{"url_path":"/sec/gtmay/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1163560/0001140361-26-036215-index.html","accession_number":"0001140361-26-036215","cik":"0001163560","ticker":"GTMAY","issuer_name":"GRUPO TMM SAB","edgar_url":"https://www.sec.gov/Archives/edgar/data/1163560/0001140361-26-036215-index.html","primary_entity_key":"0001163560","primary_entity_name":"GRUPO TMM SAB"},"word_count":9098,"has_tables":true,"body_markdown":"ITEM 10.\n\nADDITIONAL INFORMATION\n\nA.          Share Capital\n\nNot applicable.\n\n79\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nB.          Memorandum and Articles of Association\n\nThe following is a summary of the provisions of the Bylaws (Estatutos Sociales) of Grupo TMM and is qualified in its\nentirety by the actual provisions within the Bylaws themselves and applicable provisions of the General Law of Mercantile Companies (Ley General de Sociedades Mercantiles) and the Mexican\nSecurities Law (Ley del Mercado de Valores). For a description of the provisions of our Bylaws relating to our Board of Directors, General Director, Special Committees and Statutory Auditors,\nas well as Audit and Corporate Practices Committee, see Item 6. “Directors, Senior Management and Employees.”\n\nOrganization and Register\n\nWe were incorporated in the United Mexican States as a sociedad anónima, as evidenced by public deed number 26,225 dated\nAugust 14, 1987. We amended our Bylaws on August 29, 2002 in connection with the reclassification of our Series A Shares and Series L Shares.\n\nOn June 4, 2008, certain articles of the Company’s Bylaws were amended at the General Shareholders’ Meeting. The modification to Article 14 added further\nrestrictions to the acquisition or the transfer of the Company’s shares providing more specific detail with respect to the requirements and authorizations required in order to acquire five percent or more of the Company’s shares.\nArticle 25 was modified in order to comply with the Mexican Exchange Law (Ley del Mercado de Valores). Finally, Article 27 was modified to clarify which shareholders are required to sign the Shareholders’ Meeting Attendance Sheet.\nThis General Shareholders’ Meeting was properly formalized in public deed number 18,196 (filing before the Public Commerce Registry pending) by and before Mr. Juan Martín Álvarez Moreno, Public Brokerage number 46 of Mexico City,\nFederal District.\n\nOn December 15, 2009, certain articles of the Company’s Bylaws were amended at the General Shareholders’ Meeting. The modification to Article 6 approved a capital\nincrease. This General Shareholders’ Meeting was properly formalized in public deed number 21,851 (filed before the Public Commerce Registry pending) by and before Mr. Juan Martín Álvarez Moreno, Public Brokerage number 46 of Mexico\nCity, Federal District.\n\nOn November 15, 2023, the Company’s Bylaws were amended at the General Shareholders’ Meeting. The amendment to Article 6 approved a capital increase.\n\nOur statement of corporate purposes authorizes us to engage in, among other things, shipping and transportation services, the development, organization and\nmanagement of all types of companies or entities, the acquisition of shares or units of the capital stock of other companies or entities, and generally, to carry out and execute all acts, transactions, agreements and operations of\nany nature as may be necessary or convenient in furtherance of our corporate purposes.\n\nBoard of Directors\n\nOur business and affairs are managed by the Board of Directors and by a General Director. The Board of Directors consists of not more than 21 nor fewer than 7\npersons, provided that at least 25% of the directors are independent. Our directors are elected annually at the Annual General Shareholders’ Meeting. The Board of Directors shall always have a Chairman, a First Vice-Chairman and a\nSecond Vice-Chairman and other Directors.\n\nThe directors (whenever elected) shall remain in office for the period of time stated below, calculated from the date of their appointment. The directors may be\nre-elected and, in case of the failure to appoint their substitute or if the designated substitute does not take office, the directors in office being substituted shall continue to perform their duties for up to 30 calendar days\nfollowing the date of expiry of the term for which they were appointed:\n\n80\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nPosition on the Board of Directors\n\n \n\nTerm\n\nChairman\n\n \n\n7 years\n\nFirst Vice-Chairman\n\n \n\n7 years\n\nSecond Vice-Chairman\n\n \n\nBetween 3 and 7 years (As determined by the General Shareholders’ Meeting that elects him/her.)\n\nOther Directors\n\n \n\n1 year\n\n \n\n \n\nExcept that in no event whatsoever shall more than one third (1/3) of the member directors be replaced for any fiscal year of the Company.\n\nIn the event of the permanent absence of the Chairman or of any of the Vice-Chairmen, the Board of Directors, at the first meeting held after said permanent absence\nshall temporarily appoint from among its members or persons outside the same, the director or directors that shall fill relevant vacancies. Also, in the event of resignation or permanent absence of any of the other directors, the\nBoard of Directors shall make the appointments of temporary directors as may be required for the continuance of the Board’s integration and duties. In both cases, a General Ordinary Shareholders’ Meeting shall be called as soon as\npossible to ratify or make definitive appointments of the relevant directors and, in any case, in the absence of said call, the first General Shareholders’ Meeting held after any of said events shall carry out the final appointment.\n\nThe Board of Directors shall appoint a Secretary and a Deputy Secretary, who shall not be a part of the Board of Directors. Said Secretary and Deputy Secretary may\nat any time be removed by the Board of Directors and their temporary and final absences shall be covered by the persons appointed by the Board of Directors. Despite the fact that the Secretary and the Deputy Secretary are not\nmembers of the Board of Directors of the Company, they may sign jointly or severally and instruct the publication of any call to the Shareholders’ Meeting of the Company ordered or resolved by the Board of Directors or the Audit and\nCorporate Practices Committee.\n\nThe meetings of the Board of Directors may be ordinary or extraordinary. The ordinary meetings shall be held periodically on the dates and times designated by such\nBoard of Directors, provided that such Board of Directors meets at least 4 times during each fiscal year. The extraordinary meetings shall be held when the Chairman of the Board of Directors determines or at the request of 25% of\nthe directors. The Board of Directors shall meet at the Company’s registered office or at any other place in Mexico or abroad as determined beforehand in the respective call. The meetings of the Board of Directors shall be presided\nover by the Chairman and in his absence, by the alternate Chairman and, in the absence of the alternate Chairman, by any director designated by the directors present at the meeting in question, by a majority of votes.\n\nIn order for a Board of Directors meeting to be valid, at least half of the directors that make up the Board of Directors from time to time must be in attendance and\nthe Chairman and a Vice-Chairman shall always and in any event be in attendance. If a meeting of the Board of Directors may not be held due to the lack of quorum or the absence of the Chairman and a Vice-Chairman, the call shall be\nrepeated as many times as needed. In order for the resolutions of the Board of Directors to be valid, the favorable vote of the majority of the directors present at the meeting in question is required. In the event of a tie, the\nChairman of the Board of Directors, or his alternate, as applicable, shall have the tie-breaking vote.\n\nFor resolutions of the Board of Directors to be valid in connection with the matters listed below, the favorable vote of (i) the Chairman of the Board of Directors\nand (ii) the First Vice-Chairman or the Second Vice-Chairman is required. The following matters shall be decided upon exclusively by the Board of Directors of the Company:\n\n1.\n\nThe approval and/or modification of the annual budget, which must be approved for each fiscal year of the Company;\n\n2.\n\nThe imposition or creation of any lien on any of the assets of the Company and/or of the corporations controlled by the Company, or the resolution of the Company and/or of the corporations\ncontrolled by the Company, to guarantee obligations of the Company and/or of its subsidiaries, or to guarantee obligations of third parties, in all of said cases, when the value of any of said transactions involves in a\nsingle act or in a series of related acts, an amount equal to or higher than five percent of the total consolidated assets of the Company during a calendar year;\n\n3.\n\nThe decision to begin a new business line or the suspension of any business line developed by the Company or by any corporation in which the Company participates, either directly or indirectly;\n\n81\n\n[Table of Contents](#TABLEOFCONSENTS)\n\n4.\n\nAny decision related to the acquisition or sale of assets (including shares or equity interests or their equivalent, in any corporation controlled or not controlled by the Company or in which the\nCompany has a significant share, or to any financing and/or the creation of any liens, when the value of any of said transactions involves in a single act or in a series of related acts, an amount equal to or higher than\nfive percent of the total consolidated assets of the Company during a calendar year;\n\n5.\n\nThe determination of the manner in which the Company shall exercise its voting rights regarding shares or equity interests (or their equivalent) issued by its subsidiaries or entities in which the\nCompany owns at least 20% of the capital stock thereof; and\n\n6.\n\nThe establishment of any committee of the Company other than the Audit and Corporate Practices Committee.\n\nThe Board of Directors shall primarily have the duty of establishing general strategies for the direction of the business of the Company and its subsidiaries and\nthat of overseeing the management and direction of the same and the performance of the relevant managers or officers. Such Board may establish one or more committees. In any event, the Company shall establish one or more committees\nin charge of the duties of audit and corporate practices.\n\nGeneral Director\n\nThe General Director, or Chief Executive Officer, shall be in charge of the day-to-day management of the Company, the direction and execution of the businesses of\nthe Company and of its subsidiaries, subject to the strategies, policies and guidelines approved by the Board of Directors or, as the case may be, by committees created pursuant to the corporate Bylaws.\n\nIn order to fulfill his duties, the General Director shall have the powers granted to him by the Board of Directors at the time of his appointment or at any other\ntime after his appointment. For the exercise of his duties and activities and the fulfillment of his obligations, the General Director shall be assisted by all the relevant managers and other employees of the Company and of the\ncorporations controlled by the Company.\n\nAudit and Corporate Practices Committee\n\nThe Board of Directors of the Company has established an Audit and Corporate Practices  Committee to carry out the audit and corporate practices functions that shall\nbe integrated by at least three independent directors appointed by the Board of Directors, which members are proposed by the Chairman. The foregoing notwithstanding, the Chairman of the Audit and Corporate Practices Committee must\nbe appointed and/or removed from his position exclusively by the General Shareholders’ Meeting and he must always be an independent director. The Chairman of the Audit and Corporate Practices Committee in no event whatsoever may\npreside over the Board of Directors.\n\nThe oversight of the management, direction and execution of the business of the Company and of its subsidiaries shall be entrusted to the Board of Directors through\nthe aforementioned Audit and Corporate Practices Committee, as well as through the individuals or corporations that carry out the external audit of the Company for each fiscal year.\n\nCapital Stock\n\nTo conform to the provisions of the new Mexican Securities Law, our Series A Shares of capital stock were converted into nominative common shares without par value\n(“Shares”), thereby deleting any series. The rights of the Series A Shares and the Shares are identical.\n\nAt the General Shareholders’ Meeting held on March 16, 2023, the Company’s shareholders agreed to carry out a capital increase for an amount of\n$151,978, through the issuance of up to 72,370,286 common, no-par value shares representing the share capital of Groupo TMM. Said capital increase was authorized by the CNBV through official letter number 153/5296/2023 dated June\n27, 2023, and subscribed in its entirety by the shareholders in the month of October 2023.\n\n82\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nAs of December 31, 2025, 2024 and 2023, share capital is made up of 174,553,127 shares outstanding, common shares, nominal shares, no-par value shares, and shares\nwith voting rights, which may be owned by persons or investors of Mexican nationality, Mexican company or Mexican companies whose bylaws contain the exclusion clause for foreigners. The shares can be acquired by foreigners under the\nfigure of American Depositary Shares (‘ADS’).\n\nRegistration and Transfer\n\nAll Shares are evidenced by share certificates in registered form. Mexican law requires that all shares be represented by a certificate, although a single\ncertificate may represent multiple shares of stock. Certificates may be issued in the name of the registered holder. All of our share certificates are issued in the name of the registered holder. Mexican law also requires that all\ntransfers, encumbrances and liens on nominative shares must be recorded in the share registry book and are only enforceable against us and third parties after such registration occurs. S.D.\nIndeval, S.A. de C.V. (“Indeval”) is the registrar and transfer agent for the Shares held in book-entry form. A global certificate representing all Shares in book entry form is deposited at Indeval. Shareholders holding\ntheir share certificates directly are required to be recorded as such by the secretary of the Company in our share registry book.\n\nShareholders’ Meetings\n\nShareholders are entitled to vote on all matters at ordinary or special shareholders’ meetings. The Board of Directors will convene an Annual Shareholders’ Meeting\nat least once a year on the date determined by the Board of Directors within the first four months following the end of the fiscal year. In addition to dealing with the matters included on the agenda, the shareholders’ meeting\nshould discuss, approve or modify the report of the Board of Directors, of the General Director and of the committee(s) that carry out the duties of corporate and audit practices, related to (i) the day-to-day conduct of business,\n(ii) the general balance sheet, (iii) the statement of income and losses, (iv) the statement of changes in financial position, and (v) the statement of the change in shareholders’ equity for such fiscal year. At such meeting\ndirectors shall also be appointed as per our Bylaws for the next fiscal year and their compensation shall be determined.\n\nAll notices of shareholders’ meetings shall be published once in the official newspaper of the domicile of the Company and in one of the newspapers of major\ncirculation in such domicile, at least 15 days prior to the date scheduled for the meeting to be held. In order for the Ordinary Shareholders’ Meetings to be considered legally convened as a result of the first call, at least half\nof the capital stock in circulation at that time must be represented thereat, and the resolutions of such meeting shall be valid when passed by a majority of the votes present.\n\nOrdinary Shareholders’ Meetings require the attendance of shareholders holding at least half the shares that have the right to attend such meetings, and the\naffirmative vote of a majority of the holders present at any such meeting, in a first call, and in a second call, the affirmative vote of a majority of the holders of shares that have the right to attend any such meeting\nirrespective of the number of shares presents thereat, in order to make decisions.\n\nExtraordinary Shareholders’ Meetings require the attendance of shareholders holding at least 75% of the shares that have the right to attend and vote at any such\nmeetings, and the affirmative vote of at least half the issued and outstanding shares entitled to vote at the first call, and at the second or subsequent call, the attendance and affirmative vote of at least half the issued and\noutstanding shares entitled to attend and vote at any such meeting in order to make decisions.\n\nShareholders may be present or represented by a simple proxy at shareholders’ meetings. Directors and statutory auditors of the Company may not represent any\nshareholder at any shareholders’ meeting.\n\nIn order to attend any meeting, shareholders must obtain an admission card prior to the meeting from Indeval or another financial institution in the United Mexican\nStates or abroad. Such financial institution must notify the Company (telegraphic or facsimile means are authorized) of the name of the depositor, the number of shares deposited and the date on which the deposit was made. Admission\ncards to shareholders’ meetings may be regularly obtained through authorized brokers in the United Mexican States which, together with the list issued by Indeval, will be sufficient for any shareholder to obtain the corresponding\nadmission card.\n\n83\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nLimitation on Share Ownership\n\nMexican law and our corporate charter prohibit ownership of Shares by foreign investors. Any acquisition of Shares in violation of this charter provision would be\nnull and void.\n\nAny foreigner who acquires any interest or participation in our capital stock through CPOs will be considered a Mexican citizen insofar as Mexican law and we are\nconcerned (except with respect to the right to own Shares) and will be deemed to understand and agree that such foreigner may not invoke the protection of his or her government in connection with his interest or participation in the\nCompany, under penalty of forfeiture of such interest or participation in favor of the United Mexican States.\n\nWe contributed Shares of our capital stock to the Master Neutral Investment Trust (Fideicomiso Maestro de Inversion Neutra) (the\n\n“CPO Trust”) established with a 30-year term by Nacional Financiera, S.N.C. (the “CPO Trustee”) on November 24, 1989. The CPO Trustee authorized the issuance of non-redeemable ordinary participation certificates (certificados de participación ordinarios no amortizables) (“CPOs”) that correspond to our Shares. One CPO may be issued for each of our Shares\ncontributed to the CPO Trust. CPOs constitute separate negotiable instruments different and apart from our Shares, and afford to their holders only economic rights attaching to Shares. Consequently, holders of CPOs are not entitled\nto exercise any voting rights with respect to the Shares held in the CPO Trust. Such voting rights are exercisable only by the CPO Trustee, which is required by the terms of the CPO Trust to vote such Shares in the same manner as\nholders of a majority of the outstanding Shares not held in the CPO Trust and voted at the relevant meeting.\n\nPrior to its termination date, the CPO Trustee will sell Shares held by the CPO Trust, and deliver the proceeds thereof to CPO holders in proportion to their\nrespective CPO holdings. Alternatively, we may establish a new trust to enable continued foreign equity participation in the Company. Although, we will endeavor to establish a new trust to substitute the CPO Trust, no assurance can\nbe made that we will in fact establish or be able to establish such new trust.\n\nMexican and non-Mexican investors may hold CPOs without restrictions of any kind.\n\nWe note that because CPOs are negotiable instruments separate and apart from Shares of the Company, holders of CPOs do not qualify as shareholders, and may not\nexercise the minority rights afforded by the General Law of Mercantile Companies and Mexican Securities Law of the United Mexican States, except for the right to exercise a derivative action for civil liability against the Directors\nand relevant officers of the Company or its subsidiaries, as further detailed in section entitled “Minority Rights” below.\n\nAcquisition of Share Capital\n\nOn December 20, 2006, the Company amended Article 14 of its Bylaws to provide that the consent of the Board of Directors would be required for acquisitions that\nwould result in any person or group of persons acquiring five percent or more of our Shares whether in a single transaction or in several simultaneous or successive transactions, notwithstanding the number of shares that such person\nmay own at such time. If the approved process is not complied with, the acquirer will not be entitled to vote the acquired Shares. The approved process will apply only to direct acquisitions of Shares and not to CPOs and ADSs. In\naddition, the acquisition of Shares by any Mexican national may also be subject to the applicable provisions of Mexican antitrust laws. The Board is required to resolve with respect to any request for authorization to acquire five\npercent or more of our Shares within a period of three months following the request and to take into account certain criteria as set forth in our Bylaws that relates to the consequences affecting the Company by such acquisition.\nNotwithstanding this restriction, in the event of a public offering for the acquisition of 100% of our Shares, no authorization by the Board of Directors in connection with such public offering is necessary and the Board of\nDirectors is required by law to render an opinion related to the terms and conditions of such public offering which opinion is to be rendered pursuant to applicable regulations. Our Bylaws provide that any amendment to the\naforementioned provision may only be approved at a General Extraordinary Shareholders’ Meeting, at which shares representing five percent or more of the capital stock of the Company have not voted against.\n\nOn June 4, 2008, Article 14 of the Company’s Bylaws was further modified at the General Shareholder’s Meeting. These modifications added further restrictions to the\nacquisition or the transfer of the Company’s shares providing more specific detail with respect to the requirements and authorizations required in order to acquire five percent or more of the Company’s shares.\n\n84\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nRights\n\n1.\n\nApplicable to Shareholders, CPOs holders and the CPO Trustee\n\nThe shareholder, or group of shareholders representing at least five percent or more of the capital stock, may exercise a derivative action for civil liability\nagainst the directors and relevant officers of the Company, provided the complaint includes the total amount of the liabilities in favor of the Company, its subsidiaries or entities in which the Company owns 20% or more of the\ncapital stock thereof, and not only the personal interest of the petitioners. The assets obtained as a result of the claim shall be for the benefit of the Company, its subsidiaries, or such entities, as applicable.\n\nPursuant to the Mexican Securities Law, CPOs or ADSs holders, as well as the CPO Trustee, may also exercise the aforementioned civil liability action.\n\n2.\n\nApplicable to Shareholders\n\nThe shareholder or group of shareholders representing at least 20% or more of the capital stock may oppose in court the resolutions of the General Shareholders’\nMeetings, provided (i) the complaint is filed within the 15 days following the adjournment of the Shareholders’ Meeting, (ii) the plaintiffs have not attended the Shareholders’ Meeting or they have cast their vote against the\nresolution, and (iii) the complaint states the clause of the Company’s Bylaws or of the legal norm violated, as well as a description of the violation. Shareholders exercising such opposition right must deposit their Shares before a\nNotary Public or an authorized financial institution and their complaint shall be accompanied by evidence of such deposit. Deposited shares may not be withdrawn until a final judgment is rendered.\n\nThe shareholder or group of shareholders representing at least 10% of the capital stock shall be entitled to appoint, at the Annual General Ordinary Shareholders’\nMeeting held in order to elect directors, a Regular Member and, as the case may be, his respective alternate. The appointment of any director carried out by a minority may only be reversed when all other directors are also removed,\nunless the removal is attributable to a justified reason according to the applicable law.\n\nHolders of 10% or more of the capital stock of the Company may require the Chairman of the Board of Directors or of the Audit and Corporate Practices Committee to\ncall a General Shareholders’ Meeting.\n\nThe shareholder or group of shareholders representing, at least, 10% of the shares represented at a Shareholders’ Meeting may request that the voting on any matter\nof which they are not sufficiently informed be postponed and in said case the voting on said matter shall be postponed for three calendar days, without the need for a new call. This right may be exercised only once for the same\nmatter.\n\nIn addition, shareholders are entitled to (i) review all information and documents pertaining to the matters for which a Shareholders’ Meeting has been called at the\noffices of the Company and within at least 15 calendar days of the scheduled date of the meeting; (ii) request that certain relevant issues be dealt with at the meeting that were not originally on the agenda for the meeting, if\ncalled for under sundry or general matters in the relevant call for the meeting; (iii) be represented at the meeting by persons designated by them pursuant to standard proxy forms that are to be made available by the Company with at\nleast 15 calendar days prior to the date scheduled for the meeting which will contain the name of the Company, the matters to be discussed at the meeting and spaces for instructions as to the manner of the vote; and (iv) execute\nagreements between or among different shareholders provided that any such shareholders’ agreement(s) must be disclosed to the Company within five business days following the date of their execution for disclosure thereof to the\npublic through the relevant stock exchanges and disclosure of their existence in the annual reports of the Company, and provided further that such agreements will not affect any voting at any Shareholders’ Meeting of the Company,\nmay not be enforced against the Company and will only be effective among the executing shareholders upon disclosure to the public as aforesaid.\n\n85\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nLimitation of Officers’ and Directors’ Liability\n\nIn addition to voting for directors at the Annual Shareholders’ Meeting, shareholders are asked to vote upon the financial statements of the Company and the annual\nreports of the Board of Directors, the Audit and Corporate Practices Committee, and the General Director. If the holders of a majority of the votes entitled to be cast approve management’s performance, all shareholders are deemed to\nhave released the directors and officers from claims or liability to us or our shareholders arising out of actions taken or any failure to take actions by any of them on our behalf during the prior fiscal year, with certain\nexceptions. Officers and directors may not be released from any claims or liability for criminal acts, fraud, self-dealing or gross negligence.\n\nMembers of the Board of Directors and the officers of the Company shall not incur, individually or jointly, any responsibility for the damages and/or losses they may\ncause to the Company or its subsidiaries or of entities in which the Company owns 20% or more of the capital stock thereof, derived from acts executed by, or decisions made, by any of them, to the extent that acting in good faith,\nany of the following exclusions of responsibility applies:\n\n(i)\n\nThey fulfill the requirements that the Bylaws and the applicable laws may stipulate for the approval of matters to be dealt with by the Board of Directors or, as the case may be, by committees of\nwhich they are members.\n\n(ii)\n\nThey make decisions or vote at the meetings of the Board of Directors or, as the case may be, committees to which they belong, based on the information provided by the relevant managers, the\ncorporation providing the external audit services or the independent experts, whose capacity and credibility do not offer a cause for reasonable doubt.\n\n \n\n(iii)\n\nThey have selected the most suitable alternative, to the best of their knowledge and belief, or negative property damages had not been foreseeable, in both cases, based on the information available\nat the time of the decision.\n\n(iv)\n\nThey fulfill the resolutions of the Shareholders’ Meeting, provided these do not violate the law.\n\nWe shall indemnify and hold the directors, the General Director and all other relevant managers of the Company or of the mercantile corporations controlled by the\nCompany harmless from all damages and/or losses that their performance may cause to the Company and the corporations controlled by the Company or in which it has a significant influence, except in the event of deceitful acts or acts\nin bad faith, unlawful acts in accordance with the applicable legislation or whose indemnity, pursuant to said legislation may not be agreed or granted by the Company. For said purposes, we may obtain liability insurance or any\nsimilar insurance and grant any bonds and bails that may be necessary or convenient. All legal costs related to the respective defense shall be payable by us against general expenses, which shall only be refunded to the Company by\nthe director in question, the General Director or the relevant manager in question, when required pursuant to a firm court order releasing the Company from its indemnity obligations.\n\nLiquidation Rights\n\nAny liquidation of the Company shall be carried out in the manner provided under the valid General Law of Mercantile Companies. The shareholders’ meeting, in the act\nof agreeing to the dissolution, should establish the rules that, in addition to the legal provisions and the provisions provided herein, should dictate the actions of the liquidators. Holders of 75% of the votes entitled to be cast\nare required to approve a liquidation of the Company.\n\nDividends\n\nDividends are declared by the shareholders. All holders of common stock (represented by Shares, CPOs or ADSs) will share equally on a per share basis in any dividend\ndeclared by our shareholders.\n\nCertain Voting Rights\n\nOur only class of outstanding capital stock consists of Shares. Shares, when properly issued, are fully voting shares of capital stock without par value.\n\n86\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nPreemptive and Other Rights\n\nIn case of a capital increase, except in the case of treasury shares (in which case no preemptive rights applies), the holders of Shares have the preemptive right to\nsubscribe for the new shares issued as a result of a capital increase, in proportion to the number of Shares owned by each of them.\n\nC.          Material Contracts\n\nSee Item 4. “Information on the Company - History and Development of the Company” and Item 5. “Operating and Financial Review and Prospects - Liquidity and Capital\nResources.”\n\n D.          Exchange Controls\n\nThere are currently no exchange controls in Mexico; however, Mexico has imposed foreign exchange controls in the past. Pursuant to the provisions of the USMCA, if\nMexico experiences serious balance of payment difficulties or the threat thereof in the future, Mexico would have the right to impose foreign exchange controls on investments made in Mexico, including those made by U.S. and Canadian\ninvestors.\n\nE.          Taxation\n\nUnited States Federal Income and Mexican Federal Taxation\n\nThe following is a summary of certain United States federal income tax and certain Mexican federal tax consequences related to the acquisition, ownership, and\ndisposition of our ADSs by certain holders.\n\nThe Convention for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion and a Protocol thereto between the United States and Mexico became effective\non January 1, 1994 and has been amended by additional protocols (collectively, the “Tax Treaty”). The United States and Mexico have also entered into an agreement concerning the exchange of information with respect to tax matters.\n\nThis summary is not intended as tax advice to any particular holder of ADSs, which can be rendered only in light of that holder’s particular circumstances.\nAccordingly, each holder of ADSs is urged to consult such holder’s tax advisor with respect to the specific tax consequences to such holder of the acquisition, ownership and disposition of our ADSs, including the availability and\napplicability of any tax treaty to such holder.\n\nThe summary with respect to certain United States federal income tax consequences is based on the Internal Revenue Code of 1986 (the “Code”), the Treasury\nRegulations promulgated thereunder, and administrative and judicial interpretations thereof, all as of the date of this Annual Report and as applicable in the current taxable year, and all of which are subject to change, possibly\nwith retroactive effect, or to different interpretations. The summary with respect to certain Mexican federal taxes is based on the Mexican federal tax laws, the Tax Treaty, regulations issued thereunder, rulings and general rules\nissued by the Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito Público), official pronouncements and judicial decisions, all as of the date of this Annual Report, and\nall of which are subject to change, possibly with retroactive effect, or to different interpretations.\n\nGeneral\n\nFor purposes of this summary, a “U.S. holder” means a beneficial owner of ADSs, who is, for U.S. federal income tax purposes, (i) a citizen or individual resident of\nthe United States, (ii) a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States, any state therein or the District of Columbia, (iii) an estate, the income of which is\nsubject to U.S. federal income taxation regardless of source, or (iv) a trust, if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States\npersons have the authority to control all substantial decisions of the trust or (B) the trust has a valid election in place to be treated as a United States trust. A “non-U.S. holder” is any holder other than a U.S. holder (and that\nis not a partnership or other entity that is a flow-through entity for U.S. tax purposes). The tax treatment of persons who hold their ADSs through a partnership (including an entity treated as a partnership or other flow-through\nentity for U.S. federal income tax purposes) generally will depend upon the status of the partner and the activities of the partnership. Partners in a partnership holding ADSs should consult their tax advisors.\n\n87\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nFor purposes of this summary, a “non-resident U.S. holder” is a U.S. holder that is a non-resident of Mexico for Mexican federal tax purposes and that does not have\na permanent establishment in Mexico. In general, for Mexican federal tax purposes, an individual is a resident of Mexico if he has established his home in Mexico, unless he has a home both in Mexico and abroad; in such case, an\nindividual will be considered to be a resident of Mexico if the individual’s “center of vital interests” is in Mexico. For these purposes, the center of vital interests will be considered to be located in Mexico, among other cases,\nif either (i) more than 50% of the individual’s total income in a calendar year is derived from sources in Mexico, or (ii) the main center of the individual’s professional activities is located in Mexico. Mexican nationals who are\nstate officials or state workers are deemed to be residents of Mexico, even though their individual center of vital interests is located abroad. A Mexican national is presumed to be a resident of Mexico unless such person can\ndemonstrate otherwise. A legal entity is a resident of Mexico if it maintains the principal administration of its business or the effective location of its management in Mexico. If a legal entity or an individual is deemed to have a\npermanent establishment in Mexico for Mexican federal income tax purposes, all income attributable to such permanent establishment will be subject to Mexican federal income tax, in accordance with applicable laws.\n\nIf an individual or legal entity ceases to be a resident of Mexico for Mexican federal tax purposes, such individual or legal entity must make certain filings with\nthe Mexican tax authorities generally within a 15-day period before its change of residency.\n\nA non-resident of Mexico is an individual or legal entity that does not satisfy the requirements to be considered a resident of Mexico for Mexican federal tax\npurposes.\n\nCertain Mexican Federal Tax Consequences\n\nThis summary of certain Mexican federal tax consequences relates only to non-resident U.S. holders of our ADSs. This summary does not address all of the Mexican tax\nconsequences that may be applicable to specific holders of the Shares (including a holder that controls the Company, an investor that holds 10% or more of the Shares or holders that constitute a group of persons for purposes of\nMexican law).\n\nDividends - Dividends distributed from net taxable profits generated after or during 2014, either in cash or in any other\nform, paid with respect to the Shares underlying the CPOs represented by our ADSs generally will  be subject to a 10% Mexican withholding tax. Our ADSs are not subject to Mexican withholding tax if such dividends were distributed\nfrom the net taxable profits generated before 2014.  However, a U.S. Holder that is eligible to claim the benefits of the Tax Treaty may be exempt from or subject to a lower withholding tax rate on dividends paid with respect to the\nshares underlying the CPOs, including those CPOs represented by ADSs.\n\nCapital Gains - Capital gains arising from the sale or other disposition of our ADSs carried out through a stock exchange\nrecognized under applicable Mexican tax law, generally will be subject to a 10% Mexican income tax to be withheld by the financial intermediary, except in cases when the transferor asserts its residency in a country with which\nMexico has entered into a tax treaty for the avoidance of double taxation, in which case the non-resident holder will not be subject to Mexican tax.\n\nIn compliance with certain requirements, gains on the sale or other disposition of ADSs made in circumstances different from those set forth in the prior paragraph\ngenerally would be subject to Mexican tax, at the general rate of 25% of the gross income, regardless of the nationality or residence of the transferor. However, under the Tax Treaty, a holder that is eligible to claim the benefits\nof the Tax Treaty will be exempt from Mexican tax on gains realized on a sale or other disposition of our ADSs in a transaction that is not carried out through the Mexican Stock Exchange or other approved securities markets, so long\nas the holder did not own, directly or indirectly, 25% or more of our outstanding capital stock (including shares represented by our ADSs) within the 12-month period preceding such sale or other disposition.\n\n88\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nDeposits and withdrawals of ADSs will not give rise to any Mexican tax or transfer duties.\n\nIn general, commissions paid in brokerage transactions for the sale of our ADSs on the Mexican Stock Exchange are subject to a value-added tax of 16%.\n\nOther Mexican Taxes - There are no Mexican inheritance, succession taxes or value-added taxes applicable to the ownership,\ntransfer or disposition of our ADSs. Gratuitous transfers of our ADSs may, in some circumstances, subject the recipient to Mexican federal income tax. There are no Mexican stamp, issue, registration or similar taxes or duties\npayable by non-resident U.S. holders with respect to our ADSs.\n\n Certain United States Federal Income Tax Consequences\n\nU.S. Holders\n\nThe following is a summary of certain United States federal income tax consequences to U.S. holders of the acquisition, ownership and disposition of ADSs. This\ndiscussion does not purport to be tax or legal advice and may not be applicable depending upon a U.S. holder’s particular situation.\n\nEach U.S. holder should consult such U.S. holder’s own tax advisor with respect to the current and, possibly future, U.S. federal, state, local\nand foreign tax consequences to such U.S. holder of the acquisition, ownership and disposition of ADSs.\n\nThis summary is directed solely at U.S. holders that hold their ADSs as capital assets and whose functional currency is the Dollar. This summary does not discuss all\nof the U.S. federal income tax consequences that may be relevant to U.S. holders, particularly those that may be subject to special treatment under U.S. federal income tax laws, including, but not limited to, partnerships, banks,\nfinancial institutions, thrifts, real estate investment trusts, regulated investment companies, insurance companies, dealers in securities or currencies, U.S. holders whose functional currency is not the U.S. dollar, tax-exempt\ninvestors, expatriates, former long-term U.S. residents, U.S. holders that reside outside the United States, persons who received shares in return for services rendered or in connection with their employment, securities traders who\nelect to account for their investments in ADSs on a mark-to-market basis, persons that own (or are deemed to own for U.S. tax purposes) 10% or more of the voting stock or value of the Company, U.S. Holders that must accrue income\npursuant to Section 451(b) of the Code, or persons that hold their ADSs as part of a hedge, straddle, conversion or other integrated transaction. This summary does not discuss any United States federal estate, gift or alternative\nminimum tax consequences or the tax laws of any state, local or foreign government that may be applicable.\n\nFor United States federal income tax purposes, a holder of an ADS generally will be treated as the beneficial owner of the CPOs represented by such ADS and such CPOs\nshould represent a beneficial interest in the underlying Shares represented by such CPOs.\n\nDistributions - Distributions with respect to our ADSs (without reduction for Mexican withholding tax) that are paid out of\nour current or accumulated earnings and profits (as determined for United States federal income tax purposes) will be includible in the gross income of a U.S. holder as dividend income when the distributions are received by CPO\ntrustee, and, in general, will not be eligible for the dividends received deduction otherwise allowable to U.S. holders that are corporations. To the extent that a distribution exceeds our current and accumulated earnings and\nprofits, it will be treated first as a nontaxable return of the U.S. holder’s adjusted tax basis in its ADSs to the extent of such tax basis, and then as gain from the sale or exchange of a capital asset.\n\nA U.S. holder may be entitled, subject to a number of complex limitations and conditions (including a minimum holding period requirement), to claim a U.S. foreign\ntax credit in respect of any Mexican income taxes withheld on dividends received in respect of the ADSs. Subject to certain limitations, a U.S. holder who does not elect to claim a credit for any foreign income taxes paid during the\ntaxable year may instead claim a deduction in respect of such income taxes provided the U.S. Holder elects to deduct (rather than credit) all foreign income taxes for that year. Dividends received in respect of ADSs generally will\nbe treated as foreign-source income, and generally will be treated as passive category income for most U.S. Holders. The rules relating to computing foreign tax credits or deducting foreign taxes are extremely complex, and U.S.\nholders should consult their own tax advisors regarding the availability of foreign tax credits under their particular circumstances.\n\n89\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nThe amount of any dividend paid in Pesos will be includible in a U.S. Holder’s gross income in a U.S. dollar amount calculated by reference to the exchange rate in\neffect on the day the pesos are actually or constructively received by the CPO trustee, regardless of whether the Pesos are converted into Dollars at that time. A U.S. holder will have a basis in the Pesos received equal to their\nDollar value on the date of receipt. If the distribution is converted into Dollars on the date of receipt, U.S. holders should not be required to recognize foreign currency gain or loss in respect of the dividend income. Any gains\nor losses resulting from the conversion of Pesos into Dollars after the date on which the distribution is received generally will be treated as U.S. source ordinary income or loss.\n\nSubject to certain exceptions for short-term and hedged positions, dividends received with respect to the ADSs by an individual U.S. holder generally will be subject\nto United States federal income tax at preferential rates applicable to long-term capital gain if the dividends are “qualified dividends.” Qualified dividends with respect to an individual U.S. holder generally include dividends\nthat are received from a “qualified foreign corporation”, provided the U.S. holder meets certain holding period requirements with respect to its ownership of such qualified foreign corporation. A qualified foreign corporation\ngenerally includes a foreign corporation if (A) (i) its shares, including its ADSs, are readily tradable on an established securities market in the United States, or (ii) it is eligible for the benefits of a comprehensive income tax\ntreaty with the United States that the Internal Revenue Service (“IRS”) has approved for purposes of the qualified dividend rule, and (B) it was not a passive foreign investment company (“PFIC”) in the taxable year in which the\ndividend was paid or in the preceding taxable year. The U.S. Treasury has approved the Tax Treaty for the purposes of the qualified dividend rules, and we believe that we should be eligible for the benefits of the Tax Treaty.\nFurther, as discussed below, we believe that we are not a PFIC. Therefore, we believe that dividends paid to an individual U.S. holder with respect to the ADSs may be subject to U.S. federal income tax at preferential rates\napplicable to long-term capital gain, provided such U.S. holder otherwise meets the requirements for the application of such rate. U.S. holders should consult their tax advisers regarding the availability of the preferential\ndividend tax rates in light of their particular circumstances.\n\nDispositions - In general, upon the sale or other disposition of ADSs, a U.S. holder will recognize gain or loss equal to\nthe difference between the amount realized on the sale or disposition (in Dollars, generally determined at the spot rate on the date of disposition if the amount realized is denominated in a foreign currency) and the U.S. holder’s\nadjusted tax basis in the ADSs (in Dollars). The gain or loss generally will be long-term capital gain or loss if the ADSs have been held for more than one year on the date of the sale or other disposition. Certain non-corporate\nU.S. Holders (including individuals) may be eligible for preferential rates of U.S. federal income tax in respect of long-term capital gains. The deductibility of capital losses is subject to limitations. Deposits and withdrawals of\nCPOs by a U.S. holder in exchange for ADSs generally will not result in the realization of gain or loss for U.S. federal income tax purposes. Unless treated otherwise pursuant to an applicable tax treaty, gain or loss recognized by\na U.S. holder on a sale or other disposition of ADSs generally will be treated as gain or loss from sources within the United States for United States foreign tax credit purposes.\n\nIn addition, under current law, certain U.S. Investors that are individuals, estates or trusts are required to pay an additional 3.8% tax on various types of\ninvestment income. Such U.S. Investors should consult their tax advisors regarding the applicability and the effect of this tax with respect to an investment in our ADSs.\n\nPFIC - A non-U.S. corporation is a PFIC for any taxable year in which, after applying relevant look-through rules with\nrespect to the income and assets of subsidiaries:\n\n•\n\n75% or more of its gross income consists of passive income; or\n\n•\n\n50% or more of the average quarterly value of its gross assets consists of assets that produce, or are held for the production of, passive income.\n\n“Passive income” for this purpose includes, for example, dividends, interest, royalties, rents and gains from commodities and securities transactions. Passive income\ndoes not include rents and royalties derived from the active conduct of a trade or business. If the stock of a non-U.S. corporation is publicly traded for the taxable year, the asset test is applied using the fair market value of\nthe assets for purposes of measuring such corporation’s assets. If we own at least 25% (by value) of the stock of another corporation, we will be treated, for purposes of the PFIC tests, as owning our proportionate share of the\nother corporation’s assets and receiving our proportionate share of the other corporation’s income for purposes of the PFIC income and asset tests.\n\n90\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nWe believe that we were not a PFIC for United States federal income tax purposes. However, because PFIC status depends upon the annual composition of our income and\nassets and the market value of our assets (including certain equity investments of less than 25%) and because the characterization of certain income and assets is uncertain under the PFIC rules, there can be no assurance that we\nwill not be considered a PFIC for any taxable year. If we were treated as a PFIC for any taxable year during which a U.S. holder held ADSs, certain adverse consequences could apply to such U.S. holder.\n\n In general, if we were treated as a PFIC for any taxable year, gain recognized by a U.S. holder on the sale or other disposition of ADSs would be allocated ratably\nover the U.S. holder’s holding period for such ADSs. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each\nother taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, and an interest charge would be imposed on the tax liability attributable to such amounts. Further, generally,\nto the extent any distribution during a taxable year to a U.S. holder in respect of ADSs exceeds 125% of the average of the annual distributions in respect of such ADSs received by such U.S. holder during the preceding three taxable\nyears; such “excess distribution” would be subject to taxation as described in the preceding sentence. Certain elections may be available to mitigate the adverse consequences resulting from PFIC status.\n\nIf we were regarded as a PFIC, a U.S. Holder would be required to file an annual information return on IRS Form 8621 relating to the holder’s ownership of the shares\nor ADSs. A failure to file this return will suspend the statute of limitations with respect to any tax return, event, or period to which such report relates (potentially including with respect to items that do not relate to a U.S.\nHolder’s investment in the ADSs). This requirement would be in addition to other reporting requirements applicable to ownership in a PFIC.\n\nInformation Reporting and Backup Withholding - Dividends on, and proceeds from the sale or other disposition of, ADSs paid\nto a U.S. holder generally may be subject to the information reporting and backup withholding rules under the Code unless such U.S. holder (i) is a corporation or comes within certain exempt categories, and demonstrates this fact\nwhen so required, or (ii) provides a correct taxpayer identification number, certifies that it is not subject to backup withholding and otherwise complies with applicable requirements of the backup withholding rules - such as by\nproviding an IRS Form W-9. Any amount withheld under these rules generally will be allowed as a credit against the U.S. holder’s United States federal income tax liability, provided certain information is timely provided to the IRS.\n\nCertain U.S. Holders (including individual U.S. Holders) that hold certain specified foreign financial assets, including stock in a foreign corporation, with values\nin excess of certain thresholds are required to file Form 8938 with their United States Federal Income Tax return. Form 8938 requires disclosure of information concerning such foreign assets, including the value of the assets.\nFailure to file the form when required results in penalties. An exemption from reporting applies to foreign assets held through a US financial institution, generally including a non-U.S. branch or subsidiary of a U.S. institution\nand a U.S. branch of a non-US institution.\n\nNon-U.S. Holders\n\nA non-U.S. holder generally will not be subject to United States federal income or withholding tax on dividends received with respect to ADSs, unless such income is\neffectively connected with the conduct by such non-U.S. holder of a United States trade or business (or, in the case of a non-U.S. holder that qualifies for the benefits of an income tax treaty with the United States, if such income\nis attributable to a permanent establishment or fixed place of business of such non-U.S. holder in the United States).\n\nA non-U.S. holder of ADSs will not be subject to United States federal income or withholding tax on gain realized on the sale or other disposition of ADSs, unless\n(1) such gain is effectively connected with the conduct by such non-U.S. holder of a United States trade or business (or, in the case of a non-U.S. holder that qualifies for the benefits of an income tax treaty with the United\nStates, such gain is attributable to a permanent establishment or fixed place of business of such non-U.S. holder in the United States), or (2) in the case of gain realized by an individual non-U.S. holder, such non-U.S. holder is\npresent in the United States for 183 days or more in the taxable year of the sale or other disposition and certain other conditions are met.\n\nAlthough non-U.S. holders generally are exempt from backup withholding, a non-U.S. holder may be required to comply with U.S. backup withholding and FATCA with\ncertification and identification procedures in order to establish such exemption - such as by providing the applicable IRS Form W-8.\n\n91\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nF.          Dividends and Paying Agents\n\nNot applicable.\n\nG.          Statements by Experts\n\nNot applicable.\n\nH.          Documents On Display\n\nAll documents concerning the Company referred to herein may be inspected at our offices in Mexico City. We will provide a summary of such documents in\nEnglish upon request. In addition, we file reports, including annual reports on Form 20-F, and other information electronically with the SEC pursuant to the rules and regulations of the SEC that apply to foreign private issuers.\nAny filings we make electronically with the SEC will be available to the public over the Internet at the SEC’s website http://www.sec.gov.\n\nI.          Subsidiary Information\n\nNot applicable.\n\nJ.          Annual Report to Security Holders\n\nIf we are required to provide an annual report to security holders in response to the requirements of Form 6-K, we will submit the annual report to security holders\nin electronic format in accordance with the EDGAR Filer Manual."}