It is proposed by the controlling shareholder of the

It is proposed by the controlling shareholder of the Company that the Board of Directors be
integrated for the period April 28, 2016 until the next shareholders meeting that shall
resolved the integration of such Board, by twelve Board members and there shall not be
any alternate member. The persons proposed to integrate the Board of Directors are as
follows:
JUAN PABLO DEL VALLE PEROCHENA, Chairman of the Board of Directors (Non
Independent Board Member) Industrial Engineer by Universidad Anáhuac, with a Master’s
in Business Administration by Harvard Business School. He is a member of the Board of
Directors of JCI Inc in the United States, Grupo Lala, Elementia and Grupo Pochteca. He
participates in different associations among which stands: Consulting Committee of
Harvard’s David Rockefeller Center for Latin American Studies, Fideicomiso del Colegio
de México, Fundación Kaluz, Chairman’s International Advisory Council of the Americas
Society, as well as the Latin American Conservation Council de The Nature Conservancy.
DON ANTONIO DEL VALLE RUIZ, Honorary and lifetime Chairman of the Board of
Directors, (Non Independent Board Member), Private Accouter, graduated from Escuela
Bancaria y Comercial, he has a degree as Business Executive Director by Instituto
Panamericano de Alta Dirección de Empresas. He is Honorary and Lifetime Chairman of
the Board of Directors of Kaluz and member of several Board of Directors, among them,
Elementia, Grupo Financiero Ve por Más, Teléfonos de México, Industrias Monterrey, Axa
Seguros (México), Escuela Bancaria y Comercial and Fundación ProEmpleo.
ADOLFO DEL VALLE RUIZ, Board Member (Non Independent Board Member), Private
Accouter, graduated from Escuela Bancaria y Comercial, he has a degree as Business
Executive Director by Instituto Panamericano de Alta Dirección de Empresas. He is
Chairman of the Board of Directors of Grupo Creática.
IGNACIO DEL VALLE RUIZ, Board Member (Non Independent Board Member), Private
Accouter, graduated from Escuela Bancaria y Comercial, he has a degree as Business
Executive Director by Instituto Panamericano de Alta Dirección de Empresas. He is
Chairman of the Board of Directors of Vialcoma, and member of several Board of
Directors, among them, Fincomún Servicios Financieros, Grupo Institución, Grupo Bepana
and Inmobiliaria Pabellón Altavista.
ANTONIO DEL VALLE PEROCHENA, Board Member (Non Independent Board Member),
He holds a degree in Business Administration from the Universidad Anahuac where he
obtained a masters in management. Also he has a graduate course in Senior Management
by the Instituto Panamericano de Alta Dirección de Empresas (IPADE) and a major in
literatura by the Universidad Iberoamericana. He is Chairman of the Board of Directors of
Grupo Financiero Ve por Más and Kaluz, he is also a member of the Board of Directors of
Banco Ve por Más, Elementia, Controladora GEK, Grupo Pochteca, Afianzadora Sofimex
and Byline Bank. He is also part of different Boards of Trustees.
MARIA GUADALUPE DEL VALLE PEROCHENA, Board Member (Non Independent
Board Member), she obtained her degree in Economics from Universidad Anáhuac. Also
she has a graduate course in Senior Management by the Instituto Panamericano de Alta
Dirección de Empresas (IPADE). She is a member of the Board of Director of Kaluz,
Banco Ve por Más and Controladora GEK.
JAIME RUIZ SACRISTAN, Board Member (Non Independent Board Member), he
obtained his degree in Business Administration by the Universidad Anáhuac, he has a
Masters in Bussines Administration by Northwestern University, in Evanston, Illinois. He is
founder and Chairman of the Board of Directors of Banco Ve por Más. He served as
President of the Asociación de Banqueros de México from March 2011 to March 2013.
Currently he is a member of the Board of Directors of Byline Bank. He is Chairman of the
Board of Directors of the Mexican Stock Exchange (Bolsa Mexicana de Valores) since
January 1st 2015. He is a member of several boards of directors of financial, industrial and
commercial companies.
FERNANDO RUIZ SAHAGUN, Independent Board Member, Public Accountant graduated
from Universidad Autónoma de México. Founder Partner of the firm Chevez, Ruiz,
Zamarripa y Cía., S.C. he is a member of the Colegio de Contadores Públicos de México,
Instituto Mexicano de Contadores Públicos, Instituto Mexicano de Ejecutivos de Finanzas,
International Fiscal Association (IFA). He participates as a member of the Board of
Director and of the Audit Commitee and Corporate Practices Commitee of several
companies such as: Bolsa Mexicana de Valores, Grupo Financiero Santander, Grupo
Palacio de Hierro, Grupo Pochteca, Kimberly Clark de México, S.D. Indeval, among
others.
EUGENIO SANTIAGO CLARIOND REYES RETANA, Independent Board Member, He
graduated with a Masters in Business Administration from ITESM. He is Chairman of
several Board of Directors such as: Grupo Cuprum, Grupo Cleber, Grupo FMC Capital,
Mexichem Amanco Holding and Fondo de Agua Metropolitano de Monterrey. He is
President of the Comité Estados Unidos-México de COMCE and member of the Board of
Director of several public and private companies amog which are: Grupo Industrial Saltillo,
Grupo Pochteca, Instituto Tecnológico y de Estudios Superiores de Monterrey (ITESM),
TEC Salud, Instituto Mexicano para la Competitividad (IMCO) and Consejo Mexicano de
Hombres de Negocios and he belongs to the Advisory Board of the College of Business
Administration of the University of Texas at Austin and the College of Engineering at the
University of California, San Diego. He is Honorary Consul of Brazil.
EDUARDO TRICIO HARO, Independent Board Member, he is an Agronomist Zootecnisist
Ingeneer graduated from Instituto Tecnológico y de Estudios Superiores de Monterrey. He
is Chairman of the Board of Director of Grupo Lala and member of the Board of Directors
of Aeroméxico, Televisa, Grupo Financiero Banamex, Grupo Porres, Nuplen Alimentos y
Aura Solar; as well as Vice President of the Consejo Mexicano de Negocios. He is also a
board member of various foundations and philanthropic organizations such as Hospital
Infantil de México “Federico Gómez”, Instituto Nacional de Cancerología, Instituto
Nacional de Ciencias Médicas y Nutrición Salvador Zubirán, The Woodrow Wilson
Institute, Mexicanos Primero, The Latin America Conservation Council of the Nature
Conservancy, among others.
GUILLERMO ORTIZ MARTINEZ, Independent Board Member, graduated from the
Escuela Nacional de Economía de la Universidad Nacional Autónoma de México, with a
Masters and Doctorate in Economics from Stanford University in the United States. He is
the Chairman of BTG Pactual in México and a member of Grupo de los Treinta, Center for
Financial Stability, SWIFT Institute, China’s International Financial Forum and the Council
on Global Financial Regulation, as well as President of the Per Jacobsson foundation. He
is the founder of GO & Asociados and member of the Consejo Consultivo de Calidad de
Vida del Gobierno del Distrito Federal. He was Chairman of the Board of Directors of
Grupo Financiero Banorte – Ixe from 2011 to 2014. He is a member of the Board of
Directors of Zurich Insurance Group Ltd. and member of the Board of Directors of
Weatherford International, as well as the mexican companies Aeropuertos del Sureste,
Grupo Comercial Chedraui and Vitro. He was Governor of the Banco de México from
January 1998 to December 2009 and Secretary of Hacienda y Crédito Público between
December 1994 and December 2009.
DIVO MILAN HADDAD, Independent Board Member, General Director of Stratigic
Investigation, Pro-Invest, Promotora Eco, Servicios de Comercio Electrónico, DAB-Invest y
Dimmag Invest. He is Chairman of the Board of Directors of the following companies:
Inmobiliaria del Norte, Pro-Invest, Organización del Norte, Promotora Eco, Servicios de
Comercio Electrónico and DAB Invest , Círculo de Crédito, Círculo Laboral, Grupo Aradam
y Quonia. He is also a member of the Boards of Directors of the following companies:
NetCapital (Escuela Tecnológica), Banco Ve por Más, Grupo Financiero Ve por Mas and
Elementia.