Extraordinary Meeting Board of Directors

[vc_row][vc_column][vc_column_text]OHL Mexico, S.A.B. de C.V. (“OHL Mexico” or the “Company”), informs the market that, as a result of the recent events, the Board of Directors met last Friday at an extraordinary meeting, at the request of the Auditing Committee and with the support of the other board members, and adopted the measures stated herein. The measures adopted are in line with the Board’s position that the content of the new recordings published are part of a smear campaign launched against the Company, as it has been demonstrated by the audits conducted to date, and as will be corroborated by future audits, conducted by both the Company as well as by several public organisms. The Board agreed to the following:

First: Ratify the executive functions that correspond to the Chief Executive Officer, pursuant to the Mexican Securities Law, as well as stating that the Shareholders’ Meeting has not granted executive functions to the Chairman and Vice-Chairman of the Board.

Second: Considering the public statements made by the judges who have presided over certain trials in which the Company has been involved in, by means of which such judges have firmly denied having received any type of payment from the Company, and that the legal proceedings have always been handled by first-rate external lawyers with a solid reputation in Mexico, the Board decided not to remove the Company’s General Counsel, but instead, separate this individual from all the corresponding legal procedures.

Third: As a result of the aforementioned and as informed by the Company’s Chief Executive Officer with respect to the total absence of any type of irregular payment, in an effort to maintain maximum transparency and in accordance with the Company’s best corporate governance practices, as promoted by the Auditing Committee and with the full support of the rest of the Board, an investigation has been launched, carried out by a top-tier Mexican law firm, related to the recent video recording that has been disseminated.

The results of this investigation will be announced to the market in a timely manner.

Fourth: With regards to the remaining audits requested to the Board of Directors by the Auditing Committee and with the full support of its members, the Chairman of the Committee informed that these audits are progressing at a solid pace and with full normality, with the full cooperation of the Company’s management team, in order to supply all of the information requested by the external consultants in charge of such audits.

Fifth: The Board was informed by the Chief Executive Officer that an investigation and legal proceedings has been initiated against the perpetrator of this smear campaign against both the Company and its investors.

The Board takes this opportunity to inform the market about its absolute confidence in the Company’s management team, led by its Chief Executive Officer, and to express that it will continue to follow a zero corruption tolerance policy, as it has been following ever since it was implemented.

The Board also wants to underscore that while until this date the report issued by EY, which was made public, stated that OHL México has honored all of its contractual obligations, the law and its contracts, however, in case any ethical breach is discovered from any employee of the Company, the breaching employee would be immediately terminated as per the Company’s zero corruption tolerance policy.

It is the Board’s opinion, that the campaign that has been launched has no solid grounds.

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