Mexico City, Mexico, April 07, 2025 – Grupo Herdez, S.A.B. de C.V. (“Grupo Herdez” or the “Company”) (BMV: HERDEZ), hereby informs of the key topics to be addressed at its Annual Ordinary General Shareholders’ Meeting to be held on April 23, 2025.
AUDITED FINANCIAL STATEMENTS
Presentation 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.
− The potential payment of a dividend in kind, through the delivery of shares representing the capital stock of Grupo Nutrisa, S.A. de C.V., an entity holding companies in the retail business that includes the brands Nutrisa®, Moyo®, Cielito Querido Café®, and Chilim Balam®.
BOARD OF DIRECTORS
Ratification or individual designation of the following members of the Board of Directors and Secretaries.
AUDIT AND CORPORATE PRACTICES COMMITTEES
Ratification of the members of the Committees.
COMPENSATION FOR MEMBERS OF THE BOARD
Approval of a net amount of three gold coins of MXN$50.00 each, or its equivalent in Mexican pesos after deducting income tax, for all members of the board of directors, non-members secretary and pro- secretary of the board of directors, and a net amount of two gold coins of MXN$50.00 each for the members of the audit and corporate practices committees and other assistants, for attending each meeting of the board of directors and any of the committees of the board of directors, respectively.
AMOUNT FOR REPURCHASE OF SHARES
Approval of MXN 2.5 billion as the maximum amount the Company may allocate for the repurchase of its shares, as relates to Article 56 section IV of the Securities Market Act.
CANCELLATION OF SHARES
The cancellation of shares representing the variable portion of the Company’s capital stock, resulting
from the share repurchase program.
REPORT ON COMPLIANCE WITH FISCAL OBLIGATIONS
Presentation of the report prepared by an authorized public accountant, certifying the financial statements of the Company and the fiscal situation of the Company for the previous fiscal year, according to article 76 section XIX of the Mexican Income Tax Law.
APPOINTMENT OF SPECIAL DELEGATES
The appointment of special delegates.
EXTRAORDINARY SHAREHOLDERS’ MEETING
Additionally, an Extraordinary Shareholders’ Meeting is called to discuss and, if applicable, approve the amendment of Clause Three of Grupo Herdez’s bylaws in order to modify the description of the specialized services provided by the Company, as part of its corporate purpose.