COCA-COLA FEMSA, S.A.B. DE C.V.
SUMMARY OF THE RESOLUTIONS ADOPTED BY THE ANNUAL GENERAL
ORDINARY SHAREHOLDERS' MEETING
(the "Meeting")
MARCH 28, 2022
ATTENDANCE QUORUM 96.92%
The following resolutions were taken by the Meeting, per the agenda:
First: The following reports and opinion were approved by the Meeting:
(i) report of the Chief Executive Officer, which included the individual and consolidated financial statements of the Company for the 2021 fiscal year. The financial statements of the Company are available at the Company's website in the following linkhttps://coca-colafemsa.com/en/investor-relations/information-for-shareholders/shareholders-meeting/;
(ii) the opinion of the Board of Directors regarding the content of the report of the Chief Executive Officer;
(iii) the reports of the Board of Directors regarding the main policies and accounting and information criteria applied during the preparation of the Company's financial information and their operations and activities;
(iv) the reports of the Audit Committee and the Corporate Practices Committee;
In addition, the Meeting approved the Board of Directors and its Committees' performance and ratified all their actions carried out up to December 31st, 2021.
Second: The application of the results for the 2021 fiscal year of the Company was approved by the Meeting as follows:
The net profit for the 2021 fiscal year attributable equity holders of the Company, equal to $15,707'925,366.34 Mexican Pesos, shall remain in the account of retained earnings available for distribution.
The meeting approved the payment of a cash dividend in Mexican Pesos, consisting of $0. 67875 Mexican Pesos, for each share outstanding at the date of payment, to be paid in two equal installments of $0.339375 Mexican Pesos each. The first installment will be payable as of May 3, 2022 against delivery of coupon 1 and the second installment will be payable as of November 3, 2022 against delivery of coupon 2. This results in a dividend per each UBL unit (3 Series B shares and 5 Series L shares) in an amount of $5.43 (Five Mexican Pesos 43/100).
The dividend derives from the balance of the net tax profit account of the Company existing as of December 31, 2013, therefore, is not subject to any withholding of incometax. Once that balance is expended, the dividend will derive from of the net tax profit account of the Company existing as of the 2014 tax year, which will be subject to Income Tax retention pursuant to articles 140 and 164 of the Mexican Income Tax Law (Ley del Impuesto Sobre la Renta) and Treaties to avoid the Double Taxation in force at the time of payment.
Third: The meeting approved that the maximum amount of funds that may be used for the repurchase of Company's stock for the current year, and until the next Annual General Ordinary Shareholders' Meeting is held, continues to be $5,000'000,000.00 Mexican Pesos, amount which does not exceed the total balance of the net retained earnings of the Company, including retained earnings.
Fourth: The meeting approved the appointment of the following proprietary and alternate members of the Board of Directors which were individually voted by the shareholders from the respective series, as follows:
BOARD OF DIRECTORS
Series "A" Directors
Proprietary Directors | |
José Antonio Fernández Carbajal | Javier Gerardo Astaburuaga Sanjines |
Daniel Alberto Rodríguez Cofré | Francisco Camacho Beltrán |
Federico José Reyes García | Eugenio Garza y Garza |
Ricardo Guajardo Touché | --- |
Enrique F. Senior Hernández | --- |
Daniel Javier Servitje Montull | --- |
José Luis Cutrale | José Henrique Cutrale |
Alfonso González Migoya | --- |
Francisco Zambrano Rodríguez | --- |
Alternate Directors
Series "D" Directors | |
Proprietary Directors | Alternate Directors |
John Murphy | Stacy Lynn Apter |
José Octavio Reyes Lagunes | T. Robin Rodgers Moore |
Nikos Koumettis | --- |
James L. Dinkins | Marie D. Quintero-Johnson |
Series "L" Directors | |
Proprietary Directors | Alternate Directors |
Víctor Alberto Tiburcio Celorio | --- |
Luis Rubio Freidberg | Jaime A. El Koury |
Luis Alfonso Nicolau Gutiérrez | --- |
Fifth: The meeting approved the compensation of the members of the Board of Directors, qualified their independence, and the election of the Chairman and and proprietary and alternate Secretaries, as follows:
The meeting approved for the compensation to be paid to the members of the Board of Directors for attending to each meeting of the Board of Directors, as follows: (i) the amount of US$ 13,000.00 (thirteen thousand dollars 00/100 currency of the United States of America) for the members of the Board of Directors with foreign nationality and residence, and (ii) the amount of US$ 9,000.00 (nine thousand dollars 00/100 currency of the United States of America) for all other members of the Board of Directors. These amounts will be paid in Mexican Pesos at the exchange rate published by Banco de Mexico in the Diario Oficial de la Federación for the payment of debts denominated in foreign currency payable in Mexico, on the date on which the payment is made.
Taking into consideration the information and documentation submitted by the following persons to the company, the meeting qualified Ricardo Guajardo Touché, Enrique F. Senior Hernández, Daniel Javier Servitje Montull, Alfonso González Migoya, Francisco Zambrano Rodríguez, Víctor Alberto Tiburcio Celorio, Luis Rubio Freidberg, Jaime A. El Koury and Luis Alfonso Nicolau Gutiérrez, as independent directors.
The Series "A" shareholders approved the appointment of Mr. José Antonio Fernández Carbajal as chairman of the Board of Directors, Mr. Alejandro Gil Ortiz as Secretary of the Board of Directors (non-member) and Mr. Carlos Luis Díaz Sáenz, as Alternate Secretary of the Board of Directors (non-member).
Sixth: The Meeting appointed the following persons to serve on the Company's Audit, Planning and Finance and Corporate Practices Committees, including the Chairman of each of these Committees and approved their compensation as follows:
Audit Committee
Víctor Alberto Tiburcio Celorio as Chairman and Financial Expert Charles H. McTier
Francisco Zambrano Rodríguez Alfonso González Migoya
Mr. Gerardo Estrada Attolini was appointed as Technical Secretary (Non-Member) of the Audit Committee.
Planning and Finance Committee Ricardo Guajardo Touché as Chairman John Murphy
Federico Reyes García Enrique F. Senior Hernández Eugenio Garza y Garza
Mr. Constantino Spas Montesinos was appointed as Technical Secretary (Non-Member) of the Planning and Finance Committee.
Corporate Practices Committee
Daniel Javier Servitje Montull as Chairman Jaime A. El Koury
Luis Rubio Freidberg
Luis Alfonso Nicolau Gutiérrez
Ms. Karina Awad Pérez was appointed as Technical Secretary (Non-Member) of the Corporate Practices Committee.
Messrs. Daniel Alberto Rodríguez Cofré and Jose Octavio Reyes Lagunes, were appointed as permanent invitees non-members of this Committee.
The meeting approved for the compensation to be paid to the members of the Committees for attending to each of the Committees' meetings, as follows: an amount of US$ 5,000.00 (five thousand dollars 00/100 currency of the United States of America) for each director member of the Committees and an amount of US$ 6,500.00 (six thousand five hundred dollars 00/100 currency of the United States of America) for the Chairman of the Audit Committee. These amounts will be paid in Mexican Pesos at the exchange rate published by Banco de Mexico in the Diario Oficial de la Federación for the payment of debts denominated in foreign currency payable in Mexico, on the date on which the payment is made.
Seventh: The meeting appointed delegates to formalize the agreements adopted by the Meeting.
Eighth: The minutes of the Meeting were approved.
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Coca-Cola FEMSA SAB de CV published this content on 28 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2022 21:25:56 UTC.