[Last updated: 1 January 2025, unless otherwise noted]

7.1 Squeeze-out

Minority shareholders of a publicly traded company cannot be obligated to sell their securities. A squeeze-out is, therefore, voluntary on the part of the minority shareholders who may elect, or decide not to elect, to sell their shares in the Company.

In the event there is a shareholders’ resolution adopted by at least 95% of the shares that form the corporate capital of the Company to approve an offer aimed to implement a squeeze-out of minority shareholders, regardless of the type of security they hold, the Company will then make a public offer pursuant to the following:

1. The offer must be exclusively addressed to the shareholders or to the holders of instruments representing the issuer’s shares, which are not part of the group of individuals or legal entities in control of the issuer at the time of the application filed with the CNBV.
2. The offer must be made at least at the highest value between the quotation value and the book value of the shares (in this latter case, according to the last quarterly report submitted to the CNBV and the stock exchange before the beginning of the offer), adjusted, when such value has been modified, according to criteria applicable for the determination of relevant information, in which case the most recent financial information that the issuer has must be considered and a certification from an authorized executive officer of the issuer must be submitted with respect to the determination of the book value.
3. The stock market quotation value shall be the weighted average price per trading volume during the last 30 days in which the shares were traded, before the start of the offering, during a term not to exceed six months. In case the number of days when the aforesaid shares were traded during the established term was less than 30, the actual days in which they were in fact traded shall be considered. If there was no trading during such period, then the book value shall be considered.
4. In the event that the issuer has more than one series of shares listed, the average mentioned in the preceding paragraph shall be calculated for each series that is intended to be cancelled, and the average that turns out to be greater shall be considered as the quotation value for all series.
5. The Company must transfer the necessary funds to acquire the minority shares to a special purpose trust, during a period of six months.
6. The individual or legal entity, or group of individuals or legal entities, who have control over the issuer at the time when the CNBV required the issuer to launch the offer, shall be jointly liable with the issuer for the consummation of the transaction.
7. The CNBV may order, at the expense of the issuer, that a valuation be carried out by an independent expert to determine the price of the offer when this is considered essential to protect the interests of the general public.

7.2 Sell-out

If, as a result of a mandatory or voluntary tender offer for less than 100% of the shares, less than 12% of the shares are held by the general public, the offeror will be forced to extend the offer for the remaining shares or, within 30 days, launch a second offer for 100% of the shares in the same conditions as the first offer. As stated above, the minority shareholders are not required to sell their securities.

7.3 Squeeze-out followed by a merger

If the squeeze-out is carried out with a view to subsequently carrying out a corporate merger through which the offeror absorbs the target company, the 95% threshold referred to in 7.1 is required.