##### Table of Contents





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, 2012

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:

None

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

Title of Each Class

American Depositary Shares (ADSs), each representing

five
Ordinary Participation Certificates

(Certificados de Participación Ordinaria)

(CPOs)

CPOs, each representing one nominative common share,

without par value
(Share)

Shares

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   ̈









---

##### Table of Contents

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                                                    |  |      | 40 | 
|ITEM 5.   |  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                 |  |      | 40 | 
|ITEM 6.   |  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                   |  |      | 67 | 
|ITEM 7.   |  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            |  |      | 72 | 
|ITEM 8.   |  | FINANCIAL INFORMATION                                                        |  |      | 74 | 
|ITEM 9.   |  | THE OFFER AND LISTING                                                        |  |      | 76 | 
|ITEM 10.  |  | ADDITIONAL INFORMATION                                                       |  |      | 80 | 
|ITEM 11.  |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   |  |      | 92 | 
|ITEM 12.  |  | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                       |  |      | 94 | 
|          |  |                                                                             
|PART II   |  |                                                                              |  |      | 95 | 
|ITEM 13.  |  | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                              |  |      | 95 | 
|ITEM 14.  |  | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |  |      | 95 | 
|ITEM 15.  |  | CONTROLS AND PROCEDURES                                                      |  |      | 95 | 
|ITEM 16A. |  | AUDIT COMMITTEE FINANCIAL EXPERT                                             |  |      | 96 | 
|ITEM 16B. |  | CODE OF ETHICS                                                               |  |      | 96 | 
|ITEM 16C. |  | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                       |  |      | 97 | 
|ITEM 16D. |  | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES                   |  |      | 97 | 
|ITEM 16E. |  | PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS        |  |      | 97 | 
|ITEM 16F. |  | CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT                                 |  |      | 97 | 
|ITEM 16G. |  | CORPORATE GOVERNANCE                                                         |  |      | 97 | 
|          |  |                                                                             
|PART III  |  |                                                                              |  |      | 97 | 
|ITEM 17.  |  | FINANCIAL STATEMENTS                                                         |  |      | 97 | 
|ITEM 18.  |  | FINANCIAL STATEMENTS                                                         |  |      | 98 | 
|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



---

##### Table of Contents

Grupo TMM, S.A.B. and Subsidiaries

Introduction

In this Annual Report, references to $,
Ps, Mx. pesos, Pesos or pesos are to Mexican Pesos and references to US$, U.S. dollars, Dollars or dollar are to United States Dollars. This Annual
Report contains translations of certain Dollar amounts into Pesos at specified rates solely for the convenience of the reader. These translations should not be construed as representations that the Dollar amounts actually represent such Peso amounts
or could be converted into Pesos 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 Mexican pesos and prepared in conformity with International Financial Reporting Standards
(IFRS) as issued by the International Accounting Standards Board (IASB).

Due to changes in the
economic environment and to the fact that the operations of Grupo TMM are currently concentrated in Mexico, on February 26, 2013 the Company announced its decision to change its functional and reporting currency from the US dollar to the
Mexican peso effective as of January 1, 2012.

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);
| | - |  | ---------------------------------------------------------------------------------------------------------------------



---

##### Table of Contents

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



| |  |  | 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, 2008, 2009, 2010, 2011 and 2012 was derived from our Audited Consolidated Financial Statements, of which the financial statements for each of the years ended December 31, 2010, 2011, and 2012 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.



2



---

##### Table of Contents

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

SELECTED CONSOLIDATED FINANCIAL DATA

($ in millions, except per share data)



|                                                                                    |  |                         |          |   |      |   |          |      |  |   |          |   |  |      |          |   |  |   |          |  
|----------------------------------------------------------------------------------- |  | ----------------------- | -------- | - | ---- | - | -------- | ---- |  | - | -------- | - |  | ---- | -------- | - |  | - | -------- | -
|                                                                                    |  | Year Ended December 31, |         
|                                                                                    |  | 2012                    |          |   | 2011 |   |          | 2010 |  |   | 2009     |   |  | 2008 |         
|CONSOLIDATED INCOME STATEMENT DATA:                                                 |  |                         |          |   |      |   |          |      |  |   |          |   |  |      |          |   |  |   |          |  
|Transportation revenues                                                             |  | $                       | 3,334.7  |   |      | $ | 3,344.9  |      |  | $ | 3,859.3  |   |  | $    | 4,166.7  |   |  | $ | 4,042.99 |  
|                                                                                    |  |                         |          |   |     
|Other (Expense) Income  Net (a)                                                    |  |                         | (26.4    | ) |      |   | (175.3   | )    |  |   | (65.0    | ) |  |      | (77.0    | ) |  |   | 96.9     |  
|Operating Income (b)                                                                |  |                         | 124.5    |   |      |   | 64.9     |      |  |   | 371.5    |   |  |      | 321.6    |   |  |   | 221.7    |  
|Interest Income                                                                     |  |                         | 50.1     |   |      |   | 44.8     |      |  |   | 103.0    |   |  |      | 100.0    |   |  |   | 145.9    |  
|Interest Expense  Net                                                              |  |                         | 987.9    |   |      |   | 1,041.5  |      |  |   | 987.8    |   |  |      | 1,284.9  |   |  |   | 924.7    |  
|Exchange Gain (Loss)                                                                |  |                         | 41.0     |   |      |   | 1,164.5  |      |  |   | (481.7   | ) |  |      | (414.8   | ) |  |   | 1,621.0  |  
|Income (Loss) before benefit from (provision for) Income Taxes                      |  |                         | (772.3   | ) |      |   | 232.6    |      |  |   | (995.0   | ) |  |      | (1,278.1 | ) |  |   | 1,063.9  |  
|(Provision for) Benefit from Income Taxes                                           |  |                         | (8.8     | ) |      |   | (41.1    | )    |  |   | (10.4    | ) |  |      | (14.9    | ) |  |   | (223.9   | )
|Net Income (Loss) for the year                                                      |  |                         | (781.1   | ) |      |   | 191.6    |      |  |   | (1,005.3 | ) |  |      | (1,293.0 | ) |  |   | 840.0    |  
|Attributable to Non-controlling interest                                            |  |                         | 5.3      |   |      |   | 12.5     |      |  |   | 20.8     |   |  |      | 18.9     |   |  |   | 5.6      |  
|Attributable to stockholders of Grupo TMM, S.A.B.                                   |  |                         | (786.5   | ) |      |   | 179.0    |      |  |   | (1,026.1 | ) |  |      | (1,311.9 | ) |  |   | 834.4    |  
|Earnings (Loss) per Share from Net Income (Loss) for the year (c)                   |  |                         | (7.644   | ) |      |   | 1.875    |      |  |   | (9.855   | ) |  |      | (22.726  | ) |  |   | 14.949   |  
|Earnings (Loss) per Share attributable to stockholders of Grupo TMM, S.A.B. (c)     |  |                         | (7.697   | ) |      |   | 1.752    |      |  |   | (10.059  | ) |  |      | (23.058  | ) |  |   | 14.850   |  
|Book value per share (d)                                                            |  |                         | 5.864    |   |      |   | 14.339   |      |  |   | 13.197   |   |  |      | 27.579   |   |  |   | 40.981   |  
|Weighted Average Shares Outstanding (000s)                                          |  |                         | 102,183  |   |      |   | 102,176  |      |  |   | 102,007  |   |  |      | 56,894   |   |  |   | 56,189   |  
|BALANCE SHEET DATA (at end of period):                                              |  |                         |          |   |      |   |          |      |  |   |          |   |  |      |          |   |  |   |          |  
|Cash and cash equivalents                                                           |  | $                       | 496.7    |   |      | $ | 507.6    |      |  | $ | 1,113.6  |   |  | $    | 260.9    |   |  | $ | 549.6    |  
|Restricted cash                                                                     |  |                         | 592.3    |   |      |   | 568.1    |      |  |   | 648.6    |   |  |      | 837.4    |   |  |   | 1,769.9  |  
|Total Current Assets                                                                |  |                         | 2,029.5  |   |      |   | 2,025.3  |      |  |   | 2,632.5  |   |  |      | 2,256.6  |   |  |   | 3,586.7  |  
|Property, machinery and equipment-Net                                               |  |                         | 9,716.7  |   |      |   | 10,012.7 |      |  |   | 9,430.4  |   |  |      | 8,979.3  |   |  |   | 9,472.2  |  
|Concessions  Net                                                                   |  |                         | 32.2     |   |      |   | 35.9     |      |  |   | 35.3     |   |  |      | 40.4     |   |  |   | 46.8     |  
|Total Assets                                                                        |  |                         | 12,945.3 |   |      |   | 13,279.0 |      |  |   | 13,321.0 |   |  |      | 13.068.5 |   |  |   | 14,985.9 |  
|Current portion of long term debt (e)                                               |  |                         | 332.6    |   |      |   | 239.8    |      |  |   | 293.1    |   |  |      | 208.7    |   |  |   | 290.6    |  
|Obligations for sale of receivables short term (e)                                  |  |                         |         |   |      |   |         |      |  |   | 139.0    |   |  |      | 103.0    |   |  |   | 206.6    |  
|Long-term debt (e)                                                                  |  |                         | 10,491.2 |   |      |   | 10,255.8 |      |  |   | 10,358.6 |   |  |      | 9,763.2  |   |  |   | 9,371.7  |  
|Obligations for sale of receivables long term (e)                                   |  |                         |         |   |      |   |         |      |  |   | 6.8      |   |  |      | 156.5    |   |  |   | 1,391.2  |  
|Capital stock                                                                       |  |                         | 2,169.9  |   |      |   | 2,169.9  |      |  |   | 1,921.4  |   |  |      | 2,024.4  |   |  |   | 1,571.6  |  
|Stockholders Equity (Deficiency) attributable to Stockholders of Grupo TMM, S.A.B. |  |                         | 599.2    |   |      |   | 1,465.1  |      |  |   | 1,195.9  |   |  |      | 1,467.4  |   |  |   | 2,274.1  |  
|Non-controlling equity interest in subsidiaries                                     |  |                         | 59.6     |   |      |   | 54.3     |      |  |   | 110.3    |   |  |      | 95.2     |   |  |   | 84.0     |  
|Total Stockholders Equity                                                          |  |                         | 658.8    |   |      |   | 1,519.4  |      |  |   | 1,306.2  |   |  |      | 1,562.6  |   |  |   | 2,358.1  |  
|OTHER DATA:                                                                         |  |                         |          |   |      |   |          |      |  |   |          |   |  |      |          |   |  |   |          |  
|Incremental Capital Investments (f)                                                 |  | $                       | 351.2    |   |      | $ | 191.1    |      |  | $ | 405.9    |   |  | $    | 993.0    |   |  | $ | 4,476.3  |  
|Depreciation and Amortization                                                       |  |                         | 696.6    |   |      |   | 640.5    |      |  |   | 725.3    |   |  |      | 574.2    |   |  |   | 346.5    |  



|(a) | Includes mainly: (i) in the year ended December 31, 2012: reserve for fiscal resolution cost, gain on the purchase of Inmobiliaria Dos
Naciones, amortization of non-competition rights and dividends received from Comercializadora y Distribuidora Milgret; (ii) in the year ended December 31, 2011: goodwill impairment charges, reserve for prepay and arbitration expenses and
cancellation of ferriage; (iii) in the year ended December 31, 2010: loss from the sale of subsidiaries and shares of subsidiaries; (iv) in the year ended December 31, 2009: goodwill impairment charges and equipment lease
expenses; (v) 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.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



3



---

##### Table of Contents

|(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, 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, as of December 31, 2011 the number of Shares outstanding was 102,182,841 and as of December 31, 2012 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.
|--- | -------------------------------------------------------------------------------------------------------------------------------------

GRUPO TMM S.A.B. AND SUBSIDIARIES

SELECTED CONSOLIDATED OPERATING DATA

($ in millions)



|                                  |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|--------------------------------- |  | ----------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | - |  | ---- | ------- | - |  | - | ------- | -
|                                  |  | Year Ended December 31, |        
|                                  |  | 2012                    |         |   | 2011 |   |         | 2010 |  |   | 2009    |   |  | 2008 |        
|TRANSPORTATION REVENUES:          |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Ports and Terminals Operations(a) |  |                         | 101.2   |   |      |   | 123.7   |      |  |   | 130.2   |   |  |      | 89.2    |   |  |   | 89.1    |  
|Maritime Operations(b)            |  |                         | 2,188.8 |   |      |   | 2,133.4 |      |  |   | 2,534.6 |   |  |      | 2,696.8 |   |  |   | 2,303.9 |  
|                                  |  |                         |         |   |     
|Logistics Operations(c)           |  |                         | 992.2   |   |      |   | 1,041.1 |      |  |   | 1,132.5 |   |  |      | 1,288.9 |   |  |   | 1,496.2 |  
|Intercompany revenues(d)          |  |                         | 52.5    |   |      |   | 46.7    |      |  |   | 62.0    |   |  |      | 91.9    |   |  |   | 153.7   |  
|                                  |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total                             |  | $                       | 3,334.7 |   |      | $ | 3,344.9 |      |  | $ | 3,859.3 |   |  | $    | 4,166.8 |   |  | $ | 4,042.9 |  
|                                  |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|                                  |  |                         |         |   |     
|INCOME ON TRANSPORTATION:         |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Ports and Terminals Operations    |  |                         | (3.8    | ) |      |   | 27.8    |      |  |   | 46.2    |   |  |      | 18.9    |   |  |   | 17.8    |  
|Maritime Operations               |  |                         | 442.9   |   |      |   | 518.9   |      |  |   | 755.8   |   |  |      | 752.6   |   |  |   | 467.9   |  
|Logistics Operations              |  |                         | (103.1  | ) |      |   | (107.3  | )    |  |   | (178.7  | ) |  |      | (133.8  | ) |  |   | (133.7  | )
|Shared corporate costs            |  |                         | (185.2  | ) |      |   | (199.3  | )    |  |   | (186.7  | ) |  |      | (239.1  | ) |  |   | (227.3  | )
|                                  |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total                             |  | $                       | 150.8   |   |      | $ | 240.1   |      |  | $ | 436.6   |   |  | $    | 398.6   |   |  | $ | 124.7   |  
|                                  |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  



|(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 2008 was 56,189,025, in 2009 was 56,893,794, in 2010 was
102,006,730, in 2011 was 102,176,138 and in 2012 was 102,182,841. See Item 4. Information on the Company  History and Development of the Company and Item 9. The Offer and Listing  Share Repurchase
Program.



4



---

##### Table of Contents

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 US$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

As of January 1, 2012, we maintain our financial records, including our tax records, in Pesos and all Dollar charges are converted to the Peso equivalent using the prevailing exchange rate. In 2012,
approximately 57% of our net consolidated revenues and 29% 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.

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) | 
|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 | 
|2012                    |  |                | 14.39 |  |        |  | 12.63 |            |  |  | 13.17         |  |  |  | 12.99 | 



|          |  |                |       |  |        |  |       |            |  |  |                  |  |  |  |       | 
|--------- |  | -------------- | ----- |  | ------ |  | ----- | ---------- |  |  | ---------------- |  |  |  | ----- | 
|          |  | Exchange Rates |       |  |        | 
|Monthly,  |  | High(4)        |       |  | Low(4) |  |       | Average(5) |  |  | End of 
Month(6) | 
|Year 2013 |  |                |       |  |        |  |       |            |  |  |                  |  |  |  |       | 
|January   |  |                | 12.99 |  |        |  | 12.59 |            |  |  | 12.71            |  |  |  | 12.71 | 
|February  |  |                | 12.87 |  |        |  | 12.63 |            |  |  | 12.72            |  |  |  | 12.87 | 
|March     |  |                | 12.83 |  |        |  | 12.35 |            |  |  | 12.55            |  |  |  | 12.35 | 
|April(7)  |  |                | 12.36 |  |        |  | 12.07 |            |  |  | 12.23            |  |  |  | 12.28 | 



|(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 30, 2013.
|--- | -----------------------

On April 30, 2013, the Noon Buying Rate was Ps. 12.1326 = US$1.00 (equivalent to Ps. 1.00 = US$0.0824).



5



---

##### Table of Contents

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, 2012, Grupo TMMs total debt amounted to $10,823.8 million, which includes $9,839.8 million under our
Mexican Peso-Denominated Trust Certificates Program (the Trust Certificates Program), $909.8 million of bank debt owed to several different banks and $74.2 million owed to non-institutional lenders; of this debt, $332.6 million is
short-term debt, and $10,491.2 million is long-term debt. As of March 31, 2013, Grupo TMMs total debt amounted to $10,581.4 million, which includes $9,655.2 million under our Trust Certificates Program, $852.8 million of bank debt owed to
several different banks and $73.4 million owed to non-institutional lenders; of this debt, $239.1 million is short-term debt, and $10,342.3 million is long-term debt. Under IFRS, transaction costs in connection with financings are required to be
accounted for as debt.

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.



6



---

##### Table of Contents

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.

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;
| | - |  | --------------------------------



| |  |  | prepay certain debt;
| | - |  | --------------------



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



| |  |  | carry out certain investments;
| | - |  | ------------------------------



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



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



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



| |  |  | sell assets; 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.



7



---

##### Table of Contents

As of December 31, 2011 and 2012, and March 31, 2013, 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, 2013, approximately 96% 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 2012, the Mexican peso had appreciated approximately 6.9% against the dollar. During 2013 through April 30,
2013, the Mexican peso had appreciated approximately 6.6% 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.

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, 2008, 2009, 2010, 2011
and 2012, 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 periods 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 2009, 2010 and 2012. 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, 2012, we had four product tanker vessel
on time charter to PEMEX Refinación (PER), one product tanker that was not chartered throughout the second half of 2012, and 23 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 2012 we entered into five 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.



8



---

##### Table of Contents

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 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.



9



---

##### Table of Contents

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.

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



10



---

##### Table of Contents

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;
| | - |  | ------------------------------------------------------



| |  |  | 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.



11



---

##### Table of Contents

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;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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 12.5 years as of March 31, 2013, 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.



12



---

##### Table of Contents

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.

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.



13



---

##### Table of Contents

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.

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, 2013, we had 3,241 employees, approximately 43% 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.



14



---

##### Table of Contents

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 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;
| | - |  | ---------------------------



15



---

##### Table of Contents

| |  |  | 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 1.3%, 5.5%, 3.9% and 4.0% in 2008, 2010, 2011 and 2012, respectively and decreased by 6.5% in 2009. GDP growth was slightly lower than the Banco de Mexico Consensus Board(1)estimated for 2012; however, the Banco de Mexico Consensus Board
estimates that GDP in Mexico is expected to grow by approximately 3.4% in 2013, while inflation is expected to be 3.9%. 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.

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.



|(1) | The Banco de
Mexico Consensus Board comprises 33 groups of private analysts and consultants specializing in the Mexican and international economies.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------



16



---

##### Table of Contents

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 7.69%, 5.43%, 4.40%, 4.24% and 4.85% in 2008, 2009, 2010, 2011 and 2012 respectively, and for the three-month period ended March 31, 2013, they averaged 4.35%.

A total of $9,839.8 million 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, 2012, the 28-day TIIE rate was 4.8%, as of March 31, 2013, the
rate was 4.3%, and as of April 30, 2013, the rate was 4.3%.

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. 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.

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:



|                                   |  |  |      |  
|---------------------------------- |  |  | ---- | -
|2008                               |  |  | 6.53 | %
|2009                               |  |  | 3.57 | %
|2010                               |  |  | 4.40 | %
|2011                               |  |  | 3.82 | %
|2012                               |  |  | 3.57 | %
|2013 (three months ended March 31) |  |  | 1.64 | %

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. The change in the governing
party as a result of Mexicos federal presidential and congressional elections last December may result in significant changes in laws, as well as in policies and regulations that could alter Mexicos political and economic situation, and
which



17



---

##### Table of Contents

could consequently affect the Companys operations. 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 2013 Mexicos daily oil production
statistics indicate there has been no significant change compared to 2009-2012 period, production has fallen by more than 500,000 barrels per day compared to 2007 levels and could continue falling in the coming years. Currently, 45% 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.

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



18



---

##### Table of Contents

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 Master Neutral
Investment Trust (Fideicomiso Maestro de Inversion Neutra) (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.

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.

Our ADSs have been delisted from the New York Stock Exchange (NYSE) and are now traded on the over-the-counter (OTC)
market, which may limit the liquidity and price of our ADSs more than if the ADSs were quoted or listed on the NYSE.

At a meeting held on May 22, 2012, the Board of Directors of Grupo TMM, S.A.B. approved, by unanimous consent, the voluntary
delisting of TMMs ADSs from the NYSE. To effect such delisting, the Company submitted Form 25 to the SEC on June 5, 2012. Shortly thereafter, the Companys ADSs were delisted from the NYSE and began to trade on the OTC market under
the ticker symbol GTMAY. Quotation of the ADSs on the OTC market may limit the liquidity and price of the ADSs more than if the ADSs were quoted or listed on the NYSE.



|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



19



---

##### Table of Contents

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.

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. As of March 31, 2013, 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



20



---

##### Table of Contents

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.

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, |        
|                               |  | 2012                                                                        |         |  | 2011 |   |         | 2010 | 
|Maritime Operations            |  | $                                                                           | 2,188.8 |  |      | $ | 2,133.4 |      |  | $ | 2,534.6 | 
|Ports and Terminals Operations |  |                                                                             | 101.2   |  |      |   | 123.7   |      |  |   | 130.2   | 
|Logistics Operations           |  |                                                                             | 992.2   |  |      |   | 1,041.1 |      |  |   | 1,132.5 | 
|Other Business                 |  |                                                                             | 52.5    |  |      |   | 46.7    |      |  |   | 62.0    | 
|                               |  |                                                                             |         |  |      |   |         |      |  |   |         | 
|Total                          |  | $                                                                           | 3,334.7 |  |      | $ | 3,344.9 |      |  | $ | 3,859.3 | 
|                               |  |                                                                             |         |  |      |   |         |      |  |   |         | 

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

Recent Developments

Extension of Harbor Towage Concession in Manzanillo

In December
2006, we obtained an extension by the Port Authorities to provide harbor towage services in the port of Manzanillo, Colima, for eight additional years from January 27, 2007 until January 27, 2015.

In 2007 we were authorized to provide harbor towage services for ten years to LPG vessels to Z Gas del Pacifico, S.A. de C.V.
in Manzanillo, Colima.

As of August 2012, the Federal Electricity Commission (CFE) began liquified natural gas (LNG)
operations in the port of Manzanillo. Such operations require the towing service at Manzanillo terminal, which we provide.

Delisting of ADSs from the NYSE; Commencement of Trading on OTC Market

On May 2, 2012, we announced our financial results for the first quarter of 2012. When our financial results were converted to U.S.
dollars at the exchange rate in effect at the end of the first quarter, the results showed that we had fallen below the NYSEs continued listing standards for average global market capitalization and stockholders equity. On May 22,
2012, Grupo TMMs Board of Directors approved a resolution authorizing the voluntary delisting of TMMs ADSs from the NYSE.



21



---

##### Table of Contents

On May 23, 2012, we issued a press release announcing the Board of Directors
decision to voluntarily delist TMMs ADSs from the NYSE, and explaining that the decision was based on a careful review of the circumstances, including the volatility of the exchange rate between U.S. dollars and Mexican pesos, which created
uncertainty regarding TMMs ability to satisfy the NYSEs continued listing standards going forward. In addition, the Companys Board of Directors cited the low trading volume in TMMs ADSs and the compliance costs associated
with maintaining a U.S. listing.

On June 5, 2012, the Company filed a Form 25 with the SEC to initiate the delisting of
its ADSs from the NYSE. The delisting became effective on June 15, 2012, and on June 18, 2012, TMMs ADSs began trading on the OTC market under the ticker symbol GTMAY.

TMMs ADSs continue to be registered in the United States under the U.S. Securities Exchange Act of 1934 and TMMs nominative
common shares underlying the ADSs continue to be traded in Mexico on the Bolsa Mexicana de Valores (the Mexican Stock Exchange).

See Item 9. The Offer and Listing  Delisting of ADSs from the NYSE; Commencement of Trading on OTC Market.

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 $54.3 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 US$5.2 million dollars (approximately Ps. 67.5 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, 2012, the Company had reserved the amount of the deposit and also created an additional allowance for potential legal fees associated with this case. Both items are reported in other expenses  net for the year ended
December 31, 2012.

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.



22



---

##### Table of Contents

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 US$86.5 million (approximately Ps. 1,206.5 million) (the Purchased Certificates) from Deutsche Bank AG London.

As described below, pursuant to a separate agreement between VEX and Grupo TMM, all but US$6 million (approximately Ps. 83.7
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.

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 US$41,181,715.53 (approximately Ps. 574.4 million), or US$0.88 (approximately
Ps. 12.3) per Share (equivalent to $US4.40 (approximately Ps. 61.4) 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 US$27,103,065.52 in cash (approximately Ps. 378.0 million), a five-year promissory
note from Grupo TMM in the principal amount of US$12,250,000.00 (approximately Ps. 170.9 million), and subordinated trust certificates issued under the Securitization Facility with a face amount of US$6,000,000.00 (approximately Ps. 83.7 million).
In May 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 US$9.1 million (approximately Ps. 126.9 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.



23



---

##### Table of Contents

We closed our fourth issuance of trust certificates under the program on July 29, 2010,
which by the General Shareholders Meeting resolutions on April 30, 2010 was increased to 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 US$14.0 million (approximately $152.7 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.

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.



24



---

##### Table of Contents

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.

FSIV Isla San Diego. On July 30 2012, we entered into an agreement for the purchase from Gulf-Mark Americas Inc.
of an offshore FSIV. This FSIV was delivered in August 2012. The purchase of this vessel was financed by the fourth tranche of our Trust Certificates Program.

Charter of Additional Vessel

AHTS Subsea
88. On August 24, 2012, we were awarded a bareboat charter contract with Subsea Petroleum Services, S.A.E. of one. It was delivered on August 2012. This vessel has been incorporated into our offshore services to Petroleos Mexicanos
(PEMEX).

Sale of Three Vessels

As part of the Companys plan to modernize its fleet, the Company has sold some of its older offshore vessels in recent years: (i) on January 31, 2012, we sold Supply Tug Isla
Montague to Naviera Armamex S.A. de C.V.; (ii) on December 18, 2012, we sold Supply Tug Isla Cozumelto Grupo EVYA S.A. de C.V. and (iii) on March 13, 2013, we sold Supply Tug Isla del
Carmen to Gulf Marines Contractors S. de R.L. de CV.

SSA Claims

In July 2006, February 2007 and May 2012, 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.

On March 6,
2009, the Arbitral Tribunal resolved the claim submitted to arbitration, and ordered Grupo TMM to pay SSA $30.8 million 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 $2.4 million. This settlement agreement supersedes the
agreements entered into in 2009.

On January 10, 2013, we were officially notified by the ICC of arbitration proceedings
with respect to the claim submitted in May 2012, which related to payments made by SSA to a law firm regarding a tax proceeding with the



25



---

##### Table of Contents

tax authorities in Mexico and which related to the trademark of Servicios en Puertos y Teminales. The specifics of the claim have not been provided to the Company. The arbitration proceeding is
in its initial stages and an arbitration panel has been chosen.

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 $60
million.

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
2010-2012(a)                 |        
|                    |  | As of December 31,(in millions of
Dollars) |        
|                    |  | 2012                                       |         |   | 2011 |     |         | 2010 | 
|Total Exports       |  | US$                                        | 370,915 |   |      | US$ | 349,676 |      |  | US$ | 298,361 |  
|                    |  |                                            |        
|Total Imports       |  | US$                                        | 370,752 |   |      | US$ | 350,842 |      |  | US$ | 301,482 |  
|Total Trade Flows   |  | US$                                        | 741,666 |   |      | US$ | 700,518 |      |  | US$ | 599,843 |  
|Growth RateExports |  |                                            | 6.1     | % |      |     | 17.2    | %    |  |     | 29.8    | %
|Growth RateImports |  |                                            | 5.7     | % |      |     | 16.4    | %    |  |     | 28.6    | %
|Growth RateTotal   |  |                                            | 5.9     | % |      |     | 16.8    | %    |  |     | 29.2    | %
|Growth RateGDP(b)  |  |                                            | 4.0     | % |      |     | 3.9     | %    |  |     | 5.5     | %



|(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 2003
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) 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 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.



26



---

##### Table of Contents

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.

During 2012 we (i) entered into an agreement for the purchase of a fast support intervention vessel which was delivered in August
2012 and (ii) were awarded a bareboat charter contract for a an anchor handling tug supply vessel with Subsea Petroleum Services, S.A.E. for a two hundred forty-day period.

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 $27.3
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 2012.

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 2012, 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 reducing the amount of the total debt expressed in U.S. dollars.



27



---

##### Table of Contents

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 66% of consolidated
revenues for the year 2012, 64% for the year 2011, and 66% for the year 2010.

Fleet Management

As of March 31, 2013, 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, 38 are owned tonnage (five product tankers, 26 offshore vessels, two parcel tankers and five tugboats) and three are chartered units (one offshore, one parcel tanker and one tugboat).

The table below sets forth information as of March 31, 2013, 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 |  |                                     |  | 35.2  |                                         |  |  |        | ** |  |  | 5,396 |   
|Product tankers  |  |                  | 5  |  |                                     |  | 231.3 |                                         |  |  | 253.1  |    |  |  |       | **
|Parcel tankers   |  |                  | 3  |  |                                     |  | 40.9  |                                         |  |  | 43.9   |    |  |  |       | **
|Tug boats        |  |                  | 6  |  |                                     |  | 2.6   |                                         |  |  |        | ** |  |  | 4,580 |   
|                 |  |                  |    |  |                                     |  |       |                                         |  |  |        |    |  |  |       |   
|Total            |  |                  | 41 |  |                                     |  | 310.0 |                                         |  |  | 297.0  |    |  |  |       |   
|                 |  |                  |    |  |                                     |  |       |                                         |  |  |        |    |  |  |       |   



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

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



28



---

##### Table of Contents

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 2013, TMMs offshore fleet
represented 5.8% of Mexicos offshore fleet. As of March 31, 2013, 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 three short-term contracts with PEMEX and one tanker which was not chartered
throughout the second half of 2012.

Set forth below is information regarding our product tanker fleet as of March 31,
2013:



|                                  |  |      |  |                 |  |      |    |     |        |  |        |               |  |  |         |  |  |           |    |  |  |      
|--------------------------------- |  | ---- |  | --------------- |  | ---- | -- | --- | ------ |  | ------ | ------------- |  |  | ------- |  |  | --------- | -- |  |  | -----
|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 |  |  |     
|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.

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



29



---

##### Table of Contents

owned vessels and one time-chartered vessel. We transported 762 thousand tons of chemical products in our parcel tankers during 2012, 798 thousand tons during 2011, and 1.1 million
tons during 2010. Our primary customers for our parcel tanker services include major oil and chemical companies.

Set forth
below is information regarding our parcel tankers as of March 31, 2013:



|       |  |                  |  |      |  |        |       |  |      |  |      |       |  |  |        |  |  |                  |        |  |  |  |        | 
|------ |  | ---------------- |  | ---- |  | ------ | ----- |  | ---- |  | ---- | ----- |  |  | ------ |  |  | ---------------- | ------ |  |  |  | ------ | 
|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 | 
|Vale   |  | Singapore        |  | 2007 |  |        | 128.6 |  |      |  | 21.7 |       |  |  | 8.7    |  |  |                  | 13.061 |  |  |  | 13.061 | 
|       |  |                  |  |      |  |        |       |  |      |  |      |       |  |  |        |  |  |                  |        |  |  |  |        | 
|       |  |                  |  |      |  |        |       |  |      |  |      |       |  |  | Total  |  |  |                  | 40,712 |  |  |  | 43,963 | 
|       |  |                  |  |      |  |        |       |  |      |  |      |       |  |  |        |  |  |                  |        |  |  |  |        | 



|(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, 2013 we were operating five owned
vessels in this port, and one time-charter vessel.

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, COAs or other transportation agreements tailored
to the shippers requirements. In 2012, our ten largest customers accounted for approximately 90% and 57% 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.

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, fuel and 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.



30



---

##### Table of Contents

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 were granted a two-year permit (renewable for an additional two years) to conduct vessel loading and unloading. In September of
2012, the permit was extended for four years and is renewable for an additional four years. Ports and Terminals operations accounted for 3% of consolidated revenues in 2012, 4% in 2011 and 3% in 2010.

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 |  | September 24, 2012 |  | 4 years (with the possibility of extension for 4 years)               



31



---

##### Table of Contents

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 2012, we handled 89,187
automobile exports for Volkswagen, Chrysler and Nissan to South America and Asia, reflecting a decrease of 1% from 2011, when we handled approximately 90,325 automobiles at our terminal.

Acapulco is one of the main tourist ports in Mexico. During 2012, we had 9 cruise ship calls, which represents an 89% decrease from 81
calls in 2011.

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 to conduct vessel loading and unloading operations in the public berths at the port of Tampico. In September 2012, the permit was extended for four years
and is renewable for an additional four years. 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 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;



32



---

##### Table of Contents

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 24% of consolidated revenues in 2012, 31% in 2011 and 29% in 2010.

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 225 trucks. We currently provide dedicated trucking services to
several major manufacturers and retailers including Jumex, Unilever and Home Depot.

Our over-the-road units provide trucking
services are also offered to various customers in the spot market, thus increasing the productivity of the fleet with a direct benefit to our customers through joint synergies in high-traffic routes of goods.

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.

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.



33



---

##### Table of Contents

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.

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.

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 Corporate Overhead and Other 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.,
Mantenimiento Express Marítimo, S.R.L. 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 Caribbean Tankers, Inc.



34



---

##### Table of Contents

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 Blue Marine Cargo, 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.

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.



35



---

##### Table of Contents

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.)

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;
| | - |  | --------------------------------------------------------------------------------------



36



---

##### Table of Contents

| |  |  | 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 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.



37



---

##### Table of Contents

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.

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



38



---

##### Table of Contents

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, 2013, 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.

Concession Rights and Related Assets as summarized below:



|                                         |  |                          |         |   |      |   |         |                                   |  |  |    |  
|---------------------------------------- |  | ------------------------ | ------- | - | ---- | - | ------- | --------------------------------- |  |  | -- | -
|                                         |  | Years Ended December 31, |         |   |      |  
|                                         |  | 2012                     |         |   | 2011 |   |         | EstimatedAmortizationLife
(Years) | 
|                                         |  | (In thousands of Pesos)  |         |   |      |  
|API Acapulco                             |  | $                        | 94,607  |   |      | $ | 94,607  |                                   |  |  | 10 |  
|Tugboats in the port of Manzanillo       |  |                          | 30,266  |   |      |   | 30,266  |                                   |  |  |    | *
|                                         |  |                          |         |   |      |   |         |                                   |  |  |    |  
|                                         |  |                          | 124,873 |   |      |   | 124,873 |                                   |  |  |    |  
|Accumulated amortization                 |  |                          | (92,706 | ) |      |   | (88,930 | )                                 |  |  |    |  
|                                         |  |                          |         |   |      |   |         |                                   |  |  |    |  
|Concession rights and related assetsnet |  | $                        | 32,167  |   |      | $ | 35,943  |                                   |  |  |    |  
|                                         |  |                          |         |   |      |   |         |                                   |  |  |    |  



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



39



---

##### Table of Contents

Property, Plant and Equipment are summarized below:



|                                        |  |                          |           |  |      |   |            |                                      |  |            
|--------------------------------------- |  | ------------------------ | --------- |  | ---- | - | ---------- | ------------------------------------ |  | -----------
|                                        |  | Years Ended December 31, |           |  |     
|                                        |  | 2012                     |           |  | 2011 |   |            | Estimated Total
Useful Lives
(Years)
|                                        |  | (In thousands of Pesos) 
|Vessels                                 |  | $                        | 7,350,720 |  |      | $ | 7,634,540  |                                      |  | 25         
|Shipyard                                |  |                          | 57,979    |  |      |   |            |                                      |  | 40         
|Drydocks (major vessel repairs)         |  |                          | 107,760   |  |      |   | 83,267     |                                      |  | 2.5        
|Buildings and installations             |  |                          | 230,774   |  |      |   | 248,323    |                                      |  | 20 and 25  
|Warehousing equipment                   |  |                          | 5,753     |  |      |   | 8,326      |                                      |  | 10         
|Computer equipment                      |  |                          | 1,436     |  |      |   | 4,603      |                                      |  | 3 and 4    
|Terminal equipment                      |  |                          | 7,926     |  |      |   | 8,773      |                                      |  | 10         
|Ground transportation equipment         |  |                          | 212,484   |  |      |   | 263,748    |                                      |  | 4, 5 and 10
|Other equipment                         |  |                          | 11,989    |  |      |   | 13,657     |                                      |  |            
|                                        |  |                          |           |  |      |   |            |                                      |  |            
|                                        |  | $                        | 7,986,821 |  |      | $ | 8,265,237  |                                      |  |            
|Land                                    |  |                          | 1,401,551 |  |      |   | 1,376,460  |                                      |  |            
|Construction in progress                |  |                          | 328,281   |  |      |   | 371,006    |                                      |  |            
|                                        |  |                          |           |  |      |   |            |                                      |  |            
|Total Property, Plant and Equipmentnet |  | $                        | 9,716,653 |  |      | $ | 10,012,703 |                                      |  |            
|                                        |  |                          |           |  |      |   |            |                                      |  |            

On January 30, 2012, the Company acquired a shipyard in the port of Tampico for $54.3 million. The
shipyard is focused on ship repair and has two floating docks with capacity of 3,000 metric tons.

As of December 31,
2012, 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 $1,209.7 million from the revaluation of fixed assets as follows: land $1,154.0 million; buildings and
facilities $58.5 million; and construction in progress $(2.8) million. See Note 3j to the accompanying Audited Consolidated Financial Statements contained elsewhere herein.



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

None.



|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.



40



---

##### Table of Contents

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 capabilities. 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 Item 4. Information on the Company  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 US$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 Item 4. Information on the Company  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 Item 4. Information on the Company  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 US$9.1 million outstanding on our US$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, 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 US$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 2013, 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 Item 4. Information on the Company  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 Item 4. Information on the Company  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 US$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 US$4.8 million (Ps.
60 million).
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



41



---

##### Table of Contents

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, |        
|                                     |  | 2012                    |         |   | 2011 |   |         | 2010 | 
|                                     |  | (In millions of Pesos)  |        
|Consolidated Transportation Revenues |  |                         |         |   |      |   |         |      |  |   |         |  
|Maritime Operations                  |  | $                       | 2,188.8 |   |      | $ | 2,133.4 |      |  | $ | 2,534.6 |  
|Ports and Terminals Operations       |  |                         | 101.2   |   |      |   | 123.7   |      |  |   | 130.2   |  
|Logistics Operations                 |  |                         | 992.2   |   |      |   | 1,041.1 |      |  |   | 1,132.5 |  
|Intercompany revenues                |  |                         | 52.5    |   |      |   | 46.7    |      |  |   | 62.0    |  
|                                     |  |                         |         |   |      |   |         |      |  |   |         |  
|Total                                |  | $                       | 3,334.7 |   |      | $ | 3,344.9 |      |  | $ | 3,859.3 |  
|                                     |  |                         |         |   |      |   |         |      |  |   |         |  
|Income on Transportation             |  |                         |         |   |      |   |         |      |  |   |         |  
|Maritime Operations                  |  | $                       | 442.9   |   |      | $ | 518.9   |      |  | $ | 755.8   |  
|Ports and Terminals Operations       |  |                         | (3.8    | ) |      |   | 27.8    |      |  |   | 46.2    |  
|Logistics Operations                 |  |                         | (103.1  | ) |      |   | (107.3  | )    |  |   | (178.7  | )
|Shared corporate costs               |  |                         | (185.2  | ) |      |   | (199.3  | )    |  |   | (186.7  | )
|                                     |  |                         |         |   |      |   |         |      |  |   |         |  
|Total                                |  | $                       | 150.8   |   |      | $ | 240.1   |      |  | $ | 436.6   |  
|                                     |  |                         |         |   |      |   |         |      |  |   |         |  

Fiscal Year ended December 31, 2012 Compared to Fiscal Year ended December 31, 2011

Revenues from operations for the year ended December 31, 2012 were $3,334.7 million compared to $3,344.9 million
for the year ended December 31, 2011.



|                               |  |                                                                             |         |  |                  |  |       |      |  |   |                  |  |  |                        |       |   |  |  |       |   
|------------------------------ |  | --------------------------------------------------------------------------- | ------- |  | ---------------- |  | ----- | ---- |  | - | ---------------- |  |  | ---------------------- | ----- | - |  |  | ----- | --
|                               |  | Consolidated Transportation Revenues($
in millions)Years Ended December 31, |        
|                               |  | 2012                                                                        |         |  | % of NetRevenues |  |       | 2011 |  |   | % of NetRevenues |  |  | Y2012 vs.Y2011% Change |      
|Ports and Terminals Operations |  | $                                                                           | 101.2   |  |                  |  | 3.0   | %    |  | $ | 123.7            |  |  |                        | 3.7   | % |  |  | (18.2 | )%
|Maritime Operations            |  |                                                                             | 2,188.8 |  |                  |  | 65.6  | %    |  |   | 2,133.4          |  |  |                        | 63.8  | % |  |  | 2.6   | % 
|Logistics Operations           |  |                                                                             | 992.2   |  |                  |  | 29.8  | %    |  |   | 1,041.1          |  |  |                        | 31.1  | % |  |  | (4.7  | )%
|Intercompany Revenues(*)       |  |                                                                             | 52.5    |  |                  |  | 1.6   | %    |  |   | 46.7             |  |  |                        | 1.4   | % |  |  | 12.5  | % 
|                               |  |                                                                             |         |  |                  |  |       |      |  |   |                  |  |  |                        |       |   |  |  |       |   
|Total                          |  | $                                                                           | 3,334.7 |  |                  |  | 100.0 | %    |  | $ | 3,344.9          |  |  |                        | 100.0 | % |  |  | (0.3  | )%
|                               |  |                                                                             |         |  |                  |  |       |      |  |   |                  |  |  |                        |       |   |  |  |       |   



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



42



---

##### Table of Contents

Ports and Terminals Operations

Ports and Terminals Operations revenues decreased 18.2% to $101.2 million for the year ended December 31, 2012 compared to
$123.7 million for the year ended December 31, 2011, and accounted for 3.0% of total net revenues. This decrease is mainly due to a decrease in volumes in the cruise segment in Acapulco (9 in 2012 vs. 81 in 2011), which is a result of changes
in Pacific cruise routes to other destinations because of the current security concerns that exist in this port, as well as a reduction of revenue at shipping agencies due to lower volumes.

Maritime Operations

Maritime Operations revenues increased 2.6% to $2,188.8 million in 2012 compared to $2,133.4 million in 2011 and accounted for 65.6% of total net revenues. This increase was mainly attributable to
an increase in the number of our offshore vessels in operation, productivity and utilization. In addition, revenues from our tugboat business increased due to the provision of tug services to a new Liquefied Natural Gas terminal at Manzanillo in
March of 2012 and our purchase of IDN, a company that holds a concession to operate a shipyard in the port of Tampico.

Logistics Operations

Logistics Operations revenues decreased 4.7% to $992.2 million in 2012 compared to $1,041.1 million in 2011 and accounted for 29.8% of total net revenues. This decrease was mainly attributable to
changes in the Automobile business, including the closing of unprofitable operations, such as Cerveceria Modelo and Comercial Mexicana, the discontinuation of refrigerated equipment operations, and a decrease in the warehouse, storage business.

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, 2012 increased 2.6% to $3,183.9 million from $3,104.7 million for the year ended December 31, 2011. This increase was mainly attributable
to an increase of 2.9%, or $18.1 million, in leases and other rents, a decrease of 8.4%, or $40.7 million, in contracted services, an increase of 11.5%, or $92.7 million, in salaries, wages and employee benefits, and an increase of 8.82%, or $56.1
million, in depreciation and amortization. Operating income increased 91.7% to $124.4 million for the year ended December 31, 2012 from an operating income of $64.9 million for the year ended December 31, 2011.

The following table sets forth information concerning the Companys operating income by business segment for the year ended
December 31, 2012.



|                               |  |                                                                                           |        |   |      |   |        |                        |  |  |        |   
|------------------------------ |  | ----------------------------------------------------------------------------------------- | ------ | - | ---- | - | ------ | ---------------------- |  |  | ------ | --
|                               |  | Grupo TMM OperationsIncome on
Transportation (1)(2)($ in
millions)Year Ended December 31, |       
|                               |  | 2012                                                                                      |        |   | 2011 |   |        | Y2012 vs.Y2011% Change | 
|Ports and Terminals Operations |  | $                                                                                         | (3.8   | ) |      | $ | 27.8   |                        |  |  | (113.6 | )%
|Maritime Operations            |  |                                                                                           | 442.9  |   |      |   | 518.9  |                        |  |  | (14.6  | )%
|Logistics Operations           |  |                                                                                           | (103.1 | ) |      |   | (107.3 | )                      |  |  | 3.9    | % 
|Shared Corporate Costs         |  |                                                                                           | (185.2 | ) |      |   | (199.3 | )                      |  |  | (7.0   | )%
|                               |  |                                                                                           |        |   |      |   |        |                        |  |  |        |   
|Total                          |  | $                                                                                         | 150.8  |   |      | $ | 240.1  |                        |  |  | (37.2  | )%
|                               |  |                                                                                           |        |   |      |   |        |                        |  |  |        |   



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



43



---

##### Table of Contents

|(2) | To better reflect Grupo TMMs corporate costs, the Company modified the presentation of its corporate expenses as of December 31, 2012 and
2011, 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 2012: $23.6 million in
Ports and Terminals Operations, $92.3 million in Maritime Operations, $112.3 in Logistics Operations and $172.0 in shared corporate costs. In 2011: $22.4 million in Ports and Terminals Operations, $84.5 million in Maritime Operations, $119.3 million
in Logistics Operations and $186.4 million in shared corporate costs.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Ports and Terminals Operations

Ports and Terminals Operations incurred an operating loss for the year ended December 31, 2012 of $3.8
million, after deducting $23.6 million of administrative costs, compared to $27.8 million, after deducting $22.9 million of administrative costs, for the year ended December 31, 2011. The operating loss was primarily due to an 89% reduction in
cruise ship activity at Acapulco.

Maritime Operations

Maritime Operations operating income for the year ended December 31, 2012 decreased to $442.9 million, after deducting $92.3
million of administrative costs, compared to $518.9 million, after deducting $85.0 million of administrative costs, for the year ended December 31, 2011. This decrease was mainly due to low revenue related to the product tanker business, the
fact that one tanker was unused throughout the second half of 2012, and costs associated with one time-chartered offshore vessel.

Logistics Operations

Logistics Operations incurred an operating
loss for the year ended December 31, 2012 of $103.1 million, after deducting $112.3 million of administrative costs, compared to a loss of $107.3 million, after deducting $131.0 million of administrative costs, for the year ended
December 31, 2011. Operating losses in 2012 decreased slightly due to increased volumes and rates in the automotive segment by 24.8% compared with 2011.

Net Financing Cost



|                   |  |                                        |       |  |      |   |        |                       |  |  |       |  
|------------------ |  | -------------------------------------- | ----- |  | ---- | - | ------ | --------------------- |  |  | ----- | -
|                   |  | ($ in millions)Year Ended
December 31, |      
|                   |  | 2012                                   |       |  | 2011 |   |        | Y2012vs.Y2011% Change | 
|Net Financing Cost |  | $                                      | 896.8 |  |      | $ | (167.8 | )                     |  |  | 634.4 | %

Net financing cost recognized during the year ended December 31, 2012 was a $896.8 million debit
compared to a $167.8 million credit incurred during the year ended December 31, 2011. The net financing cost in 2012 included a net exchange gain of $41.0 million and in 2011 included a net exchange gain of $1,164.4 million as a result of
fluctuations in the relative value of the peso against the dollar. Interest expense decreased $53.6 million in 2012. In 2012, the Company paid approximately $540.7 million pesos of its Trust Certificates debt, including a principal prepayment of
$15.4 million pesos. The variation resulted from the change in functional and reporting currency from Dollars to Pesos, eliminating in 2012 the currency exchange variation resulting from our Peso-denominated debt.



44



---

##### Table of Contents

Other Expenses  Net



|                     |  |                                        |       |   |      |   |        |                       |  |  |       |   
|-------------------- |  | -------------------------------------- | ----- | - | ---- | - | ------ | --------------------- |  |  | ----- | --
|                     |  | ($ in millions)Year Ended
December 31, |      
|                     |  | 2012                                   |       |   | 2011 |   |        | Y2012vs.Y2011% Change | 
|Other expenses  net |  | $                                      | (26.4 | ) |      | $ | (175.3 | )                     |  |  | (84.9 | )%

Other expenses  net for the year ended December 31, 2012 was $26.4 million and included
primarily $74.2 million in gain on the purchase of the Tampico shipyard and $100 million of costs related to the resolution of certain tax proceedings. Other expenses  net for the year ended December 31, 2011 was $175.3 million and
included primarily $129.5 million in goodwill impairment charges, $83.6 million in reserves for prepayment and arbitration expenses and $28.5 million in charges related to cancellation of ferriage. (See Notes 18 and 24(b)(V) to the accompanying
Audited Consolidated Financial Statements contained elsewhere herein).

Expenses from Income Taxes



|                           |  |                                        |     |  |      |   |      |                       |  |  |       |   
|-------------------------- |  | -------------------------------------- | --- |  | ---- | - | ---- | --------------------- |  |  | ----- | --
|                           |  | ($ in millions)Year Ended
December 31, |    
|                           |  | 2012                                   |     |  | 2011 |   |      | Y2021vs.Y2011% Change | 
|Expenses from income taxes |  | $                                      | 8.8 |  |      | $ | 41.1 |                       |  |  | (78.6 | )%

In the year ended December 31, 2012, we incurred a tax expense of $8.8 million compared to $41.1
million for the year ended December 31, 2011. The decrease in 2012 was due primarily to the application of certain tax benefits.

Non-controlling Interest



|                         |  |                                        |     |  |      |   |      |                       |  |  |       |   
|------------------------ |  | -------------------------------------- | --- |  | ---- | - | ---- | --------------------- |  |  | ----- | --
|                         |  | ($ in millions)Year Ended
December 31, |    
|                         |  | 2012                                   |     |  | 2011 |   |      | Y2011vs.Y2010% Change | 
|Non-controlling interest |  | $                                      | 5.3 |  |      | $ | 12.5 |                       |  |  | (57.6 | )%

Non-controlling interest decreased to $5.3 million for the year ended December 31, 2012, from $12.5
million for the year ended December 31, 2011. 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, |       
|                                                                         |  | 2012                                   |        |   | 2011 |   |       | Y2011vs.Y2010% Change | 
|Net Income (Loss) for the year attributable to stockholders of Grupo TMM |  | $                                      | (786.4 | ) |      | $ | 179.0 |                       |  |  | (539.3 | )%

In the year ended December 31, 2012, we recognized a net loss of $786.4 million, or $7.6 per Share.
In the year ended December 31, 2011, we recognized net income of $179.0 million, or $1.9 per Share.



45



---

##### 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 $3,345 million compared
to $3,860 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 |  | $                                                                           | 123.7   |  |                  |  | 3.7   | %    |  | $ | 130.2            |  |  |                        | 3.4   | % |  |  | (5.0  | )%
|Maritime Operations            |  |                                                                             | 2,133.4 |  |                  |  | 63.8  | %    |  |   | 2,534.6          |  |  |                        | 65.7  | % |  |  | (15.8 | )%
|Logistics Operations           |  |                                                                             | 1,041.1 |  |                  |  | 31.1  | %    |  |   | 1,132.5          |  |  |                        | 29.3  | % |  |  | (8.1  | )%
|Intercompany Revenues (*)      |  |                                                                             | 46.7    |  |                  |  | 1.4   | %    |  |   | 62.0             |  |  |                        | 1.6   | % |  |  | (24.6 | )%
|                               |  |                                                                             |         |  |                  |  |       |      |  |   |                  |  |  |                        |       |   |  |  |       |   
|Total                          |  | $                                                                           | 3,344.9 |  |                  |  | 100.0 | %    |  | $ | 3,859.3          |  |  |                        | 100.0 | % |  |  | (13.3 | )%
|                               |  |                                                                             |         |  |                  |  |       |      |  |   |                  |  |  |                        |       |   |  |  |       |   



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

Ports and Terminals Operations

Ports and Terminals Operations
revenues decreased 5.0% to $123.7 million for the year ended December 31, 2011 compared to $130.2 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 15.8% to $2,133.4 million in 2011 compared to $2,534.6 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 time-charter vessel, and an increase in the number of vessels
undergoing scheduled drydock maintenance in 2011 as compared to 2010. In addition, revenues from our parcel tanker business decreased due to a reduction in transport volumes.

Logistics Operations

Logistics Operations revenues decreased
8.1% to $1,041.1 million in 2011 compared to $1,132.5 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 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 9.3% to $3,104.7 million from $3,422.8 million for the year
ended December 31, 2010. This decrease was mainly attributable to a decrease of 14.9%, or $108.0 million, in leases and other rents, a decrease of 12.2%, or $67.5 million, in contracted services, a decrease of 6.4%, or $54.9 million, in
salaries, wages and employee benefits, and a decrease of 11.7%, or $84.8 million, in depreciation and amortization. Operating income decreased 82.5% to $64.9 million for the year ended December 31, 2011 from an operating income of $371.5
million for the year ended December 31, 2010.



46



---

##### 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 |  | $                                                                                         | 27.8   |   |      | $ | 46.2   |                        |  |  | (39.8 | )%
|Maritime Operations            |  |                                                                                           | 518.9  |   |      |   | 755.8  |                        |  |  | (31.3 | )%
|Logistics Operations           |  |                                                                                           | (107.3 | ) |      |   | (178.7 | )                      |  |  | (40.0 | )%
|Shared Corporate Costs         |  |                                                                                           | (199.3 | ) |      |   | (186.7 | )                      |  |  | 6.7   | % 
|                               |  |                                                                                           |        |   |      |   |        |                        |  |  |       |   
|Total                          |  | $                                                                                         | 240.1  |   |      | $ | 436.6  |                        |  |  | (45.0 | )%
|                               |  |                                                                                           |        |   |      |   |        |                        |  |  |       |   



|(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: $22.4 million in
Ports and Terminals Operations, $84.5 million in Maritime Operations, $119.3 million in Logistics Operations and $187.6 million in shared corporate costs; and In 2010: $20.2 million in Ports and Terminals Operations, $78.3 million in Maritime
Operations, $131.4 million in Logistics Operations and $194.6 million in shared corporate costs.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Ports and Terminals Operations

Ports and Terminals Operations operating income for the year ended December 31, 2011 decreased to $27.8 million, after deducting $22.4 million of administrative costs, compared to $46.2
million, after deducting $20.2 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 $518.9 million, after deducting $84.5 million of administrative costs, compared to $755.8 million, after
deducting $78.3 million of administrative costs, for the year ended December 31, 2010. This decrease was mainly due a reduction in revenue resulting from the sale of two vessels, costs associated with the redelivery of one time-charter vessel,
the scheduled maintenance in drydock of 16 vessels, 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 $107.3 million, after deducting $130.5 million of administrative costs, compared to a loss of $178.7 million, after deducting $147.8 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.



47



---

##### Table of Contents

Net Financing Cost



|                   |  |                                        |        |   |      |   |         |                       |  |  |        |   
|------------------ |  | -------------------------------------- | ------ | - | ---- | - | ------- | --------------------- |  |  | ------ | --
|                   |  | ($ in millions)Year Ended
December 31, |       
|                   |  | 2011                                   |        |   | 2010 |   |         | Y2011vs.Y2010% Change | 
|Net Financing Cost |  | $                                      | (167.8 | ) |      | $ | 1,366.5 |                       |  |  | (112.3 | )%

Net financing cost recognized during the year ended December 31, 2011 was a $167.8 million credit,
compared to a $1,366.5 million expense incurred during the year ended December 31, 2010. The net financing cost in 2011 included a net exchange gain of $1,164.4 million and in 2010 included a net exchange loss of $481.7 million as a result of
fluctuations in the relative value of the peso against the dollar. Interest expense increased $69.6 million in 2011 mainly due to additional amortization related to the repurchase in May 2011 of 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 |   |       | Y2011vs.Y2010% Change | 
|Other expenses  net |  | $                                      | (175.3 | ) |      | $ | (65.0 | )                     |  |  | 169.7 | %

Other expenses  net for the year ended December 31, 2011 was $175.3 million and included
primarily $129.5 million in goodwill impairment charges, $83.6 million in reserves for prepayment and arbitration expenses and $28.5 million related to cancellation of ferriage. Other expenses  net for the year ended December 31, 2010 was
$65.0 million and included primarily a $32.6 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 |   |      | Y2011vs.Y2010% Change | 
|Expenses from income taxes |  | $                                      | 41.1 |  |      | $ | 10.3 |                       |  |  | 299.0 | %

In the year ended December 31, 2011 we incurred a tax expense of $41.1 million, compared to a tax
expense of $10.3 million reported for the year ended December 31, 2010.

Non-controlling Interest



|                         |  |                                        |      |  |      |   |      |                       |  |  |       |   
|------------------------ |  | -------------------------------------- | ---- |  | ---- | - | ---- | --------------------- |  |  | ----- | --
|                         |  | ($ in millions)Year Ended
December 31, |     
|                         |  | 2011                                   |      |  | 2010 |   |      | Y2011vs.Y2010% Change | 
|Non-controlling interest |  | $                                      | 12.5 |  |      | $ | 20.8 |                       |  |  | (39.9 | )%



48



---

##### Table of Contents

Non-controlling interest decreased to $12.5 million for the year ended December 31,
2011, from $20.8 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 |   |          | Y2011vs.Y2010% Change | 
|                                                                         |  |                                        |      
|Net Income (Loss) for the year attributable to stockholders of Grupo TMM |  | $                                      | 179.0 |  |      | $ | (1,026.1 | )                     |  |  | 117.4 | %

In the year ended December 31, 2011, we recognized net income of $179.0 million, or $1.9 per Share.
In the year ended December 31, 2010, we recognized a net loss of $1,026.1 million, or $9.9 per Share.

Critical Accounting Policies

Our Financial Statements have been prepared in accordance with the IFRS as issued by the 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,
conversion to a foreign currency, deferred income taxes, labor obligations and impairment of long-lived assets. 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.

Conversion to a Foreign
Currency. As a result of changes in the economic environment and the fact that the operations of Grupo TMM are currently concentrated in Mexico, as of January 1, 2012, the Company decided to change its operating currency and reporting from
US dollars to Mexican pesos. The procedures for converting the operating currency were applied prospectively as of said date, as follows:



| |  |  | All asset and liability lines for each statement of financial position for 2011 and 2010 were converted to the new operating currency using the
exchange rate of $13.9476 and $12.3817 Mexican pesos per US dollar, respectively.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In the case of non-monetary lines, the amounts were converted on this date based on their corresponding historic costs.
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | The revenue and costs contained in each consolidated statement of operations and comprehensive income were converted using the exchange rates in effect
for the relevant transaction dates.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | All resulting exchange differences were reported in the comprehensive income as part of the Conversion balance.
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | The translation effect in the year of the non-cash items originated in pesos (fixed assets, intangible assets and prepaid expenses) in the year is
originated by the difference in its historical original value and the translation of such items at an exchange rate of 13.9476 pesos/dollar, when registering such items at its historical value in pesos.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



49



---

##### Table of Contents

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.

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. Other compensation based on length of service to which employees may be entitled in the case of retirement and also dismissals of
personnel aged 55 and over , in accordance with the Federal Labor Law, are provided for based on an actuarial computation, in accordance with IAS 19 Employee Benefits. As of January 1, 2012, Grupo TMM has decided to voluntarily
cancel its accounting policy on the reserve for severance pay resulting from dismissals of personnel under 55 years of age, as this benefit has been withdrawn and as possible future restructuring costs will no longer involve the payment of these
benefits on termination of employment. The effects of this change in policy were applied retrospectively. The retrospective effects for 2011 resulted in a charge to operations of $10.0 million, cancellation of a liability for $7.3 million, and a
benefit to accrued earnings of $17.3 million; for 2010 they resulted in a charge to operations of $8.1 million, cancellation of a liability for $7.8 million, and a benefit to accrued earnings of $15.8 million.

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, 2012, there were no impairment losses as the recoverable values for the long-lived assets were
significantly higher than their book values. For the year ended December 31, 2011, an impairment



50



---

##### Table of Contents

of US$0.9 million (approximately Ps. 12.5 million) was determined with respect to a vessel and an impairment of US$10.4 million (approximately Ps. 129.5 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.

Financial instruments.Financial assets and financial liabilities are recognized when the Company becomes a party to the
contractual provisions of the financial instrument. Financial assets are derecognized 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 derecognized 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.

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 recognized 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 recognized 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 amortized 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 recognized 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 recognized 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 recognized in other comprehensive income and included within the cash flow hedge reserve in equity. Any ineffectiveness in the
hedge relationship is recognized 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 recognized in other comprehensive income is
transferred immediately to profit or loss.



51



---

##### Table of Contents

Recent Accounting Pronouncements IFRS

Adoption of Reporting Other Comprehensive Income Lines (IAS 1 Amendments).Grupo TMM has adopted the Reporting of
Other Comprehensive Income Lines (IAS I Amendments). The IAS 1 Amendments apply to years starting on or after July 1, 2012 and require companies to group the lines reported under Other Comprehensive Income with those that, according to
other IFRS, will not be subsequently reclassified to income and those that will be reclassified to income when specific conditions are met.

The current option to report Other Comprehensive Income lines either before taxes or net of taxes remains unchanged. Therefore, the IAS 1 Amendments require the tax associated with each of the two Other
Comprehensive Income groups to be shown separately.

New Standards, Amendments, and Interpretations for Existing Standards
That Are Not Yet In Effect and Which Have Not Been Adopted Early by Grupo TMM.At the date of authorization of the Audited Consolidated Financial Statements contained elsewhere herein, certain new standards, amendments, and interpretations for
the existing standards have been published by the IASB but are not yet effective, and have not been adopted early by the Company (with the exception of the IAS 1 Amendments as mentioned above). Management anticipates that all of the relevant
pronouncements will be adopted into Grupo TMMs accounting policies in the first period after the effective date of the pronouncement. Information on new standards, amendments, and interpretations that are expected to be relevant to Grupo
TMMs financial statements is detailed 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 IAS 39, Financial Instruments: Recognition and
Measuring (IAS 39) with IFRS 9. To date, the chapters that discuss the recognition, classification, measuring, and de-recognition of financial assets and liabilities have been issued. These chapters are applicable for years starting on or after
January 1, 2012. The chapters that discuss the methodology for impairment and hedge accounting are still being developed. In addition, in November 2011, the IASB tentatively decided to consider making minimal modifications to the financial
asset classification model of IFRS 9 to resolve issues in application. 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 can be evaluated.

Consolidation
Standards. The IASB released a package of consolidation standards applicable for years starting on or after January 1, 2013. The information for these new standards is presented below. Management has not yet completed its assessment of the
impact of these new and revised standards on the consolidated financial statements of Grupo TMM.



| | i. | IFRS 10 Consolidated Financial Statements (IFRS 10)
| | -- | ---------------------------------------------------

IFRS 10 replaces IAS 27 Consolidated and Separated Financial Statements (IAS 27) and SIC 12 ConsolidationSpecific Purpose Entities. IFRS 10 revises the definition of control and provides a more
extensive guide for its application. The new requirements have the potential to affect which Grupo TMM interests will be considered subsidiaries and therefore change the scope of consolidation of entities. However, the requirements for the
consolidation procedures, the accounting changes for non-controlling interests, and the accounting for the loss of control in a subsidiary remain the same. Managements preliminary assessment is that IFRS 10 will not change the classification
of any of Grupo TMMs current interests as of December 31, 2012.



| | ii. | IFRS 11 Joint Agreements (IFRS 11)
| | --- | ----------------------------------

IFRS 11 replaces IAS 31 Interests in joint ventures (IAS 31). This new standard 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.



52



---

##### Table of Contents

| | iii. | 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 introduces a new disclosure requirement for the
risks to which the Company is exposed in terms of its involvement with structured entities.



| | iv. | Transition Guide for IFRS 10, 11, and 12
| | --- | ----------------------------------------

Prior to the release of the new standards for IFRS 10, IFRS 11, and IFRS 12, the IASB has made some transitional changes. The transition guide confirms the Company is not obligated to apply IFRS 10
retroactively and clarifies the requirements for reporting adjusted comparative information. The guide also made changes to IFRS 11 and IFRS 12, which provide certain relief for the reporting or adjustment of comparative information for periods
prior to the previous period. It also provides additional relief by removing the requirements of comparative disclosures associated with unconsolidated structured entities for any period prior to their first year for which IFRS 12 is applied. The
new guide is applicable for years starting on or after January 1, 2013.



| | v. | Subsequent Modifications to IAS 27 Separate Financial Statements (IAS 27) and IAS 28 Investments in Associates and Joint Ventures (IAS 28)
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------

IAS 27 only covers consolidated financial statements. IAS 28 includes investments in joint ventures under
its scope. However, the participation method of IAS 28 remains unchanged.

IFRS 13 Measuring fair value (IFRS
13).IFRS 13 clarifies the definition of fair value and provides a guide with improved disclosures regarding the measuring of fair value. This does not affect which lines are required to be measured at fair value. IFRS 13 applies prospectively
for years starting on or after January 1, 2013. Grupo TMM Management is in the process of reviewing its valuation methodologies considering the new requirements and has not yet completed its assessment of the impact on the consolidated
financial statements.

Changes to IAS 19 Employee benefits (IAS 19 Amendments). The IAS 19 Amendments
include a number of improvements planned. The most significant refers to defined benefit plans, including:



| |  |  | Eliminating, the corridor method, and thus requiring entities to recognize actuarial profits and losses incurred for the period reported;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Changing to the measuring and reporting of certain components of the defined benefit cost; and
| | - |  | ----------------------------------------------------------------------------------------------



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

The IAS 19 Amendments apply for years starting on or after
January 1, 2013 and their effects are to be applied retroactively. Grupo TMM will not be affected and the IAS 19 Amendments will not have an impact on the consolidated financial statements of Grupo TMM.

Offsetting Financial Assets and Liabilities (IAS 32 Amendments). The IAS 32 Amendments add a guide to correct the inconsistencies
in the application of the criteria for IAS 32 to offset financial assets and financial liabilities in the following two areas:



| |  |  | the meaning of having the right to offset; and
| | - |  | ------------------------------------------------



| |  |  | allowing any gross settlement system to be considered equivalent to the net settlement.
| | - |  | ---------------------------------------------------------------------------------------

The amendments are applicable for years starting on or after January 1, 2014 and are applied retroactively. Management does not
anticipate the amendments will have any material effect on the consolidated financial statements of Grupo TMM.

Disclosures
- Offsetting Financial Assets and Liabilities (IFRS 7 Amendments). Disclosures have been qualitatively and quantitatively included in IFRS 7 Financial Instruments: Disclosures (IFRS 7) in terms of the



53



---

##### Table of Contents

gross and net amounts recognized in financial instruments that are (a) offset on the statement of financial position and (b) subject to agreements to report net amounts and similar
arrangements, even when there is no offsetting on the statement of financial position. The Amendments are applicable for years starting on or after January 1, 2013 and for quarters during these years. The disclosures required are to be made
retroactively. Management does not anticipate the Amendments will have a material impact on the consolidated financial statements of Grupo TMM.

Annual Improvements 2009 - 2011 (The Annual Improvements). The 2009 - 2011 Annual Improvements make various minor changes to different IFRS. The relevant changes for Grupo TMM are summarized
following:

Clarifications of the requirements for the opening statement of financial position:



| |  |  | Clarifies that the appropriate date for the opening statement of financial position is the start of the previous period (the related notes are no
longer required); and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Considers comparative requirements for an opening statement of financial position when an entity changes accounting policies or makes retrospective
reformulations or reclassifications, per IAS 8.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company has considered the early implementation of this
Annual Improvement and does not present the notes to the statement of financial position as of December 31, 2010 as a result of the retroactive application of the accounting change mentioned in Note 3(o) to the accompanying Audited Consolidated
Financial Statements contained elsewhere herein.

Clarifications of the comparative information requirements
providing additional minimum requirements:



| |  |  | Clarifies that the additional information to the financial statements does not need to be presented in the form of a complete set of financial
statements for periods beyond the minimum requisites; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Requires that any additional information presented must be in accordance with the IFRS and that the entity must present comparative information in the
related notes for said additional information.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Effect of tax on distributions to holders of
capital instruments:



| |  |  | Corrects the inconsistency detected between IAS 12 Income Tax (IAS 12) and IAS 32 Financial Instruments: Presentation (IAS 32)
in relation to the recognition of the effects of income tax related to distributions to holders of capital instruments and the transaction costs for a capital transaction; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Clarifies that the intention of the IAS 32 is to follow the requirements of IAS 12 for the accounting of income tax related to distributions to holders
of capital instruments and the transaction costs for a capital transaction.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Information by
segments for the total assets and liabilities:



| |  |  | Clarifies that the total assets and liabilities for a particular reportable segment needs to be disclosed if and only if: (i) a measure of the
total assets and the total liabilities (or both) is provided regularly to the COO that makes the decisions; or (ii) there has been a material change in the measures disclosed in the last financial statements for the reportable segment.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Annual Improvements described above are applicable for years starting on or after January 1, 2013.
Management does not anticipate these improvements will have a material impact 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.



54



---

##### Table of Contents

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, 2012, the respective debt obligations of each of the Companys subsidiaries were as follows:



|                                               |  |   |            | 
|---------------------------------------------- |  | - | ---------- | 
|TMM División Marítima, S. A. de C. V.          |  | $ | 10,134,398 | 
|TMM Parcel Tankers, S.A. de C.V.               |  |   | 344,987    | 
|Transportación Maritima Mexicana, S.A. de C.V. |  |   | 78,151     | 
|Lacto Comercial Organizada, S.A. de C.V.       |  |   | 82,745     | 
|Proserpec, S.A.P.I de C.V.                     |  |   | 99,419     | 
|Grupo TMM, S.A.B.                              |  |   | 70,024     | 
|TMM Logistics, S.A de C.V.                     |  |   | 9,661      | 
|Servicios Directivos Sedise, S.A.P.I de C.V.   |  |   | 4,399      | 
|                                               |  |   |            | 
|Total                                          |  | $ | 10,823,784 | 

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, 2013, Grupo TMMs total debt amounted to $10,581.4 million, which includes $9,655,2 million under our Mexican Peso-Denominated Trust Certificates Program and $852.8 million of
bank debt owed to several different banks; of this debt, $239.1 million is short-term debt, and $10,342.3 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, 2012 and March 31, 2013, we were in compliance with all of the restrictive covenants contained in our
financing agreements.

As of December 31, 2012, Grupo TMMs total debt amounted to $10,823.8 million, which includes
$9,839.8 million under our Mexican Peso-Denominated Trust Certificates Program, and $909.8 million of bank debt owed to several different banks; of this debt, $332.6 million was short-term debt, and $10,491.2 million was long-term debt.

Our total shareholders equity in 2012, including non-controlling interest in consolidated subsidiaries, was $658.8 million,
resulting in a debt-to-equity ratio of 16.4.

As of December 31, 2011, Grupo TMMs total debt amounted to $10,495.6
million, which includes $9,544.1 million under our Mexican Peso-Denominated Trust Certificates Program, and $875.4 million of bank debt owed to several different banks; of this debt, $239.8 million was short-term debt, and $10,255.8 million was
long-term debt.

Our total shareholders equity in 2011, including non-controlling interest in consolidated subsidiaries,
was $1,519.4 million, resulting in a debt-to-equity ratio of 6.9.



55



---

##### Table of Contents

As of December 31, 2010, Grupo TMMs total debt amounted to $12,163.7 million,
which includes $10,968.4 million under our Mexican Peso-Denominated Trust Certificates Program, $164.6 million under our Securitization Facility, and $1,030.7 million of bank debt owed to several different banks; of this debt, $486.8 million was
short-term debt, and $11,676.9 million was long-term debt.

Our total shareholders equity in 2010, including
non-controlling interest in consolidated subsidiaries, was $1,470.5 million, resulting in a debt-to-equity ratio of 8.3.

As
of December 31, 2009, Grupo TMMs total debt amounted to $10,940.5 million, which includes $9,474.6 million under our Mexican Peso-Denominated Trust Certificates Program, $277.5 million under our Securitization Facility, and $1,188.3
million of bank debt owed to several different banks; of this debt, $333.3 million was short-term debt, and $10,607.1 million was long-term debt.

Our total shareholders equity in 2009, including non-controlling interest in consolidated subsidiaries, was $1,670.9 million, resulting in a debt-to-equity ratio of 6.5.

As of December 31, 2008, Grupo TMMs total debt amounted to $11,402.1 million, which included $8,732.6 million under our
Mexican Peso-Denominated Trust Certificates Program, $1,617.9 million under the Securitization Facility with Deutsche Bank AG and $1,051.6 million of bank debt owed to several different banks; of this debt, $503.5 million was short-term debt, and
$10,898.6 million was long-term debt.

Our total shareholders equity in 2008, including non-controlling interest in
consolidated subsidiaries, was $2,387.8 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 US$11.9 million (approximately Ps. 163.9 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 US$8.5
million (approximately Ps. 110.4 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. Currently, the Company is trying to negotiate with the
bank to restructure the amortization schedule, in order to get better cash flow conditions.

On January 24, 2008, through
its subsidiary TMM Flota Maritíma, S. A. de C. V., Grupo TMM obtained a financing facility of up to US$100 million (approximately Ps. 1,377.4 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 US$32.8 million (approximately Ps. 451.8 million) (90% of the purchase price) for a term of seven years. The facility included two kinds of loans, the senior loan of US$27.4
million (approximately Ps. 377.4 million at variable rate of Libor +185 basis points and the junior loan of US$5.4 million (approximately Ps. 74.4 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 $1.55 billion, 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.

On July 1, 2008, Grupo TMM issued securities under the third tranche of its Trust Certificates Program for Ps. 4.39 billion, 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.



56



---

##### Table of Contents

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 US$25.0 million (approximately $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 $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 $1,122.8 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
$10.5 billion, 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 US$9.1 million (approximately Ps. 126.9 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, 2013, we had net working capital (current assets less current liabilities) of $271.5 million. We had net working capital of $445.4 million, $735.0 million and $1,331.7 million as of
December 31, 2012, December 31, 2011, and December 31, 2010, respectively. The decrease in net working capital from December 31, 2011 to December 31, 2012 was primarily attributable to an increase of $92.8 million in
current portion of long-term debt and $192.2 million in accounts payable and accrued expenses.

Information on Cash
Flows

Summary cash flow data for the years ended December 31, 2012, 2011 and 2010 is as follows:



|                                               |  |                          |          |   |      |   |            |      |  |   |           |  
|---------------------------------------------- |  | ------------------------ | -------- | - | ---- | - | ---------- | ---- |  | - | --------- | -
|                                               |  | Years Ended December 31, |         
|                                               |  | 2012                     |          |   | 2011 |   |            | 2010 | 
|                                               |  | ($ in thousands)         |         
|Operating activities                           |  |                          | 916,563  |   |      |   | 890,503    |      |  |   | 1,214,012 |  
|Investing activities                           |  |                          | (344,795 | ) |      |   | (218,446   | )    |  |   | (287,467  | )
|Financing activities                           |  |                          | (570,006 | ) |      |   | (1,267,971 | )    |  |   | (98,795   | )
|Currency exchange effect on cash               |  |                          | (12,691  | ) |      |   | (150,868   | )    |  |   | 173,674   |  
|                                               |  |                          |          |   |      |   |            |      |  |   |           |  
|Net decrease in cash and cash equivalents      |  |                          | (10,929  | ) |      |   | (746,782   | )    |  |   | 1,001,424 |  
|Cash and cash equivalents at beginning of year |  |                          | 507,609  |   |      |   | 1,254,391  |      |  |   | 252,967   |  
|                                               |  |                          |          |   |      |   |            |      |  |   |           |  
|Cash and cash equivalents at end of year       |  | $                        | 496,680  |   |      | $ | 507,609    |      |  | $ | 1,254,391 |  
|                                               |  |                          |          |   |      |   |            |      |  |   |           |  

For the year ended December 31, 2012, the Companys consolidated cash position decreased by
$10,929 million from the year ended December 31, 2011. This decrease was mainly attributable to a $570.0 million payment of debt under the Trust certificates program and others loans, $344.8 million of investments in fixed assets and a
reduction of $24.3 million of restricted cash.

For the year ended December 31, 2011, the Companys consolidated
cash position decreased by $746.8 million from the year ended December 31, 2010. This decrease was mainly attributable to a $1,268.0 million payment of debt under the Trust certificates program, Securitization Facility and others loans and
$218.4 million of investments in fixed assets, which was partially offset by $80.5 million of restricted cash.



57



---

##### Table of Contents

For the year ended December 31, 2010, the Companys consolidated cash position
increased by $1,001.4 million from the year ended December 31, 2010. This increase was mainly attributable to a $98.8 million payment of debt under the Securitization Facility and others loans and $287.5 million of investments in fixed assets,
which was partially offset by $189.1 million of restricted cash.

Our Cash Flows from Operating Activities

Net cash flows provided by operating activities amounted to $916.6 million in the year ended December 31, 2012
compared to $890.5 million in the year ended December 31, 2011. This increase was mainly attributable to an increase in the number of our offshore vessels in operation, productivity and utilization. In addition, revenues from our tugboat
business increased due to the provision of tug services to a new LNG terminal at Manzanillo in March of 2012 and our purchase of IDN, a company that holds a concession to operate a shipyard in the port of Tampico.

Net cash flows provided by operating activities amounted to $890.5 million in the year ended December 31, 2011 compared to net cash
used in operating activities of $1,214.0 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.

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



|                                                     |  |                          |          |   |      |   |            |      |  |   |            |  
|---------------------------------------------------- |  | ------------------------ | -------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|                                                     |  | Years Ended December 31, |         
|                                                     |  | 2012                     |          |   | 2011 |   |            | 2010 | 
|                                                     |  | ($ in thousands)         |         
|Net (Loss) Income for the year                       |  | $                        | (781,116 | ) |      | $ | 191,583    |      |  | $ | (1,005,314 | )
|Depreciation and amortization and other amortization |  |                          | 805,124  |   |      |   | 780,161    |      |  |   | 846,780    |  
|(Provision) benefit for income taxes                 |  |                          | 8,783    |   |      |   | 41,060     |      |  |   | 10,350     |  
|Gain on sale of fixed assetsnet                     |  |                          | (17,165  | ) |      |   | (6,189     | )    |  |   | 8,581      |  
|Income from sale of subsidiaries                     |  |                          | (74,245  | ) |      |   |           |      |  |   |           |  
|Impairment test in long-lived assets                 |  |                          |         |   |      |   | 129,567    |      |  |   |           |  
|(Increase) decrease in restricted cash               |  |                          | (24,273  | ) |      |   | 80,519     |      |  |   | 189,154    |  
|Provision for interests on debt                      |  |                          | 856,901  |   |      |   | 855,868    |      |  |   | 835,912    |  
|                                                     |  |                          |         
|Exchange (gain) loss -Net                            |  |                          | (25,387  | ) |      |   | (1,158,423 | )    |  |   | 479,397    |  
|Total changes in operating assets and liabilities    |  |                          | 167,941  |   |      |   | (23,643    | )    |  |   | (150,848   | )
|                                                     |  |                          |          |   |      |   |            |      |  |   |            |  
|Net cash provided by (used in) operating activities  |  | $                        | 916,563  |   |      | $ | 890,503    |      |  | $ | 1,214,012  |  
|                                                     |  |                          |          |   |      |   |            |      |  |   |            |  

Our Cash Flows from Investing Activities

Net cash used in investing activities for the year ended December 31, 2012 was $344.8 million, which included $351.2 million for the
acquisition of vessels and operating equipment and $54.3 million for acquisition of subsidiaries, which was partially offset by the sale of operating equipment for $60.7 million. Net cash used in investing activities for the year ended
December 31, 2011 was $218.4 million, which included $191.1 million for the acquisition of vessels and operating equipment, which was partially offset by the sale of operating equipment for $47.5 million. Net cash used in investing activities
for the year ended December 31, 2010 was $287.5 million, which included $405.9 million for the acquisition of vessels and operating equipment, which was partially offset by the sale of operating equipment for $67.1 million, and the sale of
certain non-strategic subsidiaries for $51.3 million.

See  Capital Expenditures and Divestitures below for
further details of capital expenditures and divestitures relating to the years ended December 31, 2012, 2011 and 2010, respectively.

Our Cash Flows from Financing Activities

For the year ended
December 31, 2012, cash used by financing activities amounted to $570.0 million, which resulted primarily from the payment of debt under the Securitization Facility, our Trust Certificates Program and others loans.



58



---

##### Table of Contents

For the year ended December 31, 2011, cash used by financing activities amounted to
$1,268.0 million, which resulted primarily from the payment of debt under the Securitization Facility, our Trust Certificates Program and others loans.

For the year ended December 31, 2010, cash used by financing activities amounted to $98.8 million, which resulted primarily from the payment of debt under the Securitization Facility and others
loans.

Business Plan

In 2008, 2009, 2010, 2011 and 2012 the Company made significant capital expenditures as described below in Capital Expenditures and Divestitures.

Maritime Operations. Our intention is to continue growing 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. 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, as well as to have the capacity to build vessels at the shipyard, in line with the Business Plan of Mexico Ministry of Energy and Pemex to develop and boost Mexican shipbuilding industry.

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

Our Financial Statements
for the year ended December 31, 2012 includes an explanatory note describing the existence of substantial doubt about our ability to continue as a going concern. Such note 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.

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 $27.3 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.



59



---

##### Table of Contents

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 2013 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 2012 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.

We believe that the above-mentioned changes should be enough to provide the Company with the ability to continue as a going concern.

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, |      
|                                 |  | 2012 (a)                 |       |  | 2011 (b) |   |       | 2010 (c) | 
|Capital Expenditures by Segment: |  |                          |       |  |          |   |       |          |  |   |       | 
|Ports and Terminals Operations   |  | $                        | 18.7  |  |          | $ | 63.5  |          |  | $ | 31.4  | 
|Maritime Operations              |  |                          | 307.1 |  |          |   | 116.3 |          |  |   | 185.5 | 
|Logistics Operations             |  |                          | 10.9  |  |          |   | 6.0   |          |  |   | 69.6  | 
|Corporate                        |  |                          | 14.5  |  |          |   | 5.3   |          |  |   | 119.4 | 
|                                 |  |                          |       |  |          |   |       |          |  |   |       | 
|Total                            |  | $                        | 351.2 |  |          | $ | 191.1 |          |  | $ | 405.9 | 
|                                 |  |                          |       |  |          |   |       |          |  |   |       | 



|(a) | In 2012, capital expenditures included: (i) Ports and Terminals Operations: $18.7 million in construction in process for the expansion and maintenance of port and
terminal facilities; (ii) Maritime Operations: $106.8 million in acquisition and equipment improvements and $200.3 million in construction projects; (iii) Logistics Operations: $2.4 million in construction projects and $8.5 million in
operating equipment and related fixed assets; and (iv) Corporate: $14.5 million in fixed assets and other strategic corporate projects.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | In 2011, capital expenditures included: (i) Ports and Terminals Operations: $63.5 million in construction in process for the expansion and maintenance of port and
terminal facilities; (ii) Maritime Operations: $61.6 million in equipment improvements, and $54.7 million in construction projects; (iii) Logistics Operations: $6.0 million in construction projects; and (iv) Corporate: $5.3 million in
fixed assets and other strategic corporate projects.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | In 2010, capital expenditures included: (i) Ports and Terminals Operations: $31.4 million in construction in process for the expansion and maintenance of port and
terminal facilities; (ii) Maritime Operations: $75.5 million in acquisition of vessels, $94.8 million in equipment improvements, and $15.2 million in construction projects; (iii) Logistics Operations: $35.4 million in operating equipment
and related fixed assets, and $34.2 million in construction projects; and (iv) Corporate: $119.4 million in fixed assets and other strategic corporate projects.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



60



---

##### Table of Contents

Our Principal Capital Divestitures for the Last Three Years

($ in millions)



|                               |  |                          |      |  |          |   |      |          |  |   |       | 
|------------------------------ |  | ------------------------ | ---- |  | -------- | - | ---- | -------- |  | - | ----- | 
|                               |  | Years Ended December 31, |     
|                               |  | 2012 (a)                 |      |  | 2011 (b) |   |      | 2010 (c) | 
|Capital Divestitures:          |  |                          |      |  |          |   |      |          |  |   |       | 
|Sale of shares of subsidiaries |  | $                        |     |  |          | $ |     |          |  | $ | 51.4  | 
|Other assets                   |  |                          | 60.7 |  |          |   | 47.5 |          |  |   | 67.1  | 
|                               |  |                          |      |  |          |   |      |          |  |   |       | 
|Total                          |  | $                        | 60.7 |  |          | $ | 47.5 |          |  | $ | 118.5 | 
|                               |  |                          |      |  |          |   |      |          |  |   |       | 



|(a) | In 2012, capital divestitures included $60.7 million from the sale of vessels and ground transportation equipment.
|--- | ------------------------------------------------------------------------------------------------------------------

|(b) | In 2011, capital divestitures included $47.5 million from the sale of other fixed assets.
|--- | -----------------------------------------------------------------------------------------

|(c) | In 2010, capital divestitures included $118.5 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 US$200 million (approximately Ps. 2,789.5 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 US$86.5 million (approximately Ps. 1,206.5 million. 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.

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 US$9.1 million
(approximately Ps. 126.9 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.

Capital Leases

As of December 31, 2012, 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.



61



---

##### Table of Contents

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 US$52.5 million (approximately Ps. 732.2 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 US$6.5 million (approximately Ps. 90.6 million), including US$0.7 million (approximately Ps 9.8 million) in breakage costs; (ii) drawing of a new tranche in the amount of US$4.0 million (approximately
Ps. 55.8 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 US$3.5 million (approximately Ps. 48.8 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 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 123.7 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.

A debt recognition and restructuring agreement was
entered into with the Companys subsidiary, Lacto Comercial Organizada, S.A. de C.V. (Lacorsa), on December 1, 2010, for $96.7 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.



62



---

##### Table of Contents

Acquisition of Transportation Units

On June 4, 2008, the Company, through Lacorsa, entered into a loan facility in Mexican pesos with Daimler for the acquisition of 31
transportation units for $19.8 million at a fixed rate of 12.85%. Principal is payable in 60 consecutive monthly payments plus accrued interest on the outstanding balance, maturing in June 2013. On September 26, 2008, the Company, through
Lacorsa, entered into a loan facility in Mexican pesos with Daimler for the acquisition of 8 transportation units for $5.2 million at a fixed rate of 13.56%. Principal is payable in 60 consecutive monthly payments plus accrued interest on the
outstanding balance, maturing in September 2013. In June 2010, both loans were restructured into a single loan for $21.7 million at a fixed rate of 14.8%. Principal is payable in 60 consecutive monthly payments plus accrued interest on the
outstanding balance, maturing in May 2015.

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 US$25.0 million (approximately Ps. 326.1 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 US$6.9 million (approximately Ps. 90.0 million) at a variable rate of the 30-day Libor plus 600 basis points, with monthly interest payments. As of December 31, 2012, there was no outstanding balance because it was fully prepaid on
July 2010.

In November 2009, a second draw was made on the line of credit for $132.9 million at a variable rate of the 28-day
TIIE plus 400 basis points, with monthly interest payments. As of December 31, 2012, there was no outstanding balance because it was fully prepaid in April 2012.

In December 2009, a third draw was made on the line of credit for $11.9 million at a variable rate of the 28-day TIIE plus 400 basis points, with monthly interest payments. As of December 31, 2012,
there was no outstanding balance because it was fully prepaid in June 2012.

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 second line of credit in dollars for working capital and/or current accounts for US$15.0
million (approximately Ps. 194.8 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 US$25.0 million (approximately Ps. 324.7 million) or its equivalent in Mexican pesos. In November 2010, a first draw was made on this second
line of credit for $115.0 million at a variable rate of the 28-day TIIE plus 425 basis points, with interest payable monthly. As of December 31, 2012, the effective rate for this draw on the second line of credit was 9.0975% with an outstanding
balance of $76.2 million.

In October 2011, a second draw was made on the second line of credit for $65.7 million at a
variable rate of the 28-day TIIE plus 425 basis points, with monthly interest payments. As of December 31, 2012, the effective rate for this draw on the line of credit was 9.0975% with an outstanding balance of $65.7 million.

In August 2012, 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 third line of credit in dollars for working capital and/or current accounts for US$15.0 million (approximately Ps. 194.8 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 the three facilities,
together, cannot be over US$25.0 million (approximately Ps. 324.7 million) or its equivalent in Mexican pesos. In August 2012, a first draw was made on this third line of credit for $161.6 million at a variable rate of the 28-day TIIE plus 425 basis
points, with interest payable monthly. As of December 31, 2012, the effective rate for this draw on the third line of credit was 9.0975% with an outstanding balance of $161.6 million.



63



---

##### Table of Contents

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 $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 $24.7 million maturing February 11, 2010.

Also in December 2009, a first draw under Tranche B was made for $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 $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 of December 31, 2010. During 2010, there were various Tranche B draws for a total amount of
$109.0 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, 2011 or 2012, 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 $100.0 million, maturing in June 2012, at a variable rate of the 28-day TIIE plus 450 basis points with
interest payable monthly. 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, to strengthen the agricultural activities of ADEMSA, the Company decided to take advantage of the line of credit held by Proserpec Servicios Administrativos, S.A.P.I. de C.V. with the
bank, to secure a loan for $42.9 million. 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 $80.4 million at a variable rate of the 28-day TIIE plus 500 basis points, with monthly payments of principal and interest, and maturing September 2016. The
effective rate on this draw on the line of credit as of December 31, 2012 was 9.3462% with an outstanding balance of approximately $60.3 million.

In January 2011, to improve the amortization schedule of the Receivables Securitization Facility and its cancelation, the Company decided to secure two lines of credit through its subsidiary
Transportación Marítima Mexicana, S.A. de C.V. with two private investments, each of the credits for US$3.0 million (approximately Ps. 39.0 million). The loan accrues interest at a fixed rate of 11.25%, with semi-annual interest and
principal payments, a two-year grace period for principal payments, and maturing January 2016. As of December 31, 2012 the outstanding balance of both credits was US$6.0 million (approximately Ps. 77.9 million).

In November 2011, the Company decided to secure a line of credit to strengthen the agricultural activities of ADEMSA, through its
subsidiary Proserpec Servicios Administrativos, S.A.P.I. de C.V. with Logra Financiamientos, S.A. de C.V. SOFOM ENR, $10.6 million. This amount will also be recognized as a capital contribution in COVAHESA. The loan accrues interest at a variable
rate of the 28-day TIIE plus 600 basis points, with monthly interest payments, four principal payments, and maturing December 2012. This line of credit was fully paid in December 2012.

In November 2011, the Company decided to enter into two loan facilities to strengthen the agricultural activities of ADEMSA, through its
subsidiary Proserpec Servicios Administrativos, S.A.P.I. de C.V. with INPIASA, S.A. de C.V. The first for $15.7 million at a variable rate of the 28-day TIIE plus 450 basis points, with monthly payments of principal and interest, and maturing August
2021; the second for $4.2 million at a variable rate of the 28-day TIIE plus 450 basis points, with monthly payments of 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, 2012 was 9.3450%, with a total outstanding balance of approximately $16.8 million.



64



---

##### Table of Contents

In March 2012, the Company secured with Inter Banco S.A., though its subsidiary
Transportación Marítima Mexicana, S.A. de C.V., a line of credit in Mexican pesos for working capital for a total of approximately $15.0 million, at a variable rate of the 28-day TIIE plus 475 basis points with monthly payments of
principal and interest, and maturing in March 2013. The effective rate on this line of credit as of December 31, 2012 was 9.5962% with an outstanding balance of $ 2.6 million.

In June 2012, the Company decided to secure line of credit to strengthen the agricultural activities of ADEMSA, through its subsidiary
Proserpec Servicios Administrativos, S.A.P.I. de C.V. with Corporación Financiera de Occidente, S.A. de C.V. SOFOL IBM for $18.0 million at a variable rate of the 28-day TIIE plus 600 basis points, with monthly payments of principal and
interest, and maturing June 2015. The amount of the loans will also be recognized as a capital contribution in COVAHESA. The effective rate for both loans as of December 31, 2012 was 10.8550%, with a total outstanding balance of $15.0 million.

In September 2012, the Company secured with Autofin México, though its subsidiary Servicios Directivos Sedise,
S.A.P.I. de C.V., a line of credit in Mexican pesos for working capital for a total of $4.4 million, at a variable rate of the 28-day TIIE plus 500 basis points with monthly payments of interest, and maturing in March 2013. The effective rate on
this line of credit as of December 31, 2012 was 9.84% with an outstanding balance of $ 4.4 million.

In December 2012,
the Company decided to enter into another line of credit to strengthen the agricultural activities of ADEMSA, through its subsidiary Proserpec Servicios Administrativos, S.A.P.I. de C.V. with Banco del Bajío, S.A. for $8.5 million at a
variable rate of the 28-day TIIE plus 250 basis points, with monthly payments of principal and interest, with a grace period of 12 months for principal payments, and maturing November 2019. The amount of the loans will also be recognized as a
capital contribution in COVAHESA. The effective rate for both loans as of December 31, 2012 was 7.3422%, with a total outstanding balance of $8.5 million.

In December 2012, the Company decided to enter secure a line of credit through a capital lease to acquire automotive equipments with Value Arrendadora, S.A. de C.V. SOFOM ENR, for $1.4 million at a fixed
rate of 14.23%, with monthly payments of principal and interest, and maturing on December 2016.

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 $26.2 million at a fixed rate of 14.25% with monthly payments on
principal and interest on outstanding balances, maturing in September 2014.

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.



65



---

##### Table of Contents

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
2010, 2011 and 2012, 69%, 72% 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, 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, 2012, 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, 2012:



|                                           |  |                                                 |         |  |           |   |         |           |  |   |                  |  |  |       |           |  |  |   |            | 
|------------------------------------------ |  | ----------------------------------------------- | ------- |  | --------- | - | ------- | --------- |  | - | ---------------- |  |  | ----- | --------- |  |  | - | ---------- | 
|Indebtedness (1)                           |  | Less than1 year                                 |         |  | 1-3 years |   |         | 3-5 years |  |   | More than5 years |  |  | Total |          
|                                           |  | (in thousands of Pesos, unless noted otherwise) |        
|Mexican Trust Certificates (2)             |  |                                                 | 148,111 |  |           |   |        |           |  |   |                 |  |  |       | 9,691,707 |  |  |   | 9,839,818  | 
|Parcel Tanker Vessels Financings (3)       |  |                                                 | 35,175  |  |           |   | 61,881  |           |  |   | 247,931          |  |  |       |          |  |  |   | 344,987    | 
|Investors (4)                              |  |                                                 | 17,399  |  |           |   | 51,952  |           |  |   | 4,850            |  |  |       |          |  |  |   | 74,201     | 
|Land and Logistics Equipment Financing (5) |  |                                                 | 30,193  |  |           |   | 43,656  |           |  |   | 18,557           |  |  |       |          |  |  |   | 92,406     | 
|Refinancing Acquisition ADEMSA(6)          |  |                                                 | 68,615  |  |           |   |        |           |  |   |                 |  |  |       |          |  |  |   | 68,615     | 
|Working Capital PROSERPEC (7)              |  |                                                 | 28,871  |  |           |   | 48,790  |           |  |   | 17,570           |  |  |       | 8,587     |  |  |   | 103,818    | 
|Other Debt (8)                             |  |                                                 | 4,231   |  |           |   | 295,278 |           |  |   | 430              |  |  |       |          |  |  |   | 299,939    | 
|                                           |  |                                                 |         |  |           |   |         |           |  |   |                  |  |  |       |           |  |  |   |            | 
|Total                                      |  | $                                               | 332,595 |  |           | $ | 501,557 |           |  | $ | 289,338          |  |  | $     | 9,700,294 |  |  | $ | 10,823,784 | 
|                                           |  |                                                 |         |  |           |   |         |           |  |   |                  |  |  |       |           |  |  |   |            | 



66



---

##### Table of Contents

|                                                            |  |                 |        |  |           |   |         |           |  |   |                  |  |  |       |         |  |  |   |         | 
|----------------------------------------------------------- |  | --------------- | ------ |  | --------- | - | ------- | --------- |  | - | ---------------- |  |  | ----- | ------- |  |  | - | ------- | 
|Operating Lease Obligations
(9)                             |  | Less than1
year |        |  | 1-3 years |   |         | 3-5 years |  |   | More than5 years |  |  | Total |        
|Vessel, Transportation Equipment and Other Operating Leases |  | $               | 91,007 |  |           | $ | 177,215 |           |  | $ | 105,826          |  |  | $     | 183,040 |  |  | $ | 557,088 | 
|                                                            |  |                 |        |  |           |   |         |           |  |   |                  |  |  |       |         |  |  |   |         | 
|Total                                                       |  | $               | 91,007 |  |           | $ | 177,215 |           |  | $ | 105,826          |  |  | $     | 183,040 |  |  | $ | 557,088 | 
|                                                            |  |                 |        |  |           |   |         |           |  |   |                  |  |  |       |         |  |  |   |         | 



|                        |  |                 |   |  |           |   |   |           |  |   |                  |  |  |       |   |  |  |   |   | 
|----------------------- |  | --------------- | - |  | --------- | - | - | --------- |  | - | ---------------- |  |  | ----- | - |  |  | - | - | 
|Other (10)              |  | Less than1
year |   |  | 1-3 years |   |   | 3-5 years |  |   | More than5
years |  |  | Total |  
|Securitization Facility |  | $               |  |  |           | $ |  |           |  | $ |                 |  |  | $     |  |  |  | $ |  | 
|                        |  |                 |   |  |           |   |   |           |  |   |                  |  |  |       |   |  |  |   |   | 
|Total                   |  | $               |  |  |           | $ |  |           |  | $ |                 |  |  | $     |  |  |  | $ |  | 
|                        |  |                 |   |  |           |   |   |           |  |   |                  |  |  |       |   |  |  |   |   | 



|(1) | These amounts include principal payments and accrued and unpaid interest as of December 31, 2012.
|--- | -------------------------------------------------------------------------------------------------

|(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.
|--- | -------------------------------------------------

|(10) | In April 2011, the Company finalized the early repurchase of all the certificates held by Deutsche Bank in the Securitization Facility.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------



|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 30, 2013. 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            |  |                                         | 41 |  |     |  | 72 | 
|Ignacio Rodríguez Rocha        |  | Attorney and First Vice-chairman of Grupo TMM |  |                                         | 22 |  |     |  | 77 | 
|Maria Josefa Cuevas de Serrano |  | Private Investor                              |  |                                         | 7  |  |     |  | 67 | 
|Luis Martínez Argüello         |  | Private Investor                              |  |                                         | 8  |  |     |  | 72 | 
|José Luis Ávalos del Moral     |  | Private Investor                              |  |                                         | 6  |  |     |  | 70 | 
|Miguel Alemán Velasco          |  | Private Investor                              |  |                                         | 4  |  |     |  | 81 | 
|Miguel Alemán Magnani          |  | Private Investor                              |  |                                         | 4  |  |     |  | 47 | 
|                               |  |                                               | 
|Alternate Directors            |  |                                               |  |                                         |    |  |     |  |    | 
|José Francisco Serrano Cuevas  |  | President Deputy Director                     |  |                                         | 12 |  |     |  | 32 | 



67



---

##### Table of Contents

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                                                                                                                           
|Vice-Chairman                      |  | 7 years                                                                                                                           
|Second Vice-Chairman               |  | Between 3 and 7 years (As determined by the General Shareholders Meeting that elects him/her. This position is currently vacant.)
|Other Board Directors              |  | 1 year                                                                                                                            

José F. Serrano Segovia

Mr. 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. Serrano holds a masters degree in engineering from Villanova University in Pennsylvania, U.S.A.

Ignacio Rodríguez Rocha

Mr. Rodríguez was born on July 13, 1936. Mr. Rodríguez has been appointed as First Vice Chairman of the Board of Directors of Grupo TMM since April 30, 2013. 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.

Maria Josefa Cuevas de Serrano

Mrs. Serrano was born on June 16,
1946. 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.

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.



68



---

##### Table of Contents

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.

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                               |  |                 | 41 |  |                  |  | 21 | 
|Jacinto David Marina Cortés  |  | Deputy Chief Executive Officer                                                  |  |                 | 22 |  |                  |  | 22 | 
|Carlos Pedro Aguilar Mendez  |  | Chief Financial Officer, Corporate Administrative Director and Finance Director |  |                 | 23 |  |                  |  | 6  | 
|Leticia Eugenia Lara Torres  |  | Corporate Human Resources Director*                                             |  |                 |    |  |                  |  |    | 
|Elvira Ruiz Carreño          |  | Corporate Audit Director                                                        |  |                 | 17 |  |                  |  | 10 | 
|Marco Augusto Martínez Avila |  | Corporate Legal Director                                                        |  |                 | 5  |  |                  |  |    | 
|Business Unit Directors      |  |                                                                                 |  |                 |    |  |                  |  |    | 
|Luis Manuel Ocejo Rodriguez  |  | Director, Maritime Transportation                                               |  |                 | 30 |  |                  |  | 6  | 
|Roberto Martínez Ríos        |  | Director, Ports and Terminals                                                   |  |                 | 4  |  |                  |  | 4  | 



|* | Ms. Leticia Eugenia Lara Torres has been appointed as a Corporate Human Resources Director since March 2013.
|- | ------------------------------------------------------------------------------------------------------------

José F. Serrano Segovia, who is chairman of the Board of Directors. 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.



69



---

##### Table of Contents

Compensation

For the year ended December 31, 2012, the aggregate total compensation paid to our directors, alternate directors and executive officers for services in all capacities was approximately $66.5
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 Luis Martínez Argüello (President),
Ignacio Rodriguez Rocha, and José Luis Ávalos del Moral, who has accounting and related financial management expertise in compliance with 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;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



70



---

##### Table of Contents

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



| |  |  | 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



71



---

##### Table of Contents

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, 2013, we had 3,241 employees, approximately 43% of whom were unionized. As of December 31, 2012, we had 3,162 employees, approximately 42% of whom were unionized. The increase in
the number of our employees in the first quarter of 2013 is largely due to increases in our container maintenance and repair business, in automotive services and at the port of Tampico. As of December 31, 2011, we had 3,059 employees,
approximately 41% of whom were unionized. The increase in the number of our employees in 2012 was largely due to our acquisition of a shipyard and increased operations at the port of Tampico. As of December 31, 2010, we had 3,214 employees,
approximately 54% of whom were unionized. 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 April 8, 2013, the Serrano Segovia family held
41,217,193 Shares directly, and the CPO Trustee maintained 34,797,575 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 April 8, 2013, 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 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 April 8, 2013, the CPO Trustee held CPOs
representing an aggregate of 34,797,575 Shares in the form of ADSs.



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

Major Shareholders

The following table indicates, as of April 8,
2013, 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 April 8, 2013. 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 |            |  | Percentageof SharesOutstanding | 
|José F. Serrano Segovia (a) (b) |  |                 | 36,632,809 |  |                                |  | 35.9 | %



72



---

##### Table of Contents



|a) | Based upon information made known to the Company and reports of beneficial ownership filed with the SEC, the Serrano Segovia Family beneficially owns 41,217,193 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
US$1.3 million.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Change in Percentage Ownership

No Major Shareholder has disclosed a significant change in its percentage ownership of Shares during the three years ended
December 31, 2012.

Voting Rights and Control

As of April 8, 2013, 34,797,575 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 April 8, 2013, 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.

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 $1,206.5 million. 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. 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 US$41,181,715.53, or US$0.88 per Share (equivalent to US$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 US$27,103,065.52 in cash, a five-year promissory note from Grupo TMM in the principal amount of US$12,250,000, and subordinated trust certificates issued under the
Securitization Facility with a face amount of US$6,000,000. In May 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.



73



---

##### Table of Contents

|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 US$5.2 million
(approximately Ps. 67.5 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, 2012, the Company had reserved the amount of the deposit and also created
an additional allowance of US$1.5 million (approximately Ps. 19.5 million) for potential legal fees associated with this case. Both items are reported in other expenses  net for the year ended December 31, 2012.

SSA Claims

In July 2006, February 2007, and May 2012, 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 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.



74



---

##### Table of Contents

On January 10, 2013, we were officially notified by the ICC of arbitration proceedings
with respect to the claim submitted in May 2012, which related to payments made by SSA to a law firm regarding a tax proceeding with the tax authorities in Mexico which related to the trademark of Servicios en Puertos y Teminales. The specifics of
the claim have not been provided to the Company. The arbitration proceeding is in its initial stages and an arbitration panel has been chosen.

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 US$50,000 (approximately Ps. 649,400) 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 US$3.0 million (approximately Ps. 39.0
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 US$342,500 (approximately Ps. 4.4 million) claim related to the fuel costs and low performance of the vessel Veracruz, and WWS US1.3 million (approximately Ps. 16.9
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.

ADEMSA,
each of the financial institutions and 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 presents an allowance as of December 31, 2012 and 2011 for $118.0 and $233.0 million, respectively 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.

Tax Proceedings

During 2012, the Federal Judiciary Power resolved
on various proceedings that certain Grupo TMM companies had pursued against resolutions issued by the Federal Tax Service (SAT) that had rejected the offsetting of credit balances, by which those companies paid taxes for related parties for previous
years. As a result, the credit balances should be recovered by the companies that had been denied this offsetting.

The tax
authorities are currently conducting audits on the companies that originally owed the tax, however they have recognized the corresponding provisions, which are presented in the accounts payable and accrued expense liability.



75



---

##### Table of Contents

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, 2012, 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.

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.



76



---

##### Table of Contents

Our Shares continue to trade in Mexico on the Bolsa. In the United States, our ADSs, each
representing five CPOs, are traded on the OTC market 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
April 8, 2013, of the 102,182,841 outstanding Shares, 34,797,575 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 for the Shares on the Mexican
Stock Exchange. In addition, the tables below set forth the reported high and low prices for the ADSs on the NYSE for the periods between January 1, 2008 and June 15, 2012. The reported high and low prices for the ADSs for the periods
beginning or after June 18, 2012 reflect the high and low bid prices for the ADSs on the OTC market.

Mexican Stock Exchange

Price per Share

(Pesos)



|                     |  |        |       |  |     |  |      | 
|-------------------- |  | ------ | ----- |  | --- |  | ---- | 
|                     |  | Shares |      
|Previous five years: |  | High   |       |  | Low | 
|2008                 |  |        | 25.00 |  |     |  | 8.33 | 
|2009                 |  |        | 14.75 |  |     |  | 9.08 | 
|2010                 |  |        | 10.63 |  |     |  | 5.02 | 
|2011                 |  |        | 6.70  |  |     |  | 2.05 | 
|2012                 |  |        | 5.70  |  |     |  | 2.07 | 



Mexican Stock Exchange

Price per
Share

(Pesos)



|                                 |  |        |      |  |     |  |      | 
|-------------------------------- |  | ------ | ---- |  | --- |  | ---- | 
|                                 |  | Shares |     
|Previous two years (by quarter): |  | High   |      |  | Low | 
|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 | 
|Second Quarter                   |  |        | 5.70 |  |     |  | 3.91 | 
|Third Quarter                    |  |        | 4.35 |  |     |  | 2.38 | 
|Fourth Quarter                   |  |        | 2.65 |  |     |  | 2.07 | 
|2013:                            |  |        |      |  |     |  |      | 
|First Quarter                    |  |        | 2.80 |  |     |  | 2.35 | 



77



---

##### Table of Contents

Mexican Stock Exchange

Price per Share

(Pesos)



|                     |  |        |      |  |     |  |      | 
|-------------------- |  | ------ | ---- |  | --- |  | ---- | 
|                     |  | Shares |     
|Previous six months: |  | High   |      |  | Low | 
|November 30, 2012    |  |        | 2.44 |  |     |  | 2.07 | 
|December 31, 2012    |  |        | 2.53 |  |     |  | 2.19 | 
|January 31, 2013     |  |        | 2.70 |  |     |  | 2.36 | 
|February 29, 2013    |  |        | 2.66 |  |     |  | 2.35 | 
|March 31, 2013       |  |        | 2.80 |  |     |  | 2.50 | 
|April 30, 2013       |  |        | 2.68 |  |     |  | 2.01 | 



Source: InfoSel Financiero

New York
Stock Exchange / OTC Market

Price per ADS

(Dollars)



|                     |  |        |       |  |     |  |      | 
|-------------------- |  | ------ | ----- |  | --- |  | ---- | 
|                     |  | ADS(*) |      
|Previous five years: |  | High   |       |  | Low | 
|2008                 |  |        | 12.00 |  |     |  | 1.55 | 
|2009                 |  |        | 5.75  |  |     |  | 2.65 | 
|2010                 |  |        | 4.00  |  |     |  | 1.87 | 
|2011                 |  |        | 2.78  |  |     |  | 1.25 | 
|2012                 |  |        | 2.24  |  |     |  | 0.70 | 



|(*) | Effective August 24, 2009, the ADS to CPO ratio changed from 1:1 to 1:5. Effective June 15, 2012, the ADSs were delisted from the NYSE. The
ADSs began trading on the OTC market on June 18, 2012.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

New York Stock Exchange / OTC Market

Price per ADS

(Dollars)



|                                 |  |        |      |  |     |  |      | 
|-------------------------------- |  | ------ | ---- |  | --- |  | ---- | 
|                                 |  | ADS(*) |     
|Previous two years (by quarter): |  | High   |      |  | Low | 
|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 | 
|Second Quarter                   |  |        | 2.20 |  |     |  | 1.22 | 
|Third Quarter                    |  |        | 1.45 |  |     |  | 0.86 | 
|Fourth Quarter                   |  |        | 1.10 |  |     |  | 0.70 | 
|2013:                            |  |        |      |  |     |  |      | 
|First Quarter                    |  |        | 1.10 |  |     |  | 0.91 | 



|(*) | Effective August 24, 2009, the ADS to CPO ratio changed from 1:1 to 1:5. Effective June 15, 2012, the ADSs were delisted from the NYSE. The
ADSs began trading on the OTC market on June 18, 2012.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



78



---

##### Table of Contents

OTC Market

Price per ADS

(Dollars)



|                     |  |      |      |  |     |  |      | 
|-------------------- |  | ---- | ---- |  | --- |  | ---- | 
|                     |  | ADS  |     
|Previous six months: |  | High |      |  | Low | 
|November 30, 2012    |  |      | 0.94 |  |     |  | 0.76 | 
|December 31, 2012    |  |      | 0.98 |  |     |  | 0.76 | 
|January 31, 2013     |  |      | 1.06 |  |     |  | 0.91 | 
|February 29, 2013    |  |      | 1.05 |  |     |  | 0.95 | 
|March 31, 2013       |  |      | 1.10 |  |     |  | 0.98 | 
|April 30, 2013       |  |      | 1.02 |  |     |  | 0.81 | 



Source: NYSE  price history composite; OTC market quotations.

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 US$10 million (approximately Ps. 139.5 million).

The Company has repurchased 1,577,700 Shares under the program since its approval in 2007. As of April 8, 2013, of the 102,182,841
outstanding Shares, 34,797,575 were held in the form of ADSs.

Delisting of ADSs from the NYSE; Commencement of Trading on the OTC Market

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 US$50 million over a 30 trading-day period and its stockholders equity is less than US$50
million;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | its average global market capitalization is less than US$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 US$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 US$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 US$1.00 minimum price requirement on a temporary basis, initially through June 30, 2009 and later extended to
July 31, 2009.

The temporary suspension of the US$1.00 minimum price requirement stated that companies trading below the
US$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.



79



---

##### Table of Contents

Additionally, companies below the US$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 US$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 US$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, bringing us into compliance with the NYSEs minimum price requirement.

As of June 30, 2011, the value of our stockholders equity had reduced to US$51.4 million (US$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 depreciated against the U.S. dollar, and the value of our total stockholders equity rose to US$108.4 million (US$104.5 million before minority interest) as of December 31, 2011, which brought us
into compliance with the NYSE continued listing standards.

On May 2, 2012, we announced our financial results for the
first quarter of 2012. When our financial results were converted to U.S. dollars at the exchange rate in effect at the end of the first quarter, the results showed that we had fallen below the NYSEs continued listing standards for average
global market capitalization and stockholders equity. On May 22, 2012, Grupo TMMs Board of Directors approved a resolution authorizing the voluntary delisting of TMMs ADSs from the NYSE.

On May 23, 2012, we issued a press release announcing the Board of Directors decision to voluntarily delist TMMs ADSs
from the NYSE, and explaining that the decision was based on a careful review of the circumstances, including the volatility of the exchange rate between U.S. dollars and Mexican pesos, which created uncertainty regarding TMMs ability to
satisfy the NYSEs continued listing standards going forward. In addition, the Companys Board of Directors cited the low trading volume in TMMs ADSs and the compliance costs associated with maintaining a U.S. listing.

On June 5, 2012, the Company filed a Form 25 with the SEC to initiate the delisting of its ADSs from the NYSE. On June 18,
2012, TMMs ADSs began trading on the OTC market under the ticker symbol GTMAY.

TMMs ADSs continue to be
registered in the United States under the U.S. Securities Exchange Act of 1934 and TMMs nominative common shares underlying the ADSs continue to be traded in Mexico on the Bolsa Mexicana de Valores (the Mexican Stock
Exchange).



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

Share Capital

Not applicable.



80



---

##### Table of Contents

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.

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
position of Second Vice-Chairman is currently vacant.

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                           |  | 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                                                                                                                                    
|                                   |  | 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.



81



---

##### Table of Contents

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.

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;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



82



---

##### Table of Contents

| | 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.
| | -- | ---------------------------------------------------------------------------------------------------------

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. As a result of a translation adjustment effective January 1, 2012, our stated total capital stock increased by $994,720,659 from $1,222,011,712. Accordingly, our total stated capital
stock is $2,216,732,371.



83



---

##### Table of Contents

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 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.



84



---

##### Table of Contents

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.

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.



85



---

##### Table of Contents

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.

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.



86



---

##### Table of Contents

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.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (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.



87



---

##### Table of Contents

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.

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



88



---

##### Table of Contents

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 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 address 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, succession taxes or value-added
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.



89



---

##### Table of Contents

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 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.

Subject to certain exceptions for short-term and hedged positions, 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 20% 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 OTC market and will qualify as readily tradable on an established securities market in the United States for purposes of this rule as
long as



90



---

##### Table of Contents

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 20%, provided such U.S. holder otherwise meets the requirements for the application of such rate. The maximum 20% 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
20%. 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.

In addition, under current law, certain U.S. Investors that are individuals, estates or trusts are be required to pay an additional 3.8%
tax on various types of investment income. Such U.S. Investors should consult their tax advisors regarding the effect, if any, of the applicability of this tax in respect to an investment in our ADSs.

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 2012 taxable year and we do not anticipate being a PFIC for the 2013 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.



91



---

##### Table of Contents

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.

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, 2012, in pesos.

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 96% 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.



92



---

##### Table of Contents

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, 2012 and
2011, the Company had monetary assets and liabilities denominated in currencies other than the Mexican peso as follows:



|            |  |                         |          |   |      |   |            |  
|----------- |  | ----------------------- | -------- | - | ---- | - | ---------- | -
|            |  | December 31,            |         
|            |  | (in thousands of Pesos) |         
|            |  | 2012                    |          |   | 2011 |  
|Assets      |  | $                       | 500,730  |   |      | $ | 603,039    |  
|Liabilities |  |                         | (891,280 | ) |      |   | (1,136,967 | )
|            |  |                         |          |   |      |   |            |  
|            |  | $                       | (390,550 | ) |      | $ | (533,928   | )
|            |  |                         |          |   |      |   |            |  

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.

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 millions of pesos, which is the Companys reporting currency.



|                      |  |                                                                   |       |   |      |   |      |      |  |   |       |   |  |            |      |   |       |   |          |            |  |   |          |   |  |   |          |   
|--------------------- |  | ----------------------------------------------------------------- | ----- | - | ---- | - | ---- | ---- |  | - | ----- | - |  | ---------- | ---- | - | ----- | - | -------- | ---------- |  | - | -------- | - |  | - | -------- | --
|                      |  | Breakdown of Fixed and Variable Rates of Financial Obligations(1) |      
|                      |  | Expected Maturity                                                 |      
|Liabilities           |  | 2013                                                              |       |   | 2014 |   |      | 2015 |  |   | 2016  |   |  | Thereafter |      |   | Total |   |          | Fair Value | 
|                      |  | (in millions of pesos)                                            |      
|Long-Term Debt        |  |                                                                   |       |   |      |   |      |      |  |   |       |   |  |            |      |   |       |   |          |            |  |   |          |   | 
|Fixed Rate            |  | $                                                                 | 117.5 |   |      | $ | 55.8 |      |  | $ | 49.4  |   |  | $          | 33.7 |   |       | $ | 178.3    |            |  | $ | 434.7    |   |  | $ | 434.7    |   
|Average Interest Rate |  |                                                                   | 8.39  | % |      |   | 8.22 | %    |  |   | 7.79  | % |  |            | 7.33 | % |       |   | 7.06     | %          |  |   | 8.39     | % |  |   |          | **
|Variable Rate         |  | $                                                                 | 57.4  |   |      | $ | 51.8 |      |  | $ | 353.8 |   |  | $          | 44.7 |   |       | $ | 10,665.5 |            |  | $ | 11,173.2 |   |  | $ | 11,173.2 |   
|Average Interest Rate |  |                                                                   | 7.34  | % |      |   | 7.42 | %    |  |   | 7.34  | % |  |            | 7.29 | % |       |   | 7.29     | %          |  |   | 7.29     | % |  |   |          | **



|(1) | Information as of December 31, 2012
|--- | -----------------------------------

|** | 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 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.



93



---

##### Table of Contents

On December 6, 2012, the Company entered into a one-year interest cap transaction with
Credit Suisse in an amount of Ps. 10.6 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.

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, 2012, 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:
|                                                                                                                                                          |  |     
|US$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)                                                                                                   |  |     |  | Issuance of ADSs, including issuances resulting from a distribution of CPOs or rights or other property                                      
|                                                                                                                                                          |  |     
|                                                                                                                                                          |  |     |  | Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates                                            
|                                                                                                                                                          |  |     
|US$.02 (or less) per ADS                                                                                                                                  |  |     |  | Any cash distribution to ADS registered holders                                                                                              
|                                                                                                                                                          |  |     
|US$.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



94



---

##### Table of Contents

|                                                                                                                                                                                         |  |      |  |                                                                                        
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- |  | ---------------------------------------------------------------------------------------
|Persons depositing or withdrawing CPOs must pay:                                                                                                                                         |  | For:
|                                                                                                                                                                                         |  |     
|Expenses of the depositary                                                                                                                                                               |  |     |  | Cable, telex and facsimile transmissions as expressly provided in the deposit agreement
|                                                                                                                                                                                         |  |     
|                                                                                                                                                                                         |  |     |  | Converting foreign currency to U.S. dollars                                            
|                                                                                                                                                                                         |  |     
|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 US$28,889.12 net of taxes, from the depositary during the year ended December 31, 2011. Finally, we received reimbursements from the depositary in the
amount of US$7,640.86, net of taxes, during the year ended December 31, 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, 2012. 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 2012 fiscal year, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company



95



---

##### Table of Contents

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 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, 2012.
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, 2012.

(c) Attestation report of the registered public
accounting firm.

Not applicable.

(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 three 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 Luis Martínez Argüello (President), Ignacio Rodriguez Rocha 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 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.



96



---

##### Table of Contents

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.



|ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|--------- | --------------------------------------

The following table reflects our principal accounting fees and services for the years 2012 and 2011:

GRUPO TMM, S. A. B.

Summary of Auditors Payments

(In thousands of Dollars)



|                      |  |                    |          |  |      |   |          | 
|--------------------- |  | ------------------ | -------- |  | ---- | - | -------- | 
|                      |  | As of December 31, |         
|                      |  | 2012               |          |  | 2011 |  
|Audit Fees(a)         |  | $                  | 13,551.5 |  |      | $ | 13,882.6 | 
|Audit-Related Fees(b) |  |                    |         |  |      |   | 260.0    | 
|Tax Fees(c)           |  |                    | 210.3    |  |      |   | 199.7    | 
|                      |  |                    |          |  |      |   |          | 
|Total(d)              |  | $                  | 13,761.8 |  |      | $ | 14,342.3 | 
|                      |  |                    |          |  |      |   |          | 



|(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
2011 and 2012 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
|--------- | --------------------

Not
applicable.

PART III



|ITEM 17. | FINANCIAL STATEMENTS
|-------- | --------------------

Not
applicable.



97



---

##### Table of Contents

|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-8 | 
|Notes to the Consolidated Financial Statements             |  |      | F-9 | 



98



---

##### Table of Contents



LOGO

Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm

Grupo TMM, S.A.B. and Subsidiaries

December 31, 2012, 2011 and 2010



LOGO



F-1



---

##### Table of Contents

Grupo TMM, S.A.B. and Subsidiaries

Consolidated Financial Statements

December 31, 2012, 2011 and 2010

Contents



|                                                                                                                |  |                                                            |      |      |      | 
|--------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------- | ---- | ---- | ---- | 
|                                                                                                                |  |                                                            |      | Page |     
|Report of Independent Registered Public Accounting FirmReport of Independent Registered Public
 Accounting Firm |  |                                                            | F-3  |     
|                                                                                                                | 
|(Amounts expressed in thousands of Mexican pesos, except shares)                                                |  |                                                            | F-10 |     
|                                                                                                                |  |                                                           
|1.                                                                                                              |  | Nature of operations and general information               |      |      | F-10 | 
|2.                                                                                                              |  | Changes in accounting policies                             |      |      | F-13 | 
|3.                                                                                                              |  | Summary of significant accounting policies                 |      |      | F-17 | 
|4.                                                                                                              |  | Ongoing concern                                            |      |      | F-25 | 
|5.                                                                                                              |  | Taxes receivable                                           |      |      | F-26 | 
|6.                                                                                                              |  | Other accounts receivable                                  |      |      | F-26 | 
|7.                                                                                                              |  | Other current assets                                       |      |      | F-26 | 
|8.                                                                                                              |  | Concession rights                                          |      |      | F-27 | 
|9.                                                                                                              |  | Property, machinery and equipment, net                     |      |      | F-28 | 
|10.                                                                                                             |  | Prepaid expenses and other                                 |      |      | F-29 | 
|11.                                                                                                             |  | Intangible assets                                          |      |      | F-29 | 
|12.                                                                                                             |  | Financing                                                  |      |      | F-31 | 
|13.                                                                                                             |  | Obligations from sale of receivables                       |      |      | F-37 | 
|14.                                                                                                             |  | Trust certificates program                                 |      |      | F-38 | 
|15.                                                                                                             |  | Balances and transactions with related parties             |      |      | F-40 | 
|16.                                                                                                             |  | Accounts payable and accrued expenses                      |      |      | F-41 | 
|17.                                                                                                             |  | Stockholder equity                                         |      |      | F-41 | 
|18.                                                                                                             |  | Other expenses, net                                        |      |      | F-42 | 
|19.                                                                                                             |  | Gain (loss) on exchange, net                               |      |      | F-42 | 
|20.                                                                                                             |  | Income tax, tax loss carryforwards, and corporate flat tax |      |      | F-43 | 
|21.                                                                                                             |  | Financial information by segment                           |      |      | F-46 | 
|22.                                                                                                             |  | Employee benefits                                          |      |      | F-47 | 
|23.                                                                                                             |  | (Losses) earnings per share                                |      |      | F-50 | 
|24.                                                                                                             |  | Commitments and contingencies                              |      |      | F-50 | 
|25.                                                                                                             |  | Financial risk management, objectives, and policies        |      |      | F-53 | 
|26.                                                                                                             |  | Capital management policies and procedures                 |      |      | F-56 | 
|27.                                                                                                             |  | Subsequent event                                           |      |      | F-56 | 



F-2



---

##### Table of Contents

Report of 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, 2012, 2011 and 2010, and the related consolidated statements of operations, comprehensive income, changes in stockholder equity, and cash flows for each of the three years in the
period ended December 31, 2012. 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. The Company is not required to have, nor were we engaged to
perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, 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.

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, 2012, 2011 and 2010, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2012, in conformity
with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.



F-3



---

##### Table of Contents

The accompanying consolidated 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 significant net losses in 2012 and 2010, principally as a result of its comprehensive financing cost. These conditions, along with other matters as set forth in Note 4,
raise substantial doubt about the Companys ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As discussed in Note 3 c), as a result of changes in the economic environment and that the operations of Grupo TMM are currently concentrated in Mexico,
as of January 1, 2012, the Company has decided to change its operating currency and reporting from US dollars to Mexican pesos. The procedures for converting the operating currency were applied prospectively as of said date.

Mexico City

May 15, 2013



F-4



---

##### Table of Contents

Consolidated statements of financial position

December 31, 2012, 2011 and 2010

(amounts in thousands of Mexican pesos)



|                                                                                                                    |  |      |            |   |      |   |            |      |  |   |            |  
|------------------------------------------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|                                                                                                                    |  | 2012 |            |   | 2011 |   |            | 2010 | 
|Assets                                                                                                              |  |      |            |   |      |   |            |      |  |   |            |  
|Current                                                                                                             |  |      |            |   |      |   |            |      |  |   |            |  
|Cash and cash equivalents                                                                                           |  | $    | 496,680    |   |      | $ | 507,609    |      |  | $ | 1,113,560  |  
|Restricted cash (Notes 13 and 14)                                                                                   |  |      | 592,345    |   |      |   | 568,072    |      |  |   | 648,590    |  
|Accounts receivablenet of allowance for doubtful accounts of $55,112 in 2012, $48,733 in 2011, and $46,184 in
2010 |  |      | 474,027    |   |      |   | 543,440    |      |  |   | 465,478    |  
|Related parties (Note 15)                                                                                           |  |      |           |   |      |   |           |      |  |   | 5,052      |  
|Tax credits (Note 5)                                                                                                |  |      | 75,227     |   |      |   | 38,272     |      |  |   | 83,886     |  
|Other accounts receivable net (Note 6)                                                                             |  |      | 220,487    |   |      |   | 206,592    |      |  |   | 169,469    |  
|Materials and supplies                                                                                              |  |      | 133,990    |   |      |   | 144,246    |      |  |   | 118,827    |  
|Other current assets (Note 7)                                                                                       |  |      | 12,906     |   |      |   | 17,100     |      |  |   | 18,808     |  
|Non-current assets held for sale                                                                                    |  |      | 23,842     |   |      |   |           |      |  |   | 8,877      |  
|                                                                                                                    |  |      |            |   |      |   |            |      |  |   |            |  
|Total current assets                                                                                                |  |      | 2,029,504  |   |      |   | 2,025,331  |      |  |   | 2,632,547  |  
|                                                                                                                    |  |      |            |   |      |   |            |      |  |   |            |  
|Concession rightsnet (Note 8)                                                                                      |  |      | 32,167     |   |      |   | 35,943     |      |  |   | 35,276     |  
|Property, machinery and equipmentnet (Note 9)                                                                      |  |      | 9,716,653  |   |      |   | 10,012,703 |      |  |   | 9,430,423  |  
|Prepaid expenses and other (Note 10)                                                                                |  |      | 92,733     |   |      |   | 103,477    |      |  |   | 94,312     |  
|Intangible assets (Note 11)                                                                                         |  |      | 132,267    |   |      |   | 158,933    |      |  |   | 292,778    |  
|Deferred income tax (Note 20)                                                                                       |  |      | 941,944    |   |      |   | 942,621    |      |  |   | 835,665    |  
|                                                                                                                    |  |      |            |   |      |   |            |      |  |   |            |  
|Total assets                                                                                                        |  | $    | 12,945,268 |   |      | $ | 13,279,008 |      |  | $ | 13,321,001 |  
|                                                                                                                    |  |      |            |   |      |   |            |      |  |   |            |  
|Current liabilities:                                                                                                |  |      |            |   |      |   |            |      |  |   |            |  
|Current portion of long term debt (Notes 12 and 14)                                                                 |  | $    | 332,595    |   |      | $ | 239,759    |      |  | $ | 293,100    |  
|Suppliers                                                                                                           |  |      | 302,362    |   |      |   | 299,525    |      |  |   | 287,020    |  
|Accounts payable and accrued expenses (Note 16)                                                                     |  |      | 931,107    |   |      |   | 738,853    |      |  |   | 581,791    |  
|Related parties (Note 15)                                                                                           |  |      | 18,061     |   |      |   | 12,218     |      |  |   |           |  
|Obligations from the sale of receivables (Note 13)                                                                  |  |      |           |   |      |   |           |      |  |   | 138,960    |  
|                                                                                                                    |  |      |            |   |      |   |            |      |  |   |            |  
|Total current liabilities                                                                                           |  |      | 1,584,125  |   |      |   | 1,290,355  |      |  |   | 1,300,871  |  
|                                                                                                                    |  |      |            |   |      |   |            |      |  |   |            |  
|Long term debt (Notes 12 and 14)                                                                                    |  |      | 10,491,189 |   |      |   | 10,255,824 |      |  |   | 10,358,630 |  
|Dividends payable                                                                                                   |  |      |           |   |      |   |           |      |  |   | 175,660    |  
|Employee benefits (Note 22)                                                                                         |  |      | 211,143    |   |      |   | 213,415    |      |  |   | 172,787    |  
|Obligations from the sale of receivables (Note 13)                                                                  |  |      |           |   |      |   |           |      |  |   | 6,810      |  
|                                                                                                                    |  |      |            |   |      |   |            |      |  |   |            |  
|Total non-current liabilities                                                                                       |  |      | 10,702,332 |   |      |   | 10,469,239 |      |  |   | 10,713,887 |  
|                                                                                                                    |  |      |            |   |      |   |            |      |  |   |            |  
|Total liabilities                                                                                                   |  |      | 12,286,457 |   |      |   | 11,759,594 |      |  |   | 12,014,758 |  
|                                                                                                                    |  |      |            |   |      |   |            |      |  |   |            |  
|Stockholder equity (Note 17):                                                                                       |  |      |            |   |      |   |            |      |  |   |            |  
|Equity capital, 103,760,541 shares authorized and issued                                                            |  |      | 2,216,733  |   |      |   | 2,216,733  |      |  |   | 1,967,863  |  
|Treasury shares (1,577,700 shares)                                                                                  |  |      | (46,805    | ) |      |   | (46,805    | )    |  |   | (46,506    | )
|Revaluation surplus (Notes 3j and 9)                                                                                |  |      | 846,815    |   |      |   | 891,349    |      |  |   | 793,630    |  
|Statutory reserve                                                                                                   |  |      | 216,948    |   |      |   | 216,948    |      |  |   | 192,592    |  
|Accrued losses                                                                                                      |  |      | (2,463,934 | ) |      |   | (1,642,527 | )    |  |   | (1,560,219 | )
|Capital Premium                                                                                                     |  |      | 77,106     |   |      |   | 77,106     |      |  |   | 68,449     |  
|Translation balance (Note 3c)                                                                                       |  |      | (247,668   | ) |      |   | (247,668   | )    |  |   | (219,862   | )
|                                                                                                                    |  |      |            |   |      |   |            |      |  |   |            |  
|Controlling interest                                                                                                |  |      | 599,195    |   |      |   | 1,465,136  |      |  |   | 1,195,947  |  
|Non-controlling interest (Note 3s)                                                                                  |  |      | 59,616     |   |      |   | 54,278     |      |  |   | 110,296    |  
|                                                                                                                    |  |      |            |   |      |   |            |      |  |   |            |  
|Total stockholder equity                                                                                            |  |      | 658,811    |   |      |   | 1,519,414  |      |  |   | 1,306,243  |  
|                                                                                                                    |  |      |            |   |      |   |            |      |  |   |            |  
|Total liabilities and stockholder equity                                                                            |  | $    | 12,945,268 |   |      | $ | 13,279,008 |      |  | $ | 13,321,001 |  
|                                                                                                                    |  |      |            |   |      |   |            |      |  |   |            |  

The accompanying notes are an integral part of these consolidated financial statements.



F-5



---

##### Table of Contents

Consolidated statements of operations

for the years ended December 31, 2012, 2011, and 2010

(amounts in thousands of
pesos, except shares)



|                                                      |  |      |           |   |      |   |           |      |  |   |            |  
|----------------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | ---- |  | - | ---------- | -
|                                                      |  | 2012 |           |   | 2011 |   |           | 2010 | 
|Transportation revenue                                |  | $    | 3,334,745 |   |      | $ | 3,344,870 |      |  | $ | 3,859,315  |  
|Costs and expenses:                                   |  |      |           |   |      |   |           |      |  |   |            |  
|Salaries, wages and employee benefits                 |  |      | 895,839   |   |      |   | 803,148   |      |  |   | 858,043    |  
|Leases and other rents                                |  |      | 634,961   |   |      |   | 616,817   |      |  |   | 724,795    |  
|Purchased services                                    |  |      | 445,525   |   |      |   | 486,255   |      |  |   | 553,753    |  
|Fuel, materials and supplies                          |  |      | 353,598   |   |      |   | 325,508   |      |  |   | 322,395    |  
|Other costs and expenses                              |  |      | 157,344   |   |      |   | 232,490   |      |  |   | 238,486    |  
|Depreciation and amortization                         |  |      | 696,644   |   |      |   | 640,515   |      |  |   | 725,288    |  
|                                                      |  |      |           |   |      |   |           |      |  |   |            |  
|                                                      |  |      | 3,183,911 |   |      |   | 3,104,733 |      |  |   | 3,422,760  |  
|                                                      |  |      |           |   |      |   |           |      |  |   |            |  
|Income on transportation                              |  |      | 150,834   |   |      |   | 240,137   |      |  |   | 436,555    |  
|                                                      |  |      |           |   |      |   |           |      |  |   |            |  
|Other expenses, net (Note 18)                         |  |      | (26,377   | ) |      |   | (175,275  | )    |  |   | (65,030    | )
|                                                      |  |      |           |   |      |   |           |      |  |   |            |  
|Operating income                                      |  |      | 124,457   |   |      |   | 64,862    |      |  |   | 371,525    |  
|                                                      |  |      |           |   |      |   |           |      |  |   |            |  
|Interest income                                       |  |      | 50,098    |   |      |   | 44,813    |      |  |   | 103,004    |  
|Interest expense                                      |  |      | 987,890   |   |      |   | 1,041,482 |      |  |   | 987,796    |  
|Gain (loss) on exchange, net (Note 19)                |  |      | 41,002    |   |      |   | 1,164,450 |      |  |   | (481,697   | )
|                                                      |  |      |           |   |      |   |           |      |  |   |            |  
|Comprehensive financing cost                          |  |      | (896,790  | ) |      |   | 167,781   |      |  |   | (1,366,489 | )
|                                                      |  |      |           |   |      |   |           |      |  |   |            |  
|(Loss) income before taxes                            |  |      | (772,333  | ) |      |   | 232,643   |      |  |   | (994,964   | )
|                                                      |  |      |           |   |      |   |           |      |  |   |            |  
|Provision for income taxes (Note 20)                  |  |      | (8,783    | ) |      |   | (41,060   | )    |  |   | (10,350    | )
|                                                      |  |      |           |   |      |   |           |      |  |   |            |  
|Net (loss) income for the year                        |  | $    | (781,116  | ) |      | $ | 191,583   |      |  | $ | (1,005,314 | )
|                                                      |  |      |           |   |      |   |           |      |  |   |            |  
|Attributable to:                                      |  |      |           |   |      |   |           |      |  |   |            |  
|Non-controlling interest                              |  |      | 5,338     |   |      |   | 12,539    |      |  |   | 20,814     |  
|                                                      |  |      |           |   |      |   |           |      |  |   |            |  
|Grupo TMM, S.A.B. Stockholders                        |  | $    | (786,454  | ) |      | $ | 179,044   |      |  | $ | (1,026,128 | )
|                                                      |  |      |           |   |      |   |           |      |  |   |            |  
|Net (loss) earnings for the year, per share           |  | $    | (7.644    | ) |      | $ | 1.875     |      |  | $ | (9.855     | )
|                                                      |  |      |           |   |      |   |           |      |  |   |            |  
|Weighted average of shares outstanding for the period |  |      | 102,183   |   |      |   | 102,176   |      |  |   | 102,007    |  
|                                                      |  |      |           |   |      |   |           |      |  |   |            |  

The accompanying notes are an integral part of these consolidated financial statements.



F-6



---

##### Table of Contents

Consolidated statements of comprehensive (loss) income

for the years ended December 31, 2012, 2011, and 2010

(amounts in thousands of pesos, except shares)



|                                                        |  |      |          |   |      |   |          |      |  |   |            |  
|------------------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | ---- |  | - | ---------- | -
|                                                        |  | 2012 |          |   | 2011 |   |          | 2010 | 
|Net (loss) profit for the year                          |  | $    | (781,116 | ) |      | $ | 191,583  |      |  | $ | (1,005,314 | )
|Other comprehensive (loss) income lines:                |  |      |          |   |      |   |          |      |  |   |            |  
|Stock repurchase                                        |  |      |         |   |      |   | (1,381   | )    |  |   | 619        |  
|Translation balance                                     |  |      | (42,989  | ) |      |   | (240,366 | )    |  |   | 65,089     |  
|Provision for employee benefits                         |  |      | 11,480   |   |      |   | (41,549  | )    |  |   | (23,075    | )
|Revaluation surplus                                     |  |      | (63,620  | ) |      |   | (3,786   | )    |  |   | 1,133,757  |  
|Cancellation of dividends (Note 17)                     |  |      |         |   |      |   | 134,204  |      |  |   |           |  
|Income tax on other comprehensive income (loss) results |  |      | 15,642   |   |      |   | 13,601   |      |  |   | (333,205   | )
|                                                        |  |      |          |   |      |   |          |      |  |   |            |  
|Other comprehensive results for the year net of taxes   |  |      | (79,487  | ) |      |   | (139,277 | )    |  |   | 843,185    |  
|                                                        |  |      |          |   |      |   |          |      |  |   |            |  
|Comprehensive (loss) profit for the year                |  | $    | (860,603 | ) |      | $ | 52,306   |      |  | $ | (162,129   | )
|                                                        |  |      |          |   |      |   |          |      |  |   |            |  
|Attributable to:                                        |  |      |          |   |      |   |          |      |  |   |            |  
|Non-controlling interest                                |  |      | 5,338    |   |      |   | 12,539   |      |  |   | 20,814     |  
|Grupo TMM, S.A.B. Stockholders                          |  |      | (865,941 | ) |      |   | 39,767   |      |  |   | (182,943   | )
|                                                        |  |      |          |   |      |   |          |      |  |   |            |  
|                                                        |  | $    | (860,603 | ) |      | $ | 52,306   |      |  | $ | (162,129   | )
|                                                        |  |      |          |   |      |   |          |      |  |   |            |  

The accompanying notes are an integral part of these consolidated financial statements.



F-7



---

##### Table of Contents

Consolidated statements of changes in stockholder equity

Years ended December 31, 2012, 2011, and 2010

(amounts in thousands of pesos, except shares)



|                                                   |  |                                       |             |   |               |   |           |                  |  |   |                |   |  |                                       |        |   |          |   |          |                         |  |   |                        |   |  |   |         |   |  |   |            |  
|-------------------------------------------------- |  | ------------------------------------- | ----------- | - | ------------- | - | --------- | ---------------- |  | - | -------------- | - |  | ------------------------------------- | ------ | - | -------- | - | -------- | ----------------------- |  | - | ---------------------- | - |  | - | ------- | - |  | - | ---------- | -
|                                                   |  | Number ofshares issuedand outstanding |             |   | EquityCapital |   |           | Cumulativelosses |  |   | CapitalPremium |   |  | Initial cumulativetranslation balance |        |   | Subtotal |   |          | Non-controllinginterest |  |   | TotalStockholderEquity |  
|Balances as of December 31, 2009                   |  |                                       | 102,024,441 |   |               | $ | 2,024,906 |                  |  | $ | (391,054       | ) |  | $                                     | 72,109 |   |          | $ | (231,617 | )                       |  | $ | 1,474,344              |   |  | $ | 94,710  |   |  | $ | 1,569,054  |  
|Repurchase of shares during 2010                   |  |                                       | (29,800     | ) |               |   | (780      | )                |  |   | 619            |   |  |                                       |       |   |          |   |         |                         |  |   | (161                   | ) |  |   |        |   |  |   | (161       | )
|Revaluation surplus                                |  |                                       |             |   |               |   |           |                  |  |   | 793,630        |   |  |                                       |       |   |          |   |         |                         |  |   | 793,630                |   |  |   |        |   |  |   | 793,630    |  
|Translation balance                                |  |                                       |            |   |               |   | (102,769  | )                |  |   | 65,089         |   |  |                                       | (3,660 | ) |          |   | 11,755   |                         |  |   | (29,585                | ) |  |   | (5,228  | ) |  |   | (34,813    | )
|Provision for employee benefits                    |  |                                       |            |   |               |   |          |                  |  |   | (16,153        | ) |  |                                       |       |   |          |   |         |                         |  |   | (16,153                | ) |  |   |        |   |  |   | (16,153    | )
|                                                   |  |                                       |             |   |               |   |           |                  |  |   |                |   |  |                                       |        |   |          |   |          |                         |  |   |                        |   |  |   |         |   |  |   |            |  
|Total year expenses recognized directly in capital |  |                                       |             |   |               |   |           |                  |  |   | 843,185        |   |  |                                       |        |   |          |   |          |                         |  |   |                        |   |  |   |         |   |  |   |            |  
|Net loss for the year                              |  |                                       |            |   |               |   |          |                  |  |   | (1,026,128     | ) |  |                                       |       |   |          |   |         |                         |  |   | (1,026,128             | ) |  |   | 20,814  |   |  |   | (1,005,314 | )
|                                                   |  |                                       |             |   |               |   |           |                  |  |   |                |   |  |                                       |        |   |          |   |          |                         |  |   |                        |   |  |   |         |   |  |   |            |  
|Comprehensive loss for the year                    |  |                                       |             |   |               |   |           |                  |  |   | (182,943       | ) |  |                                       |        |   |          |   |          |                         |  |   |                        |   |  |   |         |   |  |   |            |  
|                                                   |  |                                       |             |   |               |   |           |                  |  |   |                |   |  |                                       |        |   |          |   |          |                         |  |   |                        |   |  |   |         |   |  |   |            |  
|Balances as of December 31, 2010                   |  |                                       | 101,994,641 |   |               |   | 1,921,357 |                  |  |   | (573,997       | ) |  |                                       | 68,449 |   |          |   | (219,862 | )                       |  |   | 1,195,947              |   |  |   | 110,296 |   |  |   | 1,306,243  |  
|                                                   |  |                                       |             |   |               |   |           |                  |  |   |                |   |  |                                       |        |   |          |   |          |                         |  |   |                        |   |  |   |         |   |  |   |            |  
|Sale of repurchased stocks during 2011             |  |                                       | 188,200     |   |               |   | 5,579     |                  |  |   | (1,381         | ) |  |                                       |       |   |          |   |         |                         |  |   | 4,198                  |   |  |   |        |   |  |   | 4,198      |  
|Revaluation surplus                                |  |                                       |            |   |               |   |          |                  |  |   | (2,650         | ) |  |                                       |       |   |          |   |         |                         |  |   | (2,650                 | ) |  |   |        |   |  |   | (2,650     | )
|Translation balance                                |  |                                       |            |   |               |   | 242,992   |                  |  |   | (240,366       | ) |  |                                       | 8,657  |   |          |   | (27,806  | )                       |  |   | (16,523                | ) |  |   | 15,477  |   |  |   | (1,046     | )
|Provision for employee benefits                    |  |                                       |            |   |               |   |          |                  |  |   | (29,084        | ) |  |                                       |       |   |          |   |         |                         |  |   | (29,084                | ) |  |   |        |   |  |   | (29,084    | )
|Cancellation of dividends                          |  |                                       |            |   |               |   |          |                  |  |   | 134,204        |   |  |                                       |       |   |          |   |         |                         |  |   | 134,204                |   |  |   |        |   |  |   | 134,204    |  
|                                                   |  |                                       |             |   |               |   |           |                  |  |   |                |   |  |                                       |        |   |          |   |          |                         |  |   |                        |   |  |   |         |   |  |   |            |  
|Total year expenses recognized directly in capital |  |                                       |             |   |               |   |           |                  |  |   | (139,277       | ) |  |                                       |        |   |          |   |          |                         |  |   |                        |   |  |   |         |   |  |   |            |  
|Reduction of capital in subsidiaries               |  |                                       |            |   |               |   |          |                  |  |   |               |   |  |                                       |       |   |          |   |         |                         |  |   |                       |   |  |   | (84,034 | ) |  |   | (84,034    | )
|Net earnings for the year                          |  |                                       |            |   |               |   |          |                  |  |   | 179,044        |   |  |                                       |       |   |          |   |         |                         |  |   | 179,044                |   |  |   | 12,539  |   |  |   | 191,583    |  
|                                                   |  |                                       |             |   |               |   |           |                  |  |   |                |   |  |                                       |        |   |          |   |          |                         |  |   |                        |   |  |   |         |   |  |   |            |  
|Comprehensive earnings for the year                |  |                                       |             |   |               |   |           |                  |  |   | 39,767         |   |  |                                       |        |   |          |   |          |                         |  |   |                        |   |  |   |         |   |  |   |            |  
|                                                   |  |                                       |             |   |               |   |           |                  |  |   |                |   |  |                                       |        |   |          |   |          |                         |  |   |                        |   |  |   |         |   |  |   |            |  
|Balances as of December 31, 2011                   |  |                                       | 102,182,841 |   |               |   | 2,169,928 |                  |  |   | (534,230       | ) |  |                                       | 77,106 |   |          |   | (247,668 | )                       |  |   | 1,465,136              |   |  |   | 54,278  |   |  |   | 1,519,414  |  
|                                                   |  |                                       |             |   |               |   |           |                  |  |   |                |   |  |                                       |        |   |          |   |          |                         |  |   |                        |   |  |   |         |   |  |   |            |  
|Revaluation surplus                                |  |                                       |            |   |               |   |          |                  |  |   | (44,534        | ) |  |                                       |       |   |          |   |         |                         |  |   | (44,534                | ) |  |   |        |   |  |   | (44,534    | )
|Translation balance                                |  |                                       |            |   |               |   |          |                  |  |   | (42,989        | ) |  |                                       |       |   |          |   |         |                         |  |   | (42,989                | ) |  |   |        |   |  |   | (42,989    | )
|Provision for employee benefits                    |  |                                       |            |   |               |   |          |                  |  |   | 8,036          |   |  |                                       |       |   |          |   |         |                         |  |   | 8,036                  |   |  |   |        |   |  |   | 8,036      |  
|                                                   |  |                                       |             |   |               |   |           |                  |  |   |                |   |  |                                       |        |   |          |   |          |                         |  |   |                        |   |  |   |         |   |  |   |            |  
|Total year expenses recognized directly in capital |  |                                       |             |   |               |   |           |                  |  |   | (79,487        | ) |  |                                       |        |   |          |   |          |                         |  |   |                        |   |  |   |         |   |  |   |            |  
|Net loss for the year                              |  |                                       |            |   |               |   |          |                  |  |   | (786,454       | ) |  |                                       |       |   |          |   |         |                         |  |   | (786,454               | ) |  |   | 5,338   |   |  |   | (781,116   | )
|                                                   |  |                                       |             |   |               |   |           |                  |  |   |                |   |  |                                       |        |   |          |   |          |                         |  |   |                        |   |  |   |         |   |  |   |            |  
|Comprehensive loss for the year                    |  |                                       |             |   |               |   |           |                  |  |   | (865,941       | ) |  |                                       |        |   |          |   |          |                         |  |   |                        |   |  |   |         |   |  |   |            |  
|                                                   |  |                                       |             |   |               |   |           |                  |  |   |                |   |  |                                       |        |   |          |   |          |                         |  |   |                        |   |  |   |         |   |  |   |            |  
|Balances as of December 31, 2012                   |  |                                       | 102,182,841 |   |               | $ | 2,169,928 |                  |  | $ | (1,400,171     | ) |  | $                                     | 77,106 |   |          | $ | (247,668 | )                       |  | $ | 599,195                |   |  | $ | 59,616  |   |  | $ | 658,811    |  
|                                                   |  |                                       |             |   |               |   |           |                  |  |   |                |   |  |                                       |        |   |          |   |          |                         |  |   |                        |   |  |   |         |   |  |   |            |  

The accompanying notes are an integral part of these consolidated financial statements.



F-8



---

##### Table of Contents

Consolidated statements of cash flow

Years ended December 31, 2012, 2011, and 2010

(amounts in thousands of pesos)



|                                                                                     |  |      |           |   |      |   |            |      |  |   |            |  
|------------------------------------------------------------------------------------ |  | ---- | --------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|                                                                                     |  | 2012 |           |   | 2011 |   |            | 2010 | 
|Cash flows from operating activities:                                                |  |      |           |   |      |   |            |      |  |   |            |  
|Net (loss) profit for the year:                                                      |  | $    | (781,116  | ) |      | $ | 191,583    |      |  | $ | (1,005,314 | )
|Adjustments to reconcile net loss (profit) to cash provided by operating activities: |  |      |           |   |      |   |            |      |  |   |            |  
|Depreciation and amortization                                                        |  |      | 696,644   |   |      |   | 640,515    |      |  |   | 725,288    |  
|Other amortizations                                                                  |  |      | 108,480   |   |      |   | 139,646    |      |  |   | 121,492    |  
|Provision for taxes                                                                  |  |      | 8,783     |   |      |   | 41,060     |      |  |   | 10,350     |  
|Gain on the sale of properties, machinery and equipment                              |  |      | (17,165   | ) |      |   | (6,189     | )    |  |   | (4,233     | )
|Loss on the sale of subsidiary shares                                                |  |      |          |   |      |   |           |      |  |   | 12,814     |  
|Impairment of long-lived assets                                                      |  |      |          |   |      |   | 129,567    |      |  |   |           |  
|Provision for interest on debt                                                       |  |      | 856,901   |   |      |   | 855,868    |      |  |   | 835,912    |  
|Gain on purchase of subsidiaries                                                     |  |      | (74,245   | ) |      |   |           |      |  |   |           |  
|Exchange (gain) lossnet                                                             |  |      | (25,387   | ) |      |   | (1,158,423 | )    |  |   | 479,397    |  
|Changes in assets and liabilities:                                                   |  |      |           |   |      |   |            |      |  |   |            |  
|Restricted cash                                                                      |  |      | (24,273   | ) |      |   | 80,519     |      |  |   | 189,154    |  
|Accounts receivable                                                                  |  |      | 69,413    |   |      |   | (77,962    | )    |  |   | 154,789    |  
|Other accounts receivable and related parties                                        |  |      | (45,007   | ) |      |   | 25,760     |      |  |   | 149,666    |  
|Materials, supplies and accessories                                                  |  |      | 10,256    |   |      |   | (25,419    | )    |  |   | (6,938     | )
|Other current assets                                                                 |  |      | 4,194     |   |      |   | 1,707      |      |  |   | (1,120     | )
|Other accounts payable and accrued expenses                                          |  |      | 116,767   |   |      |   | (113,036   | )    |  |   | (600,163   | )
|Other non-current assets                                                             |  |      | 14,590    |   |      |   | 124,679    |      |  |   | 135,964    |  
|Employee benefits                                                                    |  |      | (2,272    | ) |      |   | 40,628     |      |  |   | 16,954     |  
|                                                                                     |  |      |           |   |      |   |            |      |  |   |            |  
|Total adjustments                                                                    |  |      | 1,697,679 |   |      |   | 698,920    |      |  |   | 2,219,326  |  
|                                                                                     |  |      |           |   |      |   |            |      |  |   |            |  
|Cash provided by operating activities                                                |  |      | 916,563   |   |      |   | 890,503    |      |  |   | 1,214,012  |  
|                                                                                     |  |      |           |   |      |   |            |      |  |   |            |  
|Cash flows from investment activities:                                               |  |      |           |   |      |   |            |      |  |   |            |  
|Sale of properties, machinery and equipment                                          |  |      | 60,709    |   |      |   | 47,510     |      |  |   | 67,140     |  
|Acquisition of properties, machinery and equipment                                   |  |      | (351,203  | ) |      |   | (191,082   | )    |  |   | (405,938   | )
|Acquisition of subsidiaries                                                          |  |      | (54,301   | ) |      |   |           |      |  |   |           |  
|Sale of associate companies                                                          |  |      |          |   |      |   |           |      |  |   | 51,331     |  
|Reduction of capital in subsidiaries                                                 |  |      |          |   |      |   | (74,874    | )    |  |   |           |  
|                                                                                     |  |      |           |   |      |   |            |      |  |   |            |  
|Cash used in investment activities                                                   |  |      | (344,795  | ) |      |   | (218,446   | )    |  |   | (287,467   | )
|                                                                                     |  |      |           |   |      |   |            |      |  |   |            |  
|Cash flows from financing activities:                                                |  |      |           |   |      |   |            |      |  |   |            |  
|Proceeds from financial debt                                                         |  |      | (570,006  | ) |      |   | (1,121,266 | )    |  |   | 12,410     |  
|Cash proceeds from obligations from the sale of receivables                          |  |      |          |   |      |   | (147,910   | )    |  |   | (111,041   | )
|Purchase of capital stock                                                            |  |      |          |   |      |   | 1,205      |      |  |   | (164       | )
|                                                                                     |  |      |           |   |      |   |            |      |  |   |            |  
|Cash used in financing activities                                                    |  |      | (570,006  | ) |      |   | (1,267,971 | )    |  |   | (98,795    | )
|                                                                                     |  |      |           |   |      |   |            |      |  |   |            |  
|Effect on cash from currency fluctuation                                             |  |      | (12,691   | ) |      |   | (10,038    | )    |  |   | 24, 702    |  
|                                                                                     |  |      |           |   |      |   |            |      |  |   |            |  
|Net (decrease) increase in cash and cash equivalents                                 |  |      | (10,929   | ) |      |   | (605,952   | )    |  |   | 852,452    |  
|Cash and cash equivalents at year start                                              |  |      | 507,609   |   |      |   | 1,113,561  |      |  |   | 261,109    |  
|                                                                                     |  |      |           |   |      |   |            |      |  |   |            |  
|Cash and cash equivalents at year end                                                |  | $    | 496,680   |   |      | $ | 507,609    |      |  | $ | 1,113,561  |  
|                                                                                     |  |      |           |   |      |   |            |      |  |   |            |  
|Supplemental cash disclosures:                                                       |  |      |           |   |      |   |            |      |  |   |            |  
|Interest paid                                                                        |  | $    | 616,921   |   |      | $ | 920,962    |      |  | $ | 376,001    |  
|                                                                                     |  |      |           |   |      |   |            |      |  |   |            |  
|Income tax and corporate flat tax paid                                               |  |      |           |   |      |   |            |      |  |   |            |  
|                                                                                     |  | $    | 64,635    |   |      | $ | 12,738     |      |  | $ | 13,256     |  
|                                                                                     |  |      |           |   |      |   |            |      |  |   |            |  

The accompanying notes are an integral part of these consolidated financial statements.



F-9



---

##### Table of Contents

Notes to the consolidated financial statements

As of December 31, 2012, 2011, and 2010

(Amounts expressed in
thousands of Mexican pesos, 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.



F-10



---

##### Table of Contents

As of December 31, 2012 and 2011, Grupo TMM holds the percentage of equity interest indicated in the
following companies:



|                                                                             |  |      |     |   |      |    |     |  
|---------------------------------------------------------------------------- |  | ---- | --- | - | ---- | -- | --- | -
|                                                                             |  | 2012 |     |   | 2011 |   
|Inmobiliaria TMM, S.A. de C.V. and subsidiaries                              |  |      | 100 | % |      |    | 100 | %
|Operadora Marítima TMM, S.A. de C.V.                                         |  |      | 100 | % |      |    | 100 | %
|Transportación Marítima Mexicana, S.A. de C.V. and subsidiaries              |  |      | 100 | % |      |    | 100 | %
|TMM Logistics, S.A. de C.V. and subsidiaries                                 |  |      | 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.                                     |  | i)   |    |   |      |    | 100 | %
|Marmex Marine Mexico, Inc. and subsidiary                                    |  |      | 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. and subsidiary                                         |  |      | 100 | % |      |    | 100 | %
|TMM Parcel Tankers, S.A. de C.V.                                             |  |      | 100 | % |      |    | 100 | %
|TMM División Marítima, S.A. de C.V.                                          |  |      | 100 | % |      |    | 100 | %
|TMM Dirección Corporativa S.A. de C.V. (formerly                             |  |      |     |   |      |    |     |  
|TMM Remolcadores, S.A. de C.V.)                                              |  |      | 100 | % |      |    | 100 | %
|Ikusi S.A.P.I. de C.V. (formerly 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.                           |  | b)   | 100 | % |      | b) | 100 | %
|Promotora Satuiza, S.A.P.I. de C.V.                                          |  | a)   | 99  | % |      | a) | 99  | %
|Promotora Satco, S.A. de C.V.                                                |  |      | 100 | % |      |    | 100 | %
|Lex New Proyects, S.A.P.I. de C.V. (formerly TMM New Proyects, S.A. de C.V.) |  |      | 99  | % |      |    | 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  | %
|Seehafen Operadora Marítima, S.A.P.I. de C.V. and subsidiary                 |  | c)   | 100 | % |      |    |    |  
|Mexschiff Operación de Personal, S.A.P.I. de C.V.                            |  | d)   | 100 | % |      |    |    |  
|Perjomar Operadora de Personal, S.A.P.I. de C.V.                             |  | e)   | 100 | % |      |    |    |  
|Omexmar Operadora Mexicana Marítima, S.A.P.I. de C.V.                        |  | f)   | 100 | % |      |    |    |  
|Perhafen Services Marítimos, S.A.P.I. de C.V.                                |  | g)   | 100 | % |      |    |    |  



F-11



---

##### Table of Contents

|                                                  |  |    |     |   |  |  |   | 
|------------------------------------------------- |  | -- | --- | - |  |  | - | 
|Inmobiliaria Dos Naciones, S. de R.L. de C.V.     |  | h) | 100 | % |  |  |  | 
|Línea Mexicana TMM, S.A. de C.V.                  |  |    | 100 | % |  |  |  | 
|Siderpec Training Operadora, S.A.P.I de C.V.      |  | j) | 98  | % |  |  |  | 
|Arbeimeer Operadora de Personal, S.A.P.I. de C.V. |  | k) | 98  | % |  |  |  | 
|Opertraining Services, S.A.P.I. de C.V.           |  | l) | 98  | % |  |  |  | 



|a) | On November 22, 2011, one share in Promotora Satuiza, S.A.P.I. de C.V., was sold to an unrelated party.
|-- | -------------------------------------------------------------------------------------------------------

|b) | 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.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|c) | On August 3, 2012, Seehafen Operadora Marítima, S.A.P.I. de C.V. was formed, to construct, repair, service, maintain, and refurbish all class of containers
and platforms both in Mexico and overseas, itself or through third parties.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|d) | On May 28, 2012, Mexschiff Operación de Personal, S.A.P.I. de C.V. was established, to provide services and consulting at Mexican ports, as regulated by the
port law.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|e) | On May 28, 2012, Perjomar Operadora de Personal, S.A.P.I. de C.V. was formed, to provide all class of industrial and commercial consulting services, and services
related to the creation, planning, implementation, and development of programs aimed at promoting personnel efficiency and retention.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|f) | On May 28, 2012, Omexmar Operadora Mexicana Marítima, S.A.P.I. de C.V. was established, to enter into industrial, commercial, and/or service contracts and
agreements in the public and private sectors to provide all class of consulting or services.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|g) | On June 14, 2012, Perhafen Services Marítimos, S.A.P.I. de C.V. was formed, to provide services and consulting at Mexican ports as regulated by the port
law.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|h) | On January 31, 2012, shares in Inmobiliaria Dos Naciones, S. de R.L. de C.V. (IDN) were acquired. This company engages in the construction of port facilities for
the construction, repair, or major modification of vessels. (See Note 4)
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|i) | On July 2, 2012, Grupo TMM sold its shares in Lacto Comercial Organizada, S.A. de C.V. to TMM Logistics, S.A. de C.V.; on this same date TMM Logistics, S.A. de
C.V. split with the spin-off company being Seehafen Operadora Marítima, S.A.P.I. de C.V.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|j) | On May 28, 2012, Siderpec Training Operadora, S.A.P.I. de C.V. was formed, to provide all class of industrial, commercial, and service consulting services.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|k) | On June 14, 2012, Arbeimeer Operadora de Personal, S.A.P.I. de C.V. was established, to provide all class of industrial, commercial, and service consulting
services.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|l) | On June 14, 2012, Opertraining Services, S.A.P.I. de C.V. was formed, to provide all class of services to third parties, including but not limited to, technical
assistance and administrative services.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-12



---

##### Table of Contents

2 Changes in accounting policies:

a. Adoption of Presentation of Items of Other Comprehensive Income (Amendments to IAS 1)

Grupo TMM has adopted early the Reporting of Other Comprehensive Income Lines (IAS I Amendments). The IAS 1 Amendments apply to years starting
on or after July 1, 2012 and require Companies to group the lines reported under Other Comprehensive Income with those that, according to other IFRS, will not be subsequently reclassified to income and those that will be reclassified to income
when specific conditions are met.

The current option to report Other Comprehensive Income lines either before taxes or net of taxes remains
unchanged, therefore the IAS 1 Amendments require the tax associated with each of the two Other Comprehensive Income groups to be shown separately.

b. New standards, amendments, and interpretations for existing standards that are not yet in effect and which have not been adopted early by Grupo TMM

At the date of authorization of these consolidated financial statements, certain new standards, amendments, 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 (with the exception of the IAS 1 Amendments mentioned in point a) above). Management anticipates that all of the relevant
pronouncements will be adopted into Grupo TMMs accounting policies in the first period after the effective date of the pronouncement. Information on new standards, amendments, and interpretations that are expected to be relevant to Grupo
TMMs financial statements is detailed 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.

c. IFRS 9 Financial Instruments (IFRS 9)

The objective of the IASB is to replace IAS 39, Financial Instruments: Recognition and Measurement (IAS 39) with IFRS 9. To date, the chapters that presented problems with the recognition, classification,
measuring, and de-recognition of financial assets and liabilities have been resolved. These chapters are applicable for years starting on or after January 1, 2012. The chapters that discuss the methodology for impairment and hedge accounting
are still being developed. In addition, in November 2011, the IASB tentatively decided to consider making minimal modifications to the financial asset classification model of IFRS 9 to resolve issues of application. 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 can be
evaluated.



F-13



---

##### Table of Contents

d. Consolidation Standards

The IASB released a package of consolidation standards applicable for years starting on or after January 1, 2013. The information for these new standards is presented following. Company Management
has not yet completed its assessment of the impact of these new and revised standards on the consolidated financial statements of Grupo TMM.

i. IFRS 10 Consolidated Financial Statements (IFRS 10)

IFRS 10 replaces IAS 27 Consolidated and
separated financial statements (IAS 27) and SIC 12 ConsolidationSpecial purpose entities. IFRS 10 revises the definition of control and provides a more extensive guide for its application. The new requirements have the potential to affect
which Grupo TMM interests will be considered subsidiaries and therefore change the scope of the consolidation. However, the requirements for the consolidation procedures, the accounting changes for non-controlling interests, and the accounting for
the loss of control in a subsidiary remain the same. Company Managements preliminary assessment is that IFRS 10 will not change the classification (of subsidiaries or any other) for any of Grupo TMMs current interests as of
December 31, 2012.

ii. IFRS 11 Joint Arrangements (IFRS 11)

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

iii. 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 introduces a new disclosure requirement for the risks to which the Company is exposed in terms of its involvement with structured entities.

iv. Transition guide for IFRS 10, 11, and 12

Subsequent to the release of the new standards, the
IASB has made some changes to the considerations on transition for IFRS 10, IFRS 11, and IFRS 12. The guide confirms the Company is not obligated to apply IFRS 10 retrospectively in some circumstances and clarifies the requirements for reporting
adjusted comparative information. The guide also makes changes to IFRS 11 and IFRS 12, which provides certain relief for the reporting or adjustment of comparative information for periods prior to the previous period. It also provides additional
relief removing the requirements of comparative disclosures associated with unconsolidated structured entities for any period prior to their first year for which IFRS 12 is applied. The new guide is applicable for years starting on or after
January 1, 2013.

v. Subsequent modifications of IAS 27 Separate financial statements (IAS 27) and IAS 28
Investments in Associates and Joint Ventures (IAS 28)



F-14



---

##### Table of Contents

IAS 27 only covers consolidated financial statements. IAS 28 includes investments in joint ventures under
its scope. However, the equity method of IAS 28 remains unchanged.

e. IFRS 13 Fair Value Measurement (IFRS 13)

IFRS 13 clarifies the definition of fair value and provides a guide with improved disclosures regarding the measuring of fair value. This
does not affect which lines are required to be measured at fair value. IFRS 13 applies prospectively for years starting on or after January 1, 2013. Grupo TMM Management is in the process of reviewing its valuation methodologies considering the
new requirements and has not yet completed its assessment of the impact on the consolidated financial statements.

f. Changes
to IAS 19 Employee benefits (IAS 19 Amendments)

The IAS 19 Amendments include a number of improvements planned.

The most significant involve defined benefit plans, including:



| |  |  | The corridor method is eliminated, requiring entities to recognize actuarial profits and losses incurred for the period reported,
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | Changes to the measuring and reporting of certain components of the defined benefit cost,
| | - |  | -----------------------------------------------------------------------------------------



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

The IAS 19 Amendments apply for years starting on or after January 1, 2013 and their
effects are to be applied retrospectively. Grupo TMM will not be affected and the IAS 19 Amendments will not have an impact on the consolidated financial statements of Grupo TMM.

g. Offsetting Financial Assets and Liabilities (IAS 32 Amendments)

The IAS 32 Amendments add a guide to correct the inconsistencies in the application of the criteria for IAS 32 to offset financial assets and financial liabilities in the following two areas:



| |  |  | the meaning of having the right to offset,
| | - |  | --------------------------------------------



| |  |  | that any gross settlement system could be considered equivalent to the net settlement.
| | - |  | --------------------------------------------------------------------------------------

The amendments are applicable for years starting on or after January 1, 2014 and are applied retrospectively. Company Management does not anticipate
the amendments will have any material effect on the consolidated financial statements of Grupo TMM.



F-15



---

##### Table of Contents

h. DisclosuresOffsetting financial assets and liabilities (IFRS 7 Amendments)

Disclosures have been qualitatively and quantitatively included in IFRS 7 Financial Instruments: Disclosures (IFRS 7) in terms of
the gross and net amounts recognized in financial instruments that are (a) offset on the statement of financial position and (b) subject to agreements to report net amounts and similar arrangements, even when there is no offsetting on the
statement of financial position. The Amendments are applicable for years starting on or after January 1, 2013 and for quarters during these years. The disclosures required are to be made retrospectively. Company Management does not anticipate
the Amendments will have a material impact on the consolidated financial statements of Grupo TMM.

i. Annual Improvements 2009
- 2011 (The Annual Improvements)

The 2009 - 2011 Annual Improvements make various minor changes to different IFRS. The relevant changes for
Grupo TMM are summarized following:

Clarifications of the requirements for the opening statement of financial position:



| |  |  | Clarifies that the appropriate date for the opening statement of financial position is the start of the previous period (the related notes are no
longer required),
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Considers comparative requirements for an opening statement of financial position when an entity changes accounting policies or makes retrospective
reformulations or reclassifications, per IAS 8.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company has considered the early application of this Annual Improvement
and does not present the notes to the statement of financial position as of December 31, 2010 as a result of the retrospective application of the accounting change mentioned in Note 3o.

Clarifications of the comparative information requirements providing additional minimum requirements:



| |  |  | Clarifies that the additional information to the financial statements does not need to be presented in the form of a complete set of financial
statements for periods beyond the minimum requisites,
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Requires that any additional information presented must be in accordance with the IFRS and that the entity must present comparative information in the
related notes for said additional information.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Effect of tax on distributions to holders of capital instruments:



| |  |  | Corrects the inconsistency detected between IAS 12 Income Tax (IAS 12) and IAS 32 Financial Instruments: Presentation (IAS 32)
in relation to the recognition of the effects of income tax related to distributions to holders of capital instruments and the transaction costs for a capital transaction.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Clarifies that the intention of the IAS 32 is to follow the requirements of IAS 12 for the accounting of income tax related to distributions to holders
of capital instruments and the transaction costs for a capital transaction.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-16



---

##### Table of Contents

Information by segments for the total assets and liabilities:



| |  |  | Clarifies that the total assets and liabilities for a particular reportable segment needs to be disclosed if and only if: (i) a measure of the
total assets and the total liabilities (or both) is provided regularly to the COO that makes the decisions; (ii) there has been a material change in the measures disclosed in the last financial statements for the reportable segment.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Annual Improvements described above are applicable for years starting on or after January 1, 2013. Company
Management does not anticipate these improvements will have a material impact 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), issued by the International Accounting Standards Board (IASB), and these are expressed in thousands of Mexican pesos, the currency in which the Company
transacts a major share of its operations, and in which a significant portion of the Companys assets and liabilities arose and/or are listed. Until December 31, 2011, the operating and reporting currency was the US dollar, see Note 3c
below.

The accompanying consolidated financial statements were approved by the Company Board of Directors on April 9, 2013.

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, 2012.

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.

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.



F-17



---

##### Table of Contents

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 Business combinations

Grupo TMM applies the acquisition method to register business
combinations. The payment Grupo TMM transfers to obtain control of a subsidiary is calculated as the sum of the fair values on the acquisition date of the assets transferred, liabilities incurred, and the capital interests issued by Grupo TMM, which
includes the fair value of any asset or liability that arises from the contingent payment agreement. The acquisition costs are recorded in income as incurred.

Grupo TMM recognizes identifiable assets acquired and liabilities assumed in the business combination independent of whether these were previously reported in the financial statements for the party
acquired prior to the acquisition. Assets acquired and liabilities assumed are generally issued at their fair value on the acquisition date.

Goodwill is the excess acquisition cost, in a business combination, on the fair value of the net assets acquired and is recorded at its cost less any
impairment losses. Negative goodwill is reported immediately following the acquisition, in the statement of operations.

c
Translation of foreign currency

As a result of changes in the economic environment and that the operations of Grupo TMM are currently
concentrated in Mexico, as of January 1, 2012, the Company has decided to change its operating currency and reporting from US dollars to Mexican pesos. As of January 1, 2012, the date of conversion of the financial statements, the exchange
rate was $13.9476. The procedures for converting the operating currency were applied prospectively as of said date, as follows:



| |  |  | All asset and liability lines for each statement of financial position for 2011 and 2010 were converted to the new operating currency using the
exchange rate of $13.9476 and $12.3817 Mexican pesos per US dollar, respectively.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-18



---

##### Table of Contents

| |  |  | In the case of non-monetary lines, the resulting amounts converted on this date were considered as their corresponding historic costs.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The revenue and costs on each consolidated statement of operations and comprehensive income were converted at the exchange rates for the transaction
dates.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | All resulting exchange differences were reported in the comprehensive income as part of the Conversion balance.
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | The translation effect in the year of the non-cash items originated in pesos (fixed assets, intangible assets and prepaid expenses) in the year is
originated by the difference in its historical original value and the translation of such items at an exchange rate of 13.9476 pesos/dollar, when registering such items at its historical value in pesos.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

d Valuation of foreign currency-

Monetary assets and liabilities denominated in foreign currency are translated into the operating currency at the 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 consolidated statements of operations as a foreign exchange gain/loss.

e Cash and cash equivalents

Cash and cash equivalents includes the cash and banks and on-sight deposits, together with any other highly liquid and short-term investments that can easily be converted into cash and which are subject
to insignificant risk of change in their value.

f 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).

g 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-19



---

##### Table of Contents

h 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.

i 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.

j 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. For the years 2012 and 2011, a new valuation of these properties was
deemed unnecessary, given the stable conditions of the property market in Mexico.

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).

k Prepaid expenses

Prepaid expenses represent advance payments made for future services and are amortized in the period when these services are received.

l 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.



F-20



---

##### Table of Contents

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.

Changes to the assets and liabilities due to deferred taxes are recognized as a component of the fiscal benefit or expense in
operations, except when these are associated with items that are recognized in other lines in the comprehensive income (such as the revaluation of land) or directly in the equity capital, in which case the deferred tax in question is reported in
other lines in the comprehensive income or equity capital, respectively.

m Employee statutory profit sharing

The employees statutory profit sharing is determined applying the rate of 10% on taxable income, adjusted as provided for by the Income
Tax law. The employee profit sharing liability for the years 2012, 2011, and 2010, was $791, $857, and $630, respectively, among certain Grupo TMM subsidiaries.

n 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.

o 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 in the case of
retirement and also dismissals of personnel aged 55 and over , in accordance with the Federal Labor Law, are provided for based on an actuarial computation, in accordance with IAS 19 Employee Benefits.



F-21



---

##### Table of Contents

As of January 1, 2012, Grupo TMM has decided to voluntarily cancel its accounting policy on the reserve
for severance pay resulting from dismissals of personnel under 55 years of age, as this benefit has been withdrawn and as possible future restructuring costs will no longer involve the payment of these benefits on termination of employment. The
effects of this change in policy were applied retrospectively. The retrospective effects for 2011 resulted in a charge to operations of $10,013, cancellation of a liability for $7,327, and a benefit to accrued earnings of $17,340; for 2010 they
resulted in a charge to operations of $8,053, cancellation of a liability for $7,775, and a benefit to accrued earnings of $15,828.

p 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.

q 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. No impairment losses were recorded as of December 31, 2012.

r 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.



F-22



---

##### Table of Contents

Leases where the lessor 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.

s Non-controlling interest

Represents the percentage of third party interest in the
subsidiaries of Grupo TMM.

t Segments

In identifying its operating segments, Management follows Grupo TMMs service lines, which represent the main services provided by Grupo TMM.

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.

u Non-current assets held for sale and discontinued operations

When Grupo TMM intends to sell a non-current asset or a group of assets (a group held for sale), and if the sale is highly probably within the next 12
months, the assets or group held for sale are classified as held for sale and are reported separately in the statement of financial position.

Assets classified as held for sale are measured at their book value immediately prior to the classification as held for sale, or at their fair value less their cost of sale, whichever is less.
No asset classified as held for sale is subject to depreciation or amortization after being so classified.

v 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.

w Equity capital and reserves

Common shares are classified as equity. Grupo TMM does not have other equity instruments in addition to its common stock.



F-23



---

##### Table of Contents

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 translation balances include all current earnings and for previous periods.

The surplus from revaluation within the capital includes gains from the revaluation of properties, machinery, and equipment.

The conversion balance represents the effect from the change of currency from pesos to dollars in 1985 and the effect from the change of operating currency by certain Grupo TMM Subsidiaries prior to
December 31, 2011.

x Trust certificates and obligations from the sale of receivables

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).

y 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.



F-24



---

##### 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 2012 and 2010, principally as a result of its comprehensive financing cost. This condition, along with our substantial indebtedness raise substantial doubt
our ability to continue as a going concern. 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 an ongoing concern.

On January 30, 2012, Grupo TMM acquired a shipyard at the Port of
Tampico, representing an investment of $54,301. This shipyard is for ship repairs and has two floating docks with a capacity of 3000 metric tons. In the long term, the Company expects to have the capacity to be able to build vessels at this facility
and such an operation is estimated to generate EBITDA of approximately $27,300 per year and a margin of 32% its first year of operation.

In
addition, the Company estimates it will have thirty dry docks per year, 37% of which will be of its own fleet, resulting savings in vessel repair and maintenance costs.

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

Company management has
plans to disincorporate 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.

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. This terminal will start operations mid-2015,
contributing a significant portion of its expected revenue.

Increase the Grupo TMMs fleet of supplier ships with specialized vessels,
to face the growing demand for deep water exploration in Mexico.



F-25



---

##### Table of Contents

According to the Business Plan, between 2013 and 2015, Grupo TMM will invest in the acquisition of fourteen
vessels, significantly improving its revenue. The plan considers the following program:

During 2013, nine ships are expected to be added
under a bareboat rental scheme; in 2014, these same vessels are acquired under a seven year financial leasing plan at a per annum cost of 12%, plus a further two ships are added in June and September 2014 under a bareboat rental scheme, with the
option to buy in the 7th year; in 2015, three ships are added that are replaced with sale.

5 Taxes receivable:

Taxes receivable as of December 31, 2012 and 2011 are summarized as follows:



|                   |  |      |        |  |      |   |        | 
|------------------ |  | ---- | ------ |  | ---- | - | ------ | 
|                   |  | 2012 |        |  | 2011 |  
|Income Tax (ISR)   |  | $    | 68,096 |  |      | $ | 33,223 | 
|Asset Tax          |  |      | 3,483  |  |      |   | 2,176  | 
|Corporate Flat Tax |  |      | 3,648  |  |      |   | 2,873  | 
|                   |  |      |        |  |      |   |        | 
|                   |  | $    | 75,227 |  |      | $ | 38,272 | 
|                   |  |      |        |  |      |   |        | 

6 Other accounts receivable:

Other accounts receivable as of December 31, 2012 and 2011 are summarized as follows:



|                                                  |  |      |         |  |      |   |         | 
|------------------------------------------------- |  | ---- | ------- |  | ---- | - | ------- | 
|                                                  |  | 2012 |         |  | 2011 |  
|Services for port, maritime, and other operations |  | $    | 95,716  |  |      | $ | 105,179 | 
|Insurance claims                                  |  |      | 35,776  |  |      |   | 21,898  | 
|Employees                                         |  |      | 41,193  |  |      |   | 34,534  | 
|Other                                             |  |      | 47,802  |  |      |   | 44,981  | 
|                                                  |  |      |         |  |      |   |         | 
|                                                  |  | $    | 220,487 |  |      | $ | 206,592 | 
|                                                  |  |      |         |  |      |   |         | 

7 Other current assets:

Other current assets as of December 31, 2012 and 2011 are summarized as follows:



|                           |  |      |        |  |      |   |        | 
|-------------------------- |  | ---- | ------ |  | ---- | - | ------ | 
|                           |  | 2012 |        |  | 2011 |  
|Prepaid expenses           |  | $    | 3,377  |  |      | $ | 6,472  | 
|Fleet insurance            |  |      | 7,993  |  |      |   | 7,769  | 
|Prepaid insurance premiums |  |      | 1,536  |  |      |   | 2,859  | 
|                           |  |      |        |  |      |   |        | 
|                           |  | $    | 12,906 |  |      | $ | 17,100 | 
|                           |  |      |        |  |      |   |        | 



F-26



---

##### 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 favor 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, 2012 and 2011 are summarized as
follows:



|                                                  |  |      |         |   |      |   |         |                       |  |  |    | 
|------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | --------------------- |  |  | -- | 
|                                                  |  | 2012 |         |   | 2011 |   |         | Years left toamortize | 
|Administración Portuaria Integral de Acapulco (1) |  | $    | 94,607  |   |      | $ | 94,607  |                       |  |  | 10 | 
|Transportación Marítima Mexicana (2)              |  |      | 30,266  |   |      |   | 30,266  |                       |  |  |   | 
|                                                  |  |      |         |   |      |   |         |                       |  |  |    | 
|                                                  |  |      | 124,873 |   |      |   | 124,873 |                       |  |  |    | 
|Accumulated amortization                          |  |      | (92,706 | ) |      |   | (88,930 | )                     |  |  |    | 
|                                                  |  |      |         |   |      |   |         |                       |  |  |    | 
|Concession rightsnet                             |  | $    | 32,167  |   |      | $ | 35,943  |                       |  |  |    | 
|                                                  |  |      |         |   |      |   |         |                       |  |  |    | 

The amortization of the concession rights was $3,776 for the years ended December 31, 2012 and 2011.



|(1) | Concession expires June 2021.
|--- | -----------------------------

|(2) | Concession expires January 2015. In January 2007, the total value of this concession has been fully amortized.
|--- | --------------------------------------------------------------------------------------------------------------



F-27



---

##### Table of Contents

9 Property, machinery, and equipment, net:

Property, machinery, and equipment as of December 31, 2012 and 2011 are summarized as follows:



|                                |  |                          |            |  |           |   |         |           |  |   |                     |  |  |                          |          |      |                        |   |         |                            |  |   |           |  |  |         
|------------------------------- |  | ------------------------ | ---------- |  | --------- | - | ------- | --------- |  | - | ------------------- |  |  | ------------------------ | -------- | ---- | ---------------------- | - | ------- | -------------------------- |  | - | --------- |  |  | --------
|                                |  | 2012                    
|                                |  | Netbalances atyear start |            |  | Additions |   |         | Disposals |  |   | Transfersand others |  |  | Depreciation/ impairment |          |      | Netbalances atyear end |   |         | Estimateuseful life(years)
|Vessels                         |  | $                        | 7,634,540  |  |           | $ | 13,208  |           |  | $ | 2,751               |  |  | $                        | 181,672  |      |                        | $ | 475,949 |                            |  | $ | 7,350,720 |  |  | 25      
|Shipyard                        |  |                          |           |  |           |   |        |           |  |   |                    |  |  |                          | 59,503   | (1)  |                        |   | 1,524   |                            |  |   | 57,979    |  |  | 40      
|Dry-docks:                      |  |                          |            |  |           |   |         |           |  |   |                     |  |  |                          |          |      |                        |   |         |                            |  |   |          
|Major vessel repairs            |  |                          | 83,267     |  |           |   | 93,612  |           |  |   |                    |  |  |                          | (12,663  | )    |                        |   | 56,456  |                            |  |   | 107,760   |  |  | 2.5     
|Building and facilities (2)     |  |                          | 248,323    |  |           |   |        |           |  |   |                    |  |  |                          | (7,419   | )(5) |                        |   | 10,130  |                            |  |   | 230,774   |  |  | 20 & 25 
|Warehousing equipment           |  |                          | 8,326      |  |           |   | 390     |           |  |   |                    |  |  |                          | (584     | )    |                        |   | 2,379   |                            |  |   | 5,753     |  |  | 10      
|Computer equipment              |  |                          | 4,603      |  |           |   | 740     |           |  |   |                    |  |  |                          | 13       |      |                        |   | 3,920   |                            |  |   | 1,436     |  |  | 3 & 4   
|Terminal equipment              |  |                          | 8,773      |  |           |   | 534     |           |  |   |                    |  |  |                          | 92       |      |                        |   | 1,473   |                            |  |   | 7,926     |  |  | 10      
|Ground transportation equipment |  |                          | 263,748    |  |           |   | 11,766  |           |  |   | 40,793              |  |  |                          | 13,192   |      |                        |   | 35,429  |                            |  |   | 212,484   |  |  | 4.5 & 10
|Other equipment                 |  |                          | 13,657     |  |           |   | 178     |           |  |   |                    |  |  |                          | 349      |      |                        |   | 2,195   |                            |  |   | 11,989    |  |  |         
|                                |  |                          |            |  |           |   |         |           |  |   |                     |  |  |                          |          |      |                        |   |         |                            |  |   |           |  |  |         
|                                |  |                          | 8,265,237  |  |           |   | 120,428 |           |  |   | 43,544              |  |  |                          | 234,155  |      |                        |   | 589,455 |                            |  |   | 7,986,821 |  |  |         
|                                |  |                          |            |  |           |   |         |           |  |   |                     |  |  |                          |          |      |                        |   |         |                            |  |   |           |  |  |         
|Lands                           |  |                          | 1,376,460  |  |           |   |        |           |  |   |                    |  |  |                          | 25,091   | (3)  |                        |   |        |                            |  |   | 1,401,551 |  |  |         
|                                |  |                          |            |  |           |   |         |           |  |   |                     |  |  |                          |          |      |                        |   |         |                            |  |   |           |  |  |         
|Constructions in progress       |  |                          | 371,006    |  |           |   | 230,775 |           |  |   |                    |  |  |                          | (273,500 | )    |                        |   |        |                            |  |   | 328,281   |  |  |         
|                                |  |                          |            |  |           |   |         |           |  |   |                     |  |  |                          |          |      |                        |   |         |                            |  |   |           |  |  |         
|                                |  | $                        | 10,012,703 |  |           | $ | 351,203 |           |  | $ | 43,544              |  |  | $                        | (14,254  | )    |                        | $ | 589,455 |                            |  | $ | 9,716,653 |  |  |         
|                                |  |                          |            |  |           |   |         |           |  |   |                     |  |  |                          |          |      |                        |   |         |                            |  |   |           |  |  |         



|                                |  |                          |           |  |           |   |         |           |  |   |                     |  |  |                          |           |   |                        |   |         |                            |  |   |            |  |  |         
|------------------------------- |  | ------------------------ | --------- |  | --------- | - | ------- | --------- |  | - | ------------------- |  |  | ------------------------ | --------- | - | ---------------------- | - | ------- | -------------------------- |  | - | ---------- |  |  | --------
|                                |  | 2011                    
|                                |  | Netbalances atyear start |           |  | Additions |   |         | Disposals |  |   | Transfersand others |  |  | Depreciation/ impairment |           |   | Netbalances atyear end |   |         | Estimateuseful life(years)
|Vessels                         |  | $                        | 7,138,892 |  |           | $ | 2,636   |           |  | $ |                    |  |  | $                        | 961,623   |   |                        | $ | 468,611 | (4)                        |  | $ | 7,634,540  |  |  | 25      
|Dry-docks:                      |  |                          |           |  |           |   |         |           |  |   |                     |  |  |                          |           |   |                        |   |         |                            |  |   |            |  |  |         
|Major vessel repairs            |  |                          | 71,950    |  |           |   | 68,608  |           |  |   |                    |  |  |                          | 9,016     |   |                        |   | 66,307  |                            |  |   | 83,267     |  |  | 2.5     
|Buildings and facilities        |  |                          | 196,807   |  |           |   | 725     |           |  |   | 725                 |  |  |                          | 64,292    |   |                        |   | 12,776  |                            |  |   | 248,323    |  |  | 20 & 25 
|Warehousing equipment           |  |                          | 11,317    |  |           |   |        |           |  |   |                    |  |  |                          | 594       |   |                        |   | 3,585   |                            |  |   | 8,326      |  |  | 10      
|Computer equipment              |  |                          | 7,429     |  |           |   | 823     |           |  |   |                    |  |  |                          | 968       |   |                        |   | 4,617   |                            |  |   | 4,603      |  |  | 3 & 4   
|Terminal equipment              |  |                          | 9,137     |  |           |   | 614     |           |  |   |                    |  |  |                          | 2,397     |   |                        |   | 3,375   |                            |  |   | 8,773      |  |  | 10      
|Ground transportation equipment |  |                          | 329,824   |  |           |   | 711     |           |  |   | 28,230              |  |  |                          | 9,981     |   |                        |   | 48,538  |                            |  |   | 263,748    |  |  | 4.5 & 10
|Other equipment                 |  |                          | 13,484    |  |           |   | 363     |           |  |   | 167                 |  |  |                          | 2,780     |   |                        |   | 2,803   |                            |  |   | 13,657     |  |  |         
|                                |  |                          |           |  |           |   |         |           |  |   |                     |  |  |                          |           |   |                        |   |         |                            |  |   |            |  |  |         
|                                |  |                          | 7,778,840 |  |           |   | 74,480  |           |  |   | 29,122              |  |  |                          | 1,051,651 |   |                        |   | 610,612 |                            |  |   | 8,265,237  |  |  |         
|                                |  |                          |           |  |           |   |         |           |  |   |                     |  |  |                          |           |   |                        |   |         |                            |  |   |            |  |  |         
|Land                            |  |                          | 1,323,183 |  |           |   |        |           |  |   | 4,352               |  |  |                          | 57,629    |   |                        |   |        |                            |  |   | 1,376,460  |  |  |         
|                                |  |                          |           |  |           |   |         |           |  |   |                     |  |  |                          |           |   |                        |   |         |                            |  |   |            |  |  |         
|Constructions in progress       |  |                          | 328,400   |  |           |   | 139,978 |           |  |   |                    |  |  |                          | (97,372   | ) |                        |   |        |                            |  |   | 371,006    |  |  |         
|                                |  |                          |           |  |           |   |         |           |  |   |                     |  |  |                          |           |   |                        |   |         |                            |  |   |            |  |  |         
|                                |  | $                        | 9,430,423 |  |           | $ | 214,458 |           |  | $ | 33,474              |  |  | $                        | 1,011,908 |   |                        | $ | 610,612 |                            |  | $ | 10,012,703 |  |  |         
|                                |  |                          |           |  |           |   |         |           |  |   |                     |  |  |                          |           |   |                        |   |         |                            |  |   |            |  |  |         



F-28



---

##### Table of Contents

The accumulated depreciation on property, machinery, and equipment as of December 31, 2012 and 2011 is
$3,209,000 and $2,666,004, respectively.



|(1) | On January 30, 2012, Grupo TMM acquired a shipyard at the Port of Tampico, representing an investment of $54,301. This shipyard is for ship repairs and has two
floating docks with a capacity of 3000 metric tons.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(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 $1,154,036, Buildings and facilities for $58,500, and Constructions in progress for $(2,800), giving a total of $1,209,746 (see Note 3j).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Includes the addition of the Inmobiliaria dos Naciones, S.A. de C.V. land for $65,358 and the reversion of the property revaluation surplus of $40,882.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | In 2011, the Company determined impairment of $11,200 for the Vessel Tula.
|--- | --------------------------------------------------------------------------

|(5) | includes reversion of revaluation surplus for $3,652.
|--- | -----------------------------------------------------

As of December 31, 2012, 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, 2012 and 2011 are summarized as follows:



|                                 |  |      |        |  |      |   |         | 
|-------------------------------- |  | ---- | ------ |  | ---- | - | ------- | 
|                                 |  | 2012 |        |  | 2011 |  
|Prepaid expenses                 |  | $    | 57,163 |  |      | $ | 62,373  | 
|Other share investments, net (1) |  |      | 26,934 |  |      |   | 31,899  | 
|Security deposits                |  |      | 8,636  |  |      |   | 9,205   | 
|                                 |  |      |        |  |      |   |         | 
|                                 |  | $    | 92,733 |  |      | $ | 103,477 | 
|                                 |  |      |        |  |      |   |         | 



|(1) | Corresponds to investments in Companies where the Company does not have significant influence or voting rights.
|--- | ---------------------------------------------------------------------------------------------------------------

11 Intangible assets:

Intangible assets as of December 31, 2012 and 2011 are summarized as follows:



|                           |  |                         |         |  |           |   |       |           |  |   |                     |  |  |                          |        |   |                       |   |        |                      |  |   |         |  |  |  |       | 
|-------------------------- |  | ----------------------- | ------- |  | --------- | - | ----- | --------- |  | - | ------------------- |  |  | ------------------------ | ------ | - | --------------------- | - | ------ | -------------------- |  | - | ------- |  |  |  | ----- | 
|                           |  | 2012                    |        
|                           |  | Netbalancesat yearstart |         |  | Additions |   |       | Disposals |  |   | Transfersand others |  |  | Amortization/ impairment |        |   | Netbalancesat yearend |   |        | Estimateduseful life | 
|Software                   |  | $                       | 4,673   |  |           | $ | 7,342 |           |  | $ |                    |  |  | $                        | 234    |   |                       | $ | 5,510  |                      |  | $ | 6,739   |  |  |  | 3 & 5 | 
|Trademarks (1)             |  |                         | 125,528 |  |           |   |      |           |  |   |                    |  |  |                          |       |   |                       |   |       |                      |  |   | 125,528 |  |  |  |       | 
|Non-competition rights (2) |  |                         | 28,732  |  |           |   |      |           |  |   |                    |  |  |                          | (5,910 | ) |                       |   | 22,822 |                      |  |   |        |  |  |  | 5     | 
|                           |  |                         |         |  |           |   |       |           |  |   |                     |  |  |                          |        |   |                       |   |        |                      |  |   |         |  |  |  |       | 
|                           |  | $                       | 158,933 |  |           | $ | 7,342 |           |  | $ |                    |  |  | $                        | (5,676 | ) |                       | $ | 28,332 |                      |  | $ | 132,267 |  |  |  |       | 
|                           |  |                         |         |  |           |   |       |           |  |   |                     |  |  |                          |        |   |                       |   |        |                      |  |   |         |  |  |  |       | 



F-29



---

##### Table of Contents

|                           |  |      |         |  |  |   |       |  |  |   |   |  |  |   |        |  |  |   |         |  |  |   |         |  |  |  |       | 
|-------------------------- |  | ---- | ------- |  |  | - | ----- |  |  | - | - |  |  | - | ------ |  |  | - | ------- |  |  | - | ------- |  |  |  | ----- | 
|                           |  | 2011 |        
|Software                   |  | $    | 1,250   |  |  | $ | 3,180 |  |  | $ |  |  |  | $ | 4,539  |  |  | $ | 4,296   |  |  | $ | 4,673   |  |  |  | 3 & 5 | 
|Goodwill (ADEMSA) (3)      |  |      | 129,082 |  |  |   |      |  |  |   |  |  |  |   | 16,322 |  |  |   | 145,404 |  |  |   |        |  |  |  |       | 
|Trademarks (1)             |  |      | 111,434 |  |  |   |      |  |  |   |  |  |  |   | 14,094 |  |  |   |        |  |  |   | 125,528 |  |  |  |       | 
|Non-competition rights (2) |  |      | 51,012  |  |  |   |      |  |  |   |  |  |  |   | 6,452  |  |  |   | 28,732  |  |  |   | 28,732  |  |  |  | 5     | 
|                           |  |      |         |  |  |   |       |  |  |   |   |  |  |   |        |  |  |   |         |  |  |   |         |  |  |  |       | 
|                           |  | $    | 292,778 |  |  | $ | 3,180 |  |  | $ |  |  |  | $ | 41,407 |  |  | $ | 178,432 |  |  | $ | 158,933 |  |  |  |       | 
|                           |  |      |         |  |  |   |       |  |  |   |   |  |  |   |        |  |  |   |         |  |  |   |         |  |  |  |       | 



|(1) | On December 31, 2004, Grupo TMM acquired the Marmex trademark rights from its then partner Seacor Marine International, LLC, for the amount of $125,528, which was
recorded on this date, deducting the non-controlling interest amount. Grupo TMM acquired said non-controlling interest and therefore the trademark rights are now classified in intangible assets.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | 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 US$14.3 million (approximately $185,700) in the event of non-compliance.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | 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. It was decided to cancel the goodwill following the annual impairment trial balance performed in 2011 (see Note 24b IV).
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The ADEMSA goodwill, the non-competition rights, and the Marmex trademark are subject to an annual impairment assessment in accordance with
IAS 36.

The primary premises considered for the valuation of the trademark are: 5 year projections for business division, macroeconomic
premises and for the maritime sector, historic operating balances (2008 - 2012), and monthly statistical reports on freight, vessels, and passengers provided by the Department of Transport and Communications (SCT).



F-30



---

##### Table of Contents

12 Financing:

The total debt as of December 31, 2012 and 2011 is summarized as follows:



|                             |  |      |            |   |      |   |            |  
|---------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|                             |  | 2012 |            |   | 2011 |  
|Short term debt:             |  |      |            |   |      |   |            |  
|DVB Bank América (1)         |  | $    | 34,605     |   |      | $ | 39,402     |  
|DEG-Deutsche Investition (3) |  |      | 66,239     |   |      |   | 23,711     |  
|DC Automotriz Servicios (2)  |  |      | 21,123     |   |      |   | 18,202     |  
|Autofin México (6)           |  |      | 20,452     |   |      |   | 16,137     |  
|Investors (9)                |  |      | 12,988     |   |      |   |           |  
|Pure Leasing (4)             |  |      | 7,171      |   |      |   | 8,536      |  
|Finox (10)                   |  |      | 6,000      |   |      |   |           |  
|Interbanco (11)              |  |      | 3,950      |   |      |   |           |  
|INPIASA (8)                  |  |      | 2,397      |   |      |   | 2,413      |  
|Value Arrendadora (13)       |  |      | 281        |   |      |   |           |  
|Logra Financiamientos (7)    |  |      |           |   |      |   | 6,737      |  
|Interest payable             |  |      | 157,711    |   |      |   | 126,882    |  
|Transaction costs            |  |      | (322       | ) |      |   | (2,261     | )
|                             |  |      |            |   |      |   |            |  
|                             |  | $    | 332,595    |   |      | $ | 239,759    |  
|                             |  |      |            |   |      |   |            |  
|                             |  |     
|                             |  | 2012 |            |   | 2011 |  
|Long term debt:              |  |      |            |   |      |   |            |  
|Trust Certificates           |  |      |            |   |      |   |            |  
|(CBF) (See note 14)          |  | $    | 9,691,707  |   |      | $ | 9,427,642  |  
|DVB Bank América (1)         |  |      | 309,812    |   |      |   | 343,432    |  
|Bancomext, S.N.C. (5)        |  |      | 294,580    |   |      |   | 203,747    |  
|DC Automotriz Servicios (2)  |  |      | 59,159     |   |      |   | 77,814     |  
|Investors (9)                |  |      | 56,802     |   |      |   | 71,426     |  
|Autofin México (6)           |  |      | 44,206     |   |      |   | 60,282     |  
|DEG-Deutsche Investition (3) |  |      |           |   |      |   | 47,422     |  
|INPIASA (8)                  |  |      | 13,202     |   |      |   | 14,268     |  
|Finox (10)                   |  |      | 9,000      |   |      |   |           |  
|Banbajio (12)                |  |      | 8,539      |   |      |   |           |  
|Pure Leasing (4)             |  |      | 3,054      |   |      |   | 9,791      |  
|Value Arrendadora (13)       |  |      | 1,128      |   |      |   |           |  
|                             |  |      |            |   |      |   |            |  
|                             |  | $    | 10,491,189 |   |      | $ | 10,255,824 |  
|                             |  |      |            |   |      |   |            |  



|(1) | In 2007, Grupo TMM entered into two lines of credit in US dollars with DVB Bank to acquire two chemical vessels (Maya and Olmeca). The first, with a loan facility for
US$25.0 million (approximately $348,690), 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 $383,559), 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%.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Both loans are payable in monthly installments 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



F-31



---

##### Table of Contents

first is a bridge loan for US$3.5 million (approximately $48,817) 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 $2,092) during the first eighteen months, and US$133,000 (approximately $1,855) during the following six months.

The second is a loan for US$4.0 million (approximately $55,790) 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 $123,700 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 interest 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 $96,700 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 interest on outstanding balances starting
January 1, 2011 and maturing in December 2016.



| | 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 $19,800 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 interest 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 $5,200 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 interest on outstanding balances, maturing in September 2013.

In June 2010, the both loans were restructured into a single loan for $21,700 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 interest on outstanding balances, maturing in May 2015.



F-32



---

##### Table of Contents

|(3) | On January 11, 2008, Grupo TMM entered into a loan facility listed in US dollars to refinance the purchase of ADEMSA for US$8.5 million (approximately
$110,400), at a fixed rate of 8.01%, payment on which is to be made in 14 consecutive semiannual payments on principal plus interest on outstanding balances, with a two year grace period on the principal and maturing in July 2014.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The last two capital maturities have not been paid on this loan, consequently the total of the debt has been
reclassified in the short term. Company Management has been renegotiating this debt with the bank since the beginning of the year.



|(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 $26,200 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 US dollars for working capital for US$25.0 million (approximately $326,100) at a variable rate, maturing in June 2015, monthly interest payments on
outstanding balances and principal at maturity, drawing both US dollars and Mexican 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 $90,000) 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 interest.

In November 2009, a second draw was
made on the line of credit for $132,900 at a variable rate of the 28-day TIIE plus 400 basis points, with monthly interest payments. As of April 30, 2012, the principal on this draw and its interest has been prepaid in full.

In December 2009, a third draw was made on the line of credit for $11,900 at a variable rate of the 28-day TIIE plus 400 basis points,
with monthly interest payments. On June 29, 2012, prepayment of the principal on this draw and its interest was completed in full.

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 $194,800), 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 $115,000 at a variable rate of the 28-day TIIE plus 425 basis points, with monthly interest payments. As of December 31, 2012,
the effective rate on this draw on the line of credit was 9.0475% with an outstanding balance of $76,200.



F-33



---

##### Table of Contents

In October 2011, a second draw was made on the new line of credit for $65,700 at a variable
rate of the 28-day TIIE plus 425 basis points, with monthly interest payments. As of December 31, 2012, the effective rate on this draw on the line of credit was 9.0975% with an outstanding balance of $65,700.

In August 2012, 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 and/or current account for US$15.0 million (approximately $194,800), 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 the three lines of credit, together, cannot exceed US $25.0 million, or the equivalent in Mexican pesos.

In August 2012, a first draw was made on the third line of credit for $161,600 at a variable rate of the 28-day TIIE plus 425
basis points, with monthly interest payments. As of December 31, 2012, the effective rate on this draw on the line of credit was 9.0975% with an outstanding balance of $161,600.



|(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 $100,000, at a variable rate of the 28-day TIIE plus 4.5 points, secured with fixed assets and the assignment of
collection rights on contracts with some clients; payment for which would 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 interest was prepaid in full.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In
September 2011 and to strengthen the agricultural activities of ADEMSA (See Note 24b IV), 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 $42,900. 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 $80,400 at a variable rate of the 28-day TIIE plus 500 basis
points, with monthly payments on principal and interest, and maturing September 2016. The effective rate on this draw on the line of credit as of December 31, 2012 was 9.3462% with an outstanding balance of $60,300.

In September 2012, the Company secured with BAM, through its subsidiary Servicios Directivos Sedise, S.A.P.I. de C.V., an additional line
of credit in Mexican pesos for working capital for $4,400, at a variable rate of the 28-day TIIE plus 500 basis points, maturing in March 2013, with monthly interest payments on outstanding balances and principal on maturity, with the possibility of
making prepayments without penalty. As of December 31, 2012, the effective rate on this draw on the line of credit was 9.8400% with an outstanding balance of $4,400.



F-34



---

##### 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 IV), 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 $10,600. 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. On December 27, 2012, payment of the principal on this draw and its interest was
completed in full.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(8) | In November 2011, the Company decided to enter into two loan facilities to strengthen the agricultural activities of ADEMSA (See Note 24b IV), through its
subsidiary Proserpec Servicios Administrativos, S.A.P.I. de C.V. with INPIASA, S.A. de C.V. (INPIASA). The first for $15,700 at a variable rate of the 28-day TIIE plus 450 basis points, with monthly payments on principal and interest,
and maturing August 2021; the second for $4,200 at a variable rate of the 28-day TIIE plus 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, 2012 was 9.3450%, with a total outstanding balance of $16,800.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(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. Each loan for US$3.0 million (approximately $39,000) at a fixed rate of 11.2500%, with semiannual payments on principal and interest, with a two year grace period on the
principal, and maturing January 2016. The total outstanding balance as of December 31, 2012 was US$6.0 million (approximately $77,900).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(10) | In June 2012 and to continue to strengthen ADEMSAs agricultural activities, the Company decided to secure a line of credit through its subsidiary
Proserpec Servicios Administrativos, S.A.P.I. de C.V., with Corporación Financiera de Occidente, S.A. de C.V. SOFOL IBM (FINOX), for $18,000. This amount will also be recognized as a capital contribution in COVAHESA. The loan
accrues interest at a variable rate of the 28-day TIIE plus 600 basis points, with 36 payments of principal and monthly interest, and maturing June 2015. As of December 31, 2012, the effective rate on this line of credit was 10.8550% with an
outstanding balance of $15,000.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(11) | In March 2012, the Company contracted with Inter Banco, S.A., through its subsidiary Transportación Marítima Mexicana, S.A. de C.V., a mortgage secured
simple line of credit in Mexican pesos for working capital for $15,000 at a variable rate, maturing March 2013, with monthly payments of principal and interest on outstanding balances, with the possibility of making prepayments on the principal
without penalty.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In March 2012, a first draw was made on the line of credit for $11,000 at a variable rate of
the 28-day TIIE plus 475 basis points. In April 2012, a second draw was made on the line of credit for $4,000 at a variable rate of the 28-day TIIE plus 475 basis points. As of December 31, 2012, the effective rate for this draw on the line of
credit was 9.5962% with an outstanding balance of $2,600.



F-35



---

##### Table of Contents

|(12) | In December 2012 and to continue to strengthen ADEMSAs agricultural activities, the Company decided to contract a line of credit, through its
subsidiary Proserpec Servicios Administrativos, S.A.P.I. de C.V., with Banco del Bajío, S.A. (BANBAJIO), for $8,500. This amount will also be recognized as a capital contribution in COVAHESA. The loan accrues interest at a
variable rate of the 28-day TIIE plus 250 basis points, with 84 payments of principal and monthly interest, with a grace period of the first 12 months on the payment of principal, and maturing November 2019. As of December 31, 2012, the
effective rate on this line of credit was 7.3422% with an outstanding balance of $8,500.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(13) | In December 2012, the Company secured with Value Arrendadora, S.A. de C.V. SOFOM ENR, a line of credit in Mexican pesos for the acquisition of transportation equipment
through financial leasing, for $1,400 at a fixed rate of 14.23% with monthly payments of principal and interest on outstanding balances and maturing December 2016.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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, 2012 and 2011.

The interest expense on bank loans was $72,900, $70,900 and $93,400 for the years ended December 31, 2012, 2011 and 2010, respectively.

Maturity of long-term bank loans as of December 31, 2012 and 2011 is as follows (carrying value amounts):



|                    |  |             |            |  |             |   |            | 
|------------------- |  | ----------- | ---------- |  | ----------- | - | ---------- | 
|                    |  | 2012        |            |  | 2011        |  
|Maturity            |  | Loans - net |            |  | Loans - net |  
|2013                |  |             |            |  |             | $ | 153,382    | 
|2014                |  | $           | 107,243    |  |             |   | 130,815    | 
|2015                |  |             | 403,184    |  |             |   | 274,851    | 
|2016                |  |             | 80,364     |  |             |   | 54,744     | 
|2017                |  |             | 200,221    |  |             |   | 214,389    | 
|2018 and thereafter |  |             | 9,700,177  |  |             |   | 9,427,643  | 
|                    |  |             |            |  |             |   |            | 
|                    |  | $           | 10,491,189 |  |             | $ | 10,255,824 | 
|                    |  |             |            |  |             |   |            | 



F-36



---

##### Table of Contents

A summary of the estimated fair values of the Companys debt as of December 31, 2012 and 2011 is
shown following:



|                       |  |               |            |   |           |   |            |               |  |   |            |   |  |   |            | 
|---------------------- |  | ------------- | ---------- | - | --------- | - | ---------- | ------------- |  | - | ---------- | - |  | - | ---------- | 
|                       |  | 2012          |            |   | 2011      |  
|                       |  | Carryingvalue |            |   | Fairvalue |   |            | Carryingvalue |  |   | Fairvalue  |  
|Short term debt:       |  |               |            |   |           |   |            |               |  |   |            |   |  |   |            | 
|Fixed interest rate    |  | $             | 117,930    |   |           | $ | 117,930    |               |  | $ | 75,597     |   |  | $ | 75,597     | 
|Variable interest rate |  |               | 57,276     |   |           |   | 57,276     |               |  |   | 39,541     |   |  |   | 39,541     | 
|Transaction costs      |  |               | (322       | ) |           |   |           |               |  |   | (2,261     | ) |  |   |           | 
|Interest payable       |  |               | 157,711    |   |           |   |           |               |  |   | 126,882    |   |  |   |           | 
|                       |  |               |            |   |           |   |            |               |  |   |            |   |  |   |            | 
|                       |  | $             | 332,595    |   |           | $ | 175,206    |               |  | $ | 239,759    |   |  | $ | 115,138    | 
|                       |  |               |            |   |           |   |            |               |  |   |            |   |  |   |            | 
|Long term debt:        |  |               |            |   |           |   |            |               |  |   |            |   |  |   |            | 
|Fixed interest rate    |  | $             | 10,916,930 |   |           | $ | 10,916,930 |               |  | $ | 10,825,207 |   |  | $ | 10,825,207 | 
|Variable interest rate |  |               | 515,747    |   |           |   | 515,747    |               |  |   | 429,684    |   |  |   | 429,684    | 
|Transaction costs      |  |               | (1,089,599 | ) |           |   |           |               |  |   | (1,173,691 | ) |  |   |           | 
|Interest payable       |  |               | 148,111    |   |           |   |           |               |  |   | 174,624    |   |  |   |           | 
|                       |  |               |            |   |           |   |            |               |  |   |            |   |  |   |            | 
|                       |  | $             | 10,491,189 |   |           | $ | 11,432,677 |               |  | $ | 10,255,824 |   |  | $ | 11,254,891 | 
|                       |  |               |            |   |           |   |            |               |  |   |            |   |  |   |            | 

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 (approximately $2,789,500) 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.

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 interest earned an unpaid on the date of the repurchase.



F-37



---

##### Table of Contents

The obligations from the sale of receivables as of December 31, 2011 had performed as follows:



|                                                    |  |      |            |  
|--------------------------------------------------- |  | ---- | ---------- | -
|                                                    |  | 2011 |           
|2006 Series                                         |  | $    | 2,789,520  |  
|Cumulative payments made                            |  |      | (2,782,016 | )
|Remission of debt                                   |  |      | (7,504     | )
|                                                    |  |      |            |  
|Obligations from the sale of receivables, long term |  | $    |           |  
|                                                    |  |      |            |  

14 Trust certificates program:

First, Second and Third tranche

On July 19, 2007, the Company released its
First Tranche for $3,000,000, on April 30, 2008, a Second Tranche was issued for $1,550,000, and on July 1, 2008, a Third Tranche was released for $4,390,000 in Trust Certificates under the Trust Certificate Program for up to $9,000,000
(the Program) established by the Company. The Trust Certificates 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 the
Tranches 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 the First Tranche a rating of HR AA, the Second Tranche a rating of HR A+, and the Third
Tranche a rating of HR Awith stable outlook for the three Tranches. On subsequent review, in May 2010 HR Ratings de México, S.A. de C.V. confirmed its rating HR AA for the First Tranche with stable outlook, for the Second Tranche HR A+,
and for the Third Tranche HR Awith positive outlook for the latter two Tranches.

The proceeds from these Tranches were used for the
prepayment of various bank loans including capital, interest, and prepayment expenses, the creation of reserves for the acquisition of vessels, and also payment of expenses and commissions associated with the Tranches, and the creation of cash
reserves.

Interest on the Tranches was payable semiannually, 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 the First Tranches maturity and 3 years on the Second and Third Tranches.

The Tranches represented the total amount for future services to be provided to the Contracting Parties, according to the terms of the Trust Certificate Program. The Tranches 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 $10,500,000. 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. On December 20, 2012, following the second annual review
of the performance of this Fourth Tranche, HR Ratings de México, S.A. de C.V. confirmed its rating of HR AA with stable outlook.



F-38



---

##### Table of Contents

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.

Interest on this Fourth Tranche is payable semiannually 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 4 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, 2012 and 2011 is $592,345 and $568,072, respectively.

The outstanding balance under this Fourth Tranche as of
December 31, 2012 was $10,600,100 at an interest rate of 7.29% per annum.

The interest expense for the trust certificates was
$774,900, $775,900 and 793,600 for the years ended December 31, 2012, 2011 and 2010, respectively.

The Trust Certificates as of
December 31, 2012 and 2011 are summarized as follows:



|                              |  |      |            |   |      |   |            |  
|----------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|                              |  | 2012 |            |   | 2011 |  
|Fourth Tranche, consolidated  |  | $    | 10,500,000 |   |      | $ | 10,500,000 |  
|Capitalization of interest    |  |      | 229,022    |   |      |   |           |  
|Payments made (1)             |  |      | (128,866   | ) |      |   | (113,466   | )
|Interest payable              |  |      | 148,111    |   |      |   | 174,624    |  
|Transaction costs             |  |      | (1,056,560 | ) |      |   | (1,133,516 | )
|                              |  |      |            |   |      |   |            |  
|Trust Certificates, long term |  | $    | 9,691,707  |   |      | $ | 9,427,642  |  
|                              |  |      |            |   |      |   |            |  



|(1) | Capital payments made during 2012 amounted to $15,400.
|--- | ------------------------------------------------------



F-39



---

##### Table of Contents

15 Balances and transactions with related parties:

The accounts payable and transactions with related parties as of December 31, 2012 and 2011 are summarized as follows:



|                         |  |      |        |  |      |   |        | 
|------------------------ |  | ---- | ------ |  | ---- | - | ------ | 
|                         |  | 2012 |        |  | 2011 |  
|SSA México, S.A. de C.V. |  | $    | 18,061 |  |      | $ | 12,218 | 
|                         |  |      |        |  |      |   |        | 

SSA México, S.A. de C.V., is a Company with which Grupo TMM and Administración Portuaria Integral de
Acapulco, S.A. de C.V. conduct leasing operations, consulting, and interests.

The most relevant transactions with related parties as of
December 31, 2012, 2011, and 2010, are summarized as follows:



|                        |  |      |     |  |      |   |       |      |  |   |        | 
|----------------------- |  | ---- | --- |  | ---- | - | ----- | ---- |  | - | ------ | 
|                        |  | 2012 |     |  | 2011 |   |       | 2010 | 
|Income:                 |  |      |     |  |      |   |       |      |  |   |        | 
|Management fees (1)     |  | $    |    |  |      | $ |      |      |  | $ | 9,225  | 
|Leases (2)              |  |      | 788 |  |      |   | 939   |      |  |   | 953    | 
|Interests (3)           |  |      |    |  |      |   | 2,444 |      |  |   | 3,640  | 
|                        |  |      |     |  |      |   |       |      |  |   |        | 
|Expenses:               |  |      |     |  |      |   |       |      |  |   |        | 
|Management expenses (4) |  | $    |    |  |      | $ |      |      |  | $ | 20,156 | 
|Other expenses (5)      |  |      | 132 |  |      |   | 2,566 |      |  |   | 3,815  | 
|Fees (6)                |  |      |    |  |      |   |      |      |  |   | 1,328  | 
|                        |  |      |     |  |      |   |       |      |  |   |        | 



|(1) | Includes management consulting fees billed by Servicios Corporativos TMM, S.A. de C.V. (merged with TMM Agencias, S.A. de C.V.) and Servicios Directivos Sedise, S.AP.I.
de C.V. provided to Seglo, S.A. de C.V., for $180. In addition, Seglo Operaciones Logísticas, S.A. de C.V. provided services to Seglo, S.A. de C.V., for $9,045.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(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 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, 2012, 2011, and 2010, include the following expenses:



|                             |  |      |        |  |      |   |        |      |  |   |        | 
|---------------------------- |  | ---- | ------ |  | ---- | - | ------ | ---- |  | - | ------ | 
|Short term employee benefits |  | 2012 |        |  | 2011 |   |        | 2010 | 
|Salaries                     |  | $    | 64,548 |  |      | $ | 60,645 |      |  | $ | 67,465 | 
|Social security costs        |  |      | 1,955  |  |      |   | 1,824  |      |  |   | 1,287  | 
|                             |  |      |        |  |      |   |        |      |  |   |        | 
|                             |  | $    | 66,503 |  |      | $ | 62,469 |      |  | $ | 68,752 | 
|                             |  |      |        |  |      |   |        |      |  |   |        | 



F-40



---

##### Table of Contents

16 Accounts payable and accrued expenses:

Accounts payable and accrued expenses as of December 2012 and 2011 are analyzed as follows:



|                          |  |      |         |  |      |   |         | 
|------------------------- |  | ---- | ------- |  | ---- | - | ------- | 
|                          |  | 2012 |         |  | 2011 |  
|Taxes payable (Note 24 v) |  | $    | 325,342 |  |      | $ | 97,075  | 
|General expenses          |  |      | 451,138 |  |      |   | 438,192 | 
|Operating expenses        |  |      | 70,384  |  |      |   | 98,554  | 
|Salaries and wages        |  |      | 22,822  |  |      |   | 46,236  | 
|Purchased services        |  |      | 49,296  |  |      |   | 48,342  | 
|Other                     |  |      | 12,125  |  |      |   | 10,454  | 
|                          |  |      |         |  |      |   |         | 
|                          |  | $    | 931,107 |  |      | $ | 738,853 | 
|                          |  |      |         |  |      |   |         | 

17 Stockholder equity:

Capital stock

As of December 31, 2012 and 2011, the Companys capital
stock 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 and in May 2010, the Company repurchased 29,800 shares.

On June 5, 2012, the Company registered Form 25 with the US
Securities and Exchange Commission (SEC) to complete the delisting of its American Depositary Shares (ADSs) on the New York Stock Exchange, effective as of market closing on June 15, 2012. Following this date, the TMMs ADSs are traded
over-the-counter (OTC) under the listing code GTMAY. The underlying TMM common shares for the ADSs continue to be traded on the Mexican Stock Exchange under the listing code TMM A.

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 installment
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.

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.



F-41



---

##### Table of Contents

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,
2012, 2011, and 2010 are summarized as follows:



|                                                                      |  |      |          |   |      |   |          |      |  |   |         |  
|--------------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | ---- |  | - | ------- | -
|                                                                      |  | 2012 |          |   | 2011 |   |          | 2010 | 
|Goodwill impairment (Note 11 (3))                                     |  | $    |         |   |      | $ | (129,555 | )    |  | $ |        |  
|Reserve for fiscal resolution cost (Note 24b V)                       |  |      | (100,000 | ) |      |   |         |      |  |   |        |  
|Reserve for prepayment and arbitration expenses (Note 24b III)        |  |      | (6,830   | ) |      |   | (83,611  | )    |  |   | (2,932  | )
|Cancellation of ferriage                                              |  |      |         |   |      |   | (28,483  | )    |  |   |        |  
|Amortization of non-competition rights (Note 11(2))                   |  |      | (22,822  | ) |      |   | (25,600  | )    |  |   | (26,032 | )
|Provision for consulting payments                                     |  |      |         |   |      |   | (4,449   | )    |  |   | (3,905  | )
|OtherNet                                                             |  |      | (622     | ) |      |   | (3,157   | )    |  |   | 417     |  
|Proceeds from the sale of subsidiaries                                |  |      |         |   |      |   | (2,560   | )    |  |   | (32,629 | )
|Gain on the purchase of Inmobiliaria Dos Naciones (see Note 1h and 4) |  |      | 74,245   |   |      |   |         |      |  |   |        |  
|Dividends received from Comercializadora y Distribuidora Milgret      |  |      | 23,420   |   |      |   |         |      |  |   |        |  
|Cancellation provision for tax on dividends                           |  |      |         |   |      |   | 54,494   |      |  |   |        |  
|Taxes recovered, net of expenses incurred                             |  |      | 6,232    |   |      |   | 37,282   |      |  |   |        |  
|Proceeds from the sale of fixed assets                                |  |      |         |   |      |   | 10,364   |      |  |   | 51      |  
|                                                                      |  |      |          |   |      |   |          |      |  |   |         |  
|                                                                      |  | $    | (26,377  | ) |      | $ | (175,275 | )    |  | $ | (65,030 | )
|                                                                      |  |      |          |   |      |   |          |      |  |   |         |  

19 Gain (loss) on exchange, net:

The gain (loss) on exchange included in the consolidated statement of operations for the years ended December 31, 2012, 2011, and 2010 is due to the
significant appreciation/depreciation of the Mexican peso against the US dollar, where a large portion of the debt is denominated in Mexican pesos, represented by the issuance of the trust certificates (see note 14).



F-42



---

##### Table of Contents

An analysis of the exchange balance for the years 2012, 2011, and 2010 follows:



|                                            |  |      |         |   |      |   |           |      |  |   |          |  
|------------------------------------------- |  | ---- | ------- | - | ---- | - | --------- | ---- |  | - | -------- | -
|                                            |  | 2012 |         |   | 2011 |   |           | 2010 | 
|Cash and cash equivalents                   |  | $    | (323    | ) |      | $ | (4,250    | )    |  | $ | 1,112    |  
|Short term investments                      |  |      | (12,691 | ) |      |   | (68,375   | )    |  |   | 55,805   |  
|Accounts receivable                         |  |      | (14,340 | ) |      |   | (18,927   | )    |  |   | 13,193   |  
|Other accounts receivable                   |  |      | (4,517  | ) |      |   | (55,811   | )    |  |   | 18,779   |  
|Prepaid expenses                            |  |      | (3,363  | ) |      |   | (3,393    | )    |  |   | 4,916    |  
|Suppliers                                   |  |      | 18,802  |   |      |   | 10,141    |      |  |   | (11,171  | )
|Accounts payable and accrued expenses       |  |      | 19,453  |   |      |   | 84,381    |      |  |   | (41,967  | )
|Debt                                        |  |      | 37,981  |   |      |   | 1,212,457 |      |  |   | (524,171 | )
|Assets and liabilities denominated in pesos |  |      |        |   |      |   | 8,227     |      |  |   | 1,807    |  
|                                            |  |      |         |   |      |   |           |      |  |   |          |  
|Gain (loss) on exchange, net                |  | $    | 41,002  |   |      | $ | 1,164,450 |      |  | $ | (481,697 | )
|                                            |  |      |         |   |      |   |           |      |  |   |          |  

20 Income tax, tax loss carryforwards, 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, 2012, 2011 and 2010 in the amount of $140,384, $346,487, and $527,165, 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, 2012, 2011, and 2010 is detailed following:



|                      |  |      |        |   |      |   |         |      |  |   |         |  
|--------------------- |  | ---- | ------ | - | ---- | - | ------- | ---- |  | - | ------- | -
|                      |  | 2012 |        |   | 2011 |   |         | 2010 | 
|Income tax determined |  | $    | (3,660 | ) |      | $ | (8,028  | )    |  | $ | (8,568  | )
|Corporate flat tax    |  |      | (5,123 | ) |      |   | (33,032 | )    |  |   | (1,782  | )
|                      |  |      |        |   |      |   |         |      |  |   |         |  
|Tax on earnings       |  | $    | (8,783 | ) |      | $ | (41,060 | )    |  | $ | (10,350 | )
|                      |  |      |        |   |      |   |         |      |  |   |         |  



F-43



---

##### Table of Contents

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, 2012, 2011, and 2010 is as follows:



|                                                                                   |  |      |          |   |      |   |          |      |  |   |          |  
|---------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | ---- |  | - | -------- | -
|                                                                                   |  | 2012 |          |   | 2011 |   |          | 2010 | 
|(Loss) income before taxes                                                         |  | $    | (772,333 | ) |      | $ | 232,643  |      |  | $ | (994,964 | )
|                                                                                   |  |      |          |   |      |   |          |      |  |   |          |  
|Income tax                                                                         |  |      | 231,700  |   |      |   | (69,793  | )    |  |   | 298,489  |  
|(Decrease) increase from:                                                          |  |      |          |   |      |   |          |      |  |   |          |  
|Difference in depreciation and amortization                                        |  |      | 43,843   |   |      |   | (129,157 | )    |  |   | (151,859 | )
|Revaluation surplus                                                                |  |      | 655      |   |      |   | (1,007   | )    |  |   | 370,403  |  
|Income recognized in advance                                                       |  |      | (249,947 | ) |      |   | (216,832 | )    |  |   | (225,040 | )
|Inventories                                                                        |  |      | 1,758    |   |      |   | (5,853   | )    |  |   | (16,150  | )
|Inflationary and currency exchange effects on monetary assets and liabilities, net |  |      | (109,023 | ) |      |   | (139,012 | )    |  |   | (3,286   | )
|Effects related to the peso/dollar exchange in tax loss carryforwards, net         |  |      | 384,902  |   |      |   | 142,504  |      |  |   | 358,069  |  
|Provisions and allowance for doubtful accounts                                     |  |      | 61,794   |   |      |   | 8,676    |      |  |   | (2,910   | )
|Sale of assets                                                                     |  |      | 4,437    |   |      |   | (3,318   | )    |  |   | (5,889   | )
|Valuation allowance for tax losses                                                 |  |      | (351,897 | ) |      |   | 387,881  |      |  |   | (598,804 | )
|Non-taxable revenue                                                                |  |      | 813      |   |      |   | 62       |      |  |   | 88       |  
|Sale of shares                                                                     |  |      | 35,798   |   |      |   | (820     | )    |  |   | (11,019  | )
|Non-deductible expenses                                                            |  |      | (63,616  | ) |      |   | (14,391  | )    |  |   | (24,781  | )
|Other, net                                                                         |  |      |         |   |      |   |         |      |  |   | 2,339    |  
|                                                                                   |  |      |          |   |      |   |          |      |  |   |          |  
|Provision for income tax                                                           |  | $    | (8,783   | ) |      | $ | (41,060  | )    |  | $ | (10,350  | )
|                                                                                   |  |      |          |   |      |   |          |      |  |   |          |  

Under the terms of the Income Tax Law, from 2010 to 2012 the general rate was 30%.

The components of deferred tax assets and (liabilities) for the years ended December 31, 2012, 2011, and 2010 are comprised as follows:



|                                                         |  |      |            |   |      |   |            |      |  |   |            |  
|-------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|                                                         |  | 2012 |            |   | 2011 |   |            | 2010 | 
|Tax loss carryforwards                                   |  | $    | 3,108,798  |   |      | $ | 2,667,227  |      |  | $ | 2,768,403  |  
|Valuation allowance for tax losses                       |  |      | (928,860   | ) |      |   | (576,956   | )    |  |   | (1,117,975 | )
|                                                         |  |      |            |   |      |   |            |      |  |   |            |  
|                                                         |  |      | 2,179,938  |   |      |   | 2,090,271  |      |  |   | 1,650,428  |  
|Inventories and provisionsNet                           |  |      | 232,784    |   |      |   | 145,446    |      |  |   | 97,326     |  
|Income recognized in advance                             |  |      | 50,783     |   |      |   | 296,749    |      |  |   | 529,827    |  
|Concession rights and property, machinery, and equipment |  |      | (1,521,561 | ) |      |   | (1,589,845 | )    |  |   | (1,441,916 | )
|                                                         |  |      |            |   |      |   |            |      |  |   |            |  
|Total deferred tax assets                                |  | $    | 941,944    |   |      | $ | 942,621    |      |  | $ | 835,665    |  
|                                                         |  |      |            |   |      |   |            |      |  |   |            |  

The Company has recognized a deferred tax asset related to its tax loss carryforwards 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 2013 through 2022. 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.



F-44



---

##### Table of Contents

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.
| | - | ----------------------------------------------------------------------------------------------------------



| | 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, 2012, the holding Company determined deductions higher than the IETU income for $28,346.

During the
year ended December 31, 2011, the holding Company determined an IETUbase of $44,799 and a tax of $7,839, 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.

During the year ended December 31, 2010, the holding Company determined an IETUbase of $612 and a tax of $107,
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.



F-45



---

##### Table of Contents

Tax loss carryforwards

As of December 31, 2012, the tax consolidating group headed by Grupo TMM, as parent company, had tax loss carryforwards, shown as follows, which may be restated by inflation, under Mexican
legislation.



|                                    |  |                                        |           |  |                   |  |      | 
|----------------------------------- |  | -------------------------------------- | --------- |  | ----------------- |  | ---- | 
|Year in which the loss was incurred |  | Inflation restatedamounts to June 2012 |           |  | Year ofexpiration | 
|2005                                |  | $                                      | 52,181    |  |                   |  | 2015 | 
|2006                                |  |                                        | 674,549   |  |                   |  | 2016 | 
|2007                                |  |                                        | 138,089   |  |                   |  | 2017 | 
|2009                                |  |                                        | 762,331   |  |                   |  | 2019 | 
|2010                                |  |                                        | 566,700   |  |                   |  | 2020 | 
|2011                                |  |                                        | 359,736   |  |                   |  | 2021 | 
|2012                                |  |                                        | 143,430   |  |                   |  | 2022 | 
|                                    |  |                                        |           |  |                   |  |      | 
|                                    |  | $                                      | 2,697,016 |  |                   |  |      | 
|                                    |  |                                        |           |  |                   |  |      | 

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.

The information for each operating segment is as follows:



|                                                                     |  |                             |            |   |                   |   |           |                            |  |   |                                              |   |  |                   |            |   |  |   |            |  
|-------------------------------------------------------------------- |  | --------------------------- | ---------- | - | ----------------- | - | --------- | -------------------------- |  | - | -------------------------------------------- | - |  | ----------------- | ---------- | - |  | - | ---------- | -
|December 31, 2012                                                    |  | Specializedmaritimedivision |            |   | Logisticsdivision |   |           | Ports andterminalsdivision |  |   | Eliminationbetweensegments andsharedaccounts |   |  | Totalconsolidated |           
|Transportation revenues                                              |  | $                           | 2,188,809  |   |                   | $ | 992,207   |                            |  | $ | 101,193                                      |   |  | $                 | 52,536     |   |  | $ | 3,334,745  |  
|Costs and expenses                                                   |  |                             | (1,206,865 | ) |                   |   | (960,999  | )                          |  |   | (94,165                                      | ) |  |                   | (225,238   | ) |  |   | (2,487,267 | )
|Depreciation and amortization                                        |  |                             | (539,041   | ) |                   |   | (134,255  | )                          |  |   | (10,811                                      | ) |  |                   | (12,537    | ) |  |   | (696,644   | )
|                                                                     |  |                             |            |   |                   |   |           |                            |  |   |                                              |   |  |                   |            |   |  |   |            |  
|Income (loss) from transportation                                    |  | $                           | 442,903    |   |                   | $ | (103,047  | )                          |  | $ | 3,783                                        |   |  | $                 | (185,239   | ) |  | $ | 150,834    |  
|                                                                     |  |                             |            |   |                   |   |           |                            |  |   |                                              |   |  |                   |            |   |  |   |            |  
|Costs, expenses, and revenues not allocated                          |  |                             |            |   |                   |   |           |                            |  |   |                                              |   |  |                   |            |   |  |   | (937,288   | )
|                                                                     |  |                             |            |   |                   |   |           |                            |  |   |                                              |   |  |                   |            |   |  |   |            |  
|Net loss for the year attributable to Grupo TMM, S.A.B. stockholders |  |                             |            |   |                   |   |           |                            |  |   |                                              |   |  |                   |            |   |  | $ | (786,454   | )
|                                                                     |  |                             |            |   |                   |   |           |                            |  |   |                                              |   |  |                   |            |   |  |   |            |  
|Total assets by segment                                              |  | $                           | 12,728,408 |   |                   | $ | 679,732   |                            |  | $ | 1,679,835                                    |   |  | $                 |           |   |  | $ | 15,087,975 |  
|Shared assets                                                        |  |                             |           |   |                   |   |          |                            |  |   |                                             |   |  |                   | (2,142,707 | ) |  |   | (2,142,707 | )
|                                                                     |  |                             |            |   |                   |   |           |                            |  |   |                                              |   |  |                   |            |   |  |   |            |  
|Total assets                                                         |  | $                           | 12,728,408 |   |                   | $ | 679,732   |                            |  | $ | 1,679,835                                    |   |  | $                 | (2,142,707 | ) |  | $ | 12,945,268 |  
|                                                                     |  |                             |            |   |                   |   |           |                            |  |   |                                              |   |  |                   |            |   |  |   |            |  
|Total liabilities by segment                                         |  | $                           | 10,979,340 |   |                   | $ | 1,434,726 |                            |  | $ | 692,338                                      |   |  | $                 |           |   |  | $ | 13,106,404 |  
|Shared liabilities                                                   |  |                             |           |   |                   |   |          |                            |  |   |                                             |   |  |                   | (819,947   | ) |  |   | (819,947   | )
|                                                                     |  |                             |            |   |                   |   |           |                            |  |   |                                              |   |  |                   |            |   |  |   |            |  
|Total liabilities                                                    |  | $                           | 10,979,340 |   |                   | $ | 1,434,726 |                            |  | $ | 692,338                                      |   |  | $                 | (819,947   | ) |  | $ | 12,286,457 |  
|                                                                     |  |                             |            |   |                   |   |           |                            |  |   |                                              |   |  |                   |            |   |  |   |            |  
|Total capital expenditures by segment                                |  | $                           | 307,135    |   |                   | $ | 10,874    |                            |  | $ | 18,671                                       |   |  | $                 |           |   |  | $ | 336,680    |  
|Shared capital expenditures                                          |  |                             |           |   |                   |   |          |                            |  |   |                                             |   |  |                   | 14,523     |   |  |   | 14,523     |  
|                                                                     |  |                             |            |   |                   |   |           |                            |  |   |                                              |   |  |                   |            |   |  |   |            |  
|Total capital expenditures                                           |  | $                           | 307,135    |   |                   | $ | 10,874    |                            |  | $ | 18,671                                       |   |  | $                 | 14,523     |   |  | $ | 351,203    |  
|                                                                     |  |                             |            |   |                   |   |           |                            |  |   |                                              |   |  |                   |            |   |  |   |            |  



F-46



---

##### Table of Contents

|                                                                       |  |                              |            |   |                    |   |            |                             |  |   |                                               |   |  |                   |            |   |  |   |            |  
|---------------------------------------------------------------------- |  | ---------------------------- | ---------- | - | ------------------ | - | ---------- | --------------------------- |  | - | --------------------------------------------- | - |  | ----------------- | ---------- | - |  | - | ---------- | -
|December 31, 2011                                                      |  | Specializedmaritime division |            |   | Logistics division |   |            | Ports and terminalsdivision |  |   | Eliminationbetween segmentsand sharedaccounts |   |  | Totalconsolidated |           
|Transportation revenues                                                |  | $                            | 2,133,395  |   |                    | $ | 1,041,072  |                             |  | $ | 123,701                                       |   |  | $                 | 46,702     |   |  | $ | 3,344,870  |  
|Costs and expenses                                                     |  |                              | (1,118,967 | ) |                    |   | (1,027,535 | )                           |  |   | (84,555                                       | ) |  |                   | (233,161   | ) |  |   | (2,464,218 | )
|Depreciation and amortization                                          |  |                              | (495,539   | ) |                    |   | (120,806   | )                           |  |   | (11,359                                       | ) |  |                   | (12,811    | ) |  |   | (640,515   | )
|                                                                       |  |                              |            |   |                    |   |            |                             |  |   |                                               |   |  |                   |            |   |  |   |            |  
|Income (loss) from transportation                                      |  | $                            | 518,889    |   |                    | $ | (107,269   | )                           |  | $ | 27,787                                        |   |  | $                 | (199,270   | ) |  | $ | 240,137    |  
|                                                                       |  |                              |            |   |                    |   |            |                             |  |   |                                               |   |  |                   |            |   |  |   |            |  
|Costs, expenses, and revenues not allocated                            |  |                              |            |   |                    |   |            |                             |  |   |                                               |   |  |                   |            |   |  |   | (61,093    | )
|                                                                       |  |                              |            |   |                    |   |            |                             |  |   |                                               |   |  |                   |            |   |  |   |            |  
|Net profit for the year attributable to Grupo TMM, S.A.B. stockholders |  |                              |            |   |                    |   |            |                             |  |   |                                               |   |  |                   |            |   |  |   | 179,044    |  
|                                                                       |  |                              |            |   |                    |   |            |                             |  |   |                                               |   |  |                   |            |   |  |   |            |  
|Total assets by segment                                                |  | $                            | 12,679,038 |   |                    | $ | 878,350    |                             |  | $ | 2,040,520                                     |   |  | $                 |           |   |  | $ | 15,597,908 |  
|Shared assets                                                          |  |                              |           |   |                    |   |           |                             |  |   |                                              |   |  |                   | (2,318,900 | ) |  |   | (2,318,900 | )
|                                                                       |  |                              |            |   |                    |   |            |                             |  |   |                                               |   |  |                   |            |   |  |   |            |  
|Total assets                                                           |  | $                            | 12,679,038 |   |                    | $ | 878,350    |                             |  | $ | 2,040,520                                     |   |  | $                 | (2,318,900 | ) |  | $ | 13,279,008 |  
|                                                                       |  |                              |            |   |                    |   |            |                             |  |   |                                               |   |  |                   |            |   |  |   |            |  
|Total liabilities by segment                                           |  | $                            | 10,706,275 |   |                    | $ | 1,603,528  |                             |  | $ | 970,711                                       |   |  | $                 |           |   |  | $ | 13,280,514 |  
|Shared liabilities                                                     |  |                              |           |   |                    |   |           |                             |  |   |                                              |   |  |                   | (1,520,920 | ) |  |   | (1,520,920 | )
|                                                                       |  |                              |            |   |                    |   |            |                             |  |   |                                               |   |  |                   |            |   |  |   |            |  
|Total liabilities                                                      |  | $                            | 10,706,275 |   |                    | $ | 1,603,528  |                             |  | $ | 970,711                                       |   |  | $                 | (1,520,920 | ) |  | $ | 11,759,594 |  
|                                                                       |  |                              |            |   |                    |   |            |                             |  |   |                                               |   |  |                   |            |   |  |   |            |  
|Total capital expenditures by segment                                  |  | $                            | 116,282    |   |                    | $ | 5,990      |                             |  | $ | 63,553                                        |   |  | $                 |           |   |  | $ | 185,825    |  
|Shared capital expenditures                                            |  |                              |           |   |                    |   |           |                             |  |   |                                              |   |  |                   | 5,257      |   |  |   | 5,257      |  
|                                                                       |  |                              |            |   |                    |   |            |                             |  |   |                                               |   |  |                   |            |   |  |   |            |  
|Total capital expenditures                                             |  | $                            | 116,282    |   |                    | $ | 5,990      |                             |  | $ | 63,553                                        |   |  | $                 | 5,257      |   |  | $ | 191,082    |  
|                                                                       |  |                              |            |   |                    |   |            |                             |  |   |                                               |   |  |                   |            |   |  |   |            |  
|                                                                       |  |                              |            |   |                   
|December 31, 2010                                                      |  | Specializedmaritime division |            |   | Logistics division |   |            | Ports and terminalsdivision |  |   | Eliminationbetween segmentsand
sharedaccounts |   |  | Totalconsolidated |           
|Transportation revenues                                                |  | $                            | 2,534,603  |   |                    | $ | 1,132,515  |                             |  | $ | 130,224                                       |   |  | $                 | 61,973     |   |  | $ | 3,859,315  |  
|Costs and expenses                                                     |  |                              | (1,265,987 | ) |                    |   | (1,122,447 | )                           |  |   | (71,070                                       | ) |  |                   | (237,968   | ) |  |   | (2,697,472 | )
|Depreciation and amortization                                          |  |                              | (512,784   | ) |                    |   | (188,797   | )                           |  |   | (12,991                                       | ) |  |                   | (10,716    | ) |  |   | (725,288   | )
|                                                                       |  |                              |            |   |                    |   |            |                             |  |   |                                               |   |  |                   |            |   |  |   |            |  
|Income (loss) from transportation                                      |  | $                            | 755,832    |   |                    | $ | (178,729   | )                           |  | $ | 46,163                                        |   |  | $                 | (186,711   | ) |  | $ | 436,555    |  
|                                                                       |  |                              |            |   |                    |   |            |                             |  |   |                                               |   |  |                   |            |   |  |   |            |  
|Costs, expenses, and revenues not allocated                            |  |                              |            |   |                    |   |            |                             |  |   |                                               |   |  |                   |            |   |  |   | (1,462,683 | )
|                                                                       |  |                              |            |   |                    |   |            |                             |  |   |                                               |   |  |                   |            |   |  |   |            |  
|Net earnings for the year attributable to Grupo TMM, SAB. stockholders |  |                              |            |   |                    |   |            |                             |  |   |                                               |   |  |                   |            |   |  | $ | (1,026,128 | )
|                                                                       |  |                              |            |   |                    |   |            |                             |  |   |                                               |   |  |                   |            |   |  |   |            |  
|Total assets by segment                                                |  | $                            | 10,633,503 |   |                    | $ | 1,525,586  |                             |  | $ | 1,403,033                                     |   |  | $                 |           |   |  | $ | 13,562,122 |  
|Shared assets                                                          |  |                              |           |   |                    |   |           |                             |  |   |                                              |   |  |                   | (241,121   | ) |  |   | (241,121   | )
|                                                                       |  |                              |            |   |                    |   |            |                             |  |   |                                               |   |  |                   |            |   |  |   |            |  
|Total assets                                                           |  | $                            | 10,633,503 |   |                    | $ | 1,525,586  |                             |  | $ | 1,403,033                                     |   |  | $                 | (241,121   | ) |  | $ | 13,321,001 |  
|                                                                       |  |                              |            |   |                    |   |            |                             |  |   |                                               |   |  |                   |            |   |  |   |            |  
|Total liabilities by segment                                           |  | $                            | 10,954,251 |   |                    | $ | 1,716,500  |                             |  | $ | 451,585                                       |   |  | $                 |           |   |  | $ | 13,122,336 |  
|Shared liabilities                                                     |  |                              |           |   |                    |   |           |                             |  |   |                                              |   |  |                   | (1,107,578 | ) |  |   | (1,107,578 | )
|                                                                       |  |                              |            |   |                    |   |            |                             |  |   |                                               |   |  |                   |            |   |  |   |            |  
|Total liabilities                                                      |  | $                            | 10,954,251 |   |                    | $ | 1,716,500  |                             |  | $ | 451,585                                       |   |  | $                 | (1,107,578 | ) |  | $ | 12,014,758 |  
|                                                                       |  |                              |            |   |                    |   |            |                             |  |   |                                               |   |  |                   |            |   |  |   |            |  
|Total capital expenditures by segment                                  |  | $                            | 185,499    |   |                    | $ | 69,605     |                             |  | $ | 31,390                                        |   |  | $                 |           |   |  | $ | 286,494    |  
|Shared capital expenditures                                            |  |                              |           |   |                    |   |           |                             |  |   |                                              |   |  |                   | 119,444    |   |  |   | 119,444    |  
|                                                                       |  |                              |            |   |                    |   |            |                             |  |   |                                               |   |  |                   |            |   |  |   |            |  
|Total capital expenditures                                             |  | $                            | 185,499    |   |                    | $ | 69,605     |                             |  | $ | 31,390                                        |   |  | $                 | 119,444    |   |  | $ | 405,938    |  
|                                                                       |  |                              |            |   |                    |   |            |                             |  |   |                                               |   |  |                   |            |   |  |   |            |  

22 Employee benefits:

The seniority premiums, severance for personnel aged 55 or over, and the retirement plan benefits (pensions) obligations, 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.



F-47



---

##### Table of Contents

The amounts charged to the statement of operations for seniority premiums, pensions, and severances on
termination of employment for personnel aged 55 or over, 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 balance of $8,036 and $(29,084) in 2012 and 2011, respectively.

Severances prior to retirement for personnel aged 55 or over consider the immediate recognition of the costs of past services and actuarial losses and gains.

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 labor
obligations as of December 31, 2012, 2011, and 2010 are summarized as follows:



|                        |  |      |        |  |      |   |        |      |  |   |        |  
|----------------------- |  | ---- | ------ |  | ---- | - | ------ | ---- |  | - | ------ | -
|                        |  | 2012 |        |  | 2011 |   |        | 2010 | 
|Labor cost              |  | $    | 7,180  |  |      | $ | 6,481  |      |  | $ | 6,067  |  
|Financial cost          |  |      | 4,439  |  |      |   | 11,909 |      |  |   | 12,181 |  
|Returns on plan assets  |  |      | 148    |  |      |   | (953   | )    |  |   | (191   | )
|                        |  |      |        |  |      |   |        |      |  |   |        |  
|Net cost for the period |  | $    | 11,767 |  |      | $ | 17,437 |      |  | $ | 18,057 |  
|                        |  |      |        |  |      |   |        |      |  |   |        |  

The details of the net cost for the period for severances for personnel aged 55 of over, and also the basic actuarial
estimates for the calculation of this labor obligation are summarized as follows:



|                        |  |      |       |  |      |   |       |      |  |   |       | 
|----------------------- |  | ---- | ----- |  | ---- | - | ----- | ---- |  | - | ----- | 
|                        |  | 2012 |       |  | 2011 |   |       | 2010 | 
|Labor cost              |  | $    | 3,846 |  |      | $ | 3,782 |      |  | $ | 2,022 | 
|Financial cost          |  |      | 2,057 |  |      |   | 1,828 |      |  |   | 1,060 | 
|                        |  |      |       |  |      |   |       |      |  |   |       | 
|Net cost for the period |  | $    | 5,903 |  |      | $ | 5,610 |      |  | $ | 3,082 | 
|                        |  |      |       |  |      |   |       |      |  |   |       | 

The reserve for pensions and seniority premiums as of December 31, 2012, 2011, and 2010 is comprised as follows:



|                                            |  |      |         |   |      |   |         |      |  |   |         |  
|------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                            |  | 2012 |         |   | 2011 |   |         | 2010 | 
|Defined benefit obligations (DBO)         |  | $    | 190,109 |   |      | $ | 188,609 |      |  | $ | 161,149 |  
|Plan assets                                 |  |      | (1,176  | ) |      |   | (1,674  | )    |  |   | (11,901 | )
|Transition Assets pending Amortization      |  |      | (484    | ) |      |   |        |      |  |   |        |  
|Miscellaneous                               |  |      |        |   |      |   |        |      |  |   | (38     | )
|                                            |  |      |         |   |      |   |         |      |  |   |         |  
|Reserve for pensions and seniority premiums |  | $    | 188,449 |   |      | $ | 186,935 |      |  | $ | 149,210 |  
|                                            |  |      |         |   |      |   |         |      |  |   |         |  

The DBO for pensions and seniority premiums as of December 31, 2012, 2011, and 2010 is comprised as follows:



|                         |  |      |         |   |      |   |         |      |  |   |         |  
|------------------------ |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                         |  | 2012 |         |   | 2011 |   |         | 2010 | 
|DBO at year start        |  | $    | 188,609 |   |      | $ | 161,149 |      |  | $ | 154,667 |  
|Labor cost               |  |      | 7,180   |   |      |   | 6,481   |      |  |   | 6,067   |  
|Financial cost           |  |      | 4,439   |   |      |   | 11,909  |      |  |   | 12,181  |  
|Benefits paid            |  |      | (11,799 | ) |      |   | (11,326 | )    |  |   | (11,859 | )
|Miscellaneous            |  |      |        |   |      |   |        |      |  |   | (1,684  | )
|Actuarial losses (gains) |  |      | 1,680   |   |      |   | 20,396  |      |  |   | 1,777   |  
|                         |  |      |         |   |      |   |         |      |  |   |         |  
|DBO at year end          |  | $    | 190,109 |   |      | $ | 188,609 |      |  | $ | 161,149 |  
|                         |  |      |         |   |      |   |         |      |  |   |         |  



F-48



---

##### Table of Contents

The assets of the pension and seniority premium plan as of December 31, 2012, 2011, and 2010 are
comprised as follows:



|                                |  |      |       |   |      |   |         |      |  |   |        |  
|------------------------------- |  | ---- | ----- | - | ---- | - | ------- | ---- |  | - | ------ | -
|                                |  | 2012 |       |   | 2011 |   |         | 2010 | 
|Value of the fund at year start |  | $    | 1,674 |   |      | $ | 11,901  |      |  | $ | 13,396 |  
|Expected return on plan assets  |  |      | (498  | ) |      |   | (10,227 | )    |  |   | 191    |  
|Benefits paid                   |  |      |      |   |      |   |        |      |  |   | (1,686 | )
|                                |  |      |       |   |      |   |         |      |  |   |        |  
|Value of the fund at year end   |  | $    | 1,176 |   |      | $ | 1,674   |      |  | $ | 11,901 |  
|                                |  |      |       |   |      |   |         |      |  |   |        |  

The reserve for severances is comprised as follows:



|                                       |  |      |        |   |      |   |        |      |  |   |        | 
|-------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | 
|                                       |  | 2012 |        |   | 2011 |   |        | 2010 | 
|Defined benefit obligations            |  | $    | 23,564 |   |      | $ | 26,480 |      |  | $ | 23,577 | 
|Transition assets pending amortization |  |      | (870   | ) |      |   |       |      |  |   |       | 
|                                       |  |      |        |   |      |   |        |      |  |   |        | 
|Reserve for severance                  |  | $    | 22,694 |   |      | $ | 26,480 |      |  | $ | 23,577 | 
|                                       |  |      |        |   |      |   |        |      |  |   |        | 

The reserve for severances for personnel aged 55 and over as of December 31, 2012, 2011, and 2010 is comprised as
follows:



|                         |  |      |        |   |      |   |        |      |  |   |        |  
|------------------------ |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                         |  | 2012 |        |   | 2011 |   |        | 2010 | 
|DBO at year start        |  | $    | 26,480 |   |      | $ | 23,577 |      |  | $ | 12,891 |  
|Labor cost               |  |      | 3,846  |   |      |   | 3,782  |      |  |   | 2,022  |  
|Financial cost           |  |      | 2,057  |   |      |   | 1,828  |      |  |   | 1,060  |  
|Benefits paid            |  |      | (107   | ) |      |   | (213   | )    |  |   | (130   | )
|Actuarial losses (gains) |  |      | (8,712 | ) |      |   | (2,494 | )    |  |   | 7,734  |  
|                         |  |      |        |   |      |   |        |      |  |   |        |  
|DBO at year end          |  | $    | 23,564 |   |      | $ | 26,480 |      |  | $ | 23,577 |  
|                         |  |      |        |   |      |   |        |      |  |   |        |  

The changes in the pension plan, seniority premium, and severance plans as of December 31, 2012, 2011, and 2010 are
summarized as follows:



|                                                |  |      |         |   |      |   |         |      |  |   |         |  
|----------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                |  | 2012 |         |   | 2011 |   |         | 2010 | 
|Reserve for obligations at year start           |  | $    | 213,415 |   |      | $ | 172,787 |      |  | $ | 149,529 |  
|Cost for the year                               |  |      | 17,670  |   |      |   | 23,047  |      |  |   | 21,139  |  
|Miscellaneous                                   |  |      |        |   |      |   | 36      |      |  |   | (2,030  | )
|Benefits paid charged to the reserve            |  |      | (11,906 | ) |      |   | (11,539 | )    |  |   | (11,989 | )
|Provision for indemnities recognized in capital |  |      | (8,036  | ) |      |   | 29,084  |      |  |   | 16,138  |  
|                                                |  |      |         |   |      |   |         |      |  |   |         |  
|Reserve for obligations at year end             |  | $    | 211,143 |   |      | $ | 213,415 |      |  | $ | 172,787 |  
|                                                |  |      |         |   |      |   |         |      |  |   |         |  



F-49



---

##### Table of Contents

The economic assumptions on discount rates, salary and long-term return increases used in the valuation of
the projected benefit obligation, were 4% for 2012, 2011, and 2010.

As of December 31, 2012, 2011, and 2010, approximately 42% 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 3,162, 3,059, and 3,214 employees as of December 31, 2012, 2011, and 2010,
respectively.

23 (Loss) earnings per share:

The (loss) earnings per share were calculated as of December 31, 2012, 2011, and 2010, based on the weighted average number of shares outstanding during the year. There are no potentially dilutive
instruments outstanding, therefore basic and diluted (loss) earnings per share are the same:



|                                                                  |  |      |          |   |      |   |         |      |  |   |            |  
|----------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | ------- | ---- |  | - | ---------- | -
|                                                                  |  | 2012 |          |   | 2011 |   |         | 2010 | 
|(Loss) profit for the year                                        |  | $    | (781,116 | ) |      | $ | 191,583 |      |  | $ | (1,005,314 | )
|Weighted average number of shares outstanding, thousands per year |  |      | 102,183  |   |      |   | 102,176 |      |  |   | 102,007    |  
|                                                                  |  |      |          |   |      |   |         |      |  |   |            |  
|(Loss) earnings per share                                         |  | $    | (7.644   | ) |      | $ | 1.875   |      |  | $ | (9.855     | )
|                                                                  |  |      |          |   |      |   |         |      |  |   |            |  

24 Commitments and contingencies:

a) Commitments-

Concession fees

Pursuant to the concessions under which it operates the ports and tugboat services, the Company has made monthly fixed and variable
payments. Such payments totaled $9,907, $8,018, and $6,847 in 2012, 2011, and 2010, respectively.

Leases and charters

The Company has used various bareboat and time-chartered vessels to supplement its fleet for short periods of less than one year. The
related charter expenses were $135,450 in 2012, $186,683 in 2011, and $341,186 in 2010.

There are no minimum payments for leases and charters
as of December 31, 2012 and 2011.

b) Contingencies-

I) RPS Claim

On August 7, 2007, Transportación Maritima Mexicana, S.A.
de C.V. (TMM) filed a claim for arbitration against RPS for US$50 (approximately $649), for various expenses incurred by TMM due to the delay of the re-delivery of the tanker vessel Palenque.



F-50



---

##### Table of Contents

On October 19, 2007, RPS filed a countersuit for US$3.0 million (approximately $39,000), 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 defense, also the amount claimed by RPS would appear to be excessive and for non-supported
issues.

II) Mutual claims between WWS and TMM

In December 2007, Transportación Marítima Mexicana, S.A. de C.V. (TMM) and Worldwide Services, Lyd. (WWS) filed claims against each other: TMM for US $342,500
(approximately $4,400), for fuel and low performance of the vessel Veracruz A and WWS for the US$1.3 million (approximately $16,900), claiming, mainly, an over-performance of the same vessel.

Company Management believes it has strong arguments to support the claim and to defend its position on the arbitration.

III) Mutual loans between Pacific Richfield Marine Pte. Ltd. (PRM) and Grupo TMM

Grupo TMM 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 US$5.2 million (approximately $67,500), and also payment of damages caused by the breaches incurred by PRM of the Purchase Agreements. PRM countered claiming that it is Grupo TMM 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 Grupo TMM, losing the right to recover the deposit of US$5.2 million (approximately $67,500).

Consequently, Grupo TMM filed suit in Mexico for the annulment of the decision and also 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.

On February 27, 2012, action was filed with the Singapore courts for the
annulment of the decision. The matter remains pending resolution.

As of December 31, 2012 the Company has reserved the amount of the
deposit made for US$5.2 million and has created an additional allowance of US$1.5 million for potential legal fees associated with this case, both items are reported in other expenses, net for 2011 for $83,611 and $6,813 for 2012 (See Note 18).



F-51



---

##### Table of Contents

IV) ADEMSA secured Certificates of Deposit

As a result of the crisis that affected Mexican farmers during 2011 and 2010 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 favor 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.

To this effect, the Company presents an allowance as of December 31, 2012 and 2011 for $118,000 and $233,000, respectively in order to settle 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 for the financing negotiated.
This reserve is included in the accounts payable and accrued expense liability.

V) Tax Proceedings

During 2012, the Federal Judiciary Power resolved on various proceedings that certain Grupo TMM companies had pursued against resolutions issued by the
Federal Tax Service (SAT) that had rejected the offsetting of credit balances, by which said companies paid taxes for related parties for previous years. As a result, the credit balances should be recovered by the companies that had been
denied this offsetting.

The tax authorities are currently conducting audits on the companies that originally owed the tax, however they have
recognized the corresponding provisions, which are presented in the accounts payable and accrued expense liability.

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 2011 and 2010 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 2012.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-52



---

##### Table of Contents

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.

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, 2012, 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.



F-53



---

##### Table of Contents

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 31,2012 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.

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 minimizes its
exposure effects in foreign currency by contracting debt in Mexican pesos. In July 2010, the Company issued Trust Certificates for approximately $10,500,000, consolidating the three previous tranches in one.

The Group also faces a transactional currency exposure. This exposures derives from sales and acquisitions made in foreign currencies other than the
Mexican peso, which is the Groups operating currency as of January 1, 2012. Approximately 59% of the Groups sales are listed in US dollars, while approximately 30% of its costs are listed in US dollars.

As of December 31, 2012, 2011, and 2010, the Company held monetary assets and liabilities listed in foreign currencies other than the Mexican peso,
classified according to its corresponding interbank exchange rate as related to the Mexican peso, as follows:



|                                |  |      |          |   |      |   |            |      |  |   |            |  
|------------------------------- |  | ---- | -------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|                                |  | 2012 |          |   | 2011 |   |            | 2010 | 
|Assets in US dollars            |  | $    | 495,364  |   |      | $ | 599,524    |      |  | $ | 848,134    |  
|Assets in other currencies      |  |      | 5,366    |   |      |   | 3,515      |      |  |   | 6,686      |  
|Liabilities in US dollars       |  |      | (876,268 | ) |      |   | (1,129,812 | )    |  |   | (1,183,232 | )
|Liabilities in other currencies |  |      | (15,012  | ) |      |   | (7,155     | )    |  |   | (11,404    | )
|                                |  |      |          |   |      |   |            |      |  |   |            |  
|                                |  | $    | (390,550 | ) |      | $ | (533,928   | )    |  | $ | (339,816   | )
|                                |  |      |          |   |      |   |            |      |  |   |            |  



F-54



---

##### Table of Contents

As of December 31, 2012 and 2011, the exchange rate was Ps12.9880 and Ps13.9476 per US dollar,
respectively. As of the issue date of the accompanying consolidated financial statements, the exchange rate was Ps12.1588 per US dollar and the Companys monetary asset and liability position (unaudited) is similar to that prevailing as of
December 31, 2012.

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, 2012, the Company has debt leased at a fixed and variable rate.

The variable rate portion of the debt associated with the Trust Certificate Tranches for an approximate amount of $10,500,000 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.

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, 2012, the Company obtained revenues from PEMEX Exploration and Production and PEMEX Refining representing 28% and 11%, 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, 2012, only 3% of the
Companys financial liabilities are due within the next 12 months.



F-55



---

##### Table of Contents

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 issue new shares, or sell assets to reduce its debt.

As of December 31, 2012 and 2011, the capital management is summarized as follows:



|                                          |  |      |            |  |      |   |            | 
|----------------------------------------- |  | ---- | ---------- |  | ---- | - | ---------- | 
|                                          |  | 2012 |            |  | 2011 |  
|Stockholder equity                        |  | $    | 658,811    |  |      | $ | 1,519,414  | 
|                                          |  |      |            |  |      |   |            | 
|Stockholder equity                        |  | $    | 658,811    |  |      | $ | 1,519,414  | 
|Total debt                                |  |      | 10,823,784 |  |      |   | 10,495,583 | 
|                                          |  |      |            |  |      |   |            | 
|                                          |  | $    | 11,482,595 |  |      | $ | 12,014,997 | 
|                                          |  |      |            |  |      |   |            | 
|Ratio of total debt to stockholder equity |  |      | 17.43      |  |      |   | 7.91       | 
|                                          |  |      |            |  |      |   |            | 

27 Subsequent event:

On February 15, 2013, the company, through the Trust Issuer and on prior confirmation by the Joint Committee, early amortized Trust Certificates for $5,000. This amortization did not require the
payment of premiums or other penalties. The outstanding balance on the Trust Certificates as of this date is $10,595,200.



F-56



---

##### Table of Contents

Grupo TMM, S.A.B. and Subsidiaries



|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.
|- | ---------------



---

##### Table of Contents

Grupo TMM, S.A.B. and Subsidiaries



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 Mendez
| |  |  |  |                   |  | Carlos Pedro Aguilar Mendez    
| |  |  |  |                   |  | Chief Financial Officer        

Date: May 15, 2013