General Shareholders' Meeting

The Annual General Shareholders’ Meeting shall be held to discuss all relevant matters that are not reserved for the Extraordinary Shareholders’ Meeting, at least once per year, not later than four months after the end of each fiscal year, addressing, in addition to the topics included in the Meeting’s agenda, the following matters:

• Discuss, approve or modify:
• The annual report of Grupo Famsa’s CEO.
• The annual report of the Board of Directors.
• The report of the Audit and Corporate Practices Committees.
• Determine the use of profits, if applicable.
• Appointment of the members of the Board of Directors, Chairman, Secretary and Alternate-Secretary, CEO, as well as their remuneration and related agreements.
• Appointment of the Chairmen of the Audit and Corporate Practices Committees, as well as the remuneration of the members of these Committees.
• Determine the resources that may be used for the Company’s stock buyback program.
• Approve any operation representing 20% or more of Grupo Famsa’s assets during the same fiscal year.

Extraordinary Shareholders' Meeting

The Extraordinary Shareholders’ Meeting may be called to address any of the following matters:

• Extension of the Company’s duration;
• Early dissolution;
• Increase or reduction of the Company’s fixed capital stock;
• Change of the Company’s legal purpose or nationality;
• M&A, restructure or spin-off;
• Issuance of preferred stock;
• Stock redemption;
• Delisting from the Mexican stock exchange;
• Any amendment to the Company’s Bylaws; and,
• Other matters that, in compliance with the applicable regulation or the Company’s Bylaws, requires a special quorum.

Call to the Shareholders' Meeting

The calls to Shareholders’ Meeting shall be published in the Official Gazette of the State of Nuevo Leon or in one of the major newspapers of the Company’s domicile with at least 15 days prior to the date specified for the Meeting. Each call shall include the place, time and date of the Meeting, as well as its respective agenda and shall be properly signed by the person or body issuing the call. The Meetings may be legally constituted without prior call if all voting shares are represented at the time of the Meeting. All relevant information related to a Meeting shall be made available to all shareholders from the day of publication of the call.

In order to be admitted to a Meeting, the shareholders must be registered in the Company’s shareholders’ ledger or prove their legal status as such in accordance with the provisions of the Bylaws (including by submitting the certificates issued by the custody agency Indeval). The shareholders may appoint one or more persons to represent them by means of a simple proxy letter signed by two witnesses. The members of Grupo Famsa’s Board of Directors or the Commissioners may not represent any shareholder in the Meetings.

The Board of Directors, the Chairman of the Board and the Audit and Corporate Practices Committee are the only corporate bodies permitted to formally call Meetings. Any shareholder or group of shareholders with voting rights holding at least 10% of the Company’s capital stock may demand the Board of Directors or Commissioners to call a Meeting to address the points included in their request.

Quorum

For an Ordinary General Shareholders’ Meeting to be considered legally constituted, at least 50% of the Company’s issued and outstanding voting shares must be present or represented, and their resolutions will only be valid when adopted by the majority vote of those present at the Meeting. If the quorum is not met on first call, the Meeting shall be reconvened; in such case, its resolutions will only be valid when adopted by the majority vote of those present at the Meeting, regardless of the percentage of voting shares represented in such Meeting.

For an Extraordinary General Shareholders’ Meeting to be legally constituted, at least 75% of the Company’s issued and outstanding voting shares must be present or represented. If the quorum is not met on first call, the Meeting shall be reconvened. The Meeting will be considered legally constituted on second call when at least 50% plus one of the Company’s issued and outstanding voting shares are present or represented. The resolutions of an Extraordinary Meeting, at first or second call, will only be valid when adopted by 50% plus one of the Company’s issued and outstanding voting.