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Report of the

Corporate

and Auditing

Practices Committee

The performance of the Galaz, Yamazaki, Ruiz Urquiza, S.C. and Camacho, Camacho y Asociados, S.C. accounting firms, the corporate entities that conducted the audit of the financial statements of Grupo Carso, S.A.B. de C.V. and subsidiaries to December 31, 2011, and of the external auditor in charge of said audit, was satisfactory and the objectives agreed at the time they were retained were achieved. In addition, according to the information provided by said firms to the management of the Company, their fees for the external audit represented a percentage less than 20% of their total revenue.

 

On the other hand, approval was given for Galaz, Yamazaki, Ruiz Urquiza, S.C. to provide to Grupo Carso, S.A.B. de C.V. and to some of its subsidiaries the following additional services: review of financial statements of the companies spun off from The Company in the real estate industry, and revision through the auditing of the initial balances for the IFRS.

 

As a result of the review of the financial statements of Grupo Carso, S.A.B. de C.V. and subsidiaries at December 31, 2011, no adjustments were required to the audited figures contained in said financial statements.

 

Pursuant to the information provided to us by the management of the Company and the meetings we held with the external and internal auditors without

the presence of the Company’s officers, and to the best of our knowledge, there were no relevant comments from shareholders, members of the Board, relevant executives, employees or, in general, any third party, related to the accounting, internal control and matters related to the internal or external audit, nor claims by said persons regarding any irregularity in the management of the Company.

 

During the period to which this report refers, we verified that the resolutions adopted by shareholders’ meetings and the Board of Directors of the Company were duly complied with. In addition, according to the information provided to us by the management of the Company, we verified that it has controls that allow for determining that it complies with provisions applicable to the stock market and that the legal department conducts a review at least once a year to verify said compliance, and there were no comments in this respect or any adverse change in the legal situation.

 

With respect to financial information prepared by the Company and filed with the Bolsa Mexicana de Valores (Mexican Stock Exchange) and the Comisión Nacional Bancaria y de Valores (National Banking and Securities Commission), we verified that the information was prepared under the same principles, criteria and accounting practices with which the annual information is prepared.

cha información se elabora bajo los mismos principios, criterios y prácticas contables con los que se elaborará la información anual.

 

Finance and Planning Functions

During the 2011 fiscal year, the Company and some of the entities under its control effected significant investments. In this regard, we verified that the financing was carried out in accordance with the strategic plan of the Company over the medium and long terms. In addition, we evaluated from time to time that the strategic position of the Company was conformed to said plan. We also reviewed and evaluated the budget for the 2011fiscal year together with financial projects that were taken into account for its preparation, which include the principal investments and financial transactions of the Company, which we consider are viable and congruent with investment and financing policies and with the strategic vision of the Company.

 

For the preparation of this report, the Committee for Corporate and Auditing Practices evaluated information provided by the director general of the Company, the relevant executives of the corporate persons controlled by the Company and by the external auditor.

 

Lic. José Kuri Harfush

Chairman

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