RIGHT OF FIRST REFUSAL



In the event that the Company issues new shares, all the shareholders will have the right to subscribe the number of new shares that may be necessary for them to maintain their existing same percentage shareholding. Shareholders must exercise their rights of first refusal within the period established for this purpose by the Meeting that approved the issue of the respective shares. This term may not be shorter than 15 days from the publication date of the notice of capital stock increase in the Federal Official Gazette and in one of the largest-circulation newspapers in Mexico City.

Pursuant to law, shareholders may not waive their rights of first refusal beforehand, and these rights cannot be covered by a negotiable instrument separate from the respective share certificate. Shareholders will not be entitled to the right of first refusal regarding:

I. Shares issued as a result of a merger.

II. Shares issued as a result of conversion of convertible securities.

III. Shares issued as a result of the capitalization of any stockholder’s Equity item.

IV. Shares acquired by the Company for their eventual sale in the market.

V. Shares issued for placement through a public offer pursuant to the Securities Market Law.