Merchant Memorial
Merchant Memorial
In the city of Quetzaltenango in the department of Quetzaltenango on the twenty-sixth of January in the year two thousand
eighteen, Before me: XXXXXXXXXXXXX, Notary, appear: Miss XXXXXXXXXXXXXXX, twenty-three years old,
single, dressmaker, Guatemalan, from this address, who identifies herself with the personal identification document with code
unique identification (CUI) two thousand eight hundred eighty-seven space twenty-four thousand seven hundred four space zero
nine hundred one (2887 24704 0901), issued by the national registry of persons of the Republic of Guatemala, Central
America; Miss Joselin Dallana de León Maldonado, twenty-two years old, single, fashion designer,
Guatemalan, from this address, who identifies themselves with the personal identification document code and unique of
identification (CUI) two thousand seven hundred thirty-nine space fifty-one thousand two hundred seventeen space zero nine
nine hundred one (2739 51217 0901); Miss XXXXXXXXXXXXXXX, twenty-three years old, single, designer of
fashion, Guatemalan, of this address, who identifies with the personal identification document code and unique of
identification (CUI) two of my six hundred ninety-six space twenty thousand nine hundred twenty-three space zero one hundred nine
(2696 20903 0901); Miss XXXXXXXXXXXX, twenty-two years old, single, fashion designer, Guatemalan, of
this address, who identifies themselves with the personal identification document code and unique identification (CUI) two thousand
seven hundred fifty-eight space seventy-four thousand four hundred space zero nine hundred one (2739 51217 0901) the
The appearing individuals assure me that they are the identification data previously noted and that they are enjoying and exercising their rights freely.
civil rights, for which they verbally and in Spanish language that they speak, read, write, and understand, manifest to me that for
by means of this act they come to celebrate CONTRACT FOR THE CONSTITUTION OF A JOINT-STOCK COMPANY: in accordance with the
FIRST: THE COMPANY NAME AND TRADE NAME: the name of this company is
Moda Confex S.A., and whose commercial name will be Modas Confex S.A. and any other that the organ designates in the future.
Administration. The translation into other languages of the denomination or trade name does not imply any change in the
SECOND: OBJECT: The main purpose of the social operations of the entity that is established by this act,
without being limiting are: a) Carrying out foreign and domestic trade operations, also directing their activities towards the
promotion and marketing of national products in the international market. b) Wholesale or retail marketing
retail in the domestic and foreign market of clothing manufacturing products and any other products
of lawful trade. c) The provision of business collaboration services of todos for marketing
products and services, through the conclusion of the appropriate agreements with the companies authorized for supply and
distribution of products and services. Such collaboration will include in any case and to the extent permitted by law
applicable to marketing. d) Export, import, representation, purchase and sale, distribution and marketing of
all kinds of products; e) carrying out investments and business with local, national, and international companies; f)
Improve the growth and development prospects of rural areas, relying on local initiatives and an approach
integrated; g) purchase, sale, import, export, and production of raw materials, machinery, vehicles, products
textiles, materials, articles, accessories, parts, pieces and any other legally traded goods necessary for the
compliance with its purposes; h) marketing of franchises, acquisition of franchises, trusts and acquisition of
fiduciaries; i) establishment of agreements and/or partnerships with local, national, and international organizations and institutions
from the public, private and social sector; j) making investments and doing business with local, national and
international; k) to acquire, lease, sell, transfer, alienate and dispose of any type of real estate necessary for the
achievement of their objectives; l) Repair, maintenance, and adaptation of vehicles, trucks, tractor trucks, equipment of
construction such as mechanical, electrical, mechanical equipment. In general, for land, air, aquatic and sub-
aquatic, as well as the buying and selling of spare parts, tools, tires, and accessories for all types, of national origin or
foreign, for any type of vehicle, of national or foreign origin within and outside the national territory, oriented
for any type of client; m) For the achievement of its purpose, the Company may carry out all kinds of acts or
contracts and to enter into all types of obligations that are complementary or accessory, related or connected with the purpose
social previously mentioned; (n) manufacture of garments, commercialization and sale of the same, which may be carried out either in a
directly or through third parties; The society may engage in any activity that is not prohibited by laws,
related to commerce, industry, and the provision of services, investment in securities and in any type of goods.
Whether movable or immovable property. THIRD: ADDRESS AND TERM: Regarding the Address. The address of the company will be at 14 D Street.
twelve thirty-one of zone one of the city of Quetzaltenango. It may establish agencies, branches,
commercial establishments and correspondences anywhere in the republic or outside of it. Of the Term. The term of the
the company is UNDEFINED and will begin to be counted from the date of its registration in the Mercantile Registry, in accordance with
the law. FOURTH: NATIONALITY. The nationality of the company is Guatemalan. FIFTH: AUTHORIZED CAPITAL, SUBSCRIBED
AND PAID: A) AUTHORIZED CAPITAL: The authorized capital of the company will be TWO HUNDRED THOUSAND EXACT QUETZALS.
(Q.200,000.00) divided and represented by two hundred shares of a single class, with a nominal value of ONE THOUSAND QUETZALS
EXACTS(Q.1, 000.00) each; B) Subscribed Capital. From the authorized capital, the parties subscribe the sum of ten thousand
quetzals (Q 50,000.00), equivalent to five (5) shares, in the following form: b.1) XXXXXXXXXXXX, the amount of ten thousand
quetzals (Q.10,000.00), equivalent to five shares, of which the value is paid in cash contributions of one thousand
quetzals (Q.10,000.00); b.2) Joselin Dallana de Leon Maldonado, the amount of ten thousand quetzals (Q. 10,000.00)
equivalent to five shares, for which it pays in monetary contributions the amount of ten thousand quetzals (Q. 10,000.00);
b.3)XXXXXXXXXXXX, the amount of ten thousand quetzals (Q. 10,000.00), equivalent to five shares, for which value is paid in
monetary contributions in the amount of ten thousand quetzals (Q. 2,000.00); b.4)XXXXXXXXXXXXXXXXX, the amount of ten thousand
quetzals (Q.10,000.00), equivalent to five shares, for which it pays a total of one thousand in cash contributions.
quetzales (Q.10,000.00); C) Paid Capital. The paid capital totals the amount of fifty thousand quetzales (Q.50,000.00),
through the monetary contribution of the amounts that were related earlier, which I establish through the
presentation of the deposit receipt from BANCO BANRURAL document that I have in view and that is transcribed at the end
from this deed. SIXTH: SHARES AND SECURITIES. A) Shares: the shares of the company that are constituted by this act are
indivisible, are of equal value, confer equal rights, will not pay interest, premiums or amortizations and always
Dividends will be accrued, each of them entitles to one vote. The share grants the condition of shareholder.
whose minimum rights, in addition to those stated in the seventh clause of this instrument, are as follows: a) The
to participate in the distribution of social profits and the assets resulting from the liquidation; b) The preferential right of
subscription in the issuance of new shares; c) The right to vote in the General Assemblies. Shares are transferred by
endorsement that must be registered in the Shareholders' Register book that the company will maintain and its transmission can only be
to make with the authorization of the administrative body, for which purpose the holder must communicate it in writing to said
administrative body, which within a period of thirty days will authorize the transfer or deny it, designating in this
buyer case at the current price of shares on the stock market, or failing this, the one determined by experts; the
silence of the governing body equates to authorization; the company may refuse to register the transfer that is
I would have made without that authorization; B) Titles: The shares of the company will be represented ONLY BY
NOMINATIVE TITLES, the titles can represent one or several shares at the choice of the shareholder and at the request of the holder.
Before the Governing Body, the titles may be modified regarding the number of shares they cover.
The modified titles must be annulled. As long as the definitive titles are issued, certificates may be issued.
provisional. Both the certificates and the titles may cover one or more shares. The titles of the shares,
They can be signed by the sole administrator and must contain, at a minimum, the following requirements: a) The
name, the address and duration of the company; b) Date of the founding deed, place of granting, notary
authorizing and details of its registration in the Mercantile Registry; c) Name of the holder of the share, d) Amount of the share capital
authorized and the way it is distributed; e) Nominal value, its class or registration number; f) The rights and obligations
particulars of the class to which they belong and a summary inherent to the rights and obligations of the other classes of
actions if any; g) The signature of the Sole Administrator. These same requirements apply to provisional certificates,
those who, moreover, must indicate the amount paid over the value of the shares and must be nominative. In case of
DESTRUCTION OF ACTIONS, for the replacement of nominative titles, due to their destruction or loss, will not be required.
judicial intervention and it is at the discretion of the governing body whether to require the provision of any guarantee and the
Form of replenishing them. SEVENTH: CAPITAL INCREASE. The company may agree to INCREASE THE AUTHORIZED CAPITAL.
through the issuance of new shares or by increasing the nominal value of the shares, in both cases, the shares
They must be nominative. The resolution for the increase of capital will be raised to a public deed and will be registered in the Registry.
Merchant observing the provisions of the Commercial Code. Shareholders will have preferential rights in proportion to
their actions, to subscribe to the new ones issued, this right must be exercised within the fifteen days following the
publication of the respective agreement. If the shareholder does not exercise the respective right within the stipulated period, the
the management of the company may proceed to subscribe to the shares in the manner it deems most convenient to the interests of
the company may either open the subscription to the public. EIGHTH: SHAREHOLDERS. The company considers a shareholder to be anyone who is registered.
registered as such in the Shareholders' Register book that will be kept. In the case of co-ownership of a share, the rights
must be exercised by a common representative; if the common representative has not been appointed, communications and
The statements made by the company to one of the co-owners will be considered valid. NINTH: RIGHTS OF THE
PARTNERS. The company recognizes the following rights of the partners, in addition to the others contemplated in the law: a) Examine
at any time, by themselves or through the delegates they appoint, the accounting and documents of the company, as well as
To be informed about its economic-financial policy; b) To promote judicially before the Court of First Instance.
The call for the annual General Assembly of the society has been departmentalized, if after the time in which it should be held according to
this writing or more than a year has passed since the last Assembly, the administrative body has not done so; c)
Demand that society reimburse the expenses incurred in performing its obligations to it;
Claim against the distribution of profits or losses, within three months following the Assembly
In general, in which she would have agreed; however, the partner who approved it will lack this right.
vote; e) Participate in the distribution of social profits and the assets resulting from the liquidation; f) Preferential right
subscription of new shares in proportion to those held; g) Exercise of voting by share in the Assemblies
General.TENTH: PROHIBITIONS FOR MEMBERS. Members are prohibited from using the assets or the business name to
external businesses to the society, as well as others established by law. ELEVENTH: SOCIAL BODIES. The bodies of the
society is: a) General Assembly, which is the highest authority of the society and expresses the social will; b) Body of
Management, which is responsible for the direction of social businesses within the limits set by the laws and the
General Assemblies; c) General Management, which executes the decisions of the administration; d) Oversight Body.
TWELFTH: GENERAL SHAREHOLDERS' MEETING. It will meet at any time it is called and mandatorily,
within four months following the end of the fiscal year; it will also address the matters included in the agenda
that are not expressly reserved by law or this writing for the knowledge of the Extraordinary Assembly of the
next: a) Discuss, approve or disapprove the income statement, the balance sheet, and the report of the bodies of
administration and oversight and will take the measures it deems appropriate; b) Appoint and remove the bodies of
administration and oversight and set their respective fees; c) Know and resolve about the distribution project
of utilities that the management body must submit for its consideration. For an ordinary assembly to
considered convened, at least half of the shares that have the right to be present or represented must be present.
vote; the resolutions will only be valid when made by at least the majority of present votes. TENTH
THIRD: EXTRAORDINARY GENERAL ASSEMBLY. It will meet as many times as convened and will address the following: a)
Any modification to the social writing, including the increase or decrease of the social capital; b) Creation of voting shares
limited or preferred and the issuance of obligations or bonds; c) Acquisition of shares in the company and on the disposal of
them; d) Increase or decrease in the nominal value of shares and e) Any other matter for which it is convened, even
when it is within the competence of the Ordinary Assembly. For the extraordinary assembly to be considered valid
right to vote; resolutions will be made with more than fifty percent of the shares with voting rights issued
by the society. FOURTEENTH: CALL. The General Assembly must be convened by notices published
times in the official gazette and in another of the most widely circulated in the country, with no less than fifteen days' notice in advance of the
date of its celebration, which will contain: a) The name of the society in conspicuous typographic characters; b) The place,
date and time of the meeting; c) Indication of whether it is an ordinary or extraordinary or special assembly; d) The requirements
what is needed to be able to participate in it. In the case of Extraordinary Assemblies, the notices of the call must
indicate the matters to be discussed. In addition, it must be sent to the holders of registered shares, at the address they have.
registered and by certified mail, a written notice that contains the details already indicated, with the specified notice period. The
The call must be made by the administrative body or the auditing body, and if they coincide, preference will be given to the one of the
administration, merging the agendas. Shareholders representing twenty-five percent (25%) can also
the voting rights shares issued by the company, request in writing to the managing body at any time
that a Assembly be convened to address the matters indicated in the petition; if the administration refuses to do so
call, or does not do so within fifteen days following the receipt of the application, the shareholders may
proceed in accordance with the second paragraph of article thirty-eight of the Commercial Code. Furthermore, any
a shareholder can judicially promote the call for the Annual General Assembly when it has not been convened or
Having been held, it will not have dealt with the matters set out in Article one hundred thirty-four of the Code.
Commerce. FIFTEENTH: PLACE OF MEETING, STATES AND REPORTS IN VIEW, PRESIDENCY AND EXECUTORS
SPECIAL.The General Assemblies can be held at the registered office or at the location indicated in the notice.
During the fifteen days prior to the Annual General Meeting, they will be available to shareholders at the offices of the
society and during working hours on working days: a) The general balance of the social exercise and its corresponding
income statement; b) The profit distribution project; c) The detailed report of the remunerations and
other benefits of any kind that have been received by the administration; d) The reasoned report of activities of the
management regarding the status of the business and activities of the company during the preceding period; e) The book of
minutes of the General Assemblies; f) The books referring to the issuance and registration of shares or obligations; g) The
Report from the auditing body, if applicable; and any other document or data necessary for proper understanding.
and intelligence on any matter included in the agenda. When it comes to general assemblies that are not annual,
Shareholders will enjoy the same rights regarding the documents mentioned in the last subsections f), g) and h) above.
In the case of extraordinary assemblies, a detailed report must also be circulated with the same advance notice regarding
as far as the need to adopt the extraordinary resolution is concerned. The administration or the body of
fiscalization, if it exists, will be responsible for any damages and losses caused by any inaccuracies, concealment or
simulation containing such documents. In the event of not making available to the shareholders any or some of the
reports they are obligated to provide, the judge before whom any shareholder occurs may compel them to submit them via
urgent matter, without suspending the assembly. They will be presided over by the Sole Administrator or the general manager, and
in their absence, whoever is designated by the present shareholders shall act as Secretary of the Board
Administration or a notary. The assembly may appoint special executors of its agreements. SIXTEENTH:
REGISTRATION TO ATTEND ASSEMBLIES. Holders of nominative shares that appear can attend the assembly.
registered in the registry book, five days before the date on which the assembly is to be held. SEVENTEENTH:
legally constituted or by power of attorney. EIGHTEENTH: SECOND CALL ASSEMBLIES. If it is not integrated
quorum on the date and time specified in the notice for the assembly, the same will be held on the same day, in the same place,
one hour later, with the number of shareholders present, the resolutions will be made by majority vote
gifts; however, when it comes to matters that, in accordance with the law, require special majorities, it will be
Necessary the presence or representation of actions that amount, at least, to the number that constitutes a majority.
SPECIAL. NINETEENTH: QUORUM IN ASSEMBLIES. The quorum for General Assemblies to be held
Shareholders will be as follows: a) Ordinary assemblies: presence or representation of at least half plus one of the shares.
issued by the society, having the right to vote; b) Extraordinary assemblies. Presence or representation of, by the
less, sixty percent of the shares issued by the company that have voting rights; c) Second assemblies
call: They will be governed by the provisions of clause eighteenth. TWENTIETH: MAJORITY TO RESOLVE. The resolutions
General assemblies will be taken with the following majorities: a) Ordinary assemblies: a favorable vote is required from
half plus one of the shares present and represented, regardless of whether it is a first assembly or
second call; b) Extraordinary assemblies of the first call: the favorable vote of more than
fifty percent of the voting shares issued by the company; and c) Extraordinary assemblies of
second call: a favorable vote is required from at least half plus one of the shares present and
represented, except in the case of any matters included in article one hundred thirty-five of the Code of
Commerce, in which case the favorable vote of no less than thirty percent of the shares with voting rights will be necessary.
votes issued by the society. TWENTY-FIRST: OBLIGATORY NATURE OF RESOLUTIONS. The resolutions legally
Approved by the shareholders' assemblies are mandatory even for those who voted against, or who were not present.
presents or represented in the session in which the rights of challenge and annulment and retroaction were adopted.
Data indicated by the law. These actions will be addressed in ordinary trial. TWENTY-SECOND: TOTALITARIAN ASSEMBLY. All
The assembly may meet at any time without the need for prior notice, if the entirety of the members is present.
shareholders, as long as none of them oppose its celebration and the agenda is approved unanimously.
TWENTY-THIRD: RIGHT OF CHALLENGE AND ARBITRATION. The differences that arise between the company and the shareholders
or between these or with the heirs, legatees, or successors of other shareholders, or between them and the company, for reasons or
that result from what is provided or not provided in the social writing, provisions or social activities that cannot be
resolved directly, they will be settled amicably, if this is not possible, through mediation and finally, if
this will not be possible, through arbitration or summary judgment, with the warning that it will expire in a period of six months,
counted from the date on which it took place. TWENTY-FOURTH: ADMINISTRATION BODIES. The
The Sole Administrator or the Board of Directors will be the governing body of the company. The assembly will set the
number of administrators, who may or may not be partners, as well as the duration of the term in office. However, the
The assembly can decide at any time the substitution of one or more administrators. The administrators
They will continue in the performance of their position even after the period for which they were elected has concluded, until their successors are in place.
take possession. The sole administrator will be in charge of the total management of the company and will be authorized to grant
powers in the name of the company or revoke them. The president of the Board of Directors will be the executive body of the
society and will represent it in all matters or business that it has resolved; however, the Board of Directors
He/she may appoint a delegate from among its members for the execution of specific acts. TWENTY FIFTH: MANAGERS AND
DEPUTY MANAGEMENT. The Board of Directors may appoint the Managers and Deputy Managers that it deems appropriate for the
development of social businesses. TWENTY-SIXTH: MONITORING BODY. Social operations will be monitored.
by any of the following modalities: a) by the shareholders themselves; b) by a specific body, made up of one or
more auditors, who will depend exclusively on the general assembly of shareholders, to whom they will submit their reports and
they will have the powers indicated in article one hundred eighty-eight of the commercial code. If it is decided to integrate this
auditors' body, they may or may not be shareholders, must be appointed by the annual ordinary general assembly of
Shareholders who practice the election of the sole administrator and if more than one is appointed, they will act separately.
To select or remove the auditors, the procedure will follow what is determined by articles one hundred and fifteen, one hundred and seventy-eight and
seventy-nine of the Commercial Code respectively, the auditors will have the incompatibilities and
responsibilities regulated by articles one hundred eighty-nine and one hundred ninety-one; and the legal prohibitions of
Article one hundred ninety-three of the Commercial Code states that the term of office will last one year per period, and they may be re-elected.
The legal representation of the company, in and out of court, without any kind of limitations, corresponds to the administrator.
unique or the members of the Board of Directors as decided by the Assembly, who, where applicable, may act jointly or
separately. By virtue of their appointment, they will have all the powers to represent the company in court.
in accordance with the provisions of the Judicial Organization Law and those required to execute the acts and celebrate
the contracts that are of the ordinary course of business of the company, according to their nature and purpose, from which they are derived and those that
they will relate to him. By order of the administration body, the Managers and Assistant Managers will also exercise it.
name, according to the powers expressly granted to them in their respective appointments. TWENTIETH
EIGHTH: RESTRICTIONS ON THE SOLE ADMINISTRATOR AND LEGAL REPRESENTATIVE. The Sole Administrator is restricted and
Legal Representative, to exercise acts of dominion over any kind of assets of the society in their charge. TWENTIETH
NOVENA: BOOK OF MINUTES. The society shall keep a book of minutes for the general assemblies and, if applicable, for the Council.
Management. The minutes will be signed by the President and the Secretary of the meeting. THIRTIETH: FISCAL YEAR. The
the social year will be from January first to December thirty-first of each year, except for the first social year, which
it will understand from the date of registration of the company in the General Mercantile Registry of the Republic to the thirty-first of
December of the same year. THIRTY-SECOND: LEGAL RESERVE. From the net profits of each fiscal year, a portion will be separated
five percent (5%) that will be allocated to form the legal reserve; when it exceeds fifteen percent (15%) of the capital
At the closing of the immediate previous fiscal year, it may be capitalized, without prejudice to continuing to set aside five percent as
THIRTY-SECOND: DISSOLUTION. The company will be completely dissolved in any of the following cases: a)
Due to the impossibility of continuing to carry out the main purpose of the company; b) By resolution of the partners taken in Assembly
Extraordinary General; c) For loss of more than sixty percent (60%) of the share capital; d) For meeting all the
actions in a single person. As soon as the administrators become aware of the existence of a cause for dissolution, they
they will record in the minutes that everyone will sign and will convene an Extraordinary General Assembly that must be held within the
next to the date of the minutes. The Assembly will resolve to remedy the cause of dissolution and modify the constitutive deed
to continue the operations or alternatively, agree on the dissolution of the company; in any of the indicated cases,
The resolved matter will be formalized in a public deed and registered in the Commercial Registry. If a cause is proven.
total dissolution or after the agreement for total dissolution of the company, the governing body may not initiate
new operations; if this prohibition is contravened, the governing body will be unlimited and, where applicable,
jointly responsible for the operations undertaken. THIRTY-THIRD: BASIS FOR LIQUIDATION. Dissolved
the society will enter into liquidation, the term not exceeding one year, retaining its legal personality until
conclude and during this time you must add to your company name the words 'IN LIQUIDATION' observing the
The following bases: A) It will be practiced by the people designated by the General Assembly, who will have the powers that
establishes article two hundred and forty-seven of the Commercial Code; once the liquidators are appointed and the positions accepted,
The appointment will be registered in the Commercial Register. The governing body of the company will continue in the
performance of their duties until all assets, books, and documents are turned over to the liquidators
society, according to inventory. If there are several liquidators, they must proceed jointly and their responsibility will be
solidarity.B) The liquidators will observe the following order of payments: 1) Liquidation costs; 2) Debts of the company; 3)
Contribution of the partners; and 4) Profits. C) The liquidators cannot distribute among the partners, not even partially, the
social assets, as long as the creditors of the company have not been paid or the sums have not been separated.
necessary to pay them. D) The liquidators will distribute the remainder among the partners, observing the following rules: a)
In the final balance sheet, the distributable social assets and the proportional value thereof, payable to each share, will be indicated;
b) Said balance will be published in the Official Gazette and another of the widest circulation in the country, three times during a
two-week deadline; the balance, the documents, books, and records of the company will be available to the
shareholders up to the day before the General Shareholders' Meeting, inclusive; the shareholders will enjoy a period of fifteen
days, from the last publication, to present their claims to the liquidators; c) In the same publications, it will be done
the call to the General Shareholders' Meeting, to make a final decision on the balance sheet; the Assembly
it must be held at least one month after the first publication and in it the partners will be able to make the
claims that have not been addressed previously or formulate those they consider necessary; d) Approved the
balance sheet and the profit and loss statement, the liquidators will proceed to make payments to the shareholders that
corresponding, against the delivery of the titles of the duly canceled shares. THIRTY-FOURTH: ELECTION OF
ADMINISTRATION BODY. The grantors express that initially the company will be managed by a
Sole Administrator and Legal Representative appointed as such Mariana Isabel Pérez Cifuentes who will have all the
powers granted by this contract and the law, necessary to act before any department of
State, as well as before the courts of justice and any public or private entity, tax and fiscal authorities, with
all legal representation faculties of the company and use of the corporate name, may hire personnel,
hire and carry out any business and act necessary for the society to begin its activities and to be able to enter into contracts
of any kind with other societies, companies or firms related to the entity now established, may sign the
provisional certificates of the company's shares as well as the definitive titles of the same and for the company
I was duly registered in the General Mercantile Registry of the Republic, must require the services of a notary to
split your NOTARIAL ACT OF APPOINTMENT and carry out all the relevant management and promote the registration of the
society before the respective authorities, the payment of fiscal taxes and granting any extension, modification or
adaptation of this public instrument and who will also perform such functions for a period of three years. THIRTIETH
FIFTH: ACCEPTANCE: The appearing parties express that they are completely satisfied with this contract and
that in the related terms they accept the content of each of its clauses and declare constituted SOCIETY
ANONYMOUS. I, the notary, ATTEST: A) To everything contained in this instrument; B) That I made the warning relatedVAT to be paid
of the corresponding taxes and registration of this deed; and C) If having had the respective documents in view
identification of the parties present, and the banking deposit receipt that literally says: D) That I read
fully the written document to the grantors and well aware of its content, purpose, and legal effects, they ratify, accept and
firman.
NUMBER FOUR. In the city of Quetzaltenango, on the thirtieth of January in the year two thousand eighteen, at eleven o'clock,
I, the undersigned Notary, established at fourteenth avenue fourteen dash forty, at the request of Licenciada MARIANA
ISABEL PÉREZ CIFUENTES, who identifies with the Personal Identification Document with unique identification code.
two thousand five hundred fifty-six eighty-nine thousand seven hundred fifty-six zero nine zero
one (2556 89756 0901), extended by the National Registry of Persons of the Municipality and Department of
Quetzaltenango, in order to certify his appointment as ADMINISTRATOR AND LEGAL REPRESENTATIVE of the company
anonymous MODA CONFEX S.A., for which the following procedure is followed: FIRST: The requester presents to me:
First Testimony of Public Deed Number forty-hyphen two hundred (40-200), authorized in this city, on the day
seventeenth of January of the year two thousand eighteen, by Notary Juan José Sánchez Vázquez by means of which the was established
commercial entity named GARCIA DE LEON MEJIA Y LOPEZ S.A., which was registered in the General Commercial Register
of the Republic, under number four hundred (400), page thirty-two (32), book ten (10), of Commercial Companies; same
that by which the constitution of the company was established, the authorized, subscribed, and paid-up capital; and other specifications
of the same that are contained therein. SECOND: The instruments described above contain the social pact of the
entity or Corporation, of which the following clauses are transcribed: SECOND, TWENTY-SEVENTH, THIRTIETH
FOURTH, which are transcribed in their relevant parts as follows: "SECOND: OBJECT: The main purpose
of the social operations of the entity that is hereby constituted, without being limited to, are: a) Carrying out operations of
foreign and domestic trade, also to direct their activities towards the promotion and marketing of national products
in the international market. b) Wholesale or retail marketing in the domestic and external market of
products in the clothing manufacturing sector and any other products of lawful commerce. c) The provision of services
business collaboration of todotpo for the marketing of products and services, through the conclusion of the
timely agreements with the companies authorized for the supply and distribution of products and services. This
collaboration will include, in any case and to the extent permitted by applicable law, marketing. d) Exportation,
importation, representation, buying and selling, distribution, and marketing of all kinds of products; e) carrying out of
investments and businesses with local, national, and international companies; f) Improve growth opportunities and
development of rural areas, relying on local initiatives and an integrated approach; g) purchase, sale, importation,
export and production of raw materials, machinery, vehicles, textile products, materials, articles, accessories
parts, pieces and any other goods of lawful trade, necessary for the fulfillment of its purposes; h) commercialization of
franchises, acquisition of franchises, trusts and acquisition of trusts; i) execution of agreements and/or alliances,
with local, national, and international organizations and institutions from the public, private, and social sectors; j) implementation of
investments and businesses with local, national, and international companies; k) acquire, lease, sell, transfer, alienate and
to have any type of real estate necessary for achieving its objectives; l) Repair, maintenance, and
adaptation of vehicles, trucks, tractor trailers, construction equipment such as mechanical, electrical equipment
mechanical. In general, for land, air, water, and underwater use, as well as the buying and selling of spare parts.
tools, tires and accessories for all types of vehicles, of national or foreign origin
national or foreign, inside and outside the national territory, aimed at any type of client; m) For the achievement
for its purpose, the Society may carry out all kinds of acts or contracts and incur all types of obligations that are
complementary or accessory, related or connected to the previously mentioned social purpose; n) production of garments,
marketing and sale of them, which may be carried out either directly or through third parties; ñ) The company
may engage in any activity that is not prohibited by laws, related to trade, industry and the
provision of services, investment in securities and in any type of assets, whether movable or immovable. TWENTY-SEVENTH:
LEGAL REPRESENTATION. The legal representation of the company, in court and out of it, without any kind of limitations,
corresponds to the sole administrator or to the members of the Board of Directors as decided by the Assembly, who, in their
In this case, they may act jointly or separately. By virtue of their appointment, they will have all the powers to
to represent the society judicially in accordance with the provisions of the Judicial Organization Law and those that
require to execute the acts and celebrate the contracts that are within the ordinary course of the company, according to their nature and
object, of those that derive from it and of those that relate to it. By disposition of the administrative body, also the
the Managers and Deputy Managers who are appointed will exercise the powers expressly granted to them in their
respective appointments. THIRTY-FOURTH: ELECTION OF THE ADMINISTRATIVE BODY. The grantors express that
Initially, the company will be managed by a Sole Administrator and Legal Representative appointed as such to
Mariana Isabel Pérez Cifuentes who will have all the powers granted by this contract and the law, the necessary ones.
to be able to act before any state dependency, as well as before the courts of justice and any public entity
or private, tax and fiscal authorities, with all the powers of legal representation of the company and use of the
corporate name, may appoint staff, hire and carry out any business and act necessary for the company
start your activities and be able to celebrate all kinds of contracts with other societies, companies, or related firms
The entity formed today will be able to sign the provisional certificates of the company's shares as well as the titles.
definitives of the same and for the society to be duly registered in the General Mercantile Registry of the Republic,
you will need to require the services of a notary to break down your NOTARIAL APPOINTMENT ACT and do all the
relevant issues and promote the registration of the society with the respective authorities, the payment of tax liabilities and
grant any extension, modification, or adaptation of this public instrument and who will also exercise such
functions for a period of three years. THIRD: LEGAL REPRESENTATION: they expressly confer to him, in addition to all the
faculties that the law and the social pact indicate, the following: a) To subscribe to deeds or credit titles, which oblige to the
society, as well as all kinds of writings and documents that formalize transactions that allow for the development of the
Activity of the same, whether these businesses are linked to the corporate purpose directly or indirectly; b) Acquire goods for the
society, which are of the normal course of the same in order to fulfill the social objectives; c) Grant credits in any
class of modality and also request it and formalize it through promissory notes, deeds, and other formalization mechanisms,
prior authorization from the Board of Directors or the Credit Committee, as the case may be; d) Provide a guarantee or surety when
it was necessary and in accordance with the regulatory provisions issued by the monetary board; e) Exercise representation
legal both inside and outside of the trial, being able to grant and revoke judicial mandates under their responsibility for matters
specific, informing the Board of Directors about it; f) Hire personnel for the company; g) Enter into contracts
from the ordinary business of the company, those derived from it and those related to it; i) To represent the Company before
Judicial, administrative, or any other authorities, as well as to execute acts and enter into contracts
who are from the ordinary course of society, with the authority to act as their natural legal representative, to give confession
personal for the Society, to acknowledge signatures, to compromise, and to exercise any other relevant powers for proper and
ready continuation of matters or processes. FOURTH: and for you to serve as legal evidence of appointment to Miss
MARIANA ISABEL PÉREZ CIFUENTES, as ADMINISTRATOR AND LEGAL REPRESENTATIVE of the entity MODA CONFEX S.A., is
This act is extended. There being nothing more to record, this proceeding is concluded at the same place and
date submitted, one hour after the start contained in four sheets of bond paper, useful on its front and
reverse, adheres to the first fiscal sheet of the value of one hundred quetzals, with registration number two hundred fifty
twelve hundred eighteen (250318). After reading what is written to the requester, she ratifies, accepts, and signs.
BEFORE ME