Exhibit 3
UNOFFICIAL TRANSLATION
IRREVOCABLE TRUST AGREEMENT ENTERED BY AND BETWEEN, THE PERSONS WHOSE NAMES
APPEAR AT THE END OF THE PRESENT AGREEMENT, AS FOUNDERS OF THE TRUST, SIGNED ON
EXHIBITS "A" AND BANCOMER, S.A. INSTITUCION DE BANCA MULTIPLE, FINANCIAL GROUP,
TRUSTEE DIRECTION, HEREINAFTER THE TRUSTEE, HEREBY REPRESENTED BY XX. XXXXXX
XXXXXXX XXXXX ESPRONCEDA, IN WHICH THE PARTIES SET FORTH THE FOLLOWING:
RECITALS
I. The Founders of the Trust hereby state the following:
a. They are holders of groups of shares, series "O", "P" "Q", common
stock, nominative, fully paid, with no face value, that represent
capital stock of VALORES INDUSTRIALES, S.A. ("VISA") and that
such group corresponds individually, to each one of them, with
the amount of shares mentioned in each of the Exhibits "A" of the
present Agreement, which duly signed by the Trustee and each of
the Founders of the Trust, integrate the present Agreement. That
the abovementioned shares are free of any encumbrance or
liability of any kind, which they manifest under penalty of
perjury.
b. VISA is a corporation organized under the laws of the United
Mexican States.
c. That on March 18, 1998, VISA shareholders held a regular and
special meeting, in which it was agreed, among other issues and
subject to the fulfillment of certain conditions, to restructure
such corporation's capital stock in certain series of shares, and
exchange the current outstanding shares series "O", "P" and "Q"
for series "B" shares and "D" in form of joint units, integrating
5 series "B" shares in "B Units" (the "B Units") and 1 "B" series
and 4 "D" series in Joint BD Units (the "Joint BD Units").
d. That it is their desire to execute the present Trust for the
purposes set forth hereunder.
II. Xx. Xxxxxx Xxxxxxx Xxxxx Espronceda, in his capacity of Fiduciary
Delegate, representing Bancomer, S.A., Institucion de Banca Multiple,
Financial Group, hereby represents the following:
a. It is a banking institution, organized under the laws of the
United Mexican States, registered in the Mexican Tax Registry
under number BAN-830831-H69, proving the legal existence of such,
as well as the character by which he appears on this instrument,
with the following documents:
i. Notarized Document No. 17,834, dated March 22, 1993, granted
before Xx. Xxxxxxx Xxxxxx Xxxx, Notary Public No. 156, in
Mexico City, registered in Mexico City's Commercial
Registry, on April 28, 0000, xxxxx xxxxx 00000, xxxxx xxxxxx
the appointment of Board Members for Bancomer, S.A.,
Institucion de Banca Multiple, Financial Group, who grant
appointment of Fiducary Delegate to Xx. Xxxxxx Xxxxxxx Xxxxx
Espronceda.
ii. Notarized Document No. 28,035, dated March 24, 1997, granted
before Xx. Xxxxxxx Xxxxxx Xxxx, Notary Public No. 156, in
Mexico City, registered in Mexico City's Commercial
Registry, on April 17, 0000, xxxxx xxxxx 00000, xxxxx xxxxxx
the verification of Bancomer, S.A., Institucion de Banca
Multiple, Financial Group's by-laws.
iii. Notarized Document No. 19,405, dated November 16, 1993,
granted before Xx. Xxxxxxx Xxxxxx Xxxx, Notary Public No.
156, in Mexico City, registered in Mexico City's Commercial
Registry, on November 23, 0000, xxxxx xxxxx 00000, xxxxx
xxxxxx the appointment of Xx. Xxxxxx Xxxxxxx Xxxxx
Espronceda, as Fiduciary Delegate for Bancomer, S.A.,
Institucion de Banca Multiple, Financial Group.
b. That has unequivocally notified Founders of the Trust of the legal
extent and consequences set forth by the first three paragraphs,
section b), paragraph XIX, of Article 106 of the Mexican Credit
Institutions Law, which states:
"Article 106.- Credit institutions will be prohibited to:
Paragraph XIX.- In the fulfillment of the operations referred on
Article 46, paragraph XV, in this Law:
... b) Respond to trust founders, mandator, or constituent, for
debtor's breach of credits granted or to the issuers for securities
acquired, except on its fault, as set forth at the end of article 356,
of General Law of Securities and Credit Operations (Ley General de
Titulos y Operaciones de Credito), or guarantee revenues for the funds
of the investments commended.
If at the termination of the trust, representation or mandate
constituted for the grant of credits, debtors have paid these, the
Institution shall transfer them to the founders of the trust or
beneficieries, whichever the case , or to the mandator or founder,
abstaining from covering the total amount.
Any agreement contrary to what is established in the aforementioned
paragraphs, shall be void."
c. That is aware of Founders of the Trust' desire and will to execute the
present legal act, and agrees to hold the charge of Trustee for the
present trust agreement.
According to the preceding recitals, the parties grant the following:
ARTICLES
FIRST: CONSTITUTION: The Founders of the Trust, for the purposes which will be
determined hereinafter, hereby constitute an irrevocable trust in which
Bancomer, S.A., Institucion de Banca Multiple, Financial Group holds the charge
of Trustee, to whom VISA's stock is transferred by this Act, identified on
Exhibits "A" which integrates the initial capital of this trust, which may be
increased with other goods or rights, according to the terms set forth herein.
The Founders of the Trust transfer ownership and possession of the
aforementioned shares to the Trustee, with everything that corresponds to them
by fact and law, including consequent property and corporate rights, in the
terms agreed upon the present trust.
SECOND: TRUST ASSETS. The assets of this trust shall be integrated by the
following assets:
a) Initially with VISA shares, series "O", "P" and "Q" described in
recital I, section a), identified on the Exhibits "A" of the present
Agreement, with all property and corporate rights.
Hereinafter, and for the effects of the present agreement, the
identified shares, as well as any other that may be part of this
trust's assets, shall be known as the "SHARES".
b) With series "B" shares, integrated in "B Units" issued by VISA in
exchange for the trusted SHARES, as well as those issued free of
charge for any operation or that are issued in right of first refusal
for capital stock increase and that correspond to the referred SHARES,
in any event with all property and corporate rights.
c) With Series "B" shares integrated in "B Units" that form part of the
trusted capital by the incorporation of other Founders of the Trust,
according to article eight of the present trust.
THIRD: APPOINTMENT OF TRUSTEE INSTITUTION. The Founders of the Trust appoint as
Trustee, Bancomer, S.A., Institucion de Banca Multiple, Financial Group,
Direccion Fiduciaria, to lead the fulfillment of the present trust's purposes,
represented in this act by Xx. Xxxxxx Xxxxxxx Xxxxx Espronceda, who on behalf of
such corporation accepts the charge conferred herein, receiving to his complete
satisfaction, duly endorsed titles that support the SHARES that in this act
constitute the present trust's initial capital and consequently legal Trustee
entitlement, and obligated to give necessary notices to make required
annotations in the shareholder's records that for such effects are kept by the
issuing corporation.
FOURTH: PURPOSE. The present trust's purposes are the following:
a) That the Trustee receives and holds for its management, Trustee
ownership of the SHARES and other goods and rights that constitute the
trust's capital.
b) That the Trustee receives from VISA, in exchange for the series "O",
"P" and "Q" shares, the shares that correspond to the "B" and "D"
series, integrated in the "B" Units and in "BD" Units which will be
issued by VISA in fulfillment of the agreements on the meeting
abovementioned in section c), recital I of the present agreement.
c) Once the exchange of the SHARES described in the abovementioned
paragraph has been completed, that the Trustee holds for it's
administration, as capital for the present trust, Trustee ownership of
"B" Units, in the proportion that corresponds to the percentages
specified for each of the Founders of the Trust in Exhibits "A" of the
present agreement; and that the rest of "B" Units, if any, as well as
the total "BD" Joint Units received by such exchange, are reverted and
turned into each of the Founders of the Trust, in the proportion
corresponding to each of them.
d) That the Trustee, directly or by appointed representatives, following
at all times detailed instructions by the Technical Committee, in
terms of article seven from the present agreement, exercises the
representation rights of trusted SHARES in the meetings held by VISA,
as well as the right to vote in the sense chosen by the Technical
Committee or its president, according to article seven, section b) and
in general to all corporate rights.
e) That the Trustee, by detailed instructions of each Founders of the
Trust, carries out property rights inherent to the SHARES, such as
subscription and payment of shares for capital increase ordered by
VISA, by previous timely provision of funds on behalf of each one of
the Founders of the Trust, receives reimbursements for decrease in
capital of such issuing corporation, dividends and in general,
exercise all property rights.
f) That the Trustee oversees the fulfillment of the procedure for
exercising the rights set forth in articles five and six of the
present agreement.
g) That the Trustee makes available for Founders of the Trust, in
corresponding proportions for each one of them, the reimbursements of
capital or dividend payment, in cash or different kind than the shares
that constitute the trust's capital, performed by VISA, as well as in
the corresponding consideration for assignment of Founders of the
Trust rights or for share transfers according to the present
agreement.
h) That at the term of the present trust, the Trustee reverts the SHARES
and rights which constitute the trust's capital to the Founders of the
Trust, or their assignees or successors, in the proportion that
corresponds to each of them.
i) In general that the Trustee carries out all legal acts which may be
necessary or convenient for the fulfillment of the trust's objectives,
according to the instructions given by the Technical Committee or its
president, in the events for which it is hereby authorized by the
present agreement.
j) That if by June 31, 1998, the exchange of the trusted series "O", "P"
and "Q" shares has not been completed, in the terms agreed upon on
VISA's regular shareholders meeting, which took place on March 18,
1998, referred to on section c), Recital I of the present agreement,
the total of the trusted SHARES, in the corresponding proportion to
each of the Trustor Trustees shall be reverted by the Trustee,
terminating the present trust.
FIFTH: ASSIGNMENT OF RIGHTS AND SHARE TRANSFER BY THE FOUNDERS OF THE TRUST. The
Founders of the Trust assignment of rights and share transfer pertaining to the
present trust shall follow the following rules:
1. Founders of the Trust, may, at any time, assign rights (with or without
consideration), or instruct the Trustee to alienate or in any way transfer
the SHARES corresponding to the present trust, in the event of the
following:
a. Pertaining to a person Trustor Trustee, if the assignees were: (i)
spouse; (ii) persons who have blood relation up to fourth degree with
the assignor; (iii) an artificial person or a Trustee from a different
trust, whose shares or Trustee rights and corporate control decisions
or of the trust are owned in 100% and corresponding to the Assignor
Trustee, their spouse or to the persons who are related to the assignor
in the relationship stated herein.
b. Pertaining to artificial persons or a Trustee from a different trust
who are Trustor Trustees, if the assignees or acquirers, according to
the corresponding register are: (i) their actual shareholders or
trustees, their spouses or the persons who have blood relation up to
the fourth degree with such shareholders or trustees; (ii) another
artificial person or trust, whose shares and Trustee rights and
decision control are directly or indirectly are 100% owned and
correspond to the persons mentioned in the abovementioned sub-section
(i).
2. The Founders of the Trust, legal entities, or fiduciaries from different
trusts ("M Fiduciaries") shall be obliged to, that if their shareholders
or fiduciaries (the Owners) desire to transfer their corresponding shares
or Trustee rights in the capital stock or in such M Trustee's capital, the
atransfer shall be in favor of the such Owner's spouses or the persons
with whom they have blood relation up to the fourth degree.
On the contrary, previous to the referred transfer on behalf of the
Owners, M Fiduciaries are obliged to assign the present trust's Trustee
rights or instruct the Trustee for the transfer of the Trusted shares in
terms of the aforementioned section b) number 1.
If the SHARE transfer is not fulfilled in such terms, they shall then be
offered in the terms set forth on article six in the present trust, with
the exception that if none of the Founders of the Trust or third party
appointed by the Technical Committee desires to acquire the SHARES or
rights offered, then the Owners may transfer the shares or Trustee rights,
representing capital stock or from M Trustee's capital to any person. At
the completion of such transfer, the SHARES corresponding to such M
Trustees will cease to be part of the present trust.
3. In all the foreseen events, assignors or transferors or assignees or
acquirers are obliged to notify immediately and in writing, the Trustee,
of such assignment or alienation.
The Founders of the Trust agree to provide the Trustee and Technical
Committee with the required and necessary documentation to verify the
appropriate fulfillment of the provisions set forth herein.
4. If the assignee(s) or acquirers of the corresponding rights or SHARES did
not participate in the constitution of the present trust, they shall
assume all rights and obligations that correspond to the present trust's
assignor and transferor, by virtue of this agreement, by means of
executing an agreement in terms of the format added to the present
agreement as Exhibit "B", and shall acquire the character of Founders of
the Trust with such execution and shall have the right to the
corresponding votes in the Technical Committee, according to article
seven.
5. If the assignees or acquirers have the character of Founders of the Trust,
their participation in this trust shall be increased and shall
individually maintain such character, in the terms set forth in this
trust, and consequently have, in the Technical Committee to which they
belong, the right to the corresponding votes, according to article seven.
SIXTH: RIGHT OF FIRST REFUSAL. With the exception of the terms described in the
preceding article five, the Founders of the Trust hereby grant each other right
of first refusal to acquire the SHARES or rights of Founders of the Trust
derived from this trust or that they might, totally or partially transfer.
The exercise of this right shall be subject to the following:
1) The Founder of the Trust that desires to assign, wholly or partially,
its rights, or to transfer the trusted SHARES ("Assignor Beneficiary")
shall notifiy in writing to the Trustee its purpose in a feasible
manner.
2) At the reception of the notice, the Trustee, during the following 3
days, shall give notice to the other Founders of the Trust, in the
domiciles appointed by them to the Trustee, stating also the percentage
that he offered SHARES represent in this trust, in order that the
people who desire, make effective their right to acquire the
corresponding SHARES, through Stock Exchange, in a term that shall not
exceed 30 (thirty) business days, from the conclusion of the term of 3
(three) days previously mentioned.
3) The price for the assignment of rights of Founder of the Trust or
transfer of SHARES, shall be the one fixed by the Assignor Beneficiary
or in the absence of such, the one resulting higher to the following,
considering the Stock Exchange values of the shares issued by VISA, of
the same series and class than the ones affected to this trust:
a) The value that results from the quoted price weighed average in
Stock Exchange of such shares that is registered during the 10 (days)
business days that are included between the 18th through 28th business
day of the term for the exercise of the right of first refusal to
acquire mentioned in the previous paragraph; or
b) The quoted price weighed average in Stock Exchange of the referred
shares of VISA, that is registered in the last business day to maturity
of the term to exercise the right of first refusal to acquire.
4) The Founders of the Trust that desire to make effective their right in
terms and conditions of this Article shall notify in writing to the
Trustee during the term mentioned in subsection 2 above, delivering to
the Trustee in the day following the conclusion of the term, the price
in cash that results in accordance with in the preceding subparagraph
and authorize it to refund the shares subject to this assignment to the
assets of this trust, with all its corporate and property rights.
Perfected the respective sale or assignment, the Trustee shall make
available to the Assignor Beneficiary the proceeds of the same, with
the corresponding tax deductions if applicable.
5) In the event that several Founders of the Trust exercise their right of
first refusal, these shall acquire the rights of the Assignor
Beneficiary, in proportion to the rights that at the time of the
assignment represent upon the remaining acquirers, increasing in
consequence its participation in this trust.
6) In the event that, concluded the term aforementioned in paragraph 2),
the Founders of the Trust do not exercise their right of first refusal
to acquire the SHARES or the rights that the Assignor Beneficiary may
wish to assign, the following shall proceed:
a) The Technical Committee, with the vote in favor of the members that
represent at least 75% of the trusted SHARES, (without including the
SHARES that correspond to the rights that wish to be transmitted)
may, in a term of 60 (sixty) calendar days, from the expiration of
said term abovementioned in paragraph 2), appoint another buyer for
such rights or SHARES, so that in such term acquires such rights or
SHARES, in the same terms and conditions offered to the Founders of
the Trust. Said buyer, shall assume the rights and obligations that
correspond in this trust to the Assignor Beneficiary, by the
simultaneous subscription of an agreement in the terms and
conditions of Exhibit "B" hereof.
b) In the event that the Technical Committee does not propose a buyer
in said term, or the proposed buyer does not acquire the SHARES or
rights of the Assignor Beneficiary in the term established to that
effect, the Assignor Beneficiary, may instruct to the Trustee in
order to transfer the corresponding trusted SHARES, to a proposed
buyer from the Assignor Beneficiary, or through the Stock Exchange,
in a term that should not exceed 60, (sixty) calendar days. The
transfer or assignment shall be made in cash and at least at the
same fixed price for the assignment of rights, mentioned in
paragraph 3) of this Article, being not anymore part of the assets
of the trust, the shares subject to such transfer.
c) If the SHARES are not transferred in the term above mentioned, and
if the Assignor Beneficiary still desires to make the transaction,
the process to exercise the right of first refusal shall be
initiated again, in the terms and conditions provided in this
Article.
7) In the event of assignment of rights or transfer of SHARES in favor of
a Trustor Beneficiary, in exercise of the right of first refusal
established in this Article, should the price be fixed in the terms and
conditions of sub-paragraphs a) and b) of paragraph 3) of this Article
and if the Acquirer Beneficiary desires such transaction or assignment,
may proceed with the transaction or assignment outside the Stock
Exchange, notifying the Trustee in such terms and paying the price
that, deducting the corresponding fees and taxes, the transferor
receives a net value equal to the value that it would be received if
such operation was made through the Stock Exchange, being subject to
the procedure in the sub-paragraphs abovementioned. In all other
events, to make a transfer or an assignment outside the Stock Exchange,
the Assignor Beneficiary and the Acquirer Beneficiary shall previously
agree to such procedure.
8) The Founders of the Trust agree that, if the rights that are to be
transferred or the corresponding SHARES represent the majority of the
trusted shares and none of the Founders of the Trust desire to acquired
them, the assignment of such rights or the sell of the SHARES to third
parties shall be subject that mutually with the SHARES offered that are
transferred, on the same terms and conditions, the SHARES of the other
Founders of the Trust that desire to acquire them, which they shall
notify to the Trustee during the term established for the exercise of
the right of first refusal, abovementioned in paragraph 2) of this
Article.
SEVENTH: TECHNICAL COMMITTEE. The Founders of the Trust create a Technical
Committee (the "Technical Committee") that shall be subject to the following
rules:
a) It will be integrated permanently by the Founders of the Trust. Each member
of the Technical Committee , shall have right to one vote per Share
corresponding to the assets of this trust.
b) The Technical Committee shall instruct in writing to the Trustee in order
to confer power of attorney in favor of the persons that the Technical
Committee appoints, for them to attend to the shareholders' meetings of
VISA, representing the SHARES. Furthermore, the Technical Committee shall
instruct to the Trustee in order to exercise the vote of the SHARES in such
shareholders' meetings, in the direction that the Technical Committee
agrees. In the event that the Technical Committee would have been summoned
and would have not instructed to the Trustee with respect to whom should be
attending the shareholders' meetings of VISA, or in which direction to vote
the SHARES, the responsibility of representation shall fall on the persons
appointed by the president of the Technical Committee, voting the SHARES in
the direction that said president instructs.
c) The president of the Technical Committee shall be Xx. Xxxxxxx Xxxxx Laguera
and in his absence Mr. Xxxx Xxxxxxx Xxxxxxxxx Xxxxxxxx, and in absence of
both, the person appointed between them, the members of the Technical
Committee; shall act as secretary the person appointed by the members of
the Technical Committee, which may not be a Founder of the Trust.
d) The Technical Committee shall meet at least twice a year, the first time
during the first quarter of the year and the second on the fourth quarter
of the same year, with the option to meet during any other time. The
meetings shall be held, in any event, prior notice sent by the Trustee at
the president's request, secretary or at least by 3 (three) of its members,
with at least 7 (seven) business days prior to the date of the meeting. The
notice shall be sent by the Trustee to the members of the Technical
Committee, to the domiciles appointed by them. Furthermore, any other
matter that requires to be discussed in the Technical Committee meeting, in
the meetings that are held the first and fourth quarter of each year shall
be reviewed the most relevant operation and strategy issues of VISA.
e) The Technical Committee shall be established in the first call, with the
attendance of the members of the Technical Committee that represent the
majority of the SHARES and in second call with any number of SHARES that
are represented. The Technical Committee's resolutions shall be valid when
they are voted by the majority of the SHARES that represent the members
attending to such Technical Committee, provided that it will be required
the vote in favor from the members of the Technical Committee that
represent at least 75% of the SHARES and that are represented by at least
the SHARES of three members of the Technical Committee in the following
issues that are presented for their consideration: (i) change of VISA
different to the change from sociedad anonima de capital variable to
sociedad anonima or vice versa; (ii) spin-off of VISA or merger of VISA
with other company; (iii) change in corporate purpose of the company; (iv)
change in nationality; (v) dissolution and liquidation of the company; (vi)
cancellation of the registration of the shares on the Securities and
Especial Section of the National Registry of Securities and Intermediaries
and on the national or foreign stock exchanges in which they are
registered, except in the event of a cancellation of the "D" Shares of
VISA, as a consequence of its conversion into "L" Shares of VISA in
accordance with its by-laws; (vii) any operation by which VISA looses the
control of any of the following subsidiaries: Femsa Cerveza, S.A. de C.V.,
Coca-Cola Femsa, S.A. de C.V., Femsa Empaques, S.A. de C.V. or Femsa
Comercio, S.A. de C.V., or any other company that may have been acquired in
accordance with sub-section (viii) hereafter; and (viii) the acquisition by
any mean, by VISA or any of its subsidiaries, of shares of a company, if
the price of such shares exceeds 15% of the consolidated assets of VISA. In
any meeting, in the event of a tie, the President shall have casting vote.
f) Of each meeting of the Technical Committee, a minute shall be drawn up and
signed by the president and the secretary of the Technical Committee, and
shall establish in a book that shall be held under Trustee's responsibility
and a copy of such minute shall be sent to the members of the Committee.
g) The decisions made by the Technical Committee shall be notified in writing
to the Trustee, by the secretary of the Technical Committee, for the duly
compliance of the corresponding.
h) The members of the Technical Committee may no be removed of their
responsibilities, which shall be honorary and as consequence will not have
the right to a any compensation for their performance an in the event of
absence or definitive absence, shall be replaced by the person who the
member in question of the Technical Committee, and in the absence of such
appointment, the person who will replace the member, shall be appointed by
the Technical Committee.
EIGHTH: INCORPORATION OF OTHER FOUNDERS OF THE TRUST. Any owner of common SHARES
of VISA, may request to the Technical Committee to be a part and join this
Agreement, and in the event of being accepted by such Committee, such owner
shall deliver to the Trustee the SHARES that are contributed to this trust,
acquiring the character of Trustor Trustee.
Once approved the incorporation of the third party, the Technical Committee
shall notify him and the Trustee, to prior to the deposit of the SHARES, the
third party and the Trustee execute an adhesion agreement to this trust, in the
terms and conditions in the form attached hereto as Exhibit "C".
NINTH: INDEMNIFICATION IN THE EVENT OF DISPOSSESSION. The Founders of the Trust
are obliged to indemnify and hold Trustte harmless in the event of dispossession
in the terms and conditions according to law with respect to the assets and
rights that form part of the assets of this trust.
When the Trustee, in compliance with the purposes of this trust transfers in
whole or in part the trusted assets, he or the Founders of the Trust which right
have been transferred, shall indemnify in the event of dispossession in the
terms and conditions according to law, empowered by this act to the Trustee to
be obliged in such terms and conditions before the person or entity to whom in
accordance to this agreement shall be transferred in the total or part of their
assets.
TENTH: AUTHORITY OF THE TRUSTEE. The Trustee shall manage the trusted assets
with the authority and duties established in article 356 of the General Law of
Securities and Credit Operations.
ELEVENTH: TERM OF THE TRUST. This trust is irrevocable, for a term of 10
(years), from the date of its execution.
TWELFTH: DEFENSE OF THE TRUSTED ASSETS. The Trustee shall not be responsible for
acts, facts or omissions of the parties or third parties that impede or
complicate the performance of the purposes of this trust.
The Trustee shall be obliged to defend the assets of this trust by itself, being
obliged only to grant the necessary power or powers in favor of the person or
persons that the Technical Committee appoints in writing for them to procure the
caution, conservation or defense of the trusted assets.
When the Trustee receives any notice of any lawsuit, injunction and any notice
related to the assets of this trust, shall notify in writing to the Technical
Committee not later than the following business day of which the corresponding
notice was received.
The Technical Committee shall instruct in writing to the Trustee, not later than
the following date of which the corresponding was received, in order for the
latter to grant the necessary powers to the person or persons that are appointed
in accordance with the second paragraph of this Article.
The Trustee shall not be responsible for the performance of the representatives
, nor for the payment of their fees, costs, expenses or any other cost derived
from the respective judgments, which in all events shall be charged to the
Founders of the Trust, establishing that the Technical Committee may instruct to
the Trustee in order for the expenses originated from the corresponding judgment
be charge against the assets of the trust, to the extent possible.
In all powers granted by the Trustee in accordance to this Article, shall
include the content of the abovementioned paragraph.
THIRTEENTH: TAXES. This trust in not to be considered a transfer for purposes of
fiscal issues, in the terms and conditions of sub-paragraph a) of paragraph Y of
article 14 of the Tax Code of the Mexican Federation, by virtue that the
Founders of the Trust reserve the right to acquire again the assets of the trust
in terms and conditions of this agreement.
In order, in the event that in compliance of the purposes of this agreement, be
made the total or partial transfer of the SHARES that are part of the assets of
this trust in favor of certain third party, shall be to the established by the
applicable tax law.
All the taxes that may derive in occasion of the performance of the purposes of
this trust, shall be charged to the Founders of the Trust, in the corresponding
percentage, who assume the obligation to pay them directly and without the
intervention of the Trustee.
FOURTEENTH: FEES. The fees of the Trustee shall be established in a
separate agreement.
FIFTEENTH: DOMICILES. For purposes of this agreement, the parties
appoint as their domiciles the following:
TRUSTEES TRUSTORS: The one appointed by each one of these in this
instrument, or in the corresponding assignment or
adhesion agreements.
TRUSTEE: Xx. Xxx Xxxxx Xxx 000, Xxx. Xxx Xxxxx, Xxx
Xxxxx Xxxxx Xxxxxx, X.X. 66220
SIXTEENTH: JURISDICTION. To all the maters relative to the construction,
performance and execution of this agreement, the parties expressly submit
to the courts sitting in Monterrey, Nuevo Xxxx, waiving to any other
jurisdiction or venue that may correspond them by reason of their future
or present domiciles.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of May,
6, 1998 in the city of Monterrey, Nuevo Xxxx, Mexico.
TRUSTEE
BANCOMER, S.A.
Financial Institutuion
Represented by:
(Signed)
_______________________________
Xxxxxx Xxxxxxx Xxxxx Espronceda
Trustee Delegate
TRUSTORS-TRUSTEES ADDRESS
----------------- -------
XXXXXXX XXXXX LAGUERA Camino a la Sierrita No. 105, La Sierrita, Xxxxx
Xxxxxx, N.L.
XXX XXXXX XX XXXXX Camino a la Sierrita No. 105, La Sierrita, Xxxxx
Xxxxxx, X.X.
XXXX XXXXXXX XXXXXXXXX XXXXXXXX Xxxxxxxx xxx Xxxxx 0000,Xx Sierrita, Xxxxx Xxxxxx, X.X.
XXX XXXXX XX XXXXXXXXX Xxxxxxxx xxx Xxxxx 0000,Xx Sierrita, Xxxxx Xxxxxx, N.L.
XXXX XXXXXX XXXXXXX HIERRO Xxxxxxxx xxx Xxxxx 0000,Xx Sierrita, Xxxxx Xxxxxx, N.L.
XXXXXXX XXXXX Xxxxxxxx xxx Xxxxx 0000,Xx Sierrita, Xxxxx Xxxxxx, N.L.
XXXXXXX XXXXX DE XXXXXXX XXXXX Camino a la Sierrita No. 105, La Sierrita, Xxxxx
Xxxxxx, N.L.
XXXXXXX XXXXX XXXXX Camino a la Sierrita No. 105, La Sierrita, Xxxxx
Xxxxxx, N.L.
XXXXXXXX XXXXX LAGUERA XX XXXXX Privada Tamazunchale No. 220, Col. Del Valle, Garza
Xxxxxx, X.X.
XXXXXXX XXXXX XXXXX Rio Vistula No. 212, Col. del Valle, Garza Xxxxxx, X.X.
XXXXXXXX XXXXX XXXXX Rio Vistula No. 212, Col. del Valle, Garza Xxxxxx, X.X.
XXXX XXXXXX XXXXX XXXXX Xxxxxxxx No. 485, San Xxxxx Xxxxx Xxxxxx, X.X.
XXXXXXX XXXXX XXXXX Privada Tamazunchale No. 220, Col. Del Valle, Garza
Xxxxxx, X.X.
XXXXXXX XXXXX XXXXX Rio Vistula No. 212, Col. del Valle, Garza Xxxxxx, X.X.
XXXXXXX XXXXXXXXX Montanas Rocallosas No. 815, Delegacion Xxxxxx Xxxxxxx,
Mexico, D.F.
XXXXX XXXXXX X. XX XXXXXXXXX Montanas Rocallosas No. 815, Delegacion Xxxxxx Xxxxxxx,
Mexico, X.X.
XXXXXX, S.A. DE C.V. Paseo de la Reforma Xx. 000, 0xx Xxxx Xxx. Xxxxxx,
Xxxxxx D.F., 06600
BANCOMER, S.A. FIDEICOMISO X/00000-0 Xxx. Xxx Xxxxx 218 Sur, Col. Xxxxx San Xxxxx Xxxxx
Xxxxxx X.X., 66220
XXX XXXXXX Cordoba Xx. 00, Xxx. Xxxx, Xxxxxx X.X. 00000
XXXXX X. XX XXXXXXXX Montanas Rocallosas No. 105 Pte. Col. Lomas de
Chapultepec, Mexico, D.F.
XXXXXX XXXXXXXX XXXXXX Montanas Rocallosas No. 105 Pte. Col. Lomas de
Chapultepec, Mexico, X.X.
XXXXXXXX XXXXXXXX XXXXXX Montanas Rocallosas No. 105 Pte. Col. Lomas de
Chapultepec, Mexico, D.F.
XXXX XXXXXXXX XXXXXX Montanas Rocallosas No. 105 Pte. Col. Lomas de
Chapultepec, Mexico, D.F.
XXXXXXXXX XXXXXXXX XXXXXX Montanas Rocallosas No. 105 Pte. Col. Lomas de
Chapultepec, Mexico, D.F.
XXXX XXXXXXXX XXXXXX Montanas Rocallosas No. 105 Pte. Col. Lomas de
Chapultepec, Mexico, D.F.
BANCOMER, S.A. FIDEICOMISO X/00000-0 Xxx. Xxx Xxxxx 218 Sur, Col. Xxxxx San Xxxxx Xxxxx
Xxxxxx X.X., 66220
INVERSIONES FRANCA, S.A. DE C.V. Padre Xxxx Ote. 336 Altos, Monterrey, N.L.
XXXXXXXXX X. XX XXXXX Montanas Rocallosas No. 615 Pte. Col. Lomas de
Chapultepec, Mexico, D.F.
XXXXXX X. DE VAN LATHERM Montanas Rocallosas No. 615 Pte. Col. Lomas de
Chapultepec, Mexico, D.F.
XXXX XXXXX Montanas Rocallosas No. 615 Pte. Col. Lomas de
Chapultepec, Mexico, D.F.
MAX DAVID Montanas Rocallosas No. 615 Pte. Col. Lomas de
Chapultepec, Mexico, D.F.
ALEPAGE Xxxxx Ma. Xxxxxxxx Xx. 000, Xxx. Xxx Xxxxxxxx,
Xxxxxxxxx, X.X.
INVERSIONES BURSATILES INDUSTRIALES, S.A. DE C.V. Ave. San Xxxxxxxx No. 800 Pte. Monterrey N.L.
EXHIBIT "B"
AGREEMENT ENTERED BY AND BETWEEN ___________________ AND BANCOMER, S.A.
TRUSTEE DIVISION, HEREINAFTER THE "TRUSTEE", REPRESENTED IN THIS ACT BY
MR. ____________________, BY WHICH THE PARTIES AGREE PER THE FOLLOWING:
REPRESENTATIONS
I. ____________ represents that:
a) At the time of the execution of this agreement is acquiring
_______________________ "__" SHARES of VALORES INDUSTRIALES,
S.A. ("VISA") that remain trusted in the Trust ______, and
acknowledges that it is a condition for the effectiveness of
such acquisition the execution of this agreement.
b) Is aware of the terms and conditions of Trust _______, and
that it desires to be part of such Trust as Trustor Trustee.
II. The Trustee represents that appears at the execution of this
Agreement in terms and conditions of the trust agreement previously
referred.
COVENANTS
FIRST: Mr. ________________ here by assumes the character of Founder of the
Trust in the Trust agreement referred in the representations hereof, and, in
consequence, assumes the rights and obligations derived from the same, in
relation to the _________ "__" SHARES of VISA referred to in representation I a)
hereof.
SECOND: Mr. ________________ appoints as domicile for all legal purposes:
____________________________ and undertakes to notify to the Trustee any
change of domicile within ___ days following such change.
FOR ALL LEGAL PURPOSES, the parties in connection with the witnesses hereinafter
referred, execute this agreement in the city of Monterrey, N.L. as of ________,
19__.
THE TRUSTEE
BANCOMER, S.A.
__________________________________ __________________________________
MR.___________________________
EXHIBIT "C"
AGREEMENT ENTERED BY AND BETWEEN ___________________ AND BANCOMER, S.A.
TRUSTEE DIVISION, HEREINAFTER THE "TRUSTEE", REPRESENTED IN THIS ACT BY
MR. ____________________, BY WHICH THE PARTIES AGREE PER THE FOLLOWING:
REPRESENTATIONS
I. ____________ represents that:
a) Is the owner of ______ "___" SHARES, common stock,
nominative, fully paid, with no face value, of VALORES
INDUSTRIALES, S.A. ("VISA").
b) Is aware of the terms and conditions of the Trust Agreement
________, andf that it desires to enter in the same with the
character of Trustor Trustee, and acknowledges that the
execution of this agreement is a condition to enter into
such Trust.
II. The Trustee represents that appears to the execution of this Agreement,
in accordance to instructions by the Technical Committee of the Trust,
in terms and conditions of such Trust.
COVENANTS
FIRST: Mr. _________________________ hereby allocates the _____ SHARES, common
stock of VISA for purposes of the Trust _______, acquiring from this moment the
character of Trustor Trustee in the Trust agreement and, in consequence, assumes
the rights and obligations derived from such Trust, in relation to said SHARES.
SECOND: The Trustee receives in complete satisfaction the ________ SHARES of
VISA that are being allocated to the Trust ________, receiving the Trustee in
consequence the ownership of such SHARES for the purposes established in the
referred Trust.
THIRD: Mr. ________________ appoints as domicile for all legal purposes:
____________________________ and undertakes to notify to the Trustee any change
of domicile within ___ days following such change.
FOR ALL LEGAL PURPOSES, the parties in connection with the witnesses hereinafter
referred, execute this agreement in the city of Monterrey, N.L. as of ________,
19__.
THE TRUSTEE
BANCOMER, S.A.
__________________________________ __________________________________
MR.___________________________
