COCA COLA FEMSA SAB DE CV (Form: 8-A12B/A, Received: 04/10/2019 17:08:21)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A/A

Amendment No. 1

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

COCA-COLA FEMSA, S.A.B. DE C.V.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)


United Mexican States		98-1041191
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Calle Mario Pani No. 100

Santa Fe Cuajimalpa

Cuajimalpa de Morelos

05348, Ciudad de México, México

Telephone: +(52-55) 1519-5000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities to be registered pursuant to Section 12(b) of the Act:


Title of Each Class to be so Registered		Name of Each Exchange on Which Each Class is to be Registered
American Depositary Shares (“ADSs”), each representing 10 Units, without par value		New York Stock Exchange
Units, each consisting of 3 Series B shares and 5 Series L shares, without par value		New York Stock Exchange*
Series L Shares, without par value		New York Stock Exchange*
Series B Shares, without par value		New York Stock Exchange*

*	Not for trading, only in connection with the listing of the ADSs on the New York Stock Exchange.

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ☐

Securities Act registration statement file number to which this form relates:

333-230650

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of class)

Item 1. Description of Registrants’ Securities to be Registered.

Coca-Cola FEMSA, S.A.B. de C.V., a company incorporated under the laws of Mexico (the “Registrant,” “we” or “our”), currently has American Depositary Shares (“ADSs”) listed and trading on the New York Stock Exchange. Each ADS represents 10 Series L shares. The Registrant’s Series L shares are listed and trade on the Mexican Stock Exchange.

In a meeting held on July 25, 2016, the board of directors of the Registrant decided to recommend the shareholders to authorize a stock split involving all the series of shares of capital stock of the Registrant. Based on this recommendation, the shareholders of the Registrant held an extraordinary shareholders meeting on January 31, 2019 and authorized (i) the stock split of each Series A share into 8 Series A shares, (ii) the stock split of each Series D share into 8 Series D shares, (iii) the stock split of each Series L share into 5 Series L shares and 3 Series B shares (the “Stock Split”), and (iv) the creation of units (the “Units”) comprised of 3 Series B shares and 5 Series L shares. As a result, the holders of Series L shares will receive 1 Unit, consisting of 3 Series B shares and 5 Series L shares, for each Series L share outstanding, and the ADSs that represented 10 Series L shares will represent 10 Units, consisting of 30 Series B shares and 50 Series L shares. On or around April 11, 2019, the Units are expected to start trading on the Mexican Stock Exchange, and the Registrant is expected to deposit approximately 189,822,070 Units under an Amended and Restated Deposit Agreement, to be dated on or around April 11, 2019, between the Registrant and The Bank of New York Mellon, as ADS depositary. After the Stock Split, holders of certificated ADSs may contact The Bank of New York Mellon to exchange their certificated ADSs for updated ADSs representing 10 Units. However, if a holder elects not to exchange its certificated ADS, the holder’s certificated ADS will still be deemed to represent 10 Units and the holder will still be entitled to exercise its rights under the Amended and Restated Deposit Agreement. Holders of ADSs in book-entry form are not required to take any action with respect to their ADSs.

Description of Our Capital Stock

The Registrant’s capital stock is divided into four series of shares, in each case without par value: Series A shares, Series B shares, Series D shares, and Series L shares. The Registrant’s bylaws require that at least 75% of its capital stock be comprised of ordinary shares with full voting rights (i.e., the Series A shares, Series D shares and Series B shares). The Registrant’s capital stock may be represented by no more than 25% of shares with limited voting rights (i.e., the Series L shares). The Series A shares must represent at all times no less than 50.1% of the capital stock represented by ordinary shares with full voting rights and may be held by Mexican investors only. The Series D shares must represent at all times no less than 25% of the capital stock represented by ordinary shares with full voting rights and may be held by Mexican and non-Mexican investors. The Series B shares, which may be held by Mexican and non-Mexican investors, and the Series D shares, together, may not represent more than 49.9% of the capital stock represented by ordinary shares with full voting rights.

The following is a summary of certain provisions of our bylaws and Mexican law relating to our Series B shares, Series L shares and the Units. The summary is not complete. Our Series B shares, Series L shares and the Units are described in greater detail in our bylaws, which are incorporated by reference to Exhibit 1.1.

Description of Our Series B and Series L Shares

Dividend Rights

At the annual ordinary meeting of holders of Series A, Series B and Series D shares, the board of directors submits our financial statements for the previous fiscal year, together with a report thereon by the board of directors. Once the holders have approved the financial statements, they determine the allocation of our net income for the preceding year. Mexican law requires the allocation of at least 5% of net income to a legal reserve, which is not subsequently available for distribution until the amount of the legal reserve equals 20% of our capital stock. Thereafter, the holders of Series A, Series B and Series D shares may determine and allocate a certain percentage of net income to any general or special reserve, including a reserve for open-market purchases of our shares. The remainder of net income is available for distribution in the form of dividends to the shareholders.

All shares outstanding and fully paid (including Series L shares) at the time a dividend or other distribution is declared are entitled to share equally in the dividend or other distribution. No series of shares is entitled to a preferred dividend. Shares that are only partially paid participate in a dividend or other distributions proportionately based on the amount actually paid at the time of the dividend or other distributions.

Voting Rights, Transfer Restrictions and Certain Minority Rights

The Series B shares have full voting and the Series L shares have limited voting rights. The Series B shares and Series L shares will be freely transferable in the form of Units, for so long as the Series B shares and Series L shares trade together as Units. If the Units are unwound, as described in “Description of Our Units” below, the underlying Series B shares and Series L shares will be freely transferable on an individual basis. None of our Series B or Series L shares are exchangeable for shares of a different series. The rights of all series of our capital stock (including the Series B and Series L shares) are substantially identical except for:

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restrictions on transfer of the Series A and Series D shares;

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limitations on the voting rights of Series L shares;

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the respective rights of the Series A, Series B, Series D and Series L shares, voting as separate classes in a special meeting, to elect specified numbers of our directors and alternate directors;

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the respective rights of Series D shares to participate in the voting of extraordinary matters, as they are defined by our bylaws; and

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prohibitions on non-Mexican ownership of Series A shares.

Under our bylaws, holders of Series L shares are entitled to vote in limited circumstances. They may appoint for election and elect up to three of our maximum of 21 directors and, in certain circumstances where holders of Series L shares have not voted for the director elected by holders of the majority of these series of shares, they may be entitled to elect and remove one director, through a general shareholders meeting, for every 10% they own of all issued, subscribed and paid shares of our capital stock, pursuant to Mexican law. In addition, they are entitled to vote on certain matters described in the Mexican Securities Market Law ( Ley del Mercado de Valores ), including certain changes in our corporate form, mergers involving our company when our company is the merged entity or when the principal corporate purpose of the merged entity is not related to the corporate purpose of our company, and the cancellation of the registration of our shares with the Mexican Stock Exchange or any other foreign stock exchange.

Pursuant to the Mexican Securities Market Law, minority shareholders are entitled to a number of protections. These protections include provisions that permit:

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holders of 20% of our outstanding capital stock, either individually or as a group, to oppose any resolution adopted at a shareholders meeting in which they are entitled to vote and file a petition for a court order to suspend the resolution temporarily within 15 days following the adjournment of the meeting at which the action was taken, provided that (1) the challenged resolution violates Mexican law or our bylaws, (2) the opposing shareholders neither attended the meeting nor voted in favor of the challenged resolution and (3) the opposing shareholders deliver a bond to the court to secure payment for any damages that we may suffer as a result of suspending the resolution in the event that the court ultimately rules against the opposing shareholder;

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holders of 10% of our outstanding capital stock entitled to vote, including in a limited or restricted manner, either individually or as a group, to require the chairman of the board of directors or the chairmen of the audit or corporate practices committees to call a shareholders meeting;

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holders of 10% of our outstanding capital stock who are entitled to vote, including in a limited or restricted manner, either individually or as a group, to request at any shareholders meeting that resolutions be postponed with respect to any matter on which they considered they were not sufficiently informed;

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for every 10% of our outstanding capital stock entitled to vote, including in a limited or restricted manner, held either individually or as a group, to appoint one member of our board of directors and one alternate member of our board of directors up to the maximum number of directors that each series is entitled to appoint under our bylaws; if a holder or group of holders of Series B shares are entitled to appoint a director, the shareholders meeting will reduce the number of directors entitled to be appointed by holders of another series of shares; provided that, the number of directors entitled to be appointed by holders of Series D shares will remain unchanged, unless otherwise agreed; and

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holders of 5% of our outstanding capital stock, either individually or as a group, to bring an action for liability against our directors, the secretary of the board of directors and certain key officers.

Shareholders Meetings

General shareholders meetings may be ordinary meetings or extraordinary meetings. Extraordinary meetings are those called to consider certain specific matters including: amendments to our bylaws, liquidation, dissolution, merger and transformation from one form of company to another, issuance of preferred stock and increases and reductions of the fixed portion of our capital stock. In addition, our bylaws require an extraordinary meeting to consider the cancellation of the registration of our equity securities with the Mexican National Securities Registry ( Registro Nacional de Valores , “RNV”) maintained by the Mexican Banking and Securities Commission ( Comisión Nacional Bancaria y de Valores , “CNBV”) and the delisting of our equity securities from the Mexican Stock Exchange or any other foreign stock exchanges on which our equity securities may be listed, the amortization of distributable earnings into capital stock, and issuances of treasury shares for future subscription and payment. All other matters, including increases or decreases affecting the variable portion of our capital stock, are considered at an ordinary meeting.

Pursuant to Mexican law, an ordinary annual meeting must be held at least once each year (1) to consider the approval of our financial statements for the preceding fiscal year, (2) to determine the allocation of the profits of the preceding fiscal year and (3) to appoint, remove or ratify the members of our board of directors. The holders of Series A, Series B and Series D shares are entitled to vote in such ordinary annual meeting regarding all three matters mentioned above, and the holders of Series L shares are exclusively entitled to vote in relation to the appointment of members of the board of directors (i.e. up to three directors and their respective alternate directors). Further, any transaction to be entered into by us or our subsidiaries within the following fiscal year that represents 20% or more of our consolidated assets must be approved at an ordinary shareholders meeting at which holders of Series L shares are entitled to vote.

The quorum for ordinary and extraordinary meetings at which holders of Series L shares are not entitled to vote is 76.0% of the holders of our fully subscribed and paid voting shares. Resolutions adopted at such ordinary or extraordinary shareholders meetings are valid when adopted with the affirmative vote of holders of at least a majority of our fully subscribed and paid voting shares voting (and not abstaining) at the meeting, including the affirmative vote of holders of a majority of the Series D shares. However, for a shareholders meeting to vote on a payment of dividends in an amount not to exceed 20.0% of the preceding years’ retained earnings, the approval of our financial statements for the preceding fiscal year with an unqualified auditor’s opinion, or our normal operation plan, our bylaws only require a quorum of a majority of our fully subscribed and paid voting shares and resolutions are validly adopted at such meeting with the affirmative vote of a majority of the holders of our voting shares voting (and not abstaining) at the meeting.

The quorum for an extraordinary meeting at which holders of Series L shares are entitled to vote is 82.0% of all of our fully subscribed and paid shares, and the affirmative vote of at least a majority of our fully subscribed and paid shares voting (and not abstaining) at the meeting, which majority must include the affirmative vote of holders of a majority of our Series D shares, is also required to approve:

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changes in our corporate form from one type of company to another (other than changing from a variable capital to fixed-capital corporation and vice versa); and

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any merger where we are not the surviving entity or any merger with an entity whose principal corporate purposes are different from those of the Registrant or its subsidiaries.

Series L shares will also be entitled to vote on any other matters for which the Mexican Securities Market Law expressly allows Series L shares to vote.

In the event of cancellation of the registration of any of our shares with the RNV, whether by order of the CNBV or at our request with the prior consent of 95.0% of the holders of our outstanding capital stock, our bylaws and the Mexican Securities Market Law require us to make a public offer to acquire these shares prior to their cancellation.

Under our bylaws, holders of Series B shares are entitled to vote on all matters discussed at an ordinary or extraordinary meeting. These holders are entitled to elect and remove one director for every 10.0% of all issued, subscribed and paid shares of our capital stock that they may hold either individually or as a group.

Holders of Series L shares may attend, but not address, meetings of shareholders at which they are not entitled to vote.

Mexican law provides for a special meeting of shareholders to allow holders of shares of a specific series to vote as a class on any action that would prejudice exclusively the rights of holders of such series. There are no procedures for determining whether a particular proposed shareholder action requires a class vote, and Mexican law does not provide extensive guidance on the criteria to be applied in making such a determination. Holders of Series A, Series B, Series D and Series L shares at their respective special meetings or at an annual ordinary meeting, must appoint, remove or ratify directors, as well as determine their compensation. The quorum for special meetings of any series of shares is 75.0% of the holders of the fully subscribed and paid shares of the series entitled to attend such special meeting. Except for resolutions to unwind the Units into individual Series B and Series L shares as described above, resolutions adopted at a special shareholders meeting are valid when adopted by the holders of at least a majority of the fully subscribed and paid shares of the series entitled to attend such special meeting. Resolutions to unwind the Units into individual Series B shares and Series L shares as described above are valid when adopted by the holders of at least 51.0% of each of the fully subscribed and paid Series B shares and Series L shares.

Shareholders meetings may be called by the board of directors, the audit committee or the corporate practices committee and, under certain circumstances, a Mexican court. For every 10.0% or more of our capital stock held by holders, either individually or as a group, such holders may require the chairman of the board of directors, or the chairmen of the audit committee or corporate practices committee to call a shareholders meeting. A notice of meeting and an agenda must be published in a newspaper of general circulation in Mexico City or in the electronic system maintained by the Mexican Ministry of Economy at least 15 days prior to the meeting. Notices must set forth the place, date and time of the meeting and the matters to be addressed and must be signed by whoever convened the meeting. All relevant information relating to the shareholders meeting must be made available to shareholders starting on the date of publication of the notice. To attend a meeting, shareholders must deposit their shares with the corresponding trust institution or with S.D. Indeval Instituto para el Depósito de Valores, S.A. de C.V., a privately-owned securities depositary that acts as a clearinghouse for transactions on the Mexican Stock Exchange (“Indeval”), or an institution for the deposit of securities prior to the meeting as indicated in the notice. If entitled to attend the meeting, a shareholder may be represented by an attorney-in-fact or vote by proxy.

Limitations on Ownership of Shares

Our bylaws provide that Series A shares shall represent at all times no less than 50.1% of the capital stock represented by ordinary shares and may be held by Mexican investors only. Under our bylaws, in the event Series A shares are subscribed or acquired by a holder of other series of shares, and such holder is a non-Mexican investor, its Series A shares shall be automatically converted into shares of the other series owned by the holder. This conversion will be considered perfected simultaneously with the subscription or acquisition of the Series A shares. Additionally our bylaws provide that the Series B and Series D shares, together, shall not exceed 49.9% of all outstanding common shares with full voting rights (excluding Series L shares).

Redemption

Our fully paid shares are subject to redemption in connection with either (1) a reduction of capital stock or (2) a redemption with distributable earnings, which, in either case, must be approved by our shareholders. The shares subject to any such redemption would be selected by us by lot or in the case of redemption with distributable earnings, by purchasing shares by means of a tender offer conducted on the Mexican Stock Exchange, in accordance with Mexican law.

Repurchase of Shares

According to our bylaws, and subject to the provisions of the Mexican Securities Market Law and the rules promulgated by the CNBV, we may freely repurchase our own shares for a maximum amount in Mexican pesos previously approved by our shareholders meeting. In accordance with the Mexican Securities Market Law, our subsidiaries may not purchase, directly or indirectly, shares of our capital stock or any security that represents such shares.

Changes in Capital Stock

According to our bylaws, any change in our authorized capital stock requires a resolution of a shareholders meeting. We are permitted to issue shares representing fixed capital and shares representing variable capital. The fixed portion of our capital stock may be increased or decreased only by amendment to our bylaws adopted by a resolution at an extraordinary meeting of the shareholders. The variable portion of our capital stock may be increased or decreased by resolution of an ordinary meeting of the shareholders without amending our bylaws. All changes in the fixed or variable capital have to be registered in our capital variation registry, as required by the applicable law. A capital stock increase may be effected through the issuance of new shares for payment in cash or in kind, or by capitalization of indebtedness or of certain items of equity. Treasury stock may only be sold pursuant to a public offering.

Preemptive Rights

The Mexican Securities Market Law permits the issuance and sale of shares through a public offering without granting shareholders preemptive rights, if permitted by the bylaws and upon, among other things, authorization of the CNBV and the approval of the extraordinary shareholders meeting called for such purpose. Under Mexican law and our bylaws, except in limited circumstances (including mergers, sale of repurchased shares, convertible securities into shares and capital increases by means of payment in kind for shares or shares issued in return for the cancellation of debt), in the event of an increase in our capital stock, a holder of record generally has the right to subscribe shares of a series held by such holder sufficient to maintain such holder’s existing proportionate holding of shares of that series. Preemptive rights must be exercised during a term fixed by the shareholders at the meeting declaring the capital increase, which term must last at least 15 days following the publication of notice of the capital increase through an electronic system of the Mexican Ministry of Economy. Shares subject to a preemptive rights offering, with respect to which preemptive rights have not been exercised, may be sold by us to third parties on the same terms and conditions previously approved by the shareholders or the board of directors. Under Mexican law, preemptive rights cannot be waived in advance or be assigned, or be represented by an instrument that is negotiable separately from the corresponding shares.

Appraisal Rights

Whenever the shareholders approve a change of corporate purpose, change of nationality or change our corporate form, any shareholder entitled to vote on such change that has voted against it, may withdraw as our shareholder and have its shares redeemed at a price per share calculated as specified under applicable Mexican law, provided that it exercises its right within 15 days following the adjournment of the meeting at which the change was approved. In this case, the shareholder would be entitled to the reimbursement of its shares, in proportion to our assets in accordance with the last approved balance sheet. Because holders of Series L shares are not entitled to vote on certain types of these changes, these withdrawal rights are available to holders of Series L shares in fewer cases than to holders of other series of our capital stock.

Liquidation

Upon our liquidation, one or more liquidators may be appointed to wind up our affairs. All fully paid and outstanding shares of capital stock (including Series L and Series B shares) will be entitled to participate equally in any distribution upon liquidation. Shares that are only partially paid participate in any distribution upon liquidation in the proportion that they have been paid at the time of liquidation. There are no liquidation preferences for any series of our shares.

Forfeiture of Shares

As required by Mexican law, our bylaws provide that non-Mexican holders of our shares are (1) considered to be Mexican with respect to such shares that they acquire or hold and (2) may not invoke the protection of their own governments in respect of the investment represented by those shares. Failure to comply with our bylaws may result in a penalty of forfeiture of a shareholder’s capital stock in favor of the Mexican state. Under this provision, a non-Mexican holder of our shares (including a non-Mexican holder of ADSs) is deemed to have agreed not to invoke the protection of its own government by asking such government to commence a diplomatic claim against the Mexican state with respect to its rights as a holder of Series B and Series L shares, but is not deemed to have waived any other rights it may have, including any rights under the United States securities laws, with respect to its investment. If a shareholder invokes governmental protections in violation of this agreement, its shares may be forfeited to the benefit of the Mexican state.

Description of Our Units

Holders of the Units are entitled to the same rights and are subject to the same restrictions regarding dividends, voting rights, transfers, minority rights, ownership, redemption, repurchases by the Registrant, changes in capital stock, preemptive rights, appraisal rights, liquidation and forfeiture as apply to the underlying Series B and Series L shares that form each Unit. See “Description of our Series B and Series L Shares” above.

According to our bylaws, during the fifth year after the creation of the Units, the Units may be unwound into the underlying Series B and Series L shares through a special shareholders meeting which will require 75% of each of the Series B and the Series L shares to be present or represented and the affirmative vote of holders representing at least 51% of the fully subscribed and paid shares of each series. Alternatively, our board of directors may at any time submit for vote to the holders of Series B and Series L shares whether to unwind the Units into Series B and Series L shares. The board of directors would need to provide three months’ notice of the special shareholders meeting, and the same quorum and voting thresholds would apply. If the holders of the Series B and Series L shares vote to unwind the Units, the underlying Series B and Series L shares would trade separately on the Mexican Stock Exchange one year after the approval.

Description of American Depositary Shares

We expect to appoint The Bank of New York Mellon as depositary (the “Depositary”) pursuant to an Amended and Restated Deposit Agreement, to be dated on or around April 11, 2019, between the Registrant and The Bank of New York Mellon, as ADS depositary (the “Deposit Agreement”). The Depositary’s Corporate Trust Office and its principal executive office are located at 240 Greenwich Street, New York, New York 10286. ADSs represent ownership interests in securities that are on deposit with the Depositary. The Depositary typically appoints a custodian to safekeep the securities on deposit. The Deposited Securities are deposited with BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer, the custodian and agent of the Depositary in Mexico (the “Custodian”). ADSs are normally evidenced by certificates that are commonly known as American Depositary Receipts (“ADRs”). So long as any ADSs are listed on one or more stock exchanges in the United States, the Depositary will act as registrar or, with our approval, appoint a registrar or one or more co-registrars, for registration of ADRs in accordance with any requirements of such exchanges.

Set forth below is a summary description of the material terms of the ADSs and the material rights of a holder of ADSs. Because it is a summary, it does not describe every aspect of the ADSs and the Deposit Agreement. For more complete information, you should read the entire Deposit Agreement, which includes the form of ADR. The Deposit Agreement is incorporated by reference to Exhibit 1.2.

Under the Deposit Agreement, the Depositary executes and delivers ADRs. Each ADS represents 10 Units, each Unit consisting of 3 Series B shares and 5 Series L shares (together, the “Deposited Securities”). If the Units are unwound, as described in “Description of Our Units,” we expect that each ADS will continue to represent the same underlying 30 Series B shares and 50 Series L shares. Only persons in whose names ADRs are registered on the books of the Depositary will be treated by us and the Depositary as owners of ADSs.

Procedures for Voting

Holders of ADSs receive notice of shareholders meetings from the Depositary in sufficient time to enable such holders to return voting instructions to the Depositary in a timely manner. Our past practice, which we intend to continue, has been to inform the Depositary to timely notify holders of ADSs of upcoming vote requests and ask for their instructions. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Deposited Securities, other than in accordance with the instructions received by an ADS holder. Upon written request of any holder or beneficial owner of ADSs received on or before the date established by the Depositary for such purpose, the Depositary shall (a) as early as practicable prior to such meeting, issue to such beneficial owner an admission ticket for such meeting and (b) notify the Registrant, at least two Mexico City business days prior to such meeting, of the identity of such beneficial owner.

Dividends and Distributions

Holders of ADSs have the right to receive dividends and distributions made on the Deposited Securities. Receipt of these distributions may be limited, however, by practical considerations and legal restrictions. Holders will receive distributions they are entitled to receive under the terms of the Deposit Agreement in proportion to the number of ADSs they hold as of a specified record date.

Dividends on the Deposited Securities are paid in Mexican pesos. Whenever a dividend or distribution is made on the Deposited Securities, the Depositary will convert the cash dividend or other cash distribution into U.S. dollars and distribute the proceeds as promptly as practicable in proportion to the number of ADSs held, so long as the conversion pursuant to applicable law is reasonable and the U.S. dollars are transferable into the United States. The amounts distributed to ADS holders will be net of fees, expenses, taxes and governmental charges payable by the ADS holders under the terms of the Deposit Agreement and applicable law. If the Depositary determines that Mexican pesos received by it cannot be converted on a reasonable basis or transferred into the United States, or if any approval or license of any government or agency thereof which is required for such conversion is denied or in the opinion of the Depositary is not obtainable, or if any such approval or license is not obtained within a reasonable period, the Depositary shall (a) as to that portion of Mexican pesos that is convertible into Dollars, make such conversion and, if permitted by applicable law, transfer such U.S. dollars to the United States for distribution to ADS holders and (b) as to the nonconvertible balance, if any, (i) if requested in writing by an ADS holder, distribute or cause the Custodian to distribute the Mexican pesos (or an appropriate document evidencing the right to receive Mexican pesos) received by the Depositary or Custodian to such holder and (ii) the Depositary shall hold or shall cause the Custodian to hold any amounts of nonconvertible Mexican pesos not distributed (without liability for interest) for the respective accounts of the ADS holders entitled to receive the cash dividend or distribution. Mexico does not currently impose any restrictions on the payment and transfer of U.S. dollars outside of Mexico.

Whenever we make a free distribution of Deposited Securities, the Depositary may, after consultation with us, and will if we shall so request, distribute as promptly as practicable to holders of ADSs entitled thereto, in proportion to the number of ADSs held by them, additional ADSs evidencing an aggregate number of ADSs representing the amount of Deposited Securities received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Deposited Securities and the issuance of ADSs, including the withholding of any tax or other governmental charge and the payment of fees of the Depositary. If additional ADSs are not so distributed, each ADS shall thereafter also represent the additional securities distributed upon the Deposited Securities represented. The Depositary will distribute only whole numbers of ADSs. The Depositary will sell any remaining fractional entitlements and distribute the proceeds of that sale in the same manner as in a cash distribution. The distribution of ADSs will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the Deposit Agreement and applicable law. In order to pay those taxes and governmental charges, the Depositary may sell all or a portion of the Deposited Securities.

Whenever we intend to offer rights to the holders of Deposited Securities to subscribe for additional securities or any other rights of any other nature, after consultation with us, the Depositary will determine the procedure to be followed in making such rights available to ADS holders or in disposing of such rights for the benefit of such ADS holders and making the net proceeds available in U.S. dollars to such ADS holders. If the Depositary determines it is lawful and feasible, the Depositary may, and will, at our request, make the rights available to ADS holders by means of warrants or otherwise. If the Depositary distributes warrants or other instruments for rights to purchase additional Deposited Securities, holders of ADSs may instruct the Depositary to exercise such rights and upon payment by such holder to the Depositary of an amount equal to the purchase price of the Deposited Securities to be received upon the exercise of such rights and the fees of the Depositary and any other charges as set forth in such warrants or other instruments, the Depositary shall, on behalf of such holder, exercise the rights and purchase such Deposited Securities, and we shall cause such Deposited Securities so purchased to be delivered to the Depositary on behalf of such holder. As agent for such holder, the Depositary will cause the Deposited Securities so purchased to be deposited with the Custodian and shall execute and deliver ADSs to such holder. If the Depositary determines that it is not lawful or feasible to make the rights available to ADS holders but that it is lawful and feasible to sell the rights, the Depositary may, and will if we request, sell the rights, warrants or other instruments at public or private sale, at such place or places and upon proper terms, allocating the net proceeds of the sale for the accounts of the ADS holders otherwise entitled to such rights, warrants or other instruments upon an averaged or other practicable basis without regard to any distinctions among holders on account of exchange restrictions or the date of delivery of an ADS or otherwise.

We may, in our sole discretion, decide not to register under the Securities Act securities to which such rights relate where registration under the Securities Act may be required in connection with the offer or sale of such securities. In such case, ADS holders would not be permitted to purchase such securities or otherwise exercise such rights and the Depositary may dispose of such rights for the account of such holders as described in the prior paragraph. Such a disposal of such rights may reduce the equity interest of the holders of ADSs in us. Because Mexican law prohibits the issuance of preemptive rights in negotiable form, it is unlikely that there will be any opportunity for the Depositary to sell preemptive rights.

If the Depositary determines that a distribution of property other than cash (including Deposited Securities or subscription rights for Deposited Securities) is subject to any taxes or governmental charges that the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable to pay such taxes or charges, and thereafter will distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes or charges to the ADS holders entitled thereto.

Notices, Reports, and Proxy Soliciting Materials

On or before the day we send a notice of any shareholders meeting or any adjourned meeting, or any taking of any action in respect of any cash or other distributions, we will send to the Depositary and the Custodian a copy of the notice.

We will also promptly furnish to the Depositary and the Custodian English translations of any reports, notices or other communications generally transmitted to shareholders. If requested in writing by us, the Depositary will arrange for the mailing, at our expense (unless otherwise agreed by us and the Depositary), of copies of such notices, reports and communications to all holders of ADSs.

The Depositary will make available for inspection by ADS holders at its corporate trust office any reports and communications received from us, including any proxy soliciting material distributed by us, which are both (a) received by the Depositary, the Custodian or a nominee of either as the holder of the Deposited Securities and (b) made generally available to the holders of such Deposited Securities by us. The Depositary will also, upon written request, send to ADS holders copies of such reports and communications, including any such proxy soliciting material, furnished by us as provided in the Deposit Agreement.

We are required to file certain reports with the Commission pursuant to the Exchange Act. Such reports are available for review and copying at the public reference facilities of the Commission. We are exempt from the rules under the Exchange Act prescribing the furnishing and the content of proxy statements.

Amendment, Extension or Termination of the Deposit

The form of the ADRs and the Deposit Agreement may be amended at any time by us and the Depositary without the consent of holders of ADSs. Any amendment that imposes or increases any fees or charges (other than taxes and other governmental charges, registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or that otherwise prejudices any substantial existing right of ADS holders, will not affect the outstanding ADSs until the expiration of 30 days after notice of such amendment has been given to the holders of outstanding ADSs. Every holder of an ADS at the time such amendment becomes effective will be deemed, by continuing to hold such ADS, to consent and agree to such amendment and to be bound by the amended Deposit Agreement. Except to comply with mandatory provisions of applicable law, in no event may any amendment impair the right of any ADS holder to surrender its ADSs in exchange for the Deposited Securities or other deposited securities represented by those ADSs.

If we so instruct, the Depositary will terminate the Deposit Agreement by mailing a termination notice to the holders of all applicable ADSs then outstanding at least 30 days prior to the date fixed in such notice for the termination. The Depositary may also terminate the Deposit Agreement at any time 60 days after the Depositary shall have delivered to us a notice of its election to resign. If any ADSs remain outstanding after the date of termination, the Depositary will discontinue the registration of transfers of ADSs subject to the Deposit Agreement, will suspend the distribution of dividends to the holders and will not give any further notices or perform any further acts under such Deposit Agreement, except (1) the collection of dividends and other distributions pertaining to the Deposited Securities, (2) the sale of rights and other property as provided in the Deposit Agreement and (3) the delivery of Deposited Securities, together with any dividends or other distributions and the net proceeds of the sale of any rights or other property received, in exchange for surrendered ADSs subject to the applicable terms of the Deposit Agreement, including the payment of the fees and other charges of the Depositary. At any time after the expiration of two months from the date of termination, the Depositary may sell the Deposited Securities and hold the net proceeds, together with any other cash then held, without liability for interest, in trust for the pro rata benefit of the holders of ADSs that have not already been surrendered. After making such sale, the Depositary will be discharged from all its obligations to us except for certain indemnification and accounting obligations. Upon the termination of the Deposit Agreement, we will also be discharged of all obligations, except for certain obligations to the Depositary.

Execution and Transfer

The ADSs are transferable on the books of the Depositary, provided that the Depositary may close the transfer books, after consultation with us, at any time and from time to time, (a) after consultation with us to the extent practicable, when deemed expedient by it in connection with the performance of its duties or (b) at our reasonable request. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any ADS, the delivery of any distribution thereon or withdrawal of Deposited Securities, we, the registrar, the Depositary, or the Custodian may require payment from the person presenting the ADS or the depositor of such Deposited Securities of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax, charge or fee with respect to the Deposited Securities being deposited or withdrawn) and payment of any applicable fees payable to the Depositary. The Depositary may refuse to deliver ADSs, register the transfer of any ADS or make any distribution of, or related to, the underlying Deposited Securities until it has received proof of citizenship or residence, exchange control approval, legal or beneficial ownership of the ADSs or other securities. The execution and delivery or transfer of ADSs generally may be suspended during any period when the transfer books of the Depositary or our transfer books are closed or if any such action is deemed necessary or advisable by the Depositary or us at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or any securities exchange on which the Deposited Securities or ADSs are listed, or under any provision of the Deposit Agreement, or for any other reason.

ADS holders may inspect the transfer books of the Depositary at any reasonable time, provided that such inspection shall not be for the purpose of communicating with holders of ADSs in the interest of a business or object other than our business or a matter related to the Deposit Agreement or the ADSs.

Deposit and Withdrawal of Deposited Securities

The Deposited Securities are deposited with the Custodian in an account maintained with Indeval and registered in the name of the Custodian. The Custodian is the holder of record of all Deposited Securities represented by ADSs. Subject to the terms and conditions of the Deposit Agreement, upon transfer of additional Deposited Securities to the account of the Custodian at Indeval, the Depositary will execute and deliver additional ADRs. Ownership of beneficial interests in the Deposited Securities transferred in this way will be shown on, and transfers of the ownership of such interests will be effected through, records maintained by Indeval or institutions with accounts at Indeval.

When Deposited Securities are deposited or evidence of rights to receive Deposited Securities by physical delivery or electronic transfer is given to the Custodian, the Depositary will execute and deliver ADRs, either to its corporate trust office, or upon written order directly to named person(s) for the number of ADSs issuable in respect of such deposit of Deposited Securities. The deposit of Deposited Securities or evidence of rights to receive Deposited Securities must be accompanied by appropriate instruments or evidence of transfer acceptable to the Custodian, a delivery order and any other documents the Custodian or the Depositary may require. The ADR delivery will only be made upon payment of applicable fees, taxes and other charges.

A holder of ADSs is entitled to surrender its ADSs to the Depositary for cancellation and to receive delivery of the Deposited Securities represented by its ADSs. In order to withdraw the Deposited Securities represented by its ADSs, the holder withdrawing will be required to pay the fees of the Depositary for cancellation of its ADSs and the charges and taxes payable for the transfer of the deposited securities being withdrawn. A holder will have the right to withdraw the Deposited Securities at any time except for:

•

temporary delays caused by closing of the transfer books of the Depositary or our transfer books, or the deposit of securities in connection with voting at a shareholder’s meeting or the payment of dividends;

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obligations to pay fees, taxes and similar charges; or

•

compliance with any U.S. or foreign laws or governmental regulations relating to the ADSs or to the withdrawal of the Deposited Securities.

Upon surrender of ADSs at the corporate trust office of the Depositary, and after payment of the fees, taxes and governmental charges provided in the Deposit Agreement and, subject to the terms and conditions of the Deposit Agreement, ADS holders are entitled to delivery, to them or upon their order, of the Deposited Securities (or, if the Deposited Securities are in book entry form, registration of ownership) and any other property represented by the surrendered ADSs. The delivery will be made at the office of the Custodian except that the Depositary may deliver any property at its office. The holder withdrawing the ADSs assumes the risk for delivery of all funds and securities upon withdrawal.

Preemptive Rights

As a result of applicable United States securities laws, holders of ADSs may be restricted in their ability to participate in the exercise of preemptive rights under the terms of the Deposit Agreement. Shares subject to a preemptive rights offering, with respect to which preemptive rights have not been exercised, may be sold by us to third parties on the same terms and conditions previously approved by the shareholders or the board of directors. Under Mexican law, preemptive rights cannot be waived in advance or be assigned, or be represented by an instrument that is negotiable separately from the corresponding shares.

Limitation Upon the Liability of the Depositary

Neither the Depositary nor the Registrant are liable to holders of ADSs (a) if prevented or delayed in performing their obligations under the Deposit Agreement by the law of any country, by any governmental authority or by any circumstances beyond their control or any provision of our bylaws or of the Deposited Securities deposited pursuant to the Deposit Agreement, (b) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement, (c) for the inability of any holder or beneficial owner of ADSs to benefit from any distribution, offering, right or other benefit that is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to holders or beneficial owners of ADSs, or (d) for any special, consequential, indirect or punitive damages as a result of any breach of the terms of the Deposit Agreement. Neither the Depositary nor the Registrant will be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any governmental authority, any person presenting securities for deposit, any holder or beneficial owner of ADSs or any other person believed by it in good faith to be competent to give such advice or information.

In addition, the Depositary shall not be liable for (a) any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary, (b) the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of ADSs or Deposited Securities or otherwise; provided that the Depositary performed its obligations without negligence or bad faith, or (c) any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith.

Our obligations and those of the Depositary to holders of ADSs under the Deposit Agreement are expressly limited to performing their respective duties specified therein without negligence or bad faith.

Fees and Charges

An ADS holder is required to pay the following fees and charges to the Depositary:

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a fee of $5.00 or less per 100 ADSs (or portion thereof) for the execution, delivery and surrender of ADRs;

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a fee of $0.02 or less per ADS (or portion thereof) for cash distributions;

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a fee for the distribution of securities or rights equal to the fee for the execution and delivery of ADSs referred to above which would have been charged as a result of the deposit of such securities, but which securities or rights are instead distributed by the Depositary to the ADSs holders;

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an annual fee of $0.05 or less per ADS (or portion thereof) for depositary services; and

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any other charge payable by the Depositary, the Custodian, or any of the Depositary’s other agents in connection with the servicing of Deposited Securities or other deposited securities.

An ADS holder is also responsible for paying or reimbursing the Depositary for expenses, taxes and governmental charges including, but not limited to:

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transfer and registration fees charged by the registrar and transfer agent for eligible and deposited securities, such as upon deposit of eligible securities and withdrawal of deposited securities;

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expenses for cable, telex and fax transmissions and for delivery of securities;

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expenses incurred for converting Mexican pesos into U.S. dollars; and

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taxes and duties upon the transfer of securities, such as when eligible securities are deposited or withdrawn.

Note that the fees and charges that a holder of ADSs is required to pay vary over time and may be changed by us and the Depositary.

Taxation

Mexican Taxation

This summary is based upon the Mexican federal tax laws as in effect on the date hereof, including the provisions of the income tax treaty between the United States and Mexico and the protocols thereto (the “Tax Treaty”), which are subject to change. This summary does not purport to be a description of all of the possible tax considerations that may be relevant to a decision to purchase, hold or dispose of the Units or ADSs. In particular, this discussion does not address all Mexican federal income tax considerations that may be relevant to a particular investor, nor does it address the special tax rules applicable to certain categories of investors, such as banks, dealers, traders who elect to mark to market, tax-exempt entities, insurance companies, certain short-term holders of Units or ADSs or investors who hold the Units or ADSs as part of a hedge, straddle, conversion or integrated transaction, partnerships or partners therein. For purposes of this summary, the term “non-resident holder” means a holder that is not a resident of Mexico and that does not hold the Units or ADSs in connection with the conduct of a trade or business through a permanent establishment in Mexico. For purposes of Mexican taxation, an individual is a resident of Mexico if he or she has established his or her home in Mexico, or if he or she has another home outside Mexico but his or her “center of vital interests” (as defined in the Mexican Tax Code) is located in Mexico. The “center of vital interests” of an individual is situated in Mexico when, among other circumstances, more than 50% of that person’s total income during a calendar year originates from within Mexico. A legal entity is a resident of Mexico if it has its principal place of business or its place of effective management in Mexico. A Mexican citizen is presumed to be a resident of Mexico unless such a person can demonstrate that the contrary is true. If a legal entity or an individual is deemed to have a permanent establishment in Mexico for tax purposes, all income attributable to such a permanent establishment will be subject to Mexican taxes, in accordance with applicable tax laws.

No gain or loss should be recognized for Mexican income tax purposes as a result of the Stock Split in which Series L shares are exchanged for Units.

Under Mexican income tax laws, dividends, either in cash or in kind, paid to individuals that are Mexican residents or individuals or companies that are non-Mexican residents, on the Series B shares and Series L shares underlying our Units or ADSs, are subject to a 10% withholding tax, or a lower rate if covered by a tax treaty. Profits that were earned and subject to income tax before January 1, 2014 are exempt from this withholding tax.

Gains from the sale or disposition of Units carried out on the Mexican Stock Exchange or another approved securities market in Mexico by individuals that are Mexican residents will be subject to an income tax rate of 10%, and gains from the sale or disposition of Units carried out on the Mexican Stock Exchange or another approved securities market in Mexico by individuals and companies that are non-Mexican residents will be subject to a 10% Mexican withholding tax. The cost at which shares were acquired prior to January 1, 2014, is calculated by using the average closing price per share in the last twenty-two days. If the closing price per share in the last twenty-two days is considered unusual as compared to the closing prices in the last six months, then the calculation is made using the average closing price per share in the last six months. However, a holder that is eligible to claim benefits from any tax treaty will be exempt from Mexican withholding tax on gains realized on a sale or other disposition of Units, provided certain additional requirements are met.

Gains on the sale or other disposition of Units or ADSs made in a transaction that is not carried out through the Mexican Stock Exchange or other approved securities market in Mexico generally would be subject to Mexican tax, regardless of the nationality or residence of the transferor. However, under the Tax Treaty, a holder that is eligible to claim the benefits of the Tax Treaty will be exempt from Mexican tax on gains realized on such a sale or other disposition of Units or ADSs, so long as the holder did not own, directly or indirectly, 25% or more of our total capital stock (including Units represented by ADSs) within the 12-month period preceding such sale or other disposition and provided that the gains are not attributable to a permanent establishment or a fixed base in Mexico. Deposits of Units in exchange for ADSs and withdrawals of Units in exchange for ADSs will not give rise to Mexican tax.

There are no Mexican inheritance, gift, succession or value added taxes applicable to the ownership, transfer, exchange or disposition of the ADSs or Units, although gratuitous transfers of Units may in certain circumstances cause a Mexican federal tax to be imposed upon the recipient. There are no Mexican stamp, issue, registration or similar taxes or duties payable by holders of the Units.

United States Taxation

The following summary contains a description of certain U.S. federal income tax consequences of the purchase, ownership and disposition of our Units or ADSs by a holder that is a citizen or resident of the United States, a U.S. domestic corporation or a person or entity that otherwise will be subject to U.S. federal income tax on a net income basis in respect of the Units or ADSs, which we refer to as a U.S. holder, but it does not purport to be a description of all of the possible tax considerations that may be relevant to a decision to purchase, hold or dispose of the Units or ADSs. In particular, this discussion does not address all U.S. federal income tax considerations that may be relevant to a particular investor, nor does it address the special tax rules applicable to certain categories of investors, such as banks, dealers, traders who elect to mark to market, tax-exempt entities, insurance companies, certain short-term holders of Units or ADSs or investors who hold the Units or ADSs as part of a hedge, straddle, conversion or integrated transaction, partnerships or partners therein, non-resident alien individuals present in the United States for 183 days or more or investors who have a “functional currency” other than the U.S. dollar. U.S. holders should be aware that the tax consequences of holding the Units or ADSs may be materially different for investors described in the preceding sentence. This summary deals only with U.S. holders that will hold the Units or ADSs as capital assets and does not address the tax treatment of a U.S. holder that owns or is treated as owning 10.0% or more of the shares by vote or value (including Units) of our company.

This summary is based on provisions of the Internal Revenue Code of 1986, as amended, and regulations, rulings and judicial interpretations thereof, in force as of the date hereof, and the Tax Treaty. Those authorities may be changed at any time, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those summarized below. In general, for U.S. federal income tax purposes, holders of ADSs will be treated as the owners of the Units represented by those ADSs.

U.S. Tax Consequences for U.S. Holders

Taxation of Stock Split. Generally, no gain or loss is recognized for U.S. federal income tax purposes upon the exchange of old common stock solely for new common stock of the same corporate issuer. As a result, U.S. holders are not expected to recognize gain or loss as a result of the Stock Split. A U.S. holder’s basis in the Units (or ADSs) held immediately after the Stock Split should be the same as the basis of the Series L shares (or ADSs) it held immediately prior to the Stock Split. A U.S. holder’s holding period in the Units (or ADSs) held immediately after the Stock Split should include its holding period for the Series L shares (or ADSs) held immediately prior to the Stock Split.

Taxation of Dividends . The gross amount of any distributions paid to holders of our Units or the ADSs, to the extent paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, generally will be included in the gross income of a U.S. holder as foreign source dividend income on the day on which the dividends are received by the U.S. holder, in the case of our Units, or by the depositary, in the case of our Units represented by ADSs, and will not be eligible for the dividends received deduction allowed to corporations under the Internal Revenue Code of 1986, as amended. Because we do not expect to maintain calculations of our earnings and profits in accordance with U.S. federal income tax principles, it is expected that distributions paid to U.S. holders generally will be reported as dividends.

Dividends, which will be paid in Mexican pesos, will be included in the income of a U.S. holder in a U.S. dollar amount calculated, in general, by reference to the exchange rate in effect on the date that they are received by the U.S. holder, in the case of our Units, or by the depositary, in our Units represented by ADSs (regardless of whether such Mexican pesos are in fact converted into U.S. dollars on such date). If such dividends are converted into U.S. dollars on the date of receipt, a U.S. holder generally should not be required to recognize foreign currency gain or loss in respect of the dividends. U.S. holders should consult their own tax advisors regarding the treatment of foreign currency gain or loss, if any, on any pesos received by a U.S. holder or depositary that are converted into U.S. dollars on a date subsequent to receipt.

The amount of Mexican tax withheld generally will give rise to a foreign tax credit or deduction for U.S. federal income tax purposes. Dividends generally will constitute “passive category income” for purposes of the foreign tax credit (or in the case of certain U.S. holders, “general category income”). The foreign tax credit rules are complex. U.S. holders should consult their own tax advisors with respect to the implications of those rules for their investments in our Units or ADSs.

Subject to certain exceptions for short-term and hedged positions, the U.S. dollar amount of dividends received by an individual U.S. holder of our Units or ADSs generally is subject to taxation at the preferential rates applicable to long-term capital gains if the dividends are “qualified dividends.” Dividends paid to holders of our Units or ADSs will be treated as qualified dividends if (1) we are eligible for the benefits of a comprehensive income tax treaty with the United States that the Internal Revenue Service has approved for the purposes of the qualified dividend rules, or the dividends are paid with respect to ADSs that are readily tradable on an established U.S. securities market and (2) the issuer was not, in the year prior to the year in which the dividend was paid, and is not, in the year in which the dividend is paid a passive foreign investment company. The income tax treaty between Mexico and the United States has been approved for the purposes of the qualified dividend rules. The ADSs are listed on the NYSE, and will qualify as readily tradable on an established securities market in the United States so long as they are so listed. Based on our audited consolidated financial statements and relevant market and shareholder data, we believe that we were not treated as a passive foreign investment company for U.S. federal income tax purposes with respect to our 2018 taxable year. In addition, based on our audited financial statements and our current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market and shareholder data, we do not anticipate becoming a passive foreign investment company for our 2019 taxable year.

Distributions to U.S. holders of additional Units with respect to their Units or ADSs that are made as part of a pro rata distribution to all of our shareholders generally will not be subject to U.S. federal income tax.

Taxation of Capital Gains . A gain or loss realized by a U.S. holder on the sale or other disposition of ADSs or Units will be subject to U.S. federal income taxation as capital gain or loss in an amount equal to the difference between the amount realized on the disposition and such U.S. holder’s tax basis in the ADSs or Units. Any such gain or loss will be a long-term capital gain or loss if the ADSs or Units were held for more than one year on the date of such sale. Long-term capital gain recognized by a U.S. holder that is an individual is subject to reduced rates of federal income taxation. The deduction of capital loss is subject to limitations for U.S. federal income tax purposes. Deposits and withdrawals of Units by U.S. holders in exchange for ADSs will not result in the realization of gain or loss for U.S. federal income tax purposes.

Gain, if any, realized by a U.S. holder on the sale or other disposition of Units or ADSs will be treated as U.S. source income for U.S. foreign tax credit purposes. Consequently, if a Mexican withholding tax is imposed on the sale or disposition of the Units or ADSs, a U.S. holder that does not receive significant foreign source income from other sources may not be able to derive effective U.S. foreign tax credit benefits in respect of these Mexican taxes. U.S. holders should consult their own tax advisors regarding the application of the foreign tax credit rules to their investment in, and disposition of, Units or ADSs.

United States Backup Withholding and Information Reporting . A U.S. holder of Units or ADSs may, under certain circumstances, be subject to “information reporting” and “backup withholding” with respect to certain payments to such U.S. holder, such as dividends or the proceeds of a sale or disposition of Units or ADSs unless such holder (1) comes within certain exempt categories and demonstrates this fact when so required, or (2) in the case of backup withholding, provides a correct taxpayer identification number, certifies that it is not subject to backup withholding and otherwise complies with applicable requirements of the backup withholding rules. Any amount withheld under these rules does not constitute a separate tax and will be creditable against the holder’s U.S. federal income tax liability.

Specified Foreign Financial Assets . Certain U.S. holders that own “specified foreign financial assets” with an aggregate value in excess of US$50,000 are generally required to file an information statement along with their tax returns, currently on Form 8938, with respect to such assets. “Specified foreign financial assets” include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer (which would include the Units and ADSs) that are not held in accounts maintained by financial institutions. Higher reporting thresholds apply to certain individuals living abroad and to certain married individuals. Regulations extend this reporting requirement to certain entities that are treated as formed or availed of to hold direct or indirect interests in specified foreign financial assets based on certain objective criteria. U.S. holders who fail to report the required information could be subject to substantial penalties. Prospective investors should consult their own tax advisors concerning the application of these rules to their investment in the Units or ADSs, including the application of the rules to their particular circumstances.

U.S. Tax Consequences for Non-U.S. Holders

Taxation of Dividends, Capital Gains and Stock Split . Subject to the discussion below under “ United States Backup Withholding and Information Reporting ,” a holder of Units or ADSs that is not a U.S. holder (a “non-U.S. holder”) generally will not be subject to U.S. federal income or withholding tax on dividends received on the Units or ADSs, on any gain realized on the sale of Units or ADSs or on the distribution of Units pursuant to the Stock Split.

United States Backup Withholding and Information Reporting . While non-U.S. holders generally are exempt from information reporting and backup withholding, a non-U.S. holder may, in certain circumstances, be required to comply with certain information and identification procedures in order to prove this exemption.

Item 2. Exhibits.


Exhibit No.		Description

1.1		English translation of the Registrant’s current Bylaws ( estatutos sociales ).

1.2		Form of Amended and Restated Deposit Agreement, by and among the Registrant, The Bank of New York Mellon, as ADS depositary, and owners and beneficial owners of American Depositary Receipts (incorporated by reference to Exhibit 1 to the Registration Statement on Form F-6 (File No. 333-230650) filed with the Commission on April 1, 2019).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned hereunto duly authorized.


	COCA-COLA FEMSA, S.A.B. DE C.V.

Date: April 10, 2019	By:	/s/ Carlos Luis Díaz Sáenz
	Name:	Carlos Luis Díaz Sáenz
	Title:	Attorney-in-Fact

	By:	/s/ Gustavo Efrain Castillo Jaramillo
	Name:	Gustavo Efrain Castillo Jaramillo
	Title:	Attorney-in-Fact

Exhibit 1.1

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FOR INFORMATION PURPOSES ONLY

COCA-COLA FEMSA, S.A.B. DE C.V.

BYLAWS

CHAPTER I

NAME, PURPOSE, DURATION, LEGAL RESIDENCE AND NATIONALITY OF THE COMPANY

ARTICLE 1: The Company is called “COCA-COLA FEMSA” followed by the words “SOCIEDAD ANÓNIMA BURSÁTIL DE CAPITAL VARIABLE” (Variable Stock Corporation), or by the abbreviation “S.A.B. DE C.V.”.

ARTICLE 2: The purposes of the Company shall be:

(a) To establish, promote and organize commercial or civil companies of any type, as well as to acquire and possess shares or participations in them;

(b) To acquire, possess and sell bonds, shares, participations and securities of any type, participate in the borrowing and lending of securities, enter into partnerships, companies and joint ventures and, in general, to carry out all types of active and passive transactions involving said securities;

(c) To provide or receive advisory, consulting or other types of services in industrial, commercial, financial, legal and tax matters and in any other area related to the promotion, administration and management of companies;

(d) To acquire, build, manufacture, import, export, dispose of and, in general, conduct business with all types of machinery, equipment, raw materials and any other items necessary to the companies in which it has an interest or with which it has commercial relations;

(e) To request, obtain, register, buy, lease, sell or in any other way dispose of and acquire trademarks, commercial names, copyrights, patents, inventions, franchises, distributions, concessions and processes;

(f) To acquire, build, lease and, under any other title possess and operate, the real and personal property required by or necessary for its purpose, as well as

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to install or, under any other title operate, plants, workshops, warehouses, stores, storage facilities or depositories; to subscribe or buy and sell stocks, bonds and securities as well as to undertake any other transactions which may be necessary or conducive to the main corporate purpose; and,

(g) To draw, accept, make, endorse or guarantee negotiable instruments, issue bonds secured with real property or unsecured, and to make the company jointly and severally liable, as well as to grant security of any type with regard to the obligations entered into by the Company or by third parties, and in general, to perform such acts, enter into such contracts and carry out such other transactions as may be necessary or conducive to the corporate purpose of the Company.

ARTICLE 3: The Company shall have a term of 99 (ninety-nine) years, beginning as of the incorporation date of the Company.

ARTICLE 4: The legal domicile of the Company is Mexico City, and the Company may establish agencies, offices or branches in other places in Mexico or abroad.

ARTICLE 5: Any foreigner who, at the time of incorporation or at any subsequent time, acquires a corporate interest or participation in the Company, will be considered, by that fact alone, as Mexican with respect to such interest or participation, and it is understood that he agrees not to invoke the protection of his/her government, under the penalty, in case of failure to comply with this instrument, of forfeiting said interest or participation to the benefit of the Mexican Nation.

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CHAPTER II

CAPITAL STOCK AND SHARES

ARTICLE 6: a).- The capital stock is variable. The minimum fixed capital stock not subject to withdrawal is $820,502,794.00 (Eight Hundred and Twenty Million Five Hundred and Two Thousand Seven Hundred and Ninety four Pesos 00/100 Mexican currency) represented by 14,770,993,576 (Fourteen Billion Seven Hundred and Seventy Million Nine Hundred and Ninety-three Thousand Five Hundred and Seventy-six) shares, which are fully subscribed and paid. The variable capital is unlimited.

(b) At least 75% of the capital stock will be represented by ordinary shares, (without expression of par value). These shares will be divided into three Series: Series “A” ordinary shares with restricted transferability, Series “D” ordinary shares with restricted transferability, and Series “B” ordinary shares of free transferability. The capital stock will also be represented by not more than 25% of Series “L” shares with limited voting rights, free transferability (without expression of par value).

(c) The Series “A” shares shall represent at all times no less than 50.1% of the capital stock represented by ordinary shares, and shall be subscribed to and held only by Mexican investors. The Series “D” shares shall constitute at all times no less than 25% of the capital stock represented by ordinary shares and shall be of free subscription. The Series “B” shares shall be of free subscription and shall not exceed, together with the Series “D” shares, 49.9% of the capital stock represented by ordinary shares. Prior authorization by the National Banking and Securities Commission ( Comisión Nacional Bancaria y de Valores) and the Mexican Foreign Investment Commission ( Comisión de Inversión Extranjera) , the Series “L” shares shall not be computed for purposes of determining the amount and percentage of foreign participation in the capital stock of the Company.

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If Series “A” shares are subscribed or acquired by any other shareholders holding shares of any other Series, and such shareholders have a nationality other than Mexican, such Series “A” shares shall be automatically converted into shares of the same series of stock that such shareholder owns, and such conversion shall be considered perfected at the same time of said subscription or acquisition. In the same extent, if Series “D” shares are subscribed or acquired by any Series “A” shareholders, those shares will be automatically converted into Series “A” shares. Provided that the percentages of capital stock described in this paragraph c) are complied, the Series “A” shareholder and/or the Series “D” shareholders shall be entitled at any time to assign, in part or as a whole, their right to subscribe shares (i) in favor of a Subscription Subsidiary (as defined in article 15 (g) below) and/or in favor of any other shareholder of the other series of shares; and (ii) in favor of any of their affiliates, with the written consent of all Series “A” and Series “D” shareholders.

For purposes of the foregoing, it shall be stated the waiver of the respective pre-emptive rights, as well as the assignment of such rights, and as the case may be, the consent of the Series “A” and Series “D” shareholders in the minutes of the shareholders’ meeting approving the capital stock increase or by means of written instruments delivered to the corporate secretary of the Company before the expiration of the term to exercise such pre-emptive rights. The shares that, in exercise of a right assigned, are subscribed by shareholders holding other shares of stock, or by affiliates of such shareholders, shall be automatically converted into shares of the same series of stock that the shareholder that assigned such rights holds.

(d) The Series “A” and the Series “D” shares shall be shares with restricted transferability, and as such, shall be subject to the restrictions set forth in article 15 hereto and verification by the Company’s Trustee referred to in article 17 hereof for their transfer to be effective.

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(e) Within their respective Series, the shares give their holders the same rights and obligations.

(f) The share certificates representing the shares shall bear the signature of one Series “A” and one Series “D” director.

(g) The Series “L” shareholders shall only have voting rights in those limited matters described in these bylaws and specified in the corresponding share certificates. Such limited matters are as follows: changes in the legal form of the Company, other than changes from Sociedad Anónima Bursátil de Capital Variable to Sociedad Anónima Bursátil and vice versa; merger with another corporation, in the capacity of merged corporation, or merger with another corporation in the capacity of merging corporation, when the principal corporate purpose of the merged corporation is not related to or connected with those of the Company or its subsidiaries; and the cancellation of the registration of the shares issued by the Company in the National Registry of Securities ( Registro Nacional de Valores) or with other foreign stock exchanges in which the shares may be listed.

(h) It is understood and agreed by the holders of the Series “L” shares that under no circumstances will such holders have the right to determine the management of the Company, its investments, increases or reductions of capital stock, the issuance or amortization of the shares representing the capital stock, changes in these bylaws or the dissolution or liquidation of the Company, or have any rights other than those expressly granted pursuant to paragraph (g) of this article 6; provided , however , that the holders of Series “L” shares shall, have the right to designate up to 3 Proprietary Directors and their respective Alternate Directors, as set forth in article 25 section (a) of these bylaws.

Series “L” shareholders shall also be entitled to vote in the matters expressly mentioned by the Securities Market Law.

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(i) The Company may, subject to obtaining any necessary regulatory authorization, issue units that represent Series “B” and Series “L” shares; with respect to such units (i) each of the units will consist of five (5) Series “L” shares and three (3) Series “B” shares, and (ii) if the units are issued, such units will only be able to trade as units. The share certificates of such units shall be executed by one of the board members designated by Series “A” shareholders, and by one of the board members designated by Series “D” shareholders.

(j) During the year 2024, the holders of the units that represent Series “L” and Series “B” shares, gathered in a special shareholders’ meeting of each of the Series of shares, which will have to be convened by the board of directors at the request of any holder or group of holders that represent 5% or more of the capital stock, will have the right to decide whether the units should unwind into Series “B” and Series “L” shares to trade separately and, that the units be exchanged for share certificates that represent the underlying Series “L” shares and Series “B” shares, effectively one (1) year after its approval; and the Company will be required to disclose it to the public.

(k) Notwithstanding subsection (j) above, the board of directors will have the authority to submit to the consideration of the holders of the units, gathered in a special shareholders’ meeting of each Series of shares, at any time, whether the units should unwind into Series “L” and Series “B” shares to trade separately, provided that the call to the corresponding special shareholders’ meeting is made three (3) months in advance and that the unit be exchanged for share certificates that represent the underlying Series “L” and Series “B” shares, effectively one (1) year after its approval; and the Company will be required to disclose it to the public.

For purposes of subsections (j) and (k), the special shareholders’ meeting that decides whether the units should unwind into Series “L” and Series “B” shares to trade separately, will require seventy five percent (75%) of each of the Series “B” and Series “L” shares to be present, and the favorable vote of the shareholders present at the meeting that represent fifty one percent (51%) of each of the Series of shares.

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ARTICLE 7: The Company shall be able to issue limited voting shares, described herein as Series “L” shares, which, with prior authorization of the National Banking and Securities Commission and the Mexican Foreign Investment Commission, will be considered issued as provided in the Securities Market Law ( Ley del Mercado de Valores ) and pursuant to the corresponding authorizations issued by the National Banking and Securities Commission, and article 198 of the General Corporations Law shall not apply to such shares, and such shares shall be subject to other limitations as specified herein.

ARTICLE 8: Any increase or reduction of the fixed portion of the capital stock, and any consequent amendment of clause three of the incorporation deed and article 6 of these bylaws shall be accomplished pursuant to a resolution adopted at an extraordinary shareholders’ meeting in accordance with the terms of article 23 hereof.

In addition, in accordance with article 53 of the Securities Market Law, any capital increase by means of issuance of non-subscribed shares, which may be represented by units, kept in the treasury of the Company will be a matter subject to the approval by an extraordinary general shareholders’ meeting.

ARTICLE 9: Any increase or reduction of the variable portion of the capital stock, shall be approved by the general ordinary shareholders’ meeting pursuant to article 23 of these bylaws.

ARTICLE 10: The variable portion of the capital stock may be increased, when approved at an ordinary shareholders’ meeting, through the issuance of new shares or of units represented by new shares, or the offering of treasury shares or units represented by treasury shares, held for this purpose, provided that the

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shareholders’ shall have preemptive rights to subscribe such shares or units within their respective series of shares, provided that the shareholders’ meeting approves that such shares or units shall be paid in cash. The exercise of this right shall be carried out pursuant to the terms of article 132 of the General Corporations Law. In accordance with article 53 of the Securities Market Law, with respect to treasury shares, such shares must be subscribed by means of a public offer. The shareholders will not have the pre-emptive right abovementioned with respect to issuance of new shares or units, or placement of treasury shares or units represented by treasury shares, in connection with: (i) merger by the Company; (ii) conversion of debt instruments issued in accordance with the General Law of Securities and Credit Operations, (iii) public offer in accordance with articles 53, 56 and related provisions of the Securities Market Law; (iv) capital increase by means of in kind payment of the shares issued, or by means of cancellation of debt owed by the Company; and, (v) placement of shares repurchased, or units represented by shares repurchased, by the Company.

ARTICLE 11 : In accordance with article 50 of the Securities Market Law, variable capital stock shareholders will not have the redemption right pursuant to article 220 of the General Corporations Law.

ARTICLE 12: The Company, under the terms of the Securities Market Law and the general regulations issued by the National Banking and Securities Commission, shall be able to acquire the shares representing its capital stock or the units represented by shares of its capital stock, according to these bylaws. Pursuant to article 56 of the Securities Market Law, companies controlled by the Company will not be able to acquire, directly or indirectly, shares that represent its capital stock or units represented by such shares, or securities that represent such shares. The acquisitions made through investment companies ( sociedades de inversión ) are exempt from this prohibition.

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ARTICLE 13 : All increases or reductions of the capital stock shall be recorded by the Company in a corporate registry book kept for such purpose.

ARTICLE 14: The Company may redeem part of its shares by using distributable profits according to the following rules:

(a) The redemption must be resolved by an extraordinary shareholders’ meeting.

(b) Only fully paid shares and units represented by fully paid shares, may be redeemed.

(c) The shares to be redeemed shall be acquired pursuant to the rules set forth in article 136 of the General Corporations Law.

(d) The certificates representing redeemed shares shall be cancelled.

ARTICLE 15: (a) No sale, transfer, assignment, pledge or other disposition (any of the foregoing being hereinafter referred to as a “Transfer”) of Series “A” shares or Series “D” shares will be valid if it is not carried out in accordance with the following procedures, unless all the holders of the Series “A” and “D” shares give their prior written approval.

(b) Any shareholder that wishes to sell Series “A” or “D” shares (the “Selling Shareholder”) shall communicate such intention in writing to the Series “A” shareholders (if the shares to be sold are Series “D” shares) or to the Series “D” shareholders (if the shares to be sold are Series “A” shares) (the shareholders required to receive such notice being hereafter referred to as “Offeree Shareholders”, to the chairman of the board of directors, to the designated representative of the Series “D” directors and to the trustee referred to in article 17 of these bylaws, 90 days prior to such proposed sale. Said notice shall include the intention to sell such shares, the number of shares intended to be sold, the name of the proposed purchaser, the proposed price, which must be payable entirely in cash (the “First Refusal Price”), as well as any other terms in connection with the proposed sale.

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(c) During said period of 90 days, the Offeree Shareholders, each of whom shall be bound by the resolution of the Offeree Shareholders holding a majority of the Series “A” or Series “D” shares, as the case may be, will have an option to purchase all (but not less than all) of the shares offered at the First Refusal Price; to be paid in cash and on the same terms offered to the proposed purchaser, provided that, in the event such option is exercised, any Offeree Shareholder so required to purchase shares may designate any other person or persons on its behalf to acquire such shares and provided that the Offeree Shareholders give prior written notice of the exercise of such option to the chairman of the board of directors, to the designated representative of the Directors appointed by the Series “D” shareholders and to the trustee referred to in article 17 of these bylaws. In the event such option is exercised, (i) if the shares to be acquired pursuant to such option are Series “A” shares, each Offeree Shareholder shall be required to acquire such shares in the proportion its Series “D” shares bear with respect to all issued, subscribed and paid Series “D” shares, (ii) if the shares to be acquired pursuant to such option are Series “D” shares, each Offeree Shareholder shall be required to acquire such shares in the proportion its Series “A” shares bear with respect to all issued, subscribed and paid Series “A” shares and (iii) the Selling Shareholder and each of the Offeree Shareholders (or any designee of such Offeree Shareholder) shall consummate the transactions related to such option within 10 business days after the date on which such option is exercised.

(d) In case the Offeree Shareholders do not exercise the aforementioned purchase option, the Selling Shareholder will have 90 days beginning on the earlier of (i) the date on which the 90 day period referred to in the immediately preceding paragraph ends and (ii) the date on which the Selling Shareholder receives written notice from the Offeree Shareholders of their desire not to exercise their option, to consummate the proposed sale, in its entirety, at a price not less than the First Refusal Price and on terms no less favorable to the Selling Shareholder than those offered to the Offeree Shareholders.

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(e) At any time during which any of the shares of the Company are publicly trading on the Mexican Stock Exchange ( Bolsa Mexicana de Valores ), any holder shall be entitled to sell Series “A” or Series “D” shares through a public offering on such stock exchange, provided that it complies with the terms of paragraphs (b) through (e) of this article 15, except that the Selling Shareholder will not need to provide the Offeree Shareholders with the names of the proposed purchasers.

(f) Should any Series “A” or “D” shareholder propose to pledge its shares to a financial or credit institution (the “Pledgee”), such shareholder (the “Pledgor”) shall deliver to the chairman of the board of directors, to the designated representative of the Series “D” directors and to the trustee referred to in article 17 of these bylaws, prior to the execution of such pledge, a written agreement in which the Pledgee agrees (i) to notify the chairman of the board of directors of the Company and to the designated representative of the Series “D” directors of any event of default under the pledge, (ii) to comply with all the procedures set forth in paragraphs (b) through (d) and any other applicable provisions of this article 15 prior to any foreclosure of the pledged shares, (iii) to irrevocably waive any right of self-adjudicating the shares, even with the written consent of the shareholder that granted the pledge, until it has fully complied with such restrictions and procedures, and (iv) that the Pledgor shall be entitled to vote the pledged shares so long as it is the registered holder thereof. In the event of a foreclosure, the First Refusal Price shall be determined by an auction or, if such auction is not required by law and the transfer is to be carried out in a different manner, such First Refusal Price will be equivalent to the “Fair Market Value” of such shares, as determined pursuant to paragraph (1) of this article 15.

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(g) Notwithstanding the foregoing, (i) any shareholder (a “Subscription Shareholder”) that acquires Series “A” or Series “D” shares by subscription (or that have acquired Series “A” or Series “D” shares in connection with a capitalization in exchange for shares of the Company it acquired by subscription) may Transfer any such shares in favor of a company which such shareholder owns, directly or indirectly, more than 50% of the outstanding shares of the capital stock with voting power (with respect to such Subscription Shareholder, a “Subscription Subsidiary”), and (ii) any Subscription Subsidiary may Transfer any such shares to such Subscription Shareholder or any other Subscription Subsidiary of such Subscription Shareholder, provided that in each case the transferor shall give prior written notice to the chairman of the board of directors, the designated representative of the Directors appointed by the Series “D” shareholders and the trustee referred to in article 17 of these bylaws.

(h) Any shareholder that wishes to Transfer Series “A” or “D” shares in any manner whatsoever except as permitted by paragraphs (b) through (g) hereof (the “FMV Shares”) shall communicate such intention in writing to the Series “A” shareholders (if the FMV Shares are Series “D” shares) or to the Series “D” shareholders (if the FMV Shares are Series “A” shares) (the shareholders required to receive such notice being hereafter referred to as the “FMV Offeree Shareholders”) and to the chairman of the board of directors, the designated representative of the Series “D” Directors and the trustee referred to in 17 article of these by-laws . Said notice shall communicate the intention to Transfer the FMV Shares, the number of FMV Shares, the name of the proposed transferee and a detailed description of the proposed Transfer and the terms thereof, including the price to be paid.

(i) For a period of 90 days following delivery of such notice, FMV Offeree Shareholders holding a majority of the Series “A” or Series “D” shares, as the case may be, shall be entitled to require a determination of the Fair Market Value of the FMV Shares by delivering a notice in writing to the proposed transferor and to the

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chairman of the board of directors, the designated representative of the Series “D” Directors and the trustee referred to in article 17 of these by-laws. If such a determination is delivered, the FMV Offeree Shareholders, each of whom shall be bound by the decision of the FMV Offeree Shareholders holding a majority of the Series “A” or Series “D” shares, as the case may be, and the proposed transferor shall proceed as rapidly as practicable to determine the Fair Market Value of the FMV Shares.

(j) The FMV Offeree Shareholders, each of whom shall be bound by the decision of the FMV Offeree Shareholders holding a majority of the Series “A” or series “D” shares, as the case may be, shall have an option to purchase all (but not less than all) of the FMV Shares at a price equal to the Fair Market Value within 90 days following the determination thereof, provided that, in the event such option is exercised, any FMV Offeree Shareholder required to purchase shares may designate any other person or persons on its behalf to acquire such FMV Shares. In the event such option is exercised, (i) if the FMV Shares are Series “A” shares, each FMV Offeree Shareholder shall be required to acquire such FMV Shares proportionally to its Series “D” shares vs. the total of Series “D” shares, dully subscribed and paid (Series “D” shares), (ii) if the FMV Shares are Series “D” shares, each Offeree Shareholder shall be required to acquire such FMV shares proportionally to its Series “A” shares vs. the total of Series “A” shares, dully subscribed and paid (Series “A” shares) and (iii) the proposed transferor and each of the FMV Offeree Shareholders (or any designee of such FMV Offeree shareholder) shall conclude the transactions in relation to such option within 10 business days after the date on which such option is exercised.

(k) In case the FMV Offeree Shareholders do not exercise the aforementioned purchase option, the proposed transferor will have 90 days beginning on the earlier of (i) the date on which the 90-day option period referred to in the immediately preceding paragraph ends and, (ii) the date on which the proposed transferor receives written notice from the FMV Offeree Shareholders of their desire not to exercise their option, to conclude the proposed Transfer, in its entirety, on the terms specified in the notice referred to in paragraph (h) of this article 15.

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(l) As used in these by-laws the “Fair Market Value” of the Company’s shares shall mean an amount equal to the “Company Value”, as defined below, multiplied by a fraction, the numerator of which is the number of the Company’s shares that are being valued, and the denominator of which is the total number of issued, subscribed and paid shares as of the valuation date. The term “Company Value” shall mean the amount in new pesos that, as of the date of such valuation, would be received for all issued, subscribed and paid shares of the Company’s capital stock in an arm’s-length transaction between a willing buyer and seller, determined as follows:

1. The two parties determining the Fair Market Value will each make an independent determination of the Company Value (each an “Original Valuation Determination”) and will submit it to the chairman of the board of directors, the designated representative of the Series “D” Directors and the trustee referred to in article 17 of these by-laws. If the two valuations differ by an amount which is less than 10% of the smaller valuation, the Company Value will be the average of such Original Valuations.

2. If the difference between the two valuations is an amount which is greater than 10% of the smaller valuation, the parties will each select a financial institution from a list of internationally recognized institutions approved by a majority of the Series “A” directors and a majority of the Series “D” directors. These two institutions will make their respective determinations of the Company Value (the “Second Valuations”) and submit them to the chairman of the board of directors, the designated representative of the Series “D” Directors and the trustee. If the Second Valuations differ by an amount which is less than 10% of the smaller valuation, the Company Value will be the average of such Second Valuations.

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3. If the Second Valuations differ by an amount which is greater than 10% of the smaller valuation, the two aforementioned institutions will select a third institution from the same list from which they were chosen, which institution shall then make its own determination of the Company Value (the “Third Valuation”). The two Second valuations and the Third valuation will be averaged and the Original valuation that is nearest to this average will be deemed to be the Company Value.

ARTICLE 16: The Company may be spined-off into one of several corporations pursuant to a resolution adopted at an extraordinary shareholders’ meeting.

ARTICLE 17: The Company will have a shares registry book and will consider as shareholders only those people who appear registered in such registry. The Company will carry out its shareholders’ registry though the Fiduciary Division of Banco Santander, S.A. (formerly Banca Serfin, S.A.) (or any other trust institution that the board of directors may appoint) (hereinafter the “Trustee”). The Company will only consider as owners those shareholders who appear in the registry of such trust institution. The Trustee, before making changes to such share registry holders book with respect to Series “A” or “D” shares, must verify full compliance with the provisions set forth in article 15 hereof.

ARTICLE 18: In the event of the cancellation of the registry of the shares of the Company or the certificates, which represent them in the National Registry of Securities, either by the request of the Company with the prior consent of the extraordinary shareholders’ meeting and with the favorable vote of the shareholders, including the shareholders with limited vote or non-voting shares, representing 95% of the capital stock outstanding, or by a resolution of the National Banking and Securities Commission, in both cases, in accordance with the provisions of article 108 of the Securities Market Law, the Company shall effect, prior to such cancellation, a tender offer subject to the provisions of the Securities Market Law.

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The Company shall constitute in a trust for a period of at least 6 months from the date of cancellation of the shares, the necessary funds to acquire at the same price of the public offer, the shares from the investors that did not participate in such offer.

In order to comply with the provisions of the Securities Market Law, the board of directors of the Company shall disclose to the public, its opinion with respect to the price of the public offer.

CHAPTER III

SHAREHOLDERS’ MEETINGS

ARTICLE 19: (a) The general shareholder’s meeting is the supreme authority of the Company, all other corporate authority is subordinate thereto.

(b) The shareholders’ meetings shall be either general (ordinary or extraordinary) or special and will be held at the domicile of the Company. extraordinary meetings will be those which are held to approve the following: a) with any of the matters pursuant to article 182 (except in the event of capital increase or reduction of the variable part of the capital stock in accordance with article 9 of these by laws) and article 228 bis of the General Corporations Law; (b) the cancellation of the registration of shares or the certificates that represent them issued or to be issued by the Company in the National Registry of Securities, or with foreign stock exchanges in which such shares may have been listed;

(c) The amortization by the Company of shares of its capital stock with distributable earnings and, if applicable, issuance of working shares ( acciones de goce ).

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(d) The capital stock increase in accordance with article 53 of the Securities Market Law; and,

(e) Any other matter in which applicable law or these by-laws require a special quorum.

All other general meetings will be ordinary meetings. The ordinary shareholders’ meeting, in addition to the provisions of the General Corporations Law, will gather to approve any transaction to be entered by the Company or its controlling entities, within one fiscal year, if such transaction represents 20% or more of the consolidated assets of the Company based on the amounts corresponding to the end of the immediately ended quarter, regardless of the way such transactions are executed, either simultaneously or successive, but that by its characteristics can be construed as one transaction. In such shareholders’ meeting, restricted or non-voting shareholders shall be entitled to vote during such meetings.

Special meetings will be those which are held to deal with matters put to the vote of a particular series of shares. Each meeting shall deal only with the matters included in the Agenda.

ARTICLE 20: (a) An ordinary meeting shall be held at least once a year in the Company’s offices on the date set by the board of directors, which date shall be within four months following the close of the corresponding fiscal year.

(b) Ordinary, extraordinary and special shareholders’ meetings shall be called by the board of directors through its secretary or alternate secretary; also the audit and the corporate practices committees, through their respective chairman, may call a shareholders’ meeting.

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Shareholders holding voting shares, including limited voting shares, that individually or collectively hold 10% or more of the outstanding capital stock will be entitled to require the chairman of the board, the chairman of the audit committee or the chairman of the corporate practices committee, to call a shareholders’ meeting, to the effect that the percentage set forth in article 184 of the General Corporations Law will not be applicable.

Any such meetings will be called upon a shareholder from a request pursuant to the terms set forth in articles 184 and 185 of the General Corporations Law and other applicable provisions of the Securities Market Law.

ARTICLE 21: (a) The call for ordinary, extraordinary and special shareholders’ meetings, in first or further call, shall be published in the Official Gazzette or in at least one of the newspapers of general circulation in the domicile of the Company or in the electronic system maintained by the Ministry of Economy, at least 15 days prior to the date determined for the meeting to take place.

(b) Calls for a general shareholders’ meeting shall comply with the requirements set forth in articles 186 and 187 of the General Corporations Law, and related provisions of the Securities Market Law.

ARTICLE 22: To attend the meetings, holders of Series “A” and “D” shares must deposit their shares with the trustee referred to in article 17 of these bylaws and obtain written proof of ownership of such shares from the trustee in order to obtain from the Company’s Corporate Secretary a certificate authorizing such shareholders’ participation in the meetings, which certificate must be received at least 48 hours before the day indicated for the meeting. Holders of Series “B” and “L” shares must deposit their shares or units represented by Series “L” and Series “B” shares with the Company’s Corporate Secretary or in an institution for the custody of securities, and obtain a certificate from the Company’s Corporate Secretary authorizing such shareholders’ participation in the meeting at least 48

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hours before the day indicated for the meeting; in case the Series “B” or Series “L” shares or the units represented by Series “L” and Series “B” shares are deposited in an institution for the custody of securities, such institution shall inform the Company’s Corporate Secretary on a timely basis, of the number of shares or units that each of its depositors maintains therein, and shall indicate if the deposit has been made on the depositor’s or on a third party’s behalf; this proof shall be accompanied by a list of names prepared by depositors, in order to obtain a certificate valid for entry. The shareholders, including holders of units represented by shares, are entitled to be represented at the meetings by proxies, through a simple power of attorney letter, or by a power of attorney issued in the formats that satisfy the conditions set forth in the Securities Market Law, which must be received by the Company’s Corporate Secretary within the aforementioned time.

ARTICLE 23: (a) The ordinary and extraordinary shareholders’ meetings, called to deal with matters in which the holders of Series “L” shares do not have voting rights, shall be considered legally convened through first or further call, provided that shareholders representing at least 76% of the issued, subscribed and paid ordinary capital stock are present, and their resolutions shall be valid when adopted by the holders of at least a majority of the issued, subscribed and paid shares of ordinary voting capital stock (and not abstaining) at such meeting, which majority must also include a majority of the issued, subscribed and paid Series “D” shares, with respect to any matters not listed in subsection (f) of this article 23.

(b) Except as otherwise provided in paragraph (d) of this article 23, the extraordinary shareholders’ meetings which are held through first or further call, to deal with matters in which the holders of Series “L” shares have voting rights, shall be considered legally convened, provided that shareholders representing at least 82% of the issued, subscribed and paid shares of capital stock are present, and their resolutions shall be valid when adopted by holders of at least a majority of the issued, subscribed and paid shares of voting capital stock (and not abstaining) at such meeting, which majority must also include a majority of the issued, subscribed and paid Series “D” shares, with respect to any matters not listed in subsection (f) of this article 23.

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(c) Special shareholders’ meetings of any Series of shares, which are held through first or further call, shall be considered legally convened if the holders of at least 75% of the issued, subscribed and paid shares of such Series are present, and their resolutions shall be valid when adopted by at least a majority of the issued, subscribed and paid shares of such Series. The foregoing notwithstanding the installation and voting quorums established for special shareholders’ meetings in other provisions of these bylaws.

(d) Any ordinary, special and extraordinary shareholders’ meetings shall be deemed lawfully called if all issued, subscribed and paid shares are represented therein, even if no notice was published, and their resolutions will be deemed valid if, at the time of voting, all shares continue to be represented.

(e) During the ordinary shareholders’ meeting where the Company’s Financial Statements for the prior fiscal year are discussed, the reports referred to in article 28 section IV of the Securities Market Law shall also be presented.

(f) Notwithstanding the foregoing, the ordinary shareholders’ meetings, shall also be considered legally convened through first or further call, provided that shareholders representing at least the majority of the issued, subscribed and paid ordinary capital stock are present, and their resolutions shall be valid when adopted by the holders of at least a majority of the issued, subscribed and paid shares of ordinary voting capital stock (and not abstaining) at such meeting, with respect to the following matters:

(i) The declaration and payment of any dividends up to 20% of the preceding years consolidated net profits, as per the agreed dividend policy of the Company;

(ii) The approval of the yearly audited financial statements with an unqualified auditor’s opinion;

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(g) The Series “L” and Series “B” shares will have the right to be present and vote in ordinary, extraordinary and special shareholders’ meetings in which they are entitled to vote in accordance with these bylaws and, for that purpose, they will be able to obtain certificates valid for entry and attend the meetings, considering individually each of the Series “L” or series “B” shares, as applicable, instead of considering the units as a whole.

ARTICLE 24: The chairman of the board of directors, or whoever may substitute in its functions, shall preside over the corresponding shareholders’ meeting; in his/her absence, the meeting shall be presided over by any shareholder designated by those shareholders attending the meeting. The secretary shall be the board’s secretary or, in his absence, any person designated by those shareholders attending the meeting. The chairman shall name two of the shareholders present as statutory examiners ( escrutadores ). Voting shall be by show of hands ( económicas ) unless at least three of the shareholders attending the meeting request that it be made by roll call ( nominales ). Furthermore, at the request of shareholders holding 10% (ten percent) of the outstanding capital stock (including restricted voting shares), the vote for any matter with respect to which they do not consider themselves sufficiently informed may be postponed by them for up to three days without the need for a new call, and without being applicable the percentage set forth in article 199 of the General Corporations Law. This right may only be exercised once for a particular matter.

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CHAPTER IV

ADMINISTRATION AND SURVEILLANCE

ARTICLE 25 : a) The management and administration of the Company’s affairs will be entrusted to a board of directors and a chief executive officer. The board of directors shall consist of no more than 21 directors and their alternates. The appointment and removal of directors which correspond to each set of shareholders shall be made in an ordinary shareholders’ meeting or a special shareholders’ meeting, as provided in Article 23 of these by laws. The shareholders of Series “A” shares, by majority vote of such series shall designate up to 13 directors and their alternates; the shareholders of Series “D” shares, by majority vote of such shares shall also appoint up to 5 directors and their respective alternates, the shareholders of Series “L” shares by a majority of votes of such shares, shall also appoint up to 3 directors and their alternates, and the shareholders of Series “B” shall also appoint directors to what is established in article 26 of these bylaws. The fact that the shareholders of any series of shares do not appoint all of the directors to which they are entitled to appoint in one or more shareholders meetings, shall not be deemed a waiver to its right to appoint in the future the maximum amount of directors to which they are entitled to appoint. Minority shareholders exercising their right to appoint directors as set forth in article 50 of the Securities Market Law shall appoint such directors exclusively within the number of directors corresponding to their respective series in accordance to this article, except as provided in article 26 of these by laws. At least, 25% (twenty-five percent) of the directors must be independent.

(b) The directors shall be elected for one year; however, in accordance with article 24 of the Securities Market Law, they shall continue in the exercise of their functions even if the term for which they have been designated has concluded or have resigned, up to a term of 30 calendar days; if no substitution has been made or the designated person has not taken office, without being subject to the provisions of article 154 of the General Corporations Law. The shareholders ordinary meeting at which the directors of the Company are designated shall determine the compensation that the directors and secretaries will receive for their service during the designated period, and the members of the board shall have the rights and obligations set forth in these by laws, and applicable provisions of the Securities Market Law and the General Corporations Law.

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The board of directors shall be entitled to appoint interim members of the board, without need of a shareholders’ meeting, in the event of absence of any board member, or in the event the designated members do not take office and no alternate director was appointed or such alternate did not take office. The shareholders’ meeting shall ratify such appointments or shall designate a substitute director in the immediate following meeting after such event occurs.

ARTICLE 26: The shareholders’ of issued and paid Series “B” shares that, individually or as a group, hold 10% of the issued and paid shares of the capital stock of the Company, shall have the right to appoint and revoke the appointment of one director of the board of directors of the Company and its alternate, as set forth in article 50 of the Securities Market Law. The shareholders’ meeting shall reduce the number of directors entitled to be appointed by holders of another series of shares of the Company; provided that, the number of directors entitled to be appointed by holders of Series “D” shares shall remain unchanged, unless otherwise agreed in a shareholders meeting and for an specific period, and provided further that the provisions in article 195 of the General Corporations Law and the relevant provisions of the Securities Market Law with respect to the appointment of directors by minority shareholders shall be complied with.

ARTICLE 27: The chairman of the board of directors, any chairman of the audit or corporate practices committees, or at least 25% of the members of the board shall be entitled to call a board of directors meeting and to include the items that they deem convenient in the agenda. The calls for the board of directors

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meetings shall be signed by the person that made such call, by the chairman or, in his absence, by the vice-chairman or the secretary, and shall be sent by fax, personal delivery, or by any other means permitted by the law, at least 15 days before the date of the meeting. Any three directors may request a meeting of the board of directors of the company, in which case the chairman, vice-chairman or secretary shall duly issue a call for such meeting to be held within 30 days after receipt of such request, and shall include in the agenda therefor any matter requested by such directors.

The external auditor may be called to any of the board of directors meetings, as a participant with voice, but shall not be entitled to vote.

ARTICLE 28: (a) The board of directors shall meet at least once every 3 (three) months. At the first session, immediately after the general ordinary meeting that appointed them, the board of directors shall name, from the directors designated by the Series “A” shareholders, the chairman and the vice-chairman. The chairman, who shall act as chairman of the board of directors meetings and the shareholders’ meetings, shall, during his absences, have his position temporarily filled by the vice-chairman, and during the vice-chairman’s absence, by the other series “A” directors in the order in which they have been designated.

(b) The secretary and an alternate secretary of the Company, neither of whom need be a director, shall be designated by majority of the issued, subscribed and paid capital stock represented by Series “A” shareholders. Minutes shall be taken at all meetings and must be approved in writing by at least a majority of the directors designated by the Series “A” shareholders and by at least two directors designated by the Series “D” shareholders who attended the respective meeting, and be signed by the chairman and secretary.

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ARTICLE 29: (a) The board of directors shall be considered legitimately functioning if the majority of its members are present and (except during the pendency of a Simple Majority Period under article 31 hereof, which exception shall apply only with respect to the Simple Majority Matters as defined therein, and except also for those matters or actions listed in subsection (d) of this article 29), as part of such majority, at least two directors designated by the Series “D” shareholders are also present at the time such action is taken.

(b) The board of directors may, without convening, adopt resolutions by a unanimous vote of its members, provided that such resolutions are confirmed by writing, signed by all members and recorded in the corporate books of the Company.

(c) Resolutions of the board of directors shall be valid only if they have been approved by a majority of directors voting (and not abstaining) at a meeting, which majority must (except (i) during the pendency of a Simple Majority Period under article 31 hereof, which exception shall apply only with respect to the Simple Majority Matters, (ii) in the event that all Series “D” directors present thereat abstain or (iii) for those matters or actions listed in subsection (d) of this article 29), include at least two Series “D” directors. Except for the matters or actions listed above, where the approval of the Series “D” directors is not required, the approval of at least two Series “D” directors will be required to approve all other matters or actions. Such other matters or actions shall include, but shall not be limited to (such other matters or actions are referred to herein as “Extraordinary Matters”):

Entering into or operating a line of business that is not an Existing Line of Business;

Acquisition or divestiture of franchises and territories or expansion of the Company into other territories;

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Any acquisition, directly or indirectly, whether by purchase, merger, consolidation or acquisition of stock or assets or otherwise, of any assets, securities, properties, interests, or businesses or approve any investment (whether by purchase of stock or securities, contributions to capital, loans to, or property transfers), unless such acquisition or investment: (i) is already included in the capital budget of the Annual Normal Operations Plan; or (ii) if it is not already included in the capital budget of the Annual Normal Operations Plan is related to the normal operation or required to assure the organic growth of the business of the Company and its Subsidiaries in each of the territories where they operate with value not in excess of US $100 million;

Entering into any transaction to sell, lease, license, transfer, abandon, permit to lapse or otherwise dispose of any real property or other properties or assets, real, personal or mixed, unless such transaction: (i) is already included in the Annual Normal Operations Plan; or (ii) if it is not already included in the Annual Normal Operations Plan is related to the normal operation or required to assure the organic growth of the business of the Company and its Subsidiaries in each of the territories where they operate with value not in excess of US $100 million;

Entering into any joint venture, partnership, strategic alliance or any other business combination with third parties, regardless of structure, that is not in the ordinary course of business consistent with past practice;

Litigation and arbitration matters (including settlements) that are not in the ordinary course of business consistent with past practice;

Any guarantee of a third party obligations that is not related to the normal operation or not required to assure the organic growth of the business of the Company and its Subsidiaries in each of the territories where they operate;

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Adoption of any plan of liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company;

Change in external auditors;

10.

The proposal to declare and pay dividends exceeding 20% of the preceding years consolidated net profits;

11.

Approval of yearly audited financial statements with a qualified auditor’s opinion;

12.

Listing and delisting of securities on any stock exchanges;

13.

Issuance of shares or new series of shares, redemption of shares or changes in capital structure, including without limitation any formation or dissolution of subsidiaries;

14.

Approval of the Annual Extraordinary Plan and any modification related thereto;

15.

Approval of decisions or actions that are consistent with the implementation of the Annual Extraordinary Plan;

16.

Any delegations of authority or actions to vote shares of subsidiaries of the Company with respect to matters not described in article 29 (d), subsections (1) through (7) of these bylaws;

17.

Changes, amendments or modifications to the Chart of Authority with respect to matters not described in described in article 29 (d), subsections (1) through (7) of these bylaws;

18.

Any other matters considered at ordinary, special or extraordinary shareholder meetings (other than those matters set forth in article 23 (f) of these by laws); and

19.

Disposition of securities of Subsidiaries or main line of existing business.

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(d) Notwithstanding the foregoing, the board of directors shall also be considered legitimately functioning if the majority of its members are present and resolutions of the board of directors shall be valid if they have been approved by the majority of the members of the board of directors voting (and not abstaining), with respect to the following matters:

(1) Appointment or removal of the Chief Executive Officer and the senior management reporting to the Chief Executive Officer and approval of their compensation;

(2) Approval of the Annual Normal Operations Plan (and any modification related thereto), as part of the Annual Business Plan, including the approval of any capital investments, capital expenditures, leases or indebtedness or other financial obligations (or guaranties) or any other actions necessary to implement the Annual Normal Operations Plan;

(3) Approval of any decisions or actions required in order to assure the normal operation and to assure the organic growth of the business of the Company and its Subsidiaries in each of the territories where they operate and that are consistent with the implementation of the Annual Normal Operations Plan;

(4) Approval of the internal policies applicable to the Company as long as they are related to the normal operation or are required to assure the organic growth of the business of the Company and its Subsidiaries in each of the territories where they operate and that are consistent with the implementation of the Annual Normal Operations Plan;

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(5) Approval of yearly audited financial statements [without conditions made by the auditors opinion];

(6) Any delegations of authority or actions to vote shares of subsidiaries of the Company, in either case with respect to any of the matters described in clauses (1) through (5) above;

(7) The granting of any power of attorney to take action with respect to any of the matters set forth in clauses (1) through (6) above.

For purposes of articles 29 and 30, the following terms shall have the meanings set forth below:

The “Annual Business Plan” will be formed by: (a) the “Annual Normal Operations Plan” and (b) the “Annual Extraordinary Plan”.

“Annual Normal Operations Plan” shall mean the annual plan required to assure the normal operation and the organic growth of the business of the Company and its Subsidiaries in each of the territories where they operate (including the necessary capital investments, capital expenditures, leases or indebtedness or other financial obligations (or guaranties) but shall not include any plan or decision relating to the Extraordinary Matters).

“Annual Extraordinary Plan” shall mean the annual plan that should include any other plan or decision not contemplated in the “Annual Normal Operations Plan,” including without limitation the Extraordinary Matters.

”Existing Line of Business” shall mean the manufacture, preparation, packaging, refrigeration, distribution, purchase, selling, dealing or any other activity

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concerned with any non-alcoholic beverage products under the trademarks owned, authorized or licensed by KO or its subsidiaries. For the avoidance of doubt and without limiting the foregoing, none of the following activities will be considered an Existing Line of Business: the manufacture, preparation, packaging, refrigeration, distribution, purchase, dealing or selling of alcoholic or nonalcoholic beverages (including without limitation beer and soft drinks) not authorized by The Coca-Cola Company or its subsidiaries. For purposes of this definition, neither the Company nor any of its Subsidiaries shall be considered a “subsidiary” of The Coca-Cola Company.”

ARTICLE 30: The board of directors shall have the following powers and duties:

(a) To manage the Company’s business and property, with the broadest powers of administration, pursuant to article 2554, second paragraph, of the Federal Civil Code and the related provisions contained on the Civil Codes of the Federal District and diverse federal entities of the Mexican United States.

(b) To exercise acts of ownership with regard to the Company’s personal and real property as well as its real and personal rights as set forth in the third paragraph of article 2554 of the Federal Civil Code, and the related provisions contained on the Civil Codes of the Federal District and diverse federal entities of Mexico, and to grant guarantees of any type with regard to the obligations contracted or to the securities issued or accepted by third parties.

(c) To act as agent of the Company with the broadest powers (including those that under Mexican law require a special clause) before all administrative or judicial authorities of any municipality or state or the Federation, as well as before labor or any other authorities, or before arbitrators; to take depositions and testify,

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including withdrawing from civil rights ( amparo ) proceedings, under the terms of the first paragraph of article 2554 of the Federal Civil Code, and the related provisions contained in the Civil Codes of the Federal District and diverse federal entities Mexico; as well as to act as agent of the Company before all types of criminal, Federal and State authorities; to file and withdraw criminal complaints; to cause the Company to assist Mexico’s Attorney General in those proceedings and to grant pardons.

(d) To draw, make, endorse and guarantee ( avalar ) negotiable instruments on behalf of the Company, to issue securities secured with real property or unsecured, to cause the Company to be jointly and severally liable, to give guarantees , bonds, or any other guarantees of payment with respect to any obligations contracted or securities issued or accepted by third parties, to donate or contribute the Company’s personal and real property to other companies, to subscribe shares of capital stock as well as acquire interests in other companies, and in general to conclude acts, enter into contracts and carry out other transactions which may be necessary, conducive, complementary or connected to the Company’s main corporate purpose.

(e) To appoint the officers and managers deemed necessary, and to appoint committees deemed necessary, and to determine their authority.

(f) To approve the internal policies applicable to the Company.

(g) To grant and revoke powers of attorney as it deems necessary, with or without the power of delegation, within the authority granted to the board of directors by these by laws.

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(h) To implement the resolutions taken at the general shareholders’ meetings and, in general, to carry out all the acts and transactions necessary or convenient for the business purposes of the Company, except for those acts expressly reserved by law or these by laws to the shareholders’ meetings.

(i) To approve the Five-Year Business Plan and the Annual Business Plan of the Company and its subsidiaries.

(j) To approve any significant deviations from such Five-Year Business Plan or Annual Business Plan of the Company and its subsidiaries.

(k) To approve the introduction of any new line of business or the termination of any existing line of business. The shareholders or the board of directors of the company shall (through a valid resolution of a general shareholders’ meeting or of the board of directors, in either case in accordance with these by laws) be entitled to reserve exclusively into the board of directors, except for those determinations expressly reserved by law or these by laws to the shareholders’ meetings, all or any portion of its powers provided for herein or by applicable law, on such terms and subject to such conditions as the shareholders or the board of directors, acting as aforesaid, may specify from time to time.

(l) To approve the operations that are not in the ordinary course of business of the Company, that are being considered to enter into the Company and its shareholders, with persons that are part of the management of the Company or with persons that such individuals have patrimonial nexus, or otherwise have kinship (either by blood or by law) up to the second degree, the spouse or concubinary; the purchase or sale of 10% or more of the assets of the Company; the issuance of a warranty for an amount exceeding 30% of the assets, or any other transaction that is different from the listed above that represents more than 1% of the assets of the Company.

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In addition, it shall request the opinion of the corresponding committee and, if applicable, to approve the transactions described in the paragraph above that the Subsidiaries (as such term is defined in the last paragraph of article 1 of the general provisions applicable to the issuers of securities, issued by the National Banking and Securities Commission as published in the Official Gazette of the Federation ( Diario Oficial de la Federación ) as of March 19, 2003 and its amendments) intend to enter into transactions with related parties that may compromise the Subsidiaries´ net worth.

The authority referred to in section l) herein cannot be delegated. The members of the board of directors shall be responsible for the resolutions adopted further to provisions of section l, except for the provisions of article 159 of the General Corporations Law.

(m) Any other power or duty set forth by these by laws and the Securities Market Law.

ARTICLE 31: In the event that The Coca-Cola Company or any of its affiliates takes any action under a bottler’s agreement (or any agreement supplemental or related thereto) executed with the Company or any of its Subsidiaries that a majority of the directors of the Company designated by the Series “A” shares reasonably and in good faith believe to be materially adverse to the business interests of the Company considered as a whole (a “Simple Majority Determination”), such majority may deliver written notice of such Simple Majority Determination (detailing the specific basis therefore) to The Cola-Cola Company or such affiliate and the designated representative of the Series “D” Directors. At any

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time during the 90-day period commencing on the 61st day following delivery of such notice, the majority of the Directors designated by the Series “A” shares may, if such action has not been cured to their reasonable satisfaction, deliver another written notice to the same persons declaring a “Simple Majority Period” to be in existence. During such Simple Majority Period, and only during such period, matters (the “Simple Majority Matters”) described in paragraphs (j), (k) and (l) of article 30 hereof, and matters described in paragraph (h) thereof only to the extent required to implement such matters described in such paragraphs (j), (k) and (l) at the level of any controlled company, shall be treated as matters to be approved by a simple majority vote of the entire board of directors of the Company, without requiring the presence or approval of any director designated by the Series “D” shares. A majority of the directors of the Company designated by the Series “A” shares may terminate a Simple Majority Period at any time by giving written notice thereof to The Coca-Cola Company or such affiliate and the designated representative of the Series “D” directors. For a period of one year following any such notification, the directors designated by the Series “A” shares will have no right to declare another Simple Majority Period. No cure after the declaration of a Simple Majority Period of the action that gave rise thereto shall terminate such Simple Majority Period. No failure to declare a Simple Majority Period during such 120-day period shall prevent a majority of the directors of the Company designated by the Series “A” shares from subsequently exercising the rights conferred by this article 31 by making another Simple Majority Determination with respect to such action.

ARTICLE 32: The majority of the holders of ordinary shares, voting at an ordinary shareholders’ meeting as set forth in article 23, may set up intermediate levels of administration different from the ones set forth in the General Corporations Law or the Securities Market Law. The creation, structure and operation of such intermediate levels of administration shall be subject to the general rules issued by the National Banking and Securities Commission.

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ARTICLE 33: The surveillance of the Company and its controlled entities shall be entrusted to the board of directors.

The board of directors, in order to comply with its supervisory duties, shall be assisted by the corporate practices and audit committees, and by the company hired to perform the external auditing services for the Company, each of them in accordance with their respective competence, as set forth in the Securities Market Law.

The corporate practices and audit committees shall perform the duties set forth in the Securities Market Law, and shall be integrated exclusively by independent directors, and each such committees shall be form by at least 3 board members designated by the shareholders’ meeting or by the board of directors, as proposed by the chairman of the board.

The chairman of the corporate practices and audit committees shall be designated and removed exclusively by the shareholders’ meeting. Such chairman shall not preside the board of directors, and shall be appointed taking into consideration their experience, recognized capacity and professional prestige.

ARTICLE 33BIS : Day to day operations and execution of the business of the Company and its controlled entities shall be the responsibility of the chief executive officer, and such the chief executive officer shall follow the strategies, policies and guidelines approved by the board of directors, and shall have the authority, obligations and duties set forth in the Securities Market Law.

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CHAPTER V

FISCAL YEAR FINANCIAL STATEMENTS

AND DISTRIBUTION OF PROFITS AND LOSSES

ARTICLE 34: The fiscal year of the Company shall be of 12 (twelve) months, beginning on January 1 and ending on December 31 of the same year.

ARTICLE 35: Annual profits, after payment of Income Tax ( Impuesto Sobre la Renta ), workers’ profit sharing and any other items that must be deducted or separated in accordance with Mexican law, shall be applied as follows:

(a) A minimum of 5% shall be set aside to constitute the legal reserve fund until it reaches at least 20% (twenty percent) of the Company’s capital stock;

(b) The remainder may be distributed as dividends among the shareholders proportionally to the number of shares held by them or, if resolved by the shareholders’ meeting, it shall be totally or partially allocated in provision funds, reinvestment reserve funds, special funds or any other funds the meeting may determine.

ARTICLE 36: The founders do not reserve any special participation in the Company’s profits.

ARTICLE 37: Losses, if any, shall be divided among shareholders pro rate according to the number of shares held but shall not exceed the shares’ nominal value.

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CHAPTER VI:

DISSOLUTION AND LIQUIDATION

ARTICLE 38: The Company shall be dissolved in the cases referred to in points II, III, IV and V of article 229 of the General Corporations Law or, if the extraordinary shareholders’ meeting so determines, in accordance with the terms of article 23 of these by laws.

ARTICLE 39: Once the Company is dissolved, the extraordinary shareholders’ meeting, by a majority vote, shall designate one or more Liquidators, fixing a term for the carrying out of his/her duties and the compensation that shall be paid to him/her.

ARTICLE 40: The liquidators shall carry out the liquidation of the Company pursuant to the resolutions of the extraordinary shareholders’ meeting, and in the absence thereof, in accordance with the following:

(a) The liquidator shall conclude the Company’s business in the manner he deems most appropriate, collecting receivables, paying debts and selling the Company’s property required therefor.

(b) The liquidators shall prepare the Liquidation Financial Statements and shall submit them for the approval of a duly called extraordinary shareholders’ meeting.

(c) The liquidators shall distribute among the shareholders the remaining assets as per the Financial Statements approved by the extraordinary shareholders’ meeting, in accordance with law and these by laws and against the delivery and cancellation of the corresponding share certificates.

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ARTICLE 41: During the liquidation period, the extraordinary, ordinary or special shareholders’ meeting shall meet in accordance with the terms set forth in these by laws in the chapter relating to shareholders’ meetings, and the liquidators shall perform the same functions the board of directors had during the normal course of the Company’s business.

ARTICLE 42: Any provisions not included in these by laws, shall be subject to the provisions of the Securities Market Law and the General Corporations Law. The defined terms used in these by laws and defined by the Securities Market Law, shall have the meanings set forth in such law.