Quálitas Controladora B de C : » Partial reform of the bylaws

"Corporate Group" means the group of legal entities organized under direct or indirect equity participation schemes, in which the same legal entity holds the control of such legal entities.

"Significant Influence" means the ownership or holding of rights, directly or indirectly, that allows the exercise of voting rights of at least 20% (twenty percent) or more of the Shares, when such participation does not grant Control over the Company.

"20% interest" (twenty percent) means the ownership or holding, individually or jointly, directly or indirectly through any legal person, trust or trust equivalent, vehicle, entity, company or other form of economic or mercantile association, of 20% (twenty percent) or more of the Common Shares with voting rights.

"40% interest" (forty percent) means the ownership or holding, individually or jointly, directly or indirectly through any legal entity, trust or trust equivalent, vehicle, entity, company or other form of economic or mercantile association, of 40% (forty percent) or more of the Common Shares with voting rights.

"Person" means indistinctly a Natural Person or a Legal Entity.

"Natural Person" means any natural person or, group of natural persons who have agreements, of whatever nature, to make decisions in the same direction.

"Legal Entity" means any legal entity, corporation, credit or financial institution acting as a fiduciary institution under a trust agreement or similar entity, or any other vehicle, entity, company or form of economic or legal association or any of the Subsidiaries or Affiliates thereof or any group of legal entities acting in a joint, concerted or coordinated manner.

"Related Person" Those who are located in any of the following cases: a) Persons who control or have significant influence in a legal entity that is part of a business group or consortium to which the Company belongs, as well as the directors or administrators and the relevant executives of the members of such group or consortium. b) Persons who have power of command in a legal entity that is part of a business group or consortium to which the Company belongs. c) The spouse, the concubine or concubinary and the persons who are related by blood or civil relationship up to the fourth degree or by affinity up to the third degree, with individuals who are located in any of the cases indicated in paragraphs a) and b) above, as well as the partners and co-owners of the individuals mentioned in said paragraphs with whom they maintain business relationships. d) The legal entities that are part of the business group or consortium to which the Company belongs. e) The legal entities over which any of the persons referred to in paragraphs a) to c) above exercise control or significant influence.

"Subsidiary" means any corporation with respect to which a Person owns a majority of the shares representing its capital stock or with respect to which a Person has the right to appoint a majority of the members of its board of directors or its manager.

"Market Value": means the average closing price of the Shares on the Mexican Stock Exchange, Sociedad Anónima Bursátil de Capital Variable, during the 90 (ninety) business days prior to the date on which the acquisition was denied by the Board of Directors.

In the absence of an express definition, the terms shall have the meaning established by the provisions in force, and in particular by article two of the Securities Market Law.

The titles of the Shares or the provisional certificates (which may comprise one or more shares) shall be drawn up in accordance with Article 125 (one hundred and twenty-five) of the General Law of Mercantile Corporations and, shall transcribe Article Five of these Bylaws and shall bear the signature of two Directors.

In the case of Shares deposited in an institution for the deposit of securities, the Company may deliver to such institution multiple titles to a single title that covers part or all of the shares subject to the issue and deposit, which will be issued in favor of such institution for the deposit of securities, without being required to express in the document the name, domicile or nationality of the holders and may or may not contain coupons attached in accordance with the provisions of Article 282 (two hundred and eighty-two) of the Securities Market Law.

The definitive securities may contain numbered coupons for the collection of dividends and must be issued within a term not to exceed 90 (ninety) calendar days, counted from the date on which their issuance or exchange is agreed.

The Company shall maintain a Share Register in which the definitive certificates or provisional certificates issued by the Company shall be registered, indicating the name, corporate name, nationality and domicile of their respective holders.

The Board of Directors may agree that the Share Register of the Company shall be kept by either (i) the Secretary of the Board of Directors or of the Company, as the case may be, with the Alternate Secretary covering his absences, (ii) a securities depository institution, (iii) a credit institution, or (iv) the person indicated by the Board of Directors who shall act for and on behalf of the Company as registrar agent. In the absence of express designation by the Board, the Share Register shall be kept by the Proprietary Secretary and, in his absence, by the Alternate Secretary.

At the request of any interested party, after the necessary verification, transfers of shares and the constitution of rights in rem, liens and other encumbrances on the shares will be recorded in the aforementioned Register.

The following shall have the right to obtain certifications or certificates of the entries in the Register and their annotations: (i) the shareholders of the Company, with respect to the Shares registered in their name: and (ii) those who prove a legal interest, with respect to shares owned by third parties. Any certification or record shall be authorized by the signature of the person in charge of the Register.

The Share Register shall remain closed as from the second business day following the date of the Share Registration, during which no registration shall be made and no certificates or certificates shall be issued.

The Company will only consider as shareholders those holders whose definitive certificates or provisional certificates are registered in the Company's Share Registry pursuant to the terms of Article 129 (one hundred and twenty-nine) of the General Corporations Law and, if applicable, those who present the documentation referred to in Article 290 (two hundred and ninety) of the Securities Market Law.

Pursuant to the provisions of Article 290 (two hundred and ninety) of the Securities Market Law, the institutions for the deposit of securities will issue to the depositors the non-negotiable certificates on the deposited securities, which will serve to demonstrate the ownership of the related securities, accredit the right to attend the Meetings and the inscription in the Company's Shareholders' Registry Book. With respect to the provisions of Articles 128 (one hundred and twenty-eight) and 129 (one hundred and twenty-nine) of the General Law of Mercantile Corporations, to legitimize the exercise of rights granted by the securities, the certificates referred to in this paragraph must expressly refer to the type and amount of securities they represent.

In the event of loss, loss, destruction, or theft of any share certificate, whether provisional or definitive, the procedure set forth in Article 44 (forty-four) of the General Law of Securities and Credit Transactions must be followed. Following the aforementioned procedure, the Company, by means of a registered request from the interested shareholder, will replace the share certificate and the holder of such share must absorb the cost of

such replacement. The new share certificates to be issued will be issued in the name of the person appearing as the holder in the Shareholders' Registry.

II. Authorization for Change of Control.

The prior written authorization of the Board of Directors, as specified in this Chapter, shall be required to carry out any of the following acts:

1. Any Person who individually or jointly with one or more Related Persons, intends to acquire Shares or rights over Shares, by any means or title, directly or indirectly, either in one act or in a succession of acts without time limit among them, the consequence of which is that its shareholding individually and/or jointly with the Related Person(s) represents a participation equal to or greater than 10% (ten percent) of the total Shares.
2. Any Person who individually or jointly with one or more Related Person(s), holding an interest of 10% (ten percent) or more of the total Shares, intends to acquire Shares or rights over Shares, by any means or title, directly or indirectly, either in one act or in a succession of acts with no time limit between them, the consequence of which is that its shareholding individually and/or jointly with the Related Person(s) represents an interest equal to or greater than 20% (twenty percent) of the total Shares.
3. Any Person who individually or jointly with one or more Related Person(s), holding an interest of 20% (twenty percent) or more of the total Shares, intends to acquire Shares or rights over Shares, by any means or title, directly or indirectly, either in one act or in a succession of acts with no time limit between them, the consequence of which is that its shareholding individually and/or jointly with the Related Person(s) represents a shareholding equal to or greater than 30% (thirty percent) of the total Shares.
4. Any Person who individually or jointly with one or more Related Person(s), holding an interest of 30% (thirty percent) or more of the total Shares, intends to acquire Shares or rights over Shares, by any means or title, directly or indirectly, either in one act or in a succession of acts with no time limit between them, the consequence of which is that its shareholding individually and/or jointly with the Related Person(s) represents a shareholding equal to or greater than 40% (forty percent) of the total Shares.
5. Any Person who individually or jointly with one or more Related Person(s), holding an interest of 40% (forty percent) or more of the total Shares, intends to acquire Shares or rights over Shares, by any means or title, directly or indirectly, either in one act or in a succession of acts with no time limit between them, the consequence of which is that its shareholding individually and/or jointly with the Related Person(s) represents a shareholding equal to or greater than 50% (fifty percent) of the total Shares.
6. Any Person who is a Competitor of the Company or of any Subsidiary of the Company, who individually or jointly with one or more Related Person(s), intends to acquire Shares or rights over Shares, by any means or title, directly or indirectly, either in one act or in a succession of acts without any time limit between them, the consequence of which is that its shareholding individually and/or jointly with the Related Person(s) represents a percentage equal to or greater than 5% (five percent) of the total Shares, or multiples thereof.
7. Any Contract, Agreement or legal act that intends to limit or results in the transfer of any of the rights and powers corresponding to shareholders or holders of Shares of the Company, including derivative financial instruments or transactions, as well as acts that imply the loss or limitation of the voting rights granted by the shares representing the capital stock of this Company in a proportion equal to or greater than 5% (five percent) of the total Shares into which the capital stock of the Company is divided.
8. The execution of Restricted Covenants.

The prior written favorable agreement of the Board of Directors referred to in this Item II (two roman numerals) will be required regardless of whether the purchase or acquisition of the Shares or rights over the same is intended to be made inside or outside the stock exchange, directly or indirectly, through a public offering, private offering, or by means of any other legal modality or act, in one or several transactions of any legal nature, simultaneous or successive, in Mexico or abroad.

III. Request for Authorization.

In order to request the authorization referred to in Item II (two roman numerals) above, the Person or group of Persons who intend to carry out the acquisition or enter into Restricted Agreements, must submit their request in writing to the Board of Directors, which must be addressed and delivered in a reliable manner to the Chairman of the Board of Directors, the Company's Proprietary Secretary and his Alternate, with a copy to the Chief Executive Officer, at the Company's offices. The aforementioned request must be exhausted prior to other requirements set forth in these bylaws, establishing and detailing the following:

1. The number and class of Shares which the Person in question or any Related Person, (a) owns or co-owns, either directly or indirectly or through any interposed person; or (b) in respect of which it has Control, shares or enjoys any right, whether by contract or otherwise;
2. The number and class of Shares that the Person in question or any Related Person intends to acquire, either directly or through any Person in which it has any interest or participation, whether in the capital stock or in the management, administration or operation, or through the spouse, common-law spouse or common-law spouse and persons related by blood or civil relationship up to the fourth degree or by affinity up to the third degree or through any other interposed person.
3. The number and class of Shares that the Person in question or any Related Person intends to acquire or intends to concentrate by virtue of the execution of Restricted Covenants in a period comprising the following 12 (twelve) months as of the date of the request, either directly or through any Related Person;
4. The number and class of Shares with respect to which it intends to obtain or share Control or any right, whether by contract, agreement or otherwise;
5. (a) the percentage that the Shares referred to in (i) and (ii) above represent of the total Shares issued by the Company; (b) the percentage that the Shares referred to in (i) and (ii) above represent of the total Shares representing the Class to which they correspond; (c) the percentage that the Shares referred to in (iii) and (iv) above represent of the total Shares issued by the Company; and (d) the percentage that the Shares referred to in

1. and (iv) above represent of the total Shares representative of the class to which they correspond;

1. The identity and nationality of the Person or group of Persons that intends to acquire the Shares or intends to concentrate by virtue of the execution of the Restricted Covenants, in the understanding that if any of such Persons is a Legal Entity, the following must be specified: (a) the identity and nationality of the partners or shareholders, as well as the identity and nationality of the Person or Persons who Control, directly or indirectly, the Legal Entity in question, until the Individual or Individuals who maintain any right, interest or participation of any nature in such Legal Entity are identified;
2. The reasons and objectives for which it intends to acquire the Shares subject to the requested authorization, mentioning particularly if it intends to acquire directly or indirectly (a) additional Shares to those referred to in

the authorization request (ii) a 20% (twenty percent) Participation, (iii) a 40% (forty percent) Participation; (iv) the Control of the Company.

1. the reasons and objectives for which it intends to concentrate by virtue of the execution of the Restricted Covenants that are the object of the requested authorization, mentioning particularly if it has the purpose of acquiring or becoming the direct or indirect holder of a Significant Influence or acquiring Control of the Company by any means, and if so, the manner in which such Control will be acquired;
2. Whether it is directly or indirectly a Competitor of the Company itself or of any Subsidiary or Affiliate of the Company and whether it has the power to acquire or concentrate, by virtue of the execution of Restricted Covenants, legally the Shares in accordance with the provisions of these Bylaws and applicable law; likewise, it must be specified whether the Person intending to acquire or enter into the Restricted Covenants on the Shares in question, has blood relatives, relatives by affinity up to the fourth degree, civil relatives or spouse, concubine or common-law spouse, who may be considered a Competitor of the Company or of any Subsidiary or Affiliate of the Company, or if it has any economic relationship with a Competitor or any interest or participation either in the capital stock or in the management, administration or operation of a Competitor, directly or through any Person or relative by blood, affinity or civil relationship up to the fourth degree of spouse, concubine or common- law spouse;
3. The origin of the economic resources that the applicant or its represented party intends to use to pay the price of the Shares that are the object of the application; in the event that the resources come from any financing, the identity and nationality of the Person that provides such resources to the applicant or its represented party must be specified, and the Board of Directors may request the delivery of the documentation signed by such Person that accredits and explains the conditions of such financing;(xi) If it is part of any economic group, formed by one or more Related Persons, Consortium, group of Persons that as such, in an act or succession of acts, intends to acquire Shares or rights over the same or to enter into a Restricted Agreement or, if applicable, if such economic group is the owner of Shares or rights over the same or is party to a Restricted Agreement.

1. If it has received economic resources in loan or in any other concept from a Related Person to the applicant or its represented or Competitor or has provided economic resources in loan or in any other concept to a Related Person or Competitor, with the purpose of having the price of the Shares paid;
2. The identity and nationality of the financial institution that would act as placement intermediary, in the event that the acquisition in question is carried out through a public offering; and
3. an address in Mexico City, to receive notifications and notices in connection with the application filed.
4. Accompany the application with handwritten signature, with the official documentation in original and photocopy that proves the personality of the applicant and/or the person represented, as well as the powers of attorney for, if applicable, the representation.

IV. Authorization procedure.

1.- Within ten (10) business days following the date on which the Board of Directors has reliably received the request for authorization referred to in Section III (three roman numerals) above, accompanied by all documentation evidencing the truthfulness of the information referred to therein, the Chairman of the Board of Directors or the Secretary of the Company or his Alternate, shall convene the Board of Directors to discuss and resolve on the request for authorization in question.

2.- The Board of Directors shall decide on any request for authorization no later than 90 (ninety) days following the date on which such request was submitted to such Board of Directors; provided, however, that: (i) the Board of Directors may, in any case and without incurring liability, submit the request for authorization to the Extraordinary General Shareholders' Meeting, which shall resolve with the favorable vote of seventy-five percent of the capital stock; and (ii) the Extraordinary General Stockholders' Meeting must necessarily resolve on the request for authorization with the favorable vote of seventy-five percent of the capital stock when the Board of Directors, having been summoned in terms of the provisions of these Bylaws, has not been able to meet for any reason or has not adopted a resolution with respect to the request.

The Board of Directors may request from the Person that intends to acquire the Shares or enter into the Restricted Agreements on the Shares in question, through the Chairman of the Board of Directors or the delegate authorized for such purposes, the clarifications it deems necessary to resolve on the request for authorization submitted to it, including additional documentation evidencing the truthfulness of the information that must be submitted in terms of these Bylaws, within 20 (twenty) days following the date on which the request in question was received. In the event that the Board of Directors requests clarifications or additional documentation, the requesting Person must provide the corresponding information within 20 (twenty) days following the date on which the request was made by the Board of Directors.

In the event that the term established in paragraph 2 (two) above for holding the Extraordinary General Shareholders' Meeting to resolve on the request for authorization has elapsed without such Meeting having been held, including in the event that it has been called on time, it will be understood that the respective resolution is in the sense of denying the request in question.

The Extraordinary General Shareholders' Meeting to be held to discuss a request for authorization must be called at least fifteen (15) calendar days prior to the date on which it is to be held by publishing the respective call in terms of these Bylaws, it being understood that the Agenda must expressly mention that the Meeting will be held to discuss a request for authorization in terms of this Chapter and said Meeting will have the installation and voting requirements set forth in these Bylaws.

V. Evaluation Criteria.

In evaluating the requests for authorization referred to in this Chapter, the Board of Directors and/or the Extraordinary General Shareholders' Meeting, as the case may be, shall take into account, among other factors, the following: (i) the benefit that would be expected for the development of the Company; (ii) the increase that could be presented in the value of the shareholders' investment; (iii) the due protection of the minority shareholders; (iv) whether the applicant is a Competitor of the Company, its Subsidiaries and/or affiliates; (v) whether the applicant complied with the requirements set forth in these Bylaws; (vi) the price for the acquisition of shares or rights; and (vii) the other elements that the Board of Directors or the Extraordinary General Shareholders' Meeting deems appropriate and related to factors of a financial, economic, market or business nature, the continuity or change in the strategic vision of the Company and the characteristics of the Person who has submitted the request for authorization, such as its moral and economic solvency, reputation and previous conduct.

VI. Public Purchase Offering.

1. In the event that the Board of Directors authorizes the proposed acquisition of Shares and such acquisition involves the acquisition of a 20% (twenty percent) Interest or up to a 40% (forty percent) Interest, notwithstanding such authorization, the Person seeking to acquire the Shares in question shall make a tender offer, at a price payable in cash and determined in accordance with subsection B) below for an additional 10% (ten percent) of the Shares they intend to acquire, without such acquisition, including the additional acquisition, exceeding one- half of the Common Shares with voting rights or implying a change of Control in the Company.

1. In the event that the Board of Directors or the Extraordinary General Shareholders' Meeting authorizes the request made and it refers to the direct or indirect Control of the Company, the Person intending to acquire the Shares in question must make a public purchase offer, at a price payable in cash and determined by 100% (one hundred percent) of the Shares representing the capital stock of the Company, less one of the outstanding Shares.

The public purchase offers referred to in paragraphs A and B above must be made simultaneously in Mexico and in any other jurisdiction in which the Company's Shares are registered or listed to be traded in a securities market, within 60 (sixty) days following the date on which the acquisition of the Shares in question was authorized by the Board of Directors or by the Extraordinary General Shareholders' Meeting, unless such Board or Meeting authorizes a longer period. In the event that there are securities or instruments representing two or more Shares representing the capital stock of the Company and Shares issued and circulating independently, the price of the latter will be determined by dividing the price of the aforementioned securities or instruments by the number of underlying Shares represented by such securities.

The public purchase offers referred to in items A and B above shall be made for a price payable in cash of not less than the higher of the following prices:

1. the book value of the Share according to the latest quarterly balance sheet statement approved by the Board of Directors; or
2. the highest closing price of the stock exchange operations of any of the 365 (three hundred and sixty-five) days prior to the date of the authorization granted by the Extraordinary General Shareholders' Meeting or by the Board of Directors, as the case may be; or
3. the highest price paid in the purchase of Shares at any time by the Person or Related Person acquiring the Shares that are the subject of the request authorized by the Extraordinary General Shareholders' Meeting or the Board of Directors, as the case may be.

Notwithstanding the foregoing, the Board of Directors, or the Extraordinary General Shareholders' Meeting, as the case may be, may exempt the Person intending to make the acquisition of the Shares in question from making any of the public purchase offers referred to in paragraphs A and B above, or may authorize, at its sole discretion, that the tender offer be made at a price different from the price resulting from the preceding paragraphs, which may be based on an opinion issued by an independent advisor expressing the reasons why the terms of the tender offer are deemed justified.

The Person or Related Person who makes any acquisition of Shares authorized by the Extraordinary General Shareholders' Meeting or by the Board of Directors and who should have carried out a tender offer pursuant to subparagraphs A and B above, as the case may be, shall not be registered in the Company's share registry until such time as such tender offer has been successfully concluded.

Consequently, such Person may not exercise the corporate rights corresponding to the Shares whose acquisition has been authorized until such time as the tender offer has been successfully concluded.

In the case of Persons or Related Persons who are already shareholders of the Company and, therefore, are registered in the Company's share registry, the acquisition of Shares authorized by the Extraordinary General Shareholders' Meeting or by the Board of Directors shall not be registered in the Company's share registry until such time as the tender offer to be made has been successfully concluded and, consequently, such Persons may not exercise the corporate rights corresponding to the Shares acquired.

In the event that the Board of Directors receives, once it has granted the corresponding authorization but before the acquisition acts in question have been concluded, an offer from a third party, reflected in an application, to acquire all the Shares, on better terms for the shareholders or holders of the referred instruments or instruments

representing Shares of the Company, the Board of Directors shall have the power to revoke the authorization previously granted and to authorize the new transaction in charge of the third party, without in such case the Board of Directors or its members having any liability whatsoever.

If the Board of Directors denies the aforementioned authorization, it may designate one or more purchasers of the Shares to be disposed of, who will have the right to acquire part or all of the corresponding Shares, and must pay the party interested in disposing of its Shares an amount equivalent to the Market Value of such Shares. The transaction must be carried out within 60 (sixty) days following the designation of the purchaser by the Board of Directors. In the aforementioned designation, the Board of Directors shall consider the factors it deems pertinent considering the interests of the Company and its shareholders, including factors of a financial, market and business nature, the moral and economic solvency of the buyer and possible conflicts of interest. In the event that the acquisition of Shares by the purchaser designated by the Board of Directors implies the acquisition of a 20% (twenty percent) or a 40% (forty percent) Interest or a change of Control in the Company, the rules set forth in paragraphs A and B above, as the case may be, and the applicable rules set forth in this clause shall apply, unless otherwise authorized by the Board of Directors.

VII. Additional Powers.

1. - The Board of Directors or the Extraordinary General Shareholders' Meeting, as the case may be, shall be empowered to determine whether one or more Persons who intend to enter into the Restricted Covenants or acquire or have acquired Shares are acting or may be presumed to be acting jointly, in coordination or in concert with others, or whether they are Related Persons, in which cases, the Persons in question shall be considered as a single Person for the purposes of the provisions of this Chapter.

Without limiting the foregoing, it shall be presumed that two or more Persons are acting jointly or in concert when they are related by reason of kinship, are part of the same Business Group, Consortium, business or asset group, or when there is any agreement or arrangement between them that refers to their respective ownership of Shares or the rights derived therefrom, to make or impose decisions at Shareholders' Meetings or with respect to the exercise of the rights derived from such Shares.

1. Likewise, the Board of Directors and the Extraordinary General Shareholders' Meeting, as the case may be, may determine the cases in which the acquisition in question implies or could imply the acquisition of Control over the Company or those cases in which the Shares whose holders are different Persons, for the purposes of the provisions of this Chapter and subsequent provisions of these Bylaws, shall be considered as Shares of the same Person.

VIII. - Characteristics of the Authorizations.

1. Authorizations granted by the Board of Directors or by the Extraordinary General Shareholders' Meeting in accordance with the provisions of this Chapter:

1. empower the recipient to acquire the Shares in question up to the maximum amount or percentage indicated in the corresponding authorization, for which purpose the Board of Directors shall take into account the information and considerations submitted by the acquirer when submitting its request for authorization, particularly as to whether or not it intends to carry out acquisitions of Shares or enter into additional Restricted Covenants within a period of 12 (twelve) months from the date of the request; and

1. may provide that the authorization in question shall be in effect for a specified period of time during which the acquisition of the Shares or the execution of the Restricted Agreement in question must be carried out.

1. Authorizations of the Board of Directors or the Extraordinary General Shareholders' Meeting shall not be transferable, unless otherwise indicated in the respective authorization or unless the Board of Directors authorizes their transfer.
2. - Authorizations granted by the Board of Directors or by the Extraordinary General Shareholders' Meeting with respect to requests made pursuant to this Chapter shall cease to have effect if the information and documentation on the basis of which such authorizations were granted are not, or are no longer, truthful.

IX. - Exceptions.

The authorization and/or tender offer referred to in this Chapter shall not be required in the event of:

1. acquisitions or transfers of Shares made by succession, whether by inheritance, bequest or other dispositions or instruments operating mortis causa;
2. the increase in the percentage of shareholding of any shareholder of the Company resulting from a decrease in the number of outstanding Shares resulting from a repurchase of Shares by the Company or from an early redemption of Shares;
3. the increase in the percentage of shareholding of any shareholder of the Company, if any, resulting from the subscription of Shares derived from capital increases made by such shareholder in proportion to the number of Shares held prior to such capital increase in terms of Article 132 (one hundred and thirty-two) of the General Corporations Law or in a public offering in terms of Article 53 (fifty-three) of the Securities Market Law, provided that it is so authorized by the Shareholders' Meeting or the Board of Directors;
4. acquisitions of Shares by the Company or its Subsidiaries, or by trusts organized by the Company or its Subsidiaries, or by any other Person Controlled by the Company or its Subsidiaries; and (v) acquisitions of Shares by the Company or its Subsidiaries, or by any other Person Controlled by the Company or its Subsidiaries; and (vi) acquisitions of Shares by the Company or its Subsidiaries.
5. the acquisition of Shares by: (a) the Person or Group of Persons who maintain effective control of the Company;
   (b) by any Legal Entity under the Control of the Person referred to in the immediately preceding subsection (a);
   (c) by the succession of the Person referred to in the preceding subsection (a); (d) by the lineal ascendants or descendants of the Person referred to in (a) above; (e) by the Person or Group of Persons referred to in (a) above, when it reacquires shares of any Legal Entity referred to in (b) above or the ascendants or descendants referred to in (c) and (d) above.
6. acquisitions made by the members of the Board of Directors who are owners of the Company, who are not independent Directors, in order not to generate a conflict of interest.
7. Acquisitions at market price resulting from a redistribution of common shares among members of the same Group of Persons, whether or not the latter prevails, provided that the acquirers have been shareholders of the Company for more than five years and the Group of Persons that maintains Control as a result of the acquisition has held a relevant percentage of the capital stock during such period.