wal-mart de mexico informs on the details of the proposal

WAL-MART DE MEXICO INFORMS ON THE DETAILS
OF THE PROPOSAL THAT THE BOARD OF DIRECTOS WILL
SUBMIT FOR APPROVAL AT THE NEXT ANNUAL
SHAREHOLDERS’ MEETING
FREE TRANSLATION, NOT TO THE LETTER
Mexico City, March 12, 2012
Wal-Mart de Mexico, S.A.B. de C.V. (WALMEX) informs its shareholders as well as the public in general
on the proposals that the Board of Directors will present during the Annual Shareholders’ Meeting, to take
place on March 27, 2012 in Mexico City.
Dividend Payment
Approval of the project of paying a cash dividend of $0.44 pesos per share, and an extraordinary dividend
of $0.11 per share, that add up to a total of $0.55 per share, upon receipt of coupons 53 and 54. Both
dividends will be paid in one exhibition on April 30, 2012.
Board of Directors
Ratification and appointment approval of the following members of the Board of Directors:
Directors
Eduardo Solórzano
Shelley Broader
Olga González
Rafael Matute
Doug McMillon
Kristin Oliver
Salvador Paiz *
Scot Rank
Cathy Smith
Blanca Treviño *
Ernesto Vega *
Alternate Directors
Adolfo Cerezo *
Antonio Echebarrena *
Juan Manuel Márquez *
Gian Carlo Nucci
Philippe Schrader
Farley Sequeira
* Independent Directors
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A brief profile of the new proposed members of the Board of Directors is shown:
Adolfo Cerezo is a Chemical Engineer with a degree from the National Autonomous University of
Mexico, a Master in Business Administrations from the Instituto Panamericano de Alta Dirección de
Empresas (IPADE) and postgraduate studies at the ‘Center for Future Research’ of the University of
Southern California and in the Harvard Business School.
He was the Director of Finance and Administration of TELMEX from 1991 to August 2011, date when he
retired. Previous to this position, he occupied various roles since he started in TELMEX in 1978, including
Treasurer and Financial Analysis Manager.
He has been a Board Member of Inbursa Bank, Executive Committee Member for all TELMEX’S
subsidiary businesses, Consultant for the World Bank, President of the Committee of Issuers on the
Mexican Stock Exchange, Professor at master’s level at the Instituto Politécnico Nacional and a lecturer in
various forums for finance and telecommunications.
Farley Sequeira was born in Nicaragua. He has a bachelor in Business Administration and Marketing
from the New Orleans University and postgraduate studies at the Instituto Panamericano de Alta
Dirección de Empresas (IPADE). He joined Walmart de México as a Management Trainee on March 29,
1993, and since then, he has developed a strong career and wide experience while working at
Merchandising, Operations and Real Estate areas.
In 1994, Farley became a buyer of Sporting Goods, Toys, Electronics and Appliances.
In 1996, he was transferred to Bodega Aurrerá Operations, where he was promoted to Operations
Assistant Director in 1997.
In 1998, he became the Food Merchandising Assistant Director for Walmart Supercenter.
The following year, in 1999, Farley was promoted to Centralized Merchandising Director, and later
became the Self-Service General Merchandise Director. Afterwards, he was appointed Fresh Vice
President, and later on, Bodega Aurrerá Growth Vice President. In 2011, he was appointed Supercenter
Groceries Merchandising Vice President.
Audit and Corporate Practices Committees
Proposal to maintain both committees integrated only by independent members.
Year 2011 Results
The reports from the Board of Directors, the Audit and Corporate Practices committees, and from the
CEO will be presented. These reports are part of the Wal-Mart de Mexico Annual Report, which is
available at our Corporate and Investor Relations websites.
Approval of the financial information for the year 2011, audited by Mancera, S.C. (a member practice of
Ernst & Young Global), and approved by the Board of Directors during a meeting held on February 20,
2012, the date on which this information was released through the Mexican Stock Exchange.
Repurchase of Shares
Approval of the project to cancel 100,997,000 shares, currently held at treasury and stemming from the
repurchase of shares.
Approval of the amount of $5 billion pesos as the maximum amount that the Company may use in
repurchase of own shares in 2012.
Amendment to Clause Five of the Bylaws
Recognizing the total number of shares after cancelling shares repurchased throughout 2011, and the
1,586,861 shares that were issued and delivered to Intersalt, S.de RL., on February 15, 2012, pursuant to
the obligations outlined in the Purchase Agreement for the acquisition of Wal-Mart Central America, on
December 5, 2009, and to the agreements adopted in the Assembly held on December 22, 2009 and
March 11, 2010.
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Amendment to Clauses Nine and Nineteen of the Bylaws
They are amended pursuant to that expressed under Articles 24 and 25, respectively, under the
Securities Market Law.
Report on Compliance with Tax Obligations
Opinion on the certification of compliance with fiscal obligations for the year 2010, presented by C.P.C.
Enrique Antonio García Camargo, partner of Mancera, S.C. (a member practice of Ernst & Young Global),
and dated September 29, 2011.
Report on the Employee Stock Option Plan
As of December 31, 2011 the employee stock option plan fund consists of 263,579,106 Walmex shares,
which have been placed in a trust created for such purpose. All employee stock options are granted at a
value that is not less than the market value on the date of grant.
Wal-Mart de Mexico Foundation
Shareholders will be informed on the activities of the Wal-Mart de Mexico Foundation. This information is
available on the Walmart de México y Centroamérica 2011 Financial and Social Responsibility Report,
which is available at our Corporate and Investor Relations websites.
Websites
Corporate: www.walmartmexico.com.mx
Investor Relations: www.walmex.mx
Contacts
Investor Relations
Corporate Communication
Mariana Rodríguez de García
(52-55) 5283-0289
[email protected]
Antonio Ocaranza Fernández
(52-55) 5283-0271
[email protected]
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