1E9Ct5D

) Establish a program of gradual adoption of the regulatory regime applicable to theSAB within the above-mentioned three-year term;c) Amend its corporate by-laws in order to adjust the structure of its capital stock tothe regulatory regime of a SAB, as well as to provide for the causes and consequencesof the cancellation of the registration in the RNV of its shares or instrumentsrepresenting them;d) Include at least one independent board member on its board of directors.It should be pointed out that in contrast to a SAPI, the corporate by-laws of a SAPIB cannothave provisions by which:a) Restrictions of any nature are imposed on the circulation of the shares of a singleseries or class, representing its corporate stock, other than those established inArticle 130 of the LGSM;b) Causes are established other than those in the LGSM, for the exclusion of shareholders,exercise of the right of separation or withdrawal or redemption of shares,and it is permitted to determine the price or the basis for its determination in theabove cases;c) The issuance of the following types of shares is regulated:i) Non-voting stock;ii) Restricted voting stock;iii) Stock with non-economic corporate rights other than the right to vote or onlywith the right to vote;iv) Stock that limits or broadens profit-sharing rights or other special economicrights;v) Stock that grants the right to veto or requires the favorable vote of one or moreshareholders for the adoption of resolutions of the general shareholders meeting.The stipulations mentioned in subsections a), b) and c) may only be established in SAPIby-laws in its non-stock market form.From the above it can be appreciated that while the SAPIB continue enjoying a regulatoryregime of exception from several rules generally applied to stock corporations, someof the benefits of flexibility in the regulatory regime of the capital structure and votingrights enjoyed by the SAPI are not applicable to the SAPIB, since presumably they will bechanging to the SAB regulatory regimen within a term of three years, which as we will seefurther on, in contrast to the regime applicable to the SAPI, is much stricter than that ofa stock corporation governed by the LGSM.It should be noted that the SAPIB, as issuers, are subject to the inspection and oversightof the National Banking and Securities Commission and must comply with the obligationof revealing relevant information, among other obligations of a company listed on317Commercial Companies Regulated by the Securities Market Law