REPORT OF THE CORPORATE PRACTICES AND AUDITING COMMITTEE

José Kuri Harfush
Chairman

Antonio Cosío Ariño

Claudio X. González Laporte

Rafael Moisés Kalach Mizrahi

To the Board of Directors:

As the chairman of the Corporate and Auditing Practices Committee of Grupo Carso, S.A.B. de C.V. (the “Committee”), I submit the following annual report of activities for the 2012 fiscal year.

Corporate Practices, Evaluation and Compensation

The director general of Grupo Carso, S.A.B. de C.V. (the “Company”) and the executives of the corporate entities controlled by the Company, satisfactorily complied with the stated goals and with their responsibilities.

The transactions with affiliates submitted to the consideration of the Committee were approved. Among them are the following significant transactions, each of which represents more than 1% of the consolidated assets of the Company, executed successively:

Teléfonos de México, S.A.B. de C.V., for installation services of the external plant, optical fiber and network design, including the sale of copper and fiber optic telephone cable; call center services, telephone installation services and sale of telephone articles; food service and commission for the sale of junk, salvaging and substitution of automobiles for fleets; Minera Real de Angeles, S.A. de C.V. and Minera San Francisco del Oro, S.A. de C.V., for services of transformers, control panels, substations, engine control center, instrumentation for cyclone control, generators, water pumping equipment, installations, start-up processes, transportation and cable; and construction projects; Embratel Participacaoes, S.A., for the sale of cable and fiber optics in Brazil; Delphi Packard Electric Systems for the sale of harness, cable and automotive engineering services, Constructora Mexicana de Infaestructura Subterránea, S.A. de C.V. for infrastructure in the Túnel Emisor Oriente project; Minera Tayahua, S.A. de C.V. for services of transformers, control panels, substations, engine control center, and instrumentation for cyclone controls; Concesionaria de Carretaras y Libramientos del Pacífico Norte, S.A. de C.V. for infrastructure on the highway project of the Farac Culiacán, and Radiomóvil Dipsa, S.A. de C.V., for the purchase of equipment, cellphone plans and telephone cards, among others.

All transactions with related parties were carried out at market prices and reviewed by Galaz, Yamazaki, Ruiz Urquiza, S.C., and a summary of them is contained in a note of the certified financial statements of Grupo Carso, S.A.B. de C.V. and subsidiaries at December 31, 2012.

The CEO of Grupo Carso, S.A.B. de C.V. receives no remuneration for his activity. The Company does not have employees, and as to remuneration of the relevant executives of the companies controlled by the Company, we verified that they complied with the policies approved by the Board of Directors.

The Board of Directors of the Company granted no exemption to any members of the Board, relevant executives or anyone in an executive position to take advantage of business opportunities, either for himself or for third parties, that correspond to the Company or to the corporate entities it controls or in which it has a significant influence. The Committee, on its part, granted no exemptions for the operations referred to in paragraph c), Section III, Article 28 of the Securities Market Law.

Auditing Functions

The internal control and internal auditing system of Grupo Carso, S.A.B. de C.V. and of the corporate entities controlled by it are satisfactory and comply with the guidelines approved by the Board of Directors, as observed in the information provided to the Committee by management of the Company and in the external audit certification.

We have no knowledge of any relevant default on the guidelines and operation and accounting registry policies of the Company or of the corporate entities controlled by it and, consequently, no preventive or corrective measures were implemented.

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, 2012, 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.

Moreover, approval was given for Galaz, Yamazaki, Ruiz Urquiza, S.C. to provide to some subsidiaries of Sears the following additional audit services: assessment on digitalization of diverse documents.

As a result of the review of the financial statements of Grupo Carso, S.A.B. de C.V. and subsidiaries at December 31, 2012, 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.

Finance and Planning Functions

During the 2012 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 2012 fiscal 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.

The Chairman
José Kuri Harfush