PROPOSALS TO BE DISCUSSED FOR APPROVAL BY THE ANNUAL GENERAL ORDINARY SHAREHOLDERS' MEETING OF COCA-COLA FEMSA, S.A.B. DE C.V. (THE "COMPANY"), TO BE HELD ON MARCH 28, 2022 AT 12:00PM.

The Shareholders of the Company are hereby informed about the proposals that will be presented and submitted to the Annual General Ordinary Shareholders' Meeting of the Company, which will be held on March 28, 2022, at 12:00 (twelve) hours at the ground floor of the building located at Calle Mario Pani #100, Colonia Santa Fe Cuajimalpa, Alcaldía Cuajimalpa de Morelos, zip code 05348, in Mexico City:

I.- Report of the chief executive officer of the Company, which includes the financial statements of the Company for the 2021 fiscal year; the opinion of the Board of Directors of the Company regarding the content of the report of the chief executive officer; reports of the Board of Directors of the Company regarding the main policies and accounting and information criteria applied during the preparation of the Company's financial information, including the report of the operations and activities of the Company during the 2021 fiscal year; and the reports of the chairmen of the Audit and Corporate Practices committees of the Company; pursuant to article 28 subsection IV of theMexican Securities Market Law (Ley del Mercado de Valores) (the "Law").

Sole

The following reports and opinion will be submitted for approval of the meeting:

  1. Report of the chief executive officer of the Company prepared in accordance with the provisions of article 172 of the General Law of Commercial Companies (Ley General de Sociedades Mercantiles), which contains the financial statements of the Company for the 2021 fiscal year;
  2. Opinion of the Board of Directors regarding the content of the report of the chief executive officer;
  3. Reports of the Board of Directors regarding: (i) the main policies and accounting and information criteria applied during the preparation of the Company's financial information; and (ii) their operations and activities during fiscal year 2021.
  4. Annual report of the Audit Committee; and
  5. Annual report of the Corporate Practices Committee.

1

II.- Application of the results for the 2021 fiscal year of the Company, which will include a dividenddeclaration and payment in cash, in Mexican Pesos.

Sole

Based on the financial statements that are presented and approved, the proposal to be

submitted for approval of the Meeting with respect to the application of the results

corresponding to the year 2021, will be as follows:

  1. That the net profit for the fiscal year, shall remain in the account of retained earnings available for distribution;
  2. Pay a cash dividend to the shareholders, in the amount of $11,407'519,183.00 Mexican Pesos, consisting of $0.67875 Mexican Pesos, for each share outstanding at the date of payment; and
  3. For the dividend to be paid in two installments, equivalent to $0.3150 Mexican Pesos per share, and the second one equivalent to $0.339375 M.N., per share. Therefore, the dividend per unit (3 Series "B" shares and 5 Series "L" shares) will be the amount of $5.43 Mexican Pesos.

III.- Determination of the maximum amount for the Company's stock repurchase fund.

Sole

The proposal to establish that the maximum amount of resources that may be used for the

repurchase of Company's stock for the year 2022, and until the next Annual General

Ordinary Shareholders' Meeting is held, shall be $5,000'000,000.00 (five billion Mexican

Pesos 00/100). This is the same amount as the amount approved by the Annual General

Ordinary Shareholders' Meeting for the year 2021 for this purpose.

IV.- Election of the members of the Board of Directors

Sole

Each Series "L" nominated director will be voted individually by the Meeting.

The names and biographies of the persons proposed to the Meeting as members of the

Board of Directors of the Company, are available at the Company's website in the following

link:https://coca-colafemsa.com/inversionistas/informacion-a-accionistas/asamblea-de-

accionistas/

2

V.- Resolution with respect to the remuneration of the members of the Board of Directors, qualification of their Independence, and election of the chairman and secretaries of the Board ofDirectors.

First

The proposal for the compensation to be paid to the members of the Board of Directors

for the performance of their duties per attendance at each meeting of the Board of

Directors, is as follows:

  • US$ 13,000.00 for the members of the Board of Directors with foreign nationality and residence; and
  • US$ 9,000.00 for other members of the Board of Directors.

Second

The Meeting will qualify the independence of Messrs. Alfonso González Migoya, Daniel

Javier Servitje Montull, Enrique F. Senior Hernández, Francisco Zambrano Rodríguez,

Jaime A. El Koury, Luis Alfonso Nicolau Gutiérrez, Luis Rubio Freidberg, Ricardo Guajardo

Touché and Víctor Alberto Tiburcio Celorio.

Third

Mr. José Antonio Fernández Carbajal will be nominated as chairman of the Board of

Directors, and Messrs. Alejandro Gil Ortiz and Carlos Luis Díaz Sáenz will be nominated as

proprietary and alternate non-member secretaries of the Board of Directors, respectively.

VI.- Election of the members of the following Committees of the Company (i) Planning and Finance,

  1. Audit and (iii) Corporate Practices; appointment of each of their respective chairman andresolution with respect to their compensation.

First

The proposal of persons who will integrate the Planning and Finance, Audit and Corporate

Practices Committees will be presented to the Meeting.

The names and biographies of the people who will be proposed to serve on the Company's

Planning and Finance, Audit and Corporate Practices Committees are available at the

Company's website at the following link: https://coca-colafemsa.com/en/investor-

relations/information-forshareholders/shareholders-meeting/.

Second

The proposal for the compensation to be paid to the members of the Committees for the

performance of their duties Committees per attendance to each of the Committees'

meetings, is the following:

- US$ 6,500.00 for the Chairman of the Audit Committee; and

- US$ 5,000.00 for other Directors members of the Committee.

3

VII.- Appointment of delegates for the formalization of the Meeting´s resolutions.

Sole

The proposal to appoint Julio César Cristiani Arce and Sergio Rodríguez Pérez, as delegates

to formalize the agreements adopted by the meeting and, when applicable, formalize

before a Notary Public and register the meeting's minutes, will be submitted to the

Meeting.

4

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Coca-Cola FEMSA SAB de CV published this content on 05 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 March 2022 02:18:00 UTC.