CORPORATE BYLAWS OF THE DIVESTED
ELEKTRA COMERCIAL, S.A. DE C.V.
NAME, PURPOSE, DOMICILE AND DURATION
Article First The company is called "ELEKTRA 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) The purchase, sale, importation, exportation,
distribution and in general the execution of all
commercial acts related to clothing, accessories,
novelties, personal articles, gifts,
utensils, devices, radios, televisions, stoves,
refrigerators, furniture in general, decorative
articles and installations and other merchandise
appropriate to the business of stores and department
stores, whether manufactured in the country or
abroad.
b) The purchase, sale, importation, exportation and
in general the execution of all commercial acts
related to chattel, its parts, accessories, raw
materials, equipment and spare parts.
c) 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.
d) The purchase, sale or importation and the
operation, directly or through third parties, of the
automotive vehicles required for the transportation
in national territory or abroad of the merchandise it
sells.
e) To hold an interest in the share capital of other
companies whether commercial or civil, which have
activities similar, analogous or related to those
that it performs.
f) 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.
g) The company may not act as an intermediary in
credit or financial activities with the general
public, nor perform any activity reserved for credit,
banking or credit assistance companies or
institutions.
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
purpose.
j) Act as an agent, intermediary, broker, 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 72,000,000.00 (SEVENTY-TWO 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 unanimous 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.
MANAGEMENT
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 time 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 ELEKTRA 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, 876 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 Roqueri,
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, 976 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 Elektra Comercial, S.A. de C.V. is a fair and accurate
representation of the original Estatutos Sociales de Elektra Comercial, S.A.
de C.V.
Grupo Elektra, S.A. de C.V.
By: /s/ Ricardo Martinez Cruz
-------------------------
<PAGE>
ELEKTRA COMERCIAL, S.A. DE C.V.
GENERAL EXTRAORDINARY SHAREHOLDERS MEETING
DECEMBER 1st, 1999
In the city of Mexico, Federal District, at 10:30 hours on December
1st, 1999, there assembled at the corporate domicile of Elektra 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 Elektra 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,
commodation, 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 Elektra, 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 Elektra, 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 Elektra Comercial, S.A. de C.V. with
Elektra, S.A. de C.V., where Elektra Comercial, S.A. de C.V. subsists as merging
company and Elektra, S.A. de C.V. disappears as merged company".
"2. It is approved and ratified the Covenant of Merger between Elektra
Comercial, S.A. de C.V. and Elektra, S.A. de C.V., to be drafted in the
following terms:
COVENANT OF MERGER
FIRST. The parties agree in merging Elektra Comercial, S.A. de C.V.
with Elektra, S.A. de C.V. in the terms and conditions of this Covenant, in the
intelligence that Elektra Comercial, S.A. de C.V. will subsist as merging
company and Elektra, 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 Elektra
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 Elektra, S.A. de C.V. so that they may form part of the
assets and passives of Elektra Comercial, S.A. de C.V., with all the rights and
obligations inherent to the same, in the understanding that Elektra Comercial,
S.A. de C.V. acknowledge and take all the passives of Elektra, 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 Elektra Comercial, S.A. de C.V. is increased in the amount of
$17,972,326.00 (seventeen million nine hundred and seventy two thousand three
hundred and twenty six pesos 00/100 currency of the United States of Mexico), to
remain into the amount of $89,972,326.00 (eighty nine million nine hundred and
seventy two thousand and three hundred and twenty six 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 Elektra
Comercial, S.A. de C.V., as follows:
Shareholder Series A Series B Total
Grupo SYR, S.A. de C.V. 998 2,940 3,938
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, 60 60
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 3000 4000
"5. The new Final Titles or Provisional Certificates of shares will be
issued within the legal term to cover the 3000 (three 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 12:00 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 Elektra Comercial, S.A. de C.V. is a fair and
accurate representation of the original Reforma de Estatutos Sociales de
Elektra Comercial, S.A. de C.V.
Grupo Elektra, S.A. de C.V.
By: /s/ Ricardo Martinez Cruz
-------------------------
