Mexico City, Mexico, April 23, 2025 – Grupo Herdez, S.A.B. de C.V. (“Grupo Herdez” or the “Company”) (BMV: HERDEZ) hereby informs the resolutions reached at the Annual Ordinary General Shareholders’ Meeting as well as the Extraordinary General Shareholders’ Meeting, held on April 23, 2025 (the “Meetings”).
Annual Ordinary General Shareholders’ Meeting
APPROVAL OF THE SEPARATION OF GRUPO NUTRISA AND THE LISTING AND DISTRIBUTION OF ITS SHARES TO ALL GRUPO HERDEZ SHAREHOLDERS.
The Shareholders’ Meeting authorized the Board of Directors so that, effective on the date it determines, a dividend in kind is eventually declared and paid to the Company’s shareholders, consisting of shares representing the capital stock of Grupo Nutrisa, S.A. de C.V., owned by the Company, in accordance with the terms determined by the Company’s Board of Directors, to be distributed at a rate of $12.2820 (twelve pesos 2820/10000 M.N.) per share, to be paid to the total number of shares representing the Company’s capital stock outstanding on the record date; and that the Company will carry out the necessary processes for the shares representing the capital stock of Grupo Nutrisa, S.A. de C.V. to be registered, without public offering, in the National Securities Registry maintained by the National Banking and Securities Commission and listed on the Mexican Stock Exchange, S.A.B. de C.V., which is expected to occur prior to the declaration and payment of the aforementioned dividend. The Company will keep investors informed of any significant developments as necessary or appropriate.
AUDITED FINANCIAL STATEMENTS
Approval of the audited financial statements of the Company and its subsidiary, Grupo Nutrisa, S.A. de C.V., as well as the reports and opinion referred to in Section IV of Article 28 of the Securities Market Law (Ley del Mercado de Valores), for the fiscal year from January 1 to December 31, 2024
DIVIDEND PAYMENT
The payment of an ordinary dividend at a rate of $1.50 pesos per share, payable in two installments of $0.75 pesos each, on May 06 and October 07, 2025. The payment of an extraordinary dividend at a rate of $1.00 peso per share, payable in one installment on May 06, 2025.
BOARD OF DIRECTORS
Individual ratification or designation of the following members of the Board of Directors and Secretaries.
AUDIT AND CORPORATE PRACTICES COMMITTEE
Ratification of the Chairman of the Audit and Corporate Practices Committee.
COMPENSATION FOR MEMBERS OF THE BOARD
Approval of the compensation, consisting of three gold coins of MXN $50.00 (net amount), or its equivalent in pesos after withholding Income Tax, to each of the Members of the Board of Directors, Secretary, and Alternate Secretary who are not members of the Company’s Board of Directors; and two gold coins of MXN $50.00 to the members of the Audit and Corporate Governance Committees for their attendance at each Board and Committee meeting, respectively.
AMOUNT FOR REPURCHASE OF SHARES
Approval of MXN 2.5 billion as the maximum amount to be allocated for the repurchase of the Company’s own shares.
CANCELLATION OF SHARES
The cancellation of 8,391,816 shares representing the variable portion of the Company’s capital stock, originating from the share repurchase program, was approved.
REPORT ON THE COMPLIANCE OF FISCAL OBLIGATIONS
Presentation of the report on the review of the fiscal situation of the taxpayer for the previous fiscal year, in which no non-compliance was observed. Extraordinary General Shareholders’ Meeting The Extraordinary General Shareholders’ Meeting approved the amendment of subsection (ii) of section I of the Third Clause of Grupo Herdez’s Bylaws. This modification updates the description of the specialized services that the Company provides as part of its corporate purpose, which is now worded as follows: […] ii) To provide the following specialized services: (a) strategic high-level business advisory services, complementary and/or shared, such as business management; (b) administrative services for tax consulting, finance, auditing, and strategic accounting services; (c) organizational management services, such as human resources, legal, operational, technical assistance, and marketing; and (d) management and administration services for technological tools and processes. […]