Example of a Variable Capital Stock Company Contract

A variable capital stock company contractIt is a contract in which there may be extra capital by each of the shareholders, and that economic capital can increase or decrease independently of the previously established corporation and can be applied to the handling of supplies, merchandise, payment or handling of the employees.

The Variable Capital concept must be represented by the acronym "C.V." as well as the Public Limited Company Concept, it will be represented by the abbreviations "S.A."

The capital will be variable, but will have a minimum amount, and an unlimited maximum amount.

It is common and accepted that this contract is signed by individuals or legal entities, national or foreign, with prior corresponding permits and is usually valid in several countries.

Example of a Variable Capital Stock Company contract:

VARIABLE CAPITAL PUBLIC LIMITED COMPANY CONTRACT

In Mexico City Federal District, and being the day June 22, 2012, I Mr. Eduardo Villalobos Méndez, notary public number 564 of Mexico City Federal District certified the variable capital stock company contract formalized by: Alberto Chavarria Montes, Florence Deveró Simons; Joaquín Fuentes Pérez, Jesús Fuentes Pérez, Antonio Solís Aguilar, acts for which the corresponding permission for the conclusion of this contract that will be included and will be part of it, the parties being subject to the following clauses:

CLAUSES:
Chapter I
Of the name, address, object and duration

First. A Variable Capital Stock Company will be constituted, this in accordance with what is established in the General Law of Mercantile Societies and laws related to value within the Mexican Republic, leaving the association with the name from "Vasares Florence”Which will be followed by the abbreviations S.A. de C.V.,

Second. The domicile of the company will be Kilometer 123 of the Mexico Puebla Highway and it may have or establish agencies and branches in any part of the country or abroad, in order to perform the functions corresponding to its nature.

Third. The aims or objectives of the company are those that are written in the permit issued by the Ministry of Foreign Affairs, which are:

a) Manufacture, design, elaborate, pack, buy, sell, import, export, store and perform all the functions and acts legally accepted with:

1. Garments of clothing, footwear, leather, jewelry, clothing and clothing accessories.
2. Devices for personal use such as office supplies, personal hygiene items, oral health, tools and accessories, furniture for the home and office, as well as articles and accessories for the kitchen and everything related to home.
3. Sports products, specialized food for athletes as well as corresponding innovations
4. Musical instruments, imported or nationally manufactured.

b) Dedicate themselves to the service of meeting people, socializing musicalization of events, concerts, tours, etc., that are for the benefit and enjoyment of the social or common good.
c) Recording, creation, edition, diffusion and sale of music that is previously registered and with the corresponding permissions.
d) Buy, sell, manufacture, distribute, import and export everything related to the music industry.
e) Buy, sell, manufacture, formulate, produce, manufacture, import, export and own all kinds of merchandise, articles, movable property and products, whether in their natural state, semi-finished or finished.
f) Represent all kinds of people, physical, or moral, either within the Mexican Republic or abroad, as commission agent, intermediary, factor, legal representative or empowered.
g) Buy, sell, possess, mortgage, transmit, transfer, encumber, pledge, assign, acquire, lease or use the real estate necessary to develop the objects social, provided that in each case of acquisition of real estate, the company obtains the permits from the Federal Government of the Mexican Republic, as required by law in force.
h) Acquire and dispose in any form of all kinds of shares or participations in other companies or associations, whether civil or commercial.
i) Acquire, possess, use, sell, assign, lease and give licenses of use and encumber or transfer in any other way Mexican or foreign patents, rights over patents, licenses, privileges, inventions, improvements, processes, copyrights, trademarks and trade names, related or useful with respect to the businesses of the society.
j) Celebrate and fulfill contracts of any kind or description with any natural person or moral, municipality, State or government agency, related to the development of the objects social.
k) Request and obtain money for the development of corporate objects and from time to time, without limitation in terms of amounts, draw, subscribe, accept, endorse and release promissory notes, bills of exchange, drafts, bonds, obligations and any other title of credit or proof of debt and guarantee its payment, as well as the payment of the interest it causes, by means of a mortgage, pledge, transfer or assignment in trust of all or part of the assets of the company and sell, pledge or otherwise dispose of said securities or obligations.
l) To dispose of all or part of the businesses, properties, possessions and obligations of the company. m) In general, carry out any other type of business related to corporate objects, exercising all the powers for this purpose. conferred by the laws of the Mexican Republic and carry out said objects to the extent that any person could physical.

Quarter. The duration of the company will have a duration of 100 years that will be counted from the day following the signing of this contract.

Chapter II
Capital Stock and shares

Fifth. The share capital will be variable, and will be applied with a minimum of 1500,000.00 (ONE MILLION, FIVE HUNDRED THOUSAND PESOS M / N) and the maximum will be unlimited.

Sixth. The capital stock will be divided into registered shares, which will have a value of 500 pesos currency national for each one and will be represented with nominative titles which may include one or more Actions.

The actions will be printed in titles that will be in checkbooks, will be serialized and must bear the autograph signatures (rubrics) of the president or one of the vice presidents and the secretary or treasurer and if it is not possible from one or the other, the signature of one of the counselors; These documents must have the clarifications that are drawn up in article 125 (one hundred twenty-five) of the General Law of Mercantile Societies and must have the nineteenth clause of this writing. Except in the event that shares of different series are issued, for reasons of preference or for different participations in dividends or for other concepts. All these shares confer on their holders the same rights and impose the same obligations as regards:

a) to profit sharing;
b) to the distribution of losses up to the amount of the par value of each subscribed and unpaid share;
c) participation in general shareholders' meetings, and
d) to any other rights or obligations set forth in this deed or in the law.

Each and every one of the shareholders, by the mere fact of being, are subject to the stipulations established in this contract and to the legal resolutions that are taken in decision at any general meeting of shareholders and by any meeting of the Board of Directors, as appropriate to resolve the former or the second. The company will recognize as a shareholder who is registered with such character in the corresponding registry book, with the exception of any court order that dictates otherwise.

The transfer of the shares may be carried out by endorsement and delivery of the corresponding share title, without prejudice to that can be transmitted by any other legal means and its processing will have its effects with respect to the endorsee or assignee, from the date of endorsement or transmission for any concept, and regarding its registration in the registration book of shareholders.

When the situation of a transfer of one or more shares arises, and has the signature of the endorser or transferor, or when the corresponding title in which the act of endorsement and / or transmission is recorded, the secretary will record the transfer in the book of the registry of Actions. At the owner's request and at his expense, the share certificates may be exchanged for other titles of a different meaning, but which are guaranteed for the same amount.

In case of theft, misplacement, loss or destruction of the share certificates, their replacement is subject to the provisions of the second section, chapter one title first of the general law of Credit Securities and operations, which is in force, all the expenses derived from said procedure will be absorbed by the interested.

Increases in capital stock shall be fixed only by a resolution taken by the general shareholders' meeting in the form extraordinary, and an increase may not be decreed, until the shares that constitute the immediate increase have been paid previous. At the time of making the corresponding resolutions, the subsequent extraordinary general meeting will establish the terms and conditions in which said increase should be carried out. The increase in the amount of the shares will be proportional to the number of shares that each shareholder has, this in accordance with article one hundred thirty-two of the general law of companies Mercantile.

The reduction of the capital stock can only be carried out by a resolution made by the extraordinary meeting taken in terms of this deed. The shareholders waive the right of withdrawal granted by articles two hundred and twenty and others. Provisions related to said right, contained in the eighth chapter of the General Law of Companies Mercantile.

Regardless of the foregoing, capital reductions will be made without using formalities and will comply with the following stipulations:

1. The reduction will be made by integral actions and not by another aspect.
2. When a resolution is decreed, each shareholder will be notified granting him the right to redeem his shares in proportion to the reduction of the decreed capital and this action or right must be carried out in the first fifteen days after it has made its due notification.
3. If, within the term indicated in the paragraph above, a number of shares had been requested to be redeemed equal to the reduced capital, it will be reimbursed to the shareholders who have requested it on the date that for the same I will fix.
4. If the amount of the requests in request for reimbursement exceeds the amortizable capital, the amount of the reduction will be distributed for amortization between the applicants in proportion to the number of shares that have been offered for each one and said reimbursement will be made on the date that for that purpose is fix.
5. If the shares requested for redemption are not completed, those who have requested redemption will be reimbursed and will be designated draw before a notary or broker the rest of the shares that must be amortized until the amount that has been agreed for the reduction of the capital.

In the provisions of subsection 5, the reduction will take effect until the end of the year that is running, this if the draw has been carried out. before the last quarter of said fiscal year, and if said fiscal year is done later, the collection will take effect only until the end of the fiscal year. following.

Chapter III
Of the general shareholders' meetings

Seventh. The highest authority and supreme body of the company is the general assembly of shareholders, which holds the meetings, which are ordinary and extraordinary..

The urinary assemblies are in charge of resolving any of the matters that are provided for in article 181 (one hundred and eighty-one) of the General Law of Mercantile Societies, or for those that are not listed in article 182 of the same ordinance, they may meet in any time, and if not, at least one a year must be held within four months of the close of the fiscal year Social. For an assembly to be considered complete and legal, it is necessary that at least half plus one of the shares be represented issued and for the issuance of resolutions will be considered valid when they are affirmatively joined by the majority of the shares represented.

Eighth. All shareholders' meetings will be governed by the following rules:

1. The meeting must be held at the registered office mentioned in this contract and except in a fortuitous or exceptional case and the meetings will be called by the president, the secretary or one of the vice-presidents, the secretary of the commissioner and if not, based on articles 183, 184, 185 of the General Law of Mercantile Societies, it will be notified by means of the publication of a call in the official newspaper of the federation and if not, in one or more newspapers of greater circulation in the place of residence of the legal domicile, making 15 days in advance and will give details of the day, date, time and place designated.
2. When those who attend the meeting represent the total number of shares, the call will not be necessary; Nor will it be in the event of suspension of an assembly in order to continue at the scheduled time and date, with everything being recorded in the corresponding minutes.
3. All shareholders have the possibility to attend the meeting or be represented by a proxy legally established and / or with a power of attorney, and in the latter, the signature of the shareholder and two witnesses.
4. The admission of shareholders will suffice if they are registered in the corresponding registry as shareholder or verify their character in any other legal way.
5. Before the meeting begins, the person who presides over it must appoint one or more scrutineers in order to certify the quantity and number of shares represented as well as an attendance list to vent the agenda presiding over the debates.
6. The meeting will be chaired by the President of the Society and in his absence the vice-presidents, in hierarchical order. The secretary of the society shall be the secretary of the assembly, and in the absence of the latter, whoever the assembly chooses.
7. The general secretary must draw up a minute and form a file in each assembly which must have the following parts:

a) A copy of the newspaper in which the call was published, when this is the case;
b) The attendance list;
c) Power of attorney submitted or certified extract prepared by the secretary or the scrutineer, of the document presented by the attorney of the absent shareholder to prove his his personality;
d) A copy of the minutes of the meeting;
e) The reports, opinions and other documents that have been presented at the meeting;

1. In the event that for any reason a legally convened assembly is not installed, the complies with the reasons and facts, forming a file in accordance with the seventh paragraph previous.
2. Any resolution made in a general meeting and in accordance with this contract, is binding on all shareholders, whether they agree or not and there will be no recourse. otherwise, being automatically authorized and the council may assign orders and managers to carry out resolutions and contracts approved.
3. If there is no quorum at a duly convened general meeting of shareholders, the call and the Assembly called for the second time will be held with whatever number of shares may be in it. represented; except in cases in which matters that correspond to the extraordinary assembly are dealt with, in which the resolutions must be adopted by vote of shares representing at least fifty percent of the capital Social.

Chapter IV
Of the administration of the company

Ninth. The company will be managed according to a board of directors that will consist of a minimum of three people and a maximum determined by the annual ordinary meeting, who may or may not be shareholders of the company, the meeting may designate the alternates it deems necessary. And in the event that a director is absent, he may appoint an alternate, who must be notified in advance and in writing.

The members of the company have the obligation to replace, relieve and indemnify the directors and officers, who incur in acts of responsibility for their functions or omissions, as long as it is not their fault and that they are contrary to the legislation Mexican.

Tenth, It is in charge of the Board of Directors, all business of the company and will be in charge of contracts, acts that involve the association, representing it before the authorities and situations legal, in accordance with the provisions of article 2554 of the Civil Code for the Federal District, and will be authorized to exercise those powers that according to the law require clause special; as well as those mentioned in article 2587 of the same code, including the following powers:

a) Carry out acts of ownership such as mortgaging, selling, contracting and liquidating.
b) Receive, and give loans, execute bonds, carry out credit operations.
c) Direct the management and general control of the business of the company and manage the properties and contracts that involve and represent the company.
d) Carry out, approve and present to the shareholders and the commissioner the accounts, reports and balance sheets of the association, inform of the losses.
e) Advise and suggest plans to follow to the shareholders the follow-up of the plans approved by the shareholders and that relate, purchase sale, lease and encumbrances of all kinds of movable and immovable property, as well as receiving loans and other administrative acts necessary.
f) Suggest plans to be followed by shareholders in the company's business, among others, regarding the purchase, sale and lease, lien, mortgage and transfer of all class of movable and immovable property, rights, concessions, franchises, obtaining loans, as well as all other necessary administrative acts and management matters in general.
g) Freely appoint and remove general attorneys-in-fact and other officers and employees of the company, modify their powers, set their emoluments and determine the personal guarantee that they must grant to guarantee the faithful fulfillment of their positions, establish branches and agencies of the company, and suppress them.
h) Delegate, in whole or in part, its powers to any natural or legal person, individual, manager or other official or attorney-in-fact; confer general and special powers, even for matters of a criminal nature and to become an adjunct to the Public Ministry, mandates judicial or administrative powers and revoke such powers at any time, as well as to delegate to any person, be a member or not of the Board of Directors, the power to confer and revoke general or special powers, and to carry out any other act that must run; Y
i) All others conferred by the laws of the country and this deed, which are not expressly reserved for shareholders.

Eleventh. The directors and their alternates will be appointed at an annual ordinary shareholders' meeting and will last for one year and / or advance appointment of the successor. The members of the Board of Directors will deposit in the treasury of the company, the sum of one hundred pesos or one share of the capital stock, or will grant a guarantee to the satisfaction of the assembly, to guarantee the responsibility that they may incur in the performance of their duties, notwithstanding that the assembly requires, in each case, greater or different warranty.

Twelfth.- The sessions of the Board of Directors will be held at the domicile of the company, at the branches or agencies that have been established, or in any other place in the Mexican Republic, or abroad, determined by the council. The meetings of the Board of Directors may be held at any time when called by the president, one of the vice-presidents, the secretary or by the majority of its members by means of a written notice, or in any other appropriate way, specifying the time, date, place and the Order of the Day. The members of the council can resign in writing to the call, and when all are present the call will not be necessary. To constitute a quorum, the presence of a majority of the members of the Board of Directors will be required. Administration, and the resolutions will be taken by the affirmative vote of the majority of the members Present; in the event of a tie, the chairman will have the casting vote. If the number of directors present does not constitute a quorum, said directors must postpone the meeting until there is a quorum. A minute will be drawn up of every session of the Board of Directors, which will be entered in the minute book and signed by the president and secretary. If a vacancy occurs in the Board of Directors and for that reason the quorum cannot meet, the commissioner will designate to the person who must fill said vacancy, on a provisional basis, until the shareholders' meeting designates the surrogate.

Chapter V
Officials

Thirteenth.- Shareholders in an ordinary general meeting or the Board of Directors may elect a president, one or more vice-presidents, a secretary, a treasurer, as well as any other official deemed appropriate, who may or may not be members of the Board of Directors or shareholders, with one person being able to perform one or more charges. Said appointments may be revoked at any time by the body that elected them.

I. The president will have the following powers and obligations:

a) Carry out and order that all resolutions adopted by the general assemblies or by the Board of Directors be duly complied with;
b) Represent the company before all kinds of governmental, administrative and judicial, federal, local and municipal authorities, exercising the broadest powers for lawsuits and collections and for the administration of assets in the terms of the first two paragraphs of article two thousand five hundred fifty-four of Civil Code for the Federal District, including those that, according to article two thousand five hundred and eighty-seven of the same ordinance, require a clause special; with the limitation that you may not, by virtue of this power, subscribe credit titles, sell, encumber or alienate in any way the assets of fixed assets of the company, except in the ordinary course of business to which it is engaged and request or obtain loans from any natural or legal person or banking institution, without being previously authorized by the Board of Directors or the assembly of shareholders;
c) Do everything in its power so that each and every one of the members of the Board of Directors comply with their respective obligations;
d) Submit to the Board of Directors and the shareholders' meetings the proposals that seem pertinent and profitable for the interests of the company, as well as informing the shareholders at the general meetings of all matters of interest that are related to the business of the company. society;
e) Delegate any of its powers to any member of the Board of Directors, officer or employee of the company, when deemed necessary or convenient, and
f) Exercise control and direction of the company's business and carry out whatever is necessary or prudent to protect the interests of the company. itself, but immediately notifying such measures to the Board of Directors in case they are outside the sphere of its faculties as President. The previous powers may be extended, restricted or modified by the Board of Directors or by the shareholders' meeting.

II. In the event of the temporary absence of the president, one of the vice presidents, in the order in which he has been elected, will preside over the shareholders' meetings and the meetings of the Board of Directors. In case of illness, death, resignation, removal or permanent absence for any reason of the president, will replace said official until the shareholders' meeting or the Board of Directors elect a new President.

III. The secretary will have the following rights and obligations:

a) Attend all shareholders' assemblies and meetings of the Board of Directors, prepare and sign the minutes and keep the minute books and others for this purpose respective social books, except accounting, in the manner provided for by law and issue certified copies of the minutes for uses that may be needed;
b) Have in his custody and file all documents related to the shareholders' meetings and the meetings of the Board of Directors, and
c) Formulate, sign and publish the calls and notifications for the general shareholders' meetings and the meetings of the Board of Directors.

The above powers may be extended, restricted or modified by the Board of Directors or by the shareholders' meeting,

IV. The treasurer shall have the following rights and obligations:

a) Deposit all company funds only in the places indicated by the Board of Directors for that purpose;
b) Supervise the deposit, use or collection of funds, money, credit titles, securities, etc., of the company, and order their employment in the way indicated by the Board of Directors or by the assembly for the realization of the objects social;
c) Supervise the maintenance of accounting and auxiliary books required by applicable laws, and
d) Direct the formulation of the periodic financial statements and other supporting documents and provide the shareholders, the Board of Directors and the other corresponding officials, the accounting information that may be requested.

The previous powers may be extended, restricted or modified by the Board of Directors or by the shareholders' meeting.

V. The shareholders in an ordinary meeting or the Board of Directors may appoint a general manager and any other manager deemed necessary, who will have, in accordance with article one hundred and forty-six of the General Law of Mercantile Societies, the powers that are confer. The general manager and the managers will deposit in the treasury of the company, the sum of one hundred pesos or one share of the capital stock, u will grant a bond to the satisfaction of the assembly or council to guarantee the responsibilities that they may incur in the performance of their duties, without prejudice to the fact that the shareholders' meeting or the Board of Directors require greater or different warranty.

Chapter VI
Of the surveillance of society

Fourteenth. The supervision of the company will be in charge of one or more commissioners, who may or may not be shareholders.The commissioners will be elected annually by the annual ordinary shareholders' meeting and will have the rights and obligations conferred on them by article one hundred and sixty-six and following of the General Law of Mercantile Societies, and they will last in their mandate one year or until their successors have been elected and take possession of their posts. Any minority representing twenty-five percent of the capital stock will also have the right to elect a commissioner. The commissioners must deposit in the treasury of the company the amount of one hundred pesos or one share of the capital stock, or guarantee to satisfaction of the meeting to guarantee the faithful fulfillment of their positions, without prejudice to the fact that the shareholders' meeting requires more or different warranty.

Chapter VII
On profits, losses and the reserve fund

Fifteenth.- Within the first three months following the close of each fiscal year, a balance sheet must be prepared together with its supporting documents. Said balance must be presented to the ordinary annual shareholders' meeting, which after having After examining the commissioner's report and the aforementioned balance sheet, it will approve or modify it according to the case.

If the balance sheet reflects profits, the shareholders will distribute them taking into account the following provisions:

a) If due to losses, the capital has been affected, the profits should preferably be used to reconstitute it, until it equals it with the subscribed and paid capital;
b) A minimum of five percent of distributable profits, before paying tax on distributable profits, will be used to create or increase the legal reserve until it reaches twenty percent of the subscribed capital and paid out;
c) Other reserves may be created for the better realization of the corporate purposes or the profits may be allocated to the surplus or profits account pending application, and
d) Shareholders may decree the payment of a dividend including in the same resolution the date of its payment and the manner to do so, or authorize the Board of Directors for this body to set the term and the way to pay said dividend.

Chapter VIII
Of the dissolution and liquidation of the company

Sixteenth.- The company will be dissolved at the end of the term referred to in the fourth clause, unless that said period be extended before its conclusion, by agreement of an extraordinary meeting of shareholders; Regardless, it will be previously dissolved due to any of the following causes:

a) Due to the loss of two-thirds of the capital stock;
b) Due to voluntary or involuntary bankruptcy of the legally declared company, and
c) By resolution of an extraordinary shareholders' meeting.

Seventeenth. After the dissolution of the company is determined by the shareholders' meeting, it will appoint one or more liquidators, who will proceed to the liquidation of the same and the distribution of the remainder of the corporate assets among the shareholders, in direct proportion to the number of shares that each possess; if two or more liquidators are appointed, they must act jointly.

Said liquidators will have the broadest powers for liquidation and may, therefore, collect all the sums that are owed to the company and pay those that it owes; initiate all kinds of lawsuits and continue them until their conclusion with all the powers of a general legal attorney, of in accordance with articles two thousand five hundred fifty-four and two thousand five hundred eighty-seven of the District Civil Code Federal; cancel mortgages and other liens; settle lawsuits and sell properties or securities of any nature. The liquidators will have, in everything that is not specifically provided for in this deed, the powers and obligations conferred on them by articles two hundred and forty-two and following of the General Law of Companies Mercantile.

Eighteenth.- The liability of the shareholders will be understood to be limited to the payment of the nominal value of the shares that they have subscribed and not paid.

Chapter IX
General disposition

Nineteenth.- “Any foreigner who, in the act of incorporation or at any later time, acquires an interest or social participation in the society, it will be considered by that simple fact as Mexican with respect to both, and it will be understood that it agrees not to invoke the protection of his government, under the penalty, in case of breach of his agreement, of losing said interest or participation in benefit of the Mexican nation. "

Twentieth.- The founders, as such, do not reserve any special participation in the profits.

Twenty-first.- In everything that is not specifically provided for in this deed, the provisions of the General Law of Commercial Companies will apply.

TRANSITORY DISPOSITIONS

First.- The minimum capital is fully subscribed and paid as follows:

Partners	Actions	Capital
Alberto Chavarria Montes	1 share. five hundred pesos	12000	6.000000
Florence Deveró Simons	1 share. five hundred pesos	14000	7.000000
Joaquin Fuentes Perez	1 share. five hundred pesos	13000	6.500000
Jesus Fuentes Pérez	1 share. five hundred pesos	15000	7.500000
Antonio Solís Aguilar	1 share. five hundred pesos	15000	7.500000
Total	55,500	$34.500.000,00

Fifty-five thousand five hundred shares with a value of thirty-four million five hundred thousand pesos 00/100 national currency.

The undersigned state that they have paid in cash twenty percent of their respective subscriptions, which is is deposited at the disposal of the company and the balance will be covered in the terms decreed by the assembly of shareholders.

Second.- The meeting held by the grantors when signing this deed constitutes the first general shareholders' meeting; and in said assembly the following agreements were made:

a) The following people were elected as members of the Board of Directors and as officers of the company:

BOARD OF DIRECTORS:

Officials:

President	Alberto Chavaría Montes.
Vice president	Florence Deveró Simons
Treasurer	Antonio Solís Aguilar

b) All the previous appointments were considered accepted, by virtue of having so stated those who were present and by reports received from the absent, and for having deposited in the name of those who correspond, the necessary guarantees to guarantee the faithful performance of their positions, in terms of the contract Social;
c) Messrs. Alberto Chavaria Montes and Joaquín Fuentes Pérez were elected as proprietary and alternate commissioner, respectively, who, based on reports received, accepted their position. The commissioners also have made a deposit of the sum of one hundred pesos each to guarantee the performance of their duties;
d) It was determined that unless the general meeting of shareholders or the meeting of the Board of Directors decides otherwise, that the Exercises of the company will run from August 1 to July 31 of each year, except for the first fiscal year, which will run from the date of final authorization of this deed until October 31 of the next year following.
e) The opening of a checking account with the name of “Vasares Florence s.a de c.v., ", and any one of Alberto Chavaría Montes, Florence Deveró Simons or Antonio Solís Aguilar was empowered to sign indistinctly against said account.
f) Likewise, it was agreed to grant a general power of attorney for lawsuits and collections and for acts of administration in favor of Messrs. Florence Deveró Simons, Antonio Solís Aguilar and Jesús Fuentes Pérez, who may exercise it jointly or separately, in the terms of the first two paragraphs of article two thousand five hundred and fifty-four of the Civil Code for the District Federal, being able to exercise even those powers that require a special clause in accordance with article two thousand five hundred and eighty-seven of the same ordinance, including the one to present criminal complaints and to desist from them and to substitute their mandate and revoke the substitutions they made with the limitation that the attorneys-in-fact may not, by virtue of their power, subscribe credit titles and sell, encumber or dispose in any way the fixed assets of the company, except in the ordinary course of business to which the company is dedicated itself and request or obtain loans from any natural or legal person or banking institution, without being previously authorized by the Board of Directors or the assembly of shareholders, and
g) Fausto Vallejo Peñalosa and Lic. Verónica Jiménez Bautista to jointly or separately make the necessary steps to achieve the registration of this deed in the corresponding Public Registry of Property and Commerce.

GENERAL:
Generals of the grantors,

I, Eduardo Villalobos Méndez, notary public number 564 of the Mexico City Federal District, certify:

1. Of the knowledge and legal capacity of the appearing parties for this act;
2. That I read this writing to them, explaining its value and legal consequences to whom there was place;
3. That the grantors stated, under protest of telling the truth, that they were up to date with the payment of the corresponding duties and taxes;
4. That they expressed their agreement with the entire content of this deed and signed it on... of this year. Attest.

(Signatures of the grantors and the notary and their stamp of authorizing the match.)