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 Pedregal del Xxxxx 1002, La Sierrita,
Xxxxx Xxxxxx, N.L.
XXX XXXXX XX XXXXXXXXX Pedregal del Xxxxx 1002, La Sierrita,
Xxxxx Xxxxxx, N.L.
XXXX XXXXXX XXXXXXX HIERRO Pedregal del Xxxxx 1002, La Sierrita,
Xxxxx Xxxxxx, N.L.
XXXXXXX XXXXX XX XXXXXXX Pedregal del Xxxxx 1002, La 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 Ave. San Xxxxxxxx No. 800 Pte.
INDUSTRIALES, S.A. DE C.V. 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.
--------------------------
