The Company may acquire its own shares through the BMV, subject to the following terms and conditions:
- The acquisition will be made through the BMV
- The acquisition will be made at the market price of the shares, unless the CNBV has authorized its acquisition through public offering or auction
- The purchase price must be charged to stockholders' equity without the need to reduce capital stock, or else, it shall be charged to capital stock and the shares acquired will be converted into treasury shares. In either case, the approval of the shareholders' meeting will not be required
- The number of shares acquired and their purchase price must be disclosed to the public
- The Annual General Meeting will determine annually the maximum amount that may be allocated to the acquisition of the Company’s own shares in a given fiscal year, with the sole limitation that the sum of resources may in no case exceed the total balance of the Company's net income, including retained earnings
- The Company must be current with its payment obligations related to the debt securities issued by the Company that are registered in the RNV
- Any acquisition of shares must comply with the requirements set forth in article 54 of the LMV; and the Company must maintain a sufficient number of shares in circulation to meet the trading volumes required by the markets where such shares they are listed.
As long as the shares belong to the Company, the economic and voting rights corresponding to such shares may not be exercised and will not be considered outstanding for purposes of calculating the quorum or the number of votes in the meetings held during such period.
Acquisition of shares by subsidiaries of the Company
The subsidiaries of the Company may not acquire or invest directly or indirectly in shares representing the capital stock of the Company unless the respective acquisition is made through an employee stock option plan in accordance with the provisions of the LMV.
Amortization
In accordance with the provisions of the Company's bylaws, the shares representing its capital stock may be redeemed through:
- Reduction of capital
- Application of retained earnings
Subject in both cases to the approval of the shareholders' meeting.
In the event of redemption through capital reduction, the shares to be redeemed will be distributed proportionally among the shareholders. In the case of amortizations with retained earnings, the amortization will be made:
- Through a public tender offer through the BMV at the market price of such shares, under the terms of the law and the bylaws
- Proportionally among all shareholders
- By lottery, if the amortization is made at a price other than the market price