EXHIBIT 1.1
TRANSLATION
(Seals: UNITED MEXICAN STATES -
HECTOR TREJO ARIAS - NOTARY
PUBLIC 234 OF THE FEDERAL
DISTRICT, MEXICO, D.F.)
INSTRUMENT SIXTY SEVEN THOUSAND NINETY
BOOK ONE THOUSAND THREE HUNDRED THIRTY THREE
FOLIO SIXTY THREE THOUSAND SEVEN HUNDRED FORTY ONE
FEDERAL DISTRICT, April twenty six, two thousand two.
I, HECTOR TREJO ARIAS, head of notary public office two
hundred thirty four of the Federal District, fully identified in this case,
acting as an alternate in the protocol of notary office one hundred forty of the
Federal District, the head of which is attorney JORGE ALFREDO DOMINGUEZ
MARTINEZ, under a substitution agreement executed between both of said persons,
hereby record that attorney JOSE ANTONIO SICARD PLIEGO appeared before me and
stated that he is the attorney in fact of "EMPRESAS ICA SOCIEDAD CONTROLADORA"
SOCIEDAD ANONIMA DE CAPITAL VARIABLE, and further declared that for the purpose
of comprising all the bylaws of said company in a single instrument he exhibited
to me the following documents:
ONE.- A certified copy of deed number ninety seven thousand
seven hundred fifty one, dated June one, nineteen seventy nine, executed before
notary thirty eight of the Federal District and before the then head of said
notary office, attorney Jesus Castro Figueroa, registered in mercantile folio
number eight thousand seven hundred twenty three of the Public Registry of
Commerce of this entity, by which the company called "EMPRESAS ICA SOCIEDAD
CONTROLADORA", SOCIEDAD ANONIMA DE CAPITAL VARIABLE was incorporated.
TWO.- A certified copy of deed ninety eight thousand five
hundred forty four, dated July twenty, nineteen seventy nine in the protocol of
notary thirty eight of the Federal District, before attorney Jesus Castro
Figueroa, the head of said notary office at that time and registered in
Mercantile Folio number eight thousand seven hundred twenty three of the Public
Registry of Commerce of the Federal District, instrument by which "EMPRESAS ICA
SOCIEDAD CONTROLADORA", SOCIEDAD ANONIMA DE CAPITAL VARIABLE, through the
notarization of the general extraordinary shareholders' meeting held June
eleven,
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nineteen seventy nine, formalized the amendment of clauses sixth and twenty
third of its bylaws.
THREE.- A certified copy of deed one hundred one thousand
eight hundred forty eight, dated March twenty seven, nineteen eighty, in the
protocol of notary thirty eight for the Federal District, before attorney Jesus
Castro Figueroa, then head of said notary office, and registered in mercantile
folio number eight thousand seven hundred twenty three of the Public Registry of
Commerce of said entity, instrument by which "EMPRESAS ICA SOCIEDAD
CONTROLADORA", SOCIEDAD ANONIMA DE CAPITAL VARIABLE, formalized the amendments
of clauses sixth and thirteenth of its bylaws through the notarization of the
minutes of the general extraordinary shareholders' meeting held January three,
nineteen eighty.
FOUR.- Certified copy of deed twenty thousand four hundred
seventy eight, dated September seven, nineteen eighty three of this protocol,
executed before the head of the notary office, attorney Jorge Alfredo Dominguez
Martinez and registered in mercantile folio number eight thousand seven hundred
twenty three of the Public Registry of Commerce of this entity, instrument by
which "EMPRESAS ICA SOCIEDAD CONTROLADORA", SOCIEDAD ANONIMA DE CAPITAL VARIABLE
formalized the amendment of clauses fifth and twenty eighth of its bylaws
through the notarization of the minutes of the general extraordinary
shareholders' meeting held May twenty one, nineteen eighty three.
FIVE.- Certified copy of deed thirty six thousand, three
hundred eighty one dated April twenty seven, nineteen eighty nine of this
protocol, executed before the head of this notary office attorney Jorge Alfredo
Dominguez Martinez, and registered under mercantile folio number eight thousand
seven hundred twenty three of the Public Registry of Commerce in this city,
instrument by which "EMPRESAS ICA SOCIEDAD CONTROLADORA", SOCIEDAD ANONIMA DE
CAPITAL VARIABLE formalized the amendment of clauses fifty and twenty eighth of
its bylaws through the notarization of the minutes of the
(Seals: UNITED MEXICAN STATES -
HECTOR TREJO ARIAS - NOTARY
PUBLIC 234 OF THE FEDERAL
DISTRICT, MEXICO, D.F.)
3
general extraordinary shareholders' meeting held June twenty four, nineteen
eighty eight.
SIX.- Certified copy of deed thirty nine thousand five hundred
fifteen, dated August ten, nineteen ninety in this protocol, executed before the
head of this notary office attorney Jorge Alfredo Dominguez Martinez and
registered in mercantile folio number eight thousand seven hundred twenty three
of the Public Registry of Commerce in this entity, instrument by which "EMPRESAS
ICA SOCIEDAD CONTROLADORA", SOCIEDAD ANONIMA DE CAPITAL VARIABLE formalized the
amendment of clauses fifth, twenty third and twenty eighth of its bylaws through
the notarization of the minutes of the general extraordinary shareholders'
meeting held February six, nineteen ninety. SEVEN.- Certified copy of deed forty
five thousand forty nine, dated April twenty four, nineteen ninety two in this
protocol, executed before the head of this notary office, attorney Jorge Alfredo
Dominguez Martinez and registered in mercantile folio number eight thousand
seven hundred twenty three of the Public Registry of Commerce of this entity,
instrument by which "EMPRESAS ICA SOCIEDAD CONTROLADORA", SOCIEDAD ANONIMA DE
CAPITAL VARIABLE, formalized the amendment of various clauses of its bylaws.
EIGHT.- Certified copy of deed fifty thousand forty one dated
January ten, nineteen ninety four of this protocol, before the head of this
notary office, attorney Jorge Alfredo Dominguez Martinez and registered under
mercantile folio eight thousand seven hundred twenty three of the Public
Registry of Commerce of this city, instrument by which "EMPRESAS ICA SOCIEDAD
CONTROLADORA", SOCIEDAD ANONIMA DE CAPITAL VARIABLE, by the notarization of the
minutes of the general extraordinary shareholders' meeting held December three,
nineteen ninety three, formalized the amendment of clauses sixth and tenth of
its bylaws.
NINE.- Certified copy of deed fifty thousand five hundred nine
dated March two, nineteen ninety four, of this protocol, executed before the
head of this notary office, attorney Jorge Alfredo Dominguez Martinez,
registered under mercantile folio number eight thousand seven hundred twenty
three of the Public
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Registry of Commerce of this city, instrument by which "EMPRESAS ICA SOCIEDAD
CONTROLADORA", SOCIEDAD ANONIMA DE CAPITAL VARIABLE, formalized the amendment of
clauses sixth (first paragraph) and twenty ninth (second paragraph) of its
bylaws, and added clause tenth bis to said bylaws through the notarization of
the minutes of the General Extraordinary Shareholders Meeting held February
twenty eight, nineteen ninety four.
TEN.- Certified copy of deed fifty seven thousand one hundred
sixty seven dated April twenty five, nineteen ninety seven of this protocol,
executed before the head of this notary office, attorney Jorge Alfredo Dominguez
Martinez and registered in mercantile folio number eight thousand seven hundred
twenty three of the Public Registry of Commerce of this city, instrument by
which "EMPRESAS ICA SOCIEDAD CONTROLADORA", SOCIEDAD ANONIMA DE CAPITAL VARIABLE
formalized the amendment of the first paragraph of clause sixth of the bylaws of
said company through the notarization of the minutes of the general
extraordinary shareholders' meeting held April twenty one, nineteen ninety
seven.
ELEVEN.- Certified copy of deed sixty thousand eleven dated
October sixth, nineteen ninety eight in this protocol, executed before the head
of this notary office, attorney Jorge Alfredo Dominguez Martinez and registered
in mercantile folio number eight thousand seven hundred thirty three of the
Public Registry of Commerce of this city, instrument by which "EMPRESAS ICA
SOCIEDAD CONTROLADORA", SOCIEDAD ANONIMA DE CAPITAL VARIABLE formalized the
amendment of the first paragraph of clause sixth of the bylaws of said company
through the notarization of the minutes of the general extraordinary and regular
shareholders' meeting held September seventeen, nineteen ninety eight.
TWELVE.- Certified copy of deed sixty seven thousand eighty
nine dated April twenty six, two thousand two, executed in this protocol before
me, pending registration in the Public Registry of Commerce of this city because
of the recent date of its grant, instrument by which "EMPRESAS ICA SOCIEDAD
CONTROLADORA", SOCIEDAD ANONIMA DE CAPITAL VARIABLE, by the partial notarization
of the minutes of the general extraordinary and regular
(Seals: UNITED MEXICAN STATES -
HECTOR TREJO ARIAS - NOTARY
PUBLIC 234 OF THE FEDERAL
DISTRICT, MEXICO, D.F.)
5
shareholders meeting held April nineteen, two thousand two formalized the
amendment of clauses tenth, twelfth, thirteenth, seventeenth, eighteenth, twenty
ninth, thirtieth and thirty second of its bylaws.
I THE NOTARY, with the documents exhibited by the person
herein appearing, attest that the current bylaws of "EMPRESAS ICA SOCIEDAD
CONTROLADORA", SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE read as
follows:
CLAUSES
TITLE FIRST
NAME, PURPOSE, DOMICILE AND DURATION
FIRST.- The name of the company is EMPRESAS ICA SOCIEDAD
CONTROLADORA and this name will always be followed by the words SOCIEDAD ANONIMA
DE CAPITAL VARIABLE or the abbreviation "S.A. DE C.V."
PURPOSE
SECOND.- The purpose of the company is as follows:
1.- Primarily, to promote, create and develop construction
companies, as well as industrial, tourist and commercial companies.
2.- To purchase, dispose of or carry out other legal acts
involving shares, certificates of participation, bonds, debentures, equity
interest and all kinds of credit instruments issued by Mexican and foreign
companies.
3.- To act as an agent, representative or commission broker of
natural persons or corporate entities, whether Mexican or foreign.
4.- To engage in all types of commercial or industrial
activities allowed by law.
5.- To lend money or borrow money, the direct or indirect
purpose of which is to promote the activities referred to in the above purposes.
6.- To grant endorsements or guarantee obligations of natural
persons or corporate entities with which it has commercial relations or
relations of a mutual nature or in those in which it has a capital stock
participation, and acquire joint and several obligations with them.
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7.- To acquire the personal and real properties necessary for
its establishment and purchase and sell such others as required to accomplish
its purpose.
8.- To execute, grant and execute all acts, of any legal
nature deemed necessary or appropriate to accomplish the above purposes,
including the association with other natural persons or corporate entities.
THIRD.- The domicile of the company will be Mexico City,
Federal District but it may establish agencies or branches in or out of the
Republic, without such circumstance being understood as a change of domicile
FOURTH.- The duration of the Company is ninety nine years,
starting from January 1, nineteen ninety two.
FIFTH.- No foreign person, whether a natural person or a
corporate entity, or Mexican company that does not have the foreigners'
exclusion clause in its bylaws may have any direct or indirect participation or
may own company shares. The Company will never acknowledge rights of
shareholders to the above mentioned investors and companies. If for any reason
any of said persons, investors or companies acquire an equity interest or become
the owner of one or more company shares, thereby contravening the above
mentioned provision, it is agreed as of this time that said participation will
be null and void and consequently cancelled and the equity interest in question
will have no value nor will the certificates that represent it, and the capital
stock will be reduced by an amount equal to the value of the cancelled
participation.
TITLE SECOND
SIXTH.- The capital stock is variable. The minimum fixed
capital not subject to withdrawal is $480,713,069.11 represented by 434,971,287
registered common no-par shares, fully subscribed for and paid in.
The variable portion of the capital stock may not be higher
than ten times the amount of the minimum fixed portion without the right of
withdrawal and will be represented by registered no-par shares.
There will be only one class of shares, which will grant equal
rights and obligations to their holders.
(Seals: UNITED MEXICAN STATES -
HECTOR TREJO ARIAS - NOTARY
PUBLIC 234 OF THE FEDERAL
DISTRICT, MEXICO, D.F.)
7
Each share issue for an increase of the capital stock or for
any other reason will constitute a series which will be designated with a
consecutive number followed by the year, unless the shareholders' meeting
resolves otherwise.
Companies in which this company is the majority stockholder or
holds a majority equity interest may never invest, directly or indirectly in
shares of this Company or of any other company which is a majority shareholder
of this Company, or which without being so, said companies know that it is a
shareholder of this company, except in the case that said companies acquire
shares of this Company to comply with sales options or plans granted or designed
or that may be granted or designed in favor of the employees of said company.
SEVENTH.- The capital stock may be increased by a resolution
of a general regular or extraordinary shareholders' meeting, as the case may be,
in accordance with the rules contained in this Clause. Increases of the fixed
minimum portion of the capital stock may only be decreed and the limit of the
variable portion may only be modified by a resolution of the Extraordinary
Shareholders' Meeting and the resulting amendment of these bylaws. The Company
may increase its capital and issue unsubscribed shares for placement among the
general public, pursuant to the provisions of Article 81 of the Securities
Market Law.
Within the limits stipulated in Clause Sixth of these bylaws,
increases of the variable portion of the capital stock may be effected by a
resolution of the General Regular Shareholders' Meeting and the respective
minutes must be notarized, without the need of amending the bylaws or of
registering the respective deed in the public registry of commerce. No increase
may be decreed before all shares previously issued have been fully paid in. When
adopting the respective resolutions, the Shareholders' Meeting that resolves
upon the increase or any subsequent Shareholders' Meeting will determine the
term and rules in accordance with which said increase is to be carried out.
Shares issued in virtue of an increase of the variable portion
of the capital stock and which by a resolution of the Meeting that resolved upon
their issue must be deposited in the Company Treasury to be surrendered as they
are
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subscribed, may be offered for subscription and payment by the Board of
Directors according to the powers granted to the Board by the Shareholders'
Meeting, in every case giving Company shareholders the preference referred to in
this article. Capital stock increases may be effected by a capitalization of
reserve of profits pending application or surpluses or by payment in cash or in
kind. In increases by capitalization of reserves, profits pending application or
surpluses, all holders of shares that are subscribed, paid and outstanding at
the time of said increase will be entitled to the proportional part
corresponding to them of the new shares issued as a result of the
capitalization.
In increases by payment in cash or in kind, shareholders of
shares that are subscribed, paid in and outstanding at the time the increase is
determined will have a preference to subscribe the new shares issued or placed
in circulation throughout a period of fifteen days starting from the date of
publication of the respective notice in the official newspaper of its domicile
and in one of the most widely distributed newspapers at the corporate domicile
or calculated as of the date the Meeting is held, if all the shares into which
the capital stock is divided are represented at the meeting.
If after the expiration of the term during which shareholders
were entitled to exercise the preferential right granted to them by this Clause,
there remained unsubscribed shares, they are to be offered for subscription and
payment under the conditions and terms determined by the meeting that resolved
upon the capital stock increase or in the terms determined by the Board of
Directors, in such case, at a price that may not be lower than the price at
which they were offered to the Company shareholders for subscription and
payment.
Every capital stock increase must be registered in the
registry book to be kept by the Company for said purpose.
EIGHTH.- Reductions of the fixed portion of the capital stock
will be made by resolution of the Extraordinary Shareholders' Meeting and the
resulting amendment of the bylaws, complying in such case, with the provisions
of article ninth of the General Law of Commercial Companies. Except in the case
where a reduction of the capital stock results from the exercise of the
withdrawal right
(Seals: UNITED MEXICAN STATES -
HECTOR TREJO ARIAS - NOTARY
PUBLIC 234 OF THE FEDERAL
DISTRICT, MEXICO, D.F.)
9
referred to in Clause Ninth of these bylaws, the reductions of the variable
portion of the capital stock may be resolved by a Regular Shareholders' Meeting,
the only formality required being that the respective minutes be notarized,
without the need of registering the respective deed in the Public Registry of
Commerce.
The capital stock may be reduced to absorb losses, reimburse
shareholders or discharge them from payments not made, and for cases where
shareholders exercise the withdrawal right referred to in Clause Ninth of these
Bylaws. Capital stock reductions to absorb losses will be effected without the
need of extinguishing shares, in virtue of the fact that they are no-par shares.
NINTH.- The reduction of the variable portion of the capital
stock may be effected by a partial or complete withdrawal of shareholders'
contributions, following a bona fide notice given to the Company, of their
intention to withdraw, which will be effective at the end of fiscal period in
question, if notice is received prior to the last quarter of the fiscal period,
and at the end of the following period, if received at a later time. However,
shareholders may not exercise their right of withdrawal if as a result of said
withdrawal the fixed portion of the capital stock not subject to withdrawal is
affected.
If the company receives requests for withdrawal that results
in reducing the capital stock to less than the minimum, the Company will be
required to satisfy only those requests that will not produce said result,
giving preference to the first received, in terms of time.
If the Company simultaneously receives various requests for
withdrawal, the effect of which is to reduce the capital stock to less than the
minimum, the Company will reimburse only those shares whose reimbursement does
not cause a reduction of the capital stock to less than a minimum and said
reimbursement will be effected in respect to each requesting shareholder,
proportionately to the number of shares, the reimbursement of which was
requested simultaneously.
The procedure for exercising the right of withdrawal, in
addition to complying with the provisions of Articles 220 and 221 of the General
Law of Commercial Companies, will be subject to the condition that the
respective
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reimbursement will be paid in accordance with the lower of the following two
values: 95% of the quotation value on the Stock Exchange, obtained from the
average number of transactions effected throughout the thirty days in which the
Company shares were quoted prior to the date on which the withdrawal is to be
effected, or the book value of shares according to the financial position
corresponding to the close of the period in which the withdrawal is to be
effected, previously approved by the General Regular Shareholders Meeting.
Payment of the reimbursement will be enforceable against the
Company as of the date following the holding of the General Regular Shareholders
Meeting that approved the financial situation statements for the period in which
the withdrawal is to be effected.
All reductions of the capital stock will be registered in a
specific book to be maintained by the Company for these cases.
TENTH.- The company may acquire shares of its own capital
stock pursuant to article fourteen Bis 3 through the Securities Exchange, at the
current market price, and the prohibition established in the first paragraph of
article one hundred thirty four of the General Corporation Law will not apply,
provided that the purchase is made against the stockholders equity so long as
said shares pertain to the company or, in such case, to the capital stock in the
event that it is resolved to convert them into treasury shares in which case a
resolution of the Shareholders Meeting will not be required.
The General Regular Shareholders Meeting must expressly
resolve, for each fiscal period, the maximum amount of funds that may be
appropriated to purchase its own shares, the only limitation being that the
total amount of funds that may be appropriated to said purpose may never be
higher than the total balance of net profits of the company, including withheld
profits. On the other hand, the Board of Directors will designate for such
purpose the one or more persons responsible for acquiring and placing the shares
of the Company.
So long as shares pertain to the Company, they may not be
represented at Shareholders Meetings at any time.
(Seals: UNITED MEXICAN STATES -
HECTOR TREJO ARIAS - NOTARY
PUBLIC 234 OF THE FEDERAL
DISTRICT, MEXICO, D.F.)
11
Company shares that pertain to the company or in such case,
treasury shares, without detriment to the provisions of the General Corporation
Law, may be placed among the public investors, and for this latter case, the
increase of the capital stock will not require a resolution of a Shareholders
Meeting or a resolution of the Board of Directors for their placement.
Purchase and placement transactions may never give rise to a
case in which they exceed twenty five percent of the capital stock, in the case
of shares other than ordinary shares, or that results in a failure to comply
with the requirement to maintain the registration on the list of securities of
the Exchange in which they are quoted.
The purchase and placement of shares contemplated in this
clause, the reports on them which are to be presented to the General Regular
Shareholders Meeting, the rules for reflecting them in the financial information
as well as the form and terms in which these transactions are announced to the
National Banking and Securities Commission, to the respective Stock Exchange and
to the public investor will be subject to the general provisions issued by cited
Commission.
TENTH BIS.- In the event of a cancellation of registration of
the Company shares in the Securities Section of the National Registry of
Securities and Brokers, whether at the request of the Company or by resolution
of the National Securities Commission in the terms of the Law, shareholders who
have control of the Company will be required to make a public purchase offer
prior to their cancellation. Shareholders who hold control of the Company will
be required to make a public offer for purchase at the price which is the higher
of the average of the closing price for transactions effected during the last
thirty days during which the shares were quoted, or the accounting value of the
shares, according to the last quarterly report presented to the National
Securities Commission and to the Mexican Securities Exchange prior to the offer.
Notwithstanding the foregoing, shareholders who have control of the Company will
not be required to make a public offer if it is evidenced that cancellation of
the registration was resolved by all the shareholders.
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This clause may only be modified by a resolution of the
Extraordinary Shareholders' Meeting with a minimum voting quorum of 95% of the
capital stock and the prior approval of the National Securities Commission.
ELEVENTH.- Shares will be represented by certificates which
must satisfy the requirements of article 125 of the General Corporation Law;
they may cover one or more shares and will be consecutively numbered and signed
by two members of the Board with their handwritten or facsimile signature.
In the event of a loss, destruction or theft of one or more
share certificates, the owner may request the issue of new certificates, subject
to the provisions of the General Law of Credit Instruments and Transactions.
Expenses involved in the issue of the new certificates will be on the account of
the interested party.
The Company will maintain a share registry in the terms of
Article 128 of the General Corporation Law. The Company will consider as the
legitimate holder of the shares the person who is registered as such in said
Registry. At the request of any interested party, following the necessary proof,
the Company will register in said book the share transfers and conversions
effected. The Registry Book will remain closed from the third day prior to the
holding of each Shareholders Meeting until the day following said holding,
during which no registration will be made in said Book.
TITLE THIRD
COMPANY MANAGEMENT AND VIGILANCE
TWELFTH.- Company management will be vested in the Board of
Directors formed by at least five and a maximum of twenty members of the Board
of whom at least twenty five percent must be independent. For each standing
member, an alternate will be designated; his designation will be made at the
suggestion of the standing director previously established for his substitution,
forming a staff for the purpose of obtaining an effective participation. The
alternate member of the independent director will have the same status.
Substitutions will be made in the event of a resignation or
temporary absence of the standing members. The alternate will continue in office
until the
(Seals: UNITED MEXICAN STATES -
HECTOR TREJO ARIAS - NOTARY
PUBLIC 234 OF THE FEDERAL
DISTRICT, MEXICO, D.F.)
13
cause that gave rise to the absence of the standing member disappears or until
the Meeting makes a new designation.
The Board of Directors must be formed by equity directors;
equity directors are defined as those who have a share participation in the
company and who render services to the company, and by independent directors
who, because of their experience, capacity and professional prestige, have been
invited to participate as members of the Board of Directors.
The Board of Directors will designate from among its members
the person who is to act as the Chairman of the Board and in the event of the
latter's temporary absence, the General Attorney of the Company will preside and
in the absence of both, the independent director with the greatest seniority and
who is an attorney-at-law will preside.
In the event of a permanent absence of the Chairman, the Board
of Directors will be called. The meeting will be presided over by the General
Attorney in order to designate the new Chairman among the directors already
designated. The General Attorney may not be designated as a candidate in the
election process for the new Chairman.
The Secretary of the Board of Directors will be named by the
Board. The designation will be made independently of the positions or status
held by the person designated within or outside the company.
In addition to the Chairman of the Board, there may be a
President and one or more vice-presidents of the Company who will be named by
the Board of Directors. The President and the one or more Vice-presidents must
be Mexican and may be shareholders, members of the Board or persons unrelated to
the Company; they will represent the Company and will have the powers granted to
them at the time they are designated.
One or more Directors, Managers and Assistant Managers may
also exist; they will be designated by the Board of Directors and will have the
powers granted to them at the time of their designation.
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The persons who hold these positions may be shareholders,
members of the Board, members of other administrative bodies or persons
unrelated to the Company.
The Chairman of the Board will have the powers and the
responsibilities attributed to him by the laws and these bylaws and particularly
powers to comply and see to compliance with the laws, these Bylaws and the
resolutions of the Shareholders Meeting and of the Board of Directors. The
Chairman will have the tie-breaking vote.
THIRTEENTH.- The General Regular Shareholders Meeting will
have the power to designate the number of standing members of the Board of
Directors as it deems appropriate so that they may constitute the Executive
Committee as temporary and revocable agents. The General Regular Shareholders
Meeting may designate, in addition, other standing or alternate members of the
Board of Directors so that, with the same status of temporary and revocable
agents, they may act as alternate members of the Executive Committee and
substitute for standing members during temporary or definitive absences of the
former; the General Regular Shareholders Meeting will determine how said
alternate members are to fulfill their duties.
The Executive Committee of the Company, as a collegiate body,
will act and adopt its resolutions by the majority vote of its members and will
have the powers and rights referred to in paragraphs a) to g) inclusive of
Clause Seventeenth of these bylaws.
The Executive Committee will inform the Board of Directors of
the resolutions adopted when exercising the powers conferred upon it by this
clause, at least annually or when in the judgment of the Committee, facts or
acts that are significant for the Company occur.
The Executive Committee will have the power to designate from
among its members, the persons who will act as the Chairman and Secretary of the
Company, as well as the power to determine the dates for their meetings, with
the understanding that the Chairman of the Executive Committee must be a
standing member of the Board of Directors and the Secretary of the Executive
Committee
(Seals: UNITED MEXICAN STATES -
HECTOR TREJO ARIAS - NOTARY
PUBLIC 234 OF THE FEDERAL
DISTRICT, MEXICO, D.F.)
15
may either be a standing member or an alternate member or the Secretary or
Pro-secretary of the Board of Directors. The Chairman will have the tie-breaking
vote.
The Executive Committee may not delegate all of its powers to
anyone, but it may grant general and special powers when deemed appropriate and
determine the persons who are to carry out its resolutions. In the absence of
said designation, both the Chairman and the Secretary will be authorized to
execute them.
The Examiner will meet with the Committee and for this
purpose, he must be duly called. The Examiner will have the right to speak but
not to vote.
The General Regular Shareholders Meeting will create an
Auditing Committee which will be formed by directors, the presiding director and
the majority of whom must be independent; meetings must be attended by the one
or more Examiners who will attend as guests with the right to speak but not to
vote.
The Auditing Committee will have the following duties, among
others:
a) Prepare an annual report on its activities and present it
to the Board of Directors which in turn will present it to the Shareholders
Meeting.
b) Issue an opinion and for this, if applicable, propose that
independent specialists be retained when deemed appropriate, in respect to
transactions with affiliates as referred to in clause Seventeenth regarding
powers of the Board of Directors that may not be delegated.
FOURTEENTH. The Directors and, in such case, members of the
Committees, may be or may not be Company shareholders; they will hold office for
one year and may be reelected and will continue in office until their successors
are appointed and take office.
FIFTEENTH.- All shareholders or group of minority shareholders
who represent ten percent of the capital stock will be entitled to name one
Director and his respective alternate. The persons who exercise this right may
not participate in the designation of the remaining Directors.
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The designation of the Director or Directors appointed by the
minorities may only be revoked when the designation of all the others Directors
is also revoked.
SIXTEENTH.- The Board of Directors will operate legally with
the attendance of the majority of its members and its resolutions will be
adopted by a majority vote.
In the event of a tie, the Chairman will have the tie-breaking
vote.
SEVENTEENTH.- To attain a strategic vision of the Company, the
Board of Directors will be in charge of managing all its business and it is
vested with the broadest powers to carry out all necessary or appropriate
transactions according to the nature and purpose of the Company, except for the
acquisition or sale of shares or those consisting of the exercise of the right
of withdrawal that corresponds to this Company, for its participation in
variable capital companies, in which case an authorization from the General
Regular Shareholders Meeting will be required, if within the then-current
corporate period of the Company, any of the following occurs either
simultaneously or consecutively:
1) The purchase value of shares of another company is higher
than 20% of the shareholders' equity according to the last statement of the
financial position of this Company;
2) The sale value of shares of another company is higher than
20% of the shareholders' equity according to the last financial position
statement of this Company;
3) The exercise of the withdrawal right in variable capital
companies represents the reimbursement of shares, the value of which is higher
than 20% of the shareholders' equity, according to the last financial position
statement of this Company.
The Board of Directors will have the following powers which
may not be delegated:
Approve transactions that do not fall under the ordinary
course of activity of the business and that are intended to be carried out
between the company and its partners, with persons who form a part of management
or with
(Seals: UNITED MEXICAN STATES -
HECTOR TREJO ARIAS - NOTARY
PUBLIC 234 OF THE FEDERAL
DISTRICT, MEXICO, D.F.)
17
whom these persons maintain equity ties, or in such case persons who are blood
relatives or relatives by marriage up to the second degree, the spouse or
concubine: the purchase or sale of ten percent or more of the assets; the
posting of guarantees for an amount higher than thirty percent of the assets, as
well as transactions other than the foregoing that represent more than one
percent of the company assets. The members of the Board of Directors will be
responsible for the resolutions they adopt in connection with these matters,
except in the case where the director has declared his disagreement at the time
the act in question is discussed and resolved.
In addition, it will have the following powers which it may
delegate:
a) Carry out all transactions inherent in the Company's
purpose or that result directly or indirectly from it and carry out acts of
administration and strict domain.
b) Represent the Company in judicial and administrative
matters and before persons and authorities of every kind, with a general power
of attorney for lawsuits and collections, with all the general powers including
the special powers that require a special power or clause by Law; initiate and
abandon suits of all kind, including the amparo suit; prepare and answer
interrogatories; arrive at transactions; submit to arbitration; file criminal
complaints and charges and become a coadjutant of the Public Prosecutor until
obtaining the remedy of damages caused by punishable acts.
c) Grant, subscribe and endorse all types of credit
instruments and documents.
d) Grant guarantees on behalf of the company when deemed
appropriate.
e) Delegate its powers to one or more Directors for the
performance of specific acts, determining their powers and duties.
f) Grant general and special powers of attorney, whether
delegating or substituting their powers (but conserving them) and revoke them,
including those required to file criminal complaints and charges.
g) Create Special Committees or designate specific officers to
ensure that the shareholders and the market have access to the Company's public
18
information; establish internal control mechanisms; ensure that the Company has
the necessary mechanisms to prove that it complies with the various legal
provisions applicable to it; and regularly evaluate the performance of the
Chairman and the top level officers of the Company, indicating to them their
attributes, with the understanding that said bodies or officers who will
constitute the presidency must be equity directors, and the other members may be
equity, independent directors or officers, acting as an extension of the Board
of Directors or the Executive Committee to provide them with support in making
decisions on various matters. These bodies or officers do not constitute an
executive body and do not assume functions that correspond to the Board of
Directors and to the Executive Committee in the operating areas of the Company.
h) Name the one or more Directors, Managers and Assistant
Managers necessary for the functioning of the Company and grant them the powers
deemed necessary, and revoke their designations.
i) Determine how the Company shares will be voted at General
Extraordinary and Regular Shareholders Meetings of companies in which the
Company is the majority shareholder, delegating as of this time said powers to
the officer with powers to attend the Meetings in question.
j) Call General and Special Shareholders Meetings and approve
the financial information of the Company that is to be presented to the General
Regular Shareholders Meeting.
All others granted by these Bylaws, the General Shareholders
Meeting and the law.
EIGHTEENTH.- The Board of Directors will meet every three
months at least and provided that it is called by the Chairman, by twenty five
percent of the Directors or any of the company Examiners. The Examiner is to be
called to all meetings of the Board and to all meetings of those intermediate
consultation bodies in which the Board of Directors has delegated powers, and
the Examiner will attend them with the right to speak but not to vote. Meetings
will be held in Mexico City or elsewhere in national territory as resolved by
the Board.
(Seals: UNITED MEXICAN STATES -
HECTOR TREJO ARIAS - NOTARY
PUBLIC 234 OF THE FEDERAL
DISTRICT, MEXICO, D.F.)
19
Calls to said meetings are to be sent to those who are
required to attend at least five days in advance of the date of the event.
The Agenda or a list of items to be addressed and resolved is
to be sent with the call.
NINETEENTH.- The following are the powers and obligations of
the Secretary of the Board:
I.- To act as Secretary at Meetings of the Board and at
General Shareholders Meetings.
II.- To keep the corporate books required by law and any
others required under the Bylaws, that are not specifically assigned to another
Company officer or employee.
III.- Have minutes of Meetings of Shareholders and Meetings of
the Board notarized when so ordered by the Bylaws and when appropriate according
to law; issue simple copies and certificates or excerpts of minutes of Meetings
of the Board and Shareholders Meetings as well as of entries that appear in his
books, authorizing them with his signature.
IV.- All other powers conferred by these Bylaws.
TWENTIETH.- The Chairman of the Board will preside over its
meetings and in his absence the Director elected by the persons in attendance
will do so. In the absence of the Secretary of the Board, the person designated
by the Director who presides over the meeting will act as secretary.
TWENTY-FIRST.- Minutes will be drawn up of all Meetings of the
Board by the Secretary, recording the items addressed and the resolutions
adopted. Said minutes will be transcribed in the respective Book of Minutes and
will be signed by the persons who acted as Chairman and Secretary of the
meeting, as well as by the one or more Examiners if they attend.
TWENTY-SECOND.- To perform their duties, members of the Board
and of the Committee created in the terms of Clause Thirteenth hereof, the
President, Vice-Presidents, Directors, Managers and Assistant Managers of the
Company will post any of the following guarantees:
20
a) They will deliver to the company the sum of $1,000,000 (ONE
MILLION PESOS, MEXICAN CURRENCY).
b) They will post a bond in the amount mentioned above.
TITLE FOURTH
COMPANY VIGILANCE
TWENTY THIRD.- Company vigilance will be vested in one or more
Examiners designated by the General Regular Shareholders' Meeting and they may
be shareholders or persons unrelated to the Company. The Shareholders' Meeting
may designate at its discretion the alternate Examiners who will take office in
the order in which they were designated, in the absence of the standing
Examiners, due to resignation or the impossibility declared by them to continue
performing their duties, and they will remain in office until the impossibility
to perform disappears or the Meeting makes a new designation.
TWENTY FOURTH.- The one or more Examiners will hold office for
one year and will cease to perform their duties at the time their substitutes
have been designated and take office.
TWENTY FIFTH.- Examiners will have the powers granted to them
by the General Corporation Law.
TWENTY SIXTH.- To perform their duties, Examiners will post
either of the guarantees mentioned in Clause Twenty Second of these Bylaws.
TITLE FIFTH
THE FISCAL PERIOD AND THE BALANCE SHEET
TWENTY SEVENTH.- The fiscal period will run from January 1 to
December 31 of each year.
TWENTY EIGHTH.- Upon the conclusion of each fiscal period, the
Board of Directors will prepare a balance sheet in the terms of article 172 of
the General Corporation Law; this balance sheet is to be concluded and delivered
to the Examiner or Examiners no later than at the end of the third month
following the close of the period and in respect to which the Examiner or
Examiners will render their opinion in the terms of the law.
(Seals: UNITED MEXICAN STATES -
HECTOR TREJO ARIAS - NOTARY
PUBLIC 234 OF THE FEDERAL
DISTRICT, MEXICO, D.F.)
21
In respect to said balance sheet, the provisions of Articles
one hundred seventy three to one hundred seventy seven of cited Law will apply.
TITLE SIXTH
SHAREHOLDERS MEETINGS
TWENTY NINTH.- General Shareholders Meetings will be held in
accordance with the provisions of the General Corporation Law. Calls to said
meetings are to be published and will indicate the place, date and time and the
items to be discussed, in one of the most widely distributed newspapers in the
Federal District, at least 15 calendar days in advance of the date for the
meeting. Meetings may be held without prior call if holders of all the shares
are present. From the time the call is published for the Shareholders' Meeting,
the information and the documents related to each one of the points on the
Agenda are to be immediately available to the shareholders at no cost.
Shareholders entitled to vote, including a limited or
restricted vote, who represent at least 10 percent of the capital stock, may
request that a General Regular Shareholders meeting be called in the terms of
article one hundred eighty four of the General Corporation Law.
The Meeting is the supreme authority of the Company and all
other bodies will be subject to its resolutions or accords. General Regular
Shareholders Meetings will be held on the day designated by the Board of
Directors, but in any case they will meet at least once a year within the four
months following the close of the fiscal period and they will address the items
indicated in article one hundred eighty one of the General Corporation Law. Said
meetings will also analyze the report regarding the consolidated and
unconsolidated financial statements of the issuer referred to in the general
points of article one hundred seventy two of the General Corporation Law,
relative to the immediately preceding period of the Company, when the Company
holds fifty percent or more of the capital of other companies or when under any
title it has the power to determine their management, provided that said
investment is at least twenty percent of the shareholders' equity of the issuer
or more. The issuer will be required to publish both financial
22
statements in the form and with the frequency established by article one hundred
seventy seven of the General Corporation Law.
Shareholders representing at least fifteen percent of the
capital stock may directly exercise civil liability actions against the
administrators, provided that they satisfy the requirements of article one
hundred fifty three of the General Corporation Law. Said action may also be
exercised in respect to the Examiners and members of the Auditing Committee,
adjusting to cited legal precept. Shareholders' with shares that grant a voting
right, including a limited or restricted right, who constitute at least ten
percent of the shares represented at a meeting may request that voting be
postponed on any item in respect to which they consider that they are not
sufficiently informed, adjusting to the terms and conditions of article one
hundred ninety nine of the General Corporation Law.
Shareholders with voting right shares, including limited or
restricted voting rights, that represent at least twenty percent of the capital
stock may object judicially to resolutions of General Meetings in respect to
which they are entitled to vote, provided that they satisfy the requirement of
article two hundred one of the General Corporation Law; also applicable is
article two hundred two of cited Law.
THIRTIETH.- In order for shareholders to be entitled to attend
Meetings, they will deposit their shares with a securities depository or will
leave them in the possession of the Secretary of the Board at the offices
established at the corporate domicile or with a credit institution in Mexico or
abroad.
The deposits made to the Company are to be made at least two
days prior to the day indicated for the meeting. An admission card to the
Meeting will be given against the shares deposited and it will express the
number and class of shares it covers, the name of the shareholder and the number
of votes corresponding to it. If the deposit is made with a credit institution,
also to be presented to the Company at least two days prior to the date set for
the meeting is the respective proof of deposit against which the admission card
to the Meeting will be delivered. The shares and the certificates exhibited will
be returned after the Meeting has been held in exchange for the voucher that was
issued.
(Seals: UNITED MEXICAN STATES -
HECTOR TREJO ARIAS - NOTARY
PUBLIC 234 OF THE FEDERAL
DISTRICT, MEXICO, D.F.)
23
Moreover, persons who attend Shareholders Meetings of the
issuer as proxies may take the option to evidence their legal personality by a
power of attorney granted on the format prepared by the issuer, which must
satisfy the following requirements:
1) Indicate clearly the name of the issuer as well as the
agenda. The items referred to in articles one hundred eighty one and one hundred
eighty two of the General Corporation Law may not be included under the items
entitled Miscellaneous; and
2) They will contain space for the instructions indicated by
the grantor for the exercise of the proxy.
The issuer will maintain at the disposal of brokers in the
Securities Exchange who evidence that they represent shareholders of the issuer,
throughout the period referred to in article one hundred seventy three of the
General Corporation Law, formats of the proxies so that they may timely deliver
them to their principals.
The Secretary of the Board of the issuer will be required to
verify the observance of...
THIRTY FIRST.- Meetings will be chaired by the Chairman of the
Board of Directors and in his absence by the person designated by the Meeting.
The Secretary of the Board will act as the Secretary of the Meeting and in his
absence the person designated by the Chairman or the Meeting. The Chairman will
name the inspector of election at his discretion to prepare the respective
attendance list.
Minutes will be drawn up of the Meetings and will be signed by
the person who presides over them, by the person who acts as Secretary, by the
Inspectors of Election and by the Examiner when he attends.
Copies, certificates or extracts of minutes of Meetings that
are required to be issued for any reason will be authorized by the Secretary of
the Board.
TITLE SEVENTH
THE RESULTS
24
THIRTY SECOND.- The net profits obtained during each fiscal
period will be distributed as follows:
1.- 5% (five percent) will be separated to constitute the
legal reserve until it amounts to one fifth of the capital stock, and if it
diminishes, it will be replenished in the same way, in the terms of article 20
of the General Corporation Law.
2.- The amount as agreed by the General Shareholders Meeting
to constitute one or more welfare funds will be set aside.
3.- Any balance will be distributed as decided by the Meeting.
TITLE EIGHTH
DISSOLUTION AND LIQUIDATION OF THE COMPANY
THIRTY THIRD.- The Company will be dissolved in the cases
contemplated in the General Corporation Law.
THIRTY FOURTH.- Upon dissolution of the Company, it will be
placed in liquidation which will be in charge of one or more liquidators who
will be named by the Shareholders Meeting.
THIRTY FIFTH.- Except as resolved by the General Shareholders
Meeting, the one or more liquidators will have the powers conferred upon them by
Article two hundred forty two of the General Corporation Law and they will
distribute the remainder among the shareholders, subject to the rules
established in Article one hundred thirteen, two hundred forty seven and two
hundred forty eight of cited Law and in these Bylaws.
GENERAL PROVISIONS
For anything not stipulated herein, the provisions of the
General Corporation Law will govern.
(Seals: UNITED MEXICAN STATES -
HECTOR TREJO ARIAS - NOTARY
PUBLIC 234 OF THE FEDERAL
DISTRICT, MEXICO, D.F.)
25
THE PERSON HEREIN APPEARING gave the following background
data: he is Mexican by birth, born in the Federal District on March ten,
nineteen thirty one, married, attorney at law, domiciled at Mineria one hundred
forty five, colonia Escandon in this City.
NOTES
If the complementary notes are required they will be made or
continued, in such case, on the two interior faces and on the rear outside cover
in which the documents of the appendix have been placed in numerical order.
Consequently, I place said cover on cited appendix, except that it is marked
with the letter "A".
I THE NOTARY HEREBY ATTEST.
I.- That the person appearing is known to me and I consider
him to be legally qualified.
II.- That what is inserted and expressed herein faithfully and
exactly agrees with the originals to which I refer. In addition, all the
statements of the person appearing, in which written background data is
mentioned, coincide with the documents which I had before me in which these
facts are recorded, with no further exceptions than those I expressly made in
each case.
III.- That the amounts in pesos expressly referred to as "old
pesos" mentioned in this instrument, whose temporary reference is prior to
January first, nineteen ninety three, are now also in pesos, but diminished to
one thousandth.
IV.- In regard to this instrument and in respect to the person
herein appearing:
A).- I informed him of his right to read this instrument
personally and his right to have the content explained to him by the
undersigned.
B).- This instrument was read completely and I explained its
content;
C).- I informed him of the legal value, consequences and scope
of its content;
D).- He expressed his full understanding in regard to all of
the foregoing; and
26
E).- He declares his consent hereto and signs it before me on
the twenty sixth day of the month of its date at which time I IMMEDIATELY AND
DEFINITIVELY AUTHORIZE it. I ATTEST.
JOSE ANTONIO SICARD PLIEGO.- Signature
HECTOR TREJO ARIAS.- Signature.- Authorization seal
COMPLEMENTARY NOTES
NOTE FIRST.- On April 26, 2002, I issued the first and second
transcripts in their order, 1st and 2nd, which are issued for the company for
legal uses. Each consists of fifteen pages.- FOR THE RECORD.- HECTOR TREJO
ARIAS.- Signature.
THIS IS A THIRD TRANSCRIPT WHICH IS ISSUED FOR "EMPRESAS ICA SOCIEDAD
CONTROLADORA" SOCIEDAD ANONIMA DE CAPITAL VARIABLE FOR LEGAL USES.- IT IS THIRD
IN ITS ORDER OF ISSUE.- IT CONSISTS OF FIFTEEN PAGES THAT ARE COLLATED AND
PROTECTED BY KINEGRAMS, WHICH MAY NOT HAVE CONSECUTIVE NUMBERING.- FEDERAL
DISTRICT, OCTOBER SIXTEENTH, TWO THOUSAND TWO.- I ATTEST.
(Illegible signature)
(Seal United Mexican States - Hector Trejo Arias
Notary Public 234 of the Federal District, Mexico, D.F.)
HECTOR TREJO ARIAS, HEAD OF NOTARY OFFICE TWO HUNDRED THIRTY FOUR FOR THE
FEDERAL DISTRICT CERTIFIES THAT THIS COPY CONSISTING OF FIFTEEN PAGES IS A TRUE
REPRODUCTION OF THE ORIGINAL WHICH I HAD BEFORE ME. THIS CERTIFICATE DOES NOT
PREJUDGE ON THE CONTENT OR AUTHENTICITY OF THE ORIGINAL FROM WHICH THIS COPY WAS
TAKEN. THIS COLLATION WAS REGISTERED ON THIS DATE UNDER NUMBER TWO THOUSAND ONE
HUNDRED EIGHTY FIVE IN BOOK SIX OF THE REGISTRY OF COLLATIONS OF NOTARY OFFICE
NUMBER ONE HUNDRED FORTY OF THE FEDERAL DISTRICT IN WHICH THE UNDERSIGNED ACTS
UNDER A SUBSTITUTION AGREEMENT EXECUTED WITH THE HEAD OF SAID NOTARY OFFICE,
ATTORNEY JORGE ALFREDO
(Seals: UNITED MEXICAN STATES -
HECTOR TREJO ARIAS - NOTARY
PUBLIC 234 OF THE FEDERAL
DISTRICT, MEXICO, D.F.)
27
DOMINGUEZ MARTINEZ.- I ATTEST.- FEDERAL DISTRICT, OCTOBER 16, 2002.