A summary of the agreements approved within the General Extraordinary Shareholder's Meeting (hereinafter "The Meeting") of Grupo Bimbo, S.A.B. de C.V. (hereinafter "Company") dated as of September 18th 2014:

FIRST.- "It was resolved to authorize the Company to perform a Public Stock Offering to be held in Mexico through the Mexican Stock Exchange (hereinafter "BMV"), along with the Public Stock Offering to be held in the United States of America among other foreign markets, pursuant to Rule 144A and the Regulation S of the Securities' Act of 1933 of the United States of America along with other applicable provisions (the "Global Offer") for an amount up to

201,250,000 (two-hundred and one million, two hundred and fifty thousand) series "A" shares, common stock, no par value, representing the fixed portion of the Company's capital stock."
SECOND.- "It was resolved to authorize the Company to offer the Shares and optionally, in addition to the Fixed Shares, to grant an aggregate of 100% (one hundred percent) of the Additional Shares to the Mexican Underwriters independent options, so that over-allotments may be covered as the case may be, provided that (i) each of the over-allotment options must be exercised by each one of the Mexican Underwriters and International Underwriters, depending on each case, in a coordinated but independent options, according to what is best for the Company's interests, provided that each allocation may not represent more than 15% of the Fixed Shares and (ii) the exercise of each one of the over-allotment options must be carried out within 30 (thirty) calendar days from the date on which the shares are registered, in terms of the applicable legal provisions. Therefore, in the event that the whole over-allotments may be exercised, 201,250,000 (two thousand and one million, two hundred and fifty thousand) shares may be offered in the Global Offer."

THIRD.- "It was resolved to ratify each and every one of the acts carried out before this date by any of the Authorized Persons (as defined in the minute of The Meeting) in relation with the implementation of the Global Offer and it was resolved to approve such Authorized Persons to carry out any required, necessary or convenient act with the purpose of proceeding before any authority or third party, including but not limited to carrying out before the Mexican Banking and Securities Commission (hereinafter the "CNBV") and the BMV, the Mexican Ministry of Finance, the Securities Deposit Entity (hereinafter "Indeval") any necessary act or procedure, such as issuing documents on behalf of the Company and submit such information with the purpose of implementing and carry out the Global Offering, including but not limited to requesting before the CNBV the authorization required to carry out the Offer in Mexico and update the data related to the shares representing the Company's capital stock before the National Securities Registry (hereinafter the "RNV"), to update the list required to go public in the BMV, as well as to manage the stock or provisional certificates accordingly, that have been deposited for administration at Indeval and that represent the shares object of the Global Offering." FOURTH.- "It was authorized to allow the Company, acting through its Board of Directors and/or Authorized Persons: (i) to determine the subscription value of the Shares to be offered in the Global Offering, provided that such value will be determined according to the offer and demand values of the Shares, the prevailing market conditions at the moment the offering takes place and according to any other relevant factors and (ii) to determine the conditions and particular features of


the International Offering and the Offering in Mexico, that due to its nature, may not be foreseen at the moment of the Meeting, including, but without limitation to, the total amount and number of shares object of the Global Offer, the offering, registration, publication, and settlement dates, the percentage of Shares to be placed in the Mexican Offering and the International Offering, respectively, the granting, if the case may be, of the over-allotment options to the Mexican Underwriters , as well as the settlement of the mechanisms. Furthermore, it was approved that from the Share's offering price, the amount of $0.404348 (zero point four, zero, four, three, four, eight cents, Mexican Currency) will be applied to the capital stock and any surplus will be applied to the premium for share subscription."
FIFTH.- "It was resolved to allow the Company, acting through its Authorized Persons, to agree, negotiate, hold or subscribe each and every one of the documents, the offering memorandum (prospecto), agreements, covenants, letters, certifications and instruments that may be required, in terms of the law from any jurisdiction in which the Global Offer takes place with the purpose of implementing and carrying out such Global Offer, including but not limited to the following acts: (i) to enter into with the Mexican Underwriters any purchase and/or placement agreement that may be required with the purpose of allocate the Shares in Mexico, to execute, if required, the over- allotment options and stabilization operations that contain the statements, conditions, obligations and indemnity clauses commonly used in the offering of securities of similar nature and that are acceptable to the Company's attorneys-in-fact, (ii) to enter into with the International Underwriters any purchase and/or placement agreements or other similar agreements that may be deemed necessary, whose purpose is to place the shares of the International Offering, within the United States of America and other foreign markets, as well as those agreements related with the execution in its case of the over-allotment options and stabilization operations that contain the statements, conditions, obligations and indemnity clauses commonly used in the offering of securities of similar nature and acceptable to the Company's attorneys-in-fact, and (iii) to sign any request, formal notice, certification or document of any nature that may be deemed necessary or convenient according to applicable law, including the documents required by any competent authority, with the purpose of carrying out the Global Offering that has been authorized by the referred Meeting. Likewise, the Authorized Persons and other attorneys-in-fact and other officials will be authorized to provide the necessary information to be included in the corresponding placement prospectus and offering memorandum and to approve and subscribe such prospectus and offering documents as well as any other document that may be elaborated or distributed in relation with the issuing and placement of the Shares to be entered before the CNBV and the BMV or any other government or self-regulatory entity or authority, both in English and in Spanish or any other language that may be necessary, approving to ratify all acts carried out the to date by such attorneys-in-fact and freeing them from any resulting responsibility."

SIXTH.- "It was resolved to permit the Authorized Persons to approve the percentage of the Global Offering to be placed in Mexico and the percentage of the Global Offer to be placed in other foreign market outside of Mexico, and the aspects related with the over-allotment options granted to the Mexican and International Underwriters, as the case may be, in relation with the Global Offer." SEVENTH.- "It was resolved for the Global Offering that may be carried out in the terms and conditions that the Board of Directors and/or Authorized Persons determine, taking into account the shares' offer and demand levels, as well as the prevailing conditions in other securities markets on the date of pricing, as well as any other factors deemed as relevant." EIGHTH.- "It was resolved that the resolutions referred to in the First Item of the Agenda are subject to a condition subsequent consisting of the failure of the CNBV to issue the authorization to proceed with the Offering in Mexico, or to update the registration of the shares that represent the Company's capital stock in the RNV."

NINTH.- "It was resolved to increase the fixed portion of the Company's capital stock by issuing up to 201,250,000 (two-thousand and one million, two-hundred and fifty thousand) series "A" shares, common stock, no par value, representing the fixed portion of the Company's capital stock, so that they may be offered for their subscription and payment under the Global Offering, provided that (i) such shares will remain within the Company's treasury until they may be subscribed and paid for, and (ii) from the subscription price of each one of the Shares object of the Global Offering, the amount of $0.404348 (zero point four, zero, four, three, four eight cents, Mexican Currency) will be registered as capital stock and the difference will be applied to the subscription premium of the share. As a result of the above, to this date, the Company's stock will
be distributed as follows:

Serie

No. of Shares

Theoretical Value

Amount of the

Authorized Capital

Stock

Series "A" shares,

representing the fixed portion of the Company's capital stock

4,904,450,000

No par value,

theoretical value of

$0.404348

$1,983,104,548.00

TENTH.- "It was noted that according to article 53 of the Securities Market Law, the preferential subscription right for the Company's shareholders is not applicable as foreseen in article 132 of the General Corporation's Law being that in this particular case, the capital increase that is taking place is to be subscribed an paid in a public offering." ELEVENTH.- "As a consequence of the approved capital increase, it was approved to modify the first paragraph of Article Six of the Company's by-laws to be read hereinafter as follows (the modification is subject to the conditions the Global Offering is subject to and to the abovementioned capital stock increase according to the Meeting):

"Article Six. Capital Stock. The Company's capital stock is variable. The minimum fixed capital stock, without right of withdrawal, ascends to the amount of $1'983,104,548.00 pesos, Mexican Currency, represented by 4'904,450,000 series "A" shares, nominative, common stock, no par value, fully subscribed and paid"

TWELFTH.- "It was resolved that the shares that are not subscribed and paid in the Global

Offering will be canceled."

THERTEENTH.- "It was resolved that the Secretary and the Alternate Secretary of the Company's Board of Directors, as well as any of the Authorized Persons will remain authorized to carry out all the necessary and convenient acts related with the approved capital stock increase, including, without being limited to the issuance of new stock or provisional certificates, the cancelation of existent stock or provisional certificates, the exchange of stock or provisional certificates, the appearance before Notary Public to adjust Article Six of the corporate by-laws in relation with the amount of the capital stock and the number of shares it consists of, the elaboration of entries within the Company's corporate books, update the registration of the shares representing the Company's capital stock before the RNV managed by the CNBV, carry out acts before any authorities including tax authorities, stock exchanges, certificate depositaries, and the issuing of requests (including update requests) as well as to fulfill any convenient act or initiate any necessary process before the CNBV, BMV or Indeval or any other public registry or third party and to deliver to the shareholders that physically possess the capital stock certificates of the Company's capital stock, the new certificates upon receipt of the previous certificates once the Global Offering has occurred." FOURTEENTH.- "It was resolved that the approved capital increase will be subject to the condition precedent consisting of the failure to carry out the Global Offering on December 19th

2014 at the latest."

FIFTEENTH.- "It was resolved to update the registration of the Company's shares at the RNV managed by the CNBV, as a consequence of the capital stock increase approved in the Meeting, to fulfill the requirements contained in article 70 and onwards of the Securities Market Law." SIXTEENTH.- "Regarding the shareholders that physically possess the Company's stock certificates they own, they will receive their new titles within a reasonable time-period once the Global Offering has occurred and upon receipt of the previous one, such procedure may be carried out before the Company's Secretary." SEVENTEENTH.- "With the purpose of allowing the Company to implement and fulfill the Global Offering, it was approved to grant in favor of Daniel Javier Servitje Montull, Guillermo Jorge Quiroz Abed, Luis Miguel Briola Clément, Roberto Cejudo Pascual and Miguel Arellano Carrillo the following Powers of Attorney so that they may be exercised jointly or individually by any of them: a general Power of Attorney broad in its faculties but special in its object for lawsuits and collections, acts of administration and acts of ownership in terms of Article 2554 of the Federal Civil Code and the correlative Civil Codes of the States of Mexico and the Federal District, and to grant, subscribe, transfer, negotiate and endorse credit instruments according to Article 9 of the General Law for Credit Instruments and Operations, with the purpose of fulfilling all acts approved by the Meeting, as well as any other necessary act needed to carry out the Global Offering."


EIGTEENTH.- "It was resolved to grant in favor of the company named CT Corporation System (the "Process Agent") a special and irrevocable Power of Attorney for lawsuits and collections in terms of the last section of Article 2553, the first and fourth paragraphs of Article
2554 and Article 2596 of the Federal Civil Code and the correlative Civil Codes of the States of Mexico and the Federal District limited by its object but as broad as necessary in its faculties, to be exercised in any jurisdiction of the United States of America so that in name and representation of the Company, the Process Agent receives all types of notifications of any nature in relation with any lawsuit, legal action, procedure, trial, including without being limited to judicial, administrative and arbitration procedures that have been initiated by or against the Company in any jurisdiction of the United States of America, related with the issuing and placement of Shares, and any agreement, covenant or document issued by the Company related with the International Offering. The Company established as its legal residence to receive any notification or summon to court the one located at 111 8th Avenue, 13th floor, New York, NY, 10011, or any other address that the Process Agent designates in the future by previously notifying the Company and the International Underwriters. The Power of Attorney held within this document is irrevocable in terms of Article
2596 of the Federal Civil Code and the correlative Civil Codes of the States of Mexico and the Federal District being that it is a means for the Society to comply with the obligations it undertakes under the international placement agreement."

NINETEENTH.- "It was resolved to indistinctively authorize Luis Miguel Briola Clément, Vanesa Madero Mabamba, Karla Vazquez Díaz, Ana Cecilia Estrada García and Fermín Nuñez Ramirez as delegates of the Meeting, to appear separately or jointly, before the Notary Public of their election, with the purpose of requesting and granting the notarized minute of the Meeting, issuing the simple or certified copies, of the full minute of the meeting or an extract of the same, as it may be required, , as well as to give notice and notify any third party as required, including any authority or registry whether public or private, make the required publications to fulfill the resolutions agreed in the Meeting and in terms of the effective and applicable legal provisions, and to present before the CNBV and BMV and Indeval the convenient or required notices."

This document is issued for all corresponding legal effects. Mexico City, September 18th 2014.

GRUPO BIMBO, S.A.B. DE C.V.

[Signature]

Luis Miguel Briola Clément
Secretary of the Board of Directors

distributed by