Selected Financial Data The following tables present our selected consolidated financial information as of and for each of the periods indicated. This information is qualified in its entirety by reference to, and should be read together with, our audited consolidated year-end financial statements. The following data for each of the years ended December 31, 2025, 2024 and 2023 has been derived from our audited consolidated year-end financial statements, including the consolidated statements of financial position as of December 31, 2025, 2024 and 2023, the related consolidated statements of income or loss, comprehensive income or loss, changes in equity and cash flows for the years ended December 31, 2025, 2024 and 2023, and the accompanying notes appearing elsewhere in this annual report. The selected consolidated financial information as of December 31, 2025, 2024 and 2023, and for the years ended December 31, 2025, 2024 and 2023, was prepared in accordance with IFRS Accounting Standards, as issued by the IASB. The exchange rate used in translating Pesos into U.S. Dollars for calculating the convenience translations included in the following tables is determined by reference to the interbank free market exchange rate (the “Interbank Rate”), as reported by Banco Citi México, S.A., as of December 31, 2025, which was Ps.18.0165 per U.S. Dollar. This annual report contains translations of certain Peso amounts into U.S. Dollars at specified rates solely for the convenience of the reader. The exchange rate translations contained in this annual report should not be construed as representations that the Peso amounts actually represent the U.S. Dollar amounts presented or that they could be converted into U.S. Dollars at the rate indicated. The Interbank Rate, as reported by Banco Citi México, S.A. as of March 31, 2026, was Ps.17.9460 per U.S. Dollar. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023(4) ​ ​ (Millions of U.S. Dollars or millions of Pesos)(1) Statement of Income or Loss Data: ​ ​ ​ ​ ​ ​ ​ ​ Revenues ​ U.S.$ 3,268 ​ Ps. 58,878 ​ Ps. 62,261 ​ Ps. 66,223 Operating income (loss) ​ 235 ​ 4,225 ​ (2,819) ​ 1,858 Finance expense, net (2) ​ (230) ​ (4,140) ​ (4,695) ​ (4,846) Net loss from continuing operations (4) ​ ​ (496) ​ ​ (8,935) ​ ​ (8,385) ​ ​ (9,435) Income from discontinued operations, net (4) ​ ​ — ​ ​ — ​ ​ 57 ​ ​ 628 Net loss ​ (496) ​ (8,935) ​ (8,328) ​ (8,807) Net loss attributable to stockholders of the Company ​ (509) ​ (9,168) ​ (8,265) ​ (8,423) Net income (loss) attributable to non-controlling interests ​ 13 ​ 233 ​ (63) ​ (384) Basic loss per CPO attributable to stockholders of the Company of continuing operations (4) ​ ​ — ​ ​ (3.42) ​ ​ (3.06) ​ ​ (3.24) Basic earnings per CPO attributable to stockholders of the Company of discontinued operations (4) ​ ​ — ​ ​ — ​ ​ 0.02 ​ ​ 0.23 Basic loss per CPO attributable to stockholders of the Company (3) ​ — ​ (3.42) ​ (3.04) ​ (3.01) ​ 4 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Diluted loss per CPO attributable to stockholders of the Company of continuing operations (4) ​ — ​ (3.42) ​ (3.06) ​ (3.24) Diluted earnings per CPO attributable to stockholders of the Company of discontinued operations (4) ​ — ​ — ​ 0.02 ​ 0.23 Diluted loss per CPO attributable to stockholders of the Company (3) ​ ​ — ​ ​ (3.42) ​ ​ (3.04) ​ ​ (3.01) Weighted-average number of shares outstanding (in millions) (3) (5) ​ — ​ 313,478 ​ 317,806 ​ 327,174 Statement of Comprehensive Income or Loss Data: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive loss ​ U.S.$ (440) ​ Ps. (7,927) ​ Ps. (11,352) ​ Ps. (7,896) Comprehensive loss attributable to stockholders of the Company ​ ​ (453) ​ ​ (8,158) ​ ​ (11,281) ​ ​ (7,466) Comprehensive income (loss) attributable to non-controlling interests ​ 13 ​ 231 ​ (71) ​ (430) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of and for the Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Statement of Financial Position Data: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents and short-term investments ​ U.S.$ 2,165 ​ Ps. 39,005 ​ Ps. 46,193 ​ Ps. 32,586 Total assets ​ ​ 12,678 ​ ​ 228,418 ​ ​ 251,658 ​ ​ 262,670 Current portion of long-term debt (6) ​ 207 ​ ​ 3,737 ​ ​ 4,557 ​ ​ 9,988 Interest payable (6) ​ 79 ​ ​ 1,425 ​ ​ 1,675 ​ ​ 1,507 Long-term debt, net of current portion (7) ​ 4,566 ​ ​ 82,257 ​ ​ 98,398 ​ ​ 78,548 Customer deposits and advances ​ 53 ​ ​ 958 ​ ​ 1,130 ​ ​ 1,392 Current portion of deferred revenue ​ 16 ​ ​ 288 ​ ​ 288 ​ ​ 288 Deferred revenue, net of current portion ​ ​ 240 ​ ​ 4,315 ​ ​ 4,603 ​ ​ 4,890 Capital stock ​ ​ 218 ​ ​ 3,934 ​ ​ 3,934 ​ ​ 4,723 Total equity (including non-controlling interests) ​ 5,691 ​ ​ 102,529 ​ ​ 111,696 ​ ​ 134,672 Shares outstanding (in millions) (5) ​ — ​ ​ 311,115 ​ ​ 315,452 ​ ​ 323,977 Statement of Cash Flow Data: ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by operating activities ​ U.S.$ 1,115 ​ Ps. 20,092 ​ Ps. 32,554 ​ Ps. 15,201 Net cash used in investing activities ​ (1,237) ​ (22,290) ​ (9,010) ​ (15,758) Net cash used in financing activities ​ (906) ​ (16,321) ​ (9,389) ​ (17,753) (Decrease) increase in cash and cash equivalents ​ (1,032) ​ (18,586) ​ 14,304 ​ (18,545) Other Financial Information: ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures (8) ​ U.S.$ 676 ​ Ps. 12,187 ​ Ps. 9,097 ​ Ps. 14,708 Other Data (unaudited): ​ ​ ​ ​ ​ ​ ​ ​ Number of employees (at year end) ​ — ​ 26,599 ​ 28,038 ​ 32,932 Number of Satellite Pay Television RGUs (in thousands at year end) (9) ​ — ​ 3,516 ​ 4,696 ​ 5,567 Number of Satellite Broadband Internet RGUs (in thousands at year end) (9) ​ ​ — ​ ​ 225 ​ ​ 351 ​ ​ 515 Number of Satellite Mobile RGUs (in thousands at year end) (9) ​ — ​ 9 ​ 16 ​ 33 Number of Residential Pay Television RGUs (in thousands at year end) (10) ​ — ​ 3,647 ​ 3,847 ​ 4,059 Number of Residential Broadband Internet RGUs (in thousands at year end) (10) ​ — ​ 5,673 ​ 5,626 ​ 5,678 Number of Residential Digital Telephony RGUs (in thousands at year end) (10) ​ — ​ 5,552 ​ 5,383 ​ 5,351 Number of Residential Mobile RGUs (in thousands at year end) (10) ​ — ​ 653 ​ 334 ​ 308 ​ 5 Table of Contents Notes to Selected Consolidated Financial Information: (1) Except per Certificado de Participación Ordinario, or CPO amounts, employees, and Revenue Generating Units, or RGUs. An RGU is defined as an individual service subscriber who is billable under each service (pay television, broadband internet and voice). (2) Includes interest expense, interest income, foreign exchange gain or loss, net, and other finance income or expense, net. See Note 23 to our consolidated year-end financial statements. (3) For further analysis of net earnings per CPO (as well as corresponding amounts per Series “A” Share not traded as CPOs), see Note 25 to our consolidated year-end financial statements. In April 2026 the Company’s stockholders did not approve the payment of any dividend. See Note 29 to our consolidated year-end financial statements. In April 2025, 2024 and 2023 the Company’s stockholders approved the payment of a dividend of Ps.0.35 per CPO, respectively. (4) The consolidated statements of income or loss of the Group for the years ended December 31, 2024 and 2023, have been prepared to present the discontinued operations following the spin-off of most of the businesses of the Group’s former Other Businesses segment effective on January 31, 2024 (the “Spin-off”). Accordingly, the consolidated statement of income or loss of the Group for the year ended December 31, 2023 has been re-presented from that originally reported by the Company, to present in that year the results from discontinued operations of the businesses that were spun off by the Group on January 31, 2024. (5) As of December 31, 2025, 2024 and 2023, we had four classes of stock: Series “A” Shares, Series “B” Shares, Series “D” Shares and Series “L” Shares. Our shares are publicly traded in the United Mexican States, or Mexico, primarily in the form of CPOs, each CPO representing 117 shares comprised of 25 Series “A” Shares, 22 Series “B” Shares, 35 Series “D” Shares and 35 Series “L” Shares; and in the United States in the form of Global Depositary Shares, or GDSs, each GDS representing five CPOs. As of December 31, 2025, there were approximately 2,176.0 million CPOs issued and outstanding, each of which was represented by 25 Series “A” Shares, 22 Series “B” Shares, 35 Series “D” Shares and 35 Series “L” Shares, and an additional number of approximately 56,524.0 million Series “A” Shares, 0.2 million Series “B” Shares, 0.2 million Series “D” Shares and 0.2 million Series “L” Shares issued and outstanding (not in the form of CPO units). See Note 17 to our consolidated year-end financial statements. (6) The figures set forth in this line item are presented at amortized cost (principal amount, net of finance costs). Current portion of long-term debt and interest payable are presented as a separate line item in the consolidated statements of financial position as of December 31, 2025 and 2024. See Notes 2(o) and 14 to our consolidated year-end financial statements. (7) The figures set forth in this line item are presented at amortized cost (principal amount, net of finance costs). See “Operating and Financial Review and Prospects—Results of Operations—Liquidity, Foreign Exchange and Capital Resources—Indebtedness” and Note 14 to our consolidated year-end financial statements. (8) Capital expenditures are those investments made by us in property, plant and equipment. See “Information on the Company—Capital Expenditures”. (9) We have Satellite operations in Mexico, the Dominican Republic and Central America. The figures set forth in this line item represent the total number of RGUs (pay television, or pay-TV, broadband internet, digital telephony and mobile services) for Innova at the end of each year presented. For a description of Innova’s business and results of operations and financial condition, see “Information on the Company—Business Overview—Our Operations—Telecom—Satellite”. (10) RGUs provided by the Company in our Residential operations (pay-TV, broadband internet, digital telephony and mobile services). For example, a single subscriber paying for cable television, broadband internet, digital telephony and mobile services represents four RGUs. We believe it is appropriate to use the number of RGUs as a performance measure for the Company’s Residential operations given that these provide other services in addition to pay-TV. See “Operating and Financial Review and Prospects—Results of Operations—Summary of Business Segment Results” and “Information on the Company—Business Overview—Our Operations—Telecom—Residential”. ​ 6 Table of Contents Dividends Decisions regarding the payment and amount of dividends are subject to approval by holders of a majority of the Series “A” Shares and Series “B” Shares voting together, generally, but not necessarily, on the recommendation of the board of directors (the “Board of Directors”), as well as a majority of the Series “A” Shares voting separately. Emilio Azcárraga Jean controls the largest single block of the Series “A” Shares and, as a result of such control, both the amount and the payment of dividends may be influenced by his vote. See “Major Stockholders and Related Party Transactions—The Major Stockholders”. On March 25, 2004, our Board of Directors approved a dividend policy under which we currently intend to pay an annual ordinary dividend of Ps.0.35 per CPO. On April 26, 2023, at our general stockholders’ meeting, our stockholders approved a cash distribution to stockholders of up to Ps.1,053.4 million, which represents a payment of our ordinary dividend of Ps.0.35 per CPO, equivalent to Ps.0.002991452991 per share. On April 26, 2024, at our general stockholders’ meeting, our stockholders approved a cash distribution to stockholders of up to Ps.1,019.0 million, which represents a payment of our ordinary dividend of Ps.0.35 per CPO, equivalent to Ps.0.002991452991 per share. On April 29, 2025, at our general stockholders’ meeting, our stockholders approved a cash distribution to stockholders of up to Ps.1,019.0 million, which represents a payment of our ordinary dividend of Ps.0.35 per CPO, equivalent to Ps.0.002991452991 per share. The Board of Directors did not propose the payment of a 2026 dividend for approval of the Company’s general stockholders’ meeting held on April 28, 2026, as we are analyzing opportunities in the Mexican telecommunications sector, deleveraging transactions and investments in our business (including for general corporate purposes). All of the recommendations of the Board of Directors related to the payment and amount of dividends were voted on and approved at the applicable general stockholders’ meetings. Exchange Rate Information Since 1991, Mexico has had a free market for foreign exchange and, since 1994, the Mexican government has allowed the Peso to float freely against the U.S. Dollar. There can be no assurance that the government will maintain its current policies with regard to the Peso or that the Peso will not depreciate or appreciate significantly in the future. In the past, the Mexican economy has had balance of payment deficits and decreases in foreign exchange reserves. While the Mexican government does not currently restrict the ability of Mexican or foreign persons or entities to convert Pesos to U.S. Dollars, we cannot be sure that the Mexican government will not institute restrictive exchange control policies in the future, as has occurred from time to time in the past. To the extent that the Mexican government institutes restrictive exchange control policies in the future, our ability to transfer or to convert Pesos into U.S. Dollars and other currencies for the purpose of making timely payments of interest and principal of indebtedness, as well as to obtain foreign programming and other goods, would be adversely affected. See “—Risk Factors—Risk Factors Related to Mexico—Currency Fluctuations or the Devaluation and Depreciation of the Peso Could Limit the Ability of Our Company and Others to Convert Pesos into U.S. Dollars or Other Currencies, Which Could Adversely Affect Our Business, Financial Condition or Results of Operations”. Risk Factors The following is a discussion of risks associated with our company and an investment in our securities. Some of the risks of investing in our securities are general risks associated with doing business in Mexico. Other risks are specific to our business. The discussion below contains information, among other things, about the Mexican government and the Mexican economy obtained from official statements of the Mexican government as well as other public sources. We have not independently verified this information. Any of the following risks, if they actually occur, could materially and adversely affect our business, financial condition, results of operations or the price of our securities. Risk Factors Related to Mexico Economic and Political Developments in Mexico May Adversely Affect Our Business, Financial Condition and Results of Operations Most of our operations and assets are located in Mexico. As a result, our financial condition, results of operations and business may be affected by the general condition of the Mexican economy, the depreciation or appreciation of the Peso as compared to the U.S. Dollar and other currencies, Mexican inflation, interest rates, regulation, taxation, social instability and other political, social and economic developments in or affecting Mexico over which we have no control. 7 Table of Contents Economic Conditions in Mexico and Elsewhere May have a Material Impact on our Operations and Financial Condition Mexico has historically experienced uneven periods of economic growth. Mexican gross domestic product, or GDP, increased by 3.2% in 2023, increased by 1.2% in 2024 and increased by 0.8% in 2025. Mexican GDP fell short of the Mexican government forecast in 2025 and, according to analysts, Mexican GDP is expected to increase by 1.5% in 2026. We cannot be sure that these estimates and forecasts will prove to be accurate. Any future economic downturn, including downturns in the United States, Europe, Asia or anywhere else in the world, could affect our financial condition and results of operations. For example, demand for cable television, direct-to-home, or DTH, satellite services, pay-per-view programming, telecommunications services and other services and products we provide may decrease because consumers may find it difficult to pay for these services and products. Additionally, there can be no assurance that a Mexican sovereign debt rating downgrade would not adversely affect our business, financial condition, results of operations or the price of our securities. Developments and the Perception of Risk in Other Countries, Especially in Europe, China, the United States and Emerging Market Countries, May Materially Adversely Affect the Mexican Economy, the Market Value of Our Securities and Results of Operations The market value of securities of Mexican companies, the social, economic and political situation in Mexico and our financial condition and results of operations are, to varying degrees, affected by economic and market conditions in other countries, including the United States, countries in Europe, China and other Latin American and emerging market countries. Therefore, investors’ reactions to developments in any of these other countries may have an adverse effect on the market value or trading price of securities of Mexican issuers. Crises in the United States, Europe, China or emerging market countries may reduce investor interest in securities issued by Mexican companies, including those issued by us. Turmoil in other large economies, such as those in Europe, China and the United States, could have the effect of a downturn in the global economy. Further, our operations, including the demand for our products or services, and the price of our securities, have also historically been adversely affected by increases in interest rates in the United States and elsewhere. We cannot be sure that events in other emerging market countries, in the United States or elsewhere will not materially adversely affect our business, financial condition, results of operations, cash flows, prospects and the market price of our shares. In response to the Russian invasion of Ukraine, many jurisdictions, including the United States, United Kingdom, and European Union (“E.U.”), have imposed sanctions, export controls, import bans, new investment prohibitions, and other trade restrictions on Russia. While Mexico has thus far refrained from imposing such trade restrictions against Russia, the conflict in Ukraine and related sanctions against Russia may affect international macroeconomic conditions. Other geopolitical events, including the tentative ceasefire between the United States, Israel and Iran, and other conflicts in the Middle East, may also affect international macroeconomic conditions. In addition, increasing geopolitical fragmentation, including tensions between the United States and China, export controls, industrial policies and the reconfiguration of global supply chains, may result in sustained volatility in capital flows to emerging markets, including Mexico. Although Mexico has been viewed as a potential beneficiary of nearshoring trends, there can be no assurance that anticipated foreign direct investment or supply chain relocations will materialize as expected. Heightened risk aversion toward emerging markets or a slowdown in global economic activity could adversely affect Mexico’s economic growth, investor confidence and access to international capital markets, which in turn could have a material adverse effect on our business, financial condition and results of operations. Any of these factors would negatively affect the market value of our securities and make it more difficult for us to access capital markets and finance our operations in the future, which could have a material adverse effect on our business, financial condition, results of operations, cash flows, prospects and the market price of our securities. On December 7, 2023, the governments of the United States and Mexico signed a Memorandum of Intent expressing their desire to cooperate on best practices on foreign investment screening. While Mexico has not yet begun the process of establishing a foreign investment review regime comparable to the Committee on Foreign Investment in the United States (CFIUS), it could do so in the future and any such regime could affect the ability of foreign investors to invest in Mexican businesses, which could adversely affect our business, financial condition and results of operations. 8 Table of Contents Our profitability is affected by numerous factors including reductions in demand for the Telecom services that we provide. The demand for our products and services in Mexico, the United States and in the other countries in which we operate may be adversely affected by the tightening of credit markets and economic downturns. We depend on the demand from customers in Mexico, the United States and the other countries in which we operate, and reduced consumer spending that falls short of our projections could adversely impact our revenues and profitability. Any renegotiation of trade agreements or changes in foreign policy by the current administration may affect macroeconomic variables critical to Mexico’s economic stability, such as interest rates, exchange rates and inflation. The Mexican government could also implement retaliatory actions, such as imposing restrictions on Mexican imports of U.S. products or on Mexican exports to the United States. These actions and their economic and political consequences may have an adverse effect on the Mexican economy, which in turn could impact our business, financial condition, results of operations and prospects. We cannot assure that developments in trade and tariff policies will not have a material adverse effect on our business, financial condition, results of operations and/or our ability to make payments under our financial obligations. See “—Renegotiation of the Trade Agreements or Other Changes in Foreign Policy by the Presidential Administration in the United States Could Adversely Affect Imports and Exports Between Mexico and the United States and Other Economic and Geopolitical Effects may Adversely Affect Us.” Uncertainty in Global Financial Markets Could Adversely Affect Our Financing Costs and Exposure to Our Customers and Counterparties The global financial markets continue to be uncertain and it is hard to predict for how long the effects of the global financial stress of recent years will persist and what continuing impact it will have on the global economy in general, or the economies in which we operate, in particular, and whether slowing economic growth in any countries could result in decreased consumer spending affecting our products and services. If access to credit tightens and borrowing costs rise, our borrowing costs could be adversely affected. Difficulties in financial markets may also adversely affect some of our customers. In addition, we enter into derivative transactions with large financial institutions, including contracts to hedge our exposure to interest rates and foreign exchange rates, and we could be affected by severe financial difficulties faced by our counterparties. The Emergence of a New Pandemic May Have a Material Adverse Effect on Our Business, Financial Position and Results of Operations The emergence of a new pandemic could trigger a renewal of government restrictions on non-essential activities, including but not limited to temporary shutdowns or additional guidelines, which could be expensive or burdensome to implement, and which may affect our operations. Any public health emergency, including an outbreak of existing or new epidemic diseases, or the threat thereof, and the resulting financial and economic market uncertainty could have a material adverse effect on our business, financial position and results of operations. 9 Table of Contents Currency Fluctuations or the Devaluation and Depreciation of the Peso Could Limit the Ability of Our Company and Others to Convert Pesos into U.S. Dollars or Other Currencies, Which Could Adversely Affect Our Business, Financial Condition or Results of Operations The Peso has been subject to significant appreciation or depreciation against the U.S. Dollar in the past and may be subject to significant fluctuations in the future. A significant portion of our indebtedness and a significant amount of our costs are U.S. Dollar-denominated, while our revenues are primarily Peso-denominated. As a result, decreases in the value of the Peso against the U.S. Dollar could cause us to incur foreign exchange losses, which could reduce our net income. Severe devaluation or depreciation of the Peso may also result in governmental intervention, or disruption of international foreign exchange markets. This may limit our ability to transfer or convert Pesos into U.S. Dollars and other currencies for the purpose of making timely payments of interest and principal on our indebtedness and adversely affect our ability to obtain imported goods. The Mexican economy has suffered current account balance of payment deficits and shortages in foreign exchange reserves in the past. While the Mexican government does not currently restrict the right or ability of Mexican or foreign persons or entities to convert Pesos into U.S. Dollars or to transfer other currencies outside of Mexico, there can be no assurance that the Mexican government will not institute restrictive exchange control policies in the future. To the extent that the Mexican government institutes restrictive exchange control policies in the future, our ability to transfer or convert Pesos into U.S. Dollars or other currencies for the purpose of making timely payments of interest and principal on indebtedness, as well as to obtain imported goods, would be adversely affected. Devaluation or depreciation of the Peso against the U.S. Dollar or other currencies may also adversely affect U.S. Dollar or other currency prices for our debt securities or the cost of imported goods. The public decisions and announcements of the presidential administration in the United States have had, and may continue to have, an adverse effect on the value of the Peso against other currencies, particularly the U.S. Dollar. A decision by the U.S. Federal Reserve to decrease applicable interest rates for bank reserves could also affect the exchange rate of the Peso relative to the U.S. Dollar, as well as presidential elections in the United States and Mexico, which could result in high volatility in the exchange rate of the Peso relative to the U.S. Dollar. An Increase in Interest Rates in the United States Could Adversely Impact the Mexican Economy and May Have a Negative Effect on Our Financial Condition or Performance A decision by the U.S. Federal Reserve to increase applicable interest rates for banks’ reserves may lead to a general increase in interest rates in the United States. During the year ended December 31, 2025, the U.S. Federal Reserve decreased interest rates. However, there can be no assurance that the U.S. Federal Reserve will not maintain or make additional upwards adjustments to the current federal funds rate in the future to mitigate inflationary pressures. Changing interest rates may have unpredictable effects on markets, may result in heightened market volatility and may detract from our performance to the extent we are exposed to such interest rates and/or volatility. An increase in general interest rates may redirect the flow of capital from emerging markets into the United States because investors may be able to obtain greater risk-adjusted returns in larger or more developed economies than in Mexico. Thus, companies in emerging market economies such as Mexico could find it more difficult and expensive to borrow capital and refinance existing debt. This may negatively affect our potential for economic growth and our ability to refinance our existing debt and could materially adversely affect our business, financial condition, results of operations, cash flows, prospects and the market price of our shares. Renegotiation of the Trade Agreements or Other Changes in Foreign Policy by the Presidential Administration in the United States Could Adversely Affect Imports and Exports Between Mexico and the United States and Other Economic and Geopolitical Effects May Adversely Affect Us In recent years there has been significant uncertainty regarding U.S. policies relating to trade, tariffs, immigration and foreign affairs, including with respect to Mexico. The current U.S. administration has adopted and proposed a range of trade measures that have affected, and may continue to affect the relationship between Mexico and the United States, including the level and terms of cross-border trade. In addition, other U.S. government policies could also adversely affect economic conditions in Mexico. Because the Mexican economy is strongly influenced by economic conditions in the United States, changes in U.S. trade, tax, border, immigration or foreign policy, as well as political and economic developments in either country, could adversely affect Mexico’s economy, foreign direct investment, supply chains and the level of imports and exports, which in turn could adversely affect our business, financial condition, results of operations, cash flows and prospects. 10 Table of Contents Since early 2025, the United States has announced, imposed, modified, suspended and replaced a variety of tariff measures affecting imports from multiple countries, including Mexico. The announced tariffs on imports from Mexico and Canada are subject to adjustments and exemptions, including for certain goods qualifying for preferential treatment under the United States, Canada, and Mexico signed the United States-Mexico-Canada Agreement (the “USMCA”). In February 2026, however, the U.S. Supreme Court struck down significant portions of the U.S. administration’s tariff program adopted under the International Emergency Economic Powers Act. The U.S. administration subsequently replaced those measures with a temporary 10% global import duty for up to 150 days under a different statutory authority while pursuing additional tariff actions and trade investigations under other laws. Continued changes in the scope, legal basis, duration or enforcement of these tariff measures, as well as uncertainty regarding future U.S. trade policy, could adversely affect trade flows, costs, customer demand, supply chains and the economic conditions in the United States, Mexico and other markets in which we operate. In addition, sector-specific trade measures and enforcement action remain in effect and may be maintained, expanded or more aggressively enforced. These include tariffs and restrictions affecting, among other sectors, steel, aluminum and certain derivative products, as well as automobiles, automobile parts and other manufactured goods. Any continuation, expansion or stricter enforcement of such measures could increase costs, reduce competitiveness, disrupt cross-border manufacturing and logistics, and negatively affect Mexican exports and regional supply chains. On September 30, 2018, Mexico, Canada and the United States reached an agreement on the terms of the USMCA, which replaced NAFTA. Mexico ratified the USMCA on June 19,2019, the United States ratified it on January 16, 2020, Canada ratified it on March 13, 2020 and the USMCA entered into force on July 1, 2020. The USMCA includes a 16-year “review and term extension” mechanism, requiring the parties to conduct a joint review on the sixth anniversary of its entry into force on July 1, 2026. Such review may lead to a potential renegotiation and could introduce new terms that could impact Mexico’s economy and job creation. In preparation for that review, the United States Trade Representative initiated a formal public consultation process in September 2025 and announced a public hearing as part of that process. In Mexico, the Ministry of Economy (Secretaría de Economía), also initiated a consultation process with stakeholders and, on March 9, 2026, presented the results of public consultations regarding the 2026 review of the USMCA. While the outcome of the upcoming review is uncertain, any unfavorable changes in the terms of the USMCA or other trade agreements could adversely affect our business operations and financial performance. High Inflation Rates in Mexico May Decrease Demand for Our Services While Increasing Our Costs In the past, Mexico has experienced high levels of inflation. The annual rate of inflation, as measured by changes in the Mexican National Consumer Price Index, or NCPI, was 4.7% in 2023, 4.2% in 2024 and 3.7% in 2025 and is projected to be 4.2% in 2026. An adverse change in the Mexican economy may have a negative impact on price stability and result in higher inflation than its main trading partners, including the United States. High inflation rates can adversely affect our business, financial condition and results of operations. High Interest Rates in Mexico Could Increase Our Financing Costs During the past year, Mexican interest rates increased in line with global market movements. The interest rates on 28-day Mexican government treasury securities averaged 11.1%, 10.7% and 8.1% for 2023, 2024 and 2025, respectively. High interest rates in Mexico could increase our financing costs and thereby impair our financial condition, results of operations and cash flow. Political Events in Mexico Could Affect Mexican Economic Policy and Our Business, Financial Condition and Results of Operations In 2024, Mexico held presidential, state, local and congressional elections, renewing 128 senators, all 500 deputies, state governors for Chiapas, Guanajuato, Jalisco, Morelos, Puebla, Tabasco, Veracruz, Yucatán, as well as the governor for Mexico City and a new president. These elections resulted in the election of President Claudia Sheinbaum from Morena, the ruling party. Additionally, Morena, through its political allies gained majority in the Mexican Congress and neared a qualified majority in the Senate, allowing the party to have leverage in the legislative process due to its ability to more easily meet the voting percentages needed for the passage of constitutional amendments, secondary laws and new legislation. We cannot predict the impact that political developments in Mexico will have on the Mexican economy nor can we provide any assurances that these events, over which the Company has no control, will not have an adverse effect on our business, financial condition, results of operations, cash flows and prospects. The Mexican government could implement significant changes in laws, policies, and regulations, which could affect the economic and political situation in Mexico. 11 Table of Contents Historically, the Mexican president has strongly influenced new policies and governmental actions that impact the Mexican economy. We cannot be sure that the current administration or any future administration will maintain business-friendly and open-market economic policies and policies that stimulate economic growth and social stability. Any administration could implement substantial changes in law, policy, and regulations in Mexico, which could adversely affect our business, financial condition, results of operations and prospects. In addition, any actions taken by the current administration may lead to riots, protests and looting that could adversely affect our operations. Our financial condition and results of operation may be adversely affected by changes in Mexico’s political climate, to the extent that such changes affect the nation’s economic policies, growth, stability, outlook, or regulatory environment. For example, in 2024, the Executive Power submitted to the Mexican Congress, which subsequently approved, a package of constitutional amendments including (i) significant amendments to the Mexican judicial system, which includes the election of judges, federal magistrates supreme court justices by popular vote, (ii) the elimination of autonomous governmental bodies, (iii) the transfer of the National Guard (Guardia Nacional) to the Ministry of Defense (Secretaría de Defensa) and (iv) the reform of the constitutional supremacy, which limits the judicial system’s faculties to review, challenge and ultimately invalidate constitutional reforms. As part of the significant amendments to the Mexican judicial system, judicial elections were held in June 2025, resulting in the replacement of a significant number of federal and local judges, including members of the Supreme Court, with additional positions expected to be filled through 2027. The newly elected Supreme Court took office on September 1, 2025, with a reduced composition of nine justices. In addition, a number of Mexican states have adopted constitutional amendments reflecting similar changes at the local level. We cannot assure you that Morena and its political party allies or any future members will not introduce new legislative initiatives, modify existing legislation or reform the Mexican Constitution, which could, in turn, result in economic or political conditions that could materially and adversely affect our business. To approve a constitutional reform, members of the Mexican Congress must issue a qualified majority vote, approved by a simple majority of the legislatures of the States. Finally, our business, financial condition and results of operations may be adversely affected by changes in governmental policies or regulations involving or affecting our management, operations and tax regime. Tax policy in Mexico, in particular, is subject to continuous change. Any changes in laws, public policies or regulations may affect the political and economic environment in Mexico and, consequently, contribute to increased economic uncertainty and volatility in the Mexican capital markets and in securities issued by Mexican companies, including us. Increased Labor Conflicts in Mexico Could Have a Material Adverse Impact on Our Financial Condition and Results of Operations A number of events, such as (i) the endorsement by the Mexican Senate of the International Labor Organization’s Convention C098, the “Right to Organize and Collective Bargaining Convention” and (ii) the approval by the Mexican Congress to modify the Mexican Federal Labor Law and any other related laws or regulations, have caused, and continue to cause, labor conflicts in Mexico. In addition, such conflicts have been exacerbated in recent years by consecutive annual increases to the minimum wage, including a 12% increase effective January 1, 2025, and, effective January 1, 2026, a further 13% increase to the general minimum wage and a 5% increase to the special minimum wage applicable in Mexico’s Northern Border Free Zone. These developments have led workers and labor unions to demand more significant benefits and higher salary increases than in prior years, which could in turn increase our operational expenses. As of December 31, 2025, approximately 37.68% of our employees were represented by unions. We cannot predict how these developments may affect our results of operations or financial condition. Any increased demands by our unionized workers may lead to higher labor costs, which could have a negative impact on our financial condition and results of operations. Additionally, it should be noted that recent and pending labor reforms in Mexico have introduced new obligations for employers that may materially impact our financial condition and results of operations as these reforms entail modifications to the legal framework that expand employer responsibilities concerning workplace standards and employee benefits. For example, in June 2023, Mexican Official Standard NOM-037-STPS-2023 on “Telework” (i.e., when a person carries out his or her activities more than 40% of the time outside of the workplace) was published, following the 2021 amendment to the Federal Labor Law. This standard requires employers to ensure adequate health and safety conditions at teleworkers’ designated workplaces, imposing obligations such as inspections, recordkeeping, and the coverage of certain expenses, which may result in additional labor-related costs. 12 Table of Contents Subsequently, in June 2024, amendments to the General Law to Prevent and Punish Human Trafficking classified excessive working hours as a form of labor exploitation. This reform increases legal exposure for employers that fail to comply with statutory work-hour limits, as violations may lead to both administrative and criminal liability. In December 2024, legislation commonly referred to as the “Ley Silla” was enacted, requiring employers to guarantee that employees may rest in a chair with back support during their workday and prohibiting prolonged periods of standing. This may require infrastructure adjustments and modifications to workplace arrangements and policies. On January 15, 2026, amendments to the Mexican Federal Labor Law were enacted to expressly incorporate in the concept of decent work the labor performed under conditions that respect human dignity. The reform strengthens the legal framework by establishing an explicit prohibition of workplace violence and discrimination, imposing on employers a duty to prevent such conduct, and recognizing equal working conditions and safe work environments for all employees. This reform imposes additional obligations on employers to prevent violations of applicable laws. Furthermore, on March 3, 2026, a reform to the Political Constitution of the United Mexican States regarding the reduction of working hours was published in the Official Gazette of the Federation and entered into force on the day following its publication, establishing that the standard workweek shall be 40 hours and that such reduction will be implemented gradually. In addition, amendments to the Federal Labor Law aimed at reducing working hours and establishing additional regulations in this regard are currently pending completion of the corresponding legislative process. These amendments related to working hours could significantly impact labor planning, scheduling, and operating costs, with potential implications for the Company’s competitiveness in the Mexican market. Finally, several additional legislative proposals are under consideration, including increases to the statutory Christmas bonus (aguinaldo), extensions of paternity leave, the introduction of new mandatory rest days, maternity premiums, and paid bereavement leave. These potential reforms, individually or collectively, could have a material adverse impact on our financial condition and results of operations. Mexico has Experienced a Period of Increased Criminal Activity and Such Activities Could Adversely Affect Our Financing Costs and Exposure to Our Customers and Counterparties During recent years, Mexico has experienced periods of increased criminal activity and violence, primarily due to organized crime. In February 2026, clashes between organized crime factions and federal authorities in Jalisco and Guanajuato occurred and resulted in periods of instability, disrupting commercial and logistics activities in such areas. We cannot assure you to what extent these violent crimes will continue to increase or decrease, whether they will continue to expand throughout Mexico and if they will have further adverse effects on Mexico’s economy. These activities, as well as the escalation of and the violence associated with such activities, could have a material adverse impact on the business environment in which we operate, and therefore on our financial condition and results of operations. Imposition of Fines by Regulators and Other Authorities Could Adversely Affect Our Business, Financial Condition and Results of Operations A significant portion of our business, activities and investments occur in heavily regulated sectors. In recent years, Mexican regulators and other authorities, including tax authorities, have increased their supervision and the frequency and amounts of fines and assessments have risen significantly. Although we intend to defend our positions vigorously when procedures are brought or fines are imposed by authorities, there can be no assurance that we will be successful in such defense. Our defense strategies include engaging with legal experts and regulatory consultants to navigate the complex regulatory landscape. However, we may in the future be required to pay fines and assessments that could be significant in amount, which could materially and adversely affect our business, financial condition, and results of operations. Existing Mexican Laws and Regulations or Changes Thereto or the Imposition of New Ones May Negatively Affect Our Operations and Revenue Our business, activities and investments are subject to various Mexican federal, state and local statutes, rules, regulations, policies and procedures, which are subject to change and are affected by the actions of various Mexican federal, state and local government authorities. Such changes could materially adversely affect our operations and our revenue. 13 Table of Contents On December 20, 2024, a constitutional reform on organic simplification (the “Constitutional Amendment”) was published in the Official Gazette of the Federation, dissolving seven autonomous authorities, including the Federal Economic Competition Commission (“COFECE”) and the Federal Telecommunications Institute (“IFT”). Pursuant to the Constitutional Amendment, on July 16, 2025, the Mexican Federal Antitrust Law (Ley Federal de Competencia Económica) was amended and a new Telecommunications and Broadcasting Law (Ley en Materia de Telecomunicaciones y Radiodifusión or “LMTR”) was published, repealing the Federal Telecommunications and Broadcasting Law in force since 2014. On October 16, 2025, the National Antitrust Commission (Comisión Nacional Antimonopolio or “CNA”) was created as a decentralized authority organized under the Ministry of Economy (Secretaría de Economía), with operational and technical autonomy. Similarly, on October 17, 2025, the Telecommunications Regulatory Commission (Comisión Reguladora de Telecomunicaciones or “CRT”) started operations as the sole authority in telecommunications and broadcasting, assuming the attributions, obligations and powers of the extinct IFT, with the exception of antitrust proceedings, which are continued by the CNA. Unlike the IFT, the CRT is not a constitutionally autonomous body and falls under the Federal Executive Branch through the Agencia de Transformación Digital y Telecomunicaciones (the “ATDT” or the “Agency”). Aside from the Antitrust Commission’s organic statute – which establishes the internal rules for its operation – no secondary antitrust regulations have been issued as of the date of this Form 20-F, and the regulatory provisions, guidelines, and other instruments previously issued by COFECE remain in force to the extent they do not conflict with the amended Mexican Federal Antitrust Law. The amended Mexican Federal Antitrust Law, the LMTR, including their regulations, as well as the conditions and measures imposed by the CRT or the CNA, as applicable, may affect some of our activities, including our ability to introduce new products and services, enter into new or complementary businesses or joint ventures and complete acquisitions or determine the rates we charge for our services and products or the manner in which we provide our products or services. Approval of the CNA is required to acquire certain businesses or enter into certain joint ventures. There can be no assurance that in the future the CNA will authorize certain acquisitions or joint ventures related to our businesses, the denial of which may adversely affect our business strategy, financial condition and results of operations. The CRT or the CNA, as applicable, may also impose conditions, obligations and fines that could adversely affect some of our activities, our business, financial condition and results of operations. See “—Imposition of Fines by Regulators and Other Authorities Could Adversely Affect Our Business, Financial Condition and Results of Operations”. As a result of the amendments to the Mexican Constitution and the former Ley Federal de Telecomunicaciones y Radiodifusión, or Telecommunications and Broadcasting Federal Law (the “LFTR”), relating to telecommunications, television, radio and antitrust, concessions for the use of spectrum are now only granted through public bid processes. Article 15-A of the Ley del Seguro Social, or the Social Security Law, could materially adversely affect our business, financial condition and results of operations. Article 15-A provides that a company that receives personnel services from a third party is jointly bound to comply with the obligations related to social security that have to be fulfilled by such personnel services providers for the benefit of their respective employees. Article 15-A also requires the Company to send a list to the Instituto Mexicano del Seguro Social, or the Social Security Mexican Institute, of all agreements entered into with personnel services providers. In addition to the foregoing, certain provisions of the Ley Federal del Trabajo, or the Federal Labor Law, could materially adversely affect our business, financial condition and results of operations. The Federal Labor Law, as amended in April 2021, provides, among other things, that subcontracting personnel is prohibited and only will be permitted if the personnel services provider performs specialized services or specialized work; however, such specialized services or work shall not be contemplated in the company’s corporate purpose or be related with the company’s main activities. Companies that provide outsourcing services will be required to complete a registration before the Mexican Ministry of Labor (Secretaría del Trabajo y Previsión Social). If these requirements are not met, the company that receives the benefit of the outsourced services shall be jointly liable for all the obligations applicable to employers pursuant to the Federal Labor Law in respect of such personnel. Fines and penalties may be imposed on companies that do not comply with all applicable obligations, and the use of simulated schemes of rendering specialized services or execution of specialized work, as well as subcontracting personnel, will be treated as a criminal offense. The amendment approved in April 2021 brings, as a consequence, changes to the social security, tax and labor laws. The objective of such amendment is to avoid subcontracting schemes. This amendment also stated that the amount of profit sharing to be paid to employees will be capped to three months of salary or the average amount received by the employee in the last three years, whichever is more favorable to the employee. A tax implication of this amendment is that invoices issued for disallowed subcontracting of personnel will not have tax effects (i.e., non-deductible expense for income tax purposes and inability to claim a value added tax credit on such expense). 14 Table of Contents The economic plan for 2025 did not include any changes to the Mexican Income Tax Law, the Mexican Value Added Tax Law or the Mexican Federal Tax Code. The withholding income tax rate applicable to payments of interest made by Mexican financial entities did not change from 2024 and remained at 0.50% in 2025. On June 3, 2021, a decree issuing the Transparency, Prevention and Fight of Improper Practices in Mexico of Advertising Contracting Act (the “Agencies Law”) was published in the Official Gazette of the Federation and became effective on September 1, 2021. The purpose of the Agencies Law is to promote transparency in the advertising industry, as well as to prevent and oppose commercial practices that result in an improper advantage in favor of certain persons to the detriment of advertisers and consumers. On June 8, 2023, the Plenary of the Supreme Court of Justice, by a majority of eight votes, resolved the constitutional disputes filed by the IFT and COFECE, declaring the Agencies Law invalid. The judgment was published in the Official Gazette of the Federation on December 22, 2023. As a result, the Agencies Law is currently invalid and not applicable. The Amendment of Various Provisions of the Mexican Constitution Related to Telecommunications, and the LMTR, May Significantly and Adversely Affect the Business, Results of Operations and Financial Results of Our Business Segment On December 20, 2024, a constitutional reform on organic simplification, the Constitutional Amendment, was published in the Official Gazette of the Federation, dissolving seven autonomous authorities, including the COFECE and the IFT. Pursuant to the Constitutional Amendment, on July 16, 2025, the Mexican Federal Antitrust Law (Ley Federal de Competencia Económica) was amended and a new Telecommunications and Broadcasting Law, the LMTR, was published, repealing the Federal Telecommunications and Broadcasting Law in force since 2014. On October 16, 2025, the CNA was created as a decentralized authority organized under the Ministry of Economy (Secretaría de Economía), with operational and technical autonomy. Similarly, on October 17, 2025, the CRT started operations as the sole authority in telecommunications and broadcasting, assuming the attributions, obligations and powers of the extinct IFT, with the exception of antitrust proceedings, which are continued by the CNA. Unlike the IFT, the CRT is not a constitutionally autonomous body and falls under the Federal Executive Branch through the ATDT. The CRT retains authority to impose measures on dominant and preponderant economic agents; however, for any dominance declarations, the CNA must request a technical opinion from the CRT. No secondary antitrust regulations have been issued as of today, and the regulatory provisions, guidelines, and other instruments previously issued by COFECE remain in force to the extent they do not conflict with the amended Mexican Federal Antitrust Law. Any regulations related to the LMTR that could be issued by the President of Mexico and the new regulator, as applicable, or amendments to the LMTR and certain actions to be taken under the new regulatory framework from time to time, affect or could significantly and adversely affect the business, results of operations and financial condition of certain of our subsidiaries that hold concessions and/or provide services in the areas of broadcasting, cable and telecommunications. The LMTR establishes that measures taken or decisions issued by CRT are not subject to judicial stay. Therefore, subject to limited exceptions, until a decision, action or omission by CRT is declared void or unconstitutional by a competent court through a binding and final judgment, CRT’s decision, action or omission will be valid and will have full legal effect. As a result of the must-offer and must-carry regulations issued by the former IFT, starting on September 10, 2013, our concessionaries of broadcast services have been required to permit pay-TV concessionaries to retransmit broadcast signals, free of charge and on a non-discriminatory basis, within the same geographic coverage area simultaneously and without modifications, including advertising, and with the same quality of the broadcast signal, except in certain specific cases provided in the transitory Articles of the June 2013 Telecom Reform (the “Telecom Reform”). Also, since September 10, 2013, our pay-TV concessionaires are required to retransmit broadcast signals of free television concessionaires, free of charge and on a non-discriminatory basis, subject to certain exceptions and additional requirements provided for in the Telecom Reform. Certain pay-TV concessionaries benefit from the free use of broadcast for retransmission to their subscribers. On February 27, 2014, the “General Guidelines Regarding the Provisions of Section 1 of the Eighth Article of the Transitory Decree Amending and Supplementing a Number of Provisions of Articles 6, 7, 27, 28, 73, 78, 94 and 105 of the Mexican Constitution in Telecommunications,” or the Guidelines, were published in the Official Gazette of the Federation, which include, among other obligations, the obligation of concessionaires of broadcast television licenses to permit the retransmission of their broadcast signals and the obligation of pay-TV concessionaires to perform such retransmission (without requiring the prior consent of the broadcast television concessionaires) in the same geographic coverage zone for free (subject to certain exceptions) and in a non-discriminatory manner in its entirety, simultaneously and without modifications, including advertising, and with the same quality of the broadcast signal without requiring consent from the broadcast television concessionaires. ​ 15 Table of Contents On March 6, 2014, the former IFT issued a decision (the “Preponderance Decision”) whereby it determined that we, together with other entities with concessions to provide broadcast television, including some of our subsidiaries, are preponderant economic agents in the broadcasting sector in Mexico (together, the “Preponderant Economic Agent”). As part of the transaction consummated on January 31, 2022 (the “TelevisaUnivision Transaction”), Televisa, S. de R.L. de C.V. (“TVSA”), an entity formerly owned by the Company and now the operator of TelevisaUnivision’s Content business in Mexico, executed third party programming agreements with the Company’s entities that hold the broadcasting concessions. As a result of the TelevisaUnivision Transaction, TVSA is also part of the Preponderant Economic Agent. The Preponderance Decision imposes on the Preponderant Economic Agent various measures, terms, conditions and restrictive obligations, including the following: ● Infrastructure sharing — The Preponderant Economic Agent must make its passive broadcasting infrastructure available to third-party concessionaires of broadcast television for commercial purposes in a non-discriminatory and non-exclusive manner, with the exception of broadcasters that, at the time the measures enter into force, have 12 MHz or more of radioelectric spectrum in the geographic area concerned. Such passive broadcasting infrastructure includes, among others, non-electronic elements at transmitting locations, rights of way, ducts, masts, trenches, towers, poles, security, sites, land, energy sources and air conditioning system elements. This action may result in the Preponderant Economic Agent being bound to incur substantial additional costs and obligations in complying with this requirement, as well as affecting the results of operations. Furthermore, this measure will facilitate the entry and expansion of new competitors in the broadcasting industry without such competitors having to incur costs or investment expenses that new businesses in this industry otherwise would have made and which we incurred in the past and will continue incurring in the future in order to remain competitive. A first infrastructure offer with the terms and conditions to make our passive broadcasting infrastructure available to third-party concessionaires was published on our website on December 19, 2014 and was valid until December 31, 2016. This was succeeded by a second infrastructure offer, which we published on our website on November 30, 2016 and which was effective as of January 1, 2017. This was succeeded by a third infrastructure offer, which we published on our website on November 30, 2017 and was valid from January 1, 2018 until December 31, 2019, which was declared unconstitutional by the Supreme Court on November 26, 2019. This was succeeded by a fourth infrastructure offer, which we published on our website on November 30, 2019, to be effective from January 1, 2020 through December 31, 2021. This was succeeded by a fifth infrastructure offer, which we published on our website on November 30, 2021, effective from January 1, 2022 through December 31, 2023. This was succeeded by a sixth infrastructure offer, which we published on our website on December 1, 2023, effective from January 1, 2024 through December 31, 2025. This was succeeded by a seventh infrastructure offer, which we published on our website on December 1, 2025, effective from January 1, 2026 through December 31, 2027. The price to be paid by the concessionaires for the use of our infrastructure on the seventh infrastructure offer is subject to negotiation. As of the date of this report, we have not received any request from third-party concessionaries regarding such infrastructure offer; however, we are unable to predict the impact of the use of the seventh infrastructure offer on our businesses, results of operations and financial conditions of certain of our subsidiaries that hold concessions and/or provide services in the areas of broadcasting and telecommunications. ● Advertising sales — According to the Preponderance Decision, the Preponderant Economic Agent must deliver to CRT the terms and conditions of its broadcast advertising services and fee structures, including commercials, packages, discount plans and any other commercial offerings and publish them on its webpage. The Preponderant Economic Agent also must make publicly available on its website its forms of contracts and terms of sale for each service. Based on this decision, the Preponderant Economic Agent is expressly prohibited from refusing to sell advertising and/or discriminating with respect to the advertising spaces being offered. If CRT considers that the Preponderant Economic Agent has failed to comply with the foregoing, CRT may order the Preponderant Economic Agent to make its advertising spaces available, which, in turn, could affect the ability of the Preponderant Economic Agent to carry out its advertising sales plans in an efficient and competitive manner, affecting its operating results. This provision may also affect the ability of the Preponderant Economic Agent to offer competitive rates to its customers. ​ 16 Table of Contents ● Prohibition on acquiring certain exclusive content — The Preponderant Economic Agent may not acquire transmission rights, on an exclusive basis, for any location within Mexico with respect to certain relevant content, determined by the former IFT, now the CRT, in the “Ruling whereby IFT identifies the relevant audiovisual contents in terms and for the purposes of the fourth measure and the second transitory article of the fourth attachment of the Telecommunication Preponderance Decision and the Broadcasting Preponderance Decision”, or the Relevant Content Ruling, which list may be updated every two years by CRT. Relevant content is defined as programs with a high expected level of regional or national audience and with unique characteristics that in the past have generated high levels of national or regional audiences. The Relevant Content Ruling identified certain programs that would be considered relevant content, namely, Mexican national soccer team games, the opening and closing ceremonies of the Olympic Games, the opening and closing ceremonies and semifinals and finals of the FIFA World Cup, and the finals of the Mexican Soccer League. Also, on November 14, 2018, the former IFT updated the list, eliminating the opening and closing ceremonies of the Olympic Games and adding 16 matches of the FIFA World Cup, semifinals of the Mexican Soccer League and the Super Bowl. This Ruling applies to the Preponderant Economic Agents and may limit the ability of the Preponderant Economic Agents to negotiate and have access to this content and could affect their ability to acquire content in the medium and long term, which could significantly and adversely affect their revenues and results of operations from the sale of advertising, as well as the quality of the programming offered for their audiences. ● Over-the-air channels — When the Preponderant Economic Agent offers any of its over-the-air channels, or channels that have at least 50% of the programming that is broadcast daily between 6:00 a.m. and midnight on such channels, to its affiliates, subsidiaries, related parties or third parties, for distribution through a different technological platform than over-the-air broadcast television, the Preponderant Economic Agent must offer these channels to any other person that asks for distribution over the same platform as the Preponderant Economic Agent has offered, on the same terms and conditions. Also, if the Preponderant Economic Agent offers a package of two or more of these channels, it must also offer them in an unpackaged form upon request. ● Prohibition on participating in “buyers’ clubs” or syndicates to acquire audiovisual content, without CRT’s (formerly IFT’s) prior approval — The Preponderant Economic Agent may not enter into or remain a member of any “buyers’ club” or syndicates of audiovisual content unless it has received the prior approval of CRT. A “buyers’ club” is defined as any arrangement between two or more economic agents to jointly acquire broadcast rights to audiovisual content in order to obtain better contractual terms. This may result in the Preponderant Economic Agent not having exclusive access to certain audiovisual content and consequently its audiences may move to other broadcast television transmissions or other technological platforms that transmit such content. It may also result in its acquisition costs significantly increasing, which can affect business strategy, financial condition and results of operations. On February 27, 2017, as part of the biennial review of the broadcasting sector preponderance rules, the former IFT amended various measures, terms, conditions and restrictive obligations (the “New Preponderance Measures”) as follows: ● Infrastructure sharing — In addition to the previously imposed obligations regarding the sharing of passive infrastructure, the New Preponderance Measures have (i) included the service of signal emissions in the event that no passive infrastructure exists on the relevant requested site, which was declared unconstitutional by the Supreme Court on November 26, 2019; (ii) strengthened the supervision of services provided by the Preponderant Economic Agent and tariff arrangements made with its clients; (iii) included certain rules relating to publicity of its tariffs; and (iv) included a new electronic management system. Under the New Preponderance Measures, the former IFT determined specific tariffs for our third and fourth infrastructure offers. ● Prohibition on acquiring certain exclusive content — This measure has been modified by enabling the Preponderant Economic Agent to acquire relevant content under certain circumstances as long as it obtains the sublicense of such transmission rights to the other broadcasters of over-the-air television in Mexico on non-discriminatory terms. ● Advertising sales — The former IFT modified this measure by including specific requirements to the Preponderant Economic Agent in its provision of over the air advertising services, particularly to telecommunications companies, which include (i) publishing and delivering to the former IFT specific information regarding tariffs, discount plans, contracting and sales terms and conditions, contract forms and other relevant practices; and (ii) prohibiting discrimination, refusals to deal, conditioned sales and other conditions that inhibit competition. The Preponderant Economic Agent also has to provide very detailed information to the former IFT on a recurrent basis of over the air advertising services related to telecommunications companies. ​ 17 Table of Contents ● Accounting separation — We, as the Preponderant Economic Agent, are required to implement an accounting separation methodology following the criteria defined by the former IFT for those purposes, which criteria were published in the Diario Oficial de la Federación, or the Official Gazette of the Federation, on December 29, 2017. Such criteria were amended by a first amendment published on October 29, 2018, where the former IFT simplified some reporting obligations for accounting separation for entities that are part of the Preponderant Economic Agent, other than our subsidiaries. Furthermore, a second amendment was published on December 19, 2019, where the former IFT deferred the deadline for the filing of the accounting separation exercises for the fiscal years 2017 and 2018 to July 31, 2019, which we filed timely. We timely filed the accounting separation methodology for fiscal years 2020, 2021, 2022, 2023 and 2024 and have begun the process of the accounting separation methodology for fiscal year 2025, which will be filed with IFT later in 2026. On March 28, 2014, we, together with our subsidiaries determined to be the Preponderant Economic Agent in the broadcasting sector, filed an amparo proceeding challenging the constitutionality of the Preponderance Decision. On November 21, 2019, the Supreme Court resolved the amparo proceeding. The Supreme Court declared the constitutionality of the Preponderance Decision, which, therefore, remains in force. Additionally, on March 31, 2017, we, together with our subsidiaries, filed an amparo proceeding challenging the constitutionality of the New Preponderance Measures. On November 21, 2019, the Second Chamber of the Supreme Court of Justice granted the amparo and revoked the New Preponderance Measures. As a result, the applicable and valid measures that are in force are those issued under the Preponderance Decision. The biennial review of the broadcasting sector preponderance rules that began in 2019 was concluded due to the resolution of the amparo. A new biennial review began in 2023 and on April 30, 2024, the former IFT notified the Company of the ruling of their biennial review proceeding to modify, add, and remove some of the existing preponderance measures in the broadcasting sector. The modifications to the previous ruling include: updating requirements and specific elements to be considered in the Public Offering of Passive Infrastructure and its Electronic Management System (SEG), including in connection with tariffs negotiation; the continuation of the prohibition to acquire Relevant Audiovisual Content on an exclusive basis, unless the right to sublicense such content to other broadcasters in Mexico is acquired; and the addition of specific requirements for the provision of advertising services, particularly for the promotion of telecommunications services. The Telecom Reform of 2014 provided for a public bid or auction to grant licenses to establish the National Digital Networks. The “Auction Program for Digital Television Broadcast Frequencies” took place in 2014 and the first part of 2015. See “—Existing Mexican Laws and Regulations or Changes Thereto or the Imposition of New Ones May Negatively Affect Our Operations and Revenue”. The LMTR provides that integrated sole concessions will be renewed for terms equal to the maximum terms for which they could be granted, namely, up to 30 years. To request the renewal of a concession, a concession holder must: (i) file its request with CRT one year prior to the beginning of the fifth period of the term of the concession; (ii) comply with its obligations established in the applicable laws and in the concession title; and (iii) accept the new conditions that CRT may impose. In such cases, CRT will issue its ruling within 180 days following the date the concession holder files the renewal request. If CRT does not issue its ruling within 180 days, the renewal will be automatically granted. In the case of concessions for the use of radio-electric spectrum, the maximum term of renewal is 20 years. Renewal of concessions for the use of spectrum require, among others: (i) that the concessionaire submit the renewal request to the CRT, in the case of broadcasting services, no later than six months prior to the expiration of the term of the relevant concession; (ii) that the concessionaire be in compliance with its obligations under the LMTR, other applicable regulations, and the concession title; (iii) a determination by the CRT, within thirty business days following the submission of the request, as to whether there is a public interest in recovering the spectrum granted under the relevant concession, in which case the CRT will notify the concessionaire and the concession will terminate upon expiration of its term; and (iv) if no such public interest exists, the granting of the requested extension, subject to the concessionaire’s prior acceptance of the new conditions established by the CRT, which will include the payment of a corresponding fee. To our knowledge, no spectrum granted for broadcasting services in Mexico has been recovered by the Mexican government in the past several years for public interest reasons; however, the Company is unable to predict the outcome of any action by CRT in this regard. The former IFT has approved the renewal of the concession titles for the use of spectrum for the broadcast television signals known as Las Estrellas, Canal 5, NU9VE, Foro TV and other local television stations, for a term of 20 years after the existing expiration dates, as well as the issuance of concessions that grant the authorization to provide digital broadcasting television services. ​ 18 Table of Contents As part of our expansion of our cable networks, on December 17, 2018, we acquired FTTH de México, S.A. de C.V., or FTTH, under the provisions set forth in transitory Article 9 of the former LFTR. On May 8, 2019, the former IFT launched an investigation to analyze if, as a result of the transaction, the Company and TVSA acquired substantial power in the market of telecommunications networks providing voice, data or video services. On September 4, 2019, the former IFT Investigative Authority issued a preliminary opinion, whereby it assessed that there were elements to determine that the Company had substantial power in 35 relevant markets of the telecommunications networks that provide restricted television and audio services. Those relevant markets comprise 35 municipalities in the following States: Aguascalientes, Chihuahua, Ciudad de México, Estado de México, Jalisco, Nuevo León and San Luis Potosí. As a response to the preliminary opinion, the Company presented its position and provided evidence to prove that the Company does not hold substantial power in the relevant markets established in the preliminary opinion. On November 26, 2020, the former IFT notified the Company of the final resolution confirming the existence of substantial power in the 35 relevant markets of restricted television and audio services. Consequently, on December 17, 2020, the Company filed three amparos challenging the constitutionality of the resolution. In October 2022, TVSA, the Company and some subsidiaries of the Company’s former Cable and Sky businesses obtained favorable amparo resolutions from a specialized federal judge which determined that the resolution of the former IFT about the substantial power on the restricted services of the television and audio market in 35 municipalities in Mexico, after the acquisition of the direct to home fiber-optic and assets related to Axtel, S.A.B. de C.V. in December 2018, was unconstitutional. On January 24, 2024, a Federal Court resolved through a final resolution from the amparo of TVSA and instructed the former IFT to revoke the substantial power resolution. On March 6, 2024, as a result of the amparo resolution, the former IFT revoked the substantial power resolution and determined to close the file only for TVSA. On May 16, 2024, a Federal Court ruled on the amparo proceedings of the Company and some subsidiaries of its former Cable and Sky businesses, ordering the former IFT to repeal the determination that declared the Company, its concessionaires of restricted television and audio services and other entities as Economic Agent with Substantial Power in the 35 relevant markets of restricted television and audio services. On June 21, 2024, the former IFT notified the Company of such repeal ruling in compliance with the guidelines issued by the Federal Court. With this resolution, the procedure initiated by the former IFT to impose asymmetric measures on the Company and its subsidiaries was also repealed, and the measures provided in the current regulations for these purposes are no longer applicable. Some of the consequences derived from the determination of substantial market power are applicable as a matter of law and others may be imposed by CRT, formerly IFT, in a new procedure in accordance with the LFTR, now the LMTR; these may consist of: (i) the obligation to obtain CRT’s approval and to register the rates for our services; (ii) to inform the CRT in case of the adoption of new technology or modifications to the network; (iii) the agent with substantial power may not be entitled to the benefits of some rules of the “must carry” and “must offer” provisions; and (iv) the implementation of accounting separation. In October 2022, the Company, TVSA and certain subsidiaries of the Company’s former Cable and Sky segments (the “Complainants”) obtained favorable amparo resolutions from a specialized federal judge. The resolutions ruled that the former IFT’s determination regarding substantial power in the market of restricted television and audio services in 35 Mexican municipalities, following the acquisition of Axtel, S.A.B. de C.V.’s residential optical fiber-to-the-home and related assets in 2018, was unconstitutional. In 2024, a federal court issued final resolutions instructing the former IFT to revoke the substantial power resolution. As a result of the amparo resolution, the former IFT revoked the substantial power resolution and determined to close the file for TVSA, the Company and some of the subsidiaries of the Company’s former Cable and Sky businesses. Overall, the Telecom Reform, the LMTR and secondary regulations already issued and to be issued by the executive power or the Mexican Congress, as applicable, as well as any actions taken by the new regulator, may increase our operating costs and interfere with our ability to provide, or prevent us from offering, some of our current or future services. The transition to the new regulatory entities could introduce further uncertainty regarding compliance obligations, competitive conditions, and market dynamics, all of which may materially affect our business and financial performance. As the legislative and regulatory landscape continues to evolve, we will closely monitor any changes that may impact our business operations, including potential amendments to the LMTR and new enforcement mechanisms established by the restructured regulatory framework. See “Information on the Company—Business Overview—Regulation—Telecom and Broadcasting Regulations”. 19 Table of Contents Risk Factors Related to Our Major Stockholders Emilio Azcárraga Jean Has and Will Have Substantial Influence Over Our Management and the Interests of Mr. Azcárraga Jean may Differ from Those of Other Stockholders We have four classes of stock: Series “A” Shares, Series “B” Shares, Series “D” Shares, and Series “L” Shares. Emilio Azcárraga Jean, directly and indirectly through a trust for his benefit (the “Azcárraga Trust”), beneficially owns 48.7% of the outstanding Series “A” shares, 3.4% of the outstanding Series “B” shares, 3.5% of the outstanding Series “D” shares and 3.5% of the outstanding Series “L” shares of the Company. As a result, Emilio Azcárraga Jean controls the vote for electing directors of such shares. The Series “A” Shares beneficially owned by Emilio Azcárraga Jean constitute a majority of the Series “A” Shares whose holders are entitled to vote because non-Mexican holders of CPOs or GDSs are not permitted to vote the underlying Series “A” Shares in accordance with the trust agreement governing the CPOs and the Company’s bylaws. Accordingly, and so long as non-Mexicans own more than a minimal number of Series “A” Shares, Emilio Azcárraga Jean will have the ability to direct the election of 11 out of 20 members of our Board of Directors. See “Major Stockholders and Related Party Transactions—The Major Stockholders”. As Controlling Stockholder, Emilio Azcárraga Jean Has the Ability to Influence Our Ability to Raise Capital, Which Would Require Us to Seek Other Financing Arrangements Emilio Azcárraga Jean has the voting power to influence our efforts to raise money through equity offerings. Mr. Azcárraga Jean has informed us that if we conduct a primary sale of our equity, he would consider exercising his pre-emptive rights, to the extent available, to purchase a sufficient number of additional Series “A” Shares in order to maintain such power. In the event that Mr. Azcárraga Jean is unwilling to subscribe for additional shares and/or influences the vote for any such action and results in preventing us from raising money through equity offerings, we would need to raise money through a combination of debt or other forms of financing, which we may not obtain, or if so, possibly not on favorable terms. Risk Factors Related to Our Business The Operation of Our Business May Be Adversely Affected if the Mexican Government Does Not Renew or Revokes Our Broadcast or Other Concessions On December 20, 2024, the Constitutional Amendment was published in the Official Gazette of the Federation, dissolving seven autonomous authorities, including COFECE and IFT. Pursuant to the Constitutional Amendment, on July 16, 2025, the Mexican Federal Antitrust Law was amended and a new Telecommunications and Broadcasting Law (LMTR) was published, repealing the Federal Telecommunications and Broadcasting Law in force since 2014. On October 16, 2025, the CNA was created as a decentralized authority organized under the Ministry of Economy (Secretaría de Economía), with operational and technical autonomy. Similarly, on October 17, 2025, the CRT started operations as the sole authority in telecommunications and broadcasting, assuming the attributions, obligations and powers of the extinct IFT, with the exception of antitrust proceedings, which are continued by the CNA. Unlike the IFT, the CRT is not a constitutionally autonomous body and falls under the Federal Executive Branch through the ATDT. We hold a number of concessions from the former IFT (previously from Secretaría de Comunicaciones y Transportes or SCT) to broadcast programming over television stations, and to provide telecommunication services. In November 2018, all of our digital broadcast television concessions were renewed and, as a consequence, the former IFT delivered to the Company concessions (i) for the use of spectrum until 2042 and (ii) that grant the authorization to provide digital broadcasting television services until 2052. See “—Risk Factors Related to Mexico—Existing Mexican Laws and Regulations or Changes Thereto or the Imposition of New Ones May Negatively Affect Our Operations and Revenue”. The expiration dates of our cable concessions range from 2026 to 2059 and our DTH concessions expire between 2030 and 2056. Cablevisión, S.A. de C.V. (“Cablevisión”) obtained a telecommunications concession expiring in 2029, which changed to an integrated sole concession in 2019, but kept its original term. In September 2022, Cablevisión began the process of extending the term of the integrated sole concession title granted in May 2019, and through a resolution dated June 7, 2023, the Plenary of the former IFT authorized the extension of the term of the Cablevisión integrated sole concession for an additional 30 years beginning in September 2029. Consequently, in August 2023, the former IFT delivered to Cablevisión a new integrated sole concession title that authorizes Cablevisión for such additional period. 20 Table of Contents The LMTR provides that integrated sole concessions will be renewed for terms equal to the maximum terms for which they could be granted, namely, up to 30 years. To request the renewal of a concession, a concession holder must: (i) file its request with CRT one year prior to the beginning of the fifth period of the term of the concession; (ii) comply with its obligations established in the applicable laws and in the concession title; and (iii) accept the new conditions that CRT may impose. In such cases, CRT will issue its ruling within 180 days following the date the concession holder files the renewal request. If CRT does not issue its ruling within 180 days, the renewal will be automatically granted. In the case of concessions for the use of radio-electric spectrum, the maximum term of renewal is 20 years. Renewal of concessions for the use of spectrum require, among others: (i) that the concessionaire submit the renewal request to the CRT, in the case of broadcasting services, no later than six months prior to the expiration of the term of the relevant concession; (ii) that the concessionaire be in compliance with its obligations under the LMTR, other applicable regulations, and the concession title; (iii) a determination by the CRT, within thirty business days following the submission of the request, as to whether there is a public interest in recovering the spectrum granted under the relevant concession, in which case the CRT will notify the concessionaire and the concession will terminate upon expiration of its term; and (iv) if no such public interest exists, the granting of the requested extension, subject to the concessionaire’s prior acceptance of the new conditions established by the CRT, which will include the payment of a corresponding fee. To our knowledge, no spectrum granted for broadcasting services in Mexico has been recovered by the Mexican government in the past several years for public interest reasons; however, the Company is unable to predict the outcome of any action by CRT in this regard. See “—Risk Factors Related to Mexico—Existing Mexican Laws and Regulations or Changes Thereto or the Imposition of New Ones May Negatively Affect Our Operations and Revenue” and “—Risk Factors Related to Mexico—The Amendment of Various Provisions of the Mexican Constitution Related to Telecommunications, and the LMTR, May Significantly and Adversely Affect the Business, Results of Operations and Financial Results of Our Business Segment”. We Face Intense Competition in Each of Our Markets We face competition in all of our businesses. The entities in which we have strategic investments and the joint ventures in which we participate, including TelevisaUnivision, also face intense competition. We expect that competition in our different businesses will intensify. In addition, the industries in which we operate are changing rapidly because of new participants and evolving technologies. The cable industry in Mexico has become highly competitive, and we face significant competition. Most telecommunications operators are authorized to provide pay-TV, internet broadband services and voice services, including Voice over Internet Protocol, or VoIP, which poses a risk to us. We also face competition from the Preponderant Economic Agent in telecommunications, particularly in the provision of broadband and fixed telephony services. Our broadband services also face competition from mobile telecom and low earth orbit satellite operators. The cable business is also capital intensive. Our pay-TV companies face competition from IPTV, AVOD or over-the-top (“OTT”) providers such as Netflix, Disney+, Claro Video, Prime Video (Amazon), HBO Max, Apple TV+ and YouTube among others, as well as from other pay-TV operators such as Dish México, Total Play, Megacable and other cable television companies. Our DTH satellite business faces competition from various competitors, including other DTH operators in Mexico, such as Dish México, and pay-TV providers such as Megacable, Total Play, as well as from Digital TV, OTT and other streaming platforms. Our businesses compete with other traditional and digital media companies with respect to advertising and sales, including pay-TV, social media, podcasts, outdoor advertising and publishing, among others. Our future success will be affected by changes in the industries where we participate, which we cannot predict, and consolidation in such industries could further intensify competitive pressures. We expect to face competition from an increasing number of sources in Mexico and abroad, including emerging technologies that provide new services to broadband and pay-TV customers and new entrants in the industries where we participate, which will require us to make significant investments and capital expenditures in new technologies and will result in higher costs in the acquisition of content or may impair our ability to renew rights to special events, including sporting and entertainment events. Our business may require substantial capital to pursue additional acquisitions and capital expenditures, which may result in additional incurrence of leverage, issuance of additional capital or a combination thereof. 21 Table of Contents Loss of Transmission or Loss of the Use of Satellite Transponders Could Cause a Business Interruption in Innova, Which Would Adversely Affect Our Net Income Media and telecom companies, including Innova, rely on satellite transmissions to conduct their day-to-day business. Any unforeseen and sudden loss of transmission or non-performance of the satellite for Innova can cause huge losses to Innova’s business. The unforeseen loss of transmission may be caused due to the satellite’s loss of the orbital slot or the reduction in the satellite’s functional life. The size of the business interruption impact for Innova in the case of a satellite loss exceeds the insurance we have acquired to cover this risk. In order to reduce the possibility of financial consequences resulting from an unforeseen loss of transmission, Innova entered into an agreement to launch a backup satellite jointly with Sky Brasil Servicos Ltda., or Sky Brasil, which was launched in the first quarter of 2010. In the third quarter of 2013, Sky entered into an agreement with DirecTV for the acquisition and launch of a satellite named SM-1, which started operations in June 2015. In the future, we may have to invest in additional satellite capacity. We cannot predict the extent of losses to Innova in the case of current or new satellite loss or the effectiveness of any alternative strategy. Any Incidents Affecting Our Network and Information Systems or Other Technologies Could Have an Adverse Impact on Our Business, Reputation and Results of Operations Our business operations rely heavily on network and information systems and other technology systems, including cloud computing. We also rely on our information technology systems and those from third parties. Incidents affecting these systems, such as cyber-attacks, malware (including deployment of ransomware), phishing and social engineering compromises, denial of service attacks and other destructive or disruptive activities, process breakdowns, outages, or malicious or accidental release of information may lead to a disruption of our operations, improper disclosure of personal data of clients, subscribers, or employees, or other privileged or confidential information, or unauthorized access to our digital content or any other type of intellectual property. It is common for a company such as ours to be subjected to continuous attempted cyber-attacks or other malicious efforts designed to cause a cybersecurity incident, and we have in the past experienced such attempts and resulting incidents from time to time. Such attempts, if successful, could lead to interruptions of our business and damage our reputation and may require us to expend substantial resources on litigation, regulatory investigation and enforcement, and forensic investigation and remediation costs, and could therefore have a material adverse effect on our business, including our strategy, reputation, results of operations, and financial condition. We continue to work closely with our external advisors to prevent cybersecurity incidents, and to invest in maintaining and improving our cybersecurity resilience, and the Company’s cybersecurity risks, and mitigation actions are monitored by the Information Security group and referred to the Audit Committee that reports to our Board of Directors. However, we cannot assure that we or our respective third-party service providers will not experience any future security breaches, cyber-attacks or unauthorized disclosures. The tools and methods used by hackers and cyber criminals (such as the increasing use of artificial intelligence (“AI”)), including emerging technology such as generative AI, are augmenting cybercriminal capabilities, enabling more sophisticated and scalable attacks (for instance, phishing and social engineering). There can be no assurance that our or our third-party service providers’ preventative efforts can fully prevent or mitigate all such incidents or be successful in avoiding harm to our business in the future. Use of Artificial Intelligence in Our Operations Could Result in Reputational or Competitive Harm, Legal or Regulatory Liability and Adverse Impacts on Our Results of Operations We have incorporated, and expect to continue to incorporate in the future, AI technologies into our operations and product offerings. The use of AI involves various risks and challenges that could adversely affect our business, financial condition or results of operations. We currently use AI technologies, including those licensed from third parties in our business to increase efficiency in our internal operations. We also leverage large language models to offer letizzia, an AI-powered chatbot assistant, on our izzi website to improve customer service efficiency and experience. The development and deployment of AI technologies (including technologies developed or deployed by third-party vendors) involve inherent technical complexities and uncertainties, and these technologies may encounter unexpected technical difficulties, disruptions, outages, loss of data, and limitations or errors, including inaccuracies in data processing or flawed algorithms, which we may not be able to detect or control and could compromise the reliability and effectiveness of our products and services incorporating such systems. 22 Table of Contents The use of AI technologies, including large language models, has resulted in, and may in the future result in, cybersecurity vulnerabilities or incidents that implicate the personal information, intellectual property, proprietary data or other sensitive information of end users of such applications. Any such cybersecurity incidents related to our use of AI technology, or our vendors’ use of AI technology, could adversely affect our business strategy, reputation and results of operations. As with many developing technologies, AI presents risks and challenges that could affect its further development, adoption, and use, and therefore our business. AI algorithms and models may be flawed. Datasets used in AI training, development, or operations may be insufficient, of poor quality, reflect unwanted forms of bias, or raise other legal concerns (such as concerns regarding copyright protections). AI technology also presents emerging social and ethical issues, and if our use of such technology draws scrutiny or becomes controversial, we may experience brand or reputational harm, competitive harm, regulatory investigations and/or legal liability. The increased adoption of AI technologies in our products and services also may result in new or enhanced governmental or regulatory scrutiny, litigation, confidentiality or security risks or other complications that could adversely affect our business, reputation or financial results. The regulatory landscape governing AI technologies is evolving rapidly, and various jurisdictions, including Europe and certain U.S. states, have proposed or already adopted laws governing the use, development and deployment of AI technologies. Changes in laws, regulations or enforcement practices may impose new compliance requirements, restrict certain AI applications or increase our regulatory obligations, which could negatively impact our business and results of operations. We have implemented additional controls to address the inherent risks of adopting and using AI technologies. These include the formation of an AI Working Group (the “AI Working Group”), an interdisciplinary group responsible for the oversight, evaluation, strategic alignment, and regulatory and ethical compliance of all AI-related initiatives within the Company. The AI Working Group establishes guidelines and initial directives for the responsible, ethical, legal and secure use of AI-based tools within the organization, including generative AI and AI agents. Additionally, all projects, initiatives, and technology requirements implementing AI are reviewed by our cybersecurity team to guarantee the proper implementation of controls and the safeguarding of the Group’s information. We Are Subject to a Variety of Global Laws, Regulations, and Rules Related to Privacy and Personal Data Protection, Which Are Evolving, and Increased Public Scrutiny of Privacy and Security Issues Could Result in Increased Government Regulation, Industry Standards, and Other Legal Obligations That Could Adversely Affect Our Business In the ordinary course of business and in particular in connection with content acquisition, making our services and products available to consumers, we collect and utilize information supplied by consumers and other third parties, which may include personal information and other data. As a result, we are subject to laws, rules and regulations in Mexico, the E.U., the U.S., and in other countries relating to privacy and the collection, use and security of personal information. A growing number of global jurisdictions have passed and/or are considering legislation implementing privacy and data protection requirements that could increase the cost and complexity of delivering our products and services. For example, in Mexico, the Federal Law on Protection of Personal Data Held by Private Persons (Ley Federal de Protección de Datos Personales en Posesión de los Particulares, or LFPDPPP) protects personal data collected by us and, among other things, requires that we ensure the confidentiality of information received from customers. The privacy regime in Mexico has been subject to recent changes. On December 20, 2024, a decree was published to dissolve the National Institute for Transparency, Access to Information, and Personal Data Protection (INAI). Its responsibilities for transparency and personal data protection were transferred to the Ministry of Anticorruption and Good Governance (formerly the Ministry of Public Function). The specific department overseeing data protection is the Personal Data Protection Unit. Mexico’s data protection framework remains in force, including the LFPDPPP, which was amended on March 20, 2025; however, its implementing Regulations are still pending to be published. In the meantime, the instruments issued by the former INAI continue to serve as non-binding guidance, including the Privacy Notice Guidelines. On June 30, 2025, the Federal Official Gazette published General Agreement 8/2025, issued by the Plenary of the Federal Judiciary Council. This agreement designates specialized judicial bodies to handle amparo proceedings related to public access to information and personal data protection. Also, in the E.U., the General Data Protection Regulation (the “GDPR”) imposes stringent operational requirements for entities processing personal data, restricts the trans-border flow of certain personal data, and imposes significant penalties of up to the greater of 20 million euros or 4% of the annual global revenue of a noncompliant company for violations of the GDPR’s requirements. Such penalties are in addition to any civil litigation claims by data subjects. Ensuring compliance with the GDPR and similar laws is an ongoing commitment that involves substantial costs, and it is possible that despite our efforts, governmental authorities or third parties will assert that our services or business practices fail to comply. 23 Table of Contents In the U.S., the California Consumer Privacy Act (“CCPA”), as amended by the California Consumer Privacy Rights Act, regulates companies’ use and disclosure of the personal information of California residents, gives California residents rights with respect to their personal information, and authorizes enforcement actions by the California Attorney General and the California Privacy Protection Agency and private class actions for data breaches. The CCPA marked the beginning of a trend toward more stringent state data privacy legislation in the United States. Numerous other states have also enacted, or are in the process of enacting or considering, comprehensive state-level data privacy and security laws, rules, and regulations that share similarities with the CCPA. Each of these laws regulate the way that companies collect, use, and share personal information about certain consumers located in those states, may impose restrictions on our ability to collect, use and disclose personal information and increase our obligations to safeguard, certain consumer information. Given the breadth and depth of changes in global data protection obligations, compliance has caused us to expend significant resources, and such expenditures are likely to continue into the future as we continue our compliance efforts. Our failure to adhere to or successfully implement processes in response to changing regulatory requirements in this area could result in legal liability or impairment to our reputation in the marketplace, which could have a material adverse effect on our business, financial condition and results of operations. These laws and regulations are subject to frequent changes and amendments, and sometimes conflict among the various jurisdictions and countries in which we do business. It also is possible that they may be interpreted and applied in a manner that is inconsistent with our data privacy and information security practices. If we are unable to develop and offer our products and services in a manner that meets legal requirements or if we violate or are perceived to violate any of these laws, regulations, or other obligations relating to data privacy, data protection, or information security, we may experience reduced demand for our products and services, harm to our reputation, or become subject to increased compliance costs, investigations, litigation, or regulatory action, which could expose us to significant fines, penalties, and other damages, or require us to make changes to our business practices, all of which could have a material adverse effect on our business, financial condition, and results of operations. Following the Consummation of the TelevisaUnivision Transaction and the Spin-Off of Certain Businesses of our Former Other Businesses Segment to create Ollamani, Our Continuing Operations Are Less Diversified, Primarily Focused on Our Residential, Satellite and Enterprise Services, and Rely Significantly on Contractual Arrangements with TelevisaUnivision to Provide Content for Our Operations Following the completion of the TelevisaUnivision Transaction and Spin-off, revenue from our continuing operations is less diversified. Due to the combination of our former Content business with TelevisaUnivision and the Spin-off, our results of operations have been more reliant on our Residential, Satellite and Enterprise services, which increases our exposure to the risks of such businesses. In addition, as a result of the TelevisaUnivision Transaction, our remaining businesses will have significant contractual arrangements with TelevisaUnivision to provide content for our Residential, Enterprise and Satellite platforms. As we no longer control the content assets on which our business relies, TelevisaUnivision could pursue a content development, production and distribution strategy that is different from the strategy we would have pursued before the transaction. TelevisaUnivision also could breach its contractual arrangements with us and/or otherwise take actions that are detrimental to our interests. In addition, if there is any dispute relating to our contractual arrangements with TelevisaUnivision, we may have to enforce our rights through litigation or other legal proceedings, which would be subject to uncertainties inherent in the legal system and may be expensive or protracted, even if we are ultimately successful and there can be no assurance we would be successful. As the composition of our business is different following the completion of the TelevisaUnivision Transaction and the Spin-off, our success going forward may also depend on our ability to manage risks that may be different from those we faced prior to the TelevisaUnivision Transaction and the Spin-off. Any of the foregoing factors, among others, may have a material adverse effect on our business, financial condition and results of operations, as well as the market price of our CPOs and/or GDSs. 24 Table of Contents We May Identify Material Weaknesses in Our Internal Controls Over Financial Reporting in the Future, and Any Future Material Weaknesses or Failure to Achieve an Effective System of Internal Controls, May Cause Us Not to Be Able to Report Our Financial Results Accurately. In Addition, the Trading Price of Our Securities May Be Adversely Affected by a Related Negative Market Reaction In connection with the preparation of our financial statements, we may identify material weaknesses (as defined under standards established by the Public Company Accounting Oversight Board) in our internal controls over financial reporting in the future. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. If any future material weaknesses occur, it could affect the accuracy of our reporting on the future results of operations and our ability to make our required filings with government authorities, including the SEC. Furthermore, our business and operating results and the price of our securities may be adversely affected by related negative market reactions. While we have no reason to believe there will be any future material weaknesses identified, we cannot be certain that in the future additional material weaknesses will not exist or otherwise be discovered. Climate Change Effects May Have an Adverse Impact On Our Operations and Our Financial Results The effects of climate change and extreme weather events (such as sea level rise, drought, flooding, heat waves, wildfires and resultant air quality effects and power shutdowns associated with wildfire prevention, hurricanes and increased storm severity, as well as earthquakes in Mexico’s seismic zones) may affect our operations and financial results, and cause interruptions in the services we provide, our suppliers’ ability to provide us the services and goods necessary for our operations, and cause damage to our infrastructure. We could incur significant costs as a result of the physical effects of climate change. We also may not have enough coverage under our insurance policies to recover the amounts required to address impacts relating to these incidents. In addition, claims for certain losses could be denied or subject to deductibles, exclusions under our insurance policies, and our insurance premiums may increase substantially because of such claims, or insurance companies could altogether avoid coverage in certain areas with high exposure to extreme weather events. We are also subject to transition risks (such as additional legal or regulatory requirements, changes in technology, market risk and reputational risk) and social and human effects (such as harm to health and well-being) associated with climate change. There might be new legal or regulatory requirements to prevent, mitigate, or adapt to the implications of a changing climate, which could result in our business being subject to increased compliance costs, increased energy costs, restrictions on greenhouse gas emissions, investment in new technologies, upgrade of facilities to meet new building codes, increased carbon disclosure and transparency, and investments in developing data gathering and reporting systems, which could increase our operating costs. For example, beginning in the fiscal year 2025, companies listed on the Mexican Stock Exchange are required to disclose sustainability and climate-related financial information in accordance with the IFRS S1 and IFRS S2 of the Sustainability Disclosure Standards issued by the International Sustainability Standards Board (the “ISSB”), as mandated by the Mexican National Banking and Securities Commission (the “CNBV”). In preparation for these new regulatory requirements, we conducted both physical and transition-related climate-scenario analysis, through which we identified physical and transition risks that could affect our operations and financial performance over the short, medium, and long term. In addition, our supply chain would also likely be subject to these same transition risks and would likely pass along any increased costs and disclosure requirements to us, which may impact our ability to procure goods or services required for the operation of our business. A Department of Justice Investigation of FIFA-Related Activity May Have a Material Impact on Our Consolidated Financial Condition or Results of Operations As the Company previously announced on August 30, 2024, a Department of Justice investigation of FIFA-related activity may have a material impact on the Company’s consolidated financial condition or results of operations. The Company cannot predict the outcome of the investigation or whether it will in fact have a material impact. The Company is cooperating with the investigation. For a description of the investigation, see “Additional Information—Legal Proceedings”. 25 Table of Contents Risk Factors Related to TelevisaUnivision The Results of Operations of TelevisaUnivision May Affect Our Financial Performance and the Value of Our Investment in that Company; Key Members of Our Management Team Also Participate in the Management of the Mexican Content Business of TelevisaUnivision We have a substantial investment in TelevisaUnivision, the ultimate parent company of Univision Holdings, Inc. (“UHI”) and Univision Communications Inc. (“UCI”; together with TelevisaUnivision and UHI, “Univision”). On January 31, 2022, we consummated the TelevisaUnivision Transaction with Univision and, for the limited purposes set forth in the transaction agreement (the “2021 Transaction Agreement”), affiliates of Searchlight Capital Partners, LP (“Searchlight”), ForgeLight LLC (“ForgeLight”) and Liberty Global plc, through its venture investment vehicle (“Liberty Global”), pursuant to which, among other things, we contributed our former Content business segment (other than certain assets including the main real estate associated with the production facilities and Mexican over-the-air broadcast concessions and transmission infrastructure, as well as assets relating to our former news business which was transferred at closing to an entity controlled by Emilio Fernando Azcárraga Jean (the “News Company”)) to Univision. After the closing of the TelevisaUnivision Transaction, news programs are owned by the News Company and licensed to TelevisaUnivision. In consideration for the contribution of our former Content business, we received approximately U.S.$4.5 billion in a combination of cash (U.S.$3.0 billion) and U.S.$1.5 billion of common and preferred shares of TelevisaUnivision, excluding post-closing adjustments. The TelevisaUnivision Transaction was partially financed by Univision through a new Series C preferred equity investment in TelevisaUnivision of U.S.$1.0 billion in the aggregate led by ForgeLight, along with the SoftBank Latin American Fund, with participation from Google and The Raine Group, as well as debt financing. As of March 31, 2026, we owned a 44.3% equity interest on an as-converted basis (excluding unvested and/or unsettled stock, restricted stock units and options) in TelevisaUnivision. However, we do not control TelevisaUnivision. As a result, we do not consolidate TelevisaUnivision’s results and we no longer consolidate the results of the former Content business segment that we contributed in the TelevisaUnivision Transaction. Our investment in TelevisaUnivision is currently held in the form of shares of common stock and convertible preferred stock. The value of the common stock and preferred stock of TelevisaUnivision, neither of which are publicly traded, will fluctuate and could materially increase or decrease in value. The value of those shares of TelevisaUnivision common stock and convertible preferred stock, and thus the value of our investment in TelevisaUnivision and our reported results of operations, will be affected by the results of operations of TelevisaUnivision and its subsidiaries. The business, financial condition and results of operations of TelevisaUnivision and its subsidiaries could be materially and adversely affected by risks including, but not limited to: (i) TelevisaUnivision’s inability or failure to service or refinance its debt, particularly in a volatile interest rate environment; (ii) cancellations, reductions or postponements of advertising or other changes in advertising practices among TelevisaUnivision’s advertisers; (iii) adverse global and national economic conditions, including inflationary pressures and exchange rate volatility; (iv) changes in the size of the U.S. Hispanic population, including the impact of U.S. federal and state immigration legislation and policies on both the U.S. Hispanic population and persons emigrating from Latin America, as well as an increase in the preference among Hispanics for English-language programming, or Spanish-language programming on platforms other than those of TelevisaUnivision; (v) an increase in the cost of, and/or decrease in the supply, quality of and/or demand for, TelevisaUnivision’s content; (vi) changes in, and the effect on us of, the rules and regulations of the Federal Communications Commission (the “FCC”), as well as other federal, state and local regulations, including those applicable in Mexico; (vii) competitive pressures from other content distributors, other entertainment and news media and broadcasters, particularly in Mexico and the U.S. markets, including the New York, Los Angeles and Miami-Fort Lauderdale markets, where a large percentage of TelevisaUnivision’s target audience lives; (viii) TelevisaUnivision’s failure to retain the rights to popular programming, including sports programming; (ix) TelevisaUnivision’s failure to renew existing carriage agreements or reach new carriage agreements or similar agreements with multichannel video programming distributors or other content distributors, (x) possible strikes or other union job actions; (xi) the impact of new technologies as well as TelevisaUnivision’s ability to successfully operate its multichannel video programming distributors; and (xii) failure to develop, produce or acquire content for, attract customers for and/or profitably commercialize TelevisaUnivision’s subscription video-on-demand and ad-supported video-on demand services as part of its strategy to provide streaming channels as a Spanish-language direct to consumer and direct to business platform. Macroeconomic conditions, including any future pandemic, epidemic or outbreak of infectious disease could have an adverse impact on TelevisaUnivision, due to, among other things, the potential negative impact on advertising trends and advertising revenue, the suspension of sporting events and curtailment or suspension of other programming production to which TelevisaUnivision has broadcast rights, reductions or delays in the production of programming by TelevisaUnvision’s partners and general disruptions to business and operations. Due to the evolving and uncertain nature of any future pandemic, epidemic or outbreak of infectious disease, we cannot estimate the impact on TelevisaUnivision’s businesses, financial condition or near or longer-term financial or operational results with certainty. 26 Table of Contents There can be no assurance that the results of operations of TelevisaUnivision and its respective subsidiaries will be sufficient to maintain or increase the value of our investment, including payment of dividends to its existing shareholders, or that such results will not materially and adversely affect our business, financial condition and results of operations. In addition, no public market exists for TelevisaUnivision’s shares, and such shares are subject to transfer restrictions, so there can be no assurance that we will be able to realize value from our investment in TelevisaUnivision at a time when it may be beneficial for us to do so, or at all. For a discussion of our investment in TelevisaUnivision, see “Information on the Company—Business Overview—TelevisaUnivision”. In addition, as part of the combination of our former Content business with TelevisaUnivision’s other operations, Messrs. Bernardo Gómez Martínez and Alfonso de Angoitia Noriega became part of the management team of the Mexican content business of TelevisaUnivision. These individuals also continue to serve as Co-Chief Executive Officers of the Company. As a result, they do not devote all of their time to either TelevisaUnivision or the Company. Additionally, our directors and officers may have interests that are different from those of our shareholders and actual or apparent conflicts of interest may arise with respect to matters involving or affecting us and TelevisaUnivision. The Performance of TelevisaUnivision May Affect the Market Price of Our Shares and of Our CPOs or GDSs, the Underlying Asset of Which Are Our Shares As of March 31, 2026, we owned a 44.3% equity interest on an as-converted basis (excluding unvested and/or unsettled stock, restricted stock units and options) in TelevisaUnivision. Such interest forms an important part of our assets and an important part of our share of income of associates and joint ventures. As a result of the foregoing, the performance of TelevisaUnivision may have an effect on the market price of our shares or of the CPOs or GDSs, the underlying asset of which are the shares of Grupo Televisa. In addition, changes in market conditions, particularly in relation to U.S. media companies, could impact the valuation of TelevisaUnivision and may affect the market price of our shares. Although We Have a Large Equity Interest in TelevisaUnivision, We Do Not Control TelevisaUnivision and Its Interests May Differ from Those of Grupo Televisa or Other Investors in TelevisaUnivision and Grupo Televisa’s Interests May Differ from Those of Other Investors in TelevisaUnivision We are the largest shareholder of TelevisaUnivision, and we are entitled to appoint five directors to the Board of Directors of TelevisaUnivision, including the chairperson. However, such equity interest and our governance rights do not grant us control over TelevisaUnivision, and TelevisaUnivision is deemed an “associate” (asociada) of ours under current applicable accounting standards. As a result of the foregoing, if the interests of the rest of the investors of TelevisaUnivision differ from our interests, TelevisaUnivision may conduct its businesses differently than the way that is in the best interests of us and our shareholders, and such change may have an adverse effect on our financial position and results of operations and the expected benefits of the TelevisaUnivision Transaction. In particular, the other major investors in TelevisaUnivision are in the business of making investments in companies and may, from time to time, acquire and hold interest in businesses that compete directly or indirectly with TelevisaUnivision, as well as businesses that represent major customers of TelevisaUnivision. Such investors may also pursue acquisition opportunities that may be complementary to the business of TelevisaUnivision, and as a result, those acquisition opportunities may not be available to TelevisaUnivision. Such transactions may have an adverse effect on our financial position and results of operations and the expected benefits of the TelevisaUnivision Transaction. 27 Table of Contents Risk Factors Related to Our Securities Any Actions Stockholders May Wish to Bring Concerning Our Bylaws or the CPO Trust Must Be Brought in a Mexican Court Our bylaws provide that a stockholder must bring any legal actions concerning our bylaws in courts located in Mexico City. All parties to the trust agreement governing the CPOs, including the holders of CPOs, have agreed to submit any legal actions concerning the trust agreement only to Mexican courts. Non-Mexicans May Not Hold Series “A” Shares, Series “B” Shares or Series “D” Shares Directly and Must Have Them Held in a Trust at All Times As a result of the Telecom Reform, the regulatory framework was amended to allow foreign direct investment of up to 100% of the equity interest of Mexican companies doing business in telecommunications and satellite communications, and up to 49% in the broadcasting sector, subject to reciprocity from the country of the ultimate investor. Notwithstanding the above, the trust governing the CPOs and our bylaws still restrict non-Mexicans from directly owning Series “A” Shares, Series “B” Shares or Series “D” Shares. Non-Mexicans may hold Series “A” Shares, Series “B” Shares or Series “D” Shares indirectly through the CPO Trust, which will control the voting of such shares. Under the terms of the CPO Trust, a non-Mexican holder of CPOs or GDSs may instruct the CPO Trustee to request that we issue and deliver certificates representing each of the shares underlying its CPOs so that the CPO Trustee may sell, to a third party entitled to hold the shares, all of these shares and deliver to the holder any proceeds derived from the sale. In addition, as a “foreign private issuer” under the U.S. system of securities regulation, we are entitled to certain accommodations not available to domestic issuers. The SEC is currently examining the framework applicable to foreign private issuers. For example, the SEC recently changed its rules to extend insider reporting obligations under Section 16(a) of the Exchange Act to directors and officers of foreign private issuers, a requirement that historically only applied to domestic issuers. We continue to monitor the benefits, burdens and costs of our NYSE listing, particularly in light of the regulatory environment as well as our reduced market capitalization over the years following the TelevisaUnvision Transaction and the Spin-Off. Non-Mexican Holders of Our Securities Forfeit Their Securities if They Invoke the Protection of Their Government Pursuant to Mexican law, our bylaws provide that non-Mexican holders of CPOs or GDSs may not ask their government to interpose a claim against the Mexican government regarding their rights as stockholders. If non-Mexican holders of CPOs or GDSs violate this provision of our bylaws, they will automatically forfeit the Series “A” Shares, Series “B” Shares, Series “L” Shares and Series “D” Shares underlying their CPOs or GDSs to the Mexican government. Non-Mexican Holders of Our Securities Have Limited Voting Rights In accordance with the bylaws and trust governing the CPOs of the Company, non-Mexican holders of CPOs or GDSs are not entitled to vote the Series “A” Shares, Series “B” Shares and Series “D” Shares underlying their securities. The Series “L” Shares underlying CPOs or GDSs, the only series of our Shares that can be voted by non-Mexican holders of CPOs or GDSs, have limited voting rights. These limited voting rights include the right to elect two directors and limited rights to vote on extraordinary corporate actions, including the cancellation of the registration in the CNBV’s National Securities Registry of the Series “L” Shares and other actions which are adverse to the holders of the Series “L” Shares. For a brief description of the circumstances under which holders of Series “L” Shares are entitled to vote, see “Additional Information—Bylaws—Voting Rights and Stockholders’ Meetings”. Our Antitakeover Protections May Deter Potential Acquirers and May Depress Our Stock Price Certain provisions of our bylaws could make it substantially more difficult for a third party to acquire control of us. These provisions in our bylaws may discourage certain types of transactions involving the acquisition of our securities. These provisions may also limit our stockholders’ ability to approve transactions that may be in their best interests and discourage transactions in which our stockholders might otherwise receive a premium for their Shares over the then current market price and could possibly adversely affect the trading volume in our equity securities. As a result, these provisions may adversely affect the market price of our securities. Holders of our securities who acquire Shares in violation of these provisions will not be able to vote, or receive dividends, distributions or other rights in respect of these securities and would be obligated to pay us a penalty. For a description of these provisions, see “Additional Information—Bylaws—Antitakeover Protections”. 28 Table of Contents GDS Holders May Face Disadvantages When Attempting to Exercise Voting Rights as Compared to Other Holders of Our Securities In situations where we request that The Bank of New York Mellon, the depositary for the securities underlying the GDSs, ask GDS holders for voting instructions, the holders may instruct the depositary to exercise their voting rights, if any, pertaining to the deposited securities. The depositary will attempt, to the extent practical, to arrange to deliver voting materials to these holders. We cannot assure holders of GDSs that they will receive the voting materials in time to ensure that they can instruct the depositary how to vote the deposited securities underlying their GDSs, or that the depositary will be able to forward those instructions and the appropriate proxy request to the CPO Trustee in a timely manner. For stockholders’ meetings, if the depositary does not receive voting instructions from holders of GDSs or does not forward such instructions and appropriate proxy request in a timely manner, if requested in writing from us, it will provide a proxy to a representative designated by us to exercise these voting rights. If no such written request is made by us, the depositary will not represent or vote, attempt to represent or vote any right that attaches to, or instruct the CPO Trustee to represent or vote, the shares underlying the CPOs in the relevant meeting (the “Underlying Shares”) and, as a result, the Underlying Shares will be voted in the manner described under “Additional Information—Bylaws—Voting Rights and Stockholders’ Meetings—Holders of CPOs”. For CPO Holders’ meetings, if the depositary does not timely receive instructions from a Mexican or non-Mexican holder of GDSs as to the exercise of voting rights relating to the underlying CPOs in the relevant CPO holders’ meeting, the depositary and the custodian will take such actions as are necessary to cause such CPOs to be counted for purposes of satisfying applicable quorum requirements and, unless we in our sole discretion have given prior written notice to the depositary and the custodian to the contrary, vote them in the same manner as the majority of the CPOs are voted at the relevant CPOs holders’ meeting. This means that holders of GDSs may not be able to exercise their right to vote and there may be nothing they can do if the deposited securities underlying their GDSs are not voted as they request. The Interests of Our GDS Holders Will Be Diluted if We Issue New Shares and These Holders Are Unable to Exercise Preemptive Rights for Cash Under Mexican law and our bylaws, our stockholders have preemptive rights with respect to capital increases, subject to our Board not excluding such preemptive rights. This means that in the event that we issue new Shares for cash and the Board does not exclude preemptive rights, our stockholders will have a right to subscribe and pay the number of Shares of the same series necessary to maintain their existing ownership percentage in that series. If the Board approves the exclusion of preemptive rights, the interests of our stockholders will be diluted in the event that we issue new Shares for cash. Furthermore, U.S. holders of our GDSs cannot exercise their preemptive rights unless we register any newly issued Shares under the U.S. Securities Act of 1933, as amended, or the Securities Act, or qualify for an exemption from registration. If U.S. holders of GDSs cannot exercise their preemptive rights, the interests of these holders will be diluted in the event that we issue new Shares for cash. We intend to evaluate at the time of any offering of preemptive rights the costs and potential liabilities associated with registering any additional Shares. We cannot assure that we will register under the Securities Act any new Shares that we issue for cash. In addition, although the Deposit Agreement provides that the depositary may, after consultation with us, sell preemptive rights in Mexico or elsewhere outside the United States and distribute the proceeds to holders of GDSs, under current Mexican law these sales are not possible. See “Directors, Senior Management and Employees—Stock Purchase Plan and Long-Term Retention Plan” and “Additional Information—Bylaws—Preemptive Rights”. The Protections Afforded to Minority Stockholders in Mexico Are Different from Those in the U.S. Under Mexican law, the protections afforded to minority stockholders are different from those in the U.S. In particular, the law concerning fiduciary duties of directors is not well developed, there is no procedure for class actions or stockholder derivative actions and there are different procedural requirements for bringing stockholder lawsuits. As a result, in practice, it may be more difficult for our minority stockholders to enforce their rights against us or our directors or major stockholders than it would be for stockholders of a U.S. company. ​ 29 Table of Contents The Ley del Mercado de Valores, or the Mexican Securities Market Law, provides additional protection to minority stockholders, such as (i) providing stockholders of a public company representing 5% or more of the capital stock of the public company, an action for liability against the members and secretary of the Board and relevant management of the public company, and (ii) establishing additional responsibilities on the audit committee in all issues that have or may have an effect on minority stockholders and their interests in an issuer or its operations. It May Be Difficult to Enforce Civil Liabilities Against Us or Our Directors, Executive Officers and Controlling Persons We are organized under the laws of Mexico. Substantially all of our directors, executive officers and controlling persons reside outside the U.S., all or a significant portion of the assets of our directors, executive officers and controlling persons, and substantially all of our assets, are located outside of the U.S., and some of the parties named in this annual report also reside outside of the U.S. As a result, it may be difficult for you to effect service of process within the United States upon these persons or to enforce against them or us in U.S. courts judgments predicated upon the civil liability provisions of the federal securities laws of the U.S. We have been advised by our Mexican counsel, Mijares, Angoitia, Cortés y Fuentes, S.C., that there is doubt as to the enforceability, in original actions in Mexican courts, of liabilities predicated solely on U.S. federal securities laws and as to the enforceability in Mexican courts of judgments of U.S. courts obtained in actions predicated upon the civil liability provisions of U.S. federal securities laws. ​