Resolution modifying the General Provisions applicable to securities issuers and other participants in the securities market — SHCP — MX

DOF: 15/11/2016

RESOLUTION modifying the General Provisions applicable to securities issuers and other participants in the securities market

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- Ministry of Finance and Public Credit.- National Banking and Securities Commission.

The National Banking and Securities Commission, based on the provisions of Articles 2, fractions VII and XVI of the Securities Market Law; 4, fractions XXXVI and XXXVIII and 16, fraction I of the National Banking and Securities Commission Law, and

CONSIDERING

That it is convenient to establish the manner and terms in which securities issuers may request the cancellation of the listing of securities they maintain on a stock exchange to list them on a different one, while establishing the obligations that these issuers must comply with for this purpose, with the objective that the general investing public and the securities market have relevant and timely information, as well as to establish alternatives for the securities market to be deeper and more dynamic;

That in order to encourage a greater number of placements of instruments representing capital in the securities market of large issuers, it is necessary to determine that for listing purposes on stock exchanges, the percentage of share capital that must be placed with the investing public may be at least 15 percent or a reference in investment units, which will allow issuers with high share capital to place their shares with the investing public, safeguarding at all times the exercise of corporate and patrimonial rights of said investors;

That as a result of observed experience, the issuance of shares placed with the investing public exceeds the current threshold, so in order to continue with the incorporation of new issuers into the securities market, it is convenient to reduce this number of investors among whom the offer will be distributed, and

That it is necessary to make some adjustments to the persons who may be considered to participate in a restricted public offer, it has resolved to issue the following:

RESOLUTION MODIFYING THE GENERAL PROVISIONS APPLICABLE TO SECURITIES ISSUERS AND OTHER PARTICIPANTS IN THE SECURITIES MARKET

SINGLE.- Articles 1, fractions XV, subsection c) and XVIII; 2, fraction I, subsections k), third paragraph, m) second paragraph and numeral 4, seventh paragraph; 7, fraction VII, subsection a), numeral 6; 13 Bis, fraction I; 14, fraction III, second paragraph; the denomination of Section II "On the Cancellation of Registration" of Chapter Four of Title Two, to read "On the Cancellation of Registration and Cancellation of Listing on the Exchange"; 19, fraction VI; 25, fractions V, VI, first paragraph and VII; 27, fraction V; are REFORMED; Article 15 Bis 1 is ADDED; and Annexes H, H Bis 5, H Ter, I and N Bis 5 of the "General Provisions applicable to securities issuers and other participants in the securities market", published in the Official Gazette of the Federation on March 19, 2003, modified by Resolutions published in the said Official Gazette on October 7, 2003, September 6, 2004, September 22, 2006, September 19, 2008, January 27, July 22 and December 29, 2009, December 10 and 20, 2010, March 16, July 27, August 31 and December 28, 2011, February 16 and October 12, 2012, April 30 and July 15, 2013, January 30, June 17, September 24 and December 26, 2014, January 12 and 30, March 26 and May 13, August 27, September 28, October 20, December 31, 2015, May 6 and October 19, 2016, are SUBSTITUTED, to read as follows:

Title One . . .

Title Two . . .

Chapters One to Three . . .

Chapter Four

On the Update, Taking Note and Cancellation of Registration

Section I

. . .

Section II

On the Cancellation of Registration and Cancellation of Listing on the Exchange

Chapters Five to Seven . . .

Title Three to Eight . . .

Annexes A to G

. . .

Annex H

Instructions for the preparation of placement prospectuses, information brochures and information supplements.

Annexes H Bis to H Bis 4

. . .

Annex H Bis 5

Instructions for the preparation of placement prospectuses, information brochures and information supplements applicable to fiduciary trust exchange certificates for investment projects.

Annex H Ter

Instructions for the preparation of the document with key information for investment.

Annex I

Instructions for the preparation of placement prospectuses for optional securities.

Annex J to N Bis 4

. . .

Annex N Bis 5

Instructions for the preparation of the annual report applicable to fiduciary trust exchange certificates for investment projects.

Annex N Ter to AA

. . .

" ARTICLE 1st.

. . .

I. to XIV.

. . .

XV.

. . .

a) and b) . . .

To participate in restricted public offers: the natural or legal person who maintained on average during the last year, investments in securities equivalent in national currency to at least 20,000,000 investment units.

XVI. and XVII.

. . .

XVIII.

Restricted public offers, to the public offer for the sale of securities directed exclusively to institutional investors and qualified to participate in restricted public offers.

XIX. to XXV.

. . .

ARTICLE 2nd.- . . .

. . .

a) to j)

. . .

With respect to restricted public offers, the placement contract project must provide for the obligation on the part of the placing financial intermediary to verify that participation in said offer is solely by institutional investors or qualified to participate in restricted public offers.

. . .

With respect to restricted public offers, the explicit mention must be included that the securities may only be acquired by institutional investors and qualified to participate in restricted public offers, both in the initial public offer and in the secondary market.

Likewise, it must be specified that the investors to whom the offer is directed will participate under equal circumstances.

. . .

to 3.

. . .

Likewise, its represented party agrees to concentrate its efforts in achieving the best distribution of (the corresponding securities) solely among institutional investors and qualified to participate in restricted public offers, with a view to achieving adequate price formation in the market and has informed the issuer of the meaning and scope of the responsibilities it must assume before the investors, the competent authorities and other participants in the securities market, as an issuer with securities registered in the National Securities Register and on the exchange.

to 12

. . .

II.

Repealed.

Penultimate paragraph.- Repealed.

. . .

. . . "

" ARTICLE 7th.- . . .

I. to VI.

. . .

VII.

. . .

to 5.

. . .

In the event of issuance under the capital call mechanism, include the following:

6.1. to 6.6.

. . .

to 9.

. . .

VIII. and IX.

. . .

. . . "

" ARTICLE 13 Bis.- . . .

. . .

Have securities registered in the Registry with a term greater than one year;

II. to V. . . .

. . .

. . . "

" ARTICLE 14.- . . .

I. and II.

. . .

III.

. . .

Issuers of fiduciary trust exchange certificates for development and real estate that request the taking of note to establish that their securities may only be acquired by institutional investors or qualified to participate in restricted public offers, must demonstrate to the Commission that, during the calendar year prior to the submission of the request, only such investors were holders of said securities. Once the taking of note is effected, the provisions of these provisions for restricted public offers will apply to them.

. . . "

" Section II

On the Cancellation of Registration and Cancellation of Listing on the Exchange

ARTICLE 15 Bis 1.- Issuers that intend to cancel the listing of any or all of their securities on an exchange with the purpose of listing them on another, must be up to date in the delivery of periodic information referred to in Title Four of these provisions, comply with the requirements determined by the exchanges in their internal regulations, as well as adhere to the following:

Have prior approval from their board of directors, the technical committee of the trust in question, the local legislature or city council, as applicable.

II.

Submit on the same date both the request for cancellation of listing on the exchange where their securities are listed, and the request for listing of these on another exchange, at least ten business days in advance of the date scheduled for the cancellation and new listing of securities to take effect.

III.

Request the Commission to take note of the cancellation and new listing of securities, in accordance with Article 14, fraction III of these provisions, on the same date that the requests referred to in the previous fraction II are submitted.

IV.

Publish the relevant event referred to in Article 50, fraction III, subsection j) of these provisions, on the day that the board of directors, the technical committee of the trust, the local legislature or city council, as applicable, resolves to cancel the listing of the securities on the exchange where they are listed. Likewise, publish the relevant event referred to in the mentioned article, on the day they receive the favorable opinion of the exchange on which they will list any or all of their securities in accordance with the provisions of Article 89, second paragraph of the Securities Market Law.

Make available to the public through the SEDI of the exchange on which the new listing of the securities takes place, no later than the same day they receive their favorable opinion, that information presented during the last three years in accordance with Title Four of these provisions.

With respect to issuers that have less than three years presenting periodic information in terms of Title Four of these provisions or whose securities have less than three years listed, they must make available to the public through the SEDI of the corresponding exchange the definitive information and documentation they have presented for the obtaining of the original listing of said securities, as well as that which they have been obliged to reveal to the public from that date in accordance with Title Four of these provisions.

The exchange that receives the request for cancellation of the listing of any or all of the securities of an issuer referred to in fraction II, must communicate the respective cancellation to the issuer, indicating that this will take effect at the end of the auction session on the business day prior to the date set by the other exchange to initiate the validity of the listing of securities on it. For the purposes of the foregoing, the exchange to which the new listing is requested must communicate its resolution to both the issuer and the other exchange. "

" ARTICLE 19.- . . .

I. to V.

. . .

VI.

With respect to restricted public offers, the information and documentation for promotional, marketing or advertising purposes regarding the securities subject to the restricted public offer, must contain in a prominent manner that the investors to whom the offer is directed are institutional investors and qualified to participate in restricted public offers.

. . . "

" ARTICLE

25.-

. . .

I. to IV.

. . .

Percentage of share capital that must be placed with the general investing public, which shall be at least 15% of the issuer's share capital or at least the equivalent in national currency to 950 million investment units.

In the event that the amount to be placed in terms of the previous paragraph is equal to or greater than the equivalent in national currency to 950 million investment units and less than 12% of the issuer's share capital, according to the information presented by the latter, the stock exchanges must establish the obligation for the issuer itself to establish a repurchase fund in terms of Article 56 of the Law and Title Six of these provisions and hire the services of a Market Maker until the maintenance requirement mentioned in fraction V of Article 27 of these provisions is met.

VI.

Minimum number of shareholders or holders of credit titles representing them, considered as general investing public, once the placement operation is carried out, which in no case may be less than 100.

. . .

VII.

Distribution criteria of the securities applicable to the offer to be held in Mexico that provide that no person may acquire more than 40% of the total amount of the offer.

VIII. and IX.

. . .

. . . "

" ARTICLE 27.- . . .

Repealed.

II.

Repealed.

III.

Repealed.

IV.

Repealed.

Percentage of share capital that must be maintained with the general investing public, which must be at least 12% of the issuer's share capital, except as provided in the following paragraph.

The stock exchanges must provide as an additional maintenance requirement, the obligation for the issuer to have a repurchase fund in terms of Article 56 of the Law and Title Six of these provisions, when once the public offer is concluded, the amount effectively placed is at least the equivalent in national currency to 950 million investment units, in terms of fraction V, first paragraph, of Article 25 of these provisions, but represents less than 12% of its share capital. Said repurchase fund must be established within 10 business days following the date on which the ordinary general assembly of shareholders or holders is held, as applicable, immediately following the date on which the offer is made. Likewise, in these cases, the percentage of 12% of share capital referred to in the first paragraph of this fraction will be enforceable until five years following the first placement.

VI.

Repealed.

VII.

Repealed.

VIII.

. . .

Second paragraph.- Repealed.

. . .

Fifth paragraph.- Repealed.

Sixth paragraph.- Repealed.

. . . "

TRANSITORY PROVISIONS

FIRST.- This Resolution will enter into force the day following its publication in the Official Gazette of the Federation.

SECOND.- The exchanges must submit to the consideration of the National Banking and Securities Commission, within ninety natural days following the date of publication in the Official Gazette of the Federation of this instrument, the modifications they make to their internal regulations in terms of Article 247, fraction IV of the Securities Market Law in order to incorporate what is provided in this Resolution.

Respectfully

Mexico City, November 4, 2016.- The President of the National Banking and Securities Commission, Jaime González Aguadé.- Rubric.

ANNEX H

INSTRUCTIONS FOR THE PREPARATION OF PLACEMENT PROSPECTUSES, INFORMATION BROCHURES AND INFORMATION SUPPLEMENTS.

GENERAL GUIDELINES

This instruction includes the information disclosure requirements to which issuers must adhere for the preparation of placement prospectuses, information brochures and information supplements in order to obtain registration in the Registry and for authorization of public offers for alienation and/or subscription of the same instruments.

The preliminary placement prospectus must include the most recent information known on the date of submission of the request, with respect to the definitive placement prospectus this information must be updated, insofar as it is relevant, to the date of placement, except in cases where the general provisions and this instruction specify a certain date or period.

In the event that certain subsections or chapters of this instruction are not applicable to the specific business of the issuer, it will not be necessary to develop them; however, depending on the case, equivalent information must be provided. Likewise, if certain information required in any numeral of this instruction has been included in another chapter of the placement prospectus, it will not be necessary to include it again, only a reference to the chapter in which it is found must be made.

The order in which the chapters of the prospectus are presented must adhere to this instruction, unless the Commission, due to global offers, authorizes a different order, in which case, a summary table must be included indicating the chapters where the requirements contained in this instruction are incorporated.

In the preparation of the prospectus, clear and easy-to-understand language must always be used, avoiding using technical terms or complicated legal formalisms that cannot be easily understood by a person who does not have specialized knowledge in the subject matter.

Likewise, superlative terms and value judgments must be avoided, however, if considered necessary, they must be adequately justified.

For the purposes of this instruction, the placement prospectus is also understood to be the information supplement and information brochure, except when indicated otherwise.

Principle of relevance

In addition to the information explicitly required in the various subsections contained in this instruction, all relevant information must be provided.

This principle must be followed at all times in the preparation of the prospectus in determining the depth and breadth with which the various topics established in this instruction must be developed.

It will be the responsibility of the issuer, as well as the persons who sign the document, to determine what information is relevant in the context of the particular characteristics of each issuer. In determining what information is relevant, both quantitative and qualitative factors must be taken into account.

External information sources and expert declarations

When a report, statistics or other information contained in the placement prospectus has been obtained from a public information source, the same must be cited and when the information comes from an expert, a declaration must be included indicating that said information has been included, with the consent of the person.

Global offers

In the event that authorization is requested to carry out a global public offer, issuers will be obliged to include in the placement prospectus they distribute in national territory all that information that the legal provisions of the countries where they offer the securities request them, in addition to the information required in this instruction, eliminating those sections that are not considered applicable or relevant for Mexican investors.

In the event that the issuer carries out a public offer in Mexico and at the same time carries out a public offer in any other market and the latter is carried out under terms and conditions different from those established for the offer in national territory, said terms and conditions must be revealed in the corresponding chapters.

Currency denomination

All figures presented must be expressed in the same currency as the financial statements, unless otherwise indicated in the prospectus or supplement. With respect to figures denominated in foreign currency, when the issuer considers it convenient to present a conversion of said figures to Mexican pesos, the exchange rate on the date of the last period presented or that which corresponds in accordance with the applicable accounting regulations must be used.

In any case, the exchange rate used to convert the figures to Mexican pesos must be indicated. Likewise, the date of the exchange rate(s) used must be indicated, as well as the official source and the technical specifications of the same (for example, closing exchange rate, average, etc.).

Likewise, the type of conversion used must be indicated, and in the event that the exchange rate in effect on the date of the last period presented has been opted for, clarify that said conversion was made solely for the purpose of facilitating reading and understanding for investors, mentioning that these should not be interpreted as declarations that the amounts in the currency used to prepare the financial statements actually equate to those amounts in Mexican pesos or that they can be converted to Mexican pesos according to the indicated exchange rate.

Restricted public offers

In the case of prospectuses for a restricted public offer, the issuer may omit the information referred to in fraction VIII, subsection B), numerals 1), subsection d); 3) subsection b), sub-subsections ii), iii), iv), v), vi), vii) and xiii); 4), subsections b), c) and e), provided that the notes to the financial statements that form part of the prospectus contain equivalent information; and 5), subsections a) and d).

Likewise, the issuer may present the financial information and the corresponding to fraction VIII, subsection B), numeral 3), subsection b) only for the last two fiscal years and the most recent quarter for which information is available.

II.

INFORMATION BROCHURE FOR THE REGISTRATION OF SECURITIES IN THE REGISTRY AND FOR LISTING ON THE EXCHANGE WITHOUT A PUBLIC OFFER AND FOR PREVENTIVE REGISTRATION OF SHARES

With respect to issuers that intend to list securities on the exchange without a public offer, they must present an information brochure, which must contain the same information required in each of the chapters of this instruction, except for information regarding the public offer.

III.

INCORPORATION BY REFERENCE

Incorporation by reference must be carried out in accordance with the following:

The index of the prospectus must contain all the chapters and sections required in this instruction and, when any of them has been incorporated by reference, this situation must be indicated at the bottom of each title or subtitle, indicating the source document and the date of its presentation to this Commission and the corresponding exchange as well as the

site where said document can be publicly consulted.

Chapters of documents that do not fully comply with the requirements contained in this instruction, in the judgment of the Commission, shall not be incorporated by reference.
A section titled "Recent Events" must be included, in which relevant information not disclosed in the documents incorporated by reference is indicated.

IV.

ISSUANCES MADE UNDER AN AUTHORIZATION UNDER THE PROGRAM MODALITY

The offering prospectus prepared in relation to an offering program, in accordance with Article 13 of these provisions, shall contain the information detailed in this instruction, except for the characteristics related to the offering referred to in Chapter 2) and the cover page of this instruction, in which place the characteristics of the program shall be included. The characteristics of the securities to be offered shall be included in a supplement to the prospectus, which shall contain the following information:

The information contained in the "Prospectus Cover" section of this instruction.
The information contained in Chapter 2) regarding "The Offering" of this instruction.
A section titled "Recent Events" must be included, incorporating relevant information not disclosed in the program prospectus or documents incorporated by reference.
The following paragraph must be included in "bold" at the end of the index within the prospectus, ensuring it is at least 2 points larger in font size than that used in the index: "This supplement is an integral part of the prospectus of the program authorized by the National Banking and Securities Commission, so both documents must be consulted jointly".
The informational supplement may incorporate by reference information presented to the Stock Exchange and to investing public after the last updated program prospectus, in accordance with what is provided in fractions II to V of Article 104 of the Securities Market Law and in these provisions.

Issuers must update the program prospectus in all its chapters if, having passed 1 year from the date of its publication or from its last update, it carries out a new issuance under the program, except for issuers who are up to date in the delivery of periodic information referred to in Title Four of these provisions.

The offering prospectus, supplements to the prospectus, and corresponding notices, prepared in relation to an offering program or, regarding securities issuances whose offering is in one or more series, in terms of what is provided by Articles 7, fraction V, last paragraph, 9, or 13 Bis of these provisions, shall contain in the "Prospectus Cover" section, the declaration referred to in said Article 13 Bis.

GUARANTOR OR GUARANTEE INFORMATION

In the case of guaranteed or secured issuances, the following information about the guarantor or guarantee must be included at a minimum, except when dealing with Subsidiaries of the issuer, which will provide what is established in Chapter 3), letter a), second-to-last paragraph of the instruction for the preparation of the annual report (Annex N) of these provisions:

Corporate name and trade name or, if applicable, the name of the natural person, as well as a description of the business in which they participate.
The financial statements referred to in Article 7, fraction III, letter a), item 2 of these provisions.
Any other information considered relevant to evaluate the credit risk of the guarantor or guarantee.

In the case of prospectuses prepared for restricted public offerings, information on foreign guarantors or guarantees disclosed in their home market may be incorporated by reference, provided that it is a foreign issuer whose securities are registered, authorized, or regulated for sale to the general public by the Securities Commissions or equivalent bodies of the States that are designated members of the Council of the International Organization of Securities Commissions or the body that replaces it. The respective offering prospectus must indicate the webpage on the worldwide network (Internet) where such information can be consulted during the validity of the issuance. If such information is not available in Spanish, the offering prospectus must include a risk factor regarding this matter.

VI.

INFORMATION IN CASE OF ISSUANCES OF SHARES MADE BY FINANCIAL INSTITUTIONS IN THEIR CAPACITY AS TRUSTEE

In addition to the requirements of this instruction that are applicable, all information regarding the trust assets considered relevant to evaluate the risk of the issuance of the securities subject to registration must be included, such as:

Characteristics or general terms of the securities to be entrusted.
Historical information for at least 5 years on the payment behavior of the entrusted securities.
Information about the administrator or operator of the securities, including information systems, experience as administrator, and any other considered relevant.
Criteria that securities must meet to be assigned to the trust.
Degree of concentration by type of security.
Whether the securities are free of any encumbrance or contingency.

When the fulfillment of the trust obligations depends totally or partially on the settlor, the administrator of the securities, or any other third party, in accordance with Article 7, fraction II, letter b), item 1 of these provisions, the following information regarding them must be provided:

Corporate name and trade name or, if applicable, the name of the natural person, as well as a description of the business in which they participate.
The financial statements referred to in Article 2, fraction I, letter f), 3, fraction VII, and 4, fraction V of these provisions.
Any other information considered relevant to evaluate the credit risk of the settlor, the administrator of the securities, or third party.

This is without prejudice to this Commission requesting additional information from the settlor, the administrator of the securities, or third party, in cases it deems necessary.

VII.

INFORMATION IN CASE OF STRUCTURED SECURITIES ISSUANCES

In addition to the requirements of this instruction that are applicable, all information regarding the underlying assets considered relevant to evaluate the risk of the issuance of the securities subject to registration must be included, such as:

Characteristics or general terms of the underlying assets, including, if applicable, the stock exchange where said underlying assets trade.
Historical information for at least 5 years on the behavior of the underlying assets, indicating the webpage on the worldwide network (Internet) of the issuer, where it will make available to the investing public, free of charge, in Spanish and with a frequency no less than quarterly, information regarding the behavior of the underlying assets.

It must also be included whether the license for use of the underlying asset's brand is required, and indicate whether there is or is not a risk for the issuance.

When the fulfillment of obligations regarding structured securities issued by trusts depends totally or partially on the counterparty or provider of the financial derivative instrument to which the performance is linked or which serves as the source of payment for the issuance or any other third party, the following information must be included at a minimum:

Corporate name and trade name or, if applicable, the name of the natural person, as well as a description of the business in which they participate.
The financial statements referred to in Article 2, fraction I, letter f), 3, fraction VII, and 4, fraction V of these provisions.
Any other information considered relevant to evaluate the credit risk of the counterparty or provider of the financial derivative instrument or third party.

This is without prejudice to this Commission requesting additional information from the counterparty or provider of the financial derivative instrument or third party, in cases it deems necessary.

Regarding structured securities with an obligation to pay principal or interest, credit ratings or press releases regarding the credit quality of the debt instrument that forms part of the structure of the structured security or, if applicable, of the institution that issues and results as the counterparty or provider of the financial derivative instrument that forms part of the structure of the security, must additionally be included, issued by a securities rating institution, with an issuance date no older than 90 business days from the offering date. When ratings are issued by entities abroad with functions equivalent to securities rating institutions, the equivalence of the rating on the local scale must be included, as well as a translation into Spanish by a certified translator.

The ratings or press releases must include a description of the meaning of said rating, as well as the reasons that motivated it and the conditions or considerations that, if applicable, have been established for the rating.

VIII.

INFORMATION REQUIRED IN THE PROSPECTUS

Prospectus Cover

Data that are not known at the date of preparation of the preliminary prospectus, such as the price and date of offering of the securities, shall be indicated with a blank space.

The prospectus cover must contain at a minimum the following information:

Mention of being a public offering and type thereof (primary, secondary, national, international).
Name of the issuer and, if applicable, name of the selling shareholders or, of the trust institution and the settlor.
Ticker symbol.
Number and characteristics of the titles offered (class, series, type, if applicable, nominal value and others that allow their full identification).
Name of the reference currency in which the issuance is made.
Offering price.
Total amount of the offering (in the case of mixed offerings, specify the amount of each offering).
In the case of issuances under a program, total authorized amount, if applicable, on a revolving basis.
Date of publication of the offering notice (which must be made at least on the business day prior to the date of book closing or auction).
Period or date of the offering.
Date of book closing or auction.
Date of registration in the corresponding stock exchange.
Date of settlement.
Net proceeds that the issuer will obtain with the offering (break down expenses related to the offering, including, if applicable, the brokerage commission, indicating if they were covered with the issuer's own resources, being able for such purposes to make a cross-reference to the corresponding chapter).

Regarding securities auctions:

Amount of bids presented
Number of bids presented
Number of bids assigned
Total demand for the securities
Minimum and maximum rate or price
Assigned rate or price
Possible acquirers: "Natural and legal persons when their investment regime expressly provides for it" and, if applicable, possible limitations. In the case of restricted public offerings, it must be indicated that the type of investors to whom the offering is directed are "institutional investors and qualified to participate in restricted public offerings".
Name of the placing intermediary.
If applicable, name of the intermediaries participating in the placing syndicate.
Depository.
If applicable, rating granted by rating institution (must include a brief explanation of the meaning of said rating and any conditions or considerations in it).
Legal basis of the applicable tax regime.
If applicable, mention of any risk associated with the operation in question, which due to its relevance must be included in the prospectus cover.
Mention that the titles are registered in the Registry and are subject to trading or registration in the corresponding listing on the stock exchange.
The legend referred to in the second-to-last paragraph of Article 86 of the Securities Market Law "Registration in the National Securities Registry does not imply certification on the goodness of the securities, solvency of the issuer, or on the accuracy or truthfulness of the information contained in the prospectus, nor validates acts that, if applicable, have been carried out in contravention of the laws".
Registration number in the Registry.
Place and date of publication of the prospectus or, if applicable, the notice.
Number of the official letter and date of authorization by the Commission, to publish the prospectus or, if applicable, the notice.

If applicable, the legend "Prospectus available with the placing intermediary" and the webpages on the worldwide network (Internet) where it can be consulted.

In the case of the preliminary document, the legend "Preliminary Prospectus" in red ink, as well as the following: "The information contained in this preliminary prospectus is subject to changes, reforms, additions, clarifications, or substitutions.

The updated version of this preliminary prospectus that includes the cited changes, reforms, additions, clarifications, or substitutions that may be made between the date of this document and the date on which the offering takes place, can be consulted on the webpage on the worldwide network (Internet) of the (name of the corresponding stock exchange) and of the National Banking and Securities Commission at the following addresses, respectively:

(include addresses of the webpages on the worldwide network (Internet))

Likewise, any change made to this preliminary prospectus under the aforementioned terms, will be made known to the public through the (name of the corresponding SEDI) on its webpage on the worldwide network (Internet):

(include address of the webpage on the worldwide network (Internet))

The securities referred to in this preliminary prospectus cannot be offered or sold until the National Banking and Securities Commission authorizes their offering in terms of the Securities Market Law.

This preliminary document does not constitute a public offer to alienate the described securities".

In case of including the name of any other third party not provided for in the Securities Market Law and these provisions, include what their labor and responsibilities regarding the issuance consisted of.

Regarding shares, additionally the following must be included:

Number of shares representing the social capital of the issuer, before and after the offering. In the case of mixed offerings, the number of securities of the primary portion and the number of securities of the secondary portion must be specified.
If applicable, number of securities to be allocated for over-allotment and the manner in which it must be exercised.
Percentage of the social capital that the shares of the offering represent and, if applicable, percentage including over-allotment option, after the offering.
Disclose if simultaneously with the public offering any private placement of equal or similar securities is being carried out, or if any public offering is being made in another country.
Regarding shares without voting rights, restricted voting, or any other mechanism through which corporate rights are limited, such situation must be disclosed and reference made to the risk factors, where they will be described in greater detail.

Regarding debt titles, additionally the following must be included:

Term and maturity date.
If applicable, number of series into which the issuance is divided.
If applicable, issuance number corresponding.
Interest rate, discount rate, or yield rate and calculation procedure.
Interest rate applicable for the first period.
Frequency of payment of yields.
Frequency and manner of amortization of the titles and, if applicable, indicate causes and treatment of early amortization.
If applicable, guarantee(s).
Date of issuance.
Place and manner of payment of interest or yields and principal.
Name of the common representative of the title holders.
If applicable, subordination of the titles.

Regarding securities issued under a trust, additionally the following must be included:

Term and maturity date.
If applicable, number of series into which the issuance is divided.
If applicable, issuance number corresponding.
Number of trust and data related to the trust contract.
Name of the Trustee.
Settlor.
Beneficiaries.
Trust assets.
Characteristics or general terms of the securities to be entrusted.
Rights conferred by the securities issued under the trust.
Manner of amortization of the titles
Name of the common representative of the title holders.
If applicable, appraisal opinion.

Regarding structured securities, additionally the following must be included:

Term and maturity date.
If applicable, number of series into which the issuance is divided.
If applicable, number of trust and data related to the trust contract.
Name of the Trustee.
Settlor.
Beneficiaries.
Assets, rights, or securities entrusted.
Characteristics or general terms of the underlying assets.
Historical behavior of the underlying asset.
Guaranteed capital.
If applicable, calculation agent.
If applicable, multiplier.
Yield and calculation procedure.
If applicable, minimum yield.
Interest rate applicable for the first period.
Frequency and manner of amortization of the titles and, if applicable, indicate causes and treatment of early amortization.
Place, frequency, and manner of payment of yields.
Place and manner of payment of amortization, if applicable.
Name of the common representative of the title holders.
If applicable, appraisal opinion.

The public offering notice must contain the same information as the prospectus cover.

Index

On the first page of the prospectus, an index of its content must be incorporated according to the following:

GENERAL INFORMATION

Glossary of terms and definitions

Executive summary

Risk factors

Other securities

Public documents

THE OFFERING

Characteristics of the securities

Destination of funds

Distribution plan

Expenses related to the offering

Capital structure after the offering

Functions of the common representative, if applicable

Names of persons with relevant participation in the offering Regarding shares, additionally: h) Dilution

Selling shareholders, if applicable

Securities market information

Market maker

THE ISSUER

History and development of the issuer

Business description

Main activity

ii)

Distribution channels

iii)

Patents, licenses, trademarks, and other contracts

iv)

Main clients

Applicable legislation and tax situation

vi)

Human resources

vii)

Environmental performance

viii)

Market information

ix)

Corporate structure

Description of main assets

xi)

Judicial, administrative, or arbitral proceedings

Regarding shares, additionally:

xii)

Shares representing the social capital.

xiii)

Dividends.

Regarding foreign issuers, additionally:

xiv)

Exchange controls and other limitations affecting title holders

FINANCIAL INFORMATION

Selected financial information

Financial information by business line, geographic zone, and export sales

Report on relevant credits

Comments and analysis of management on operating results and financial situation of the issuer

Operating results

ii)

Financial situation, liquidity, and capital resources

iii)

Internal control

Estimates, provisions, or critical accounting reserves

ADMINISTRATION

External auditors

Transactions with related parties and conflicts of interest

Administrators and shareholders

Bylaws and other agreements

Regarding foreign issuers, additionally:

Other corporate governance practices

UNDERLYING ASSETS (only for issuers of structured securities)

Description of underlying assets.

Historical behavior of underlying assets.

Exercises that quantify possible yields or losses that, under different scenarios, could be generated.

RESPONSIBLE PERSONS

ANNEXES

Financial statements and opinions of the audit committee, and commissioner's report, if applicable.

Legal opinion

Title that covers the issuance

Rating on the credit risk of the issuance or program, if applicable, must include in "bold" the following paragraph at the end of the index within the prospectus, ensuring it is at least 2 points larger in font size than that used in the index:

"No intermediary, attorney-in-fact to conduct transactions with the public, or any other person, has been authorized to provide information or make any statement not contained in this document. As a consequence of the foregoing, any information or statement not contained in this document shall be understood as not authorized by the issuer and (corporate name of the placing intermediary)."

Information that the chapters of the prospectus must contain

The content of the chapters indicated in this instruction shall be prepared in accordance with what is provided in the instruction for the preparation of the annual report (Annex N), of these provisions, when so established.

GENERAL INFORMATION

Glossary of terms and definitions

See Annex N, fraction II, letter C), item 1), letter a).

Executive summary

See Annex N, fraction II, letter C), item 1), letter b), without considering the behavior of the titles in the securities market.

Risk factors

See Annex N, fraction II, letter C), item 1), letter c), adding risks related to the public offering and the securities subject to the issuance.

Other securities

See Annex N, fraction II, letter C), item 1), letter d).

Public Documents

The issuer must indicate that the documents submitted as part of the application to the Commission and to the stock exchange may be consulted on their Internet pages.

Likewise, the issuer must mention whether copies of said documents will be provided upon the investor's request, providing the name, address, telephone number, and email address of the person to whom investors should direct their requests for such information.

Where applicable, the necessary information to access the issuer's electronic page on the World Wide Web (Internet) must be provided.

In the case of foreign issuers, the address and telephone number of offices in Mexico for carrying out notifications must be provided.

THE OFFER

Characteristics of the offer

Those data that are not known prior to the determination of the price and the placement date of the securities must be indicated, in the case of the preliminary prospectus, with a blank space.

A description of the following information must be presented:

Type of offer (primary, secondary, national, international).
Total amount of the issuance in Mexico and abroad, where applicable.
Number of securities offered in Mexico and abroad, where applicable.
Placement price of the securities, as well as a description of the method used to determine the same.
The period during which the offer will remain valid.
The method and deadline for settling the securities.
Possible acquirers: "Natural and legal persons when their investment regime expressly provides for it" and, where applicable, possible limitations.
Reference to the minutes of the extraordinary general meeting of shareholders or the agreement of the board of directors, regarding the approval of the issuance of the titles, where applicable.
When deemed appropriate, a descriptive and schematic explanation of the operation intended to be carried out must be presented.

Regarding shares, additionally:

Amount of fixed and variable share capital, where applicable, before and after the placement, and the percentage that the placed amount represents of the share capital, specifying the date of the general meeting of shareholders at which the increase was decreed.
The number of shares in circulation before and after the public offering classified by series.
Indicate the type of shares and the corporate rights they confer (e.g., full voting rights, restricted voting rights, no voting rights, and preferred).
Regarding shares without voting rights, restricted voting rights, or any other mechanism through which corporate rights are limited, it must be stated that holders of these securities are at a disadvantage compared to shareholders holding shares with full voting rights, due to the fact that they will only have influence in matters submitted to the general meeting of shareholders as stipulated in the company's bylaws, and reference must be made to the risk factors, describing them.
Indication of the manner in which the shares will be represented (e.g., definitive certificates or provisional certificates), indicating, where applicable, the exchange date.
Indicate whether the shares will be represented by ordinary participation certificates over shares and the number of shares they cover.
Present the price/earnings multiple, price/book value multiple, and the price/UAFIDA (earnings before financial expenses, taxes, depreciation, and amortization) multiple of the issuer before and after the offering, as well as the multiple of the sector or branch to which it belongs and that of the market.

Regarding debt instruments, additionally:

Mention the credit risk rating of the issuance or program issued by at least one securities rating agency whose date of issuance is not more than 90 days prior to the placement date, including the reasons that motivated such rating, as well as any conditions or considerations that, where applicable, have been established for the rating.
Likewise, the explanation of the meaning of the rating granted must expressly state that such rating does not constitute an investment recommendation, and that it may be subject to updates at any time, in accordance with the methodologies of said rating agency.
Mention whether it has a guarantee or other collateral and the method to execute or enforce the same.
In the case of titles with mortgage guarantee, the value of the goods granted as collateral must be specified, a brief description of the same, and the data of the current appraisal.
Mention whether the goods given as collateral are insured and the data of the policy.
If the titles have fiduciary guarantee, an extract of the trust contract must be included, as well as the value of the goods according to the current appraisal and the data thereof, where applicable.
Bases for determining the yield and amortization table.
Periodicity and method of amortization of the titles and, where applicable, indicate all causes and treatment of early amortization.
Limitations to which the issuer will be subject during the validity of the issuance.
Reveal the terms of any clause by which the number of titles may be increased without the authorization of the holders.
Transcription of other relevant terms of the title and, where applicable, of the issuance minutes.
Identification of the source of the resources necessary to meet the payment obligations of the titles.
Legal basis of the applicable tax regime.

Regarding securities issued by a trust, in addition to the information applicable to shares as appropriate, additionally:

Insert a copy of the result of the opinion of Nacional Financiera, S.N.C. or Banco Nacional de Obras Públicas, S.N.C., securities rating institution or credit institution.
Summary of the trust contract including the obligations of the settlor.

Destination of funds

The prospectus or, where applicable, the supplement, must show the net amount of the resources from the offering, detailing each of the main projects or purposes of the financing obtained, as well as the percentage allocated to each of them.

If the resources are used directly or indirectly to acquire assets other than those in the normal course of business of the issuer, the type of assets and their cost must be described, as well as the expected benefit. In the event that the assets are acquired from affiliated companies, associated companies, or shareholders of the issuer or its subsidiaries, the identity of the sellers and the manner in which the cost of the transaction was determined must be revealed.

If the resources are intended to be used to finance the acquisition of other businesses, a description of the latter must be given, as well as information on the existence of negotiations for such acquisition.

If a significant portion of the resources is used to partially or fully amortize debt, the amount, interest rate, and original maturity date of such debts must be mentioned, and in the event that the liabilities were contracted in the previous year, the destination given to such resources.

In the case of the preliminary prospectus, the information required in this chapter must be presented in an estimated manner.

Distribution Plan

Within this chapter, the issuer must provide the following information:

Name of the lead placement intermediary, identifying whether the securities will be offered by this under firm commitment or best efforts terms. Likewise, it must be specified whether the placement intermediary has signed or intends to sign any sub-placement contract with other brokerage firms to form a placement syndicate. If known, the estimated percentage of titles that will be distributed by each of the members of the placement syndicate or placement intermediaries participating in the offering in the preliminary prospectus and the number of titles effectively distributed by each of them in the definitive prospectus.
The business relationship or any other type of relationship that exists between the placement intermediary(ies) participating in the offering and the issuer must be indicated, as well as any conflict of interest derived from the participation of the placement intermediary(ies) in the offering.
In the event that it is known to the issuer or the placement intermediary, it must be revealed whether the main shareholders, executives, or members of the board of directors intend to subscribe to part of the securities that are the subject of the offering or if any person attempts to subscribe to more than 5% of the same, individually or as a group. In the definitive version, reveal if the aforementioned assumptions were effectively updated.
Mention whether the amount of the offering in Mexico may be increased by the exercise of over-allotment granted to the placement intermediary.
It must be mentioned whether the placement intermediary and syndicate members will carry out operations that facilitate the placement of the securities, such as price stabilization, in which case, it must be explained what such operations consist of. Likewise, it must be mentioned how over-allotments will be covered, if they exist, and in the event that these are covered with shares obtained through loan, the mechanism that will be used for their return.
Include the sales strategy intended to be carried out to place the securities, including the class of investors to whom the offering will be directed.
Likewise, the criteria used for the allocation of the securities must be explained, such as whether there is a minimum and maximum amount to be allocated per investor, allocation on a first-come, first-served basis, pro-rata allocation, etc. In the event that the rate or price of the securities will be determined according to the auction procedure, the requirements to participate in the same, the date from which bids may begin to be received, the criteria for selecting the winners, and the manner of making the result known must be revealed.
The placement intermediary that will be in charge of concentrating the bids.
In the event that the placement intermediary intends to place partially or totally the securities subject to the issuance among related parties with respect to said intermediary, it must indicate in the preliminary prospectus if these will participate on equal terms as the rest of the investors participating in the offering, as well as the number of titles effectively distributed among its related parties in the definitive prospectus. If not, include a negative statement.
Declare that in the case of a public offering, any person wishing to invest in the securities subject to the issuance will have the possibility of participating in the offering process on equal terms as other investors as well as acquiring the securities, unless their investment regime does not allow it.

Expenses related to the offering

Estimated figures must be revealed in the preliminary prospectus and the effective net resources of the placement in the definitive prospectus, as well as a general description of the expenses related to the offering, broken down by each of the participating entities or advisors: commissions for intermediation and placement, costs of Registration, listing on the Stock Exchange, legal advisors, and others, breaking down the latter whenever it is relevant with respect to the total expenses.

Capital structure after the offering

The issuer must present financial information showing its capitalization and indebtedness as of the most recent possible date (distinguishing between short-term and long-term debt; bank and stock exchange debt), making known the current situation and, if applicable, the adjustments to the balance sheet that reflect the application of the resources obtained from the alienation of the securities that will be placed among investors.

It should be noted that the information required in this chapter must be presented in an estimated manner in the case of the preliminary prospectus.

Functions of the common representative

The issuer must relate in this section the functions of the common representative in accordance with what is established in the issuance minutes or in the body of the title.

Name of persons with relevant participation in the offering

The issuer must present a list of the names of the following persons:

In the case of shares, founding shareholders if they participate in the administration of the issuer.
Natural and/or legal persons designated and/or with relevant participation in the advice and/or consulting related to the securities offering and involved in the legal or financial evaluation of the issuer, including any other expert hired by the issuer to whom any declaration or report of importance included in the prospectus has been attributed, or who has prepared or certified any part of the same, indicating what their work and responsibilities regarding the issuance consisted of.
In the event that any of the experts or advisors participating in the transaction is an owner of shares of the issuer or its subsidiaries or has a direct or indirect economic interest in the same, a description of such investment or interest must be provided.
Person in charge of investor relations.

Regarding shares and other equity securities, additionally:

Dilution

Regarding shares, in the case of a primary offering, the dilutive effect in amount and percentage of the offering on the shares must be revealed, calculated as the difference between the placement price and the book value per share, taking the latest financial statements as a reference. Likewise, the dilutive effect in amount and percentage for shareholders who do not subscribe to the shares subject to the offering must be provided, as well as the dilutive effect in earnings and book value per share due to the new shares.

On the other hand, the issuer must include a comparison between the placement price and the acquisition cost of the issuer's shares for the main executives and directors of the issuer in the last 3 years, when they were not acquired in the market or offered to all shareholders.

The information required in the first paragraph of this subsection must be presented in an estimated manner in the case of the preliminary prospectus.

Selling shareholders

Regarding secondary offerings of shares, the name of the person or entity making the offering must be provided, as well as the type of commercial or any other relationship it has with the issuer; the number and class of the securities being offered by each of the selling shareholders and the percentage they represent of the issuer's capital.

Likewise, the amount and percentage of the securities owned by the selling shareholders before and after the offering must be made known.

Securities market information

In the event that the issuer's shares are listed on a stock exchange or other markets, the maximum and minimum price per series and the average volume traded on the stock exchange and in the main market outside Mexico must be reported, in each of the last 5 years; the maximum and minimum prices of each semester corresponding to the last 2 fiscal years and, with respect to the last 6 months, the maximum and minimum prices of each month. Likewise, if deemed relevant, a comparison of said prices against the main stock exchange indicator must be included via graphs. In the event of having or having had the services of a market maker in the previously mentioned periods, this situation must be indicated and the impact of the market maker's performance on the levels of operation and on the prices of the issuer's shares must be explained in general terms, as well as on the maximum price differentials between buy and sell bids on said values to which the market maker was or is subject in accordance with what is established by the corresponding stock exchange.

Likewise, it must be revealed if there were suspensions in the trading of the issuer's securities in the last 3 fiscal years and the duration thereof, and their level of marketability in the same period, according to the data of the scale of the corresponding stock exchange.

Likewise, the stock exchanges and any other type of regulated market in which the securities are traded must be revealed.

Finally, the approximate number of current holders of the shares as of the date of the last financial information must be revealed.

Market maker

In the case of securities representing the share capital of legal entities or credit titles that represent them, contribution certificates, and participation certificates over shares, if the issuer hires a market maker to provide its services once the securities subject to the public offering are traded in the market, the following information must be provided:

The name of the market maker.
The identification of the securities with which the market maker will operate: type of security, quotation code (issuer and series), ISIN / CUSIP Code, etc.
The duration of the contract with the market maker.
The description of the services that the market maker will provide, as well as the general terms and conditions of the contract.

THE ISSUER

History and development of the issuer

See Annex N, fraction II, subsection C), numeral 2), subsection a), this information must cover the last 3 years.

Description of the business

See Annex N, fraction II, subsection C), numeral 2), subsection b), additionally, in the section on "Human Resources", the number of people employed in the last 3 years must be provided if throughout this period said number had varied considerably, including an explanation of said variation.

FINANCIAL INFORMATION

Selected financial information

See Annex N, fraction II, subsection C), numeral 3), subsection a), additionally, selected financial information for the last available interim period and the comparison with the same period of the previous year will be presented.

Financial information by business line, geographic zone, and export sales

See Annex N, fraction II, subsection C), numeral 3), subsection b), additionally, selected financial information for the last available interim period and the comparison with the same period of the previous year will be presented.

Report on relevant credits

See Annex N, fraction II, subsection C), numeral 3), subsection c), including, where applicable, information for the last available interim period.

Management's comments and analysis on the operating results and financial situation of the issuer

See Annex N, fraction II, subsection C), numeral 3), subsection d).

In the event that the issuer presents financial statements with limited review or unaudited interim date, an explanation of the relevant changes that have occurred between these financial statements and the financial statements of the comparable previous period must be included.

Estimates, provisions, or critical accounting reserves

See Annex N, fraction II, subsection C), numeral 3), subsection e), including, where applicable, information for the last available interim period.

MANAGEMENT

External auditors

See Annex N, fraction II, subsection C), numeral 4), subsection a).

Transactions with related parties and conflicts of interest

See Annex N, fraction II, subsection C), numeral 4), subsection b).

Administrators and shareholders

See Annex N, fraction II, subsection C), numeral 4), subsection c).

Bylaws and other agreements

See Annex N, fraction II, subsection C), numeral 4), subsection d).

Likewise, a summary of the most important clauses of the bylaws must be presented and the manner in which ordinary and extraordinary general meetings of shareholders will be convened must be mentioned, including the conditions to participate in them.

Regarding foreign issuers, additionally, the following information must be presented:

Other corporate governance practices

See Annex N, fraction II, subsection C), numeral 4), subsection e).

UNDERLYING ASSETS (only for structured securities issuers)

Description of underlying assets

See Annex N, fraction II, numeral 6), subsection a).

Historical behavior of underlying assets

See Annex N, fraction II, numeral 6), subsection b).

Exercises that quantify possible yields or losses that, under different scenarios, could be generated

See Annex N, fraction II, numeral 6), subsection c).

RESPONSIBLE PERSONS

Include the name, position, and institution represented by the persons who, in accordance with article 2, fraction I, subsection m) of these provisions, must sign the document; these data must appear at the foot of the legends established in said article.

ANNEXES

Financial statements and reports of the audit committee and/or corporate practices, and report of the commissioner, where applicable

The opinion of the audit committee referred to in article 2, fraction I, subsection m), numeral 1 of these provisions must be included, as well as the report of the commissioner, for the fiscal years in which said committee has not rendered its opinion and the financial statements indicated in article 2, fraction I, subsection f) and article 4, fraction V of these provisions, in the case of issuers that already have shares or debt titles registered in the Registry, provided that they are up to date in the delivery of periodic information referred to in Title Four of these provisions, they must include the latest financial statements that have been presented to the Commission and the corresponding stock exchange, in substitution of the financial statements with limited review referred to in said articles.

Legal opinion

A copy of the legal opinion indicated in article 87 of the Securities Market Law must be added.

Title covering the issuance

A copy of the title covering the issuance indicated in article 2, fraction I, subsection e) and article 4, fraction VII of these provisions must be added.

Credit risk rating of the issuance or program, where applicable

A copy of the opinion issued by at least one securities rating agency whose date of issuance is not more than 90 days prior to the placement date must be added.

ANNEX H BIS 5

Instructions for the preparation of placement prospectuses, informative brochures, and supplements

Informational applicable to investment project trust securities

GENERAL GUIDELINES

This instruction includes the information disclosure requirements to which issuances of investment project trust securities, carried out by financial institutions in their capacity as trustee, must adhere for the preparation of placement prospectuses, informative booklets, and informative supplements with the aim of obtaining registration in the Registry and authorization for public offers of alienation and/or subscription of said instruments.

The preliminary placement prospectus must include the most recent information known as of the date of submission of the application. Regarding the definitive placement prospectus, said information must be updated, to the extent relevant, to the date of placement, except in cases where the general provisions and this instruction specify a certain date or period.

In the event that certain subsections or chapters of this instruction are not applicable to the specific assets, rights, or securities backing the issuance in question, it will not be necessary to develop them; however, depending on the case, equivalent information must be provided. Likewise, if certain information required in any section of this instruction has been included in another chapter of the placement prospectus, it will not be necessary to include it again, only a reference to the chapter in which it is found must be made.

The order in which the chapters of the prospectus are presented must adhere to this instruction, unless the Commission, in the case of global offers, authorizes a different order, in which case, a summary table indicating the chapters where the requirements contained in this instruction are incorporated must be included.

In the preparation of the prospectus, clear and easy-to-understand language must always be used, avoiding the use of technical terms or complicated legal formalisms that cannot be easily understood by a person who does not have specialized knowledge in the subject matter.

Likewise, superlative terms and value judgments must be avoided; however, if deemed necessary, they must be adequately justified.

The placement prospectus must include strictly descriptive information about the characteristics of the issuance and must not contain recommendations, analysis, or opinions on the possible viability of the investment.

For the purposes of this instruction, the informative supplement and informative booklet will also be understood as the placement prospectus, except when indicated otherwise.

Principle of Relevance

In addition to the information explicitly required in the various subsections contained in this instruction, all relevant information must be provided.

This principle must be followed in the preparation of the prospectus when determining the depth and breadth with which the various topics established in this instruction must be developed.

It is the responsibility of the persons who sign the document to determine what information is relevant in the context of the particular characteristics of each issuer and the structure of the issuance in question. When determining what information is relevant, both quantitative and qualitative factors must be taken into account.

External Information Sources and Expert Declarations

When a report, statistic, or other information contained in the placement prospectus has been obtained from a public information source, it must be cited, and when the information comes from an expert, a declaration must be added indicating that said information has been included with the consent of the person.

Global Offers

In the event that authorization is requested to carry out a global public offer, all information that the legal provisions of the countries where the securities are offered require them to include in the placement prospectus distributed in national territory must be included, in addition to the information required in this instruction, eliminating those sections that are not considered applicable or relevant to Mexican investors.

In the event that the issuer carries out a public offer in Mexico and simultaneously carries out a public offer in any other market and the latter is carried out under terms and conditions different from those established for the offer in national territory, said terms and conditions must be disclosed in the corresponding chapters.

Currency Denomination

All figures presented must be expressed in the same currency as the financial statements, unless otherwise indicated in the prospectus or supplement. Regarding figures denominated in foreign currency, when the issuer considers it convenient to present a conversion of said figures to Mexican pesos, the exchange rate of the date of the last period presented or that corresponding according to the applicable accounting regulations must be used.

In any case, the exchange rate used to convert the figures to Mexican pesos must be indicated. Likewise, the date of the exchange rate(s) used, as well as the official source and technical specifications thereof (for example, closing exchange rate, average, etc.) must be indicated.

Likewise, the type of conversion used must be indicated, and in the event that the exchange rate in effect on the date of the last period presented was chosen, clarify that said conversion was made solely for the purpose of facilitating reading and understanding for investors, mentioning that these should not be interpreted as statements that the amounts in the currency used to prepare the financial statements actually equate to those amounts in Mexican pesos or that they can be converted to Mexican pesos according to the indicated exchange rate.

II.

INCORPORATION BY REFERENCE

When, under the terms of this annex, information regarding the settlor, the administrator of the trust estate, or the person to whom such functions are entrusted must be included, information contained in the annual report or reports that the securities issuer has provided to the relevant stock exchange and to the general public in accordance with what is provided in subsections II to V of Article 104 of the Securities Market Law and in these provisions may be incorporated by reference.

Incorporation by reference must be carried out in accordance with the following:

The index of the prospectus must contain all the chapters and sections required in this instruction, and when any of them has been incorporated by reference, this situation must be indicated at the bottom of each title or subtitle, indicating the source document and the date of its submission to the relevant stock exchange, as well as the Internet page where said document can be consulted publicly.
Chapters of documents that do not fully comply with the requirements contained in this instruction, in the judgment of the Commission, cannot be incorporated by reference.
A section titled "Recent Events" must be included in which relevant information that is not disclosed in the documents that have been incorporated by reference is indicated.

Information on foreign guarantees or guarantors may be incorporated by reference if it is disclosed in its market of origin, provided that it is a foreign issuer whose securities are registered, authorized, or regulated for sale to the general public by the Securities Commissions or equivalent bodies of the States that are designated members of the Council of the International Organization of Securities Commissions or the body that replaces it. The respective placement prospectus must indicate the Internet page where such information can be consulted during the validity of the issuance. In the event that such information is not available in Spanish, the placement prospectus must include a risk factor regarding this matter.

III.

ISSUANCES MADE UNDER AN AUTHORIZATION UNDER THE PROGRAM MODALITY

The placement prospectus prepared in relation to a placement program, in accordance with Article 13 of these provisions, must contain the information detailed in this instruction, except for the characteristics related to the offer referred to in chapter 2) and the cover of this instruction, in which place the characteristics of the program will be included. The characteristics of the securities to be offered will be included in a supplement to the prospectus that must contain the following information:

The information contained in the "Prospectus Cover" section of this instruction.
The information contained in chapter 2) relative to "The Offer" of this instruction.
A section titled "Recent Events" must be included in which relevant information that is not disclosed in the program prospectus or documents that have been incorporated by reference is incorporated.
The following paragraph must be included in "bold" at the end of the index within the prospectus, ensuring that it is at least 2 points larger in font size than that used in the index:

" This supplement is an integral part of the program prospectus authorized by the National Banking and Securities Commission, so both documents must be consulted jointly. "

The informative supplement may incorporate by reference the information presented to the relevant stock exchange and to investor public after the last updated program prospectus, in accordance with what is provided in subsections II to V of Article 104 of the Securities Market Law and in these provisions.

The program prospectus must be updated in all its chapters if, having passed 1 year from the date of its publication or, from its last update, a new issuance is made under the program, except for issuers who are up to date in the delivery of the periodic information referred to in Title Four of these provisions.

The placement prospectus, supplements to the prospectus, and the corresponding notices, which are prepared in relation to a placement program or, regarding securities issuances whose placement is in one or more series, in terms of what is provided by Article 13 Bis of these provisions, must contain in the "Prospectus Cover" section, the declaration referred to in the aforementioned Article 13 Bis.

IV.

INFORMATION REQUIRED IN THE PROSPECTUS

Prospectus Cover

Those data that are not known as of the date of preparation of the preliminary prospectus, such as the price and the date of placement of the securities, must be indicated, with a blank space.

The prospectus cover must contain at minimum the following information:

Mention of being a restricted public offer.
Logo of the fiduciary institution and the Settlor.
Name of the fiduciary institution and the settlor. (indicate other figures if applicable).
Board code.
Number and characteristics of the titles offered (class, series, type, if applicable, nominal value and others that allow their full identification).
Name of the reference currency in which the issuance is carried out.
Price or price range of placement.
Total amount of the offer.

In the event that the issuance is carried out under the capital call mechanism, the total amount of the issuance as well as, if applicable, the maximum number of securities intended to be registered in the Registry, within a period of one year, from the time that said initial public offer has been made.

Term and maturity date.
If applicable, number of series into which the issuance is divided.
Number of trust and data related to the trust contract.
Name of the trustee.
Settlor.
Administrator of the trust estate or the person to whom such functions are entrusted.
Beneficiaries.
Investor with whom co-investment agreements exist.
Indication of any other relevant third party(s) receiving payment from the trust.
Assets, rights, or securities placed in trust.
Summary of the most relevant characteristics of the assets, rights, projects, or goods that make up the trust estate.
Rights conferred by investment project trust securities.
Periodicity and form of amortization of the titles.
Distributions, periodicity, and calculation procedure.
Source of distributions.
Place and form of payment of distributions.
Name of the common representative of the title holders.
If applicable, valuation report.
Indication that there is no obligation to pay principal or interest.
In the case of issuances under a program, total authorized amount, if applicable, with revolving character.
Date of publication of the offer notice.
Period or date of the offer.
Date of book closing or auction.
Date of registration in the relevant stock exchange.
Date of settlement.
Net proceeds obtained from the placement (breakdown of expenses related to the offer, including the brokerage commission, indicating, if applicable, if they were covered with resources from the settlor or any other third party, being able for such purposes to make a cross-reference to the corresponding chapter).
Possible acquirers: " Institutional and qualified investors to participate in restricted public offers ".
Name of the placing intermediary.
If applicable, name of the intermediaries participating in the placing syndicate.
Depository.
Legal basis of the applicable tax regime.
If applicable, the mention of any risk associated with the operation in question, which due to its relevance must be included on the prospectus cover.
The mention that the titles are registered and are subject to quotation or registration in the corresponding listing in the stock exchange.
The legend referred to in the penultimate paragraph of Article 86 of the Securities Market Law " Registration in the National Securities Registry does not imply certification regarding the goodness of the securities, the solvency of the issuer, or regarding the accuracy or truthfulness of the information contained in the prospectus, nor does it validate acts that, if any, may have been carried out in contravention of the laws ".
Registration number in the registry.
Place and date of publication of the prospectus or, if applicable, the notice.
Number and date of the Commission's authorization letter to publish the prospectus or, if applicable, the notice.
If applicable, the legend "Prospectus available with the placing intermediary" and the Internet pages where it can be consulted.
In the case of the preliminary document, the legend "Preliminary Prospectus" in red ink, as well as the following: "The information contained in this preliminary prospectus is subject to changes, reforms, additions, clarifications, or substitutions. "

The updated version of this preliminary prospectus that includes the cited changes, reforms, additions, clarifications, or substitutions that may be made between the date of this document and the date on which the offer takes place, can be consulted on the Internet page of the (name of the relevant stock exchange) and of the Commission at the following addresses, respectively:

(include Internet page addresses)

Likewise, any change made to this preliminary prospectus under the aforementioned terms, will be made known to the public through the (name of the relevant SEDI) on its Internet page):

(include Internet page address)

" The securities referred to in this preliminary prospectus cannot be offered or sold until the National Banking and Securities Commission authorizes their offer in terms of the Securities Market Law.

This preliminary document does not constitute a public offer of alienation of the described securities".

In the event that the denomination of any other third party not provided for in the Securities Market Law and these provisions is included, include what their labor consisted of and their responsibilities regarding the issuance.

The public offer notice must contain the same information as the prospectus cover.

Index

On the first page of the prospectus, an index of its content must be incorporated according to the following:

GENERAL INFORMATION

Glossary of terms and definitions

Executive summary

Risk factors

Public documents

THE OFFER

Characteristics of the securities

Destination of funds

Distribution plan

Expenses related to the offer

Functions of the common representative

Names of persons with relevant participation in the offer

OPERATION STRUCTURE

General description

Trust estate

Description of the assets, goods, or rights placed in trust

ii)

Evolution of the assets placed in trust, including their income

iii)

Contracts and agreements

iv)

Judicial, administrative, or arbitral proceedings

Business plan and investment calendar, and if applicable, divestment

General policies of the issuance, as well as regarding the protection of the interests of its holders

Valuation

Settlors

Relevant debtors of the trust

Administrators of the trust estate or the person to whom such functions are entrusted

Parallel investment vehicles and investors with whom co-investment agreements exist.

Commissions, costs, and expenses of the administrator of the trust estate or the person to whom such functions are entrusted

Other third parties obligated with the trust or the title holders

Transactions with related parties and conflicts of interest

THE SETTLOR

History and development of the settlor

Business description

Main activity

ii)

Corporate structure

iii)

Description of the main assets

iv)

Judicial, administrative, or arbitral proceedings

Shares representing social capital

Administrators and shareholders

Bylaws and other agreements

Transactions with related parties and conflicts of interest

THE ADMINISTRATOR OF THE TRUST ESTATE OR THE PERSON TO WHOM SUCH FUNCTIONS ARE ENTRUSTED

History and development of the administrator of the trust estate or the person to whom such functions are entrusted

Business description

Main activity

ii)

Human resources

iii)

Corporate structure

iv)

Judicial, administrative, or arbitral proceedings

Administrators and shareholders

FINANCIAL INFORMATION OF THE TRUST (IF APPLICABLE)

Selected financial information of the societies, projects, and/or investment vehicles regarding which the trust invests or acquires shares representing their social capital or has direct or indirect participation, which are not consolidated in the financial information of the trust

Report on relevant credits

RESPONSIBLE PERSONS

ANNEXES

Financial statements of the trust and investments (if applicable)

Legal opinion

Title that backs the issuance

Trust contract

Additional information

If applicable, issuance minutes

The following paragraph must be included in "bold" at the end of the index within the prospectus, ensuring that it is at least 2 points larger in font size than that used in the index:

" No intermediary, attorney-in-fact to carry out operations with the public, or any other person, has been authorized to provide information or make any statement that is not contained in this document. As a consequence of the foregoing, any information or statement that is not contained in this document must be understood as not authorized by the issuer and (name of the placing intermediary). "

Information that the chapters of the prospectus must contain

The content of the chapters indicated in this instruction will be prepared in accordance with what is established in the instructions for the preparation of the annual report (Annex N and N Bis 5), of these provisions, when so established.

GENERAL INFORMATION

Glossary of terms and definitions

See Annex N, subsection II, subsection C), numeral 1), subsection a).

Executive summary

An executive summary must be presented regarding the assets, rights, or securities that make up the trust estate or societies or projects in which the trust invests directly or indirectly, as well as, if applicable, their historical performance. Include a brief description of the main characteristics of said assets, rights, or securities, identifying the cutoff date used to determine their composition.

Likewise, relevant participants in the offer must be mentioned, such as the originator and administrator of the assets. Likewise, a description and the main characteristics of the type of societies or projects regarding which the trust will invest or acquire shares representing their social capital or participation, directly or indirectly, must be contained, as well as, if applicable, the financial and economic performance of these.

Additionally, an executive summary of the business plan and investment calendar, and if applicable, divestment, in accordance with which investments will be made in societies or projects in which the Trust invests directly or indirectly.

Likewise, a summary of the main policies of the issuance, as well as regarding the protection of the interests of its holders, must be presented.

Risk factors

See Annex N Bis 5, subsection II, subsection C), numeral 1, subsection c).

Public documents

It must be mentioned whether copies of this document will be granted at the request of the investor, providing the name, address, and telephone number of the person to whom investors must address to request it. It must also indicate the public information that was delivered to the stock exchanges and is available to investors, as well as the name, telephone, and email of the person responsible at the fiduciary or, if applicable, the common representative, in charge of investor and analyst attention.

THE OFFER

Characteristics of the securities

Those data that are not known before the determination of the price and the date of placement of the securities...

securities, must be indicated, in the case of the preliminary prospectus, with a blank space.

A description of the following information must be presented:

Type of offering.
Total amount of the issuance in Mexico and abroad, if applicable.
In the event that the issuance is carried out under the capital call mechanism, the total amount of the issuance as well as, if applicable, the maximum number of securities intended to be registered in the Registry, within one year from the time the initial public offering has been made.
Number of securities offered in Mexico and abroad, if applicable.
Price or price range for the placement of the securities, as well as a description of the method used to determine the same.
The period for which the offering will remain valid.
The method and deadline for settling the securities.
Possible acquirers and, if applicable, possible limitations.
Mention whether there is a guarantee or other collateral and the method for executing or enforcing the same.
In the case of titles with mortgage collateral, the value of the assets provided as collateral must be specified, along with the data from the current appraisal.
Mention whether the assets given as collateral are insured and the data of the policy.
If the titles have fiduciary guarantee, the value of the assets according to the current appraisal and the data thereof must be included, if applicable.
Transcription of other relevant terms of the title.
Identification of the source of the resources necessary to meet the distributions of the titles.
Applicable tax regime.
Specify whether the assets to be transferred to the trust are insured, as well as the data of the policy.

Destination of funds

The prospectus or, if applicable, the supplement, must show the net amount of the offering resources, detailing each of the main investments or acquisitions to be made with the proceeds of the placement, as well as the percentage allocated to each of them.

When the payment of the securities depends totally or partially on the settlor or on the societies with respect to which the trust will invest or acquire titles representing their share capital, the following must be revealed:

If the resources are used directly or indirectly to acquire assets other than those in the normal course of business of the settlor, or of the societies with respect to which the trust invests or acquires titles representing their share capital, the type of assets and their cost, as well as the expected benefit.
If the resources are intended to be used to finance the acquisition of other businesses, a description of the latter must be given, as well as information on the existence of negotiations for such acquisition.
If a significant part of the resources is used to amortize debt partially or totally, the amount, interest rate, and original maturity date of such debts must be mentioned, and in the event that the liabilities had been contracted the previous year, the destination given to such resources.

In the case of the preliminary prospectus, the information required in this chapter must be presented in an estimated manner.

Distribution Plan

Within this chapter, the following information must be provided:

Name of the lead placement intermediary, identifying whether the securities will be offered by it under firm commitment or best efforts terms. It must also be specified whether the placement intermediary has signed or intends to sign any sub-placement contract with other brokerage houses to form a placement syndicate. If known, the estimated percentage of titles that will be distributed by each member of the placement syndicate or placement intermediaries participating in the offering, in the preliminary prospectus, and the number of titles effectively distributed by each of them in the definitive prospectus.
The business relationship or any other type of relationship existing between the placement intermediary(ies) participating in the offering and the issuer must be indicated, as well as any conflict of interest arising from the participation of the placement intermediary(ies) in the offering.
It must be revealed whether the trust asset administrator or whoever is entrusted with such functions, or persons related to them, intend to subscribe to part of the securities that are the subject of the offering. In the definitive version, reveal whether the aforementioned assumptions were effectively updated.
Include the sales strategy intended to be carried out to place the securities.

Also, the criteria used for the allocation of securities must be explained, such as whether there is a minimum and maximum amount to be allocated per investor, allocation on a first-come-first-served basis, pro-rata allocation, etc. In the event that the price of the securities is to be determined according to the auction procedure, the requirements to participate in the same, the date from which bids can start being received, the criteria for selecting the winners, and the method for announcing the result of the same must be revealed.

The placement intermediary that will be in charge of concentrating the bids.

If the placement intermediary intends to place partially or totally the securities subject to the issuance among related parties with respect to said intermediary, indicating that these will participate on equal terms as the rest of the investors participating in the offering in the preliminary prospectus and the number of titles effectively distributed among its related parties in the definitive prospectus, stating whether it was on equal terms.

In the contrary case, include a negative statement.

It must be revealed whether the trust asset administrator or whoever is entrusted with such functions, or persons related to them, intend to subscribe to part of the securities that are the subject of the offering. In the definitive version, reveal whether the aforementioned assumptions were effectively updated.
State that the securities may only be acquired by institutional investors qualified to participate in restricted public offerings, both in the initial public offering and in the secondary market. Likewise, it must be specified that the investors to whom the offering is directed will participate on equal terms.

Expenses related to the offering

Estimated figures must be revealed in the preliminary prospectus and the effective net resources of the placement in the definitive prospectus, as well as a general description of the expenses related to the offering, breaking down, for each of the participating entities or advisors, the commissions for intermediation and placement, registration costs in the Registry, listing on the stock exchange, legal advisors, and others, breaking down the latter whenever it is relevant with respect to the total of the expenses.

Functions of the common representative

The issuer must relate in this section the functions of the common representative in accordance with what is established in the body of the title.

Names of persons with relevant participation in the offering

A list of the names of the following persons must be presented:

Natural and/or legal persons designated and/or with relevant participation in the advice and/or consulting in relation to the securities offering and involved in the legal or financial evaluation of the issuer, including any other expert hired by the issuer to whom any declaration or report of importance included in the prospectus has been attributed, or who has prepared or certified any part of the same, indicating what their work consisted of and their responsibilities with respect to the issuance.
Person in charge of investor relations.

Founding shareholders of the societies with respect to which the trust invests or acquires titles representing their share capital if they participate in the administration of said societies, as well as the general terms and conditions of their hiring.

Natural and/or legal persons involved in the operation, such as the settlor, common representative, trustee, placement intermediary, among others.

The participation of any parallel vehicle or investor with whom there are co-investment agreements that, if applicable, invests in the same investment projects as the issuing trust, or investor with whom there are co-investment agreements, in accordance with what is provided in the trust contract itself, must be revealed. Likewise, the policies or criteria of participation to which the investments of said parallel vehicles or investors will be subject must be described, as well as any minimum or maximum limit for their participation.

STRUCTURE OF THE OPERATION

General description

Descriptive and schematic explanation of the investment operations, of the activities or projects of one or more societies, or of the acquisition of titles representing their share capital, that will be carried out, as well as on the securities issued, including the types or categories, classes, or subordination of the securities that were offered.

Additionally, describe the funds that the trust will have and how payments will be allocated among securities, as well as the origin of the resources for their payment.

The mention that the fiduciary title will not have a credit quality opinion issued by a securities rating institution authorized in accordance with the applicable provisions.

Reveal any policy, restriction, or requirement regarding flows from investments, divestments, or acquisitions, such as maintenance of minimum cash levels, requirements for investment of surpluses, contracting of hedges, etc. In this sense, provide information on the person responsible for taking any decision related to the deposit, transfer, or distribution of the trust funds and the necessary authorizations, as well as whether there is any type of verification or validation by an independent third party on the compliance with such policies, restrictions, or requirements. If applicable, include the report or opinion of said third party as an annex to the prospectus.

Reveal the manner in which the technical committee of the trust will be integrated in accordance with what is provided in article 7, fraction IX, subsection a), numeral 4., of these provisions.

In the case of titles with mortgage collateral, the value of the assets provided as collateral, a brief description of them, and the data from the current appraisal must be specified, as well as a summary of the most important data of the assets such as weighted average rate, number, average term, etc.

Trust assets

The issuer may present the financial information corresponding to this chapter only for the last two fiscal years and the most recent quarter for which information is available.

Description of the assets, goods, or rights transferred to the trust

Describe in general terms the nature and main characteristics of the assets, rights, or securities transferred to the trust.

Include information that allows identifying any relevant classification of said assets, rights, or securities, such as degree of concentration, age, location, etc.

Likewise, the characteristics and eligibility criteria of the societies with respect to which the trust invests, will invest, acquires, or will acquire titles representing their share capital must be included.

In relation to investment, acquisition, and/or divestment contracts, the minimum requirements that will be contained must be indicated, such as percentage of titles representing share capital to be acquired; target term of the investment, possible divestment mechanisms according to the characteristics of the investment in question; prohibitions or limitations that the administrator establishes in each case; conditions for early termination or rescission of the contract; manner and terms in which the societies with respect to which the trust invests will provide information to the trust itself.

Likewise, the minimum information with which the investing public will have, in relation to the societies with respect to which the trust invests or acquires titles representing their share capital, must be indicated.

ii)

Contracts and agreements

A summary of the trust contract, as well as of any other contract relevant to the operation, such as administration or operation, assignment, among others, must be presented in a format that facilitates its understanding.

In this section, the functions and responsibilities of each of the participants in the operation of the trust for the investment in the activities or projects of the societies or the acquisition of titles representing their share capital must be clearly described, including, among others: the terms and conditions under which the trust asset administrator or whoever is entrusted with such functions must collect and provide to the trustee, any flow coming from the assets, rights, or securities transferred to the trust, as well as those related to the custody and safeguarding procedure of the documents that support the assets transferred to the trust in question.

Likewise, reveal any verbal or written agreement or contract entered into in terms of what is provided in article 7, fraction IX, subsection a), numeral 5, third paragraph of these provisions.

iii)

Judicial, administrative, or arbitral proceedings

Briefly describe any pending legal proceedings against the trust asset administrator or whoever is entrusted with such functions, trustee, as well as any other third party that is relevant to the holders of the securities. Include similar information for any proceeding of which there is knowledge and that may be executed by governmental authorities.

Business plan, analysis, and calendar of investments and, if applicable, divestments

The business plan, as well as a detailed annual calendar with the dates on which investments and, if applicable, divestments will be made, and those on which the holders of the titles referred to in this subsection will receive their share of the fruits, yields, or, if applicable, residual value of the assets or rights affected in the trust, must be provided. Likewise, the consequences in the event of total or partial non-compliance with the business plan or established calendar must be indicated.

Additionally, the expected global yield from the acquisitions or investments to be made must be revealed, taking into consideration, if applicable, the business history and performance of the societies with respect to which the trust will invest or acquire titles representing their share capital, warning about the possible risks that the expected yields will not be met. Likewise, clarify that the investments or acquisitions will be made based on available information, which may change and therefore, the actual behavior could differ, to a greater or lesser extent, from said expected yields.

The policies, procedures, and evaluations available to evaluate the characteristics of the investment projects in which it intends to invest. If applicable, describe whether such evaluations allow the administrator, at least:

Analyze the characteristics of the investments.
Know the risks inherent to the investments.
The scheme for the payment of income or yields generated by the investments, and
Determine that the operation is in accordance with the investment policies of the trust.

General criteria of the issuance, as well as regarding the protection of the interests of its holders

The general policies of the issuance as well as regarding the protection of the interests of the holders of the fiduciary stock certificates of investment projects for the best achievement of their interests must be included. The policies must mention the activities and functions of the settlor, trustee, trust asset administrator, or whoever is entrusted with such functions in relation to their participation in the market and in the issuance itself. Likewise, the minimum policies contained in article 7, fraction IX, subsection a) of these provisions must be included. Likewise, in the event that the issuance is carried out under the capital call mechanism, what is provided by article 7th, fraction IX, subsection a), numeral 7., of these provisions must be added.

Valuation

State that the valuation of these securities will be carried out by an independent appraiser with the experience and resources necessary to perform the corresponding valuation, including the societies with respect to which the trust invests or acquires titles representing their share capital. In any case, the criteria used by the appraiser must follow a methodology based on international standards for the valuation of private and venture capital and, if applicable, with common schemes for discounting cash flows to present value.

Likewise, the periodicity of the valuation must be specified, which must be carried out at least once a year, or when there is any modification in the structure of the trust assets, specifying who will pay the expenses derived from the valuations referred to in this numeral.

Settlors

In this section, with respect to the settlor of the assets, a description, to the extent considered relevant, of their experience in the execution of the business, as well as information on the performance of other securities backed by the same type of assets, goods, or rights, including any default or delay in payment, must be included.

Information corresponding to this subsection may be presented only for the last two fiscal years and the most recent quarter for which information is available.

Relevant debtors

When the fulfillment of the obligations of the trust depends totally or partially on a single debtor or debtors, provide, with respect to each debtor or debtors, the information referred to in fraction II, subsection C), numerals 2 to 4 of Annex N of these provisions and that is considered relevant to evaluate the credit risk of the debtor or debtors in question.

Information corresponding to this subsection may be presented only for the last two fiscal years and the most recent quarter for which information is available.

Trust asset administrators or whoever is entrusted with such functions

Include the name of the trust asset administrator or whoever is entrusted with such functions and a brief description of their organizational structure.

Likewise, include to the extent considered relevant, the following:

Information on their experience as trust asset administrator or whoever is entrusted with such functions and the procedures they use when performing administration or operation functions for the type of assets, rights, or securities transferred to the trust, such as collection systems, distribution of flows coming from assets, subcontracting of services, systems for generating reports, among others.
Size, composition, and growth of all assets, rights, or securities that they manage or operate, and that are similar to those that make up the trust assets.
Relevant changes in the last three fiscal years to their policies or procedures applicable to the administration or operation activities that will be carried out for the type of assets, rights, or securities transferred to the trust.

In the event that the trust has a master administrator, include an explanation of the administration structure, as well as the functions and responsibilities of each of the participants in said structure, identifying the name and percentage of the portfolio and projects in which each of the primary administrators invests or administers.

Parallel investment vehicles or investors with whom there are co-investment agreements.

The participation of any parallel vehicle that, if applicable, invests in the same investment projects as the issuing trust, or investor with whom there are co-investment agreements, in accordance with what is provided in the trust contract itself, must be revealed. Likewise, the policies or criteria of participation to which the investments of said parallel vehicles or investors will be subject must be described, as well as any minimum or maximum limit for their participation.

Commissions, costs, and expenses of the trust asset administrator or whoever is entrusted with such functions

The guidelines for the payment of commissions, costs, and expenses, of the administrator or operator of the trust assets, including concepts and amounts, as well as the mechanism for their return, if applicable, must be provided.

Other third parties obligated with the trust or the holders of the securities

When there are other third parties obligated with the trust or the holders of the securities such as investors with whom there are co-investment agreements, guarantees, guarantors, counterparties in financial derivative or hedge operations, credit supports, among others, the following information must be included at minimum with respect to each third party in question:

Corporate name and trade name or, if applicable, name of the natural person, as well as a description of the business in which they participate.
Terms and conditions of their obligations including the manner and/or procedures for making them enforceable.
Any other information that is considered relevant to evaluate the credit risk of the third party in question.

Transactions with related parties and conflicts of interest

See Annex N Bis 5, fraction II, subsection C), numeral 2), subsection i)

Reveal if there are conflicts of interest between the administrator and possible investors. Likewise, any business relationship, agreements, or relevant contracts between the trustee, settlor, the administrator, or anyone to whom such functions, rights, or securities transferred to the trust, relevant debtors, investors with whom there are co-investment agreements, holders of the securities, or any other third party that is relevant to the holders of the securities, even if not directly related to the securities issued by the trust and the structure of the transaction, including the projects or investments to be made that could imply some conflict of interest between the

administrator and investors. In their case, policies and guidelines to avoid the existence of conflicts of interest must be included, which must consider the scope of the relationships between the different participants in the trust and the investors therein.

Reveal the mechanism to disclose to the investor relevant information that will NOT be public.

Investors in securities subject to a restricted public offering may request, from the common representative or the trustee, access to information that the issuer is not obligated to disclose to the public, provided that they accompany their request with the certificate accrediting the ownership of the respective securities, issued by any securities depository institution.

THE ADMINISTRATOR OF THE TRUST ASSETS OR TO WHOM SUCH FUNCTIONS ARE ENCOMBENDED

History and development of the administrator of the trust assets or to whom such functions are encomended

See Annex N, fraction II, subsection C), numeral 2), subsection a), in relation to the administrator of the trust assets or to whom such functions are encomended.

Business description

See Annex N, fraction II, subsection C), numeral 2), subsection b), in relation to the settlor.

Administrators and shareholders

See Annex N, fraction II, subsection C), numeral 4), subsection c), regarding the settlor.

THE SETTLOR

History and development of the settlor

See Annex N, fraction II, subsection C), numeral 2), subsection a), in relation to the settlor considering that information related to changes in products and services offered may be omitted.

Business description

See Annex N, fraction II, subsection C), numeral 2), subsection b), in relation to the settlor.

Administrators and shareholders

See Annex N, fraction II, subsection C), numeral 4), subsection c), regarding the settlor.

Bylaws and other agreements

See Annex N, fraction II, subsection C), numeral 4), subsection d), regarding the settlor.

Likewise, a summary of the clauses of the settlor's bylaws that are considered most important must be presented, taking into account the characteristics of this type of society, corporate governance, minority rights, acquisition of own shares, and cancellation of registration in the Registry. On the other hand, the manner in which ordinary and extraordinary general meetings of shareholders will be convened must be mentioned, including the conditions for participating in them.

Transactions with related parties and conflicts of interest

See Annex N Bis 5, fraction II, subsection C), numeral 3), subsection f).

THE ADMINISTRATOR OF THE TRUST ASSETS OR TO WHOM SUCH FUNCTIONS ARE ENCOMBENDED

History and development of the administrator of the trust assets or to whom such functions are encomended

See Annex N, fraction II, subsection C), numeral 2), subsection a), in relation to the administrator of the trust assets or to whom such functions are encomended.

Business description

See Annex N, fraction II, subsection C), numeral 2), subsection b), in relation to the settlor.

Administrators and shareholders

See Annex N, fraction II, subsection C), numeral 4), subsection c), regarding the settlor.

When it comes to fiduciary titles whose resources from the issuance are intended to be destined at least 70% to investment in collective investment mechanisms not listed on any stock exchange, in terms of article 7, fraction IX, subsection a), numeral 8., second paragraph of these provisions, the warning that quarterly and annual financial information, as well as the annual report, may be presented within the timeframes referred to in article 33, fractions I, subsections a), numeral 3, third paragraph, and subsection b), numeral 1, second paragraph and II, fourth paragraph of these provisions, depending on the type of information in question, as well as the causes of the delay, must be included.

FINANCIAL INFORMATION OF THE TRUST (IF APPLICABLE)

Selected financial information of project companies and/or investment vehicles with respect to which the trust invests or acquires titles representative of their share capital or has direct or indirect participation, which are not consolidated in the trust's financial information

See Annex N Bis 5, fraction II, subsection B), numeral 5), subsection a).

Report on relevant credits

See Annex N Bis 5, fraction II, subsection B), numeral 5), subsection b).

RESPONSIBLE PERSONS

Include the name, position, and institution represented by the persons who, in accordance with these provisions, must sign the document; these data must appear at the foot of the legends established for this purpose.

ANNEXES

Financial statements

When compliance with obligations regarding the securities issued under the trust depends totally or partially on the following legal entities, the financial statements indicated in articles 2, fraction I, subsection f) and 4, fraction V of these provisions must be included, as applicable, for each of them: settlor, administrator of the trust assets or to whom such functions are encomended, other third parties obligated with the trust or holders of the securities such as guarantors, sureties, counterparties in financial derivative or hedging operations, credit support, among others, or any relevant debtor.

In the case that the legal entities referred to in the previous paragraph already have shares or debt titles registered in the Registry, they must include the last financial statements presented to the Commission and the corresponding exchange, in substitution of the financial statements with limited review referred to in the aforementioned articles, provided that they are up to date in the delivery of periodic information referred to in Title Four of these provisions.

Legal opinion

A copy of the legal opinion indicated in article 87 of the Securities Market Law must be added.

Title covering the issuance

A copy of the title covering the issuance indicated in article 2, fraction I, subsection e) of these provisions must be added.

Trust agreement

A copy of the base trust agreement of the issuance must be added.

Additional information

If applicable, the report or opinion of the external auditor who has performed any type of verification or validation regarding compliance by the administrator of the trust assets or to whom such functions are encomended, or operator, of policies, restrictions, or requirements regarding flows from investments, divestments, or acquisitions, as well as regarding the reasonableness and reliability of the evolution of assets, rights, or values other than those entrusted. In case that in said report or opinion mention is made of the performance of projects subject to investment in other vehicles of the same administrator, the opinion must consider the performance of all of the cited projects.

The external auditor's opinion cannot contain judgments on the viability of the promoted projects or of the potential investment in fiduciary stock certificates of investment projects. The scope of such opinion must be described and mentioned and incorporated into the placement prospectus.

This is without prejudice to the fact that this Commission requests additional information from the settlor, the asset administrator, or third party, in cases it deems necessary.

If applicable, issuance minutes

In case the issuance is carried out under the capital call mechanism, the issuance minutes containing at least what is indicated by article 7, fraction IX, subsection a), numeral 7., of these provisions must be included.

ANNEX H Ter

Instructions for the preparation of the document with key information for investment

GENERAL GUIDELINES

This instruction includes the information disclosure requirements to which issuers must adhere for the preparation of the document with key information for investment, which is presented to the Commission with the aim of obtaining registration in the registry.

The document with key information for investment must be prepared based on an information disclosure approach; that is, providing the investor with the necessary information so that they can make an investment decision regarding the security placed by the issuer in question.

The preliminary document with key information for investment must include the most recent information known at the date of submission of the request; regarding the definitive document with key information for investment, this information must be updated, to the extent relevant, to the date of placement.

In case certain sections of this instruction are not applicable to the specific business of the issuer, it will not be necessary to develop them; however, depending on the case, equivalent information must be provided.

The order in which the different sections of the document with key information for investment are presented must adhere to this instruction, except for particular cases that require a different order and are previously authorized by the Commission.

In the preparation of the document with key information for investment, clear and easy-to-understand language must always be used, avoiding using technical terms or complicated legal formalisms that cannot be easily understood by a person who does not have specialized knowledge in the matter in question. Likewise, superlative terms and value judgments must be avoided; however, if considered necessary, they must be adequately justified.

II.

DOCUMENT WITH KEY INFORMATION FOR INVESTMENT

The document with key information for investment contains the most important aspects of the issuer, the security, and, if applicable, the operation, in a format that allows comparison for informed investment decision-making.

The document with key information for investment must use a font size greater than 8 points and the total extension of the document cannot exceed 6 pages.

III.

CONTENT OF THE DOCUMENT

This section contains the main identification data of the issuer, as well as the type of security to be registered. In case certain data are not applicable to a specific type of security, it will not be necessary to include them. Those data that are not known at the date of preparation of the preliminary document with key information for investment, such as the price and date of placement of the securities, must be indicated, with a blank space.

GENERAL DATA

Number and characteristics of the titles offered (classes, series, type, nominal value, if applicable, and others that allow their full identification), as well as the rights they confer.
Mention of being a public offering and type of this (primary, secondary, national, international, restricted).
Name of the issuer and, if applicable, name of the selling shareholders.
Ticker symbol.
Number of securities to be allocated to over-allotment and the manner in which this must be exercised.
In the case of global offerings, the amount, number of titles, or percentage of titles to be placed in the offering in Mexico and abroad.
Placement price or price range.
Total amount of the offering (in case of mixed offerings, specify the amount of each offering).
In the case of issuances under a program, total authorized amount, if applicable, with revolving character.
Period or date of the offering.
Book closing or auction date.
Name of the placing intermediary.
If applicable, minimum amount of each order.
Possible acquirers: regarding public offerings " natural and legal persons when their investment regime expressly provides for it " and, if applicable, possible limitations, or regarding restricted public offerings " institutional and qualified investors to participate in restricted public offerings " .
Legal basis of the applicable tax regime.
Contact data of the placing intermediary.

Regarding shares, additionally the following must be included:

Number of shares representing the share capital of the issuer, before and after the offering.
In case of mixed offerings, the number of securities of the primary portion and the number of securities of the secondary portion must be specified.
Percentage of the share capital that the shares of the offering represent and, if applicable, percentage including over-allotment option, after the offering.
Present the price/earnings multiple, price/book value multiple, and price/UAFIDA multiple (earnings before financial expenses, taxes, depreciation, and amortization) of the issuer before and after the offering, as well as the sector or branch multiple to which it belongs and the market multiple.

Regarding debt titles, additionally the following must be included:

Term and maturity date.
Rating granted by rating agency.
Number of series into which the issuance is divided, if applicable.
Interest rate, discount rate, or yield rate.
Periodicity and manner of amortization of the titles and, if applicable, indicate causes and treatment of early amortization.
Guarantee(s), if applicable.
Place and manner of payment of interest or yields and principal.
Name of the common representative of the title holders.
Subordination of the titles.
Hedging.

Regarding securities issued under a trust, additionally the following must be included:

Number of trusts and data related to the trust agreement.

Name of the trustee.

Settlor.

Beneficiary.

Assets, rights, or values entrusted.

Rights conferred by the securities issued under the trust.
Diagram of the operation.
Brief description of the historical behavior and composition of the entrusted assets.

Regarding structured securities, additionally the following must be included:

Characteristics or general terms of the underlying assets.
Guaranteed capital.
Historical behavior of the underlying.
Numerical example.

Regarding fiduciary stock certificates for development, real estate, energy and infrastructure investment, or investment projects of these provisions, additionally the following must be included:

Indication that there is no obligation to pay principal or interest.
In case there are series with limited voting, the obligation to pay distributions preferentially to the holders of said series.
Economic sectors or assets subject to predominant investment
Capital calls, if applicable.
Amount of the initial contribution, if applicable.
Maximum amount of the issuance.
Leverage policies or maximum debt limit.
Debt service coverage ratio
Brief description of the historical behavior of the assets subject to investment and, if applicable, administrator's experience.

Regarding optional titles, additionally the following must be included:

Characteristics of the exercise (optionality).

RISK FACTORS

The issuer must present a summary of the main factors that can significantly affect its performance and profitability, as well as those capable of influencing the price of its securities.

They must be ordered based on the importance they represent for the issuer.
The issuer must present risk factors particular to the respective issuance, avoiding presenting risk factors that could apply generically to any issuer or any offering.
The main risk factors regarding the issuer and/or whoever there is partial dependence on, for example, risk factors on patents, licenses, brands, and other contracts, main clients, tax situation, and judicial, administrative, or arbitral processes, transactions with related parties and conflicts of interest, bylaws and other agreements, relevant credits, etc. that could affect the administration, course of business, or financial situation, must be specified.

CHARACTERISTICS OF THE OFFERING

A descriptive and schematic explanation of the operation intended to be carried out must be presented.

THE ISSUER

The business in which the issuer participates must be described, as well as, if applicable, the person regarding whom there is partial dependence, and a list of the main activities of the issuer, showing the various categories of products sold or services provided.

FINANCIAL INFORMATION

Selected financial information

Selected financial information in comparative columns for the last 3 fiscal years must be presented. The purpose of this information is to highlight, through an easy-to-read format, certain trends in the financial situation of the issuer and in its operating results. This information must adjust to the particular characteristics of the issuer, but in any case, it must include at least the following information:

(Income Statement)

Year 1

Year 2

Year 3

Total revenues

Net income

UPA

EBITDA

(Balance Sheet)

Year 1

Year 2

Year 3

Cash

Fixed assets

Other assets

Total assets

Securities liabilities

Bank liabilities

Other liabilities

Total liabilities

Equity

In any case, the following legend must be included: " To know the detailed financial situation of the issuer, as well as to have a comprehensive understanding of the selected financial information, we suggest consulting the prospectus and respective financial statements " .

Comments and analysis of Financial Information

This section cannot exceed the extension of 1 page and must provide information that facilitates the analysis and understanding of the issuer's financial position and performance at the time of placement; for this, it must use the information corresponding to what is referred to in article 2, fraction I, subsection f), 3, fraction VII or 4, fraction V of these provisions, as applicable.

It is the responsibility of the issuer to select and explain the financial information; to this effect, significant information referring to the most relevant topics according to their particular circumstances must be shown.

The comments must include information regarding the issuer's resources, encumbrances on such resources, as well as commitments, transactions, events, occurrences, and circumstances that could significantly affect the issuer's liquidity, performance, or financial position.

Additionally, the issuer must explain the trends, risks, or other factors it knows of that could affect its future performance, position, and development related to its liquidity, sources of capital, income, or profits.

The analysis and comments on the financial information must aid in the understanding of:

The nature of the business;
The objectives of management and the strategies to achieve them;
The most important resources, commitments, and relationships;
The operating results and relative expectations;
The issuer's exposure to risk, as well as the strategies and effectiveness in managing them;
The manner in which resources not presented in the financial statements could affect the issuer's operations.
The manner in which non-financial factors affect the information contained in the financial information.

Securities market information

In case of share offerings from issuers that are listed on the stock exchange or other foreign stock exchanges, information must be provided through a graph:

The maximum and minimum price per series and the average volume traded on the exchange and in the main market outside Mexico, in each of the last 5 years; the maximum and minimum prices of each semester corresponding to the last 2 fiscal years and, with respect to the last 6 months, the maximum and minimum prices of each month.
A comparison of said prices against the main indicator of the corresponding stock exchange.

In case of having or having had the services of a market maker in the previously mentioned periods, this situation must be indicated.

LEGENDS AND MEANS OF ACCESS TO MORE INFORMATION

The issuer must indicate that the documents presented as part of the registration request to the Commission and listing on the stock exchange in question can be consulted on their Internet pages.

Likewise, it must indicate its address and telephone numbers of its main offices, as well as the data of the person in charge of investor relations.

Likewise, the following legends must be included:

The Legend " Document with key information for investment available with the placing intermediary or administrator " and the internet pages where it can be consulted.
In the case of the preliminary document, the legend " Preliminary document with key information for investment " in red ink, as well as the following: " The information contained in this preliminary document with key information for investment is subject to change, reforms, additions, clarifications, or substitutions " .
The definitive version of the document with key information for investment that includes the changes, reforms, additions, clarifications, or substitutions made between the date of submission of the preliminary version and the date on which the offering takes place, can be consulted on the internet page of the (name of the corresponding stock exchange) and of the National Banking and Securities Commission at the following addresses (include addresses of the Internet pages).

ANNEX I

INSTRUCTIONS FOR THE PREPARATION OF PLACEMENT PROSPECTUSES FOR OPTIONAL TITLES

GENERAL GUIDELINES

This instruction includes the information disclosure requirements to which issuers of optional titles must adhere for the preparation of placement prospectuses, with the aim of obtaining registration in the Registry and for authorization of the public offering of these instruments.

The preliminary placement prospectus must include the most recent information known at the date of submission of the request; regarding the definitive placement prospectus, this information must be updated, to the extent relevant, to the date of placement, except in cases where in the

general provisions and if this instruction specifies a certain date or period.

In the event that certain subsections or chapters of this instruction are not applicable to the specific business of the issuer, it will not be necessary to develop them; however, depending on the case, equivalent information must be provided. Similarly, if certain information required in any section of this instruction has been included in another chapter of the offering prospectus, it will not be necessary to include it again, only a reference to the chapter in which it is found must be made.

The order in which the chapters of the prospectus are presented must adhere to this instruction, unless the Commission, in the case of global offerings, authorizes a different order, in which case, a summary table must be included indicating the chapters where the requirements contained in this instruction are incorporated.

In the preparation of the prospectus, clear and easy-to-understand language must always be used, avoiding the use of technical terms or complicated legal formulas that cannot be easily understood by a person who does not have specialized knowledge in the subject matter.

Likewise, superlative terms and value judgments must be avoided; however, if deemed necessary, they must be adequately justified.

Principle of Relevance

In addition to the information explicitly required in the various subsections contained in this instruction, all relevant information must be provided.

This principle must be followed at all times in the preparation of the prospectus when determining the depth and breadth with which the various topics established in this instruction must be developed.

It will be the responsibility of the issuer, as well as the persons who sign the document, to determine what information is relevant in the context of the particular characteristics of each issuer. When determining what information is relevant, both quantitative and qualitative factors must be taken into account.

Likewise, the Commission may require the inclusion of information in addition to or in substitution of the information required in this instruction when the disclosure of such information to investors is considered necessary.

Sources of External Information and Expert Declarations

When a report, statistic, or other information contained in the prospectus has been obtained from a public source of information, it must be cited, and when the information comes from an expert, a declaration must be included indicating that such information has been included with the consent of the person.

Currency Denomination

All figures presented must be expressed in the same currency as the financial statements, unless otherwise indicated in the prospectus or supplement. In the case of figures denominated in foreign currency, when the issuer considers it convenient to present a conversion of such figures to Mexican pesos, the exchange rate of the date of the last period presented or that corresponding according to the applicable accounting regulations must be used.

Likewise, the type of conversion used must be indicated, and in the event that the exchange rate in effect on the date of the last period presented was chosen, it must be clarified that such conversion was made solely for the purpose of facilitating reading and understanding for investors, mentioning that these should not be interpreted as statements that the amounts in the currency used to prepare the financial statements actually equal those amounts in Mexican pesos or that they can be converted to Mexican pesos according to the indicated exchange rate.

Restricted Public Offerings

In the case of prospectuses for a restricted public offering, the issuer may omit the information referred to in fraction III, subsection B), subsections 1), subsection d); 3) subsection b), sub-subsections ii), iii), iv), v), vi) and vii); 5), subsections b), c) and e), provided that the notes to the financial statements that are part of the prospectus contain equivalent information; 6), subsection a).

Likewise, the issuer may present the financial information and the corresponding to fraction III, subsection B), subsection 3), subsection b) only for the last 2 fiscal years and the most recent quarter for which information is available.

II.

INCORPORATION BY REFERENCE

Incorporation by reference must be carried out in accordance with the following:

The index of the prospectus must contain all the chapters and sections required in this instruction, and when any of them has been incorporated by reference, this situation must be indicated at the bottom of each title or subtitle, indicating the source document and the date of its presentation to this Commission and the corresponding stock exchange, as well as the location where said document can be consulted publicly.

Chapters of documents that do not fully comply with the requirements contained in this instruction, in the judgment of the Commission, may not be incorporated by reference.

A section titled "Recent Events" must be included in which relevant information that is not disclosed in the documents that have been incorporated by reference is indicated.

III.

INFORMATION REQUIRED IN THE PROSPECTUS

Cover of the Prospectus

Those data that are not known on the date of preparation of the preliminary prospectus, such as the determination of the issue premium, exercise price, and the date of placement of the securities, must be indicated with a blank space.

The cover of the prospectus must contain at least the following information:

Mention of being optional titles, either call or put.
Mention of being a public offering and type thereof.
Name of the issuer.
Number and characteristics of the titles subject to the offering, mentioning the number of series into which the issuance is divided.
Value of the optional titles.
Total amount of the offering.
Period or date of the offering.
Date of registration in the corresponding stock exchange.
Date of issuance.
Net proceeds that the issuer will obtain with the placement of the corresponding series (breakdown of expenses related to the offering, including, if applicable, the brokerage commission, indicating if they were covered with the issuer's own resources).
Settlement date.
Place of issuance.
Number of titles authorized for circulation.
Term of validity of the issuance.
Type of exercise.
Date of exercise.
Reference values.
Minimum number of optional titles to be exercised.
Board code of the reference values.
Generic enumeration of possible acquirers and possible limitations.
Name of the placing agent.
Name of the common representative of the title holders.
Legal basis of the applicable tax regime.
Place and method of settlement.
Series and board code thereof.
Issue premium.
Exercise price.
Price per lot.
In its case, intrinsic value.
Number of titles in the series.
Term of validity of the series.
Description of the rights granted to the holders of the optional titles.
The effects of the reference values on the optional titles.
In its case, extraordinary events.
Possible acquirers: "Natural and legal persons when their investment regime expressly provides for it" and, if applicable, possible limitations. In the case of restricted public offerings, it must be indicated that the types of investors to whom the offering is directed are only "institutional investors and qualified to participate in restricted public offerings".
The mention that the titles are registered in the Register and are subject to quotation on the stock exchange.
The following legend in accordance with the penultimate paragraph of Article 86 of the Securities Market Law: "Registration in the National Securities Register does not imply certification regarding the quality of the securities, the solvency of the issuer, or the accuracy or truthfulness of the information contained in the prospectus, nor does it validate acts that, if any, may have been carried out in contravention of the laws".
Registration Number in the Register.
Place and date of publication of the prospectus or, if applicable, the notice.
Number of the official letter and date of authorization by the Commission, to publish the prospectus or, if applicable, the notice.
If applicable, the legend "Prospectus available with the placing intermediary" and the electronic pages on the worldwide network (Internet) where it can be consulted (including the issuer's page).
In the case of the preliminary document, the legend "Preliminary Prospectus" in red ink, as well as the following:
"The information contained in this preliminary prospectus is subject to changes, reforms, additions, clarifications, or substitutions.
The updated version of this preliminary prospectus that includes the aforementioned changes, reforms, additions, clarifications, or substitutions that may be made between the date of this document and the date on which the offering takes place, may be consulted on the electronic page on the worldwide network (Internet) of the (name of the corresponding stock exchange) and of the Commission at the following addresses, respectively:
(include addresses of the electronic pages on the worldwide network (Internet)) Likewise, any change made to this preliminary prospectus under the aforementioned terms, will be made public through the (name of the corresponding SEDI) on its electronic page on the worldwide network (Internet):
(include address of the electronic page on the worldwide network (Internet)) The securities referred to in this preliminary prospectus cannot be offered or sold until the Commission authorizes their offering under the terms of the Securities Market Law. This preliminary document does not constitute a public offering for the alienation of the described securities".

The public offering notice must contain the same information as the cover of the prospectus.

Index

On the first page of the prospectus, an index of its content must be incorporated according to the following:

1)
GENERAL INFORMATION

a)
Glossary of terms and definitions

b)
Executive summary

c)
Risk factors

d)
Other securities

e)
Public documents

2)
THE OFFERING

a)
Transcription of the relevant clauses of the issuance minutes

b)
Destination of funds

c)
Distribution plan

d)
Expenses related to the issuance

e)
Hedging

f)
Legal basis of the applicable tax regime

g)
Authorization and Registration

h)
Public documents

i)
Names of persons with relevant participation in the offering

3)
THE ISSUER

a)
History and development of the issuer

b)
Business description

i)
Main activity

ii)
Distribution channels

iii)
Patents, licenses, trademarks, and other contracts

iv)
Main clients

v)
Applicable legislation and tax situation

vi)
Human resources

vii)
Environmental performance

viii)
Market information

ix)
Corporate structure

x)
Description of main assets

xi)
Judicial, administrative, or arbitral proceedings

4)
ISSUER OF THE REFERENCE VALUES

a)
General data

b)
Stock market information

5)
FINANCIAL INFORMATION

a)
Selected financial information

b)
Financial information by business line, geographic zone, and export sales

c)
Report on relevant credits

d)
Comments and analysis of management regarding operating results and financial situation of the issuer

j)
Operating results

ii)
Financial situation, liquidity, and capital resources

iii)
Internal control

e)
Estimates, provisions, or critical accounting reserves

6)
ADMINISTRATION

a)
External auditors

b)
Transactions with related parties and conflicts of interest

c)
Administrators and shareholders

7)
RESPONSIBLE PERSONS

8)
APPENDICES

a)
Financial statements

b)
Legal opinion

c)
Issuance minutes

The following paragraph must be included in "bold" at the end of the index within the prospectus, ensuring that it is at least 2 points larger in font size than that used in the index:

"No intermediary, attorney-in-fact to conduct transactions with the public, or any other person, has been authorized to provide information or make any statement that is not contained in this document. As a consequence of the foregoing, any information or statement that is not contained in this document must be understood as not authorized by the issuer and (social name of the placing intermediary)."

C)
Information that the chapters of the prospectus must contain

1)
GENERAL INFORMATION

a)
Glossary of terms and definitions

See Annex N, fraction II, subsection C), subsection 1), subsection a).

b)
Executive summary

See Annex N, fraction II, subsection C), subsection 1), subsection b), without considering the behavior of the titles in the securities market.

c)
Risk factors

See Annex N, fraction II, subsection C), subsection 1), subsection c), adding the factors that may significantly affect the price of the optional titles, as well as their intrinsic value and the risks related to the public offering and the securities subject to the issuance.

d)
Other securities

See Annex N, fraction II, subsection C), subsection 1), subsection d).

2)
CHARACTERISTICS OF THE OFFERING

a)
Transcription of the relevant clauses of the issuance minutes

Mention of the act of the social body that agreed to the issuance of the securities and transcription of the relevant clauses of the issuance minutes that must contain at least the following:

Issuance of the optional titles.
Name of the issuer.
Issue premium.
Exercise price.
Date of the offering.
Global title.
Term of validity and exercise period.
Exercise rights.
Extraordinary events.
Hedging and requirement plan.
Exercise and settlement mechanics.
Designation of the common representative.
Powers of the common representative.
Assembly of holders of the optional titles.
Possible acquirers: "Natural and legal persons when their investment regime expressly provides for it" and, if applicable, possible limitations. In the case of restricted public offerings, it must be indicated that the type of investors to whom the offering is directed is only "institutional investors and qualified to participate in restricted public offerings".
Technical adjustments (in the case where the reference values are shares).
Exercise of corporate and patrimonial rights.
Obligations of the titles.
Competent courts.

b)
Destination of funds

The prospectus must show the net amount of the offering resources, detailing each of the main projects or purposes to which the resources will be given.

c)
Distribution plan

Within this chapter, the issuer must provide the following information:

Name of the lead placing intermediary, identifying if the securities will be offered by it under the terms of firm commitment or best efforts. It must also be specified whether the placing intermediary has signed or intends to sign any sub-placement contract with other brokerage houses to form a placing syndicate. If known, the estimated percentage of titles that will be distributed by each member of the placing syndicate or placing intermediaries participating in the offering in the preliminary prospectus and the number of titles effectively distributed by each of them in the definitive prospectus.

The business relationship or any other type of relationship that exists between the placing intermediary(ies) participating in the offering and the issuer must be indicated, as well as any conflict of interest arising from the participation of the placing intermediary(ies) in the offering.

If it is known to the issuer or the placing intermediary, it must be revealed whether the main shareholders, executives, or members of the board of directors intend to subscribe part of the securities that are the subject of the offering or if any person attempts to subscribe more than 5% of it, individually or as a group.

Mention whether the amount of the offering in Mexico can be increased by the exercise of over-allotment granted to the placing intermediary.

It must be mentioned whether the placing intermediary(ies) and syndicate members will carry out operations that facilitate the placement of the securities, such as price stabilization, in which case, it must be explained what such operations consist of. Likewise, it must be mentioned how over-allotments will be covered, if any, and in the case that these are covered with shares obtained in loan, the mechanism that will be used for their return.

Include the sales strategy that is intended to be carried out to place the securities, including the class of investors to whom the offering will be directed.

Likewise, the criteria used for the allocation of the securities must be explained, such as whether there is a minimum and maximum amount to be allocated per investor, allocation according to first in time first in right, pro-rata allocation, etc. In the event that the rate or price of the securities is to be determined according to the auction procedure, the requirements to participate in it, the date from which bids may begin to be received, the criteria for selecting the winners, and the manner in which the result will be made known must be revealed.

State that in the case of a public offering, any person wishing to invest in the securities subject to the issuance will have the possibility of participating in the offering process on equal terms with other investors as well as acquiring the securities, unless their investment regime does not allow it.

d)
Expenses related to the issuance

Estimated figures must be revealed in the preliminary prospectus and the effectively paid figures in the definitive prospectus, as well as a general description of the expenses related to the issuance, breaking down by each of the participating entities or advisors the brokerage and placement commissions, Registration costs, stock exchange listing, legal advisors, and others, breaking down the latter always when it is relevant with respect to the total expenses.

e)
Hedging

The issuer must explain how the hedging will neutralize the risk exposure of the issued optional titles.

f)
Legal basis of the applicable tax regime

Description of the laws and fiscal provisions applicable to the instruments.

g)
Authorization and Registration

Registration number, as well as number and date of the official letter of authorization by the Commission.

h)
Public documents

The issuer must indicate that the documents presented as part of the request to the Commission and the stock exchange may be consulted at the latter.

Likewise, the issuer must mention if copies of said documents will be granted at the request of the investor, providing the name, address, and telephone number of the person to whom investors must address to request such information.

i)
Names of persons with relevant participation in the offering

The issuer must present a list of the names of the following persons:

Natural and/or legal persons designated and/or with relevant participation in the advice and/or consulting related to the securities offering and involved in the legal evaluation or financial evaluation of the issuer, including any other expert hired by the issuer to whom any statement or report of importance included in the prospectus has been attributed, or who has prepared or certified any part thereof.

In the event that any of the experts or advisors participating in the transaction is a significant owner of the shares of the issuer or its Subsidiaries or has a direct or indirect economic interest that depends on the success of the placement, a brief description of the nature and terms of such contingency or interest must be provided.

Person in charge of investor relations.

3)
THE ISSUER

In the case of issuances made by the issuer on its own securities, a description of the business in which it participates and any other information considered relevant to evaluate the risk of the titles must be included. Additionally, indicate where more information about the issuer can be obtained, including its electronic page on the worldwide network (Internet).

In the event that the issuer is constituted as a brokerage house or credit institution, this chapter must contain the following:

a)
History and development of the issuer

See Annex N, fraction II, subsection C), subsection 2), subsection a), this information must cover the last 3 years.

b)
Business description

See Annex N, fraction II, subsection C), subsection 2), subsection b), additionally, in the "Human resources" section, the number of persons employed in the last 3 years must be provided if throughout this period that number had varied considerably, including an explanation of the mentioned variation.

4)
ISSUER OF THE REFERENCE VALUES

a)
General data

The issuer must indicate the social name of the issuer of the reference values, as well as reveal that the documents and information of the issuer of the underlying values may be consulted at the corresponding stock exchange or on the electronic page on the worldwide network (Internet) at the following address (include address of the electronic page on the worldwide network (Internet)).

In the event that the value of the underlying is a price index (reference index), it must refer to the sources of information containing the following; background, determination of the index, graphical evolution, historical volatility, and index levels.

b)
Stock market information

In the event that the issuance of the optional titles refers to shares of issuers registered on the stock exchange, information regarding the maximum and minimum prices and the average volume traded on the stock exchange in each of the last 5 years must be provided; the maximum and minimum prices of the intermediate periods corresponding to the last 2 fiscal years and with respect to the last 6 months, the maximum and minimum prices of each

month. Likewise, if deemed relevant, a comparison of said prices against the main stock market indicator corresponding to the issuer must be included. If the share issuers have had or had the services of a market maker during the aforementioned periods, this situation must be indicated and the impact of the market maker's actions on the trading levels and share prices of the issuers in question, as well as on the maximum price differentials between buy and sell positions for said securities to which the market maker was or is subject according to the corresponding stock exchange, must be explained in general terms.

Similarly, it must be disclosed if there were significant suspensions in the trading of the issuer(s)' securities in the last 3 fiscal years.

Likewise, the stock exchanges and any other type of regulated market in which the securities are traded must be disclosed.

In the case of issuances referred to price indices recognized by the stock exchange itself, the evolution of said index during the last 3 years, as well as the historical volatility of the index, must be reported.

FINANCIAL INFORMATION

Selected financial information

See Annex N, fraction II, subsection C), item 3), subsection a). Additionally, selected financial information for the last available interim period and the comparison with the same period of the previous year will be presented.

Financial information by business line, geographic zone, and export sales

See Annex N, fraction II, subsection C), item 3), subsection b). Additionally, selected financial information for the last available interim period and the comparison with the same period of the previous year will be presented.

Report on relevant credits

See Annex N, fraction II, subsection C), item 3), subsection c), including, where applicable, information for the last available interim period.

Management's comments and analysis on the issuer's operating results and financial position

See Annex N, fraction II, subsection C), item 3), subsection d).

If the issuer presents financial statements with limited review or unaudited as of an interim date, an explanation of the relevant changes that have occurred between these financial statements and the financial statements of the comparable previous period must be included.

Critical accounting estimates, provisions, or reserves

See Annex N, fraction II, subsection C), item 3), subsection e), including, where applicable, information for the last available interim period.

MANAGEMENT

External auditors

See Annex N, fraction II, subsection C), item 4), subsection a).

Transactions with related parties and conflicts of interest

See Annex N, fraction II, subsection C), item 4), subsection b).

Directors and shareholders

See Annex N, fraction II, subsection C), item 4), subsection c).

RESPONSIBLE PERSONS

Include the name, position, and institution represented by the persons who, in accordance with Article 2, fraction I, subsection m) of these provisions, must sign the document; these data must appear at the foot of the legends established in the same article.

ANNEXES

Financial statements

The financial statements indicated in Article 2, fraction I, subsection f) of these provisions must be included. In the case of issuers that already have shares or debt titles registered in the Registry, provided they are up to date in the delivery of periodic information referred to in Title Four of these provisions, they must include the last financial statements presented to the Commission and the corresponding stock exchange, in substitution for the financial statements with limited review referred to in the aforementioned article.

Legal opinion

A copy of the legal opinion indicated in Article 2, fraction I, subsection h) of these provisions must be added.

Issuance Act

A copy of the act supporting the issuance indicated in Article 2, fraction I, subsection e) of these provisions must be added.

ANNEX N BIS 5

Instructions for the preparation of the annual report applicable to fiduciary securities certificates for investment projects

GENERAL GUIDELINES

This instruction includes the annual information disclosure requirements to which issuances made by financial institutions in their capacity as trustee must adhere to maintain their registration in the registry.

The annual report must include the information known as of the date closest to its submission, except in cases where a specific date or period is specified.

If certain requirements are not applicable to the specific goods, rights, or securities backing the issuance in question, it will not be necessary to present information on that particular requirement; however, depending on the case, equivalent information must be provided. Likewise, if certain information required in any item of this instruction has been included in another chapter of the annual report, it will not be necessary to include it again; a reference to the chapter where it is located will suffice.

When instruments issued by the financial institution in its capacity as trustee are registered in the registry, and in foreign markets where they trade a report similar to that described in this manual is required, the order in which the annual report is presented may be the same as that of the report presented in those markets, provided that all information required in this instruction is included. In the latter case, a table indicating the chapters where the requirements contained in this annex are incorporated must be included.

In the preparation of the annual report, clear and easy-to-understand language must always be used, avoiding technical terms or complicated legal formalisms that cannot be easily understood by a person who does not have specialized knowledge in the subject matter. Likewise, superlative terms and value judgments must be avoided; however, if deemed necessary, they must be adequately justified.

Principle of Relevance

In addition to the information explicitly required in the various subsections contained in this instruction, all relevant information must be provided.

This principle must be taken into account when determining the depth and breadth with which the various topics established in this instruction must be developed.

It is the responsibility of the persons signing the annual report to determine what information is relevant according to the context of the particular characteristics of each issuer. To determine what information is relevant, both quantitative and qualitative factors must be taken into account.

The Commission may require the inclusion of information in addition to or in substitution of the information required in this instruction when the disclosure of such information to investors is deemed necessary.

Sources of External Information and Expert Declarations

When a report, statistic, or other information contained in the annual report has been obtained from a public source of information, it must be cited; and when the information comes from an expert, a declaration must be included indicating that such information has been included with the consent of the latter.

II.

INFORMATION REQUIRED IN THE ANNUAL REPORT

Cover of the Annual Report

The cover of the annual report must contain the following information:

Term and maturity date.
If applicable, number of series into which the issuance is divided.
If applicable, issuance number corresponding.
Trust number and data related to the trust agreement.
Name of the trustee.
Settlor (indicate other figures if applicable).
Administrator of the trust assets or to whom such functions are entrusted.
Investors with whom co-investment agreements exist.
Beneficiaries.
Indication of any other relevant third party(ies) receiving payment(s) from the trust.
Goods, rights, or securities settled.
Summary of the most relevant characteristics of the assets, rights, projects, or goods that make up the trust assets.
Indication that there is no obligation to pay principal or interest.
Rights conferred by fiduciary securities certificates for investment projects.
Subordination of the titles, if applicable.
Source of distributions.
Leverage level.
Debt service coverage ratio.
Place and form of payment of distributions.
Name of the common representative of the title holders.
Depository.
Tax regime.
If applicable, valuation report.
Specification of the characteristics of the titles in circulation (class, series, type, the name of the stock exchanges where they are registered, etc.).
Possible acquirers: " Institutional investors and qualified to participate in restricted public offerings ".
The mention that the securities are registered in the registry.
The legend referred to in the second-to-last paragraph of Article 86 of the Law.
The legend "Annual report presented in accordance with the general provisions applicable to securities issuers and other market participants" and what period is being presented (e.g.: year ended December 31, 2014).

Index

On the first page of the annual report, an index of its content must be incorporated, according to the following:

GENERAL INFORMATION

Glossary of terms and definitions

Executive summary

Risk factors

Significant changes to securities rights registered in the registry

Use of funds, if applicable

Public documents

OPERATIONAL STRUCTURE

Trust assets

Performance of issued securities

ii)

Contracts and agreements

iii)

Judicial, administrative, or arbitral proceedings

iv)

Rights

Distributions

Compliance with the business plan and investment calendar, and, if applicable,

disinvestments

Valuation

Commissions, costs, and expenses of the administrator of the trust assets or to whom

such functions are entrusted

Relevant information of the period

Other third parties obligated with the trust or the holders of the securities, if applicable.

General assemblies of holders

Technical committee

Transactions with related parties and conflicts of interest

THE SETTLOR

History and development of the settlor

Business description

Main activity

ii)

Corporate structure

iii)

Description of its main assets

iv)

Judicial, administrative, or arbitral proceedings

Shares representing the share capital

vi)

Corporate restructurings, if applicable

Directors and shareholders

Bylaws and other agreements

Transactions with related parties and conflicts of interest

THE ADMINISTRATOR OF THE TRUST ASSETS OR TO WHOM SUCH FUNCTIONS ARE

ENTRUSTED

History and development of the administrator of the trust assets or to whom such

functions are entrusted

Business description

Main activity

ii)

Human resources

iii)

Corporate structure

iv)

Judicial, administrative, or arbitral proceedings

Directors and shareholders

FINANCIAL INFORMATION OF THE TRUST

Selected financial information of the societies, projects, and/or investment vehicles

with respect to which the trust invests or acquires titles

representative of its share capital or has direct or indirect participation, that

are not consolidated in the trust's financial information

Information on relevant credits

RESPONSIBLE PERSONS

ANNEXES

Audited financial statements of the trust and Investments (if applicable)

Additional information

Information that the chapters of the annual report must contain

GENERAL INFORMATION

Glossary of terms and definitions.

See Annex N, fraction II, subsection C), item 1), subsection a).

Executive summary

An executive summary must be presented on the evolution of the goods, rights, or securities settled, or societies or investment projects in which the trust invests directly or indirectly, including a summary of financial information. Likewise, the main relevant events that occurred during the reported period must be mentioned, primarily related to risk factors, compliance with applicable contracts, judicial, administrative, or arbitral proceedings, relevant participants in the operation such as the settlor, administrator of the trust assets or to whom such functions are entrusted, relevant debtors, and other third parties obligated with the trust or the holders of the securities, among others.

Likewise, it must contain a description and the main characteristics of the type of societies or projects with respect to which the trust invests or acquires titles representative of its share capital or participation, if applicable, directly or indirectly, as well as the financial and economic performance of these.

Additionally, an executive summary of compliance with the business plan and investment calendar, and, if applicable, disinvestments in accordance with which investments have been made in societies or projects in which the Trust invests directly or indirectly, or disinvestments.

Likewise, a summary of the main policies of the issuance must be presented, as well as regarding the protection of the interests of its holders.

Risk factors

The factors that may significantly affect the performance of the goods, rights, or securities settled, or societies or projects in which the Trust invests directly or indirectly, in which the trust assets are invested that serve as the source of payment for the instruments, must be explained.

It is recommended that they be ordered based on the importance they represent for the operation. Likewise, risk factors that could apply to any instrument must not be presented.

In this sense, the information provided must refer to factors such as the following, if such situations arise: that there is no obligation to pay principal or interest, and that these instruments might not have liquidity; to detail the factors that may significantly affect the performance of the goods, rights, or securities settled, or societies or projects in which the Trust invests directly or indirectly and represent the source of payment for the instruments; a brief explanation regarding the risks inherent to the societies or projects with respect to which the trust will invest or acquire titles representative of their share capital and that they do not have the corporate governance regime provided for in the Securities Market Law applicable to public limited companies; risks of the current situation of the trust assets, concentration in a debtor or significant group of debtors, unseizability of State assets, non-compliance with terms of relevant concessions or contracts and their revocability, risks associated with the goods, rights, or securities, significant restrictions in the contracts backing the operation, behavior of goods, rights, or securities settled, or societies or projects in which the Trust invests directly or indirectly sources of payment for the issued instruments, difficulty in replacing the administrator of the settled trust assets or to whom such functions are assigned, special terms and conditions applicable to the type of security issued, risks associated with the execution of guarantees or hedges contracted, as well as with the administration and collection of the goods or rights settled, lack of opening of accounts in the name of the trustee for the collection of assets, encumbrances or contingencies on the goods, rights, or securities, lack of audits performed by an independent expert on the goods, rights, or securities settled or when the audits have a limited scope.

The declaration by the issuer that the trustee, the settlor, or the administrator of the trust assets or to whom such functions are entrusted, must comply with the leverage level calculated in accordance with what is established in Article 7, fraction IX, subsection a), item 6.1.; the issuer's declaration that it will comply with the debt service coverage ratio calculated in accordance with what is established in Article 7, fraction IX, subsection a), item 6.2, of these provisions; the consequences that arise, if any, from non-compliance with the corrective plan; the implications in the rights of the holders of the fiduciary titles upon the assumption of credits, loans, or financing and the destination of the resources resulting from the assumption of credits, loans, or financing.

The information appearing in this section is presented in an enumerative manner, and is in no case limiting.

The objective of this section is to summarize important factors that may be exposed in greater detail in another part of the prospectus.

Significant changes to securities rights registered in the registry

See Annex N, fraction II, subsection C), item 1, subsection e), with respect to the different series in which the issuance has been made.

Use of funds, if applicable

In the first annual report presented after the registration of the issuer's securities in the registry, the application that has been made up to that moment of the resources derived from the public offering or the increase in the number of securities issued must be provided. In case there are resources left to be applied, these must be detailed in the next annual reports, until the entirety of the resources are applied.

In case the use of funds has varied from that specified in the placement prospectus, an explanation regarding this must be provided.

Public documents

It must be mentioned if copies of this document will be granted at the investor's request, providing the name, address, and telephone number of the person to whom investors must direct themselves to request it. It must also indicate the public information that was delivered to the stock exchanges and is available to investors, as well as the name, telephone, and email of the person responsible at the trustee or, if applicable, the common representative, in charge of attending to investors and analysts.

OPERATIONAL STRUCTURE

Trust assets

The issuer may present the financial information corresponding to this chapter only for the last two fiscal years and the most recent quarter for which information is available.

Performance of issued securities

Provide a breakdown of all payments made to the holders of the securities during the period being reported, indicating the date, the amount paid, and the concept for which said payment was made, for each of the concepts provided for in the contracts backing the operation such as: interest, scheduled principal payments, and early principal payments.

Likewise, include the formulas and bases for the determination of all payments made as referred to in the previous paragraph. In the case of early payments, indicate the causes that gave rise to said payments.

In the case that during the reported period there had been non-compliance with the timely payment of amounts to any of the holders of the securities for any concept, which had remained unpaid for more than 30 days, detail all these non-compliances indicating for each: the causes, nature, and consequences of the non-compliance, the amount by which the payment should have been made, the date on which it should have been made, and if applicable, the dates and amounts of the payments that have been made subsequently to cover said non-compliance.

Likewise, for each of the series of securities issued, present the outstanding balance, the number of titles in circulation, and the nominal value adjusted per title at the beginning and at the end of the period being reported.

ii)

Contracts and agreements

A summary of the trust agreement must be presented, as well as of any other contract relevant to the operation, such as administration or operation, assignment, among others, in a format that facilitates its understanding.

Likewise, in this section, the functions and responsibilities of each of the participants in the operation of the trust for the investment in the activities or projects of the societies or for the acquisition of titles representative of their share capital must be clearly described.

Likewise, reveal any verbal or written agreement entered into in terms of what is provided in Article 64 Bis 1, fraction II, subsection f) and fraction IV of the Securities Market Law.

iii)

Judicial, administrative, or arbitral proceedings

Briefly describe any pending legal procedure against the administrator of the trust assets or to whom such functions are entrusted, trustee, as well as any other third party that is relevant to the holders of the securities. Include similar information for any procedure of which there is knowledge and that may be executed by government authorities.

iv)

Rights

Rights conferred by fiduciary securities certificates for investment projects, specifying, if applicable, those that correspond to the certificates issued in series that grant holders limited voting rights.

Distributions

In case of issuance through series that limit the exercise of the holders' rights referred to in these provisions, the mechanisms that ensure the payment of distributions preferentially to the holders of said series.

Compliance with the business plan, analysis, and investment calendar, and, if applicable,

disinvestments

Information regarding the degree of compliance with the business plan, the investment calendar, and, if applicable, disinvestments, as well as the expected return, must be presented, explaining, if applicable, the reasons for total or partial non-compliance.

Valuation

Valuations information relating to the trust title that have been carried out during the period being reported must be presented.

Commissions, costs and expenses of the trust estate administrator or the person to whom such functions are entrusted

A report must be presented on the commissions, costs and expenses paid to the trust estate administrator or the person to whom such functions are entrusted, during the period being reported, as well as the concepts for which they were paid. On the other hand, modifications to the compensation and commission schemes of the trust estate administrator or the person to whom such functions are entrusted must be disclosed.

Likewise, disclose the amount charged by the Trust under the concept of conventional penalties, payments for damages and losses.

Relevant information of the period

In the event that there are relevant changes in previously reported information, relating to the topics mentioned below, in an illustrative but not exhaustive manner, an explanation of the change in question must be included, as well as indicating the document in which the information being modified was last revealed and its date of presentation to the stock exchanges and to investor public:

Factors that may significantly affect the performance of the trust assets, rights or securities, or companies or projects in which the Trust invests directly or indirectly and represent the source of payment of the instruments. Regarding this, the information disclosure requirements described in Annex N, fraction II, subsection C), item 1), subsection c) must be considered.
Terms and conditions of the trust agreement or any other contract relevant to the operation, such as administration or operation, assignment, or co-investment agreements among others.
Modifications to the investment regime and investment guidelines.
Regarding any parallel vehicle that invests in the same projects as the issuer or investor trust with which there is a co-investment agreement, changes in policies or participation criteria to which these will be subject and any minimum and maximum limits on their participation. As well as changes in their payment schemes.
Changes in the policies, procedures and evaluations available to evaluate the characteristics of the investment projects in which it intends to invest. If applicable, describe whether such evaluations allow the administrator, at least:
Analyze the characteristics of the investments.
Know the risks inherent to the investments.
The payment scheme of income or returns generated by the investments, and
Determine that the operation is consistent with the trust's investment policies.
Any relevant non-compliance with what is established in the contracts referred to in the previous paragraph; in this sense, in the event that there is no relevant non-compliance, a mention to this effect must be made.
Pending legal proceedings against the trust estate administrator or the person to whom such functions are entrusted, trustee, investor with whom there are co-investment agreements, as well as any other third party that is relevant to the holders of the securities or proceedings that may be executed by government authorities.
Legal processes that have ended during the period covered by the report, revealing the date of termination and a description of the final result. This is understood in the sense that a legal process only needs to be revealed in the reports corresponding to the period in which it has become relevant and in subsequent reports only if there have been significant changes.
Information on debtors relevant to evaluate their credit risk, when the fulfillment of the trust's obligations depends totally or partially on a single debtor or debtors.
Name of the trust estate administrator or the person to whom such functions are entrusted, trust assets, rights or securities, or companies or projects in which the Trust invests directly or indirectly, as well as investors with whom there are co-investment agreements and their form of organization.
Information about the trust estate administrator or the person to whom such functions are entrusted such as the following: their experience as an administrator and the procedures they use when performing administration functions for the type of trust assets, rights or securities, such as collection systems, distribution of cash flows from assets, subcontracting of services, systems for generating reports, among others; size, composition and growth of all assets, rights or securities that they manage or operate and that are similar to those that make up the trust estate; relevant changes in the last three fiscal years to their policies or procedures applicable to the administration or operation activities that will be carried out for the type of trust assets, rights or securities.

In the event that the trust has a master administrator, the administrative structure, functions and responsibilities of each of the participants in said structure, as well as the name and percentage of the portfolio administered by each of the primary administrators.

Terms and conditions of the obligations of other third parties obligated with the trust or the holders of the securities such as investors with whom there are co-investment agreements, guarantees, guarantors, counterparties in derivative or hedging financial operations, credit support, among others, as well as the manner and/or procedures to make them enforceable.

Additionally, a summary of the relevant events that, in terms of what is provided for in articles 35 Bis and 50, fractions VII to X, and the penultimate paragraph of these provisions, has been transmitted to the stock exchange in question, for dissemination to the investor public, during the fiscal year being reported and up to the date of presentation of this annual report.

Other third parties obligated with the trust or the holders of the securities, if applicable

When there are other third parties obligated with the trust or the holders of the securities such as investors with whom there are co-investment agreements, guarantees, guarantors, counterparties in derivative or hedging financial operations, credit support, among others, and in the placement prospectus of the securities information regarding said third parties had been included, an update of that information regarding each third party in question must be included, to evaluate their credit risk, to the extent considered relevant.

General meetings of holders

If any matter has been submitted to the vote of the holders of the securities during the period covered by the report, through any appropriate means, provide the following information:

The date of the assembly.

ii)

If in said assembly it was decided on the appointment of members of the technical committee, the name of each of these, as well as any ratification carried out.

iii)

A brief description of any matter submitted to vote during the assembly as well as the number of votes for each resolution, for or against.

iv)

A description of the terms of any agreement taken between the settlor and any other participant.

Technical committee

If any matter has been submitted to the vote of the members of the Technical Committee during the period covered by the report, through any appropriate means, provide the following information:

Dates of the Committees.

ii)

If in said committees it was decided on:

iii)

The evaluation of the performance of the administrator or anyone to whom such functions are entrusted

iv)

A brief description of any matter submitted to vote during the Technical Committee sessions as well as the number of votes for each resolution, for or against.

A description of the terms of any agreement taken between the settlor and any other participant.

Transactions with related parties and conflicts of interest

Disclose if there are conflicts of interest between the administrator and investors.

Describe, if applicable, any relevant transaction or credit that have been carried out in the last 2 fiscal years and up to the date of presentation of this report, between the trustee, settlor, the administrator or anyone to whom such functions, rights or trust assets are entrusted, relevant debtors, investors with whom there are co-investment agreements, investors or any other third party that is relevant to the holders of the securities, indicating if they were carried out under market conditions, including the projects or investments to be carried out that could imply some conflict of interest between the administrator and the investors. If applicable, changes in policies and guidelines to avoid the existence of conflicts of interest must be included, which must consider the scope of the relationships between the different participants in the trust and the investors therein.

Disclose modifications to the mechanisms to reveal to the investor relevant information that will NOT be public.

Likewise, any relevant business relationship, agreements or conventions between said persons must be indicated even if they are not directly related to the securities issued by the trust and the structure of the transaction.

Additionally, any other transaction that, in terms of the International Financial Reporting Standards "International Financial Reporting Standards" issued by the International Accounting Standards Board "International Accounting Standards Board", is considered as transactions with related parties must be included.

THE SETTLOR

Information corresponding to this subsection may only be presented for the last two fiscal years and the most recent quarter for which information is available

History and development of the settlor

See Annex N, fraction II, subsection C), item 2), subsection a), with respect to the settlor, considering that information related to changes in products and services offered may be omitted.

Business description

See Annex N, fraction II, subsection C), item 2), subsection b), with respect to the settlor.

Administrators and shareholders

See Annex N, fraction II, subsection C), item 4), subsection c), with respect to the settlor.

Bylaws and other agreements

See Annex N, fraction II, subsection C), item 4), subsection d), with respect to the settlor.

External auditors

See Annex N, fraction II, subsection C), item 4), subsection a), with respect to the settlor. Additionally, mention the external auditor independence requirements referred to in article 83, fraction VII, subsections b), c), f) and h) and fraction X of these provisions.

Transactions with related parties and conflicts of interest

See Annex N, fraction II, subsection C), item 4), subsection b), with respect to the settlor

THE TRUST ESTATE ADMINISTRATOR OR THE PERSON TO WHOM SUCH FUNCTIONS ARE ENTRUSTED

History and development of the trust estate administrator or the person to whom such functions are entrusted

See Annex N, fraction II, subsection C), item 2), subsection a), with respect to the trust estate administrator or the person to whom such functions are entrusted.

Business description

See Annex N, fraction II, subsection C), item 2), subsection b), with respect to the settlor.

Administrators and shareholders

See Annex N, fraction II, subsection C), item 4), subsection c), with respect to the settlor.

FINANCIAL INFORMATION

Selected financial information of the projects in which it invests directly or indirectly, which are not consolidated in the financial information of the trust

Selected financial information in comparative columns for the last 2 fiscal years or those available depending on the time in which the investment or acquisition of shares representing the social capital of companies was made must be presented. This information must be provided for a longer period when considered as relevant information. The purpose of this information is to highlight, through an easy-to-read format, certain trends in the financial situation of the projects with respect to which the trust invests.

On the other hand, those factors that significantly affect the comparability of the data presented in the selected financial information table, such as changes in accounting, relevant changes in the financial situation of the projects with respect to which the trust invests, must be briefly mentioned or, if applicable, indicate the section where they are explained. Likewise, it must be explained or indicate the section where those factors or uncertain events that could make the presented information not indicative of future performance are explained.

If considered relevant for the understanding of the business, selected quarterly financial information corresponding to the last reported period must be provided.

Report on relevant credits

A report on relevant credits, loans or financing or contingencies and their priority in payment, including those credits or debts of a fiscal nature, must be provided. At least those credits that represent 10% or more of the total liabilities of the consolidated financial statements of the issuer in the last fiscal year must be included. Likewise, it must be indicated if the issuer is up to date in the payment of principal and interest of the aforementioned credits.

Regarding the aforementioned credits, loans or relevant financing, a summary must be included on the obligations to do or not to do to which the issuers are subject, if applicable, by virtue of said credits.

Additionally, any additional benefit or agreement, as well as causes of early maturity, that is granted to any credit, loan or financing must be disclosed.

RESPONSIBLE PERSONS

Include the name, position and institution represented by the persons who, in accordance with these provisions, must sign the document, this data must appear at the foot of the legends established for this effect.

ANNEXES

Audited financial statements

Financial statements of the trust, audited by an external auditor, in terms of what is provided for in article 78 of these provisions.

When the fulfillment of obligations related to the securities issued under the trust depends totally or partially on the following legal entities, the financial statements indicated in articles 33, fraction I, subsection a), item 3 and 37, fraction I, subsection a), item 2 of these provisions must be included, with respect to each of them, as the case may be: settlor, trust estate administrator or the person to whom such functions are entrusted, other third parties obligated with the trust or the holders of the securities such as guarantees, guarantors, counterparties in derivative or hedging financial operations, credit support, among others, or any relevant debtor.

Financial information of investments that are not consolidated and that represent 10% or more of the Trust's equity.

Additional information

If applicable, the report or opinion of the external auditor, who has carried out some type of verification or validation on the compliance by the trust estate administrator or the person to whom such functions are entrusted, of policies, restrictions or requirements regarding cash flows from investments, divestments or acquisitions, as well as regarding the reasonableness and reliability of the evolution of trust assets, rights or securities.

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