Filed Pursuant to Rule 424(b)(3)
Registration Statement
on Form F-6 Registration No. 333-106564
(FORM OF FACE OF RECEIPT)
Number
PURSUANT TO THE PROVISIONS
OF THE TRUST AGREEMENT, HOLDERS
MAY NOT VOTE THE SHARES REPRESENTED
BY THE CERTIFICADOS DE PARTICIPACION
ORDINARIOS
AMERICAN DEPOSITARY SHARES
(EACH REPRESENTING 9 CPOs)
AMERICAN DEPOSITARY RECEIPT
EVIDENCING
AMERICAN DEPOSITARY SHARES
representing
CERTIFICADOS DE PARTICIPACION ORDINARIOS
representing financial interest in
SERIES A COMMON STOCK
OF
GRUPO RADIO CENTRO, S.A.B. DE C.V.
(Incorporated under the laws of The United Mexican States)
CITIBANK, N.A. a national banking association organized and existing
under the laws of the United States of America, as Depositary (the
"Depositary"), such Depositary's principal office being located at 111 Wall
Street, New York, New York 10043, hereby certifies that
, or registered assigns,
is the owner of American Depositary Shares, representing
deposited Certificados de Participacion Ordinarios ("CPOs") (or, subject to the
terms of the Deposit Agreement (as hereinafter defined) evidence of rights to
A-1
receive such CPOs) issued by GE Capital Bank, S.A., Institucion de Banca
Multiple, GE Capital Grupo Financiero, Division Fiduciaria (such trustee or any
successor trustee, the "CPO Trustee"). Each CPO represents financial interest in
1 (one) share of Series A Common Stock, without par value, of GRUPO RADIO
CENTRO, S.A.B. DE C.V., a corporation organized under the laws of The United
Mexican States (the "Company").
At the date hereof each American Depositary Share represents nine
(9) CPOs deposited under the Deposit Agreement with the Custodian which at the
date of execution of the Deposit Agreement is Banco Nacional de Mexico miembro
del Grupo Financiero Citigroup ("Banamex") (such custodian or any successor
custodian, the "Custodian"). The ratio of-American Depositary Shares to CPOs is
subject to change as provided in Article IV of the Deposit Agreement.
(1) The Deposit Agreement. This American Depositary Receipt is one
of an issue (herein called the "Receipts"), all issued and to be issued upon the
terms and conditions set forth in the Deposit Agreement, dated as of June 30,
1993 (as amended from time to time, the "Deposit Agreement"), by and among the
Company, the Depositary and all Holders from time to time of Receipts issued
thereunder, each of whom by accepting a Receipt agrees to become a party thereto
and becomes bound by all the terms and provisions thereof. The Deposit Agreement
sets forth the rights of Holders and the rights and duties of the Depositary in
respect of the CPOs deposited thereunder and any and all other securities,
property and cash from time to time received in respect of such CPOs and held
thereunder (such CPOs, securities, property and cash are herein called
"Deposited Securities"). Copies of the Deposit Agreement are on file at the
Principal Office of the Depositary and the Custodian. The statements made on the
face and the reverse of this Receipt are summaries of certain provisions of the
Deposit Agreement and are qualified by and subject to the detailed provisions of
the Deposit Agreement, to which reference is hereby made. Terms used and not
defined herein shall have the same meaning as in the Deposit Agreement. The
Depositary makes no representation or warranty as to the validity or worth of
the Deposited Securities.
(2) Surrender of Receipts and Withdrawal of Deposited
Securities. Upon surrender at the Principal Office of the Depositary of this
Receipt for the purpose of withdrawal of the Deposited Securities represented
hereby, and upon receipt of payment of all fees (including the fee of the
Depositary for cancellation of this Receipt), expenses, taxes, and governmental
charges, if any, payable in connection with such surrender, and written
instructions of the Holder of this Receipt, subject to the terms and conditions
of the Deposit Agreement, the Trust, the Estatutos and to the provisions of or
governing Deposited Securities, the Holder hereof is entitled to (a) physical
delivery, to him or upon his order, of the Deposited Securities other than CPOs,
at the time represented by this Receipt or (b) with respect to CPOs (and to
other Deposited Securities that are issuable and transferable in book-entry
A-2
form, and cannot be withdrawn in certificated form), electronic transfer,
through Indeval, of such deposited securities to an account in the name of the
Holder or such other name as specified in such written instructions. In
accordance with the terms of the Trust and the CPO Deed, holders of CPOs are not
entitled to receive physical certificates evidencing such CPOs. Such delivery
will be made without unreasonable delay and, at the option of the Holder hereof,
either at the office of any Custodian or at the Principal Office of the
Depositary, provided that-the forwarding of certificates evidencing Deposited
Securities, if any, for such delivery at the Principal Office shall be at the
risk and expense of the Holder hereof.
(3) Transfers, Split-ups and Combinations. The transfer of this
Receipt is registrable on the books of the Depositary by the Holder hereof in
person or by duly authorized attorney, upon surrender of this Receipt to the
Principal Office of the Depositary properly endorsed or accompanied by proper
instruments of transfer and duly stamped as may be required by any applicable
laws and upon compliance with such regulations, if any, as the Depositary may
establish; provided, however, that, subject to article (23) of this Receipt, the
Depositary may close the transfer books, at any time or from time to time, when
deemed expedient by it in connection with the performance of its duties under
the Deposit Agreement. This Receipt may be split into other Receipts or may be
combined with other Receipts into one Receipt, representing the same aggregate
number of American Depositary Shares as the Receipt or Receipts surrendered. As
a condition precedent to the execution and delivery, registration of transfer,
split-up, combination or surrender of any Receipt or withdrawal of any Deposited
Securities, the Depositary, the Custodian or the Company (on its own behalf or
on behalf of the Trust) may require (a) payment from the depositor of CPOs, the
presenter of a Receipt, Holder or the presenter of written instructions, of a
sum sufficient to reimburse it for any tax or other governmental charge and any
Share or CPO transfer or registration tax or fee with respect thereto (including
any such tax, charge, or fee with respect to CPOs being deposited or withdrawn)
and payment of any applicable fees as provided in article (6) of this Receipt,
(b) the production of proof satisfactory to it as to the identity and
genuineness of any signature and (c) compliance with any laws or governmental
regulations relating to American Depositary Receipts, the withdrawal of
Deposited Securities and such reasonable regulations, if any, as the Depositary
and the Company may establish consistent with the provisions of the Deposit
Agreement.
The Depositary may refuse to execute and to deliver Receipts,
register the transfer of any Receipt, or make any distribution of, or related
to, Deposited Securities until it has received such proof of citizenship,
residence, exchange control approval or other information as it may deem
necessary or proper in accordance with applicable laws and regulations and the
terms of the Deposit Agreement.
A-3
The delivery of Receipts against deposits of CPOs may be suspended
or withheld, or the registration of transfer of Receipts in particular instances
may be refused, or the registration of transfer generally may be suspended,
during any period when the transfer books of the Depositary, the CPO Trustee,
Indeval, or the Company (or any other agent for the transfer and registration of
CPOs or Shares) are closed, or if any such action is deemed necessary or
advisable by the Depositary or the Company, at any time or from time to time
because of any requirement of law or of any governmental body or commission or
in accordance with the Deposit Agreement, the Estatutos or the provisions of or
governing Deposited Securities, or for any other reason.
The Depositary and the Custodian may refuse to accept CPOs for
deposit whenever notified that the Company has restricted transfer of such CPOs
to comply with the disclosure requirements referred in Sections 2.06, 3.04 and
3.05 of the Deposit Agreement.
Notwithstanding any provision of the Deposit Agreement or this
Receipt, the surrender of outstanding Receipts and withdrawal of Deposited
Securities may not be suspended, except as permitted in General Instructions
IA(1) to Form F-6 (as may be amended from time to time) under the Securities Act
of 1933. Without limitation of the foregoing, the Depositary will not knowingly
accept for deposit under the Deposit Agreement any CPOs or other Deposited
Securities, which, if sold by the holder thereof in the United States or its
territories, would be subject to the registration provisions of the United
States Securities Act of 1933, as from time to time amended, unless a
registration statement is in effect as to such CPOs or other Deposited
Securities.
(4) Liability of Holder For Taxes. If any Mexican tax or other
governmental charge or assessment imposed under applicable laws shall become
payable with respect to any Deposited Securities represented hereby, such tax,
other governmental charge or expense shall be payable by the Holder hereof to
the Depositary. The Depositary may refuse, and the Company shall be under no
obligation to effect any transfer, split up or combination of this Receipt or
any deposit or withdrawal of Deposited Securities represented hereby until such
payment is made, and may withhold or deduct any dividends or other
distributions, or may sell for the account of the Holder hereof any part or all
of the Deposited Securities represented hereby, and may apply such dividends or
other distributions or the proceeds of any such sale in payment of such tax,
other governmental charge or expense, the Holder hereof remaining liable for any
deficiency.
A-4
(5) Warranties by Depositor. Each person depositing CPOs under the
Deposit Agreement shall be deemed thereby to represent and warrant that such
CPOs and the Shares represented thereby and each certificate therefor, if any,
are validly issued and outstanding, fully paid and non-assessable and free of
any preemptive rights, if any, and that the person making such deposit is duly
authorized so to do. Such person shall also be deemed to represent (i) that CPOs
deposited by that person are not Restricted Securities and (ii) that the deposit
of CPOs or sale of Receipt by that person is not restricted, under the
Securities Act of 1933. Such representations and warranties shall survive the
deposit of CPOs and issuance and cancellation of Receipts.
(6) Charges of Depositary. The Depositary shall charge any party who
makes a deposit or to whom Receipts are issued or any party who makes a
withdrawal or who surrenders Receipts a fee of up to $5.00 or less per 100
American Depositary Shares (or portion thereof). In addition, the Depositary
shall charge to the Holders a fee of up to $2.00 per 100 American Depositary
Shares (or portion thereof) for any cash distribution made pursuant to the
Deposit Agreement (including, but not limited to, Sections 4.02 through 4.05
thereof). The foregoing charges shall not be imposed to the extent prohibited by
the rules of any securities exchange on which the American Depositary Shares are
admitted for trading. Holders will also pay such charges, taxes, and other
expenses as specified in the Deposit Agreement and Exhibit B thereto.
(7) Filing Proofs, Certificates, and Other Information. Any person
presenting CPOs for deposit or any Holder may be required from time to time to
file with the Depositary or the Custodian such proof of citizenship, residence
or exchange control approval, if applicable, payment of all applicable Mexican
taxes or other governmental charges, compliance with all applicable laws,
regulations, and provisions of or governing Deposited Securities and, the terms
of the Deposit Agreement, and legal or beneficial ownership of Receipts,
Deposited Securities and other securities, and the nature of such interest, or
to provide information relating to the registration on the books of the Company
or the Trust (or the appointed agent of the Company or the Trust for transfer
and registration of CPOs including Indeval) of the CPOs presented for deposit or
other information, to execute such certificates and to make such representations
and warranties, as the Depositary may deem necessary or proper or as the Company
may require by written request to the Depositary consistent with its obligations
as thereunder. The Depositary may withhold execution or delivery or registration
of transfer of any Receipt or the distribution or sale of any dividend or other
distribution of rights or of the proceeds thereof or the delivery of any
Deposited Securities until such proof or other information is filed or such
certificates are executed to the Depositary's satisfaction. The Depositary
shall, upon the Company's written request, provide the Company and the CPO
A-5
Trustee, in a timely manner, with copies, or originals if necessary and
appropriate, of (i) any such proofs and certificates which the Depositary
receives, and (ii) any other information or documents which the Company may
reasonably request and which the Depositary shall request and receive from the
Holders.
(8) Disclosure of Interests. The Company, the Depositary or the
Custodian may from time to time request Holders to provide information as to the
capacity in which, they hold or held Receipts and regarding the identity of any
other persons then or previously-interested in such Receipts and the nature of
such interest and various other matters. Each such Holder agrees to provide
promptly any such information after request by the Company, the Depositary or
the Custodian pursuant to this article.
(9) Ownership Restrictions. The Company may restrict transfers of
the CPOs where such transfer might result in ownership of CPOs exceeding the
limits under applicable law, the Trust or the CPO Deed, if any. The Company may
also restrict, in such manner as it deems appropriate, transfers of the American
Depositary Shares where such transfer may result in the total number of CPOs
represented by the American Depositary Shares owned by a single Holder to exceed
the limits under any applicable law, the Trust or the CPO Deed, if any. The
company may instruct the Depositary to take action at the Company's expense with
respect to the ownership interest of any Holder in excess of the limitation set
forth in the preceding sentence, including but not limited to a mandatory sale
or disposition on behalf of a Holder of the CPOs represented by the American
Depositary Shares held by such Holder in excess of such limitations, if and to
the extent such disposition is permitted by applicable law. Subject to Sections
5.03 and 5.08 of the Deposit Agreement, the Depositary shall use its reasonable
efforts to comply with the Company's instructions as to Receipts in respect of
any such enforcement or limitation and Holders shall comply with all such
disclosure requirements and ownership limitations and shall cooperate with the
Depositary's compliance with such instructions.
It is expressly acknowledged by the Holders that in accordance with
the provisions governing the Trust and under Mexican Law, Holders and holders of
CPOs are not entitled to withdraw the Shares underlying the CPOs for the term of
duration of the Trust, and withdrawal of Shares will be made only by persons
eligible to hold Shares, as provided in the Estatutos.
(10) Title to Receipts. It is a condition of this Receipt, and every
successive Holder hereof by accepting or holding the same consents and agrees,
that title to this Receipt (and to the American Depositary Shares evidenced
hereby), when properly endorsed or accompanied by proper instruments of
transfer, is transferable by delivery with the same effect as in the case of a
A-6
negotiable instrument; provided, however, that the Depositary, notwithstanding
any notice to the contrary, may deem and treat the person in whose name this
Receipt is registered on the books of the Depositary as the absolute owner
hereof for the purpose of determining the person entitled to distribution of
dividends or other distributions or to any notice provided for in the Deposit
Agreement and for all other purposes.
(11) Validity of Receipt. This Receipt shall not be entitled to any
benefits under the Deposit Agreement or be valid or obligatory for any purpose,
unless this Receipt shall have been executed by the Depositary by the manual
signature of a duly authorized officer or, if a Registrar for the Receipts shall
have been appointed, such signature may be a facsimile if this Receipt is
countersigned by the manual signature of a duly authorized officer of such
Registrar.
(12) Available Information. The Company is subject to the periodic
reporting requirements of the Securities Exchange Act of 1934 and is required to
accordingly file certain reports with the Commission. Such reports and
information will be available for inspection and copying by Holders at the
public reference facilities maintained by the Commission located at the date
hereof at Judiciary Plaza, 450 Fifth Street (Room 1024), N.W., Washington, D.C.
20549.
Dated:
Countersigned CITIBANK, N.A.,
as Depositary
By: ___________________________ By: ___________________________
Authorized Officer Vice President
The address of the Principal office of the Depositary is 111 Wall
Street, 5th Floor, New York, New York 10043.
A-7
(FORM OF REVERSE OF RECEIPT)
SUMMARY OF CERTAIN ADDITIONAL PROVISIONS
OF THE DEPOSIT AGREEMENT
(13) Dividends and Distributions; Rights. Whenever the Custodian or
the Depositary shall receive any cash dividend or other cash distribution on any
Deposited Securities, the Depositary or the Custodian will, if at the time of
receipt thereof any amounts received in a foreign currency can in the judgment
of the Depositary be converted on a reasonable basis into United States dollars
distributable to the Holders entitled thereto and, subject to the provisions of
the Deposit Agreement, as soon as practicable convert such dividend or
distribution into United States dollars and will remit the amount thus received
to the Depositary which shall, after fixing a record date pursuant to Section
4.07 of the Deposit Agreement, distribute such amount to the Holders of record
on the Record Date, in proportion to the number of American Depositary Shares
representing such Deposited Securities held by them respectively after deduction
or upon payment of the fees, if any, and expenses of the Depositary; provided,
however, that the Depositary (i) shall make appropriate adjustments in the
amount so distributed in respect of any of such Deposited Securities being not
entitled, by reason of its date of issuance or otherwise, to receive all or any
portion of such distribution and (ii) the amount distributed will be reduced by
any amounts required to be withheld by the Company, the CPO Trustee, the
Depositary or the Custodian in respect of taxes or other governmental charges.
The Depositary shall distribute only such amount, however, as can be distributed
without attributing to any Holder a fraction of one cent and any balance not so
distributable shall be held by the Depositary (without liability for interest
thereon) and shall be added to and become part of the next sum received by the
Depositary for distribution to Holders then outstanding. If in the judgment of
the Depositary, amounts received in foreign currency may not be converted on a
reasonable basis into United States dollars distributable to the Holders
entitled thereto, or may not be so convertible for all of the Holders entitled
thereto, the Depositary may in its discretion make such conversion, if any, and
distribution in United States dollars to the extent permissible to the Holders
entitled thereto and may distribute the balance of the foreign currency received
and not so convertible by the Depositary to, or hold (without liability for
interest thereon) such balance for the account of, the Holders entitled thereto.
If in the opinion of the Depositary any distribution other than cash or CPOs
upon any Deposited Securities cannot be made proportionately among the Holders
entitled thereto, or if for any other reason the Depositary deems such
distribution not to be feasible, the Depositary may adopt such method as it may
deem equitable for the purpose of effecting such distribution, including the
sale (at public or private sale) of the securities or property thus received, or
A-8
any part thereof, and the net proceeds of any sale (after deduction of any taxes
and fees, if any, and expenses of the Depositary) will be distributed by the
Depositary to the Holders entitled thereto as in the case of a distribution
received in cash. If any distribution upon any Deposited Securities consists of
a dividend in, or free distribution of Shares, the Depositary may with the
Company's approval, and shall if the Company shall so request, distribute to the
Holders of record of outstanding Receipts entitled thereto, in proportion to the
number of American Depositary Shares representing such Deposited Securities held
by them respectively, additional Receipts for an aggregate number of American
Depositary Shares representing the number of CPOs received as such dividend or
free distribution. In lieu of delivering Receipts for fractional American
Depositary Shares in any such case, the Depositary will sell the number of CPOs
represented by the aggregate of such fractions and distribute the net proceeds,
all in the manner and subject to the conditions set forth in the Deposit
Agreement. In the event that the Company shall offer or cause to be offered to
the holders of any Deposited Securities any rights to subscribe for additional
CPOs, Shares or any rights of any other nature and the Company or CPO Trustee as
a holder of Shares shall offer or cause to be offered to the holders of CPOs the
right to instruct the Company or the CPO Trustee, as the case may be, to
subscribe for such holders' proportionate share of such additional Shares, CPOs,
or other securities, the Depositary, after consultation with the Company, will
have discretion as to whether such rights are to be made available to the
Holders or in disposing of such rights on behalf of such Holders or in allowing
such rights to lapse; provided, however, that the Depositary may, and if
requested by the Company shall, either (a) make such rights available to all
Holders or certain Holders but not others by means of warrants or otherwise, if
lawful and feasible, or (b) if making such rights available is not lawful or not
feasible, or if the rights represented by such warrants or other instruments are
not exercised and appear to be about to lapse, sell such rights or warrants or
other instruments at public or private sale, at such place or places and upon
such terms as the Depositary may deem proper, and allocate the proceeds of such
sales for the account of the Holder otherwise entitled thereto upon an averaged
or other practicable basis without regard to any distinctions among such Holders
because of exchange restrictions or the date of delivery of any Receipt or
Receipts, or otherwise and distribute such net proceeds to the extent
practicable as in the case of cash dividends. If by the terms of such rights
offering or by reason of applicable law, the Depositary may neither make such
rights available to such Holders nor dispose of such rights and make the net
proceeds available to such Holders, then the Depositary shall allow the rights
to lapse (without incurring liability to any person as a consequence thereof).
A-9
The Depositary shall not be responsible for any failure to determine
that it may be lawful or feasible to make such rights available to Holders in
general or any Holder or Holders in particular.
If registration under the Securities Act of 1933 of the securities
to which any rights relate is required in order for the Company to offer such
rights to Holders and sell the securities represented by such rights, the
Depositary will not offer such rights to the Holders (i) unless and until a
registration statement under the Securities Act of 1933 covering such offering
is in effect, or (ii) unless the Company furnishes the Depositary an opinion of
counsel for the Company in the United States satisfactory to the Depositary or
other evidence satisfactory to the Depositary to the effect that the offering
and sale of such securities to the Holders of such Receipts are exempt from or
do not require registration under the provisions of the Securities Act of 1933.
The Company or the CPO Trustee shall have no obligation to register such rights
or such securities under the Securities Act of 1933.
(14) Record Dates. Whenever the Depositary shall receive notice from
the Company or CPO Trustee of the fixing of a record date by the Company for the
determination of holders of Deposited Securities entitled to receive any cash
dividend or other cash distribution or any distribution other than cash, or any
rights to be issued, or whenever for any reason the Depositary causes a change
in the number of CPOs that are represented by each American Depositary Share
with respect to the Deposited Securities, or whenever the Depositary shall
receive notice of any meeting of holders of CPOs, Shares or other Deposited
Securities, or whenever the Depositary shall find it necessary or convenient in
connection with the giving of any notice, solicitation of any consent or any
other matter, the Depositary, after consultation with the Company, will fix a
record date (which, to the extent practicable, shall be the same corresponding
record date for CPOs or other Deposited Securities set by the Company, the CPO
Trustee or Indeval) for the determination of the Holders who will be entitled to
receive such dividend, distribution, rights or the net proceeds of the sale
thereof, or changed number of CPOs, or to give instructions for the exercise of
voting rights at any such meeting, or to receive such notice or solicitation, or
to otherwise take action, or to give or withhold such consent, subject to the
provisions of the Deposit Agreement.
(15) Voting of Deposited Securities. Pursuant to the provisions of
the Trust, Holders may not vote the Shares represented by the CPOs. The voting
rights in respect of Shares underlying the CPOs may be voted only by the CPO
Trustee, which is required under the Trust to vote the Shares in the same manner
as holders of the majority of Shares that are not held in the Trust shall have
voted such Shares at the relevant meeting. As soon as practicable after after
A-10
receipt of notice pursuant to Section 5.06 of the Deposit Agreement of a CPO
General Meeting (as hereinafter defined) or any meeting of holders of other
Deposited Securities, the Depositary shall fix a record date, as provided in
Section 4.07 of the Deposit Agreement, for determining the Holders entitled to
give instructions for the exercise of voting rights at a CPO General Meeting, if
any, and shall mail to the Holders of record a notice which shall contain: (a)
such information as is contained in such notice of meeting (including any
statement by the CPO Trustee requiring holders of CPOs to give notice of their
intention to attend the meeting in person or by proxy), and (b) a statement that
the Holders of record at the close of business on a specified record date will
be entitled, subject to any applicable provisions of the Trust or Mexican law
and of the Estatutos (which provisions, if any, shall be summarized in pertinent
part), to instruct the Depositary as to the exercise of the voting rights at a
CPO General Meeting, if any, pertaining to the number of CPOs or other Deposited
Securities represented by their respective American Depositary Shares evidenced
by their respective Receipts. Upon the written request of a Holder on such
record date, received on or before the date established by the Depositary for
such purpose, the Depositary shall endeavor insofar as is practicable to vote or
cause to be voted the amount of Deposited Securities represented by such
American Depositary Shares evidenced by such Receipt in accordance with the
instructions set forth in such request, or to cause such notice of intention to
attend the meeting to be timely delivered to Indeval.
The Depositary agrees not to, and shall ensure that the Custodian
and each of their nominees do not, vote the CPOs or other Deposited Securities
represented by the American Depositary Shares evidenced by a Receipt other than
in accordance with such instructions from the Holder.
Holders of CPOs representing at least 10% of the aggregate number of
CPOs outstanding may request that the Common Representative call a meeting of
holders of CPOs (a "CPO General Meeting"). Whenever any Holder gives a notice to
the Depositary or the Custodian containing a request for a CPO General Meeting
concerning any business of the Trust or at which holders of CPOs may be entitled
to vote, the Custodian shall, as a holder of CPOs, give notice to the Common
Representative containing such request in the same form as provided in the
notice from such Holder. Such notice by the Custodian shall state that it is
given in the Custodian's capacity as the holder of that number of CPOs
represented by the American Depositary Shares evidenced by the Receipts held by
such Holder.
A-11
In order for holders of CPOs to be entitled to attend CPO General
Meetings, such holders must request from Indeval, through an authorized
depositary, not less than two days prior to the date fixed for the meeting, a
deposit receipt and must submit such receipt with the institution designated for
such purposes in the notice for such meeting on or before the date prior to the
date fixed for the meeting. Persons appointed by an instrument in writing as
proxy for a holder or holders of CPOs will be entitled to attend CPO General
Meetings. Holders of Receipts will not be treated as holders of CPOs for these
purposes.
(16) Chances Affecting Deposited Securities. Upon any change in
nominal or par value, split-up, consolidation or any other reclassification of
Deposited Securities, any termination or reorganization of the Trust (whether or
not a new or successor trust or CPO trustee is formed or appointed) upon any
recapitalization, reorganization, merger or consolidation or sale of assets
affecting the Company or to which it is a party, any CPOs or any other
securities which shall be received by the Depositary or a custodian in exchange
for, in conversion of or replacement or otherwise in respect of Deposited
Securities shall be treated as new Deposited Securities under the Deposit
Agreement, and American Depositary Shares shall thenceforth represent, in
addition to existing Deposited Securities, the new Deposited Securities or CPOs
so received in exchange, conversion, replacement or otherwise, unless additional
or new Receipts are delivered pursuant to the following sentence. In any such
case the Depositary may with the Company's approval, and shall if the Company
shall so request, execute and deliver additional Receipts as in the case of a
stock dividend, or call for the surrender of outstanding Receipts to be
exchanged for new Receipts. Notwithstanding the foregoing, in the event that any
security so received may not be lawfully distributed to some or all Holders, the
Depositary (after consultation with the Company) may sell such securities at
public or private sale, at such place or places and upon such terms as it may
deem proper, and shall allocate the net proceeds of such sales for the account
of the Holders otherwise entitled to such securities upon an averaged or other
practicable basis without regard to any distinctions among such Holders and
distribute the net proceeds so allocated to the extent practicable as in the
case of a distribution received in cash.
(17) Reports; Inspection of Transfer Books. The Depositary will make
available for inspection during business hours by Holders at its Principal
office and at the principal office of each custodian copies of the Deposit
Agreement, any notices, reports or communications received from the Company, the
CPO Trustee or Indeval, including any proxy soliciting material, which are both
(a) received by the Depositary, the Custodian or the nominee of either, as the
holder of the Deposited Securities, and (b) made generally available to the
A-12
holders of such Deposited Securities by the Company, the CPO Trustee or Indeval.
The Depositary will also send to Holders copies of such notices, reports and
communications when furnished by the Company or the CPO Trustee to the
Depositary as provided in the Deposit Agreement. The Depositary will keep books
for the registration of Receipts and their transfer which at all reasonable
times will be open for inspection by the Company and Holders, provided that such
inspection shall not be for the purpose of communicating with Holders in the
interest of a business or object other than the business of the Company or a
matter related to' the Deposit Agreement or the Receipts.
(18) Withholding. In connection with any distribution to Holders,
the CPO Trustee, the Company or its agent or the Depositary or its agent, aso
appropriate, will remit to the appropriate governmental authority or agency all
amounts (if any) withheld and owing to such authority or agency. The Depositary
will forward to the Company or its agent such information from its records as
the Company or the CPO Trustee may reasonably request to enable the CPO Trustee
or the Company or its agent to file necessary reports with governmental
authorities or agencies, and the Custodian, the Depositary or the Company or its
agents may file any such reports necessary to obtain benefits under applicable
tax treaties for the Holders. Notwithstanding any other provisions of the
Deposit Agreement, in the event that the Depositary determines that any
distribution in property (including CPOs or rights to subscribe therefor) is
subject to any tax or other governmental charge or assessment which the
Depositary or the Custodian is obligated to withhold, the Depositary may (after
consultation with the Company) dispose of all or a portion of such property
(including CPOs and rights to subscribe therefor) in such amounts and in such
manner as the Depositary deems necessary and practicable to pay such taxes,
charges or assessments by public or private sale, and the Depositary shall
distribute the net proceeds of any such sale or the balance of any such property
after deduction of such taxes, charges or assessments to the Holders entitled
thereto (and net of fees of the Depositary).
(19) Liability of the Company and Depositary. Neither the
Depositary, nor the Company, nor any of their directors, employees, agents or
affiliates shall incur any liability to any Holder or any other person, if, by
reason of any provision of any present or future law, or of any other
governmental authority or regulatory authority or stock exchange, or by reason
of any provision, present or future, of the Estatutos, the Trust or the CPO Deed
or the provisions of or governing any Deposited Securities, or by reason of any
act of God or war or other circumstances beyond its control, the Depositary, its
agents or the Company, or its agents, shall be prevented or forbidden from or
subjected to any civil or criminal penalty or restraint on account of, or
delayed in, doing or performing any act or thing which by the terms of the
Deposit Agreement it is provided shall be done or performed; nor shall the
A-13
Depositary or its agents or the Company or its agents incur any liability to any
Holder or other person by reason of any non-performance or delay, caused as
aforesaid, in performance of any act or thing which by the terms of the Deposit
Agreement it is provided shall or may be done or performed, or by reason of any
exercise of, or failure to exercise, any discretion provided for in the Deposit
Agreement, the Estatutos, the CPO Trust and the CPO Deed. Where, by the terms of
a distribution pursuant to Sections 4.02, 4.03, or 4.04 of the Deposit
Agreement, or an offering or distribution pursuant to Section 4.05 'of the
Deposit Agreement, or for any other reason, such distribution or offering may
not be made available to Holders, or some of them, and the Depositary may not
dispose of such distribution or offering on behalf of such Holders and make the
net proceeds available to such Holders, then the Depositary shall not make such
distribution or offering, and shall allow any such rights, if applicable, to
lapse.
The Company and its agents assume no obligation and shall be subject
to no liability under the Deposit Agreement or this Receipt to Holders or other
persons except that it agrees to perform its obligations set forth in the
Deposit Agreement without negligence or bad faith.
Each of the Depositary and its agents assumes no obligation and
shall be subject to no liability under the Deposit Agreement or this Receipt to
Holders or other persons (including without limitation, liability with respect
to the validity or worth of the Deposited Securities), except that it agrees to
perform its duties set forth in the Deposit Agreement without negligence or bad
faith. Each of the Company and the Depositary and their respective agents
undertakes to perform such duties and only such duties as are specifically set
forth in the Deposit Agreement, and no implied covenants or obligations shall be
read into the Deposit Agreement or this Receipt against the Company, the
Depositary or their respective agents.
Without limitation of the foregoing, neither the Depositary, nor any
of its agents, nor the Company nor any of its agents shall be (a) under any
obligation to appear in, prosecute or defend any action, suit or other
proceeding in respect of any Deposited Securities or in respect of the Receipts,
which in its opinion may involve it in expense or liability, unless indemnity
satisfactory to it against all expense (including fees and disbursements of
counsel) and liability be furnished as often as may be required (and no
Custodian shall be under any obligation whatsoever with respect to such
proceedings, the responsibility of the Custodian being solely to the
Depositary), or (b) liable for any action or inaction by it in reliance upon the
advice of or information from legal counsel, accountants, any person by or on
behalf of whom CPOs are presented for deposit, any Holder, or any other person
A-14
believed by it in good faith to be competent to give such advice or information.
The Depositary, its agents, and the Company and its agents may rely and shall be
protected in acting or not acting upon any written notice, request or other
document believed by it in good faith to be genuine and to have been signed or
presented by the proper party or parties.
The Company and the Depositary and their agents shall not be
responsible for any failure to carry out any instructions to vote any of the
Deposited Securities, or for the manner in which any such vote is cast or the
effect of any such vote or failure to vote, provided that such action or
omission is in good faith and in accordance with the terms of the Deposit
Agreement. No disclaimer of liability under the Securities Act of 1933 is
intended by any provision of the Deposit Agreement.
Subject to the further terms and provisions of this article (19),
Citibank, N.A. and its agents may own and deal in any class of securities of the
Company and its affiliates and in Receipts. The Depositary may issue Receipts
against evidence of rights to receive CPOs from the Company, the CPO Trustee, or
any custodian, registrar, transfer agent, clearing agency or other entity
involved in ownership or transaction records on behalf of the Company or the CPO
Trustee, in respect of the CPOs. Such evidence of rights shall consist of
written blanket or specific guarantees of ownership of CPOs furnished on behalf
of the holder thereof. In its capacity as Depositary, Citibank, N.A. shall not
lend CPOs or Receipts; provided, however, that the Depositary may (i) issue
Receipts prior to the receipt of CPOs pursuant to Section 2.02 of the Deposit
Agreement and (ii) deliver CPOs prior to the receipt and cancellation of
Receipts pursuant to Section 2.05 of the Deposit Agreement, including Receipts
which were issued under (i) above but for which CPOs may not have been received
(any such issuance of Receipts or delivery of CPOs being a "Pre-Release"). The
Depositary may receive Receipts in lieu of CPOs under (i) above and receive CPOs
in lieu of Receipts under (ii) above. Each PreRelease shall be (a) accompanied
by a written representation by the person or entity (the "Applicant") to whom
Receipts are issued or CPOs delivered that at the time the Depositary issues
such Receipts or delivers such CPOs, the Applicant or its customer owns the CPOs
or Receipts to be delivered to the Depositary, (b) subject to a written
representation by the Applicant or its customer that it will hold such CPOs or
Receipts in trust for the Depositary until their delivery to the Depositary or
Custodian, reflect on its records the Depositary as owner of such CPOs or
Receipts and deliver such CPOs or Receipts upon the Depositary's request on
termination of the Pre-Release, (c) at all times fully collateralized (marked to
market daily) with cash, United States government securities, or other
collateral off comparable safety and liquidity, (d) terminable by the Depositary
on not more than five (5) business days notice, and (e) subject to such further
A-15
indemnities and credit regulations as the Depositary deems appropriate. The
Depositary intends that the number of Receipts issued by it under (i) above and
outstanding at any time generally will not exceed thirty percent (30%) of the
Receipts issued by the Depositary and with respect to which CPOs are on deposit
with the Depositary or Custodian and that the CPOs released by it pursuant to
(ii) above and outstanding at any time generally will not exceed 30% of the CPOs
that remain on deposit with the Custodian; provided, however, that the
Depositary reserves the right to change or disregard such limits from time to
time as the Depositary deems appropriate. -The Depositary will also set limits
with respect to the number of Receipts and CPOs involved in transactions to be
effected hereunder with any one person on a case by case basis as it deems
appropriate.
The Depositary may retain for its own account any compensation
received by it in connection with the foregoing, including without limitation
earnings on the collateral provided by an Applicant.
(20) Resignation and Removal of Depositary; Substitution of
Custodian. The Depositary may at any time resign as Depositary under the Deposit
Agreement by 60 days written notice of its election so to do delivered to the
Company, such resignation to be effective upon the appointment of a successor
depositary and its acceptance of such appointment as provided in the Deposit
Agreement. The Depositary may at any time be removed by the Company by 60 days
written notice of such removal, such removal to be effective upon the
appointment of a successor depositary and its acceptance of such appointment as
provided in the Deposit Agreement. The Depositary may at any time appoint a
substitute or an additional custodian and the term "Custodian" shall also refer
to such substitute or additional custodian.
(21) Amendment of Deposit Agreement and Receipts. The form of the
Receipts and any provisions of the Deposit Agreement may at any time and from
time to time be amended by agreement between the Company and the Depositary in
any respect which they may deem desirable. Any amendment which shall impose or
increase any fees or charges (other than the fees of the Depositary for the
execution and delivery of Receipts and taxes or other governmental charges), or
which shall otherwise prejudice any substantial existing right of Holders, shall
not, however, become effective as to outstanding Receipts until the expiration
of 30 days after notice of such amendment shall have been given to the Holders
of outstanding Receipts. Every Holder at the time any amendment so becomes
effective shall be deemed, by continuing to hold such Receipt, to consent and
agree to such amendment and to be bound by the Deposit Agreement as amended
thereby, except in order to comply with the mandating provisions of applicable
A-16
law and the provisions governing CPOs. In no event shall any amendment impair
the right of the Holder hereof to surrender this Receipt and receive therefor
the Deposited Securities represented hereby, except in order to comply with the
mandating provisions of applicable law and the provisions governing CPOs.
(22) Termination of Deposit Agreement. The Depositary will, at the
written direction of the Company, at any time, terminate the Deposit Agreement
by mailing notice of such termination to the Holders of all Receipts then
outstanding at least 30 days prior to the date fixed in such notice for such
termination. At any time 60 days after (i) the Depositary shall have resigned,
or (ii) the Company shall have given notice of the removal of the Depositary
under the Deposit Agreement, and, in either case, a successor depositary shall
not have been appointed and accepted its appointment, the Deposit Agreement
shall automatically terminate on said 60th day after delivery of such notice. If
any Receipts shall remain outstanding after the date of termination, the
Depositary thereafter will discontinue the registration of transfers of
Receipts, will suspend the distribution of dividends to the Holders thereof, and
will not give any further notices or perform any further acts under the Deposit
Agreement, except the collection of dividends and other distributions pertaining
to Deposited Securities, the sale of rights and the delivery of Deposited
Securities, together with any dividends or other distributions received with
respect thereto and the net proceeds of the sale of any rights or other
property, in exchange for Receipts surrendered to the Depositary (after
deducting, or charging, the fees of the Depositary for the surrender of a
Receipt, any expenses for the account of the Holder in accordance with the terms
and conditions of the Deposit Agreement and any applicable taxes or other
governmental charges). At any time after the expiration of two years from the
date of termination, the Depositary may sell the Deposited Securities then held
under the Deposit Agreement and may thereafter hold uninvested the net proceeds
of any such sale, together with any other cash then held by it under the Deposit
Agreement, in an unsegregated escrow account, without liability for interest,
for the pro rata benefit of the Holders not theretofore surrendered. Thereafter
the Depositary will be discharged from all obligations under the Deposit
Agreement, except to account for such net proceeds and other cash (after
deducting or charging such fees, expenses, taxes and charges as aforesaid). Upon
the termination of the Deposit Agreement, the Company shall be discharged from
all obligations under the Deposit Agreement except for its obligations to the
Depositary under Section 5.08 and 5.09 of the Deposit Agreement.
Notwithstanding anything to the contrary in this article and the
Deposit Agreement, unless otherwise extended by .the Company and the Depositary,
the Deposit Agreement shall automatically terminate on the date of the
termination of the Trust, unless CPOs are exchanged for CPOs issued pursuant to
any Successor Trust in which case the provisions of Section 4.14 of the Deposit
Agreement shall supersede any inconsistent provisions of Section 6.02 of the
Deposit Agreement. The Depositary will not charge its deposit or withdrawal fees
in case of exchange of CPOs for CPOs issued pursuant to any Successor Trust.
A-17
(23) Compliance With U.S. Securities Laws. Notwithstanding any
provisions in this Receipt or the Deposit Agreement to the contrary, the Company
and the Depositary have each agreed that it will not exercise any rights it has
under the Deposit Agreement or the Receipt to prevent the withdrawal or delivery
of Deposited Securities in a manner which violate the United States securities
laws, including, but not limited to Section I A(1) of the General Instructions
to Form F-6 Registration Statement, as amended from time to time, under the
Securities Act of 1933.
(24) The CPO Trust. (a) GE Capital Bank, S.A., Institucion de Banca
Multiple, GE Capital Grupo Financiero, Division Fiduciaria is CPO Trustee under
the trust that was created under the Mexican Foreign Investment Law (Ley de
Inversion Extranjera) to facilitate non-Mexican investment in the Company
pursuant to a trust agreement dated as May 24, 1993 (such trust as amended on
July 24, 1996, as amended and restated on June 27, 2003 and as amended from time
to time thereafter and any successor trust thereto, the "Trust"). The Trust
operates through Indeval, the central depositary for participants trading on the
Mexican Securities Exchange, which maintains ownership records of the CPOs in
book entry form. The principal executive office of the CPO Trustee is located,
as of June 27, 2003, at Prol. Av. Reforma No. 490, 3 (degree) floor, Col. Santa
Fe, 01210 Mexico, D.F. The terms of the Trust, upon which the Shares may be
deposited and CPOs issued, are briefly described as follows (which description
is qualified by, and subject to, the terms of the Trust, copies of which in
Spanish and in an English translation are on file at the Depositary's Principal
Office): (i) each CPO represents a financial interest in one Series A Share;
(ii) the voting rights in respect of Shares underlying the CPOs may be voted
only by the CPO Trustee, which is required under the Trust to vote the Shares in
the same manner as holders of the majority of the Shares that are not held in
the Trust shall have voted such Shares at a shareholders' meeting; (iii) Holders
of CPOs are entitled to certain limited voting rights with respect to the CPOs
in accordance with Section 4.08 of the Deposit Agreement; (iv) cash
distributions on the Shares are collected by the CPO Trustee and credited to the
accounts of Holders of CPOs through Indeval not later than the business day
following the day on which funds are received by Indeval; (v) any Shares
resulting from dividends, splits or plans of reorganization will be held by the
CPO Trustee who will hold such Shares in trust, and the CPO Trustee will
distribute to Holders of CPOs, in proportion to their holdings, additional CPOs
though Indeval at the same time as direct holders of Shares receive such
securities (but only in the form of CPOs, to the extent available); (vi) subject
to applicable law, the CPO Trustee may offer to Holders of CPOs the right to
instruct the CPO Trustee to subscribe on such Holders' behalf additional Shares
offered by the Company, although neither the CPO Trustee nor the Company is
obligated to register such rights under the Securities Act of 1993; (vii) the
A-18
current Trust will terminate on June 29, 2023 (unless the term is extended by
amendment of the Trust) and upon such termination and the termination of any
Successor Trust, the parties to the Trust anticipates that the CPOs will be
exchanged for CPOs issued pursuant to a Successor Trust with terms similar to
the then current Trust; (viii) Indeval participants may confirm their position
on the Trust's transfer books through Indeval but may not inspect the same or
obtain any list of Holders of CPOs; (ix) Holders of CPOs are not entitled to
withdraw the Shares that are held in the Trust; (x) Mexican individuals and
Mexican companies whose charters prohibit ownership of their voting securities
by non-Mexican nationals may not hold CPOs; and (xi) the terms of the Trust
limit the liability of the CPOs Trustee to the amount of the assets of the
Trust. Fees or charges payable to the CPOs Trustee are not charged against
Holders of CPOs.
A-19
(ASSIGNMENT AND TRANSFER SIGNATURE LINES)
NOTE: The signature to any endorsement hereon must correspond with the
name as written upon the face of this Receipt in every particular, without
alteration or enlargement or any change whatever.
If the endorsement be executed by an attorney, executor,
administrator, trustee or guardian, the person executing the endorsement must
give his full title in such capacity and proper evidence of authority to act in
such capacity, if not on file with the Depositary, must be forwarded with this
Receipt.
All endorsements or assignments of Receipts must be guaranteed by a
New York Stock Exchange member firm or member of the Clearing House of the
American Stock Exchange Clearing Corporation or by a bank or trust company
having an office or correspondent in the City of New York.
A-20