America Móvil B de C : Exchange offer / Tender offer - América Móvil Announces Offer to Purchase for Cash

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES.

América Móvil Announces Offer to Purchase for Cash

Any and All of the Outstanding Securities Listed Below

Mexico City, September 16, 2022 - América Móvil, S.A.B. de C.V (the "Company" or "we") hereby announces that it has commenced today an offer to purchase for cash upon the terms and subject to the conditions and offer restrictions set forth in the offer to purchase dated September 16, 2022 (the "Offer to Purchase") any and all of the outstanding debt securities set forth in the table below.

		Primary		Outstanding
Title of Security	ISIN	Denominations	Aggregate Principal	Purchase Price
Listing
			Amount
Euro NC10 (Euro		Euro MTF			104.000%
	Market of the
Series B) Capital				(€1,040.00 for each
XS0969341147	Luxembourg	€100,000	€550,000,000
Securities due 2073	€1,000 in principal
	Stock
(the "Notes")				amount)
	Exchange

We refer to the outstanding debt securities listed in the table above as the "Notes." We refer to the offer to purchase the Notes as the "Offer."

This press release does not contain the full terms and conditions of the Offer, which are contained in the Offer to Purchase, and the Offer is subject to the offer restrictions set out below and more fully described in the Offer to Purchase. Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase.

The Offer will commence on September 16, 2022 and will expire at 5:00 p.m. (Central European Summer Time) on September 23, 2022 (the "Expiration Time"), unless extended or earlier terminated by the Company in its sole discretion. Validly tendered Notes may be validly withdrawn at any time at or prior to the Expiration Time, but not thereafter.

The consideration (excluding the applicable Accrued Interest Payment) for each €1,000 in principal amount of Notes which is validly tendered at or prior to the Expiration Time, not validly withdrawn, and which is accepted for purchase by the Company will be equal to the corresponding Purchase Price indicated in the table above. The Company expects to announce whether it will accept valid tenders of Notes pursuant to the Offer and, if so, the aggregate principal amount of Notes validly tendered pursuant to the Offer at or around 10:00 a.m. (Central European Summer Time) on September 26, 2022, unless the Offer is extended or earlier terminated by the Company in its sole discretion.

The settlement date in respect of Notes that are validly tendered at or prior to the Expiration Time and accepted for purchase by the Company is expected to be September 28, 2022 (the "Settlement Date"). The Company expects to pay the consideration from available cash on hand and, depending on participation in the Offer, a credit facility to be entered into prior to the Settlement Date.

Notwithstanding any other provision of the Offer, the consummation of the Offer and the Company's acceptance for

purchase, and payment for, Notes validly tendered (and not validly withdrawn) pursuant to the Offer are subject to the satisfaction of or waiver of the conditions set forth in the Offer to Purchase, including the Financing Condition (as defined in the Offer to Purchase). The Company reserves the right to amend or waive any of the conditions of the Offer, in whole or in part, at any time or from time to time, in its sole discretion, subject to applicable law.

The indenture governing the Notes provides that, in the event that at least 80% of the initial aggregate principal amount of the Notes has been repurchased by the Company or on behalf of the Company, the Company will have the right to redeem all, but not less than all, of the remaining outstanding Notes at any time at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, upon giving not less than 30 and not more than 60 calendar days irrevocable notice of redemption to the trustee and the applicable Noteholders.

No assurance can be given that the threshold referred to above will or will not be met in relation to the Notes purchased pursuant to the Offer. As of the date of this Offer to Purchase, the Company expects that it would exercise its option to redeem the Notes if the threshold referred to above is met. However, there can be no assurance, in the event that such threshold is met in relation to the Notes, as to whether or when the Company will in fact choose to exercise its option to redeem such Notes. Any future decision by the Company to redeem the outstanding Notes will depend on various factors existing at that time.

Barclays Bank PLC (the "Dealer Manager") has been appointed to serve as the dealer manager for the Offer. Morrow Sodali Limited (the "Tender and Information Agent") has been appointed to serve as the tender and information agent for the Offer.

For additional information regarding the terms of the Offer, please contact the Dealer Manager via email: [e-mail], or telephone: [phone]. Requests for information in relation the procedures for tendering Notes should be directed to the Tender and Information Agent via email: [e-mail], or telephone: [phone] (London), [phone] (Stamford), [phone] (Hong Kong).

Brokers, dealers, banks, custodians or nominees through which Noteholders may hold Notes (each, an "intermediary"), Direct Participants and Clearing Systems will have deadlines for receiving instructions prior to the Expiration Time, which will be earlier than the relevant deadlines specified in this press release, and Noteholders should contact the intermediary through which Notes are held as soon as possible to ensure proper and timely delivery of instructions. A "Direct Participant" is each direct account holder with any relevant Clearing System shown in the records of such relevant Clearing System as being a Noteholder.

The Offer to Purchase is expected to be made available to Noteholders today, subject to the offer restrictions described in the Offer to Purchase. This press release must be read in conjunction with the Offer to Purchase. A copy of the Offer to Purchase is available at the offer website (the "Offer Website"): https://projects.morrowsodali.com/americamoviland may be obtained at no charge from the Tender and Information Agent, subject to the offer restrictions described in the Offer to Purchase.

None of the Company, the Dealer Manager or the Tender and Information Agent or any of their respective affiliates makes any recommendation as to whether any holder of Notes should tender or refrain from tendering all or any portion of the principal amount of such Notes.

The Company is making the Offer only in those jurisdictions where it is legal to do so. This press release does not constitute an offer to buy or a solicitation of an offer to sell any Notes in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make the Offer under applicable laws or regulations. The distribution of this press release in certain jurisdictions may be restricted by law. Persons into whose possession this press release comes are required by each of the Company, the Dealer Manager and the Tender and Information Agent to inform themselves about and to observe, any such restrictions.

THE OFFER TO PURCHASE DOES NOT CONSTITUTE AN OFFER OR INVITATION IN MEXICAN TERRITORY. THIS PRESS RELEASE AND ANY INFORMATION ISSUED BY THE COMPANY ON THE TERMS OF THE OFFER IS SOLELY THE RESPONSIBILITY OF THE COMPANY AND HAS NOT BEEN REVIEWED OR AUTHORISED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN NACIONAL BANCARIA Y DE VALORES, THE "CNBV"). THE TERMS AND CONDITIONS OF THE OFFER WILL BE NOTIFIED TO THE CNBV FOR INFORMATION PURPOSES ONLY AND SUCH NOTICE

DOES NOT CONSTITUTE A CERTIFICATION AS TO THE SOLVENCY OF THE COMPANY.

United States

The Offer has not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any "U.S. Person" (as defined in, and in reliance on, Regulation S ("Regulation S") under the Securities Act (each a "U.S. Person")) or in transactions that are not "offshore transactions" (as defined in, and in reliance on, Regulation S under the Securities Act (each an "Offshore Transaction"). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by U.S. Persons. Accordingly, copies of the Offer to Purchase and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States or to any U.S. Persons. Any purported tender of Notes in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States or by a U.S. Person, by any person acting for or on the account or benefit of any person located in the United States or U.S. Person, or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or for a U.S. Person will be invalid and will not be accepted.

Each holder of Notes participating in the Offer will represent that either it is not a U.S. Person and is not located in the United States and is not participating in the Offer from the United States, or it is acting on a non-discretionary basis for a principal that is located outside the United States and is not a U.S. Person and is participating and giving instructions to participate in the Offer in Offshore Transactions from outside the United States. For the purposes of this and the above paragraph, United States means the United States of America, its territories and possessions, (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

United Kingdom

Neither the communication of the Offer to Purchase nor any other offer material relating to the Offer is being made or directed at, and the Offer to Purchase has not been approved, by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000. Accordingly, the Offer to Purchase and/or such other offer material is not being distributed to or directed at, and must not be passed on to, the general public in the United Kingdom. Rather, the communication of the Offer to Purchase as a financial promotion is being distributed and made only to, and is directed only at: (a) persons outside the United Kingdom; (b) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (c) those persons who are existing members or creditors of the Company or other persons within Article 43(2) of the Order; (d) high-net-worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order; or (e) any person to whom it may otherwise lawfully be made in accordance with the Order (all such persons together being "relevant persons"). The Offer to Purchase and/or any other offer material is only available to relevant persons and the transactions contemplated therein will be available only to, or engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this press release or any of its contents.

Belgium

Neither the Offer to Purchase nor any other documents or materials relating to the Offer have been, or will be, submitted to or notified to, or approved by, the Belgian Financial Services and Markets Authority (Autorité des services et marchés financiers/Autoriteit voor Financiële Diensten en Markten) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on takeover bids (loi relative aux offres publiques d'acquisition/wet op de openbare overnamebiedingen), as amended or replaced from time to time.

Accordingly, the Offer may not be, and are not being advertised, and the Offer to Purchase, as well as any brochure, or any other material or document relating thereto (including any memorandum, information circular, brochure or any similar document) may not, have not and will not be distributed, directly or indirectly, to any person located and/or

resident within Belgium, other than those who qualify as qualified investors (investisseurs qualifiés/qekwalificeerde beleggers), within the meaning of Article 2, e), of Regulation (EU) 2017/1129 of the Prospectus Regulation acting on their own account. Accordingly, the information contained in the Offer to Purchase or in any brochure or any other document or material relating thereto may not be used for any other purpose, including for any offering in Belgium, except as may otherwise be permitted by law, and shall not be disclosed or distributed to any other person in Belgium.

France

The Offer to Purchase and any other documents or materials relating to the Offer are only addressed to and are only directed at qualified investors within the meaning of the Prospectus Regulation in France. Each person in France who receives any communication in respect of the Offer contemplated in the Offer to Purchase and any other documents or materials relating to the Offer will be deemed to have represented, warranted and agreed to and with the Dealer Manager and the Company that it is a qualified investor within the meaning of Article 2(e) of the Prospectus Regulation. The Offer to Purchase has not been and will not be submitted for clearance to the Autorité des marchés financiers.

Italy

None of the Offer, the Offer to Purchase or any other document or materials relating to the Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offer is being carried out in Italy as an exempted offer pursuant to Article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and Article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Accordingly, Noteholders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase pursuant to the Offer through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes and/or the Offer.

This press release may contain certain forward-looking statements that reflect the current views and/or expectations of the Company and its management with respect to its performance, business and future events. We use words such as "believe," "anticipate," "plan," "expect," "intend," "target," "estimate," "project," "predict," "forecast," "guideline," "should" and other similar expressions to identify forward-looking statements, but they are not the only way we identify such statements. Such statements are subject to a number of risks, uncertainties and assumptions. We caution you that a number of important factors could cause actual results to differ materially from any plans, objectives, expectations, estimates and intentions expressed in this press release. The Company is under no obligation and expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.