the cnbv granted certain time extensions as a result …

THE NATIONAL BANKING AND SECURITIES COMMISSION GRANTED CERTAIN TIME EXTENSIONS AS A RESULT OF SARS-CoV2 OUTBREAK

THE CNBV GRANTED CERTAIN TIME EXTENSIONS AS A RESULT OF SARS-COV2 OUTBREAK

I. Reporting Obligations

Article 104 of the Securities Market Law (“LMV”, for its acronym in Spanish) sets forth issuers’ obligationsto file with the CNBV and the corresponding Stock Exchange, information regarding (i) corporate agreements, agreements adopted by the corporate governance and notices to be given in accordance with their by-laws or with the applicable regulation; (ii) quarterly reports including financial statements; and (iii) annual reports comprising the annual financial statements or their equivalents, accompanied by the external auditor’s opinion, among others.

In addition, articles 33, 34, 37 and 38 the General Provisions applicable to Securities Issuers and other Market Participants (“CUE”, for its acronym in Spanish), set forth obligations to provide the CNBV, the corresponding Stock Exchange, and the general public, the financial, economic, accounting, administrative and legal information within the guidelines and due dates indicated in both the CUE and the LMV.

In connection with the above, and as a result of the declaration of the preventive measures that include the reduction of the activities of several government offices, and the recommendation for companies to adhere to such measures, in most cases, the CNBV has granted a temporary due date time extensions of approximately 45 business days for the submission of the annual and quarterly information with the CNBV and the corresponding Stock Exchange as follows:

The issuers benefiting by the Extension Decree are: sociedades anónimas bursátiles (“SABs”), sociedades anónimas promotoras de inversión bursátil (“SAPIBs”), long term and short term debt issuers, that can be sociedades anónimas (“SAs”), sociedades de responsabilidad limitada (“SdeRLs”), sociedades anónimas promotoras de inversión (“SAPIs”) or fideicomisos emisores de certificados bursátiles (jointly with SAs, SdeRLs and SAPIs, the “Debt Issuers”), fideicomisos emisores de certificados bursátiles fiduciarios inmobiliarios (“FIBRAs”), fideicomisos emisores de certificados bursátiles fiduciarios de inversión en energía e infraestructura (“FIBRAs E”), fideicomisos emisores de certificados bursátiles fiduciarios de desarrollo (“CKDs”), fideicomisos emisores de certificados bursátiles fiduciarios de proyectos de inversión (“CERPIs”), exchange traded funds (fideicomisos emisores de certificados bursátiles fiduciarios indizados) (“ETFs”), fondos de fondos and warrant issuers (emisores de títulos opcionales).

THE NATIONAL BANKING AND SECURITIES COMMISSION GRANTED CERTAIN TIME EXTENSIONS AS A RESULT OF SARS-CoV2 OUTBREAK

As a result of the ongoing COVID-19 international outbreak and the compliance issues that the measures to contain it may cause, the Chairman of the Mexican National Banking and Securities Commission (“CNBV”, for its acronym in Spanish), by means of the powers granted to him by the CNBV, issued a decree on March 25, 2020 (the “Filing Decree”) and a decree on April 8, 2020 (the “Extension Decree”), granting filing alternatives and time extensions, respectively, to comply with certain issuers’ periodic reporting obligations.


April 11th, 2020

Type of Issuer Reporting obligation Original due date New due date

SABs SAPIBs1

- Report by the president of the auditcommittee and the corporate practicescommittee.

- Project of the report prepared by the ChiefExecutive Officer

- Project of the opinion issued by the boardof directors regarding the report of theChief Executive Officer.

- Report prepared by the board of directors,regarding the main accountability policiesand criteria.

- Report of the principal operations andactivities in which the board of directorsintervened during the 2019 fiscal year.

3 business days following the date of the annual shareholders, holders or partners meeting, as applicable.

July, 8, 2020. .

Debt issuerswhen they are:- SAs- SdeRLs- SAPIs2

- Report of the board of directors, board ofmanagers, sole director or sole manager,as applicable, presented to the generalordinary shareholders meeting or partnersmeeting, as applicable, regarding theresults of the fiscal year, certified by thesecretary of the board of directors.

- Report of the statutory auditor orsupervisory committee, as applicable.

Debt issuerswhen they areSAPIs3

- Report of the board of directors, board ofmanagers, sole director or sole manager,as applicable, presented to the generalordinary shareholders meeting or partnersmeeting, as applicable, regarding theresults of the fiscal year, certified by thesecretary of the board of directors.

- Report of the audit committee

SAPIBs4 - Report of the board of directors, board ofmanagers, sole director or sole manager,as applicable, presented to the generalordinary shareholders meeting or partnersmeeting, as applicable, regarding theresults of the fiscal year, certified by thesecretary of the board of directors.

- Report of the statutory auditor.- Report of the committee with the same

functions as the corporate practicescommittee.

SABs SAPIBs

Audited Yearly Financial Statements 3 business days following the date of

July, 8, 2020.


Debt Issuers FIBRAs FIBRAs E CKDs5

CERPIs5

ETFs Fondos de fondos Warrant Issuers

the annual shareholders, holders or partners meeting, as applicable.

CKDs6

CERPIs6 June 30, 2020. September, 1, 2020.

SABSCommunication by the secretary of the board of directors, stating that the corporate books of the company are up to date.


July, 8, 2020.

SABs SAPIBs Debt issuers7

FIBRAs FIBRA E CKDs5

CERPIs5


Documents referred to in Articles 84 and 84 Bis of the CUE, executed by the external auditor.


July, 8, 2020.

CKDs6

CERPIs6 Documents referred to in Articles 84 and 84 Bis of the CUE, executed by the external auditor. June 30, 2020 September 1,

2020

SABs SAPIBs Debt Issuers7


CERPIs5

ETFs Fondos de fondos Foreign Issuers Warrant Issuers

Annual Report for 2019 April 30, 2020 July 3, 2020

CKDs6

CERPIs6 June 30, 2020 September 1, 2020


SABs Debt Issuers FIBRAs8

FIBRA E8

CKDs8

CERPIs8

ETFs Warrant Issuers

Quarterly information, specifically the quarterly report for the first quarter of 2020. May 6, 2020 July 3, 2020

SABs SAPIBs

The report on the principal shareholders and share ownership by directors and officers that must be filed before the CNBV. June 30, 2020 September 1,

2020

SABs Sending letters to (i) the members of the board of directors and relevant executives requesting information regarding their participation in the issuer’s capital stock, and (ii) brokerage firms so on the date of the annual meeting, at the latest, they will submit the list of the shareholders they represent.

April 30, 2020 July 3, 2020

SAPIBs Sending letters by the (i) directors or relevant executives that maintain a stake of over 1% of the capital stock of the issuer; and (ii) vehicles that maintain a share of 5% or more of the capital stock of the issuer, regarding their participations in the capital stock.

May 15, 2020 July 19, 2020

SABs SAPIBs Debt Issuers

when they are:- SAs- SAPIs- SdeRLs.

By-laws compilations that issuers must file before the CNBV every third year. June 30, 2020 September 1,

2020

SABs SAPIBs Debt Issuers7


CERPIs5


Obligations set forth in the General Provisions applicable to Entities and Issuers Supervised by the CNBV that provide External Auditing Services of Financial Statements (“CUAE”, for its acronym in Spanish), relating to the authorization letter issued by the auditor that must be included in the annual financial statements or their equivalents.

April 30, 2020 July 3, 2020

CKDs6

CERPIs6 June 30, 2020 September 1, 2020


SABs SAPIBs Debt Issuers FIBRAs FIBRA E CKDs5

CERPIs5


The following information under the CUAE:

1. Statement filed with the audited financialstatements executed by the ChiefExecutive Officer, Chief Financial Officerand General Counsel of the company;

2. Communication to the audit committeeby the auditor prior to the delivery of theaudit report;

3. Audit report issued by the auditor; and

4. Independence letter issued by the auditor.

3 business days after the annual shareholders’

meeting.

July 8, 2020

CKDs6

CERPIs6June 30, 2020 September 1,

2020

Notes: 1 SAPIBS in case they have adopted the social regime included in article 15 of the LMV. 2 SAPIS in case they have not adopted the social regime included in article 15 of the LMV. 3 SAPIS in case they have adopted the social regime included in article 15 of the LMV. 4 SAPIBS in case they have not adopted the social regime included in article 15 of the LMV. 5 CKDs o CERPIs that do not assign at least 70% of the issuance resources to investment in collective investment mechanisms, not listed in any stock exchange. 6 CKDs o CERPIs that assign at least 70% of the issuance resources to investment in collective investment mechanisms, not listed in any stock exchange. 7 Except for short term debt issuers. 8 In the case of FIBRAs, FIBRAs E, CKDs o CERPIs as long as their documents do not foresee the execution of loans, credits or financing charged to the trust estate.


III. Filings

By means of the Filing Decree, all the information that requires only a physical filing before the CNBV,should be sent to the following email: [email protected] in order for it to be considered as validly filed. Regarding the information that must be filed via STIV-1 or STIV-2, during the term set forth in the decree (March 23, 2020 through April 19, 2020), information will be filed electronically as usual and the corresponding physical filings, if applicable, must be carried out within 15 business days following April 19,2020. We anticipate that this date may be extended to pair it with the term established by the Mexican Health Board to suspend all non-essential activities.

Due to the existence of several criteria and alternatives to address the abovementioned issues and issues regarding shareholders meetings arising from the outbreak, we suggest that you contact us to discuss the most convenient alternative applicable by taking into consideration several particularities such as each issuer’s governing documents (i.e. by-laws or trust), financing facilities, current situation and outstanding securities.

April 11th, 2020

II. Shareholders’ and other governance bodies Meetings

The Extension Decree acknowledged the limitations and operation restrictions for issuers to carry outcertain corporate actions that require the physical reunion of its members and taking into account that the CNBV considers that holding such meetings through remote or virtual platforms may, eventually, jeopardize their validity, the relief described in Section I above is aimed at granting issuers the option of delaying the meetings that are required to approve and file the annual information. However, should issuers decide to hold any such meetings in compliance with other legal provisions they may be subject to, it is important to note that if such meetings were to take place, they (i) must at all times comply with the precautionary measures established by the Health Ministry effective on the date of the meeting, which may be more restrictive than those that are in effect as of today, depending on the evolution of COVID-19’s outbreak in Mexico in the coming days that could even result in the cancellation of shareholders’ meetings if the concentration and/or mobility of people becomes more restricted, and (ii) all of the filings that are related to the meeting will need to be carried out in terms of the CUE and of the Filing Decree described in section III below, including, the summary of the resolutions adopted by the meeting, the required reports in terms of the LMV and the audited yearly financial statements.

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