CORPORATE BYLAWS OF THE DIVESTED
ELEKTRAFIN COMERCIAL, S.A. DE C.V.
NAME, PURPOSE, DOMICILE AND DURATION
Article First The company is called "ELEKTRAFIN COMERCIAL."
This name when used shall be followed by the words
"SOCIEDAD ANONIMA DE CAPITAL VARIABLE," or the
initials thereof, "S.A. de C.V."
Article Second: The purpose of the company is:
a) To establish, organize, hold an interest in and to
invest in the capital and equity of all types of
companies and associations, and commercial,
industrial, commercial, services, concessionaire,
tourism companies or those of any other nature, both
national and foreign, as well as in depositary
receipts, to the extent allowed by Law.
b) To acquire, trade and in general negotiate all
types of shares, parts of corporations, shareholdings
or interest and any security allowed by Law.
c) To issue, subscribe, accept, endorse, guarantee
and negotiate all types of credit instruments or
securities allowed by Law.
d) To obtain and grant loans, with or without a
guarantee, which do not imply the performance of acts
reserved for Credit institutions, pursuant to Credit
Institutions Law.
e) To grant guarantees and sureties of any type, real
or personal, with respect to the company's
obligations or those of third parties with which the
company has business relations.
f) The purchase, sale, lease or use, under any legal
title, of chattel for the establishment of stores,
offices, warehouses, workshops and other facilities
required for the performance of the activities cited
in the preceding articles.
g) To take money in loan and to grant loans or
financing to companies or associations in which the
company is a partner or shareholder, to those which
are partners or shareholders in the company, as well
as any other natural or legal person with which it
has or comes to have direct or indirect commercial
ties through affiliated or subsidiary companies or
associations.
h) To surety or in any other manner guarantee
obligations belonging to the company or to third
parties, onerously or gratuitously, being able to
accept or establish real or personal guarantees.
i) To provide and receive all types of services to or
from third parties, such as, but not limited to,
management, financial or commercial consulting and
other areas of business related to their corporate
purposes.
j) Act as an agent, intermediary, broker, commission
agent, factor or representative of all types of
natural or legal persons, including domestic or
foreign, public or private companies or associations.
k) To hold, acquire or exploit all types of
intellectual or industrial property rights,
including patents, trademarks, trade names and
copyrights, and
l) In general, perform any act or enter into all
types of contracts which are required or convenient
for the achievement of the corporate objectives
described above.
Article Third The company's domicile is Mexico City, Federal
District, and it is authorized to establish offices,
representative offices, agencies and branches in any
part of the Mexican Republic and abroad and to
indicate contractual domiciles in the legal acts and
operations it performs, without such meaning a change
of its corporate domicile.
Article Fourth The duration of the company shall be through
January 1, 2100.
Article Fifth The Company is of Mexican nationality, and its
foreign partners, present or future, agree pursuant
to the stipulations of Section I of Article 27 of the
General Constitution of the Republic to consider
themselves as nationals with respect to the interests
they acquire and therefore not to invoke the
protection of their governments with respect thereto
under penalty in case of breaching the agreement of
losing to the Nation's benefit such assets and/or
interests as they may have acquired in virtue
thereof. Likewise, the shareholders shall subject
themselves to the stipulations of the Foreign
Investment Law and the Regulation of the Foreign
Investment Law and the National Registry of Foreign
Investment for the purposes of the authorizations
and operations which are required for it objective.
SHARE CAPITAL AND SHARES
Article Sixth The share capital is variable. The minimum
fixed capital without a right to be redeemed is the
amount of 25,000,000.00 (TWENTY-FIVE MILLION PESOS
AND 00/100 NATIONAL CURRENCY), represented by 1,000
(ONE THOUSAND) common registered Series "A" shares
without par value, fully subscribed and paid in.
The variable capital is susceptible to increases and
reductions by resolution of the Special Meeting of
Shareholders.
Article Seventh The share capital is divided into common,
ordinary registered shares without par value. Shares
grant equal rights and in General Meetings of
Shareholders each share shall represent one vote and
its owner may exercise the right to vote among the
rights which are granted to the respective series.
They shall be represented by provisional certificates
and then by definitive securities and the latter
shall have coupons attached.
Article Eighth The share securities shall contain the
requirements specified by Article One Hundred
Twenty-Five of the General Commercial Companies Law,
in addition to the clause related to foreigners which
appears in these bylaws and the content of the next
Article. They shall be issued with the signature of
two directors, one of them the President, or by the
Sole Administrator, if appropriate, within a period
which shall not exceed one year.
Article Ninth The company shall consider the owner of the shares to
be whoever appears as such in the shareholder
registry which the company shall keep. At the
request of any interested party, the company shall
register in the aforementioned registry such
transactions as are effected. For the transfer of
shares authorization from the managing body shall be
sufficient; the remaining shareholders have a
period of fifteen business days calculated from the
authorization to exercise or not their right of
preference in proportion to the number of shares
of which they are owners.
Article Tenth The company's variable capital is susceptible
to increases and reductions without a need to modify
the corporate bylaws and with mere formalities
established in the respective chapter of the General
Commercial Companies Law.
All increases or reduction in the share capital shall
be recorded in the shareholder registry which the
company keeps in that regard.
A) Increase in Capital. An increase in the fixed or
variable capital may not be declared if all the
shares previously issued by the company are not
completely subscribed and paid in. When the share
capital is increased, shareholders have a
preferential right in proportion to the number of
shares to subscribe such as are issued.
B) Reduction in Capital. A reduction in the share
capital shall be effected by amortizing full shares
and by reimbursing shareholders. The designation of
the shares for the reduction shall be made by
agreement of a majority of shareholders or in the
absence thereof by drawing before a Notary Public.
Article Eleventh If in the case cited in item B) of the
preceding article, once the designation of the shares
has been made, a notification shall be published in
the entity's official newspaper where the company has
its domicile, indicating that the amount of the
reimbursement will be made available to the
respective shareholders once the period cited in
Article 220 of the General Commercial Companies Law
has transpired, in the offices of the company without
accruing any interest whatsoever.
Article Twelfth If there is a foreign interest in the company's share
capital, the following shall be observed:
The foreign investment may have an interest in any
proportion of the share capital without further
reservations, modalities or exceptions other than
those indicated in the Foreign Investment Law and in
the Regulation of the Foreign Investment and the
National Foreign Investment Registry Law.
The company shall ensure that its purpose in the
future does not include the activities reserved for
the State, which are contained in Article Fifth of
the Foreign Investment Law and the Regulation of the
Foreign Investment and National Foreign Investment
Registry Law, and it shall also ensure, if
appropriate, that the Mexican interest be increased,
including to one hundred percent, to respect the
minimum percentage thereof, in the cases contained in
the Foreign Investment Law and the aforementioned
Regulation.
Investments made by foreigners in the country as
immigrants is equivalent to Mexican investment except
for those reserved activities cited in the Foreign
Investment Law.
In any case, the shares into which the share capital
belonging to Mexican shareholders is divided shall
always be Series "A" or Mexican, while the shares
whose owners are of foreign nationality shall be
Series "B" or freely subscribed.
Article Thirteenth The management of the company shall be
entrusted to a Sole Administrator or a Board of
Directors of more than five and fewer than thirteen
members, as determined by the Regular General Meeting
of Shareholders. The former or the latter need not be
shareholders. Directors shall be responsible for
representing the company and they shall have the
authorities granted to them by these bylaws and the
applicable laws.
Article Fourteenth The Sole Administrator or such Directors
as the Meeting of Shareholders designates shall
remain in their positions permanently, until the new
designate or designates to replace them take
possession thereof.
Article Fifteenth The Sole Administrator or the Board of Directors, if
appropriate, shall have the following authorities:
I. To perform all operations inherent to the
company's purpose, except such as by Law or
by these bylaws correspond only to the
meetings of shareholders.
II. Enter into, modify, novate and rescind all
types of contracts and agreements and in
general take all actions which are related
directly or indirectly to the company's
purposes. Contract loans related to
financing and agriculture. Grant and sign
credit instruments.
III. Acquire such chattel and real property as
permitted by law.
IV. Trade and encumber with liens, mortgages or
in another manner, the company's chattel and
real property.
V. Waive the company's personal or real rights
or those of another nature.
VI. Waive the jurisdiction of the company's
domicile and subject it to another
jurisdiction.
VII. Name and remove factors, agents and
employees of the company and establish their
authorities, obligations and remunerations.
VIII. Establish branches and agencies in any place
in the Republic or abroad and close them.
IX. Such others as correspond by Law or as per
the bylaws.
X. In general, and without prejudice to the
preceding authorities, they shall be
invested with the powers of attorney which
are indicated below.
A GENERAL POWER OF ATTORNEY FOR LITIGATION
AND COLLECTIONS, with all the general and
special authorities which require a special
clause pursuant to the law, under the terms
of the first paragraph of Article Two
Thousand Five Hundred Fifty-Four of the
Civil Code in effect for the Federal
District and Article Two Thousand Five
Hundred Eighty-Seven of the law itself and
the corresponding articles of the Civil
Codes of the places where this power of
attorney is exercised.
The attorney is authorized to make and
answer petitions, and to perform the other
actions cited in the second of the
aforementioned precepts, having invested
with the legal representation of the company
and therefor authorized to appear before
local and federal Boards of Conciliation and
Arbitration and labor authorities, where
they may enter into arbitration settlements,
answer litigation, file motions, answer
interrogatories, under the terms of Articles
Seven Hundred Eighty-Six, Seven Hundred
Eighty-Seven, Eight Hundred Seventy-Six,
Eight Hundred Seventy-Seven, Eight Hundred
Seventy-Eight and other related articles of
the reformed Federal Labor Law, to make
criminal complaints and accusations, abandon
them, grant the appropriate pardon when
appropriate, establish themselves as third
parties with the Public Ministry and abandon
defenses.
GENERAL POWER OF ATTORNEY FOR ACTS OF
MANAGEMENT, with all administrative
authorities under the terms of the second
paragraph of Article Two Thousand Five
Hundred Fifty-Four of the Civil Code for the
Federal District and the related articles of
the Civil Codes of the places where this
power of attorney is exercised.
GENERAL POWER OF ATTORNEY FOR ACTS OF
DOMINION, by which the agent shall have all
the rights of an owner, both with respect to
the constituent's assets and to take all
types of actions in order to defend them,
under the terms of the third paragraph of
the aforementioned precept and its related
precepts in the Civil Codes of the place
where this power of attorney is exercised.
POWER OF ATTORNEY TO SIGN AND TO EXECUTE ALL
TYPES OF CREDIT INSTRUMENTS under the terms
of Article Ninth of the General Credit
Instruments and Transactions law and its
related articles in the Body of Law of any
other place.
POWER OF ATTORNEY to grant guarantees.
POWER OF ATTORNEY to grant general and
special powers of attorney and to revoke
them.
In any case the general meeting of shareholders may
restrict the authorities granted to the management
body.
Article Sixteenth When the General Meeting decides that the company
will be managed by a Board of Directors, it shall
function as follows:
I. It shall be composed of more than five and
fewer than thirteen full directors. The
meeting of shareholders itself may also name
an alternate director for each full
director.
II. Alternate directors shall take office when
called by the Board, due to the temporary or
permanent absence of the respective full
directors.
III. The board shall meet whenever necessary,
provided that they are called by the
President or by two directors by means of
certified letter addressed to the domiciles
of the other directors.
IV. For the board to function legally at least
half of its members must attend and its
resolutions shall be valid when taken by a
majority of those present. Minutes shall be
prepared for each Board meeting which shall
contain the resolutions approved, which
shall be signed by the person who presided
over the meeting and by the Secretary. For
votes, the President of the Board of
Directors shall have the tie-breaking vote
in case of a tie.
V. Such certified copies or extracts of the
Board's minutes as must be issued for any
reasons, shall be authorized by the
Secretary.
VI. The position of director is compatible with
that of Manager.
VII. Resolutions taken outside the board
meetings, by unanimity of the members, shall
for all legal effects have the same validity
as if they had been adopted in a meeting of
the board, provided that are confirmed in
writing.
Article Seventeenth The Sole Administrator and the Board of
Directors, as the case may be, may name a Manager
with such authorities as they deem appropriate. The
Manager is subject to the instructions given to him
by either the Sole Administrator or the Board of
Directors.
SUPERVISION
Article Eighteenth The General Meeting of Shareholders shall
name one or more full Shareholders Representatives
and it may also name one or more alternates. The
Shareholders Representatives may be shareholders or
persons outside the company and they shall have the
functions and responsibilities stipulated in Article
166 of the General Commercial Companies Law and
related laws.
MEETINGS OF SHAREHOLDERS
Article Nineteenth The General Meeting of Shareholders is the
company's supreme body; it may agree and confirm all
actions and operations thereof, and its resolutions
shall be executed by such person as it designates or
in the absence of such designation, by the
administrator or the Board of Directors.
The General Meetings may be special or regular. Those
which treat matters which are not listed in Article
182 of the General Commercial Companies Law, but
obligatorily those listed in Article 181, shall be
regular.
The Regular Meeting shall meet at least once a year,
on the date established by the management body, but
always within the first four months subsequent to the
close of the preceding fiscal year.
Article Twentieth The notification shall be made by the Sole
Administrator or by the President, the Secretary of
the Board of Directors or two of its members or the
Shareholders Representative, and it shall be
published in one of the wide circulation newspapers
of the company's domicile, at least fifteen days in
advance of the date the Meeting is to be held. The
notification shall contain the order of the day and
be signed by whoever makes it.
For a Regular Meeting to be deemed to have met
legally in virtue of the first notification, at least
half the share capital must be represented and
resolutions shall only be valid when taken by a
majority of the votes present. In Special Meetings,
under the first notification, at least three-fourths
of the share capital shall be represented and
resolution shall be taken by a vote of the shares
which represent half the share capital. If the
Meeting cannot be held on the day indicated, a second
notification shall be made stating this circumstance
and the meeting shall resolve on the matters of the
Order of the Day regardless of the number of shares
represented. In the case of Special Meetings,
decisions shall always be taken by a favorable vote
of the number of shares that represent at least half
the share capital.
Article Twenty-First For shareholders to have a right to
attend the meetings, they shall present therein their
share certificates. They may also deposit them in the
Office of the Secretary of the Company or in a credit
institution in the Republic or abroad and in these
cases, instead of the share certificates they shall
present prior to the meeting the certificate issued
by the Office of the Secretary of the Company or by
the corresponding credit institution that proves the
deposit, which document shall contain the number of
shares of which they are owners.
Article Twenty-Second Once a meeting has been convened
legally, if for lack of tie it cannot resolve the
matters for which it was convened, it may adjourn the
meeting to continue it on another day or days,
without requirement of a new notification.
Article Twenty-Third General Meetings shall be presided over
by the Sole Administrator or by the President of the
Board of Directors and the Secretary of the Board
itself shall act in that capacity. If the President
does not attend, the person elected by those
attending shall act as such. Likewise, the President
of the Meeting shall be elected when the
Administrator is absent and the Secretary when the
one of the Board is not present or there is no
Secretary. The President shall name two persons from
among those attending as inspectors.
Article Twenty-Fourth Votes shall be viva voce unless any shareholder
requests that they be by roll call or by ballot.
Article Twenty-Fifth Those attending shall prepare minutes
for meetings which were not convened due to a lack of
quorum, which minutes shall be signed either by those
acting as President and Secretary of the Meeting or
the attendees thereat in the case of the absence of
the latter, as well as by such Shareholders
Representatives as attend.
Article Twenty-Sixth Resolutions taken outside the meeting by
unanimity of shareholders who represent all shares
shall have, for all legal purposes, the same validity
as if they had been adopted by the shareholders
meeting in a General Meeting provided that are
confirmed in writing.
DISTRIBUTION OF PROFITS AND LOSSES
Article Twenty-Seventh The fiscal year shall commence on January first and
shall end on December thirty-first.
Article Twenty-Eighth Such profits as are obtained in each
fiscal year, pursuant to the financial statements,
shall be distributed in the following manner:
I. Five percent shall be set aside to form and
to reestablish, if appropriate, the reserve
fund up to the amount of one-fifth of the
share capital.
II. Such amount as is designated by the meeting
to compensate the Sole Administrator or the
members of the Board of Directors, as the
case may be, and the Shareholders
Representative or Representatives, shall be
set aside.
III. Such amounts as the meeting decides to form
provision funds shall be applied.
IV. The remainder shall be distributed among
shareholders in proportion to the amount of
their shares shown. Profits shall not be
distributable until they are converted into
cash or divisible in kind; in the meanwhile,
they shall be applied to the profit
distributable account. No share whatsoever
of the profits shall be granted to the
founders, who only as shareholders shall
have a right to receive dividends
corresponding to such shares as they hold.
In any case the stipulations of Article
Nineteenth of the General Commercial
Companies Law shall be followed.
Article Twenty-Ninth Such losses as exist shall be
distributed among shareholders in the same manner and
proportion indicated for the distribution of profits
in the preceding article, with the limitation in
their favor in Article Eighty-Seven of the General
Commercial Companies Law.
DISSOLUTION AND LIQUIDATION
Article Thirtieth The company shall be dissolved in advance if
so resolved by a special general meeting of
shareholders.
The Meeting which agrees or which recognizes the
dissolution of the company shall elect one or more
liquidators, who shall execute the liquidation
subject to the Law. They shall have such authorities
as these bylaws indicate for the management body.
Article Thirty-First For all matters not stipulated in these
bylaws, the stipulations of the General Commercial
Companies Law shall be followed supplementarily.
TRANSITIONAL ARTICLES
FIRST The 1,000 (ONE THOUSAND) shares which represent the company's
share capital are distributed in the following manner:
SHAREHOLDER SHARES
----------- ------
Grupo SYR, S.A. de C.V. 998
Ricardo Martinez Cruz 1
Colchones Coloso, S.A. 1
--------
Total 1,000
SECOND The shareholders meeting in their first Consultative General
Meeting adopt the following
RESOLUTIONS
1. The management of the company is entrusted to a Sole
Administrator, naming Mr. Francisco Eduardo Helguera Ramirez,
who prior to this date accepted the position to which he has
been named, it being agreed not to order any surety whatsoever
for him to guarantee the performance of his functions.
To exercise his functions, Mr. Francisco Javier Helguera
Ramirez has been granted the authorities contained in Article
Fifteenth of the Corporate Bylaws, except that of subscribing
and granting credit instruments, granting guarantees and acts
of dominion without authorization from the Meeting.
2 Mr. Francisco Javier Soni Ocampo, C.P.A., is named as Full
Shareholders Representative of the company and Mr. Manuel
Cueto Vega, C.P.A., is named as Alternate Shareholders
Representative.
3. The following powers of attorney for Elektrafin Comercial,
S.A., de C.V., are granted.
A. In favor of Mr. Ricardo Benjamin Salinas Pliego, a general
power of attorney for him to exercise the following
authorities:
a) A general power of attorney for litigation and collections
with all the general authorities and even with the special
ones which pursuant to the Law require a special clause under
the terms of the first paragraph of Article 2554 of the Civil
Code for the Federal District and the related articles of the
Civil Codes for the States of the Mexican Republic for which
reason he may, by way of example but not limited to, file and
abandon all types of procedures, including to abandon cases of
constitutional protection, to settle in arbitration, to
prepare interrogatories but not to answer them, to settle in
arbitration, to recuse, to make assignments of assets, to
receive payments and to file complaints and accusations in
criminal matters and to abandon the same when permitted by Law
and, in general, to represent the company before all types of
private parties and all types of administrative, judicial or
labor authorities, federal or local in nature, and before
federal and local Boards of Conciliation and Arbitration, and
other labor authorities;
b) A general power of attorney for acts of management under
the terms of the second paragraph of Article 2554 of the Civil
Code for the Federal District and its related articles of the
Civil Codes for the States of the Mexican Republic;
c) For acts of dominion under the terms of the third paragraph
of Article 2554 of the Civil Code for the Federal District and
its related articles of the Civil Codes for the States of the
Mexican Republic;
d) The following authorities and delegations are granted to
the agent in labor matters:
(i) Legal representation of the company pursuant to and for
the purposes of Articles 11, 46, 47, 132 Sections XV, XVI and
XVII, 134 Section III, 689 Sections I, II and III, 786, 787,
873, 874, 875, 876, 878, 880, 883, 884, 895 and subsequent,
905 and subsequent and 926 and subsequent of the Federal Labor
law;
(ii) Employer representation of the Company, under the terms
of Article 11 of the Federal Labor Law, for the purposes of
any conflict which might be filed against the company;
(iii) A general power of attorney for collections and acts of
administration, with all the general authorities and even the
special ones which pursuant to the Law require a special power
of attorney or clause, under the terms of the first two
paragraphs of Article 2554 of the Civil Code for the Federal
District, including, by way of example but not limited to, the
authorities indicated in Article 2587 of the aforementioned
Civil Code and its related articles in the Civil Codes for the
other States of the Mexican Republic and in Articles 11, 689
to 693 of the Federal Labor Law;
(iv) The power of attorney granted, the legal representation
which is delegated, and the employer representation which is
granted by means of the present instrument shall be
exercised by the agent with the following authorities which
are listed by way of example and not as a limitation, to act
before the union or unions with which there exist collective
or employment contracts and for all the purposes of
individual or collective conflicts; in general, for all
employer / employee conflicts, especially before the
Department of Labor and Social Security, its Offices,
Departments, Officials and Commissions in all matters
related to training, safety and hygiene and before the
Mexican Institute of Social Security, National Workers
Housing Fund and National Workers Consumption Fund, to
exercise before any of the labor authorities cited in the
Federal Labor Law; he may also appear before Boards of
Conciliation and Arbitration, whether local or federal or
before Temporary or Permanent Boards; as a result, he shall
have employer representation of the Company for the purposes
of Article 11, 46, 47, 134 Section II and 692 and other
related articles of the Federal Labor Law and also for the
legal representation of the company for the purposes of
proving agency and capacity in court or outside; he may, as
a result, also appear to hear verbal testimony under the
terms of Articles 787 and 788 of the Federal Labor Law, with
the broadest authorities to prepare but not to answer
interrogatories, to give verbal evidence in all its parts;
he may also indicate a domicile to receive notifications,
under the terms of Article 866 of the Federal Labor law; he
may appear with all designated sufficient legal
representation to conciliation hearings for litigation,
motions, the offering and acceptance of evidence cited in
Article 873 of the Federal Labor Law in all its three
phases, for conciliation, litigation and motions, the
offering and acceptance of evidence, under the terms of
Articles 875, 976 Sections I and IV, 877, 878, 879, and 880
of the Federal Labor Law; he may also attend hearings to
give evidence, under the terms of the terms of Articles 873
and 874 of the Federal Labor Law; likewise, authorities are
granted to the agent to propose conciliation settlements, to
enter into arbitration settlements, to take all types of
decisions, to negotiate and to sign labor agreements; at the
same time, he may act as the company's representative in his
capacity as labor administrator with respect to and for all
types of labor cases or procedures which are prosecuted
before any authorities of a labor nature and exercise all
types of actions, motions, defenses and counterclaims and to
agree to arbitration for such purposes. The agent shall
enjoy all the authorities of a general agent for litigation
and collections and acts of management, under the terms of
the first two paragraphs of Article 2554 of the Civil Code
for the Federal District including, by way of example but
not limited to, the authorities indicated in Article 2587 of
the aforementioned Civil Code and its related articles of
the Civil Codes for the other states of the Mexican Republic
in which the present power of attorney is exercised, and may
also file any appeal or incidental procedure which is
appropriate, as well as filing a direct or indirect case of
constitutional protection and even to abandon them;
e) A power of attorney to grant, sign, endorse, guarantee and
in any other manner negotiate credit instruments, under the
terms of Article ninth of the General Credit Instruments and
Transactions Law;
f) Authority to open, operate and cancel accounts of all
types, in any financial institution, national or foreign, as
well as to make deposits and to draw against them and to
designate and cancel the designation of persons who draw
against the same;
g) Authority to replace and to grant general or special powers
of attorney within the limit of the aforementioned authorities
and to revoke such powers of attorney as he grants in exercise
of this authority.
B. A general power of attorney for acts of dominion under the
terms of the third paragraph of Article two thousand five
hundred forty-four of the Civil Code for the Federal District
and its related articles of the Civil Codes for the States of
the Mexican Republic, in favor of Messrs. Pedro Logona
Padilla, Ricardo Martinez Cruz, Arturo Ramos Ochoa, and
Filberto Jimenez Diaz, who, to exercise them, shall do so
jointly between two of them, with the understanding that thee
other agents may only exercise this authority when they
exercise it jointly with one of either Messrs. Pedro Padilla
Longona or Ricardo Martinez Cruz.
C. A general power of attorney for litigation and collections
with all the general authorities and even with the special
ones which, pursuant to the Law, require a special clause,
under the terms of paragraph one of Article 2554 of the Civil
Code for the Federal District and its related articles of the
Civil Codes for the States of the Mexican Republic, which is
granted to Messrs. Pedro Padilla Longona, Ricardo Martinez
Cruz, Arturo Ramos Ochoa, Filberto Jimenez Diaz, Luis Jorge
Encharte Fernandez, Gustavo Vega Vazquez, Pablo Prudencio
Colado Casares, Javier Sarro Cortina, Jorge Narvaez Mazzini,
Mauro Aguirre Regos, Gonzalo Garcia de Luca, Fernando Roberto
Garcia Rochin, Victor Manuel Ruiz Ramirez and Gabriel
Roqueferi Relo, which they may exercise individually. By way
of example, but not limited thereto, the agents are authorized
to file and abandon all types of procedures, including to
abandon cases of constitutional protection, to settle, to
agree to arbitration, to make and answer interrogatories, to
agree to arbitration, to recuse, to make assignments of
assets, to receive payments and to file complaints and
accusations in criminal matters and to abandon the same when
permitted by Law and, in general, to represent the company
before all types of private parties and all types of
administrative, judicial or labor authorities, federal or
local in nature, and before federal and local Boards of
Conciliation and Arbitration, and other labor authorities;
D. A general power of attorney for acts of management under
the terms of the second paragraph of Article 2554 of the Civil
Code for the Federal Districts and its related articles of the
Civil Codes for the States of the Mexican Republic, which is
granted in favor of Messrs. Pedro Padilla Longona, Ricardo
Martinez Cruz, Arturo Ramos Ochoa, Filberto Jimenez Diaz, Luis
Jorge Echarte Fernandez, Gustavo Vega Vazquez, Pablo Prudencio
Colado Casares, Javier Sarro Cortina, Jorge Narvaez Mazzini,
Mauro Aguirre Regis, Gonzalo Garcia de Luca, Fernando Roberto
Garcia Rochin, Victor Manuel Ruiz Ramirez and Gabriel
Roqueferi Relo, which they may exercise individually.
E. The following powers of attorney and authorities in labor
matters in favor of Messrs. Pedro Padilla Longona, Ricardo
Martinez Cruz, Arturo Ramos Ochoa, Filberto Jimenez Diaz, Luis
Jorge Echarte Fernandez, Gustavo Vega Vazquez, Pablo Prudencio
Colado Casares, Javier Sarro Cortina, Jorge Narvaez Mazzini,
Mauro Aguirre Ragis, Gonzalo Garcia de Luca, Fernando Roberto
Garcia Rochin, Victor Manuel Ruiz Ramirez and Gabriel Roquefi
Relo, who may exercise it individually.
(i) Legal representation of the company pursuant to and for
the purposes of Articles 11, 46, 47, 132 Sections XV, XVI and
XVII, 134 Section III, 689 Sections I, II and III, 786, 787,
873, 874, 875, 876, 878, 880, 883, 884, 895 and subsequent,
905 and subsequent and 926 and subsequent of the Federal Labor
law;
(ii) Employer representation of the Company, under the terms
of Article 11 of the Federal Labor Law, for the purposes of
any conflict which might be filed against the company;
(iii) A general power of attorney for collections and acts of
administration, with all the general authorities and even the
special ones which pursuant to the Law require a special power
of attorney or clause, under the terms of the first two
paragraphs of Article 2554 of the Civil Code for the Federal
District, including, by way of example but not limited to, the
authorities indicated in Article 2587 of the aforementioned
Civil Code and its related articles in the Civil Codes for the
other States of the Mexican Republic and in Articles 11, 689
to 693 of the Federal Labor Law;
(iv) The powers of attorney granted, the legal
representation which is delegated, and the employer
representation which is granted by means of the present
instrument shall be exercised by the agents with the
following authorities which are listed by way of example and
not as a limitation, to act before the union or unions with
which there exist collective or employment contracts and for
all the purposes of individual or collective conflicts; in
general, for all employer / employee conflicts, especially
before the Department of Labor and Social Security, its
Offices, Departments, Officials and Commissions in all
matters related to training, safety and hygiene and before
the Mexican Institute of Social Security, National Workers
Housing Fund and National Workers Consumption Fund, to
exercise before any of the labor authorities cited in the
Federal Labor Law; they may also appear before Boards of
Conciliation and Arbitration, whether local or federal or
before Temporary or Permanent Boards; as a result, they
shall have employer representation of the Company for the
purposes of Article 11, 46, 47, 134 Section II and 692 and
other related articles of the Federal Labor Law and also for
the legal representation of the company for the purposes of
proving agency and capacity in court or outside; they may,
as a result, also appear to hear verbal testimony under the
terms of Articles 787 and 788 of the Federal Labor Law, with
the broadest authorities to prepare but not to answer
interrogatories, to give verbal evidence in all its parts;
they may also indicate a domicile to receive notifications,
under the terms of Article 866 of the Federal Labor law;
they may appear with all designated sufficient legal
representation to conciliation hearings for litigation,
motions, the offering and acceptance of evidence cited in
Article 873 of the Federal Labor Law in all its three
phases, for conciliation, litigation and motions, the
offering and acceptance of evidence, under the terms of
Articles 875, 876 Sections I and IV, 877, 878, 879, and 880
of the Federal Labor Law; they may also attend hearings to
give evidence, under the terms of the terms of Articles 873
and 874 of the Federal Labor Law; likewise, authorities are
granted to the agents to propose conciliation settlements,
to enter into arbitration settlements, to take all types of
decisions, to negotiate and to sign labor agreements; at the
same time, they may act as the company's representative in
their capacity as labor administrator with respect to and
for all types of labor cases or procedures which are
prosecuted before any authorities of a labor nature and
exercise all types of actions, motions, defenses and
counterclaims and to agree to arbitration for such purposes.
The agents shall enjoy all the authorities of a general
agent for litigation and collections and acts of management,
under the terms of the first two paragraphs of Article 2554
of the Civil Code for the Federal District including, by way
of example but not limited to, the authorities indicated in
Article 2587 of the aforementioned Civil Code and its
related articles of the Civil Codes for the other states of
the Mexican Republic in which the present power of attorney
is exercised, and may also file any appeal or incidental
procedure which is appropriate, as well as filing a direct
or indirect case of constitutional protection and even to
abandon them;
F. A power of attorney to grant, sign, endorse, guarantee and
in any other manner negotiate credit instruments, under the
terms of Article Ninth of the General Credit Instruments and
Transactions Law, in favor of Mr. Pedro Padilla Longona,
Ricardo Martinez Cruz, Arturo Ramos Ochoa, Filberto Jimenez
Diaz, Luis Jorge Echarte Fernandez, Gustavo Vega Vazquez,
Pablo Prudencio Colado Casares, Javier Sarro Cortina, Jorge
Narvaez Mazzini, Mauro Aguirre Regis, Gonzalo Garcia de Luca
and Fernando Roberto Garcia Rochin, which authorities, to
exercise them, they must exercise jointly between any two of
them.
G. Authority to grant general or special powers of attorney
and to revoke those powers of attorney which they grant in the
exercise of this authority, which is granted to Messrs. Pedro
Padilla Longona, Ricardo Martinez Cruz, Filberto Jimenez Diaz,
Luis Jorge Echarte Fernandez, Pablo Prudencio Colado Casares,
and Javier Sarro Cortina, which authority they may exercise
individually or jointly pursuant to the authorities which have
been granted to them.
THIRD The corporate fiscal year shall run from January first through
December thirty-first of each year, with the exception of the
first fiscal year which shall run from the date the present
document is signed until December thirty-first of nineteen
hundred ninety-nine.
<PAGE>
June 21, 2000
The undersigned does hereby represent and certify that the above Corporate
Bylaws of Elektrafin Comercial, S.A. de C.V. is a fair and accurate
representation of the original Estatutos Sociales de Elektrafin Comercial, S.A.
de C.V.
Grupo Elektra, S.A. de C.V.
By: /s/ Ricardo Martinez Cruz
-------------------------
<PAGE>
ELEKTRAFIN COMERCIAL, S.A. DE C.V.
GENERAL EXTRAORDINARY SHAREHOLDERS MEETING
DECEMBER 1st, 1999
In the city of Mexico, Federal District, at 12:30 hours on December 1st,
1999, there assembled at the corporate domicile of Elektrafin Comercial, S.A. de
C.V., the shareholders of such company with the purpose of holding a General
Extraordinary Shareholders Meeting.
Mr. Jaime Enrique Basurto Rosas presided over the meeting and Mr. Ricardo
Martinez Cruz acted as Secretary, both designated unanimously by the persons
present.
The Chairman designated Messrs. Marco Polo Castro Perez and Lourdes Cerda
Suarez as Tellers for the Meeting who accept their appointment and in the
discharge of their duties prepare the List of Attendance that is attached
herein, showing that the total amount of shares in which is divided the capital
stock of the company are present or represented, as hereinafter is listed:
ATTENDANCE LIST
Shareholder Shares
Grupo SYR, S.A. de C.V. 998
Represented by Jaime E. Basurto Rosas
Federal Registry of Taxpayers:
GSY-911213-UQ3
Ricardo Martinez Cruz 1
Federal Registry of Taxpayers:
MACR-701007-IGA
Colchones Coloso, S.A. de C.V. 1
Represented by Ricardo Martinez Cruz
Federal Registry of Taxpayers:
CCO-590905-QX6
Total.- 1,000
Whereas the entire capital stock of Elektrafin Comercial, S.A. de C.V. is
represented, the Chairman declared the Meeting duly convened without need of
prior publication of the respective call as set forth in article 188 of the
General Law of Commercial Companies. Thereupon, the Chairman read the following:
AGENDA
I. Partial amendment of these By-Laws.
II. Submittal, discussion and, as the case may be, approval of the proposal to
merge the Company, as well as the terms in which such merge will be
formalized and general resolutions.
III. Designation of Special Delegates.
POINT ONE. Pursuant to the first item on the Agenda, the Chairman submitted
into the consideration of the present shareholders, the project of amendment of
article second of the By-Laws, so that the Company is allowed to bind itself on
behalf of third parties, either individuals or juridical persons, by adding this
attribution to its corporate purpose.
The shareholders discussed the previous proposition and the shareholders
unanimously took the following:
RESOLUTIONS
SOLE.- The amendment of article second of the By-Laws of the Company is
approved in order to remain as follows:
ARTICLE SECOND.- The company shall have as purpose:
(a) To plan, design and carry out the construction of all type of real assets,
buildings, housing, lots, settlements, condominiums; its demolition,
restoration, modification, sales purchase, lease, comomodation, and any
other legal act over them.
(b) To render professional advisory services and the preparation of studies and
projects in the different fields of engineering to all type of individuals,
enterprises, industries, business and governmental entities, either
municipal, state or federal; individuals or juridical persons, either
nationals or from abroad that apply for them.
(c) Planning, construction, equipment, maintenance, supervision, demolition or
professional disqualification of all kind of civil works such highways,
bridges, roads, earthworks; electric facilities, hydraulic facilities,
perforation of deep wells; the performance of analysis, auditing and
environmental monitories.
(d) The design, fabrication, mounting, alienation, lease, commodation,
supervision and maintenance of apparatus, machinery, metallic structures
and equipment related with the purposes of the company.
(e) Sales purchase, fabrication, storage, transportation, distribution, import
and export of all kind of construction materials and different equipment
pertaining to the economic activity of the enterprise.
(f) Acquisition and alienation by any title of personal or real assets
necessary for the compliance of its corporate purpose.
(g) Promotion of residences, buildings and housing of social interest or
luxurious housing before national or foreign financial institutions, social
security institutions, unions and other credit organizations.
(h) To apply, publish, register, franchise, transfer or license, and any other
way to acquire and dispose of the rights of industrial property derived
from trademarks, commercial notices and trade names, petite patents,
inventions, designs and industrial secrets and other legal figures, as well
as copyrights.
(i) To obtain all kind of authorizations and permits to carry out its corporate
purpose from governmental ambits, that are dependent, connected or
incidental related with its activity and permitted by law.
(j) To promote, constitute, exploit and to participate in the capital stock and
patrimony of all kind of commercial companies, of services and of any other
type.
(k) The execution of all the acts and to enter into covenants and agreements
either civil, labor, administrative, mercantile or of any other nature,
that directly or indirectly are related with the above purposes and that
are consequence of the same, as well as the execution of all kind of
commission acts and mercantile mediations needed for the purpose of the
company; to hire all kind of services, to accept and confer commissions,
options, preferences and concessions of all type of activities; to grant
real guarantees, such as to assess, mortgage, pledge, secure, issue,
endorse and subscribe any credit instruments, to issue obligations, accept
drafts on behalf of the same company or of third parties, to acquire shares
or interests of other mercantile and civil companies, and also regarding
its purposes, to confer general or special powers of attorney with or
without faculties of substitution and to revoke them.
(l) The realization and creation of publicity campaigns and promotions related
with its corporate purpose.
(m) To grant surety, bonds and guarantees of any kind, either real or personal,
regarding the obligations of the company or of third parties, individuals
or juridical persons with which the company has business relations.
(n) Any other act that is necessary for the best attainment of its corporate
goals.
POINT TWO. Under the second item of the Agenda, the Chairman explained the
shareholders, the convenience of merging the Company, as merging company, with
Elektrafin, S.A. de C.V., as merged company, in the terms that were explained in
detail. Likewise, the covenant according to which the merger will be carried out
was submitted to the shareholders for their analysis and commentaries. Finally,
the Chairman distributed among the present shareholders the General Balance of
the company and the general balance of Elektrafin, S.A. de C.V., both as of
October 31st, 1999, which will be taken as basis in order to carry out the
merger in terms of the General Law of Commercial Companies.
The Shareholders, after studying the documents above mentioned and taking
into consideration the merge basis, unanimously take the following:
R E S O L U T I O N S
"1. It is approved the merger of Elektrafin Comercial, S.A. de C.V. with
Elektrafin, S.A. de C.V., where Elektrafin Comercial, S.A. de C.V. subsists as
merging company and Elektrafin, S.A. de C.V. disappears as merged company".
"2. It is approved and ratified the Covenant of Merger between Elektrafin
Comercial, S.A. de C.V. and Elektrafin, S.A. de C.V., to be drafted in the
following terms:
COVENANT OF MERGER
FIRST. The parties agree in merging Elektrafin Comercial, S.A. de C.V. with
Elektrafin, S.A. de C.V. in the terms and conditions of this Covenant, in the
intelligence that Elektrafin Comercial, S.A. de C.V. will subsist as merging
company and Elektrafin, S.A. de C.V. as merged company, will disappear.
SECOND. The parties agree in taking into account the figures showed in the
general balances as of October 31, 1999, to carry out the merger referred to in
the above First Clause.
THIRD. By virtue of the merger, in this act are transmitted to Elektrafin
Comercial, S.A. de C.V., universitas iuris, without reserve or restrictions the
total amount of assets, shares and rights and passives, obligations and
responsibilities of Elektrafin, S.A. de C.V. so that they may form part of the
assets and passives of Elektrafin Comercial, S.A. de C.V., with all the rights
and obligations inherent to the same, in the understanding that Elektrafin
Comercial, S.A. de C.V. acknowledge and take all the passives of Elektrafin,
S.A. de C.V. in the date of merger, by subrogating in all the rights and
obligations that may correspond to them before and after the formalization of
this merger.
FOURTH. The merger will be effective for the parties on December 8, 1999.
The merger will be effective before third parties as of the date of registration
in the Public Registry of Commerce in Mexico, Federal District.
"3. As a consequence of the merger approved in Resolution 1 above, the
capital stock of Elektrafin Comercial, S.A. de C.V. is increased in the amount
of $73,111,233.00 (seventy three million one hundred and eleven thousand two
hundred and thirty three pesos 00/100 currency of the United States of Mexico),
to remain into the amount of $98,111,233.00 (ninety eight million one hundred
eleven thousand and two hundred and thirty three pesos 00/100 currency of the
United States of Mexico).
"4. To represent the increase of the capital stock of the Company, 5000
(five thousand) common, registered non par value Series "B" shares
representative of the variable part of the capital stock are issued and will be
subscribed in the following manner by Grupo SYR, S.A. de C.V. and by Grupo
Empresarial Elektra, S.A. de C.V. to constitute the capital stock of Elektrafin
Comercial, S.A. de C.V., as follows:
Shareholder Series A Series B Total
Grupo SYR, S.A. de C.V. 998 4,945 5,943
Represented by Jaime E.
Basurto Rosas
Federal Registry of Taxpayers:
GSY-911213-UQ3
Ricardo Martinez Cruz 1 1
Federal Registry of Taxpayers:
MACR-701007-IGA
Grupo Empresarial Elektra, 55 55
S.A. de C.V.
Federal Registry of Taxpayers:
GEE-950111-AF3
Colchones Coloso, S.A. de C.V. 1 1
Represented by
Ricardo Martinez Cruz
Federal Registry of Taxpayers:
CCO-590905-QX6
Total.- 1000 5000 6000
"5. The new Final Titles or Provisional Certificates of shares will be
issued within the legal term to cover the 5000 (five thousand) common,
registered, non par value, Series "B" shares that represent the increase of the
capital stock in the variable part and they will be deposited in S.D. Indeval,
S.A. de C.V. It is pointed out that all the shares will have the same abstract
value, independently of the fixed of variable part of the capital stock that
they represent as established in article 112 of the General Law of Commercial
Companies".
"6. According to what it is set forth in Article 223 of the General Law of
Commercial Companies, the merger resolution taken in this Meeting contained in
Resolution number 1 above, the General Balances of the Companies as of October
31, 1999, as well as a summary of the principal merger resolutions will be
published in the Federal Official Gazette".
POINT THREE. Dealing with the third point of the Agenda, the Shareholders
unanimously adopted the following:
R E S O L U T I O N
Messrs. Jaime Enrique Basurto Rosas, Ricardo Martinez Cruz, Lourdes Cerda
Suarez, Marco Polo Castro Perez and Jesus Morales Aguilar, indistinctly, were
authorized so that, jointly or separately, in the name and on behalf of the
company and as special delegates of this meeting; a) make the publication in the
Federal Official Gazette of the merger resolution taken in this meeting and in
the General Balance of the company as of October 31, 1999, b) to record
officially in one instrument the merger resolution before the Notary Public of
their election; c) to carry out the necessary transactions and to register the
corresponding deed in the Public Registry of Commerce of the Federal District;
d) to comply with what it is set forth in chapter third of the Federal Law of
Economic Competency, regarding the notice of concentration, as the case may be,
and, in general, take all the measures and sign all the necessary documents to
formalize and to comply with the resolutions adopted by this Meeting, before
particulars and authorities.
The Chairman asked the present shareholders if they have any other matter
to discuss. There being no further business to discuss, the Meeting was
adjourned and these Minutes were prepared as a record thereof and signed by the
Chairman and the Secretary of the Meeting.
The Meeting was adjourned at 14:00 hours on December 1st, 1999.
Jaime Enrique Basurto Rosas.- Chairman.- Signature.- Ricardo Martinez
Cruz.- Secretary.- Signature.- Marco Polo Castro Perez.- Teller.- Signature.-
Lourdes Cerda Suarez.- Teller.- Signature.
<PAGE>
June 21, 2000
The undersigned does hereby represent and certify that the above Amendment
to the Corporate Bylaws of Elektrafin Comercial, S.A. de C.V. is a fair and
accurate representation of the original Reforma de Estatutos Sociales de
Elektrafin Comercial, S.A. de C.V.
Grupo Elektra, S.A. de C.V.
By: /s/ Ricardo Martinez Cruz
-------------------------
