TESTIMONY OF ARTICLES OF ASSOCIATION COMPILATION OF "GRUPO

BIMBO", SOCIEDAD ANONIMA BURSATIL DE CAPITAL VARIABLE

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IN EACH OF THE ODD SHEETS OF THIS INSTRUMENT, THERE IS A HOLOGRAM AND A

NOTARY PUBLIC STAMP, THAT LITERARY STATES:

ROBERTO GARZÓN JIMENEZ, ATTORNEY AT LAW.

NOTARY PUBLIC OFFICE 242 FEDERAL DISTRICT, MEXICO

BOOK NUMBER ONE THOUSAND NINE HUNDRED THIRTY THREE -------ALS/CLE/MCL

INSTRUMENT FIFTY THREE THOUSAND EIGHT HUNDRED AND TEN------------------------

- - - In the Mexico City, Federal District, on the twelfth of April, two thousand and twelve.---------

MARCO ANTONIO RUIZ AGUIRRE, holder of the notary public’s office number two hundred

twenty-nine of the Federal District, I hereby certify: -------------------------------------------------------------

…C.- ARTICLES OF ASSOCIATION COMPARISON OF "GRUPO BIMBO", SOCIEDAD

ANONIMA BURSATIL DE CAPITAL VARIABLE, performed as requested by PEDRO PABLO

BARRAGAN BARRAGAN, pursuant to the following background, chapters and clauses: ---------------

--------------------------------------------- B A C K G R O U N D--------------------------------------------------

I.– By public instrument number ten thousand six hundred and seventy, dated as of the fifteenth of

June, nineteen hundred and sixty six, before Tomás O´ Gorman, in that moment, holder of the notary

public’s office number ninety-six of the Federal District, whose first testimony was registered at the

Public Registry of Property of the Federal District in the third book, volume six hundred thirty six,

through pages three hundred seventy-seven and under number two hundred ninety-nine, in the

Commerce Section, in which “PROMOCIÓN DE NEGOCIOS”, SOCIEDAD ANÓNIMA was

constituted, established in Mexico, Federal District, duration of ninety-nine years, with capital stock of

fifty million pesos, national currency (now, fifty thousand pesos, national currency), with foreigners’

exclusion clause and with the corporate object that in the above mentioned deed was specified.----------

II.- By public insrtument number ten thousand seven hundred fifty two, dated as of the eighteenth of

July, nineteen hundred and sixty six, before the same notary public as the previous one, whose first

testimony was registered in the Public Registry of Property of the Federal District, in the third book,

volume six hundred forty seven, through pages twenty-six and under number twenty, in the Commerce

Section, by means of which the capital stock increase of “PROMOCIÓN DE NEGOCIOS”,

SOCIEDAD ANÓNIMA was recorded, to the amount of one hundred million pesos, national currency

(now, one hundred thousand pesos, national currency), and consequently reforming the sixth article of

its bylaws. --------------------------------------------------------------------------------------------------------------

III.- By public instrument number eleven thousand three hundred eighty one, dated as of the fourth of

May, nineteen hundred and sixty seven, before the same notary public as the previous ones, whose first

testimony was registered in the Public Registry of Property of the Federal District, in the third book,

volume six hundred and sixty seven, through pages ninety-eight and under number sixty two in the

Commerce Section, by means of which, among other agreements, the capital stock increase of

“PROMOCIÓN DE NEGOCIOS”, SOCIEDAD ANÓNIMA was recorded, to the amount of one

hundred seventy-five million pesos, national currency, (now, one hundred seventy-five thousand pesos,

national currency), and consequently reforming the sixth article of its bylaws.-------------------------------

IV.– By public instrument number twenty thousand four hundred ninety-nine, dated as of the sixteenth

of January, nineteen hundred and seventy-eight, before the same notary public as the previous ones,

whose first testimony was registered in the Public Registry of Property of the Federal District, in the

third book, volume one thousand and fifty one, through pages one hundred thirty two and under

number one hundred twenty-six, in the Commerce Section, by means of which, among other

agreements, the corporate name modification from “PROMOCIÓN DE NEGOCIOS”, SOCIEDAD

ANÓNIMA to “GRUPO INDUSTRIAL BIMBO”, SOCIEDAD ANÓNIMA, was recorded, as well as

the capital stock increase to the amount of four hundred fifty million pesos, national currency, (now,

four hundred fifty thousand pesos, national currency) and consequently reforming articles first, sixth

and eleventh of the bylaws and adding article sixth bis to its articles of association.-------------------------

V.- By public instrument number twenty-one thousand nine hundred and eighty eight, dated as of the

sixth of July, nineteen hundred and seventy-nine, before the same notary public as the previous ones,

whose first testimony was registered in the Public Registry of Commerce of the Federal District, under

number nine thousand five hundred and six, by means of which the capital stock increase of “GRUPO

INDUSTRIAL BIMBO”, SOCIEDAD ANÓNIMA” was recorded, to the amount of seven hundred

eighty million pesos, national currency (now, seven hundred eighty thousand pesos, national currency)

as well as the complete reformation of its articles of association.-----------------------------------------------

VI.- By public instrument number twenty-three thousand nine hundred and forty two, dated as of the

twenty-ninth of July, nineteen hundred and eighty one, before the same notary public as the previous

ones, whose first testimony was registered in the Public Registry of Commerce of the Federal District,

under number nine thousand five hundred and six, by means of which “GRUPO INDUSTRIAL

BIMBO”, SOCIEDAD ANÓNIMA, adopted the mode of VARIABLE CAPITAL changing its

corporate name to “GRUPO INDUSTRIAL BIMBO”, SOCIEDAD ANÓNIMA DE CAPITAL

VARIABLE, establishing its capital stock in the fixed minimum part to the amount of seven hundred

eighty million pesos, national currency (now, seven hundred eighty thousand pesos, national currency)

and limiting the variable part to two times the amount of the fixed minimum capital, without

withdrawal rights and therefore reforming articles first, sixth, eighth, ninth, fifteenth, nineteenth,

twenty-sixth and twenty-seventh of its articles of association. --------------------------------------------------

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VII.- By public instrument number twenty-seven thousand six hundred twenty-five, dated as of the

twenty-seventh of May, nineteen hundred and eighty five, before the same notary public as the

previous ones, whose first testimony was registered in the Public Registry of Commerce of the Federal

District, under number nine thousand five hundred and six, by means of which “GRUPO

INDUSTRIAL BIMBO”, SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE, suppressed the par

value of the shares that represent its capital stock reforming article six of its articles of association. -----

VIII.- By public instrument number twenty-eight thousand two hundred and ten, dated as of the third

of April, nineteen hundred and eighty six, before the same notary public as the previous ones, whose

first testimony was registered in the Public Registry of Commerce of the federal District, under number

nine thousand five hundred six, by means of which the capital stock increase in the fixed minimum part

was recorded to the amount of one thousand two hundred and eighty seven million seven hundred

eighty thousand pesos, national currency (now, one million two hundred eighty seven thousand seven

hundred and eighty pesos, national currency), as well as the decrease of its capital stock in the fixed

minimum part to the amount of three hundred twenty-four million four hundred and eighty thousand

pesos, national currency (at present, three hundred twenty-four thousand four hundred and eighty

pesos, national currency), consequently reforming the sixth article of its articles of association.----------

IX.- By public instrument number ten thousand seventy-two, dated as of the nineteenth of December,

nineteen hundred and eighty eight, before Rogelio Magaña Luna, holder of the notary public's office

number one hundred and fifty six of the Federal District, whose first testimony was registered in the

Public Registry of Commerce of the Federal District under number nine thousand five hundred six, by

means of which it “GRUPO INDUSTRIAL BIMBO”, SOCIEDAD ANÓNIMA DE CAPITAL

VARIABLE, reformed articles sixth, seventh, eighth, ninth, eleventh and eighteenth of its articles of

association.--------------------------------------------------------------------------------------------------------------

X.- By public instrument number sixteen thousand one hundred and sixty seven, dated as of the

fifteenth of June, nineteen hundred and ninety-two, before the same notary public as the previous one,

whose first testimony was registered in the Public Registry of Commerce of the Federal District, under

number nine thousand five hundred and six, by means of which “GRUPO INDUSTRIAL BIMBO”,

SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE, reformed articles fifth, sixth, eighth, fifteenth

and nineteenth of its articles of association.------------------------------------------------------------------------

XI.- By public instrument number twenty-one thousand four hundred sixty five, dated as of the

eighteenth of October , nineteen hundred and ninety-four, before the same notary public as the previous

one, whose first testimony was registered in the Public Registry of Commerce of the Federal District,

under number nine thousand five hundred and six, by means of which the capital stock increase of

“GRUPO INDUSTRIAL BIMBO”, SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE was

recorded, in the fixed minimum part to the amount of six hundred twenty-six million sixty eight

thousand and fifty four new pesos (now, six hundred twenty-six million sixty eight thousand and fifty

four pesos, national currency), as well as the modification of its foreigners’ exclusion clause to the

foreigners' admission clause and the complete reformation of its articles of association. -------------------

XII.- By public instrument number thirty one thousand seven hundred seventy eight, dated as of the

ninth of June, nineteen hundred and ninety eight, before the same notary public as the previous one,

whose first testimony was registered in the Public Registry of Commerce of the Federal District, under

number nine thousand five hundred and six by means of which, among other agreements, “GRUPO

INDUSTRIAL BIMBO”, SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE, agreed to exchange

shares of its capital stock, increase its capital stock in the fixed minimum part to the amount of one

thousand two hundred twenty-six million one hundred twenty-eight thousand and fifty four pesos,

national currency, consequently reforming articles fifth and eighth of its articles of association.----------

XIII.- By public instrument number thirty five thousand two hundred ninety-four, dated as of the

thirtieth of July, nineteen hundred and ninety-nine, before José Luis Quevedo Salceda, holder of the

notary public's office number one hundred and forty five of the Federal District, acting as substitute in

the protocol of notary public number one hundred and fifty six, of which Rogelio Magaña Luna is

holder. whose first testimony was registered in the Public Registry of Commerce of the Federal

District, under number nine thousand five hundred six, by means of which “GRUPO INDUSTRIAL

BIMBO”, SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE, agreed to increase its capital stock in

the fixed minimum part to the amount of two thousand two hundred ninety-nine million, two hundred

eighty eight thousand and fifty four pesos, national currency, consequently reforming article fifth of its

articles of association.--------------------------------------------------------------------------------------------------

XIV.- By public instrument number thirty five thousand four hundred and sixty two, dated as of the

twenty-fourth of August, nineteen hundred and ninety-nine, before Rogelio Magaña Luna, holder of the

notary public's office number one hundred fifty six of the Federal District, whose first testimony was

registered in the Public Registry of Commerce of the Federal District, under number nine thousand five

hundred and six, by means of which “GRUPO INDUSTRIAL BIMBO”, SOCIEDAD ANÓNIMA DE

CAPITAL VARIABLE, changed its corporate name to “GRUPO BIMBO”, SOCIEDAD ANÓNIMA

DE CAPITAL VARIABLE, consequently reforming the first and fortieth articles of its articles of

association . -------------------------------------------------------------------------------------------------------------

XV.- By public instrument number ninety one thousand nine hundred twenty-nine, dated as of the

seventh of May, two thousand and two, before Armando Gálvez Pérez Aragón, holder of the notary

public's office number one hundred and three of the Federal District, whose first testimony was

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registered in the Public Registry of Commerce of the Federal District, under number nine thousand five

hundred and six, by means of “GRUPO BIMBO”, SOCIEDAD ANÓNIMA DE CAPITAL

VARIABLE, limited its capital stock in its fixed minimum part to the amount of one thousand nine

hundred and one million, seven hundred thirty two thousand four hundred and eighty pesos, national

currency and performed the complete reformation of its articles of association.------------------------------

XVI.- By public instrument number two hundred four thousand eight hundred and ninety-six, dated as

of the eleventh of December, two thousand and two, before Gonzalo M. Ortiz Blanco, holder of the

notary public's office number ninety-eight of the Federal District, acting as associate in the protocol of

the notary public number six, of which Fausto Rico Álvarez is the holder, whose first testimony

remained registered in the Public Registry of Commerce of the Federal District, concerning the

merging corporation, under number nine thousand five hundred and six, by means of which “GRUPO

BIMBO”, SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE, merged with “CENTRAL

IMPULSORA”, SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE, surviving the former as

merging corporation and eliminating the latter as merged corporation. ----------------------------------------

XVII.- By public instrument number eleven thousand one hundred and fifteen, dated as of the

seventeenth of November, two thousand and three, before Francisco I. Hugues Vélez, holder of the

notary public's office number two hundred and twelve of the Federal District, whose first testimony

was registered in the Public Registry of Commerce of the Federal District, under number nine thousand

five hundred and six, by means of “GRUPO BIMBO”, SOCIEDAD ANÓNIMA DE CAPITAL

VARIABLE reformed articles sixth, seventh bis, ninth, thirteenth, fourteenth, fifteenth, twentieth,

twenty-eighth, twenty-ninth bis, thirty first, thirty fourth and thirty fifth of its articles of association. ---

XVIII.- By public instrument number thirty thousand and fifty three, dated as of the sixteenth of

November, two thousand and six, before Ana de Jesus Jiménez Montañez, holder of the notary public's

office number one hundred and forty six of the Federal District, whose first testimony remained

registered in the Public Registry of Commerce of the Federal District, under number nine thousand five

hundred and six, by means of which “GRUPO BIMBO”, SOCIEDAD ANÓNIMA DE CAPITAL

VARIABLE, integrally reformed its articles of association, and from the abovementioned reformed

articles of association, it is that the corporate name is “GRUPO BIMBO”, SOCIEDAD ANÓNIMA

BURSÁTIL DE CAPITAL VARIABLE, established in Mexico, Federal District, with an indefinite

duration, and a fixed capital stock of ONE THOUSAND NINE HUNDRED AND ONE MILLION,

SEVEN HUNDRED THIRTY TWO THOUSAND FOUR HUNDRED AND EIGHTY PESOS,

NATIONAL CURRENCY, and variable capital stock with foreign admission clause and having for

corporate purposes:-----------------------------------------------------------------------------------------------------

1. To promote, constitute, organize, exploit, acquire and take part in the capital stock or patrimony of

any kind of corporate or civil partnership, association or company, either with industrial, commercial,

service provision or any another kind of purpose, both national and foreign, as well as to take part in its

administration or liquidation; ----------------------------------------------------------------------------------------

2. To acquire, under any legal title, shares, interests, participations or partnership interest of any kind

of commercial or civil companies, whether participating in their incorporation or by means of

subsequent acquisitions, as well as to alienate, dispose and negotiate such shares, interests, corporate

participations or partnership interests, including any other securities; -----------------------------------------

3. To carry out any type of acts related to the manufacture, distribution, commercialization and sale of

foodstuff, processed food, including enunciatively but not restrictively, bread, packed bread,

confectionery, cookies, sweets, chocolates, muffins, snacks, tortillas, milk caramels, pastas, as well as

raw materials, machinery and equipment for the manufacture, distribution, commercialization and sale

of the abovementioned gods; -----------------------------------------------------------------------------------------

4. To receive from other Corporations and individuals, as well as to provide to other Corporations and

individuals, any necessary services for the achievement of its corporate purposes; --------------------------

5. To obtain, acquire, develop, improve, use, grant and receive licenses or to have, under any legal title,

any kind of patents, trademarks, service marks, utility models, industrial designs, industrial secrets,

invention certificates, notices and trade names and any other industrial property rights or copyright,

either in Mexico or abroad; -------------------------------------------------------------------------------------------

6. To obtain any kind of financing, loans or credits, issue any kind of securities, including stock-

exchange certificates, obligations or credit instruments, bonds and commercial paper, or any other debt

instrument, with or without the granting of a real guaranty by pledge, mortgage, trust or under any

other legal title, as well as to acquire and negotiate with them on national and foreign markets, and to

conduct derivative and synthetic operations; ----------------------------------------------------------------------

7. To grant any type of financing or loan to individuals or commercial or civil corporations, companies

and institutions with whom the Corporation has commercial or business relations, in which the

Corporation is a holder of corporate shares, whether or not receiving real guarantees; ----------------------

8. To grant any kind of guarantees, whether personal, real or as surety of obligations, credit or debt

instruments on its own behalf or on behalf of individuals, companies, associations and institutions in

which the Corporation has interest, or participation, or with which the Corporation has business

relations, establishing itself as guarantor, jointly and severally obliged, underwriter, surety of such

persons; ------------------------------------------------------------------------------------------------------------------

9. To subscribe, draw, issue, negotiate, accept, endorse and guarantee all types of credit or debt

instruments and to carry out credit operations; --------------------------------------------------------------------

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10. To carry out any kind of commerce transactions either by itself or in representation of others; -------

11. To perform any kind of commerce acts, regarding assets, rights, securities, and to carry out any

kind of construction work, either by itself or in representation of others; -------------------------------------

12. To give or to receive in lease or commodatum, as well as to acquire, possess, exchange, alienate,

transfer, dispose of or encumber, the ownership or possession of all types of personal and real property,

including any real or personal rights therein, that may be necessary or appropiate for its corporate

purposes or for the operations or corporate purposes of the commercial or civil corporations,

associations and institutions in which the Corporation has an interest or participation of any nature; ----

13. To act as commission agent, mediator, representative, agent or intermediary of any person; --------

14. To place its own shares, securities that represent them, credit or debt instruments, on national or

foreign stock markets, with authorization of the competent authorities, including stock exchanges or

foreign stock trading systems; ---------------------------------------------------------------------------------------

15. To acquire its own shares, in the terms of the Securities Market Law and of other applicable general

provisions; and ---------------------------------------------------------------------------------------------------------

16. In general, to carry out any kind of acts, contracts, agreements and operations of any nature that are

related to the corporate purpose, including the acquisition, alienation, encumber, lease and

administration of real estate.,-----------------------------------------------------------------------------------------

From the abovementioned public deed the following part is copied as follows:

--------------------------------------------------- Seventh Chapter---------------------------------------------------

---------------------------------------------Shareholders’ Meetings-------------------------------------------------

Thirty Second. Shareholders’ Meetings. The Shareholders’ Meeting is the supreme body of the

Corporation and its decisions will be obligatory for all the Shareholders, even for those absent or

dissidents. --------------------------------------------------------------------------------------------------------------

Thirty Third. Classes of Shareholders’ Meetings. The Shareholders’ Meetings will be Ordinary,

Extraordinary or Special. ---------------------------------------------------------------------------------------------

Thirty Fourth. General Shareholders’ Ordinary Meetings. General Shareholders’ Ordinary Meetings

will be all those that in accordance with the law or these Articles of Association are not of the

competition of the General Shareholders’ Extraordinary Meetings, including those in order to deal with

any of the matters to which articles one hundred eighty and one hundred eighty one of the General

Corporations Law refer to. --------------------------------------------------------------------------------------------

The General Shareholders’ Ordinary Meetings will be held at least once a year, within the four-month

period following the closing of every fiscal year. In the case of the General Shareholders’ Ordinary

Meetings that meet annually to deal with the matters foreseen in the first paragraph of article one

hundred and eighty one of the General Corporations Law, the information to which article one hundred

and seventy-two of the above mentioned Law refers will be available to the Shareholders at the

Corporation’s domicile, during business hours, for a term of fifteen natural days previous to the date

stated for the holding of the Shareholders’ Meeting. -------------------~-----------------------------------------

In addition to the matters mentioned in the previous paragraph, the General Shareholders’ Ordinary

Meetings will: ----------------------------------------------------------------------------------------------------------

I. Decide on the application of profits, as the case may be; and ---------------------------------------------

II. Approve the operations intended by the Corporation or the companies it controls, in terms of the

Securities Market Law, within a full business year, when they represent twenty per cent or more of the

consolidated assets of the Corporation based on corresponding figures at the end of the immediate

previous quarter, independently of the form in which they are executed, either simultaneously or

successively, but which in view of their characteristics could be considered to be only one operation. In

the above mentioned Shareholders’ Meetings all the Shareholders with right to vote will be able to do

so, even if their right is limited or restricted. ----------------------------------------------------------------------

Likewise, the Corporation will have to submit in the General Shareholders’ Ordinary Meetings a report

about the fulfillment of all the fiscal obligations under its responsibility to the effect of complying with

article eighty six, paragraph twenty of the Income Tax Law, or any other disposition that should replace

it. In terms of the Income Tax Law mentioned earlier, the obligation foreseen in this paragraph, will be

deemed as fulfilled if in the above-mentioned Shareholders’ Meeting, the report on the revision of the

fiscal situation referred to in the third paragraph of article fifty two of the Federation Fiscal Code, is

distributed and read among the Shareholders. ---------------------------------------------------------------------

Thirty Fifth Article. General Shareholders’ExtraordinaryMeetings. Extraordinary Shareholders’

Meetings will be those called to deal with any of the following matters, in accordance with article one

hundred eighty two of the General Corporations Law: -----------------------------------------------------------

1. Change on the Corporation duration; ----------------------------------------------------------------------------

2. Early dissolution of the Corporation; ---------------------------------------------------------------------------

3. Increase or reduction of the fixed capital stock, as well as increase of the capital in the terms of

article fifty six (56) of the Securities Market Law; ---------------------------------------------------------------

4. Change of Corporate Object; ------------------------------------------------------------------------------------

5. Change of Corporate nationality; --------------------------------------------------------------------------------

6. Transformation of the Corporation; --------------------~-------------------------------------------------------

7. Merger of the Corporation with other corporation or split of the Corporation; --------------------------

8. Issuance of preferred stock; ------------------------------------------------------------------------------------

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9. Amortization by the Corporation of its own shares and issuance of dividend-right shares; ------------

10. Issuance of bonds, debentures or capital debt instruments or those which have the characteristics of

both, when these are changeable into shares of another Corporation -----------------------------------------

11. Any other modification of the Articles of Association; and -----------------------------------------------

12. Cancellation of the shares of the Corporation in the National Registry of Securities and in national

or foreign stock exchanges in which they are registered, but not in stock trading systems or other

markets not organized as stock exchanges. -----------------------------------------------------------------------

The Extraordinary Shareholders’ Meetings will be held whenever necessary to deal with some of the

matters of its competence, and when called in the terms of these Articles of Association. -----------------

Thirty Sixth. Of the Special Shareholders’ Meetings. The Special Shareholders’ Meetings will be those

that meet to deal with matters that may affect the rights of only one series of shares, and will be subject

to the provisions applicable to the Extraordinary Shareholders’ Meetings provided in these Articles of

Association. -----------------------------------------------------------------------------------------------

The Special Meetings of Shareholders of limited vote will have to be held at least once a year, before

the date indicated for the Ordinary Shareholders’ Meeting. -----------------------------------------------------

Thirty Seventh. Of the Calls to the Shareholders’ Meetings. The calls for Shareholders’ Meetings will

be done by the Chairman of the Board of Directors or of the Committees that carry out the functions on

the subject of Audit and Corporate Practices, or by the Secretary of the Board of Directors or his

alternate. Nonetheless, the shareholders with right to vote, even in limited or restricted, representing at

least ten per cent of the capital stock, may request a call for a Shareholders’ Meeting in the terms

provided by article fifty of the Securities Market Law. -----------------------------------------------

Any Shareholder who owns a share will be entitled to request in writing to the Board of Directors or to

the Chairmen of any of the Committees in function on the subject of audit and Corporate Practices, to

call for a Shareholders’ Meeting in any of the cases mentioned in article one hundred eighty five of the

General Corporations Law. If the call is not done within the fifteen-day period following the date of the

request, a competent judge of the Corporate domicile will do the above-mentioned call, previous

transfer of the request to the Board of Directors. ---------------------------------------------------------------

Thirty Eighth. Publication of the Calls for the Shareholders’ Meetings. The calls for Shareholders’

Meetings will be published in the Federation Official Gazette or in one of the newspapers of major

circulation in Mexico City, at least fifteen days before the date stated for the Shareholders’ Meeting. ---

The calls will contain the agenda, and will have to be signed by the person or persons who ask for

them, being understood that matters to which refer articles one hundred eighty one and one hundred

eighty two of the General Corporations Law, will not be included as part of General Issues.---------------

From the moment in which it is published the call for the Shareholders’ Meetings, the information and

the documents related to each of the issues set in the agenda will have to be available for the

shareholders’ at the Corporation’s domicile, free of charge. ----------------------------------------------------

Thirty Ninth. Admission to Shareholders’ Meetings. Admittance to the Shareholders’ Meetings will be

restricted to Shareholders or their representatives who, with at least forty eight hours previous to the

date and time indicated for the Shareholders’ Meeting, counted in business days, exhibit their share

certificates and/or written proof that the share certificates are deposited in a fully accreditated

institution for the deposit of securities, in the terms of the Securities Market Law. Such proofs will be

exchanged by a certification issued by the Corporation, in which the name and the number of stocks

that the Shareholder represents will be pointed out. The above-mentioned certifications will serve as

admission cards for the Shareholders’ Meetings. -----------------------------------------------------------------

The members of the Board of Directors, the CEO and the person designated by the company that

provides the services of external audit, will all be able to attend the Corporation’s Shareholders’

Meetings.----------------------------------------------------------------------------------------------------------------

Fortieth. Shareholders' Representation at Shareholders’ Meetings. The Corporation’s Shareholders will

be entitled to be represented in the Shareholders’ Meetings by persons who credit their legal capacity

by means of powers of attorney prepared and made available by the Corporation either through the

intermediaries of the stock market or in the Corporation itself at least fifteen calendar days prior to the

holding of each Shareholders’ Meeting. The above-mentioned forms will have to comply with the

requirements of the Securities Market Law and its supplementary provisions. --------------------

The Secretary of the Board of Directors of the Corporation will be bound to make sure of the

observance of the provided in this article and to report thereon to the Shareholders’ Meeting, what will

be pointed out in the respective minutes. ---------------------------------------------------------------------------

Forty First. The Holding of Shareholders’ Meetings. Before a Shareholders’ Meeting is declared

constituted, its president will name one or more scrutinizers, who will certify the number of represented

shares and will create the attendance list, with particular emphasis on the number of shares that each

Shareholder represents. -----------------------------------------------------------------------------------------------

Having verified the quorum, the person presiding will declare the Shareholders’ Meeting legally

constituted and will proceed to solve the Agenda. ----------------------------------------------------------------

Forty Second. Minutes of Shareholders’ Meeting. Of each Shareholders’ Meeting, the Secretary will

write down its minutes and will create a file. The file will consist, at least, of: -------------------------------

a) a copy of the newspaper or of the newspapers where the call was published, as the case may be; -----

b) the attendance list; -------------------------------------------------------------------------------------------------

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c) the form of the respective power of attorney or an extract certified by the Secretary of the documents

that credit the legal capacity of the Shareholders representatives, as the case may be; ----------------------

d) a copy of the minutes of the Shareholders’ Meeting; ----------------------------------------------------------

e) the reports, experts’ reports and financial information, as the case may be; and --------------------------

f) all other documents submitted to the Shareholders’ Meeting that, in opinion of the Secretary, would

be necessary or suitable to enclose. ---------------------------------------------------------------------------------

The non-compliance with the formality provided in this article in no way will affect the validity or

existence of the agreements reached in the respective Shareholders’ Meeting. -------------------------------

Forty Third. The Chairman and the Secretary of the Shareholders’ Meeting. The Shareholders’

Meetings will be presided by the Chairman of the Board of Directors. ----------------------------------------

If the Chairman of the Board of Directors is not present, then the Shareholders’ Meetings will be

presided by the Alternate Chairman, and in the absence of both by the person designated by the

Shareholders’ Meeting. -----------------------------------------------------------------------------------------------

The Secretary of the Board of Directors or its alternate one will operate as Secretary in the

Shareholders’ Meetings and, in case of the absence of both, this function will be carried out by the

person designated by the Chairman of the Board of Directors. -------------------------------------------------

Forty Fourth. Registration of the Minutes of Shareholders’ Meeting. The minutes of the Shareholders’

Meetings will be registered in a book that the Corporation will keep especially for this effect, and these

will be signed by those who act as a Chairman and Secretary of the Shareholders’ Meeting. --------------

Forty Fifth. Presence and Voting Quorum in Shareholders’ Meetings. So that an General Shareholders’

Ordinary Meeting is considered to be legally assembled by virtue of the first call, at least fifty per cent

of the common shares will have to be represented in the Shareholders’ Meeting, and its resolutions will

be valid when they are taken by the majority of votes of the shares represented in the Shareholders’

Meeting. -----------------------------------------------------------------------------------------------------------------

In case of the second or subsequent call, the General Shareholders’ Ordinary Meetings may be validly

held regardless the number of common shares represented in the Shareholders’ Meeting, and its

resolutions will be valid when they are taken by the majority of votes of the shares represented therein.

So that an General Shareholders’ Extraordinary Meeting held to deal with matters in which the limited

vote shares have no right to vote, be considered to be legally constituted by virtue of the first call, at

least seventy-five per cent of the common shares will have to be represented therein, and its resolutions

will be valid whenever taken by the favorable vote of the shares that represent at least fifty per cent of

the common shares of the Corporation. -----------------------------------------------------------------------------

In case of the second or subsequent call, the General Shareholders’ Extraordinary Meeting held to deal

with matters in that the limited vote shares have no right to vote, may be held validly if at least fifty per

cent of the common shares of the Corporation is represented therein, and its resolutions will be valid

when they are taken by the favorable vote of the shares that represent, at least, fifty per cent of the

common shares of the Corporation. ---------------------------------------------------------------------------------

So that a Special Shareholders’ Meeting called to deal with matters related to the limited vote shares be

considered to be legally constituted by virtue of the first call, at least, seventy-five per cent of the

limited vote shares will have to be represented therein, and its resolutions will be valid when they are

taken by the favorable vote of shares that represent at least, fifty per cent of the limited vote shares. ----

In case of the second or subsequent call, the Special Shareholders’ Meetings may be held validly if it is

represented therein, at least, fifty per cent of the limited vote shares, and its resolutions will be valid

when they are taken by the favorable vote of shares that represent, at least, fifty per cent of the limited

vote shares…”. ---------------------------------------------------------------------------------------------------------

XIX.- By public instrument number forty six thousand six hundred and fifty five, dated as of the

twenty-third of August, two thousand and ten, before Marco Antonio Ruiz Aguirre, holder of the notary

public's office number two hundred and twenty-nine of the Federal District, whose first testimony was

registered in the Public Registry of Property and Commerce under number nine thousand five hundred

and six, by means of which the merger of “GRUPO BIMBO”, SOCIEDAD ANÓNIMA BURSÁTIL

DE CAPITAL VARIABLE as merging corporation and “TECEBIM” SOCIEDAD ANÓNIMA DE

CAPITAL VARIABLE as merged corporation was recorded, agreeing that the articles of association of

the merging corporation shall continue to be applicable and maintaining a fixed capital stock of ONE

THOUSAND NINE HUNDRED AND ONE MILLION, SEVEN HUNDRED THIRTY TWO

THOUSAND FOUR HUNDRED AND EIGHTY PESOS, NATIONAL CURRENCY represented by

four thousand seven hundred and tree million two hundred thousand shares.---------------------------------

XX.- By public instrument number forty eight thousand nine hundred and sixty seven, dated as of the

fifteenth of April, two thousand and eleven, before Marco Antonio Ruiz Aguirre, holder of the notary

public's office number two hundred and twenty-nine of the Federal District, whose first testimony was

registered in the Public Registry of Property and Commerce under number nine thousand five hundred

and six, by means of which the Minute of an Extraordinary Shareholders General Meeting of “GRUPO

BIMBO”, SOCIEDAD ANÓNIMA BURSÁTIL DE CAPITAL VARIABLE was recorded, by

means of which, among other agreements, articles sixth, eighteenth, twentieth, twenty-second, twenty-

third and twenty-fifth of its articles of association were modified:----------------------------------------------

------------------------------------------------ Fourth Chapter ------------------------------------------------------

-------------------------------------------- Corporation Administration ------------------------------------

14

Eighteenth. Corporation Administration. The Corporation administration of the will be in charge of a

Board of Directors and a General Manager or CEO who will carry out the functions set forth by the

Securities Market Law. -----------------------------------------------------------------------------------------------

The members of the Board of Directors, holders and substitutes, may be Shareholders or persons who

are not part of the Corporation. The Board of Directors will be integrated by a minimum of five (5) and

a maximum of twenty-one (21) holder Directors, of which at least twenty-five per cent will have to be

independent. For every holder Director there will be designated a respective substitute, being

understood that the independent Directors substitutes shall have the same legal capacity. The

shareholders with right to vote, even limited or restricted, who either individually or as a whole, have

ten per cent of the Corporation’s capital stock, will be entitled to designate and revoke a member of the

Board of Directors, in terms of the forty seventh article of these Articles of Association. ------------------

For the understanding of this article, it will be understood that independent Directors are those persons

who are not disabled to perform their functions free from conflicts of interest and who comply with the

requirements to be considered as such by the Securities Market Law, the provisions derived said Law,

and provided in laws and norms of jurisdictions and stock exchanges or markets in those where the

Corporation’s securities may go public, as the case may be. ----------------------------------------------------

The Directors and, as the case may be, their substitutes, will last in office until the persons designated

to replace them take office; they may be reelected indefinitely and will receive the remunerations that

the General Shareholders’ Ordinary Meeting determines. No person will be able to be member of the

Board of Directors after tuning seventy-five (75) years old. -----------------------------------------------------

The Board of Directors will be entitled to designate provisional Directors, without intervention of the

Shareholders’ Meeting, when some of the cases indicated in the previous paragraph or in article one

hundred fifty five of the General Corporations Law. The Shareholders’ Meeting will be able to ratify

the abovementioned appointments or designate the substitute Directors in the Shareholders’ Meeting

taken place after the happening of such event. --------------------------------------------------------------------

Independently from the Corporation’s obligation to comply with the principles established in this

article, the non compliance of the foreseen herein, due to any cause, will neither generate nor grant

third parties the right challenge the validity, regarding the legal acts, contracts, agreements, covenants

or any other act that the Corporation celebrates by means of, or through its Board of Directors or any

other intermediate, representative, chief or proxy, nor will these be considered as requirements of

validity or existence of such acts. -----------------------------------------------------------------------------------

In terms of the established by the Securities Market Law, at the moment the Shareholders’ Meeting

designates a person as Director, it will be understood that due to the sole fact of his designation, the

Corporation has granted an exemption to the abovementioned person for the performance of activities,

either ordinary or usual, of the Corporate’s purpose or of the companies that Corporation controls or in

whom it has a significant influence. ---------------------------------------------------------------------------------

Nineteenth. Chairman and Board Secretary Designation. The General Shareholders’ Ordinary Meeting

will designate from the members of the Board of Directors the Chairman of the board. The Board of

Directors will designate a Secretary who will not be part of the above-mentioned Corporation, who will

be subject to the obligations and responsibilities set forth by these Articles of Association, the

Securities Market Law and the Board of Directors. ---------------------------------------------------------------

Twentieth. The Board’s Obligations and faculties. The Board of Directors, for the performance of its

functions will be provided with the help of one or more Committees. The Committee or Committees

that carry out activities regarding Corporate Practices and Audit will be integrated by Independent

Directors and by a minimum of three (3) members designated by the Board of Directors, in terms of the

provided in article 25 (twenty-five) of the Securities Market Law. ---------------------------------------------

The Board of Directors will be the Corporation’s legal representative , it shall be vested with the fullest

faculties for the Corporation business administration, with the fullest general power of attorney for

lawsuits and collections, to manage assets and to carry out ownership acts, without any limitation,

meaning that it shall be vested with all the general and special faculties that require a special clause in

accordance with the law, in the terms of the first three paragraphs of article two thousand five hundred

and fifty four (2554) of the Federal District Civil Code , including the faculties provided by article two

thousand five hundred and eighty seven (2587) of the same body of laws. Enunciatively but not

restrictively, the following faculties are expressly fixed thereto: -----------------------------------------------

1. To exercise the Corporation’s power for lawsuits and collections, granted with all the general and

special faculties that require a special clause in accordance with the law, therefore, it is awarded

without any limitation, in accordance with the provided by the first paragraph of the article two

thousand five hundred and fifty four (2554) of the Federal District Civil Code and its correlative ones

of the Federal Civil Code and Codes for the rest of the Mexican States, being authorized to abandon

even amparo lawsuits; to complain at criminal level and to abandon the filed complaints; to be a

coadjutant of the Public Prosecutor and to grant pardon if it is according with the law; to transact, to

require arbitration, to formulate and answer interrogatories, to challenge judges, to receive payments

and to carry out any the other act determined by the law, among which to represent the Corporation

before criminal, civil and administrative authorities and courts and before labor authorities and courts;--

2. To exercise the Corporation’s power to manage assets, in terms with the provided by the second

paragraph of article two thousand five hundred and fifty four (2554) of the Federal District Civil Code

and its correlative ones of the Federal Civil Code and Codes for the rest of the Mexican States; ----------

16

3. To exercise the Corporation’s power for ownership acts, in terms of the provided in the third

paragraph of the article two thousand five hundred and fifty four (2554) of the Federal District Civil

Code and its correlative ones of the Federal Civil Code and Codes for the rest of the Mexican States ---

4. To exercise the Corporation’s power to sign, to endorse and in any way negotiate with credit

instruments, in the terms of the ninth article of the Credit Instruments and Operations Law;---------------

5. To open and to close bank accounts in the Corporation’s name and to designate persons who draw

against them; -----------------------------------------------------------------------------------------------------------

6. To appoint delegates for the execution of concrete acts and to grant general and special powers of

attorney on behalf of the Corporation, with faculties to revoke all or part of the delegations made and

the powers of attorney granted, as well as to grant and revoke the delegation and substitution faculty

provided in this section 7, reserving for itself the exercise of its faculties and powers.

7. To appoint and remove the General Manager, Directors, Managers, Officers and Proxies and to

determine their faculties, work conditions, remunerations and warranties and, particularly, to grant

powers of attorney to Managers, Officers, Attorneys at Law and other individuals who are in charge of

the work relationships, so that they may appear before the labor authorities as provided by articles 11

(eleven), 692 (six hundred and ninety two) item II, 786 (seven hundred and eighty six) and 876 (eight

hundred and seventy six) and others related to the Federal Labor Law, who shall be expressly

empowered to appear before any labor authority, in each and all the stages of the proceeding in labor

type lawsuits and with faculties to execute the agreements that might result from such hearings, as well

as, particularly, to formulate and reply to interrogatories on behalf of the corporation, with faculties to

substitute and delegate the already mentioned powers of attorney, but specially, within the faculties

conferred herein as provided by articles 2,554 and 2,555 of the Federal District civil code with the

limitation that these can only be granted through power of attorney, because the Corporation wishes

that this faculty does not include the granting of general powers of attorney or powers of attorney

granted by public deed. -----------------------------------------------------------------------------------------------

8. To perform internal labor regulations; ---------------------------------------------------------------------------

9. To carry out any act authorized by these Articles of Association or those that are a consequence

thereof; ------------------------------------------------------------------------------------------------------------------

10. To call for Shareholders’ Meetings and execute their resolutions; -----------------------------------------

11. To name and to remove the Corporation’s external auditors; -----------------------------------------------

12. To establish Corporation divisions and agencies in any part of the Mexican Republic or abroad; ----

13. To conduct and to carry out all corresponding acts and operations according to the laws, or those

which are entrusted thereto by these Articles of Association or by agreement of the Shareholders’

Meetings, with the limitations, as the case may be, provided in these Articles of Association; ------------

14. To approve annually the Corporation’s budgets as well as to approve the budget modifications,

regarding the results reported by the Corporation, as well as to authorize extraordinary items. The

Shareholders’ Meeting will be able to limit or regulate the faculties contained in this paragraph;---------

15. To present to the Shareholders’ Meeting the Audit Committee’s reports; -----------------------------

16. To resolve on the Corporation’s acquisition of the issued shares, in terms of the Securities Market

Law; ---------------------------------------------------------------------------------------------------------------------

17. To determine the own share acquisition and placement policies, to instruct the purchase these

shares and to designate the companies responsible for the acquisition and placement. The Board will

annually inform the General Shareholders’ Ordinary Meeting of the exercise of the abovementioned

faculties; -----------------------------------------------------------------------------------------------------------------

18. To determine the Committees that help to the Board of Directors faculties, in accordance with these

Articles of Association; -----------------------------------------------------------------------------------------------

19. Those foreseen in the Securities Market Law: and ----------------------------------------------------------

20. To celebrate any legal acts and to adopt any necessary or suitable determinations in order to fulfill

the corporate purposes. ------------------------------------------------------------------------------------------------

Neither a Director, the Chairman of the Board of Directors, nor the Secretary or, as the case may be,

their substitutes, due to the fact of their appointment, will have faculties to submit confessional proof,

therefore, they are not entitled to formulate interrogatories in any lawsuit or proceeding in which the

Corporation takes part. These faculties correspond exclusively to the delegates that for the

abovementioned effects designates the Board of Directors and to the Corporation’s proxies to whom,

these have been expressly granted.-----------------------------------------------------------------------------------

Twenty First. The Board of Directors Chairman. The Board of Directors Chairman will have a quality

vote in the case of a tie. The Board of Directors Chairman will comply with the Board of Directors

agreements without requiring any special resolution. ------------------------------------------------------------

Twenty Second. Calls for Board of Directors. Meetings The Board of Directors Chairman or of the

Committees that carry out the functions of Corporate and Audit Practices, at least twenty-five (25) per

cent of the Directors, the Secretary or his substitute will be entitled to call for a Board of Directors

Meeting and to insert in the agenda the issues that they consider relevant. The calls for a Board of

Directors Meeting will have to be done in writing and will have to be notified to all other Directors

with at least with one (1) day in advance, in case of being called by the Board Chairman , and with at

least ten (10) days in advance to the date stated for the holding of the Meeting in other cases, by

18

certified mail, telegram, or any electronic media, confirming its reception, to the address, places,

facsimile numbers or electronic media that the Directors, the Secretary or its substitute would have

indicated in writing for this end. Nevertheless, the call will not be necessary if all the Directors or, as

the case may be, their substitutes, are present in the Meeting. --------------------------------------------------

The Board will have to meet at least once every three months on the dates and places that the Board

determines. The Corporation’s External Auditor may be called for the Board of Directors Meetings, as

guest with voice and without vote. The calls will have to specify the time, date and place of the

Meeting, as well as the Agenda proposed for the same. ----------------------------------------------------------

Twentieth Third. Validity of the Board of Directors Meetings. In order for the Board of Directors

Meetings to be valid, the attendance of most of its members will be necessary. In case of having

designated them, the temporary or definitive absences in the Board of Directors, will be covered by the

substitutes. --------------------------------------------------------------------------------------------------------------

Notwithstanding the previously stated, the resolutions adopted out of the Board of Directors Meeting ,

by unanimity of its members, will have for all legal effects, the same validity as if they would had been

adopted in a Board of Directors Meeting, as long as that they are confirmed in writing. --------------------

Twenty Fourth. Board Resolutions. The Board of Directors will adopt its resolutions by majority of

votes of the present members. The Board of Directors Chairman will have a quality vote in the case of

a tie. ----------------------------------------------------------------------------------------------------------------------

The resolutions adopted by the Directors by unanimity of votes out of a Board of Directors Meeting ,

will have for all the legal effects, the same validity as if they would have been adopted in a Board of

Directors Meeting, as long as they are confirmed in writing. ----------------------------------------------------

Twenty Fifth. The Directors Guarantees. Neither the Board of Directors members nor, as the case may

be, their substitutes, nor, as the case may be, the members of the Committees or the administrators and

managers shall grant guarantee or bond to assure the fulfillment of the responsibilities that they would

contract in the performance of their positions, unless the Shareholders’ Meeting that would have

designated them provides such obligation. -------------------------------------------------------------------------

The Board of Directors members and the Secretary or Pro-Secretary and, as the case may be, their

respective substitutes, are released from the responsibility consisting in indemnifying the damages

caused to the Corporation or to the companies that the Corporation controls or in which it has a

significant influence, due to lack of diligence derived from the acts that they execute or the decisions

that they make in the Board or of those that are not taken due to the fact that the above mentioned

Corporation is not able to meet legally, provided that it is not a question of fraudulent acts or illicit acts

of performed with bad intentions in accordance with the Securities Market Law or other laws. The

Corporation, in any case, will indemnify and leave the members of the Board. the Directors and the

Secretary and the Pro-Secretary and, as the case may be, to their respective substitutes in peace and

safety from any responsibility in which they may incur in the legal performance of their position and

they will cover the indemnification amount for the damages that their performance may cause to the

Corporation or to the companies that the Corporation controls or in which it has a significant influence,

unless it is a question of fraudulent acts or performed with bad intentions, or illicit, in accordance with

the Securities Market Law or other laws. ---------------------------------------------------------------------------

Twenty Sixth. The Board Chairman and Secretary. The Board of Directors Chairman will preside at the

Shareholders’ Meetings and the Board of Directors Meetings and, if absent, these will be presided by

the Alternate Chairman, and otherwise, by one of the members of the Board that other attendants

designate by majority of votes. --------------------------------------------------------------------------------------

If the Secretary does not attend the Meeting, his substitute will act and, if absent, the person that the

Board designates by majority of votes will act as Secretary of the Meeting. The Board minutes will be

written down in a book that the Corporation will keep for such effect and will be signed by those who

act as a Chairman and Secretary of every Meeting. ---------------------------------------------------------------

Twenty Seventh. Board Certifications and Delegates. The copies and certificates of the minutes from

the Board of Directors Meetings and of the Shareholders’ Meetings, as well as of the entries contained

in the corporate non-accounting books and, in general, of any document of the Corporation file, may be

authorized and certified by the Secretary or his substitute, who in case of lack of designation of another

person, will be permanently delegated to appear before the notary public of his election to authenticate

the minutes of Shareholders’ Meetings and of the Board of Directors Meetings , as well as to grant, as

delegate, the powers that the Board grants thereto. Also, the Secretary or his substitute, will be in

charge of writing and recording in the respective books the minutes of Shareholders’ Meetings and of

the Board of Directors Meetings, as well as issuing comparisons and certifications thereof and of the

appointments, signatures and faculties of the Corporation officers.---------------------------------------------

----------------------------------------------------- Fifth Chapter ----------------------------------------------------

----------------------------- Corporation Intermediate Administration Comities ---------------------------

Twenty Eighth. Committees. The Board of Directors, for the performance of its functions, will be

provided with the aid of the Committees that the Board of Directors constitutes. The Committee that

develops the activities of Corporate Practices and Audit will be integrated by Independent Directors

and by a minimum of 3 (three) members designated by the Board of Directors, in accordance with the

provided by article 25 (twenty-five) of the Securities Market Law….”.----------------------------------------

-------------------------------------------------- SECOND CHAPTER----------------------------------------------

----------------------------ARTICLES OF ASSOCIATION COMPILATION-------------------------------

20

----------------------------------------------------C L A U S E S ---------------------------------------------------

ONLY CLAUSE.– As per request of Luis Miguel Briola Clément, “GRUPO BIMBO”, SOCIEDAD

ANÓNIMA BURSÁTIL DE CAPITAL VARIABLE’s articles of association remain dully certified,

and in terms of the abovementioned background, remain as follows: ------------------------------------------

------------------------------ GRUPO BIMBO, S.A.B. DE C.V.’S BYLAWS----------------------------------

---------------------------------------------------First Chapter--------------------------------------------------------

------------ Corporate Name, Corporate Purpose, Establishment, Duration and Nationality ---------

First. Corporate Name. This is a stock corporation with variable capital and its Corporate Name is

“GRUPO BIMBO”. This Corporate Name will be followed by the words “Sociedad anónima bursátil

de capital variable” or by the abbreviation “S.A.B. de C. V.”. --------------------------------------------------

Second. Corporate Purpose. The Corporation purpose is: ----------------------------------------------------

I. To promote, constitute, organize, exploit, acquire and take part in the capital stock or patrimony of

any kind of corporate or civil partnership, association or company, either with industrial, commercial,

service provision or any another kind of purpose, both national and foreign, as well as to take part in its

administration or liquidation; ----------------------------------------------------------------------------------------

II. To acquire, under any legal title, shares, interests, participations or partnership interest of any kind

of commercial or civil companies, whether participating in their incorporation or by means of

subsequent acquisitions, as well as to alienate, dispose and negotiate such shares, interests, corporate

participations or partnership interests, including any other securities; -----------------------------------------

III. To carry out any type of acts related to the manufacture, distribution, commercialization and sale of

foodstuff, processed food, including enunciatively but not restrictively, bread, packed bread,

confectionery, cookies, sweets, chocolates, muffins, snacks, tortillas, milk caramels, pastas, as well as

raw materials, machinery and equipment for the manufacture, distribution, commercialization and sale

of the abovementioned gods; ---------------------------------------------------------------------------------

IV. To receive from other Corporations and individuals, as well as to provide to other Corporations and

individuals, any necessary services for the achievement of its corporate purposes; --------------------------

V. To obtain, acquire, develop, improve, use, grant and receive licenses or to have, under any legal

title, any kind of patents, trademarks, service marks, utility models, industrial designs, industrial

secrets, invention certificates, notices and trade names and any other industrial property rights or

copyright, either in Mexico or abroad; ------------------------------------------------------------------------------

VI. To obtain any kind of financing, loans or credits, issue any kind of securities, including stock-

exchange certificates, obligations or credit instruments, bonds and commercial paper, or any other debt

instrument, with or without the granting of a real guaranty by pledge, mortgage, trust or under any

other legal title, as well as to acquire and negotiate with them on national and foreign markets, and to

conduct derivative and synthetic operations; ----------------------------------------------------------------------

VII. To grant any type of financing or loan to individuals or commercial or civil corporations,

companies and institutions with whom the Corporation has commercial or business relations, in which

the Corporation is a holder of corporate shares, whether or not receiving real guarantees; -----------------

VIII. To grant any kind of guarantees, whether personal, real or as surety of obligations, credit or debt

instruments on its own behalf or on behalf of individuals, companies, associations and institutions in

which the Corporation has interest, or participation, or with which the Corporation has business

relations, establishing itself as guarantor, jointly and severally obliged, underwriter, surety oof such

persons; ------------------------------------------------------------------------------------------------------------------

IX. To subscribe, draw, issue, negotiate, accept, endorse and guarantee all types of credit or debt

instruments and to carry out credit operations; --------------------------------------------------------------------

X. To carry out any kind of commerce transactions either by itself or in representation of others; --------

XI. To perform any kind of commerce acts, regarding assets, rights, securities, and to carry out any

kind of construction work, either by itself or in representation of others; -------------------------------------

XII. To give or to receive in lease or commodatum, as well as to acquire, possess, exchange, alienate,

transfer, dispose of or encumber, the ownership or possession of all types of personal and real property,

including any real or personal rights therein, that may be necessary or appropiate for its corporate

purposes or for the operations or corporate purposes of the commercial or civil corporations,

associations and institutions in which the Corporation has an interest or participation of any nature; ----

XIII. To act as commission agent, mediator, representative, agent or intermediary of any person; --------

IX. To place its own shares, securities that represent them, credit or debt instruments, on national or

foreign stock markets, with authorization of the competent authorities, including stock exchanges or

foreign stock trading systems; ---------------------------------------------------------------------------------------

XV. To acquire its own shares, in the terms of the Securities Market Law and of other applicable

general provisions; and -----------------------------------------------------------------------------------------------

XVI. In general, to carry out any kind of acts, contracts, agreements and operations of any nature that

are related to the corporate purpose, including the acquisition, alienation, encumber, lease and

administration of real estate.,-----------------------------------------------------------------------------------------

Third. Establishment. The Corporation’s registered office shall be in Mexico City, Federal District

where its central administration and head office will be. The registered office will not be changed for

the establishment of divisions and agencies in other locations. The Corporation will be able to establish

conventional domiciles in the contracts and legal acts in which it intervenes as well as offices, divisions

or agencies in any part of Mexico and abroad, or to submit itself conventionally by any act, contract or

22

agreement to the application of foreign laws or laws of any Mexican state as well as to the courts

jurisdictions or to conventional domiciles in Mexico or abroad in order to receive any kind of notices,

judicial or extrajudicial subpoenas, designating special or general representatives abroad for the

abovementioned effects or for any other effect, without this being deemed as a domicile change. --------

Fourth. Duration. The Corporation’s duration shall be indefinite. --------------------------------------------

Fifth. Nationality. This is a Mexican Corporation. The foreign Shareholders shall be formally bound

by this fact alone, to the Ministry of Foreign Affairs to be considered as Mexicans concerning the

Corporation shares that they acquire or of which they are holders, as well as concerning the assets,

rights, authorizations, shares or interests of which the Corporation is the holder, as well as of the rights

and obligations that may arise from the contracts in which the Corporation is a party with Mexican

authorities, and will also be obliged not to invoke the protection of their Governments, under penalty,

otherwise, of losing corporate shares that they would have acquired, in favor of the Mexican Nation.----

-------------------------------------------------- Second Chapter ----------------------------------------------------

-------------- Capital stock, Shares, Registry and Cancellation of Share Registration -------------------

Sixth. Capital stock. This Corporation’s capital is variable. The fixed minimum capital, without right

for withdraw, amounts to one thousand nine hundred one million seven hundred thirty two thousand

four hundred and eighty pesos, legal currency of the United Mexican States, represented by four

thousand seven hundred three million two hundred thousand ordinary and nominative Series "A"

shares, without nominal value, fully subscribed and paid. -------------------------------------------------------

The capital stock will be represented by shares of the ordinary and nominative Series "A" shares,

without nominal value. Additionally, the Corporation will be able to issue, in accordance with the

Securities Market Law, nominative shares with non-voting and/or limited vote rights, without nominal

value, which will be named by the Series name established by the Shareholder’s Meeting which

approves their issuance. -----------------------------------------------------------------------------------------------

At no time will the non-voting and/or limited vote shares be able to represent more than twenty-five per

cent neither of the total capital stock placed among the investing public, nor of the total shares that are

placed therein. Nevertheless, the National Banking and Securities Commission or, the competent

authority, as applicable, will be able to broaden the abovementioned limit up to an additional twenty-

five per cent, as long as that the latter percentage is represented by non-voting shares, shares with other

limited corporate rights, or by restricted vote shares, which will have to be convertible into common

shares within a term no longer than five (5) years, following their placement. -------------------------

Seventh. Of the Shares. Within their respective Series, each share will grant equal obligations and

rights to their holders.--------------------------------------------------------------------------------------------------

The shares paid in kind will remain in deposit with the Corporation for a period of two years, according

with the provided by article one hundred forty one of the General Corporations Law.-----------------------

Seventh Bis. Limitations in order to Acquire Shares. The companies controlled by the Corporation,

in terms of the Securities Market Law, will not be able to acquire, either directly or indirectly, shares

that represent the Corporation’s capital stock to which they are linked nor credit instruments that

represent the above mentioned shares.------------------------------------------------------------------------------

Eighth. Rights Granted by the Shares. The holders of Series "A" shares have the right to a vote in

the General Shareholder’s Ordinary and Extraordinary Meetings. The holders of Series "A" shares will

not be able to attend the Special Shareholders’ Meetings carried out by holders of non-voting and/or of

limited vote shares nor will they be entitled to vote in the Special Shareholders’ Meetings carried out

by holders of non-voting and/or of limited vote shares. ----------------------------------------------------------

The holders of limited vote shares have the right to attend and to vote, with one vote for every share,

exclusively in the Special Shareholders’ Meetings carried out by holders of non-voting and/or of

limited vote shares and in the General Shareholder’s Extraordinary Meetings held to treat any of the

following matters: -----------------------------------------------------------------------------------------------------

I. Corporation Transformation; --------------------------------------------------------------------------------------

II. Merger with another company or companies, when the Corporation is the merged party; --------------

III. Registration cancellation of limited vote shares in the National Securities Registry and in national

or foreign stock exchanges in which they are registered, except for valuation systems or other markets

not organized as stock exchanges; and ------------------------------------------------------------------------------

IV. Any other that the Securities Market Law provides. ---------------------------------------------------------

Limited vote shareholders will not be able to attend to the General Shareholder’s Ordinary Meetings,

except for cases expressly established by the Securities Market Law. Also, they will not be able to

attend the General Shareholder’s Extraordinary Meetings held in order to treat matters in which they

may not vote. -----------------------------------------------------------------------------------------------------------

Shareholders, even of limited or restricted vote, who either individually or as a whole, have ten per cent

of the Corporation capital stock will have the rights foreseen in Chapter eight of these Articles of

Association. -------------------------------------------------------------------------------------------------------------

Shareholders of non – voting shares will have the rights established by the Securities Market Law. -----

Ninth. Unsubscribed shares. The Corporation will be able to issue unsubscribed shares of any Series

or class that are part of the capital stock, which will be kept in the Corporation’s treasury to be

delivered to the extent that their subscription takes place.--------------------------------------------------------

Also, the Corporation will be able to issue unsubscribed shares that will be kept in treasury for their

placement throughout the public, provided that: (i) the General Shareholder’s Extraordinary Meetings

24

approves the maximum amount of capital increase and the conditions in which the corresponding share

issuances shall take place; (ii) the subscription of the issued shares shall be carried out by means of a

public offer of shares, previously filing at the National Securities Registry ; and (iii) the amount of the

subscribed and paid capital shall be announced when the authorized capital represented by the issued

and unsubscribed shares is made public and the conditions foreseen by the Securities Market Law are

fulfilled.------------------------------------------------------------------------------------------------------------------

Tenth. Purchase of its Own Shares. The Corporation is entitled to acquire shares that represent its

own capital stock through the stock exchange, at the current market price, in the terms of article of 56

(fifty six) of the Securities Market Law.----------------------------------------------------------------------------

The shares that belong to the Corporation or, when applicable, the treasury shares, notwithstanding the

established by the General Corporation Law, may be placed amongst the investing public, not

requiring, the increase of the corresponding capital stock, nor the resolution of any kind of

Shareholders’ Meeting, nor the agreement of the Board of Administration regarding their placement.---

Eleventh. Share Representative Certificates. Shares will be represented by printed certificates that

may cover one or more shares, which will bear the signatures of two holder Directors, which may be

either autograph or facsimile, in the latter case, the original of such signatures will have to be deposited

in the corresponding Public Registry of Commerce according to the Corporation’s domicile. The

certificates and titles that cover the shares will contain all the information and requirements established

by article one hundred twenty-five of the General Corporations Law, as well as the limitations provided

in these Articles of Association. Nevertheless, the share certificates may omit the nominal value, in

terms of paragraph four of the above-mentioned article of the General Corporations Law. ----------------

Additionally, the share certificates will have either printed or engraved, the complete text of the sixth

article of these Articles of Association, a synthesis of articles seventeen and seventeen bis., and will

have attached numbered coupons for dividend cashing.----------------------------------------------------------

Twelfth. Share Registry Book. The Corporation will keep a Share Registry Book in which the entries

referred to in article one hundred twenty-eight of the General Corporation Law shall be made. This

registry may be kept by the Secretary of the Corporation’s Board of Directors, by an institution for

securities deposit, by a credit institution or by the person indicated by the Board of Directors, who will

act on account of and in name of the Corporation as a recording agent. ---------------------------------------

The registry of nominative shares will remain closed from the previous day of any Shareholders’

Meeting until and including the date on which the corresponding Stockholder's Meeting is held. During

such periods no filing will be done in the registry. ----------------------------------------------------------------

The Corporation will consider as legal holder the person who is registered in the nominative shares

registry, and it will not recognize nor enter into the registry any share transfer conducted in violation of

the provided by articles seventeen and seventeen bis of these Articles of Association. ---------------------

In case of shares deposited with some institution for securities deposit, the transfer and their

registration will take place in accordance with the provided by the Securities Market Law. ---------------

Any share transfer or transfer of charges on said shares will be effective, regarding the Corporation,

from the date in which the abovementioned transfer or charge, accordingly, has been entered into in the

Corporation’s share registry, except for the established by the Securities Market Law for the stock-

exchange pledge. -------------------------------------------------------------------------------------------------------

The nominative shares’ registry will consist of the records referred to by article two hundred and ninety

of the Securities Market Law. ----------------------------------------------------------------------------------------

Thirteenth. Cancellation of Shares Registration. The cancellation of the Corporation’s shares

registration in the National Securities Registry, either requested by the Corporation or resolved by the

National Banking and Securities Commission shall be carried out in terms of the Securities Market

Law and its complementary provisions. ----------------------------------------------------------------------------

----------------------------------------------- Third Chapter --------------------------------------------------------

------------------------------ Increases and Decreases of the Capital Stock ------------------------------------

Fourteenth. Capital Increases and Priority Rights. Every fixed minimum capital increase will have

to be declared by an General Shareholder’s Extraordinary Meeting, except for cases deriving from own

shares placement, in terms of the provided by article tenth abovementioned or of the provided in this

article, with the consistent reform of the Articles of Association in the corresponding part. The

increases of variable capital will have to be approved by an annual General Shareholder’s Ordinary or

Extraordinary Meeting, authenticating the corresponding minutes, except when it is a matter of

increases for own shares’ acquisition.-------------------------------------------------------------------------------

Except for the cases established in the previous paragraph, all the minutes of Shareholders’ Meetings

that report a capital increase will have to be authenticated by a notary public and those that refer to

increases of the fixed minimum capital shall also have to be registered in the corresponding Public

Registry of Commerce according to the Corporation’s domicile. -----------------------------------------------

When the respective agreements are made, the Shareholders’ Meeting that declares the increase or any

later Shareholders’ Meeting will set forth the terms and bases in which the above-mentioned increase

should be carried out. --------------------------------------------------------------------------------------------------

As soon as the shares are issued, should the Shareholders’ Meeting agree so; the Board of Directors

will be able to offer them to the Shareholders for subscription and payment in the terms and conditions

26

established by Shareholders’ Meeting or by the Board of Directors. While they are not subscribed they

will be remain in the Corporation’s treasury. ----------------------------------------------------------------------

The Corporation will be entitled to issue unsubscribed shares in terms of article nine of these Articles

of Association and of the Securities Market Law and other complementary provisions. When there are

limited vote shares, in all the capital increases limited vote shares will have to be issued in a sufficient

minimum number that allows the limited vote shareholders keep the same percentage of stock tenancy

in the Corporation. -----------------------------------------------------------------------------------------------------

In the increases of the capital stock, the Corporation shareholders will have, in proportion to the

number of shares held by the abovementioned Shareholders of a Series regarding the entire number of

issued and subscribed shares of the abovementioned series before the capital stock increase, preference

to subscribe a sufficient number of shares that allows them to keep their stock tenancy, except for: (i)

the issuances made in accordance with article fifty three of the Securities Market Law; (ii) the own

shares acquired that turn into treasury shares and are placed among the investing public in accordance

with the Securities Market Law; (iii) those that result from the conversion of bonds to shares or from

any other capital instruments, debt instruments or instruments that have similar characteristics of both,

issued by the Corporation into shares, previously authorized by the General Shareholder’s

Extraordinary Meeting; (iv) the Corporation merger; and (v) the case of any capital increase by

subscription and payment, in cash or in kind, or by capitalization of liabilities, in which the Corporation

will not be obligated to archive that the shares of any Series or type or any foreign security that

represents them, remain registered with authorities other than the Mexican securities authorities and,

therefoere, the Corporation will not be obligated to accept the subscription and payment that

Shareholders may carry out if such an acceptance results in an obligation for the Corporation in the

indicated terms. --------------------------------------------------------------------------------------------------------

The Shareholders priority rights established in the previous paragraph must be exercised by in no less

than fifteen days immediately counted after the day of the publication in the Official Federation

Gazette and in any other widely circulated gazette corresponding to the Corporation’s domicile, of the

agreement taken by the Shareholder’s Meeting that declared the capital stock increase. This preferential

right shall be exercised in terms of the provisions established by the Board of Directors. ----------------

The Corporation will not be able to issue new shares until the previous ones have been fully paid,

without prejudice of the applicable provisions regarding the issuance of unsubscribed shares, and

unless the shares previously issued are destined, by a resolution of the Shareholders’ Meeting that

approved their issuance, to satisfy all of the Corporation’s obligations that the Shareholders have

approved. ----------------------------------------------------------------------------------------------------------------

The Board of Directors are authorized to offer to third parties for subscription and payment, the shares

not subscribed by the Shareholders, after the expiration of the term provided in this article for the

exercise of Priority Rights, in the capital increases that are decreed, being understood that the price at

which the shares are offered shall not be lower than the one at which these would have been offered to

the Shareholders of the Corporation for subscription and payment. --------------------------------------------

Fifteenth. Capital Decreases. Every decrease of the fixed minimum capital will have to be declares by

a General Shareholders’ Extraordinary Meeting, which will also have to reform the Articles of

Association in the corresponding part. ------------------------------------------------------------------------------

Every decrease of the variable capital may be declared by a General Shareholders’ Ordinary or

Extraordinary Meeting, except for those that derive from an own shares acquisition in terms of the

tenth article of these Articles of Association, properly authenticating the corresponding registry except

when it is a matter of decreases as the one referred to by article fifty six of the Securities Market Law.--

Except for the cases established in the previous paragraph, all of the minutes of Shareholders’ Meetings

that report capital decrease will have to be authenticated before notary public and those that refer to

decreases of the fixed minimum capital will also to be registred in the corresponding Public Registry of

Commerce according to the Corporation’s domicile. -------------------------------------------------------------

In no case the capital stock may be diminished to less than the legal minimum. -----------------------------

The decreases of capital may take place in order to (i) absorb losses; (ii) reimburse to the Shareholders

or to release them from exhibitions not carried out; (iii) amortize shares with non distributable profits;

or (iv) cancel shares that the Corporation would have temporarily acquired and not placed again

amongst the investing public. Capital decreases may be carried out in any other form allowed by the

applicable laws. --------------------------------------------------------------------------------------------------------

The capital decreases in order to absorb losses will be carried out proportionally both, in the fixed

capital part as in the variable capital part, without need for share cancellation, since the share

certificates may omit the nominal value.----------------------------------------------------------------------------

The capital decreases resulting from share amortization with distributable profits will be carried out: (a)

by means of the amortization of those shares that are selected by draw before notary public or public

broker or, (b) by means of the purchase of shares by the Corporation through the stock exchange, in

both cases, according to the General Corporations Law, the Securities Market Law and at the

applicable general provisions.----------------------------------------------------------------------------------------

The share certificates that are amortized will be cancelled and will have no value whatsoever. If the

value of the amortized shares is not claimed by their owners within a year following the date in which

they have been informed on this matter, the corresponding amount will be lost for the benefit of the

Corporation: ------------------------------------------------------------------------------------------------------------

28

The Corporation will be able to amortize shares with distributable profits without decreasing the capital

stock being. The General Shareholders’ Extraordinary Meeting that resolves the amortization, besides

acting in terms of the established by article 136 (one hundred and thirty six) of the General

Corporations Law, will act in terms of the following rules:------------------------------------------------------

I. The Shareholders’ Meeting will be entitled to resolve to amortize shares proportionally to all the

Shareholders, so that after the amortization they maintain the same percentages regarding to the total

capital stock, that they had presented before the amortization, without it being necessary to cancel the

share certificates, since the share certificates may omit the nominal value and without it being

necessary that the designation of the shares to be amortized takes place by means of drawing,

notwithstanding that the Shareholders’ Meeting would have established a certain price. -------------------

II. In case the Shareholders’ Meeting resolves that the share amortization takes place by means of its

stock exchange acquisition, the Shareholders’ Meeting or, as the case may be, the Board of Directors,

will approve the system for the share removal, the number of shares that will be amortized and the

person who shall be designated as intermediary or stock exchange buying agent. ---------------------------

III. Except for the established by the previous paragraph, and in case the Shareholders’ Meeting would

have fixed a determined price for the amortization, the shares that will be amortized will be designated,

by means of a draw before notary public or public broker, in the understanding that the

abovementioned drawing will have to take place, separately regarding each of the Series that form the

capital stock, in such a way that there are shares proportionally amortized from every Series, so that

these represent after the amortization, the same percentage regarding to the total capital stock that

would have been represented before the amortization. The certificates of the amortized shares, in the

case at hand will be annulled. ----------------------------------------------------------------------------------------

Sixteenth Article. Capital Variations Registry. Any increase or decrease of the capital stock will

have to be registered in a registry book that the Corporation will keep to such effect. ----------------------

Seventeenth. Board of Directors Authorization for Share Transfer. In terms of and for the effects

of article one hundred thirty of the General Corporations Law, it is provided that the transfer or

limitation of property rights, including incorporated rights of ordinary common shares issued by the

Corporation and except for the case foreseen in the tenth article of these Articles of Association, it will

be only possible when previously authorized by the Board of Directors, when the number of shares that

are to be transferred, either by itself or added to previous operations of the same Shareholder, or of a

group of linked persons, represents three per cent or more of the shares issued by the Corporation with

right to vote. As long as the Corporation keeps the shares that have been issued, registered in the

National Security Registry, the previous requirement, for the case of operations that take place through

the “Bolsa Mexicana de Valores, Sociedad Anónima de Capital Variable”, will be additionally subject

to rules issued by the Securities Market Law or issued by National Banking and Security Commission

or the competent authority. If the Board of Directors, in the terms of this article denies the

authorization, it will have to designate one or more share buyers who will have to pay to the interested

party the price registered in the “Bolsa Mexicana de Valores, Sociedad Anónima de Capital Variable”.

In the event that the shares are not registered in the National Securities Registry , the price shall be paid

will be determined in accordance with article one hundred thirty of the General Corporate Law. The

Board of Directors will have to approve or deny the request within a term of three months from the date

in which the corresponding request is submitted and, it shall take into consideration the Corporation’s

best interest, its operations and a long term overview of the Corporation’s activities and its

Subsidiaries. Also, the Board of Directors will have to present a buyer in accordance with the provided

by this article, within a term of no more than thirty days from the day in which it the corresponding

request is rejected. The share certificates shall contain a summary of the provision contained in this

article. Any share transfer performed in contravention of the provided in this article will not be

registered in the Corporation’s share registry book. The Corporation will neither recognize the acquirer

as an owner, nor will the latter be able to exercise the rights inherent to these shares.-----------------------

Seventeenth Bis. Acquisition Public Bids. In case the Corporation keeps its shares registered in the

National Securities Registry and according to the applicable legal provisions, a public bid, either

voluntary or necessary should take place, it will have to abide the following: -----------------------------

I. The person or group of persons who try to acquire or reach by any means, either directly or

indirectly, the ownership of the 30 % (thirty per cent) or more of the Corporation’s common shares by

means of one or several operations of any nature, either simultaneously or successively, will be bound

to conduct the acquisition by means of a public offer or bid in terms of the applicable legal provisions

and in accordance with the following: ----------------------------------------------------------

a. The offer will become extensive to the different Series of shares of the Corporation; --------------------

b. The offered compensation will have to be the same, no matter the class or type of share; ---------------

c. The offer will take place (i) by the percentage of the Corporation’s capital stock equivalent to the

proportion of common shares attempted to be acquired regarding the total of these or 10 % (ten per

cent) of the abovementioned capital, that one that turns out to be higher, provided that the offerer limits

his final tenancy to a percentage that does not imply to obtain the Control, or (ii) except with the

authorization of the National Banking and Security Commission to do otherwise, by 100 % (one

hundred per cent) of the capital stock when the offerer tries to obtain control. -------------------------------

II. The offer will indicate the maximum number of shares to which it extends to and, when the case

may be, the minimum number to which acquisition is conditioned. --------------------------------------------

30

III. The offerer will not be able to pay, deliver or provide any service that implies an award or increase

in the price to the amount of the offer, in favor of a person or group of persons linked to the recipient of

the offer. The compensations payment derived from agreements linked to the offer that impose

obligations on a person to do or not to do for the benefit of the one who offers or the Corporation, will

not be included in the limitation indicated in this numeral, provided that the abovementioned

agreements were approved by the Corporation’s Board of Directors listening to the Audit Committee

opinion’s, and that such agreements would have been previously disclosed to the investing public. ------

IV. The aforementioned acquisition public bids, will have to be previously approved by the majority of

the Board of Directors. ------------------------------------------------------------------------------------------------

If by means of the public offer, the one who offers intends to acquire the Corporation control, the

provisions contained in the Shareholders’ Meeting section as well as the associates rights of the

Securities Market Law that are not opposed to those contained in this article will be applicable to the

approval of the Board of Directors procedure . --------------------------------------------------------------------

For the abovementioned purposes, the following shall be complied: -------------------------------

a. The offerer will have to notify the Corporation, thorough the Board of Directors the terms and

conditions in which he pretends to carry out the offer (the “Offer Notification”). ---------------------------

b. Immediately after the Board of Directors receives the Offer Notification it shall (i) transfer to the

“Bolsa Mexicana de Valores, Sociedad Anónima de Capital Variable” a relevant event in terms of the

applicable legal provisions, and (ii) put it at the disposal of all Shareholders. --------------------------------

c. The Board of Directors will have to prepare its opinion, taking into account the Audit Committee’s

opinion, regarding (i) the price and/or offered compensation, (ii) other offer terms and conditions, and

(iii) the conflicts of interest that, as the case may be, may have each of the members of the Board of

Directors regarding the offer. ----------------------------------------------------------------------------------------

d. The Board of Directors may attach to the opinion referred to in paragraph (c) abovementioned, the

opinion of an independent expert hired by the Corporation, if necessary. -------------------------------------

e. The Board of Directors will inform the investing public through the “Bolsa Mexicana de Valores,

Sociedad Anónima de Capital Variable”, the opinions referred to in paragraphs (c) and (d)

abovementioned, as the case may be, no longer than three months after the reception of the Offer

Notification. ------------------------------------------------------------------------------------------------------------

f. The members of the Board of Directors and the Corporation CEO, shall reveal to the investing

public, along with the opinions referred to in paragraphs (c) and (d) abovementioned, as the case may

be, the decision that they make regarding their shares. -----------------------------------------------------------

V. In case the Board of Directors approves the terms and conditions of the offer, the offerer will have

to conduct all other necessary acts in order of being able to carry it out. The previously stated will

include, without limitation, the securing of the corresponding governmental authorizations, as well as

the notifications that, in accordance with the applicable legislation may be required. -----------------------

VI. For clarification purposes, it is provided that the acquisition offers to which this article refers to, in

any case are subject to the approval of the Corporation’s Board of Directors , and the Corporation will

not recognize the acquisitions of shares carried out in opposition to this article. The Board of Directors

shall consider the Corporation’s best interest, its operations and a long-term overview of the

Corporation and its Subsidiaries activities. -------------------------------------------------------------------------

------------------------------------------------ Fourth Chapter ------------------------------------------------------

-------------------------------------------- Corporation Administration ------------------------------------

Eighteenth. Corporation Administration. The Corporation administration of the will be in charge of

a Board of Directors and a General Manager or CEO who will carry out the functions set forth by the

Securities Market Law. -----------------------------------------------------------------------------------------------

The members of the Board of Directors, holders and substitutes, may be Shareholders or persons who

are not part of the Corporation. The Board of Directors will be integrated by a minimum of five and a

maximum of twenty-one holder Directors, of which at least twenty-five per cent will have to be

independent. For every holder Director there will be designated a respective substitute, being

understood that the independent Directors substitutes shall have the same legal capacity. The

shareholders with right to vote, even limited or restricted, who either individually or as a whole, have

ten per cent of the Corporation’s capital stock, will be entitled to designate and revoke a member of the

Board of Directors, in terms of the forty seventh article of these Articles of Association. ------------------

For the understanding of this article, it will be understood that independent Directors are those persons

who are not disabled to perform their functions free from conflicts of interest and who comply with the

requirements to be considered as such by the Securities Market Law, the provisions derived said Law,

and provided in laws and norms of jurisdictions and stock exchanges or markets in those where the

Corporation’s securities may go public, as the case may be. ----------------------------------------------------

The Directors and, as the case may be, their substitutes, will last in office until the persons designated

to replace them take office; they may be reelected indefinitely and will receive the remunerations that

the General Shareholders’ Ordinary Meeting determines. No person will be able to be member of the

Board of Directors after tuning seventy-five years old. ----------------------------------------------------------

The Board of Directors will be entitled to designate provisional Directors, without intervention of the

Shareholders’ Meeting, when some of the cases indicated in the previous paragraph or in article one

hundred fifty five of the General Corporations Law. The Shareholders’ Meeting will be able to ratify

32

the abovementioned appointments or designate the substitute Directors in the Shareholders’ Meeting

taken place after the happening of suchevent. ------------------------------------------

Independently from the Corporation’s obligation to comply with the principles established in this

article, the non compliance of the foreseen herein, due to any cause, will neither generate nor grant

third parties the right challenge the validity, regarding the legal acts, contracts, agreements, covenants

or any other act that the Corporation celebrates by means of, or through its Board of Directors or any

other intermediate, representative, chief or proxy, nor will these be considered as requirements of

validity or existence of such acts. -----------------------------------------------------------------------------------

in terms of the established by the Securities Market Law, at the moment the Shareholders’ Meeting

designates a person as Director, it will be understood that due to the sole fact of his designation, the

Corporation has granted an exemption to the abovementioned person for the performance of activities,

either ordinary or usual, of the Corporate’s purpose or of the companies that Corporation controls or in

whom it has a significant influence. ---------------------------------------------------------------------------------

Nineteenth. Chairman and Board Secretary Designation. The General Shareholders’ Ordinary

Meeting will designate from the members of the Board of Directors the Chairman of the board. The

Board of Directors will designate a Secretary who will not be part of the above-mentioned Corporation,

who will be subject to the obligations and responsibilities set forth by these Articles of Association, the

Securities Market Law and the Board of Directors. ---------------------------------------------------------------

Twentieth. The Board’s Obligations and faculties. The Board of Directors, for the performance of its

functions will be provided with the help of one or more Committees. The Committee or Committees

that carry out activities regarding Corporate Practices and Audit will be integrated by Independent

Directors and by a minimum of 3 (three) members designated by the Board of Directors, in terms of the

provided in article twenty-five of the Securities Market Law. ----------------------------------------------

The Board of Directors will be the Corporation’s legal representative , it shall be vested with the fullest

faculties for the Corporation business administration, with the fullest general power of attorney for

lawsuits and collections, to manage assets and to carry out ownership acts, without any limitation,

meaning that it shall be vested with all the general and special faculties that require a special clause in

accordance with the law, in the terms of the first three paragraphs of article two thousand five hundred

and fifty four (2554) of the Federal District Civil Code , including the faculties provided by article two

thousand five hundred and eighty seven (2587) of the same body of laws. Enunciatively but not

restrictively, the following faculties are expressly fixed thereto: -----------------------------------------------

1. To exercise the Corporation’s power for lawsuits and collections, granted with all the general and

special faculties that require a special clause in accordance with the law, therefore, it is awarded

without any limitation, in accordance with the provided by the first paragraph of the article two

thousand five hundred and fifty four (2554) of the Federal District Civil Code and its correlative ones

of the Federal Civil Code and Codes for the rest of the Mexican States, being authorized to abandon

even amparo lawsuits; to complain at criminal level and to abandon the filed complaints; to be a

coadjutant of the Public Prosecutor and to grant pardon if it is according with the law; to transact, to

require arbitration, to formulate and answer interrogatories, to challenge judges, to receive payments

and to carry out any the other act determined by the law, among which to represent the Corporation

before criminal, civil and administrative authorities and courts and before labor authorities and courts;--

2. To exercise the Corporation’s power to manage assets, in terms with the provided by the second

paragraph of article two thousand five hundred and fifty four (2554) of the Federal District Civil Code

and its correlative ones of the Federal Civil Code and Codes for the rest of the Mexican States; ----------

3. To exercise the Corporation’s power for ownership acts, in terms of the provided in the third

paragraph of the article two thousand five hundred and fifty four (2554) of the Federal District Civil

Code and its correlative ones of the Federal Civil Code and Codes for the rest of the Mexican States ---

4. To exercise the Corporation’s power to sign, to endorse and in any way negotiate with credit

instruments, in the terms of the ninth article of the Credit Instruments and Operations Law;---------------

5. To open and to close bank accounts in the Corporation’s name and to designate persons who draw

against them; -----------------------------------------------------------------------------------------------------------

6. To appoint delegates for the execution of concrete acts and to grant general and special powers of

attorney on behalf of the Corporation, with faculties to revoke all or part of the delegations made and

the powers of attorney granted, as well as to grant and revoke the delegation and substitution faculty

provided in this section 7, reserving for itself the exercise of its faculties and powers. ---------------------

7. To appoint and remove the General Manager, Directors, Managers, Officers and Proxies and to

determine their faculties, work conditions, remunerations and warranties and, particularly, to grant

powers of attorney to Managers, Officers, Attorneys at Law and other individuals who are in charge of

the work relationships, so that they may appear before the labor authorities as provided by articles 11

(eleven), 692 (six hundred and ninety two) item II, 786 (seven hundred and eighty six) and 876 (eight

hundred and seventy six) and others related to the Federal Labor Law, who shall be expressly

empowered to appear before any labor authority, in each and all the stages of the proceeding in labor

type lawsuits and with faculties to execute the agreements that might result from such hearings, as well

as, particularly, to formulate and reply to interrogatories on behalf of the corporation, with faculties to

substitute and delegate the already mentioned powers of attorney, but specially, within the faculties

conferred herein as provided by articles 2,554 and 2,555 of the Federal District civil code with the

limitation that these can only be granted through power of attorney, because the Corporation wishes

34

that this faculty does not include the granting of general powers of attorney or powers of attorney

granted by public deed. -----------------------------------------------------------------------------------------------

8. To perform internal labor regulations; ------------------------------------------------------------------------

9. To carry out any act authorized by these Articles of Association or those that are a consequence

thereof; ------------------------------------------------------------------------------------------------------------------

10. To call for Shareholders’ Meetings and execute their resolutions; -----------------------------------------

11. To name and to remove the Corporation’s external auditors; -----------------------------------------------

12. To establish Corporation divisions and agencies in any part of the Mexican Republic or abroad; ----

13. To conduct and to carry out all corresponding acts and operations according to the laws, or those

which are entrusted thereto by these Articles of Association or by agreement of the Shareholders’

Meetings, with the limitations, as the case may be, provided in these Articles of Association; ------------

14. To approve annually the Corporation’s budgets as well as to approve the budget modifications,

regarding the results reported by the Corporation, as well as to authorize extraordinary items. The

Shareholders’ Meeting will be able to limit or regulate the faculties contained in this paragraph;---------

15. To present to the Shareholders’ Meeting the Audit Committee’s reports; -----------------------------

16. To resolve on the Corporation’s acquisition of the issued shares, in terms of the Securities Market

Law; ---------------------------------------------------------------------------------------------------------------------

17. To determine the own share acquisition and placement policies, to instruct the purchase these

shares and to designate the companies responsible for the acquisition and placement. The Board will

annually inform the General Shareholders’ Ordinary Meeting of the exercise of the abovementioned

faculties; -----------------------------------------------------------------------------------------------------------------

18. To determine the Committees that help to the Board of Directors faculties, in accordance with these

Articles of Association; -----------------------------------------------------------------------------------------------

19. Those foreseen in the Securities Market Law: and ----------------------------------------------------------

(sic.) To celebrate any legal acts and to adopt any necessary or suitable determinations in order to fulfill

the corporate purposes. ----------------------------------------------------------------------------------------

(sic.) 20. Neither a Director, the Chairman of the Board of Directors, nor the Secretary or, as the case

may be, their substitutes, due to the fact of their appointment, will have faculties to submit confessional

proof, therefore, they are not entitled to formulate interrogatories in any lawsuit or proceeding in which

the Corporation takes part. These faculties correspond exclusively to the delegates that for the

abovementioned effects designates the Board of Directors and to the Corporation’s proxies to whom,

these have been expressly granted.-----------------------------------------------------------------------------------

Twenty First. The Board of Directors Chairman. The Board of Directors Chairman will have a

quality vote in the case of a tie. The Board of Directors Chairman will comply with the Board of

Directors agreements without requiring any special resolution. -------------------------------------------------

Twenty Second. Calls for Board of Directors. Meetings The Board of Directors Chairman or of the

Committees that carry out the functions of Corporate and Audit Practices, at least twenty-five per cent

of the Directors, the Secretary or his substitute will be entitled to call for a Board of Directors Meeting

and to insert in the agenda the issues that they consider relevant. The calls for a Board of Directors

Meeting will have to be done in writing and will have to be notified to all other Directors with at least

with one day in advance, in case of being called by the Board Chairman , and with at least ten days in

advance to the date stated for the holding of the Meeting in other cases, by certified mail, telegram, or

any electronic media, confirming its reception, to the address, places, facsimile numbers or electronic

media that the Directors, the Secretary or its substitute would have indicated in writing for this end.

Nevertheless, the call will not be necessary if all the Directors or, as the case may be, their substitutes,

are present in the Meeting. -------------------------------------------------------------------------------------------

The Board will have to meet at least once every three months on the dates and places that the Board

determines. The Corporation’s External Auditor may be called for the Board of Directors Meetings, as

guest with voice and without vote. The calls will have to specify the time, date and place of the

Meeting, as well as the Agenda proposed for the same. ----------------------------------------------------------

Twentieth Third. Validity of the Board of Directors Meetings. In order for the Board of Directors

Meetings to be valid, the attendance of most of its members will be necessary. In case of having

designated them, the temporary or definitive absences in the Board of Directors, will be covered by the

substitutes. --------------------------------------------------------------------------------------------------------------

Notwithstanding the previously stated, the resolutions adopted out of the Board of Directors Meeting ,

by unanimity of its members, will have for all legal effects, the same validity as if they would had been

adopted in a Board of Directors Meeting, as long as that they are confirmed in writing. --------------------

Twenty Fourth. Board Resolutions. The Board of Directors will adopt its resolutions by majority of

votes of the present members. The Board of Directors Chairman will have a quality vote in the case of

a tie. ----------------------------------------------------------------------------------------------------------------------

The resolutions adopted by the Directors by unanimity of votes out of a Board of Directors Meeting ,

will have for all the legal effects, the same validity as if they would have been adopted in a Board of

Directors Meeting, as long as they are confirmed in writing. ----------------------------------------------------

Twenty Fifth. The Directors Guarantees. Neither the Board of Directors members nor, as the case

may be, their substitutes, nor, as the case may be, the members of the Committees or the administrators

and managers shall grant guarantee or bond to assure the fulfillment of the responsibilities that they

36

would contract in the performance of their positions, unless the Shareholders’ Meeting that would have

designated them provides such obligation. -------------------------------------------------------------------------

The Board of Directors members and the Secretary or Pro-Secretary and, as the case may be, their

respective substitutes, are released from the responsibility consisting in indemnifying the damages

caused to the Corporation or to the companies that the Corporation controls or in which it has a

significant influence, due to lack of diligence derived from the acts that they execute or the decisions

that they make in the Board or of those that are not taken due to the fact that the above mentioned

Corporation is not able to meet legally, provided that it is not a question of fraudulent acts or illicit acts

of performed with bad intentions in accordance with the Securities Market Law or other laws. The

Corporation, in any case, will indemnify and leave the members of the Board. the Directors and the

Secretary and the Pro-Secretary and, as the case may be, to their respective substitutes in peace and

safety from any responsibility in which they may incur in the legal performance of their position and

they will cover the indemnification amount for the damages that their performance may cause to the

Corporation or to the companies that the Corporation controls or in which it has a significant influence,

unless it is a question of fraudulent acts or performed with bad intentions, or illicit, in accordance with

the Securities Market Law or other laws. ---------------------------------------------------------------------------

Twenty Sixth. The Board Chairman and Secretary. The Board of Directors Chairman will preside at

the Shareholders’ Meetings and the Board of Directors Meetings and, if absent, these will be presided

by the Alternate Chairman, and otherwise, by one of the members of the Board that other attendants

designate by majority of votes. --------------------------------------------------------------------------------------

If the Secretary does not attend the Meeting, his substitute will act and, if absent, the person that the

Board designates by majority of votes will act as Secretary of the Meeting. The Board minutes will be

written down in a book that the Corporation will keep for such effect and will be signed by those who

act as a Chairman and Secretary of every Meeting. ---------------------------------------------------------------

Twenty Seventh. Board Certifications and Delegates. The copies and certificates of the minutes

from the Board of Directors Meetings and of the Shareholders’ Meetings, as well as of the entries

contained in the corporate non-accounting books and, in general, of any document of the Corporation

file, may be authorized and certified by the Secretary or his substitute, who in case of lack of

designation of another person, will be permanently delegated to appear before the notary public of his

election to authenticate the minutes of Shareholders’ Meetings and of the Board of Directors Meetings ,

as well as to grant, as delegate, the powers that the Board grants thereto. Also, the Secretary or his

substitute, will be in charge of writing and recording in the respective books the minutes of

Shareholders’ Meetings and of the Board of Directors Meetings, as well as issuing comparisons and

certifications thereof and of the appointments, signatures and faculties of the Corporation officers.------

----------------------------------------------------- Fifth Chapter ----------------------------------------------------

----------------------------- Corporation Intermediate Administration Comities ---------------------------

Twenty Eighth. Committees. The Board of Directors, for the performance of its functions, will be

provided with the aid of the Committees that the Board of Directors constitutes. The Committee that

develops the activities of Corporate Practices and Audit will be integrated by Independent Directors

and by a minimum of three (3) members designated by the Board of Directors, in accordance with the

provided by article twenty-five (25) of the Securities Market Law. --------------------------------------------

Twenty Ninth. [Reserved]. ------------------------------------------------------------------------------------------

Twenty Ninth Bis. Committees Structure and Functioning. The Committees foreseen in this

Chapter will be organized and will work in accordance with the following: ----------------------------------

1. They will be integrated by a minimum of three (3) members, as the Board of Directors determines. --

2. In order for the Committees Meetings to the be valid, the attendance of most of its holder members

will be required. --------------------------------------------------------------------------------------------------------

3. The Committees will adopt their resolutions by the majority of the present members. Each

Committee’s Chairman of will have quality vote in the case of a tie. ------------------------------------------

4. Notwithstanding the abovementioned, the resolutions adopted by unanimity out of the Committees

Meetings, will have the same validity as if they had been adopted within a Committee Meeting , as long

as that they are confirmed in writing. -------------------------------------------------------------------------------

5. The Chairman of each Committee will preside at the Meetings and, if absent, the Meetings will be

presided by one of the Committee members designated by majority of votes. --------------------------------

6. Notwithstanding the provided in this article, the Committees will operate in accordance to the rules

issued by the Board of Directors. ------------------------------------------------------------------------------------

7. The Committees members will designate the person who will act as Secretary of each Meeting. The

minutes of every Committees Meeting will be signed by those who act as a Chairman and Secretary in

each Meeting. -----------------------------------------------------------------------------------------------------------

8. The Committees members will be constituted as a collegiate body and their faculties cannot be

delegated to Directors, Managers Executive Officers, Delegates or Proxies or other equivalent, in the

understanding that this limitation will not apply for the performance of concrete and individual acts by

the persons who were designated by the Committees. -----------------------------------------------------------

10. (Sic.) The Committees will submit a report of their activities to the Board of Directors, at least once

a year and at any time when important events or acts concerning the Corporation take place when

appropriate according to the committees. --------------------------------------------------------------------------

38

11. The Committees members that in any operation have an opposed interest to that of the Corporation,

will refrain from any deliberation and resolution regarding this matter and will manifest it to other

Committee members. --------------------------------------------------------------------------------------------------

------------------------------------------------- Sixth Chapter --------------------------------------------------------

----------------------------------------- Corporation Surveillance -------------------------------------------------

Thirtieth. Of the Surveillance. The surveillance of the management, conduction and execution of the

Corporation business will be in charge of the Board of Directors through the Audit Committee, the

Committee of Corporate Practices, when established, as well as of the Corporation’s External Auditor.

The Corporation is not subject to the foreseen in article ninety-one, fifth paragraph of the General

Corporations Law, nor to articles one hundred and sixty four to one hundred and seventy-one, one

hundred and seventy-two, last paragraph, one hundred and seventy-three and one hundred and seventy-

six of the said Law. ----------------------------------------------------------------------------------------------------

Thirty First. The Audit Committee. The Corporation will have an Audit and Corporate Practices

Committee, which will perform the audit activities set forth the Securities Market Law, as well as those

activities in the matter of Corporate Practices established by the same Law and determined by the

Board of Directors. The Audit and Corporate Practices Committee will be integrated by independent

Directors, in accordance with the established by the same Securities Market Law, the laws and

jurisdictions, stock exchanges and markets in which the Corporation securities might go public, as the

case may be, and in accordance with the following: --------------------------------------------------------------

The Chairman of the Audit and Corporate Practices Committee will be appointed and/or removed from

office exclusively by the General Shareholders' Ordinary Meeting and will not be able to preside at the

Board of Directors. He will have to be selected because of his experience, recognized capacity, and

professional prestige and he will have to prepare an annual report on the activities that correspond to

the abovementioned committee and present it to the Board of Directors. The abovementioned report

will consider, at least, the following aspects on the subject of audit and corporate practices: (a) The

status of the Corporation’s internal control and audit system and companies it controls, in terms of the

Securities Market Law, and, as the case may be, description of its shortcomings and deviations, as well

as of the aspects that need to be improved, taking into consideration opinions, reports, and

communications of the external auditor, as well as the reports issued by independent experts who

would have rendered services during the period that covers the report. (b) The mention and pursuit of

preventive and corrective measures implemented based on the results of investigations related to the

non fulfillment of operation and accounting record guidelines and policies, whether it is of the

Corporation or of the companies it controls. (c) The evaluation of the performance of the company that

renders services of external audit, as well as of the External Auditor in charge thereof. (d) The

description and evaluation of the additional or supplementary services that, when applicable, provides

the company entrusted to conduct the external audit, as well as those rendered by independent experts.

(e) The main results of the reviews to the Corporation’s financial statements and of the companies it

controls. (f) The description and effects of the modifications to the accounting policies approved during

the period that covers the report. (g) The measures taken in view of remarks considered relevant,

formulated by Shareholders, Directors, relevant officers, employees and, in general, any third party,

regarding the accounting, internal controls, and internal or external audit matters, or those derived from

the accusation of facts considered anomalies in the administration. (h) The follow-up of the

Shareholders’ Meetings agreements and of the Board of Directors. Also, the aforementioned report will

have to consider Corporate Practices matters. ---------------------------------------------------------------------

For the making of the reports to which this Clause refers to, as well as of the opinions indicated in

article forty-two (42) of the Securities Market Law, the Audit and Corporate Practices Committee will

have to listen to relevant officers; in case there are different opinions, they will incorporate such

differences in the said reports and opinions. -----------------------------------------------------------------------

The Audit and Corporate Practices Committee will be in charge of the following activities, in addition

to those previously mentioned: --------------------------------------------------------------------------------------

To express an opinion to the Board of Directors on the matters of their competence in accordance with

the Securities Market Law and the general provisions derived from it. ----------------------------------------

To evaluate the performance of the company that provides the services of external audit, as well as to

analyze the reports, opinions and informs prepared and signed by the External Auditor. For such an

effect, the Committee may require the presence of said Auditor when considered suitable, without

prejudice of the fact that it shall meet with the latter at least once a year. -------------------------------------

To discuss the Corporation’s financial statements with the persons responsible for its making and

review, and based thereon, to recommend or not to the Board of Directors their approval. -----------------

To inform to the Board of Directors the status of the Corporation’s internal control and audit system or

of the companies it controls, including the anomalies that it has detected, as the case may be. -----------

To prepare the opinion to which article twenty-eight (28), fourth paragraph item c) of the Securities

Market Law refers to and to submit it to the Board of Directors consideration for its later presentation

to the Shareholders’ Meeting, with the support, among other elements, of the External Auditor’s report.

The abovementioned opinion shall have the elements that the Securities Market Law provides as well

as the general provisions that the National Banking and Securities Commission or another competent

authority issues. --------------------------------------------------------------------------------------------------------

40

To support to Board of Directors in the making of the reports to which article twenty-eight (28),

paragraph fourth, items d) and e) of the Securities Market Law refers to. -------------------------------------

To supervise that the operations established in articles twenty-eight, third paragraph and forty seven

(47) of the Securities Market Law, take place complying with the foreseen in the above mentioned

articles, as well as to the derived policies. --------------------------------------------------------------------------

To request the opinion of independent experts when considered suitable, for the proper performance of

its functions or when required in accordance with the Securities Market Law or general provisions. -----

To require to the relevant officers and other Corporation personnel or personnel of the companies it

controls, reports related to the making of the financial information and of any other considered

necessary for the performance of its functions. --------------------------------------------------------------------

To investigate the possible non-performances of which it has knowledge, regarding operations,

guidelines and operation policies, internal control and audit system and accounting registry, either of

the Corporation or of the companies it controls, for which purpose, it will have to make an examination

of the papers, records and other proofing evidences, to the extent that these are necessary to conduct the

abovementioned surveillance. ----------------------------------------------------------------------------------------

To receive remarks formulated by Shareholders, Directors, relevant officers, employees and, in general,

any third party, with regard to matters to which the previous paragraph refers to, as well as to perform

actions considered applicable regarding such remarks.-----------------------------------------------------------

To request periodic meetings with relevant officers, as well as the delivery of any type of information

related to the Corporation’s internal control and auditor of the companies it controls. ---------------------

To report to the Board of Directors the important anomalies detected as a result of the performance of

its functions and, as the case may be, of the adopted corrective actions or to propose those which

should be applied. ------------------------------------------------------------------------------------------------------

To call for Shareholders’ Meetings and to request the issues that they consider appropriate are inserted

in the agenda of the aforementioned Meetings. --------------------------------------------------------------------

To watch that the CEO complies with the Shareholders’ Meetings agreements or resolutions as well of

those of the Corporation’s Board of Directors, according to the instructions that, as the case may be, the

Shareholders’ Meeting or the abovementioned Board dictates. -------------------------------------------------

To supervise that mechanisms and internal controls that allow to verify that the Corporation acts and

operations as well as those of the companies it controls are implemented, and to supervise that these

comply with the applicable regulations and to establish methods allow the revision of the fulfillment of

the previously stated. --------------------------------------------------------------------------------------------------

All others set forth by the Securities Market Law or foreseen in the Corporation’s Articles of

Association, in accordance with the functions that this legal precept assigns to it. ---------------------------

Faculties provided by the Securities Market Law for the Committees that conduct activities on

Corporate Practices, determined by the Board of Directors. -----------------------------------------------------

Any other functions that are entrusted thereto by the Corporation Board of Directors, determined as

necessary or prudent by the Committee for the achievement of its objectives or that derive from the

Law or the regulations of the stock exchange where the Corporation securities go public. -----------------

Any change regarding the integration of the Audit and Corporate Practices Committee, shall be agreed

at any time by the Corporation Board of Directors. ---------------------------------------------------------------

Thirty First Bis. [Reserved].----------------------------------------------------------------------------------------

Thirty First Bis I. The External Auditor. The Corporation will have an External Auditor, who may

be called for the Board of Directors Meetings, as a guest with voice and without vote, refraining from

being present when solving those matters of the agenda in which he has a conflict of interest or which

may compromise his independence from the Corporation. ------------------------------------------------------

The Corporation’s External Auditor shall issue a report on the financial statements, preparing it based

of the audit norms and the generally accepted accounting principles.------------------------------------------

----------------------------------------------------------- CEO ---------------------------------------------------------

Thirty First Bis II. The CEO. The functions of management, conduction and execution of the

business of the Corporation and of the companies that the Corporation controls, in terms of the

Securities Market Law, will be a responsibility of the CEO, subjecting for such purposes to the

strategies, policies and guidelines approved by the Board of Directors. ---------------------------------------

The CEO, for the fulfillment of his functions, shall be vested with the fullest faculties to represent the

Corporation in administration acts and lawsuits and collections, including special faculties that in

accordance with laws require a special clause. Concerning ownership acts, the CEO will be vested with

the faculties, in the terms and conditions determined by the Corporation Board of Directors. -------------

The CEO, without prejudice of the abovementioned will be bound: -------------------------------------------

I. To submit to the approval of the Board of Directors the Corporation’s business strategies as well as

those of the companies that the Corporation controls, in terms of the Securities Market Law, based on

the information that the latter provide. ------------------------------------------------------------------------------

II. To comply with the agreements of the Shareholders’ Meetings and of the Board of Directors, in

accordance with the instructions that, as the case may be, are dictated by the Shareholders’ Meeting or

the abovementioned Board of Directors. ---------------------------------------------------------------------------

III. To propose the Committee to perform functions on audit matters, the guidelines of the

Corporation’s internal control and audit system as well as that of the companies that the Corporation

42

controls, in terms of the Securities Market Law, as well as to execute the guidelines approved by the

Corporation Board of Directors. -------------------------------------------------------------------------------------

IV. To subscribe the relevant information of the Corporation, with the relevant officers in charge of its

preparation, within their area of competition. ----------------------------------------------------------------------

V. To spread the related information and events that should be disclosed to the public, in accordance

with the Securities Market Law. -------------------------------------------------------------------------------------

VI. To comply with the provisions related to the conduction of operations of acquisition and placement

of shares owned by the Corporation. -------------------------------------------------------------------------------

VII. To practice, either by himself or through an authorized delegate, within the sphere of his

competition or as instructed by the Board of Directors, the corresponding corrective responsibility

actions. ------------------------------------------------------------------------------------------------------------------

VIII. To verify that the capital contributions performed by the partners are properly made. ---------------

IX. To fulfill the legal and statutory requirements provided regarding the dividends paid to the

Shareholders. -----------------------------------------------------------------------------------------------------------

X. To assure the maintenance of the accounting, registry, file or Corporation information systems. ------

XI. To prepare and to present to the Board of Directors the report referred to in article one hundred and

seventy-two of the General Corporations Law, except for the foreseen in the paragraph b) of the

abovementioned article. -----------------------------------------------------------------------------------------------

XII. To establish mechanisms and internal controls that allow to verify that the Corporation’s acts and

operations and those of the companies that the Corporation controls, have complied with the applicable

regulations, and have given the proper followed-up to the results of these mechanisms and internal

controls and taken the necessary measures. ------------------------------------------------------------------------

XIII. To exercise responsibility actions in terms of the provided by the Securities Market Law and by

these Articles of Association, against related persons or third parties that might have possibly caused a

damage to the Corporation or to the companies that the Corporation controls, in terms of the Securities

Market Law, or in which it has a significant influence, unless that as determined by the Board of

Directors and previous opinion of the Audit Committee, the damage caused is not significant. -----------

Thirty First Bis III. Relevant Officers. The CEO, for the exercise of his functions and activities, as

well as for the fulfillment its obligations, will be helped by relevant officers designated for such effect

from any Corporation employee or from the companies that the Corporation controls, in terms of the

Securities Market Law. -----------------------------------------------------------------------------------------------

--------------------------------------------------- Seventh Chapter---------------------------------------------------

---------------------------------------------Shareholders’ Meetings-------------------------------------------------

Thirty Second. Shareholders’ Meetings. The Shareholders’ Meeting is the supreme body of the

Corporation and its decisions will be obligatory for all the Shareholders, even for those absent or

dissidents. --------------------------------------------------------------------------------------------------------------

Thirty Third. Classes of Shareholders’ Meetings. The Shareholders’ Meetings will be Ordinary,

Extraordinary or Special. ---------------------------------------------------------------------------------------------

Thirty Fourth. General Shareholders’ Ordinary Meetings. General Shareholders’ Ordinary

Meetings will be all those that in accordance with the law or these Articles of Association are not of the

competition of the General Shareholders’ Extraordinary Meetings, including those in order to deal with

any of the matters to which articles one hundred eighty and one hundred eighty one of the General

Corporations Law refer to. ------

The General Shareholders’ Ordinary Meetings will be held at least once a year, within the four-month

period following the closing of every fiscal year. In the case of the General Shareholders’ Ordinary

Meetings that meet annually to deal with the matters foreseen in the first paragraph of article one

hundred and eighty one of the General Corporations Law, the information to which article one hundred

and seventy-two of the above mentioned Law refers will be available to the Shareholders at the

Corporation’s domicile, during business hours, for a term of fifteen natural days previous to the date

stated for the holding of the Shareholders’ Meeting. -------------------~-----------------------------------------

In addition to the matters mentioned in the previous paragraph, the General Shareholders’ Ordinary

Meetings will: ----------------------------------------------------------------------------------------------------------

I. Decide on the application of profits, as the case may be; and ---------------------------------------------

II. Approve the operations intended by the Corporation or the companies it controls, in terms of the

Securities Market Law, within a full business year, when they represent twenty per cent or more of the

consolidated assets of the Corporation based on corresponding figures at the end of the immediate

previous quarter, independently of the form in which they are executed, either simultaneously or

successively, but which in view of their characteristics could be considered to be only one operation. In

the above mentioned Shareholders’ Meetings all the Shareholders with right to vote will be able to do

so, even if their right is limited or restricted. ----------------------------------------------------------------------

Likewise, the Corporation will have to submit in the General Shareholders’ Ordinary Meetings a report

about the fulfillment of all the fiscal obligations under its responsibility to the effect of complying with

article eighty six, paragraph twenty of the Income Tax Law, or any other disposition that should replace

it. In terms of the Income Tax Law mentioned earlier, the obligation foreseen in this paragraph, will be

deemed as fulfilled if in the above-mentioned Shareholders’ Meeting, the report on the revision of the

fiscal situation referred to in the third paragraph of article fifty two of the Federation Fiscal Code, is

distributed and read among the Shareholders. ---------------------------------------------------------------------

44

Thirty Fifth Article. General Shareholders’ Extraordinary Meetings. Extraordinary Shareholders’

Meetings will be those called to deal with any of the following matters, in accordance with article one

hundred eighty two of the General Corporations Law: -----------------------------------------------------------

I. Change on the Corporation duration; ----------------------------------------------------------------------------

II. Early dissolution of the Corporation; ---------------------------------------------------------------------------

III. Increase or reduction of the fixed capital stock, as well as increase of the capital in the terms of

article fifty six (56) of the Securities Market Law; ---------------------------------------------------------------

IV. Change of Corporate Object; ------------------------------------------------------------------------------------

V. Change of Corporate nationality; --------------------------------------------------------------------------------

VI. Transformation of the Corporation; --------------------~-------------------------------------------------------

VII. Merger of the Corporation with other corporation or split of the Corporation; --------------------------

VIII. Issuance of preferred stock; ------------------------------------------------------------------------------------

IX. Amortization by the Corporation of its own shares and issuance of dividend-right shares; ------------

X. Issuance of bonds, debentures or capital debt instruments or those which have the characteristics of

both, when these are changeable into shares of another Corporation -----------------------------------------

XI. Any other modification of the Articles of Association; and -----------------------------------------------

XII. Cancellation of the shares of the Corporation in the National Registry of Securities and in national

or foreign stock exchanges in which they are registered, but not in stock trading systems or other

markets not organized as stock exchanges. -----------------------------------------------------------------------

The Extraordinary Shareholders’ Meetings will be held whenever necessary to deal with some of the

matters of its competence, and when called in the terms of these Articles of Association. -----------------

Thirty Sixth. Of the Special Shareholders’ Meetings. The Special Shareholders’ Meetings will be

those that meet to deal with matters that may affect the rights of only one series of shares, and will be

subject to the provisions applicable to the Extraordinary Shareholders’ Meetings provided in these

Articles of Association. -----------------------------------------------------------------------------------------------

The Special Meetings of Shareholders of limited vote will have to be held at least once a year, before

the date indicated for the Ordinary Shareholders’ Meeting. -----------------------------------------------------

Thirty Seventh. Of the Calls to the Shareholders’ Meetings. The calls for Shareholders’ Meetings

will be done by the Chairman of the Board of Directors or of the Committees that carry out the

functions on the subject of Audit and Corporate Practices, or by the Secretary of the Board of Directors

or his alternate. Nonetheless, the shareholders with right to vote, even in limited or restricted,

representing at least ten per cent of the capital stock, may request a call for a Shareholders’ Meeting in

the terms provided by article fifty of the Securities Market Law. -----------------------------------------------

Any Shareholder who owns a share will be entitled to request in writing to the Board of Directors or to

the Chairmen of any of the Committees in function on the subject of audit and Corporate Practices, to

call for a Shareholders’ Meeting in any of the cases mentioned in article one hundred eighty five of the

General Corporations Law. If the call is not done within the fifteen-day period following the date of the

request, a competent judge of the Corporate domicile will do the above-mentioned call, previous

transfer of the request to the Board of Directors. ---------------------------------------------------------------

Thirty Eighth. Publication of the Calls for the Shareholders’ Meetings. The calls for Shareholders’

Meetings will be published in the Federation Official Gazette or in one of the newspapers of major

circulation in Mexico City, at least fifteen days before the date stated for the Shareholders’ Meeting. ---

The calls will contain the agenda, and will have to be signed by the person or persons who ask for

them, being understood that matters to which refer articles one hundred eighty one and one hundred

eighty two of the General Corporations Law, will not be included as part of General Issues.---------------

From the moment in which it is published the call for the Shareholders’ Meetings, the information and

the documents related to each of the issues set in the agenda will have to be available for the

shareholders’ at the Corporation’s domicile, free of charge. ----------------------------------------------------

Thirty Ninth. Admission to Shareholders’ Meetings. Admittance to the Shareholders’ Meetings will

be restricted to Shareholders or their representatives who, with at least forty eight hours previous to the

date and time indicated for the Shareholders’ Meeting, counted in business days, exhibit their share

certificates and/or written proof that the share certificates are deposited in a fully acreditated institution

for the deposit of securities, in the terms of the Securities Market Law. Such proofs will be exchanged

by a certification issued by the Corporation, in which the name and the number of stocks that the

Shareholder represents will be pointed out. The above-mentioned certifications will serve as admission

cards for the Shareholders’ Meetings. -----------------------------------------------------------------

The members of the Board of Directors, the CEO and the person designated by the company that

provides the services of external audit, will all be able to attend the Corporation’s Shareholders’

Meetings.----------------------------------------------------------------------------------------------------------------

Fortieth. Shareholders' Representation at Shareholders’ Meetings. The Corporation’s Shareholders

will be entitled to be represented in the Shareholders’ Meetings by persons who credit their legal

capacity by means of powers of attorney prepared and made available by the Corporation either

through the intermediaries of the stock market or in the Corporation itself at least fifteen calendar days

prior to the holding of each Shareholders’ Meeting. The above-mentioned forms will have to comply

with the requirements of the Securities Market Law and its supplementary provisions. --------------------

46

The Secretary of the Board of Directors of the Corporation will be bound to make sure of the

observance of the provided in this article and to report thereon to the Shareholders’ Meeting, what will

be pointed out in the respective minutes. ---------------------------------------------------------------------------

Forty First. The Holding of Shareholders’ Meetings. Before a Shareholders’ Meeting is declared

constituted, its president will name one or more scrutinizers, who will certify the number of represented

shares and will create the attendance list, with particular emphasis on the number of shares that each

Shareholder represents. -----------------------------------------------------------------------------------------------

Having verified the quorum, the person presiding will declare the Shareholders’ Meeting legally

constituted and will proceed to solve the Agenda. ----------------------------------------------------------------

Forty Second. Minutes of Shareholders’ Meeting. Of each Shareholders’ Meeting, the Secretary will

write down its minutes and will create a file. The file will consist, at least, of: -------------------------------

a) a copy of the newspaper or of the newspapers where the call was published, as the case may be; -----

b) the attendance list; -------------------------------------------------------------------------------------------------

c) the form of the respective power of attorney or an extract certified by the Secretary of the documents

that credit the legal capacity of the Shareholders representatives, as the case may be; ----------------------

d) a copy of the minutes of the Shareholders’ Meeting; ----------------------------------------------------------

e) the reports, experts’ reports and financial information, as the case may be; and --------------------------

f) all other documents submitted to the Shareholders’ Meeting that, in opinion of the Secretary, would

be necessary or suitable to enclose. ---------------------------------------------------------------------------------

The non-compliance with the formality provided in this article in no way will affect the validity or

existence of the agreements reached in the respective Shareholders’ Meeting. -------------------------------

Forty Third. The Chairman and the Secretary of the Shareholders’ Meeting. The Shareholders’

Meetings will be presided by the Chairman of the Board of Directors. ----------------------------------------

If the Chairman of the Board of Directors is not present, then the Shareholders’ Meetings will be

presided by the Alternate Chairman, and in the absence of both by the person designated by the

Shareholders’ Meeting. -----------------------------------------------------------------------------------------------

The Secretary of the Board of Directors or its alternate one will operate as Secretary in the

Shareholders’ Meetings and, in case of the absence of both, this function will be carried out by the

person designated by the Chairman of the Board of Directors. -------------------------------------------------

Forty Fourth. Registration of the Minutes of Shareholders’ Meeting. The minutes of the

Shareholders’ Meetings will be registered in a book that the Corporation will keep especially for this

effect, and these will be signed by those who act as a Chairman and Secretary of the Shareholders’

Meeting. -----------------------------------------------------------------------------------------------------------------

Forty Fifth. Presence and Voting Quorum in Shareholders’ Meetings. So that an General

Shareholders’ Ordinary Meeting is considered to be legally assembled by virtue of the first call, at least

fifty per cent of the common shares will have to be represented in the Shareholders’ Meeting, and its

resolutions will be valid when they are taken by the majority of votes of the shares represented in the

Shareholders’ Meeting. -----------------------------------------------------------------------------------------------

In case of the second or subsequent call, the General Shareholders’ Ordinary Meetings may be validly

held regardless the number of common shares represented in the Shareholders’ Meeting, and its

resolutions will be valid when they are taken by the majority of votes of the shares represented therein.

So that an General Shareholders’ Extraordinary Meeting held to deal with matters in which the limited

vote shares have no right to vote, be considered to be legally constituted by virtue of the first call, at

least seventy-five per cent of the common shares will have to be represented therein, and its resolutions

will be valid whenever taken by the favorable vote of the shares that represent at least fifty per cent of

the common shares of the Corporation. -----------------------------------------------------------------------------

In case of the second or subsequent call, the General Shareholders’ Extraordinary Meeting held to deal

with matters in that the limited vote shares have no right to vote, may be held validly if at least fifty per

cent of the common shares of the Corporation is represented therein, and its resolutions will be valid

when they are taken by the favorable vote of the shares that represent, at least, fifty per cent of the

common shares of the Corporation. ---------------------------------------------------------------------------------

So that a Special Shareholders’ Meeting called to deal with matters related to the limited vote shares be

considered to be legally constituted by virtue of the first call, at least, seventy-five per cent of the

limited vote shares will have to be represented therein, and its resolutions will be valid when they are

taken by the favorable vote of shares that represent at least, fifty per cent of the limited vote shares. ----

In case of the second or subsequent call, the Special Shareholders’ Meetings may be held validly if it is

represented therein, at least, fifty per cent of the limited vote shares, and its resolutions will be valid

when they are taken by the favorable vote of shares that represent, at least, fifty per cent of the limited

vote shares. -------------------------------------------------------------------------------------------------------------

-------------------------------------------- Eighth Chapter -----------------------------------------------------------

------------------------------------- Shareholders’ Minority Rights ----------------------------------------------

Forty Sixth. Minority Rights in General. Any shareholder minority will have the rights that, as such,

are granted by the General Corporations Law, the Stock Market Law and these Articles of Association.

Forty Seventh. Rights to Designate Members of the Board of Directors and to do Calls. The

Shareholders who are holders of shares with right to vote, even limited or restricted, that either

individually or jointly have ten per cent of the Corporation’s capital stock of the will be entitled to: -----

48

I. Designate a Member of the Board of Directors and their respective substitute in the General

Shareholders’ Meeting. Such appointment will only be revoked by other Shareholders when the

appointment of the rest of the Members of the Board of Directors is revoked, in which case the

replaced persons might not be named as such during the twelve immediate months following the date

of revocation. -----------------------------------------------------------------------------------------------------------

This right will have to be exercised by means of notice in writing directed to the Board of Directors

Chairman or to the Board Secretary, with at least two days in advance to the date in which the

Shareholders’ Meeting had been called to designate, ratify or revoke appointments of members of the

Board of Directors. ----------------------------------------------------------------------------------------------------

II. Require the Board of Directors Chairman or the Committees Chairman to carry out functions on

Audit and Corporate Practices matters, at any time, to call for a General Shareholders’ Ordinary

Meeting, not being applicable to this effect the percentage indicated by article one hundred and eighty

four of the General Corporations Law. -----------------------------------------------------------------------------

Forty Eighth. Right to request voting postponement. The Shareholders who own shares with right to

vote, even in limited or restricted form, when accounting at least ten per cent of the Corporation’s

capital stock, will be entitled to request that the voting of any matter with regard to which they are not

considered to be sufficiently informed be postponed by three natural days, complying with the terms

and conditions indicated in article 50 of the Stock Market Law. ------------------------------------------------

---------------------------------------------- Ninth Chapter ----------------------------------------------------------

---------------------------------------- Financial Information ------------------------------------------------------

Forty Ninth. The financial information. Within the three months following the closing of the fiscal

year, the Board of Directors will prepare a report that includes at least the information referred to in

article one hundred and seventy two of the General Corporations Law, in which there will be a

statement that shows the financial situation of the Corporation, the variations experienced in the fiscal

year of both, the financial situation and the items that make up the corporate assets, the fiscal year

results and the necessary notes in order to complement or clarify the information. --------------------------

The financial information will be delivered to the Board of Directors and to the Audit Committee, for

their review and opinion, at least one month prior to the date established for the Annual Shareholders’

Ordinary Meeting. The Audit Committee will present to the Board of Directors an opinion with its

proposals and considerations. ----------------------------------------------------------------------------------------

At least fifteen days prior to the date set to hold the Shareholders’ Meeting in which the Board of

Directors report will be discussed, the above mentioned report will have to be completed and made

available to the Shareholders. ----------------------------------------------------------------------------------------

----------------------------------------------- Tenth Chapter ---------------------------------------------------------

--------------------------------------- Of the Profit Gain and Losses ----------------------------------------------

Fiftieth. Profit Gain and Losses. The net profits of each fiscal year shall be distributed as follows: ----

I. Five percent to constitute and, if necessary, to reconstitute the legal reserve, until it is equal to, at

least, twenty percent of the capital stock. --------------------------------------------------------------------------

II. If the Shareholders’ Meeting determines so, it may either create or increase the capital reserves as

considered convenient. ------------------------------------------------------------------------------------------------

III. The amounts that the Shareholders’ Meeting determines will be applied to cover dividends agreed

by the Shareholders’ Meeting. ---------------------------------------------------------------------------------------

IV. The remaining profits will be applied as the General Shareholders’ Ordinary Meeting determines. --

Losses, if any, will be absorbed firstly by the capital reserves and, should reserves not be available, by

the capital stock. -------------------------------------------------------------------------------------------------------

----------------------------------------------------- Eleventh Chapter -----------------------------------------------

--------------------------------------- Dissolution and Liquidation ------------------------------------------------

Fifty First. Dissolution and Liquidation. The Corporation will dissolve in any of the cases specified

in article two hundred and twenty-nine of the General Corporations Law. ------------------------------------

Upon the Corporation dissolution, it will be liquidated. The liquidation will be entrusted to one or more

liquidators named by the General Shareholders’ Extraordinary Meeting. If the Shareholders’ Meeting

would not do the abovementioned appointment, a civil judge or a district judge of the Corporation’s

domicile will do it at the request of any Shareholder. ------------------------------------------------------------

Unless express instructions in contrary are given by the Shareholders’ Meeting to the liquidators, the

liquidation will be carried out in accordance with the following general bases: ------------------------------

I. Conclusion of the pending business in the least harmful way for the creditors and Shareholders. ------

II. Credit cashing and debt payment. --------------------------------------------------------------------------------

III. Sale of the Corporation assets. ----------------------------------------------------------------------------------

IV. Preparation of the final liquidation balance sheet. ------------------------------------------------------------

V. Distribution of the remaining balance, if any, among the Shareholders in proportion to their shares. -

During the liquidation, the Shareholders’ Meetings will be held as foreseen by these Articles of

Association, and the liquidator or liquidators will perform functions equivalent to those corresponding

to the Board of Directors during the Corporation’s regular life.-------------------------------------------------

-------------------------------------------------- Twelfth Chapter ---------------------------------------------------

--------------------------------------------------- Miscellaneous ------------------------------------------------------

Fifty Second. Founders. The founders, as such, do not reserve any share for themselves. ----------------

50

Fifty Third. Jurisdiction and Competence. For the interpretation and fulfillment of these Articles of

Association, the Shareholders expressly submit to the competence of the courts of Mexico City, Federal

District; therefore, they resign totally and categorically to any other jurisdiction that may correspond in

terms of their domicile. -----------------------------------------------------------------------------------------------

Everything not provided by in these Articles of Association will be subject to the provisions established

by the Stock Market Law, and the general provisions issued by the National Banking and Security

Commission or, as the case may be, the competent authority, and the General Corporations Law. -------

--------------------------------------------- TRANSITORY PROVISION ----------------------------------------

FIRST. The age limits contained in the fourth paragraph of the eighteenth article of these Articles of

Association, will not be applicable to the members of the Board of Directors who, by the fourteenth of

November, two thousand six, have reached the age there mentioned. -----------------------------------------

I, THE NOTARY PUBLIC, HEREBY CERTIFY: -----------------------------------------------------------

I. - That I am personally acquainted with the attending person and consider that he is legally qualified

for the granting of this act. -------------------------------------------------------------------------------------------

II. - That I informed and explained the attending person, in compliance of the Federal Law to Protect

Personal Data in Possession of Individuals, that his “Personal Data” will be used as stipulated in the

“Privacy Notice” that was made available to him, prior to the signature of the public deed, which he

declares to fully know.-------------------------------------------------------------------------------------------------

III. – That I informed the attending person of the fiscal implications regarding the acts contained in the

Minutes of the Shareholders’ Meeting transcribed in the Background of this Public Deed. ----------------

IV. – That the attending person declares explicitly and under oath, that the signatures appearing in the

minute being notarized by means of this public deed, are the ones corresponding to the people who

attended the Shareholders’ Meeting and decided to do so. -------------------------------------------------------

V. - That the attending person declares explicitly and under oath that in “GRUPO BIMBO”,

SOCIEDAD ANONIMA BURSATIL DE CAPITAL VARIABLE, no type of foreign investment

takes part. ---------------------------------------------------------------------------------------------------------------

VI. - That the attending person declares to be: --------------------------------------------------------------------

Mexican, native of Mexico, Federal District, where he was born on the fifteenth day of August,

nineteen hundred and seventy eight, single, with address in Prolongación Paseo de la Reforma number

one thousand, col. Peña Blanca Santa Fe, Álvaro Obregón, ZIP code zero one thousand two hundred

and ten, in the Federal District, Attorney at Law. -----------------------------------------------------------------

VII. – That I let the appearing person know about the right that he has to personally read this public

deed. ---------------------------------------------------------------------------------------------------------------------

VIII. - That I have seen the documents quoted in this public deed. --------------------------------------------

IX. – That once read and explained this public deed to the attending person and him being warned of

the penalties in which those who declare falsely may incur, having being identified myself entirely as

notary public, he manifested his conformity, as well as his full understanding and signed it on the

twelfth of April of the present year, the same moment in which I authorized it.------I hereby attest.------

Signature of mister Pedro Pablo Barragán Barragán. -------------------------------------------------------------

Marco Antonio Ruiz Aguirre.----------------------------- Signature. ----------------------------------------------

The authorizing seal. --------------------------------------------------------------------------------------------------

NOTES TO THE APPENDIX. --------------------------------------------------------------------------------------

Note one.-----------------------------------------------------------------------------------------------------------------

Today I issue the first testimony first in its order, in one hundred and five pages, for the record of

“GRUPO BIMBO”, SOCIEDAD ANONIMA BURSATIL DE CAPITAL VARIABLE. -------------

Mexico, Federal District, April twelfth, two thousand and twelve. ------- I hereby attest.-------------------

Marco A. Ruiz Aguirre.---------------------------------------Signature.--------------------------------------------

Note two. ----------------------------------------------------------------------------------------------------------------

Today I issue second to third testimony, second to third in its order, in one hundred and five pages, for

the record of “GRUPO BIMBO”, SOCIEDAD ANONIMA BURSATIL DE CAPITAL

VARIABLE. -----------------------------------------------------------------------------------------------------------

Mexico, Federal District, April twelfth, two thousand and twelve. ------- I hereby attest.-------------------

Marco A. Ruiz Aguirre.---------------------------------------Signature.--------------------------------------------

ROBERTO GARZÓN JIMÉNEZ, HOLDER OF THE NOTARY PUBLIC OFFICE NUMBER TWO

HUNDRED AND FORTY TWO OF THE FEDERAL DISTRICT, ACTING AS ASSOCIATE IN

THE PROTOCOL OF THE NOTARY PUBLIC OFFICE NUMBER TWO HUNDRED AND

TWENTY-NINE OF WHICH MARCO ANTONIO RUIZ AGUIRRE IS THE HOLDER. ------------

I ISSUE THE FIRST PARTIAL TESTIMONY, FOURTH IN ITS ORDER IN SEVENTY THREE

PAGES FOR THE RECORD OF “GRUPO BIMBO”, SOCIEDAD ANÓNIMA BURSÁTIL DE

CAPITAL VARIABLE. ---------------------------------------------------------------------------------------------

MEXICO, FEDERAL DISTRICT, MAY EIHGTH, TWO THOUSAND AND TWELVE. -- I

HEREBY ATTEST. ---------------------------------------------------------------------------------------------------

/cle*

To the right of the document there is a stamp that literary states:

LIC. ROBERTO GARZÓN JIMÉNEZ.

UNITED MEXICAN STATES

NOTARY PUBLIC OFFICE 242 FEDERAL DISTRICT, MEXICO

52

At the left of the previous stamp there is an illegible signature.