Translation for information purposes only**Table of Contents**     CHAPTER ONE.- CORPORATE NAME AND SUPPLEMENTARY REGULATIONS, CORPORATE PURPOSE, NATIONALITYAND FOREIGN SHAREHOLDERS  4 One.- Corporate Name and Supplementary Regulations  4 Two.- Corporate Purpose  4 Three.- Registered Office  6 Four.- Term  6 Five.- Nationality and Foreign Shareholders  6 CHAPTER TWO.- CAPITAL STOCK AND SHARES  7 Six.- Composition of the Capital Stock, Shares and Voting Rules  7 Seven.- Capital Stock Variations; Treasury Shares and Trading  10 Eight.- Limitations on the Acquisition of Shares and Acquisition of Own Shares  12 Nine.- Limited Voting Shares  15 Ten.- Share Certificates  15 Eleven.- Stock Ledger  15 Twelve.- Cancellation of Registration with the National Securities Registry  16 CHAPTER THREE.- MANAGEMENT AND SURVEILLANCE OF THE COMPANY  16 SECTION ONE — BOARD OF DIRECTORS  16 Thirteen.- Composition of the Board of Directors  16 Fourteen.- Appointment of Directors  17 Fifteen.- Minority Rights for Designating Directors  18 Sixteen.- Meetings of the Board of Directors; Quorum and Voting Procedures  18 Seventeen.- Meetings of the Board of Directors; Notice and Place of Meeting  19 Eighteen.- Chairman and Secretary of the Meetings of the Board of Directors  19 Nineteen.- Minutes of the Board of Directors Meetings  19 Twenty.- Board of Directors Resolutions out of Meeting  19 Twenty One.- Powers of the Board of Directors  20 Twenty Two.- Additional Powers of the Board of Directors; Responsibility of the Directorsand Safe-Harbor  23 Twenty Three.- Powers and Duties of the Chairman of the Board of Directors  24 Twenty Four.- Powers and Duties of the Secretary of the Board of Directors  25 Twenty Five.- Indemnity for Directors  26 Twenty Sixth.- Fidelity Bonds for Directors, Chief Executive Officer and RelevantOfficers  28 SECTION TWO — CHIEF EXECUTIVE OFFICER  28 Twenty Seven.- Designation and Powers of the Chief Executive Officer  28 Twenty Eight.- Powers and Duties of the Chief Executive Officer  29 Twenty Nine.- Specific Powers of the Chief Executive Officer  30 Thirty.- Indemnity for Chief Executive Officer and Relevant Officers  31 
 
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Translation for information purposes only     SECTION THREE — BOARD OF DIRECTORS COMMITTEES  31 Thirty One.- Creation of Committees  31 Thirty Two.- Surveillance of the Company  32 Thirty Three.- Composition and Operation of Committees performing Audit and CorporateGovernance Duties  32 Thirty Four.- Audit Duties and Obligations  32 Thirty Five.- Corporate Governance Duties and Obligations  33 Thirty Six.- Operating Committee or Executive Committee  33 Thirty Seven.- Engagement of Outside Auditors and Advisors  34 CHAPTER FOUR.- SHAREHOLDERS MEETINGS  34 Thirty Eight.- Notices of Meeting  34 Thirty Nine.- Supreme Authority  35 Forty.- General Ordinary Shareholders Meetings  35 Forty One.- General Extraordinary Shareholders Meetings  37 Forty Two.- Minority Rights  37 Forty Three.- Attendance to Shareholders Meetings  37 Forty Four.- The Meeting; Minutes  39 CHAPTER FIVE.- FISCAL YEAR AND FINANCIAL STATEMENTS  39 Forty Five.- Fiscal Years  39 Forty Six.- Financial Statements  39 Forty Seven.- Profit Allocation  39 CHAPTER SIX.- DISSOLUTION AND LIQUIDATION OF THE COMPANY  39 Forty Eight.- Dissolution  39 Forty Nine.- Liquidation  40 Fifty.- Powers of Liquidators  40 Fifty One.- Registration of Liquidators  40 CHAPTER SEVEN.- APPLICABLE LAW AND JURISDICTION  40 Fifty Two.- Applicable law and jurisdiction  40 TRANSITORY CLAUSES  40 Clause One Transitory  40 Clause Two Transitory  40 
 
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Translation for information purposes only**Maxcom Telecomunicaciones, S.A.B. de C.V.****BYLAWS****CHAPTER ONE.- CORPORATE NAME AND SUPPLEMENTARY REGULATIONS, CORPORATE PURPOSE, NATIONALITYAND FOREIGN SHAREHOLDERS****One.- Corporate Name and Supplementary Regulations.**(a) Corporate Name.- The corporate name of the company is “Maxcom Telecomunicaciones”,which shall be followed by the words “*Sociedad Anónima Bursátil de Capital Variable*” or theabbreviation thereof “*S.A.B. de C.V.*” (the “Company”).(b) Supplementary Regulations.- In addition to what is provided for in these bylaws,the Company shall be governed by the Securities Market Law (*Ley del Mercado de Valores)*, theadministrative regulations issued in accordance therewith and, in a supplementary manner, theGeneral Law of Business Corporations (*Ley General de Sociedades Mercantiles)*.**Two.- Corporate Purpose.**The purpose of the Company is to:(a) Install, acquire, operate and exploit a public telecommunications network and/orradio-spectrum frequency bands, in each case granted by the Mexican federal government through theMinistry of Communications and Transportation (*Secretaría de Comunicaciones y Transportes*) or anyother governmental agency, as well as to provide auxiliary and related services (including, withoutlimitation, the provision of local telephony, domestic and international long distancetelecommunication services, public telephony, voice, data, images, programs (including cabletelevision programming and Internet protocol transmission).(b) Market, buy, sell, import, export, industrialize, distribute, manufacture, represent,receive or grant under any concession or agency, rent, and lease any kind of goods, products,services and value-added secondary services, and trade, in general, any equipment, services andgoods of any kind related to the communications industry.(c) Promote, incorporate, organize, exploit, acquire and participate in the capital stock orassets of any kind of Mexican or foreign business corporations or partnerships, associations orcompanies, regardless of the nature or denomination thereof, engaged in any industrial, commercial,service or otherwise business, as well as to participate in the management affairs thereof.(d) Represent, in Mexico or abroad, as an agent, commission merchant, intermediary,representative, or attorney-in-fact all kind of Mexican or foreign organizations, companies,businesses, individuals or corporations, whether public or private, regardless of the nature ordenomination thereof.
 
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Translation for information purposes only(e) Enter into contracts, agreements and undertakings of any kind, carry out commercialtransactions, conduct legal proceedings and professional activities of any kind in theaforementioned line of business, whether on behalf of the Company or in representation of thirdparties.(f) Obtain and exploit, through any legal means, any concessions, permits, franchises,licenses, authorizations, allotments, patents, trademarks, copyrights, trade names andadvertisements of any kind which contribute to the accomplishment of the corporate purposes andgoals of the Company.(g) Receive, from third-party legal entities and individuals, and provide to third-party legalentities and individuals, any services necessary to accomplish their corporate purpose or businessgoals, such as administrative, financial, treasury, audit, marketing, and accounting services, aswell as services necessary for creating software, preparing manuals, analyzing operating results,evaluating the information related to productivity and potential financing, preparing studies oncapital availability, providing technical support, rendering consultations and advice, amongothers.(h) Obtain, acquire, develop, improve, utilize, grant and receive licenses of or dispose of(through any legal means) any kind of patents, trademarks, service marks, utility models,copyrights, industrial designs, trade secrets, invention certificates, trade names andannouncements, and any other intellectual property rights in Mexico or abroad.(i) Obtain any kind of financings, loans or credits, issue debentures, bonds and commercialpaper and any debt instruments or debt securities, regardless of the denomination or laws governingthereof, with or without the creation of guarantees or securities in the form of pledges,mortgages, trusts or through any other legal means, for any purposes that may be determined by theCompany.(j) Grant any other type of financing or loan to individuals, business corporations,partnerships, companies and legal entities.(k) Grant any kind of guarantee, security interest or collateral in respect of obligations,negotiable instruments or debt instruments payable by any individuals, corporations, partnershipsor legal entities of any nature, regardless of the denomination or laws governing thereof, becominga guarantor, joint and several obligor or several obligor of such legal entities or individuals.(l) Issue, accept, execute, guarantee and endorse any type of negotiable instruments or debtinstruments, as well as to carry out any type of credit transactions and derivative financialtransactions, regardless of the denomination or laws governing thereof.(m) Build, supervise or engage, directly or through third parties, any kind of constructionsor facilities for offices or otherwise purposes.(n) Conduct, directly or through third parties, training programs and research works.(o) Lease, rent, or inter into a commodatum in respect of, and acquire, possess, exchange,sell, transfer, dispose or encumber, title to or possession of, any kind of personal and realassets, including any real or personal rights therein, as necessary or advisable for accomplishingits corporate purpose, regardless of the denomination or laws governing thereof.
 
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Translation for information purposes only(p) Act as agent, mediator or representative of any individual or legal entity.(q) Manufacture, transform, fit, market, import, export, buy, sell, or dispose of, through anylegal means, any machinery, spare parts, materials, raw materials, industrial products, goods andmerchandises of any nature.(r) Trade its own shares, securities representing its shares, negotiable instruments or debtinstruments on capital markets in Mexico and abroad, obtaining the prior authorization of thecompetent authorities, if necessary, including through foreign stock exchanges or trading systems,as well as to request the registration of its securities with any Mexican or foreign securitiesauthority and register its securities for trading purposes with any stock exchange or tradingsystem.(s) Issue unsubscribed shares to be publicly traded in accordance with Article 53 (fiftythree) of the Securities Market Law, or any other applicable provision replacing such article.(t) Create trusts and cause them to issue ordinary certificates of participation thatrepresent its shares, whether the same are deemed neutral investment instruments or not.(u) Acquire its own shares, in accordance with the Securities Market Law and any otherapplicable laws and regulations.(v) Take any action or designate any committee, as required or permitted in accordance withapplicable laws.(w) In general, take any actions, and carry out any transactions, actions or activities,including those of an ancillary, accessory or incidental nature, that may be necessary or advisablein order to accomplish the aforementioned corporate purpose and enter into any type of contracts oragreements with third parties, including with the shareholders of the Company, providing for rightsand obligations of the Company, in accordance with any applicable laws it deems advisable.**Three.- Registered Office.**The registered office of the Company shall be located in Mexico City, Federal District,provided that agencies or branches may be established in Mexico or abroad and that contractualdomiciles may be established, none of which shall be deemed as a change of the registered office.**Four.- Term.**The term of the Company shall be unlimited.**Five.- Nationality and Foreign Shareholders.****(a)**Nationality.- The Company is a Mexican legal entity.**(b)**Foreign Shareholders.-(i) The current and future foreign Shareholders irrevocably agree with the Ministry of ForeignAffairs to be treated as Mexican nationals (*i.e.*, such foreign Shareholders shall have noadditional rights as Shareholders based solely on their citizenship or country of domicile) withrespect to (i) their Shares and (ii) the Company’s properties, rights, governmental concessions(including any rights and obligations derived from the agreements entered into by the Company withthe Mexican authorities), securities and interests. No current and future foreign Shareholdersshallrequest intervention by any sovereign government into the business or affairs of the Company,under penalty of forfeiture of such Shareholder’s Shares to the benefit of the Mexican nation ifsuch Shareholder violates this undertaking. The undertaking set forth in this section 5(b)(i) shallbe enforceable by the Ministry of Foreign Affairs.
 
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Translation for information purposes only(ii) Shareholders may be Mexican nationals or of any foreign nationality; provided,however, that the capital stock of the Company held by non-Mexican Shareholders shall notexceed the maximum foreign investment percentage permitted under the Foreign Investment Law, as thesame may be amended, modified or repealed from time to time.(iii) Foreign national governments shall not own shares or CPOs.No entry shall be made in the Stock Ledger of the Company by the Secretary of the Board ofDirectors of the Company in respect of transfers of shares made in violation of the above.**CHAPTER TWO.- CAPITAL STOCK AND SHARES****Six.- Composition of the Capital Stock, Shares and Voting Rules.**(a) The capital stock of the Company is divided into 2 (two) categories: fixed and variable.The fixed portion cannot be withdrawn and amounts to fifty four million seven hundred and fiftythree thousand three hundred and two 00/100 pesos ($54,753,302.00), represented by one million fivehundred and twenty eight thousand eight hundred and twenty seven (1,528,827) common and registeredSeries A-Class I shares with no par value, fully subscribed and paid up.(b) The variable portion of the capital stock is unlimited and represented by common andregistered Series A-Class II shares with no par value.(c) Subject to the provisions of Clause Nine of these Bylaws and the paragraphs below, all theSeries A shares shall be common voting shares, vesting equal rights and obligations in the holdersthereof.(d) Notwithstanding any other contrary provision contained in these Bylaws and subject to theapplicable limitations on shareholding rights of foreigners set forth in the Foreign Investment Law(as amended, modified or repealed) and Article 12 (twelve) of the Federal Telecommunications Law,the Series A shares may be freely subscribed; provided, however, that, as provided for in theauthorization issued by the federal government through the Ministry of Economic Affairs, up toninety five percent (95%) of the Series A shares may be subscribed by, acquired by, transferred to,and owned by, a bank acting as trustee (the “Trustee”) under a neutral investment trust(the “Neutral Investment Trust”), in accordance with Article 19 (nineteen) of the ForeignInvestment Law and other applicable provisions, in which case, Trustee shall issue non-redeemableordinary certificates of participation (the “CPOs”) under such Neutral Investment Trust,which may be freely subscribed, acquired and owned by Mexican or foreign investors; provided thatsuch CPOs may vest in the holders thereof certain voting rights regarding the underlying Series Ashares of the Neutral Investment Trust.(e) Series A shares not represented by CPOs shall always represent not less than five percent(5%) of the issued and outstanding shares of the capital stock of the Company and shall besubscribed and paid-up by Mexican investors. No entry shall be made in the corporate books of theCompany by the Secretary of the Board of Directorsof the Company in respect of transfers of shares made in violation of this item (e), providedthat any such transfer shall be null and void.
 
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Translation for information purposes only(f) Mexican investors shall at all times control no less than fifty one percent (51%) of thevoting shares representing the capital stock of the Company, either by holding Series A sharesdirectly or through CPOs. Consequently, Mexican investors shall always have the actualcontrol of the Company. The Company Secretary shall have the authority to demand evidence ofMexican national status when determining whether any holder of shares is eligible to vote.(g) Unless otherwise provided for, and upon satisfaction of the requirements set forth, inArticles 57 (fifty seven), 366 (three hundred sixty six) and 367 (three hundred sixty seven) of theSecurities Market Law (in which case the limit referred to in Clause Five, item (b) (ii), of theseBylaws shall apply), the shares representing the capital of the Company, or negotiable instrumentsrepresenting such shares (acquisitions made through mutual funds excepted), may not be directly orindirectly acquired by any legal entities in respect of which the Company has the power to (i)directly or indirectly impose decisions at the General Shareholders Meetings thereof, or designateand remove most of the Directors, administrators or equivalent officers thereof, (ii) hold rightsenabling it to directly or indirectly cast votes in respect of more than fifty percent (50%) of thecapital stock thereof, or (iii) directly or indirectly direct the management, strategy or mainpolicies thereof, either by holding securities, by means of an agreement or contract or through anyother means.(h) As permitted by the Foreign Investment Law, any Series A shares represented by CPOs,whether or not held by foreign nationals, shall not be deemed shares held by foreign investorswithin the meaning of the Foreign Investment Law.(i) As established in the concession granted by the Federal Government, acting through theMinistry of Communications and Transportation (the “Ministry of Communications”) in favorof the Company to install, operate and exploit public telecommunications networks, if one personintends to transfer, subscribe or in general acquire Series A shares that represent ten percent(10%) or more of the outstanding capital stock of the Company (or any other higher or lowerpercentage established by the then valid and effective applicable Mexican laws, if any), then:(i) Such Person shall give a written notice informing its intention to the Company (and theCompany in turn shall inform the same to the Board of Directors and the Ministry ofCommunications), provided that said written notice shall include the necessary information toidentify the person than intends to acquire the Series A shares (the “Acquirer”).(ii) The transfer, subscription or in general acquisition of Series A shares shall beconditioned to the provision to the Ministry of Communications by the Acquirer of any informationthat said Ministry of Communications may require in order to evaluate the Acquirer in accordancewith applicable laws. If the Acquirer is a legal entity, it shall identify the persons thatdirectly or indirectly hold ten percent (10%) or more of the capital stock of such legal entity (orany other higher or lower percentage established by the then valid and effective applicable Mexicanlaws, if any).(iii) It the transfer, subscription or acquisition of Series A shares is not declined by theMinistry of Communications within a period of ninety (90) calendar days from the giving of suchnotice, the transfer, subscription or acquisition shall be deemed approved by the Ministry ofCommunications.
 
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Translation for information purposes only(iv) None of such transfers, subscriptions or acquisitions shall be registered in the StockLedger of the Company, unless if approved or not declined by the Ministry of Communications,without prejudice to any other authorizations required from other authorities in accordance withapplicable laws.(v) No authorization shall be required from the Ministry of Communications in respect of anytransfers, subscriptions or acquisitions of CPOs or other instruments issued by the Company, ifany, that are deemed neutral investments in accordance with applicable laws.(vi) To the extent required by law, the main provisions of this item (i) (or a summarythereof) shall be reflected in the provisional or final stock certificates issued by the Company.(j) If at any time either the Foreign Investment Law or the Federal Telecommunications Law isamended to allow one (1) or more foreign legal entities or individuals to hold and/or control theCompany, then the limitations on the shareholding of the capital stock by foreigners referred to inthese Bylaws shall automatically become ineffective as of the date on which such amendment (the“Regulatory Amendments”) comes into effect. In such event, the Company shall take any andall actions necessary or desirable to terminate the Neutral Investment Trust and permit anallocation of the underlying Series A shares of the CPOs among the holders thereof. Such actionsshall include but not be limited to:(i) those actions necessary to allow foreigners to hold shares or certificates representingthe capital stock of the Company in an unlimited manner and give effect to the RegulatoryAmendments;(ii) the preparation and distribution of the corresponding materials and forms of powers ofattorney and information, if necessary, to enable the shareholders of the Company and holders ofCPOs to approve, upon the terms of these Bylaws and the Neutral Investment Trust, the terminationof such Neutral Investment Trust and any necessary or advisable amendment to these Bylaws;(iii) the termination of the Neutral Investment Trust and the allocation of the underlyingSeries A shares of the CPOs to be delivered directly to the holders thereof (including the giving,filing or obtaining, as applicable, of any notice, application, permit, approval, or authorizationrelated to such termination and allocation);(iv) the exchange of CPO certificates for stock certificates representing the Series A sharesof the Company;(v) the registration of the Series A shares with the National Securities Registry kept by theNational Banking and Securities Commission (the “Commission”) and the US Securities andExchange Commission, if necessary, upon termination of the Neutral Investment Trust and completionof the allocation of the underlying Series A shares of the CPOs among the holders thereof; and(vi) the listing of the Series A shares for trading purposes at the Mexican Stock Exchange orany other required domestic or international stock exchange on or at which the CPOs are thentraded.
 
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Translation for information purposes only**Seven.- Capital Stock Variations; Treasury Shares and Trading.**(a) Except as provided in item (b) of Clause Eight, the capital stock may be increased orreduced by means of a resolution adopted by the General Shareholders Meeting, provided that suchresolution shall be adopted at either an extraordinary meeting for any increase or reduction of thefixed portion, or at any ordinary or extraordinary meeting for any increase or reduction of thevariable portion, of the capital stock (except for increases referred to in item (i) below, whichmust be approved by means of a resolution of the General Extraordinary Shareholders Meeting).(b) Increases or reductions of the fixed portion of the capital stock of the Company shall beapproved by means of a resolution adopted by a General Extraordinary Shareholders Meeting, whichshall further approve the corresponding amendment to the Bylaws of the Company.(c) Increases or reductions of the variable portion of the capital stock shall be approved bymeans of a resolution adopted by a simple majority of the shareholders at any General OrdinaryShareholders Meeting or a General Extraordinary Shareholders Meeting, except for increases referredto in item (i) below, provided that the corresponding minutes evidencing such resolutions shall benotarized before a notary public (which, for clarity, need not be registered with the PublicRegistry of Commerce).(d) So long as the shares have no par value, reductions of the minimum fixed portion or thevariable portion of the capital stock approved in order to set-off losses shall be made withoutbeing necessary to cancel shares.(e) If a reduction of the capital stock is made by means of a reimbursement to shareholders,such reduction shall apply to all the shareholders pro-rata based on the portion that theirshareholdings represent in respect of all the outstanding shares.(f) In accordance with Article 50 (fifty) of the Securities Market Law, the shareholders thathold shares representing the variable portion of the capital stock of the Company shall not havethe withdrawal right established in Article 220 (two hundred twenty) of the General Law of BusinessCorporations.(g) No increase of the capital stock may be approved, unless all shares previously issuedshall have been paid-up in full. In adopting the respective resolutions, the General ShareholdersMeeting that approves the increase, or any General Shareholders Meeting held thereafter, mayestablish the terms and conditions applicable to such increase.(h) The Company may issue unsubscribed shares, which shall be kept in the treasury of theCompany and delivered upon subscription and payment therefor.(i) In order for shares issued as a result of an increase of the fixed portion or the variableportion of the capital stock to be traded publicly, as approved by means of a resolution of theGeneral Extraordinary Shareholders Meeting, such shares shall be deposited in the treasury of theCompany and delivered upon subscription thereof in accordance with Article 53 (fifty three) of theSecurities Market Law, it being possible to offer such shares for subscription and payment purposesby the Board of Directors in accordance with the powers granted to such board by the GeneralExtraordinary Shareholders Meeting. Notwithstanding anything to the contrary contained in thesebylaws or the Securities Market Law, the preemptive right referred to in Article 132 (one hundredthirty two) of the General Law of Business Corporations and this Clause shall not apply to anyincreases of the capital stock made through public offerings made in accordance with Article 53(fifty three) of the Securities Market Law.
 
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Translation for information purposes only(j) Increases in the capital stock may be made by capitalizing the profit reserves or surplus,by paying the corresponding amounts in cash or in kind, or by capitalizing any losses instockholders’ equity. Concerning increases made by capitalization of reserves or surplus or anyother entry of shareholders’ equity, all the holders of the then outstanding shares duly subscribedand paid-up shall be entitled to subscribe the new shares issued as a consequence of thecapitalization pro-rata.(k) Concerning increases paid in cash or in kind, unless otherwise provided in item (i) aboveand in case of shares issued (i) as a result of a merger of the Company, (ii) in order to convertdebentures convertible into shares of the Company or as a consequence of such conversion, and (iii)for trading own shares of the Company acquired pursuant to Clause Eight of these Bylaws, theholders of the then outstanding shares duly subscribed and paid-up shall have a preemptive right tosubscribe the new shares issued or released, within a fifteen (15) calendar day period from the dayfollowing the date on which the corresponding notice is published in any two (2) of the followingpublications Reforma newspaper (business section), El Financiero newspaper, the Official Gazette ofthe Federal District, or the Official Gazette of the Federation, which are deemed the “officialgazette” of the registered office of the Company by the shareholders, or from the date on which theGeneral Extraordinary Shareholders meeting is held if all the shares representing the capital stockwere represented thereat. The Company shall also provide notice directly to any shareholder or CPOholder who has requested such notices at the address provided by such shareholder for such purpose.Notwithstanding anything to the contrary contained in these Bylaws, other than the additionalnotice right contained in the immediately previous sentence, shareholders shall have only theminimum preemptive rights required pursuant to non-waivable provisions of Mexican law.(l) If any shares remain unsubscribed upon expiration of the period within which theshareholders were entitled to exercise their preemptive right referred to in item (k) above, suchshares may be offered for subscription and payment purposes, subject to the conditions and withinthe periods established by the General Shareholders Meeting that approved the increase of thecapital stock, or upon the terms established by the Board of Directors, as applicable, at a pricewhich shall not be lower than the price at which such shares were offered to the shareholders ofthe Company for subscription and payment purposes.(m) The shareholders shall not have the preemptive right referred to in the aforementionedparagraphs in respect of (i) a merger of the Company with or into an affiliated or unafilliatedthird party, (ii) the conversion of debentures or other debt instruments, (iii) a public offeringof shares or other securities in accordance with Article 5 (fifty three) of the Securities MarketLaw, and (iv) the sale of shares acquired by the Company in accordance with Clause Eight of theseBylaws; (v) the increase of the capital stock of the Company for the issuance of shares to beexchanged for debt or liabilities of the Company; and (vi) the issuance of shares resulting fromthe capital increases of shares subscribed and paid for by the officers, employees and directorsof the Company or any of its subsidiaries in connection with the exercise of the stock optionsplans, stock plans, retirement o similar plans created and duly approved in terms of theapplicable laws, as well as by trusts created in connection with stock options plans, stock plans,retirement o similar plans, duly approved in terms of the applicable laws.
 
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Translation for information purposes only(n) Except for any increases or reductions in the Company’s capital stock that result from thesale of shares acquired by the Company pursuant to Clause Eight of these Bylaws, any increase orreduction in the capital stock shall be registered in the capital variation book to be kept by theCompany in accordance with Article 219 (two hundred nineteen) of the General Law of BusinessCorporations, by the Secretary of the Board of Directors.**Eight.- Limitations on the Acquisition of Shares and Acquisition of Own Shares.**(a) Actions to prevent control acquisitions. (i) (1) Any person or legal entity orgroup of persons or entities, shareholders or group of shareholders, that intends to directly orindirectly acquire, through any legal means, in one or more transactions, whether consecutive ornot, in or outside any stock exchange markets, Series A shares, CPOs, instruments referred to orrepresenting shares, instruments convertible into or exchangeable for shares or rights orparticipations in respect of shares, or enter into any type of contract or agreement in accordancewith the applicable laws of any jurisdiction with any shareholders or third parties, that in anymanner provide such person or entity or group of persons or entities, control, ownership,possession or rights regarding those shares, in all cases resulting in the ownership by suchperson or entity of capital stock of the Company representing a percentage equal to or higher thantwenty percent (20%) of the total issued and outstanding capital stock of the Company, must obtainthe prior written approval of the Board of Directors, in accordance with item (s) of Clause TwentyOne of these Bylaws.(2) Such approval must be further obtained by any individual or legal entity that is acompetitor of the Company and that intends to directly or indirectly acquire, whether individuallyor jointly, in one or more transactions and through any legal means, Series A shares, CPOs,instruments referred to or representing shares, instruments convertible into or exchangeable forshares or rights or participations in respect of shares, in all cases resulting in the ownership bysuch person or entity of capital stock of the Company representing a percentage equal to or higherthan two percent (2%) of the total issued and outstanding capital stock of the Company.(3) The Board of Directors shall respond to any request made for the aforementioned purposeswithin a [ninety (90)-calendar-day period] from the date on which the written request is receivedby the Chairman of the Board of Directors, which request shall be addressed and delivered to theChairman and the Secretary of the Board of Directors of the Company. In the event no response isgiven by the Board, the relevant request shall be deemed denied.
 
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Translation for information purposes only(4) The Board of Directors may take a number of factors into account when deciding whether toapprove any given proposed acquisition, including the existence of conflicts of interest, thefeasibility of the offer, the offered price, the conditions to which the offer is subject, theproposed timing of the acquisition in light of the Company’s strategic plans and alternatives, theidentity and honorability of the offerors (to the extent this may be determined and subject to noliability on the Directors), the financing sources of the offer and the closing date. If theapproval of the Board of Directors is obtained, the person or group of persons that intend todirectly or indirectly acquire, successively or simultaneously, title to Series A shares, CPOs,instruments referred to or representing shares, instruments convertible into or exchangeable forshares or rights or participations in respect of shares, to enter into any type of contract oragreement that require authorization in respect those shares, in all cases representing the capitalstock of the Company, by a percentage equal to or higher than the aforementioned percentages, shallbe obliged to make for such acquisition, or to enter into any type of contract or agreement thatrequire authorization, a simultaneous public offer to purchase [all] the shares or instruments,convertible into or exchangeable for shares representing the capital stock of the Company, unlessthe Board of Directors shall have expressly waived such requirement when granting the respectiveapproval (waiver that shall be given in accordance with applicable law); provided that if the Boardof Directors receives, after granting the corresponding approval but before completing therespective acquisition, a third-party offer reflected in a request to acquire shares orinstruments, convertible into or exchangeable for shares,in all the cases representing the capitalstock of the Company, with better terms for the shareholders or holders of instruments representingshares of the Company, as determined by the Board, the Board of Directors shall be entitled to (butshall not be required to) revoke the prior granted approval and authorize the new third-partytransaction. In either case, the Board of Directors or its members shall not be subject to anyliability for any such action or failure to act, from which they are released by the shareholdersor the holders of instruments convertible into or exchangeable for shares of the Company, merely byacquiring shares or instruments representing shares, in all cases representing the capital stock ofthe Company.(5) Notwithstanding the above, regardless of the percentage held by the correspondingshareholder or the holder of the corresponding securities or instruments, the aforementionedapproval shall not be required if the acquisition, sale or transfer of shares or instrumentsreferred to or representing shares, in all cases representing the capital stock of the Company, ismade through inheritance or transfer by and among Affiliates or as a distribution to equity holdersof any shareholder or CPO holder. “Affiliate” of any person means any other personcontrolling, controlled by or under common control with such particular person, and “control” meansthe possession, directly or indirectly, of the power to direct the management, policies, assets orownership of a person, whether through the ownership of voting securities, contract or otherwise.(6) To respond to any request of authorization for the acquisition of shares, CPOs, or anyother security or instrument referred to, regarding the performance or execution of any type ofcontract and agreement that require such authorization, the Board of Directors may request theprevious opinion of the Committee of Corporate and Governance Duties, if so deemed convenient.(7) The Board of Directors may without any responsibility, submit to the shareholders meetingthe request for authorization, if so deemed convenient.(8) The authorizations granted by the Board of Directors in accordance with this clause, shallnot have effect if the information previously delivered, was untruth incomplete, incorrect or wasin any other manner affected.(9) The authorizations referred to in this clause, (i) shall empower the recipient to acquireSeries A Shares, CPOs, or any other security or instrument to enter into any type of contract oragreement that require such authorization with respect to those shares, in the maximum number orpercentage set forth in the authorization, and (ii) may determine a specific term for the validityof the authorization. The authorizations may not be transferred unless they specify the contrary.
 
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Translation for information purposes only(10) If the requirements established in this item (a) (i) of this Clause are not fulfilled,the alleged holders or shareholders may not exercise the rights inherent to the Series A shares,CPOs or instruments in respect of which they shall have intended to acquire title (includingeconomic rights), such shares or instruments shall not be taken into account when determining theattendance and voting quorums required in order to approve any resolution at Shareholders Meetingsof the Company, the Company shall not register such alleged shareholders or holders in the StockLedger of the Company, and any registration made through a securities deposit institution inaccordance with applicable laws shall have no effects whatsoever. Any person that acquires sharesor other instruments in violation of the provisions of this item (a) (i) must sell the shares orinstruments to an interested third party approved and designated by the Board of Directors as andwhen directed by the Board, regardless of whether such sale is at a loss or whether the offendingholder or holders is desirous of such sale.(ii) Without prejudice to the provisions of item (i) above, any person or entity, group ofpersons or entities, shareholder or group of shareholders, that intends to directly or indirectlyacquire, through any legal means, in one or more transactions, whether consecutive or not, Series Ashares, CPOs, instruments referred to or representing shares, instruments convertible into orexchangeable for shares, in all cases representing the capital stock of the Company, by apercentage equal to or higher than thirty percent (30%) of the issued and outstanding capital stockof the Company, on or outside a stock exchange, must make such acquisition through a publicoffering in accordance with Articles 95, 96, 97, 98 and other applicable provisions of theSecurities Market Law and regulations issued in connection therewith.(b) Acquisition of Shares by the Company.(i) The Company may acquire shares representing its own capital stock, without being subjectto the prohibition established in the first paragraph of Article 134 (one hundred thirty four) ofthe General Law of Business Corporations, provided that the acquisition of the shares is made inconformity with Article 56 (fifty six) and other applicable provisions of the Securities MarketLaw, and any other administrative regulations issued in connection therewith.(ii) The General Ordinary Shareholders meeting shall expressly approve, for each fiscal year,the maximum amount to be utilized for acquiring shares of the Company, provided that in no caseshall the funds utilized for such purpose exceed the total balance of the net profits of theCompany, including profits not yet allocated.(iii) As long as the shares remain the property of the Company, they shall not be voted orrepresented at the General Shareholders Meetings; and no economic or corporate rights whatsoevershall be exercised.(iv) The shares of the Company or, as applicable, the unsubscribed shares kept at the treasuryof the Company, may be traded among public investors, without being necessary to obtain aresolution of the General Shareholders Meeting or the Board of Directors with respect to thecorresponding increase of the capital stock, in which case the preemptive right established inthese Bylaws shall not apply.(v) In no event may the acquisitions and trading transactions exceed the percentagesestablished in Article 54 (fifty four) of the Securities Market Law, violate the requirementsestablished for the maintenance of the registration in the securities list of the stock exchange onwhich the trading is made, or exceed the limits established in item (b) (ii) of Clause Five ofthese Bylaws.
 
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Translation for information purposes only(vi) The purchase and trading of shares referred to in this clause, the reports thereon to besubmitted to the General Ordinary Shareholders Meeting, the disclosure standards for the financialinformation, and the manner and terms in which these transactions are disclosed to the Commission,to the corresponding stock exchange and to public investors, shall be subject to the generalregulations issued by the Commission.**Nine.- Limited Voting Shares.**In accordance with Article 54 (fifty four) of the Securities Market Law, the generalshareholders meeting may approve the issuance of limited voting shares, or non-voting shares, up tothe maximum extent permitted under the Securities Market Law, Foreign Investment Law; and any otherapplicable laws and regulations.**Ten.- Share Certificates.**(a) The shares shall be represented by share certificates that must fulfill the requirementsestablished in Article 125 (one hundred twenty five) of the General Law of Business Corporationsand identify the series thereof. Share certificates may cover one or more shares, shall be numberedprogressively and must bear the signature of two (2) members of the Board of Directors (one ofwhich must be an independent director), whether in original or facsimile, in which case theoriginal bearing the original signature shall be kept at the Public Registry of Commerce.(b) If any share certificates are stolen, destroyed or lost, the owner thereof may request theissuance of a new share certificate, subject to the provisions of the Credit Transactions andNegotiable Instruments Act. Any expenses arising out of the issuance of the new share certificateshall be borne by the interested party.(c) Share certificates shall contain a summary of the applicable provisions of these Bylaws.(d) Shares may be covered by one or more global share certificates kept in deposit at asecurities deposit institution that holds a concession in accordance with the Securities MarketLaw. Concerning either share certificates deposited at a securities deposit institution orsecurities deposit institutions that receive directly from the Company securities arising from theexercise of economic rights on behalf of the depositors thereof, the Company may, with the priorapproval of the securities deposit institution, deliver to it multiple share certificates or onesingle share certificate covering the shares subject matter of the issue and the deposit, in whichcase the institution shall make the necessary entries to determine the rights of the respectivedepositors. In such case, the share certificates representing the same shall be issued with therequirement that the same are deposited at the respective securities deposit institution, withoutbeing necessary to mention the name, address or nationality of the holder in the document.**Eleven.- Stock Ledger.**(a) The Company shall keep a Stock Ledger in accordance with Article 128 (one hundred twentyeight) of the General Law of Business Corporations, whether directly or in accordance with Article290 (two hundred ninety) and other applicable provisions of the Securities Market Law, which StockLedger may be the responsibility of the Secretary of the Board of Directors of the Company, asecurities deposit institution or a credit institution.
 
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Translation for information purposes only(b) The Company shall recognize, as legitimate holder of the shares, to such personsregistered as such in the ledger referred to in the preceding paragraph. Upon request of any holderof shares or equity securities or of any party in interestand after making the correspondingverifications, the Company shall register in the aforementioned Stock Ledger any transfers andconversions of shares made, all in accordance with Clause Five of these Bylaws. The ledger shallremain closed from the day immediately preceding the date on which a Shareholders Meeting is to beheld to the day following such meeting date. During such period no registration whatsoever shall bemade therein.**Twelve.- Cancellation of Registration with the National Securities Registry.**In case of a cancellation of the registration of the shares representing the capital of theCompany, or of certificates representing thereof, in the National Securities Registry, whether uponrequest of the Company (with a prior resolution of the General Extraordinary Shareholders Meetingadopted by the affirmative vote of the holders of shares or certificates representing thereof,whether voting shares, limited voting shares or non-voting shares, that represent ninety fivepercent (95%) of the capital stock of the Company), or in conformity with an order of theCommission, the Company shall make, prior to such cancellation, a public offer to purchase, withina 180-day period from the request of the Company or the order of the Commission, as applicable, inaccordance with Articles 96, 97, 98 (Paragraphs I and II), 101 (first paragraph) and 108 of theSecurities Market Law, addressed exclusively to the shareholders that do not form part of thecontrol group of the Company.The shareholders that do form part of the control group (as defined in the Securities MarketLaw) shall be liable to the Company, for the fulfillment of this Clause regarding a cancellationorder of the Commission.In order to meet the requirements set forth in Article 108 (one hundred eight) of theSecurities Market Law, the Board of Directors of the Company shall prepare and disclose to publicinvestors, within a ten (10)-business-day period from the start of the public offer to purchase,after hearing the Corporate Governance Committee, an opinion on the purchase price of the publicoffering and the conflicts of interest that each of the members of the Board of Directors may havein respect of the offering, if any. Such opinion shall be accompanied with another opinion of anindependent expert. The members of the Board of Directors and the Chief Executive Officer of theCompany shall further disclose to the public investors, in addition to the aforementioned opinion,the decision to be made by them in connection with the shares or securities referring to sharesowned by them.**CHAPTER THREE.- MANAGEMENT AND SURVEILLANCE OF THE COMPANY****SECTION ONE — BOARD OF DIRECTORS****Thirteen.- Composition of the Board of Directors.**(a) The management of the Company shall be the responsibility of the Board of Directors and aChief Executive Officer, within the scope of their respective duties.
 
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Translation for information purposes only(b) The Board of Directors shall be comprised of no less than five (5) and not more thantwenty one (21) directors, provided that: (i) no less than twenty five percent (25%) of suchdirectors shall be independent directors, as defined in the SecuritiesMarket Law and the Mexican and foreign securities regulations that the Company must complywith, (ii) a majority of the directors must be Mexican citizens, and (iii) the Chairman of theBoard of Directors must be a Mexican citizen. The right to qualify the independence of itsdirectors resides in the General Shareholders’ Meeting in its sole discretion. Notwithstanding theforegoing, when there are factors that prove the lack of independence, the Commission, withinthirty (30) business days from notice of the Company of the appointment of the independencedirectors, may challenge the independence qualification made by the General Shareholders’ Meeting,granting the Company and the director whose independence it is challenging the right to a priorhearing.(c) The General Ordinary Shareholders Meeting or the Board of Directors shall be entitled todesignate the Chairman of the Board of Directors from among the members thereof. The Vice-Chairmanof the Board of Directors, if any, shall act in the temporary absence of the Chairman thereof[,subject to the modalities it deem adequate for the better performance of the Board of Directors.(d) The Board of Directors shall hold a meeting upon resignation or permanent absence of theChairman. The meeting shall be convened and chaired by the director that acts in the temporaryabsence of the Chairman, so that a new Chairman of the Board of Directors may be designated fromamong the members thereof.(e) The Secretary of the Board of Directors and the assistant secretary shall be designated bythe Board of Directors. Members of the Board are not eligible for the position of Secretary orassistant secretary.(f) The Company shall pay the reasonable, documented out-of-pocket expenses (includingreasonable travel and lodging) incurred by each member (and each alternate member) of the Board inconnection with attending each meeting of the Board, or any Committee attended by such member (andalternate) and other expenses reasonably incurred in connection with the discharge of such members’duties as a member of the Board or any Committee.**Fourteen.- Appointment of Directors.**(a) The members of the Board of Directors shall be appointed or ratified, as the case may be,at the General Ordinary Shareholders Meeting held in order to approve the report referred to inArticle 172 of the General Law of Business Corporations.(b) The members of the Board of Directors shall hold office during the period for which theywere designated, except for the following events: (i) if the director dies or becomes incapable,(ii) if the director resigns, (iii) if an impediment occurs in accordance with applicable laws, or(iv) if a resolution removing such director is adopted by the affirmative vote of fifty one percent(51%) of the outstanding shares gathered at a General Ordinary Shareholders Meeting, provided,however, that the minority rights set forth in Clause Fifteen of this Bylaws shall be respected.(c) The directors shall continue holding office for a period of up to thirty (30) calendardays, after expiration of the period for which they were designated or upon resignation, if nosubstitute is designated or if the designated substitute fails to assume office, without beingsubject to Article 154 of the General Law of Business Corporations.
 
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Translation for information purposes only(d) In any of the events referred to in paragraphs (i) to (iii) of item (b) above, the officeof the director shall be held by an individual designated by the Board of Directorsas interim director until a General Ordinary Shareholders Meeting is convened to ratify theinterim director or designate the new director to hold such office until the expiration of the termof office of such director.(e) If the interim director is subject to any of the events referred to in paragraphs (i) to(iii) of item (b) above, the Board of Directors shall designate a substitute interim director, whoshall hold office until the next General Ordinary Shareholders Meeting is convened in order toratify or designate the new director who shall hold office until expiration of the term of officeof the director that no longer forms part of the Board of Directors.(f) The General Ordinary Shareholders Meeting shall ensure that any designation of the membersof the Board of Directors upon the terms of this clause does not prevent any shareholder or groupof shareholder from exercising the right referred to in Clause Fifteen of these Bylaws. In anycase, the designation and removal of the minority directors shall not be subject to the rulesestablished in item (b) of this clause in respect of the rest of the directors.(g) The provisions of Articles 24 and 26 of the Securities Market Law must be at all timescomplied with in designating the directors.**Fifteen.- Minority Rights for Designating Directors.**(a) At any General Ordinary Shareholders Meeting convened in order to discuss the designationof directors, the minority shareholders that hold voting shares, including limited voting rights,representing no less than ten percent (10%) of the capital stock in one or more series or classesof shares shall be entitled to designate one director. Any shareholders that exercise this rightmay not participate in the designation of the remaining directors. Notwithstanding the foregoing,as long as no Regulatory Amendments is enacted, the foreign holders of CPOs may only exercise thisright through the Trustee and upon the terms set forth in the Neutral Investment Trust, providedthat a majority of the directors of the Company shall have been designated by Mexican nationals.(b) Designations of directors made by minority shareholders may not be revoked other than bythe minority shareholder that so designated, unless the designations of the rest of the directorsare also revoked. In such case, the directors being substituted may not be designated directorswithin a twelve (12) month period from the date on which the revocation occurs.**Sixteen.- Meetings of the Board of Directors; Quorum and Voting Procedures.**(a) The Board of Directors shall hold meetings at least four (4) times each year. A meeting ofthe Board of Directors shall be valid if a majority of its members are present thereat, andresolutions shall be valid if adopted by an affirmative vote of the majority, provided, however,that each member or its respective alternate shall only have 1 (one) vote.(b) In case of a tie, the Chairman of the Board of Directors shall have a tie-breaking vote.
 
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Translation for information purposes only**Seventeen.- Meetings of the Board of Directors; Notice and Place of Meeting.**(a) The meetings of the Board of Directors may be convened by the Chairman of the Board ofDirectors, twenty five percent (25%) of the directors, or the Chairman of the committees thatperform the corporate governance or audit duties of the Company.(b) Meetings shall be held in Mexico City, or any other place, as determined by the Board ofDirectors. The notice of meeting shall be sent to the attendants thereto, no less than five (5)calendar days before the date of the meeting, without prejudice to the right of the Board ofDirectors to establish an annual schedule of ordinary meetings, in which case no notice of meetingshall be required. The Agenda shall be enclosed to the notice of meeting; and in case that nonotice of meeting is required or released, the Agenda shall be timely circulated.**Eighteen.- Chairman and Secretary of the Meetings of the Board of Directors.**(a) The meetings of the Board of Directors shall be chaired by the Chairman thereof, and, inhis absence, by the director designated by the Board.(b) The Secretary of the Board of Directors shall act as Secretary at the meeting. If theSecretary is absent, the alternate secretary shall act as Secretary. In the absence of both ofthem, the Directors present at the meeting shall designate the Secretary of the meeting.**Nineteen.- Minutes of the Board of Directors Meetings.**Minutes shall be prepared in respect of each meeting of the Board of Directors by thesecretary thereof, setting forth the matters discussed and the resolutions adopted thereat. Suchminutes shall be contained in the respective minute book and signed by the chairman and thesecretary of the meeting.**Twenty.- Board of Directors Resolutions without a Meeting.**(a) The Board of Directors may adopt unanimous resolutions without holding a meeting.(b) The affirmative vote of the directors may be expressed verbally to the chairman or themembers assisting him. Any director casting a vote verbally shall confirm the same in writing.(c) The written confirmation shall be sent to the chairman and the secretary through any meansthat ensure the reception thereof.(d) Resolutions adopted in accordance with this clause shall be transcribed in the respectiveminute book, and these minutes shall be authorized by the chairman and secretary who shall sign thesame, and enclose the documents evidencing the resolutions adopted.
 
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Translation for information purposes only**Twenty One.- Powers AND DUTIES of the Board of Directors.**The Board of Directors shall be in charge of outlining the general business strategy of theCompany and any legal entities controlled by it, supervising the business activities and theperformance of the Chief Executive Officer and the Relevant Officers, for which purpose it shallhave all powers and duties not reserved to any other body in accordance with applicable laws, whichshall include but not be limited to, the power and duty to (each of the following actions needs tobe resolved by the Board of Directors):(a) Supervise the operation of and actions taken in respect of the corporate purpose of theCompany or that directly or indirectly result from the same, and the legal entities controlled byit, taking into account the relevance of the latter in the financial, administrative and legalcondition of the Company, through the corporate governance and audit committees, within the scopethereof;(b) Supervise the performance of the Chief Executive Officer and other Relevant Officers,through the corporate governance and audit committees, within the scope of their duties;(c) Approve, with the prior opinion of the respective competent committee: (i) The policies and guidelines for the use and enjoyment of the assets of theCompany and the legal entities controlled by it, by the related parties, as defined inthe Securities Market Law. (ii) Each individual transaction with related parties that the Company or thelegal entities controlled by it intend to carry out. No approval of the Board ofDirectors shall be required in carrying out the following transactions, if inconformity with the policies and guidelines established by the Board of Directors:(A) Transactions that are not material to the Company or the legal entitiescontrolled by it, based on the amount thereof;(B) Transactions carried out by the Company and the legal entities controlled byit, or in which it has a material influence, or among any of them, provided thatthe same are carried out in the ordinary course of business and on an arms- lengthbasis, or backed-up by valuations made by specialist third-party agents; and(C) Transactions carried out with employees, provided that they are subject to thesame conditions applicable to any customer or client or as a result of generallabor practices. (iii) Transactions carried out simultaneously or subsequently by the Company orthe legal entities controlled by it within the same fiscal year that may be consideredas one and the same transaction, based on the characteristics thereof, if they areunusual or their amount represent, based on the figures corresponding to the closingof the immediately preceding fiscal year, in any of the following events:(A) The acquisition or sale of assets with a value equal to or higher than fivepercent (5%) of the consolidated assets of the Company; and(B) The granting of guarantees or securities or the assumption of liabilities in anamount equal to or higher than two percent (2%) of the consolidated assets of theCompany. Investments in debt securities or banking instruments are excluded,provided that they are made in conformity with the policies approved by the Boardin that regard. (iv) Designation and, as the case may be, removal of the Chief Executive Officerof the Company, his integral compensation, and the policies for designating andcompensating other Relevant Officers. The Chief Executive Officer may be ashareholder, director or member of the management bodies of the Company or a personnot related thereto. TheChief Executive Officer shall have the duties and powers established in applicablelaws, these Bylaws ad those granted to it upon his designation.
 
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Translation for information purposes only (v) The policies for the granting of credits or loans, or any type of financingand guarantees or securities to related parties. (vi) Waivers for the directors, Relevant Officer or head officers to enable themto take advantage of business opportunities in favor of them or third parties, thatcorrespond to the Company or the legal entities controlled by the Company or in whichthe Company has a significant influence. Waivers for transactions in amounts lowerthan the amount referred to in paragraph (iii) above may be delegated to the committeein charge of the corporate governance duties. (vii) Guidelines regulating internal controls and audits of the Company and thelegal entities controlled by it. (viii) Accounting policies of the Company, meeting the accounting principles recognized orissued by competent stock exchange authorities by means of general regulations.  (ix) The financial statements of the Company. (x) The engagement of the legal entity designated by the audit committee toprovide outside audit services and, as applicable, additional or ancillary servicesrelated thereto. (xi) Approve the terms and conditions for the public offering and the selling of shares held in the treasury of the Company as provided for in Article 53 (fifty three)of the Securities Market Law. (xii) Appoint the person or persons authorized to repurchase or reissue theCompany shares as approve by the Shareholders’ Meeting in accordance with Article 56(fifty six) of the Securities Market Law, as well as to approve the terms andconditions of such repurchases and reissuances under the limits set forth by theSecurities Market Law and the Shareholders’ Meeting, and inform the Shareholders’Meeting of the result in each fiscal year of the exercise of such authority.  (xiii) Appoint provisional directors in accordance with the Securities Market Law. (xiv) Approve the terms and conditions of any court approved agreement under whichany derivative suit against any director for breach of duty of care or duty of loyaltymay be settled.(d) Submit to the General Shareholders Meeting held in connection with the closing of thefiscal year: (i) Reports prepared by the chairmen of the committees in charge of corporategovernance or audit duties, in connection with the performance of their duties. (ii) The report prepared by the Chief Executive Officer in accordance with item(k) of Clause Twenty Eight of these Bylaws, enclosing the report prepared by outsideauditor.
 
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Translation for information purposes only (iii) The opinion of the Board of Directors on the content of the report preparedby the Chief Executive Officer. (iv) The report referred to in Article 172 (one hundred seventy two) of theGeneral Law of Business Corporations, setting forth the main accounting andinformation policies and criteria followed in preparing the financial information. (v) A report on the operations and activities in which it participated inaccordance with the Securities Market Law.(e) Consider the main risks to which the Company and the legal entities controlled by it, asidentified by the committees, the Chief Executive Officer and the outside auditor, as well as thoserisks that may affect the accounting systems, inside and outside audits, records, files orinformation of the Company and its subsidiaries through the committee in charge of performing theaudit duties.(f) Approve the information and communication policies with the shareholders and the market,as well as with the directors and Relevant Officers, in order to comply with the provisions of theSecurities Market Law.(g) Determine the corresponding actions in order to remedy any irregularities learned by itand implement the respective corrective actions.(h) Establish the terms and conditions to which the Chief Executive Officer shall be subjectin exercising powers of attorney for acts of dominium.(i) Instruct the Chief Executive Officer to disclose to the public relevant events learned byit.(j) Make decisions, upon receiving a proposal from the Chairman of the Board of Directors orthe Chief Executive Officer, as to any matters related to the acquisition or sale by the Company ofshares, bonds or securities, or its participation in other companies or partnerships, and theacquisition, construction or sale of real assets.(k) Make decisions as to policies and guidelines for acquiring and trading Company-ownedshares.(l) Create any special committees it deems necessary or advisable in order to conduct theactivities of the Company, including an executive committee and the committees that shall performthe audit and corporate governance duties, in accordance with the Securities Market Law and electtheir members. Such committees may be comprised of directors, independent directors or officers ofthe Company, except for the committees that shall perform the audit and corporate governanceduties, which shall be comprised of independent directors only. The designation of the members ofsuch committees shall be made upon receiving a proposal from the Chairman of the Board ofDirectors.(m) Approve the designation of the inside auditor, upon receiving a proposal from the Chairmanof the Board of Directors.(n) Approve, on an annual basis, the operating expenses of the special committees, as well theinternal regulations of each of the committees from time to time.
 
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Translation for information purposes only(o) Approve the payment of bonuses granted under the stock plans assigned to officers andemployees of the Company and the legal entities controlled by it, out of the results thereof andthe Company, in accordance with the rules approved by the General Shareholders Meeting and theproceedings established by the Board of Directors itself.(p) Execute the resolutions adopted by the Shareholders’ Meetings, delegating the powers thatmay be delegated in accordance with applicable laws to the committees that the Board of Directorsdetermines, or to any of the directors, the Chairman of the Board of Directors, the Chief ExecutiveOfficer, and the attorneys-in-fact designated for such purpose, upon the terms and subject to theconditions established by the Board of Directors itself.(q) Perform any other duties established in the Securities Market Law, the Bylaws orresolutions adopted by the Shareholders Meeting; and(r) Approve or decline any acquisition by any individual or entity, or group of individuals orentities, shareholder or group of shareholders, that intends to directly or indirectly acquire,through any means and in one or more transactions, whether consecutive or not, an interest in thecapital stock of the Company equal to or higher than **[**twenty percent (20%)**]**of the total capitalstock issued by the Company, and establish the criteria and policies to be applied in connectionwith such approval or declination of the Board of Directors, which in any case shall be issuedwithin a ninety(90)-calendar-day period from the date on which the Board of Directors receives,through its Chairman, the request duly prepared.**Twenty Two.- Additional Powers of the Board of Directors; Responsibility of the Directorsand Safe-Harbor.**In addition to the provisions of the preceding clause, the Board of Directors shall beentitled to instruct the Chief Executive Officer to grant or revoke any kind of general, specialand/or limited powers of attorney, in the name of the Company, to one or more of the members of theBoard of Directors, employees and/or officers of the Company and/or its subsidiaries, and, ingeneral, to third-party legal entities and individuals, it being possible to include the power andauthority to delegate and/or substitute the powers and authorities being granted under such powersof attorney.**1. ****Duty of Care****.**The directors shall in all cases discharge their capacity inaccordance with their duty of care obligations as stipulated by Articles 30 (thirty) and subsequentof the Securities Market Law.For such purposes, the director shall have the right to request, at any time and on the termsthey see fit, information directly from the officers of the Company or any other company controlledby the Company.In accordance with the Securities Market Law and the general regulations issued by theCommission, the breach by the directors of their duty of care, when the offending director hasacted with willful misconduct, bad faith, gross negligence or against the law, shall make suchdirector jointly and severally responsible with any other offending directors, for any damages andlosses incurred by the Company, that shall be limited to direct losses and damages and notconsequential or punitive damages caused to the Company.**2. ****Duty of Loyalty****.**The directors shall in all cases discharge their capacity inaccordance with their duty of loyalty obligations as stipulated by Articles 34 (thirty four) andsubsequent of the Securities Market Law.
 
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Translation for information purposes onlyThe directors and the secretary of the board, whenever having a conflict of interest, shallrefrain from participating in any such matters and shall not be present in the deliberation orvoting of such matter, without such absence affecting the quorum required for the validity of theboard meeting.The offending directors shall be jointly and severally liable with the offending directorspreviously in office for any existing wrongdoings if, reasonably promptly upon learning of suchwrongdoings, such directors do not communicate them to the Audit Committee and the auditor of theCompany. Additionally, the directors shall inform the Audit Committee and the auditor of theCompany of any wrongdoings they know related to the Company or with the entities under control ofthe Company or with the entities that the Company may have significant influence that may ariseduring the discharge of their duties.Under the Securities Market Law, specifically Articles 34 (thirty four) to 37 (thirty seven)of such law, as well as under the general regulations issued by the Commission, the breach by anydirector or the Secretary of the board of their duty of loyalty, shall make such director orSecretary of the board, jointly and severally liable, with the other offending directors or withthe offending Secretary of the board, for any damages and losses caused to the Company, and in allcases such offending directors or Secretary of the board shall be removed from their duties.**3. ****Claims for the breach of care and the duty of loyalty****.**Any responsibilityresulting from the breach of the duty of care or the duty of loyalty shall be solely for thebenefit of the Company or for the entity controlling the Company, and may be brought by the Companyor by any shareholders or group of shareholders representing at least five percent (5%) of anyoutstanding shares of the Company. The party that brought the claim may only settle the amount ofthe indemnity of the damages and losses of such claim if the Board of Directors has previouslyapproved the corresponding court approved agreement.**4. ****Safe-habor rules****.**The directors shall not be liable for the liabilities specifiedabove for the damages and losses incurred by the Company or to the entities controlled by theCompany or the entities in which the Company has significant control when the correspondingdirector acted in good faith and the safe-harbor exceptions referred to in Article 40 (forty) ofthe Securities Market Law are applicable to the case.**Twenty Three.- Powers and Duties of the Chairman of the Board of Directors.**The Chairman of the Board of Directors shall be empowered to:(a) Represent the Board of Directors before any kind of persons and authorities.(b) Propose to the Board of Directors the strategies for conducting the business activities ofthe Company and the legal entities controlled by it, as well as any actions necessary to accomplishtheir corporate purpose.(c) Verify that the Board of Directors holds meetings at least each quarter, being furtherempowered to convene Board of Directors meetings, in which he shall have a tie-breaking vote.(d) Propose to the Board of Directors, for approval purposes, the designation of interimdirectors in accordance with Article 24 of the Securities Market Law.
 
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Translation for information purposes only(e) Propose to the Board of Directors, for approval purposes, the designation of independentdirectors to form part of the committees in charge of performing audit and corporate governanceduties, and any other committees established by the Board of Directors.(f) Propose to the Board of Directors, for approval by the General Shareholders Meetings, thepersons that shall act as chairmen of the committees that shall perform audit and corporategovernance duties, as well as propose candidates for the position of internal auditor.(g) Propose to the Board of Directors the creation of special committees, the integrationthereof and the persons that shall chair the same.(h) Convene Board of Directors and Shareholders Meetings and propose any Agenda items for suchmeetings as he shall deem appropriate.(i) Propose to the Board of Directors, for its approval, the designation and removal of theChief Executive Officer.(j) Propose to the Board of Directors, for approval by the General Shareholders Meeting, basedon the information prepared by the respective committee, if any, the compensation for the membersof the Board of Directors.(k) Propose to the Board of Directors, for its approval, and coordinate, the selection schemefor the successors of the Chairman of the Board of Directors and the Chief Executive Officer.(l) Perform any other duties and obligations established in applicable laws or these Bylaws,or delegated to him by the Board of Directors or the Shareholders Meetings.**Twenty Four.- Powers and Duties of the Secretary of the Board of Directors.**The Secretary of the Board of Directors, or the assistant secretary, shall be empowered to:(a) Act as Secretary at the meetings of the Board of Directors and the General or SpecialShareholders Meetings.(b) Keep the corporate books established in applicable laws, and any other books that must bekept in accordance with these Bylaws that are not the responsibility of other officer or employeeof the Company or other entity.(c) Notarize before a notary public the minutes of the Board of Directors and Shareholdersmeetings, as ordered by these bodies of the Company, or in accordance with applicable laws; issuecertifications, copies, certificates, and excerpts of the minutes of the Board of Directors andShareholders meetings, as well as of any entries made in the books kept by him, authorizing thesame with his signature.(d) Convene Board of Directors and Shareholders meetings, inserting in the Agenda any items hedeems advisable.(e) Perform any other duties and obligations established in applicable laws or these Bylaws,or delegated to him by the Board of Directors or the Shareholders Meetings.
 
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Translation for information purposes only**Twenty Five.- Indemnity for Directors.****1. ****Exculpation****.**No members of the Board, or of any Committee of the Company (includingalternate members), and none of the Company’s officers (collectively, “Covered Persons”)shall be liable to any shareholder or the Company for (a) any action taken or failure to act insuch capacity in good faith with respect to the Company which is not a violation of the materialprovisions of these Bylaws and which is not grossly negligent or willfully malfeasant or knowinglyin violation of the Securities Market Law, (b) if applicable, any action or inaction that is basedupon the opinion or advice as to legal matters of legal counsel or as to accounting matters ofaccountants selected by any of them with reasonable care, the competence of which is not thesubject of a reasonable doubt or, (c) any action or omission that was, to the best knowledge of theCovered Persons, the most adequate choice or where the adverse effects of such action or omissionwere not foreseeable, in each case based upon the information available at the time of thedecision. To the extent a Covered Person is found to have acted in bad faith, with grossnegligence or with willful malfeasance in connection with any action taken or failure to act ingood faith with respect to the Company which is not a violation of the material provisions of theseBylaws, such Covered Person may be liable for damages and losses arising under the applicable law.**2. ****Indemnification Right****.**Each person who was or is made a party or is threatened tobe made a party to or is involved in any action, suit or proceeding, whether civil, criminal,administrative, or investigative (hereinafter a “proceeding”), by reason of the fact that he orshe, or a person of whom he or she is the legal representative, is or was a director, a member of acommittee or officer, of the Company or any Covered Person who is or was serving at the request ofthe Company as a director, or officer, employee, fiduciary, or agent of another corporation or of apartnership, joint venture, trust or other enterprise (collectively, an “IndemnifiedPerson”), shall be indemnified and held harmless by the Company to the fullest extent permittedby Mexican law, as the same exists or may hereinafter be amended (but, in the case of any suchamendment, only to the extent that such amendment permits the Company to provide broaderindemnification rights than said law permitted the Company to provide prior to such amendment)against any expense, liability or loss (including attorneys’ fees actually and reasonably incurredby such Indemnified Person in connection with such proceeding) and such indemnification shall inureto the benefit of such Indemnified Person’s heirs, executors and administrators; provided,however, that except as provided in Section Three of this Clause Twenty Five below, theCompany shall indemnify any Indemnified Person seeking indemnification in connection with aproceeding initiated by such Indemnified Person only if such proceeding was authorized by theBoard. The right to indemnification conferred in these Bylaws shall be a contract right and,subject to Sections Three and Six of this Clause Twenty Five below, shall include the right to bepaid by the Company such person’s expenses incurred in defending any such proceeding in advance ofits final disposition. The Company may, by action of the Board, provide indemnification toemployees and agents of the Company with the same scope and effect as the foregoing indemnificationof directors and officers.
 
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Translation for information purposes only**3. ****Procedures****.**Any indemnification under Section Two of this Clause Twenty Five of anIndemnified Person who is a director, member of a Committee or officer of the Company and theadvance payment of expenses under Section Six of this Clause Twenty Five of such Indemnified Personshall be made promptly, and in any event within 30 (thirty) days, upon the written request of thean Indemnified Person. If a determination by the Company that an Indemnified Person is entitled toindemnification pursuant to this Clause Twenty Five is required, and the Company fails torespond within 60 (sixty) days to a written request for indemnity, the Company shall be deemed tohave approved the request. If the Company denies a written request for indemnification oradvancing of expenses, in whole or in a part, or if payment in full pursuant to such request is notmade within 60 (sixty) days, the right to indemnification or advances as granted by this Chaptershall be enforceable by such Indemnified Person in any court of competent jurisdiction. The costand expenses of an Indemnified Person who is a director, member of a Committee, or officer of theCompany, incurred in connection with successfully establishing such Indemnified Person’s right toindemnification (in whole or in part) in any such action shall also be indemnified by the Company.It shall be a defense to any such action (other than an action brought to enforce a claim forexpenses incurred in defending any proceeding in advance or its final disposition where therequired undertaking, if any, has been entered to the Company) that the claimant has not met thestandards of conduct which make it permissible under these Bylaws or applicable law for the Companyto indemnify such claimant for the amount claimed, but the burden of such a defense shall be on theCompany. The failure of the Company (including its Board, independent legal counsel, orshareholders) to determine, prior to the commencement of an action, whether or not a claimant hasmet the applicable standard of conduct set forth in these Bylaws and applicable law required forindemnification hereunder shall not create any presumption that the claimant has met the applicablestandard of conduct.**4. ****Non-Exclusive Right****.**The rights to indemnification and the payment of expensesincurred in defending a proceeding in advance of its final disposition conferred in this Chaptershall not be exclusive of any other right which any Indemnified Person may have or hereafteracquire under any statute, provision of the certificate of incorporation, by-law, agreement, voteof shareholders or disinterested directors or otherwise.**5. ****Insurance****.**The Company may purchase and maintain insurance on its own behalf and onbehalf of any individual who is or was a director, member of a Committee, officer, employee,fiduciary, or agent of the Company or was serving at the request of the Company as a director,member of a committee, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise against any liability asserted against him or her and incurredby him or her in any such capacity, whether or not the Company would have the power to indemnifysuch Person against such liability under this Chapter.**6. ****Advancement of Expenses****.**Unless otherwise determined by the Board of Directors,expenses incurred by any Indemnified Person who is a director, member of a Committee or officer ofthe Company in defending a proceeding shall be paid by the Company in advance of such proceeding’sfinal disposition subject to the receipt by the Company of an undertaking, in form and substancesatisfactory to the Board, by or on behalf of such Indemnified Person seeking payment of expensesto repay such amount if it shall ultimately be determined that such Indemnified Person is notentitled to be indemnified by the Company. Such expenses incurred by other employees and agents ofthe Company may also be paid in advance of a proceeding’s final disposition, subject to any termsand conditions on such payment as the Board deems appropriate.
 
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Translation for information purposes only**7. ****Indemnification of Others****.**Persons which are not covered by the foregoingprovisions of this Chapter and which are or were employees or agents of the Company, or which areor were serving at the request of the Company as employees oragents of another corporation, partnership, joint venture, trust or other enterprise, may alsobe indemnified to the extent authorized at any time or from time to time by the Board.**8. ****Contractual Right****.**The provisions of these Bylaws shall be deemed to be a contractright between the Company and each director or officer who serves in any such capacity at any timewhile this Clause Twenty Five and the relevant provisions of Mexican law or other applicable laware in effect, and any repeal or modification of this Clause Twenty Five or any such law shall notaffect any indemnification rights or obligations then existing with respect to any then existingstate of facts or proceeding.**9. ****Successors****.**For purposes of the indemnification rights set forth in this Chapter,references to the “Company” shall include, in addition to any surviving corporation in a merger orconsolidation, any successors in interest to the Company, so that any person who would be entitledto indemnification by the Company pursuant to these Bylaws shall continue to be entitled toindemnification pursuant to these Bylaws with respect to such surviving corporation or successor ininterest as such person would have with respect to the Company if its separate existence hadcontinued.**10. ****Compliance with Certain Laws****.**The Company shall, and shall cause each of itssubsidiaries to, comply at all times with the U.S. Foreign Corrupt Practices Act, as amended, andthe rules and regulations promulgated thereunder.**Twenty Sixth.- Fidelity Bonds for Directors, Chief Executive Officer and RelevantOfficers.**(a) Unless otherwise required by the General Ordinary Shareholders Meeting in charge ofdiscussing their designation, the directors, Chief Executive Officer and Relevant Officers shallnot need to post a fidelity bond in connection with the performance of their duties in the Company.(b) If the General Ordinary Shareholders Meeting adopts a resolution ordering the obtaining ofa fidelity bond in respect of one or more positions, it shall further establish the amount andconditions thereof. The determination made by the meeting shall be the same for each type ofposition.**SECTION TWO — CHIEF EXECUTIVE OFFICER****Twenty Seven.- Designation and Powers of the Chief Executive Officer.**(a) The conduction and execution of the business of the Company and the legal entitiescontrolled by it shall be the responsibility of the Chief Executive Officer, subject to thepolicies and guidelines established in the general business plan of the Company approved by theBoard of Directors. Designation of the Chief Executive Officer may be made in favor of any officerof the Company or of any other person.(b) The Chief Executive Officer shall hold office indefinitely until his designation isrevoked by the Board of Directors.
 
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Translation for information purposes only**Twenty Eight.- Powers and Duties of the Chief Executive Officer.**The Chief Executive Officer, in performing its obligations and duties, shall have the powersand authority established in these Bylaws and applicable laws and regulations, including withoutlimitation, powers to:(a) Submit to the Board of Directors, for approval purposes, the business strategy of theCompany and the legal entities controlled by it, based on the information provided to him by thelatter.(b) Execute the resolutions adopted by the Shareholders and Board of Directors Meetings, inaccordance with the instructions given by the Shareholders or Board of Directors Meeting.(c) Propose to the committee in charge of performing audit duties, the guidelines for theinternal control and audit system of the Company and the legal entities controlled by it, andexecute any guidelines approved by the Board of Directors in that regard.(d) Prepare and release the relevant information of the Company, together with the RelevantOfficers in charge of preparing the same, within the scope of their respective duties.(e) Disclose the relevant information and events that must be disclosed to the public, inaccordance with the Securities Market Law or other relevant laws, including federal securities lawsof the United States of America.(f) Comply with any provisions governing the carrying out of transactions for acquiring andtrading own shares of the Company that shall have been approved by the Board of Directors accordingwith their powers.(g) Take any corrective and liability actions that may apply, whether directly or through anassignee, within the scope of his duties or upon receiving an instruction from the Board ofDirectors.(h) Confirm the actual making of capital contributions by the shareholders, if any.(i) Satisfy any requirements established in applicable laws and these Bylaws in connectionwith the payment of dividends to the shareholders.(j) Take the necessary actions to ensure the maintenance of accounting, registration, filingor information systems of the Company.(k) Prepare and submit to the Board of Directors the report referred to in Article 172 of theGeneral Law of Business Corporations, except for the report referred to in item (b) of such legalprovision.(l) Establish the internal mechanisms and controls necessary to verify that the acts andtransactions of the Company and the legal entities controlled by it comply with applicable laws andregulations, and follow-up the results of such internal mechanisms and controls and take thenecessary actions, if any.(m) Take any of the liability actions established in the Securities Market Law against relatedparties or third parties that allegedly caused a damage to the Company or the legal entitiescontrolled by it, or in which it has a significant influence, unless the alleged damage is notrelevant, as determined by the Board of Directors with the prior opinion of the committee in chargeof performing audit duties.(n) Coordinate the execution of all the transactions inherent to the corporate purpose of theCompany and the legal entities controlled by it.
 
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Translation for information purposes only(o) Form committees to assist him in performing his duties, which shall be created andoperated in such manner established by the Chief Executive Officer.(p) Grant and revoke general, limited and/or special powers of attorney, as instructed by theBoard of Directors.(q) Perform any other duties or obligations established in these Bylaws or ordered by theShareholders Meeting, the Board of Directors or the special committees.The Chief Executive Officer and the others Relevant Officers shall be subject to the liabilityset forth in Article 29 (twenty nine) of the Securities Market Law in their respective capacities,and they shall be liable for the damages and losses incurred in connection with their respectiveduties. Likewise, any safe-harbor limitations referred to in Articles 33 (thirty three) and 40(forty) of the Securities Market Law shall be applied to them.Additionally, the Chief Executive Officer and the other Relevant Officers shall respond forany damages and losses caused to the Company or to the entities controlled by the Company for (i)imputable lack of timely and diligent attention of any information request by the directors of theCompany in each of their competencies, (ii) the disclosure of false or misleading information,(iii) any of the conduct referred to in Paragraphs III and IV to VII of Article 35 (thirty five),and Article 36 (thirty six) of the Securities Market Law.**Twenty Nine.- Specific Powers of the Chief Executive Officer.**The Chief Executive Officer of the Company, in performing its duties and obligations, shall bevested with the following general powers of attorney:(a) General power of attorney for lawsuits and collections, with all the general and specialpowers, even those requiring special clause in accordance with applicable laws, subject to nolimitation whatsoever, in accordance with Article 2554, first paragraph, of the Civil Code for theFederal District, its equivalent provisions of the Civil Code for the States of the United MexicanStates and the Federal Civil Code; which powers and authority shall include, but not be limited to,the power and authority to file claims, criminal complaints and grant pardons, act as plaintiff oramicus curiae under criminal proceeding; discontinue any actions prior brought, including “amparo”actions; settle, submit to arbitration, prepare and respond questions under oath, assign assets,contest jurisdiction, receive payments and carry out any of the actions expressly determined inapplicable laws, including the representation of the Company before judicial, and administrativeauthorities, whether of a civil or criminal nature, and labor authorities and courts.(b) General power of attorney to administer property and for acts of dominium in accordancewith Article 2554, second and third paragraphs, of the Civil Code for the Federal District, theirequivalent provisions of the Civil Codes for the States of the United Mexican States and theFederal Civil Code, to be exercised as follows:(i) Concerning the general power of attorney to administer property that implies the exerciseof voting rights in respect of shares, partnership interests or securities or rights representingthe capital, the Chief Executive Officer needs to obtain the prior approval of the Board ofDirectors or act in conformity with the policies established by the Board; and
 
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Translation for information purposes only(ii) Any exercise of the power of attorney for acts of dominium is limited as follows: (A)Concerning the sale of real assets owned by the Company and shares and partnership interests of thecompanies controlled by the Company, he must sign jointly with those persons established by theBoard of Directors, or with the prior approval of the Board of Directors or the ShareholdersMeeting; (B) concerning the transactions referred to in Article 28-III (c) of the Securities MarketLaw, with the prior approval of the Board of Directors; and/or (C) if the amount of the respectivetransaction is equal to or higher than five percent (5%) of the shareholders’ equity of theCompany, with the prior approval of the General Ordinary Shareholders Meeting.(c) Power of attorney to administer property regarding labor matters, in accordance withArticle 2554, second and fourth paragraphs, of the Civil Code for the Federal District and itsequivalent provisions of the Civil Codes for the States of the United Mexican States and theFederal Civil Code, as well as Articles 11, 692-II, 692-III, 786, 876 and other applicable of theFederal Labor Act, to appear in his capacity as administrator and legal representative of theCompany before any kind of labor authorities, related to Article 523 of the Federal Labor Act, andbefore the National Workers’ Housing Fund, the Mexican Social Security Institute and the NationalFund for Workers’ Consumption, in connection with every matters related to these institutes andfunds, and any other governmental agencies, being empowered to exercise any kind of actions orrights to which the Company may be entitled to, including all the general and special powers, eventhose requiring special clause in accordance with applicable laws, being authorized to assumeobligations under settlement agreements on behalf of the Company, and conduct the labor relationsof the Company.(d) Powers to execute, issue, endorse and guarantee any kind of negotiable instruments, onlyfor accomplishing the corporate purpose of the Company, in accordance with Article 9 of the CreditTransactions and Negotiable Instruments Act, provided that the prior approval of the Board ofDirectors or the Shareholders Meeting is not required.(e) Powers to grant, delegate, revoke and substitute (in whole or in part) general and specialpowers of attorney, based on the powers and authority vested in him, expressly including the powerto authorize the representatives so empowered by him to in turn grant, delegate, revoke andsubstitute (in whole or in part) the powers of attorney in favor of third parties.**Thirty.- Indemnity for Chief Executive Officer and Relevant Officers.**The Company agrees to indemnify and hold harmless the Chief Executive Officer and the RelevantOfficers under the same terms and conditions provided in Clause Twenty Five hereof.**SECTION THREE — BOARD COMMITTEES****Thirty One.- Creation of Committees.**(a) The Board of Directors, upon proposal of its Chairman, shall be assisted by one (1) ormore committees created in order to perform the duties and obligations established in these Bylawsand applicable laws.(b) At the time in which a committee is created, the Board of Directors shall establish therules governing the composition, powers, duties, obligations, operation and other matters thereof.
 
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Translation for information purposes only**Thirty Two.- Surveillance of the Company.**The supervision of the transactions and compliance with the resolutions of the Shareholdersand Board of Directors Meetings shall be the responsibility of one (1) or more committees thatshall perform the audit and corporate governance duties, as well of the legal entity conducting theoutside audit.**Thirty Three.- Composition and Operation of Committees performing Audit and CorporateGovernance Duties.**(a) The Committee(s) performing Audit and Corporate Governance duties shall be comprised ofindependent directors only, which shall not be less than three (3) members, as designated by theBoard of Directors upon receiving a proposal from the Chairman.(b) The Chairman/Chairmen of the Audit and Corporate Governance Committee(s) shall bedesignated and removed exclusively by the General Shareholders Meeting upon proposal of theChairman of the Board of Directors. Furthermore, any of such Chairman/Chairmen of the Audit andCorporate Governance Committee(s) shall comply with the provisions of Article 43 of the SecuritiesMarket Law and other applicable legal provisions.(c) The shareholders may, at a duly convened meeting thereof, at any time determine that theaudit and corporate governance duties and obligations must be performed by two separate committeesor by one and the same committee for both functions.(d) The internal regulations for each committee and, as the case may be, any amendments andadditions thereto shall be prepared and proposed by the respective committee for approval by theBoard of Directors, which shall be entitled to ratify or change the regulations and any proposedamendments thereto.(e) The Audit and Corporate Governance Committee(s) shall gather no less than four (4) timeseach year or as otherwise required based on the specific circumstances of their duties. Thecommittee may require the presence of any Company officers and any such officers and the Company’sindependent auditor shall attend each working session, provided that they shall attend as guestsand will not be entitled to cast a vote. The committee in charge of performing audit duties shallgather periodically with the inside auditor and the independent auditor to hold meetings in whichthe officers of the Company or the legal entities controlled by it or in which it has significantinfluence may participate at the discretion of the committee.**Thirty Four.- Audit Committee Duties and Obligations.**The Audit Committee shall supervise and monitor the integrity of the financial information,the accounting, control and registration process and systems of the Company and the entitiescontrolled by it; the technical capacity, independence and duties of the legal entity in charge ofthe outside audit duties; the efficiency of the internal control of the Company; and the evaluationof financial risks. The Audit Committee, if separate from the Audit and Corporate GovernanceCommittee, shall be comprised of independent directors only, which shall not be less than three (3)members, as designated by the Board of Directors upon receiving a proposal from the Chairman. Theduties of the Audit Committee may be performed by the Audit and Corporate Governance Committee orby a separate committee designated for such purpose.
 
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Translation for information purposes onlyThe duties and obligations of the Audit Committee shall include those listed on Section II ofArticle 42 of the Securities Market Law and any others determined by the Board of Directors. TheCompany, through the Board of Directors and in order to support the Audit Committee, shall allocateappropriate funds, as required by such committee, in order to pay the compensation of the outsideauditor, the outside advisors engaged and the administrative ordinary expenses incurred by suchcommittee in performing its duties and obligations.**Thirty Five.- Corporate Governance Duties and Obligations.**The Corporate Governance Committee shall supervise and reduce the risks arising from themaking of business or for the benefit of certain group of shareholders, subject to theauthorizations or policies issued by the Board of Directors; and supervise the compliance withapplicable laws and stock exchange regulations that the Company must abide by.The Corporate Governance Committee, if separate from the Audit and Corporate GovernanceCommittee, shall be comprised of independent directors only, which shall not be less than three (3)members, as designated by the Board of Directors upon receiving a proposal from the Chairman. Theduties and obligations of the Corporate Governance Committee shall include those listed on SectionI of Article 42 of the Securities Market Law, and any others determined by the Board of Directors.The duties of the Corporate Governance Committee may be performed by the Audit and CorporateGovernance Committee or by a separate committee designated for such purpose.**Thirty Six.- Operating Committee or Executive Committee.**(a) The Company may have an Operating Committee, which may also be called Executive Committee,comprised of such number of members and alternate members of the Board of Directors of the Company(who not need be independent directors), the Chief Executive Officer or such third parties that theBoard of Directors of the Company determines and appoints. The members of the Operating Committeeshall hold office indefinitely, until removed by the Board of Directors of the Company. The membersof the Operating Committee may be reelected and shall receive compensation determined by theGeneral Ordinary Shareholders Meeting or the Board of Directors.(b) The meetings of the Operating Committee shall be held upon being convened by theSecretary, or the alternate secretary, of the Board of Directors, or upon request of the Chairmanof the Operating Committee or any two (2) of its members, no less than five (5) calendar daysbefore the date of the meeting. The outside auditor of the Company may be convened as guest,without being entitled to cast a vote. The notice of meeting shall be sent via mail, telegram, fax,courier service or through any other means that ensure the reception thereof by the members of suchCommittee no less than five (5) calendar days before the date of the meeting.(c) The Operating Committee may hold valid meetings if a majority of its members are presentthereat. Resolutions of the Operating Committee shall be valid if adopted by an affirmative vote ofa majority of the members present thereat.(d) The Operating Committee may adopt unanimous resolutions without holding a meeting, whichresolutions shall be as valid as had the same been adopted at a meeting of the Committee, providedthat they are confirmed in writing. Resolutions adopted inaccordance with this paragraph shall be transcribed in the special book referred to in thelast paragraph of this Clause.
 
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Translation for information purposes only(e) The main duty of the Operating Committee shall be to advise the Board of Directors inconnection with the continued operation of the Company; provided, however, that the OperatingCommittee shall not be empowered to approve any matters but only to make proposals to the Board ofDirectors of the Company.(f) Minutes shall be prepared in respect of each meeting of the Operating Committee,evidencing the attendance of the members of the Committee and the resolutions adopted thereat. Suchminutes shall be transcribed in a special book and signed by the Chairman and the Secretary of themeeting.**Thirty Seven.- Engagement of Outside Auditors and Advisors.**(a) The Audit and Corporate Governance Committee(s) shall be entitled to engage providers oflegal, accounting, financial and otherwise consulting services, as it/they deem(s) necessary oradvisable in order to perform its/their duties and obligations.(b) The Audit Committee shall be further entitled to designate, compensate, conserve andsupervise the work performed by the independent auditor.(c) The Company, through the Board of Directors and in order to support the Audit Committee,shall allocate appropriate funds, as required by such Audit Committee, in order to pay thecompensation of the independent auditor, the outside advisors engaged and the administrativeordinary expenses incurred by such Audit Committee in performing its duties and obligations.**CHAPTER FOUR.- SHAREHOLDERS MEETINGS****Thirty Eight.- Notices of Meeting.****(a) ****Noticeof General Ordinary or Extraordinary Meetings.** The General Ordinary andExtraordinary Shareholders Meetings shall be held in accordance with the provisions of the GeneralLaw of Business Corporations and these Bylaws, provided that the respective notices of meetingshall be published (setting forth the time, date, place and agenda of the meeting) in any two (2)of the following publications: Reforma newspaper (business section), El Financiero newspaper, theOfficial Gazette of the Federal District, the Official Gazette of the Federation or one of thenewspapers with the widest circulation in the place in which the registered office of the Companyis located, no less than fifteen (15) calendar days before the date of the meeting, upon release ofthe first notice of meeting. The Company shall also provide such notice directly to anyshareholder who has requested such notices at the address provided by such shareholder for suchpurpose. If the General Shareholders Meeting, whether Ordinary or Extraordinary, cannot be held onthe date set for the meeting, a second notice of meeting shall be released explaining suchcircumstance and setting a new date no less than five (5) calendar days after the date originallyset by means of the first notice of meeting. The Company shall also provide such notice directlyto any shareholder who has requested such notices at the address provided by such shareholder forsuch purpose. Meetings may also be held without publishing a notice of meeting if all the sharesare present at the time of voting. As of the date on which the first notice of meeting ispublished, any information and documents related to each of the items of the Agenda shall be madeimmediately available to the shareholders, at no charge.
 
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Translation for information purposes only**(b) ****MinorityRights to Convene General Shareholders Meetings.** The holders of votingshares, including limited voting shares, that represent ten percent (10%) of the capital stock ofthe Company, whether individually or in the aggregate, shall be entitled to request the Board ofDirectors or the chairmen of the audit and corporate governance committees to convene, at any time,a General Shareholders Meeting, without applying in that regard the percentage referred to inArticle 184 of the General Law of Business Corporations.**(c) ****SpecialMeetings.** Special Meetings shall be subject to the same requirementsestablished in respect of General Extraordinary Shareholders Meetings.**(d) ****Quorum and Resolutions by Ordinary Shareholders’ Meetings.** The General OrdinaryShareholders Meeting shall be legally convened by virtue of a first call, if the attendingshareholders represent at least fifty percent (50%) of the outstanding voting shares of theCompany, and its resolutions shall be valid when adopted by the vote of the majority of the votingshares that are present. In the event of a second call or subsequent call, the OrdinaryShareholders’ Meeting shall be legally convened with any number of common shares represented by theattending Shareholders and its resolutions shall be valid when adopted by the vote of the majorityof the voting shares that are present.**(e) ****Quorum and Resolutions by Extraordinary Shareholders’ Meetings****.**GeneralExtraordinary Shareholders Meeting shall be legally installed by virtue of first call, if theattending shareholders represent at least seventy five percent (75%) of the outstanding votingshares of the Company, and its resolutions shall be valid when adopted by the vote of the morethan half of the outstanding voting shares of the Company, except for case provided for in ClauseTwelve hereof, in which case the affirmative vote of ninety five percent (95%) of the sharesrepresenting the subscribed and paid-up capital of the Company is required. In the event of asecond call or subsequent call, the Extraordinary Shareholders’ Meeting shall be legally installedif at least fifty one percent (51%) of the outstanding voting shares are present, and itsresolutions shall be valid when adopted by the vote of the more than half of the outstandingvoting shares of the Company.**Thirty Nine.- Supreme Authority.**The General Shareholders Meeting is the supreme authority of the Company, and its resolutionsshall apply to any other bodies.**Forty.- General Ordinary Shareholders Meetings.**(a) The General Ordinary Shareholders Meetings shall be held on such date set by the Board ofDirectors, provided that in any case they shall be held at least once a year within the first four(4) months following the closing of each fiscal year.(b) The General Ordinary Shareholders Meeting is entitled to discuss the following matters: (i) Discuss and approve, as the case may be, the matters referred to in Article181 of the General Law of Business Corporations, including the report on theconsolidated and non-consolidated financial statements of the Company referred to inArticle 172 of the General Law of Business Corporations for the immediately precedingfiscal year of the Company, whenever the Company owns fifty percent (50%) or more ofthe capital or other companies, or is entitled to control them, through any othermeans, provided that such investment is equal to or higher than twenty percent(20%) of the shareholders’ equity of the Company.
 
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Translation for information purposes only (ii) Designate and remove the chairmen of the committees in charge of performingthe audit and corporate governance duties. (iii) Evaluate the independence of the members of the Board of Directors proposedas independent directors, and establish, at its discretion, the additionalrequirements to conclude that a director is independent, in addition to thoserequirements established in the Securities Market Law. (iv) Approve any transactions that the Company or the legal entities controlled byit propose to carry out during the fiscal year, in an amount equal to or higher thantwenty percent (20%) of the consolidated assets of the Company, based on the figurescorresponding to the closing of the quarter that immediately precedes the date onwhich the transaction is to be carried out, simultaneously with or subsequently to, orin any other manner that may be considered one and the same transaction because of itscharacteristics. (v) Approve, upon proposal of the Board of Directors, the obtaining of directorsand officers liability insurance for the members of its Board of Directors, the ChiefExecutive Officer and the officers. The approval shall include the obligation to payany remaining indemnity not paid by the corresponding insurance, out of the results ofthe Company. (vi) Approve the reports of the Audit and Corporate Governance Committees referredto in Article 43 of the Securities Market Law. (vii) Approve the reports prepared by the Chief Executive Officer in accordancewith Article 44-XI of the Securities Market Law, enclosing the report of the outsideauditor. (viii) Approve the opinion of the Board of Directors on the content of the report of theChief Executive Officer referred to in the preceding paragraph. (ix) Approve the report on the transactions carried out, and the activitiesconducted, by the Board of Directors it in accordance with the Securities Market Law,that shall have been presented to it by the Board of Directors in accordance withArticle 28-IV-e) of the Securities Market Law. (x) Designate the maximum amount of financial resources that may be used for therepurchase of its shares; and (xi) Any other matter not expressly reserved for the Extraordinary or SpecialShareholders Meetings.(c) General Ordinary Shareholders Meetings must meet the quorum requirements established inthese Bylaws.
 
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Translation for information purposes only**Forty One.- General Extraordinary Shareholders Meetings.**(a) The General Extraordinary Shareholders Meetings shall be held in order to discuss any ofthe matters referred to in Article 182 (one hundred and eighty two) of theGeneral Law of Business Corporations and any other matter that calls for a supermajority voteof the shareholders in accordance with applicable laws and these Bylaws, including: i. amortization of shares issued by the Company with distributable profits, aswell as the issuance of beneficial shares (*acciones de goce*), limited voting,preferred or any other kind of shares different from common shares; ii. cancellation of registration of shares of the Company or any securityrepresenting such shares in the National Securities Registry; iii. capital increases in terms of Article 53 (fifty three) of the SecuritiesMarket Law; iv. any other matter that require a special quorum under applicable legalrequirements or these Bylaws.(b) General Extraordinary Shareholders Meetings shall fulfill the quorum requirementsestablished in these Bylaws.**Forty Two.- Minority Rights.**(a) The holders of voting shares, including limited voting shares or non-voting shares, thatrepresent five percent (5%) or more of the capital stock of the Company, whether individually or inthe aggregate, shall be entitled to bring liability actions against the directors. Liabilityarising out of any acts of the directors shall be exclusively in favor of the Company.(b) The holders of voting shares, including limited voting shares, that represent at least tenpercent (10%) or more of the shares representing the capital stock at a Meeting may present amotion to adjourn the meeting for three (3) calendar days and without requiring a new notice ofmeeting, in order to vote in respect of certain matter in respect of which they consider that notenough information has been provided, in which case the percentage referred to in Article 199 ofthe General Law of Business Corporations shall not apply.(c) The holders of voting shares, including limited voting shares, that represent at leasttwenty percent (20%) of the capital stock may judicially contest the resolutions adopted by theGeneral Meetings in connection with matters in respect of which they are entitled to vote, in whichcase the percentage referred to in Article 201 of the General Law of Business Corporations shallnot apply.**Forty Three.- Attendance at Shareholders Meetings.**(a) Any Shareholders registered in the Company’s stock ledger as registered holders of one (1)or more shares shall be admitted at the Shareholders Meetings. In order to be entitled to attendthe meeting, the shareholders registered in the Company’s stock ledger shall deposit their shareswith a Mexican institution authorized to receive securities in deposit or leave them with theSecretary of the Board of Directors for custody purposes at the offices located in the registeredoffice of the Company or any credit institution in Mexico or abroad.
 
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Translation for information purposes onlyThey shall further prove, in form satisfactory to the Secretary of the Board of Directors, orany assignee thereof, that the corresponding shareholder or, as applicable, the beneficiary of thestock exchange brokerage agreement, or analogue instrument, fulfills the requirements establishedin these Bylaws (including the nationality of the holder) or that they are credit institutionsacting as trustees under trusts created by theCompany for the benefit of its employees or the employees of its subsidiaries or fornon-profit purposes and credit institutions that act as trustees under neutral investment trustscreated by the Company to which shares of the Company shall have been transferred as underlyingasset to issue securities in Mexico or abroad. If the above cannot be proven in accordance withthis Clause, the respective person shall not be entitled to participate in the Meeting, andtherefore, shall not exercise the corporate rights vested by the Shares, in which case thecorresponding provisions of these Bylaws shall apply.(b) The deposit to the Company for custody purposes must be made, and the fulfillment of therequirements regarding nationality matters referred to in the preceding paragraphs must beevidenced, no later than the day immediately preceding the date of the Meeting. An admission cardshall be issued against deposit of the shares, showing the number and class of shares covered byit, the name of the shareholder and the number of votes corresponding to it at the Meeting. If thedeposit is made at a credit institution, the respective certificate shall be submitted to theCompany no later than the day preceding the date of the Meeting, in which case the admission cardshall be delivered. The shares and certificates shall be returned after the holding of the Meeting,against delivery of the corresponding back-up document prior delivered.(c) Furthermore, any persons attending the Meetings of the Company on behalf of theshareholders may evidence their capacity by means of a proxy letter. Such proxy letter must havebeen in a form prepared by the Company. Proxy letters prepared by the Company must: (i) Identify the corporate name of the Company and the respective agenda. (ii) Contain space for the instructions given by the grantor for executing theproxy letter. (iii) Contain a statement confirming that none of the events referred to in ClauseEight, paragraph (a), of these Bylaws has occurred. (iv) Fulfill any other requirement or information, as established by the Board ofDirectors.(d) Any false or missing information of the proxy letter shall result in the annulment of thevotes cast by the respective shareholder.(e) At least fifteen (15) calendar days prior to holding a Shareholders’ Meeting, the Companyshall maintain available to the stock market brokers that prove to represent the shareholders ofthe Company, any proxy materials provided by the Company in terms of paragraph III of Article 49(forty nine) of the Securities Market Law. The Secretary of the Board shall examine the complianceof this disposition and shall inform the same to the Shareholders’ Meeting making the correspondingnotations in the minutes of the Shareholders’ Meeting.(f) The Company shall make available to the stock exchange brokers legitimately representingshareholders of the Company, at the offices of the Company, the information and documentationrelated to each of the matters contained in the agenda of the corresponding Shareholders Meeting,at no charge, no less than fifteen (15) calendar days before the date of the meeting.
 
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Translation for information purposes only(g) The Secretary of the Board of Directors of the Company shall confirm the fulfillment ofthe requirements established in the preceding paragraphs and inform the same to the Meeting, all ofwhich shall be evidenced in the respective minutes.**Forty Four.- The Meeting; Minutes.**(a) Shareholder meetings shall be chaired by the Chairman of the Board of Directors, and inhis absence, by the person designated by the Meeting. The secretary of the Board of Directors shallact as secretary of the Meeting, and in his absence, the assistant secretary shall act as secretaryof the meeting. In the absence of the assistant secretary, the secretary of the Meeting shall besuch person designated by the Meeting or the Chairman.(b) The Chairman shall designate the inspectors of election he deems advisable. They shallprepare the attendance list and calculate the shares present at the Meeting.(c) Minutes shall be prepared in respect of each Meeting, which minutes shall be signed by thechairman, secretary and inspectors of election thereof.(d) Any copies, certificates or excerpts of the minutes of the Meetings that may be requiredfor any reasons, shall be authorized by the secretary of the Board or the assistant secretary, orin their absence, by the Secretary of the Meeting or the special delegate designated by the Meetingfor such purpose.**CHAPTER FIVE.- FISCAL YEAR AND FINANCIAL STATEMENTS****Forty Five.- Fiscal Years.**The fiscal year of the Company shall start on January 31st and end on December31st of each year.**Forty Six.- Financial Statements.**(a) An audited balance sheet and an audited income statement shall be prepared at the end ofeach fiscal year, setting forth all the data necessary to verify the financial situation of theCompany as at the date on which the fiscal year ended.(b) The balance sheet and the documents referred to in Article 172 of the General Law ofBusiness Corporations shall be completed within the four (4) months following the closing of eachfiscal year, and be made available to the shareholders within the periods established in Article173 of the General Law of Business Corporations and in accordance with these Bylaws, withoutrequiring the publication thereof in the Official Gazette of the Federation, as provided for inArticle 104 of the Securities Market Law.**Forty Seven.- Profit Allocation.**After making the respective allocations of the necessary amounts for paying accrued taxes,creating or restoring the legal reserve (until the same is equal to one fifth of the capitalstock), the remaining amounts, if any, shall be allocated for creating a reserve for repurchasingthe shares or any other reserves, as required or ordered by the General Ordinary ShareholdersMeeting.**CHAPTER SIX.- DISSOLUTION AND LIQUIDATION OF THE COMPANY****Forty Eight.- Dissolution.**The Company shall be dissolved upon occurrence of the liquidation events established in theGeneral Law of Business Corporations.
 
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Translation for information purposes only**Forty Nine.- Liquidation.**Once the Company is dissolved, it shall be liquidated by one or more liquidators to bedesignated by the Shareholders Meeting.**Fifty.- Powers of Liquidators.**Unless otherwise provided by the General Shareholders Meeting, the liquidators shall have thepowers established in Article 242 of the General Law of Business Corporations, and distribute theremaining amounts among the shareholders in accordance with the rules referred to in Articles 113,247 and 248 of the General Law of Business Corporations and these Bylaws.**Fifty One.- Registration of Liquidators.**As long as the designation of the liquidators is not registered with the Public Registry ofCommerce, and such liquidators do not assume office, the Board of Directors and the Chief ExecutiveOfficer of the Company shall continue performing their duties and obligations, provided that no newtransactions may be initiated after the adoption by the General Shareholders Meeting of aresolution approving the dissolution of the Company or the verification of the existence of a legalcause for such dissolution.**CHAPTERSEVEN.-****APPLICABLE LAW AND JURISDICTION****Fifty Two.- APPLICABLE LAW AND JURISDICTION.**These bylaws will be construed in accordance with Mexican law and any action based on themwill be subject to the exclusive jurisdiction of the competent courts located in Mexico, FederalDistrict.**TRANSITORY CLAUSES****Clause One Transitory.**The term of these Bylaws shall be conditioned to: (i) the express approval thereof by theCommission, and (ii) the registration of the CPOs in the National Securities Registry kept by theCommission.**Clause Two Transitory.**Unless otherwise provided in Clause Fourteen of these Bylaws, the Meeting convened in order toapprove the amendment to these Bylaws and the correlative General Ordinary Shareholders Meetingshall designate the directors, despite that the same is not a General Ordinary Shareholders Meetingas referred to in paragraph (a) of the aforementioned Clause Fourteen.*** * ***
 
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