GLOSSARY

A B C D E F G H I J K L M N O P Q R S T U V W X Y Z


The following terms, from time to time, are referenced in many of Cultiba’s regulatory filings and press releases.


A

Adjusted EBITDA refers to net income or loss plus 1) depreciation and amortization 2) provision for taxes, 3) and net financing costs; adjusted for non-recurrent expenses that are added-back in a pro-forma excercise

Agricultural Act of the U.S. refers to the Agricultural Act signed on February 7, 2014 by President Barack Obama of the United States

B

Bank of Mexico refers to the Central Bank of México

Banorte refers to Banco Mercantil del Norte, S.A., the banking unit of Grupo Financiero Banorte

BMV (Spanish acronym) refers to Bolsa Mexicana de Valores, S.A.B. de C.V. (The Mexican Stock Exchange).

BSM (Spanish acronym) refers to Beta San Miguel, S.A. de C.V.

Bret refers to Grupo Embotellador Bret, S.A. de C.V., which through its direct and indirect subsidiaries, used to operate the Pepsi franchise in most of the southeast part of México, and was acquired by Cultiba on June 3, 2004 and since January 1, 2005 is part of GEPP.

Benito Juárez or IPBJ refers to Ingenio Presidente Benito Juárez, S.A. de C.V.

B-Brands refers to low price carbonated beverages that are developed and bottled by private companies

C

Circular for Securities Issuers refers to general regulations applicable to securities issuers and other market participants, issued by the CNBV (Comisión Nacional Bancaria y de Valores) and published in the Federal Official Gazette of the Federation on March 19, 2003 as amended from time to time.

CNA (Spanish acronym) refers to Comisión Nacional del Agua, National Water Commission

CNBV (Spanish acronym) refers to Comisión Nacional Bancaria y de Valores. National Banking and Securities Commission

Control refers to the legal means in which a person or group of persons carries out/thru whichever of the following acts: (a)to impose direct or indirectly decisions at Shareholder Meetings, partner meetings or equivalent bodies, or appoint or dismiss the majority of board members, management or their equivalent, of any legal entity of any kind;(b) maintain the ownership of rights that allow, directly or indirectly, voting on more than fifty per cent of the share capital of a legal entity, of any nature; and (c) address, directly or indirectly, management, strategy, or major policies of a legal entity, of any nature, whether through ownership of securities by contract or otherwise

CULTIBA, or Company refers to Organización Cultiba, S.A.B. de C.V., previously known as Grupo Embotelladoras Unidas, S.A.B. de C.V.

D

Dollar refers to legal currency of the United States of America

E

EBITDA refers to whichever accumulated quarterly period and most recent period ended income or loss from operations plus depreciation and amortization, provision for taxes, and net financial cost.

Entity refers to Cultiba and its subsidiaries

ESOSA refers to Empresas y Servicios Organizados S.A. de C.V.

ElDorado or IELD refers to Ingenio ElDorado S.A. de C.V.

F

FEESA (Spanish acronym) refres to Fondo de Empresas Expropiadas del Sector Azucarero. Fund for Expropriated Companies in the Sugar Industry.

G

Government Entity Refers to any power, whether judicial, legislative or Executive, as it usually acts and through any entity or body, any court, Department, agency, dependency, Commission, entity, Secretariat, Council, Bureau or other similar, national, State, territorial, municipal authority or another subdivision in Mexico (including all its officials and representatives).

GAM refers to Grupo Azucarero México GAM, S.A. de C.V, our sugar business subholding

Gamesa refers to Grupo Gamesa S de R.L. de C.V., which is related party to The Pepsi Bottling Group México S. de R.L. de C.V.

GESSA refers to Grupo Embotelladores del Sureste, S.A. de C.V. with its subsidiaries Embotelladora Central Chiapaneca, S.A. de C.V.; Maquiladora de Refrescos y Aguas Embotelladas, S.A. de C.V.; Bebidas Purificadas del Istmo, S.A. de C.V., and Embotelladora Tacaná, S.A. de C.V., companies that Grupo GEPP acquired in 2006 with the distribution rights for the Pepsi brands in the state of Chiapas and in some regions in the state of Oaxaca.

Grupo GEPP, GEPP or GEUSA refers to Grupo Gepp S.A.P.I., previously known as Geusa, S.A. de C.V., the entity through which Cultiba’s beverage business is operated

Grupo Gatorade México refers to all of Productos Gatorade de México, S. de R.L. de C.V., Gatorade de México, S. de R.L. de C.V. and Servicios Operativos Gatorade de México, S. de R.L. de C.V.

General Mexican Corporations Law refers to the General Mexican Corporations Law published in the Official Gazette of the Federation on August 22, 2005, as amended from time to time.

Global Share Offering refers to Cultiba’s global equity offering carried out in early 2003 authorized by the National Banking and Securities Commission on January 28, 2013.

GDP refers to Mexico’s Gross Domestic Product

I

IEPS (Spanish acronym) refers to Impuesto Especial sobre Producción y Servicios. Special tax on products and services

IFRS refers to International Financial Reporting Standards

INCAUCA (Spanish acronym) refers to Ingenio del Cauca S.A.

Indeval (Spanish acronym) refers to Depository Institution for Shares

INEGI (Spanish acronym) refers to the National Institute of Statistics, Geography and InformationTechnology

INFONAVIT (Spanish acronym) refers to National Housing Fund

INPC/CPI refers to the Consumer Price Index

ISR (Spanish acronym) refers to sales tax

J

Jug refers to 10.1 liter and 20 liter packaging for bottled water

L

Lázaro Cárdenas or ILC refers to Ingenio Lázaro Cárdenas S.A. de C.V.

Law for Sustainable Growth of Sugar Cane Refers to the sustainable Development of Sugar Cane Act published in the Official Gazette of the Federation on August 22, 2005, as amended from time to time.

LIBOR refers to London Inter-Bank Offered Rates

Liter refers to a unit of measurement in the metric system, which is equivalent to 1,000 milliliters

M

México refers to the United States of Mexico

N

NIFs (Spanish acronym) refers to las Normas de Información Financiera. Financial Reporting Standards issued by the Mexican Board for Research and Development of Financial Standards consistently applied by publicly traded Mexican companies until 2011.

NAFTA refers to the North American Free Trade Agreement between the United States, Mexico and Canada that was implemented on January 1, 1994

O

Ounce refers to the weight measurement that is equivalent to 30 milliliters

P

Public Debt refers to debt certificates issued by Cultiba that trade on the Mexican Stock Exchange. This is part of a revolving debt program of up to Ps. 2,000 million or its equivalent in UDIs or other currencies approved on November 26, 2013 by the CNBV by virtue of the registration number 153/7864/2013

PAM refers to Proveedora de Alimentos México, S.A. de C.V.

PBC refers to The Pepsi Bottling Group of Mexico, S. de R.L. de C.V.

Pepsico refers to PepsiCo, Inc. including its subsidiaries and/or affiliated companies

PepsiCola Mexicana refers to PepsiCola Mexican, S. de R.L. de C.V., an affiliated company of PepsiCo

Person refers to any physical person, entity, association, association of limited liability, joint venture, limited liability company trust, irregular association and any Governmental entity

Pesos or Ps or $ refers to the legal currency of Mexico

PET refers to the type of plastic raw material derived from petroleum

Polmex refers to Polmex Holdings, S.L.

Post Mix refers to the carbonated beverage concentrate for refrigerated machines used by establishments that need to dispense high beverage volumes quickly and efficiently

PRONAC (Spanish acronym) refers to Programa Nacional de la Agroindustria de la Caña de Azúcar, the National Agriculture Program for Sugar Cane

PRB refers to plastic returnable bottles of different sizes

Products refers to the products sold by Cultiba’s beverage business and sugar business and includes carbonated and non-carbonated beverages, jug water, sugar and related products.

Planned Downtime refers to the period of scheduled plant maintenance

Q

Quaker refers to Quaker Holdings, LLC, a subsidiary of Grupo Gepp and controlled by Grupo Gatorade Mexico.

R

Rabobank refers to Coöperative Centrale Raiffeisen-Boerenleebank B.A. New York Branch

RNV (Spanish acronym) refers to Registro Nacional de Valores, the National Share Registry maintained by the National Banking and Securities Commission

S

Securities Laws of the United States refers to the prevailing US Securities Act of 1933 that is amended from time to time

Securities Laws of Mexico refers to the prevailing Ley del Mercado de Valores in México published in the Official Gazette of the Federation on December 30, 2005, as amended from time to time.

SAP refers to software based service for business

SEMARNAT (Spanish acronym) refers to Secretaria del Medio Ambiente y Recursos Naturales, Secretary of Environment Management and Natural Resources

Scotiabank Inverlat refers to Scotiabank Inverlat, the banking unit of Grupo Financiero ScotiaBank

SNIIM (Spanish acronym) refers to Sistema Nacional de Información e Integración de Mercados, the National System for Information and Market Integration

STPS (Spanish acronym) refers to Secretaría de Trabajo y Seguridad Social, the Secretary of Labor and Social Security

Subsidiary refers to an entity controlled by another entity.

T

Tala or ITA refers to Ingenio Tala, S.A. de C.V.

Tala Electric refers to Tala Electric, S.A. de C.V. a subsidiary of Cultiba that provides electricity

TIIE (Spanish acronym) refers to Tasa de Interés Interbancaria de Equilibrio, the Mexican Interbank Equilibrium Interest Rate

Tonelada refers to a unit of measurement equivalent to 1,000 kilograms

U

United States refers to the United States of North America

UDI (Spanish acronym) refers to Unidades de Inversión, investment units indexes to inflation in Mexico.

V

VAT refers to Value added Tax

Vending Machine refers to machines selling bottled beverages located in areas with high population and foot traffic, such as hospitals, schools, offices, commercial centers, government offices, social clubs and gyms.

W

Working Day refers to a day when banks and financial institutions are not required or obligated to close their offices or not conduct business

Z

Zafra refers to the period of the sugar cane harvest

Zucarmex refers to Zucarmex, S.A. de C.V.