MEXICAN STOCK EXCHANGE

TICKER SYMBOL: WALMEX

WAL - MART DE MEXICO, S.A.B. DE C.V. QUESTIONNAIRE ON CORPORATE GOVERNANCE

PRINCIPLES AND BEST PRACTICES

Shareholders' Assembly

Section 6.1 Information and Agenda of the Shareholders' Assembly.

1.

Is the grouping of matters related to other subjects avoided in the "Agenda"? (Best Practice 1)

YES

2.

Is the use of Miscellaneous Subjects avoided in the "Agenda"? (Best Practice 1)

YES

3.

Is information on each item included in the "Agenda" available with a minimum of 15 days before the meeting? (Best Practice 2)

YES

4.

Is there a guideline that contains detailed information and voting alternatives with which shareholders can instruct their agents on

YES

how to exercise the voting rights related to each topic in the Agenda? (Best Practice 3)

5.

Regarding the information given to shareholders:

a) Does it include suggestions from the Board of Directors for the integration of new members? (Best Practice 4)

YES

b) Does it include résumés for all the candidates to the Board of Directors with enough information to assess their classification and

YES

independence? (Best Practice 4)

COMMENT: Résumés are included every time new Directors are appointed.

Section 6.2 Information and Communication between the Board of Directors and the Shareholders.

6. Does the Board of Directors include in its "Annual Report to the Shareholders' Assembly" relevant matters pertaining to the work done by the committee or committees who perform duties related to the following subjects? (Best Practice 5):

a) Audit. ***

YES

b) Evaluation and compensation.

YES

c) Finance and planning.

YES

d) Risk and compliance

YES

e) Corporate Practices***.

YES

f) Others (explain in detail).

7.

Are the reports by each committee available to shareholders, within the material for the Meeting, with the exception of that

YES

information that must be kept confidential? (Best Practice 5)

8.

Does the "Annual Report" to the Shareholders' Assembly include the names of all members from each committee? (Best Practice 5)

YES

9.

Does the Company have the necessary means of communication to keep shareholders, general investors and third-party

YES

stakeholders properly informed? (Best Practice 6). If the answer is yes, explain which ones in detail. If the answer is no, explain why.

a) Explain in detail:

Yes, the Company publishes all relevant events and quarterly and annual financial information through the Mexican Stock Exchange, the National Banking and Securities Commission, OTC (www.mybnymdr.com) and the Investor Relations site (www.walmex.mx). Also, the Company informs

every January about the recurring information that will be published, such as monthly sales and quarterly reports, so that analysts, investors and the

general public are aware in advance of the availability of this information and can go over it.

10. Is there a procedure in place to prevent conflicts among shareholders and/or directors, and solve them in a peaceful,

YES

compromised way, by using the alternative mechanisms to solve disputes? (Best Practice 7)

COMMENT: Independent Director Adolfo Cerezo was appointed Leading Director by the Shareholders' Assembly to mainly act as the link between minority shareholders of the Company and the administration.

  • A mandatory duty for companies listed with the Mexican Stock Exchange, which can be performed along with other functions or within a single committee.

Page 1 of 11

FREE TRANSLATION, NOT TO THE LETTER

MEXICAN STOCK EXCHANGE

TICKER SYMBOL: WALMEX

WAL - MART DE MEXICO, S.A.B. DE C.V. QUESTIONNAIRE ON CORPORATE GOVERNANCE

PRINCIPLES AND BEST PRACTICES

Board of Directors

Section 7.1 Duties Performed by the Board of Directors.

11. Does the Board of Directors perform the following duties? (Best Practice 8)

a. Ensures all shareholders:

i. are treated equally.

YES

ii. have their rights honored.

YES

iii. have their interests protected.

YES

iv. have access to Company information.

YES

b. Ensures the creation of financial and social value for all shareholders, as well as the permanence of the Company.

YES

c. Encourages the Company to take third-party stakeholders into consideration for decision making processes. Third-party stakeholders will be:

i. Employees

YES

ii. Customers

YES

iii. Suppliers

YES

iv. Creditors

YES

v. Community served by the Company

YES

vi. Other third-party stakeholders

YES

d. Ensures the honest, responsible operations of the Company.

YES

e. Determines strategic direction.

YES

f. Supervises the operations of the Company.

YES

g. Approves management.

YES

h. Includes innovation as part of the Company's culture and mindset.

YES

i. Appoints a Chief Executive Officer and top Company Officers.

YES

j. Evaluates and approve the management by the Chief Executive Officer and top Company Officers.

YES

k. Promotes:

i. the responsible issuing of information.

YES

iii. the responsible disclosing of information.

YES

iii. the transparent administration of the Company

YES

l. Promotes the establishing of internal control mechanisms.

YES

m. Promotes the establishing of mechanisms that ensure the quality of information.

YES

n. Establishes policies regarding operations with related parties.

YES

o. Approves operations with related parties.

YES

p. Encourages establishment of a formal succession plans for:

i. Chief Executive Officer.

YES

ii. Top Company Officers.

YES

q. Ensures the existence of mechanisms allowing for the proper:

i. Identification of strategic risks.

YES

ii. Analysis of strategic risks.

YES

iii. Management of strategic risks.

YES

iv. Control of strategic risks.

YES

v. Proper disclosure of strategic risks.

YES

r. Ensures the determination of plans aimed at the continuity of the business.

YES

s. Oversees the existence of information recovery plans in case of disasters.

YES

t. Encourages social responsibility. The form(s) in which social responsibility is encouraged is (are):

i. Community service.

YES

ii. Changes in mission and vision.

YES

iii. Changes in the strategy of the business.

YES

iv. Consideration to third-party stakeholders.

YES

v. Others:

At Walmart de México y Centroamérica, we work our way up to becoming the most trusted omnichannel chain in the region on our continuous quest to create value for all of our stakeholders. This implies generating Shared Value, this benefitting all of our stakeholders, making the lives of our customers and members easier every day, developing the potential of our associates, strengthening relations with our business partners, decreasing the environmental impact of our operations, supporting the communities that we serve, and conducting ourselves in accordance to the trust placed in us by our shareholders. Our adherence to the highest ethical and legal standards ensures certainty and trust in our company's long-term strategy.

In order to achieve this, we have coupled Corporate Responsibility to our guidelines, and in turn, to our everyday actions. In doing so, we established clear priorities focused on the following priorities:

Environment:

  • Waste: 74% and 50% progress towards our Zero Waste goal in Mexico and Central America, respectively.
  • Emissions: 5% reduction vs. 2015
  • Energy: We lead the retail industry in terms of renewable energy consumption. 84% of our stores are supplied with renewable energy sources from six wind farms and two hydroelectric plants. We saved 51,132 GJ of energy vs. 2017.
  • Water: We continue working in order to preserve the quality and amount of water available, with 1,111 water treatment plants (766 in Mexico and 345 in Central America.

Page 2 of 11

FREE TRANSLATION, NOT TO THE LETTER

MEXICAN STOCK EXCHANGE

TICKER SYMBOL: WALMEX

WAL - MART DE MEXICO, S.A.B. DE C.V. QUESTIONNAIRE ON CORPORATE GOVERNANCE

PRINCIPLES AND BEST PRACTICES

Social:

  • Associates:
    Talent development - 22,996 promotions, 51% of which were women. 11.6 million hours in training Health & safety - Our vision: become the safest company to shop and work. Our goal is Zero Accidents.
    Diversity & inclusion - For the second consecutive year, we received the certification by the Mexican Standard on Labor Equality and Anti- Discrimination
  • Suppliers:
    93% of the merchandise sold in the country is purchased in Mexico. 2,757 products with less impact on the environment.
  • Community:

1.3 billion pesos channeled - 2.4 million beneficiaries. 144 NGOs work in alliance with our company. Valuable neighbor - 2,110 volunteering activities. 93,405 volunteers.

Food safety - 34,120 ton channeled. 1,152,000 beneficiaries per month.

Corporate Governance:

    • Board of Directors - 30% of the members are women and 50% are independent members.
    • Corporate Responsibility Committee - Presided by the CEO of the Company and includes Vice Presidents for each of the areas of the Company.
    • Ethics and Compliance - Designed to prevent, detect and respond to any breach of laws applicable to the Company, as well as internal policies and procedures. It provides the guidelines that each associate must follow to act correctly and according to the values and fundamental principles of the Company.
  2. Encourages the Company to issue and disclose its Ethics Code, and promotes the disclosure of wrongdoings and the protection of informants through specific actions such as the following:

i. Issuance of the Ethics Code.

YES

ii. Internal and external diffusion and application of the Code.

YES

iii. Complaint mechanisms for the offences to the Code.

YES

iv. Protection mechanisms for the informants.

YES

v. Others:

Ethics and Compliance

We have a dynamic and effective Ethics and Compliance program designed to prevent, detect, and act on any noncompliance regarding legislation in-force and internal policies and procedures. This program establishes the guidelines that each and every associate must follow to act correctly and in keeping with the values and fundamental principles of the company, with the main purpose to be the most trusted omnichannel chain for our stakeholders.

Since 2014, we have a CECO -Chief Ethics & Compliance Officer- for Mexico and Central America who oversees a dedicated team made up of over 350 associates in charge of each of the 14 different areas, ranging from anti-corruption to food safety.

To provide the relevant expertise in each subject area, we have 14 Global Subject Matter Leaders and installed Subject Matter Experts for each of the 14 risk areas in each retail market. These Subject Matter Leaders and Subject Matter Experts work together to identify and coordinate common standards and procedures, share best practices, provide training, monitoring, and support in their subjects. They report to their respective CECOs in each business unit.

Finally, in response to a variety of guidelines provided by governments and private agencies, we developed six basic building blocks of our unified program:

  • Leadership
  • Risk assessment
  • Standards and controls
  • Awareness
  • Training
  • Monitoring and response

This process keeps our Ethics & Compliance program agile and responsive as our business and the external environment change.

Our Statement of Ethics is the guide to exemplifying integrity as a Walmart associate; it's a daily resource for making honest, fair and objective decisions while operating in compliance with all laws and our policies. This Statement of Ethics applies to all associates at every level of our organization around the world and all Board and Committee members. Walmart expects all suppliers, consultants and contractors to act right and in a consistent manner. Throughout their careers with the company, our associates are provided with different resources to help them succeed and to promote and recognize ethical choices.

Page 3 of 11

FREE TRANSLATION, NOT TO THE LETTER

MEXICAN STOCK EXCHANGE

TICKER SYMBOL: WALMEX

WAL - MART DE MEXICO, S.A.B. DE C.V. QUESTIONNAIRE ON CORPORATE GOVERNANCE

PRINCIPLES AND BEST PRACTICES

We are committed to maintaining a work atmosphere that encourages our associates to voice any concerns regarding possible violations of our Statement of Ethics, and any kind of retaliation against any associate who presents such concerns is strictly prohibited. Reports can be made through various ways:

  • Open Door Communication is the most direct way to voice any situation to a leader through open communication.
  • The Global Ethics Help Line. We have local telephone numbers available that any person can dial to ask questions or concerns 24/7. This help line is fitted to serve in the local languages of all markets where we operate, and is serviced by a non-Walmart affiliated company.

v. Makes sure the Company has appropriate mechanisms to prove it meets all applicable legal regulations to which it is subject

YES

w. Maintains a mechanism in place to prevent illegal operations and conflicts of interest.

YES

12. To ensure that lines of authority and responsibility are fully transparent, the CEO's activities are kept separated from those of the

YES

Board of Directors (Best Practice 8).

Section 7.2 Integration of the Board of Directors.

13.

How many Directors does the Board of Directors have? (Best Practice 10, Securities Market Law) ***

11

14.

If applicable, how many Alternate Directors does the Board of Directors have? (Best Practice 11)

0

COMMENT: The Board of Directors of the Company is comprised of only Directors.

15.

If there are Alternate Directors, indicate:

a) Does each Director suggest his/her Alternate Director? (Best Practice 11)

N/A

b) Does each Independent Director have an Alternate Independent Director? (Best Practice 11)

N/A

16.

Is there a communication process between Directors and their Alternate Directors to foster effective participation? (Best Practice

N/A

11)

17. Upon the appointment of Independent Directors, do they give the Chairman proof of compliance with requirements concerning independence? (Best Practice 12)

a) Compliance with requirements of independence

YES

b) Statement of not having any conflict of interest

YES

c) Not having their loyalty compromised

YES

18. Do Independent Directors represent at least 25% of all Directors? (Best Practice 13)

YES

19. Of the total number of proprietary members from the Board of Directors, how many are classified as follows? (Best Practice 13):

a) Independent (The Director who meets the requirements for independence).

5

b) Equity (Shareholders who despite being part of the Company's control group, are not part of the Management team).

1

c) Equity Independent (Shareholders not exerting considerable influence, nor authority, nor tied to the Company's management

2

team).

d) Related (The Director who is only part of the Management Team).

1

COMMENT: Only the President and CEO is both Director and part of the Management Team, while the other four related Directors are not officers of the Issuer, but of its parent company.

During the General Shareholders' Assembly held on March 21, 2019, ten out of eleven Directors were appointed, while the remaining Director will be appointed later by the Board of Directors under Article 24 of the Securities Exchange Act.

e) Equity Related (Shareholders, who, in addition are corporate officers).

0

20. Do Independent and Patrimonial Directors add up to a minimum of 60% of the Board of Directors? (Best Practice 14)

YES

21. Are women considered to join the Board of Directors? (Best Practice 15)

YES

a) How many women are members of the Board of Directors?:

3

i. Directors

3

ii. Alternate Directors

0

COMMENT: The Board of Directors of the Company is comprised of only Directors.

b) How are they categorized?

i. Independent

YES

COMMENT: One female Independent Director

ii. Equity

NO

iii. Equity Independent

NO

iv. Related

NO

v. Equity Related

NO

COMMENT: Two of the female Directors of the Issuer are not officers of the Issuer, but of its parent company.

22. Regarding the Annual Report presented by the Board of Directors, does it indicate? (Best Practice 16):

a) The classification for each member of the Board of Directors.

YES

b) The professional activity of each member of the Board of Directors.

YES

COMMENT: The professional activity of each member of the Board of Directors is made public prior to each individual appointment; nevertheless, it is not mentioned in every subsequent Annual Report for abbreviation purposes.

Note: *** Publicly-held companies may have a maximum of 21 Directors.

Page 4 of 11

FREE TRANSLATION, NOT TO THE LETTER

MEXICAN STOCK EXCHANGE

TICKER SYMBOL: WALMEX

WAL - MART DE MEXICO, S.A.B. DE C.V. QUESTIONNAIRE ON CORPORATE GOVERNANCE

PRINCIPLES AND BEST PRACTICES

Section 7.3 Structure of the Board of Directors.

The Board of Directors can create one or several committees to support the fulfillment of its obligations. For each of the following duties, comment on which committee performs each duty or explain why it is not performed (Best Practice 15).

23. With the purpose of making informed decisions, indicate if the next duties are performed by the Board of Directors (Best Practice 17):

a) Audit.***

YES

b) Evaluation and Compensation.

YES

c) Finance and Planning.

YES

d) Corporate Practices.***

YES

e) Risk and Compliance

YES

f) Others (explain in detail):

24. Indicate which committee performs the following duties:

  1. Audit.***

Audit Committee

  1. Evaluation and Compensation. Corporate Practices Committee
  2. Finance and Planning.

Audit Committee

  1. Corporate Practices.***
    Corporate Practices Committee
  2. Risk and Compliance

Audit Committee

f) Others (explain in detail):

25. Indicate the number of Proprietary Directors that serve on the following committees: (Best Practice 18)

a) Audit.***

5

b) Evaluation and Compensation.

5

c) Finance and Planning.

5

d) Corporate Practices.***

5

e) Risk and Compliance

5

f) Others (explain in detail):

COMMENT: Wal-Mart de México, S.A.B. de C.V. held its Annual General Ordinary Shareholders' Assembly on March 22, 2018, where it was

approved that the committees were to be comprised of 5 members, all of them independent, statutory Directors.

26. How often do committees report their activities to the Board of Directors? (Practice 18)

a) Audit.***

Quarterly

b) Evaluation and Compensation.

Quarterly

c) Finance and Planning.

Quarterly

d) Corporate Practices.***

Quarterly

e) Risk and Compliance.

Quarterly

f) Others (explain in detail):

COMMENT: The Corporate Practices Committee develops the functions of Evaluation and Compensation, while the Audit Committee is in charge of Finance and Planning and Risk and Compliance.

27.

Does the Chairman of each committee invite company officials to meetings when the latter's responsibilities are related to duties

YES

performed by the former? (Best Practice 18)

28.

Does each Independent Director participate in a committee? (Best Practice 18)

YES

29.

If the answer to the previous question is no, explain why.

N/A

30.

Is the committee in charge of audit duties chaired by a Director with accounting and financial background and know-how? (Best

YES

Practice 18)

31. If answer to previous question is no, explain why.

N/A

  • A mandatory duty for companies listed with the Mexican Stock Exchange, which can be performed along with other functions or within a single committee.

Page 5 of 11

FREE TRANSLATION, NOT TO THE LETTER

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

Disclaimer

Wal-Mart de Mexico SAB de CV published this content on 03 June 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 03 June 2019 14:18:03 UTC