SLIDE 21 Disclaimer
The information contained herein has been prepared by Grupo Bimbo, S.A.B. de C.V. (the “Company") solely for use at presentations held in connection with the proposed offering of subordinated perpetual notes of the Company (the “Transaction”). These materials are being furnished to you solely for your information on a confidential basis and may not be copied, taken away, otherwise reproduced, redistributed or passed on, in whole or in part or directly or indirectly, to any other person (whether within or outside your organization/firm) or published, in whole or in part, for any purpose. By attending this presentation, you are agreeing to be bound by the foregoing restrictions and to maintain absolute confidentiality regarding the information disclosed in these materials. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. Unauthorized copying, reproduction, redistribution or publishing of these materials into the United States to any other third parties (including journalists) could result in a substantial delay to, or otherwise prejudice, the success of the proposed offering. The information herein is only a summary and does not purport to be complete. This material does not constitute, in whole or in part, an offer, and you must read the offering memorandum related to the Transaction before making an investment decision. The offering memorandum for the Transaction is available from the Initial Purchasers. You should consult the offering memorandum for more complete information about the Transaction and base your investment decision exclusively on the information contained in the offering memorandum. Neither this presentation nor anything contained herein shall form the basis of any contract or commitment whatsoever. You may not deal in, and will inform your representatives of the restriction against insider dealing in, any securities of the Company in breach of any applicable laws. This material has been prepared solely for informational purposes. This document does not constitute an offer to sell securities and is not soliciting an offer to purchase or subscribe for any securities in any jurisdiction where such
- ffer or sale is not permitted, and no part of it shall form the basis of or be relied upon in connection with any contract, commitment or investment decision in relation thereto. The information contained in these materials has not
been independently verified. No representation or warranty, either express or implied, is made as to, and no reliance should be placed on, the accuracy, reliability or completeness of the information presented herein. This material should not be regarded by recipients as a substitute for the exercise of their own judgment. Any opinion expressed herein is subject to change without notice, and neither the Company nor Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Santander Investment Securities Inc. and ING Financial Markets LL (collectively, the “Initial Purchasers”) is under an
- bligation to update or keep current the information herein. In addition, the Initial Purchasers, their affiliates, agents, directors, partners and employees may make purchases and/or sales as principals or may act as market makers
- r provide investment banking or other services to the Company. The Company, the Initial Purchasers and their respective affiliates, agents, directors, partners and employees accept no liability whatsoever for any loss or damage
- f any kind arising out of the use of all or any part of this material. The notes will be offered only in jurisdictions where and to the extent permitted by law.
This presentation contains statements that are forward-looking within the meaning of Section 27A of the Securities Act of 1933 (as amended, the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are based on current expectations and projections about future events and trends that may affect the Company’s business and are not guarantees of future performance. Investors are cautioned that any such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors, including those relating to the operations and business of the Company. These and various other factors may adversely affect the estimates and assumptions on which these forward-looking statements are based, many of which are beyond our control. Forward-looking statements speak only as of the date on which they are made. The Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. The notes have not been and will not be registered under the U.S. Securities Act, or any U.S. state securities laws. Accordingly, the notes will be offered and sold only to qualified institutional buyers, as defined under Rule 144A of the Securities Act, in reliance on exemptions from registration provided under the Securities Act and the rules thereunder, or in accordance with Regulation S under the Securities Act. The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area, or the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU as amended, or MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC as amended, or the Insurance Mediation Directive, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC as amended, or the Prospectus Directive. Consequently no key information document required by Regulation (EU) No 1286/2014 as amended, or the PRIIPs Regulation, for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. Solely for the convenience of the reader, certain amounts from our financial statements presented in pesos have been converted into U.S. dollars at specified exchange rates. The exchange rate for purposes of the convenience translation is not necessarily the same rate we used in preparing our financial statements. The notes have not been and will not be registered with the Mexican National Securities Registry maintained by the Mexican National Banking and Securities Commission, and may not be offered or sold publicly in Mexico or
- therwise be subject to intermediation activities in Mexico, except that the notes may be offered and sold to investors in Mexico qualifying as institutional or accredited investors pursuant to the private placement exemptions
provided in article 8 of the Mexican Securities Market Law. You should consult your own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent that you deem necessary, and you must make your own investment, hedging or trading decision regarding the Transaction based upon your own judgment and advice from such advisers, as you deem necessary, and not upon any views expressed herein.
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