{"url_path":"/sec/gtmay/10-k/2026/item-9","section_key":"item-9","section_title":"Item 9 THE OFFER AND LISTING","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":933,"has_tables":true,"body_markdown":"ITEM 9.\n\nTHE OFFER AND LISTING\n\nA.          Offer and Listing Details\n\nOur Shares are currently listed on the Mexican Stock Exchange (Bolsa Mexicana de Valores, S.A. de C.V.) and trade under the symbol TMM A. Our CPOs do not trade independently of the\nShares on the Bolsa. Our ADSs are currently listed in the United States on the Over-the-Counter market and trade under the symbol GTMAY.\n\nB.          Plan of Distribution\n\nNot applicable.\n\nC.          Markets\n\nOur Series A Shares started trading on the Bolsa Mexicana de Valores, S.A. de C.V. (the “Mexican Stock Exchange” or the\n“Bolsa”) on September 24, 1980 and our Series L Shares began trading on August 9, 1991. In June 1992, L Share ADSs, each representing one Series L Share, were issued by Citibank, N.A. as depositary in exchange for Rule 144A ADSs as\npart of an initial public offering, and commenced trading on the NYSE. On September 13, 2002, we completed a reclassification of our Series L Shares of stock as Series A Shares. The reclassification combined our two classes of stock\ninto a single class by converting each share of our Series L Shares into one share of our Series A Shares. The reclassification also eliminated the variable portion of our capital stock and we became a fixed capital corporation (sociedad anónima). Following the reclassification, we had 56,963,137 Series A Shares outstanding. As a result of the elimination of the variable portion of our capital stock, our registered name\nchanged from Grupo TMM, S.A. de C.V. to Grupo TMM, S.A.\n\nAs a result of the promulgation of the new securities law in Mexico in June of 2006, public companies were transformed by operation of law into Sociedades Anónimas Bursátiles (Public Issuing Corporation) and were required to amend their bylaws to conform them to the provisions of the new law. On December 20, 2006, the Company added the\nterm “Bursátil” to its registered name to comply with the requirements under Mexico’s new securities law or Ley del Mercado de Valores, resulting in\nGrupo TMM, Sociedad Anónima Bursátil, or Grupo TMM, S.A.B. In addition, the Series A Shares of the Company were renamed and are now referred to as nominative common shares, without par value\n(“Shares”). The rights afforded by these new Shares are identical to the rights afforded by the former Series A Shares.\n\n78\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nOur Shares continue to trade in Mexico on the Mexican Stock Exchange under the ticker symbol TMMA. In the United States, our ADSs, each representing five CPOs, trade\non the OTC market under the ticker symbol GTMAY following their delisting from the NYSE on June 12, 2012. Our ADSs continue to be registered under the U.S. Securities Exchange Act of 1934 and are issued and exchanged in New York by\nThe Bank of New York Mellon, which replaced Citibank, N.A. as depositary on December 18, 2009. As of April 21, 2026, of the 174,553,127 outstanding Shares, 15,047,127 were held in the form of ADSs.\n\nThe CPOs do not trade independently of the Shares on the Bolsa. In the event that CPOs are sold to a Mexican national, the Shares underlying such CPOs will be\ndelivered directly to the purchaser through S.D. Indeval, S.A. de C.V. (“Indeval”). Indeval is a privately owned central securities depositary that acts as a clearing house, depositary,\ncustodian, settlement, and transfer agent and registration institution for Mexican Stock Exchange transactions, eliminating the need for physical transfer of securities. Because non-Mexican nationals cannot acquire direct interests\nin the Shares, in the event that the purchaser of such Shares is not a Mexican national, such Shares must be delivered in the form of CPOs through Indeval.\n\nLimitations Affecting ADS Holders and CPO Holders\n\nEach Share entitles the holder thereof to one vote at any of our shareholders’ meetings. Holders of CPOs are not entitled to vote the Shares underlying such CPOs.\nSuch voting rights are exercisable only by the CPO Trustee, which is required to vote all such Shares in the same manner as the holders of a majority of the Shares that are not held in the CPO Trust and that are voted at the\nrelevant meeting.\n\nWhenever a shareholders’ meeting approves a change of corporate purpose, change of domicile or restructuring from one type of corporate form to another, any\nshareholder who has voted against such change or restructuring has the right to withdraw as a shareholder and receive an amount equal to the book value of its shares (in accordance with our latest balance sheet approved by the\nannual ordinary general shareholders’ meeting), provided such shareholder exercises its right to withdraw during the 15-day period following the meeting at which such change or restructuring was approved. Because the CPO Trustee is\nrequired to vote the Shares held in the CPO Trust in the same manner as the holders of a majority of the Shares that are not held in the CPO Trust and that are voted at the relevant meeting, appraisal rights will not be available to\nholders of CPOs.\n\nShare Repurchase Program\n\nOn December 14, 2007, the Company announced that its Board of Directors had given its approval to constitute a reserve fund to repurchase Shares during their meeting\nheld in November of that year. The Share repurchase program was also approved by the Company’s shareholders at a shareholders’ meeting. The program was approved for an amount of up to US$10 million (approximately $205.1 million).\nThe Company has repurchased 1,577,700 Shares under the program since its approval in 2007.\n\nD.          Selling Shareholders\n\nNot applicable.\n\nE.          Dilution\n\nNot applicable.\n\nF.          Expenses of the Issue\n\nNot applicable."}