AUDIT AND CORPORATE PRACTICES COMMITTEE REPORT
April 9, 2025
BOARD OF DIRECTORS
OPERADORA DE SITES MEXICANOS, S.A.B. DE C.V.
PRESENTES
In terms of Article 43, sections I and II of the Securities Market Law and in compliance with the recommendations contained in the Code of Principles and Best Corporate Governance Practices published by the Business Coordinating Council, on behalf of the Audit and Corporate Practices Committee of Operadora de Sites Mexicanos, S.A.B. de C.V. (the “Society”), we inform you about the activities of this social body in terms of auditing and corporate practices during the fiscal year ending December 31, 2024.
It should be noted that one of the fundamental responsibilities of the Society's administration is the issuance of financial statements prepared based on the applicable financial reporting standards. These financial statements must clearly, sufficiently, and in an updated way reflect the operations of the Society and the moral persons it controls. Additionally, the Society's administration is responsible for implementing adequate internal control and internal audit systems and adequately and timely disclosing relevant information of the Society and the moral persons it controls to the investing public in terms of applicable legal provisions.
The Audit and Corporate Practices Committee, acting as an auxiliary body of the Board of Directors, is responsible for, among other duties, overseeing the management, direction, and execution of the Company’s operations and those of its controlled entities, as well as verifying the Company’s compliance with various operational and internal control procedures. In the course of its duties, the Audit and Corporate Practices Committee reviewed the consolidated financial statements of the Company as of December 31, 2024, along with the Independent External Auditor’s opinion on such financial information.
In compliance with its primary audit-related functions, the following activities were carried out:
The performance of the audit firm Mancera, S.C., a member of Ernst & Young Global Limited (“Mancera”), was evaluated and deemed satisfactory. As a result, the Committee recommended to the Board of Directors the renewal of Mancera’s appointment as the Company’s Independent External Auditor to review the financial statements and issue the corresponding opinion for the Company and its controlled entities for fiscal year 2024. The interim financial information prepared and presented by the Company was also reviewed and found to be clear, accurate, and compliant with International Financial Reporting Standards (IFRS).
Prior to Mancera’s engagement as External Auditor, the Committee validated that the firm: (i) met the personal, professional, and independence requirements set forth by applicable law and regulations, and (ii) submitted a declaration of compliance with the quality control standards relevant to the audit year. The terms of the audit engagement were also reviewed.
The Committee approved the fees payable to the External Auditor, as well as the audit plan for the 2024 financial statement audit.
Effective communication was maintained with the Independent External Auditor regarding activities related to the audit and the issuance of the opinion on the financial statements of the Company and its controlled entities for fiscal year 2024.
No significant breaches of the Company’s operational guidelines or accounting policies, either at the Company or its subsidiaries, were reported as of December 31, 2024.
The Company engaged the External Auditor to provide non-audit services during the year. These services were approved after evaluating their appropriateness in accordance with legal provisions and with a focus on maintaining auditor independence.
The financial statements of the Company and its controlled entities as of December 31, 2024, were reviewed, along with the Independent External Auditor’s report and the accounting policies used in their preparation. The Committee confirmed that all required disclosures were made in accordance with applicable regulations.
No modifications or authorizations were made regarding the accounting policies of the Company or its subsidiaries for the 2024 fiscal year.
The Committee monitored compliance with the Company’s risk management, internal control, and audit policies and procedures, including the status of the internal control system. Minor deficiencies or deviations identified by the internal audit department were reported to the Committee, along with the remedial actions taken by management. No material breaches of internal control policies were identified.elevantes a las políticas de control interno establecidas por la Sociedad.
The 2024 internal audit work plan was approved, and its execution was monitored.
The Committee supported the Board of Directors in the preparation of the reports required under Article 28, Section IV of the Mexican Securities Market Law (LMV).
The Committee reviewed and recommended to the Board of Directors the approval of transactions conducted by the Company in accordance with Article 28 of the LMV. For related-party transactions, it was verified that they were carried out at arm’s length and, where applicable, supported by transfer pricing studies. These transactions were also reviewed by the Company’s External Auditor.
The Committee monitored compliance with the resolutions passed by the Company’s Shareholders’ Meeting and Board of Directors.
In compliance with its responsibilities related to corporate practices, the Committee carried out the following activities:
Evaluated the performance of the Chief Executive Officer and key executives of the Company and its subsidiaries, as well as their role in managing the OPSIMEX 4594 Trust.
Reviewed and monitored related-party transactions, confirming that they were conducted within the ordinary course of business and under market conditions.
Analyzed the Company’s hiring and compensation practices for employees and key executives, including Board compensation.
Based on the Company’s performance and meetings held with the CEO and key executives; the Committee considers their 2024 performance to have been satisfactory.
No requests were received regarding exemptions under Article 28, Section III, paragraph f) of the LMV.
Maintained oversight of the Company’s corporate and legal standing, confirming compliance with applicable regulations.
It is worth noting that no observations were received from shareholders, Board members, the CEO, key executives, employees, or third parties concerning accounting matters, internal controls, or internal or external audits. Furthermore, no complaints were filed regarding irregular acts or material events that may have adversely affected the Company’s financial condition.
The Committee has reviewed the consolidated financial statements of the Company as of December 31, 2024, and the related opinion of the Independent External Auditor, and considers that these financial statements were prepared in accordance with the Company’s accounting policies, procedures, and practices, as per Mexican Financial Reporting Standards (NIF), and reasonably reflect the financial position of the Company and its subsidiaries as of December 31, 2024.
We submit this report in fulfillment of the Committee’s responsibilities under the Mexican Securities Market Law, as well as any additional duties entrusted to us by the Board of Directors of the Company. This report was prepared after consulting with the Company’s key executives.
Sincerely,
Ing. Luis Ramos Lignan
Chairman of the Audit and Corporate Practices Committee
Operadora de Sites Mexicanos, S.A.B. de C.V.