CHAPTER I - ICAFor information purposes only 1 ICA Tenedora, S.A. de C.V. BY-LAWS CHAPTER I CORPORATE NAME, ADDRESS, DURATION AND CORPORATE PURPOSE FIRST. The corporate name of the

For information purposes only

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ICA Tenedora, S.A. de C.V.

BY-LAWS

CHAPTER I

CORPORATE NAME, ADDRESS, DURATION AND CORPORATE PURPOSE

FIRST. The corporate name of the company will be “ICA TENEDORA”, which will

always be followed by the words “SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE”

or its abbreviation “S.A. DE C.V.” (the “Company”).

SECOND. The corporate address will be MEXICO CITY, however, the Company

may establish agencies, branches, offices, and any other facilities anywhere in the

Mexican Republic or abroad, as well as may submit to conventional domiciles,

without these acts being interpreted as a change of address.

THIRD. The duration of the Company will be INDEFINITE.

FOURTH. The corporate purpose of the Company will be the following:

To promote, constitute, organize, exploit, participate, acquire and participate in

the capital stock or patrimony of all kinds of legal entities, mercantile

companies, joint ventures, trusts, societies and/or civil associations or of any

other nature, both of national or foreign character, as well as participate in its

administration or liquidation, as well as any other object or purpose necessary

for the celebration of any activity, civil or commercial, of any kind. For the

realization and fulfillment of the corporate purpose of the Company, in addition

to the provisions of article 4 (fourth) of the General Law of Business

Corporations, it shall have the following powers, enunciatively but not in a

limited way:

a) To acquire any kind of rights, under any legal title on shares, interests, certificates of participation, bonds, obligations, social shares and all kinds of securities, of any kind of legal entities, business companies, joint ventures, trusts, companies and/or civil associations or of any other nature, both national and foreign, either being part of its creation or through subsequent acquisition or accession, as well as alienate, dispose, assign, encumber and/or negotiate such actions, interests, certificates of participation, bonds, obligations, social shares and securities.

b) To act as agent, representative, distributor or broker of individuals or legal entities, whether Mexican or foreign.


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c) To perform all kinds of commercial or industrial activities permitted by national or foreign laws and in accordance with the scope of these bylaws and that agreed upon by the General Shareholders Meeting of the Company.

d) To obtain all types of loans or credits, issue bonds, notes, commercial paper, stock certificates and any other credit instrument or equivalent instrument, without or with the granting of a specific guarantee.

e) To grant any kind of financing or loan to companies, associations, trusts and institutions in which the Company has an interest or participation, receiving or not specific real or personal guarantees.

f) To grant all types of personal and real guarantees and/or endorsements of obligations or credit instruments in charge of the Company or of companies, associations, trusts and institutions in which the Company has an interest or participation.

g) To subscribe and issue all kinds of credit instruments, as well as assign them and/or endorse them.

h) To acquire, lease, own, use, exploit and commercialize personal and real property necessary to fulfill its corporate purpose, as well as the acquisition, purchase and sale of other goods and/or rights required for the realization of its corporate purpose.

i) To acquire, register, conserve, use, sell, transfer, lease, license and/or assign the use, and in general dispose of all types of patents, trademarks, invention certificates, trade names, utility models, industrial designs , industrial secrets and any other industrial property rights, as well as copyrights, options on them and preferences, either in Mexico or abroad.

j) To celebrate, grant and execute all acts, whatever their legal nature, deemed necessary or convenient for the realization of the above purposes, including the association with other national or foreign persons.

k) To partially or fully manage companies; provide advisory services and technical, administrative, financial, accounting, legal, industrial, public and human relations consulting; as well as hiring personnel for the provision of professional services, administrative technicians and workers, for the industry in general and for the construction and operation of infrastructure projects in particular.

l) To carry out all types of issues and transactions with securities that are listed among the large investing public, on stock exchanges or foreign


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contribution systems, in terms of the provisions of the applicable legislation.

m) To hold all types of financing operations with national or foreign

institutions and in general to obtain all types of loans or credits, to issue any type of credit instrument or equivalent instrument, without or with the granting of specific personal or real guarantees.

n) To execute contracts, agreements and any other act of such nature for

the purpose of providing advisory services in, or management, business administration, accounting and financial management, equipment disposal, data processing and systems, planning, industrial relations, marketing, advertising, maintenance, preparation and training of personnel and any other related to the aforementioned purposes to all kinds of people.

o) To initiate, request and/or participate in any procedure of restructuring or

refinancing of its credits and liabilities, including commercial bankruptcies, or insolvency proceedings, in Mexico and/or abroad, whether in conciliation and/or bankruptcy stage , or the declaration or declaration of inability to comply with any payment obligation, and agree and implement with its creditors any type of withdrawal, waiting, capitalization of debts, refinancing or restructuring of its credits, as well as assume debt of its subsidiaries, affiliates or related parties.

p) To provide services in relation to the import, export, sale, lease,

representation, distribution and marketing of goods or products related to industry and commerce in general, to accept and confer commissions, mediations or agencies for the realization of the above purposes, as well as acting as commission agent, agent, distributor, representative or intermediary of all kinds of people, companies or national or foreign businesses that are related to its corporate purpose.

q) To contract or execute trusts, associations, companies for the

construction, maintenance, operation, conservation, financing, execution or exploitation of any act related or necessary for the realization of the aforementioned purposes.

r) To participate in all types of public and private tenders and biddings or

manage direct adjudication, to obtain all types of contracts for the provision of services, either directly, by means of, or in conjunction with, subsidiaries, affiliates or with third parties.

s) To grant all types of guarantees and guarantors of obligations, debt

securities or debt instruments in charge of the Company and/or persons, companies, associations and institutions in which the company has an interest or participation, or with which the Company has business


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relationships, acting as guarantor, joint obligor, surety or cosignatory of such persons, companies, associations or institutions.

t) To provide or receive all kinds of technical services, computer,

development of computer systems, telecommunications, administration, accounting, legal, financial, human resources, training and supervision of companies or individuals whether Mexican or foreign.

u) To hire the necessary personnel for the fulfillment of the corporate

purposes, to train them and to delegate to one or more persons the fulfillment of mandates, commissions, services and other activities of the corporate purpose.

v) The execution of any and all activities that are directly or indirectly

related to the acts, goods, rights, products, services and articles described in the foregoing purposes, whether in the United Mexican States or abroad.

w) In general, to celebrate all kinds of contracts, documents and legal acts

that are necessary or convenient for the realization of its corporate purpose.

x) To promote, participate and invest directly or indirectly in infrastructure

construction and operation projects. For such purpose, the Company may acquire, sell, encumber, securities, shares, social shares, holding securities, stock market or not, either of companies, associations or corporations, whichever through the subscription of capital stock in its creation or for the purchase of other shareholders or partners, whether national or foreign, in the national market or international markets, to execute contracts for the deposit or administration or custody of securities; to vote, enforce or not rights of preference, exercise or renounce economic and corporate rights inherent to such titles.

CHAPTER II

CAPITAL STOCK AND SHARES

FIFTH. The capital stock is variable. The fixed minimum part of the capital stock,

without right of withdrawal, is the amount of $21,349,470,723.81 M.N. (twenty one

thousand there hundred and forty nine million, four hundred and seventy thousand,

seven hundred and twenty three pesos 81/100 National Currency), represented by

171,007,157 (one hundred and seventy one million seven thousand one hundred

fifty seven) ordinary, nominative Series A Class I Shares, without expression of

nominal value..


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The variable part of the capital stock will be unlimited and will be represented by

ordinary, nominative shares of Class II, without the expression of nominal value.

Regardless of the Class, the shares representing the capital of the Company will

be divided into Series A shares and Series B shares.

Series A Shares: Series A shares will be ordinary shares, with full voting rights;

Series B Shares: Series B shares will have the same characteristics, rights and obligations as Series A shares, with the exception of the rights and characteristics described in this Article, which are issued to cover the Company's obligations under certain convertible credit agreement.

Series C Shares: Series C Shares will have the same characteristics, rights and obligations as Series A shares, with the exception of the rights and characteristics described in Article Seven.

Exclusively in the event of a capital increase that is subscribed and paid (i) through

the contribution and/or capitalization of accounts payable by the Company against

third parties (except for capitalization of accounts payable in favor of Empresas

ICA, S.A.B. de C.V. and ICAPITAL, S.A. de C.V., as long as they have the status

of shareholders of the Company); and/or (ii) through the contribution and/or

capitalization of accounts payable that the companies controlled by the Company

have with third parties and whose payment is assumed by the Company; and/or

(iii) through the contribution and/or capitalization of accounts payable by the

Company to related parties (as long as such accounts receivable had been

generated prior to the subscription of Series B shares); and/or (iv) the issuance

and subscription of shares for the creation of an incentive plan for senior

managers of the Company and its controlled companies that, if applicable, are

issued at any time (together, the “Special Capital Increases”), the Series B shares

will have the special anti-dilution right consisting in that, in order for any Special

Capital Increase to not affect the percentage of participation of the holders of

Series B shares, and exclusively in the events described above will show the

following:

At any meeting of shareholders, or unanimous resolutions in which it is decided to

carry out a Special Capital Increase, regardless of whether or not the Series B

shareholders are present:

a) The capital shall be increased by an additional amount of $1.00 (one Peso 00/100 National Currency);


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b) The number of Series B shares required to represent at least the percentage of the subscribed and paid capital stock of the Company that represents, at the time of adoption of such resolution, Series B shares shall be issued;

c) The total subscription price of the total Series B shares issued as a result of the provisions of paragraph a above will be $1.00 (one peso 00/100 National Currency);

d) The only shareholders that may subscribe Series B shares will be the same shareholders that at the time of the capital increase are holders of Series B shares, in the proportion corresponding to them, except in and pursuant to the first meeting that resolves the issuance of the Series B shares, in which there may be new shareholders or holders of Series A shares who subscribe for Series B shares.

The Series B shares may be converted, at the election of the shareholder holder of

the Series B shares, into Series A shares, by means of a notification by the

shareholder of the Series B shares to the Board of Directors of the Company, in

which it manifests its will to carry out the conversion.

Furthermore, any trust established by the Company to which shares of such

Company are contributed (the “Trust”), as a Series A Shareholder, shall be entitled

to request at any time to the Board of Directors of the Company the conversion of

its shares to Series C shares, by means of a notification, manifesting its will to

carry out the conversion.

SIXTH. Except for those preferred shares or shares with special rights issued by

the Company in accordance with these bylaws, all shares will have equal rights

and obligations.

Nevertheless, any provision that is approved by the shareholders of the Company,

other than those resolutions adopted by the Shareholders' Meeting that resolved

the issuance of Series B shares, and that affects in any way the rights of the

holders of the shares of Series B and/or of those shareholders who, directly or

through their Affiliates, hold 30% (thirty percent) or more of the total number of

shares with voting rights representing the Company's capital stock (each, a

“Relevant Shareholder”, and, collectively, the “Relevant Shareholders”) described

in these Bylaws, shall be approved by all the holders of the Series B Shares and/or

the Relevant Shareholders, as applicable.

For purposes of the provisions set forth in these Bylaws, “Affiliate” will be

understood, with respect to any shareholder that is a legal entity, any person who

directly or indirectly has control of or is controlled by such shareholder, or together

with such shareholder, is under the common control of that person and in the case

of individual shareholders, their spouse, any blood relative, up to the fourth degree.


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For purposes of these Bylaws, the term “control” (which includes, with a correlative

meaning, the terms “controlling”, “controlled by” and “under common control with”),

used with respect to any shareholder, will mean the authority, direct or indirect, to

direct or determine the direction of the administration or policies of such person,

either through the ownership of more than 50% (fifty percent) of the shares with

voting rights, by contract or by other way.

SEVENTH. The increases and reductions of the capital stock will be regulated by

the following rules:

a) The increases and reductions of the fixed part of the capital stock will be made by resolution of the general extraordinary shareholders' meeting, with the consequent amendment of the bylaws, complying with the provisions set forth in article 9 (ninth) of the General Law of Business Corporations.

b) The increases and reductions of the variable part of the capital stock can be carried out by resolution of the general ordinary shareholders' meeting, pursuant with the applicable legislation.

c) Any increase and reduction of the capital stock will be recorded in the Shares Register Book and in the Capital Variation Book that the Company will keep for that purpose.

d) The increases in capital stock may be made through capitalization of accounts of stockholders' equity referred to in article 116 (one hundred and sixteen) of the General Law of Business Corporations, or through payment in cash, goods or rights, or through capitalization of passives.

e) Decreases in capital stock may be made to absorb losses, to reimburse shareholders or release them from unrealized exhibitions, or in the event that the withdrawal right is exercised.

I. The decrease of the capital stock, as a result of a shareholder, apart from a

Series C shareholder, exercising his right to withdraw, totally or partially, his

contribution relative to the shares representing the variable part of the capital

stock of which he is the owner, in addition to adhering to what is ordered in the

articles 220 (two hundred and twenty) and 221 (two hundred twenty-one) of the

General Law of Business Corporations, will be subject to the following:

(i) The corresponding reimbursement will be paid at the book value of the shares according to the statement of financial position that corresponds to the closing of the quarter in which the withdrawal must take effect, previously approved by the Board of Directors of the Company.


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(ii) The payment of the reimbursement will be required from the day following the celebration of the Ordinary General Shareholders' Meeting that has approved the statement of financial position corresponding to the fiscal year in which the withdrawal must take effect.

(iii) The redemption or withdrawal of shares, unless otherwise agreed by all the shareholders, must be carried out among the shareholders in proportion to the shares of which each one is the owner.

II. The decrease of the capital stock, as a result of a Series C Shares shareholder

exercising its right to withdraw, totally or partially, his contribution regarding the

shares representing the variable portion of the capital stock of which it is the

owner, in addition to complying with what is ordered in the articles 220 (two

hundred and twenty) and 221 (two hundred twenty-one) of the General Law of

Business Corporations, will be subject to the following:

(i) The corresponding reimbursement will be paid at the same value as the subscription value of the Series C Shares.

(ii) The payment of the reimbursement will be due as of the date established by the Ordinary General Shareholders' Meeting that approves the withdraw and corresponding decrease of the capital stock.

If the withdrawal right is notified during the first three quarters of a fiscal year,

the payment of the reimbursement will be required considering the book value of

the shares that show the financial statements corresponding to that fiscal year. If

the right of withdrawal is exercised during the fourth quarter of a fiscal year, the

reimbursement will be required considering the book value of the shares that

show the financial statements of the following fiscal year, once approved by the

Annual Ordinary General Meeting.

f) There will not be issued new shares until the shares previously subscribed have been fully paid or, if applicable, the shares that are not yet paid are canceled.

The Company may issue unsubscribed shares of any kind, as part of the

authorized capital stock, which will be reserved in the Company´s treasury to be

delivered to the subscribers as long as their subscription is made and pursuant

with terms and mechanisms determined by the shareholders meeting which

resolved its issuance, as the case may be; in the understanding that the Company

may increase its capital and issue new shares without those shares being

subscribed or paid, in accordance with the applicable legislation.

CHAPTER III

PREFERENTIAL RIGHT


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EIGHTH. Each shareholder shall have a preferential right to subscribe and acquire

new shares issued by the Company as a consequence of a capital increase, on a

pro rata basis pursuant to the number of shares owned by such shareholder. This

preferential right shall be exercised within the term set forth for such purpose by

the shareholders’ agreement approving the capital increase, which in no event

shall be shorter than 15 (fifteen) calendar days counted (i) in the event of a capital

increase to the fixed portion, as of the following day of the publication of the

corresponding notice at the electronic system of the Ministry of Economy, or (ii) in

the event of a capital increase to the variable portion, as of the following day of the

date when the meeting approving the increase is held.

In the event that, upon expiration of the term during which the shareholders may

exercise their preferential right pursuant to the prior paragraph, there are still

additional shares to be subscribed, the shareholders that had subscribed shares,

shall have a second preferential right to subscribe the remaining shares on a pro

rata basis, considering those shares that they had subscribed and paid-in pursuant

to the previous paragraph.

This additional preferential right shall be exercised within the term set forth for such

purpose by the shareholders’ agreement approving the capital increase, which in

no event shall be shorter than 5 (five) calendar days counted as of the following

day of the publication of the corresponding notice at the electronic system of the

Ministry of Economy.

In the event that, upon expiration of the additional term during referred to in the

prior paragraph, there are still additional shares to be subscribed, these may be

offered to third parties for their subscription and payment pursuant to the terms and

conditions approved by the shareholders’ meeting which approved the capital

increase, or pursuant to the terms set forth by the Board of Directors or the

delegates appointed by the meeting or the Board of Directors.

The shareholders shall have the same preferential right referred to in this Article in

connection with the subscription of options or warrants issued by the Company.

The shareholder shall not have the preferential right set forth in the previous

paragraphs in the event of (i) a merger of the Company approved pursuant to the

terms of these bylaws, or (ii) the conversion of obligations issued pursuant to the

Negotiable Instruments and Credit Transactions Law.

CHAPTER IV


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PROVISIONAL CERTIFICATES, STOCK CERTIFICATES, AND STOCK

REGISTRY

Ninth. The stock certificates and the provisional certificates shall contain the

information required by article 125 of the General Law of Business Corporations

and the full text of Article Thirteenth and Fourteenth of these Bylaws. Such stock

certificates and provisional certificates shall be signed by any two (2) Board

members appointed by the Relevant Shareholders.

Such signatures may be original or may be printed through facsimile, provided that,

in such latter event, the original signatures are deposited in the Public Registry of

Commerce of the corporate domicile of the Company.

The stock certificates and provisional certificates may have dividends’ coupons

adhered thereat.

In addition to the former, the provisional certificates or stock certificates

representing the shares of the capital stock of the Company, shall include the

following text:

“The shares represented by this certificate shall be subject to the terms and

conditions (including voting and transfer restrictions) included in the bylaws of ICA

Tenedora, S.A. de C.V. (the “Company”), a copy of which may be obtained at the

domicile of the Company. No transfer, disposal, or lien of such shares shall be

recorded in the books of the Company, nor it shall have effects unless the

documents evidencing that the provisions included in the Bylaws have been

complied with, are presented. Any share transfer or disposal referred to in this

stock certificate no complying with the transfer restriction and other rights set forth

in the bylaws of the Company, shall be void and invalid and shall have no legal

effects, vis-à-vis, the Company.”

TENTH. The stock certificates and the provisional certificates may represent one or

more shares and any shareholder may request the Board of Directors to replace

the stock certificates or provisional certificates issued to them, and the issuance of

one or more new stock certificates to replace the former; provided that the total

number of shares represented by the new stock certificates or provisional

certificates shall be the same than the number of shares represented by the stock

certificates or provisional certificates being replaced. The costs incurred in

connection with any replacement of stock certificates or provisional certificates

shall be borne by requesting shareholder. Likewise, the Company shall issue the

necessary stock certificate(s) to carry out the replacement of the former

certificates, evidencing shares of the corresponding Series pursuant to the terms

set forth in Article Fifth of these Bylaws.


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ELEVENTH. In the event any stock certificate or the provisional certificate is lost,

stolen, or destroyed, then the issuance of a duplicate certificate shall be subject to

the provisions of Chapter One, Title One, of the General Law of Negotiable

Instruments and Credit Transactions. The stock certificates or the provisional

certificates to be issued as duplicates, shall state so, and shall state that the

original stock certificates or provisional certificates have been cancelled. All costs

to carry out the substitution of stock certificates or provisional certificates shall be

borne by the titleholder of the stock certificates or provisional certificates which are

being substituted.

TWELFTH. The Company shall have a Stock Registry Book which in which all

shares, the name, nationality, and domicile of the shareholders, shall be recorded,

including if such shares have been fully or partially paid, listing the payments

made, and recording shares transfers.

The Secretary of the Board of Directors of the Company shall be the custodian of

the Stock Registry Book unless and until the shareholders appoint a different

person as custodian. All transfer of shares shall become legally effective, vis-à-vis,

the Company as of the date when such transfer is recorded in the Stock Registry

Book.

The Stock registry Book shall be closed during the terms commencing as of the

prior business day when a shareholders’ meeting is to be held, until the

shareholders’ meeting is adjourned. During such terms, no registration shall be

made in such Stock Registry Book.

CHAPTER V

NATIONALITY AND FOREIGN SHAREHOLDERS

THIRTEENTH. Foreign Investors. The Company has Mexican nationality. The

shareholders agree upon the admission of foreign investors pursuant to article 14

of the Regulation to the Foreign Investment and Foreign Investment National

Registry Law; thus, the current or future foreign shareholder of the Company

undertake before the Ministry of Foreign Affairs to be deemed as nationals with

respect of: I. The shares or rights they acquire in the Company; II. The assets,

rights, concessions, participations, or interests owned by the Company; and III.

The rights and obligations deriving from the agreements executed by the

Company. Likewise, the current and future foreign shareholders waive to invoke

the protection of their governments under the penalty upon the breach of such

undertaking, of forfeiting such interest in favor of the Mexican Nation.


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CHAPTER VI

TRANSFER OF SHARES

FOURTEENTH. (a) No Shareholder that owns, directly or throughout an Affiliate,

shares that represent between 5% (five percent) and up to, and including, 29.99%

(twenty nine point ninety nine percent) of capital stock of the Company, may,

directly or indirectly, sell, transfer, donate, assign or in any other manner dispose

(any of the foregoing acts, a “Transfer”) of its shares (or the corporate and/or

economic rights thereof) to, or in favor of, any individual or entity, Mexican or

foreign, unless for a Transfer carried out pursuant to these Bylaws complying with

the requirements set forth in these Bylaws (a “Permitted Transfer”).

In the event any Shareholder that owns, directly or throughout an Affiliate, shares

that represent between 5% (five percent) and up to, including, 29.99% (twenty nine

point ninety nine percent) of capital stock of the Company, aims to Encumber their

shares, the Shareholder shall notify it in writing to the Board of Directors of the

Company at least with 5 business days in advance. Such notice shall contain all

the features of the Lien, as well as the obligation which will be secured by such

Lien, if applicable. The foregoing, provided that any execution of a Lien shall be

subject to the Right of First Offer set forth in this Article, in the understanding that

any execution of a Lien in violation of this article shall be deem invalid. For

purposes of these Bylaws, “Lien/Encumber” shall mean as any mortgage, pledge,

charge, assignment, affectation, guarantee, reserve of domain, preferential right,

trust, lease, easement, compensation right, counter-claim, banking lien, privilege or

any kind of priority having as purpose to serve as guarantee, any endorsement or

appointment of beneficiaries or similar agreements pursuant to, or in connection

with, insurance policies, or any priority of a creditor over other creditor pursuant to

an statute. This paragraph shall be duplicated in all stock certificates that represent

capital stock of the Company, for all legal effects that may occur.

(b) Any Transfer shall solely be effective if the acquirer of the shares,

simultaneously to the proposed date when the transfer shall become effective,

agree to adhere to, and be bound by, the terms of these bylaws, mutatis mutandi,

in the same terms as the selling shareholder or group of selling shareholders would

be subject to; provided that any transfer made in contravention of this Article

Fourteenth, shall be void and shall have no legal effects, vis-à-vis, the Company or

the shareholders of the Company, in the understanding that the assignee may not

exercise any right with respect to the shares of the Company, and the Secretary of

the Board of Directors shall not be authorized to record the corresponding transfer

in the Stock Registry Book of the Company.


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(c) All Transfers, with the exception of those executed by the Relevant

Shareholders pursuant to the issuance of an Acceptance Notice in compliance with

the Right of First Offer referred to in Section A, below, may solely be carried out

with the prior written authorization of the Board of Directors, which shall not be

denied without a justification. Any attempt to Transfer shares contravening with the

foregoing shall be null and void and shall not be recorded in the stock registry of

the Company, nor shall it have any legal effect.

(d) Notwithstanding the provisions of paragraphs (a), (b), and (c) above, any

Shareholder may Transfer the shares owned by them to an Affiliate of such

Shareholder (including mortis cause Transfer to Affiliates, testamentary trusts in

favor of the Affiliates or management trusts in which the shareholder settlor

contributes the Shares owned by it, and such shareholder executes the trust also

as first degree beneficiary), as well as a mortis cause transfer of the shareholder,

or any other transfer made by the shareholder to his/her spouse, any ascendant or

descendant relative up to a forth degree relative.

A. Right of First Offer.

Any Shareholder that owns, directly or throughout an Affiliate, shares that

represent between 5% (five percent) and up to, including, 29.99% (twenty nine

point ninety nine percent) of capital stock of the Company, aiming to transfer, either

all or part of their shares representing the capital stock of the Company (the

“Selling Shareholder”), shall comply with the following procedure:

(i) Sale offer. In the event a Selling Shareholder, directly or indirectly, receives at any time a sale offer of one or more shares owned by such Shareholder (the “Purchase Offer”) from a third party different than the Relevant Shareholders and/or their Affiliates (the “Interested Third Party”), the Selling Shareholder shall deliver to the Relevant Shareholders and to the Secretary of the Board of Directors of the Company (whom shall immediately notify it to the other Relevant Shareholders) such Purchase Offer from the Interested Third Party, indicating (1) which and how many shares does the Interested Third Party is willing to acquire (the “Offered Shares”), and (2) the sale price of the shares offered by the Interested Third Party (“The Proposed Price by the Interested Third Party”). The Relevant Shareholders may request additional information or information supporting the Purchase Offer, in the understanding that the Selling Shareholder shall immediately deliver such information to comply with the timeframe/terms set forth below.

(ii) ROFO Term. The Relevant Shareholders shall have the right, but not the obligation, to match or improve, at its own discretion, the Purchase Offer from the Interested Third Party within the following 10 business days as of the date when they receive the Purchase Offer from the


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Interested Third Party delivered by the Selling Shareholder (“ROFO Term”). For such purpose, the shareholder(s) shall notify in writing to the Selling Shareholder, its(their) intent to purchase the Offered Shares at the Proposed Price by the Interested Third Party (the “Acceptance Notice”). Such ROFO Term may be extended by the Relevant Shareholders in the event they had requested additional information and if such information is not delivered within the following business day as of the request, or if such information is insufficient at the discretion of such Relevant Shareholders.

(iii) Transfer. If any of the Relevant Shareholder send an Acceptance Notice to the Shareholding Seller within the ROFO Term indicating their intent to acquire the Offered Shares, the purchase of such shares shall be made by the Relevant Shareholders whom sent the Acceptance Notice on a pro rata basis, and the price shall be paid within a term not exceeding 10 business days as of the Acceptance Notice. The foregoing, provided that the Selling Shareholder shall deliver to the Relevant Shareholders whom sent the Acceptance Notice, upon its satisfaction, copies of all documents forming part of the Purchase Offer. In the event such copies are not delivered within the following 2 calendar days as of the Acceptance Notice and/or such copies are insufficient, at the Relevant Shareholders’ (whom sent the Acceptance Notice) discretion, then the 10 business days’ term to carry out the aforementioned purchase may be extended by an additional 10 calendar days’ term counted as of the date when the Selling receive the documents upon their full satisfaction.

(iv) Termination. If upon termination of the ROFO Term, the Relevant Shareholders have not delivered an Acceptance Notice to them, or if the latter has not received an Acceptance Notice with respect to the Offered Shares, or having submitted such Notice within the ROFO Term, the purchaser shareholder(s) do(es) not close the purchase of the Offered Shares within the term set forth in item (iii) above, then the Seller, after obtaining the corresponding authorization from the Board of Directors, shall have the right to sale the Offered Shares to the Interested Third Party within a term not exceeding 5 calendar days as of the termination of the ROFO Term, pursuant to terms and conditions not more favorable for the third party purchaser. The Selling Shareholder, as well as the third party who acquires the Offered Shares, shall deliver to the Board of Directors of the Company copies of all the documents forming part of such sale, in which the features notified in the Purchase Offer are evidenced.

In the event that the transfer of Offered Shares to a third party is not

closed within the following 90 days as of the termination of the ROFO

Term or the features set forth in the Purchase Offer are modified, the

rights granted in this Article to the Relevant Shareholders shall be


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reinstated and the process set forth herein shall commence again in the

event the Seller desires to transfer in any manner the shares of the

Company owned by him/her/it, provided that in the event this is

contravened, the corresponding sale shall be considered null and void

and shall not be recorded in the stock registry of the Company, nor shall it

have any effects whatsoever.

B. Drag-Along Right.

(i) Drag-Along Right. In the event that one of more Relevant Shareholders that represent, individually or collectively, the 51% (fifty one percent) or more of the capital stock of the Company, if applicable, desire to transfer to, or receive an offer from an Interested Third Party to transfer, all, but not less than all, the shares representing the capital stock of the Company owned by them, the such Relevant Shareholder (or Relevant Shareholders, either case may be) shall have the right, but not the obligation, to demand the remaining shareholders of the Company, or those shareholders whom it may determine by its own discretion, to transfer, and the remaining shareholders shall have the obligation to transfer, all and not less than all the outstanding shares of the Company owned by them at that moment, jointly with, and simultaneously to, and in the same conditions than, the Relevant Shareholders.

(ii) Drag-Along Notice. In order to exercise the Drag-Along Right agreed upon in item (i) above, the corresponding Relevant Shareholders that intent to transfer to, or have received an offer from, a Interested Third Party, shall deliver a written notice to the Secretary of the Board of Directors (a “Drag-Along Notice”) with at least thirty (30) calendar days prior to the proposed closing date of the corresponding sale, whom shall publish shall notice in one of the largest national business newspapers within the following 5 calendar days as of receiving the Drag-Along Notice delivered by corresponding Relevant Shareholder.

(iii) Terms of the Drag-Along Notice. The Drag-Along Notice shall set forth: (1) the price in cash and/or in securities to be paid by the Interested Third Party, (2) the terms and conditions of the proposed transfer (including the proposed closing date), (3) the identity and other features of the Interested Third Party, and (4) the type of transaction.

(iv) Transfer. In the event the Relevant Shareholders send a Drag-Along

Notice, exercising its Drag-Along Right pursuant to this Article, on the transaction’s

closing date and upon all the closing conditions have been fulfilled, simultaneously

with the Relevant Shareholder, the corresponding shareholders shall sell to the

Interested Third Party all the shares of the Company owned by them at that

moment, in the same terms and conditions (including the price per share of the

Company), provided, that the closing of the transaction shall occur within a term

not exceeding ninety (90) calendar days counted as of the date when the Drag-


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Along Notice is published by the Secretary of the Board of Directors, and, in the

event closing does not occur within such timeframe, the remaining Shareholders of

the Company shall have no obligation to transfer their shares; and, if applicable.

(v) Default. Any Shareholder that refuses to sell its Shares in connection with a

Drag-Along Notice or, if the case may be, such shareholder interferes or obstructs

the exercise of such Drag-Along Right, will incur in a default to the Drag-Along

Right, and consequently, shall be sanctioned with a penalty equivalent to 40%

(forty percent) of price to be paid by the Interested Third Party

CHAPTER VII

SHAREHOLDERS MEETINGS

FIFTEENTH. The General Shareholders’ Meeting is the supreme body of the

Company and its resolutions shall be mandatory for all the shareholders, including

for those absent or dissident, who in any case would have the rights provided by

articles 201 (two hundred and one), 206 (two hundred and six) and other

applicable of the General Law on Commercial Companies.

SIXTEENTH. General Shareholders’ Meetings shall be Ordinary, Extraordinary or

Special.

a) The ordinary shareholders' meetings shall be those called to discuss and resolve on matters provided by articles 180 (one hundred and eighty) and 181 (one hundred and eighty one) of the General Law on Commercial Companies; increases or reductions in the variable part of the capital stock, and any other matters included in the agenda for such meeting that according to the law or these bylaws are not expressly reserved for an extraordinary or special shareholders' meeting.

b) The extraordinary shareholders' meetings shall be those called to discuss and resolve on any of the matters provided by article 182 (one hundred and eighty-two) of the General Law on Commercial Companies or those reserved for the extraordinary shareholders' meeting pursuant to these bylaws.

c) The special shareholders' meetings shall be those called by a category of shareholders to resolve on any matter affecting the rights of such category, pursuant to the provisions of article 195 (one hundred and ninety-five) of the General Law on Commercial Companies.

SEVENTEENTH. The following rules shall be observed regarding the shareholders'

meetings:


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a) Shareholders' meetings may be held at any time. Ordinary shareholders' meetings shall be held at least once a year within the first four months following the close of the Company's fiscal year.

b) All shareholders' meetings shall be held at the Company's corporate domicile, except in extreme cases of force majeure or acts of God.

c) The call for the meetings shall be made by the Board of Directors or by the Statutory Auditor; or even as per request of shareholders in terms of articles 168 (one hundred and sixty-eight), 184 (one hundred and eighty-four) and 185 (one hundred and eighty-five) of the General Law on Commercial Companies.

d) The call for general meetings, whether ordinary or extraordinary, and for

special meetings shall be published at least 15 (fifteen) calendar days in advance to the date indicated for holding the meeting, in the electronic system established by the Ministry of Economy (Secretaría de Economía).

e) The call for meetings shall express, at least, the date, time, place and agenda for the meeting and shall be signed by the person that is calling it (in the understanding that, if is being carried out by the Board of Directors, the call may be signed by its Chairman or Secretary).

f) Any shareholders' meeting may be held without requiring prior notice, and any shareholders' meeting suspended for any reason may be reconvened without prior notice, provided that, in both cases, the shareholders representing all of the shares entitled to vote in such meetings are present or represented at the time of voting.

g) If in a general ordinary or extraordinary meeting, all shareholders are assembled or represented, such meeting may resolve on matters of any nature and even on those matters not provided in the relevant agenda. The same rule shall apply in the event that all the shareholders of a category or of the corresponding categories are assembled or represented in a special meeting, which may decide on matters that are within its competence.

h) Only those individuals or legal entities registered in the Share Registry Book

shall be recognized as owners of the shares representing the capital stock of the Company, in order to be entitled to attend to a shareholders' meeting.

i) Any shareholder may be represented at a meeting by the person appointed by simple proxy letter or by another attorney-in-fact with sufficient authorities. Those persons holding the position of member of the Board of Directors, or Statutory Auditor of the Company, may not act as legal representatives of the shareholders in the meetings.


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j) The Chairman of the Board of Directors, assisted by the Secretary of the Company or of such Board, shall chair the shareholders' meetings. In case the above-mentioned persons are not present, the persons elected by simple majority vote of the shareholders present at the meeting may act as president and secretary of such meeting.

k) Before the installation of the shareholders' meeting, the chairman of the meeting shall appoint one or more tellers to certify the shareholders present at the meeting, the number of shares they own and the total number of votes each one of the shareholders has the right to use.

l) To consider a general ordinary shareholders' meeting as legally met by virtue of first call, at least half of the capital stock must be represented in it, and its resolutions will be valid when adopted by the majority vote of the shares represented therein.

In case of a second or subsequent call, a general ordinary shareholders'

meeting may be validly held regardless the number of shares represented

therein, and its resolutions will be valid when adopted by the majority vote of

the shares represented therein and the favorable vote of the Relevant

Shareholders.

m) To consider a general extraordinary shareholders' meeting as legally met by virtue of first call, at least three quarters of the capital stock must be represented therein, and its resolutions will be valid when adopted by the favorable vote of the shares representing at least the half of the capital stock.

In case of a second or subsequent call, a general extraordinary shareholders'

meeting may be validly held with any number of shares represented therein,

and its resolutions will be valid when adopted by the favorable vote of the

shares representing at least the half of the capital stock and by the favorable

vote of the Relevant Shareholders.

n) The same rules set forth in these bylaws for general extraordinary shareholders' meetings shall apply to special meetings, but referred to the relevant category or categories of shares.

o) Each share shall grant the right to cast a vote in any general ordinary or extraordinary shareholders' meeting, or in any special shareholders' meeting held by the owners of the shares of such category.

p) Once it has been verified that the installation quorum required by these bylaws has been met, the chairman of the meeting shall declare it as legally installed and shall discus the matters contained in the agenda of the relevant shareholders' meeting.


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q) The secretary of the shareholders' meeting shall prepare the minutes of the meeting, which must be transcribed in the corresponding shareholders' meeting minutes book and must be signed by the chairman and the secretary of the meeting, as well as by the statutory auditor(s) that attended to the meeting. Likewise, such secretary shall attach to the relevant minutes the following:

i) The documents evidencing that the calls were made in terms of these

bylaws;

ii) The proxy letters or copies of the powers-of-attorney of the legal

representatives of the shareholders;

iii) Reports, informs, opinions and other documentation submitted to the

meeting; and

iv) Copy of the minutes of the relevant meeting.

EIGHTEENTH. Resolutions adopted outside of a Meeting. Resolutions adopted

outside of a shareholders’ meeting by the unanimous vote of all the shareholders

with right to vote, shall be valid and legally adopted if and when confirmed in

writing.

The resolutions adopted outside of a meeting may be entered in the shareholders'

meeting minutes book and the relevant entry shall be signed by any two members

of the Board of Directors, by the Secretary, or by the delegate specially appointed

for such purpose; or they may even be kept in separate files under the

responsibility of the Secretary of the Board of Directors.

Any member of the Board of Directors, the Secretary or any delegate specially

appointed for that purpose shall be entitled to appear before a notary public in

order to fully or partially notarize the resolutions, if necessary or convenient.

CHAPTER VIII

MANAGEMENT

NINETEENTH. Management. The management of the Company shall be entrusted

to a Board of Directors, which shall be formed by at least five (5) members, but in

any case, an odd number, each of which may have an alternate member, in the

understanding that the Relevant Shareholders shall have the right, at any time, to

appoint half plus one of the totality of the members of the Board of Directors, and

their relevant alternates (provided that should there be two or more Relevant


20

Shareholders, they must decide, by majority, the exercise of the right described

above).

Shareholders representing 25% (twenty-five percent) of the Company's capital

stock shall have the right to appoint a member of the Board of Directors pursuant

to article 144 (one hundred forty-four) of the General Law on Commercial

Companies. The shareholders exercising their right to appoint a member of the

Board of Directors in terms of this Article cannot participate in the vote for the

appointment of the other members of such board.

In order to always keep an odd number in the integration of the Board of Directors,

in the event that a shareholder or group of shareholders with 25% (twenty five

percent) of the subscribed and paid capital stock of the Company, decides to

exercise its right and appoint a proprietary member and as a result the number of

members of the Board of Directors results in an even number, the Relevant

Shareholders shall have the right to appoint an additional member, increasing

automatically and without requiring to amend these bylaws or any other act, the

number of members of the Board of Directors of the Company, in order to maintain

at any time an odd number for the members of the Board of Directors, provided

however that the Relevant Shareholder may designate such additional member in

the event that it represents the half plus one of all of the members Board of

Directors.

TWENTIETH. The proprietary and alternate members of the Board of Directors

may or may not be shareholders of the Company; they will remain in office until

their successors have been duly appointed and have assumed their functions;

They may also be removed from their positions at any time by the shareholders of

the Series that appointed them. The members and alternate members of the Board

of Directors may be re-elected by the shareholders of the Series that appointed

them.

TWENTY-FIRST. The alternate members of the Board of Directors shall have the

right to attend the meetings of the Board of Directors and vote thereon, but only in

the absence of the proprietary member of which such alternate member is a

substitute. The proprietary members and alternate members may only be removed

from their position by the shareholders of the Series who appointed them, at any

time and at their sole discretion. Any alternate member appointed by shareholders

other than Relevant Shareholders shall have the right to substitute any proprietary

member appointed by shareholders other than Relevant Shareholders, any

alternate member appointed by the Relevant Shareholders shall have the right to

substitute any proprietary member appointed by the Relevant Shareholders.


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TWENTY-SECOND. Authorities of the Administration. The Board of Directors is the

legal representative of the Company and, consequently, it will be vested with the

following powers-of-attorney and authorities. Likewise, the Chairman of the Board

of Directors, individually, will have the following authorities:

1. GENERAL POWER-OF-ATTORNEY FOR LAWSUITS AND COLLECTIONS, in terms of the first paragraph of article 2554 (two thousand five hundred and fifty four) of the Civil Code applicable in Mexico City, and its correlative articles of the Civil Codes for each of the other federal entities of the United Mexican States and the Federal Civil Code, which is granted with all the general and special authorities that require special clauses pursuant to the law, including the special authorities referred by articles 2582 (two thousand five hundred and eighty-two) and 2587 (two thousand five hundred and eighty seven) of the Civil Code applicable in Mexico City and its correlative articles of the Civil Codes for all the States of the Mexican Republic and the Federal Civil Code.

Therefore the Board of Directors shall be authorized, but not limited, to:

demand the compliance with the obligations contracted in favor of the

Company; try and desist from all kinds of procedures, including the amparo

trial; compromise; engage in arbitration; absolve and articulate positions;

assign assets; recuse (recusar) judges; receive payments; and execute all

acts expressly determined by law, which include representing the Company

before judicial and administrative, criminal, civil or other kind of authorities,

with the faculty to submit criminal complaints, grant forgiveness, and to work

jointly with the Public Ministry in criminal procedure procedures.

2. GENERAL POWER-OF-ATTORNEY FOR ACTS OF ADMINISTRATION, pursuant to the second paragraph of article 2554 (two thousand five hundred and fifty four) of the Civil Code applicable in Mexico City and its correlative articles of the Civil Codes for all the States of the Mexican Republic and the Federal Civil Code.

3. GENERAL POWER-OF-ATTORNEY FOR LAWSUITS AND COLLECTIONS AND ACTS OF ADMINISTRATION ON LABOR MATTERS, with all the general authorities and even with the special ones that according to the law require special power or clause, in terms of the first and second paragraphs of article 2554 (two thousand five hundred and fifty-four) and of article 2587 (two thousand five hundred and eighty seven) of the Civil Code applicable in Mexico City and its correlative articles of the Civil Codes for all the States of the Mexican Republic and the Federal Civil Code, so that it represents the Company before employees, either individually or collectively, and before the relevant unions, and, in general, to represent the Company in labor disputes and carry out all the administrative acts of the Company in labor matters and represent it before the Conciliation and Arbitration Boards (Juntas de Conciliación y Arbitraje), both local and federal, and other labor authorities


22

listed in Article 123 (one hundred twenty-three) of the Political Constitution of the United Mexican States (Constitución Política de los Estados Unidos Mexicanos), to appear at the conciliation, demand and exceptions hearings, and to offer and admit evidence, and in each and every one of the instances, acts and proceedings of the labor proceedings, being further authorized to enter into agreements and settlements, propose conciliatorily arrangements, celebrate, negotiate and execute liquidation agreements, act as representative with the quality of administrator regarding all kinds of trials and labor procedures that are processed before any authority, and formalize and rescind labor agreements, in the understanding that all these authorities are granted in an enunciative and non-limiting manner; consequently, it will have the employer representation for the purposes of articles 11 (eleven), 46 (forty-six) and 47 (forty-seven) of the Federal Labor Law (Ley Federal del Trabajo) and also the legal representation of the Company, for the purposes of proving its personality and capacity in or out of court in terms of articles 692 (six hundred and ninety-two) and 693 (six hundred and ninety-three) of such law, it may appear to articulate and absolve positions, in terms of articles 786 (seven hundred and eighty and six) and 787 (seven hundred and eighty seven) of the aforementioned law, with the authority to hear and receive notifications, appear with all representation to the hearing referred to in Article 873 (eight hundred and seventy-three) of the Federal Labor Law, in terms of articles 875 (eight hundred and seventy-five), 876 (eight hundred and seventy-six), 878 (eight hundred and seventy-eight), 879 (eight hundred and seventy-nine), 880 (eight hundred and eighty) and other applicable articles of such law.

4. GENERAL POWER-OF-ATTORNEY FOR ACTS OF OWNERSHIP, pursuant to the third paragraph of article 2554 (two thousand five hundred and fifty four) of the Civil Code applicable in Mexico City and its correlative articles of the Civil Codes for all the States of the Mexican Republic and the Federal Civil Code.

5. Power-of-attorney to grant, execute, issue, negotiate, endorse and/or attest any kind of negotiable instruments pursuant to the Article Ninth of the General Law of Negotiable Instruments and Credit Transactions (Ley General de Títulos y Operaciones de Crédito), as well as to designate the persons authorized to carry out such acts.

6. Power-of-attorney to open and cancel bank accounts in the name of the Company, carry out deposits and draw funds from such accounts, and to authorize and appoint persons, who may draw funds from such accounts.

7. Authority to call shareholders' meetings in all cases provided by these bylaws or when it deems convenient, as well as to determine the place, date and time at which such meetings shall be held and to execute its resolutions.

8. Authority to formulate internal work regulations.


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9. Power-of-attorney to establish agencies, branches, offices, and any other facilities of the Company, anywhere in the Mexican Republic or abroad.

10. Power-of-attorney to grant and revoke powers-of-attorney, whether general or special, with the express authority to allow the attorneys-in-fact to grant powers-of-attorney on behalf of the company within the authorities conferred to them, as well as to grant powers-of-attorney; and so on, each attorney-in-fact to grant powers-of-attorney to grant powers-of-attorney.

11. Power-of-attorney to appoint attorneys-in-fact to attend partners' or shareholders' meetings, or meetings of similar bodies of the companies or other legal entities in which the Company has an interest as a partner, shareholder or in another way, as well as to determine the direction to vote the Company's interest at such meetings.

12. Power-of-attorney to establish the committees or special commissions that it considers necessary for the development of the operations of the Company, setting the powers and obligations of such committees or commissions, the number of members that would integrate them and the manner of appointing their members, as well as the rules governing their operation, in the understanding that such committees or commissions will not have authorities that pursuant to the law or these bylaws belong exclusively to the shareholders' meeting or the Board of Directors.

13. Power of attorney to approve the conversion of Series A shares to Series C shares (i) of which the Trust may request, through the Secretary of the Board of Directors, of their Shares held in trust, or (ii) when the Board of Directors deems convenient regarding the shares held in the Treasury of the Company. In virtue of the above,, the Board of Directors, once such requested conversion is approved, shall instruct the Secretary of the Board of Directors to execute all necessary actions to exchange any stock certificates needed, as well execute all entries needed in the corporate books of the Company

14. Power-of-attorney to carry out all acts authorized by these bylaws or that are a consequence thereof.

TWENTY-THIRD. The Relevant Shareholders shall have the right to appoint the

Chairman of the Board of Directors, who will chair the meetings thereof and will

perform and execute the resolutions of the shareholders' meetings and the Board

of Directors without requiring any special resolution (provided that should there be

two or more Relevant Shareholders, they must decide, by majority, the exercise of

the right described). In the absence of the Chairman, the meetings will be chaired

by the member of the Board of Directors appointed by the Relevant Shareholders

appointed by the other attendees by a majority vote, provided that there is at least

a favorable vote of one Director appointed by the Relevant Shareholders.


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TWENTY-FOURTH. Relevant Shareholders shall have the right to appoint, dismiss

or replace a Secretary of the Board of Directors (provided that should there be two

or more Relevant Shareholders, they must decide, by majority, the exercise of the

right described herein). Likewise, they shall appoint an alternate Secretary to

replace the Secretary during its temporary or permanent absences. The Secretary

of the Board of Directors and, as the case may be, its alternate, may or may not be

a member of such Board.

The Secretary and, as the case may be, its alternate, shall prepare and keep the

corporate books of the Company and sign the relevant entries pursuant to these

bylaws, as well as authorize and certify the required copies or certifications

regarding the content of such books.

Notwithstanding the above, the ultimate liability for the care and accuracy of the

corporate books of the Company shall correspond to the administration of the

Company, in terms of the third section of article 158 (one hundred and fifty-eight) of

the General Law on Commercial Companies and other applicable law.

In the same way, provided that they are not members of the Board of Directors, the

Secretary and its alternate (if applicable) will not be liable for the resolutions

adopted by the shareholders or the Board of Directors or for the acts carried out by

the administration of the Company.

The Secretary and, as the case may be, its alternate, shall be permanent special

delegates to attend before the notary public of their choice to request the total or

partial notarization of the minutes of meetings, or resolutions adopted outside a

meeting, of the Board of Directors, as well as of the minutes of shareholders'

meetings and resolutions adopted outside of a shareholders' meeting, and to

formalize before a notary public the powers-of-attorney granted by the Board of

Directors, regardless of special delegates who, in such case, are designated by the

Board of Directors or shareholder meeting or shareholders of the company by

unanimous resolutions, as the case may be.

TWENTY-FIFTH. The Board of Directors may meet at any place designated in the

call for that effect. Likewise, the Board of Directors may meet as frequently as it

deems appropriate. The written calls shall be sent by the Chairman or the

Secretary of the Board of Directors to the members of the Board of Directors and

the Statutory Auditors, and their alternates (if applicable), at least 5 (five) calendar

days in advance to the date of the meeting to their last registered address in the

Company's files.

The call must contain the time, date, place and agenda for the meeting.


25

The meetings of the Board of Directors will be validly installed whether they have

been duly called, or if all of its members, or their relevant alternates, are present; or

even if there is a sufficient quorum and each of the absent members of the Board

of Directors sign a waiver to the call.

TWENTY-SIXTH. For the legal function of the Board of Directors, at least half of its

members or their relevant alternates, if applicable, must attend to the meeting.

The resolutions of the Board of Directors, in a formal meeting, shall be valid when

adopted by the majority of the members of the Board of Directors, or, if applicable,

their relevant alternates, and with the favorable vote of at least one of the Directors

appointed by the Relevant Shareholders.

The minutes of the meetings of the Board of Directors must be signed, at least, by

the chairman and secretary of the meeting, and must be transcribed in the relevant

minutes book.

TWENTY-SEVENTH. Resolutions adopted outside of a Board of Directors

Meeting. Resolutions adopted outside of a Board of Directors Meeting by the

unanimous vote of all the members of the Board, shall be valid and legally adopted

if and when confirmed in writing.

The resolutions adopted outside of a Board of Directors meeting may be entered in

the Board of Directors' meeting minutes book and the relevant entry shall be

signed by Chairman or Secretary of the Board of Directors, or by the delegate

specially appointed for such purpose; or they may even be kept in separate files

under the responsibility of the Secretary of the Board of Directors.

Any member of the Board of Directors, the Secretary or any delegate specially

appointed for that purpose shall be entitled to appear before a notary public in

order to fully or partially notarize the resolutions, if necessary or convenient.

CHAPTER IX OFFICERS

TWENTY-EIGHT. The Board of Directors, will appoint the Company´s officer, assigning, in each case, their powers and authorities, with the corresponding limitations, if applicable, as well as establishing the strategies, policies and guidelines which will be needing to be followed. The Board of Directors may also remove any officer appointed in accordance herewith. The foregoing, in the understanding that the Relevant Shareholders will have the exclusive right to appoint, remove or substitute the Company´s CEO.


26

CHAPTER X SURVEILLANCE OF THE COMPANY

TWENTY-NINTH. The surveillance of the Company will be in charge of one or more Commissioners to be appointed by the General Ordinary Shareholders Meetings of the Company. The Commissioners do not need to be shareholders and will have the rights and obligations provided in articles 166 (one hundred and sixty-six) and following of the General Law of Business Companies. The Commissioner(s) will remain in office for one year or until its(their) successors have been appointed and have taken office. It may also be valid to appoint one or more deputy Commissioners which neither need to be shareholders in order to substitute the Commissioners during their temporary or permanent absences.

CHAPTER XI RIGHT TO REQUEST REGISTRATION

THIRTIETH. Any of the Relevant Shareholders will have the right to request the Company to initiate, at any time, the process to undergo a Qualified Offer, and the Company and the Shareholders will have to undergo commercial best efforts in order to complete said Qualified Offer within the markets indicated to them by the requesting Relevant Shareholder, and under the terms and conditions instructed to the Company and the rest of the shareholders by the Relevant Shareholders. In order to complete the Qualified Offer, the Company and the shareholders will have to adopt all the necessary and convenient measures, including the vote of their corresponding shares in one or more General Meetings in order to approve the necessary shareholders´ resolutions in accordance with what is proposed by the corresponding Relevant Shareholder, including resolutions in order to modify these by-laws and to issue the number and type of new shares which, the investment bank selected by the corresponding Relevant Shareholder, determine that should be sold and offered as shares, hereby waives any preemptive right which it may hold in accordance with these by-laws or the applicable law (and will have to confirm and ratify said waiver in any General Meeting, if required by the applicable law) to acquire any shares issue with respect to the Qualified Offer. Notwithstanding any provisions herein providing otherwise, the Company and each shareholder hereby agrees that if any or all of the Relevant Shareholders request the Company to undergo a Qualified Offer in accordance herewith, the corresponding Relevant Shareholders will have the exclusive right to determine, the terms, sale methods (for example, a public offering, private placement o combination of both), the place or places where the offer of the shares will be made and stock market or markets in which the shares will be listed. THIRTY-FIRST. (a) At any time, any of the Relevant Shareholders may make a request in writing to the Company, requesting the Company to (i) immediately register all or part of its shares in Mexico within the RNV which is held by the CNBV, as well as its listing, whether in the BMV or at any other stock market in Mexico, or outside of Mexico in any other stock market or stock exchange (a “Registration Request”) or (ii) assist in the successful and opportune private


27

placement of its shares in accordance with the Qualified Offer in accordance with what is provided herein (a “Placement Request”). As soon as practicable, but in any case after the 5 (five) Business Days following the reception of the Registration Request or the Placement Request, the Company will have to initiate the preparation of the registration request (in case of a Registration Request) or the placement prospect (in case of a Placement Request) which covers the specified number of Shares and the disbursement method requested by the corresponding Relevant Shareholders, and will have to make best efforts to file said registration request (in case of a Registration Request) before the CNBV, the RNV, the BMV and Indeval and before any other governmental authorities or people, as maybe necessary, as soon as practicable (but in any case within the 90 (ninety) calendar days following reception thereof) or conclude with the preparation of the placement prospect (in case of a Placement Request) as soon as practicable (but in any case within the 90 (ninety) calendar days following reception thereof). Notwithstanding any provisions herein providing otherwise, the corresponding Relevant Shareholders, may, through written notice to the Board of Directors, delay the presentation of the request for registration in connection with the Registration Request or the conclusion of the placement prospect in connection with the Placement request, for the time which is considered advisable by them. (b) Regarding any Registration request or Placement request according to this

Article which involves an offer in which placement intermediaries are involved, the Company agrees to cooperate with the corresponding Relevant Shareholders and the placement intermediaries, if any, in order to procure the successful and timely conclusion of said offer (including, but not limited to, through the participation in presentations and meetings of the management with potential investors).

(c) Regarding the Registration Request or Placement Request, the corresponding Relevant Shareholders will have the right to request that the Company registers the sale of or facilitates the placements of Shares, American Depositary Shares (“ADSs”), American Depositary Receipts (“ADRS”), CPOs or Securities Equivalent to Shares which represent their shares and, if so, all the references made herein to “Shares” will be considered as having made in relation with American Depositary Shares, CPOs or Securities Equivalent to Shares directly or indirectly represented by the shares, except if the context require otherwise.

(d) In case the corresponding Relevant Shareholders so decide, the Company will have to use reasonable best efforts in order to cause any Registration Request to be in terms of a firm offer commitment with an intermediary, and the selected leading placement intermediary for said offer will have to be an investment bank selected by corresponding the Relevant Shareholders.

THIRTY-SECOND. Each shareholder of the Company (whether or not holders of shares which are part of a registration request or placement prospect in accordance herewith), agrees to, in case requested by the leading placement


28

intermediaries, in an offer with intermediaries (an in the understanding that the Company and its officials and directors also agree not to undergo a sale o distribution of their securities during the period specified in this Article), not to undergo any sale or distribution of shares or any security interchangeable for or convertible in shares of the same class as the securities covered by said registration request or placement prospect, including any sale in accordance with Rule 144A or Regulation S of the Securities Law of 1933 (except in case it is part of said offer with an intermediary), during a period of 10 (ten) business days prior to, and during the period agreed with the holders of the majority of the shares which are being sold regarding the said offer (but not higher than 180 (once hundred and eighty) calendar days) starting from the closing date of each offer with intermediary made in accordance with said registration request or placement prospect, in the understanding that it is promptly notified in writing to the Company or the leading placement intermediary or intermediaries. THIRTY-THIRD. (a) All incidental Company´s expenses in relation with the performance or compliance of the Company´s Initial Offer, a Qualified Offer, any Registration request or Placement Request will be borne by the Company, regardless if the registration request becomes effective or the shares are sold in accordance with the Registration Request or the Placement Request, including, without limitation:

(i) Registration fees and filing of the request;

(ii) All the fees and reasonable and documented expenses incurred in compliance with the securities laws, local securities laws in the United States of America (“blue sky laws”) or similar laws (including, without limitation, fees, charges and reasonable consultancy expenses regarding the rating of the Shares in order to comply with the requirements contained in the local securities laws of the United States of America);

(iii) All the printing, mailing and delivery expenses;

(iv) Company´s consultancy fees, charges and expenses;

(v) Fees, charges and expenses of the Company´s independent public

accountants (including, without limitation any expenses arising from any special audit and letters required or incidental thereto);

(vi) Fees, charges and expenses of the Company´s special experts hired by

the Company, in connection with any Registration request, Placement request or registration due to adherence requested in accordance herewith;

(vii) Internal Company´s expenses (including all employees’ salaries related

with, and all expenses incurred in relation with, the quotation in any


29

securities exchange market, stock exchange or inter-agent quoting system)

(viii) Placement intermediaries´ fee and expenses (excluding discounts or

sales commission or intermediaries´ legal fees);

(ix) All the expenses incurred with respect to the preparation of any deposit agreement, the deposit of Shares in light of said deposit agreement, the issuance of any ADSs or other securities in light thereof, which evidence said Shares deposited, the issuance of any ADRs or other securities which evidence said ADSs and the depositary´s fees.

(x) All the cost and expenses incurred in relation with the Company´s

obligation in light of the provisions related with the placement of shares contained herein.

THIRTY-FOURTH. Regarding the registration or placement of Shares property of the Shareholder in accordance with this Chapter, the Company will use reasonable commercial best efforts in order to under said registration and assist in said placement according to what is provided herein, in order to allow the sale of said shares in accordance with the intended method or methods and disbursement place or places thereof, and with respect thereto, the Company will, as soon as practicable:

(a) Prepare and file a registration request with respect to the shares and will use reasonable commercial best efforts in order to cause said registration request to become effective (in case of a public offering) or prepare and issue a placement prospect to the Relevant Shareholders selling shares.

(b) Prior to filing the registration request or prospect (in case of a public offer) or issuing any other placement prospect (in case of a Private Offer) or any other amendments or supplements thereof, the Company will provide, prior request, the Relevant Shareholders, its counselors and placement intermediaries, if applicable, copies of said registration request or placement prospect and all the document which are intended to be filed with respect thereto or described or incorporated through reference thereof, which will be subject to the review of said counselors, shareholder and placement intermediaries, as applicable, and the Company will not file any registration request whatsoever, issue placement prospect whatsoever or file or issue any amendment or supplement thereof, which may the Relevant Shareholders may object.

(c) Prepare and file before the CNBV, RNV, BMV, Indeval and any other governmental authority, as applicable, all the amendments and modifications after the registration request and the prospect´s supplements become effective (in case of a public offer) or supplements of the placement prospect (in case of a Private Offer), as applicable in order to maintain said


30

registration request or placement prospect fully effective or updated during ta period of no less than 180 (one hundred and eighty) calendar days, as may be reasonably requested by any Relevant Shareholder or as may be required by the applicable rules and regulations arising therefrom or any other Applicable Law; and comply with the provisions of the Securities Law of 1933 or the LMV or any other applicable law with respect to the disposal of all the securities covered by said registration request or placement prospect during the applicable period in accordance with the disbursement methods provided by the seller thereof, established in said registration request or prospect supplement or placement prospect.

(d) Promptly notify the corresponding requesting Relevant Shareholders and the leading placement intermediaries, if applicable, and (if requested by said people) confirm said advise in writing: (i) Whenever any registration request, prospect or prospect supplement

or future amendment has been filed before the CNBV, RNV, BMV, Indeval and any other governmental authorities or people, as applicable, or any prospect or supplement thereof has been issued, and, with respect to the registration request or any future amendment, whenever the same may have become effective according to the Securities Law of 1933, the LMV or any other Applicable Law;

(ii) From any request on behalf of the CNBV, RNV, BMV, Indeval and any other governmental authorities or people, as applicable, requesting the amendment or supplement of a registration request or prospector additional information with respect to said registration request or prospector or amendment or supplement;

(iii) From the issuance on behalf of the CNBV, RNV, BMV, Indeval and

any other governmental authorities or people, as applicable, of any stop order, judicial order or any other order, procedure or requirement which suspends the term of the registration requestor interferes with the issuance of any prospect or placement prospect or beginning of any procedure to that effect, or any additional request or requests or additional information in light of the LMV or any other applicable law;

(iv) From the reception by the Company of any kind of notification with

respect to the suspension of the possibility for the shares to be placed for sale in any jurisdiction or in the beginning or threat of any procedure to that effect; and

(v) Such an event has occurred, or a condition exists, that the

registration, the prospect or the placement prospect or any document incorporated thereof through reference contains a misrepresentation of a relevant fact or fails to mention a relevant fact which should have


31

been mentioned in relation therewith or which may be necessary in order to ensure that the representation thereof are not misleading.

(e) Make reasonable efforts to achieve the withdrawal of any order, judicial

order or proceeding suspending the efficiency of the registration request or interfering with the use of any prospect or placement prospect, as soon as possible.

(f) In case of a public offer, provide each Relevant Shareholder that requests and each leading placement intermediary, if any, free of charge, at least one copy comprising the registration request and any amendments or supplements thereto and other similar documents which may be requested by any Relevant Shareholder or any Share placing intermediary in order to enable the placement of the shares.

(g) Deliver each Relevant Shareholder that requests and placement intermediary, if any, free of charge, as may copies of the prospect or place prospect and any amendment or supplement thereto (including financial statement and disclosure exhibits, documents incorporated thereto through reference and the other exhibits (including those incorporated via reference) as may be reasonably requested by said people. The Company approves the use of the prospect or placement prospect or any amendment or supplement thereto by each one of the Relevant Shareholders that requires and the placement intermediaries, if any, connected with the offer and sale of the Shares covered by the prospect or the placement prospect or any amendment or supplement thereto, subject to the requirement of the Securities Law of 1933, the LMV and the rules and regulation thereof, as well as any other applicable law.

(h) Cooperate with the corresponding Relevant Shareholders that requires and leading placement intermediaries, if applicable, in order to enable the timely preparation and delivery of the certificated representing the shares subject to being sold and without any restrictive inscription whatsoever, and cause for said shares to be in such denominations and registered under the names requested by the Relevant Shareholders.

(i) Cause for the share covered by the applicable registration request or placement prospect to be registered with or approved by such governmental agencies or authorities as may be necessary in light of the Company´s business and operations and the distribution plan for the covered shares in order to enable the seller or seller thereof or the placers, if applicable, to complete the sale of said shares.

(j) In case of any fact which results in having the registration request, the prospect or the placement prospect or any other document incorporated thereto by reference, contains a misrepresentation of a relevant fact or fails to mention a relevant fact which should have been mentioned in relation


32

therewith or which may be necessary in order to ensure that the representation thereof are not misleading, prepare, as soon as practicable, a supplement or further amendment to the registration request or prospect supplement or placement prospect or any document incorporated thereto by reference or file any other document required in order to, from the time it is delivered to the share purchasers, the prospect or placement prospect do not contain a misrepresentation regarding a relevant fact or fails to mention a relevant fact which should have been mentioned in relation therewith or which may be necessary in order to ensure that the representation thereof are not misleading.

(k) Shall enter into agreements (including common placement contracts for this

type of transactions) and shall take all other appropriate measures in order to

expedite or facilitate the placement of these shares and in that relationship,

whether or not a placement agreement is entered and whether or not the

registration is an offer with intermediaries:

(i) shall make those representations and warranties to the holders of such shares and to the underwriters, if any, in the form, substance and scope that are common on behalf of the issuer to the underwriters in offers with similar intermediaries;

(ii) Shall obtain the opinions of the advisors of the Company and the

updates of the same (such advice and opinions (in the form, scope and substance) shall be reasonably satisfactory to the leading underwriters, if any), addressed to the underwriters, if any, covering the issues typically covered in opinions requested in offers with similar underwriters;

(iii) when applicable, shall obtain "cold comfort” letters and updates of the

same of the independent certified public accountants of the Company addressed to the underwriters, if any, such letters shall be in the common form and cover the periods and matters of the type usually covered in “cold comfort” letters delivered to the underwriters in relation to similar binding offers;

(iv) if requested, agree upon and cause the directors and officers of the

Company to agree not to dispose of the shares or any securities convertible or exchangeable into shares for those periods that the underwriters may reasonably request, but not to exceed the periods set out herein;

(v) if requested, provide compensation and consideration to the

underwriter, if any; and


33

(vi) if requested, shall deliver such documents and certificates requested by the Relevant Shareholders and the leading underwriters, if any, to demonstrate compliance with subsection (k) above and with any common condition contained in the underwriting agreement and/or agreements entered into by the Company.

The above must be performed within the term of such registration request (in the

case of a public offering) or the issuance of a placement prospectus (in the case of

a Private Offering) and on each closing under any underwriting agreement or

similar agreement as and to the extent required therein.

(l) Shall make available for inspection by the representative of the corresponding

Relevant Shareholders, any underwriter participating in any drawdown in

accordance with such registration request or placement prospectus, and any

attorney, account and/or advisor hired by the Relevant Shareholders or

underwriter all financial records and other relevant corporate documents in

possession of the Company, and shall cause the officers, directors and

employees of the Company to provide all information reasonably requested

by any of those representatives, underwriters attorneys, accountant and/or

other advisors in relation to the registration or placement, in each case as

may be reasonably necessary to facilitate their responsibility of due diligence;

provided that any records, information or documents designated by the

Company in writing as confidential, shall be maintained as confidential by

such persons except when the disclosure of such records, information or

documents is required by a court or administrative order.

(m) Shall use its best efforts to comply with all applicable rules and regulations of

the SEC, CNBV, RNV, BMV, Indeval and other government authorities or

persons, as the case may be, and in the case of a Private Offering, provide to

each purchaser of shares any information required to be provided by Rule

144(d)(4) under the Securities Act of 1933 and other information that may be

required in accordance in accordance with applicable legislation to facilitate

the private resale of the shares.

(n) Shall cause such shares to be listed on each of the stock exchanges on

which similar shares or securities issued by the Company are then listed; and,

if they are not listed, will cause at least two market makers to register as such

with respect to these shares with the National Association of Securities

Dealers (Asociación Nacional de Corredores de Bolsa).

THIRTY-FIFTH. The Company agrees to indemnify and hold harmless, in the most

comprehensive manner as permitted by the law, each Shareholder who sells its

Shares in accordance with a registration request or placement prospectus in

accordance with this Chapter, to its shareholders, partners, members, officers,


34

directors, trustees, employees and agents and to each person who controls such

shareholder (each one of these persons are hereinafter sometimes referred to as

“Indemnified Holder”) from and against all losses, claims, damages, liabilities and

expenses (including reasonable costs of investigation and legal fees) that arise

from or based on any false statement or alleged untrue statement of an important

fact contained in any registration request, preliminary or final offering memorandum

or preliminary or final placement prospectus or any amendment or supplement

thereto (including any document incorporated by reference therein provided or

delivered by the Company) or arising from or based on any omission or alleged

omission to state therein an important fact that must be declared therein or

necessary to avoid that the statements therein are misleading, except to the extent

that such losses, claims, damages, liabilities or expenses primarily arise from or

based primarily on any of these false statements and/or omissions or claim of the

same based on the information provided In writing to the Company by such

shareholder expressly for the use of the same. This compensation shall be in

addition to any other liability which the Company may have.

THIRTY-SIXTH. The Shareholders hereby acknowledge and agree that it is

possible that under the applicable the applicable law, when the Offering of the

Company (including the Qualified Offering) is consummated, these By-Laws will

require relevant amendments, in which case the shareholders must approve any

necessary any necessary amendment to these By-Laws in order to comply with the

applicable laws, and, to the greatest extent permitted by the Applicable Laws, shall

ensure to maintain in force the rights of the Relevant Shareholders and of the

holders of Series B Shares, provided for herein.

THIRTY-SEVENTH For purposes of this chapter, the following capitalized terms shall have the meanings ascribed to them below: “BMV” means, for its Spanish acronym, Bolsa Mexicana de Valores, S.A.B. de C.V., or the Mexican Stock Exchange. “CNBV” means, for its Spanish acronym, Comisión Nacional Bancaria y de

Valores, or National Banking and Securities Commission.

“CPO” means, for its Spanish acronym, Certificado de Participación Ordinario, or Ordinary Participation Certificate. “Indeval” means, for its Spanish acronym, the S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V., or Securities Deposit Institution. “Underwriter” shall be deemed to include any initial purchaser that acquires Shares

in accordance with a Private Offering.


35

“Securities Act of 1933" means the Securities Act of the United States of 1933, as

the same may be amended, and the rules and regulations promulgated thereunder.

“LMV" means, for its Spanish acronym, Ley del Mercado de Valores de México, or

Mexican Securities Market Law, as the same may be amended.

“Qualified Offering" means a public offering (or a series of public offerings) or a private offering or underwriting (including a private offering in the United States of America that provides for the resale of shares in accordance with Rule 144A of the Securities Act of 1933) of shares or Securities Equivalent to Shares, including the Initial Offering of the Company, made with any investment bank selected by the Relevant Shareholders, where such shares or Securities Equivalent to shares are listed on a securities market, or are offered to investors in these markets. “Initial Offering of the Company" means the initial public offering in a securities,

shares or Securities Equivalent to shares market (including CPOs, American

Depositary Shares and American Depositary Receipts), or a private offering or

private underwriting in Mexico, or any other market (including private offerings in

the United States that allow the resale of shares in compliance with Rule 144A of

the Securities Act of the United States), of newly issued Shares or Securities

Equivalent to Shares (including CPOs, American Depositary Shares’ and

American Depositary Receipts).

“Underwriting Offering” shall be considered such that includes any offering of

Shares through an initial purchaser in accordance with a Private Offering.

“Private Offering" means any offering of shares that is exempt from the registration

requirements under the Securities Act of 1933 in accordance with Section 4(2)

thereof or any other offer that qualifies as a private placement in accordance with

the applicable laws of any other jurisdiction, including those made in accordance

with Article 8 of the Securities Market Law.

“RNV" means, for its Spanish acronym, Registro Nacional de Valores, or National

Securities’ Registry, which depends on the CNBV.

“Securities Equivalent to Shares" means, at any time, a Share or any other security

or instrument convertible into, or any option, interest or right to acquire, whether or

not such option, interest or right can be exercised immediately in, a Share, whether

it is represented by an option, subscription right or security convertible into another

security, instrument or similar agreement.

CHAPTER X


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FINANCIAL YEARS, FINANCIAL INFORMATION, ALLOCATION OF PROFITS

(LOSSES), LIABILITY

THIRTY-EIGHTH. Financial Years. The financial years of the Company shall commence on January first and end on December thirty-first of each year, except for the first financial year, which shall be calculated from the execution date of the articles of incorporation to December thirsty-first of the same year.

In the event that the Company goes into liquidation or is merged, its financial year

shall end early on the date it goes into liquidation or is merged, and a financial year

shall be deemed to exist during the entire time in which the Company is in

liquidation, the latter having to coincide with what the applicable tax provisions

establish to this end.

THIRTY-NINTH. Financial Information. Within four months following the closing of

each financial year, the Board of Directors (as the case may be) shall prepare, at

least, the following financial information:

a. A report of the management on the progress of the Company in the year, as

well as on the policies followed by the management and, if appropriate, on

the main existing projects.

b. A report in which the main accounting and information policies and criteria

followed in the preparation of financial information are stated and explained.

c. A statement showing the financial position of the Company on the closing

date of the financial year.

d. A statement duly explaining and classifying the profits (losses) of the

Company during the financial year.

e. A statement showing the changes in the financial position during the

financial year.

f. A statement showing the changes in the items that make up the corporate

equity that occurred during the financial year.

g. The notes that are required to complete or clarify the information provided in

the above-mentioned statements.

Likewise, the Company shall present to the shareholders the financial, economic,

accounting and administrative information described below, according to the

following manner and frequency:


37

I. On the third business day immediately following the date on which the ordinary

general shareholders' meeting is held, which resolves on the profits(losses) of

the financial year and that must be held within 4 months after the closing of

such financial year, the annual financial statements or their equivalents,

depending on the nature of the Company, accompanied by the external audit

opinion, prepared in accordance with International Financial Reporting

Standards ("IFRS"), their adaptations and interpretations issued by the

International Accounting Standards Board (“IASB"). The opinion shall be issued

by the external audit firm determined by the Relevant Shareholders;

II. Within 20 business days following the end of each of the first quarters of the

financial year and within 40 business days following the conclusion of the fourth

quarter, the financial statements, as well as the economic, accounting and

administrative information that is indicated, comparing at least the figures of the

quarter in question with the financial statements of the previous financial year in

accordance with the IFRS.

FORTIETH. Allocation of Profits (Losses) The following rules shall be adhered to in

the application of the profits (losses) of each financial year:

1. The distribution of profits among the shareholders shall be in proportion to their

interest in the share capital.

2. If there is a loss in the share capital, this must be returned or deducted before

distributing or allocating profits.

3. Profits shall only be distributed once the financial statements that show them

have duly approved by the shareholders’ meeting.

4. Profits may not be distributed while the losses suffered in one or more previous

financial years have not been returned or absorbed by application of other items

of the equity, or by reduction of the share capital.

5. At least five percent annually shall be deducted from the net profits to form the

reserve fund until it amounts to a fifth of the share capital. The reserve fund shall

be reconstituted in the same manner, if it decreases for any reason.

6. Distributable profits shall be applied as provided for by the shareholders'

meeting or by the Board of Directors, if so authorized by the meeting, which may

apply such profits as deemed appropriate for the interests of the Company and

its shareholders.


38

FORTY-FIRST. Liability. The liability of each shareholder shall be limited to the

value of the shares owned by it, and up to the unpaid portion of the value of its

shares.

CHAPTER XIII

DISSOLUTION AND LIQUIDATION OF THE COMPANY

FORTY-SECOND. The Company shall be dissolved in the cases provided for by

article 229 (two hundred twenty-nine) of the General Law of Business

Corporations.

FORTY-THIRD. Once dissolved, the liquidation of the Society shall be carried out

by one or more liquidators appointed by the extraordinary general shareholders'

meeting and in accordance with the procedure set forth in Chapter Eleven of the

General Law of Business Corporations.

FORTY-FOURTH. During the liquidation of the Company, the liquidator(s) shall

have, in addition to the powers referred to in article 242 (two hundred forty-two) of

the General Law of Business Corporations, those powers and authorities conferred

to the Board of Directors by these by-laws.

FORTY-FIFTH. While the appointment of the liquidator(s) has not been recorded in

the corresponding Public Registry of Property and Commerce and the liquidators

have not come into office, the Board of Directors shall continue to perform its

duties. However, the Board of Directors will not be able to enter new transactions

after the resolution to dissolve the Company early has been adopted by the

shareholders or after the verification of the existence of a legal cause for

dissolution.

CHAPTER XIV

GENERAL PROVISIONS

FORTY-SIXTH. All matters not expressly provided for in these by-laws shall be

governed by the provisions of the General Law of Business Corporations.

For the interpretation and enforcement of these by-laws, the shareholders, by the mere fact of subscribing or otherwise acquiring shares representing the share capital of the Company, expressly submit to the jurisdiction of the competent federal courts of the registered office, waiving any other jurisdiction that may correspond to them by reason of their present or future domiciles.

Documents

CHAPTER I - ICAFor information purposes only 1 ICA Tenedora, S.A. de C.V. BY-LAWS CHAPTER I CORPORATE NAME, ADDRESS, DURATION AND CORPORATE PURPOSE FIRST. The corporate name of the