CERTIFICATE No. 21-97 Bidding Board MINUTES No. TWENTY-ONE HYPHEN NINETY-SEVEN (21-97): In Guatemala City, at 9:30 a.m. on the sixteenth (16th) of December, Nineteen Ninety-seven (1997), meeting at the Offices of Ferrocarriles de Guatemala at Ninth (9th) Avenue Eighteen hyphen Zero Three (1803), Zone One (1) of this Capital City, we, the undersigned members of the Bid Board for the Onerous Usufruct of Railroad Equipment owned by Ferrocarriles de Guatemala: Carlos Alberto Moino González, President of the Bid Board, Mr. Raúl Francisco Manzo Castellanos, Internal Auditor for Ferrocarriles de Guatemala and Secretary of the Bid Board, and Messrs. José Miguel Carrillo Chinchilla, Chief of the Financial Department, Noé Villeda León, Secretary of the Mechanics Department, and Luis Rolando Hernández Castellanos, Mechanic, all of Ferrocarriles de Guatemala and regular members of the Bid Board, attest to our authority in accordance with FEGUA Resolution Zero Eleven hyphen Ninety-seven (011-97) dated December Eighth (8th), Nineteen Ninety-seven (1997). WE DECLARE: FIRST: That we have seen the files related to the Bid for the receipt, rating, and awarding the Onerous Usufruct Contract of Railroad Equipment owned by Ferrocarriles de Guatemala, through which the Bid Board proceeded as specified in the Bidding Terms. SECOND: In order to review and analyze the bids, the Bid Board held several work meetings, performing a thorough analysis of the legal, technical, and economic aspects, in order to award the Bid in accordance with the provisions of the Bidding Terms, and thereby developed the respective comparative table. THIRD. The Bid Board, based on Articles Twenty-Eight (28) and Thirty-three (33) of the Government Procurement Law, and Article Twelve (12) of the regulations thereof, RESOLVES: TO UNANIMOUSLY AWARD the Onerous Usufruct Contract for Railroad Equipment owned by Ferrocarriles de Guatemala, to COMPAÑÍA DESARROLLADORA FERROVIARIA, S.A. FOURTH: The members of the Bid Board (Receiving, Rating, and Awarding) declare, in compliance with the contents of Article Thirty-five (35) of the Government Procurement Law, that the only bidder shall be notified of the content of the Resolution reached.. This certificate is concluded in the place and on the date where it began, at 10:30 a.m. It was read by the participants and its content, purpose, validity, and other legal effects are well understood. We accept, ratify, and sign in full concurrence. WE ATTEST. [Signatures] THE UNDERSIGNED INTERNAL AUDITOR OF FERROCARRILES DE GUATEMALA (FEGUA) CERTIFIES THAT, FOR THE REQUIRED PURPOSES, HE HAS SEEN THE AUDIT DEPARTMENT MINUTES BOOK, REGISTERED UNDER NUMBER 2162, SEEN AT PAGES 210 AND 211 THE CERTIFICATE BELOW WHICH READS, VERBATIM, AS FOLLOWS,: “CERTIFICATE No. TWENTY-ONE HYPHEN NINETY-SEVEN (21-97): In Guatemala City, at 9:30 a.m. on the sixteenth (16th) of December, nineteen ninety-seven (1997), meeting at the Offices of the Ferrocarriles de Guatemala at ninth (9th) avenida eighteen hyphen zero three (18-03), zone one (1) of this Capital City, we, the undersigned members of the Bid Board for Onerous Usufruct of railroad equipment owned by Ferrocarriles de Guatemala: Carlos Alberto Moino González, President of the Bid Board, Raúl Francisco Manzo Castellanos, Internal Auditor for Ferrocarriles de Guatemala and Secretary of the Bid Board, and Messrs. José Miguel Carrillo Chinchilla, Chief of the Financial Department, Noé Villeda León, Secretary of the Mechanics Department, and Luis Rolando Hernández Castellanos, Mechanic, all of them Ferrocarriles de Guatemala employees, and regular members of the Bid Board, attest to our authority, in accordance with FEGUA Resolution Zero Eleven hyphen ninety-seven (011-97) dated the eighth (8th) of December, nineteen ninety-seven (1997). WE DECLARE: FIRST: That we have seen the files related to the Bid to receive, rate, and award the Onerous Usufruct of Railroad Equipment owned by Ferrocarriles de Guatemala, based on which the Bid Board proceeded, as specified in the Bidding Terms. SECOND: To review and analyze the bids, the Bid Board held several work meetings, performing a thorough analysis of the legal, technical, and economic aspects, in order to award the Bid in accordance with the provisions of the Bidding Terms, and thereby developing the respective comparative table. THIRD. The Bid Board, on the basis of Articles twenty-eight (28) and thirty-three (33) of the Government Procurement Law and Article twelve (12) of the regulations thereof, 9A. AVENIDA, 18-03, ZONA 1 – GUATEMALA, C.A. – Tels.: 232-7720 – 238-3661 – Fax: 238-3039 RESOLVES: TO UNANIMOUSLY AWARD the Onerous Usufruct Contract for Railroad Equipment owned by Ferrocarriles de Guatemala to DESARROLLADORA FERROVIARIA, S.A. FOURTH: The members of the Bid Board (Receipt, Rating, and Awarding) declare: we are in compliance with the contents of Article thirty-five (35) of the Government Procurement Law, that the only bidder shall be notified of the content of the Resolution reached. This certificate is concluded in the place and on the date where it began, at 10:30 a.m. It was read by the participants and its content, purpose, validity, and other legal effects are well understood. We accept, ratify, and sign in full concurrence. WE ATTEST. AND FOR SUBMISSION AS APPLICABLE, THIS CERTIFICATION IS ISSUED ON TWO SHEETS OF LETTER-SIZE BOND PAPER, WITH THE CUSTOMARY COMPANY LETTERHEAD. ORIGINAL SIGNED BY THE INTERNAL AUDITOR, IN GUATEMALA CITY, ON THE SEVENTEENTH OF DECEMBER OF NINETEEN NINETY-SEVEN. [Signature] [Stamp:] INTERNAL AUDIT AUDITOR FERROCARRILES DE GUATEMALA 9A. AVENIDA, 18-03, ZONA 1 – GUATEMALA, C.A. – Tels.: 232-7720 – 238-3661 – Fax: 238-3039