Conflict of Interests

In accordance with Mexican regulation, any shareholder who has an interest contrary to that of the Company, must refrain from discussing and voting on the matter in question. Any shareholder who votes in an operation in which he has a conflct of interest may be liable for the damages he causes, only if the transaction has not been approved without the vote of said shareholder.

The Members of the Board, Members of Committees and the Secretary, if they have a conflct of interest, should refrain from participating in the corresponding matter and be present in the deliberation and voting of said matter. Failure to comply with such obligations may result in the declaration of liability for damages and losses caused to the Company.

No employee of the Company may participate or inflence directly or indirectly in the decision-making processes, negotiations and requirements towards suppliers with whom he has a family relationship or any interest different from those raised in the organization, by which he may obtain some personal benefi from any nature.

All conflcts, disputes, differences or disagreements that arise between two or more shareholders or between two or more groups of shareholders or between any of them and the Company, that derive from the Company’s Bylaws or are related to them, must be resolved by the competent courts located in Mexico City, and the parties expressly submit to the jurisdiction of said courts, expressly renouncing any other jurisdiction that may correspond to them by virtue of their current or future domicile, or for any other reason.