In Mexico
Financiera IndependenciaAntonio Jorge
+52 (55) 5229 0237 ajorgeg@independencia.com.mx
In the US
Breakstone GroupSusan Borinelli
646-330-5907 sborinelli@breakstone-group.com
Financiera Independencia Announces Resolutions Approved at the Ordinary Annual Shareholders' Meeting and the Extraordinary Shareholders' Meeting Held on April 28, 2014 MEXICO CITY, April 29, 2014 -- Financiera Independencia, S.A.B. de C.V., SOFOM, E.N.R. (BMV: FINDEP) ("Independencia" or the "Company") a leading Mexican microfinance lender of personal loans to lower income segment individuals and working capital loans through group lending microfinance, announced today that its shareholders adopted the following resolutions at the Company's Ordinary Annual Shareholders' Meeting and Extraordinary Shareholders' Meeting held on April 28, 2014. Resolutions Adopted by the Extraordinary Shareholders' Meeting I. First Item of the Agenda a. Approval to authorize the Company and any of its subsidiaries by appointment of the Board of Directors, as jointly liable or joint guarantors, to perform in one or more events, the issuance of Senior Unsecured Notes for an amount of as much as US$250,000,000 (two hundred and fifty million American Dollars) b. Approval of Messrs. Noel Gonzalez Cawley, Mauricio Galán Medina, Luis Miguel Díaz LlanezaLangenscheidt and Fernando Gutiérrez García Zepeda, to, jointly or separately, define all the characteristics, terms and conditions corresponding to the aforementioned Unsecured Notes issuance
Resolutions Adopted by the Ordinary Annual Shareholders' Meeting I. First Item of the Agenda a. Approval of the report submitted by the Chief Executive Officer to the Board of Directors, which contained the topics referred to by Article 172 of the Mexican General Companies Law, excluding subsection b) of this Article, for the fiscal year ended December 31, 2013, and according to Article 44, subsection XI of the Mexican Stock Market Law. b. Approval of the opinion submitted by the Board of Directors concerning the report submitted by the Chief Executive Officer with respect to the topics referred to by Article 172 of the MexicanGeneral Company Law, excluding subsection b) of this Article, pursuant to article 28, section IV, subsection c) of the Mexican Stock Market Law.
c. Approval of the report submitted by the Board of Directors, referred to by Article 172, subsection b) of the Mexican General Company Law, which contains the principal accounting and
information policies and criteria followed in the preparation of the Company's financial
information, according to Article 28, section IV, subsection d) of the Mexican Stock Market Law
Stock Market Law.
e. Approval of the report submitted by the Audit and Corporate Practices Committee with respect to its operations and activities during fiscal year 2013. II. Second Item of the Agenda a. Approval of the report presented by the Board of Directors, concerning the compliance of theCompany's tax obligations, according to Article 86, section XX of the Mexican Income Tax Law.
III. Third Item of the Agenda a. Note was taken of the explanation given by the President of the Board about the results of theCompany shown in the audited financial statements regarding fiscal year 2013.
b. Note was taken of the net income of the Company during fiscal year 2013, in the amount of Ps.
$254,110,626.00 (Two hundred fifty four million, one hundred and ten thousand, six hundred and twenty six pesos 00/100 Mexican Pesos). No sum would be applied to the legal reserve,
because the Company has sufficient reserves.
Ángel Rodríguez Acosta, Horacio Altamirano González and Guillermo Daniel Barroso Montull, are independent members of the Board of Directors.
c. Approval, in accordance with resolutions 10 to 13, that the Board of Directors of the Company shall be integrated as follows:Proprietary members Substitute
José L. Rión Santisteban N/A Roberto Alfredo Cantú López N/A Carlos Morodo Santisteban N/A Noel González Cawley N/A Ana Paula Rión Cantú N/A José Rión Cantú N/A
Maite Rión Cantú N/A Mauricio Galán Medina N/A
Independent Proprietary members
Héctor Ángel Rodríguez Acosta N/A Roberto Servitje Achútegui N/A José Ramón Elizondo Anaya N/A Carlos Javier de la Paz Mena N/A Guillermo Daniel Barroso Montull N/A Horacio Altamirano González N/A
d. Ratification of Mr. José Luis Rión Santisteban as President of the Board of Directors.
e. Approval that each member of the Board of Directors shall earn, during the fiscal year 2014, with effects from January the 1st, 2014, for the performance of their duties: (i) annually, an amount of four (4) fifty-pesos coins known as "centenarios", or its equal in Mexican pesos; and (ii) one (1) fifty-pesos coin known as "centenario", or its equivalent in Mexican pesos, for each
Board of Directors meeting they assist to. The Company will assume all the taxes generated by such payment
Directors and Ms. Nicole Haidar Olascoaga as Pro-Secretary (non-member) of the Board of
Directors.
Practices Committee.
c. Approval, in accordance with resolutions 18 to 19 above, that the Audit and Corporate PracticesCommittee shall be integrated as follows:
Audit and Corporate Practices Committee Carlos Javier de la Paz Mena - President José Ramón Elizondo Anaya
Roberto Servitje Achútegui
Héctor Ángel Rodríguez Acosta
d. Approval that each member of the Audit and Corporate Practices Committee shall earn, during the fiscal year 2013, with effects from January the 1st, 2014, for the performance of their duties: (i) one (1) fifty-pesos coin known as "centenario", or its equivalent in Mexican pesos, for each
Audit and Corporate Practices Committee they assist to. The Company will assume all the taxes generated by such payment
Mexican pesos. The Company will assume all the taxes generated by such payment.
VI. Sixth Item of the Agenda a. Approval of the report submitted by the Board of Directors, concerning the purchases of theCompany's own shares as of December 31st, 2013.
b. Approval of the maximum amount that may be used by the Company to repurchase its own shares during fiscal year 2014, pursuant to and for the effects of Article 56, section IV, of theMexican Stock Market Law, and as long as the General Shareholders Meeting decide otherwise, in the amount of Ps. $500,000,000.00, (two hundred million Mexican pesos) subject to the condition that this amount does not exceed the total net income of the Company, including retained income.
VII. Seventh Item of the Agenda a. Appointment of Messrs. José L. Rión Santisteban, Noel González Cawley, Luis Miguel Díaz Llaneza Langenscheidt, Nicole Haidar Olascoaga and Iker Ignacio Arriola Peñalosa, to act on behalf of the Company to formalize totally or partially the present act, to issue copies of it when asked, and to obtain its corresponding registration in the Public Registry of Commerce in Mexico City, if necessary. b. Appointment of Messrs. José L. Rión Santisteban, Noel González Cawley, Luis Miguel DíazLlaneza Langenscheidt, Nicole Haidar Olascoaga and Iker Ignacio Arriola Peñalosa, to present and publish, if necessary, all the notices required or derived from the agreements made during the present Annual Ordinary Shareholders Meeting.
VIII. Eight Item of the Agenda a. Approval of the present and its sign by the President and the Secretary of the Meeting. About Financiera Independencia:Financiera Independencia, S.A.B. de C.V., SOFOM, E.N.R. (Independencia), is a Mexican microfinance lender of personal loans to individuals and working capital loans through group lending microfinance. Independencia provides microcredit loans on an unsecured basis to individuals in the low-income segments in Mexico in urban and rural areas of both the formal and informal economy. As of March 31, 2014, Independencia had a total outstanding loan balance of Ps.6,700.9 million, operated 561 offices in Mexico, Brazil, and the US and had a total labor force of 11,523 people. The Company listed on the Mexican Stock Exchange on November 1, 2007, where it trades under the symbol "FINDEP". On November 30, 2009
Independencia launched a sponsored Level I American Depositary Receipt (ADR) program in the United States. Each ADR represents 15 shares of Independencia common stock and trades over-the-counter (OTC). More information can be found at www.findep.mx
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