Annual-Report-Mexichem-2018-Fv---En

Annual-Report-Mexichem-2018-Fv---En

*Notice: this document is an English translation of a Spanish-language document and is provided for information purposes only. In the event of any discrepancy, the text of the original Spanish- language document shall prevail. The Spanish-language document is available on the following websites: www.orbia.com/en/investor-relations/ and www.bmv.com.mx ANNUAL REPORT 2018 SUBMITTED PURSUANT TO THE GENERAL PROVISIONS APPLICABLE TO ISSUERS OF SECURITIES AND OTHER MARKET PARTICIPANTS FOR THE YEAR ENDING DECEMBER 31, 2018 MEXICHEM, S.A.B. de C.V. Figures in millions of U.S. dollars ($) Río San Javier No. 10 Viveros del Río 54060, Tlalnepantla de Baz, Estado de México Tel. 5366 4000 Fax 5397 8836 Mexichem S.A.B. de C.V. securities listed on the Bolsa Mexicana de Valores, S.A.B. de C.V. (Mexican Stock Exchange). I. Mexichem, S.A.B. de C.V. lists Series One, Class "I" and "II" shares representing the fixed part of its capital stock without right of withdrawal and the variable part of its capital stock, respectively. The shares confer the same corporate and patrimonial rights to their holders. Ticker Symbol: MEXCHEM* The MEXCHEM "*" Series shares are registered in the National Securities Registry (RNV - acronym in Spanish) and are listed on the Bolsa Mexicana de Valores, S.A.B. de C.V. The credit risk rating assigned to the MEXCHEM "*" Series shares by Standard & Poor is 'BBB-' on a global scale and 'mxAA/mxA-1+ on a national scale with a stable outlook, by Fitch Ratings is 'BBB' on a global scale and 'AA+' (mex) on a long-term national scale with a stable outlook, and by Moody's is 'Baa3' on a global scale. Registration in the National Securities Registry does not imply certification of the quality of the securities, the solvency of the Issuer or the accuracy or veracity of the information contained in the Annual Report, nor does it validate any acts that may have been carried out in contravention of the laws. II. Mexichem, S.A.B. de C.V. has the following outstanding shares recorded in the RNV: Under a Revolving Stock Exchange Certificates Program for an amount of up to 10,000 million Mexican pesos or the equivalent in Investment Units (UDI – acronym in Spanish), and authorized by the National Banking and Securities Commission on March 15, 2012, by means of document number 153/8167/2012 for a period of up to five years as of the latter date, Mexichem, S.A.B. de C.V., placed and listed its third issue of 30,000,000 long-term Stock Exchange Certificates, with ticker symbol MEXCHEM 12, with the following characteristics: ITEM DESCRIPTION Date of Issue: March 21, 2012 Maturity Date: March 9, 2022 Issue Term: 3,640 days, approximately 10 years Par Value: $100.00 (MXN one hundred pesos and zero cents) each Gross Annual Interest Rate 8.12% (eight-point twelve percent), which will remain fixed throughout the third issue applicable to the Issue: period. The interest accrued by the Stock Exchange Certificates during each interest period, and the calculations to determine the amount payable, shall include the calendar days that have effectively elapsed up to the corresponding Interest Payment Date. Payments shall be rounded to two decimal places. To determine the amount of interest payable in each Interest Period on the Stock Exchange Certificates, the Joint Representative shall use the formula and follow the terms and conditions set forth in the corresponding security. Interest Payment Intervals: The interest accrued on Stock Exchange Certificates shall be paid every 182 (one hundred and eighty-two) days, in accordance with the calendar and on the dates stipulated on the corresponding certificate. Place and Method of Payment of The principal will be amortized, and the ordinary interest accrued on the Stock Exchange Interest and Principal: Certificates, will be paid on the date it becomes due and on each of the interest payment dates, respectively, by means of the electronic transfer of funds, through Indeval, whose address is Paseo de la Reforma No. 255, Piso 3, Col. Cuauhtémoc, C.P. 06500, México D.F. or, if applicable, at the issuer’s offices located at Río San Javier No. 10, Fracc. Viveros del Río, Tlalnepantla, C.P. 54060, Estado de México. The amount owed for arrears interest must be paid at the Issuer's address, in the same currency as the principal amount. Amortization: The Stock Exchange Certificates will be amortized in full upon maturity, i.e. on March 9, 2022, in one installment, by means of electronic transfer and against submission of the corresponding certificate. Accelerated Amortization: The issuer may accelerate amortization of all (but not part) of the Stock Exchange Certificates on any date prior to their maturity date at a price equal to the Accelerated Amortization Price (as set forth on the relevant certificate), plus accrued and unpaid interest on the principal of the Stock Exchange Certificates, on the accelerated amortization date. Under no circumstances shall the Accelerated Amortization Price be less than 100% (one hundred percent) of the par value of the Stock Exchange Certificates on the Accelerated Amortization date. Guarantee This issuance of Stock Exchange Certificates is guaranteed by the Company's subsidiaries Mexichem Compuestos, S.A. de C.V., Mexichem Amanco Holding, S.A. de C.V., Mexichem Derivados, S.A. de C.V., Mexichem Resinas Vinílicas, S.A. de C.V., Mexichem Flúor, S.A. de C.V., and Mexichem Brasil Industria de Transformação Plástica Ltda. ("Mexichem Brasil"), the latter guarantor for the third issue is a Brazilian corporation with all its assets located outside Mexico. In the event of Mexichem Brasil's insolvency or bankruptcy, the claims of the Holders under the Stock Exchange Certificates will be subject to the preemptive rights set forth by the laws in force in Brazil. Joint Representative: The Bank of New York Mellon, S.A. Depository: S.D. INDEVAL Institución para el Depósito de Valores, S.A. de C.V. Tax Regime: Tax Regime: The withholding rate applicable, on the date of the Supplement, with respect to interest paid pursuant to the Stock Exchange Certificates, is subject to. (i) for individuals or legal entities domiciled in Mexico for tax purposes, the provisions of articles 58, 160 and other applicable articles of the Income Tax Act in force and article 21 of the Federal Revenue Act for the 2012 tax year, as well as complementary provisions, and (ii) for individuals and legal entities domiciled outside of Mexico for tax 2 purposes, the provisions of articles 179, 195 and other applicable articles of the Income Tax Act in force, and will depend on the beneficiary of the interests. POTENTIAL PURCHASERS OF STOCK EXCHANGE CERTIFICATES SHOULD CONSULT THEIR ADVISORS ON THE TAX CONSEQUENCES OF THEIR INVESTMENT IN THE STOCK EXCHANGE CERTIFICATES, INCLUDING THE APPLICATION OF SPECIFIC RULES WITH RESPECT TO THEIR PARTICULAR SITUATION. THE CURRENT TAX REGIME MAY BE MODIFIED DURING THE DURATION OF THE PROGRAM AND DURING THE TERM OF THIS ISSUE. THERE IS NO OBLIGATION TO REPORT CHANGES IN THE APPLICABLE TAX PROVISIONS DURING THE TERM OF THE CERTIFICATES. Ticker Symbol: MEXCHEM 12 For the MEXCHEM 12 issue, the credit risk rating assigned by Standard & Poor's is 'mxAA/mxA-1+' on a national scale with a stable outlook and by Fitch Ratings is 'AA+ (mex)' with a stable outlook. New Stock Exchange Certificates Program On November 3, 2017, the National Banking and Securities Commission (CNBV) authorized a new program of stock exchange certificates through official document number: 153/10875/2017, for five years (maturity November 3, 2022). The sole purpose of this program is to ensure there is a party available to the Issuer who can, at any time, issue local debt. The authorization of this new program does not imply any current or future issuance of debt by Mexichem and does not change any of the conditions of the MEXCHEM 12 issue. The program has the following characteristics: ITEM DESCRIPTION Date of Approval: November 3, 2017 Maturity Date: November 3, 2022 Total Authorized Amount of the $10,000,000,000.00 (ten billion pesos and cero cents MXN) or the equivalent in Revolving Program: Investment Units ("UDIS"). The Program shall be revolving, therefore, the Issuer shall be authorized to make subsequent issues during the term of the Program, provided that the total amount of the Issues outstanding does not exceed the total authorized amount of the Program and complies with the requirements set forth in the prospectus with which the new Issue Program was approved. Par Value of the Stock Exchange The Program shall be revolving, therefore, the Issuer shall be authorized to make Certificates: subsequent issues during the term of the Program, provided that the total amount of the Issues outstanding does not exceed the total authorized amount of the Program and complies with the requirements set forth in the prospectus with which the new Issue Program was approved. Name The Stock Exchange Certificates may be issued in Pesos or in UDIS, as stipulated on the Certificate, the Invitation, the Notice of Public Offering, the Notice of Placement and the corresponding Supplement, as applicable. Term: Each Issuance of Stock Exchange Certificates under the Program may have a term starting from 1 (one) year up to 40 (forty) years, as set forth in the Certificate, the Invitation, the Notice of Public Offering, the Notice of Placement and the corresponding Supplement, as applicable. Issue and Payment Date: The issue and payment dates of the Stock Exchange Certificates will be determined for each Issue of Stock Exchange Certificates made under the Program, as set forth in the Certificate, the Invitation, the Notice of Public Offer, the Notice of Placement and the corresponding Supplement, as applicable.

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