities,
Tuxpan, Tampico and Acapulco, under concessions granted by the Mexican Government, which provide for certain renewal rights. This business unit also provides port agent services to vessel owners and operators in the main Mexican ports.

Logistics Operations.We provide dedicated trucking services to major manufacturers, including automobile plants, and retailers
with facilities and operations throughout Mexico. We offer full-service logistical facilities in major industrial cities and railroad hubs throughout Mexico, including Aguascalientes, Toluca, Puebla, Veracruz, Nuevo Laredo, Cuernavaca, Mexico City,
Monterrey, Manzanillo, Ensenada, and Altamira. The services we provide include consulting, analytical and logistics outsourcing, which encompass the management of inbound movement of parts to manufacturing plants consistent with just-in-time
inventory planning practices; logistics network (order-cycle) analysis; logistics information process design; trucking, intermodal transport and auto haulage services; warehousing and bonded warehousing facility management; supply chain and
logistics management; product handling and repackaging; local pre-assembly; maintenance and repair of containers in principal Mexican ports and cities and inbound and outbound distribution using truck transport.

Set forth below are our total revenues over the last three fiscal years for each of our business segments:



|                               |  |                                                                             |       |  |      |   |       |      |  |   |       | 
|------------------------------ |  | --------------------------------------------------------------------------- | ----- |  | ---- | - | ----- | ---- |  | - | ----- | 
|                               |  | Consolidated Transportation Revenues($ in millions)Years Ended December 31, |      
|                               |  | 2011                                                                        |       |  | 2010 |   |       | 2009 | 
|Maritime Operations            |  | $                                                                           | 171.7 |  |      | $ | 200.6 |      |  | $ | 199.6 | 
|Ports and Terminals Operations |  |                                                                             | 10.0  |  |      |   | 10.3  |      |  |   | 6.6   | 
|Logistics Operations           |  |                                                                             | 83.8  |  |      |   | 89.6  |      |  |   | 95.4  | 
|Intercompany Revenues*         |  |                                                                             | 3.7   |  |      |   | 4.9   |      |  |   | 6.8   | 
|                               |  |                                                                             |       |  |      |   |       |      |  |   |       | 
|Total                          |  | $                                                                           | 269.2 |  |      | $ | 305.4 |      |  | $ | 308.4 | 
|                               |  |                                                                             |       |  |      |   |       |      |  |   |       | 



|* | Represents the elimination of intercompany transactions between segments.
|- | -------------------------------------------------------------------------

All of these revenues are earned in Mexico except for a portion of revenues from our chemical tankers and product tankers.

Recent Developments

NYSE Continued Listing Standards

On October 17, 2008, we received an official notice from the NYSE informing us that we were not in compliance
with the NYSE continued listing standard that requires us to maintain an average closing price of our ADSs of $1.00 or higher over 30 consecutive trading days. As of such date, we had six months in which to reestablish compliance and remain listed
on the NYSE. On February 26, 2009, the NYSE suspended until June 30, 2009, later extending the date to July 31, 2009, the NYSE minimum price requirement. In order to comply with this NYSE listing standard, on August 24, 2009 we
changed our ADS ratio from one ADS for every one CPO to one ADS for every five CPOs. For our ADS holders, the ratio change had the same effect as a one-for-five reverse stock split and thereby increased the listing price of our ADSs. As of the close
of business on April 23, 2012, the closing price of our ADSs was $2.15.

In addition to the minimum price continued
listing standard described above, the NYSE continued listing standards require us to maintain an average global market capitalization of not less than $50 million over a consecutive 30 trading-day period and total stockholders equity of not
less than $50 million. As of June 30, 2011, the value of our stockholders equity had reduced to $51.4 million ($41.7 million before minority interest). In August 2011, we engaged in discussions with the NYSE and explained to the NYSE that
the reduction in our stockholders equity was primarily attributable to an appreciation of the Mexican peso against the U.S. dollar, as approximately 90% of our total debt is denominated in Mexican pesos and an appreciation of the Mexican peso
against the U.S. dollar negatively impacts our net income, which in turn reduces the value of our stockholders equity. Following our discussions with the NYSE, the Mexican peso appreciated against the U.S. dollar, and the value of our total
stockholders equity rose to $108.4 million ($104.5 million before minority interest) as of December 31, 2011, which brought us into compliance with the NYSE continued listing standards.



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See Item 9. The Offer and Listing  The NYSE Continued Listing Standards;
Reverse Split of ADSs.

We cannot assure you that our listing on the NYSE will continue. See Item 3. Key
Information  Risk Factors  Risks Relating to Ownership of our Equity.

Purchase of a Shipyard in
Tampico

On January 30, 2012, we purchased IDN, a company that holds a concession to operate a shipyard in the
port of Tampico, Mexico. The total purchase price for the acquisition, including various assets, was $5.4 million. The shipyard is strategically positioned in the Gulf of Mexico, in close proximity to offshore oil and gas facilities and other key
commercial routes between the Southeastern United States and Mexico. The shipyard provides ship repair services and is currently working at full capacity. We expect that the shipyard will also enable us to provide service to more than 30 vessels per
year, of which we expect approximately 37% will be from our own fleet, which should result in reduced costs due to increased efficiency in maintaining, repairing and positioning our vessels. In addition, we expect to develop the necessary
capabilities to build vessels at the shipyard. This will allow us to compete to build vessels for PEMEX, which recently expressed its intention to add 32 offshore vessels to its fleet, of which 21 are required to be Mexican-built vessels.

Arbitration Claims Between Pacific Richfield Marine Pte. Ltd. (PRM) and Grupo TMM

Grupo TMM was recently a claimant in two arbitrations with PRM, a Singapore company. The arbitrations were conducted under the Singapore
International Arbitration Centre Rules and related to alleged breaches by PRM of two Memoranda of Agreements (MOAs) for the sale of two vessels. Grupo TMM sought recovery of the deposits it had paid for the two vessels in the sum of
$5.15 million and damages for breaches of the MOAs. PRM alleged that Grupo TMM was in breach of the MOAs and sought a declaration that it was entitled to retain the deposits and receive damages for breach of the MOAs. On November 28, 2011, the
arbitral tribunal resolved the claims in favor of PRM and ordered Grupo TMM to instruct Platou, the broker holding the deposits, to release the same to PRM.

On January 16, 2012, Grupo TMM filed suit in Mexico challenging the validity of the award under the New York Convention for the Recognition and Enforcement of Foreign Arbitral Awards. After allowing
the suit to proceed, the judge issued an order directing Platou not to release the deposit until PRM appears before the court in Mexico and requests enforcement of the arbitral award. In addition, on February 28, 2012, Grupo TMM filed a
petition to set aside the award in Singapore on the grounds that the arbitrator failed to properly consider all the arguments and documents presented. As of December 31, 2011, the Company had reserved the amount of the deposit and also created
an additional allowance of $1.5 million for potential legal fees associated with this case. Both items are reported in other expenses  net for the year ended December 31, 2011.

Restructuring and Termination of Receivables Securitization Facility; Associated Capital Increase

In December of 2009, Grupo TMM restructured its securitization facility with Deutsche Bank AG (the Securitization Facility).
The Facility was created in 2006 by Grupo TMM and several of its subsidiaries. Under the Facility, a Trust (the Trust) had issued a series of trust certificates backed by receivables assigned to the Trust by certain of Grupo TMMs
subsidiaries.

As part of the restructuring of the Securitization Facility, a company affiliated with Grupo TMM, Vex Asesores
Corporativos, S.A.P.I. de C.V. (VEX), purchased certificates with a face value of approximately $86.5 million (the Purchased Certificates) from Deutsche Bank AG London.

As described below, pursuant to a separate agreement between VEX and Grupo TMM, all but $6 million of the Purchased Certificates were
subsequently cancelled and were exchanged for cash, equity in Grupo TMM, and other consideration. The transaction with VEX was approved by the Board of Directors of Grupo TMM on the basis of a prior approval by TMMs Auditing and Corporate
Governance Committee, which received an independent experts fairness opinion on the consideration and other terms and conditions of the transaction.



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Pursuant to a resolution adopted at the Extraordinary General Shareholders
Meeting held on December 15, 2009 and with the authorization of the Comisión Nacional Bancaria y de Valores, on January 6, 2010, VEX acquired 46,797,404 Shares for an aggregate subscription price of
$41,181,715.53, or $0.88 per Share (equivalent to $4.40 per ADS). The subscription price per Share was 10% higher than the ADS closing price on January 5, 2010. VEX paid the subscription price for the Shares as part of the consideration for its
sale to Grupo TMM of the Purchased Certificates. The remainder of the consideration VEX received for the Purchased Certificates consisted of $27,103,065.52 in cash, a five-year promissory note from Grupo TMM in the principal amount of
$12,250,000.00, and subordinated trust certificates issued under the Securitization Facility with a face amount of $6,000,000.00. On May 7, 2010, VEX distributed 18,437,440 of the 46,797,404 Shares it acquired to various investors who
participated in VEXs purchase of the Purchased Certificates from Deutsche Bank AG London.

As a result of the
above, the subscribed and paid capital increase totaled Ps. 532,174,837 and the number of outstanding Shares of Grupo TMM increased to 102,024,441 Shares. No shareholder exercised its preferential right to subscribe to the capital increase during
the designated period. The portion of the issued capital stock that was not subscribed was automatically cancelled pursuant to the resolution adopted at the Shareholders Meeting.

On May 13, 2011, the Company entered into an agreement with Deutsche Bank AG London pursuant to which the Company repurchased all of
the certificates held by Deutsche Bank AG London for a total of approximately $9.1 million (approximately Ps. 112.9 million), and all of the certificates were subsequently cancelled concurrently with the cancellation of subordinated trust
certificates held by VEX. The Company formally terminated the Securitization Facility effective June 30, 2011.

Mexican Peso-Denominated Trust Certificates Program

On April 30, 2007, at the shareholders meeting of the Company, our shareholders authorized the establishment of a program for
the issuance of trust certificates, which are securities secured solely by the trust assets and denominated in Mexican Pesos, for up to an amount of nine billion Pesos. The proceeds from the sale of these certificates were utilized by us to
refinance our existing bank financings of our vessel fleet and to acquire additional vessels as contemplated by our expansion program. A portion of the cash proceeds from the issuance of the trust certificates is required to be held by the trust as
restricted cash. The trust assets are comprised of the vessels contributed to the trust, the contracts related thereto and the restricted cash thereunder. Certificate holders only recourse under the Trust Certificates Program is to the trust
assets.

We closed our first, second, and third issuances of trust certificates under the program on July 19,
2007, April 30, 2008, and July 1, 2008 in an amount of 3 billion Pesos, 1.55 billion Pesos, and 4.39 billion Pesos, respectively. Our first issuance was used primarily to refinance existing vessel indebtedness. Our second issuance was
used to finance the acquisition of five new and used vessels, and the third issuance was used to finance the acquisition of new and used vessels.

We closed our fourth issuance of trust certificates under the program on July 29, 2010 in an amount of 10.5 billion Pesos. This issuance was used primarily to repay the previous three issuances,
thereby consolidating the debt under the program, and to refinance existing vessel indebtedness.

Purchase of Two
Tugboats

On February 12, 2007, we entered into an agreement for the purchase of two newbuilding tugboats with Med
Yilmaz Shipyard in Turkey for an aggregate purchase price of $14 million. In January 2008 we entered into a line of credit with Natixis to finance 85% of the total purchase price for the acquisition of these tugboats. On March 20, 2008, both
vessels commenced operations in our tugboat services division in the Port of Manzanillo, Mexico. The financing facility was prepaid in full in July 2010 with proceeds from our fourth issuance of trust certificates.

Vessels Purchased through our Trust Certificates Program

PSV Isla Monserrat. On October 27, 2007, we entered into an agreement for the purchase from DESS PSV Ltd of a Platform Supply
Vessel (PSV) Isla Monserrat (which was built in 2007 and has an average Brake Horse Power (BHP) of 5,400). This PSV was delivered to Grupo TMM in January 2008 and is currently operating in the Gulf of Mexico. The purchase of
this vessel was financed by the second tranche of our Trust Certificates Program.



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AHTS Isla Leon (formerly Sea Wolverine). On April 3, 2008, we
entered into an agreement for the purchase from DESS Ciprus Ltd of an Anchor Handling Tug Supply vessel (AHTS) Sea Wolverine (which was built in 2008 and has an average BHP of 6,500). This AHTS was delivered in June 2008. We added this
AHTS to our offshore fleet in the Gulf of Mexico. The purchase of this vessel was financed by the second tranche of our Trust Certificates Program.

Two AHTSs. On April 3, 2007, we entered into an agreement for the purchase from Rising Flag Worldwide Ltd of two new AHTSs (with a BHP of 6,800). The first AHTS (Isla Santa Cruz) was delivered
on August 15, 2008. We were forced to cancel the second AHTS due to a delay of the delivery by the shipyard. The Isla Santa Cruz was added to our offshore fleet in the Gulf of Mexico. The purchase of this vessel was financed by the second
tranche of our Trust Certificates Program.

Three Mini PSVs. Isla Blanca, Isla Ciari and Isla Janitzio. On
March 7, 2007, we entered into an agreement for the purchase from Adriatic Marine LLC of three mini PSVs. These mini PSVs were delivered in July 2008, November 2008 and January 2009, respectively. We added these vessels to our offshore
fleet in the Gulf of Mexico. The purchase of one of the vessels was financed by the second tranche of the Trust Certificates Program and the purchase of the other two vessels was financed through the third tranche of our Trust Certificates Program.

Two FSIV. Isla San Gabriel and Isla San Luis.On November 21, 2007, we entered into an agreement for the
construction by Horizon Shipbuilding of two Fast Support Intervention Vessels (FSIV). These FSIV were delivered in August and October 2009, respectively. We added these vessels to our offshore fleet in the Gulf of Mexico. The
acquisition of these vessels was financed through the third tranche of our Trust Certificates Program.

FPSO Vessel ECO
III.On July 21, 2008, we acquired a newly constructed 10,000 Dead Weight Tonnage (DWT) tanker vessel that was converted into a well test service vessel receiving an FPSO Floating Production Storage and Offloading
System class notation. This vessel is equipped with a Dynamic Positioning System (DP2) that allows the vessel to position itself near the oil well platforms and with the installed processing plant can receive, store and process fluids and
gases during the completion, testing, and repair of oil wells. Today this vessel is part of our offshore fleet in the Gulf of Mexico, having commenced operations in February 2010 under a long-term charter contract with a third-party operator. The
purchase of this vessel was financed by the third tranche of our Trust Certificates Program.

Mini PSV. Isla
San Ignacio. On February 19, 2009, we entered into an agreement for the purchase from Adriatic Marine LLC of one mini PSV. This vessel was added to our offshore fleet in the Gulf of Mexico in July 2009. The purchase of this vessel was
financed by the third tranche of our Trust Certificates Program.

Three Product Tankers. Tulum, Tula and Tajin.In 2008
we entered into an agreement for the acquisition of three product tankers that were delivered in July, September and October 2008, respectively. The purchase of these vessels were financed by the third tranche of our Trust Certificates Program.

SSA Claims

In July 2006 and February 2007, Grupo TMM received claim notices from SSA relating to certain contingencies affecting SSA (formerly TMM Puertos y Terminales, S.A. de C.V. or TMMPyT) in connection with the
Amended and Restated Master Agreement dated July 21, 2001.

On June 14, 2007, we were officially notified by the
International Chamber of Commerce (ICC) of arbitration proceedings with respect to one of the claims, which related to payments made by SSA to its employees under Mexicos compulsory profit sharing regulations. SSA also filed a tax
proceeding with the tax authorities in Mexico which related to the same payments made by SSA to its employees under Mexicos compulsory profit sharing regulations. We have not been notified of any proceedings with respect to the second claim.



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On March 6, 2009, the Arbitral Tribunal resolved the claim submitted to arbitration,
and ordered Grupo TMM to pay SSA Ps. 30,837,071, plus interest at a 6% annual rate from November 8, 2006.

In connection
with the order, on May 15, 2009, Grupo TMM and SSA agreed that if the tax proceeding were to result in a finding that the amount paid by SSA to its employees was inappropriate or not required, Grupo TMM would not be required to pay the
arbitration award to SSA. In addition, on May 15, 2009, Grupo TMM and SSA signed an agreement in which both companies agreed to negotiate the terms of a possible transaction to be carried out in Tuxpan, Veracruz as an alternate method of
satisfying the arbitration award. If an agreement between Grupo TMM and SSA could not reached by the end of 2010, and if SSA were to receive an unfavorable ruling in the tax proceeding, then Grupo TMM would pay SSA 50% of its distributions in API
Acapulco (the joint venture with SSA) until the arbitration award was paid in full.

In June 2010, SSA obtained a favorable
ruling in its tax proceeding. The ruling was confirmed on November 25, 2010, and on February 1, 2011 Grupo TMM and SSA entered into an agreement pursuant to which the arbitration proceeding was settled in exchange for a payment by the
Company to SSA in the amount of Ps. 2.4 million. This settlement agreement supersedes the agreements entered into in 2009.

Sale of Investment in Grupo Seglo

On April 20, 2010, Grupo TMM agreed to sell its stockholdings in the companies that comprised Grupo Seglo to its partner for $4.8 million (Ps 60 million) (See Note 1d to the accompanying Audited
Consolidated Financial Statements contained elsewhere herein).

The Mexican Market

Since TMMs formation in 1958, the growth and diversification of the Mexican economy have largely driven our growth. As a result of
NAFTA, which became effective on January 1, 1994, trade with and investment in the Mexican economy has significantly increased, resulting in greater traffic along the North-South cross-border trade routes, which comprise the NAFTA corridor. The
following table illustrates the growth of the foreign trade segment of the Mexican economy over the last three years:



|                    |  |                                            |         |   |      |   |         |      |  |   |         |   
|------------------- |  | ------------------------------------------ | ------- | - | ---- | - | ------- | ---- |  | - | ------- | --
|                    |  | Foreign Trade
2009-2011(a)                 |        
|                    |  | As of December 31,(in millions of
Dollars) |        
|                    |  | 2011                                       |         |   | 2010 |   |         | 2009 | 
|Total Exports       |  | $                                          | 349,676 |   |      | $ | 298,361 |      |  | $ | 229,708 |   
|Total Imports       |  | $                                          | 350,842 |   |      | $ | 301,482 |      |  | $ | 234,385 |   
|Total Trade Flows   |  | $                                          | 700,518 |   |      | $ | 599,843 |      |  | $ | 464,093 |   
|Growth RateExports |  |                                            | 17.2    | % |      |   | 29.8    | %    |  |   | (21.2   | %)
|Growth RateImports |  |                                            | 16.4    | % |      |   | 28.6    | %    |  |   | (24.0   | %)
|Growth RateTotal   |  |                                            | 16.8    | % |      |   | 29.2    | %    |  |   | (22.6   | %)
|Growth RateGDP(b)  |  |                                            | 3.9     | % |      |   | 5.5     | %    |  |   | (6.5    | %)



|(a) | The figures include the in-bound (maquiladora) industry.
|--- | --------------------------------------------------------

|(b) | The methodology for calculating Growth Rate-GDP was modified by the Instituto Nacional de Estadistica, Geografia e Informatica(INEGI) and is based on 1993
prices.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

Source: Banco de México(BANXICO).

Business Strategy

We
continue to focus on implementing our five-year growth plan, which includes the following projects:

Expansion of our
Maritime Operations

Maritime Operations have developed into our most profitable business in recent years, becoming
more efficient with the same level of income. Accordingly, we continue to focus on expanding our Maritime Operations by: (i)



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increasing cabotage services with medium and long-term contracts through the seniority granted to Mexican ship-owners under the Mexican Navigation Law (Mexican flagged vessels have a preference
to perform cabotage in Mexican waters), (ii) satisfying demand for exploration and distribution services, which we believe are increasing within Mexico and (iii) meeting market requirements of new generation vessels with higher-rated and
deeper-water capabilities. Considering the urgent need of PEMEX to increase its oil and gas reserves, we expect an increasing demand for exploration and distribution services within Mexico, which we will try to service through medium and long-term
contracts and meeting market requirements of new generation vessels with higher-rated and deeper-water capabilities.

During
2007, and as part of our business plan, we (i) entered into an agreement for the purchase of two newbuilding tugboats that were delivered in January 2008, (ii) entered into an agreement for the purchase of the PSV Isla Monserrat that was
delivered in January 2008, (iii) entered into an agreement for the purchase of the AHTS Isla Leon (formerly Sea Wolverine) that was delivered in June 2008, (iv) entered into an agreement for the purchase of two AHTSs, one of which was
delivered in August 2008 and the second of which was cancelled due to a delay of the delivery by the shipyard, (v) entered into an agreement for the construction of two FSIV that were delivered in August and October 2009, respectively and
(vi) exercised purchase options for the chemical tankers M/T Maya and M/T Olmeca.

During 2008 we
(i) entered into an agreement for the purchase of a small tanker with the intention of converting it into a Well Testing Vessel which was delivered on July 21, 2008, and (ii) entered into an agreement for the acquisition of the Tulum,
the Tula and the Tajin, three product tankers that were delivered in July, September and October 2008, respectively.

During
2009 we (i) entered into an agreement for the purchase of a mini-supply vessel which was delivered in July 2009 and (ii) were awarded a third bareboat charter contract for a product tanker with PEMEX for a five-year period. We did not
enter into any new vessel purchase agreements during 2010 or 2011.

In January 2012, we acquired a shipyard in the port of
Tampico, Mexico. The shipyard provides ship repair services and will enable us to provide drydock service to more than 30 vessels per year, of which approximately 37% will be from our own fleet, which should reduce our vessel maintenance and repair
costs. We expect the shipyard to generate an annual EBITDA of approximately $2.1 million and a margin of 32% during its first year of operation. In the long term, we expect to have the capacity to be able to build vessels at the shipyard, enabling
us to compete to satisfy PEMEXs expected demand for new offshore vessels.

Development of Container Terminal and
Liquids Terminal at the Port of Tuxpan

We continue to work closely with select, interested parties on the financial
implementation of our plan to develop a container terminal and a liquids terminal at the port of Tuxpan, Veracruz, where we own over 2,000 acres of land. We expect the container terminal will help us meet the increasing demand in the Gulf of Mexico
resulting from the growth of the Mexican market. The liquids terminal should help us manage current gasoline and diesel imports as well as increased imports which are expected to result from the construction of a pipeline and a berthing position.
These developments should improve the current system, which utilizes buoys for the discharge of the gasoline, by reducing the amount of time needed to discharge a vessel and decreasing the number of operating days lost due to weather conditions.

Reducing Corporate Overhead and Other Operating Costs

Over the last few years, we have significantly reduced our operating costs. We have developed TMM Plus, an Internet-based information
systems platform that integrates logistics services, thereby increasing the efficiency of our logistics operations. TMM Plus supports dedicated logistics contracts and yard management and allows our customers to access information regarding the
location and status of their cargo via touch-tone telephone or computer. In addition, we have reduced and will continue to reduce, the number of companies within our organizational structure in an effort to streamline operations, reduce operating
costs and focus managements attention on our most profitable businesses. We believe our level of corporate overhead was in line with our business during 2011.



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Sources of Financing

We expect to finance the expansion plans mentioned above mainly through secured credit arrangements and other asset-backed financings,
similar to what the Company has been doing through its Trust Certificates Program.

Debt Refinancing

The refinancing of our current debt is a priority in order to extend the maturity of such debt and achieve lower debt service requirements
and interest costs. Accordingly, we are evaluating several alternatives to refinance debt that was not refinanced through our Trust Certificates Program. In addition, our goal is to improve our operational flexibility by refinancing the debt with
debt that does not contain as many restrictive covenants as are contained in our current debt agreements. During 2011, the Company continued to pay its obligations under its current debt agreements. In addition, the Company prepaid the
Securitization Facility, restructured and partially prepaid debt related to parcel tankers with Deutsche Bank and prepaid principal under the Trust Certificates Program. The depreciation of the peso also had the effect of reducting the amount of the
total debt expressed in U.S. dollars.

Certain Competitive Advantages

We believe that we benefit from the following competitive advantages:



| |  |  | no other company offers a similar breadth and depth of services as a third-party logistics provider in Mexico;
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | the ability to contract for the transportation of large amounts of cargo by sea, as well as transport by truck, enables us to provide value-added
door-to-door service to our customers. The value of our transportation service is further enhanced by our ability to provide warehousing services for some types of cargo. This ability to provide integrated services gives us a competitive
advantage over companies that provide only maritime transportation to, or overland transportation within, Mexico; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we are a Mexican-owned and Mexican-operated company, a distinction that allows us marketing and operational advantages and, in certain cases,
preferential treatment in certain niche markets within Mexico. Mexican law provides that cabotage (intra-Mexican movement between ports) is reserved for ships flying the Mexican flag.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Maritime Operations

Our
Maritime Operations include: (a) supply and logistics services to the oil offshore industry at offshore facilities in the Gulf of Mexico and between ports, moving crews and/or cargo to and from oil platforms; (b) product tankers for the
transportation in cabotage of petroleum products, such as the distribution of gasoline to a variety of Mexican ports where the gasoline is further distributed inland; (c) parcel tankers, also known as chemical tankers, for the transportation of
liquid chemical cargoes between ports in Mexico and the United States; (d) tugboats that provide harbor towing services in and out of the port of Manzanillo; and (e) shipyard services, including ship repair and dry docking services.
Mexican law provides that cabotage (intra-Mexican movement between ports) is reserved for ships flying the Mexican flag, which we believe provides us with a competitive advantage in this market. This segment accounted for 64% of consolidated
revenues for the year 2011, 66% for the year 2010, and 65% for the year 2009.

Fleet Management

As of March 31, 2012, we operated a fleet comprised of product tankers and parcel tankers, as well as a fleet of offshore vessels and
tugboats. Of a total of 41 vessels, 39 are owned tonnage (five product tankers, 27 offshore vessels, two parcel tankers and five tugboats) and two are chartered units (two tugboats).



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The table below sets forth information as of March 31, 2012, about our fleet of owned
and chartered vessels by type, size and capacities:



|                 |  |                  |    |  |                                     |  |       |                                         |  |  |        |  |  |  |       | 
|---------------- |  | ---------------- | -- |  | ----------------------------------- |  | ----- | --------------------------------------- |  |  | ------ |  |  |  | ----- | 
|Vessel Type      |  | Number ofVessels |    |  | Total DeadWeight Tons(in thousands) |  |       | Total CubicMeter Capacity(in thousands) |  |  | BHP(*) | 
|Offshore vessels |  |                  | 27 |  |                                     |  | 35.3  |                                         |  |  | **     |  |  |  | 5,161 | 
|Product tankers  |  |                  | 5  |  |                                     |  | 231.3 |                                         |  |  | 253.1  |  |  |  | **    | 
|Parcel tankers   |  |                  | 2  |  |                                     |  | 27.9  |                                         |  |  | 30.9   |  |  |  | **    | 
|Tug boats        |  |                  | 7  |  |                                     |  | 3.1   |                                         |  |  | **     |  |  |  | 4,692 | 
|                 |  |                  |    |  |                                     |  |       |                                         |  |  |        |  |  |  |       | 
|Total            |  |                  | 41 |  |                                     |  | 297.6 |                                         |  |  | 284.0  |  |  |  |       | 
|                 |  |                  |    |  |                                     |  |       |                                         |  |  |        |  |  |  |       | 



|* | Average Brake Horse Power.
|- | --------------------------

|** | Not applicable.
|-- | ---------------

Offshore
Vessels

We have been participating in this business for 20 years. Our offshore division provides supply and logistics
services to the offshore industry between the ports and the offshore facilities in the Gulf of Mexico through a specialized fleet that includes fast and conventional crew vessels, supply vessels, anchor handling tug supply vessels, floating
production, storage and offloading (FPSO) vessels and Dynamic Positioning (DP) vessels. Other services include supply and administration of onboard personnel, coordination and supervision of the maritime transport of staff,
materials and equipment from the base on shore to operational points of the vessels within the oil-drilling zone of the Gulf of Mexico, and coordination and supervision of catering and accommodation matters onboard the vessels. As of March 2012,
TMMs offshore fleet represented 6.5% of Mexicos offshore fleet. As of March 31, 2012, 22 TMM vessels were directly hired by PEMEX, and five additional vessels were hired by private operators engaged in the construction and
maintenance sectors for PEMEX or working in the spot market.

Product Tankers

Since 1992, we have provided product tanker chartering services to PEMEX for the transportation of clean and dirty petroleum products,
from refineries to various Mexican ports. Our fleet is comprised of five product tankers, which include one long-term contract entered into during August 2009 and four short-term contracts with PEMEX.

Set forth below is information regarding our product tanker fleet as of March 31, 2012:



|                                  |  |      |      |  |      |                 |      |  |    |        |  |  |               |  |  |         |     |  |           |  |    |  |  |      
|--------------------------------- |  | ---- | ---- |  | ---- | --------------- | ---- |  | -- | ------ |  |  | ------------- |  |  | ------- | --- |  | --------- |  | -- |  |  | -----
|Vessel                            |  | Year |      |  | Flag |                 | Hull |  |    | DWT(1) |  |  | LOA(3) (m)(4) |  |  | Beam(m) |     |  | Charterer
|Veracruz (formerly Amatlan II)    |  |      | 2002 |  |      | Mexico          |      |  | DH | (2)    |  |  | 45,467        |  |  |         | 189 |  |           |  | 32 |  |  | Pemex
|Palenque II (formerly Choapas II) |  |      | 1992 |  |      | Mexico          |      |  | DH | (2)    |  |  | 44,646        |  |  |         | 182 |  |           |  | 30 |  |  | Pemex
|Tajin                             |  |      | 2003 |  |      | Mexico          |      |  | DH | (2)    |  |  | 47,147        |  |  |         | 183 |  |           |  | 32 |  |  | Pemex
|Tula                              |  |      | 2005 |  |      | Marshal Islands |      |  | DH | (2)    |  |  | 46,955        |  |  |         | 183 |  |           |  | 32 |  |  | Pemex
|Tulum                             |  |      | 2000 |  |      | Marshal Islands |      |  | DH | (2)    |  |  | 47,131        |  |  |         | 183 |  |           |  | 32 |  |  | Pemex



|(1) | Dead weight tons.
|--- | -----------------

|(2) | Double hull.
|--- | ------------

|(3) | Overall length.
|--- | ---------------

|(4) | Meters.
|--- | -------

We have a competitive advantage in the Mexican market as Mexican Maritime law establishes that cabotage services should be provided by
Mexican flag vessels and only Mexican companies are allowed to fly the Mexican flag.

OPA 90 established that vessels that do
not have double-hulls will be prohibited from transporting crude oil and petroleum products in U.S. coastwise transportation after a certain date based on the age and size of the vessel unless they are modified with a double-hull. In addition Annex
II (Rules 13G and 13H) from MARPOL 73/78 establishes a phase out calendar for single hull tankers. We are aware of this regulation and do not charter or intend to acquire vessels that do not comply with these rules.



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Parcel Tankers

Our parcel tanker business operates between Mexican and American ports in the Gulf of Mexico, transporting chemicals, vegetable and animal
oils and molasses. The majority of the transported cargo is under contracts of affreightment (COAs) in which the customers commit the carriage of their cargo over a fixed period time on multiple voyages, with a minimum and a maximum
cargo tonnage at a fixed price. The vessel operator is responsible for the vessel, the fuel and the port expenses. Currently, our chemical tanker fleet is comprised of two owned vessels. We transported 0.8 million tons of chemical products in
our parcel tankers during 2011, 1.1 million tons during 2010, and 1.4 million tons during 2009. Our primary customers that use our parcel tanker services include major oil and chemical companies.

Set forth below is information regarding our parcel tankers as of March 31, 2012:



|       |  |                  |  |      |      |  |        |  |       |      |  |  |       |  |  |        |       |  |                   |  |        |  |  |  |        | 
|------ |  | ---------------- |  | ---- | ---- |  | ------ |  | ----- | ---- |  |  | ----- |  |  | ------ | ----- |  | ----------------- |  | ------ |  |  |  | ------ | 
|Vessel |  | Flag             |  | Year |      |  | LOA    |  |       | Beam |  |  | Draft |  |  | DWT(1) |       |  | Capacity 
M3Total | 
|       |  |                  |  |      |      |  | (m)(2) |  |       | (m)  |  |  | (m)   |  |  |        |       |  |                   | 
|Olmeca |  | Marshall Islands |  |      | 2003 |  |        |  | 130.0 |      |  |  | 22.4  |  |  |        | 12.0  |  |                   |  | 15,200 |  |  |  | 16,800 | 
|Maya   |  | Marshall Islands |  |      | 2002 |  |        |  | 123.0 |      |  |  | 20.0  |  |  |        | 8.7   |  |                   |  | 12,451 |  |  |  | 14,102 | 
|       |  |                  |  |      |      |  |        |  |       |      |  |  |       |  |  |        |       |  |                   |  |        |  |  |  |        | 
|       |  |                  |  |      |      |  |        |  |       |      |  |  |       |  |  |        | Total |  |                   |  | 27,651 |  |  |  | 30,902 | 
|       |  |                  |  |      |      |  |        |  |       |      |  |  |       |  |  |        |       |  |                   |  |        |  |  |  |        | 



|(1) | Dead weight tons.
|--- | -----------------

|(2) | Meters.
|--- | -------

Harbor Towing

Since January 1997, TMM (formerly Servicios Mexicanos en Remolcadores, S.A. de C.V.) has provided tugboat services in the port of Manzanillo under a 10-year concession, including port docking and
navigation in and out of channels and port facilities into open waters. In December 2006, the concession to operate this business was renewed by the relevant authorities for eight more years. As of March 31, 2012 we were operating five owned
vessels in this port, and two time-charter vessels.

Shipyard

On January 30, 2012, we purchased IDN, a company that holds a concession to operate a shipyard in the port of Tampico, Mexico. The
shipyard is strategically positioned in the Gulf of Mexico, in close proximity to offshore oil and gas facilities and other key commercial routes between the Southeastern United States and Mexico. The shipyard provides ship repair services and will
enable us to provide dry docking services to more than 30 vessels per year. In addition, we expect to develop the necessary capabilities to build vessels at the shipyard.

Customers and Contractual Arrangements

The primary purchasers of
our Maritime Operations services are multi-national oil, gas and chemical companies. These services are generally contracted for on the basis of short-term or long-term time charters, voyage charters, contracts of affreightment (COA) or
other transportation agreements tailored to the shippers requirements. In 2011, our ten largest customers accounted for approximately 87% and 55% of Maritime Operations revenues and consolidated revenues, respectively. The loss of one or more
of our customers could have a material adverse effect on the results of operations of our Maritime Operations.

The services
we provide are arranged through different contractual arrangements. Time charters are the principal contractual form for our Maritime Operations.



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In the case of a time charter, the customer is responsible for the hire, fuel and port
expenses, and we are responsible for the nautical operation of the vessel including the expenses related with the crew, maintenance, and insurance of the vessels. When we bareboat charter a vessel to a customer, the customer is responsible for the
hire and fuel port expenses but also assumes all risk of the nautical operation, including the associated expenses. COAs are contracts with a customer for the carriage of cargoes that are committed on a multi-voyage basis over a period of weeks or
months, with minimum and maximum cargo tonnages specified over the period at fixed rates per ton depending on the duration of the contract. Typically, under voyage charters and contracts of affreightment the vessel owner pays for the fuel and any
applicable port charges.

Markets

The demand for offshore vessels is affected by the level of offshore exploration and drilling activities, which in turn is influenced by a number of factors including:



| |  |  | expectations as to future oil and gas commodity prices;
| | - |  | -------------------------------------------------------



| |  |  | customer assessments of offshore drilling prospects compared to land-based opportunities;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | customer assessments of cost, geological opportunity and political stability in host countries;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | worldwide demand for oil and natural gas;
| | - |  | -----------------------------------------



| |  |  | the ability of the Organization of Petroleum Exporting Countries (OPEC) to set and maintain production levels and pricing;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | the level of production of non-OPEC countries;
| | - |  | ----------------------------------------------



| |  |  | the relative exchange rates for the U.S. dollar; and
| | - |  | ----------------------------------------------------



| |  |  | various government policies regarding exploration and development of their oil and gas reserves.
| | - |  | ------------------------------------------------------------------------------------------------

Ports and Terminals Operations

We conduct operations at the Mexican ports of Acapulco, Tuxpan and Tampico. We have been granted three partial assignment agreements of rights and obligations in respect to our operations at Tuxpan.
Additionally, we own land and a multipurpose cargo terminal in Tuxpan. Our concession in Acapulco and our partial assignment agreement of rights and obligations in Tuxpan give us the right of first refusal to continue operations for a second term
once the term of the original contract expires. In August 2010, we began operations in the port of Tampico, where we have been granted a two-year permit (renewable for an additional two years) to conduct vessel loading and unloading. Ports and
Terminals operations accounted for 4% of consolidated revenues in 2011, 3% in 2010 and 2% in 2009.

The following table sets
forth our existing port facilities and concessions:



|         |  |                                             |  |                    |  |                                                                       
|-------- |  | ------------------------------------------- |  | ------------------ |  | ----------------------------------------------------------------------
|Port     |  | Concession                                  |  | Date Awarded       |  | Duration                                                              
|Acapulco |  | Integral port administration                |  | June 20, 1996      |  | 25 years (with the possibility of extension)                          
|         |  |                                             | 
|Tuxpan   |  | Approximately 1,300 meters of waterfront    |  | September 25, 2000 |  | 20 years (with the possibility of extension)                          
|         |  |                                             | 
|         |  | Approximately 0.8 hectares of land          |  | April 7, 1997      |  | 20 years (with the possibility of extension)                          
|         |  |                                             | 
|         |  | Stevedoring Services                        |  | August 4, 1999     |  | 20 years (includes extension for 10 years that was exercised in 2009).
|         |  |                                             | 
|Tampico  |  | Permit for loading and unloading operations |  | July 9, 2010       |  | 2 years (with the possibility of extension)                           



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Acapulco

In June 1996, we received a 25-year concession to operate the tourist port of Acapulco and commenced operations in July 1996. Our port
interests in Acapulco are operated through a joint venture with SSA called Administración Portuaria Integral de Acapulco, S.A. de C.V. (API Acapulco), in which we have a 51% interest.

Through API Acapulco, we operate and manage an automobile terminal, a cruise ship terminal with a capacity to receive two cruise ships
simultaneously and an automobile warehouse with a capacity to store up to 1,700 automobiles.

In 2011, we handled 90,325
automobile exports for Volkswagen, Chrysler and Nissan to South America and Asia, reflecting an increase of 56% from 2010, when we handled approximately 58,000 automobiles at our terminal.

Acapulco is one of the main tourist ports in Mexico. Major cruise ship lines, such as Carnival, Royal Caribbean, Princess and Holland
America, among others, make use of our terminal. During 2011, we had 81 cruise ship calls, which represents a 41% decrease from 138 calls in 2010.

Tuxpan

We own approximately 2,000 acres of land in Tuxpan, and we
own a terminal for multipurpose cargo through our wholly owned subsidiary Terminal Maritima de Tuxpan, S.A. de C.V. We have access to a contiguous public berth where containers and general cargo can be unloaded and delivered to our multipurpose
terminal. Additionally, we offer container-warehousing services at this port. While we currently handle only a small volume of cargo at the port, we are in the process of developing a container terminal and liquids terminal at the site. Our Tuxpan
port facilities are operated through Operadora Portuaria de Tuxpan, S.A. de C.V., a wholly owned subsidiary of Grupo TMM.

Tampico

In July 2010, we were granted a two-year permit (renewable for an additional two years) to conduct vessel loading and unloading operations in the public berths at the port of Tampico. Our operations in
Tampico involve the loading and unloading of general cargo, such as steel and wood.

Shipping Agencies

We operate shipping agencies at ports throughout Mexico, including the ports of Acapulco, Veracruz, Coatzacoalcos,
Ciudad del Carmen, Dos Bocas, Tuxpan, Cozumel, Costa Maya, Progreso and Zihuatanejo. Our shipping agencies provide services to vessel owners and operators in Mexican ports, including (i) port agent services, including the preparation of the
required documentation with the relevant port authorities for the dispatch of vessels; (ii) protective agent services, which support the rotation of crew members and the supply of spare parts; (iii) cargo and multimodal supervision;
(iv) ship chandler services, which include the procurement of food, water and supplies and (v) bunkering services, which include the coordination of fuel delivery services. Our shipping agencies also provide shipping agency services at
other major ports through agreements with local agents.

Logistics Operations

Through TMM Logistics, S.A. de C.V. (TMM Logistics), a wholly owned subsidiary of Grupo TMM, we provide dedicated logistics
trucking services to major manufacturers, including automobile manufacturers, and retailers with facilities and operations throughout Mexico. We offer full-service logistical facilities in major



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industrial cities and railroad hubs throughout Mexico, including in Aguascalientes, Toluca, Puebla, Veracruz, Nuevo Laredo, Mexico City and Monterrey, among others. The services that we provide
include consulting, analytical and logistics outsourcing services, which encompass the management of inbound movement of parts to manufacturing plants consistent with just-in-time inventory planning practices; logistics network (order-cycle)
analysis; logistics information process design; trucking, auto haulage and intermodal transport; warehousing and bonded warehousing facility management; supply chain and logistics management; product handling and repackaging; local pre-assembly;
maintenance and repair of containers in principal Mexican ports and cities; and inbound and outbound distribution using multiple transportation modes. Due to the scope of our operations, together with the extent of our experience and resources, we
believe that we are uniquely positioned to coordinate the entire supply chain for our customers. This segment accounted for 31% of consolidated revenues in 2011, 29% in 2010, and 31% in 2009.

Automotive Services

We provide specialized logistics support for the automotive industry within Mexico. Services include the arrangement and coordination of the movement of motor vehicle parts or sub-assemblies from supplier
facilities to assembly plants, warehousing, inspection and yard management. Our logistics services can be provided as end-to-end integrated logistics programs (bundled) or discrete services (unbundled) depending on customer needs.

Trucking Services

In conjunction with our logistics facilities, we offer truck transport and dedicated logistics trucking services as a value-added component to streamline the movement of products to and from major Mexican
cities and rail hubs. Under Mexican law, truck transportation within Mexico can be performed only by Mexican-owned companies, such as Grupo TMM. As of March 31, 2012, we operated 307 trucks. We currently provide dedicated trucking services to
several major manufacturers and retailers including Jumex, Nestle, Unilever, Home Depot and Nissan.

Our over-the-road units
provide trucking services on a spot basis to major retail stores and consumer product companies. We also provide intermodal services for drayage cargo at Pantaco in Mexico City and Monterrey.

Container Repair and Maintenance

We offer maintenance and repair services for dry and refrigerated containers in Manzanillo, Veracruz, Altamira, Ensenada, Aguascalientes, Distrito Federal (Pantaco) and Mazatlan. These services involve
keeping refrigerated components and other parts of a container in useable condition, including mechanical repair, welding and repainting of such containers.

TMM Plus

TMM Plus is a state-of-the-art supply chain platform that
we developed which enables us to better control our operations and to provide our customers with full tracking of their products while products are moving through the supply chain. In addition, this tool increases our capabilities for designing and
controlling a variety of logistics services. This platform has expanded our service offerings, which we expect will continue to increase the volume of our business.

Warehousing Services

We offer warehousing services through our
subsidiary, Almacenadora de Depósito Moderno, S.A. de C.V. Organización Auxiliar de Crédito (ADEMSA). ADEMSA currently operates over 428,292 square meters of warehousing space throughout Mexico, including 85,429
square meters of direct warehouse space (the largest of which is located in northern Mexico City). Due to its regulated nature, ADEMSA is one of a limited number of warehousing companies authorized by the Mexican Government to provide bonded
warehousing services and to issue negotiable certificates of deposit.



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Auto Haulage

On July 19, 2007, TMM acquired from Autoconvoy Mexicano, S.A. de C.V., operating assets including a fleet of 228 trucks and 423
haul-away trailers, each equipped with a satellite tracking system.

We have our own yards in Puebla, Aguascalientes and
Cuernavaca, equipped with all the facilities necessary for the operation of the newly formed TMM Logistics haul-away division (management offices, repair shops, shelter yards, security, warehouses, etc).

Since July 19, 2007, TMM has coordinated vehicle distribution on a national level, from the main automotive manufacturers
plants, to the national dealers or borders for export purposes.

Currently, our auto haulage business operates 135 trucks and
145 haul-away trailers.

Grupo TMMs Strategic Partners

We are currently a partner in the following strategic arrangement:



|                 |  |                 
|---------------- |  | ----------------
|Business         |  | Partner         
|Ports (Acapulco) |  | SSA Mexico, Inc.

Disposition of Grupo TMMs interest in Grupo TFM to KCS

General

On September 21, 2007, we completed the sale of our interest in Grupo TFM to KCS pursuant to an Amended and Restated Acquisition Agreement dated December 15, 2004 (the AAA). As
consideration for the purchase and upon consummation of the transactions the Company received: (i) $200 million in cash; (ii) 18 million shares of KCS common stock, which were sold for approximately $400.5 million; (iii) an
additional $35 million in cash and 1,494,469 KCS shares sold for approximately $37.3 million, and (iv) $54.1 million in cash to settle the various disputes between Grupo TMM and KSC relating to the sale of Grupo TFM. In connection with the
completion of the sale, the parties entered into a settlement agreement pursuant to which each fully and finally settled and released all claims asserted against the other in arbitration proceedings which had been initiated by KCS under the AAA.

Sales and Marketing

Much of the success of our business depends on our marketing network. Our marketing network includes affiliated offices, agencies at Mexican ports and a sales force based throughout Mexico to sell our
logistics, ports and specialized maritime services. Our marketing and sales efforts are designed to grow and expand our current customer base by initiating long-term contracts. We have devised, implemented and will continue to implement several
customer service initiatives in connection with our marketing efforts, which include the designation of customer sales territories and assignment of customer service teams to particular customers.

Since we commenced operations, we have been actively seeking to obtain new customer contracts with the expectation of entering into
long-term contracts with such new clients or with existing customers. Although written customer contracts are not customary in Mexico, we have succeeded in negotiating written contracts with a number of our major customers.

Systems and Technology

We continually enhance our technology and information systems to support our operations. Our systems are updated regularly to increase
operating efficiencies, improve customer satisfaction and maintain regulatory compliance. We have deployed devices and software to increase accuracy and security in our information systems in order to ensure the continuity of our business
operations.



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We have developed TMM Plus, an internet-based information systems platform that integrates
different logistics services, thereby increasing the efficiency of our logistics operations. The information systems platform supports dedicated logistics contracts and yard management. The systems platform allows our customers to access information
regarding the location and status of their cargo via computer. See  Business Strategy  Reducing Operating Costs.

Competition

Maritime Operations

The Companys primary competitors in the offshore vessel business are Oceanografía, S.A. de C.V., Tidewater de Mexico, S. de R. L. de C.V., Naviera Bourbon Tamaulipas, S.A. de C.V. and Naviera
Integral, S.A. de C.V.

The Companys primary competitor in the parcel tanker business is Stolt-Nielsen Transportation
Group Ltd. Some other competitors in this business include Clipper, Eitzen and Tradewind Tankers.

Our tugboat business does
not have a direct competitor within the port of Manzanillo, however other important tugboat operations in Mexico are provided by Saam Remolques, S.A., Cia. Maritima del Pacifico, S.A. de C.V. and Cia Maritima Mexicana, S.A. de C.V.

The Companys primary competitors in the product tanker business are Arrendadora Ocean Mexicana, S.A. de C.V., Naviera Tulum, S.A.
de C.V., Naviera Tapias, S.A. and Naviera del Sureste, S.A. de C.V. and PMI Trading.

The primary competitors of our shipyard
business are Talleres Navales del Golfo, Chet Morrison, Astilleros Mexicanos JP and Astilleros Pergaza.

The Company believes
the most important competitive factors concerning the Maritime Operations segment are pricing, the flying of the Mexican flag and the availability of equipment to fit customer requirements, including the ability to provide and maintain logistical
support given the complexity of a project and the cost of transferring equipment from one market to another. The Company believes it can capitalize on opportunities as they develop for purchasing, mobilizing, or upgrading vessels to meet changing
market conditions.

Ports and Terminals Operations

The Companys key competitors in its ports business are Hutchinson Ports, SSA Mexico, Grupo CICE and Amports.

In its shipping agencies business, the Companys primary competitors are Representaciones Maritimas, Meritus and Aconsur.

The Company believes the most important competitive factors concerning the Ports and Terminals Operations segment are
customer service, experience and operating capabilities.

Logistics Operations

In our third party logistics business, the Company faces competition primarily from Car Logistics S.A. de C.V. and Axis Logistics S.A. de
C.V.

In its maintenance and repair business, the Company faces competition primarily from Container Care International Inc.,
Reparación Internacional de Contenedores, S.A. de C.V. and Maersk Sealand Inc.



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The Companys key competitors in its trucking business are Transportistas Unidos
Mexicanos División Norte, S.A. de C.V., Transportes Easo, S.A. de C.V., Transportes Castores de Baja California, S.A. de C.V. and Transportes de Carga Tres Guerras, S.A. de C.V.

Our warehousing business main competitors are Exel Logistics de Mexico S.A. de C.V., Zimag Logistics, Accel Logistica S.A. de C.V.,
Kuehne & Nagel S.A de C.V. and Grupo Onest Logistics.

In the auto hauling business, the Company faces competition
primarily from Transportes Cuauhtemoc, S.A. de C.V., Auto Traslados sin Rodar, S.A. de C.V., Consorcio de Servicios Internacionales, S.A. de C.V. and González Trucking, S.A. de C.V.

The Company believes the most important competitive factors in the Logistics Operations segment are price, customer service, brand name,
experience, operating capabilities and state-of-the-art information technology.

Regulatory Framework

Certain countries have laws which restrict the carriage of cargos depending upon the nationality of a vessel or its crew or the origin or
destination of the vessel, as well as other considerations relating to particular national interests. In accordance with Mexicos Ley de Navegación y Comercio Marítimos(Navigation Law), cabotage (intra-Mexican movement) is
reserved for ships flying the Mexican flag. We believe we are currently in material compliance with all restrictions imposed by the jurisdictions in which we operate. However, we cannot predict the cost of compliance if our business is expanded into
other jurisdictions which have enacted similar regulations.

We are also subject to the laws of various jurisdictions and
international conferences with respect to the discharge of materials into the environment. See  Environmental Regulation and  Insurance.

Truck transportation within Mexico is reserved for Mexican nationals or entities that include in their constituent documents or Bylaws the foreigner exclusion clause (cláusula de
exclusión de extranjeros), or a clause allowing other foreign investment through neutral investment vehicles or securities. Truck transportation is regulated by the Ley de Caminos, Puentes y Autotransporte Federaland
the Ley de Vias Generales de Comunicacion.

Our port operations are subject to the Ley de Puertos.Port
operations require a concession title granted by the Mexican Government to special companies incorporated under the Ley de Puertos, which companies may partially assign their concession title to third parties for the use and exploitation of
assets owned by the Mexican Government in the different port facilities (subject to the Ley de Puertosand the terms and conditions of the concession title). Various port services require a special permit granted by the Ministry of
Communications and Transportation of Mexico. Concession titles may be revoked under certain circumstances in accordance with applicable law and the terms of the concession title. Partial assignments of concession titles may be rescinded under
certain circumstances established in the corresponding assignment agreements. Foreign investment in special companies incorporated under the Ley de Puertos(such as API Acapulco) may not exceed 49%, except through vehicles or securities
deemed by applicable Mexican law as neutral investments.

Mexican Navigation Law

On June 1, 2006 the Mexican Navigation Law (Ley de Navegación y Comercio Marítimos) was published in
Mexicos Official Gazette, and became effective 30 days thereafter. This law: (i) strengthens the reservation of cabotage services for Mexican individuals dedicated to shipping or Mexican shipping companies; (ii) establishes
mechanisms and procedures for the resolution of maritime controversies or disputes and (iii) in general terms, is protective of the Mexican shipping industry. Nevertheless, there can be no assurance that the percentage of Mexican-flagged
vessels operating in Mexico will continue to increase in the future.

The law gives precedence to international treaties
ratified by Mexico to foster uniformity in the type of regime applicable to specific circumstances such as the Hague Visby Rules, CLC/FUND Conventions, 1976 Limitation Convention, Salvage Convention, COLREGS, and MARPOL. (All vessels navigating
Mexican waters must enter into protection and indemnity insurance agreements.)



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Listed below are some of the salient points of the legislation:



| |  |  | customary provisions enabling authorities to carry out inspections of vessels and investigations of incidents;
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | regulations concerning registration of vessels and waivers allowing Mexican companies to operate foreign flag vessels in otherwise reserved domains;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | foreign vessels are obliged to designate a shipping agent in order to call at Mexican ports;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | Mexican flag vessels are required to operate with Mexican crews only and cabotage is in principle reserved for Mexican vessels;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | when a foreign vessel is abandoned by the owners with cargo on board, provisions of the legislation coordinate repatriation and temporary maintenance
of the crew which the law deems ultimately to be the joint and several liability of the owner and agent;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the carriage of passengers, cargo and towage in ports and pilotage are also regulated;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | captains are responsible for damage and loss caused to vessels or ports due to negligence, lack of proper qualification, carelessness or bad faith, but
are not responsible for damages caused by an act of God or force majeure;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | companies providing towage services must carry insurance to cover their liabilities to the satisfaction of the authorities;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | pollution is regulated by international treaties; however this only covers CLC-type liabilities. Pollution in respect of other substances is dealt with
under local legislation which has no limitation. This is irrespective of any criminal proceedings or sanctions against the party responsible for the incident; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | maritime privileges are also considered within the law.
| | - |  | -------------------------------------------------------

The law establishes time limits for commencement of proceedings with respect to 7 specific types of contracts as follows:



| |  |  | bareboat charter;
| | - |  | -----------------



| |  |  | time charter;
| | - |  | -------------



| |  |  | voyage charter;
| | - |  | ---------------



| |  |  | carriage of goods;
| | - |  | ------------------



| |  |  | passengers;
| | - |  | -----------



| |  |  | salvage; and
| | - |  | ------------



| |  |  | towage.
| | - |  | -------

Environmental
Regulation

Our operations are subject to Mexican federal and state laws and regulations relating to the protection
of the environment, as well as technical environmental requirements issued by the SEMARNAT. Under the General Law of Ecologic Equilibrium and Protection of the Environment (Ley General de Equilibrio Ecológico y Protección al
Ambiente) and the General Law for Integral Prevention and Handling of Residues (Ley General de Prevención y



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Gestión Integral del Residuos), the SEMARNAT and other authorized ministries have promulgated standards, for, among other things, water discharge, water supply, emissions, noise
pollution, hazardous substances, transportation and solid waste generation. The terms of the port concessions also impose on us certain environmental law compliance obligations. See  Insurance.

Under OPA, responsible parties, including owners and operators of ships, are subject to various requirements and could be exposed to
substantial liability, and in some cases, unlimited liability for removal costs and damages, including natural resource damages and a variety of other public and private damages, resulting from the discharge of oil, petroleum or related substances
into United States waters by their vessels. In some jurisdictions, claims for removal costs and damages would enable claimants to immediately seize the ships of the owning and operating company and sell them in satisfaction of a final judgment. The
existence of comparable statutes enacted by individual states of the United States, but requiring different measures of compliance and liability, creates the potential for similar claims being brought under state law. In addition, several
international conventions that impose similar liability for the discharge of pollutants have been adopted by other countries. If a spill were to occur in the course of the operation of one of our vessels carrying petroleum products, and such spill
affected the United States or another country that had enacted legislation similar to OPA, we could be exposed to substantial or unlimited liability.

The U.S. Clean Water Act imposes restrictions and strict controls regarding the discharge of wastes into the waters of the United States. The Clean Water Act and comparable state laws, provide for civil,
criminal and administrative penalties for unauthorized discharges of pollutants. In the event of an unauthorized discharge of wastes or pollutants into waters of the United States, we may be liable for penalties and could be subject to injunctive
relief.

In addition, our seagoing transport of petroleum and petroleum products subjects us to additional regulations and
exposes us to liability specific to this activity. Laws and international conventions adopted by several countries in the wake of the Exxon Valdez accident, most notably OPA (discussed above), could result in substantial or even
unlimited liability for us in the event of a spill. Moreover, these laws subject tanker owners to additional regulatory and insurance requirements. We believe that we are in compliance with all material requirements of these regulations.

We could have liability with respect to contamination at our former U.S. facilities or third-party facilities in the United States where
we have sent hazardous substances or wastes under the U.S. Comprehensive Environmental Response, Compensation and Liability Act (CERCLA or Superfund) and comparable state laws (known as state Superfund laws). CERCLA and the
state Superfund laws impose joint and several liability for the cost of investigation and remediation, natural resources damages, certain health studies and related costs, without regard to fault or the legality of the original conduct, on certain
classes of persons with respect to releases into the environment of certain substances. These persons, commonly called potentially responsible parties or PRPs include the current and certain prior owners or operators of and
persons that arranged for the disposal or treatment of certain substances at sites where a release has or could occur. In addition, other potentially responsible parties, adjacent landowners or other third parties may initiate cost recovery actions
or toxic tort litigation against PRPs under CERCLA, state Superfund laws or state common law.

Noncompliance with applicable
environmental laws and regulations may result in the imposition of considerable administrative or civil fines, temporary or permanent shutdown of operations or other injunctive relief, or criminal prosecution. We currently believe that all of our
facilities and operations are in substantial compliance with applicable environmental regulations. There are currently no material legal or administrative proceedings pending against us with respect to any environmental matters, and we do not
believe that continued compliance with environmental laws will have a material adverse effect on our financial condition or results of operations.

We cannot predict the effect, if any, that the adoption of additional or more stringent environmental laws and regulations would have on the operations of companies that are engaged in the type of
business in which we are engaged, or specifically, on our results of operations, cash flows, capital expenditure requirements or financial condition.



37



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Insurance

Our business is affected by a number of risks, including mechanical failure of vessels, trucks and other transportation equipment, collisions, property loss of vessels, trucks and other transportation
equipment, piracy, cargo loss or damage, as well as business interruption due to political circumstances in Mexico and in foreign countries, hostilities and labor strikes. In addition, the operation of any oceangoing vessel is subject to the
inherent possibility of catastrophic marine disaster, including oil spills and other environmental accidents, and the liabilities arising from owning and operating vessels in international trade.

We maintain insurance to cover the risk of partial or total loss of or damage to all of our assets, including, but not limited to, harbor
and seagoing vessels, port facilities, port equipment, trucks, land facilities and offices. In particular, we maintain marine hull and machinery and war risk insurance on our vessels, which covers the risk of actual or constructive total loss.
Additionally, we have protection and indemnity insurance for damage caused by our operations to third persons. With certain exceptions, we do not carry insurance covering the loss of revenue resulting from a downturn in our operations or resulting
from vessel off-hire time on certain vessels. In certain instances, and depending on the ratio of insurance claims to insurance premiums paid, we may choose to self-insure our over-the-road equipment following prudent guidelines. We believe that our
current insurance coverage is adequate to protect against the accident-related risks involved in the conduct of our business and that we maintain a level of coverage that is consistent with industry practice. However, we cannot assure you that our
insurance would be sufficient to cover the cost of damages suffered by us or damages to others, that any particular claim will be paid or that such insurance will continue to be available at commercially reasonable rates in the future. OPA 90, by
imposing potentially unlimited liability upon owners, operators and bareboat charters for certain oil pollution accidents in the United States, made liability insurance more expensive for ship-owners and operators.

Organizational Structure

We hold a majority of the voting stock in each of our subsidiaries. The most significant subsidiaries, as of March 31, 2012, include:



|                                                                                                                            |  |                         |  |                   |     |   |                |  |     |  
|--------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- |  | ----------------- | --- | - | -------------- |  | --- | -
|Name                                                                                                                        |  | Country ofIncorporation |  | OwnershipInterest |     |   | VotingInterest | 
|Administración Portuaria Integral de Acapulco S.A. de C.V. (Ports)*                                                         |  | Mexico                  |  |                   | 51  | % |                |  | 51  | %
|Lacto Comercial Organizada, S.A. de C.V. (Trucking)                                                                         |  | Mexico                  |  |                   | 100 | % |                |  | 100 | %
|Autotransportación y Distribución Logística, S.A. de C.V.(Logistics)                                                        |  | Mexico                  |  |                   | 100 | % |                |  | 100 | %
|Transportación Marítima Mexicana, S.A. de C.V. (Product and Parcel Tankers, Offshore vessels and harbor tugboat
operations) |  | Mexico                  |  |                   | 100 | % |                |  | 100 | %
|Terminal Marítima de Tuxpan, S.A. de C.V. (Ports)                                                                           |  | Mexico                  |  |                   | 100 | % |                |  | 100 | %
|TMM Logistics, S.A. de C.V. (Logistics)                                                                                     |  | Mexico                  |  |                   | 100 | % |                |  | 100 | %
|TMM Agencias, S.A. de C.V. (Shipping agencies)                                                                              |  | Mexico                  |  |                   | 100 | % |                |  | 100 | %
|TMM División Marítima, S. A. de C. V. (Offshore vessels)                                                                    |  | Mexico                  |  |                   | 100 | % |                |  | 100 | %
|TMM Parcel Tankers, S. A. de C. V. (Tanker vessels)                                                                         |  | Mexico                  |  |                   | 100 | % |                |  | 100 | %
|Almacenadora de Deposito Moderno, S. A. de C. V. (Warehousing)                                                              |  | Mexico                  |  |                   | 100 | % |                |  | 100 | %
|Inmobiliaria Dos Naciones, S. R. L. de C. V. (Shipyard)                                                                     |  | Mexico                  |  |                   | 100 | % |                |  | 100 | %



|(*) | Less than wholly owned by the Company.
|--- | --------------------------------------

Property, Plant and Equipment

Our principal executive offices are located in Mexico City, and are currently under lease from March 2006 through March 2021. Our business activities and the business activities of our subsidiaries in the
logistics and transportation fields are conducted with both leased and owned equipment, and, in certain instances, through concessions granted to us by the Mexican Government. We were granted the right to operate certain facilities, including
certain cruise ship terminals and ports, as part of franchises awarded through the Mexican Governments privatization activity. We operate facilities, either through leases or with direct ownership interests, in Acapulco, Aguascalientes,
Altamira, Ciudad del Carmen, Coatzacoalcos, Cuernavaca, Dos Bocas, Ensenada, Hermosillo, Veracruz, Manzanillo, Mexico City, Monterrey, Nuevo Laredo, Puebla, Queretaro, Tampico, Toluca and Tuxpan. See Item 4. Information on the Company
 Business Overview, and Notes 8 and 9 to the accompanying Audited Consolidated Financial Statements contained elsewhere herein.



38



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##### Table of Contents

Concession Rights and Related Assets as summarized below:



|                                         |  |                           |        |   |                                  |   |        |   |  |  |   | 
|---------------------------------------- |  | ------------------------- | ------ | - | -------------------------------- | - | ------ | - |  |  | - | 
|                                         |  | Years Ended December 31,  |        |   | EstimatedAmortizationLife(Years) |  
|                                         |  | 2011                      |        |   | 2010                             |   |       
|                                         |  | (In thousands of Dollars) |       
|API Acapulco                             |  | $                         | 6,783  |   |                                  | $ | 6,783  |   |  |  | 9 | 
|Tugboats in the port of Manzanillo       |  |                           | 2,170  |   |                                  |   | 2,170  |   |  |  | * | 
|                                         |  |                           |        |   |                                  |   |        |   |  |  |   | 
|                                         |  |                           | 8,953  |   |                                  |   | 8,953  |   |  |  |   | 
|Accumulated amortization                 |  |                           | (6,376 | ) |                                  |   | (6,104 | ) |  |  |   | 
|Concession rights and related assetsnet |  | $                         | 2,577  |   |                                  | $ | 2,849  |   |  |  |   | 
|                                         |  |                           |        |   |                                  |   |        |   |  |  |   | 



|(*) | Fully amortized.
|--- | ----------------

Property,
Plant and Equipment are summarized below:



|                                        |  |                           |         |  |                                    |   |         |  |  |            
|--------------------------------------- |  | ------------------------- | ------- |  | ---------------------------------- | - | ------- |  |  | -----------
|                                        |  | Years Ended December 31,  |         |  | Estimated TotalUseful
Lives(Years)
|                                        |  | 2011                      |         |  | 2010                               |   |        
|                                        |  | (In thousands of Dollars)
|Vessels                                 |  | $                         | 547,373 |  |                                    | $ | 576,568 |  |  | 25         
|Drydocks (major vessel repairs)         |  |                           | 5,970   |  |                                    |   | 5,811   |  |  | 2.5        
|Buildings and installations             |  |                           | 17,804  |  |                                    |   | 15,895  |  |  | 20 and 25  
|Warehousing equipment                   |  |                           | 597     |  |                                    |   | 914     |  |  | 10         
|Computer equipment                      |  |                           | 330     |  |                                    |   | 600     |  |  | 3 and 4    
|Terminal equipment                      |  |                           | 629     |  |                                    |   | 738     |  |  | 10         
|Ground transportation equipment         |  |                           | 18,910  |  |                                    |   | 26,638  |  |  | 4, 5 and 10
|Other equipment                         |  |                           | 979     |  |                                    |   | 1,089   |  |  |            
|                                        |  |                           |         |  |                                    |   |         |  |  |            
|                                        |  |                           | 592,592 |  |                                    |   | 628,253 |  |  |            
|                                        |  |                           |         |  |                                    |   |         |  |  |            
|Land                                    |  |                           | 98,688  |  |                                    |   | 106,866 |  |  |            
|Construction in progress                |  |                           | 26,600  |  |                                    |   | 26,523  |  |  |            
|                                        |  |                           |         |  |                                    |   |         |  |  |            
|Total Property, Plant and Equipmentnet |  | $                         | 717,880 |  |                                    | $ | 761,642 |  |  |            
|                                        |  |                           |         |  |                                    |   |         |  |  |            

As of December 31, 2011, 24 offshore vessels, 5 tanker vessels and 5 tugboats have been pledged to
secure our obligations under our Trust Certificates program. In addition, 10 properties have been pledged to secure our obligations under our line of credit from Banco Nacional de Comercio Exterior, and 39 trucks and trailers have been
pledged to secure our obligations under our financing facility with Daimler Financial Services Mexico.

The Company has
adopted the revaluation model to determine the carrying amounts for one class of its fixed assets (properties), in accordance with IAS 16, Property, Plant and Equipment. As a result, in December 2010, the Company recognized a net surplus
of $93.4 million from the revaluation of fixed assets as follows: land ($88.9 million); buildings and facilities ($4.7 million); and construction in progress ($(0.2) million). See Note 3i to the accompanying Audited Consolidated Financial Statements
contained elsewhere herein.



|ITEM 4A. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

None.



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##### Table of Contents

|ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|------- | --------------------------------------------

Executive Overview

We generate our revenues and cash flows by providing
our customers with value-added multimodal transportation and logistics services, such as dedicated truck transportation, warehousing, storage management, ports and terminals operations, cargo handling and logistics support. Our commercial and
strategic alliances allow us to market a full range of services in the context of a total supply chain distribution process. Through such alliances, we have been able to benefit not only from synergies, but also from the operational expertise of our
alliance partners, enhancing our own competitiveness.

Our operating results are generally affected by a variety of factors,
including macroeconomic conditions, fluctuations in exchange rates, operating performance of our business units, changes in applicable regulations and fluctuations in oil prices. The effect of changes in these factors impacts our revenues and
operating results.

Over the last few years, we have made and continue to make significant changes to our business, including:



| |  |  | Expanding our Maritime Operations: We have strengthened and streamlined our Maritime Operations in recent years, developing the business into
our most profitable segment. We remain focused on expanding our Maritime Operations to add specialized offshore vessels to our fleet in order to meet market requirements for new generation vessels with higher-rated and deeper-water capabilitions. In
addition, we have attempted to increase our cabotage services through medium and long-term contracts, and have continued our efforts to add specialized offshore vessels to our fleet in order to satisfy increasing Mexican demand for exploration and
distribution services. See  Business Strategy  Expansion of our Maritime Operations.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Acquiring a shipyard in the port of Tampico: In January 2012, we acquired a shipyard in the port of Tampico, Mexico, which provides ship repair
services and will enable us to provide drydock service to more than 30 vessels per year, of which approximately 37% will be from our own fleet, which should reduce our vessel maintenance and repair costs. We expect the shipyard to generate an annual
EBITDA of approximately $2.1 million and a margin of 32% during its first year of operation. In the long term, we expect to have the capacity to be able to build vessels at the shipyard, enabling us to compete to satisfy PEMEXs expected demand
for new offshore vessels. See  Business Strategy  Expansion of our Maritime Operations.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Developing a container terminal and liquids terminal at the port of Tuxpan: We continue to work towards developing a container terminal and a
liquids terminal at the port of Tuxpan, Veracruz. The container terminal should help us meet the increasing demand in the Gulf of Mexico resulting from the growth of the Mexican market. The liquids terminal should help us manage current gasoline and
diesel imports as well as increased imports which are expected to result from the construction of a pipeline and a berthing position. See  Business Strategy  Development of Container Terminal and Liquids Terminal at the Port of
Tuxpan.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Repaying and restructuring our debt: In May 2011, we prepaid in full the remaining $9.1 million outstanding on our $200 million Securitization
Facility with Deutsche Bank AG, which was established in September 2006 and successfully restructured in December 2009. We continue to review and analyze alternatives to refinance our debt to extend the maturity and reduce the interest expense
thereof. See Item 4. Information on the Company  Recent Developments  Mexican Peso-Denominated Trust Certificates Program and  Restructuring and Termination of Receivables Securitization Facility; Associated
Capital Increase.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our Trust Certificates Program: On April 30, 2007 we established a Mexican Peso-Denominated Trust Certificates Program for the issuance of
trust certificates, which are securities secured by trust assets and denominated in Mexican Pesos, for an aggregate amount of Ps. 9 billion. We closed our first, second, and third issuances of trusts certificates under the program on July 19,
2007, April 30, 2008, and July 1, 2008,
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



40



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##### Table of Contents

| | respectively, in an amount of Ps. 3 billion, Ps. 1.55 billion, and Ps. 4.39 billion, respectively. Our first issuance was used primarily to refinance existing vessel indebtedness. Our second
issuance was primarily used to finance the acquisition of five new and used vessels for an approximate aggregate amount of $111.4 million. Our third issuance was used to acquire new and used vessels. We closed our fourth issuance of trust
certificates under the program on July 29, 2010 in an amount of 10.5 billion Pesos. This issuance was used primarily to repay the previous three issuances, thereby consolidating the debt under the program, and to refinance existing vessel
indebtedness.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Reducing our corporate overhead: Over the last few years, we have significantly reduced our operating costs by reducing our corporate executive
headcount from 222 to 97 full-time equivalent positions, through the elimination of redundant functions and the transfer of certain employees to other business areas within the Company. For 2012, no further reductions are contemplated. However, as
part of our business strategy, we intend to maintain our corporate expenses at a level no greater than 5% of our revenues. See  Business Strategy  Reducing Corporate Overhead and Other Operating Costs.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Introducing cost-saving technology: We have developed TMM Plus, an Internet-based information systems platform that integrates logistics
services, thereby increasing the efficiency of our logistics operations. The information systems platform supports dedicated logistics contracts and yard management. The systems platform allows our customers to access information regarding the
location and status of their cargo via computer. See  Logistics Operations  TMM Plus.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Sale of Certain Subsidiaries: Since 2008, Grupo TMM, in an effort to streamline its operations and reduce operating costs, sold certain
non-strategic subsidiaries and recognized a $17.7 million gain on the sale of such subsidiaries. On April 20, 2010, Grupo TMM agreed to sell its stockholdings in the companies that comprised Grupo Seglo to its partner for $4.8 million (Ps. 60
million) (See Note 1d to the accompanying Audited Consolidated Financial Statements contained elsewhere herein).
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Operating Results

The
following discussion should be read in conjunction with, and is qualified in its entirety by reference to our Financial Statements and the notes thereto appearing elsewhere in this Annual Report. Our Financial Statements have been prepared in
accordance with IFRS, which differ in certain respects from U.S. GAAP.

General

Set forth below is a summary of the results of operations:



|                                     |  |                          |       |   |      |   |       |      |  |   |       |  
|------------------------------------ |  | ------------------------ | ----- | - | ---- | - | ----- | ---- |  | - | ----- | -
|                                     |  | Year Ended December 31,  |      
|                                     |  | 2011                     |       |   | 2010 |   |       | 2009 | 
|                                     |  | (In millions of Dollars) |      
|Consolidated Transportation Revenues |  |                          |       |   |      |   |       |      |  |   |       |  
|Maritime Operations                  |  | $                        | 171.7 |   |      | $ | 200.6 |      |  | $ | 199.6 |  
|Ports and Terminals Operations       |  |                          | 10.0  |   |      |   | 10.3  |      |  |   | 6.6   |  
|Logistics Operations                 |  |                          | 83.8  |   |      |   | 89.6  |      |  |   | 95.4  |  
|Intercompany revenues                |  |                          | 3.7   |   |      |   | 4.9   |      |  |   | 6.8   |  
|                                     |  |                          |       |   |      |   |       |      |  |   |       |  
|Total                                |  | $                        | 269.2 |   |      | $ | 305.4 |      |  | $ | 308.4 |  
|                                     |  |                          |       |   |      |   |       |      |  |   |       |  
|Income on Transportation             |  |                          |       |   |      |   |       |      |  |   |       |  
|Maritime Operations                  |  | $                        | 41.7  |   |      | $ | 59.8  |      |  | $ | 55.7  |  
|Ports and Terminals Operations       |  |                          | 2.2   |   |      |   | 3.7   |      |  |   | 1.4   |  
|Logistics Operations                 |  |                          | (7.8  | ) |      |   | (13.5 | )    |  |   | (9.9  | )
|Shared corporate costs               |  |                          | (16.0 | ) |      |   | (14.8 | )    |  |   | (17.7 | )
|                                     |  |                          |       |   |      |   |       |      |  |   |       |  
|Total                                |  | $                        | 20.1  |   |      | $ | 35.2  |      |  | $ | 29.5  |  
|                                     |  |                          |       |   |      |   |       |      |  |   |       |  



41



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##### Table of Contents

Fiscal Year ended December 31, 2011 Compared to Fiscal Year ended
December 31, 2010

Revenues from operations for the year ended December 31, 2011 were $269.2 million compared
to $305.4 million for the year ended December 31, 2010.



|                               |  |                                                                             |       |  |                  |  |       |      |  |   |                  |  |  |                         |       |   |  |  |       |   
|------------------------------ |  | --------------------------------------------------------------------------- | ----- |  | ---------------- |  | ----- | ---- |  | - | ---------------- |  |  | ----------------------- | ----- | - |  |  | ----- | --
|                               |  | Consolidated Transportation Revenues($
in millions)Years Ended December 31, |      
|                               |  | 2011                                                                        |       |  | % of NetRevenues |  |       | 2010 |  |   | % of NetRevenues |  |  | Y2011 
vs.Y2010% Change |      
|Ports and Terminals Operations |  | $                                                                           | 10.0  |  |                  |  | 3.7   | %    |  | $ | 10.3             |  |  |                         | 3.4   | % |  |  | (2.9  | )%
|Maritime Operations            |  |                                                                             | 171.7 |  |                  |  | 63.8  |      |  |   | 200.6            |  |  |                         | 65.7  |   |  |  | (14.4 | )%
|Logistics Operations           |  |                                                                             | 83.8  |  |                  |  | 31.1  |      |  |   | 89.6             |  |  |                         | 29.3  |   |  |  | (6.5  | )%
|Intercompany Revenues(*)       |  |                                                                             | 3.7   |  |                  |  | 1.4   |      |  |   | 4.9              |  |  |                         | 1.6   |   |  |  | (24.5 | )%
|                               |  |                                                                             |       |  |                  |  |       |      |  |   |                  |  |  |                         |       |   |  |  |       |   
|Total                          |  | $                                                                           | 269.2 |  |                  |  | 100.0 | %    |  | $ | 305.4            |  |  |                         | 100.0 | % |  |  | (11.9 | )%
|                               |  |                                                                             |       |  |                  |  |       |      |  |   |                  |  |  |                         |       |   |  |  |       |   



|(*) | Represents the elimination of intercompany transactions between segments.
|--- | -------------------------------------------------------------------------

Ports and Terminals Operations

Ports and Terminals Operations
revenues decreased 2.9% to $10 million for the year ended December 31, 2011, compared to $10.3 million for the year ended December 31, 2010, and accounted for 3.7% of total net revenues. This decrease was mainly attributable to a decrease
in volumes at the port of Acapulco, where cruise ship calls were 41% lower than in 2010. The decrease was partially offset by increased revenues in the auto handling business at Acapulco, where volume increased to 90,325 automobiles in 2011 from
58,000 in 2010.

Maritime Operations

Maritime Operations revenues decreased 14.4% to $171.7 million in 2011 compared to $200.6 million in 2010 and accounted for 63.8% of total net revenues. This decrease was mainly attributable to a
decrease in the number of vessels in operation as a result of the sale of two vessels, the re-delivery of one timecharter vessel, and an increase in the number of vessels undergoing scheduled drydock maintenance in 2011 as compared to 2010. In
addition, revenues at our parcel tanker business decreased due to a reduction in transport volumes.

Logistics
Operations

Logistics Operations revenues decreased 6.5% to $83.8 million in 2011 compared to $89.6 million in
2010 and accounted for 31.1% of total net revenues. This decrease was principally due to the sale of our interest in Grupo Seglo in April 2010. The decrease in 2011 was partly offset by increased revenues at the automotive segment at Puebla and
Saltillo, increased revenue of 45.6% at the auto handling segment at Acapulco, and to 5.5% higher revenue at the maintenance and repair segment.

Income on Transportation

Under IFRS, income on transportation reflects
revenues on transportation less operating costs and expenses. References to operating income in this Annual Report refer to income on transportation, plus/minus the effect of other income (expenses) as presented in the Financial Statements included
elsewhere in this Annual Report.

Total costs and expenses for the year ended December 31, 2011 decreased 7.8% to $249.0
million from $270.2 million for the year ended December 31, 2010. This decrease was mainly attributable to a decrease of 13.5%, or $7.7 million, in leases and other rents, a decrease of 10.7%, or $4.7 million, in contracted services, a decrease
of 5.1%, or $3.4 million, in salaries, wages and employee benefits, and a decrease of 10.2%, or $5.9 million, in depreciation and amortization. Operating income decreased 42.9% to $20.1 million for the year ended December 31, 2011 from an
operating income of $35.2 million for the year ended December 31, 2010.



42



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##### Table of Contents

The following table sets forth information concerning the Companys operating income by
business segment for the year ended December 31, 2011.



|                               |  |                                                                                           |       |   |      |   |       |                         |  |  |       |   
|------------------------------ |  | ----------------------------------------------------------------------------------------- | ----- | - | ---- | - | ----- | ----------------------- |  |  | ----- | --
|                               |  | Grupo TMM OperationsIncome on
Transportation (1)(2)($ in
millions)Year Ended December 31, |      
|                               |  | 2011                                                                                      |       |   | 2010 |   |       | Y2011 
vs.Y2010% Change | 
|Ports and Terminals Operations |  | $                                                                                         | 2.2   |   |      | $ | 3.7   |                         |  |  | (40.5 | )%
|Maritime Operations            |  |                                                                                           | 41.7  |   |      |   | 59.8  |                         |  |  | (30.3 | )%
|Logistics Operations           |  |                                                                                           | (7.8  | ) |      |   | (13.5 | )                       |  |  | 42.2  | % 
|Shared Corporate Costs         |  |                                                                                           | (16.0 | ) |      |   | (14.8 | )                       |  |  | 8.1   | % 
|                               |  |                                                                                           |       |   |      |   |       |                         |  |  |       |   
|Total                          |  | $                                                                                         | 20.1  |   |      | $ | 35.2  |                         |  |  | (42.9 | )%
|                               |  |                                                                                           |       |   |      |   |       |                         |  |  |       |   



|(1) | Operating results are reported as Income on Transportation in our Financial Statements included elsewhere in this Annual Report.
|--- | --------------------------------------------------------------------------------------------------------------------------------

|(2) | To better reflect Grupo TMMs corporate costs, the Company modified the presentation of its corporate expenses as of December 31, 2011 and
2010, separating human resources and information technology costs to be allocated to each business unit in accordance with their use. Income on transportation includes the following allocated total administrative costs: In 2011: $1.8 million in
Ports and Terminals Operations, $6.8 million in Maritime Operations, $9.6 million in Logistics Operations and $15.1 million in shared corporate costs. In 2010: $1.6 million in Ports and Terminals Operations, $6.2 million in Maritime Operations,
$10.4 million in Logistics Operations and $15.4 million in shared corporate costs.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Ports and
Terminals Operations

Ports and Terminals Operations operating income for the year ended December 31, 2011
decreased to $2.2 million, after deducting $1.8 million of administrative costs, compared to $3.7 million, after deducting $1.6 million of administrative costs, for the year ended December 31, 2010. The decrease in operating income was
primarily due to a reduction in cruise ship activity at Acapulco.

Maritime Operations

Maritime Operations operating income for the year ended December 31, 2011 decreased to $41.7 million, after deducting $6.8
million of administrative costs, compared to $59.8 million, after deducting $6.2 million of administrative costs, for the year ended December 31, 2010. This decrease was mainly due to low revenue related to the sale of two vessels, costs
associated with the re-delivery of one timecharter vessel, the scheduled maintenance in drydock of 16 vessels, and an increase in costs associated with the product tanker business and a reduction in tariff rates for our product tankers.

Logistics Operations

Logistics Operations incurred an operating loss for the year ended December 31, 2011 of $7.8 million, after deducting $10.5 million of administrative costs, compared to a loss of $13.5 million, after
deducting $11.7 million of administrative costs, for the year ended December 31, 2010. The operating loss in 2011 and 2010 resulted primarily from an operating loss in our warehousing business due to increased costs and a decline in operations
related to agricultural products. We are considering some additional expense provisions related to our warehousing business, partially offset by a profit increase at the automotive and auto haulage segment. See Notes 21 and 24 to the accompanying
Audited Consolidated Financial Statements contained elsewhere herein.



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Net Financing Cost



|                   |  |                                        |       |   |      |   |       |                         |  |  |       |  
|------------------ |  | -------------------------------------- | ----- | - | ---- | - | ----- | ----------------------- |  |  | ----- | -
|                   |  | ($ in millions)Year Ended
December 31, |      
|                   |  | 2011                                   |       |   | 2010 |   |       | Y2011 
vs.Y2010% Change | 
|Net Financing Cost |  | $                                      | (13.5 | ) |      | $ | 108.1 |                         |  |  | 112.5 | %

Net financing cost recognized during the year ended December 31, 2011 was a $13.5 million credit,
compared to a $108.1 million expense incurred during the year ended December 31, 2010. The net financing cost in 2011 included a net exchange gain of $93.7 million and in 2010 included a net exchange loss of $38.1 million as a result of
fluctuations in the relative value of the peso against the dollar. Interest expense increased $5.6 million in 2011 mainly due to additional amortization related to the repurchase in May 2011of all certificates held by Deutsche Bank AG London and the
financial cost associated with an increase in our Trust Certificates Program of approximately Ps. 1,500 million. The decrease was primarily due to the recognition of a significant currency exchange gain on our Peso-denominated debt as a result of a
12.6% depreciation of the peso against the dollar in 2011.

Other Expenses  Net



|                     |  |                                        |       |   |      |   |      |                         |  |  |       |  
|-------------------- |  | -------------------------------------- | ----- | - | ---- | - | ---- | ----------------------- |  |  | ----- | -
|                     |  | ($ in millions)Year Ended
December 31, |      
|                     |  | 2011                                   |       |   | 2010 |   |      | Y2011 
vs.Y2010% Change | 
|Other expenses  net |  | $                                      | (14.1 | ) |      | $ | (5.1 | )                       |  |  | 176.5 | %

Other expenses  net for the year ended December 31, 2011 was $14.1 million and included
primarily $10.4 million in goodwill impairment charges, $6.7 million in reserves for prepay and arbitration expenses and $2.2 million related to cancellation of ferriage. Other expenses  net for the year ended December 31, 2010 was $5.1
million and included primarily a $2.6 million loss on the sale of certain non-strategic subsidiaries. (See Note 18 to the accompanying Audited Consolidated Financial Statements contained elsewhere herein).

Expenses from Income Taxes



|                           |  |                                        |     |  |      |   |     |                        |  |  |       |  
|-------------------------- |  | -------------------------------------- | --- |  | ---- | - | --- | ---------------------- |  |  | ----- | -
|                           |  | ($ in
millions)Year Ended December 31, |    
|                           |  | 2011                                   |     |  | 2010 |   |     | Y2011 vs.Y2010% Change | 
|Expenses from income taxes |  | $                                      | 3.3 |  |      | $ | 0.8 |                        |  |  | 312.5 | %

In the year ended December 31, 2011 we incurred a tax expense of $3.3 million, compared to a tax
expense of $0.8 million reported for the year ended December 31, 2010.

Non-controlling Interest



|                         |  |                                        |     |  |      |   |     |                        |  |  |       |   
|------------------------ |  | -------------------------------------- | --- |  | ---- | - | --- | ---------------------- |  |  | ----- | --
|                         |  | ($ in
millions)Year Ended December 31, |    
|                         |  | 2011                                   |     |  | 2010 |   |     | Y2011 vs.Y2010% Change | 
|Non-controlling interest |  | $                                      | 1.0 |  |      | $ | 1.6 |                        |  |  | (37.5 | )%



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Non-controlling interest decreased to $1.0 million for the year ended December 31,
2011, from $1.6 million for the year ended December 31, 2010. This decrease is due to a decrease in net income for the year from companies in which we hold a non-controlling interest.

Net (Loss) Income for the year attributable to stockholders of Grupo TMM



|                                                                         |  |                                        |      |  |      |   |       |                        |  |  |       |  
|------------------------------------------------------------------------ |  | -------------------------------------- | ---- |  | ---- | - | ----- | ---------------------- |  |  | ----- | -
|                                                                         |  | ($ in millions)Year Ended December
31, |     
|                                                                         |  | 2011                                   |      |  | 2010 |   |       | Y2011 vs.Y2010% Change | 
|Net Income (Loss) for the year attributable to stockholders of Grupo TMM |  | $                                      | 15.2 |  |      | $ | (80.6 | )                      |  |  | 118.9 | %

In the year ended December 31, 2011, we recognized net income of $15.2 million, or $0.20 per Share.
In the year ended December 31, 2010, we recognized a net loss of $80.6 million, or $0.80 per Share.

Fiscal Year
ended December 31, 2010 Compared to Fiscal Year ended December 31, 2009

Revenues from operations for the
year ended December 31, 2010 were $305.4 million compared to $308.4 million for the year ended December 31, 2009.



|                               |  |                                                                             |       |  |                  |  |       |      |  |   |                  |  |  |                        |       |   |  |  |       |   
|------------------------------ |  | --------------------------------------------------------------------------- | ----- |  | ---------------- |  | ----- | ---- |  | - | ---------------- |  |  | ---------------------- | ----- | - |  |  | ----- | --
|                               |  | Consolidated Transportation Revenues($
in millions)Years Ended December 31, |      
|                               |  | 2010                                                                        |       |  | % of NetRevenues |  |       | 2009 |  |   | % of NetRevenues |  |  | Y2010 vs.Y2009% Change |      
|Ports and Terminals Operations |  | $                                                                           | 10.3  |  |                  |  | 3.4   | %    |  | $ | 6.6              |  |  |                        | 2.1   | % |  |  | 56.1  | % 
|Maritime Operations            |  |                                                                             | 200.6 |  |                  |  | 65.7  |      |  |   | 199.6            |  |  |                        | 64.7  |   |  |  | 0.5   | % 
|Logistics Operations           |  |                                                                             | 89.6  |  |                  |  | 29.3  |      |  |   | 95.4             |  |  |                        | 30.9  |   |  |  | (6.1  | )%
|Intercompany Revenues(*)       |  |                                                                             | 4.9   |  |                  |  | 1.6   |      |  |   | 6.8              |  |  |                        | 2.3   |   |  |  | (27.9 | )%
|                               |  |                                                                             |       |  |                  |  |       |      |  |   |                  |  |  |                        |       |   |  |  |       |   
|Total                          |  | $                                                                           | 305.4 |  |                  |  | 100.0 | %    |  | $ | 308.4            |  |  |                        | 100.0 | % |  |  | (1.0  | )%
|                               |  |                                                                             |       |  |                  |  |       |      |  |   |                  |  |  |                        |       |   |  |  |       |   



|(*) | Represents the elimination of intercompany transactions between segments.
|--- | -------------------------------------------------------------------------

Ports and Terminals Operations

Ports and Terminals Operations
revenues increased 56.1% to $10.3 million for the year ended December 31, 2010, compared to $6.6 million for the year ended December 31, 2009, and accounted for 3.4% of total net revenues. This increase was mainly attributable to increased
volumes at the port of Acapulco, as a result of increased cruise ship calls 38% higher than in 2009 due principally to a new cruise line, Pullmantur, calling in Acapulco and to an increase in the auto handling business, from 21,209 automobiles in
2009 to 58,000 in 2010.

Maritime Operations

Maritime Operations revenues increased 0.5% to $200.6 million in 2010 compared to $199.6 million in 2009 and accounted for 65.7% of
total net revenues. This increase was mainly attributable to a 27.7% increase in revenues in our tugboat business due to increased calls at Manzanillo, and a 21.1% increase in revenues attributable to our offshore vessel operations as a result of
the operation of one new process vessel beginning in the first quarter. This increase was partly offset by a 28.7% decrease in revenues attributable to our product tanker operations as a result of the extension of two bareboat charter contracts at
lower rates, and a 23.4% decrease in revenues from our chemical tankers business because we had one less vessel in operation.



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##### Table of Contents

Logistics Operations

Logistics Operations revenues decreased 6.1% to $89.6 million in 2010 compared to $95.4 million in 2009 and accounted for 29.3% of
total net revenues. This decrease was principally due to a decrease of $12.7 million as a result of the sale of our interest in Grupo Seglo in April 2010. The decrease in 2010 was partly offset by an increase of $2.2 million in revenues attributable
to our warehousing business due to the expansion of our warehouse capacity and an increase of $3.3 million as a result of increased rates in our auto hauling and maintenance and repair businesses.

Income on Transportation

Under IFRS, income on transportation reflects revenues on transportation less operating costs and expenses. References to operating income
in this Annual Report refer to income on transportation, plus/minus the effect of other income (expenses) as presented in the Financial Statements included elsewhere in this Annual Report.

Total costs and expenses for the year ended December 31, 2010 decreased 3.1% to $270.2 million from $278.9 million for the year
ended December 31, 2009. This decrease was mainly attributable to a decrease of 14.9%, or $10.1 million, in leases and other rents, a decrease of 16.2%, or $4.9 million, in the cost of fuel, materials and supplies, a decrease of 15.4%, or $12.2
million, in salaries, wages and employee benefits. The decrease in 2010 was partly offset by an increase of 35.1%, or $14.9 million, in depreciation and amortization. Operating income increased 19.3% to $35.2 million for the year ended
December 31, 2010 from an operating income of $29.5 million for the year ended December 31, 2009.

The following
table sets forth information concerning the Companys operating income by business segment for the year ended December 31, 2010.



|                               |  |                                                                                           |       |   |      |   |       |                         |  |  |       |   
|------------------------------ |  | ----------------------------------------------------------------------------------------- | ----- | - | ---- | - | ----- | ----------------------- |  |  | ----- | --
|                               |  | Grupo TMM OperationsIncome on
Transportation (1)(2)($ in
millions)Year Ended December 31, |      
|                               |  | 2010                                                                                      |       |   | 2009 |   |       | Y2010 
vs.Y2009% Change | 
|Ports and Terminals Operations |  | $                                                                                         | 3.7   |   |      | $ | 1.4   |                         |  |  | 164.3 | % 
|Maritime Operations            |  |                                                                                           | 59.8  |   |      |   | 55.7  |                         |  |  | 7.4   | % 
|Logistics Operations           |  |                                                                                           | (13.5 | ) |      |   | (9.9  | )                       |  |  | (36.4 | )%
|Shared Corporate Costs         |  |                                                                                           | (14.8 | ) |      |   | (17.7 | )                       |  |  | 16.4  | % 
|                               |  |                                                                                           |       |   |      |   |       |                         |  |  |       |   
|Total                          |  | $                                                                                         | 35.2  |   |      | $ | 29.5  |                         |  |  | 19.3  | % 
|                               |  |                                                                                           |       |   |      |   |       |                         |  |  |       |   



|(1) | Operating results are reported as Income on Transportation in our Financial Statements included elsewhere in this Annual Report.
|--- | --------------------------------------------------------------------------------------------------------------------------------

|(2) | To better reflect Grupo TMMs corporate costs, the Company modified the presentation of its corporate expenses as of December 31, 2010 and
2009, separating human resources and information technology costs to be allocated to each business unit in accordance with their use. Income on transportation includes the following allocated total administrative costs: In 2010: $1.6 million in
Ports and Terminals Operations, $6.2 million in Maritime Operations, $10.4 million in Logistics Operations and $15.4 million in shared corporate costs. In 2009: $1.1 million in Ports and Terminals Operations, $5.8 million in Maritime Operations,
$12.0 million in Logistics Operations and $15.1 million in shared corporate costs.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Ports and
Terminals Operations

Ports and Terminals Operations operating income for the year ended December 31, 2010
increased to $3.7 million, after deducting $1.6 million of administrative costs, compared to $1.4 million, after deducting $1.1 million of administrative costs, for the year ended December 31, 2009. The increase was primarily due to the
recovery of cruise ship activity at Acapulco after concerns about the so-called swine flu or H1N1 flu caused cruise ship calls to decrease in 2009.



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##### Table of Contents

Maritime Operations

Maritime Operations operating income for the year ended December 31, 2010 increased to $59.8 million, after deducting $6.2
million of administrative costs, compared to $55.7 million, after deducting $5.8 million of administrative costs in 2009. This increase was mainly due to the improved profitability of our product tanker business, as all vessels operated under
charter contracts, and our harbor tugboat operations due to higher volumes in 2010 as a result of a recovery in the number of calls at Manzanillo.

Logistics Operations

Logistics Operations incurred an operating
loss for the year ended December 31, 2010 of $13.5 million, after deducting $12.0 million of administrative costs, compared to a loss of $9.9 million, after deducting $12.0 million of administrative costs, for the year ended December 31,
2009. The operating loss in 2010 resulted primarily from an operating loss in our warehousing business due to increased costs and a decline in operations related to agricultural products. We are considering some additional expense provisions related
to our warehousing business.

Net Financing Cost



|                   |  |                                        |       |  |      |   |       |                         |  |  |     |  
|------------------ |  | -------------------------------------- | ----- |  | ---- | - | ----- | ----------------------- |  |  | --- | -
|                   |  | ($ in millions)Year Ended
December 31, |      
|                   |  | 2010                                   |       |  | 2009 |   |       | Y2010 
vs.Y2009% Change | 
|Net Financing Cost |  | $                                      | 108.1 |  |      | $ | 118.4 |                         |  |  | 8.7 | %

Net financing cost recognized during the year ended December 31, 2010 was a $108.1 million expense,
compared to a $118.4 million expense incurred during the year ended December 31, 2009. The decrease was primarily due to the decrease in interest expenses on obligations from sale of receivables. (See Note 13 to the accompanying Audited
Consolidated Financial Statements contained elsewhere herein).

Other Expenses  Net



|                     |  |                                        |      |   |      |   |      |                        |  |  |      |  
|-------------------- |  | -------------------------------------- | ---- | - | ---- | - | ---- | ---------------------- |  |  | ---- | -
|                     |  | ($ in millions)Year Ended
December 31, |     
|                     |  | 2010                                   |      |   | 2009 |   |      | Y2010 vs.Y2009% Change | 
|Other expenses  net |  | $                                      | (5.1 | ) |      | $ | (5.7 | )                      |  |  | 10.5 | %

Other expenses  net for the year ended December 31, 2010 was $5.1 million and included
primarily a $2.6 million loss on the sale of certain non-strategic subsidiaries. Other expenses  net for the year ended December 31, 2009 was $5.7 million and included primarily $3.5 million of goodwill impairment and $1.2 million of
lease equipment expenses. (See Note 18 to the accompanying Audited Consolidated Financial Statements contained elsewhere herein).

Expenses
from Income Taxes



|                           |  |                                        |     |  |      |   |     |                         |  |  |       |   
|-------------------------- |  | -------------------------------------- | --- |  | ---- | - | --- | ----------------------- |  |  | ----- | --
|                           |  | ($ in millions)Year Ended
December 31, |    
|                           |  | 2010                                   |     |  | 2009 |   |     | Y2010 
vs.Y2009% Change | 
|Expenses from income taxes |  | $                                      | 0.8 |  |      | $ | 1.1 |                         |  |  | (27.3 | %)



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In the year ended December 31, 2010 we incurred a tax expense of $0.8 million,
compared to a tax expense of $1.1 million reported for the year ended December 31, 2009.

Non-controlling Interest



|                         |  |                                        |     |  |      |   |     |                         |  |  |      |  
|------------------------ |  | -------------------------------------- | --- |  | ---- | - | --- | ----------------------- |  |  | ---- | -
|                         |  | ($ in millions)Year Ended
December 31, |    
|                         |  | 2010                                   |     |  | 2009 |   |     | Y2010 
vs.Y2009% Change | 
|Non-controlling interest |  | $                                      | 1.6 |  |      | $ | 1.4 |                         |  |  | 14.3 | %

Non-controlling interest increased to $1.6 million for the year ended December 31, 2010, from $1.4
million for the year ended December 31, 2009. This increase is due to an increase in net income for the year from companies in which we hold a non-controlling interest.

Net Loss for the year attributable to stockholders of Grupo TMM



|                                                                |  |                                        |      |  |      |   |      |                         |  |  |      |  
|--------------------------------------------------------------- |  | -------------------------------------- | ---- |  | ---- | - | ---- | ----------------------- |  |  | ---- | -
|                                                                |  | ($ in millions)Year Ended December
31, |     
|                                                                |  | 2010                                   |      |  | 2009 |   |      | Y2010 
vs.Y2009% Change | 
|Net Loss for the year attributable to stockholders of Grupo TMM |  | $                                      | 80.6 |  |      | $ | 97.1 |                         |  |  | 17.0 | %

In the year ended December 31, 2010, we incurred a net loss of $80.6 million, or $0.80 per Share. In
the year ended December 31, 2009, we recognized net loss of $97.1 million, or $1.70 per Share.

Critical Accounting Policies

Our Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as
issued by the International Accounting Standards Board (IASB).

We have identified certain key accounting policies on which
our financial condition and results of operations are dependent. These key accounting policies most often involve complex matters, may be based on estimates and involve a significant amount of judgment. In the opinion of our management, our critical
accounting policies under IFRS are those related to revenue recognition, financial statement translations into U.S. dollars, and deferred income taxes. For a full description of all of our accounting policies. (See Note 3 to the accompanying Audited
Consolidated Financial Statements contained elsewhere herein).

Revenue Recognition.Voyage revenues (parcel tankers)
are recognized as income at the time the voyage is completed. Revenues associated with voyages in process are deferred and recognized at the conclusion of the voyage. Voyage revenues for the relevant accounting period are recognized as income based
on where the shipments originated and the corresponding destination actually reached during that period. This requires that management, at the cut-off date for each accounting period, estimate the progress of shipments during that period. The income
and costs of services of other non-maritime operations are recognized at the time when services are provided.

Financial
Statement Translations into U.S. Dollars.In preparing our Financial Statements, we translate amounts in other currencies to U.S. dollars under IFRS based on the guidelines established by IAS 21, The Effect of Changes in Foreign Exchange
Rates. Pursuant to the revised version of IAS 21 issued by the IASB (see Note 3 to the accompanying Audited Consolidated Financial Statements contained elsewhere herein) The Effects of Changes in Foreign Exchange Rates, whereby the
concept of functional currency is discussed, Grupo TMM analyzed the economic environment in which its subsidiaries were operating during 2005. The analysis disclosed the need to change the functional currency of some of Grupo TMMs subsidiaries
from the U.S. dollar to the Mexican peso. The revised IAS 21 allows choosing the reporting currency which remained the U.S. dollar in our Financial Statements.



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Deferred Income Taxes.We apply the provisions of IAS 12, Income Taxes.
The guidance under IFRS establishes that the recognition of net operating loss carryforwards should be based on the likelihood that such tax credits will be effectively used to offset future tax liabilities. In making such an evaluation we have to
exercise significant judgment in estimating the level of future taxable income that we will generate and our projections take into consideration certain assumptions, some of which are under our control and others, which are not. Key assumptions
include inflation rates, currency fluctuations and future revenue growth. If our assumptions are not accurate, the amount of tax credits we have recognized could be significantly impacted.

Impairment of Long-Lived Assets.The Company reviews the carrying value of intangible assets and long-lived assets annually and
impairments are recognized whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An impairment loss is recognized for the amount by which the carrying amount of the assets exceeds its recoverable
amount, which is the higher of an assets net selling price and its value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable discounted cash flows.

Measurement of the impairment loss is based on the fair value of the asset which is determined based on management estimates and
assumptions and by making use of available market data, evaluated in accordance with IAS 36. In evaluating the carrying value and useful lives of long-lived assets, the Company reviews indicators of potential impairment, such as the present value of
discounted projected operating cash flows generated for the useful service life of the asset, asset sale and purchase values, business plans and overall market conditions.

In evaluating the Companys vessels for impairment, the Company determines the value of the vessel by calculating the present value of its discounted projected operating cash flows over the course of
its useful life (assuming a standard useful life of 25 years) and the expected residual value of the vessel. For each type of vessel, discounted projected operating cash flows are calculated based upon assumptions that include the vessels
average charter rate in the international market during the previous 10 years and current charter rates as indicated by recognized industry markers such as the Baltic Dry Index. The residual value of a vessel is calculated based on average
international scrap prices during the previous 10 years multiplied by a coefficient based on market transactions for similar vessels. The operational cost of each vessel is derived by using the average of the previous 10 years (if data is only
available for a shorter period, a shorter period is used), with cost projections determined based on the current use and maintenance expenses actually incurred, including drydocking and other costs. The impairment calculation methodology also
incorporates an annual rate of inflation and a discount rate derived from two components, a cost of debt calculation based on the 10-year U.S. dollar LIBOR average and a cost of equity calculation based on the 10-year average interest rate for
10-year U.S. government bonds. Although the Company believes that the assumptions it incorporates into its calculations are reasonable and appropriate, such assumptions are unavoidably subjective.

For the year ended December 31, 2011, an impairment of $0.9 million was determined with respect to a vessel and an impairment of
$10.4 million was determined with respect to goodwill related to a business, as the recoverable values of the long-lived assets were determined to be lower than their book values. The amounts were determined based on the result of the calculation of
the value in use (discounted cash flow). For the year ended December 31, 2010, no losses for impairment were determined as the recoverable values for the long-lived assets were significantly higher than their book values. For the year ended
December 31, 2009 an impairment of $3.5 million was determined based on the result of the calculation of the value in use (discounted cash flows).

Financial instruments.Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the financial instrument. Financial assets are
derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged,
cancelled or expires. Financial assets and financial liabilities are measured initially at fair value adjusted by transactions costs, except for financial assets and financial liabilities carried at fair value through profit or loss, which are
measured initially at fair value. Financial assets and financial liabilities are measured subsequently as described below.



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Financial assets

For the purpose of subsequent measurement, financial assets other than those designated and effective as hedging instruments are
classified into the following categories upon initial recognition:



| |  |  | loans and receivables
| | - |  | ---------------------



| |  |  | financial assets at fair value through profit or loss
| | - |  | -----------------------------------------------------



| |  |  | held-to-maturity investments
| | - |  | ----------------------------



| |  |  | available-for-sale financial assets.
| | - |  | ------------------------------------

The category determines subsequent measurement and whether any resulting income and expense is recognised in profit or loss or in other comprehensive income. All financial assets except for those at fair
value through profit or loss are subject to review for impairment at least at each reporting date. Financial assets are impaired when there is any objective evidence that a financial asset or a group of financial assets is impaired. Different
criteria to determine impairment are applied for each category of financial assets, which are described below. All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs,
finance income or other financial items, except for impairment of trade receivables which is presented within other expenses.

Financial liabilities

The Companys financial liabilities include
borrowings, trade and other financial liabilities are measured subsequently at amortised cost using the effective interest method, except for financial liabilities held for trading or designated at fair value through profit or loss, that are carried
subsequently at fair value with gains or losses recognised in profit or loss.

Derivative financial instruments

A specific accounting treatment is required for derivatives designated as hedging instruments in cash flow hedge
relationships. To qualify for hedge accounting, the hedging relationship must meet several strict conditions with respect to documentation, probability of occurrence of the hedged transaction and hedge effectiveness. All other derivative financial
instruments are accounted for at fair value through profit or loss. For the reporting periods under review, the Company has entered into a hedging derivative financial instrument for the next two years. This instrument has been entered into to
mitigate interest rate risk arising from the trust certificates issued under the Companys Trust Certificates Program. All derivative financial instruments used for hedge accounting are recognised initially at fair value and reported
subsequently at fair value in the statement of financial position. To the extent that the hedge is effective, changes in the fair value of derivatives designated as hedging instruments in cash flow hedges are recognised in other comprehensive income
and included within the cash flow hedge reserve in equity. Any ineffectiveness in the hedge relationship is recognised immediately in profit or loss. If a forecast transaction is no longer expected to occur or if the hedging instrument becomes
ineffective, any related gain or loss recognised in other comprehensive income is transferred immediately to profit or loss.

Recent Accounting Pronouncements IFRS

The 2010 Improvements to the International Financial Reporting Standards (IFRS) published by the International Accounting Standards Board (IASB) consider various minor changes to a series of IFRS. The
only relevant modification for Grupo TMM concerns IAS 1 Presentation of Financial Statements. Grupo TMM already presents the conciliations for each component of other comprehensive balances in its consolidated statement of changes in stockholder
equity. Consequently, the comparative figures for the previous year have been reclassified.

As of the date of this Annual
Report, certain new standards, modifications and interpretations to existing standards have been published by the IASB but are not yet effective, and have not been adopted early by Grupo TMM.

Management anticipates that each of the relevant pronouncements will be adopted into Grupo TMMs accounting policies for the first
period beginning after the effective date of the pronouncement. Information on new



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##### Table of Contents

standards, modifications and interpretations that are expected to be relevant to Grupo TMMs financial statements is provided below. Certain other new standards and interpretations have been
issued but are not expected to have a material impact on the Companys consolidated financial statements.

IFRS 9
Financial Instruments (IFRS 9).The objective of the IASB is to replace International Accounting Standards (IAS) 39, Financial Instruments: Recognition and Measuring. IFRS 9 is being released in stages. To date, the chapters that discuss the
recognition, classification, measuring, and disposal of financial assets and liabilities have been issued. These chapters are applicable for years starting January 1, 2012. The chapters on the methodology for impairment and hedge accounting are
still being developed.

Management has not yet considered the impact of this new standard on the consolidated financial
statements for Grupo TMM. However, the Company does not expect to implement IFRS 9 until all its chapters have been released and the full impact of all the changes made can be evaluated.

Consolidation Standards.A package of consolidation standards is applicable for years starting on or after January 11, 2013.
The information for these new standards is presented below. Management has not yet considered the impact of these new revised standards on the consolidated financial statements of Grupo TMM.

IFRS 10 Consolidated Financial Statements (IFRS 10).IFRS 10 replaces IAS 27 Consolidated and Separated Financial Statements (IAS
27) and SIC 12 Consolidation of Specific Purpose Entities. The definition of control was revised together with a guide for identifying interest in a subsidiary. However, the requisites and the mechanics for the consolidation and accounting of
non-controlling interests and changes in control remain the same.

IFRS 11 Joint ventures (IFRS 11).IFRS 11
replaces IAS 31 Participation in joint ventures. It more closely aligns the accounting of investors with the rights and obligations of the joint venture. In addition, the option in IAS 31 to use proportionate consolidation for joint ventures has
been eliminated. IFRS 11 now requires the use of the participation method, which is currently used for investments in associates.

IFRS 12 Disclosure of interest in other entities (IFRS 12).IFRS 12 contains, and makes consistent, the disclosure requirements for the different types of investments, including unconsolidated
structured entities. It incorporates new disclosure requirements for the risks to which an entity is exposed in terms of its interest in structured entities.

Changes made to IAS 27 and IAS 28 Investments in associates and joint ventures.IAS 27 is now only concerned with individual financial statements. IAS 28 incorporates investments in joint ventures
under its scope. However, the methodology of the participation method of IAS 28 remains unchanged.

IFRS 13
Measuring fair value.IFRS 13 does not affect the entries required to be considered at fair value, but it does clarify the definition of fair value and provides a guide and improved disclosures regarding the measuring of fair value. This IFRS
applies to years starting on or after January 1, 2013. Management has not yet considered the impact of this new standard.

Changes to IAS 1 Presentation of financial statements.The changes made to IAS 1 require an entity to present a group of entries in other comprehensive balances where, according to other
IFRSs: (a) these will not be reclassified subsequent to the profit or loss, and (b) these will be reclassified subsequent to the profit or loss when certain conditions are met. These changes are applicable to years starting on or
after July 1, 2012.

Management expects this to change the current presentation of the entries for other
comprehensive balances, however the measuring or recognition of these entries will not be affected.

Changes to IAS 19.The changes made to IAS 19 include a series of specific improvements to the Standard. The most significant refers to defined benefit plans. These changes:



| |  |  | eliminated the fluctuation band method, requiring entities to recognize all profits and losses incurred for the period reported
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



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| |  |  | standardized the reporting of changes in plan assets and liabilities
| | - |  | --------------------------------------------------------------------



| |  |  | increased the disclosure requirements, including information on the characteristics of the defined benefit plans and the risks to which the entities
are exposed through participation in these.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The revised version of IAS 19 applies for years starting on or
after January 1, 2013. Management has not yet considered the impact of this new revised Standard on the consolidated financial statements of Grupo TMM.

Liquidity and Capital Resources

Our business is capital intensive and
requires ongoing expenditures for, among other things, improvements to ports and terminals, infrastructure and technology, capital expenditures for vessels and other equipment, leases and repair of equipment and maintenance of our vessels. Our
principal sources of liquidity consist of cash flows from operations, existing cash balances, sales of assets and debt financing.

Grupo TMM is primarily a holding company and conducts the majority of its operations, and holds a substantial portion of its operating assets through numerous direct and indirect subsidiaries. As a
result, it relies on income from dividends and fees related to administrative services provided from its operating subsidiaries for its operating income, including the funds necessary to service its indebtedness.

In addition, the Company notes that its financial statements present its debt obligations on a consolidated basis; however 99.3% of the
Companys debt is held directly by its subsidiaries, each of which services its own debt out of its operating income. Management believes that these factors will enable the Company to remain current in its debt repayments notwithstanding the
Mexican Law restriction on the distribution of profits by subsidiaries described below.

As of December 31, 2011, the
respective debt obligations of each of the Companys subsidiaries were as follows:



|                                               |  |   |         | 
|---------------------------------------------- |  | - | ------- | 
|TMM División Marítima, S. A. de C. V.          |  | $ | 698,779 | 
|TMM Parcel Tankers, S.A. de C.V.               |  |   | 27,493  | 
|Transportación Maritima Mexicana, S.A. de C.V. |  |   | 5,452   | 
|Lacto Comercial Organizada, S.A. de C.V.       |  |   | 7,130   | 
|Proserpec, S.A.P.I de C.V.                     |  |   | 7,158   | 
|Grupo TMM, S.A.B.                              |  |   | 5,243   | 
|TMM Logistics, S.A de C.V.                     |  |   | 1,246   | 
|                                               |  |   |         | 
|Total                                          |  | $ | 752,501 | 

Under Mexican law, dividends from our subsidiaries, including a pro rata share of the available proceeds
of our joint ventures, may be distributed only when the shareholders of such companies have approved the corresponding financial information, and none of our subsidiaries or joint venture companies can distribute dividends to us until losses
incurred by such subsidiary have been recouped. In addition, at least 5% of profits must be separated to create a reserve (fondo de reserva)until such reserve is equal to 20% of the aggregate value of such subsidiarys capital stock (as
calculated based on the actual nominal subscription price received by such subsidiary for all issued shares that are outstanding at the time).

As of March 31, 2012, Grupo TMMs total debt amounted to $806.5 million, which includes $737.0 million under our Mexican Peso-Denominated Trust Certificates Program and $69.5 million of bank
debt owed to several different banks; of this debt, $14.0 million is short-term debt, and $792.5 million is long-term debt. Under IFRS, transaction costs in connection with financings are required to be accounted for as debt.

As of December 31, 2011 and March 31, 2012, we were in compliance with all of the restrictive covenants contained in our
financing agreements.



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As of December 31, 2011, Grupo TMMs total debt amounted to $752.5 million, which
includes $684.3 million under our Mexican Peso-Denominated Trust Certificates Program, and $68.2 million of bank debt owed to several different banks; of this debt, $17.2 million was short-term debt, and $735.3 million was long-term debt.

Our total shareholders equity in 2011, including non-controlling interest in consolidated subsidiaries, was $108.4
million, resulting in a debt-to-equity ratio of 6.9.

As of December 31, 2010, Grupo TMMs total debt amounted to
$872.1 million, which includes $786.4 million under our Mexican Peso-Denominated Trust Certificates Program, $11.8 million under our Securitization Facility, and $73.9 million of bank debt owed to several different banks; of this debt, $34.9 million
was short-term debt, and $837.2 million was long-term debt.

Our total shareholders equity in 2010, including
non-controlling interest in consolidated subsidiaries, was $104.9 million, resulting in a debt-to-equity ratio of 8.3.

As of
December 31, 2009, Grupo TMMs total debt amounted to $784.4 million, which includes $679.3 million under our Mexican Peso-Denominated Trust Certificates Program, $19.9 million under our Securitization Facility, and $85.2 million of bank
debt owed to several different banks; of this debt, $23.9 million was short-term debt, and $760.5 million was long-term debt.

Our total shareholdersequity in 2009, including non-controlling interest in consolidated subsidiaries, was $119.8 million,
resulting in a debt-to-equity ratio of 6.5.

As of December 31, 2008, Grupo TMMs total debt amounted to $817.5
million, which included $626.1 million under our Mexican Peso-Denominated Trust Certificates Program, $116 million under the Securitization Facility with Deutsche Bank AG and $75.4 million of bank debt owed to several different banks; of this debt,
$36.1 million was short-term debt, and $781.4 million was long-term debt.

Our total shareholders equity in 2008,
including non-controlling interest in consolidated subsidiaries, was $171.2 million, resulting in a debt-to-equity ratio of 4.8.

On January 9, 2008, Grupo TMM (through its subsidiary TMM Remolcadores, S. A. de C. V.) entered into a financing agreement for the acquisition of two tugboats in the amount of $11.9 million (85% of
the vessels purchase price) with a term of seven years, at a fixed rate of 6.35% with quarterly payments of principal and interest. This financing facility was fully prepaid on July 29, 2010 with proceeds from the fourth issuance under
our Trust Certificates Program.

On January 11, 2008, in order to refinance the acquisition of ADEMSA, Grupo TMM closed a
financing agreement in the amount of $8.5 million with a term of seven years, at a fixed rate of 8.01% with semi-annual payments of principal starting on January 2010 and semi-annual interests payments.

On January 24, 2008, through its subsidiary TMM Flota Maritíma, S. A. de C. V., Grupo TMM obtained a financing facility of up
to $100 million for the acquisition and construction of vessels to be delivered from 2008 through 2010. The financing facility was used for the acquisition of one supply vessel for $32.8 million (90% of the purchase price) for a term of seven years.
The facility included two kinds of loans, the senior loan of $27.4 million at variable rate of Libor +185 basis points and the junior loan of $5.4 million at variable rate of Libor + 400 basis points, with monthly payments of principal and interest.
Both loans were fully prepaid on April 30, 2008 with the proceeds of the second issuance of the Trust Certificates Program.

On April 30, 2008, Grupo TMM issued securities under the second tranche of its Trust Certificates Program for Ps. 1.55 billion, or approximately $136.9 million, at Mexicos interbank equilibrium
interest rate, TIIE, plus 195 basis points. The proceeds from the second tranche of this program were used to acquire additional tankers and offshore vessels, to repay existing debt, to fund required cash reserves and to pay issuance-related
expenses.



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On July 1, 2008, Grupo TMM issued securities under the third tranche of its Trust
Certificates Program for Ps. 4.39 billion, or approximately $425.9 million, at Mexicos interbank equilibrium interest rate, TIIE, plus 219 basis points. The proceeds from the third tranche of this program were used to acquire additional
offshore vessels, to fund required cash reserves and to pay issuance-related expenses.

In June 2009, Grupo TMM (through its
subsidiary TMM División Marítima, S.A. de C.V.) obtained a line of credit in dollars for working capital and/or current accounts for $25.0 million (approximately Ps. 326.1 million) at a variable rate, maturing in June 2015. See
Other Debt.

In November 2009, Grupo TMM obtained a line of credit in Mexican pesos in two tranches, one for
working capital and the second for the issuance of letters of credit, for a total of approximately $16.5 million (Ps. 215.0 million), maturing in November 2012, at a variable rate with monthly interest payments. See Other Debt.

In December 2009, Grupo TMM restructured its Securitization Facility, resulting in the cancellation of approximately $80.5
million in certificates issued under the Facility and the release of certain subsidiaries from participation in the Facility. See Item 4. Information on the Company  Recent Developments  Restructuring and Termination of
Receivables Securitization Facility; Associated Capital Increase.

On July 29, 2010, Grupo TMM issued trust
certificates under the fourth issuance of its Trust Certificates Program in the amount of Ps. 10.5 billion, or approximately $848.0 million, at Mexicos interbank equilibrium interest rate, TIIE, plus 245 basis points. The proceeds from the
fourth issuance have been used to prepay the previous three issuances, thereby consolidating the debt under the program, and to refinance other vessel financings, to fund required cash reserves and to pay issuance-related expenses.

On May 13, 2011, the Company entered into an agreement with Deutsche Bank AG London pursuant to which the Company repurchased all of
the certificates held by Deutsche Bank AG London for a total of approximately $9.1 million (approximately Ps. 112.9 million), and all of the certificates were subsequently cancelled concurrently with the cancellation of the subordinated trust
certificates held by VEX. The Company formally terminated the facility effective June 30, 2011. See Item 4. Information on the Company  Recent Developments  Restructuring and Termination of Receivables Securitization
Facility; Associated Capital Increase.

As of March 31, 2012, we had net working capital (current assets less
current liabilities) of $35.4 million. We had net working capital of $52.7 million, $107.6 million and $77.6 million as of December 31, 2011, December 31, 2010, and December 31, 2009, respectively. The decrease in net working
capital from December 31, 2010 to December 31, 2011 was primarily attributable to a decrease of $19.1 million in cash and cash equivalents, of which $11.7 million was a decrease in restricted cash on hand, which was partially offset by an
increase in short-term debt of $6.9 million.

Information on Cash Flows

Summary cash flow data for the years ended December 31, 2011, 2010 and 2009 is as follows:



|                                               |  |                          |          |   |      |   |         |      |  |   |         |  
|---------------------------------------------- |  | ------------------------ | -------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                               |  | Years Ended December 31, |         
|                                               |  | 2011                     |          |   | 2010 |   |         | 2009 | 
|                                               |  | ($ in thousands)         |         
|Operating activities                           |  |                          | 71,657   |   |      |   | 96,068  |      |  |   | 124,262 |  
|Investing activities                           |  |                          | (17,578  | ) |      |   | (22,748 | )    |  |   | (57,874 | )
|Financing activities                           |  |                          | (102,031 | ) |      |   | (7,818  | )    |  |   | (91,330 | )
|Currency exchange effect on cash               |  |                          | (5,590   | ) |      |   | 4,416   |      |  |   | 5,053   |  
|                                               |  |                          |          |   |      |   |         |      |  |   |         |  
|Net decrease in cash and cash equivalents      |  |                          | (53,542  | ) |      |   | 69,918  |      |  |   | (19,889 | )
|Cash and cash equivalents at beginning of year |  |                          | 89,936   |   |      |   | 20,018  |      |  |   | 39,907  |  
|                                               |  |                          |          |   |      |   |         |      |  |   |         |  
|Cash and cash equivalents at end of year       |  | $                        | 36,394   |   |      | $ | 89,936  |      |  | $ | 20,018  |  
|                                               |  |                          |          |   |      |   |         |      |  |   |         |  

For the year ended December 31, 2011, the Companys consolidated cash position decreased by
$53.5 million from the year ended December 31, 2010. This decrease was mainly attributable to a $102.0 million payment of debt under the Securitization Facility and others loans and $17.6 million of investments in fixed assets which was
partially offset by $11.6 million of restricted cash.



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For the year ended December 31, 2010, the Companys consolidated cash position
increased by $69.9 million from the year ended December 31, 2010. This increase was mainly attributable to a $7.8 million payment of debt under the Securitization Facility and others loans and $22.7 million of investments in fixed assets which
was partially offset by $11.8 million of restricted cash.

For the year ended December 31, 2009, the Companys
consolidated cash position decreased by $19.9 million from the year ended December 31, 2008. This decrease was mainly attributable to a $91.3 million payment of debt under the Securitization Facility and others loans and $57.9 million of
investments in fixed assets which was partially offset by $64 million of restricted cash.

Our Cash Flows from Operating
Activities

Net cash flows provided by operating activities amounted to $71.7 million in the year ended
December 31, 2011 compared to net cash used in operating activities of $96.1 million in the year ended December 31, 2010. This decrease in cash generation is mainly due to a reduction in income from offshore vessels and tankers caused by
lower average daily rates for four vessels operating less compared with 2010.

Net cash flows provided by operating activities
amounted to $96.1 million in the year ended December 31, 2010 compared to net cash used in operating activities of $124.2 million in the year ended December 31, 2009. This decrease was primarily due to a decrease in restricted funds and by
a decrease in working capital principally due to a decrease in collections from customers and an increase in transaction costs related to debt financing.

The following table summarizes cash flows from operating activities for the periods indicated:



|                                                     |  |                          |         |   |      |   |         |      |  |   |         |  
|---------------------------------------------------- |  | ------------------------ | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                     |  | Years Ended December 31, |        
|                                                     |  | 2011                     |         |   | 2010 |   |         | 2009 | 
|                                                     |  | ($ in thousands)         |        
|Net (Loss) Income for the year                       |  | $                        | 16,222  |   |      | $ | (78,916 | )    |  | $ | (95,670 | )
|Depreciation and amortization and other amortization |  |                          | 62,778  |   |      |   | 67,008  |      |  |   | 51,489  |  
|(Provision) benefit for income taxes                 |  |                          | 3,304   |   |      |   | 819     |      |  |   | 1,087   |  
|Gain on sale of fixed assetsnet                     |  |                          | (498    | ) |      |   | 679     |      |  |   | (3,267  | )
|Impairment test in long-lived assets                 |  |                          | 10,426  |   |      |   |        |      |  |   | 3,485   |  
|(Increase) decrease in restricted cash               |  |                          | 11,654  |   |      |   | 11,843  |      |  |   | 64,314  |  
|Provision for interests on debt                      |  |                          | 68,870  |   |      |   | 66,148  |      |  |   | 81,542  |  
|Exchange loss (gain) -Net                            |  |                          | (93,216 | ) |      |   | 37,936  |      |  |   | 27,392  |  
|Total changes in operating assets and liabilities    |  |                          | (7,883  | ) |      |   | (9,449  | )    |  |   | (6,110  | )
|                                                     |  |                          |         |   |      |   |         |      |  |   |         |  
|Net cash provided by (used in) operating activities  |  | $                        | 71,657  |   |      | $ | 96,068  |      |  | $ | 124,262 |  
|                                                     |  |                          |         |   |      |   |         |      |  |   |         |  

Our Cash Flows from Investing Activities

Net cash used in investing activities for the year ended December 31, 2011 was $17.6 million, which included $15.4 million for the
acquisition of vessels and operating equipment, which was partially offset by the sale of operating equipment for $3.8 million. Net cash used in investing activities for the year ended December 31, 2010 was $22.7 million, which included $32.1
million for the acquisition of vessels and operating equipment, which was partially offset by the sale of operating equipment for $5.3 million, and the sale of certain non-strategic subsidiaries for $4.1 million. Net cash used in investing
activities for the year ended December 31, 2009 was $57.9 million, which included $73.5 million for the acquisition of vessels and operating equipment, which was partially offset by the sale of operating equipment for $15.8 million, and the
sale of certain non-strategic subsidiaries for $0.2 million.

See  Capital Expenditures and Divestitures
below for further details of capital expenditures and divestitures relating to the years ended December 31, 2011, 2010 and 2009, respectively.

Our Cash Flows from Financing Activities

For the year ended
December 31, 2011, cash used by financing activities amounted to $102.0 million, which resulted primarily from the payment of debt under the Securitization Facility, our Trust Certificates Program and others loans.



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For the year ended December 31, 2010, cash used by financing activities amounted to
$7.8 million, which resulted primarily from the payment of debt under the Securitization Facility and others loans.

For the
year ended December 31, 2009, cash used by financing activities amounted to $91.3 million, which resulted primarily from the payment of debt under the Securitization Facility and others loans.

Business Plan

In 2007, 2008, 2009, 2010 and 2011 the Company made significant capital expenditures as described below in Capital Expenditures and Divestitures.

Maritime Operations. Our intention is to continue growing our offshore and product tanker vessels businesses through the
acquisition of additional vessels that should meet PEMEXs long-term needs, as well as chartering vessels for short-term future bids or contracts. With regard to our product tanker business, we have entered into one product tanker contract with
PEMEX under bareboat charters for a five-year term, which began operations in August 2009, and four product tankers received short-term timecharter contracts with PEMEX. In addition, we acquired a shipyard at Tampico that should enable us to
generate additional savings in our vessel maintenance and repair costs while improving our profitability.

Ports and
Terminals Operations. We continue to work closely with select, interested parties on the financial implementation of our plan to develop a container terminal and a liquids terminal at the port of Tuxpan, Veracruz, where we own over 2,000 acres
of land. We expect the container terminal will help us meet the increasing demand in the Gulf of Mexico resulting from the growth of the Mexican market. The liquids terminal should help us manage current gasoline and diesel imports as well as
increased imports which are expected to result from the construction of a pipeline and a berthing position. These developments should improve the current system, which utilizes buoys for the discharge of the gasoline, by reducing the amount of time
needed to discharge a vessel and decreasing the number of operating days lost due to weather conditions.

Logistics
Operations. We intend to expand our alliances with leading companies in the multimodal transportation and logistics businesses, purchase and refurbish certain equipment that will enable us to perform services we previously outsourced, and expand
on our Multipurpose Yards concepts in the Mexican industry. We also intend to participate further in value added businesses such as less than truck load services (i.e., combining cargo from different customers in order to complete a
truck load), refrigerated distribution services and other land transportation and logistics related businesses.

We intend to
finance the above mentioned projects through secured credit arrangements and other asset-backed financings. We cannot guarantee the success of any of the plans discussed above or that we will obtain any of the additional financing necessary to
pursue the plans.

Our Ability to Continue as a Going Concern

The auditors report on our Financial Statements for the year ended December 31, 2011 includes an explanatory paragraph
describing the existence of substantial doubt about our ability to continue as a going concern. The report observes that (i) the continuation of the Company as an ongoing business depends on our compliance with our financial
obligations on a regular basis, (ii) to be successful in our new investments we need to increase our fleet of vessels and take into consideration the requirements of PEMEX and our other clients and (iii) the Financial Statements do not
include any adjustment over the assets or liabilities that could be necessary if the company is not able to continue as an ongoing business.

We have taken certain steps to improve our operating and financial results. The acquisition program for a new fleet of ships has been completed, and our administrative expenses are unchanged. We have
consolidated and repaid several loans. On May 13, 2011, we prepaid the remaining balance of our Securitization Facility in an amount of approximately $9.1 million. On July 29, 2010, we used our fourth issuance of trust certificates under
our Trust Certificates Program in an amount of 10.5 billion Pesos to repay and consolidate the first three issuances (see Note 13 to the accompanying Audited Consolidated Financial Statements contained elsewhere herein) and to repay our line of
credit with Natixis. In addition, our line of credit with DVB Bank SE was restructured on April 4, 2010 with better conditions. These transactions are all expected to reduce the Companys financial expenses.



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During 2011, the Company continued to pay its obligations under its current debt agreements.
In addition, the Company prepaid the Securitization Facility, restructured and partially prepaid debt related to parcel tankers with Deutsche Bank, and prepaid principal under the Trust Certificates Program. The depreciation of the peso also had the
effect of reducting the amount of the total debt expressed in U.S. dollars.

Our Maritime Operations have developed into our
most profitable business in recent years, becoming more efficient with the same level of income. Accordingly, we continue to focus on expanding our Maritime Operations to increase our fleet of specialized vessels to meet the growing demand for
deep-water exploration in Mexico. Our January 2012 acquisition of a shipyard in the port of Tampico, Mexico should enable us to generate additional savings in our vessel maintenance and repair costs while improving our profitability. We expect the
shipyard to generate an annual EBITDA of approximately $2.1 million and a margin of 32% during its first year of operation. In the long term, we expect to have the capacity to be able to build vessels at the shipyard, enabling us to compete in the
growing market for new offshore vessels.

In the medium term we plan to develop a container terminal and a liquids terminal at
the port of Tuxpan, Veracruz. The container terminal should help us satisfy increased demand in the Gulf of Mexico, while the liquids terminal should help us manage current imports of gasoline and diesel fuel as well as increased imports which are
expected to result from the construction of a pipeline and a berthing position.

In addition, we are continuing to streamline
our operations to reduce the number of companies within our organizational structure and related operating costs so as to better focus managements attention on our most profitable businesses.

Management believes that in 2012 Grupo TMMs business will see a gradual increase in income and cash flow from operations. These
increases are expected to be derived from business levels and assets that were substantially in place as of the end of the 2011 fiscal year. Management also believes that the projects described above will permit the Company to continue on its
positive trend of increasing efficiency and coverage ratios and realizing its current strategy of creating a healthy and competitive financial structure.

Although we believe that the above-mentioned changes should be enough to provide the Company with the ability to continue as a going concern, we can give no assurance that they will produce the desired
result.

See Item 3. Key Information  Risk Factors  Risks Relating to Our Business relating to
our financial condition in recent years and other factors which raise substantial doubt about our ability to continue as a going concern and could result in our dissolution under Mexican Corporate Law.

Capital Expenditures and Divestitures

The following tables set forth our principal capital expenditures and divestitures during the last three years:

Our Principal Capital Expenditures for the Last Three Years

($ in millions)



|                                 |  |                          |      |  |          |   |      |          |  |   |      | 
|-------------------------------- |  | ------------------------ | ---- |  | -------- | - | ---- | -------- |  | - | ---- | 
|                                 |  | Years Ended December 31, |     
|                                 |  | 2011 (a)                 |      |  | 2010 (b) |   |      | 2009 (c) | 
|Capital Expenditures by Segment: |  |                          |      |  |          |   |      |          |  |   |      | 
|Ports and Terminals Operations   |  | $                        | 5.1  |  |          | $ | 2.5  |          |  | $ | 0.5  | 
|Maritime Operations              |  |                          | 9.4  |  |          |   | 14.7 |          |  |   | 67.2 | 
|Logistics Operations             |  |                          | 0.5  |  |          |   | 5.5  |          |  |   | 1.4  | 
|Corporate                        |  |                          | 0.4  |  |          |   | 9.4  |          |  |   | 4.4  | 
|                                 |  |                          |      |  |          |   |      |          |  |   |      | 
|Total                            |  | $                        | 15.4 |  |          | $ | 32.1 |          |  | $ | 73.5 | 
|                                 |  |                          |      |  |          |   |      |          |  |   |      | 



|(a) | In 2011, capital expenditures included: (i) Ports and Terminals Operations: $5.1 million in construction in process for the expansion and maintenance of port and
terminal facilities; (ii) Maritime Operations: $5.0 million in equipment improvements, and $4.4 million in construction projects; (iii) Logistics Operations: $0.5 million in construction projects; and (iv) Corporate: $0.4 million in
fixed assets and other strategic corporate projects.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(b) | In 2010, capital expenditures included: (i) Ports and Terminals Operations: $2.5 million in construction in process for the expansion and maintenance of port and
terminal facilities; (ii) Maritime Operations: $6.0 million in acquisition of vessels, $7.5 million in equipment improvements, and $1.2 million in construction projects; (iii) Logistics Operations: $2.8 million in operating equipment and
related fixed assets, and $2.7 million in construction projects; and (iv) Corporate: $9.4 million in fixed assets and other strategic corporate projects.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | In 2009, capital expenditures included: (i) Ports and Terminals Operations: $0.5 million in construction in process for the expansion and maintenance of port and
terminal facilities; (ii) Maritime Operations: $30.1 million in acquisition of vessels, $7.3 million in advances toward the construction of vessels, $28.5 million in equipment improvements, and $1.3 million in construction projects;
(iii) Logistics Operations: $0.5 million in operating equipment and related fixed assets, $0.9 million in construction projects; and (iv) Corporate: $4.4 million in fixed assets and other strategic corporate projects.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our Principal Capital Divestitures for the Last Three Years

($ in millions)



|                               |  |                          |     |  |          |   |     |          |  |   |      |  
|------------------------------ |  | ------------------------ | --- |  | -------- | - | --- | -------- |  | - | ---- | -
|                               |  | Years Ended December 31, |    
|                               |  | 2011 (a)                 |     |  | 2010 (b) |   |     | 2009 (c) | 
|Capital Divestitures:          |  |                          |     |  |          |   |     |          |  |   |      |  
|Sale of shares of subsidiaries |  | $                        |    |  |          | $ | 4.1 |          |  | $ | (0.2 | )
|Other assets                   |  |                          | 3.8 |  |          |   | 5.3 |          |  |   | 15.8 |  
|                               |  |                          |     |  |          |   |     |          |  |   |      |  
|Total                          |  | $                        | 3.8 |  |          | $ | 9.4 |          |  | $ | 15.6 |  
|                               |  |                          |     |  |          |   |     |          |  |   |      |  



|(a) | In 2011, capital divestitures included $3.8 million from the sale of other fixed assets.
|--- | ----------------------------------------------------------------------------------------

|(b) | In 2010, capital divestitures included $5.3 million from the sale of other fixed assets.
|--- | ----------------------------------------------------------------------------------------

|(c) | In 2009, capital divestitures included $15.8 million from the sale of other fixed assets.
|--- | -----------------------------------------------------------------------------------------

Securitization Facility

On September 25, 2006, the Company entered into the Securitization Facility with Deutsche Bank, AG for $200 million, at an annual fixed interest rate of approximately 12.5%, using many of the
structural features of the previous securitization transactions.

On December 18, 2009, as part of the restructuring of
the Companys Securitization Facility, VEX, an affiliate of the Company, purchased certificates with a face value of $86.5 million (approximately Ps. 1.1287 billion). VEX is a Mexican company in which José F. Serrano Segovia (our
principal stockholder and Chairman of our Board of Directors) holds a minority equity interest and controls 100% of the voting stock; the remaining equity interest in VEX is held by related and unrelated investors through non-voting shares (see Note
17 to the accompanying Audited Consolidated Financial Statements contained elsewhere herein).

In addition, as part of the
restructuring, certain conditions of the Securitization Facility were modified. Among others, the logistics division subsidiaries (TMM Logistics, S.A. de C.V. and Lacto Comercial Organizada, S.A. de C.V.) were released from the Facility and
consequently the accounts receivable generated by these subsidiaries will no longer be assigned to the Trust. See Item 4. Information on the Company  Recent Developments  Restructuring and Termination of Receivables
Securitization Facility; Associated Capital Increase.

To improve the Companys amortization profile and to
decrease financial expenses, in mid-2010 we began discussing with Deutsche Bank AG London the repurchase of the trust certificates held by Deutsche Bank under our Securitization Facility. In May 2011, the Company finalized the early repurchase of
all the certificates held by Deutsche Bank for a total of approximately $9.1 million (approximately Ps. 112.9 million), and all of the certificates were subsequently cancelled concurrently with the cancellation of the subordinated trust certificates
held by VEX. The Company formally terminated the Securitization Facility effective June 30, 2011.



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Capital Leases

As of December 31, 2011, the Company had no outstanding capital lease obligations.

Transportation Equipment and Other Operating Leases

We lease, transportation and container-handling equipment, our corporate office building and other assets under agreements which are
classified as operating leases. The terms of these lease agreements vary from 1 to 15 years and contain standard provisions for these types of operating agreements.

Purchase of Two Chemical Tankers

On May 25, 2007 the Company
purchased the M/T Maya and purchased the M/T Olmeca on June 19, 2007. We entered into a 10-year line of credit with DVB Bank SE (formerly DVB Bank AG) in an aggregate amount of $52.5 million to finance the acquisition of
these chemical tankers. Principal and interest under this loan was payable on a monthly basis. Interest was payable at a weighted average rate of 7.61% per annum. On April 4, 2011, the Company entered into an agreement with the bank to
restructure this loan through: (i) full prepayment of the junior loan tranche in an amount totaling $6.5 million (including $0.7 million in breakage costs); (ii) drawing of a new tranche in the amount of $4.0 million with monthly interest
payments and a balloon principal payment due upon maturity in June 2017; and (iii) opening of a bridge tranche with monthly drawings of up to $3.5 million over the next 24 months to reduce the principal payments due on the existing senior loan
tranche. Both of the new tranches are at a variable rate of the AIR (Actual Interbank Rate) plus 400 basis points, and the Company will pay principal on the bridge tranche beginning in April 2013 on a quarterly basis until maturity in June 2017. As
of May 31, 2011, the weighted average rate of interest on the restructured loan was 6.70% per annum. This agreement allows the Company to improve the amortization schedule of this loan facility and reduce the related financial expenses.

Mexican Peso-Denominated Trust Certificates Program

On April 30, 2007, at the shareholders meeting of the Company, our shareholders authorized the establishment of a program for
the issuance of trust certificates, which are securities secured by trust assets and denominated in Mexican Pesos, for up to an amount of nine billion Pesos. The proceeds from the sale of these certificates will be used by us to refinance our
existing bank financings of our vessel fleet, and to finance the acquisition of additional vessels as contemplated by our expansion program.

We closed our first, second and third issuances of trust certificates under the program on July 19, 2007, April 30, 2008, and July 1, 2008, in an amount of 3 billion Pesos, 1.55
billion Pesos, and 4.39 billion Pesos, respectively. Our first issuance was used primarily to refinance existing vessel indebtedness. Our second issuance was used to refinance vessels indebtedness and the acquisition of new vessels and our third
issuance was mainly used to finance the acquisition of new and used vessels. On July 29, 2010, we closed our fourth issuance of trust certificates for Ps. 10.5 billion, or approximately $752.8 million, at Mexicos interbank equilibrium
interest rate, TIIE, plus 245 basis points. The proceeds from the fourth issuance have been used primarily to prepay the previous three issuances, thereby consolidating the debt under the program, and to refinance other vessel financings. See
Item 4. Information on the Company  Recent Developments  Vessels Purchased through out Trust Certificates Program.

Auto Haulage Financing

On July 19, 2007, we purchased certain
auto haulage operating assets from Auto Convoy Mexicano, S.A. de C.V., a former Mexican auto hauling company, for an aggregate purchase price of 429 million Pesos. These auto haulage operating assets were incorporated in our logistics division
and commenced operations in September 2007.

The Company entered into a financing facility denominated in Pesos with Daimler
Financial Services Mexico, S. de R.L. de C.V. (formerly known as DC Automotriz Servicios, S. de R.L. de C.V.) (Daimler) to finance the purchase of these assets in July 2007, for $11.4 million, with 84 monthly payments of principal and
interest beginning on January 2008. Interest is payable at a variable rate based on the 91-day TIIE plus 200 basis points. As of December 31, 2009, the facility had an outstanding amount of $8.1 million. In August of 2009, an agreement was
reached with Daimler through which the outstanding amount of the facility was reduced by approximately $3.0 million (Ps. 39.4 million).



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A debt recognition and restructuring agreement was entered into with Lacorsa on
December 1, 2010, for Ps. 96.7 million (approximately $7.8 million) at a variable rate of the 28-day TIIE plus 3.5 percentage points. Principal is payable in 72 consecutive monthly payments plus accrued interest on the outstanding balance
starting January 1, 2011 and maturing in December 2016.

Other Debt

In June 2009, the Company secured with Banco Nacional de Comercio Exterior, S.N.C., Institución de Banca de Desarrollo, through its
subsidiary TMM División Marítima, S.A. de C.V., a line of credit in dollars for working capital and/or current accounts for $25.0 million (approximately Ps. 309.5 million) at a variable rate, maturing in June 2015. Monthly interest
payments are due on outstanding balances and principal is due at maturity. Amounts may be drawn in both dollars and pesos with the possibility of making prepayments on principal without penalty. In July 2009, a first draw was made on the line of
credit for $6.9 million (approximately Ps. 85.4 million) at a variable rate of the 30-day Libor plus 600 basis points, with monthly interest payments. As of December 31, 2010, there was no outstanding balance because it was fully prepaid on
July 30, 2010.

In November 2009, a second draw was made on the line of credit for approximately $10.7 million (Ps. 132.9
million) at a variable rate of the 28-day TIIE plus 400 basis points, with monthly interest payments. As of December 31, 2010, the effective rate for this draw on the line of credit was 8.885% with an outstanding balance of approximately $8.1
million (Ps. 100.0 million).

In December 2009, a third draw was made on the line of credit for approximately $1.0 million
(Ps. 11.9 million) at a variable rate of the 28-day TIIE plus 400 basis points, with monthly interest payments. As of December 31, 2010, the effective rate for this draw on the line of credit was 8.8850% with an outstanding balance of
approximately $1.0 million (Ps. 11.9 million). In November 2010, the Company secured with Banco Nacional de Comercio Exterior, S.N.C., Institución de Banca de Desarrollo, through its subsidiary TMM División Marítima, S.A. de
C.V., a new line of credit in dollars for working capital and/or current accounts for $15.0 million (approximately Ps. 185.7 million) at a variable rate, maturing in June 2015. Monthly interest payments are due on outstanding balances and principal
is due at maturity. Amounts may be drawn in both dollars and pesos with the possibility of making prepayments on principal without penalty. The balance of both facilities, together, cannot be over $25.0 million or its equivalent in Mexican pesos. In
November 2010, a first draw was made on this new line of credit for approximately $9.3 million (Ps. 115.0 million) at a variable rate of the 28-day TIIE plus 425 basis points, with interest payable monthly. As of December 31, 2010, the
effective rate for this draw on the new line of credit was 9.1350% with an outstanding balance of approximately $9.3 million (Ps. 115.0 million).

In November 2009, the Company secured with Banco Mercantil del Norte, S.A., Institución de Banca Múltiple, through its subsidiary Ficorsa Corporate Services, S.A.P.I de C.V., a special
purpose company, a line of credit in Mexican pesos in two tranches, one for the issuance of letters of credit, or Tranche A, and the second for working capital, or Tranche B, for a total of approximately $17.4 million (Ps. 215.0 million), maturing
in November 2012, at a variable rate with monthly interest payments.

In December 2009, a first draw under Tranche A was made
for the issue of a letter of credit for $1.9 million (approximately Ps. 25.3 million) maturing February 11, 2010.

Also
in December 2009, a first draw under Tranche B was made for approximately $1.4 million (Ps. 17.1 million) at a variable rate of the 28-day TIIE plus 4.00%, with monthly interest payments. This first Tranche B draw was fully prepaid on
February 2, 2010.

In February 2010, a second Tranche A draw was made for the issue of a letter of credit for $1.1
million (approximately Ps. 13.6 million) maturing on December 31, 2010. The issuance of any letter of credit under Tranche A does not create any payment obligation for the borrower until the holder of the documents presents this for
enforcement, accordingly no outstanding balance or effective rate for this portion of the line of credit is reported as



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of December 31, 2010. During 2010, there were various Tranche B draws for a total amount of $8.8 million (approximately Ps. 109 million), at a variable rate of the 28-day TIIE plus 4.00%,
with interest payable monthly. All of these draws were fully paid in 2010, accordingly no outstanding balance or effective rate for this portion of the line of credit is reported as of December 31, 2010 or 2011, respectively.

In July 2010, the Company secured with Autofin México, though its subsidiary Proserpec Servicios Administrativos, S.A.P.I. de
C.V., a line of credit in Mexican pesos for working capital for a total of approximately $8.1 million (Ps. 100.0 million), maturing in June 2012, at a variable rate of the 28-day TIIE plus 450 basis points with interest payable monthly.

Foreign Currency Risk

A
majority of the Companys revenues are denominated in U.S. dollars, and the majority of our costs and expenses are denominated in Pesos. As such, the Company is exposed to foreign currency risk and may occasionally use currency derivatives to
manage alternating levels of exposure. These derivatives allow the Company to offset an increase in operating and/or administrative expenses arising from foreign currency appreciation or depreciation against the U.S. dollar.

The Companys income from operations may therefore be materially affected by variances in the exchange rate between the U.S. dollar
and the Mexican Peso. The Company has sought to minimize its exposure to foreign currency risk by holding its debt primarily in Mexican Pesos. Mexican Pesos historically have been subject to greater risk of devaluation and have tended to depreciate
against the U.S. dollar. Currently, approximately 95% of the Companys indebtedness is denominated in Mexican Pesos, most of which is long-term debt incurred in connection with the Companys Trust Certificates Program. Certificates issued
under the Trust Certificates Program have a 20-year term and do not require the Company to make any principal payments prior to maturity.

The Company currently believes that its strategy of holding the majority of its debt as long-term, Mexican Peso-denominated debt will allow it to effectively manage its foreign currency risk without the
use of currency derivatives or other hedging instruments. However, Company has in the past, and may from time to time in the future, enter into currency derivatives denominated in Mexican Pesos or other relevant currencies to attempt to manage its
foreign currency risk. These derivatives should allow the Company to offset an increase in operating and/or administrative expenses arising from foreign currency appreciation or depreciation against the U.S. dollar. See Item 11.
Quantitative and Qualitative Disclosures About Market Risk  Foreign Currency Risk.

Trend Information

Historically, a substantial portion of the revenue generated by our maritime operations has been achieved through contracts with PEMEX. In
2009, 2010 and 2011, 58%, 69% and 72% respectively, of the revenue generated by maritime operations resulted from contracts with PEMEX. We believe that we will further increase our revenues in this business segment going forward. PEMEX is expected
to increase its deep water exploration in order to restore its decreasing oil reserves; as a result, we expect an increase in PEMEX demand for different types of vessels on the offshore sector.

The future success of our logistics business depends upon our ability to enter into contracts with large automotive manufacturers, retail
and consumer goods companies and to become a supplier for Government entities, providing integrated logistics and shipping services. Our primary skills that make us competitive are: (i) our logistics expertise, (ii) our ability to continue
developing warehousing, logistics and other land transportation infrastructure, and (iii) our ability to provide state-of-the-art systems to provide logistics solutions.

We have refinanced most of the debt related to vessel acquisitions with the first issuance of our Trust Certificates Program reduced the corresponding debt service obligations and extended the term of our
vessel financings. The ability to satisfy our obligations under our debt in the future will depend upon our future performance, including our ability to increase revenues significantly and control expenses. Future operating performance depends upon
prevailing economic, financial, business and competitive conditions and other factors, many of which are beyond our control. Our ability to refinance our debt and take other actions will depend on,



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among other things, our financial condition at the time, the restrictions in the instruments governing our debt and other factors, including market conditions, the macroeconomic environment and
such variables as the Peso/dollar exchange rate and benchmark money market rates in Pesos and dollars, which are beyond our control.

We have funded capital expenditures with funds from operating cash flows and expect to seek additional financing through secured credit arrangements and asset-backed financings for additional capital
expenditures as we have been doing with our Trust Certificates Program described above.

Off-Balance Sheet Arrangements

As of December 31, 2011, we did not have any off-balance sheet arrangements. We report our assets and liabilities according to the
current IFRS as issued by the IASB.

Contractual Obligations

The following table outlines our obligations for payments under our capital leases, debt obligations, operating leases and other financing arrangements for the periods indicated as of December 31,
2011:



|                                                            |  |                                                |        |  |           |   |        |           |  |   |                  |  |  |       |         |  |  |   |         | 
|----------------------------------------------------------- |  | ---------------------------------------------- | ------ |  | --------- | - | ------ | --------- |  | - | ---------------- |  |  | ----- | ------- |  |  | - | ------- | 
|Indebtedness (1)                                            |  | Less than1
year                                |        |  | 1-3 years |   |        | 3-5 years |  |   | More than5 years |  |  | Total |        
|                                                            |  | (Dollars in thousands, unless noted otherwise) |       
|Mexican Trust Certificates (2)                              |  |                                                | 8,351  |  |           |   |       |           |  |   |                 |  |  |       | 675,933 |  |  |   | 684,284 | 
|Parcel Tanker Vessels Financings (3)                        |  |                                                | 2,870  |  |           |   | 5,834  |           |  |   | 4,526            |  |  |       | 14,263  |  |  |   | 27,493  | 
|Investors(4)                                                |  |                                                | 331    |  |           |   | 3,000  |           |  |   | 2,121            |  |  |       |        |  |  |   | 5,452   | 
|Land and Logistics Equipment Financing (5)                  |  |                                                | 2,095  |  |           |   | 2,581  |           |  |   | 3,700            |  |  |       |        |  |  |   | 8,376   | 
|Refinancing Acquisition ADEMSA(6)                           |  |                                                | 1,843  |  |           |   | 3,400  |           |  |   |                 |  |  |       |        |  |  |   | 5,243   | 
|Working Capital PROSERPEC (7)                               |  |                                                | 1,700  |  |           |   | 2,650  |           |  |   | 2,172            |  |  |       | 523     |  |  |   | 7,045   | 
|Other Debt (8)                                              |  |                                                |       |  |           |   |       |           |  |   | 14,608           |  |  |       |        |  |  |   | 14,608  | 
|                                                            |  |                                                |        |  |           |   |        |           |  |   |                  |  |  |       |         |  |  |   |         | 
|Total                                                       |  | $                                              | 17,190 |  |           | $ | 17,465 |           |  | $ | 27,127           |  |  | $     | 690,719 |  |  | $ | 752,501 | 
|                                                            |  |                                                |        |  |           |   |        |           |  |   |                  |  |  |       |         |  |  |   |         | 
|                                                            |  |                                                |        |  |          
|Operating Lease Obligations (9)                             |  | Less than1 year                                |        |  | 1-3 years |   |        | 3-5 years |  |   | More than5 years |  |  | Total |        
|Vessel, Transportation Equipment and Other Operating Leases |  | $                                              | 7,821  |  |           | $ | 8,240  |           |  | $ | 7,998            |  |  | $     | 18,528  |  |  | $ | 42,587  | 
|                                                            |  |                                                |        |  |           |   |        |           |  |   |                  |  |  |       |         |  |  |   |         | 
|Total                                                       |  | $                                              | 7,821  |  |           | $ | 8,240  |           |  | $ | 7,998            |  |  | $     | 18,528  |  |  | $ | 42,587  | 
|                                                            |  |                                                |        |  |           |   |        |           |  |   |                  |  |  |       |         |  |  |   |         | 



|(1) | These amounts include principal payments and accrued and unpaid interest as of December 31, 2011.
|--- | -------------------------------------------------------------------------------------------------

|(2) | Debt allocated in one special purpose company in connection with the financing of tanker vessels, offshore vessels and tugboats denominated in Mexican Pesos (Trust
Certificates Program).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Debt allocated in one special purpose company in connection with the financing of two parcel tanker vessels.
|--- | ------------------------------------------------------------------------------------------------------------

|(4) | Debt in connection with the cancellation of the Securitization Facility.
|--- | ------------------------------------------------------------------------

|(5) | Debt in connection with the Land & Logistics equipment financing, denominated in Mexican Pesos.
|--- | -----------------------------------------------------------------------------------------------

|(6) | Debt in connection with ADEMSA acquisition refinancing.
|--- | -------------------------------------------------------

|(7) | Debt allocated in one special purpose company for working capital and to strength agricultural activities of ADEMSA.
|--- | --------------------------------------------------------------------------------------------------------------------

|(8) | Debt allocated in two special purpose companies for working capital and letter of credit issuances.
|--- | ---------------------------------------------------------------------------------------------------

|(9) | These amounts include the minimum lease payments.
|--- | -------------------------------------------------



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|ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|------- | ------------------------------------------

Directors and Senior Management

Board of Directors

Our Estatutos Sociales, or Bylaws,
provide that our Board of Directors shall consist of not less than seven and not more than 21 directors, without taking into account the appointment of their respective alternates. We currently have twelve directors on our board. Our Board of
Directors is elected annually by a majority vote of our shareholders and is responsible for the management of the Company. The Company does not have any agreements to pay benefits to any directors upon termination of their employment.

Our current Board of Directors was elected and ratified at the Companys Annual General Ordinary Shareholders Meeting held on
April 29, 2011. Our directors and alternate directors, their principal occupations and years of service (rounded to the nearest year) as a director or alternate director are as follows:



|                               |  |                                    |  |                                          |    |  |     |  |    | 
|------------------------------ |  | ---------------------------------- |  | ---------------------------------------- | -- |  | --- |  | -- | 
|Name                           |  | Principal Occupation               |  | Years as 
aDirector 
orAlternateDirector |    |  | Age | 
|Directors                      |  |                                    |  |                                          |    |  |     |  |    | 
|José F. Serrano Segovia        |  | Chairman of the Board of Grupo TMM |  |                                          | 40 |  |     |  | 71 | 
|Ramón Serrano Segovia          |  | First Vice-chairman of Grupo TMM   |  |                                          | 21 |  |     |  | 65 | 
|Maria Josefa Cuevas de Serrano |  | Second Vice-chairman of Grupo TMM  |  |                                          | 6  |  |     |  | 66 | 
|José Luis Salas Cacho          |  | Private Investor                   |  |                                          | 7  |  |     |  | 58 | 
|Ignacio Rodríguez Rocha        |  | Attorney                           |  |                                          | 21 |  |     |  | 76 | 
|Lorenzo Cué Sánchez Navarro    |  | Private Investor                   |  |                                          | 21 |  |     |  | 46 | 
|Luis Martínez Argüello         |  | Private Investor                   |  |                                          | 7  |  |     |  | 71 | 
|Sergio Chedraui Eguia          |  | Private Investor                   |  |                                          | 6  |  |     |  | 36 | 
|José Luis Ávalos del Moral     |  | Private Investor                   |  |                                          | 5  |  |     |  | 69 | 
|Miguel Alemán Velasco          |  | Private Investor                   |  |                                          | 3  |  |     |  | 80 | 
|Miguel Alemán Magnani          |  | Private Investor                   |  |                                          | 3  |  |     |  | 46 | 
|Manuel Rodríguez de Castro     |  | Private Investor                   |  |                                          | 3  |  |     |  | 48 | 
|                               |  |                                    | 
|Alternate Directors            |  |                                    |  |                                          |    |  |     |  |    | 
|José Francisco Serrano Cuevas  |  | President Deputy Director          |  |                                          | 11 |  |     |  | 31 | 

The directors (whenever elected) shall remain in office for the period of time stated below, calculated
from the date of their appointment. The directors may be reelected and, in case of the failure to appoint their substitute or, if the designated substitute does not take office, the directors in office being substituted shall continue to perform
their duties for up to thirty calendar days following the date of expiry of the term for which they were appointed, as described below. For further information see Item 10. Additional Information  Board of Directors.



|                                   |  |                                                                                                
|---------------------------------- |  | -----------------------------------------------------------------------------------------------
|Position in the Board of Directors |  | Term                                                                                           
|Chairman                           |  | 7 years                                                                                        
|First Vice-Chairman                |  | 7 years                                                                                        
|Second Vice-Chairman               |  | Between 3 and 7 years (As determined by the General Shareholders Meeting that elects him/her.)
|Other Directors                    |  | 1 year                                                                                         

José F. Serrano Segovia

Mr. José F. Serrano was born on November 22, 1940. He has served as Chairman of Grupo TMM since 1992. Throughout his professional career, he has owned several family-owned companies in
Mexico. Among the most outstanding positions of his professional and entrepreneurial career are: Chairman of the Executive Committee and Chairman of the Board of Grupo Anáhuac, S.A. de C.V. and Chairman of the Executive Committee and Chairman
of the Board of Hules Mexicanos, S.A. de C.V. Mr. José F. Serrano holds a masters degree in engineering from Villanova University in Pennsylvania, U.S.A.



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Ramón Serrano Segovia

Mr. Serrano was born on April 6, 1947. Mr. Serrano has served as Vice Chairman of the Board of Directors of Grupo TMM since
1991. In the past, Mr. Serrano served as Vice President of several companies owned by the Serrano family such as Cementos Anáhuac, S.A. and Hules Mexicanos, S.A. de C.V.

Maria Josefa Cuevas de Serrano

Mrs. Serrano was born on June 16,
1946. Mrs. Serrano has served as the Second Vice Chairman of the Board of Directors of Grupo TMM since 2006. Mrs. Serrano is the founder of the Sociedad Internacional de Valores de Arte Mexicano, A.C. (SIVAM), which promotes classical
music and outreach for talented artists in Mexico. Additionally, she is an active promoter of Mexican art in Mexico and abroad. Mrs. Serrano is the wife of Mr. José F. Serrano Segovia.

José Luis Salas Cacho

Mr. Salas was born on May 31, 1954. Throughout his professional career he has founded several real estate, telecom and energy companies. Additionally Mr. Salas has a political background,
having served as the general coordinator of the presidential campaigns of Manuel J. Clouthier in 1988, and Diego Fernández de Cevallos in 1994 and as the strategic coordinator of Vicente Foxs presidential campaign in 2000. Additionally,
he is Chairman of Grupo Servicón, Corporación Saca and Corporación Sama. Mr. Salas holds a masters degree in Business Administration from the Instituto Panamericano de Alta Dirección de Empresas (IPADE).

Ignacio Rodríguez Rocha

Mr. Rodríguez was born on July 13, 1936. He has been an attorney in private practice since 1960. He is a member of the Board of Automotriz México, S.A. de C.V and Diesel de Toluca,
S.A. de C.V. Mr. Rodríguez is currently a partner of Rodriguez Rocha, S.C.

Lorenzo Cué Sánchez-Navarro

Mr. Sánchez Navarro was born on August 11, 1966. He is currently CEO and President of Capital Integral,
S.A. de C.V., a private mutual fund for agroindustrial and entertainment investments. Previously, he was President and founding partner of BCBA Ingeniería Inmobiliaria, S.A. de C.V. He holds a degree in Business Administration and Finance
from Maclaren Business School, University of San Francisco.

Luis Martínez Argüello

Mr. Martínez was born on January 1, 1941. Since February 2003, Mr. Martínez has been the CEO of Servicio
Global de Asesoría y Cabildeo, S.C. and of San Lucas Trading Co., S.A. de C.V. From 1972 to January 2003, Mr. Martínez worked in the Mexican cement industry. In 1972 he worked at Cemex, S.A. de C.V. as Corporate Director of
Strategic Planning, leaving in 1982 to work at Cementos Apasco, S.A. de C.V. as the Commercial and International Corporate Director until 1990, when he returned to Cemex, to serve as Corporate Director of Special Projects. He holds a degree in
Business Administration from the Universidad Iberoamericana and a postgraduate degree in Administration from Harvard University.

Sergio
Chedraui Eguia

Mr. Chedraui was born on July 11, 1976 in Jalapa, Veracruz. Mr. Chedraui is Chairman and CEO
of the Board of Consupago, S.A. de C.V., which provides for consumption credits. Additionally, he is a member of the Board of several companies, including Vanguardia Fondos de Inversión, Grupo Publicitario del Golfo, S.A. de C.V, Nacional
Financiera del Estado de Veracruz and Grupo Comercial Chedraui, S.A. de C.V. He holds an Accounting degree from the Universidad Anáhuac. Mr. Chedraui is the son-in-law of Mr. Ramón Serrano Segovia.



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José Luis Avalos del Moral

Mr. Ávalos del Moral was born on September 4, 1943. In 2003 he began his own consulting firm offering consulting services
in connection with corporate governance, finance, strategic planning and human resources. Early in his career, Mr. Avalos was Senior Auditor at PricewaterhouseCoopers and then held several high-level managerial positions in the Finance and
Planning divisions at IBM, both in Mexico City and New York. He previously worked at Banco Nacional de Mexico where he held the position of Comptroller, among others. He is a member of the Board as well as President of the Auditing Committee of
Hispano, S.A. Graphic Arts. In 1967 he graduated with honors as a Public Accountant from the Universidad Nacional Autónoma de México (UNAM). Mr. Ávalos also holds a masters degree in Business Administration from Pace
University of New York.

Miguel Alemán Velasco

Mr. Alemán was born on March 18, 1932 in Veracruz, Mexico. He has a degree in Law from the Universidad Autónoma de México. Throughout his professional career, he has held
various public positions in the Mexican Government, such as Constitutional Governor of the State of Veracruz and Senator of the Republic. He is currently President of the Management Board of the Mexican airline Interjet, as well as Vice Chairman of
the Board of Directors of Televisa. Mr. Alemán has received several awards from renowned national and international institutions, and has published several novels, essays, articles and technical books.

Miguel Alemán Magnani

Mr. Alemán was born on April 25, 1966 in Mexico City. He has a degree in Law from the Universidad Anáhuac and a course in Business Management from the Instituto Panamericano de
Alta Dirección de Empresas (IPADE). He has held important positions within Televisa, Mexicos largest Spanish speaking media communications company. He is currently the CEO of the Mexican airline Interjet, as well as Chairman
of GALEM, a German Group specializing in telecommunications, real estate and transportation. He is a member of the board of several Mexican companies. He is also a partner of the Discovery Americas fund.

Manuel Rodríguez de Castro

Mr. Rodríguez was born on August 6, 1964 in Seville, Spain. He has a degree in Economics and Law from the LaSalle Institute, in New Orleans. He holds a masters degree in Strategic
Planning from the Arthur Andersen Formation Institute, Madrid and Chicago, and a masters in International Relations from the Universidad Complutense in Madrid. Mr. Rodríguez is a member of the Board of Directors of KW Entertainment
Television and Grupo GoNet, a technology and software development company.

José Francisco Serrano Cuevas

José Francisco Serrano Cuevas was born on August 29, 1980. Mr. Serrano has been President Deputy Director since 2007 and
is in charge of developing new projects. He holds a degree in Finance and Business Administration from Newport International University, U.S.A. Additionally, Mr. Serrano studied art at the School of the Museum of Fine Arts, in Boston, MA.
Mr. Serrano is the son of Mr. José F. Serrano Segovia.

The Company does not currently have any agreement
with any of the directors who are not also executive officers to provide pension, retirement or similar benefits, nor does the Company provide for benefits upon termination.



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Executive Officers

Our officers serve at the discretion of our Board of Directors. Our executive officers, their position and years of service with us and as
an executive officer are as follows:



|                            |  |                                                                                 |  |                 |    |  |                  |  |    | 
|--------------------------- |  | ------------------------------------------------------------------------------- |  | --------------- | -- |  | ---------------- |  | -- | 
|Name                        |  | Position                                                                        |  | Years ofService |    |  | ExecutiveOfficer | 
|Corporate Directors         |  |                                                                                 |  |                 |    |  |                  |  |    | 
|José F. Serrano Segovia     |  | Chairman of the Board and Chief Executive Officer                               |  |                 | 40 |  |                  |  | 20 | 
|Jacinto David Marina Cortés |  | Deputy Chief Executive Officer                                                  |  |                 | 21 |  |                  |  | 21 | 
|Carlos Pedro Aguilar Mendez |  | Chief Financial Officer, Corporate Administrative Director and Finance Director |  |                 | 22 |  |                  |  | 5  | 
|Agustín Salinas Gonzalez    |  | Corporate Human Resources Director                                              |  |                 | 15 |  |                  |  | 5  | 
|Elvira Ruiz Carreño         |  | Corporate Audit Director                                                        |  |                 | 16 |  |                  |  | 9  | 
|Business Unit Directors     |  |                                                                                 |  |                 |    |  |                  |  |    | 
|Luis Manuel Ocejo Rodriguez |  | Director, Maritime Transportation                                               |  |                 | 29 |  |                  |  | 5  | 
|Roberto Martínez Ríos       |  | Director, Ports and Terminals                                                   |  |                 | 3  |  |                  |  | 3  | 

José F. Serrano Segovia, who is chairman of the Board of Directors, is a brother of Ramón
Serrano Segovia, who is a member of the Board of Directors of Grupo TMM. Maria Josefa Cuevas de Serrano is a member of the Board of Directors and is the wife of José F. Serrano Segovia. José Serrano Cuevas, who is an alternate director
of the Board of Directors, is the son of José F. Serrano Segovia and Maria Josefa Cuevas de Serrano.

Compensation

For the year ended December 31, 2011, the aggregate total compensation paid to our directors, alternate directors and executive
officers for services in all capacities was approximately $5.0 million. See Item 7. Major Shareholders and Related Party Transactions.

Pension, Retirement or Similar Benefits

Seniority premiums, retirement
plan obligations (Pension Benefits) and other employee compensation payable at the end of employment are based on actuarial calculations using the projected unit credit method. Pension Benefits are based mainly on years of service, age
and salary level upon retirement.

Seniority premiums, Pension Benefits and other employee compensation payable upon
termination include the amortization of past service costs over the average remaining working lifetime of employees.

Board Practices

Our Bylaws provide that our Board of Directors shall consist of at least seven but not more than 21 directors elected at
our annual ordinary shareholders meeting to serve until their successors accept their election at the next annual ordinary shareholders meeting. The Board of Directors is responsible for the management of the Company. Mexican Securities
Law requires that at least 25% of the members of the Board be independent directors.

Audit and Corporate Practices
Committee

The Board of Directors appointed an Audit and Corporate Practices Committee, which was approved at the
Extraordinary Shareholders Meeting held on December 20, 2006 and added a fourth member at the Annual Shareholders Meeting held on April 30, 2008. This Committee is composed of José Luis Salas Cacho (President), Ignacio
Rodriguez Rocha, Luis Martínez Argüello and José Luis Ávalos del Moral, who has accounting and related financial management expertise in compliance with NYSE Corporate Governance Standard 303A.07 and the Mexican Securities
Law. Additionally Mr. Ávalos is considered a financial expert according to the standards set forth in Section 407 of the Sarbanes Oxley Act of 2002. In accordance with Mexican Securities Law and Mexican Corporate Practices, the
committees responsibilities include, among others: Audit responsibilities:



| |  |  | overseeing the accounting and financial reporting processes of the Company; discussing the financial statements of the Company with all parties
responsible for preparing and reviewing such statements, and advising the Board of Directors on their approval thereof;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | overseeing compliance with legal and regulatory requirements and overseeing audits of the financial statements of the Company;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | evaluating the performance of the Companys external auditor and its independent status;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | advising the Board of Directors on the compliance of the Companys or any of its subsidiaries internal controls, policies and in-house
auditing, and identifying any deficiencies in accordance with the Bylaws of the Company and applicable regulations;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | providing sufficient opportunity for a private meeting between members of our internal and external auditors and the Audit Committee, who may also
request additional information from employees and legal counsel;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | providing support to the Board of Directors in supervising and reviewing the Companys corporate accounting and disclosure policies and discussing
guidelines and policies to govern the process of risk assessment with management;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | advising the Board of Directors on any audit-related issues in accordance with the Bylaws of the Company and applicable regulations;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | assisting the Board of Directors in the selection of the external auditor (subject to approval by vote of the shareholders);
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | reviewing the financial statements and the external auditors report. The Committee may request that the external auditor be present when
reviewing such reports, in addition to the Committees mandatory meeting with the external auditor at least once a year;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | preparing the Board of Directors opinion on the Chairmans annual report and submitting it at the Shareholders Meeting for its
approval; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | overseeing compliance by the Companys chief executive officer with decisions made at a Shareholders Meeting or a Board of Directors
meeting.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------

Corporate Practices responsibilities:



| |  |  | requesting an opinion from independent experts as the Committee might see fit, in accordance with applicable regulations;
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | calling Shareholders Meetings and reviewing the agenda;
| | - |  | --------------------------------------------------------



| |  |  | supporting the Board of Directors in preparing its reports in accordance with the Bylaws of the Company and applicable regulations;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | suggesting procedures for hiring the Companys chief executive officer, chief financial officer and senior executive officers;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | reviewing human resources policies, including senior executive officers performance evaluation policies, promotions and structural changes to the
Company;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | assisting the Board of Directors in evaluating senior executive officers performance;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | evaluating executive officers compensation. The Company is not required under Mexican law to obtain shareholder approval for equity compensation
plans; the Board of Directors is required to approve the Companys policies on such compensation plans;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | reviewing related party transactions; and
| | - |  | -----------------------------------------



| |  |  | performing any activity set forth in the Mexican Securities Law.
| | - |  | ----------------------------------------------------------------

Code of Ethics

The Company has adopted a Code of Ethics, which applies to its principal executive officer, principal financial officer, and other members of our senior management. We last updated the Code of Ethics in
October 2008. The Code of Ethics may be viewed on the Company website at www.grupotmm.com under the caption Investors  Corporate Governance. An English version of this document is available upon written request sent to Grupo
TMM, S.A.B., Avenida de la Cúspide, No. 4755, Colonia Parques del Pedregal, 14010 México City, D.F., México, Attn: Human Resources.

Statutory Auditor

Pursuant to the Mexican Securities Market Law
(MSML), the surveillance of the Company is entrusted to different committees (i.e., Audit and Corporate Practices Committees), as previously described, which replace the role of the Statutory Auditor. At the Extraordinary Shareholders Meeting
held on December 20, 2006, the Statutory Auditor, Salles Sainz  Grant Thornton, S.C (SSGT), Mr. Javier García Sabaté, and the alternate Statutory Auditor were duly replaced by the Audit and Corporate Practices Committee
of the Company. However, SSGT continue to serve as the Statutory Auditor for the majority of our subsidiaries.

Employees

As of March 31, 2012, we had 3,292 employees, approximately 42% of whom were unionized. As of December 31, 2011, we had 3,059
employees, approximately 41% of whom were unionized. As of December 31, 2010, we had 3,214 employees, approximately 54% of whom were unionized. The increase in the number of our employees in 2012 is largely due to our acquisition of a shipyard
and increased operations at the port of Tampico. As of December 31, 2009, we had 5,605 employees, approximately 79% of whom were unionized. The decrease in the number of our employees from 2009 is largely due to the sale of our interest in the
companies that comprised Grupo Seglo. In accordance with customary practice in Mexico, we negotiate union contracts annually with regard to wages and every two years with regard to other matters, including benefits. We have experienced nine strikes
since 1958. The longest of these strikes occurred in 1981 and lasted 21 days. We have not experienced a strike since 1987 and believe that relations with our employees are good.

Share Ownership

As of March 7, 2012, the Serrano Segovia family held
41,217,193 Shares directly, and the CPO Trustee maintained 39,083,000 Shares of our capital stock in the form of ADSs, including 3,512,500 Shares that are beneficially owned by the Serrano Segovia family. Accordingly, as of such date, the Serrano
Segovia family controlled the voting power of our capital stock. The voting power controlled by the Serrano Segovia family varies from time to time, depending upon the number of Shares held by the Serrano Segovia family and by the CPO Trust and
others. As of March 7, 2012, other than as set forth below in the section entitled Major Shareholders, each of our other directors, alternate directors or executive officers owns less than one percent of our Shares on an individual
basis.

Shares were contributed to the CPO Trust established with a 30-year term by Nacional Financiera, S.N.C. (the CPO
Trustee) on November 24, 1989. The CPO Trustee authorized the issuance of non-redeemable ordinary participation certificates (certificados de participación ordinarios no amortizables) (CPOs) that correspond to
our Shares. One CPO may be issued for each Share contributed to the CPO Trust. CPOs constitutes separate negotiable instruments different and apart from the Shares, and afford to their holders only economic rights with respect to the Shares held in
the CPO Trust. Such voting rights are exercisable only by the CPO Trustee, which is required by the terms of the CPO Trust to vote such Shares in the same manner as holders of a majority of the outstanding Shares not held in the CPO Trust and voted
at the relevant meeting. Mexican and non-Mexican investors may hold CPOs without restrictions of any kind. The acquisition of Shares representing 5% or more of the capital stock of Grupo



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TMM by any person or group of persons (other than the Serrano Segovia family and the CPO Trustee), in one or a series of simultaneous or successive transactions requires the prior approval of the
Board of Directors. As of March 7, 2012, the CPO Trustee held CPOs representing an aggregate of 39,083,000 Shares in the form of ADSs.



|ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|------- | -------------------------------------------------

Major Shareholders

The following table indicates, as of March 7,
2012, unless otherwise indicated, the shareholders that beneficially own 5% or more of our outstanding Shares (the Major Shareholders). The percentage of our outstanding Shares owned by each Major Shareholder shown below is based on the
102,182,841 Shares outstanding as of March 7, 2012. For purposes hereof, each Major Shareholder with shared voting or investment authority with respect to certain securities is deemed to beneficially own all such securities.



|                                |  |                 |            |  |                                   |  |      |  
|------------------------------- |  | --------------- | ---------- |  | --------------------------------- |  | ---- | -
|Shareholder                     |  | Numberof Shares |            |  | Percentage ofSharesOutstanding(c) | 
|José F. Serrano Segovia (a) (b) |  |                 | 36,632,809 |  |                                   |  | 35.9 | %



|a) | Based upon information made known to the Company and reports of beneficial ownership filed with the SEC, José F. Serrano Segovia beneficially owns 36,632,809
Shares, including 28,359,964 Shares held by VEX, a Mexican corporation in which José F. Serrano Segovia holds 100% of the voting stock, and 561,350 Shares beneficially owned by Promotora Servia, S.A. de C.V. (Promotora), a Mexican
corporation controlled by José F. Serrano Segovia. Of the 561,350 Shares beneficially owned by Promotora, 560,850 Shares are owned directly by its subsidiary, Servicios Directivos Servia, S.A. de C.V. (Servicios), a Mexican
corporation.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|b) | Members of the Serrano Segovia family have pledged an aggregate of 7,513,867 Shares to IXE Banco, S.A. (IXE), to secure a loan in the principal amount of
$1.5 million.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|c) | Based upon information made known to the Company and reports of beneficial ownership filed with the SEC, Ramón Serrano Segovia beneficially owns 4,584,384 Shares
(4.5%).
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Change in Percentage Ownership

As of June 27, 2011, based upon information made known to the Company, the percentage ownership for Ramón Serrano Segovia is
4.5%, compared to 5% as previously reported, because José F. Serrano Segovia controls Promotora and has sole voting and investment authority with respect to the Shares benefically owned by Promotora. A Schedule 13D/A was filed by José
and Ramón Serrano Segovia on June 25, 2010 to report, among other things, that the percentage ownership for José F. Serrano Segovia had increased from 15% to 35.9% and that the percentage ownership for Ramón Serrano Segovia
had decreased from 9.3% to 5%. Except for the foregoing, no Major Shareholder has disclosed a significant change in its percentage ownership of Shares during the three years ended December 31, 2011.

Voting Rights and Control

As of March 7, 2012, 39,083,000 Shares were held in the form of ADSs, which have limited voting rights. The Shares held in the form of ADSs are held directly by the CPO Trust. The voting rights for
those Shares are exercisable only by the trustee of the CPO Trust, which is required by the terms of the trust agreement to vote such Shares at any shareholders meeting in the same manner as the majority of the Shares that are not held in the
CPO Trust are voted. Of the 63,099,841 Shares held outside of the CPO Trust as of March 7, 2012, the Serrano Segovia family beneficially owns 37,704,693, or 59.7% of such Shares. As a result, the Serrano Segovia family could direct and control
the policies of the Company and its subsidiaries, including mergers, sales of assets and similar transactions. See Item 9. The Offer and Listing. Except for the limited voting rights applicable to their ADSs, none of the Major
Shareholders have voting rights that differ from those applicable to other holders of Shares.



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Other than the Serrano Segovia family, which may be deemed to control us, to our knowledge
we are not directly or indirectly owned or controlled by any other corporation, by any foreign government or by any other natural or legal person, severally or jointly. We are not aware of any arrangement which may at a later date result in a change
of control of the Company.

Related Party Transactions

On December 18, 2009, as part of the restructuring of the Companys Securitization Facility, VEX, an affiliate of the Company, purchased trust certificates issued under the Securitization
Facility with a face value of $86.5 million (approximately Ps. 1.1287 billion). VEX is a Mexican company in which José F. Serrano Segovia holds a minority equity interest and controls 100% of the voting stock; the remaining equity interest in
VEX is held by related and unrelated investors through non-voting shares (see Note 17 to the accompanying Audited Consolidated Financial Statements contained elsewhere herein). The transaction with VEX was approved by the Board of Directors of Grupo
TMM, on the basis of a prior approval by the Auditing and Corporate Governance Committee, which received an independent experts fairness opinion on the consideration and other terms and conditions of the transaction.

Pursuant to a resolution adopted at the Extraordinary General Shareholders Meeting held on December 15, 2009 and with
the authorization of the Comisión Nacional Bancaria y de Valores, on January 6, 2010, VEX acquired 46,797,404 Shares for an aggregate subscription price of $41,181,715.53, or $0.88 per Share (equivalent to $4.40 per
ADS). The subscription price per Share was 10% higher than the ADS closing price on January 5, 2010. VEX paid the subscription price for the Shares as part of the consideration for its sale to Grupo TMM of the trust certificates. The remainder
of the consideration VEX received for the trust certificates consisted of $27,103,065.52 in cash, a five-year promissory note from Grupo TMM in the principal amount of $12,250,000, and subordinated trust certificates issued under the Securitization
Facility with a face amount of $6,000,000. On May 7, 2010, VEX distributed 18,437,440 of the 46,797,404 Shares it acquired to its investors. See Item 4. Information on the Company  Recent Developments  Restructuring and
Termination of Receivables Securitization Facility; Associated Capital Increase.



|ITEM 8. | FINANCIAL INFORMATION
|------- | ---------------------

See Item 18  Financial Statements.

Legal Proceedings

Mutual Claims Between PRM and Grupo TMM

Grupo TMM was recently a claimant in two arbitrations with PRM, a Singapore company. The arbitrations were conducted
under the Singapore International Arbitration Centre Rules and related to alleged breaches by PRM of two agreements for the sale of two vessels. Grupo TMM sought recovery of the deposits it had paid for the two vessels in the sum of $5.15 million
and damages for breaches of the agreements. PRM alleged that Grupo TMM was in breach of the agreements and sought a declaration that it was entitled to the deposits and damages for breach. On November 28, 2011, the arbitral tribunal resolved
the claims in favor of PRM and ordered Grupo TMM to instruct Platou, the broker holding the deposits, to release the same to PRM.

On January 16, 2012, Grupo TMM filed suit in Mexico challenging the validity of the award under the New York Convention for the Recognition and Enforcement of Foreign Arbitral Awards. After allowing
the suit to proceed, the judge issued an order directing Platou not to release the deposit until PRM appears before the court in Mexico and requests enforcement of the arbitral award. In addition, on February 28, 2012, Grupo TMM filed a
petition to set aside the award in Singapore on the grounds that the arbitrator failed to properly consider all the arguments and documents presented. As of December 31, 2011, the Company had reserved the amount of the deposit and also created
an additional allowance of $1.5 million for potential legal fees associated with this case. Both items are reported in other expenses  net for the year ended December 31, 2011.



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SSA Claims

In July 2006 and February 2007, Grupo TMM received claim notices from SSA relating to certain contingencies affecting SSA (formerly TMM
Puertos y Terminales, S.A. de C.V. or TMMPyT) in connection with the Amended and Restated Master Agreement dated July 21, 2001.

On June 14, 2007, we were officially notified by the International Chamber of Comerce (ICC) of arbitration proceedings with respect to one of the claims, which related to payments made by
SSA to its employees under Mexicos compulsory profit sharing regulations. SSA also filed a tax proceeding with the tax authorities in Mexico which related to the same payments made by SSA to its employees under Mexicos compulsory profit
sharing regulations. We have not been notified of any proceedings with respect to the second claim.

On March 6,
2009, the Arbitral Tribunal resolved the claim submitted to arbitration, and ordered Grupo TMM to pay SSA Ps. 30,837,071, plus interest at a 6% annual rate from November 8, 2006.

In connection with the order, on May 15, 2009, Grupo TMM and SSA agreed that if the tax proceeding were to result in a finding that
the amount paid by SSA to its employees was inappropriate or not required, Grupo TMM would not be required to pay the arbitration award to SSA. In addition, on May 15, 2009, Grupo TMM and SSA signed an agreement in which both companies agreed
to negotiate the terms of a possible transaction to be carried out in Tuxpan, Veracruz as an alternate method of satisfying the arbitration award. If an agreement between Grupo TMM and SSA could not be reached by the end of 2010, and if SSA were to
receive an unfavorable ruling in the tax proceeding, then Grupo TMM would pay SSA 50% of its distributions in API Acapulco (the joint venture with SSA) until the arbitration award is paid in full.

In June 2010, SSA obtained a favorable ruling in its tax proceeding. The ruling was confirmed on November 25, 2010, and on
February 1, 2011 Grupo TMM and SSA entered into an agreement pursuant to which the arbitration proceeding was settled in exchange for a payment by the Company to SSA in the amount of Ps. 2.4 million. This settlement agreement supersedes the
agreements entered into in 2009.

Refined Product Services (RPS) Claim

On August 7, 2007, Transportación Maritima Mexicana, S.A. de C.V. (TMM) filed a claim for arbitration against RPS
for the amount of $50,000 for various expenses incurred by TMM due to the delay of the delivery of the tanker vessel Palenque.

On October 19, 2007, RPS filed a countersuit for $3 million, alleging that TMM failed to maintain the tanker vessel Palenque, and
also filed a claim for consequential damages for losing a contract while the vessel was being repaired. Although it is impossible to predict the outcome of any legal proceeding, we believe this claim to be without merit and intend to defend this
proceeding vigorously.

Mutual Claims Between Worldwide Services, Ltd. (WWS) and TMM

In December 2007, TMM and WWS filed claims against each other relating to the charter by us of the vessel Veracruz. TMMs $342,500
claim related to the fuel costs and low performance of the vessel Veracruz, and WWS $1.3 million counter claim alleged that the same vessel overperformed and that consequently, TMM owes WWS under the terms of the charter contract. Although it
is impossible to predict the outcome of any legal proceeding, we believe this claim to be without merit and intend to defend this proceeding vigorously.

ADEMSA Secured Certificates of Deposit

ADEMSA from time to time
issues certificates of deposit relating to agricultural goods held by it. As a result of the crisis that affected Mexican farmers during 2010 and 2011, the resulting fluctuations in the prices of wheat, corn and beans, and exchange rate losses
relating to fertilizer transactions, defaults on loan obligations by the producers to which ADEMSA issued secured certificates of deposit in favor of various financial institutions, the goods and/or amounts consigned thereto, which, as a result of
the defaults by the producers and the exercise of rights conferred by the certificates, filed claims against ADEMSA for compliance with the obligations to deliver the goods covered or payment of the amounts secured.



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ADEMSA, each of the financial institutions and Comercializadora Valle Hermoso S.A. de C.V.
(COVAHESA), in its capacity as representative for over one thousand agricultural producers, have been negotiating a financial restructuring to permit the long-term financing of the debts or claims involved. As a result, the Company has
created an allowance for $16.7 million ($6 million in 2011 and $10.7 million in 2010) relating to the obligations of ADEMSA in the event the agreements being negotiated with the financial institutions cannot be implemented or if the debts cannot be
settled in full during the term and under the conditions of the financing restructuring being negotiated.

Other Legal
Proceedings

We are a party to various other legal proceedings and administrative actions, all of which are of an
ordinary or routine nature and incidental to our operations. Although it is impossible to predict the outcome of any legal proceeding, in the opinion of our management, such proceedings and actions should not, individually or in the aggregate, have
a material adverse effect on our financial condition, results of operations or liquidity. For information regarding our pending tax assessment, see Note 24 to the accompanying Audited Consolidated Financial Statements contained elsewhere herein.

In considering whether accrual of a loss contingency is necessary in connection with legal claims outstanding that could,
both individually or in the aggregate, have a material effect on the financial condition or operating results of the Company, the Company evaluates the requirements of paragraph 14 of IAS 37 to determine whether the Company has a present obligation
(legal or constructive), whether it is probable that an outflow of resources will be required in order to settle the obligation, and whether the amount of the obligation can be reliably estimated. Based on managements review and analysis of
the legal claims outstanding for the fiscal year ended December 31, 2011, the Company concluded that it did not have a present obligation in respect of any legal claims outstanding other than the mutual claims between PRM and Grupo TMM
described above.

Dividends

At shareholders meetings, shareholders have the ability, at their discretion, to approve dividends from time to time. At the Ordinary Shareholders Meeting held on April 29, 2011, due to
the Companys current financial condition, our shareholders decided to revoke the resolution adopted at the ordinary shareholders meeting held on April 24, 1997 by the shareholders of our predecessor, TMM, declaring a dividend
equivalent to $0.17 per Share, subject to our outstanding debt obligations and availability of funds. That dividend was not paid, and no other dividend has been declared since 1997.

Significant Changes

See Item 4. Information on the Company
 Business Overview  Recent Developments.



|ITEM 9. | THE OFFER AND LISTING
|------- | ---------------------

Trading

Our Series A Shares started trading on the Bolsa Mexicana de Valores, S.A. de C.V. (the Mexican Stock Exchange
or the Bolsa) on September 24, 1980 and our Series L Shares began trading on August 9, 1991. In June 1992, L Share ADSs, each representing one Series L Share, were issued by Citibank, N.A. as depositary in exchange for Rule
144A ADSs as part of an initial public offering, and commenced trading on the NYSE. On September 13, 2002, we completed a reclassification of our Series L Shares of stock as Series A Shares. The reclassification combined our two classes of
stock into a single class by converting each share of our Series L Shares into one share of our Series A Shares. The reclassification also eliminated the variable portion of our capital stock and we became a fixed capital corporation (sociedad
anónima). Following the reclassification, we had 56,963,137 Series A Shares outstanding. As a result of the elimination of the variable portion of our capital stock, our registered name changed from Grupo TMM, S.A. de C.V. to Grupo TMM,
S.A.



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As a result of the promulgation of the new securities law in Mexico in June of 2006, public
companies were transformed by operation of law into Sociedades Anónimas Bursátiles (Public Issuing Corporation) and were required to amend their bylaws to conform them to the provisions of the new law. On December 20, 2006, the
Company added the term Bursátil to its registered name to comply with the requirements under Mexicos new securities law or Ley del Mercado de Valores, resulting in Grupo TMM, Sociedad Anónima Bursátil, or Grupo
TMM, S.A.B. In addition, the Series A Shares of the Company were renamed and are now referred to as nominative common shares, without par value (Shares). The rights afforded by these new Shares are identical to the rights afforded by the
former Series A Shares.

Our Shares continue to trade in Mexico on the Bolsa. In the United States, our ADSs, each
representing five CPOs, are traded on the NYSE and are issued and exchanged by The Bank of New York Mellon in New York as the depositary. The Bank of New York Mellon replaced Citibank, N.A. as depositary on December 18, 2009. As of
March 7, 2012, of the 102,182,841 outstanding Shares, 39,083,000 were held in the form of ADSs.

The CPOs do not trade
independently of the Shares on the Bolsa. In the event that CPOs are sold to a Mexican national, the Shares underlying such CPOs will be delivered directly to the purchaser through S.D. Indeval, S.A. de C.V. (Indeval). Indeval is a
privately owned central securities depositary that acts as a clearing house, depositary, custodian, settlement, and transfer agent and registration institution for Mexican Stock Exchange transactions, eliminating the need for physical transfer of
securities. Because non-Mexican nationals cannot acquire direct interests in the Shares, in the event that the purchaser of such Shares is not a Mexican national, such Shares must be delivered in the form of CPOs through Indeval.

Limitations Affecting ADS Holders and CPO Holders

Each Share entitles the holder thereof to one vote at any of our shareholders meetings. Holders of CPOs are not entitled to vote the Shares underlying such CPOs. Such voting rights are exercisable
only by the CPO Trustee, which is required to vote all such Shares in the same manner as the holders of a majority of the Shares that are not held in the CPO Trust and that are voted at the relevant meeting.

Whenever a shareholders meeting approves a change of corporate purpose, change of domicile or restructuring from one type of
corporate form to another, any shareholder who has voted against such change or restructuring has the right to withdraw as a shareholder and receive an amount equal to the book value of its shares (in accordance with our latest balance sheet
approved by the annual ordinary general shareholders meeting), provided such shareholder exercises its right to withdraw during the 15-day period following the meeting at which such change or restructuring was approved. Because the CPO Trustee
is required to vote the Shares held in the CPO Trust in the same manner as the holders of a majority of the Shares that are not held in the CPO Trust and that are voted at the relevant meeting, appraisal rights will not be available to holders of
CPOs.

The tables below set forth, for the periods indicated, the reported high and low prices on the Mexican Stock Exchange
and on the NYSE for the Shares and the ADSs, respectively.

Mexican Stock Exchange

Price per Share

(Pesos)



|                     |  |        |       |  |     |  |       | 
|-------------------- |  | ------ | ----- |  | --- |  | ----- | 
|                     |  | Shares |      
|Previous five years: |  | High   |       |  | Low | 
|2007                 |  |        | 37.60 |  |     |  | 25.00 | 
|2008                 |  |        | 25.00 |  |     |  | 8.33  | 
|2009                 |  |        | 14.75 |  |     |  | 9.08  | 
|2010                 |  |        | 10.63 |  |     |  | 5.02  | 
|2011                 |  |        | 6.70  |  |     |  | 2.05  | 





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Mexican Stock Exchange

Price per Share

(Pesos)



|                                 |  |        |       |  |     |  |      | 
|-------------------------------- |  | ------ | ----- |  | --- |  | ---- | 
|                                 |  | Shares |      
|Previous two years (by quarter): |  | High   |       |  | Low | 
|2010:                            |  |        |       |  |     |  |      | 
|First Quarter                    |  |        | 10.63 |  |     |  | 7.10 | 
|Second Quarter                   |  |        | 8.00  |  |     |  | 5.14 | 
|Third Quarter                    |  |        | 8.05  |  |     |  | 5.02 | 
|Fourth Quarter                   |  |        | 7.67  |  |     |  | 6.10 | 
|2011:                            |  |        |       |  |     |  |      | 
|First Quarter                    |  |        | 6.70  |  |     |  | 5.53 | 
|Second Quarter                   |  |        | 6.03  |  |     |  | 4.01 | 
|Third Quarter                    |  |        | 5.10  |  |     |  | 2.05 | 
|Fourth Quarter                   |  |        | 6.63  |  |     |  | 3.61 | 
|2012:                            |  |        |       |  |     |  |      | 
|First Quarter                    |  |        | 5.35  |  |     |  | 4.00 | 

Mexican Stock Exchange

Price per Share

(Pesos)



|                     |  |        |      |  |     |  |      | 
|-------------------- |  | ------ | ---- |  | --- |  | ---- | 
|                     |  | Shares |     
|Previous six months: |  | High   |      |  | Low | 
|October 31, 2011     |  |        | 4.73 |  |     |  | 3.61 | 
|November 30, 2011    |  |        | 6.63 |  |     |  | 4.60 | 
|December 31, 2011    |  |        | 5.90 |  |     |  | 4.00 | 
|January 31, 2012     |  |        | 4.55 |  |     |  | 4.00 | 
|February 29, 202     |  |        | 4.82 |  |     |  | 4.27 | 
|March 31, 2012       |  |        | 5.35 |  |     |  | 4.61 | 



Source: InfoSel Financiero

New York
Stock Exchange

Price per ADS

(Dollars)



|                     |  |        |       |  |     |  |       | 
|-------------------- |  | ------ | ----- |  | --- |  | ----- | 
|                     |  | ADS(*) |      
|Previous five years: |  | High   |       |  | Low | 
|2007                 |  |        | 19.80 |  |     |  | 10.70 | 
|2008                 |  |        | 12.00 |  |     |  | 1.55  | 
|2009                 |  |        | 5.75  |  |     |  | 2.65  | 
|2010                 |  |        | 4.00  |  |     |  | 1.87  | 
|2011                 |  |        | 2.78  |  |     |  | 1.25  | 



|(*) | Effective August 24, 2009, the ADS to CPO ratio changed from 1:1 to 1:5.
|--- | ------------------------------------------------------------------------

New York Stock Exchange

Price per ADS

(Dollars)



|                                 |  |        |      |  |     |  |      | 
|-------------------------------- |  | ------ | ---- |  | --- |  | ---- | 
|                                 |  | ADS(*) |     
|Previous two years (by quarter): |  | High   |      |  | Low | 
|2010:                            |  |        |      |  |     |  |      | 
|First Quarter                    |  |        | 4.00 |  |     |  | 2.67 | 
|Second Quarter                   |  |        | 3.03 |  |     |  | 1.87 | 
|Third Quarter                    |  |        | 3.20 |  |     |  | 1.89 | 
|Fourth Quarter                   |  |        | 3.25 |  |     |  | 2.31 | 
|2011:                            |  |        |      |  |     |  |      | 
|First Quarter                    |  |        | 2.78 |  |     |  | 2.19 | 
|Second Quarter                   |  |        | 2.65 |  |     |  | 1.51 | 
|Third Quarter                    |  |        | 2.34 |  |     |  | 1.25 | 
|Fourth Quarter                   |  |        | 2.38 |  |     |  | 1.37 | 
|2012:                            |  |        |      |  |     |  |      | 
|First Quarter                    |  |        | 2.16 |  |     |  | 1.31 | 



|(*) | Effective August 24, 2009, the ADS to CPO ratio changed from 1:1 to 1:5.
|--- | ------------------------------------------------------------------------



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New York Stock Exchange

Price per ADS

(Dollars)



|                     |  |      |      |  |     |  |      | 
|-------------------- |  | ---- | ---- |  | --- |  | ---- | 
|                     |  | ADS  |     
|Previous six months: |  | High |      |  | Low | 
|October 31, 2011     |  |      | 1.84 |  |     |  | 1.37 | 
|November 30, 2011    |  |      | 2.38 |  |     |  | 1.64 | 
|December 31, 2011    |  |      | 1.98 |  |     |  | 1.43 | 
|January 31, 2012     |  |      | 1.68 |  |     |  | 1.31 | 
|February 29, 202     |  |      | 1.80 |  |     |  | 1.46 | 
|March 31, 2012       |  |      | 2.16 |  |     |  | 1.72 | 

Source: NYSE  Price history composite

Share Repurchase Program

On December 14, 2007, the Company announced
that its Board of Directors had given its approval to constitute a reserve fund to repurchase Shares during their meeting held in November of that year. The Share repurchase program was also approved by the Companys shareholders at a
shareholders meeting. The program was approved for an amount of up to $10 million.

The Company has repurchased
1,577,700 Shares under the program since its approval in 2007. As of March 7, 2012, of the 102,182,841 outstanding Shares, 39,083,000 were held in the form of ADSs.

The NYSE Continued Listing Standards

In accordance with Sections 801 and
802 of the NYSE Listed Company Manual, a company is considered to be below compliance standards if, among other things:



| |  |  | its average global market capitalization is less than $50 million over a 30 trading-day period and its stockholders equity is less than $50
million;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | its average global market capitalization is less than $15 million over a 30 trading-day period, which would result in immediate initiation of
suspension and delisting procedures; or
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | its average closing price of a listed security is less than $1.00 over a consecutive 30 trading-day period.
| | - |  | -----------------------------------------------------------------------------------------------------------

On October 17, 2008, the Company received an official notice from the NYSE, pursuant to which the Company was informed that it was
below criteria in connection with the applicable NYSE continued listing standard that states that if the average closing price of a security is less than $1.00 over a consecutive 30-trading day period, it is considered below criteria.

As of such date, the Company had a six-month period to cure this deficiency so it could remain listed on the NYSE. On
February 26, 2009, the NYSE submitted to the SEC an immediately effective rule filing which suspended the NYSEs $1.00 minimum price requirement on a temporary basis, initially through June 30, 2009 and later extended to July 31,
2009.



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The temporary suspension of the $1.00 minimum price requirement stated that companies
trading below the $1.00 minimum price criteria that did not regain compliance during the suspension period would recommence their compliance period upon reinstitution of the stock price continued listing standard and receive the remaining balance of
their compliance period.

Additionally, companies below the $1.00 minimum price criteria during the rule suspension period,
would be deemed to have regained compliance during this period if:



| | 1. | At the end of their respective six-month cure period, as established prior to this rules suspension, they have a $1.00 closing share price on both the last
trading day of the period and based on the preceding 30 trading days; and/or
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | At the end of any calendar month during the suspension they have a $1.00 closing share price on both the last trading day of such month and based on the 30 trading days
preceding the end of such month.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In order to comply with the NYSEs minimum price requirement, on
August 24, 2009 we changed our ADS ratio from one ADS for every one CPO to one ADS for every five CPOs. All fractional entitlements of the Companys ADS holders resulting from the reverse split were aggregated and sold by Citibank, N.A.,
the depositary at that time, on behalf of the ADS holders, and cash proceeds were distributed to the ADS holders in proportion to their fractional interests. There was no change to the Companys CPOs or the underlying nominative common shares.
For our ADS holders, the ratio change had the same effect as a one-for-five reverse stock split and thereby increased the listing price of our ADSs. As of the close of business on April 23, 2012, the closing price of our ADSs was $2.15.

As of June 30, 2011, the value of our stockholders equity had reduced to $51.4 million ($41.7 million before
minority interest). In August 2011, we engaged in discussions with the NYSE and explained to the NYSE that the reduction in our stockholders equity was primarily attributable to an appreciation of the Mexican peso against the U.S. dollar, as
approximately 90% of our total debt is denominated in Mexican pesos and an appreciation of the Mexican peso against the U.S. dollar negatively impacts our net income, which in turn reduces the value of our stockholders equity. Following our
discussions with the NYSE, the Mexican peso appreciated against the U.S. dollar, and the value of our total stockholders equity rose to $108.4 million ($104.5 million before minority interest) as of December 31, 2011, which brought us
into compliance with the NYSE continued listing standards.

We cannot assure you that our listing on the NYSE will continue.
See Item 3. Key Information  Risk Factors  Risks Relating to Ownership of our Equity and Item 4. Information on the Company  Recent Developments  NYSE Continued Listing Standards.



|ITEM 10. | ADDITIONAL INFORMATION
|-------- | ----------------------

Share Capital

Not applicable.

Memorandum and Articles of Association

The following is a summary of the provisions of the Estatutos Sociales (Bylaws) of Grupo TMM and is qualified in its entirety by the actual provisions within the Bylaws themselves and applicable
provisions of the General Law of Mercantile Companies (Ley General de Sociedades Mercantiles) and the Mexican Securities Law (Ley del Mercado de Valores). For a description of the provisions of our Bylaws relating to our Board of
Directors, General Director, Special Committees and Statutory Auditors, as well as Audit and Corporate Practices Committee, see Item 6. Directors, Senior Management and Employees.



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Organization and Register

We were incorporated in the United Mexican States as a sociedad anónima, as evidenced by public deed number 26,225 dated
August 14, 1987. We amended our Bylaws on August 29, 2002 in connection with the reclassification of our Series A Shares and Series L Shares.

On June 4th, 2008, certain articles of the Companys Bylaws were modified at the General Shareholders Meeting. The modification to Article 14 added further restrictions to the acquisition
or the transfer of the Companys shares providing more specific detail with respect to the requirements and authorizations required in order to acquire five percent or more of the Companys shares. Article 25 was modified in order to
comply with the Mexican Exchange Law (Ley del Mercado de Valores). Finally, Article 27 was modified to clarify which shareholders are required to sign the Shareholders Meeting Attendance Sheet. This General Shareholders Meeting was
properly formalized in public deed number 18,196 (filing before the Public Commerce Registry pending) by and before Mr. Juan Martín Álvarez Moreno, Public Brokerage number 46 of Mexico City, Federal District.

On December 15, 2009, certain articles of the Companys Bylaws were modified at the General Shareholders Meeting. The
modification to Article 6 approved a capital increase. This General Shareholders Meeting was properly formalized in public deed number 21,851 (filed before the Public Commerce Registry pending) by and before Mr. Juan Martín
Álvarez Moreno, Public Brokerage number 46 of Mexico City, Federal District.

Our statement of corporate purposes
authorizes us to engage in, among other things, shipping and transportation services, the development, organization and management of all types of companies or entities, the acquisition of shares or units of the capital stock of other companies or
entities, and generally, to carry out and execute all acts, transactions, agreements and operations of any nature as may be necessary or convenient in furtherance of our corporate purposes.

Board of Directors

Our business and affairs are managed by the Board of Directors and by a General Director. The Board of Directors consists of not more than 21 nor fewer than seven persons, provided that at least 25% of
the directors are independent. Our directors are elected annually at the Annual General Shareholders Meeting. The Board of Directors shall always have a Chairman, a First Vice-Chairman and a Second Vice-Chairman and other Directors.

The directors (whenever elected) shall remain in office for the period of time stated below, calculated from the date of
their appointment. The directors may be re-elected and, in case of the failure to appoint their substitute or if the designated substitute does not take office, the directors in office being substituted shall continue to perform their duties for up
to 30 calendar days following the date of expiry of the term for which they were appointed:



|                                   |  |                                                                                                                                           
|---------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------
|Position in the Board of Directors |  | Term                                                                                                                                      
|Chairman                           |  | 8 years                                                                                                                                   
|First Vice-Chairman                |  | 8 years                                                                                                                                   
|Second Vice-Chairman               |  | Between 4 and 8 years (As determined by the General Shareholders Meeting that elects him/her.)                                           
|Other Directors                    |  | 2 year                                                                                                                                    
|                                   |  | Except that in no event whatsoever shall more than one third (1/3) of the member directors be replaced for any fiscal year of the Company.

In the event of the permanent absence of the Chairman or of any of the Vice-Chairmen, the Board of
Directors, at the first meeting held after said permanent absence shall temporarily appoint from among its members or persons outside the same, the director or directors that shall fill relevant vacancies. Also, in the event of resignation or
permanent absence of any of the other directors, the Board of Directors shall make the appointments of temporary directors as may be required for the continuance of the Boards integration and duties. In both cases, a General Ordinary
Shareholders Meeting shall be called as soon as possible to ratify or make definitive appointments of the relevant directors and, in any case, in the absence of said call, the first General Shareholders Meeting held after any of said
events shall carry out the final appointment.



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The Board of Directors shall appoint a Secretary and a Deputy Secretary, who shall not be a
part of the Board of Directors. Said Secretary and Deputy Secretary may at any time be removed by the Board of Directors and their temporary and final absences shall be covered by the persons appointed by the Board of Directors. Despite the fact
that the Secretary and the Deputy Secretary are not members of the Board of Directors of the Company, they may sign jointly or severally and instruct the publication of any call to the Shareholders Meeting of the Company ordered or resolved by
the Board of Directors or the Audit and Corporate Practices Committee.

The meetings of the Board of Directors may be ordinary
or extraordinary. The ordinary meetings shall be held periodically on the dates and times designated by such Board of Directors, provided that such Board of Directors meets at least 4 times during each fiscal year. The extraordinary meetings shall
be held when the Chairman of the Board of Directors determines or at the request of 25% of the directors. The Board of Directors shall meet at the Companys registered office or at any other place in Mexico or abroad as determined beforehand in
the respective call. The meetings of the Board of Directors shall be presided over by the Chairman and in his absence, by the alternate Chairman and, in the absence of the alternate Chairman, by any director designated by the directors present at
the meeting in question, by a majority of votes.

In order for a Board of Directors meeting to be valid, at least half of the
directors that make up the Board of Directors from time to time must be in attendance and the Chairman and a Vice-Chairman shall always and in any event be in attendance. If a meeting of the Board of Directors may not be held due to the lack of
quorum or the absence of the Chairman and a Vice-Chairman, the call shall be repeated as many times as needed. In order for the resolutions of the Board of Directors to be valid, the favorable vote of the majority of the directors present at the
meeting in question is required. In the event of a tie, the Chairman of the Board of Directors, or his alternate, as applicable, shall have the tie-breaking vote.

For resolutions of the Board of Directors to be valid in connection with the matters listed below, the favorable vote of (i) the Chairman of the Board of Directors and (ii) the First
Vice-Chairman or the Second Vice-Chairman is required. The following matters shall be decided upon exclusively by the Board of Directors of the Company:



| | 1. | The approval and/or modification of the annual budget, which must be approved for each fiscal year of the Company;
| | -- | ------------------------------------------------------------------------------------------------------------------



| | 2. | The imposition or creation of any lien on any of the assets of the Company and/or of the corporations controlled by the Company, or the resolution of the Company and/or
of the corporations controlled by the Company, to guarantee obligations of the Company and/or of its subsidiaries, or to guarantee obligations of third parties, in all of said cases, when the value of any of said transactions involves in a single
act or in a series of related acts, an amount equal to or higher than five percent of the total consolidated assets of the Company during a calendar year;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | The decision to begin a new business line or the suspension of any business line developed by the Company or by any corporation in which the Company participates,
either directly or indirectly;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | Any decision related to the acquisition or sale of assets (including shares or equity interests or their equivalent, in any corporation controlled or not controlled by
the Company or in which the Company has a significant share, or to any financing and/or the creation of any liens, when the value of any of said transactions involves in a single act or in a series of related acts, an amount equal to or higher than
five percent of the total consolidated assets of the Company during a calendar year;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | The determination of the manner in which the Company shall exercise its voting rights regarding shares or equity interests (or their equivalent) issued by its
subsidiaries or entities in which the Company owns at least 20% of the capital stock thereof; and
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. | The establishment of any committee of the Company other than the Audit and Corporate Practices Committee.
| | -- | ---------------------------------------------------------------------------------------------------------



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The Board of Directors shall primarily have the duty of establishing general strategies for
the direction of the business of the Company and its subsidiaries and that of overseeing the management and direction of the same and the performance of the relevant managers or officers. Such Board may establish one or more committees. In any
event, the Company shall establish one or more committees in charge of the duties of audit and corporate practices.

General Director

The General Director, or Chief Executive Officer, shall be in charge of the day-to-day management of the Company, the direction and execution of the businesses of the Company and of its subsidiaries,
subject to the strategies, policies and guidelines approved by the Board of Directors or, as the case may be, by committees created pursuant to the corporate Bylaws.

In order to fulfill his duties, the General Director shall have the powers granted to him by the Board of Directors at the time of his appointment or at any other time after his appointment. For the
exercise of his duties and activities and the fulfillment of his obligations, the General Director shall be assisted by all the relevant managers and other employees of the Company and of the corporations controlled by the Company.

Audit and Corporate Practices Committee

The Board of Directors of the Company must establish a committee to carry out the audit and corporate practices functions that shall be integrated by at least three independent directors appointed by the
Board of Directors, which members are proposed by the Chairman. The foregoing notwithstanding, the Chairman of the Audit and Corporate Practices Committee must be appointed and/or removed from his position exclusively by the General
Shareholders Meeting and he must always be an independent director. The Chairman of the Audit and Corporate Practices Committee in no event whatsoever may preside over the Board of Directors.

The oversight of the management, direction and execution of the business of the Company and of its subsidiaries shall be entrusted to the
Board of Directors through the aforementioned Audit and Corporate Practices Committee, as well as through the individuals or corporations that carry out the external audit of the Company for each fiscal year.

Capital Stock

To conform to the provisions of the new Mexican Securities Law, our Series A Shares of capital stock were converted into nominative common shares without par value (Shares), thereby deleting
any series. The rights of the Series A Shares and the Shares are identical.

Consequently, our total capital stock is made up
of 103,760,541 Shares, of which 1,577,700 are held in treasury. Our total stated capital stock is Ps. 1,222,011,712.

Registration and Transfer

All Shares are evidenced by share certificates in registered form. Mexican law requires that all shares be represented by a certificate, although a single certificate may represent multiple shares of
stock. Certificates may be issued in the name of the registered holder. All of our share certificates are issued in the name of the registered holder. Mexican law also requires that all transfers, encumbrances and liens on nominative shares must be
recorded in the share registry book and are only enforceable against us and third parties after such registration occurs. S.D. Indeval, S.A. de C.V. (Indeval) is the registrar and transfer agent for the Shares held in book-entry form. A
global certificate representing all Shares in book entry form is deposited at Indeval. Shareholders holding their share certificates directly are required to be recorded as such by the secretary of the Company in our share registry book.

Shareholders Meetings

Shareholders are entitled to vote on all matters at ordinary or special shareholders meetings. The Board of Directors will convene an Annual Shareholders Meeting at least once a year on the
date determined by the Board of



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Directors within the first four months following the end of the fiscal year. In addition to dealing with the matters included on the agenda, the shareholders meeting should discuss, approve
or modify the report of the Board of Directors, of the General Director and of the committee(s) that carry out the duties of corporate and audit practices, related to (i) the day-to-day conduct of business, (ii) the general balance sheet,
(iii) the statement of income and losses, (iv) the statement of changes in financial position, and (v) the statement of the change in shareholders equity for such fiscal year. At such meeting directors shall also be appointed as
per our Bylaws for the next fiscal year and their compensation shall be determined.

All notices of shareholders
meetings shall be published once in the official newspaper of the domicile of the Company and in one of the newspapers of major circulation in such domicile, at least 15 days prior to the date scheduled for the meeting to be held. In order for the
Ordinary Shareholders Meetings to be considered legally convened as a result of the first call, at least half of the capital stock in circulation at that time must be represented thereat, and the resolutions of such meeting shall be valid when
passed by a majority of the votes present.

Ordinary Shareholders Meetings require the attendance of shareholders
holding at least half the shares that have the right to attend such meetings, and the affirmative vote of a majority of the holders present at any such meeting, in a first call, and in a second call, the affirmative vote of majority holders of
shares that have the right to attend any such meeting irrespective of the number of shares presents thereat, in order to take action.

Extraordinary Shareholders Meetings require the attendance of shareholders holding at least 75% of the shares that have the right to attend and vote at any such meetings, and the affirmative vote of
at least half the issued and outstanding shares having such voting right, in a first call, and in a second or subsequent call, the attendance and affirmative vote of at least half the issued and outstanding shares having the right to attend and vote
at any such meeting in order to take action.

Shareholders may be present or represented by a simple proxy at
shareholders meetings. Directors and statutory auditors of the Company may not represent any shareholder at any shareholders meeting.

In order to attend any meeting, shareholders must obtain an admission card prior to the meeting from Indeval or another financial institution in the United Mexican States or abroad. Such financial
institution must notify the Company (telegraphic or facsimile means are authorized) of the name of the depositor, the number of shares deposited and the date on which the deposit was made. Admission cards to shareholders meetings may be
regularly obtained through authorized brokers in the United Mexican States which, together with the list issued by Indeval, will be sufficient for any shareholder to obtain the corresponding admission card.

Limitation on Share Ownership

Mexican law and our corporate charter prohibit ownership of Shares by foreign investors. Any acquisition of Shares in violation of this charter provision would be null and void.

Any foreigner who acquires any interest or participation in our capital stock through CPOs will be considered a Mexican citizen insofar
as Mexican law and we are concerned (except with respect to the right to own Shares) and will be deemed to understand and agree that such foreigner may not invoke the protection of his government in connection with his interest or participation in
the Company, under penalty of forfeiture of such interest or participation in favor of the United Mexican States.

We
contributed Shares of our capital stock to the Master Neutral Investment Trust (Fideicomiso Maestro de Inversion Neutra)(the CPO Trust) established with a 30-year term by Nacional Financiera, S.N.C. (the CPO Trustee)
on November 24, 1989. The CPO Trustee authorized the issuance of non-redeemable ordinary participation certificates (certificados de participación ordinarios no amortizables)(CPOs) that correspond to our Shares. One
CPO may be issued for each of our Shares contributed to the CPO Trust. CPOs constitute separate negotiable instruments different and apart from our Shares, and afford to their holders only economic rights attaching to Shares. Consequently, holders
of CPOs are not entitled to exercise any voting rights with respect to the Shares held in the CPO Trust. Such voting rights are exercisable only by the CPO Trustee, which is required by the terms of the CPO Trust to vote such Shares in the same
manner as holders of a majority of the outstanding Shares not held in the CPO Trust and voted at the relevant meeting.



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Prior to its termination date, the CPO Trustee will sell Shares held by the CPO Trust, and
deliver the proceeds thereof to CPO holders in proportion to their respective CPO holdings. Alternatively, we may establish a new trust to enable continued foreign equity participation in the Company. Although, we will endeavor to establish a new
trust to substitute the CPO Trust, no assurance can be made that we will in fact establish or be able to establish such new trust.

Mexican and non-Mexican investors may hold CPOs without restrictions of any kind.

We note that because CPOs are negotiable instruments separate and apart from Shares of the Company, holders of CPOs do not qualify as
shareholders, and may not exercise the minority rights afforded by the General Law of Mercantile Companies and Mexican Securities Law of the United Mexican States, except for the right to exercise a derivative action for civil liability against the
Directors and relevant officers of the Company or its subsidiaries, as further detailed in section entitled Minority Rightsbelow.

Acquisition of Share Capital

On December 20, 2006, the Company
amended Article 14 of its Bylaws to provide that the consent of the Board of Directors would be required for acquisitions that would result in any person or group of persons acquiring five percent or more of our Shares whether in a single
transaction or in several simultaneous or successive transactions, notwithstanding the number of shares that such person may own at such time. If the approved process is not complied with, the acquirer will not be entitled to vote the acquired
Shares. The approved process will apply only to direct acquisitions of Shares and not to CPOs and ADSs. In addition, the acquisition of Shares by any Mexican national may also be subject to the applicable provisions of Mexican antitrust laws. The
Board is required to resolve with respect to any request for authorization to acquire five percent or more of our Shares within a period of three months following the request and to take into account certain criteria as set forth in our Bylaws that
relates to the consequences affecting the Company by such acquisition. Notwithstanding this restriction, in the event of a public offering for the acquisition of 100% of our Shares, no authorization by the Board of Directors in connection with such
public offering is necessary and the Board of Directors is required by law to render an opinion related to the terms and conditions of such public offering which opinion is to be rendered pursuant to applicable regulations. Our Bylaws provide that
any amendment to the aforementioned provision may only be approved at a General Extraordinary Shareholders Meeting, at which shares representing five percent or more of the capital stock of the Company have not voted against.

On June 4, 2008, Article 14 of the Companys Bylaws was further modified at the General Shareholders Meeting. These
modifications added further restrictions to the acquisition or the transfer of the Companys shares providing more specific detail with respect to the requirements and authorizations required in order to acquire five percent or more of the
Companys shares.

Rights

1. Applicable to Shareholders, CPOs holders and the CPO Trustee

The
shareholder, or group of shareholders representing at least five percent or more of the capital stock, may exercise a derivative action for civil liability against the directors and relevant officers of the Company, provided the complaint includes
the total amount of the liabilities in favor of the Company, its subsidiaries or entities in which the Company owns 20% or more of the capital stock thereof, and not only the personal interest of the petitioners. The assets obtained as a result of
the claim shall be for the benefit of the Company, its subsidiaries, or such entities, as applicable.

Pursuant to the Mexican
Securities Law, CPOs or ADSs holders, as well as the CPO Trustee, may also exercise the aforementioned civil liability action.



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2. Applicable to Shareholders

The shareholder or group of shareholders representing at least 20% or more of the capital stock may oppose in court the resolutions of the
General Shareholders Meetings, provided (i) the complaint is filed within the 15 days following the adjournment of the Shareholders Meeting, (ii) the plaintiffs have not attended the Shareholders Meeting or they have cast
their vote against the resolution, and (iii) the complaint states the clause of the Companys Bylaws or of the legal norm violated, as well as a description of the violation. Shareholders exercising such opposition right must deposit their
Shares before a Notary Public or an authorized financial institution and their complaint shall be accompanied by evidence of such deposit. Deposited shares may not be withdrawn until a final judgment is rendered.

The shareholder or group of shareholders representing at least 10% of the capital stock shall be entitled to appoint, at the Annual
General Ordinary Shareholders Meeting held in order to elect directors, a Regular Member and, as the case may be, his respective alternate. The appointment of any director carried out by a minority may only be reversed when all other directors
are also removed, unless the removal is attributable to a justified reason according to the applicable law.

Holders of 10% or
more of the capital stock of the Company may require the Chairman of the Board of Directors or of the Audit and Corporate Practices Committee to call a General Shareholders Meeting.

The shareholder or group of shareholders representing, at least, 10% of the shares represented at a Shareholders Meeting may
request that the voting on any matter of which they are not sufficiently informed be postponed and in said case the voting on said matter shall be postponed for three calendar days, without the need for a new call. This right may be exercised only
once for the same matter.

In addition, shareholders are entitled to (i) review all information and documents pertaining
to the matters for which a Shareholders Meeting has been called at the offices of the Company and within at least 15 calendar days of the scheduled date of the meeting; (ii) request that certain relevant issues be dealt with at the
meeting that were not originally on the agenda for the meeting, if called for under sundry or general matters in the relevant call for the meeting; (iii) be represented at the meeting by persons designated by them pursuant to standard proxy
forms that are to be made available by the Company with at least 15 calendar days prior to the date scheduled for the meeting which will contain the name of the Company, the matters to be discussed at the meeting and spaces for instructions as to
the manner of the vote; and (iv) execute agreements between or among different shareholders provided that any such shareholders agreement(s) must be disclosed to the Company within five business days following the date of their execution
for disclosure thereof to the public through the relevant stock exchanges and disclosure of their existence in the annual reports of the Company, and provided further that such agreements will not affect any voting at any Shareholders Meeting
of the Company, may not be enforced against the Company and will only be effective among the executing shareholders upon disclosure to the public as aforesaid.

Limitation of Officers and Directors Liability

In
addition to voting for directors at the Annual Shareholders Meeting, shareholders are asked to vote upon the financial statements of the Company and the annual reports of the Board of Directors, the Audit and Corporate Practices Committee, and
the General Director. If the holders of a majority of the votes entitled to be cast approve managements performance, all shareholders are deemed to have released the directors and officers from claims or liability to us or our shareholders
arising out of actions taken or any failure to take actions by any of them on our behalf during the prior fiscal year, with certain exceptions. Officers and directors may not be released from any claims or liability for criminal acts, fraud,
self-dealing or gross negligence.

Members of the Board of Directors and the officers of the Company shall not incur,
individually or jointly, any responsibility for the damages and/or losses they may cause to the Company or its subsidiaries or of entities in which the Company owns 20% or more of the capital stock thereof, derived from acts executed by, or
decisions made, by any of them, to the extent that acting in good faith, any of the following exclusions of responsibility applies:



| | (i) | They fulfill the requirements that the Bylaws and the applicable laws may stipulate for the approval of matters to be dealt with by the Board of Directors or, as the
case may be, by committees of which they are members.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | (ii) | They make decisions or vote at the meetings of the Board of Directors or, as the case may be, committees to which they belong, based on the information provided by the
relevant managers, the corporation providing the external audit services or the independent experts, whose capacity and credibility do not offer a cause for reasonable doubt.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | They have selected the most suitable alternative, to the best of their knowledge and belief, or negative property damages had not been foreseeable, in both cases, based
on the information available at the time of the decision.
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | They fulfill the resolutions of the Shareholders Meeting, provided these do not violate the law.
| | ---- | -------------------------------------------------------------------------------------------------

We shall indemnify and hold the directors, the General Director and all other relevant managers of the Company or of the mercantile
corporations controlled by the Company harmless from all damages and/or losses that their performance may cause to the Company and the corporations controlled by the Company or in which it has a significant influence, except in the event of
deceitful acts or acts in bad faith, unlawful acts in accordance with the applicable legislation or whose indemnity, pursuant to said legislation may not be agreed or granted by the Company. For said purposes, we may obtain liability insurance or
any similar insurance and grant any bonds and bails that may be necessary or convenient. All legal costs related to the respective defense shall be payable by us against general expenses, which shall only be refunded to the Company by the director
in question, the General Director or the relevant manager in question, when required pursuant to a firm court order releasing the Company from its indemnity obligations.

Liquidation Rights

Any liquidation of the Company shall be carried
out in the manner provided under the valid General Law of Mercantile Companies. The shareholders meeting, in the act of agreeing to the dissolution, should establish the rules that, in addition to the legal provisions and the provisions
provided herein, should dictate the actions of the liquidators. Holders of 75% of the votes entitled to be cast is required to approve a liquidation of the Company.

Dividends

Dividends are declared by the shareholders. All holders
of common stock (represented by Shares, CPOs or ADSs) will share equally on a per share basis in any dividend declared by our shareholders.

Certain Voting Rights

Our only class of outstanding capital stock
consists of Shares. Shares, when properly issued, are fully voting shares of capital stock without par value.

Preemptive and Other Rights

In case of a capital increase, except in the case of treasury shares (in which case no preemptive rights applies), the holders of Shares have the preemptive right to subscribe for the new shares issued as
a result of a capital increase, in proportion to the number of Shares owned by each of them.

Material Contracts

See Item 5. Operating and Financial Review and Prospects  Liquidity and Capital Resources  Indebtedness.



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Exchange Controls

There are currently no exchange controls in Mexico; however, Mexico has imposed foreign exchange controls in the past. Pursuant to the provisions of NAFTA, if Mexico experiences serious balance of payment
difficulties or the threat thereof in the future, Mexico would have the right to impose foreign exchange controls on investments made in Mexico, including those made by U.S. and Canadian investors.

United States Federal Income and Mexican Federal Taxation

The following is a summary of certain United States federal income tax and certain Mexican federal tax consequences related to the acquisition, ownership, and disposition of our ADSs by certain holders.

The Convention for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion and a Protocol thereto between the
United States and Mexico became effective on January 1, 1994 and has been amended by additional protocols (collectively, the Tax Treaty). The United States and Mexico have also entered into an agreement concerning the exchange of
information with respect to tax matters.

This summary is not intended as tax advice to any particular holder of ADSs, which
can be rendered only in light of that holders particular circumstances. Accordingly, each holder of ADSs is urged to consult such holders tax advisor with respect to the specific tax consequences to such holder of the acquisition,
ownership and disposition of our ADSs, including the availability and applicability of any tax treaty to such holder.

The
summary with respect to certain United States federal income tax consequences is based on the Internal Revenue Code of 1986 (the Code), the Treasury Regulations promulgated thereunder, and administrative and judicial interpretations
thereof, all as of the date of this Annual Report and as applicable in the current taxable year, and all of which are subject to change, possibly with retroactive effect, or to different interpretations. The summary with respect to certain Mexican
federal taxes is based on the Mexican federal tax laws, the Tax Treaty, regulations issued thereunder, rulings and general rules issued by the Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito
Público), official pronouncements and judicial decisions, all as of the date of this Annual Report, and all of which are subject to change, possibly with retroactive effect, or to different interpretations.

General

For purposes of this summary, a U.S. holder means a beneficial owner of ADSs, who is, for U.S. federal income tax purposes, (i) a citizen or resident of the United States, (ii) a
domestic corporation (or other entity taxable as a corporation), (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of source, or (iv) a trust, if (A) a court within the United States is able to
exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or (B) the trust has a valid election in place to be treated as a
United States trust. A non-U.S. holder is any holder other than a U.S. holder. The tax treatment of persons who hold their ADSs through a partnership (including an entity treated as a partnership for U.S. federal income tax purposes)
generally will depend upon the status of the partner and the activities of the partnership. Partners in a partnership holding ADSs should consult their tax advisors.

For purposes of this summary, a non-resident U.S. holder is a U.S holder that is a non-resident of Mexico for Mexican federal tax purposes and that does not have a permanent establishment in
Mexico. In general, for Mexican federal tax purposes, an individual is a resident of Mexico if he has established his home in Mexico, unless he has a home both in Mexico and abroad; in such case, an individual will be considered to be a resident of
Mexico if the individuals center of vital interests is in Mexico. For these purposes, the center of vital interests will be considered to be located in Mexico, among other cases, if either (i) more than 50% of the
individuals total income in a calendar year is derived from sources in Mexico, or (ii) the main center of the individuals professional activities is located in Mexico. Mexican nationals who are state officials or state workers are
deemed to be residents of Mexico, even though their individual center of vital interests is located abroad. A Mexican national is presumed to be a resident of Mexico unless such person can demonstrate otherwise. A legal entity is a resident of
Mexico if it maintains the principal administration of its business or the effective location of its management in Mexico. If a



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legal entity or an individual is deemed to have a permanent establishment in Mexico for Mexican federal income tax purposes, all income attributable to such permanent establishment will be
subject to Mexican federal income tax, in accordance with applicable laws.

If an individual or legal entity ceases to be a
resident of Mexico for Mexican federal tax purposes, such individual or legal entity must make certain filings with the Mexican tax authorities generally within a 15-day period before its change of residency.

A non-resident of Mexico is an individual or legal entity that does not satisfy the requirements to be considered a resident of Mexico
for Mexican federal tax purposes.

Certain Mexican Federal Tax Consequences

This summary of certain Mexican federal tax consequences relates only to non-resident U.S. holders of our ADSs. This summary does not
aaddress all of the Mexican tax consequences that may be applicable to specific holders of the Shares (including a holder that controls the Company, an investor that holds 10% or more of the Shares or holders that constitute a group of persons for
purposes of Mexican law).

Dividends Dividends, either in cash or in any other form, paid with respect to the
Shares underlying the CPOs represented by our ADSs generally will not be subject to Mexican withholding tax.

Capital Gains Capital gains arising from the sale or other disposition of our ADSs generally will not be subject to Mexican income tax.

Deposits and withdrawals of ADSs will not give rise to any Mexican tax or transfer duties.

The sale of our ADSs will not be subject to the Mexican flat rate business tax (Impuesto Empresarial a Tasa Unica).

In general, commissions paid in brokerage transactions for the sale of our ADSs on the Mexican Stock Exchange are subject to a value-added tax of 16%.

Other Mexican Taxes There are no Mexican inheritance or succession taxes applicable to the ownership, transfer or
disposition of our ADSs. Gratuitous transfers of our ADSs may, in some circumstances, subject the recipient to Mexican federal income tax. There are no Mexican stamp, issue, registration or similar taxes or duties payable by non-resident U.S.
holders with respect to our ADSs.

Certain United States Federal Income Tax Consequences

U.S. Holders

The following is a summary of certain United States federal income tax consequences to U.S. holders of the acquisition, ownership and disposition of ADSs. This discussion does not purport to be tax or
legal advice and may not be applicable depending upon a U.S. holders particular situation.

Each U.S. holder should
consult such U.S. holders own tax advisor with respect to the current and, possibly future, U.S. federal, state, local and foreign tax consequences to such U.S. holder of the acquisition, ownership and disposition of ADSs.

This summary is directed solely at U.S. holders that hold their ADSs as capital assets and whose functional currency is the Dollar. This
summary does not discuss all of the U.S. federal income tax consequences that may be relevant to U.S. holders, particularly those that may be subject to special treatment under U.S. federal income tax laws, such as partnerships, banks, financial
institutions, thrifts, real estate investment trusts, regulated investment companies, insurance companies, dealers in securities or currencies, U.S. holders whose functional currency is not the U.S. dollar, tax-exempt investors, expatriates, former
long-term U.S. residents, U.S. holders that reside outside



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the United States, persons who received shares in return for services rendered or in connection with their employment, securities traders who elect to account for their investments in ADSs on a
mark-to-market basis, persons that own (or are deemed to own for U.S. tax purposes) 10% or more of the voting stock of the Company, or persons that hold their ADSs as part of a hedge, straddle, conversion or other integrated transaction. This
summary does not discuss any United States federal estate, gift or alternative minimum tax consequences or the tax laws of any state, local or foreign government that may be applicable.

For United States federal income tax purposes, a holder of an ADS generally will be treated as the beneficial owner of the CPOs
represented by such ADS and such CPOs will represent a beneficial interest in the underlying Shares represented by such CPOs.

Distributions Distributions with respect to our ADSs that are paid out of our current or accumulated earnings and profits
(as determined for United States federal income tax purposes) will be includible in the gross income of a U.S. holder as ordinary dividend income when the distributions are received by the depositary and will not be eligible for the dividends
received deduction otherwise allowable to U.S. holders that are corporations. To the extent that a distribution exceeds our current and accumulated earnings and profits, it will be treated first as a nontaxable return of the U.S. holders
adjusted tax basis in its ADSs to the extent of such tax basis, and then as gain from the sale or exchange of a capital asset. A U.S. holder must include in gross income as ordinary income the gross amount of the dividends.

The amount of any dividend paid in Pesos will be included in income by a U.S. holder in an amount equal to the Dollar value of the Pesos
received, based on the exchange rate in effect on the date the distribution is includible in income by the U.S. holder, regardless of whether the Pesos are converted into Dollars. A U.S. holder will have a basis in the Pesos received equal to their
Dollar value on the date of receipt. Any gain or loss recognized on a subsequent sale or conversion of the Pesos for a different amount generally will be U.S. source ordinary income or loss. Dividends generally will constitute foreign source income
for U.S. federal tax credit purposes.

Certain dividends received with respect to the ADSs by an individual U.S. holder may be
subject to United States federal income tax at a maximum rate of 15% if the dividends are qualified dividends. Qualified dividends with respect to an individual U.S. holder generally include dividends that are received from a
qualified foreign corporation, provided the U.S. holder meets certain holding period requirements with respect to its ownership of such qualified foreign corporation. A qualified foreign corporation generally includes a foreign
corporation if (A) (i) its shares, including its ADSs, are readily tradable on an established securities market in the United States, or (ii) it is eligible for the benefits of a comprehensive income tax treaty with the United States
that the Internal Revenue Service (IRS) has approved for purposes of the qualified dividend rule, and (B) it was not a passive foreign investment company (PFIC) in the taxable year in which the dividend was paid or in
the preceding taxable year. The ADSs are traded on the New York Stock Exchange and will qualify as readily tradable on an established securities market in the United States for purposes of this rule as long as they are so listed. Further, as
discussed below, we believe that we are not a PFIC. Therefore, we believe that dividends paid to an individual U.S. holder with respect to the ADSs generally are subject to U.S. federal income tax at a maximum rate of 15%, provided such U.S. holder
otherwise meets the requirements for the application of such rate. The maximum 15% tax rate is effective with respect to qualified dividends includible in income during any taxable year ending before January 1, 2013.

Capital Gains In general, upon the sale or other disposition of ADSs, a U.S. holder will recognize gain or loss equal to
the difference between the amount realized on the sale or disposition (in Dollars, generally determined at the spot rate on the date of disposition, or in the case of a cash basis U.S. holder, at the exchange rate in effect on the settlement date,
if the amount realized is denominated in a foreign currency) and the U.S. holders adjusted tax basis in the ADSs (in Dollars). The gain or loss will be treated as capital gain or loss if the ADSs were held as a capital asset and will be
long-term capital gain or loss if the ADSs have been held for more than one year on the date of the sale or other disposition. Capital gains of individuals generally are taxed at lower rates than items of ordinary income. With respect to sales or
other dispositions occurring during any taxable year ending before January 1, 2013, the maximum long-term capital gain tax rate for an individual U.S. holder is generally 15%. The deductibility of capital losses is subject to limitations.
Deposits and withdrawals of CPOs by a U.S. holder in exchange for ADSs generally will not result in the realization of gain or loss for U.S. federal income tax purposes. Gain or loss recognized by a U.S. holder on a sale or other disposition of ADSs
generally will be treated as gain or loss from sources within the United States for United States foreign tax credit purposes.



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The rules governing foreign tax credits are complex and U.S. holders should consult
their own tax advisors regarding the application of these rules in their particular circumstances.

PFIC We
believe that we were not a PFIC for United States federal income tax purposes for the 2011 taxable year and we do not anticipate being a PFIC for the 2012 taxable year. However, because PFIC status depends upon the composition of our income and
assets and the market value of our assets from time to time (including certain equity investments of less than 25 percent) and because the characterization of certain income and assets is uncertain under the PFIC rules, there can be no assurance
that we will not be considered a PFIC for any taxable year. If we were treated as a PFIC for any taxable year during which a U.S. holder held ADSs, certain adverse consequences could apply to such U.S. holder.

In general, if we were treated as a PFIC for any taxable year, gain recognized by a U.S. holder on the sale or other disposition of ADSs
would be allocated ratably over the U.S. holders holding period for such ADSs. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount
allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, and an interest charge would be imposed on the tax liability attributable to such amounts. Further,
generally, to the extent any distribution during a taxable year to a U.S. holder in respect of ADSs exceeds 125% of the average of the annual distributions in respect of such ADSs received by such U.S. holder during the preceding three taxable
years, such excess distribution would be subject to taxation as described in the preceding sentence. Certain elections may be available to mitigate the adverse consequences resulting from PFIC status.

Information Reporting and Backup Withholding  Dividends on, and proceeds from the sale or other disposition of, ADSs paid to
a U.S. holder generally may be subject to the information reporting and backup withholding rules under the Code unless such U.S. holder (i) certifies its correct taxpayer identification number, (ii) certifies that it is exempt from, or
otherwise not subject to, backup withholding, and (iii) complies with any other applicable requirements of the backup withholding rules. Any amount withheld under these rules generally will be allowed as a credit against the U.S. holders
United States federal income tax liability, provided certain information is timely provided to the IRS.

Non-U.S. Holders

A non-U.S. holder generally will not be subject to United States federal income or withholding tax on dividends received
with respect to ADSs, unless such income is effectively connected with the conduct by such non-U.S. holder of a United States trade or business (or, in the case of a non-U.S. holder that qualifies for the benefits of an income tax treaty with the
United States, such income is attributable to a permanent establishment or fixed place of business of such non-U.S. holder in the United States).

A non-U.S. holder of ADSs will not be subject to United States federal income or withholding tax on gain realized on the sale or other disposition of ADSs, unless (1) such gain is effectively
connected with the conduct by such non-U.S. holder of a United States trade or business (or, in the case of a non-U.S. holder that qualifies for the benefits of an income tax treaty with the United States, such gain is attributable to a permanent
establishment or fixed place of business of such non-U.S. holder in the United States), or (2) in the case of gain realized by an individual non-U.S. holder, such non-U.S. holder is present in the United States for 183 days or more in the
taxable year of the sale or other disposition and certain other conditions are met.

Although non-U.S. holders generally are
exempt from backup withholding, a non-U.S. holder may be required to comply with certification and identification procedures in order to establish such exemption.



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Documents On Display

All documents concerning the Company referred to herein may be inspected at our offices in Mexico City. We will provide a summary of such documents in English upon request. In addition, the materials in
this Annual Report on Form 20-F, and exhibits thereto, may be inspected and copied at the Securities and Exchange Commissions public reference room in Washington, D.C. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for
further information on public reference rooms. The Securities and Exchange Commission maintains a web site on the Internet at http://www.sec.gov that contains reports and other information regarding us.



|ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------

The following information includes forward-looking statements that involve risk and uncertainties. Actual results could differ from those presented. All information below is presented under
IFRS as of December 31, 2010, in U.S. dollars.

We are exposed to market risks arising from changes in interest rates,
foreign exchange rates, equity prices and commodity prices. We use derivative instruments, on a selective basis, to manage these risks. We do not use derivative instruments for trading or speculative purposes. We maintain and control our treasury
operations and overall financial risk through policies approved by senior management and our Board of Directors.

Foreign Currency Risk

A majority of the Companys revenues are denominated in U.S. dollars, and the majority of our costs and expenses are
denominated in Pesos. As such, the Company is exposed to foreign currency risk and may occasionally use currency derivatives to manage alternating levels of exposure. These derivatives allow the Company to offset an increase in operating and/or
administrative expenses arising from foreign currency appreciation or depreciation against the U.S. dollar.

The
Companys income from operations may therefore be materially affected by variances in the exchange rate between the U.S. dollar and the Mexican Peso. The Company has sought to minimize its exposure to foreign currency risk by holding its debt
primarily in Mexican Pesos. Mexican Pesos historically have been subject to greater risk of devaluation and have tended to depreciate against the U.S. dollar. Currently, approximately 95% of the Companys indebtedness is denominated in Mexican
Pesos, most of which is long-term debt incurred in connection with the Companys Trust Certificates Program. Certificates issued under the Trust Certificates Program have a 20-year term and do not require the Company to make any principal
payments prior to maturity.

The Company currently believes that its strategy of holding the majority of its debt as
long-term, Mexican Peso-denominated debt will allow it to effectively manage its foreign currency risk without the use of currency derivatives or other hedging instruments. However, the Company has in the past, and may from time to time in the
future, enter into currency derivatives denominated in Mexican Pesos or other relevant currencies to attempt to manage its foreign currency risk. These derivatives should allow the Company to offset an increase in operating and/or administrative
expenses arising from foreign currency appreciation or depreciation against the U.S. dollar.

At December 31, 2011 and
2010, the Company had monetary assets and liabilities denominated in currencies other than the United States dollar as follows:



|            |  |                           |          |   |      |   |          |  
|----------- |  | ------------------------- | -------- | - | ---- | - | -------- | -
|            |  | December 31,              |         
|            |  | (in thousands of Dollars) |         
|            |  | 2011                      |          |   | 2010 |  
|Assets      |  | $                         | 91,886   |   |      | $ | 134,519  |  
|Liabilities |  |                           | (762,609 | ) |      |   | (875,427 | )
|            |  |                           |          |   |      |   |          |  
|            |  | $                         | (670,723 | ) |      | $ | (740,908 | )
|            |  |                           |          |   |      |   |          |  

The objective of the Company when using these derivatives is always to manage specific risks and
exposures, and not to trade such instruments for profit or loss. A majority of the Companys indebtedness is denominated in Pesos, and most of this debt is fixed-rate.



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Interest Rate Risk

We depend upon debt-financing transactions, including debt securities, bank and vendor credit facilities and leases, to finance our operations. These transactions expose us to interest rate risk, with the
primary interest rate risk exposure resulting from changes in the relevant base rates (CETES, TIIE, LIBOR and/or prime rate) which are used to determine the interest rates that are applicable to borrowings under our credit facilities. We are also
exposed to interest rate risk in connection with the refinancing of maturing debt.

The table below provides information about
the Companys debt obligations. For debt obligations, the table represents principal cash flows and related weighted average interest rates by expected maturity dates. The information is presented in thousands of U.S. dollars, which is the
Companys reporting currency.



|                      |  |                                                                   |       |   |      |   |       |      |  |   |       |   |  |            |        |   |       |   |         |            |  |   |         |   |  |   |         |  
|--------------------- |  | ----------------------------------------------------------------- | ----- | - | ---- | - | ----- | ---- |  | - | ----- | - |  | ---------- | ------ | - | ----- | - | ------- | ---------- |  | - | ------- | - |  | - | ------- | -
|                      |  | Breakdown of Fixed and Variable Rates of Financial Obligations(1) |      
|                      |  | Expected Maturity                                                 |      
|Liabilities           |  | 2012                                                              |       |   | 2013 |   |       | 2014 |  |   | 2015  |   |  | Thereafter |        |   | Total |   |         | Fair Value | 
|                      |  | (in thousands of Dollars)                                         |      
|Long-Term Debt        |  |                                                                   |       |   |      |   |       |      |  |   |       |   |  |            |        |   |       |   |         |            |  |   |         |   |  |   |         |  
|Fixed Rate            |  | $                                                                 | 5,420 |   |      | $ | 5,560 |      |  | $ | 5,674 |   |  | $          | 3,858  |   |       | $ | 16,361  |            |  | $ | 36,873  |   |  | $ | 36,873  |  
|Average Interest Rate |  |                                                                   | 8.38  | % |      |   | 8.35  | %    |  |   | 8.16  | % |  |            | 7.82   | % |       |   | 7.32    | %          |  |   | 8.38    | % |  |   | *       | *
|Variable Rate         |  | $                                                                 | 2,835 |   |      | $ | 3,019 |      |  | $ | 3,174 |   |  | $          | 17,472 |   |       | $ | 751,824 |            |  | $ | 778,324 |   |  | $ | 778,324 |  
|Average Interest Rate |  |                                                                   | 7.33  | % |      |   | 7.32  | %    |  |   | 7.32  | % |  |            | 7.31   | % |       |   | 7.30    | %          |  |   | 7.32    | % |  |   | *       | *



|(1) | Information as of December 31, 2011
|--- | -----------------------------------

|** | Not applicable
|-- | --------------

From time to
time, we use derivative financial instruments such as interest rate cap transactions for hedging purposes in order to reduce our exposure to increases in interest rates

On July 19, 2007, the Company entered into a three-year interest cap transaction with Banco Santander, S.A. in an amount of Ps. 3.00 billion to hedge against fluctuations in the TIIE rates in Mexico.
This contract was entered into in connection with the first tranche of the Trust Certificates Program.

On April 30,
2008, the Company entered into a three-year interest cap transaction with Banco Santander, S.A. in an amount of Ps. 1.55 billion to hedge against fluctuations in the TIIE rates in Mexico. This contract was entered into in connection with the second
tranche of the Trust Certificates Program.

On July 3, 2008, the Company entered into a three-year interest cap
transaction with Banamex, S.A. in an amount of Ps. 4.39 billion to hedge against fluctuations in the TIIE rates in Mexico. This contract was entered into in connection with the third tranche of the Trust Certificates Program.

On March 19, 2009, the Company entered into a one-year interest cap transaction with Banamex, S.A. in an amount of Ps. 2.84 billion
to hedge against fluctuations in the TIIE rates in Mexico. This contract was entered into in connection with the first tranche of the Trust Certificates Program, extending the hedge for an additional year.

On July 29, 2010, the Company entered into a three-year interest cap transaction with Banamex, S.A. in an amount of Ps. 10.5 billion
to hedge against fluctuations in the TIIE rates in Mexico. This contract was entered into in connection with the fourth issuance of the Trust Certificates Program.

Commodity Price Risk

The Company is exposed to price changes in the
commodities markets for certain inventory goods, and specifically fuel. The Company purchases its diesel fuel on a spot basis within Mexico, and it purchases ship bunker fuel in the United States for certain of its operations. These purchases are
affected by price changes in the international energy commodity market. In the past, the Company has entered into diesel fuel and other energy commodity derivatives transactions to manage these risks and may continue to engage in similar
transactions in the future.



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Inflation Rate Risk

A substantial increase in the Mexican inflation rate would have the effect of increasing our Peso-denominated costs and expenses, which could affect our results of operations and financial condition. High
levels of inflation may also affect the balance of trade between Mexico and the United States and other countries, which could adversely affect our results of operations.

Derivative Instruments

As of December 31, 2010, the only derivative
instruments held by the Company are the interest rate caps used for hedging purposes in the fourth issuance of certificates under our Trust Certificates Program.



|ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|-------- | ------------------------------------------------------

American Depositary Shares

The Bank of New York Mellon, the depositary,
collects its fees for delivery and surrender of ADSs directly from investors depositing CPOs or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to
investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deductions from cash distributions or by directly
billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.



|                                                                                                                                                          |  |                                                                                                                                                                                                                           
|--------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Persons depositing or withdrawing CPOs must pay:                                                                                                          |  | For:                                                                                                                                                                                                                      
|                                                                                                                                                          | 
|$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)                                                                                                     |  |        Issuance of ADSs, including issuances resulting
from a distribution of CPOs or rights or other property         Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
|                                                                                                                                                          | 
|$.02 (or less) per ADS                                                                                                                                    |  |        Any cash distribution to ADS registered holders                                                                                                                                                                   
|                                                                                                                                                          | 
|$.02 (or less) per ADSs per calendar year                                                                                                                 |  |        Depositary services                                                                                                                                                                                               
|                                                                                                                                                          | 
|A fee equivalent to the fee that would be payable if securities distributed to holders had been CPOs and the CPOs had been deposited for issuance of ADSs |  |        Distribution of securities distributed to holders of deposited securities which
are distributed by the depositary to ADS registered holders                                                                       
|                                                                                                                                                          | 
|Registration or transfer fees                                                                                                                             |  |        Transfer and registration of CPOs on the register to or from the name of the
depositary or its agent when a holder deposits or withdraws CPOs                                                                     
|                                                                                                                                                          | 
|Expenses of the depositary                                                                                                                                |  |        Cable, telex and facsimile transmissions as
expressly provided in the deposit agreement         Converting foreign currency to U.S. dollars                                                                      



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|                                                                                                                                                                                         |  |                   
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------
|Persons depositing or withdrawing CPOs must pay:                                                                                                                                         |  | For:              
|                                                                                                                                                                                         | 
|Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or CPO underlying an ADS, for example, stock transfer taxes, stamp duty or withholding
taxes |  |      As necessary
|                                                                                                                                                                                         | 
|Any charges incurred by the depositary or its agents for servicing the deposited securities                                                                                              |  |      As necessary

Fees payable by the depositary

The depositary has agreed to reimburse us for expenses we incur in connection with the establishment of the ADS facility, including legal fees, fees due to the previous depositary, investor relations
expenses and other facility-related expenses. There are limits on the amount of expenses for which the depositary will reimburse us, but the amount of reimbursement available to us is not necessarily tied to the amount of fees the depositary
collects from investors. The depositary has also agreed to pay its standard out-of-pocket administrative, maintenance and shareholder services expenses for the ADSs. Such expenses include the expenses of postage and envelopes for mailing annual and
interim financial reports, printing and distributing dividend checks, electronic filing of U.S. Federal tax information, mailing required tax forms, stationary, postage, facsimile and telephone calls, and certain investor relationship programs or
special investor relations promotional services. We received reimbursements in the amount of $28,889.12, net of taxes, from the depositary during the year ended December 31, 2011. Additionally, we received reimbursements from the depositary in
the amount of $7,640.86, net of taxes, in April 2012.

PART II



|ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
|-------- | -----------------------------------------------

None.



|ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|-------- | ----------------------------------------------------------------------------

See Item 4. Information on the Company  Organizational Structure  Reclassification of Series A and Series L
Shares.



|ITEM 15. | CONTROLS AND PROCEDURES
|-------- | -----------------------

(a) Disclose Controls and Procedures.

The Company has evaluated, under the supervision and with the participation of management, including the Companys Chief Executive Officer and Chief Financial Officer, the effectiveness of our
disclosure controls and procedures as of December 31, 2011. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of
the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon this evaluation, the Companys Chief Executive Officer and Chief
Financial Officer each concluded that, as of the end of the 2011 fiscal year, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in its reports filed or
submitted under the Exchange Act is recorded, processed, summarized and reported as and when required by the Securities and Exchange Commissions applicable rules and forms, and is accumulated and communicated to the Companys management,
including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Managements annual report on internal control over financial reporting.

The Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in
Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Companys internal control over financial reporting is a process designed under the supervision of the Companys Chief Executive



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Officer and Chief Financial Officer that: (i) pertains to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
Companys assets; (ii) provides reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements for external reporting in accordance with generally accepted accounting principles, and that
receipts and expenditures are being made only in accordance with authorization of the Companys management and directors; and (iii) provides reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the Companys assets that could have a material effect on the financial statements.

Because of its
inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedure may deteriorate. The Company, with the participation of its Chief Executive Officer and Chief Financial Officer, has assessed the effectiveness of the
Companys internal control over financial reporting as of December 31, 2011. In making its assessment of internal control over financial reporting, management used the criteria set forth by the Committee of Sponsoring Organizations
(COSO) of the Treadway Commission in Internal Control  Integrated Framework.

As a result of
this assessment, the Companys management has determined that the Companys internal control over financial reporting was effective as of December 31, 2011.

The Companys independent registered public accounting firm, Salles Sainz  Grant Thornton, S.C, has issued an attestation
report on managements assessment of the Companys internal control over financial reporting. This report appears below.

(c) Attestation report of the registered public accounting firm.

REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders of

Grupo TMM, S.A.B.

We have audited Grupo TMM, S.A.B.s (Grupo TMM) (a
Mexican Corporation) internal control over financial reporting as of December 31, 2011 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Comission (COSO).
Grupo TMMs management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management ́s
Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on Grupo TMM ́s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining and understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A companys
internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.



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Because of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.

In our opinion, Grupo TMM maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2011, based on criteria established in Internal Control-Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statements of financial position of Grupo TMM, S.A.B. and
subsidiaries, as of December 31, 2009, 2010 and 2011, and the related consolidated statements of operations, comprehensive income (loss), changes in stockholders equity and cash flows for each of the three years in the period ended
December 31, 2011, and our report dated April 30, 2012 expresses an unqualified opinion on thoses financial statements.

SALLES, SAINZ  GRANT THORNTON, S.C.

Mexico City, Mexico

April 30, 2012

(d) Changes in internal control over financial reporting.

As required by Rule
13a-15(d), under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our internal control over financial reporting to determine whether any change occurred during the period
covered since the last report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Based on this evaluation, it has been determined that there has been no change during the period
covered by this annual report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16A.        AUDIT COMMITTEE FINANCIAL EXPERT

The Board of Directors of Grupo TMM appointed an Audit and Corporate Practices Committee which is comprised of four independent directors, each of whom has significant experience in analyzing and
evaluating financial reports and an understanding of internal controls and procedures for financial reporting. The members of this committee are José Luis Salas Cacho (President), Ignacio Rodriguez Rocha, Luis Martínez Argüello
and José Luis Ávalos del Moral. Mr. Ávalos is considered a financial expert according to the standards set forth in Section 407 of the Sarbanes Oxley Act of 2002, and also has accounting and related financial
management expertise in compliance with NYSE standard 303A.07 and in compliance with the Mexican Securities Law.

ITEM 16B.        CODE OF ETHICS

Grupo TMM has adopted a code of ethical conduct entitled, Code of Ethics, covering all its officers, including its principal
executive officer, principal financial officer and principal accounting officer, and all of its employees. We will provide a copy of the Companys Code of Ethics free of charge upon written request sent to Grupo TMM, Avenida de la
Cúspide, No. 4755, Colonia Parques del Pedregal, 14010 México City, D.F., México, Attn: Human Resources.

We last updated our Code of Ethics in October 2008. We have not granted any waivers to any provision of our Code of Ethics to any officer, employee or member of the Audit or Corporate Practices Committee
during the Companys fiscal year ended December 31, 2011.



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ITEM 16C.        PRINCIPAL
ACCOUNTANT FEES AND SERVICES

The following table reflects our principal accounting fees and services for the years 2011
and 2010:

GRUPO TMM, S. A. B.

Summary of Auditors Payments

(In thousands of Dollars)



|                      |  |                    |         |  |      |   |         | 
|--------------------- |  | ------------------ | ------- |  | ---- | - | ------- | 
|                      |  | As of December 31, |        
|                      |  | 2011               |         |  | 2010 |  
|Audit Fees(a)         |  | $                  | 1,112.2 |  |      | $ | 1,111.9 | 
|Audit-Related Fees(b) |  |                    | 20.8    |  |      |   | 118.9   | 
|Tax Fees(c)           |  |                    | 16.0    |  |      |   | 60.5    | 
|                      |  |                    |         |  |      |   |         | 
|Total(d)              |  | $                  | 1,149.0 |  |      | $ | 1,291.3 | 
|                      |  |                    |         |  |      |   |         | 



|(a) | Audit FeesFees relate to the review of our Annual Financial Statements and Annual Report filed with the SEC and review of other SEC filings.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Audit-Related FeesFees relate to due diligence services.
|--- | ---------------------------------------------------------

|(c) | Tax FeesFees relate to specific tax issues, in compliance with the applicable tax laws.
|--- | ----------------------------------------------------------------------------------------

|(d) | Total does not include Mexican tax (Impuesto al Valor Agregado or IVA).
|--- | ---------------------------------------------------------------------------

The Companys Audit Committee pre-approves all fees for the services provided by the independent auditors, including the fees for
2010 and 2011 in accordance with the Companys policies and procedures.

ITEM 16D.        EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E.        PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
PURCHASERS

None.

ITEM 16F.        CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT

None.

ITEM 16G.        CORPORATE GOVERNANCE

NYSE Corporate Governance Comparison

Pursuant to the rules of the New York Stock Exchange applicable to foreign private issuers like us that are listed on the
New York Stock Exchange, we are required to disclose significant differences between the New York Stock Exchanges corporate governance standards and those that we follow under Mexican law and in accordance with our own internal procedures. The
following is a summary of such significant differences:



|                                                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NYSE Standards                                                             |  | Our Corporate Governance Practices                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Director Independence. Majority of Board of Directors must be independent. |  | Pursuant to the Mexican Securities Law, the Companys shareholders are required to appoint a Board of Directors of not more than 21 directors, 25% of whom must be independent
within the meaning of the Mexican Securities Law, which differs from the definition of independent under the rules of the New York Stock Exchange. Pursuant to the Companys Bylaws, shareholders are required to appoint a Board of Directors of
not more than 21 directors and not fewer than seven.



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|                                                                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NYSE Standards                                                                                                                                                                                                                                                                                                                                                      |  | Our Corporate Governance Practices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                    |  | Our current Board of Directors consists of twelve directors and one alternate director. Six of our directors are independent directors within the meaning of the Mexican Securities
Law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                    | 
|Executive Sessions. Non-management directors must meet regularly in executive sessions without management. Independent directors should meet alone in an executive session at
least once a year.                                                                                                                                                                    |  | There is no similar requirement under our Bylaws. However, the Mexican Securities Law provides that the Audit and Corporate Practices Committee, within its audit functions, must
meet regularly with directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                    | 
|Audit committee. Audit committee satisfying the independence and other requirements of Rule 10A-3 under the Exchange Act and the more stringent requirements under the NYSE
standards is required. The audit committee should discuss the listed companys major financial risk exposures and the steps management has taken to monitor and control such exposures. |  | We have an Audit and Corporate Practices Committee composed of four independent directors, one of whom has accounting and related
financial management expertise in compliance with NYSE standards and Mexican Securities Law.  In November 2011, our Audit and Corporate Practices Committee created a risk management sub-committee to analyze and evaluate risks that the Company could be exposed to. This sub-committee determines
policies and procedures to manage risks according to the Board of Directors guidelines. This sub-committee is composed of eleven members, of which one is an independent member of the Board of Directors. Of the eleven members, only four have
voting rights, including the independent member of the Board.
|                                                                                                                                                                                                                                                                                                                                                                    | 
|Nominating/corporate governance committee. Nominating/corporate governance committee of independent directors is required.                                                                                                                                                                                                                                          |  | Our Audit and Corporate Practices Committee is composed of four independent directors and carries out the functions of the nominating/corporate governance
committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                    | 
|Compensation committee. Compensation committee of independent directors is required, which must approve executive officer compensation.                                                                                                                                                                                                                             |  | Our Compensation Committee is composed of the same members as our Audit and Corporate Practices Committee and is responsible for evaluating and approving executive officers
compensation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                    | 
|Equity compensation plans. Equity compensation plans require shareholder approval, subject to limited exemptions.                                                                                                                                                                                                                                                   |  | We are not required under Mexican law to obtain shareholder approval for equity compensation plans. Our Board of Directors is required to approve the Companys policies with
respect to such compensation plans.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                    | 
|Code of Ethics. Corporate governance guidelines and a code of business conduct and ethics is required, with disclosure of any waiver for directors or executive
officers.                                                                                                                                                                                           |  | We have adopted a code of ethics in alignment with U.S. standards, which has been accepted by all of our directors and executive officers and other personnel. We are required by
Item 16B of this Form 20-F to disclose any waivers granted to our chief executive officer, chief financial officer, principal accounting officer and persons performing similar functions.                                                                                                                                                                                                                                                                                                                                                                           



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PART III



|ITEM 17. | FINANCIAL STATEMENTS
|-------- | --------------------

Not
applicable.



|ITEM 18. | FINANCIAL STATEMENTS
|-------- | --------------------

The
following financial statements are filed as part of this Annual Report on Form 20-F.



|                                                           |  |      |      | 
|---------------------------------------------------------- |  | ---- | ---- | 
|Contents                                                   |  | Page |     
|Report of Independent Registered Public Accounting Firm    |  |      | F-3  | 
|Consolidated Statements of Financial Position              |  |      | F-4  | 
|Consolidated Statements of Operations                      |  |      | F-5  | 
|Consolidated Statements of Comprehensive (Loss) Income     |  |      | F-6  | 
|Consolidated Statements of Changes in Stockholders Equity |  |      | F-7  | 
|Consolidated Statements of Cash Flows                      |  |      | F-9  | 
|Notes to the Consolidated Financial Statements             |  |      | F-10 | 



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Consolidated Financial Statements,

Report of Independent Registered Public Accounting Firm

Grupo TMM, S.A.B. and
Subsidiaries

December 31, 2011, 2010 and 2009



LOGO



F-1



---

##### Table of Contents

GRUPO TMM, S.A.B. AND SUBSIDIARIES



|                                                           |  |      |      | 
|---------------------------------------------------------- |  | ---- | ---- | 
|Contents                                                   |  | Page |     
|                                                           | 
|Report of Independent Registered Public Accounting Firm    |  |      | F-3  | 
|Consolidated Statements of Financial Position              |  |      | F-4  | 
|Consolidated Statements of Operations                      |  |      | F-5  | 
|Consolidated Statements of Comprehensive Income (Loss)     |  |      | F-6  | 
|Consolidated Statements of Changes in Stockholders Equity |  |      | F-7  | 
|Consolidated Statements of Cash Flows                      |  |      | F-9  | 
|Notes to the Consolidated Financial Statements             |  |      | F-10 | 



F-2



---

##### Table of Contents

Report of the Independent Registered Public Accounting
Firm

Board of Directors and Stockholders of

Grupo TMM, S.A.B.:

We have audited the accompanying consolidated statements of financial
position of GRUPO TMM, S.A.B. and subsidiaries (Grupo TMM or the Company), as of December 31, 2011 and 2010, and the related consolidated statements of operations, comprehensive income (loss), changes in
stockholder equity, and cash flows for each of the three years in the period ended December 31, 2011, all expressed in thousands of US dollars. These consolidated financial statements are the responsibility of the Companys
Management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our
audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) and International Standards on Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used
and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

The accompanying financial statements have been prepared under the assumption the Company will continue as a going concern. As discussed in Note 4, the Company has incurred net losses in recent years,
principally as a result of its comprehensive financing cost. Managements plans regarding continuity as a going concern and the success of the Companys future operations are described in Note 4. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

In our opinion, the aforementioned consolidated financial statements
present fairly, in all material respects, the consolidated financial position of Grupo TMM as of December 31, 2011 and 2010, and the consolidated results of their operations, comprehensive income (loss) and their cash flows for each of the
three years in the period ended December 31, 2011, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) Grupo TMMs internal control
over financial reporting as of December 31, 2011, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 30, 2012
expressed an unqualified opinion on the consolidated business internal control over financial reporting.

SALLES, SAINZ  GRANT THORNTON,
S.C.

Mexico City

April 30,
2012.



F-3



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##### Table of Contents

Consolidated statements of financial position

December 31, 2011 and 2010

(amounts in thousands of dollars ($) and thousands of (Ps))



|                                                                                                  |  |           |         |   |         |    |            |           |  |   |           |  
|------------------------------------------------------------------------------------------------- |  | --------- | ------- | - | ------- | -- | ---------- | --------- |  | - | --------- | -
|                                                                                                  |  | 2011      |         |   | 2010    |   
|                                                                                                  |  | (dollars) |         |   | (pesos) |    |            | (dollars) | 
|Assets                                                                                            |  |           |         |   |         |    |            |           |  |   |           |  
|Current                                                                                           |  |           |         |   |         |    |            |           |  |   |           |  
|Cash and cash equivalents                                                                         |  | $         | 36,394  |   |         | Ps | 507,609    |           |  | $ | 89,936    |  
|Restricted cash (Notes 13 and 14)                                                                 |  |           | 40,729  |   |         |    | 568,072    |           |  |   | 52,383    |  
|Accounts receivable - Net of allowance for doubtful accounts of $3,494 in 2011 and $3,730 in 2010 |  |           | 38,963  |   |         |    | 543,440    |           |  |   | 37,594    |  
|Related parties (Note 15)                                                                         |  |           |        |   |         |    |           |           |  |   | 408       |  
|Tax credits (Note 5)                                                                              |  |           | 2,744   |   |         |    | 38,272     |           |  |   | 6,775     |  
|Other accounts receivable  Net (Note 6)                                                          |  |           | 14,812  |   |         |    | 206,592    |           |  |   | 13,687    |  
|Materials and supplies                                                                            |  |           | 10,342  |   |         |    | 144,246    |           |  |   | 9,597     |  
|Other current assets (Note 7)                                                                     |  |           | 1,226   |   |         |    | 17,100     |           |  |   | 1,519     |  
|Non-current assets held for sale                                                                  |  |           |        |   |         |    |           |           |  |   | 717       |  
|                                                                                                  |  |           |         |   |         |    |            |           |  |   |           |  
|Total current assets                                                                              |  |           | 145,210 |   |         |    | 2,025,331  |           |  |   | 212,616   |  
|                                                                                                  |  |           |         |   |         |    |            |           |  |   |           |  
|Concession rights - net (Note 8)                                                                  |  |           | 2,577   |   |         |    | 35,943     |           |  |   | 2,849     |  
|Property, machinery, and equipment - Net (Note 9)                                                 |  |           | 717,880 |   |         |    | 10,012,703 |           |  |   | 761,642   |  
|Prepaid expenses and other (Note 10)                                                              |  |           | 7,419   |   |         |    | 103,477    |           |  |   | 7,617     |  
|Intangible assets (Note 11)                                                                       |  |           | 11,395  |   |         |    | 158,933    |           |  |   | 23,646    |  
|Deferred income tax (Note 20)                                                                     |  |           | 67,583  |   |         |    | 942,621    |           |  |   | 67,492    |  
|                                                                                                  |  |           |         |   |         |    |            |           |  |   |           |  
|Total assets                                                                                      |  | $         | 952,064 |   |         | Ps | 13,279,008 |           |  | $ | 1,075,862 |  
|                                                                                                  |  |           |         |   |         |    |            |           |  |   |           |  
|Current liabilities:                                                                              |  |           |         |   |         |    |            |           |  |   |           |  
|Current portion of long term debt (Notes 12 and 14)                                               |  | $         | 17,190  |   |         | Ps | 239,759    |           |  | $ | 23,672    |  
|Suppliers                                                                                         |  |           | 21,475  |   |         |    | 299,525    |           |  |   | 23,181    |  
|Accounts payable and accrued expenses (Note 16)                                                   |  |           | 52,972  |   |         |    | 738,832    |           |  |   | 46,988    |  
|Related parties (Note 15)                                                                         |  |           | 876     |   |         |    | 12,218     |           |  |   |          |  
|Obligations from the sale of receivables (Note13)                                                 |  |           |        |   |         |    |           |           |  |   | 11,223    |  
|                                                                                                  |  |           |         |   |         |    |            |           |  |   |           |  
|Total current liabilities                                                                         |  |           | 92,513  |   |         |    | 1,290,334  |           |  |   | 105,064   |  
|                                                                                                  |  |           |         |   |         |    |            |           |  |   |           |  
|Long term debt (Notes 12 and 14)                                                                  |  |           | 735,311 |   |         |    | 10,255,824 |           |  |   | 836,608   |  
|Dividends payable                                                                                 |  |           |        |   |         |    |           |           |  |   | 14,187    |  
|Employee benefits (Note 22)                                                                       |  |           | 15,828  |   |         |    | 220,763    |           |  |   | 14,583    |  
|Obligations from the sale of receivables (Note 13)                                                |  |           |        |   |         |    |           |           |  |   | 550       |  
|                                                                                                  |  |           |         |   |         |    |            |           |  |   |           |  
|Total non-current liabilities                                                                     |  |           | 751,139 |   |         |    | 10,476,587 |           |  |   | 865,928   |  
|                                                                                                  |  |           |         |   |         |    |            |           |  |   |           |  
|Total liabilities                                                                                 |  |           | 843,652 |   |         |    | 11,766,921 |           |  |   | 970,992   |  
|                                                                                                  |  |           |         |   |         |    |            |           |  |   |           |  
|Stockholder equity (Note 17):                                                                     |  |           |         |   |         |    |            |           |  |   |           |  
|Equity capital, 103,760,541 shares authorized and issued                                          |  |           | 158,931 |   |         |    | 1,222,011  |           |  |   | 158,931   |  
|Treasury shares (1,577,700 shares)                                                                |  |           | (3,354  | ) |         |    | (19,387    | )         |  |   | (3,754    | )
|Revaluation surplus (Notes 3h and 9)                                                              |  |           | 63,907  |   |         |    | 790,980    |           |  |   | 64,097    |  
|Statutory reserve                                                                                 |  |           | 15,554  |   |         |    | 187,001    |           |  |   | 15,554    |  
|Accrued losses                                                                                    |  |           | (96,178 | ) |         |    | (1,256,075 | )         |  |   | (118,115  | )
|Capital Premium                                                                                   |  |           | 5,528   |   |         |    | 54,979     |           |  |   | 5,528     |  
|Initial cumulative translation balance (Note 3)                                                   |  |           | (17,757 | ) |         |    |           |           |  |   | (17,757   | )
|Translation balance (Note 3)                                                                      |  |           | (22,111 | ) |         |    | 478,294    |           |  |   | (8,522    | )
|                                                                                                  |  |           |         |   |         |    |            |           |  |   |           |  
|Controlling interest                                                                              |  |           | 104,520 |   |         |    | 1,457,803  |           |  |   | 95,962    |  
|Non-controlling interest (Note 3r)                                                                |  |           | 3,892   |   |         |    | 54,284     |           |  |   | 8,908     |  
|                                                                                                  |  |           |         |   |         |    |            |           |  |   |           |  
|Total stockholder equity                                                                          |  |           | 108,412 |   |         |    | 1,512,087  |           |  |   | 104,870   |  
|                                                                                                  |  |           |         |   |         |    |            |           |  |   |           |  
|Total liabilities and stockholder equity                                                          |  | $         | 952,064 |   |         | Ps | 13,279,008 |           |  | $ | 1,075,862 |  
|                                                                                                  |  |           |         |   |         |    |            |           |  |   |           |  

The accompanying notes are an integral part of these consolidated financial statements.



F-4



---

##### Table of Contents

Consolidated statements of operations

for the years ended December 31, 2011, 2010 and 2009

(amounts in thousands of US dollars ($) and thousands of (Ps), except shares)



|                                                      |  |           |         |   |         |    |           |           |  |   |           |   |  |   |          |  
|----------------------------------------------------- |  | --------- | ------- | - | ------- | -- | --------- | --------- |  | - | --------- | - |  | - | -------- | -
|                                                      |  | 2011      |         |   | 2010    |    |           | 2009      | 
|                                                      |  | (dollars) |         |   | (pesos) |    |           | (dollars) |  |   | (dollars) |  
|Transportation revenues                               |  | $         | 269,155 |   |         | Ps | 3,754,066 |           |  | $ | 305,398   |   |  | $ | 308,394  |  
|                                                      |  |           |         |  
|Costs and expenses:                                   |  |           |         |   |         |    |           |           |  |   |           |   |  |   |          |  
|Salaries, wages, and employee benefits                |  |           | 63,822  |   |         |    | 890,164   |           |  |   | 67,262    |   |  |   | 79,470   |  
|Leases and other rents                                |  |           | 49,634  |   |         |    | 692,275   |           |  |   | 57,355    |   |  |   | 67,431   |  
|Purchased services                                    |  |           | 39,128  |   |         |    | 545,742   |           |  |   | 43,820    |   |  |   | 46,082   |  
|Fuel, materials, and supplies                         |  |           | 26,193  |   |         |    | 365,329   |           |  |   | 25,512    |   |  |   | 30,441   |  
|Other costs and expenses                              |  |           | 18,708  |   |         |    | 260,932   |           |  |   | 18,872    |   |  |   | 12,961   |  
|Depreciation and amortization                         |  |           | 51,541  |   |         |    | 718,873   |           |  |   | 57,394    |   |  |   | 42,493   |  
|                                                      |  |           |         |   |         |    |           |           |  |   |           |   |  |   |          |  
|                                                      |  |           | 249,026 |   |         |    | 3,473,315 |           |  |   | 270,215   |   |  |   | 278,878  |  
|                                                      |  |           |         |   |         |    |           |           |  |   |           |   |  |   |          |  
|Income on transportation                              |  |           | 20,129  |   |         |    | 280,751   |           |  |   | 35,183    |   |  |   | 29,516   |  
|                                                      |  |           |         |   |         |    |           |           |  |   |           |   |  |   |          |  
|Other expenses - Net (Note 18)                        |  |           | (14,104 | ) |         |    | (196,717  | )         |  |   | (5,146    | ) |  |   | (5,745   | )
|                                                      |  |           |         |   |         |    |           |           |  |   |           |   |  |   |          |  
|Operating income                                      |  |           | 6,025   |   |         |    | 84,034    |           |  |   | 30,037    |   |  |   | 23,771   |  
|                                                      |  |           |         |   |         |    |           |           |  |   |           |   |  |   |          |  
|Interest income                                       |  |           | 3,606   |   |         |    | 50,295    |           |  |   | 8,151     |   |  |   | 7,410    |  
|Interest expense                                      |  |           | 83,806  |   |         |    | 1,168,893 |           |  |   | 78,167    |   |  |   | 95,051   |  
|Gain (loss) on exchange - net (Note 19)               |  |           | 93,701  |   |         |    | 1,306,905 |           |  |   | (38,118   | ) |  |   | (30,713  | )
|                                                      |  |           |         |   |         |    |           |           |  |   |           |   |  |   |          |  
|Comprehensive financing cost                          |  |           | 13,501  |   |         |    | 188,307   |           |  |   | (108,134  | ) |  |   | (118,354 | )
|                                                      |  |           |         |   |         |    |           |           |  |   |           |   |  |   |          |  
|Income (loss) before taxes                            |  |           | 19,526  |   |         |    | 272,341   |           |  |   | (78,097   | ) |  |   | (94,583  | )
|                                                      |  |           |         |   |         |    |           |           |  |   |           |   |  |   |          |  
|Provision for income taxes (Note 20)                  |  |           | (3,304  | ) |         |    | (46,083   | )         |  |   | (819      | ) |  |   | (1,087   | )
|                                                      |  |           |         |   |         |    |           |           |  |   |           |   |  |   |          |  
|Net income (loss) for the year                        |  | $         | 16,222  |   |         | Ps | 226,258   |           |  | $ | (78,916   | ) |  | $ | (95,670  | )
|                                                      |  |           |         |   |         |    |           |           |  |   |           |   |  |   |          |  
|Attributable to:                                      |  |           |         |   |         |    |           |           |  |   |           |   |  |   |          |  
|Non-controlling interest                              |  |           | 1,009   |   |         |    | 14,073    |           |  |   | 1,647     |   |  |   | 1,380    |  
|                                                      |  |           |         |   |         |    |           |           |  |   |           |   |  |   |          |  
|Grupo TMM, S.A.B. Stockholders                        |  | $         | 15,213  |   |         | Ps | 212,185   |           |  | $ | (80,563   | ) |  | $ | (97,050  | )
|                                                      |  |           |         |   |         |    |           |           |  |   |           |   |  |   |          |  
|Net earnings (loss) for the year, per share           |  | $         | 0.159   |   |         | Ps | 2.214     |           |  | $ | (0.774    | ) |  | $ | (1.682   | )
|                                                      |  |           |         |   |         |    |           |           |  |   |           |   |  |   |          |  
|Weighted average of shares outstanding for the period |  |           | 102,176 |   |         |    | 102,176   |           |  |   | 102,007   |   |  |   | 56,894   |  
|                                                      |  |           |         |   |         |    |           |           |  |   |           |   |  |   |          |  

The accompanying notes are an integral part of these consolidated financial statements.



F-5



---

##### Table of Contents

Consolidated statements of comprehensive income (loss)

for the years ended December 31, 2011, 2010 and 2009

(amounts in thousands of dollars ($) and thousands of pesos (Ps), except shares)



|                                                         |  |           |         |   |         |    |         |           |  |   |         |   |  |   |         |  
|-------------------------------------------------------- |  | --------- | ------- | - | ------- | -- | ------- | --------- |  | - | ------- | - |  | - | ------- | -
|                                                         |  | 2011      |         |   | 2010    |    |         | 2009      | 
|                                                         |  | (dollars) |         |   | (pesos) |    |         | (dollars) |  |   | (pesos) |  
|Net profit (loss) for the year                           |  | $         | 16,222  |   |         | Ps | 226,258 |           |  | $ | (78,916 | ) |  | $ | (95,670 | )
|Other comprehensive income (loss) entries:               |  |           |         |   |         |    |         |           |  |   |         |   |  |   |         |  
|Stock repurchase                                         |  |           | (99     | ) |         |    | 797     |           |  |   | 50      |   |  |   |        |  
|Translation balance                                      |  |           | (13,589 | ) |         |    | (14,892 | )         |  |   | 1,967   |   |  |   | 2,823   |  
|Provision for employee benefits                          |  |           | (3,999  | ) |         |    | (55,770 | )         |  |   | (2,961  | ) |  |   | 678     |  
|Revaluation surplus                                      |  |           | (271    | ) |         |    | (3,780  | )         |  |   | 91,567  |   |  |   |        |  
|Cancellation of dividends (Note 17)                      |  |           | 9,622   |   |         |    | 110,916 |           |  |   |        |   |  |   |        |  
|Income tax for other comprehensive profit (loss) results |  |           | 1,281   |   |         |    | 17,861  |           |  |   | (26,582 | ) |  |   | (190    | )
|                                                         |  |           |         |   |         |    |         |           |  |   |         |   |  |   |         |  
|Other comprehensive results for the year, net of taxes   |  |           | (7,055  | ) |         |    | 55,132  |           |  |   | 64,041  |   |  |   | 3,311   |  
|                                                         |  |           |         |   |         |    |         |           |  |   |         |   |  |   |         |  
|Comprehensive profit (loss) for the year                 |  | $         | 9,167   |   |         | Ps | 281,390 |           |  | $ | (14,875 | ) |  | $ | (92,359 | )
|                                                         |  |           |         |   |         |    |         |           |  |   |         |   |  |   |         |  
|Attributable to:                                         |  |           |         |   |         |    |         |           |  |   |         |   |  |   |         |  
|Non-controlling interest                                 |  |           | 1,009   |   |         |    | 14,073  |           |  |   | 1,647   |   |  |   | 1,380   |  
|Grupo TMM, S.A.B. Stockholders                           |  |           | 8,158   |   |         |    | 267,317 |           |  |   | (16,522 | ) |  |   | (93,739 | )
|                                                         |  |           |         |   |         |    |         |           |  |   |         |   |  |   |         |  
|                                                         |  | $         | 9,167   |   |         | Ps | 281,390 |           |  | $ | (14,875 | ) |  | $ | (92,359 | )
|                                                         |  |           |         |   |         |    |         |           |  |   |         |   |  |   |         |  

The accompanying notes are an integral part of these consolidated financial statements.





F-6



---

##### Table of Contents

Consolidated statements of changes in stockholder equity

Years ended December 31, 2011, 2010 and 2009

(amounts in thousands of US dollars ($) and thousands of pesos (Ps), except number of shares)



|                                                   |  |                                       |             |   |             |   |         |                            |  |   |                |   |  |                                     |       |  |          |   |         |                                                      |  |   |                        |   |  |   |        |   |  |   |         |  
|-------------------------------------------------- |  | ------------------------------------- | ----------- | - | ----------- | - | ------- | -------------------------- |  | - | -------------- | - |  | ----------------------------------- | ----- |  | -------- | - | ------- | ---------------------------------------------------- |  | - | ---------------------- | - |  | - | ------ | - |  | - | ------- | -
|                                                   |  | Number of sharesissued andoutstanding |             |   | Commonstock |   |         | Cumulative(losses)earnings |  |   | Capitalpremium |   |  | Initialcumulativetranslationbalance |       |  | Subtotal |   |         | Non-controllinginterest (formerly,Minority Interest) |  |   | TotalStockholderEquity |  
|Balances as of December 31, 2008                   |  |                                       | 55,227,037  |   |             | $ | 114,060 |                            |  | $ | 63,275         |   |  | $                                   | 5,528 |  |          | $ | (17,757 | )                                                    |  | $ | 165,106                |   |  | $ | 6,077  |   |  |   | 171,183 |  
|                                                   |  |                                       |             |   |             |   |         |                           
|Capital increase                                   |  |                                       | 46,797,404  |   |             |   | 41,180  |                            |  |   |               |   |  |                                     |      |  |          |   |        |                                                      |  |   | 41,180                 |   |  |   |       |   |  |   | 41,180  |  
|Translation adjustment                             |  |                                       |            |   |             |   |        |                            |  |   | 2,823          |   |  |                                     |      |  |          |   |        |                                                      |  |   | 2,823                  |   |  |   |       |   |  |   | 2,823   |  
|Provision for employee benefits                    |  |                                       |            |   |             |   |        |                            |  |   | 488            |   |  |                                     |      |  |          |   |        |                                                      |  |   | 488                    |   |  |   |       |   |  |   | 488     |  
|                                                   |  |                                       |             |   |             |   |         |                            |  |   |                |   |  |                                     |       |  |          |   |         |                                                      |  |   |                        |   |  |   |        |   |  |   |         |  
|Total year expenses recognized directly in capital |  |                                       |             |   |             |   |        |                            |  |   | 3,311          |   |  |                                     |       |  |          |   |         |                                                      |  |   |                        |   |  |   |        |   |  |   |         |  
|Reduction of capital in subsidiaries               |  |                                       |            |   |             |   |        |                            |  |   |               |   |  |                                     |      |  |          |   |        |                                                      |  |   |                        |   |  |   | (196   | ) |  |   | (196    | )
|Net loss for the year                              |  |                                       |            |   |             |   |        |                            |  |   | (97,050        | ) |  |                                     |      |  |          |   |        |                                                      |  |   | (97,050                | ) |  |   | 1,380  |   |  |   | (95,670 | )
|                                                   |  |                                       |             |   |             |   |         |                            |  |   |                |   |  |                                     |       |  |          |   |         |                                                      |  |   |                        |   |  |   |        |   |  |   |         |  
|Comprehensive loss for the year                    |  |                                       |             |   |             |   |         |                            |  |   | (93,739        | ) |  |                                     |       |  |          |   |         |                                                      |  |   |                        |   |  |   |        |   |  |   |         |  
|                                                   |  |                                       |             |   |             |   |         |                            |  |   |                |   |  |                                     |       |  |          |   |         |                                                      |  |   |                        |   |  |   |        |   |  |   |         |  
|Balances as of December 31, 2009                   |  |                                       | 102,024,441 |   |             |   | 155,240 |                            |  |   | (30,464        | ) |  |                                     | 5,528 |  |          |   | (17,757 | )                                                    |  |   | 112,547                |   |  |   | 7,261  |   |  |   | 119,808 |  
|                                                   |  |                                       |             |   |             |   |         |                            |  |   |                |   |  |                                     |       |  |          |   |         |                                                      |  |   |                        |   |  |   |        |   |  |   |         |  
|Repurchase of shares during 2010                   |  |                                       | (29,800     | ) |             |   | (63     | )                          |  |   | 50             |   |  |                                     |      |  |          |   |        |                                                      |  |   | (13                    | ) |  |   |       |   |  |   | (13     | )
|Revaluation surplus                                |  |                                       |             |   |             |   |         |                            |  |   | 64,097         |   |  |                                     |       |  |          |   |         |                                                      |  |   | 64,097                 |   |  |   |        |   |  |   | 64,097  |  
|Translation adjustment                             |  |                                       |            |   |             |   |        |                            |  |   | 1,967          |   |  |                                     |      |  |          |   |        |                                                      |  |   | 1,967                  |   |  |   |       |   |  |   | 1,967   |  
|Provision for employee benefits                    |  |                                       |            |   |             |   |        |                            |  |   | (2,073         | ) |  |                                     |      |  |          |   |        |                                                      |  |   | (2,073                 | ) |  |   |       |   |  |   | (2,073  | )
|                                                   |  |                                       |             |   |             |   |         |                            |  |   |                |   |  |                                     |       |  |          |   |         |                                                      |  |   |                        |   |  |   |        |   |  |   |         |  
|Total year expenses recognized directly in capital |  |                                       |             |   |             |   |         |                            |  |   | 64,041         |   |  |                                     |      |  |          |   |        |                                                      |  |   |                        |   |  |   |       |   |  |   |         |  
|Net loss for the year                              |  |                                       |            |   |             |   |        |                            |  |   | (80,563        | ) |  |                                     |      |  |          |   |        |                                                      |  |   | (80,563                | ) |  |   | 1,647  |   |  |   | (78,916 | )
|                                                   |  |                                       |             |   |             |   |         |                            |  |   |                |   |  |                                     |       |  |          |   |         |                                                      |  |   |                        |   |  |   |        |   |  |   |         |  
|Comprehensive earnings for the year                |  |                                       |             |   |             |   |         |                            |  |   | (16,522        | ) |  |                                     |       |  |          |   |         |                                                      |  |   |                        |   |  |   |        |   |  |   |         |  
|                                                   |  |                                       |             |   |             |   |         |                            |  |   |                |   |  |                                     |       |  |          |   |         |                                                      |  |   |                        |   |  |   |        |   |  |   |         |  
|Balances as of December 31, 2010                   |  |                                       | 101,994,641 |   |             |   | 155,177 |                            |  |   | (46,986        | ) |  |                                     | 5,528 |  |          |   | (17,757 | )                                                    |  |   | 95,962                 |   |  |   | 8,908  |   |  |   | 104,870 |  
|                                                   |  |                                       |             |   |             |   |         |                            |  |   |                |   |  |                                     |       |  |          |   |         |                                                      |  |   |                        |   |  |   |        |   |  |   |         |  
|Sale of shares repurchased during 2011             |  |                                       | 188,200     |   |             |   | 400     |                            |  |   | (99            | ) |  |                                     |      |  |          |   |        |                                                      |  |   | 301                    |   |  |   |       |   |  |   | 301     |  
|Revaluation surplus                                |  |                                       |            |   |             |   |        |                            |  |   | (190           | ) |  |                                     |      |  |          |   |        |                                                      |  |   | (190                   | ) |  |   |       |   |  |   | (190    | )
|Translation adjustment                             |  |                                       |            |   |             |   |        |                            |  |   | (13,589        | ) |  |                                     |      |  |          |   |        |                                                      |  |   | (13,589                | ) |  |   |       |   |  |   | (13,589 | )
|Provision for employee benefits                    |  |                                       |            |   |             |   |        |                            |  |   | (2,799         | ) |  |                                     |      |  |          |   |        |                                                      |  |   | (2,799                 | ) |  |   |       |   |  |   | (2,799  | )
|Cancellation of dividends                          |  |                                       |            |   |             |   |        |                            |  |   | 9,622          |   |  |                                     |      |  |          |   |        |                                                      |  |   | 9,622                  |   |  |   |       |   |  |   | 9,622   |  
|                                                   |  |                                       |             |   |             |   |         |                            |  |   |                |   |  |                                     |       |  |          |   |         |                                                      |  |   |                        |   |  |   |        |   |  |   |         |  
|Total year expenses recognized directly in capital |  |                                       |             |   |             |   |         |                            |  |   | (7,055         | ) |  |                                     |       |  |          |   |         |                                                      |  |   |                        |   |  |   |        |   |  |   |         |  
|Reduction of capital in subsidiaries               |  |                                       |            |   |             |   |        |                            |  |   |               |   |  |                                     |      |  |          |   |        |                                                      |  |   |                        |   |  |   | (6,025 | ) |  |   | (6,025  | )
|Net earnings for the year                          |  |                                       |            |   |             |   |        |                            |  |   | 15,213         |   |  |                                     |      |  |          |   |        |                                                      |  |   | 15,213                 |   |  |   | 1,009  |   |  |   | 16,222  |  
|                                                   |  |                                       |             |   |             |   |         |                            |  |   |                |   |  |                                     |       |  |          |   |         |                                                      |  |   |                        |   |  |   |        |   |  |   |         |  
|Comprehensive earnings for the year                |  |                                       |             |   |             |   |         |                            |  |   | 8,158          |   |  |                                     |       |  |          |   |         |                                                      |  |   |                        |   |  |   |        |   |  |   |         |  
|                                                   |  |                                       |             |   |             |   |         |                            |  |   |                |   |  |                                     |       |  |          |   |         |                                                      |  |   |                        |   |  |   |        |   |  |   |         |  
|Balances as of December 31, 2011                   |  |                                       | 102,182,841 |   |             | $ | 155,577 |                            |  | $ | (38,828        | ) |  | $                                   | 5,528 |  |          | $ | (17,757 | )                                                    |  | $ | 104,520                |   |  | $ | 3,892  |   |  | $ | 108,412 |  
|                                                   |  |                                       |             |   |             |   |         |                            |  |   |                |   |  |                                     |       |  |          |   |         |                                                      |  |   |                        |   |  |   |        |   |  |   |         |  



F-7



---

##### Table of Contents

Consolidated statements of changes in stockholder equity

Years ended December 31, 2011, 2010 and 2009

(amounts in thousands of US dollars ($) and thousands of pesos (Ps), except number of shares)



|                                                   |  |                                       |             |  |             |    |           |                            |  |    |                |   |  |          |        |  |                                                      |    |           |                        |  |    |         |   |  |    |           |  
|-------------------------------------------------- |  | ------------------------------------- | ----------- |  | ----------- | -- | --------- | -------------------------- |  | -- | -------------- | - |  | -------- | ------ |  | ---------------------------------------------------- | -- | --------- | ---------------------- |  | -- | ------- | - |  | -- | --------- | -
|                                                   |  | Number of sharesissued andoutstanding |             |  | Commonstock |    |           | Cumulative(losses)earnings |  |    | Capitalpremium |   |  | Subtotal |        |  | Non-controllinginterest (formerly,Minority Interest) |    |           | TotalStockholderEquity | 
|(Supplemental information)                         |  |                                       |             |  |             |    |           |                            |  |    |                |   |  |          |        |  |                                                      |    |           |                        |  |    |         |   |  |    |           |  
|                                                   |  |                                       |             |  |             |    |          
|Balances as of December 31, 2010                   |  |                                       | 101,994,641 |  |             | Ps | 1,200,311 |                            |  | Ps | (67,117        | ) |  | Ps       | 54,979 |  |                                                      | Ps | 1,188,173 |                        |  | Ps | 110,296 |   |  | Ps | 1,298,469 |  
|                                                   |  |                                       |             |  |             |    |          
|Sale of shares repurchased during 2011             |  |                                       | 188,200     |  |             |    | 2,313     |                            |  |    | 797            |   |  |          |       |  |                                                      |    | 3,110     |                        |  |    |        |   |  |    | 3,110     |  
|Revaluation surplus                                |  |                                       |            |  |             |    |          |                            |  |    | (2,650         | ) |  |          |       |  |                                                      |    | (2,650    | )                      |  |    |        |   |  |    | (2,650    | )
|Translation adjustment                             |  |                                       |            |  |             |    |          |                            |  |    | (14,892        | ) |  |          |       |  |                                                      |    | (14,892   | )                      |  |    |        |   |  |    | (14,892   | )
|Provision for employee benefits                    |  |                                       |            |  |             |    |          |                            |  |    | (39,039        | ) |  |          |       |  |                                                      |    | (39,039   | )                      |  |    |        |   |  |    | (39,039   | )
|Cancellation of dividends                          |  |                                       |            |  |             |    |          |                            |  |    | 110,916        |   |  |          |       |  |                                                      |    | 110,916   |                        |  |    |        |   |  |    | 110,916   |  
|                                                   |  |                                       |             |  |             |    |           |                            |  |    |                |   |  |          |        |  |                                                      |    |           |                        |  |    |         |   |  |    |           |  
|Total year expenses recognized directly in capital |  |                                       |             |  |             |    |           |                            |  |    | 55,132         |   |  |          |        |  |                                                      |    |           |                        |  |    |         |   |  |    |           |  
|Reduction of capital in subsidiaries               |  |                                       |            |  |             |    |          |                            |  |    |                |   |  |          |       |  |                                                      |    |          |                        |  |    | (76,589 | ) |  |    | (76,589   | )
|Net earnings for the year                          |  |                                       |            |  |             |    |          |                            |  |    | 212,185        |   |  |          |       |  |                                                      |    | 212,185   |                        |  |    | 20,577  |   |  |    | 232,762   |  
|                                                   |  |                                       |             |  |             |    |           |                            |  |    |                |   |  |          |        |  |                                                      |    |           |                        |  |    |         |   |  |    |           |  
|Comprehensive earnings for the year                |  |                                       |             |  |             |    |           |                            |  |    | 267,317        |   |  |          |       |  |                                                      |    |           |                        |  |    |         |   |  |    |           |  
|                                                   |  |                                       |             |  |             |    |           |                            |  |    |                |   |  |          |        |  |                                                      |    |           |                        |  |    |         |   |  |    |           |  
|Balances as of December 31, 2011                   |  |                                       | 102,182,841 |  |             | Ps | 1,202,624 |                            |  | Ps | 200,200        |   |  | Ps       | 54,979 |  |                                                      | Ps | 1,457,803 |                        |  | Ps | 54,284  |   |  | Ps | 1,512,087 |  
|                                                   |  |                                       |             |  |             |    |           |                            |  |    |                |   |  |          |        |  |                                                      |    |           |                        |  |    |         |   |  |    |           |  

The accompanying notes are an integral part of these consolidated financial statements.



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##### Table of Contents

Consolidated statements of cash flow

Years ended December 31, 2011, 2010 and 2009

(amounts in thousands of US dollars ($) and thousands of pesos (Ps))



|                                                                                     |  |           |          |   |         |    |            |           |  |   |           |   |  |   |         |  
|------------------------------------------------------------------------------------ |  | --------- | -------- | - | ------- | -- | ---------- | --------- |  | - | --------- | - |  | - | ------- | -
|                                                                                     |  | 2011      |          |   | 2010    |    |            | 2009      | 
|                                                                                     |  | (dollars) |          |   | (pesos) |    |            | (dollars) |  |   | (dollars) |  
|Cash flows from operating activities:                                                |  |           |          |   |         |    |            |           |  |   |           |   |  |   |         |  
|                                                                                     |  |           |          |  
|Net profit (loss) for the year:                                                      |  | $         | 16,222   |   |         | Ps | 226,258    |           |  | $ | (78,916   | ) |  | $ | (95,670 | )
|Adjustments to reconcile net loss (profit) to cash provided by operating activities: |  |           |          |   |         |    |            |           |  |   |           |   |  |   |         |  
|Depreciation and amortization                                                        |  |           | 51,541   |   |         |    | 718,873    |           |  |   | 57,394    |   |  |   | 42,493  |  
|Other amortizations                                                                  |  |           | 11,237   |   |         |    | 156,729    |           |  |   | 9,614     |   |  |   | 8,996   |  
|Provision for taxes                                                                  |  |           | 3,304    |   |         |    | 46,083     |           |  |   | 819       |   |  |   | 1,087   |  
|Gain on sale of properties, machinery, and equipment  net                           |  |           | (498     | ) |         |    | (6,946     | )         |  |   | (335      | ) |  |   | (3,267  | )
|Loss on sale of subsidiary shares                                                    |  |           |         |   |         |    |           |           |  |   | 1,014     |   |  |   |        |  
|Impairment of long-lived assets                                                      |  |           | 10,426   |   |         |    | 145,418    |           |  |   |          |   |  |   | 3,485   |  
|Provision for interests on debt                                                      |  |           | 68,870   |   |         |    | 960,571    |           |  |   | 66,148    |   |  |   | 81,542  |  
|Exchange (gain) loss - net                                                           |  |           | (93,216  | ) |         |    | (1,300,139 | )         |  |   | 37,936    |   |  |   | 27,392  |  
|Changes in assets and liabilities:                                                   |  |           |          |   |         |    |            |           |  |   |           |   |  |   |         |  
|Restricted cash                                                                      |  |           | 11,654   |   |         |    | 162,545    |           |  |   | 11,843    |   |  |   | 64,314  |  
|Accounts receivable                                                                  |  |           | (1,369   | ) |         |    | (19,094    | )         |  |   | 9,959     |   |  |   | 8,995   |  
|Other accounts receivable and related parties                                        |  |           | 4,190    |   |         |    | 58,440     |           |  |   | 10,058    |   |  |   | (6,796  | )
|Materials, accessories, and supplies                                                 |  |           | (745     | ) |         |    | (10,391    | )         |  |   | (1,019    | ) |  |   | (461    | )
|Other current assets                                                                 |  |           | 293      |   |         |    | 4,087      |           |  |   | 194       |   |  |   | 841     |  
|Other accounts payable and accrued expenses                                          |  |           | (23,946  | ) |         |    | (333,990   | )         |  |   | (40,114   | ) |  |   | (6,440  | )
|Other non-current assets                                                             |  |           | 12,449   |   |         |    | 173,634    |           |  |   | 8,837     |   |  |   | (895    | )
|Employee benefits                                                                    |  |           | 1,245    |   |         |    | 17,365     |           |  |   | 2,636     |   |  |   | (1,354  | )
|                                                                                     |  |           |          |   |         |    |            |           |  |   |           |   |  |   |         |  
|Total adjustments                                                                    |  |           | 55,435   |   |         |    | 773,185    |           |  |   | 174,984   |   |  |   | 219,932 |  
|                                                                                     |  |           |          |   |         |    |            |           |  |   |           |   |  |   |         |  
|Cash provided by operating activities                                                |  |           | 71,657   |   |         |    | 999,443    |           |  |   | 96,068    |   |  |   | 124,262 |  
|                                                                                     |  |           |          |   |         |    |            |           |  |   |           |   |  |   |         |  
|Cash flows from investment activities:                                               |  |           |          |   |         |    |            |           |  |   |           |   |  |   |         |  
|Sale of properties, machinery, and equipment                                         |  |           | 3,823    |   |         |    | 53,322     |           |  |   | 5,313     |   |  |   | 15,784  |  
|Acquisition of properties, machinery, and equipment                                  |  |           | (15,376  | ) |         |    | (214,459   | )         |  |   | (32,123   | ) |  |   | (73,456 | )
|Sale (purchase) of shares in subsidiaries                                            |  |           |         |   |         |    |           |           |  |   |          |   |  |   | (202    | )
|Sale of associate companies                                                          |  |           |         |   |         |    |           |           |  |   | 4,062     |   |  |   |        |  
|Reduction of capital in subsidiaries                                                 |  |           | (6,025   | ) |         |    | (84,034    | )         |  |   |          |   |  |   |        |  
|                                                                                     |  |           |          |   |         |    |            |           |  |   |           |   |  |   |         |  
|Cash used in investment activities                                                   |  |           | (17,578  | ) |         |    | (245,171   | )         |  |   | (22,748   | ) |  |   | (57,874 | )
|                                                                                     |  |           |          |   |         |    |            |           |  |   |           |   |  |   |         |  
|Cash flows from financing activities:                                                |  |           |          |   |         |    |            |           |  |   |           |   |  |   |         |  
|Proceeds from financial debt                                                         |  |           | (90,226  | ) |         |    | (1,258,436 | )         |  |   | 982       |   |  |   | (35,585 | )
|Cash proceeds from obligations from the sale of receivables - net                    |  |           | (11,902  | ) |         |    | (166,004   | )         |  |   | (8,787    | ) |  |   | (56,388 | )
|Dividends from unconsolidated associates                                             |  |           |         |   |         |    |           |           |  |   |          |   |  |   | 643     |  
|Purchase of capital stock                                                            |  |           | 97       |   |         |    | 1,353      |           |  |   | (13       | ) |  |   |        |  
|                                                                                     |  |           |          |   |         |    |            |           |  |   |           |   |  |   |         |  
|Cash used in financing activities                                                    |  |           | (102,031 | ) |         |    | (1,423,087 | )         |  |   | (7,818    | ) |  |   | (91,330 | )
|                                                                                     |  |           |          |   |         |    |            |           |  |   |           |   |  |   |         |  
|Effect on cash from currency fluctuation                                             |  |           | (5,590   | ) |         |    | (77,967    | )         |  |   | 4,416     |   |  |   | 5,053   |  
|                                                                                     |  |           |          |   |         |    |            |           |  |   |           |   |  |   |         |  
|Net (decrease) increase in cash and equivalents                                      |  |           | (53,542  | ) |         |    | (746,782   | )         |  |   | 69,918    |   |  |   | (19,889 | )
|Cash and cash equivalents at year start                                              |  |           | 89,936   |   |         |    | 1,254,391  |           |  |   | 20,018    |   |  |   | 39,907  |  
|                                                                                     |  |           |          |   |         |    |            |           |  |   |           |   |  |   |         |  
|Cash and cash equivalents at year end                                                |  | $         | 36,394   |   |         | Ps | 507,609    |           |  | $ | 89,936    |   |  | $ | 20,018  |  
|                                                                                     |  |           |          |   |         |    |            |           |  |   |           |   |  |   |         |  
|Supplemental cash disclosures:                                                       |  |           |          |   |         |    |            |           |  |   |           |   |  |   |         |  
|Interest paid                                                                        |  | $         | 74,108   |   |         | Ps | 1,033,629  |           |  | $ | 29,754    |   |  | $ | 53,192  |  
|                                                                                     |  |           |          |   |         |    |            |           |  |   |           |   |  |   |         |  
|Income tax and corporate flat tax paid                                               |  | $         | 1,025    |   |         | Ps | 14,296     |           |  | $ | 1,049     |   |  | $ | 3,343   |  
|                                                                                     |  |           |          |   |         |    |            |           |  |   |           |   |  |   |         |  

The accompanying notes are an integral part of these consolidated financial statements.



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##### Table of Contents

Notes to the consolidated financial statements

As of December 31, 2011, 2010 and 2009

(Amounts expressed in thousands of US dollars, except shares)



|1 | Nature of operations and general information:
|- | ---------------------------------------------

Grupo TMM, S.A.B. (Grupo TMM or the Company) is a Mexican company whose principal activity is providing
multimodal transportation and logistics services to premium customers throughout Mexico. Grupo TMM provides services related to dedicated trucking, third-party logistics, offshore supply shipping, clean oil and chemical products shipping, tug-boat
services, warehouse management, shipping agency, inland and seaport terminal services, container and railcar maintenance and repair, and other activities related to the shipping and land freight transport business.

Due to the geographic location of some of the subsidiaries and the activities in which they are engaged, Grupo TMM and its subsidiaries are subject to
the laws and ordinances of other countries, as well as international regulations governing maritime transportation and the observance of safety and environmental regulations.

Grupo TMMs head office is located at Avenida de la Cúspide N° 4755, Colonia Parques del Pedregal, Delegación Tlalpan, C. P. 14010, México, D. F.



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##### Table of Contents

As of December 31, 2011 and 2010, Grupo TMM holds the percentage of equity interest indicated in the
following companies:



|                                                              |  |      |         |   |      |  |     |  
|------------------------------------------------------------- |  | ---- | ------- | - | ---- |  | --- | -
|                                                              |  | 2011 |         |   | 2010 | 
|Servicios Corporativos TMM, S.A. de C.V.                      |  |      | a)      |   |      |  | a)  |  
|Inmobiliaria TMM, S.A. de C.V. y subsidiarias                 |  |      | 100     | % |      |  | 100 | %
|Operadora Marítima TMM, S.A. de C.V.                          |  |      | 100     | % |      |  | 100 | %
|Transportación Marítima Mexicana, S.A. de C.V. y subsidiarias |  |      | 100     | % |      |  | 100 | %
|TMM Logistics, S.A. de C.V.                                   |  |      | 100     | % |      |  | 100 | %
|Operadora Portuaria de Tuxpan, S.A. de C.V.                   |  |      | 100     | % |      |  | 100 | %
|Terminal Marítima de Tuxpan, S.A. de C.V.                     |  |      | 100     | % |      |  | 100 | %
|Transportes Líquidos Mexicanos, LTD                           |  |      | 100     | % |      |  | 100 | %
|Personal Marítimo, S.A. de C.V.                               |  |      | 100     | % |      |  | 100 | %
|TMM Agencias, S.A. de C.V.                                    |  |      | 100     | % |      |  | 100 | %
|Servicios de Logística de México, S.A. de C.V.                |  |      | 100     | % |      |  | 100 | %
|Servicios en Operaciones Logísticas, S.A. de C.V.             |  |      | 100     | % |      |  | 100 | %
|Lacto Comercial Organizada, S.A. de C.V.                      |  |      | 100     | % |      |  | 100 | %
|Marmex Marine Mexico, Inc. y subsidiaria                      |  |      | 100     | % |      |  | 100 | %
|Autotransportación y Distribución Logística, S.A. de C.V.     |  |      | 100     | % |      |  | 100 | %
|Almacenadora de Depósito Moderno, S. A. de C. V.              |  |      | 100     | % |      |  | 100 | %
|Repcorp, S.A. de C.V. y subsidiaria                           |  |      | 100     | % |      |  | 100 | %
|TMM Parcel Tankers, S.A. de C.V.                              |  |      | 100     | % |      |  | 100 | %
|TMM División Marítima, S.A. de C.V.                           |  |      | 100     | % |      |  | 100 | %
|TMM Remolcadores, S.A. de C.V.                                |  |      | 100     | % |      |  | 100 | %
|Inmobiliaria Ikusi, S.A.P.I. de C.V.                          |  |      | 100     | % |      |  | 100 | %
|Ficorsa Corporate Services, S.A.P.I. de C.V.                  |  |      | 100     | % |      |  | 100 | %
|Sedirsa Promotora, S.A. de C.V.                               |  |      | 100     | % |      |  | 100 | %
|Trasatlántica Marítima de México, S.A.P.I. de C.V.            |  |      | c) 100  | % |      |  |    |  
|Promotora Satuiza, S.A. de C.V.                               |  |      | b)   99 | % |      |  | 100 | %
|Promotora Satco, S.A. de C.V.                                 |  |      | 100     | % |      |  | 100 | %
|TMM New Proyects, S.A. de C.V.                                |  |      | 100     | % |      |  | 100 | %
|Administración Portuaria Integral de Acapulco, S.A. de C.V.   |  |      | 51      | % |      |  | 51  | %
|Servicios Administrativos API Acapulco, S.A. de C.V.          |  |      | 51      | % |      |  | 51  | %
|Comercializadora y Distribuidora Milgret, S.A.P.I. de C.V.    |  |      | 99      | % |      |  | 99  | %
|Nicte Inmobiliaria, S.A.P.I. de C.V                           |  |      | 99      | % |      |  | 99  | %
|Proserpec Servicios Administrativos, S.A.P.I. de C.V.         |  |      | 99      | % |      |  | 99  | %
|Servicios Directivos Sedise, S.A.P.I. de C.V.                 |  |      | 99      | % |      |  | 99  | %



|a) | On June 30, 2010, Servicios Corporativos TMM, S.A. de C.V. merged with TMM Agencias, S.A. de C.V., the latter being the surviving entity.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------

|b) | On November 22, 2011, one share in Promotora Satuiza, S.A.P.I. de C.V., was sold to an unrelated party.
|-- | -------------------------------------------------------------------------------------------------------

|c) | On May 12, 2011, Trasatlántica Marítima de México, S.A.P.I. de C.V. was established to provide all class of maritime, waterway, and lake
transportation services on the water routes.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

|d) | On April 20, 2010, Grupo TMM sold its shareholdings in the associate companies that comprised Grupo Seglo (Seglo, S.A. de C.V., Seglo Mexicana, S.A. de C.V.,
Procesos Operativos de Materiales, S.A. de C.V., Seglo Operaciones Logísticas, S.A. de C.V., and Seglo Servicios Especializados, S.A. de C.V.) to its partner for $4.8 million (60 million pesos).
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2 | Changes in accounting policies:
|- | -------------------------------

Adoption of Improvements to the 2010 IFRSs

The 2010 Improvements to the International Financial Reporting Standards (IFRS) published by the International Accounting Standards Board (IASB) consider various minor changes to a series of IFRS. The
only relevant modification for Grupo TMM concerns IAS 1 Presentation of Financial Statements. Grupo TMM has already presented the reconciliations for each component of other comprehensive balances in the consolidated statement of changes in
stockholder equity. Consequently, the comparative figures for the previous year have been reclassified.

Standards, modifications, and
interpretations for existing standards that are not yet effective and have not been adopted early by Grupo TMM

At the date of
authorization of these consolidated financial statements, certain new standards, modifications, and interpretations for the existing standards have been published by the IASB but are not yet effective, and have not been adopted early by Grupo TMM.

Management anticipates that all of the relevant pronouncements will be adopted into Grupo TMMs accounting policies for the first period
beginning after the effective date of the pronouncement. Information on new standards, modifications, and interpretations that are expected to be relevant to Grupo TMMs financial statements is provided below. Certain other new standards and
interpretations have been issued but are not expected to have a material impact on the Companys consolidated financial statements.

IFRS 9 Financial Instruments (IFRS 9)

The objective of the IASB is to replace International Accounting Standards (IAS) 39, Financial Instruments: Recognition and Measurement. IFRS 9 is being
released in stages. To date, the chapters that discuss the recognition, classification, measuring, and disposal of financial assets and liabilities have been issued. These chapters are applicable for years starting January 1, 2012. The chapters
on the methodology for impairment and hedge accounting are still being developed.

Grupo TMM Management has not yet considered the impact of
this new standard on the consolidated financial statements for Grupo TMM. However, the Company does not expect to implement IFRS 9 until all its chapters have been released and the full impact of all the changes made can be evaluated.

Consolidation Standards

A package of
consolidation standards is applicable for years starting on or after January 11, 2013. The information for these new standards is presented following. Grupo TMM Management has not yet considered the impact of these new revised standards on the
consolidated financial statements of Grupo TMM.



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##### Table of Contents

IFRS 10 Consolidated Financial Statements (IFRS 10)

IFRS 10 replaces IAS 27 Consolidated and Separate Financial Statements (IAS 27) and SIC 12 Consolidation- SpecialPurpose Entities. The definition of
control was revised together with a guide for identifying interest in a subsidiary. However, the requisites and the mechanic for the consolidation and accounting of non-controlling interests and changes in control remain the same.

IFRS 11 Joint Arrangements (IFRS 11)

IFRS 11 replaces IAS 31 Interests in Joint Ventures. It more closely aligns the accounting of investors with the rights and obligations of the joint
venture. In addition, the option of the IAS 31 to use proportionate consolidation for joint ventures has been eliminated. IFRS 11 now requires the use of the participation method, which is currently used for investments in associates.

IFRS 12 Disclosure of interests in other entities (IFRS 12)

IFRS 12 contains, and makes consistent, the disclosure requirements for the different types of investments, including unconsolidated structured entities. It incorporates new disclosure requirements for
the risks to which an entity is exposed in terms of its interest in structured entities.

Changes made to IAS 27 and IAS 28 Investments in
associates and joint ventures

IAS 27 is now only concerned with individual financial statements. IAS 28 incorporates investments in joint
ventures under its scope. However, the methodology of the participation method of IAS 28 remains unchanged.

IFRS 13 Fair Value
Measurement

IFRS 13 does not affect the entries required to be considered at fair value, but it does clarify the definition of fair value
and provides a guide and improved disclosures regarding the measuring of fair value. This IFRS applies to years starting on or after January 1, 2013. Grupo TMM Management has not yet considered the impact of this new standard.

Changes to IAS 1 Presentation of financial statements

The changes made to IAS 1 require an entity to present a group of entries in other comprehensive balances where, according to other IFRSs: (a) these will not be reclassified subsequent to the
profit or loss, and (b) these will be reclassified subsequent to the profit or loss when certain conditions are met. These changes are applicable to years starting on or after July 1, 2012.

Grupo TMM Management expects this to change the current presentation of the entries for other comprehensive balances; however the measuring or
recognition of these entries will not be affected.

Changes to IAS 19 Employee Benefits

The changes made to IAS 19 include a series of specific improvements to the Standard. The most significant refers to defined benefit plans. These changes:



| |  |  | eliminated the corridor method, requiring entities to recognize all profits and losses incurred for the period reported
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | standardized the reporting of changes in plan assets and liabilities
| | - |  | --------------------------------------------------------------------



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##### Table of Contents

| |  |  | increased the disclosure requirements, including information on the characteristics of the defined benefit plans and the risks to which the entities
are exposed through participation in these.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The revised version of IAS 19 applies for years starting on or after
January 1, 2013. Grupo TMM Management has not yet considered the impact of this new revised Standard on the consolidated financial statements of Grupo TMM.



|3 | Summary of significant accounting policies:
|- | -------------------------------------------

Grupo TMM and its subsidiaries prepare their consolidated financial statements in accordance with International Financial Reporting
Standards (IFRS), as issued by the International Accounting Standards Board (IASB), and these are expressed in US dollars, the Companys primary operating currency and in which a significant portion of the Companys
assets and liabilities arose and/or are listed.

The Mexican National Banking and Securities Commission (Comisión
Nacional Bancaria y de Valores, or CNBV) approved this method in 1985. The initial effect of conversion to the US dollar is shown as a debit of $17,757 in the accompanying statement of changes in
stockholder equity.

In addition, under the CNBVauthorization mentioned previously, the consolidated
statement of financial position, and corresponding statements of operations, comprehensive profit (loss), changes in stockholder equity, and cash flows report supplemental information in Mexican pesos. This supplemental information is obtained by
converting the dollar amount reported in the basic financial statements into Mexican pesos, applying the exchange rate corresponding at year close. Equity capital, the premium on convertible obligations, the statutory reserve, and accrued earnings
are exempt from this and are expressed in historic pesos, adding a line titled Translation, which represents the difference between historic pesos and the conversion of dollars to Mexican pesos at the closing
exchange rate.

These consolidated financial statements were approved by the Company Board of Directors on February 29, 2012.

The most significant accounting policies are summarized following:



| | a | Consolidation -
| | - | ---------------

The consolidated financial
statements include the accounts of Grupo TMM and those of its subsidiaries. The balances and transactions with subsidiary companies have been eliminated for the purposes of consolidation. Grupo TMM consolidates the companies in which it holds 51% or
more direct or indirect interest and/or has control. In the case of jointly controlled investments, Grupo TMM recognizes its interest by proportional consolidation. All subsidiaries are reported as of December 31, 2011.

Subsidiaries

The Subsidiaries are all
entities over which Grupo TMM has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. These subsidiaries, accordingly, would be de-consolidated from the date
that control by Grupo TMM ceases.



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##### Table of Contents

The cost of an acquisition is measured as the fair value of the assets transferred, equity instruments
issued and liabilities incurred or assumed on the date of exchange, plus the costs directly attributed to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured
initially at their fair values on the acquisition date, irrespective of the extent of any non-controlling interest.

All intercompany
transactions, balances and unrealized gains on transactions between Grupo TMMs companies are eliminated upon consolidation. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset
transferred. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by Grupo TMM.

Associates

Associates are all entities over which Grupo TMM has significant influence but
not control, generally accompanying a shareholding between 20% and 50% of the voting rights. Investments in associates are accounted for by the equity method of accounting and are initially recognized at their acquisition cost.

When Grupo TMMs share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, Grupo
TMM does not recognize further losses, unless it has incurred obligations or is committed to make payments on behalf of the associate.

Gains
and losses on transactions between Grupo TMM and its associates are eliminated to the extent of Grupo TMMs interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset
transferred.



| | b | Translation -
| | - | -------------

Although Grupo TMM and its
subsidiaries are required to maintain its books and records in Mexican pesos (Ps) for tax purposes, Grupo TMM and some subsidiaries keep their records in US dollars, this being their operating currency, while other subsidiaries whose
operating currency is the peso report their financial information in dollars, as such currency reflects the economic substance of the underlying events and circumstances relevant to the entity.

Monetary assets and liabilities denominated in Mexican pesos are translated into US dollars using current exchange rates. The difference between the
exchange rate on the date of the transaction and the exchange rate on the settlement date, or if not settled the date of the statement of financial position, is included in the income statement as a foreign exchange gain/loss. Non-monetary assets or
liabilities originally denominated in Mexican pesos are translated into US dollars using the historical exchange rate at the date of the transaction. Capital stock and non-controlling interest transactions are translated at historical rates. Results
of operations are mainly translated at the monthly average exchange rates. Depreciation and amortization of non-monetary assets are translated at the historical exchange rate.



| | c | Cash and cash equivalents -
| | - | ---------------------------

Cash equivalents
are all investments made with an original maturity of less than three months and are stated at cost plus interest earned.



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| | d | Restricted cash -
| | - | -----------------

Restricted cash represents
the amount required to guarantee payments according to the obligations arising from the debt agreements on the acquisition of vessels and from the sale of receivables and trust certificates (See Notes 13 and 14).



| | e | Accounts receivable -
| | - | ---------------------

Accounts receivable are
carried at their original invoice amount less a provision made for estimated losses on these receivables. Losses or impairment on trade receivables are provided for when there is objective evidence that Grupo TMM will not be able to collect all
amounts due to it in accordance with the original terms of the receivables.

If it is likely that the Company will not be able to recover all
the amounts owed to it in accordance with the receivables contract, an impairment or loss on debt is recognized. The amount of the loss is the difference between the carrying amount of the asset and the present value of its future cash flows, and is
included in the consolidated statement of operations for the year.

The losses and gains from disposing of assets are determined by the
comparison of the resources received with the book value. The losses and gains are recognized in the consolidated statement of operations.



| | f | Materials and supplies -
| | - | ------------------------

Materials and
supplies, consisting mainly of fuel and items for maintenance of property and equipment, are valued at the lower of the average cost and the net realizable value.



| | g | Concession rights -
| | - | -------------------

Concession rights
correspond to payments made for the rights to operate the assets under concession, which are stated at cost and are amortized over the terms specified in the agreements.



| | h | Properties, machinery, and equipment, net -
| | - | -------------------------------------------

Property, machinery and equipment are stated at construction or acquisition cost. Acquisitions through capital leases or charter arrangements with an
obligation to purchase are capitalized based on the present value of future minimum payments, recognizing the related liability. Depreciation of transportation equipment is computed using the straight-line method based on the useful lives of the
assets net of the estimated residual value.

In December 2010, the Company adopted the revaluation model for one class of its assets
(Properties) in accordance with IAS 16, recognizing a surplus from revaluation in the fixed assets; this surplus was calculated subtracting the book value from the appraisal value provided by independent appraisers. The increase in value from the
revaluation was recognized directly in the stockholder equity as Revaluation surplus, this item is not susceptible to distribution until the Company releases the asset. A new valuation of these properties was deemed unnecessary for 2011.



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##### Table of Contents

According to IAS 8 Accounting policies, changes in accounting estimates and errors, the adoption
of this method is treated prospectively and therefore the rules for retrospectively do not apply.

Recurring maintenance and repair
expenditures are charged to operating expenses as incurred. The major repairs on transportation equipment are capitalized and amortized over the period in which benefits are expected to be received (two to three years for vessels).



| | i | Prepaid expenses -
| | - | ------------------

Prepaid expenses represent
advance payments made for future services and are amortized in the period when these services are received.



| | j | Goodwill -
| | - | ----------

Goodwill represents the excess of
the acquisition cost in a business combination over the fair value of the Grupo TMMs share of the identifiable net assets acquired. Goodwill is carried at cost less accumulated impairment losses. Negative goodwill is recognized immediately
after acquisition in the statement of operations.



| | k | Income tax and corporate flat tax, prepaid or deferred -
| | - | --------------------------------------------------------

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in the financial
statements. Currently enacted or substantively enacted tax rates are used in the determination of deferred income tax.

Corporate Flat Tax or
IETU is a tax that co-exists with Income Tax, therefore, the Company developed projections based on reasonable, reliable assumptions properly supported, which represent Managements best estimate where it has identified that the expected
trend is essentially that Income Tax will be incurred by Grupo TMM in future years. Accordingly, only deferred Income Tax has been recognized.

Deferred tax assets are recognized to the extent that it is probable that future taxable profit against which the temporary differences can be utilized
will be available (see Note 20).

Deferred income tax is provided on temporary differences arising on investments in subsidiaries and
associates, except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.



| | l | Employee statutory profit sharing -
| | - | -----------------------------------

The Company
determines the employees statutory profit sharing at the rate of 10% on taxable income, adjusted as provided for by the Income Tax law. The employee profit sharing liability for the years 2011, 2010 and 2009, is $61, $51, and $139,
respectively, among certain Grupo TMM subsidiaries.



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| | m | Loans -
| | - | -------

Loans are recognized initially as the
proceeds received, net of transaction costs incurred. Loans are subsequently stated at amortized cost using the effective yield method; any difference between proceeds (net of the minimum transaction costs) and the redemption value is recognized in
the consolidated statement of operations over the period of the loans.



| | n | Labor obligations -
| | - | -------------------

Seniority premiums, to
which employees are entitled after 15 years of service and after having retired at the age of 60, and retirement plan benefits obligations, are expensed in the years in which the services are rendered (see Note 22).

Other compensation based on length of service to which employees may be entitled to in the event of dismissal, in accordance with the Federal Labor Law,
are provided for based on an actuarial computation, in accordance with IAS 19 Employee Benefits.



| | o | Revenue and cost recognition -
| | - | ------------------------------

Revenues

Revenue comprises the fair value of the resources received or receivable for services provided, net of rebates and discounts.

Revenue from bareboat vessel leasing is recognized monthly according to the number of days elapsed and during the term of the corresponding contract.
Revenue from voyages, when their duration is longer than two months, is recognized proportionally as a shipment moves from origin to destination.

Revenues associated with ground transportation services and other non-maritime transactions are recognized at the time the services are rendered.

Costs and expenses

The costs and expenses for ground transportation and also those related to
other maritime operations are recognized when the services are rendered.

Interest income and expense are reported as accrued using the
effective interest method.



| | p | Impairment of intangible assets and long-lived assets -
| | - | -------------------------------------------------------

The Company reviews the carrying value of intangible assets and long-lived assets annually and impairments are recognized whenever events or changes in circumstances indicate that the carrying value may
not be recoverable. An impairment loss is recognized for the amount by which the carrying amount of the assets exceeds its recoverable amount, which is the higher of an assets net selling price and its value in use. For the purpose of
assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable discounted cash flows. As of December 31, 2011 losses for impairment were determined for a vessel, and also the goodwill for a business as
the recoverable values for the long-lived assets were lower than their book values.



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| | q | Leases -
| | - | --------

Leases of property, machinery and
equipment where the Company has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalized at the inception of the lease at the lower of the fair value of the leased property and the present
value of the minimum lease payments.

The interest element of the finance cost is charged to the consolidated statement of operations over the
lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Leases where
the lesser retains a significant portion of the risks and rewards of ownership are classified as operating leases. Payments made under operating leases are charged to the statement of operations as they become due over the period of the lease.



| | r | Non-controlling interest -
| | - | --------------------------

Represents the
percentage of third party interest in the subsidiaries of Grupo TMM.



| | s | Segments -
| | - | ----------

In identifying its operating
segments, management follows Grupo TMMs service lines, which represent the main services provided by the Group.

Each of these operating
segments is managed separately as each of these service lines requires different technologies and other resources as well as marketing approaches. All inter-segment transfers are carried out at market prices.

The accounting policies Grupo TMM uses for segment reporting under IFRS 8 are the same as those used in its financial statements, with the exception that
corporate assets which are not directly attributable to the business activities of any operating segment are not allocated. In the financial periods presented, this primarily applies to the Grupo TMMs head office.



| | t | Non-current assets held for sale and discontinued operations -
| | - | --------------------------------------------------------------

Non-current assets are classified as assets held for sale and stated at the lower of: a) carrying amount just prior to classification as available for sale, and b) fair value less costs to sell.



| | u | Use of estimates -
| | - | ------------------

The preparation of the
consolidated financial statements requires management to make estimates and assumptions that could affect the reported amounts for assets and liabilities at the statement of financial position date, as well as income or loss for the period. Actual
results may differ from these estimates.



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##### Table of Contents

| | v | Equity capital and reserves -
| | - | -----------------------------

Common shares are
classified as equity. Grupo TMM does not have other equity instruments in addition to its common stock.

Incremental costs directly
attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options, or for the acquisition of a business, are included
in the cost of acquisition as part of the purchase consideration.

The surplus from revaluation within the capital includes gains from the
revaluation of properties, machinery, and equipment. The variances in the conversion of foreign currency resulting from the conversion of entities whose operating currency is not the operating currency of the Company are reported in the translation
balance.



| | w | Obligations from the sale of receivables and trust certificates
| | - | ---------------------------------------------------------------

The Company has entered into factoring agreements for the sale of present and future receivables. Proceeds are received when an agreement is made to issue trust certificates based on a pool of collections
of receivables that generate certain encumbrances for the Company, which are in turn applied on a scheduled basis as payments of principal and interest. Collection is held by the designated trust and cash amounts exceeding scheduled payments are
reimbursed to the Company (see Notes 13 and 14).



| | x | Provisions, contingent liabilities, and contingent assets -
| | - | -----------------------------------------------------------

Provisions are recognized when the present obligations resulting as a result of a past event will probably lead to an outflow of Grupo TMM economic resources and the amounts can be reliably estimated.
Timing or amount of the outflow may still be uncertain. A present obligation arises from a presence of a legal or constructive commitment that has resulted from past events. Provisions are not recognized for future operating losses.

Provisions are the amounts necessary for estimated outflows to settle the present obligation based on the most reliable evidence available at the date of
the financial statements, including the risks and uncertainties associated with the present obligation. When there are several similar obligations, the likelihood that an outflow will be required in settlement is determined considering the class of
obligations as a whole. Provisions are discounted at their present value, where the time value of money is material.

Any reimbursement that
Grupo TMM can be virtually certain to collect from a third party regarding an obligation is recognized as a separate asset. However, this asset may not exceed the amount for the related provision.

All provisions are reviewed on the issue of the financial statements and adjusted to reflect the current best estimate.



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##### Table of Contents

When the possible disbursement for present obligations is remote or improbable, this is not recognized as a
liability, unless it was assumed in the course of a business combination.

Possible inflows of economic benefits to Grupo TMM that do not yet
meet the recognition criteria of an asset are considered contingent assets.



|4 | Going concern:
|- | --------------

The accompanying consolidated financial statements have been prepared in accordance with the International Financial Reporting
Standards, which consider the continuation of the Company as a going concern. The Company has sustained net losses in 2010 and 2009, principally as a result of its comprehensive financing cost. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

During 2011 and 2010, Management completed additional steps to improve its operating and financial results, which helped to improve its operating and
financial balances, which are considered sufficient in the medium term to ensure the continued operation of the Company, steps such as the following: a) the acquisition program for a new fleet of ships has been completed, b) the administrative
expenses are unchanged, c) the three tranches of Trust Certificates for $10.500 billion pesos were consolidated into one (20 year term and with no resources for the Company, mentioning that the majority of the Companys revenues are generated
in dollars) (see Note 14), paying off the Natixis loan, d) the DVB Bank America loan was restructured in 2011 with better conditions, which will reduce the Companys financial expenses, and e) the balance on the Obligations from the sale of
receivables was prepaid to Deutsche Bank in 2011 in full.

Also, the Company has made prompt payment on capital and interests related to the
Trust Certificate tranche.

The maritime business has improved in its performance in recent years, becoming more efficient with the same level
of income, consolidating as the most profitable business for Grupo TMM.

In addition, Management continues to work on the implementation of
the five year growth plan, which includes the following projects:

Short term -

On January 30, 2012, a shipyard was acquired at the port of Tampico for US $5.5 million. This shipyard repairs vessels and has two floating dry-docks with a capacity of 3,000 metric tons. In
the long term, the Company expects to have the capacity to be able to build vessels at these facilities. This operation is forecast to generate an annual EBITDA of approximately US $2.1 million and a margin of 32% in its first year of
operation. In addition, Company Management expects to have 30 dry-docks per year, 37% of which will be for its own fleet, resulting in savings in vessel maintenance and repair costs.

Also, Company management has plans to disincorporation certain businesses where results have not been as expected. When these actions have been completed, the Companys operating balance is expected
to improve so as to focus on profitable businesses.



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Medium term -

The Company plans to develop a container terminal and a liquids terminal the port of Tuxpan, Veracruz. The container terminal will offer service to the growing demand in the Gulf of Mexico, taking
advantage of the growth of the Mexican market. The objective of the liquids terminal will be to manage both current imports and also the expected increase in the importation of gasoline and diesel, through the construction of a pipeline and a
mooring position.

Increase the Grupo TMMs fleet of supplier ships with specialized vessels, to face the growing demand for deep water
exploration in Mexico.

The success of the implementation of these projects in the medium term will allow Grupo TMM to grow with high
performing assets and operations, significantly improving the capital structure of the Company and increasing value for its stockholders. The implementation of these medium term projects will be funded with a combination of capital and debt.



|5 | Taxes receivable:
|- | -----------------

Taxes receivable as of December 31, 2011 and 2010 are summarized as follows:



|                                       |  |      |       |  |      |   |       | 
|-------------------------------------- |  | ---- | ----- |  | ---- | - | ----- | 
|                                       |  | 2011 |       |  | 2010 |  
|Income and Value Added Tax             |  | $    | 2,382 |  |      | $ | 5,993 | 
|Asset Tax                              |  |      | 156   |  |      |   | 449   | 
|Corporate Flat Tax                     |  |      | 142   |  |      |   | 280   | 
|Special tax on production and services |  |      | 3     |  |      |   | 41    | 
|Other                                  |  |      | 61    |  |      |   | 12    | 
|                                       |  |      |       |  |      |   |       | 
|                                       |  | $    | 2,744 |  |      | $ | 6,775 | 
|                                       |  |      |       |  |      |   |       | 



|6 | Other accounts receivable:
|- | --------------------------

Other accounts receivable as of December 31, 2011 and 2010 are summarized as follows:



|                                                  |  |      |        |  |      |   |        | 
|------------------------------------------------- |  | ---- | ------ |  | ---- | - | ------ | 
|                                                  |  | 2011 |        |  | 2010 |  
|Services for port, maritime, and other operations |  | $    | 7,541  |  |      | $ | 6,597  | 
|Insurance claims                                  |  |      | 1,570  |  |      |   | 2,650  | 
|Employees                                         |  |      | 2,476  |  |      |   | 2,852  | 
|Other                                             |  |      | 3,225  |  |      |   | 1,588  | 
|                                                  |  |      |        |  |      |   |        | 
|                                                  |  | $    | 14,812 |  |      | $ | 13,687 | 
|                                                  |  |      |        |  |      |   |        | 



|7 | Other current assets:
|- | ---------------------

Other current assets as of December 31, 2011 and 2010 are summarized as follows:



|                           |  |      |       |  |      |   |       | 
|-------------------------- |  | ---- | ----- |  | ---- | - | ----- | 
|                           |  | 2011 |       |  | 2010 |  
|Prepaid expenses           |  | $    | 464   |  |      | $ | 593   | 
|Fleet insurance            |  |      | 557   |  |      |   | 643   | 
|Prepaid insurance premiums |  |      | 205   |  |      |   | 283   | 
|                           |  |      |       |  |      |   |       | 
|                           |  | $    | 1,226 |  |      | $ | 1,519 | 
|                           |  |      |       |  |      |   |       | 



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##### Table of Contents

|8 | Concession rights:
|- | ------------------

The Company holds concessions to operate the cruise and vehicle terminal in the Port of Acapulco and the tugboat services in the Port
of Manzanillo. The Manzanillo concession was renewed in January 2007 for an additional eight years. Under these concession agreements, the Company has the obligation to keep in good condition the facilities included in the concessions. At the end of
the terms of the concession agreements, the concessions assets will revert to the Government.

Therefore the concession rights and the
partial rights concessions provide for rights in favour of the Federal Government (see Note 24a).

The Company has met compliance with its
obligation to maintain the concessioners facilities in good condition.

The concession rights as of December 31, 2011 and 2010 are
summarized as follows:



|                                                  |  |      |        |   |      |   |        |                       |  |  |    | 
|------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | --------------------- |  |  | -- | 
|                                                  |  | 2011 |        |   | 2010 |   |        | Years left toamortize | 
|Administración Portuaria Integral de Acapulco (1) |  | $    | 6,783  |   |      | $ | 6,783  |                       |  |  | 10 | 
|Transportación Marítima Mexicana (2)              |  |      | 2,170  |   |      |   | 2,170  |                       |  |  |   | 
|                                                  |  |      |        |   |      |   |        |                       |  |  |    | 
|                                                  |  |      | 8,953  |   |      |   | 8,953  |                       |  |  |    | 
|Accumulated amortization                          |  |      | (6,376 | ) |      |   | (6,104 | )                     |  |  |    | 
|                                                  |  |      |        |   |      |   |        |                       |  |  |    | 
|Concession rights - net                           |  | $    | 2,577  |   |      | $ | 2,849  |                       |  |  |    | 
|                                                  |  |      |        |   |      |   |        |                       |  |  |    | 

The amortization of the concession rights was $271 for the years ended December 31, 2011 and 2010.



|(1) | Concession expires June 2021.
|--- | -----------------------------

|(2) | Concession expires January 2015. In January 2007, the total value of this concession has been fully amortized.
|--- | --------------------------------------------------------------------------------------------------------------



|9 | Property, machinery, and equipment, net:
|- | ----------------------------------------

Property, machinery, and equipment as of December 31, 2011 and 2010 are summarized as follows:



|                                |  |                          |         |  |           |   |        |           |  |   |                     |  |  |                          |         |   |                       |   |        |                            |  |   |         |  |  |  |          | 
|------------------------------- |  | ------------------------ | ------- |  | --------- | - | ------ | --------- |  | - | ------------------- |  |  | ------------------------ | ------- | - | --------------------- | - | ------ | -------------------------- |  | - | ------- |  |  |  | -------- | 
|                                |  | 2011                     |        
|                                |  | Netbalances atyear start |         |  | Additions |   |        | Disposals |  |   | Transfersand others |  |  | Depreciation/ impairment |         |   | Netbalances atyearend |   |        | Estimateuseful life(years) | 
|Vessels                         |  | $                        | 576,568 |  |           | $ | 189    |           |  | $ |                    |  |  | $                        | 4,214   |   |                       | $ | 33,598 | (1)                        |  | $ | 547,373 |  |  |  | 25       | 
|Dry-docks:                      |  |                          |         |  |           |   |        |           |  |   |                     |  |  |                          |         |   |                       |   |        |                            |  |   |         |  |  |  |          | 
|Major vessel repairs            |  |                          | 5,811   |  |           |   | 4,919  |           |  |   |                    |  |  |                          | (6      | ) |                       |   | 4,754  |                            |  |   | 5,970   |  |  |  | 2.5      | 
|Building and facilities         |  |                          | 15,895  |  |           |   | 52     |           |  |   | 52                  |  |  |                          | 2,825   |   |                       |   | 916    |                            |  |   | 17,804  |  |  |  | 20 & 25  | 
|Warehousing equipment           |  |                          | 914     |  |           |   |       |           |  |   |                    |  |  |                          | (60     | ) |                       |   | 257    |                            |  |   | 597     |  |  |  | 10       | 
|Computer equipment              |  |                          | 600     |  |           |   | 59     |           |  |   |                    |  |  |                          | 2       |   |                       |   | 331    |                            |  |   | 330     |  |  |  | 3 & 4    | 
|Terminal equipment              |  |                          | 738     |  |           |   | 44     |           |  |   |                    |  |  |                          | 89      |   |                       |   | 242    |                            |  |   | 629     |  |  |  | 10       | 
|Ground transportation equipment |  |                          | 26,638  |  |           |   | 51     |           |  |   | 2,024               |  |  |                          | (2,275  | ) |                       |   | 3,480  |                            |  |   | 18,910  |  |  |  | 4.5 & 10 | 
|Other equipment                 |  |                          | 1,089   |  |           |   | 26     |           |  |   | 12                  |  |  |                          | 77      |   |                       |   | 201    |                            |  |   | 979     |  |  |  |          | 
|                                |  |                          |         |  |           |   |        |           |  |   |                     |  |  |                          |         |   |                       |   |        |                            |  |   |         |  |  |  |          | 
|                                |  |                          | 628,253 |  |           |   | 5,340  |           |  |   | 2,088               |  |  |                          | 4,866   |   |                       |   | 43,779 |                            |  |   | 592,592 |  |  |  |          | 
|Lands                           |  |                          | 106,866 |  |           |   |       |           |  |   | 312                 |  |  |                          | (7,866  | ) |                       |   |       |                            |  |   | 98,688  |  |  |  |          | 
|Constructions in progress       |  |                          | 26,523  |  |           |   | 10,036 |           |  |   |                    |  |  |                          | (9,959  | ) |                       |   |       |                            |  |   | 26,600  |  |  |  |          | 
|                                |  |                          |         |  |           |   |        |           |  |   |                     |  |  |                          |         |   |                       |   |        |                            |  |   |         |  |  |  |          | 
|                                |  | $                        | 761,642 |  |           | $ | 15,376 |           |  | $ | 2,400               |  |  | $                        | (12,959 | ) |                       | $ | 43,779 |                            |  | $ | 717,880 |  |  |  |          | 
|                                |  |                          |         |  |           |   |        |           |  |   |                     |  |  |                          |         |   |                       |   |        |                            |  |   |         |  |  |  |          | 



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##### Table of Contents

|                                |  |      |         |  |  |   |        |  |  |   |       |  |  |   |         |     |  |   |        |  |  |   |         |  |  |  |          | 
|------------------------------- |  | ---- | ------- |  |  | - | ------ |  |  | - | ----- |  |  | - | ------- | --- |  | - | ------ |  |  | - | ------- |  |  |  | -------- | 
|                                |  | 2010 |        
|Vessels                         |  | $    | 511,691 |  |  | $ | 2,588  |  |  | $ | 106   |  |  | $ | 95,282  |     |  | $ | 32,887 |  |  | $ | 576,568 |  |  |  | 25       | 
|Dry-docks:                      |  |      |         |  |  |   |        |  |  |   |       |  |  |   |         |     |  |   |        |  |  |   |         |  |  |  |          | 
|Major vessel repairs            |  |      | 6,327   |  |  |   | 7,342  |  |  |   |      |  |  |   | 540     |     |  |   | 8,398  |  |  |   | 5,811   |  |  |  | 2.5      | 
|Buildings and facilities        |  |      | 10,964  |  |  |   |       |  |  |   | 686   |  |  |   | 6,767   | (2) |  |   | 1,150  |  |  |   | 15,895  |  |  |  | 20 & 25  | 
|Warehousing equipment           |  |      | 1,094   |  |  |   | 58     |  |  |   |      |  |  |   | 18      |     |  |   | 256    |  |  |   | 914     |  |  |  | 10       | 
|Computer equipment              |  |      | 865     |  |  |   | 96     |  |  |   |      |  |  |   | 147     |     |  |   | 508    |  |  |   | 600     |  |  |  | 3 & 4    | 
|Terminal equipment              |  |      | 885     |  |  |   | 65     |  |  |   | 34    |  |  |   | 92      |     |  |   | 270    |  |  |   | 738     |  |  |  | 10       | 
|Ground transportation equipment |  |      | 27,308  |  |  |   | 2,922  |  |  |   | 2,370 |  |  |   | 2,381   |     |  |   | 3,603  |  |  |   | 26,638  |  |  |  | 4.5 & 10 | 
|Other equipment                 |  |      | 1,179   |  |  |   | 91     |  |  |   |      |  |  |   | 59      |     |  |   | 240    |  |  |   | 1,089   |  |  |  |          | 
|                                |  |      |         |  |  |   |        |  |  |   |       |  |  |   |         |     |  |   |        |  |  |   |         |  |  |  |          | 
|                                |  |      | 560,313 |  |  |   | 13,162 |  |  |   | 3,196 |  |  |   | 105,286 |     |  |   | 47,312 |  |  |   | 628,253 |  |  |  |          | 
|Land                            |  |      | 22,086  |  |  |   |       |  |  |   | 1,738 |  |  |   | 86,518  | (2) |  |   |       |  |  |   | 106,866 |  |  |  |          | 
|Constructions in progress       |  |      | 106,029 |  |  |   | 18,961 |  |  |   |      |  |  |   | (98,467 | )   |  |   |       |  |  |   | 26,523  |  |  |  |          | 
|                                |  |      |         |  |  |   |        |  |  |   |       |  |  |   |         |     |  |   |        |  |  |   |         |  |  |  |          | 
|                                |  | $    | 688,428 |  |  | $ | 32,123 |  |  | $ | 4,934 |  |  | $ | 93,337  |     |  | $ | 47,312 |  |  | $ | 761,642 |  |  |  |          | 
|                                |  |      |         |  |  |   |        |  |  |   |       |  |  |   |         |     |  |   |        |  |  |   |         |  |  |  |          | 

The accumulated depreciation on property, machinery, and equipment as of December 31, 2011 and 2010 is $211.9
million and $183.1 million, respectively.



|(1) | The Company assessed impairment of $901 for the Vessel Tula.
|--- | ------------------------------------------------------------

|(2) | In 2010 the Company adopted the revaluation method for one class of its assets (properties) in accordance with IAS 16, recognizing a Revaluation Surplus in the fixed
assets as follows: Land for $88.9 million, Buildings and facilities for $4.7 million, and Constructions in progress for $(0.2) million, giving a total of $93.4 million (see Note 3h). There were not situations occurring in 2011 that would alter the
fair value of the assets, therefore the Company deemed a new valuation unnecessary.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As of December 31, 2011, 24 offshore
vessels, 5 tanker vessels, and 5 tugboats are securing the issue of Trust Certificates. In addition, there are 10 properties, including the La Moderna property securing the Bancomext loan. Also, 39 tractor-trailers are securing the
financing received from DC Automotriz Servicios.



|10 | Prepaid expenses and others:
|-- | ----------------------------

Prepaid expenses as of December 31, 2011 and 2010 are summarized as follows:



|                            |  |      |       |  |      |   |       | 
|--------------------------- |  | ---- | ----- |  | ---- | - | ----- | 
|                            |  | 2011 |       |  | 2010 |  
|Prepaid expenses            |  | $    | 4,472 |  |      | $ | 4,784 | 
|Other share investments (1) |  |      | 2,287 |  |      |   | 2,057 | 
|Security deposits           |  |      | 660   |  |      |   | 776   | 
|                            |  |      |       |  |      |   |       | 
|                            |  | $    | 7,419 |  |      | $ | 7,617 | 
|                            |  |      |       |  |      |   |       | 



|(1) | Corresponds to investments in Companies where the Company does not have a significant influence or voting rights.
|--- | -----------------------------------------------------------------------------------------------------------------



F-24



---

##### Table of Contents

|11 | Intangible assets:
|-- | ------------------

Intangible assets as of December 31, 2011 and 2010 are summarized as follows:



|                           |  |                         |        |  |           |   |     |           |  |   |                     |  |  |                          |     |  |                       |   |        |                      |  |   |        |  |  |  |       | 
|-------------------------- |  | ----------------------- | ------ |  | --------- | - | --- | --------- |  | - | ------------------- |  |  | ------------------------ | --- |  | --------------------- | - | ------ | -------------------- |  | - | ------ |  |  |  | ----- | 
|                           |  | 2011                    |       
|                           |  | Netbalancesat yearstart |        |  | Additions |   |     | Disposals |  |   | Transfersand others |  |  | Amortization/ impairment |     |  | Netbalancesat yearend |   |        | Estimateduseful life | 
|Software                   |  | $                       | 101    |  |           | $ | 228 |           |  | $ |                    |  |  | $                        | 314 |  |                       | $ | 308    |                      |  | $ | 335    |  |  |  | 3 & 5 | 
|Goodwill (ADEMSA) (1)      |  |                         | 10,425 |  |           |   |    |           |  |   |                    |  |  |                          |    |  |                       |   | 10,425 |                      |  |   |       |  |  |  |       | 
|Trademarks (2)             |  |                         | 9,000  |  |           |   |    |           |  |   |                    |  |  |                          |    |  |                       |   |       |                      |  |   | 9,000  |  |  |  |       | 
|Non-competition rights (3) |  |                         | 4,120  |  |           |   |    |           |  |   |                    |  |  |                          |    |  |                       |   | 2,060  |                      |  |   | 2,060  |  |  |  | 5     | 
|                           |  |                         |        |  |           |   |     |           |  |   |                     |  |  |                          |     |  |                       |   |        |                      |  |   |        |  |  |  |       | 
|                           |  | $                       | 23,646 |  |           | $ | 228 |           |  | $ |                    |  |  | $                        | 314 |  |                       | $ | 12,793 |                      |  | $ | 11,395 |  |  |  |       | 
|                           |  |                         |        |  |           |   |     |           |  |   |                     |  |  |                          |     |  |                       |   |        |                      |  |   |        |  |  |  |       | 
|                           | 
|                           |  | 2010                    |       
|Software                   |  | $                       | 108    |  |           | $ | 46  |           |  | $ |                    |  |  | $                        | 37  |  |                       | $ | 90     |                      |  | $ | 101    |  |  |  | 3 & 5 | 
|Goodwill (ADEMSA) (1)      |  |                         | 10,425 |  |           |   |    |           |  |   |                    |  |  |                          |    |  |                       |   |       |                      |  |   | 10,425 |  |  |  |       | 
|Trademarks (2)             |  |                         | 9,000  |  |           |   |    |           |  |   |                    |  |  |                          |    |  |                       |   |       |                      |  |   | 9,000  |  |  |  |       | 
|Non-competition rights (3) |  |                         | 6,180  |  |           |   |    |           |  |   |                    |  |  |                          |    |  |                       |   | 2,060  |                      |  |   | 4,120  |  |  |  | 5     | 
|                           |  |                         |        |  |           |   |     |           |  |   |                     |  |  |                          |     |  |                       |   |        |                      |  |   |        |  |  |  |       | 
|                           |  | $                       | 25,713 |  |           | $ | 46  |           |  | $ |                    |  |  | $                        | 37  |  |                       | $ | 2,150  |                      |  | $ | 23,646 |  |  |  |       | 
|                           |  |                         |        |  |           |   |     |           |  |   |                     |  |  |                          |     |  |                       |   |        |                      |  |   |        |  |  |  |       | 



|(1) | The goodwill arises from the purchase of Almacenadora de Depósito Moderno, S.A. de C.V., (ADEMSA). The value of the intangible asset for customer
relations could not be reasonably estimated; therefore it is included in the value for this goodwill.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | On December 31, 2004, Grupo TMM acquired the Marmex trademark rights from its former partner Seacor Marine International, LLC, for the amount of $9,000, which was
presented as an item deducting the non-controlling interest amount. Grupo TMM acquired such non-controlling interest and therefore the trademark rights are now classified within intangible assets.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | A stockholder with significant influence in the business decision making of Grupo TMM decided to sell her interest. In view that this individual also had knowledge of
business plans, market condition, as well as relationships with customers and vendors of Grupo TMM, the Board of Directors approved the Company on November 20, 2007, to enter into a non competition agreement for a 5 year period with this
individual; this agreement provides for a penalty of $14.3 million in the event of non-compliance.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The ADEMSA
goodwill, the non-competition rights, and the Marmex trademark are subject to an annual impairment assessment in accordance with IAS 36. For the year 2011, on an adjustment for ADEMSA was determined as the value in use was lower than the
book value. (See Note 24b V).

The Company decided to register impairment loss of goodwill following the annual impairment testing in
accordance with the International Accounting Standard 36 Impairment of Assets (IAS 36) performed in 2011.



F-25



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##### Table of Contents

The Management determined the recoverable amount of the goodwill on the basis of value in use, which is
measured by the present value of the future cash flows from the cash generating unit in which the goodwill has been identified (ADEMSA). Following the cash flow computation guidelines in IAS 36, the Management measured the expected
future cash flows on the basis of earnings before interest, tax, depreciation and amortization (EBITDA). The projection covered a five year horizon, which is consistent with economic live of the dominant tangible asset identified in the cash
generating unit. The Management based the estimation of the future cash flows on reasonable assumptions, considering the decrease of the cash generating capability of ADEMSA due to unexpected events during 2011, and its historic cost
structure.

In order to estimate the value in use, the Company is required to determine a proper discount rate which should reflect the
investors expected return, based on the risk level of the cash generating unit.

ADEMSA has no interest bearing debt, the only source of
capital that was taken into account in the discount rate computation was the return required by the shareholders. The cost of equity (i.e. the proper discount rate) was determined through the Capital Asset Pricing Model (CAPM), which is a return
generating model that estimates an asset ́s expected return as a function of the risk free rate, the asset ́s specific risk (i.e. beta coefficient) and the market risk premium. On the impairment testing date, the discount rate was
determined to be 11.77%.



|12 | Financing:
|-- | ----------

The total debt as of December 31, 2011 and 2010 is summarized as follows:



|                             |  |      |         |   |      |   |         |  
|---------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                             |  | 2011 |         |   | 2010 |  
|Short term debt:             |  |      |         |   |      |   |         |  
|DVB Bank America (1)         |  | $    | 2,825   |   |      | $ | 4,167   |  
|DEG-Deutsche Investition (3) |  |      | 1,700   |   |      |   | 1,700   |  
|DC Automotriz Servicios (2)  |  |      | 1,305   |   |      |   | 998     |  
|Autofin México (6)           |  |      | 1,157   |   |      |   | 5,593   |  
|Pure Leasing (4)             |  |      | 612     |   |      |   | 423     |  
|Logra Financiamientos (7)    |  |      | 483     |   |      |   |        |  
|INPIASA (8)                  |  |      | 173     |   |      |   |        |  
|Interest payable             |  |      | 9,097   |   |      |   | 11,086  |  
|Transaction costs            |  |      | (162    | ) |      |   | (295    | )
|                             |  |      |         |   |      |   |         |  
|                             |  | $    | 17,190  |   |      | $ | 23,672  |  
|                             |  |      |         |   |      |   |         |  
|Long term debt:              |  |      |         |   |      |   |         |  
|Trust Certificates           |  |      |         |   |      |   |         |  
|(CBF) (See note 14)          |  | $    | 675,933 |   |      | $ | 775,536 |  
|DVB Bank America (1)         |  |      | 24,623  |   |      |   | 27,486  |  
|Bancomext, S.N.C. (5)        |  |      | 14,608  |   |      |   | 17,743  |  
|DC Automotriz Servicios (2)  |  |      | 5,579   |   |      |   | 7,627   |  
|Investors (9)                |  |      | 5,121   |   |      |   |        |  
|Autofin México (6)           |  |      | 4,322   |   |      |   | 2,024   |  
|DEG-Deutsche Investition (3) |  |      | 3,400   |   |      |   | 5,100   |  
|INPIASA (8)                  |  |      | 1,023   |   |      |   |        |  
|Pure Leasing (4)             |  |      | 702     |   |      |   | 1,092   |  
|                             |  |      |         |   |      |   |         |  
|                             |  | $    | 735,311 |   |      | $ | 836,608 |  
|                             |  |      |         |   |      |   |         |  



|(1) | In 2007, Grupo TMM Grupo TMM entered into two lines of credit in dollars with DVB Bank to acquire two chemical vessels (Maya and Omega). The first, with a loan facility
for US$25.0 million (approximately $348.7 million pesos), with an average interest rate of 7.42%, the senior note with a fixed rate of 6.88%, and the junior note with a fix rate of 11.365%. The second vessel loan facility for the amount of US$27.5
million (approximately $383.6 million pesos), with an average interest rate of 7.78%, the senior note with a fixed rate of 7.21%, and the junior note with a fixed interest rate of 11.7025%.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-26



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##### Table of Contents

Both loans are payable in monthly instalments of principal and interest, maturing
May 25, 2017, and June 19, 2017, respectively. Both facilities were contracted through the subsidiary TMM Parcel Tankers.

The Company began negotiations with the bank early in 2010 to improve the amortization profile for these loans, and also to reduce the effective rate. On March 30, 2011, the restructuring with DVB
Bank was finalized with the signing of two new loans, which were opened April 4, 2011. The first is a bridge loan for US$3.5 million (approximately $48.8 million pesos) with draws during the first twenty-four months, and monthly
payments on principal starting month twenty-five, quarterly payments of interest at and AIR rate (bank available funds interbank rate) plus four hundred basis points, maturing June 2017.

This line of credit will reduce payment on the senior notes by US$150,000 (approximately $2.1 million pesos) during the first eighteen
months, and US$133,000 (approximately $1.8 million pesos) during the following six months.

The second is a loan for US$4.0
million (approximately $55.8 million pesos) that was used, together with Company cash, to prepay all the junior notes mentioned previous; this is a single draw loan with payment on principal due June 2017 and quarterly interest payments at an AIRrate (bank available funds interbank rate) plus four hundred basis points.



|(2) | This loan is comprised of different contracts made with DC Automotriz Servicios as follows:
|--- | -------------------------------------------------------------------------------------------



| | a. | On July 19, 2007, the Company entered into a loan facility in Mexican pesos as part of the Forced Assignment of Rights Agreement entered into with DC Automotriz
Servicios S. de R.L. de C.V. (now Daimler Financial Services México, S. de R.L. de C.V. Daimler) for the acquisition of automotive transportation assets for approximately US$8.9 million ($123.7 million pesos ) at a variable rate
of the 91-day TIIE rate plus 200 basis points, through its subsidiary Lacto Comercial Organizada, S.A. de C.V. (Lacorsa). Payment of which is made through 84 consecutive monthly payments on the principal plus interests on outstanding
balances, commencing January 2008 and maturing in December 2014.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

A debt recognition and restructure agreement
was signed on this loan on December 1, 2010, for $96.7 million pesos (approximately US$7.8 million) at a variable rate of the 28-day TIIE plus 3.5 percentage points, through Lacorsa. Payment for which is made on 72 consecutive monthly payments
on the principal plus interests on outstanding balances starting January 1, 2011 and maturing in December 2016.



F-27



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##### Table of Contents

| | b. | On June 4, 2008, the Company entered in a loan facility in Mexican pesos with Daimler for the acquisition of 31 transportation units for approximately
US$1.4 million ($19.8 million pesos) at a fixed rate of 12.85%, through its subsidiary Lacorsa; payment for which is made on 60 consecutive monthly payments on the principal plus interests on outstanding balances, maturing in June 2013.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

On September 26, 2008, the Company entered into a loan facility in Mexican pesos with Daimler
for the acquisition of 8 transportation units for approximately US$0.4 million ($5.2 million pesos) at a fixed rate of 13.56%, through its subsidiary Lacorsa; payment for which is made on 60 consecutive monthly payments on the principal plus
interests on outstanding balances, maturing in September 2013.

In June 2010, the both loans were restructured into a single
loan for approximately US$1.6 million ($21.7 million pesos) at a fixed rate of 14.8%, through its subsidiary Lacorsa; payment for which is made on 60 consecutive monthly payments on the principal plus interests on outstanding balances, maturing in
May 2015.



|(3) | On January 11, 2008, Grupo TMM entered into a loan facility listed in dollars to refinance the purchase of ADEMSA for US$8.5 million (approximately
$118.6 million pesos), at a fixed rate of 8.01%, payment on which is to be made in 14 consecutive semi-annual payments on principal plus interests on outstanding balances, with a two year grace period on the principal and maturing in July 2014.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | In September 2009, the Company secured with Pure Leasing, S.A. de C.V. through its subsidiary TMM Logistics, S.A. de C.V., a line of credit in Mexican pesos for working
capital and/or current accounts for approximately US$1.9 million ($26.2 million pesos) at a fixed rate of 14.25% with monthly payments on principal and interest on outstanding balances, maturing in September 2014.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | In June 2009, the Company secured with Banco Nacional de Comercio Exterior, S.N.C., Institución de Banca de Desarrollo, through its subsidiary TMM
División Marítima, S.A. de C.V., a mortgage secured simple line of credit in dollars for working capital for US$25.0 million (approximately $348.7 million pesos) at a variable rate, maturing in June 2015, monthly interest payments on
outstanding balances and principal at maturity, drawing both dollars and pesos with the possibility of making prepayments on principal without penalty.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In July 2009, a first draw was made on the line of credit for US $6.9 million (approximately $96.2 million pesos) at a variable rate of the 30-day Libor plus 600 basis points, with monthly interest
payments. On July 30, 2010, the principal balance was prepaid in full on this draw and interests.

In November 2009, a
second draw was made on the line of credit for approximately US $9.5 million ($132.9 million pesos) at a variable rate of the 28-day TIIE plus 400 basis points, with monthly interest payments. As of December 31, 2011, the effective rate for
this draw on the line of credit was 8.7975% with an outstanding balance of $1.3 million (approximately $18.4 million pesos).



F-28



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##### Table of Contents

In December 2009, a third draw was made on the line of credit for approximately US$0.9
million ($11.9 million pesos) at a variable rate of the 28-day TIIE plus 400 basis points, with monthly interest payments. As of December 31, 2011, the effective rate for this draw on the line of credit was 8.8850% with an outstanding balance
of approximately $0.9 million ($11.9 million pesos).

In November 2010, the Company secured with Banco Nacional de Comercio
Exterior, S.N.C., Institución de Banca de Desarrollo, through its subsidiary TMM División Marítima, S.A. de C.V., a new line of credit in US dollars for working capital for US$15.0 million (approximately $209.2 million pesos),
at a variable rate, maturing in June 2015, with monthly interest payments on outstanding balances and principal on maturity, with the possibility of making prepayments without penalty. The balance on both lines of credit, together, cannot exceed US
$25.0 million, or the equivalent in Mexican pesos.

In November 2010, a first draw was made on the new line of credit for
approximately US$9.2 million ($115.0 million pesos) at a variable rate of the 28-day TIIE plus 425 basis points, with monthly interest payments. As of December 31, 2011, the effective rate on this draw on the line of credit was 9.0475% with an
outstanding balance of approximately US$8.2 million ($115.0 million pesos).

In October 2011, the Company made a second draw on
the new line of credit for approximately US $4.7 million ($65.6 million pesos) at a variable rate of the 28-day TIIEplus 425 basis points, with monthly interest payments. The effective rate for this draw on the line of credit as of
December 31, 2011 was 9.0475% with an outstanding balance of approximately US$4.7 million ($65.6 million pesos).



|(6) | In July 2010, the Company secured with Banco Autofin México S.A. Institución de Banca Múltiple (BAM), through its subsidiary Proserpec
Servicios Administrativos, S.A.P.I. de C.V., a line of credit in Mexican pesos for working capital and treasury obligations for approximately US $7.2 million ($100.0 million pesos), at a variable rate of the 28-day TIIEplus 4.5 points,
secured with fixed assets and the assignment of collection rights on contracts with some clients; payment for which is made on 24 consecutive monthly payments on the principal plus interest on outstanding balances, starting July 2010 and maturing in
June 2012. On September 30, 2011, using the same line of credit, the balance on the principal for this draw and interests was prepaid in full.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In September 2011 and to strengthen the agricultural activities of ADEMSA (See Note 24b V), the Company decided to take advantage of the line of credit held by Proserpec Servicios
Administrativos, S.A.P.I. de C.V. with BAM, to secure a loan for approximately US $3.1 million ($42.9 million pesos). This amount will be recognized as a capital contribution in the company Comercializadora de Valle Hermoso, S.A. de C.V.
(COVAHESA).

Therefore, considering the prepayment and this new draw on the line of credit, on September 30,
2011 the loans were combined into one for approximately US $5.8 million ($80.4 million pesos) at a variable rate of the 28-day TIIEplus 500 basis points, with monthly payments on principal and interests, and maturing September 2016. The
effective rate on this draw on the line of credit as of December 31, 2011 was 9.8000% with an outstanding balance of approximately US $5.5 million ($76.4 million pesos).



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##### Table of Contents

|(7) | In November 2011, the Company decided to secure a line of credit to strength the agricultural activities of ADEMSA (See Note 24b V), through its subsidiary
Proserpec Servicios Administrativos, S.A.P.I. de C.V. with Logra Financiamientos, S.A. de C.V. SOFOM ENR (LOGRA), for approximately US$0.8 million ($10.6 million pesos). This amount will also be recognized as a capital contribution in
COVAHESA. The loan accrues interest at a variable rate of the 28-day TIIEplus 600 basis points, with monthly interest payments, four capital payments, and maturing December 2012. The effective rate for this draw on the line of
credit as of December 31, 2011 was 10.7981% with an outstanding balance of approximately US$0.4 million ($5.6 million pesos).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | In November 2011, the Company decided to enter into two loan facilities to strengthen the agricultural activities of ADEMSA (See Note 24b V), through its
subsidiary Proserpec Servicios Administrativos, S.A.P.I. de C.V. with INPIASA, S.A. de C.V. (INPIASA). The first for approximately US$1.1 million ($15.7 million pesos) at a variable rate of the 28-day TIIEplus 450 basis points,
with monthly payments on principal and interests, and maturing August 2021; the second for approximately US$0.3 million ($4.2 million pesos) at a variable rate of the 28-day TIIEplus 450 basis points, with monthly payments on principal and
interest, and maturing October 2016. The total amount for both loans will also be recognized as a capital contribution in COVAHESA. The effective rate for both loans as of December 31, 2011 was 9.2900%, with a total outstanding
balance of approximately US$1.4 million ($19.2 million pesos).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | In January 2011, the Company decided to enter into two loan facilities to improve the Companys amortization profile and to facilitate the cancellation process for
the Obligations from the Sale of Receivables Program (See Note 13), through its subsidiary Transportación Marítima Mexicana, S.A. de C.V. with two private investors (Investors), who held B certificates, which
were also cancelled under the aforementioned restructuring of the Program. Both loans for US$3.0 million (approximately $41.8 million) at a fixed rate of 11.2500%, with semi-annual payments on principal and interests, with a two year grace period on
the principal, and maturing January 2016. The total outstanding balance as of December 31, 2011 was US$6.0 million (approximately $83.7 million pesos).
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Covenants-

The agreements related to the abovementioned loans contain certain covenants including
the observance of certain financial ratios, restrictions on dividend payments, and sales of assets, among others. Grupo TMM and its subsidiaries were in compliance with these covenants and restrictions as of December 31, 2011 and 2010.

The interest expense on bank loans was $5.7 million (approximately $79.5 million pesos) and $6.7 million (approximately $93.4 million pesos)
for the years ended December 31, 2011 and 2010, respectively.



F-30



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##### Table of Contents

Maturity of long-term bank loans as of December 31, 2011 and 2010 is as follows (carrying value
amounts):



|                    |  |             |         |  |             |   |         | 
|------------------- |  | ----------- | ------- |  | ----------- | - | ------- | 
|                    |  | 2011        |         |  | 2010        |  
|Maturity            |  | Loans - net |         |  | Loans - net |  
|2012                |  | $           |        |  |             | $ | 10,205  | 
|2013                |  |             | 10,997  |  |             |   | 6,845   | 
|2014                |  |             | 9,379   |  |             |   | 6,322   | 
|2015                |  |             | 19,706  |  |             |   | 22,469  | 
|2016                |  |             | 3,925   |  |             |   | 16,667  | 
|2017 and thereafter |  |             | 691,304 |  |             |   | 774,100 | 
|                    |  |             |         |  |             |   |         | 
|                    |  | $           | 735,311 |  |             | $ | 836,608 | 
|                    |  |             |         |  |             |   |         | 

A summary of the estimated fair values of the Companys debt as of December 31, 2011 and 2010 is shown
following:



|                       |  |               |         |   |           |   |         |               |  |   |           |   |  |   |         | 
|---------------------- |  | ------------- | ------- | - | --------- | - | ------- | ------------- |  | - | --------- | - |  | - | ------- | 
|                       |  | 2011          |         |   | 2010      |  
|                       |  | Carryingvalue |         |   | Fairvalue |   |         | Carryingvalue |  |   | Fairvalue |  
|Short term debt:       |  |               |         |   |           |   |         |               |  |   |           |   |  |   |         | 
|Fixed interest rate    |  | $             | 5,420   |   |           | $ | 5,420   |               |  | $ | 6,558     |   |  | $ | 6,558   | 
|Variable interest rate |  |               | 2,835   |   |           |   | 2,835   |               |  |   | 6,323     |   |  |   | 6,323   | 
|Transaction costs      |  |               | (162    | ) |           |   |        |               |  |   | (295      | ) |  |   |        | 
|Interest payable       |  |               | 9,097   |   |           |   |        |               |  |   | 11,086    |   |  |   |        | 
|                       |  |               |         |   |           |   |         |               |  |   |           |   |  |   |         | 
|                       |  | $             | 17,190  |   |           | $ | 8,255   |               |  | $ | 23,672    |   |  | $ | 12,881  | 
|                       |  |               |         |   |           |   |         |               |  |   |           |   |  |   |         | 
|Long term debt:        |  |               |         |   |           |   |         |               |  |   |           |   |  |   |         | 
|Fixed interest rate    |  | $             | 776,134 |   |           | $ | 776,134 |               |  | $ | 883,906   |   |  | $ | 883,906 | 
|Variable interest rate |  |               | 30,807  |   |           |   | 30,807  |               |  |   | 26,628    |   |  |   | 26,628  | 
|Transaction costs      |  |               | (84,150 | ) |           |   |        |               |  |   | (90,180   | ) |  |   |        | 
|Interest payable       |  |               | 12,520  |   |           |   |        |               |  |   | 16,254    |   |  |   |        | 
|                       |  |               |         |   |           |   |         |               |  |   |           |   |  |   |         | 
|                       |  | $             | 735,311 |   |           | $ | 806,941 |               |  | $ | 836,608   |   |  | $ | 910,534 | 
|                       |  |               |         |   |           |   |         |               |  |   |           |   |  |   |         | 



|13 | Obligations from the sale of receivables:
|-- | -----------------------------------------

Under its factoring program, the Company and certain of its subsidiaries sold present and future accounts receivable to an independent
trust, which in turn issued certificates to investors (Certificates). For accounting purposes, the factoring represented the total amount in US dollars for future services provided to customers according to the factoring.

On September 25, 2006, the Company finalized a Factoring program for US $200 million with Deutsche Bank (the Program). As of
December 31, 2010, the outstanding balance under this Program was US $17.2 million, exclusive of US$6.3 million for the transaction cost and US$0.9 million in interest payable, bearing a fixed interest rate of 12.47% per annum.

This Program contemplated restricted cash to secure any potential payment obligation arising from default. The reserved cash balance as of
December 31, 2010 was US$0.7 million.



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To improve the amortization profile and the Companys financial expenses, negotiations were opened with
Deutsche Bank in mid 2010 to repurchase early the certificates the bank holds. In April 2011, the Company finalized the early repurchase of all the certificates held by Deutsche Bank for a total of US$9.1 million. This amount represents the total
value of the certificates at a price of US$0.91, plus the interests earned an unpaid on the date of the repurchase.

The obligations from the
sale of receivables as of December 31, 2011 and 2010 had performed as follows:



|                                                    |  |      |          |   |      |   |          |  
|--------------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | -
|                                                    |  | 2011 |          |   | 2010 |  
|2006 Series                                         |  | $    | 200,000  |   |      | $ | 200,000  |  
|2006 Series  A Restructuring of certificates  B   |  |      |         |   |      |   | 6,000    |  
|Cumulative payments made                            |  |      | (199,462 | ) |      |   | (188,849 | )
|Remission of debt                                   |  |      | (538     | ) |      |   |         |  
|                                                    |  |      |          |   |      |   |          |  
|                                                    |  |      |         |   |      |   | 17,151   |  
|Interest payable                                    |  |      |         |   |      |   | 924      |  
|Transaction cost                                    |  |      |         |   |      |   | (6,302   | )
|Current portion                                     |  |      |         |   |      |   | (11,223  | )
|                                                    |  |      |          |   |      |   |          |  
|Obligations from the sale of receivables, long term |  | $    |         |   |      | $ | 550      |  
|                                                    |  |      |          |   |      |   |          |  

The maturities of the obligations from the sale of receivables as of December 31, 2009 and 2010 are summarized as
follows (carrying value amounts):



|                    |  |      |        | 
|------------------- |  | ---- | ------ | 
|                    |  | 2010 |       
|Maturity            |  |      |        | 
|2011                |  | $    | 10,299 | 
|2012                |  |      | 1,450  | 
|2013                |  |      | 2,434  | 
|2014 and thereafter |  |      | 2,968  | 
|                    |  |      |        | 
|                    |  | $    | 17,151 | 
|                    |  |      |        | 

Covenants-

The agreements related to the abovementioned loans contemplated certain covenants including the observance of certain financial ratios and restrictions on dividend payments and sale of assets. Grupo TMM
and its subsidiaries had fulfilled these Covenants at December 31, 2010.



|14 | Trust certificates program:
|-- | ---------------------------

First tranche -

On
July 19, 2007, the Company released its First Tranche for the approximate amount of US$215.1 million ($3.000 billion Mexican pesos) in Trust Certificates under the Trust Certificate Program for up to approximately US$645.3 million ($9.00
billion Mexican pesos) (the Program) established by the Company.



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The Trust Certificates corresponding to the First Tranche originally had a 20 year term and an AA (mex)
initial credit rating issued by Fitch de Mexico, S.A. de C.V. In November 2009, after reviewing the performance of this First Tranche and also the adverse market conditions and the delay on adding all the vessels to the Program, HR Ratings de
México, S.A. de C.V. gave its credit rating of HR AA  with stable outlook. On a subsequent review, in May 2010 HR Ratings de México, S.A. de C.V. confirmed its rating HR AA with stable outlook.

The proceeds from this First Tranche were used for the prepayment of various bank loans for US$153.1 million (approximately $2.1354 billion pesos)
including capital, interest, and prepayment expenses, and also payment of expenses and commissions related to this First Tranche, and the creation of cash reserves.

Interests on the First Tranche were payable semi-annually on December 15 and June 15 of the corresponding year, having contracted a hedging derivative financial instrument (interest rate CAP)
which allowed for the trusts maximum payable rate to be 11.50% per annum during the first 4 years of this First Tranches maturity.

The First Tranche represented the total amount in US dollars for future services to be provided to the Contracting Parties, according to the terms of the Trust Certificate Program. This First Tranche
observed a cash restriction in order to secure certain operating obligations and potential payment obligations in the event of default.

Second tranche -

On April 30,
2008, a Second Tranche was released for approximately US$111.1 million ($1.550 billion pesos) in Trust Certificates, under cover of the Program, just as the First Tranche. The Trust Certificates corresponding to the Second Tranche originally had a
term of 20 years and an AA (mex) initial credit rating issued by Fitch de México, S.A. de C.V. In November 2009, after reviewing the performance of this First Tranche and also the adverse market conditions and the delay on adding all the
vessels to the program, HR Ratings de México, S.A. de C.V. gave its credit rating of HR A+ with stable outlook. On a subsequent review, in May 2010 HR Ratings de México, S.A. de C.V. gave its rating HR A + with positive outlook.

The proceeds from this Second Tranche were used for the prepayment of various bank loans, the funding of reserves for the acquisition of
vessels, the payment of expenses and commissions related to the Second Tranche, and the creation of cash reserves.

Interests on this Second
Tranche were payable semi-annually on September 15 and March 15 of each year, commencing March 15, 2009, having contracted a hedging derivative financial instrument (interest rate CAP) which allowed for the trusts maximum
payable rate to be 11.50% per annum during the first 3 years.

The Second Tranche represented the total amount in US dollars for future
services to be provided to the Contracting Parties, according to the terms of the Trust Certificate program. This Second Tranche, as with the previous, observed a cash restriction in order to secure certain operating obligations and potential
payment obligations in the event of default.



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Third tranche -

On July 1, 2008, a Third Tranche was released for approximately US$314.7 million ($4.390 billion pesos) in Trust Certificates, under cover of the Program, just as the First and Second Tranches. The
Trust Certificates corresponding to the Third Tranche originally had a term of 20 years and an AA (mex) initial credit rating issued by Fitch de México, S.A. de C.V. In November 2009, after reviewing the performance of this First Tranche and
also the adverse market conditions and the delay on adding all the vessels to the program, HR de México, S.A. de C.V. gave its credit rating of HR A- with stable Outlook. On a subsequent revision, in May 2010 HR Ratings de México, S.A.
de C.V. gave its rating HR A- with positive outlook.

The proceeds from this Third Tranche were used to fund reserves for the acquisition of
vessels, payment of expenses and commissions related to the Third Tranche, and the creation of cash reserves.

Interests on this Third Tranche
were payable semi-annually on June 15 and December 15 of each year, commencing June 15, 2009, having contracted a hedging derivative financial instrument (interest rate CAP) which allowed for the trusts maximum payable rate to
be 11.50% per annum during the first 3 years of the Third Tranches maturity.

The Third Tranche represents the total amount in US
dollars for future services to be provided to the Contracting Parties, according to the terms of the Trust Certificate program. This Third Tranche, just as the previous, observed a cash restriction in order to secure certain operating obligations
and potential payment obligations in the event of default.

Fourth consolidated tranche -

On July 29, 2010, a Fourth Tranche was released for approximately US$752.8 million ($10.500 billion pesos). This Fourth Tranche consolidates the
three previous tranches into one. The Trust Certificates corresponding to the Fourth Tranche bear a term of 20 years and have an initial credit rating of HR AA with stable outlook given by HR Ratings de México, S.A. de C.V. on July 23,
2010. On September 19, 2011, following the first annual performance review of this Fourth Tranche, HR Ratings de México, S.A. de C.V. confirmed its rating of HR AA with stable outlook.

The proceeds from this Fourth tranche were used to repurchase the three previous tranches in full, the early prepayment of various bank loans, payment of
expenses and commissions related to the Fourth Tranche, and the creation of cash reserves.

Interests on this Fourth Tranche are payable
semi-annually on February 15 and August 15 of each year, commencing February 15, 2011, having already contracted a hedging derivative financial instrument (interest rate CAP) which allows for the Trusts maximum payable rate to
be 10.80% per annum during the first 3 years of this Fourth Tranches maturity.

The Fourth Tranche represents the total amount in
US dollars for future services to be provided to the Contracting Parties, according to the terms of the Trust Certificate program. This Fourth Tranche, as with the previous, observes a cash restriction in order to secure certain operating
obligations and potential payment obligations in the event of default. The restricted cash balance as of December 31, 2011 and 2010 is approximately US$40.7 million ($567.7 million pesos) and approximately US$52.4 million ($730.8 million
pesos), respectively.



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##### Table of Contents

The outstanding balance under this Fourth Tranche as of December 31, 2011 was approximately US $744.7
million ($10.3865 billion pesos) at an interest rate of 7.31% per annum.

The interest expense for the trust certificates was US$62.4
million (approximately $870.3 million pesos) and US$56.9 million (approximately $793.6 million pesos) for the years ended December 31, 2011 and 2010, respectively.

The Trust Certificates as of December 31, 2011 and 2010 are summarized as follows:



|                              |  |      |         |   |      |   |         |  
|----------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                              |  | 2011 |         |   | 2010 |  
|Fourth Tranche, consolidated  |  | $    | 744,681 |   |      | $ | 848,026 |  
|Interests payable             |  |      | 12,520  |   |      |   | 16,254  |  
|Transaction costs             |  |      | (81,268 | ) |      |   | (88,744 | )
|                              |  |      |         |   |      |   |         |  
|Trust Certificates, long term |  | $    | 675,933 |   |      | $ | 775,536 |  
|                              |  |      |         |   |      |   |         |  

Payments made during 2011 amounted to approximately US $8.137 million ($113.495 million pesos).

The exchange rate as of December 31, 2011 and 2010 was 13.9476 and 12.3817, resulting in the balance being reduced by US$94.178 million.



|15 | Balances and transactions with related parties:
|-- | -----------------------------------------------

The balances and transactions with related parties as of December 31, 2011 and 2010 are summarized as follows:



|                         |  |      |     |  |      |   |     | 
|------------------------ |  | ---- | --- |  | ---- | - | --- | 
|                         |  | 2011 |     |  | 2010 |  
|Accounts receivable:     |  |      |     |  |      |   |     | 
|SSA México, S.A. de C.V. |  | $    |    |  |      | $ | 408 | 
|                         |  |      |     |  |      |   |     | 
|                         |  | $    |    |  |      | $ | 408 | 
|                         |  |      |     |  |      |   |     | 
|Accounts payable:        |  |      |     |  |      |   |     | 
|SSA México, S.A. de C.V. |  | $    | 876 |  |      | $ |    | 
|                         |  |      |     |  |      |   |     | 
|                         |  | $    | 876 |  |      | $ |    | 
|                         |  |      |     |  |      |   |     | 

SSA México, S.A. de C.V., is a Company with which Grupo TMM, S.A.B. and Administración Portuaria Integral
de Acapulco, S.A. de C.V. conduct leasing operations, consulting, and interests.



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The most relevant transactions with related parties as of December 31, 2011, 2010 and 2009, are
summarized as follows:



|                        |  |      |     |  |      |   |       |      |  |   |       | 
|----------------------- |  | ---- | --- |  | ---- | - | ----- | ---- |  | - | ----- | 
|                        |  | 2011 |     |  | 2010 |   |       | 2009 | 
|Income:                 |  |      |     |  |      |   |       |      |  |   |       | 
|Management fees (1)     |  | $    |    |  |      | $ | 739   |      |  | $ | 666   | 
|Leases (2)              |  |      | 76  |  |      |   | 61    |      |  |   | 34    | 
|Interests (3)           |  |      | 196 |  |      |   | 294   |      |  |   | 294   | 
|Expenses:               |  |      |     |  |      |   |       |      |  |   |       | 
|Management expenses (4) |  | $    |    |  |      | $ | 1,628 |      |  | $ | 2,693 | 
|Other expenses (5)      |  |      | 205 |  |      |   | 309   |      |  |   | 309   | 
|Fees (6)                |  |      |    |  |      |   | 107   |      |  |   | 116   | 



|(1) | Includes management consulting fees billed by Servicios Corporativos TMM, S.A. de C.V. and Servicios Directivos Sedise, S.AP.I. de C.V. provided to Seglo, S.A. de C.V.,
for $24 and $91 for the years ended December 31, 2010 and 2009, respectively. In addition, Seglo Operaciones Logísticas, S.A. de C.V. provided services to Seglo, S.A. de C.V., for $715 and $575 in 2010 and 2009, respectively.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Grupo TMM, S.A.B. leasing with SSA México, S.A. de C.V.
|--- | -------------------------------------------------------

|(3) | Administración Portuaria Integral de Acapulco, S.A. de C.V. interests with SSA México, S.A. de C.V.
|--- | ---------------------------------------------------------------------------------------------------

|(4) | Management consulting and trade commission between Seglo, S.A. and Seglo Operaciones Logísticas, S.A. de C.V., in addition to management consulting on recovery
of Grupo TMM, S.A.B. expenses from Comercializadora y Distribuidora Milgret, S.A.P.I. de C.V.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Management consulting that SSA México, S.A. de C.V. billed to Administración Portuaria Integral de Acapulco, S.A. de C.V.
|--- | -------------------------------------------------------------------------------------------------------------------------

|(6) | Trade commission that Seglo, S.A. billed to Seglo Operaciones Logísticas, S.A. de C.V.
|--- | --------------------------------------------------------------------------------------

Operations involving executive personnel for the years ended December 31, 2011, 2010 and 2009, include the following expenses:



|                             |  |      |       |  |      |   |       |      |  |   |       | 
|---------------------------- |  | ---- | ----- |  | ---- | - | ----- | ---- |  | - | ----- | 
|                             |  | 2011 |       |  | 2010 |   |       | 2009 | 
|Short term employee benefits |  |      |       |  |      |   |       |      |  |   |       | 
|Salaries                     |  | $    | 4,880 |  |      | $ | 5,339 |      |  | $ | 4,445 | 
|Social security costs        |  |      | 147   |  |      |   | 102   |      |  |   | 82    | 
|                             |  |      |       |  |      |   |       |      |  |   |       | 
|                             |  | $    | 5,027 |  |      | $ | 5,441 |      |  | $ | 4,527 | 
|                             |  |      |       |  |      |   |       |      |  |   |       | 



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|16 | Accounts payable and accrued expenses:
|-- | --------------------------------------

Accounts payable and accrued expenses as of December 2011 and 2010 are analyzed as follows:



|                   |  |      |        |  |      |   |        | 
|------------------ |  | ---- | ------ |  | ---- | - | ------ | 
|                   |  | 2011 |        |  | 2010 |  
|Taxes payable      |  | $    | 6,960  |  |      | $ | 9,258  | 
|General expenses   |  |      | 31,417 |  |      |   | 25,747 | 
|Operating expenses |  |      | 7,066  |  |      |   | 5,454  | 
|Salaries and wages |  |      | 3,315  |  |      |   | 3,554  | 
|Purchased services |  |      | 3,466  |  |      |   | 2,601  | 
|Other              |  |      | 748    |  |      |   | 374    | 
|                   |  |      |        |  |      |   |        | 
|                   |  | $    | 52,972 |  |      | $ | 46,988 | 
|                   |  |      |        |  |      |   |        | 



|17 | Stockholder equity:
|-- | -------------------

Capital stock-

As of
December 31, 2011, the Companys capital stock totals $155,577 (Ps1,202,624) and is comprised of 102,182,841 shares outstanding, registered, without par value, and with voting rights, which may be held by persons of companies of Mexican
nationality or Mexican companies that include in their bylaws the exclusion of foreigners clause. Foreigners may acquire shares under the figure of American Depositary Shares.

In January 2011, the Company sold 188, 200 repurchased shares.

In May 2010, the Company
repurchased 29,800 shares.

Under the resolution adopted at the Extraordinary General Stockholders Meeting held December 15,
2009, authorized by the Comisión Nacional Bancaria y de Valores(Mexican Securities and Exchange Commission), and to culminate the restructuring of the Grupo TMM factoring program, VEX (company formed for this purpose and
related to Grupo TMM) subscribed $41,182 at a price of $0.88 per share (equal to US $4.4 for ADR) represented by 46,797,404 common, registered shares, without par value, paying the abovementioned subscription price, through the capitalization of the
Grupo TMM liability. The subscription price was 10% higher than the ADR close price on January 5, 2010.

Dividends-

Dividends paid that are charged to previously taxed accumulated earnings are not subject to income tax. Dividends paid in excess of the
net tax profit account (CUFIN) are taxed at 42.86% when paid. The tax is payable by the Company and may be credited against its income tax in the same year or the following two years.

The crediting under the terms of Article 11 of the Income Tax Law is also applicable against instalment payments and not only against the tax assessed at year close (taxable income).

In the event of a capital reduction, any excess of stockholder equity over capital contributions will be treated as dividends, in accordance with the
provisions of the Income Tax Law.



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On April 29, 2011, the Ordinary General Stockholders Meeting decided to amend the resolution
adopted April 24, 1997, to revoke the dividend decreed on that date, releasing the Company from the payment of same. As a result, the liability recorded for this item was cancelled.

Capital premium -

This premium was the result of an issuance of convertible obligations in
2002 that were settled the following year.



|18 | Other expenses, net:
|-- | --------------------

Other expenses as of December 31, 2011, 2010 and 2009 are summarized as follows:



|                                                                  |  |      |         |   |      |   |        |      |  |   |        |  
|----------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                                                  |  | 2011 |         |   | 2010 |   |        | 2009 | 
|Goodwill impairment (See Notes 11 and 24b V)                      |  | $    | (10,425 | ) |      | $ |       |      |  | $ | (3,485 | )
|Reserve for prepayment and arbitration expenses (See Note 24b IV) |  |      | (6,728  | ) |      |   | (232   | )    |  |   |       |  
|Cancellation of ferriage                                          |  |      | (2,292  | ) |      |   |       |      |  |   |       |  
|Amortization of non-competition rights                            |  |      | (2,060  | ) |      |   | (2,060 | )    |  |   | (2,060 | )
|Provision for consulting payments                                 |  |      | (358    | ) |      |   | (309   | )    |  |   | (309   | )
|Other  Net                                                       |  |      | (254    | ) |      |   | 33     |      |  |   | (199   | )
|Proceeds from the sale of subsidiaries                            |  |      | (206    | ) |      |   | (2,582 | )    |  |   |       |  
|Cancellation provision for tax on dividends                       |  |      | 4,385   |   |      |   |       |      |  |   |       |  
|Taxes recovered, net of expenses incurred                         |  |      | 3,000   |   |      |   |       |      |  |   | 1,480  |  
|Proceeds from the sale of fixed assets                            |  |      | 834     |   |      |   | 4      |      |  |   |       |  
|Excess on equipment leasing                                       |  |      |        |   |      |   |       |      |  |   | (1,172 | )
|                                                                  |  |      |         |   |      |   |        |      |  |   |        |  
|                                                                  |  | $    | (14,104 | ) |      | $ | (5,146 | )    |  | $ | (5,745 | )
|                                                                  |  |      |         |   |      |   |        |      |  |   |        |  



|19 | Gain (loss) on exchange, net:
|-- | -----------------------------

The gain (loss) on exchange included in the consolidated statement of operations for the years ended December 31, 2011, 2010 and
2009 is due to the significant depreciation/appreciation of the peso against the dollar, where a large portion of the debt is denominated in pesos, represented by the issuance of the trust certificates (see note 14). An analysis of the exchange gain
or (loss)  net, for the years 2011, 2010 and 2009 follows:



|                                            |  |      |        |   |      |   |         |      |  |   |         |  
|------------------------------------------- |  | ---- | ------ | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                            |  | 2011 |        |   | 2010 |   |         | 2009 | 
|Cash and cash equivalents                   |  | $    | (342   | ) |      | $ | 88      |      |  | $ | 1,540   |  
|Short term investments                      |  |      | (5,502 | ) |      |   | 4,416   |      |  |   | 5,053   |  
|Accounts receivable                         |  |      | (1,523 | ) |      |   | 1,044   |      |  |   | 622     |  
|Other accounts receivable                   |  |      | (4,491 | ) |      |   | 1,486   |      |  |   | 436     |  
|Prepaid expenses                            |  |      | (273   | ) |      |   | 389     |      |  |   | 311     |  
|Suppliers                                   |  |      | 816    |   |      |   | (884    | )    |  |   | (560    | )
|Accounts payable and accrued expenses       |  |      | 6,790  |   |      |   | (3,321  | )    |  |   | (3,325  | )
|Debt                                        |  |      | 97,564 |   |      |   | (41,479 | )    |  |   | (39,184 | )
|Assets and liabilities denominated in pesos |  |      | 662    |   |      |   | 143     |      |  |   | 4,394   |  
|                                            |  |      |        |   |      |   |         |      |  |   |         |  
|Gain (loss) on exchange, net                |  | $    | 93,701 |   |      | $ | (38,118 | )    |  | $ | (30,713 | )
|                                            |  |      |        |   |      |   |         |      |  |   |         |  



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|20 | Income tax, tax losses carry forwards and corporate flat tax:
|-- | -------------------------------------------------------------

Income Tax-

The
parent company has been authorized by the Mexican tax authorities to determine its consolidated taxable income jointly with its controlled companies.

Consolidated tax losses were incurred for the years ended December 31, 2011 and 2010 in the approximate amount of US$28.185 million ($393.119 million pesos) and US$37.796 million ($527.165 million
pesos), respectively.

The difference between taxable and book income is due primarily to the gain or loss on inflation recognized for tax
purposes, the difference between tax and book amortization and depreciation, as well as certain temporary differences reported in different periods for financial and tax purposes, and non-deductible expenses.

The provision for income tax recognized in the statement of operations for the years ended December 31, 2011, 2010 and 2009 is detailed as follows:



|                           |  |      |        |   |      |   |      |      |  |   |        |  
|-------------------------- |  | ---- | ------ | - | ---- | - | ---- | ---- |  | - | ------ | -
|                           |  | 2011 |        |   | 2010 |   |      | 2009 | 
|Income tax determined      |  | $    | (646   | ) |      | $ | (678 | )    |  | $ | (443   | )
|Corporate flat tax         |  |      | (2,658 | ) |      |   | (141 | )    |  |   | (644   | )
|                           |  |      |        |   |      |   |      |      |  |   |        |  
|Provision for income taxes |  | $    | (3,304 | ) |      | $ | (819 | )    |  | $ | (1,087 | )
|                           |  |      |        |   |      |   |      |      |  |   |        |  

The reconciliation between the provision for income tax based on the statutory income tax rate and the provision recorded
by the Company as of December 31, 2011, 2010 and 2009 is as follows:



|                                                                                   |  |      |         |   |      |   |         |      |  |   |         |  
|---------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                   |  | 2011 |         |   | 2010 |   |         | 2009 | 
|Income (loss) before taxes                                                         |  | $    | 19,526  |   |      | $ | (78,097 | )    |  | $ | (94,583 | )
|                                                                                   |  |      |         |   |      |   |         |      |  |   |         |  
|Income tax                                                                         |  |      | (5,858  | ) |      |   | 23,429  |      |  |   | 26,483  |  
|(Decrease) increase from:                                                          |  |      |         |   |      |   |         |      |  |   |         |  
|Difference in depreciation and amortization                                        |  |      | (10,393 | ) |      |   | (12,017 | )    |  |   | 2,896   |  
|Revaluation surplus                                                                |  |      | (81     | ) |      |   | 29,311  |      |  |   |        |  
|Income recognized in advance                                                       |  |      | (17,448 | ) |      |   | (17,808 | )    |  |   | (13,114 | )
|Inventories                                                                        |  |      | (471    | ) |      |   | (1,278  | )    |  |   | 1,333   |  
|Inflationary and currency exchange effects on monetary assets and liabilities, net |  |      | (11,186 | ) |      |   | (260    | )    |  |   | (6,561  | )
|Effects related to the peso/dollar exchange in tax loss carry forwards, net        |  |      | 11,467  |   |      |   | 28,335  |      |  |   | 12,282  |  
|Provisions and allowance for doubtful accounts                                     |  |      | 940     |   |      |   | (39     | )    |  |   | (1,718  | )
|Sale of assets                                                                     |  |      | (267    | ) |      |   | (466    | )    |  |   | (2,886  | )
|Valuation allowance for tax losses                                                 |  |      | 31,212  |   |      |   | (47,385 | )    |  |   | (16,536 | )
|Non-taxable revenue                                                                |  |      | 5       |   |      |   | 7       |      |  |   | 502     |  
|Sale of shares                                                                     |  |      | (66     | ) |      |   | (872    | )    |  |   | (100    | )
|Non-deductible expenses                                                            |  |      | (1,158  | ) |      |   | (1,961  | )    |  |   | (3,666  | )
|Other, net                                                                         |  |      |        |   |      |   | 185     |      |  |   | (2      | )
|                                                                                   |  |      |         |   |      |   |         |      |  |   |         |  
|Provision for income tax                                                           |  | $    | (3,304  | ) |      | $ | (819    | )    |  | $ | (1,087  | )
|                                                                                   |  |      |         |   |      |   |         |      |  |   |         |  



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Under the terms of the Income Tax Law, in 2009 the generate rate was 28%, from 2010 to 2012 the general rate
will be 30%, and in 2013 the general rate will be 29%.

The components of deferred tax assets and (liabilities) for the years ended
December 31, 2011, 2010 and 2009 are comprised as follows:



|                                                         |  |      |          |   |      |   |          |      |  |   |         |  
|-------------------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | ---- |  | - | ------- | -
|                                                         |  | 2011 |          |   | 2010 |   |          | 2009 | 
|Tax loss carry forwards                                  |  | $    | 191,232  |   |      | $ | 198,486  |      |  | $ | 154,767 |  
|Valuation allowance for tax losses                       |  |      | (41,366  | ) |      |   | (72,578  | )    |  |   | (25,193 | )
|                                                         |  |      |          |   |      |   |          |      |  |   |         |  
|                                                         |  |      | 149,866  |   |      |   | 125,908  |      |  |   | 129,574 |  
|Inventories and provisions  Net                         |  |      | 10,428   |   |      |   | 6,978    |      |  |   | 6,872   |  
|Income recognized in advance                             |  |      | 21,276   |   |      |   | 37,987   |      |  |   | 51,085  |  
|Concession rights and property, machinery, and equipment |  |      | (113,987 | ) |      |   | (103,381 | )    |  |   | (90,257 | )
|                                                         |  |      |          |   |      |   |          |      |  |   |         |  
|Total deferred tax assets                                |  | $    | 67,583   |   |      | $ | 67,492   |      |  | $ | 97,274  |  
|                                                         |  |      |          |   |      |   |          |      |  |   |         |  

The Company has recognized a deferred tax asset related to its tax loss carry forwards as well as its subsidiaries and
other items after evaluating the reversal of existing taxable temporary differences. To the extent that the balance of the deferred tax asset exceeds the existing temporary differences, Management has evaluated the recoverability of such amounts by
estimating future taxable profits in the foreseeable future which extend from 2012 through 2021. The tax profits include estimates of profitability and macroeconomic assumptions which are based on Managements best judgment (see Note 4).

Corporate flat tax -

The
Corporate Flat Tax (impuesto Empresarial a Tasa Única (IETU))for the period is calculated by applying a rate of 17.5 to the amount resulting from reducing the total revenues received from the activities to which this tax
applies by the authorized deductions, provided the former are greater than the latter, and with the understanding that for such purposes both revenues and deductions are contemplated when these have been either collected or paid. The so-called
IETU credits are reduced from the above income, as provided for in currently enacted legislation.

IETU credits are amounts that
can be reduced from this tax, which include, among other things, greater deductions of revenues from previous years, credits for salaries, social security contributions, and deductions of some assets such as inventories and fixed assets during the
transition period from the IETU entering into effect.

The IETU is a tax that co-exists with Income Tax (ISR), and it is
subject to the following:



| | a | If the IETU exceeds the Income Tax for the same period, the Company will pay IETUon the portion exceeding the income tax. Pursuant to the foregoing, the
Company will reduce Income Tax paid in the same period from the IETU for the period.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b | If the IETU is less than the Income Tax for the same period, the Company will not pay IETU for the period.
| | - | ----------------------------------------------------------------------------------------------------------



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##### Table of Contents

| | c | If the IETUbase is negative due to deductions that exceed taxable income, there will be no IETUdue. In addition, the amount of that base multiplied by
the IETUrate results in an IETUcredit that can be offset against the IETUfor subsequent periods.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During
the year ended December 31, 2011, the Company determined an IETUbase of $3,212 ($44,799 pesos and a tax of $7,839 pesos), applying the credit from the higher deductions on past income to which the Company is entitled under the terms of
Article 11 of the IETULaw.

Tax loss carries forwards -

As of December 31, 2011, the tax consolidating group headed by Grupo TMM, as parent company, had tax loss carry forwards, shown as follows, which may be restated by inflation, under Mexican
legislation.



|                                    |  |                                           |         |  |                   |     
|----------------------------------- |  | ----------------------------------------- | ------- |  | ----------------- | ----
|Year in which the loss was incurred |  | Inflation restatedamounts up to June 2011 |         |  | Year ofexpiration
|2005                                |  | $                                         | 21,328  |  |                   | 2015
|2006                                |  |                                           | 46,356  |  |                   | 2016
|2007                                |  |                                           | 9,490   |  |                   | 2017
|2009                                |  |                                           | 52,388  |  |                   | 2019
|2010                                |  |                                           | 38,944  |  |                   | 2020
|2011                                |  |                                           | 29,034  |  |                   | 2021
|                                    |  |                                           |         |  |                   |     
|                                    |  | $                                         | 197,540 |  |                   |     
|                                    |  |                                           |         |  |                   |     



|21 | Financial information by segment:
|-- | ---------------------------------

The Company operates in the following segments: specialized maritime transportation, land transportation and logistics, operation of
ports and terminals, and related services. Specialized maritime transportation (Maritime Transportation Division) operations include the transportation of liquid petroleum and petrochemical products in bulk, materials and supplies for
drilling platforms, as well as tugboat services. Land transportation and logistics (Logistics Division) includes dedicated truck services, warehousing, and logistics solutions. Port operations (Ports and Terminal Division)
include terminal service and agency activities.

There have been no changes in the measuring methods used to calculate the earnings reported
for each segment.



F-41



---

##### Table of Contents

The information for each operating segment is as follows:



|                                                                         |  |                             |         |   |                   |   |         |                            |  |   |                                              |   |  |                   |          |   |  |   |           |  
|------------------------------------------------------------------------ |  | --------------------------- | ------- | - | ----------------- | - | ------- | -------------------------- |  | - | -------------------------------------------- | - |  | ----------------- | -------- | - |  | - | --------- | -
|December 31, 2011                                                        |  | Specializedmaritimedivision |         |   | Logisticsdivision |   |         | Ports andterminalsdivision |  |   | Eliminationbetweensegments andsharedaccounts |   |  | Totalconsolidated |         
|Transportation revenues                                                  |  | $                           | 171,670 |   |                   | $ | 83,773  |                            |  | $ | 9,954                                        |   |  | $                 | 3,758    |   |  | $ | 269,155   |  
|Costs and expenses                                                       |  |                             | (90,041 | ) |                   |   | (81,878 | )                          |  |   | (6,804                                       | ) |  |                   | (18,762  | ) |  |   | (197,485  | )
|Depreciation and amortization                                            |  |                             | (39,875 | ) |                   |   | (9,721  | )                          |  |   | (914                                         | ) |  |                   | (1,031   | ) |  |   | (51,541   | )
|                                                                         |  |                             |         |   |                   |   |         |                            |  |   |                                              |   |  |                   |          |   |  |   |           |  
|Earnings from transportation                                             |  | $                           | 41,754  |   |                   | $ | (7,826  | )                          |  | $ | 2,236                                        |   |  | $                 | (16,035  | ) |  | $ | 20,129    |  
|                                                                         |  |                             |         |   |                   |   |         |                            |  |   |                                              |   |  |                   |          |   |  |   |           |  
|Costs, expenses, and revenues not allocated                              |  |                             |         |   |                   |   |         |                            |  |   |                                              |   |  |                   |          |   |  |   | (4,916    | )
|                                                                         |  |                             |         |   |                   |   |         |                            |  |   |                                              |   |  |                   |          |   |  |   |           |  
|Net earnings for the year attributable to Grupo TMM, S.A.B. stockholders |  |                             |         |   |                   |   |         |                            |  |   |                                              |   |  |                   |          |   |  |   | 15,213    |  
|                                                                         |  |                             |         |   |                   |   |         |                            |  |   |                                              |   |  |                   |          |   |  |   |           |  
|Total assets by segment                                                  |  | $                           | 909,048 |   |                   | $ | 62,975  |                            |  | $ | 146,299                                      |   |  | $                 |         |   |  | $ | 1,118,322 |  
|Shared assets                                                            |  |                             |         |   |                   |   |         |                            |  |   |                                              |   |  |                   | (166,258 | ) |  |   | (166,258  | )
|                                                                         |  |                             |         |   |                   |   |         |                            |  |   |                                              |   |  |                   |          |   |  |   |           |  
|Total assets                                                             |  | $                           | 909,048 |   |                   | $ | 62,975  |                            |  | $ | 146,299                                      |   |  | $                 | (166,258 | ) |  | $ | 952,064   |  
|                                                                         |  |                             |         |   |                   |   |         |                            |  |   |                                              |   |  |                   |          |   |  |   |           |  
|Total liabilities by segment                                             |  | $                           | 767,607 |   |                   | $ | 114,968 |                            |  | $ | 69,597                                       |   |  | $                 |         |   |  | $ | 952,172   |  
|Shared liabilities                                                       |  |                             |         |   |                   |   |         |                            |  |   |                                              |   |  |                   | (108,520 | ) |  |   | (108,520  | )
|                                                                         |  |                             |         |   |                   |   |         |                            |  |   |                                              |   |  |                   |          |   |  |   |           |  
|Total liabilities                                                        |  | $                           | 767,607 |   |                   | $ | 114,968 |                            |  | $ | 69,597                                       |   |  | $                 | (108,520 | ) |  | $ | 843,652   |  
|                                                                         |  |                             |         |   |                   |   |         |                            |  |   |                                              |   |  |                   |          |   |  |   |           |  
|Total capital expenditures by segment                                    |  | $                           | 9,357   |   |                   | $ | 482     |                            |  | $ | 5,114                                        |   |  | $                 |         |   |  | $ | 14,953    |  
|Shared capital expenditures                                              |  |                             |         |   |                   |   |         |                            |  |   |                                              |   |  |                   | 423      |   |  |   | 423       |  
|                                                                         |  |                             |         |   |                   |   |         |                            |  |   |                                              |   |  |                   |          |   |  |   |           |  
|Total capital expenditures                                               |  | $                           | 9,357   |   |                   | $ | 482     |                            |  | $ | 5,114                                        |   |  | $                 | 423      |   |  | $ | 15,376    |  
|                                                                         |  |                             |         |   |                   |   |         |                            |  |   |                                              |   |  |                   |          |   |  |   |           |  



|                                                                         |  |                             |          |   |                   |   |         |                            |  |   |                                              |   |  |                   |         |   |  |   |           |  
|------------------------------------------------------------------------ |  | --------------------------- | -------- | - | ----------------- | - | ------- | -------------------------- |  | - | -------------------------------------------- | - |  | ----------------- | ------- | - |  | - | --------- | -
|December 31, 2010                                                        |  | Specializedmaritimedivision |          |   | Logisticsdivision |   |         | Ports andterminalsdivision |  |   | Eliminationbetweensegments andsharedaccounts |   |  | Totalconsolidated |        
|Transportation revenues                                                  |  | $                           | 200,570  |   |                   | $ | 89,619  |                            |  | $ | 10,305                                       |   |  | $                 | 4,904   |   |  | $ | 305,398   |  
|Costs and expenses                                                       |  |                             | (100,181 | ) |                   |   | (88,185 | )                          |  |   | (5,624                                       | ) |  |                   | (18,831 | ) |  |   | (212,821  | )
|Depreciation and amortization                                            |  |                             | (40,578  | ) |                   |   | (14,940 | )                          |  |   | (1,028                                       | ) |  |                   | (848    | ) |  |   | (57,394   | )
|                                                                         |  |                             |          |   |                   |   |         |                            |  |   |                                              |   |  |                   |         |   |  |   |           |  
|Earnings from transportation                                             |  | $                           | 59,811   |   |                   | $ | (13,506 | )                          |  | $ | 3,653                                        |   |  | $                 | (14,775 | ) |  | $ | 35,183    |  
|                                                                         |  |                             |          |   |                   |   |         |                            |  |   |                                              |   |  |                   |         |   |  |   |           |  
|Costs, expenses, and revenues not allocated                              |  |                             |          |   |                   |   |         |                            |  |   |                                              |   |  |                   |         |   |  |   | (115,746  | )
|                                                                         |  |                             |          |   |                   |   |         |                            |  |   |                                              |   |  |                   |         |   |  |   |           |  
|Net earnings for the year attributable to Grupo TMM, S.A.B. stockholders |  |                             |          |   |                   |   |         |                            |  |   |                                              |   |  |                   |         |   |  | $ | (80,563   | )
|                                                                         |  |                             |          |   |                   |   |         |                            |  |   |                                              |   |  |                   |         |   |  |   |           |  
|Total assets by segment                                                  |  | $                           | 858,808  |   |                   | $ | 123,213 |                            |  | $ | 113,315                                      |   |  | $                 |        |   |  | $ | 1,095,336 |  
|Shared assets                                                            |  |                             |          |   |                   |   |         |                            |  |   |                                              |   |  |                   | (19,474 | ) |  |   | (19,474   | )
|                                                                         |  |                             |          |   |                   |   |         |                            |  |   |                                              |   |  |                   |         |   |  |   |           |  
|Total assets                                                             |  | $                           | 858,808  |   |                   | $ | 123,213 |                            |  | $ | 113,315                                      |   |  | $                 | (19,474 | ) |  | $ | 1,075,862 |  
|                                                                         |  |                             |          |   |                   |   |         |                            |  |   |                                              |   |  |                   |         |   |  |   |           |  
|Total liabilities by segment                                             |  | $                           | 884,713  |   |                   | $ | 138,632 |                            |  | $ | 36,472                                       |   |  | $                 |        |   |  | $ | 1,059,817 |  
|Shared liabilities                                                       |  |                             |          |   |                   |   |         |                            |  |   |                                              |   |  |                   | (88,825 | ) |  |   | (88,825   | )
|                                                                         |  |                             |          |   |                   |   |         |                            |  |   |                                              |   |  |                   |         |   |  |   |           |  
|Total liabilities                                                        |  | $                           | 884,713  |   |                   | $ | 138,632 |                            |  | $ | 36,472                                       |   |  | $                 | (88,825 | ) |  | $ | 970,992   |  
|                                                                         |  |                             |          |   |                   |   |         |                            |  |   |                                              |   |  |                   |         |   |  |   |           |  
|Total capital expenditures by segment                                    |  | $                           | 14,679   |   |                   | $ | 5,508   |                            |  | $ | 2,484                                        |   |  | $                 |        |   |  | $ | 22,671    |  
|Shared capital expenditures                                              |  |                             |          |   |                   |   |         |                            |  |   |                                              |   |  |                   | 9,452   |   |  |   | 9,452     |  
|                                                                         |  |                             |          |   |                   |   |         |                            |  |   |                                              |   |  |                   |         |   |  |   |           |  
|Total capital expenditures                                               |  | $                           | 14,679   |   |                   | $ | 5,508   |                            |  | $ | 2,484                                        |   |  | $                 | 9,452   |   |  | $ | 32,123    |  
|                                                                         |  |                             |          |   |                   |   |         |                            |  |   |                                              |   |  |                   |         |   |  |   |           |  



F-42



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##### Table of Contents

|                                                                         |  |                             |          |   |                   |   |          |                            |  |   |                                              |   |  |                   |         |   |  |   |           |  
|------------------------------------------------------------------------ |  | --------------------------- | -------- | - | ----------------- | - | -------- | -------------------------- |  | - | -------------------------------------------- | - |  | ----------------- | ------- | - |  | - | --------- | -
|December 31, 2009                                                        |  | Specializedmaritimedivision |          |   | Logisticsdivision |   |          | Ports andterminalsdivision |  |   | Eliminationbetweensegments andsharedaccounts |   |  | Totalconsolidated |        
|Transportation revenues                                                  |  | $                           | 199,646  |   |                   | $ | 95,417   |                            |  | $ | 6,568                                        |   |  | $                 | 6,763   |   |  | $ | 308,394   |  
|Costs and expenses                                                       |  |                             | (109,741 | ) |                   |   | (100,806 | )                          |  |   | (4,129                                       | ) |  |                   | (21,709 | ) |  |   | (236,385  | )
|Depreciation and amortization                                            |  |                             | (34,238  | ) |                   |   | (4,486   | )                          |  |   | (1,042                                       | ) |  |                   | (2,727  | ) |  |   | (42,493   | )
|                                                                         |  |                             |          |   |                   |   |          |                            |  |   |                                              |   |  |                   |         |   |  |   |           |  
|Earnings from transportation                                             |  | $                           | 55,667   |   |                   | $ | (9,875   | )                          |  | $ | 1,397                                        |   |  | $                 | (17,673 | ) |  | $ | 29,516    |  
|                                                                         |  |                             |          |   |                   |   |          |                            |  |   |                                              |   |  |                   |         |   |  |   |           |  
|Costs, expenses, and revenues not allocated                              |  |                             |          |   |                   |   |          |                            |  |   |                                              |   |  |                   |         |   |  |   | (126,566  | )
|                                                                         |  |                             |          |   |                   |   |          |                            |  |   |                                              |   |  |                   |         |   |  |   |           |  
|Net earnings for the year attributable to Grupo TMM, S.A.B. stockholders |  |                             |          |   |                   |   |          |                            |  |   |                                              |   |  |                   |         |   |  | $ | (97,050   | )
|                                                                         |  |                             |          |   |                   |   |          |                            |  |   |                                              |   |  |                   |         |   |  |   |           |  
|Total assets by segment                                                  |  | $                           | 815,991  |   |                   | $ | 119,418  |                            |  | $ | 34,596                                       |   |  | $                 |        |   |  | $ | 970,005   |  
|Shared assets                                                            |  |                             |         |   |                   |   |         |                            |  |   |                                             |   |  |                   | 31,933  |   |  |   | 31,933    |  
|                                                                         |  |                             |          |   |                   |   |          |                            |  |   |                                              |   |  |                   |         |   |  |   |           |  
|Total assets                                                             |  | $                           | 815,991  |   |                   | $ | 119,418  |                            |  | $ | 34,596                                       |   |  | $                 | 31,933  |   |  | $ | 1,001,938 |  
|                                                                         |  |                             |          |   |                   |   |          |                            |  |   |                                              |   |  |                   |         |   |  |   |           |  
|Total liabilities by segment                                             |  | $                           | 814,329  |   |                   | $ | 127,326  |                            |  | $ | 3,091                                        |   |  | $                 |        |   |  | $ | 944,746   |  
|Shared liabilities                                                       |  |                             |         |   |                   |   |         |                            |  |   |                                             |   |  |                   | (62,616 | ) |  |   | (62,616   | )
|                                                                         |  |                             |          |   |                   |   |          |                            |  |   |                                              |   |  |                   |         |   |  |   |           |  
|Total liabilities                                                        |  | $                           | 814,329  |   |                   | $ | 127,326  |                            |  | $ | 3,091                                        |   |  | $                 | (62,616 | ) |  | $ | 882,130   |  
|                                                                         |  |                             |          |   |                   |   |          |                            |  |   |                                              |   |  |                   |         |   |  |   |           |  
|Total capital expenditures by segment                                    |  | $                           | 67,234   |   |                   | $ | 1,356    |                            |  | $ | 442                                          |   |  | $                 |        |   |  | $ | 69,032    |  
|Shared capital expenditures                                              |  |                             |         |   |                   |   |         |                            |  |   |                                             |   |  |                   | 4,424   |   |  |   | 4,424     |  
|                                                                         |  |                             |          |   |                   |   |          |                            |  |   |                                              |   |  |                   |         |   |  |   |           |  
|Total capital expenditures                                               |  | $                           | 67,234   |   |                   | $ | 1,356    |                            |  | $ | 442                                          |   |  | $                 | 4,424   |   |  | $ | 73,456    |  
|                                                                         |  |                             |          |   |                   |   |          |                            |  |   |                                              |   |  |                   |         |   |  |   |           |  



|22 | Employee benefits:
|-- | ------------------

Seniority premiums, retirement plan benefits (pension benefits) obligations, and other employee compensation payable at the
end of employment are based on actuarial calculations using the projected unit credit method. Pension benefits are based mainly on years of service, age and salary level upon retirement.

The amounts charged to the statement of operations for seniority premiums, pensions, and severances on termination of employment include the amortization of the cost of past services over the average time
of service remaining. The Company continues with its policy of recognizing actuarial losses and gains for seniority premiums and pensions in the consolidated statement of operations with a net tax loss of $2.8 million and $2.0 million in 2011 and
2010, respectively.

Severances prior to retirement consider the immediate recognition of the costs of past services and actuarial losses and
gains.



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The details of the net cost for the period for pensions and seniority bonuses, and also the basic actuarial
estimates for the calculation of these labour obligations as of December 31, 2011, 2010 and 2009 are summarized as follows:



|                                                                     |  |      |      |   |      |   |       |      |  |   |       |  
|-------------------------------------------------------------------- |  | ---- | ---- | - | ---- | - | ----- | ---- |  | - | ----- | -
|                                                                     |  | 2011 |      |   | 2010 |   |       | 2009 | 
|Labor cost                                                           |  | $    | 465  |   |      | $ | 490   |      |  | $ | 604   |  
|Financial cost                                                       |  |      | (524 | ) |      |   | 1,541 |      |  |   | 1,695 |  
|Returns on plan assets                                               |  |      | (68  | ) |      |   | (15   | )    |  |   | (101  | )
|Amortization of transitory obligations and variations in assumptions |  |      |     |   |      |   |      |      |  |   | (227  | )
|                                                                     |  |      |      |   |      |   |       |      |  |   |       |  
|Net cost for the period                                              |  | $    | (127 | ) |      | $ | 2,016 |      |  | $ | 1,971 |  
|                                                                     |  |      |      |   |      |   |       |      |  |   |       |  

The details of the net cost for the period for severances, and also the basic actuarial estimates for the calculation of
this labour obligation as of December 31, 2011, 2010 and 2009 are summarized as follows:



|                                                                        |  |      |      |   |      |   |     |      |  |   |      |  
|----------------------------------------------------------------------- |  | ---- | ---- | - | ---- | - | --- | ---- |  | - | ---- | -
|                                                                        |  | 2011 |      |   | 2010 |   |     | 2009 | 
|Labor cost                                                              |  | $    | 322  |   |      | $ | 207 |      |  | $ | 478  |  
|Financial cost                                                          |  |      | (113 | ) |      |   | 204 |      |  |   | 315  |  
|Amortization of the transitory obligation and variations in assumptions |  |      |     |   |      |   |    |      |  |   | (247 | )
|                                                                        |  |      |      |   |      |   |     |      |  |   |      |  
|Net cost for the period                                                 |  | $    | 209  |   |      | $ | 411 |      |  | $ | 546  |  
|                                                                        |  |      |      |   |      |   |     |      |  |   |      |  

The reserve for pensions and seniority premiums as of December 31, 2011, 2010 and 2009 is comprised as follows:



|                                            |  |      |        |   |      |   |        |      |  |   |        |  
|------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                            |  | 2011 |        |   | 2010 |   |        | 2009 | 
|Defined benefit obligations (DBO)         |  | $    | 13,523 |   |      | $ | 13,012 |      |  | $ | 12,010 |  
|Plan assets                                 |  |      | (119   | ) |      |   | (961   | )    |  |   | (1,535 | )
|                                            |  |      |        |   |      |   |        |      |  |   |        |  
|Reserve for pensions and seniority premiums |  | $    | 13,404 |   |      | $ | 12,051 |      |  | $ | 10,475 |  
|                                            |  |      |        |   |      |   |        |      |  |   |        |  

The DBO for pensions and seniority premiums as of December 31, 2011, 2010 and 2009 is comprised as follows:



|                         |  |      |        |   |      |   |        |      |  |   |        |  
|------------------------ |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                         |  | 2011 |        |   | 2010 |   |        | 2009 | 
|DBO at year start        |  | $    | 13,012 |   |      | $ | 12,010 |      |  | $ | 12,667 |  
|Labor cost               |  |      | 465    |   |      |   | 490    |      |  |   | 604    |  
|Financial cost           |  |      | (524   | ) |      |   | 1,541  |      |  |   | 1,695  |  
|Benefits paid            |  |      | (812   | ) |      |   | (1,094 | )    |  |   | (446   | )
|Miscellaneous            |  |      |       |   |      |   | (161   | )    |  |   | (2,088 | )
|Actuarial losses (gains) |  |      | 1,382  |   |      |   | 226    |      |  |   | (422   | )
|                         |  |      |        |   |      |   |        |      |  |   |        |  
|DBO at year end          |  | $    | 13,523 |   |      | $ | 13,012 |      |  | $ | 12,010 |  
|                         |  |      |        |   |      |   |        |      |  |   |        |  



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The assets of the pension and seniority Premium plan as of December 31, 2011, 2010 and 2009 are
comprised as follows:



|                                |  |      |      |   |      |   |       |      |  |   |       |  
|------------------------------- |  | ---- | ---- | - | ---- | - | ----- | ---- |  | - | ----- | -
|                                |  | 2011 |      |   | 2010 |   |       | 2009 | 
|Value of the fund at year start |  | $    | 961  |   |      | $ | 1,535 |      |  | $ | 1,486 |  
|Return on plan assets           |  |      | 68   |   |      |   | 15    |      |  |   | 101   |  
|Plan contributions              |  |      |     |   |      |   |      |      |  |   | 585   |  
|Benefits paid                   |  |      | (801 | ) |      |   | (671  | )    |  |   | (699  | )
|Actuarial losses (gains)        |  |      | (109 | ) |      |   | 82    |      |  |   | 62    |  
|                                |  |      |      |   |      |   |       |      |  |   |       |  
|Value of the fund at year end   |  | $    | 119  |   |      | $ | 961   |      |  | $ | 1,535 |  
|                                |  |      |      |   |      |   |       |      |  |   |       |  

The reserve for severances as of December 31, 2011, 2010 and 2009 is comprised as follows:



|                         |  |      |       |   |      |   |       |      |  |   |        |  
|------------------------ |  | ---- | ----- | - | ---- | - | ----- | ---- |  | - | ------ | -
|                         |  | 2011 |       |   | 2010 |   |       | 2009 | 
|DBO at year start        |  | $    | 2,532 |   |      | $ | 1,472 |      |  | $ | 2,120  |  
|Labor cost               |  |      | 322   |   |      |   | 207   |      |  |   | 478    |  
|Financial cost           |  |      | (113  | ) |      |   | 204   |      |  |   | 315    |  
|Benefits paid            |  |      | (824  | ) |      |   | (744  | )    |  |   | (1,760 | )
|Miscellaneous            |  |      |      |   |      |   |      |      |  |   | (230   | )
|Actuarial losses (gains) |  |      | 507   |   |      |   | 1,393 |      |  |   | 549    |  
|                         |  |      |       |   |      |   |       |      |  |   |        |  
|DBO at year end          |  | $    | 2,424 |   |      | $ | 2,532 |      |  | $ | 1,472  |  
|                         |  |      |       |   |      |   |       |      |  |   |        |  

The changes in the pension plan, seniority premium, and severance plans as of December 31, 2011, 2010 and 2009 are
summarized as follows:



|                                                |  |      |        |   |      |   |        |      |  |   |        |  
|----------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                                |  | 2011 |        |   | 2010 |   |        | 2009 | 
|Reserve for obligations at year start           |  | $    | 14,583 |   |      | $ | 11,947 |      |  | $ | 13,301 |  
|Cost for the year                               |  |      | 82     |   |      |   | 2,427  |      |  |   | 2,517  |  
|Changes in personnel                            |  |      |       |   |      |   |       |      |  |   | (590   | )
|Miscellaneous                                   |  |      |       |   |      |   | (161   | )    |  |   |       |  
|Plan contributions                              |  |      |       |   |      |   |       |      |  |   | (585   | )
|Benefits paid charged to the reserve            |  |      | (1,636 | ) |      |   | (1,702 | )    |  |   | (2,208 | )
|Provision for indemnities recognized in capital |  |      | 2,799  |   |      |   | 2,072  |      |  |   | (488   | )
|                                                |  |      |        |   |      |   |        |      |  |   |        |  
|Reserve for obligations at year end             |  | $    | 15,828 |   |      | $ | 14,583 |      |  | $ | 11,947 |  
|                                                |  |      |        |   |      |   |        |      |  |   |        |  

The economic assumptions on discount rates, salary and long-term return increases used in the valuation of the projected
benefit obligation, were 4% for 2011 and 4.5% for 2010 and 2009.

As of December 31, 2011, 2010 and 2009, approximately 41% of the
Companys employees work under collective bargaining agreements that are subject to annual salary reviews and bi-annually, for other compensations. Grupo TMM has 3,059, 3,214, and 5,605 employees as of December 31, 2011, 2010 and 2009,
respectively.



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|23 | Earnings (losses) per share:
|-- | ----------------------------

The earnings (losses) per share were calculated as of December 31, 2011, 2010 and 2009, based on the weighted average number of
shares outstanding during the year. There are no potentially dilutive instruments outstanding, therefore basic and diluted earnings (losses) per share are the same:



|                                                                  |  |      |         |  |      |   |         |      |  |   |         |  
|----------------------------------------------------------------- |  | ---- | ------- |  | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                  |  | 2011 |         |  | 2010 |   |         | 2009 | 
|Earnings (losses) for the year                                    |  | $    | 16,222  |  |      | $ | (78,916 | )    |  | $ | (95,670 | )
|Weighted average number of shares outstanding, thousands per year |  |      | 102,176 |  |      |   | 102,007 |      |  |   | 56,894  |  
|                                                                  |  |      |         |  |      |   |         |      |  |   |         |  
|Earnings (losses) per share                                       |  | $    | 0.159   |  |      | $ | (0.774  | )    |  | $ | (1.682  | )
|                                                                  |  |      |         |  |      |   |         |      |  |   |         |  



|24 | Commitments and contingencies:
|-- | ------------------------------

a) Commitments-

Concession fees -

Pursuant to the
concessions under which it operates the ports and tugboat services, the Company made monthly fixed and variable rental payments. Such payments totalled $644, $542, and $395 in 2011, 2010, and 2009, respectively.

Leases and charters -

The Company has used
various base boat and time-chartered vessels to supplement its fleet for short periods of less than one year. The related charter expenses were $15,022 in 2011, $26,999 in 2010, and $38,109 in 2009.

There are no minimum payments for leases and charters as of December 31, 2011 and 2010.

Shipyard Purchase Agreement -

On November 23, 2011, the Company (GTMM) and
Inmobiliaria TMM, S.A. de C.V. signed a Purchase Agreement with Bender Shipbuilding and Repair Co. Inc and Thomas B. Bender for Equity Interest in Inmobiliaria Dos Naciones, S. de R.L., de C.V., company holding a concession to exploit a Shipyard at
the port of Tampico, including various assets, for a total price of US $5.4 million, subject to various conditions precedent setting the close date as January 30, 2012.

On January 30, 2012, Bender Shipbuilding and Repair Co. Inc and Thomas B. Bender fulfilled the conditions set forth in the purchase agreement in mention, therefore on this date the purchase of the
equity interest in Inmobiliaria Dos Naciones, S. de R.L. de C.V., and the assets corresponding, was completed releasing payment as per the terms agreed.

b) Contingencies-

I) SSA Claims -

In July 2006 and February 2007, Grupo TMM, received two claim notices from SSA México, S.A. de C.V. (SSA) concerning certain
contingencies affecting SSA (formerly TMM Puertos y Terminales, S.A. de C.V.), in terms of the amendment agreement of July 21, 2001 (Amended and Restated Master Agreement).



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On June 4, 2007, the Company received a copy of the claim for arbitration filed by SSA with the
International Chamber of Commerce (ICC), petitioning indemnity for approximately $3.0 million, for payment of the profit sharing SSA made to its employees in relation to the Amended and Restated Master Agreement.

On March 6, 2009, the Board of Arbitration issued its decision ordering Grupo TMM to pay the approximately $3.0 million, plus interest at
6% per annum from November 6, 2006.

On May 15, 2009, Grupo TMM and SSA signed an agreement under which both companies agreed
that in the event SSA were to receive a favourable decision on the appeal filed against the decision ordering SSA to pay the profit sharing to its employees, Grupo TMM will not be required to make the payment ordered by the arbitration decision. In
addition, Grupo TMM and SSA signed an agreement whereby if SSA were to lose its appeal; both Companies would negotiate the project at the port of Tuxpan, Veracruz, as an alternative to satisfy the arbitration decision.

If the negotiation between Grupo TMM and SSA has not been completed by the end of the year, Grupo TMM will make payment on the arbitration decision with
50% of the proceeds from API Acapulco (Joint Venture with SSA).

At the beginning of June 2010, SSA received a favourable decision from the
lower court and the time had started for the decision to be challenged; if this decision holds, Grupo TMM would be exempt from payment of the amounts ordered by the arbitration decision.

On February 1, 2011, Grupo TMM signed a compensation and settlement agreement with SSA concluding the claim resulting from the decision of the Board of Arbitration, which had ordered Grupo TMM to pay
SSA $3.0 million, on the order of the tax authorities for SSA to pay an additional profit sharing to its employees for 2003 being declared null and void on final decision from the corresponding courts; Grupo TMM paying SSA $0.2 million as full and
total settlement.

II) RPS Claim -

On August 7, 2007, Transportación Maritima Mexicana, S.A. de C.V. (TMM) filed a claim for arbitration against RPS for the amount of approximately $50, for various expenses incurred
by TMM due to the delay of the re-delivery of the tanker vessel Palenque.

On October 19, 2007, RPS filed a countersuit for approximately
$3.0 million, for alleged faults and lack of maintenance involving the tanker vessel Palenque, and also consequential damages for having lost a contract while the vessel was being repaired.

TMMs position against this countersuit is strong, as there are sufficient elements and arguments for defence, also the amount claimed by RPS is excessive and for non-supported issues.

III) Mutual claims between WWS and TMM -

In December 2007, Transportación Marítima Mexicana, S.A. de C.V. (TMM) and Worldwide Services, Ltd. (WWS) filed
claims against each other: TMM for the approximate amount of $342.5, for fuel and low performance of the vessel Veracruz A and WWS for the approximate amount of $1,332, claiming, mainly, an over-performance of the same vessel.



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Company Management believes it has strong arguments to support the claim and to defend its position on the
arbitration.

IV) Mutual loans between Pacific Richfield Marine Pte. Ltd. (PRM) and Grupo TMM -

Grupo TMM (GTMM) is the complainant on two arbitrations brought against Pacific Richfield Marine (PRM), company established in and
under the laws of Singapore. The arbitration is being conducted according to the Rules of the Singapore International Arbitration Centre and involves certain breaches by PRM of two Purchase Agreements for the acquisition of two vessels. GTMM is
seeking the recovery of the deposit paid for the two vessels for the amount of $5.2 million, and also payment of damages caused by the breaches incurred by PRM of the Purchase Agreements. PRM countered claiming that it is GTMM who breached the
Purchase Agreements, seeking the arbiters decision to award PRM the deposit plus any damages the Arbiter may award.

On
November 28, 2011, the Company received the decision entered against the interests of TMM, losing the right to recover the deposit of $5.2 million.

Consequently, GTMM filed suit in Mexico for the annulment of all PRM out-of-court requirements for payment, and the case was admitted by the Federal Courts, preserving the term on the deposit and ordering
this not to be delivered to PRM until final judgment is entered to recognize and, eventually, order the execution of the arbiters decision judicial, in accordance with that provided by the Convention on the Recognition and Enforcement of
Foreign Arbitral Awards.

As of December 31, 2011 the Company has reserved the amount of the deposit made for $5.2 million and has
created an additional allowance of $1.5 million for potential legal fees associated with this case, both items are reported in other expenses, net (See Note 18).

V) ADEMSA secured Certificates of Deposit -

As a result of the crisis that
affected Mexican farmers during 2010 and 2011 and with the consequent variances in the prices of wheat, corn, and beans, and also the exchange rate losses on operations with fertilizers, added to the default on loan obligations by the producers to
which ADEMSA issued secured Certificates of Deposit in favour of various financial institutions, the goods and/or amounts consigned thereto, which, as a result of the defaults by the producers and on exercising the right conferred by the
Certificates, filed claim against ADEMSA for compliance with the obligations to deliver the goods covered or payment of the amounts secured.

In the interest of meeting due compliance with its obligations, and as the Mexican farmers are undergoing a crisis, being sensitive to the difficulties, both ADEMSA and each of the financial
institutions, and the company COVAHESA, in its capacity as representative for over one thousand producers, have been negotiating a financial structuring so as to answer the complaints and to this effect sign the agreements necessary to
permit the long term financing of the debts or claims, finding a viable solution for all parties involved.



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To this effect, the Company has created a reserve for US $16.7 million (US $6 million in 2011 and $10.7
million in 2010) in order to settle the obligations of ADEMSA in the event the agreements are negotiated with the financial institutions cannot be implemented or if the debts cannot be settled in full during the term and under the
conditions for the financing negotiated. These reserves are included within Accounts Payable and Accrued Expenses.

VI) Other legal
proceedings -



| | a. | The Company is party to various other legal proceedings and administrative actions, all of which are of an ordinary or routine nature and incidental to its operations.
Although it is impossible to predict the outcome of any legal proceeding, in the opinion of the Companys management, such proceedings and actions should not, individually or in the aggregate, have a material adverse effect on the
Companys financial condition, results of operations or liquidity.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. | The Company has significant dealings and relationships with related parties. Because of these relationships, in accordance with the Mexican Income Tax Law, the Company
has documentation for the transactions that took place during 2010 and 2009 that confirms that the terms of these transactions are the same as those that would result from transactions between wholly unrelated parties. The Company and its
subsidiaries are in the process of completing this study for 2011.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|25 | Financial risk management, objectives and policies:
|-- | ---------------------------------------------------

Grupo TMMs main financial instruments, other than derivate financial instruments, are bank loans, securitization structures for
future income, cash and short term deposits. The main objective of these financial instruments is to provide the Company with all necessary funds to properly perform its operations. The Company has several financial assets and liabilities, such as
commercial credits and commercial payables, which arise directly from its operations.

Grupo TMM also enters into derivate transactions, such
as interest rate CAPs as discussed in Note 14. The objective is to manage variable interest rate risks arising from the Companys operations and from its financing sources. The method to acknowledge the resulting gain or loss depends on the
nature of the coverage.

The main risks arising from the Companys financial instruments are the cash flow risk deriving from interest
rate variations, liquidity risk, interest rate risk and credit risk. The Company analyzes the risks and determines management policies for each of these risks as described in the following summary.

Changes in the fair value of derivatives that are designated and qualified as fair value coverage and which are highly effective are recognized in the
consolidated statement of operations together with any change in the fair value of the asset or liability covered that is attributable to the coverage risk.

Changes in the fair value of derivatives that are designated and qualified as cash flow coverage and which are highly effective are recognized in equity. When the projected transaction or commitment by a
company brings about the acknowledgement of an asset (e.g. property, machinery, and equipment) or a liability, and losses previously recognized in equity are transferred and included in the initial assessment of the asset or liability cost.



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Otherwise, earnings and losses previously recognized in equity are transferred to the consolidated statement
of operations and are classified as income or expense in the same periods in which the Company providing the coverage committed itself to doing so or whenever a projected transaction affects the consolidated statement of operations (e.g. when the
projected sale occurs). As of December 31, 2011, Grupo TMM has only this type of derivatives.

Changes in the fair value of any
derivative not qualifying to be registered in the books as coverage under IAS 39 are immediately recognized in the consolidated statement of operations. When a determined coverage is due or sold, or whenever it does not meet the criteria to be
recognized in the books under IAS 39, any cumulative earning or loss is recorded in equity in that moment and remains in it until the committed or projected transaction is finally acknowledged in the consolidated statement of operations. When a
committed or projected transaction is no longer expected to occur, the cumulative earnings or losses recorded in equity are immediately acknowledged in the consolidated statement of operations.

Fair value of financial instruments

The
Company determines fair value estimated amounts through the use of available information in the market, as well as through appropriate assessment methods. However, it is essential to apply good judgment when interpreting market information in order
to estimate the fair value.

The fair value of cash and cash equivalents, receivables, short-term debt and payables, is netted to carrying
values (at amortized cost) according to the short-term maturity of these instruments.

The fair value of the
Companys loans as well as of other financial obligations is estimated based upon prices quoted within the markets or, alternatively, based upon financing rates offered to the Company for loans with the same maturity periods at the end of each
year. Debt with variable interest rates generally represents rates available for the Company in effect as of
December 31,2011 for the issue of debt under similar
terms and maturity periods and, therefore, book record values of these obligations are a reasonable estimate of their fair value.

Cash
flow risk

The Companys revenues and its operating cash flows are independent from variances in the market interest rate.

The Groups policy is to manage its interests cost by using a combination of a fixed and variable rate of debts. In order to manage this combination
with an efficient cost, the Group enters into interest rate swaps, where it commits to interchanging, at determined intervals, the difference between the fixed interest rate and the variable interest rate at amounts that are calculated in reference
to an agreed theoretical amount of principal, through agreements in which the Group receives the difference in excess of the maximum interest rate determined in the contracts. This exchange is aimed to cover for the underlying debt obligations.



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Foreign currency risk

The balance for the Group may be materially affected by variances in the exchange rate between the US dollar and the Mexican peso due to the Companys significant operations in Mexico. The Group does
not cover this exposure. The Group has the objective of minimizing its exposure effects in operating currency by contracting debt in Mexican pesos. In July 2010, the Company issued Trust Certificates for approximately US$752.8 million ($10.500
billion pesos).

The Group also faces a transactional currency exposure. This exposure derives from sales and acquisition made in foreign
currencies other than the US dollar, which is the Groups operating currency. Approximately 40% of the Groups sales are listed in Mexican pesos, while almost 70% of its costs are listed in Mexican pesos.

As of December 31, 2011, 2010 and 2009, the Company held monetary assets and liabilities listed in foreign currencies other than the US dollar,
classified according to its corresponding interbank exchange rate as related to the US dollar, as follows:



|                                |  |      |          |   |      |   |          |      |  |   |          |  
|------------------------------- |  | ---- | -------- | - | ---- | - | -------- | ---- |  | - | -------- | -
|                                |  | 2011 |          |   | 2010 |   |          | 2009 | 
|Assets in Mexican pesos         |  | $    | 91,634   |   |      | $ | 133,979  |      |  | $ | 110,199  |  
|Assets in other currencies      |  |      | 252      |   |      |   | 540      |      |  |   | 836      |  
|Liabilities in Mexican pesos    |  |      | (762,096 | ) |      |   | (874,506 | )    |  |   | (759,416 | )
|Liabilities in other currencies |  |      | (513     | ) |      |   | (921     | )    |  |   | (1,894   | )
|                                |  |      |          |   |      |   |          |      |  |   |          |  
|                                |  | $    | (670,723 | ) |      | $ | (740,908 | )    |  | $ | (650,275 | )
|                                |  |      |          |   |      |   |          |      |  |   |          |  

As of December 31, 2011 and 2010, the exchange rate was Ps13.9476 and Ps12.3817 per US dollar, respectively. As of
the issue date of the accompanying consolidated financial statements, the exchange rate was Ps12.7723 per US dollar and the Companys monetary asset and liability position (unaudited) is similar to that prevailing as of December 31, 2011.

Commodity prices risk

The
Company does not operate commodities, therefore this risk is nonexistent.

Interest rate risks

The exposure of Grupo TMM to the risk of changes in market interest rates is related principally to the long-term debt obligations of Grupo TMM at a
floating interest rate.

Grupo TMMs policy is to obtain fixed rated instruments on its loans and, when a loan has a variable interest
rate, the Companys policy is to obtain all needed derivate financial instruments in order to fix such rate. As of December 31, 2011, the Company has approximately $30.8 and $771.7 million ($429.6 and $10.7634 billion pesos) of debt leased
at a fixed and variable rate, respectively.

The variable rate portion of the debt associated with the Trust Certificate Tranches for an
approximate amount of US$752.82 million ($10.500 billion pesos) has an interest rate cap that permits the maximum payable rate that can be required of the Issuing Trust to be 10.80% per annum during the first 3 years.



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Credit risk

The Group only engages in dealings with solvent third parties. Grupo TMMs policy is that all customers who prefer to operate under credit conditions are subject to credit verification procedures.
Moreover, receivable balances are constantly watched so that the Groups exposure loss on receivables is not significant.

Regarding the
credit risks derived from other financial assets of Grupo TMM, which include cash and cash equivalents, the financial assets available for sale and certain derivative instruments, Grupo TMMs exposure to risks is related to the possibility of
non-compliance by its counterparts, with a maximum exposure that is equivalent to the sum of such instruments.

As Grupo TMM only conducts
this type of operation with third parties with recognized solvency, the Company does not require surety.

Concentration of risk

For the year ended December 31, 2011, the Company obtained revenues from PEMEX Exploration and Production and PEMEX Refining
representing 25% and 15%, respectively, of its total revenues, and no other customer represents more than 6% of total revenues.

The Company
assesses its customer financial situation and has an allowance for doubtful accounts if needed.

Liquidity risk

The objective of the Group is to maintain a balance between the continuity of financing and flexibility through the use of bank loans and securitizations.
As of December 31, 2011, only 2% of the Companys financial liabilities are due within the next 12 months.



|26 | Capital management policies and procedures:
|-- | -------------------------------------------

Grupo TMMs capital management goal is to ensure the capacity of Grupo TMM to continue as a going concern and to provide its
stockholders with an appropriate return on their investment. The Company monitors capital based on the carrying value plus its debt.

The
Company sets its capital amount proportionate to its overall financing structure, meaning, the capital and financial liabilities that are not loans. Grupo TMM manages the capital structure and makes adjustments in light of changes in the economic
conditions and the associated risks of the underlying assets. In order to maintain or adjust the capital structure, Grupo TMM may adjust the amount of the dividends paid to its stockholders, reimburse capital to stockholders, issue new shares, or
sell assets to reduce its debt.



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As of December 31, 2011 and 2010, the capital management is summarized as follows:



|                                          |  |      |         |  |      |  |         | 
|----------------------------------------- |  | ---- | ------- |  | ---- |  | ------- | 
|                                          |  | 2011 |         |  | 2010 | 
|Stockholder equity                        |  |      | 108,412 |  |      |  | 104,870 | 
|                                          |  |      |         |  |      |  |         | 
|Stockholder equity                        |  |      | 108,412 |  |      |  | 104,870 | 
|Total debt                                |  |      | 752,501 |  |      |  | 872,053 | 
|                                          |  |      |         |  |      |  |         | 
|                                          |  |      | 860,913 |  |      |  | 976,923 | 
|                                          |  |      |         |  |      |  |         | 
|Ratio of total debt to stockholder equity |  |      | 7.94    |  |      |  | 9.32    | 
|                                          |  |      |         |  |      |  |         | 

The Company has met its obligations, and has even made prepayments on capital amortizations of the Trust Certificates.
The ratio of total debt to stockholder equity was reduced in 2011 due to the exchange rate as of December 31, 2011 and 2010 being 13.9476 and 12.3817, respectively. This variance resulted in the liability being reduced by US$94.178 million.



|27 | Subsequent event:
|-- | -----------------

On February 15, 2012, the company, through the Trust Issuer and on prior confirmation by the Joint Committee, early amortized
Trust Certificates for the approximate amount of US$1.2 million ($15.4 million pesos). This amortization did not require the payment of premiums or other penalties. The outstanding balance on the Trust Certificates as of this date is approximately
US$743.6 million ($10.371 billion pesos).



F-53



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##### Table of Contents

|ITEM 19. | EXHIBITS
|-------- | --------

Documents filed
as exhibits to this Annual Report:



|            |  |                                                                                                                                                                                                                                                                                                                            
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
No. |  | Exhibit                                                                                                                                                                                                                                                                                                                    
|            | 
|1.1         |  | Amended and Restated Bylaws of Grupo TMM, S.A.B., as registered with the Public Registry of Commerce on January 15, 2010, together with an English translation (incorporated
herein by reference to Exhibit 1.1 of the Companys Form 20-F filed on June 30, 2010).                                                        
|            | 
|2.1         |  | Specimen Ordinary Participation Certificate, together with an English translation (incorporated herein by reference to Exhibit 4.1 of the Registration Statement on Form F-1 
Registration No. 33-47334).                                                                                                                 
|            | 
|2.2         |  | Form of Amended and Restated Deposit Agreement (the Deposit Agreement) among the Company, The Bank of New York Mellon, as depositary and all owners and holders of
American Depositary Shares (incorporated by reference to Exhibit 1 of the Companys Registration Statement on Form F-6  Registration No. 333-163562).
|            | 
|2.3         |  | Trust Agreement, dated November 24, 1989 (the CPO Trust Agreement), between Nacional Financiera, S.N.C., as grantor, and as CPO Trustee, together with an English
translation (incorporated herein by reference to Exhibit 2 of the Companys Registration Statement on Form F-6  Registration No. 333-163562).         
|            | 
|2.4         |  | Public Deed, dated January 28, 1992, together with an English translation (incorporated herein by reference to Exhibit 4.5 of the Registration Statement on Form F-1 
Registration No. 33-47334).                                                                                                                         
|            | 
|4.1         |  | Certificate Purchase Agreement, dated December 18, 2009, between the Company and Vex Asesores Corporativos, S.A.P.I. de C.V., together with an English translation (incorporated
herein by reference to Exhibit 4.1 of the Companys Form 20-F filed on June 30, 2010).                                                    
|            | 
|6.1*        |  | Computation of earnings per share under IFRS.                                                                                                                                                                                                                                                                              
|            | 
|7.1*        |  | Computation of ratio of earnings to fixed charge under IFRS.                                                                                                                                                                                                                                                               
|            | 
|8.1*        |  | List of Main Subsidiaries.                                                                                                                                                                                                                                                                                                 
|            | 
|12.1*       |  | Section 302 Certification of Chief Executive Officer.                                                                                                                                                                                                                                                                      
|            | 
|12.2*       |  | Section 302 Certification of Chief Financial Officer.                                                                                                                                                                                                                                                                      
|            | 
|13.1*       |  | Section 906 Certification of Chief Executive Officer.                                                                                                                                                                                                                                                                      
|            | 
|13.2*       |  | Section 906 Certification of Chief Financial Officer.                                                                                                                                                                                                                                                                      



|* | Filed herewith.
|- | ---------------



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##### Table of Contents

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.



GRUPO TMM, S.A.B.By:

/s/ Carlos Pedro Aguilar MendezCarlos Pedro Aguilar MendezChief Financial Officer


Date: April 30, 2012