[A seal and a text
that says
Notary Public
No. 12
Fernando
Mendez Zorrilla
Title-holder
Monterrey, N.L.]
FERNANDO MENDEZ ZORRILLA FERNANDO MENDEZ LOPEZ
Notary Public Title-Holder Notary Public Substitute
NOTARY PUBLIC NO. 12
Padre Mier 562 Ote. Monterrey, N.L. CP6000
Tel: 8344-5893 8344-0182 8345-4358
[A seal and a text
that says
Notary Public
No. 12
Fernando
Mendez Zorrilla
Title-holder
Monterrey, N.L.]
BOOK 80 (EIGHTY) FOLIO (015928) NUMBER (24,917)
DEED NUMBER TWENTY FOUR THOUSAND NINE HUNDRED SEVENTEEN - IN MONTERREY, NUEVO
LEON, UNITED MEXICAN STATES, on the day 30 (Thirty) of July, year 2003 (two
thousand and three). I, FERNANDO MENDEZ ZORRILLA, Notary Public Number 12
(Twelve), with jurisdiction in the First Notarial and Registry District in the
State of Nuevo Leon, CERTIFY: That ADRIAN JORGE LOZANO LOZANO and RICARDO JAVIER
GIL CHAVEZNAVA appear before me in their capacity as Trust Delegates and
General Attorneys of BANCA AFIRME, SOCIEDAD ANONIMA, INSTITUCION DE BANCA
MULTIPLE, AFIRME GRUPO FINANCIERO, to whom I certify to know personally, and I
consider they have legal capacity, and ability to grant the legal act
concerned, without proof of the contrary, and they DECLARED::_______________
[An incomplete That appear, in the name and in representation of the
seal and text] Corporation mentioned before, for the grant of this Deed, in
order to confer in favor of BERNARDO JIMENEZ BARRERA and
ALEJANDRO FRANCISCO SANCHEZ MUJICA, the GENERAL POWERS OF
ATTORNEY AND AUTHORITY, that are contained subsequently in
this instrument.
- ---------------------------------DECLARATIONS-----------------------------------
UNIQUE - ADRIAN JORGE LOZANO LOZANO and RICARDO JAVIER GIL CHAVEZNAVA declare
that:___________________________________________________________________________
1.- That they appear by virtue of:____________________________________________
1.1.- The IRREVOCABLE ADMINISTRATION AND PAYMENT TRUST AGREEMENT (hereinafter
the "IRREVOCABLE ADMINISTRATION AND PAYMENT TRUST") identified in its
registry with number 167-5 (One hundred and sixty seven, hyphen, five),
same that: (i) was executed on April 8 (eight) 2002 (Two thousand two);
(ii) was ratified before me FERNANDO MENDEZ ZORRILLA, Notary Public Number
12 (twelve), with jurisdiction in the First Notarial and Registry District
in the State of Nuevo Leon, under the Act out of Protocol number 125,931
(one hundred and twenty five thousand nine hundred thirty one) dated April
8 (Eight) 2002 (Two thousand two), and; (iii) was executed by its
represented BANCA AFIRME, SOCIEDAD ANONIMA, INSTITUCION DE BANCA MULTIPLE,
AFIRME GRUPO FINANCIERO in its capacity as TRUSTEE, and ALFONSO CARLOS
ROMO GARZA in his capacity of SETTLOR, and ______________________________
1.2.- The instructions received by the TECHNICAL COMMITTEE of the "IRREVOCABLE
ADMINISTRATION AND PAYMENT TRUST" dated July 29 (twenty nine) 2003 (two
thousand three), same that I, the Notary Public: (i) certify to have them
in front of me, and (ii) a copy of which were added to the Appendix of
this Deed under letter "A".__________________________________ Deed No.
24,917 Page 1 (Here, a seal)
[SEAL OF LEGAL TRANSLATOR]
{A Seal and a text that says
Notary Public No. 12
Fernando Mendez Zorrilla
Title-holder
Monterrey, N.L.}
2. - Their represented has not revoked, limited or modified, in any way, the
General Powers and Authority they are invested with at the moment to sign
this Instrument, and ---
3. - They appear for the grant and signature of this Instrument, in order to
confer, in the name and on behalf of their represented, the General Power
and Authority that are subsequently contained in this Instrument.
-----------------
BASED ON THE ABOVE DECLARATIONS, the appearing persons grant the following:
- --------------------------------CLAUSES---------------------------------------
FIRST. - In this act, ADRIAN JORGE LOZANO LOZANO, and RICARDO JAVIER GIL
CHAVEZNAVA, in the name and on behalf of BANCA AFIRME, SOCIEDAD ANONIMA
INSTITUCION DE BANCA MULTIPLE, AFIRME GRUPO FINANCIERO confer in favor of
BERNARDO JIMENEZ BARRERA and ALEJANDRO FRANCISCO SANCHEZ MUJICA, SPECIAL POWER
OF ATTORNEY, as to its object, but general as to the authority granted, for
ACTS OF ADMINISTRATION, based upon the third and fourth paragraphs of Article
(2448) two thousand four hundred and forty eight of the Civil Code of the State
of Nuevo Leon, as well as on the second and fourth paragraphs
of Article (2554) two thousand five hundred and fifty four of [An
the Federal Civil Code, and its correlatives articles in the Incompleted
Civil Codes of the States of the Mexican Republic and of the seal
Federal District in order that regarding the Shares of the and
Capital Stock of Seminis, Inc, and its Successors ("Seminis") text]
that are or will be part of the patrimony of the "IRREVOCABLE
ADMINISTRATION AND PAYMENT TRUST", to carry out all and each of the transactions
related to the merger, sale and privatization of Seminis before the Securities
and Exchange Commission of the United States of America (hereinafter the "SEC"
for its acronyms in English), as well as to sign all the applications, to submit
all the information and documentation, to reply to all the requirements made by
the SEC, and in general, to carry out all of the acts required by the SEC, in
relation to the mentioned transactions, as well as regarding the Shareholders
Meeting that in regards with such transactions, will be held by
Seminis-----------
The previous Special Power for Acts of Administration could be individually
exercised by the Authorized Representatives herein designated, but without
authorization to delegate their Powers.-
SECOND. - BERNARDO JIMENEZ BARRERA and ALEJANDRO FRANCISCO SANCHEZ MUJICA, are
compelled to submit a report concerning their exercise of this power of attorney
before the Institution denominated "BANCA AFIRME", SOCIEDAD ANONIMA,
INSTITUCION DE BANCA MULTIPLE, AFIRME GRUPO FINANCIERO, in compliance with
Article 2463 (two thousand four hundred sixty three) of the Civil Code of the
State of Nuevo Leon, from their acceptance, expressed or implied of this
mandate.
- ------------------------------------------------------------------------------
- -----------------------------LEGAL CAPACITY-----------------------------------
Mr. ADRIAN JORGE LOZANO LOZANO and RICARDO JAVIER GIL CHAVEZNAVA, proved THEIR
LEGAL CAPACITY which authorizes their appearance in representation of BANCA
AFIRME, SOCIEDAD ANONIMA, INSTITUCION DE BANCA MULTIPLE, AFIRME GRUPO
FINANCIERO, with the following documents:
1).- GRANT OF POWERS OF ATTORNEY AND RIGHTS - By Deed number 4,264 (Four
thousand two hundred and sixty four), dated May 2 (two) 2002 (two thousand
two): (i) Granted before Notary Public number 27 (Twenty seven) in the City of
Monterrey, Nuevo Leon, whose Title-holder is Eduardo Arechavaleta Medina; (ii)
Deed that demonstrates the formal registration of the Act of the General
Ordinary Assembly of Shareholders of BANCA AFIRME, SOCIEDAD ANONIMA,
INSTITUCION DE BANCA MULTIPLE, AFIRME GROUPO FINANCIERO, celebrated the 18
(eighteen) day of April 2002.
Page 2 Here, a signature
[LEGAL TRANSLATOR SEAL]
(Two thousand two), at 12:30 (twelve thirty a.m.), by virtue of such Society
conferred to the persons that make the appearance, the Powers of Attorney and
General Rights related subsequently in this Instrument, and; (ii) whose first
testimony is registered in the Public Registry of Property and Commerce of the
First District Heading of the State of Nuevo Leon, domiciled in the City of
Monterrey, Nuevo Leon, under number 4044 (Four thousand and forty four), Volume
3 (Three), Book First, Public Registry of Commerce, First District, on May 6
(Six) 2002 (two thousand two)-----------------------------------------------
SEAL: [SEAL OF LEGAL TRANSLATOR]
I, the undersigned, Rebeca Portugal Vargas, as official translator and
interpreter of the English Language, authorized by the Superior Court of
Justice of the State of Nuevo Leon, Mexico, autorizacion 664/2003, dated
January 31, 2003
CERTIFY
That the preceding document is, in my understanding, a correct translation from
Spanish to English.
Monterrey, Nuevo Leon, January 24, 2003.
/s/ Rebeca Portugal Vargas
Rebeca Portugal Vargas