FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V.
SUMMARY OF THE RESOLUTIONS ADOPTED BY THE ANNUAL
SHAREHOLDERS' MEETING
(the "Meeting") MARCH 31, 2023
ATTENDANCE QUORUM 92.06%
The following resolutions were taken by the Meeting pursuant to the agenda:
First:The following reports and opinion were approved by the Meeting:
- the report of the Chief Executive Officer, which includes the individual and consolidated financial statements of the Company for the 2022 fiscal year. The financial statements may be accessed at the Annual Reports tab within the Financial Reports section of the Investors section our website at:https://femsa.gcs- web.com/static-files/518aa7d9-afa9-4e35-9c0b-1c9ffe4d1f54
- the opinion of the Board of Directors regarding the content of the report of the Chief Executive Officer;
- the reports of the Board of Directors regarding the main policies and accounting and information criteria applied during the preparation of the Company's financial information, and on their operations and activities; and
- the reports of the Audit Committee and the Corporate Practices and Nominations Committee;
In addition, the Meeting approved the Board of Directors and its Committees' performance and ratified all their actions carried out up to December 31st, 2022.
Second: The application of the results of the Company for the 2022 fiscal year was approved by the Meeting as follows:
- The net income of the Company for the 2022 fiscal year, which equals to $34,743'137,358.00 Mexican Pesos, shall remain in the account of retained earnings available for distribution.
- The Meeting approved the payment of a cash dividend for an amount of $12,246'519,120.00 Mexican Pesos, consisting of $0.6107 Mexican Pesos, for each series "B" share and $0.7634 Mexican Pesos for each series "D" share which amounts to Ps. $3.0536 Mexican Pesos per each FEMSA "B" Unit and Ps.$ 3.6644 Mexican Pesos, per FEMSA "BD" Unit.
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The dividend to be distributed that comes from the Net Taxable Income Account (CUFIN) as of December 31, 2013 will not be subject to income tax withholding up to the balance of the 2013 CUFIN held by the Company at the time of payment. Once this balance is exhausted, the dividend will come from the CUFIN generated as of fiscal year 2014, which will be subject to income tax withholding in accordance with articles 140 and 164 of the Income Tax Law (LISR) and the Double Taxation Avoidance Treaties in effect at the date of payment and will be paid in two installments. The first installment will be paid as of May 8, 2023 against delivery of coupon 3 and the second installment will be paid as of November 7, 2023 against delivery of coupon 4.
Third:The Meeting approved that the maximum amount of funds that may be used for the repurchase of the Company's stock for the current fiscal year, which runs from the date of this Meeting and until the next Annual General Ordinary
Shareholders' Meeting is held, to remain in the amount of Ps$17,000'000,000.00,
which amount does not exceed the total amount of the Company´s net income, including retained earnings.
Fourth: The Meeting approved the appointment of the following members of the Board of Directors of the Company, who were individually voted by the shareholders of the respective series, as follows:
Series "B" Directors
Proprietary Directors | Alternate Directors |
José Antonio Fernández Carbajal | Francisco Javier Fernández Carbajal |
Eva Maria Garza Lagüera Gonda | José Antonio Fernández Garza Lagüera |
Paulina Garza Lagüera Gonda | Mariana Garza Lagüera Gonda |
Francisco José Calderón Rojas | Diego Eugenio Calderón Rojas |
Alfonso Garza Garza | Juan Carlos Garza Garza |
Bertha Paula Michel González | Maximino José Michel González |
Alejandro Bailléres Gual | Arturo Fernández Pérez |
Bárbara Garza Lagüera Gonda | Javier Gerardo Astaburuaga Sanjines |
Enrique F. Senior Hernández | _ |
Michael Larson | Ricardo Guajardo Touché |
Series "D" Directors
Proprietary Directors
Ricardo E. Saldívar Escajadillo
Alfonso González Migoya
Víctor Alberto Tiburcio Celorio
Daniel Alegre
Gibu Thomas
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Alternate Directors for all Series "D" Propietary Directors
Michael Kahn
Francisco Zambrano Rodríguez
Jaime A. El Koury
The Series "D" Alternate Directors will substitute Series "D" Proprietary Directors in the order of their respective appointments.
Fifth:The Meeting approved the compensation to be paid to the members of the Board of Directors, the qualification of their independence and the appointment of the Chairman and Secretaries of the Board of Directors, as follows:
The Meeting approved that the compensation to be paid to the members of the Board of Directors for attending to each meeting of the Board of Directors, continues to be: (i) the amount of US$ 30,000.00 (thirty thousand dollars 00/100 currency of the United States of America) for each member of the Board of Directors with foreign nationality and residence, and (ii) the amount of US$ 18,000.00 (eighteen thousand dollars 00/100 currency of the United States of America) for all other members of the Board of Directors. These amounts will be paid in Mexican Pesos at the exchange rate published by Banco de Mexico in the Diario Oficial de la Federación for the payment of debts denominated in foreign currency payable in Mexico, on the date on which the payment is made.
The Meeting qualified Enrique F. Senior Hernández, Michael Larson, Ricardo Guajardo Touché, Ricardo E. Saldívar Escajadillo, Alfonso González Migoya, Víctor Alberto Tiburcio Celorio, Daniel Alegre, Gibu Thomas, Michael Kahn, Francisco Zambrano Rodríguez and Jaime A. El Koury, as independent directors.
The shareholders approved the appointment of Mr. José Antonio Fernández Carbajal as Executive Chairman of the Board of Directors, Mr. Alejandro Gil Ortiz as Proprietary Secretary of the Board of Directors (non-member) and Mr. Sergio
Rodríguez Pérez, as Alternate Secretary of the Board of Directors (non-member).
Sixth: The Meeting appointedthe following persons to serve on the Company's Operations and Strategy, Audit and Corporate Practices and Nominations Committees, including the Chairman of each of these Committees and approvedtheir compensation as follows:
Operations and Strategy Committee
José Antonio Fernández Carbajal
Ricardo E. Saldívar Escajadillo
Enrique F. Senior Hernández
Michael Larson
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Daniel Alegre
Javier Gerardo Astaburuaga Sanjines
Francisco Javier Fernández Carbajal
José Antonio Fernández Garza Lagüera
Ricardo Guajardo Touché
Michael Kahn
Gibu Thomas
Mr. José Antonio Fernández Carbajal was appointed as Chairman.
Audit Committee
Victor Alberto Tiburcio Celorio
Alfonso González Migoya
Francisco Zambrano Rodríguez
Mr. Victor Alberto Tiburcio Celorio was appointed as Chairman and Financial Expert of the Audit Committee.
Corporate Practices and Nominations Committee
Ricardo E. Saldívar Escajadillo
Jaime A. El Koury
Ricardo Guajardo Touché
Mr. Ricardo E. Saldívar Escajadillo was apponited as Chairman.
The Meeting approved that the compensation to be paid to the members of the Committees for attending to each of the Committees' meetings, continues to be: an amount of US$ 8,500.00 (eight thousand five hundred dollars 00/100 currency of the United States of America) for the Chairman of the Audit Committee; an amount of US$ 14,000.00 (fourteen thousand dollars 00/100 currency of the United States of America) for each Director member of the Committees with foreign nationality and residence; and an amount of US$ 7,000.00 (seven thousand dollars 00/100 currency of the United States of America) for the other Directors members of the Committees. These amounts will be paid in Mexican Pesos at the exchange rate published by Banco de Mexico in the Diario Oficial de la Federación for the payment of debts denominated in foreign currency payable in Mexico, on the date on which the payment is made.
Seventh: The Meeting appointed delegates to formalize and, if applicable, to notarize or register the agreements adopted by the Meeting.
Eighth: The minute of the Meeting was approved.
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FEMSA - Fomento Económico Mexicano SA de CV published this content on 31 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 March 2023 22:02:04 UTC.