“Facing founded expectations of value creation for Gruma, the company exercised option to purchase and closed the operation”.

• Facing founded expectations of value creation for Gruma, the company exercised option to purchase and closed the operation worth $ 450 million dollars, including 23.16% of GRUMA shares owned by ADM and participation in certain subsidiaries of GRUMA.
   
• The purchase of the shares by GRUMA implies important benefits for the company, the major shareholders and the shareholders in the stock exchange.
   

Facing founded expectations of value creation for Gruma in the coming years, the company announced the exercise of a call option against ADM of a share package including 23.16% of the GRUMA shares and minority interests in subsidiaries Azteca Milling, Molinera de Mexico and GRUMA Venezuela.

Thus, the multinational asserted its preemptive right which was passed by the control group in regard to the shares of GRUMA, and its own preemptive rights with respect to the subsidiaries.

The exercise of the call option implied meeting the terms of the offer made by a third party to Archer Daniels Midland (ADM) for the stake, consisting of $ 450 million dollars plus an obligation to pay up to $ 60 million dollars contingent upon certain events related to the performance and presence of GRUMA's stock in the market for a period of 42 months.

Resources for the exercise of that option were obtained from one-year bridge loans for $ 400 million dollars, led by Goldman Sachs, and the use of a credit line in the long term.

The operation was authorized by the Board of Directors, following a favorable opinion of the Audit and Corporate Practices Committee, supported by an opinion of value issued by an independent expert and financial analysis conducted by GRUMA's own administration. It is estimated that the transaction will generate significant economic benefits and substantial value creation for the company, and thus proportionately benefit all shareholders without any distinctions.

Among the benefits, in addition to the price of the transaction itself, are the following: first, net profit increases with total net income received from subsidiaries Azteca Milling (corn flour producer in the United States), Molinera de Mexico (wheat flour and finished products in the country) and GRUMA Venezuela, previously shared with ADM.

Second, by reducing the number of shares outstanding due to the cancellation of the GRUMA shares acquired from ADM from 564 to 434 millions, the participation of investors in the stock market will increase from 27% to 35%.

Third, by increasing majority profit and reducing the number of shares of GRUMA, earnings per share will increase significantly for all shareholders.

Transfering the preemptive right to the company, the major shareholders and GRUMA  entirely align the interests of all shareholders, and proportionally sharing the aforementioned benefits of this operation.

Further ahead, the company's management considers the strengthening of the strategic plan based on the following guidelines:

The new Chairman of the Board, Juan Gonzalez Moreno, emphasized that "with these guidelines the company seeks to increase cash flow generation and will focus in the upcoming years to use the funds generated to reduce leverage and, therefore, strengthen its financial structure. "