As established in current Bylaws, two types of general meetings may be held: ordinary and extraordinary.
Ordinary shareholders´ meetings are those convened to discuss any matter that is not reserved for extraordinary general shareholders' meetings.
Ordinary general shareholders´ meetings shall be held at least once a year within the four months following the end of each fiscal year and, pursuant to the provisions established in the LMV (Stock Market Law, LMV for its acronym in Spanish) or the Bylaws, shall have the following purposes: (i) approval of the financial statements of the previous fiscal year, (ii) discussion and approval of the annual reports of the Audit and Best Corporate Practices Committee, as well as the establishment of the manner in which the profits of the fiscal year will be applied (including, as the case may be, the payment of dividends), (iii) ) election of the members of the Board of Directors, (iv) appointment of the chairman of the Audit and Best Corporate Practices Committee, (v) approval of any increase or reduction of variable capital and the issuance of the corresponding shares, (vi) establishment of the maximum sum that may be used for the acquisition of treasury shares; and (vii) approval of any transaction that represents 20% or more of its consolidated assets during a fiscal year.
The extraordinary general shareholders´ meetings, which may be convened at any time, shall be meetings the purpose of which shall be the following: (i) changes in the duration, or dissolution, of the Company, (ii) increase or decrease of the fixed or variable part of the share capital and issuance of the corresponding shares, (iii) issue of shares for the execution of a public offering, (iv) any modification of the corporate purpose or nationality, (v) merger or transformation into any other type of company, (vi) issue of preferred shares, (vii) stock buyback with retained earnings, (viii) amendment of the Bylaws, including modifications to the control change clauses, (ix) any other matter described in applicable legislation or in the Bylaws, and (x) the cancellation of the registration of the shares in the RNV (National Securities Registry, RNV for its acronym in Spanish).
The Chairman of the Board of Directors or of the Audit and Best Corporate Practices Committee, the Secretary of the Board of Directors or the alternate thereof may convene a Shareholders´ meeting at any time. Shareholders of shares with voting rights, including limited or restricted, representing at least 10% of the share capital, may request that a general meeting of shareholders be convened. Likewise, in accordance with the Bylaws, any shareholder with ownership of shares shall have the right to issue a written request to the Board of Directors or the Chairman of the Audit and Best Corporate Practices Committee to call a general shareholders´ meeting in cases when no meeting has been held during two consecutive fiscal years or when the meetings held during that time have not addressed issues related to (i) the discussion, approval or modification of the senior officers report, (ii) the appointment of the members of the Board of Directors, or (iii) the establishment of the emoluments for senior officers.
The notice for the meetings shall be executed through the publication of a notice in the Official Gazette of the Federation or in one of the newspapers with the largest circulation in Mexico City. The aforementioned publication of the notice shall be made at least 15 days prior to the date established for the meeting. The corresponding notice shall include the Agenda and be signed by the person or persons in charge of the drafting thereof. The information and documents related to each of the points established in the Agenda shall be available to shareholders at the offices of the Company as of the moment the corresponding notice is published.
Shareholders or the representatives thereof, admitted to the meetings shall, at least 48 hours prior to the date and time set for the meeting, counted in business days, present their share certificates or proof of the titles of the shares deposited in the Indeval or in any other institution for the deposit of securities, that are the beneficiaries of a concession pursuant to the terms in the LMV. The aforementioned certificates of proof thereof shall be exchanged for a certification issued by the Group wherein the name and number of shares represented by the shareholder shall be recorded. These certifications shall serve as admission cards for the meetings. The members of the Board of Directors, the General Director and the officer appointed by the corporate entity in charge of providing the external audit services may attend the shareholders' meetings.
Shareholders may be represented in the shareholders' meetings by persons who certify their legal status by means of proxy forms that they complete and make available thereto through the stock market intermediaries or at the Company's offices, at least 15 calendar days prior to each meeting. The aforesaid forms shall comply with the requirements established in the LMV and the complementary provisions therein.
In order for an ordinary general shareholders´ meeting to be considered legally installed by virtue of the first call, at least 50% of the share capital shall be represented. In the event of a second or subsequent call, the ordinary general meeting shall be considered legally installed regardless of the number of shares represented.
In order for the resolutions of the ordinary general shareholders´ meeting to be valid, the aforesaid shall be adopted, in all cases, by a majority vote of the shares represented in the meeting.
For an extraordinary general shareholders´ meeting to be considered legally installed by virtue of the first call, at least 75% of the shares representing the share capital shall be represented. In the event of a second or subsequent call, for the extraordinary general shareholders meeting to be considered legally installed, a minimum of 50% of the shares representing the share capital shall be represented.
In order for the resolutions adopted during the extraordinary general shareholders´ meeting to be valid, the aforesaid shall be adopted, in all cases, by the favorable vote of shares representing at least 50% of the share capital.
This website uses cookies to help us give you the best experience when you visit our website. By continuing to use this website, you consent to our use of these cookies.