REPORT OF THE AUDIT AND CORPORATE PRACTICES COMMITTEE

TO THE BOARD OF DIRECTORS OF Operadora de Sites Mexicanos, S.A.B. DE C.V.

In accordance with article 43, sections I and II of the Mexican Securities Market Act (LMV, by its initials in Spanish), and pursuant to the recommendations contained in the Code of Best Corporate Practices published by the Mexican Business Coordinating Council on behalf of the Audit and Corporate Practices Committee of Operadora de Sites Mexicanos, S.A.B. de C.V. (the “Company”), we hereby present to you our report on the activities carried out by this corporate committee in fulfillment of its duties during the fiscal year ended December 31, 2021.

One of the basic responsibilities of Company management is to issue financial statements that have been prepared on the basis of applicable financial reporting standards. These financial statements should reflect in a clear, sufficient and when necessary, up-to-date manner, the operations of the Company and the corporations it controls. Furthermore, Company management is charged with introducing appropriate internal control and internal audit systems, and appropriately and promptly disclosing any material information on the company and the corporations it controls, for the investing public as provided for by law.

As an auxiliary body of the Board of Directors, the Audit and Corporate Practices Committee is responsible for overseeing the management, direction and execution of the Company’s businesses and those of the corporations it controls, and for verifying the Company’s compliance with various operating and internal control procedures. Accordingly, the Company’s Audit and Corporate Practices Committee has reviewed the consolidated financial statements with figures as of December 31, 2021, and the opinion of the Company’s Statutory Auditor and Independent External Auditor regarding that information.

In fulfillment of its primary audit responsibilities, the Committee carried out the following activities:

1. We maintained effective communications with the Statutory Auditor and Independent External Auditor, on which basis we are able to report that the quality of the audit report as well as the communiqués and interim reports were consistent with the applicable laws and regulations on the provision of its services.
2. We observed no relevant cases of non-compliance with the operating or accounting guidelines or policies of the Company or its subsidiaries as of December 31, 2021. Therefore, it was not necessary to apply any preventive or corrective actions in the Company.
3. The Company required services other than those of the external audit from the Independent External Auditor during the fiscal year. Those services were engaged following an analysis of their suitability in terms of the applicable legal provisions considering the independence of the External Auditor.
4. We reviewed the financial statements for the Company and its subsidiaries as of December 31, 2021, the report of the Statutory Auditor and the Independent External Auditor’s report, and the accounting policies used in preparing the financial statements and verified that all necessary information was disclosed in keeping with current regulations.
5. There were no modifications and/or approved authorizations regarding the accounting policies of the Company or its subsidiaries for fiscal year 2021.
6. We followed up on implementation of the Company’s policies and processes regarding risk management, internal control and auditing, as well as the status of the internal control system, verifying the various non-relevant deficiencies or discrepancies detected by the internal audit area, and the measures taken to correct them; it should be noted that we detected no relevant breaches of the internal control policies established by the Company.
7. We reviewed and recommended that the Board of Directors approve the transactions carried out by the Company under the terms mentioned in article 28 of the Securities Market Law, particularly with regard to transactions with related parties, ascertaining that these were carried out at market values and on the basis of the corresponding transfer price studies. We also saw to it that these transactions were reviewed by the Company’s Independent External Auditor, as indicated in the corresponding note to transactions with related parties in the report on the consolidated financial statements of the Company with data as of December 31, 2021.
8. We followed up on the resolutions of the shareholders’ meeting and the board of Directors.
9. We followed up on the progress of the merger between the Company, as merging entity, and Telesites, S.A.B. de C.V. as merged company, and the necessary filings with the National Banking and Securities Commission, the Mexican Stock Exchange, and the S.D. Indeval (the National Securities Depository).
   

Additionally, and in fulfillment of its primary Corporate Practices duties, the Committee carried out the following activities:

1. Evaluated the performance of key executives of the Company and its subsidiaries, as well as their performance as Trust Administrator.
2. Reviewed and followed up on transactions with related parties, which were carried out during the ordinary course of business and under market conditions.
3. Analyzed the process of hiring and compensation of Company employees, the CEO and other key executives, including compensation for Board Members.
4. Continued supervision of the Company’s corporate and legal situation, verifying that it remained in compliance with the applicable laws and regulations.

No observations were received from shareholders, board members, the CEO, key executives, employees or outside parties regarding accounting practices, internal controls or issues relating to internal or external audits of the Company, nor were there any reports of material actions or situations deemed irregular in its administration or which may have had an adverse effect on the Company’s financial situation.

We have reviewed the consolidated financial statements of the Company for the fiscal year ended December 31, 2021, and the opinions of the Company’s Statutory Auditor and Independent External Auditor, finding that they were prepared in accordance with accounting policies, procedures and practices consistent with financial reporting standards, and we agree with the content of that opinion as we believe they reasonably reflect the financial position of the Company as of December 31, 2021. We believe the management, direction and execution of the Company’s businesses during fiscal year 2021 was carried out appropriately by Company management.

We make the foregoing statement for the purpose of complying with the obligations entrusted to this corporate body and provided for in the Securities Market Act, and with any other duty that has been or is entrusted to us by the Company’s Board of Directors, further noting that in the preparation of this report we took into account the opinion of key executives of the Company.

Sincerely

Luis Ramos Lignan
Chairman of the Audit and Corporate Practices Committee
Operadora de Sites Mexicanos, S.A.B. de C.V.