INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Stockholders of Grupo Carso, S.A.B. de C.V. and Subsidiaries

We have audited the accompanying consolidated financial statements of Grupo Carso, S.A.B. de C.V. and subsidiaries (the “Entity”), which comprise the consolidated statements of financial position as of December 31, 2012 and 2011 and January 1, 2011 (transition date), the consolidated statements of comprehensive income, changes in stockholders’ equity and cash flows for the years ended December 31, 2012 and 2011, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management deems necessary for the preparation of consolidated financial statements that are free of material misstatement, whether due to fraud or error.

Responsibility of Independent Auditors

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Grupo Carso, S.A.B. de C.V. and subsidiaries as of December 31, 2012 and 2011 and January 1, 2011 (transition date) and their financial performance and their cash flows for the years then ended in accordance with International Financial Reporting Standards.

Emphasis of matter

As mentioned in Note 2, beginning January 1, 2011, the Entity adopted International Financial Reporting Standards, and consequently, the financial statements for the year ended December 31, 2011 have been restated to make them comparable with those of 2012. Previously, the 2011 financial statements had prepared based on Mexican Financial Reporting Standards. The effects of the transition to International Financial Reporting Standards on the consolidated financial position and consolidated financial performance are shown in Note 35.

The accompanying consolidated financial statements have been translated into English for the convenience of readers.

Galaz, Yamazaki, Ruiz Urquiza, S. C.
Member of Deloitte Touche Tohmatsu Limited

C. P. C. Luis Javier Fernández Barragán
April 3, 2013