GRUMA, S.A.B. DE C.V.

Calzada del Valle 407 Ote.

Colonia del Valle

San Pedro Garza García, Nuevo León

66220, Mexico

www.gruma.com

ANNUAL REPORT FILED IN ACCORDANCE WITH THE GENERAL PROVISIONS APPLICABLE TO SECURITIES' ISSUERS AND OTHER SECURITIES MARKET'S PARTICIPANTS FOR THE YEAR ENDED DECEMBER 31, 2023.

As of April 26, 2024, our capital stock is represented by 365,394,275 ordinary, registered, Series "B", Class I no par value shares, out of which 364,763,606 shares were outstanding, fully subscribed and paid for and 630,669 were kept in treasury.

Such securities are registered in the Securities National Registry and are traded in the Mexican Stock Exchange.

Ticker symbol: GRUMAB

"The registration before the National Securities Registry does not imply a certification regarding the worth of the

securities, the solvency of the issuer or the accuracy or veracity of the information contained in the report, nor ratifies the

actions which, in its case, we carried out in contravention of the laws."

This Annual Report was translated from Spanish into English and presented only for purposes of complying with the requirements of GRUMA's U.S.$400 million 4.875% senior notes due 2024. None of the information contained in this report is prepared and published with the intention of claiming an exemption under Rule 12g3-2 (b) of the U.S. Securities Exchange Act of 1934. GRUMA does not authorize, endorse, support or encourage the creation of any unsponsored ADR program in respect of its securities and disclaims any liability whatsoever arising out of an unsponsored ADR program. Under no circumstances should the contents of this report be construed as a solicitation to purchase any securities of

GRUMA.

KEY INFORMATION WITH RESPECT TO THE DEBT SECURITIES (CERTIFICADOS BURSÁTILES) ISSUED BY GRUMA, S.A.B. DE C.V.

AS OF DECEMBER 31, 2023

Ticker Symbol

GRUMA 21

GRUMA 22

Amount

Ps.2,000,000,000

Ps.4,500,000,000

Number of series in which the

N.A.

N.A.

issuance is divided

Issuance date

May 21, 2021

October 13, 2022

Maturity date

May 12, 2028

October 7, 2027

Issuance period

2,548 days as of the Issuance Date,

1,820 days as of the Issuance

approximately 7 years.

Date, approximately 5 years.

Interest rate and calculation

7% fixed interest rate on nominal

TIIE +29bp Interest rate on

procedure

value.

nominal value.

Periodicity in payment of interest

Biannually, commencing on

Every 28 days, commencing on

November 19, 2021.

November 10, 2022.

Place and payment method of

The principal and accrued interests

The

principal

and accrued

principal and interests

of the Debt Securities (Certificados

interests of the Debt Securities

Bursátiles), will be paid on their

(Certificados Bursátiles), will

Maturity Date and in every Interest

be paid on their Maturity Date

Payment Date, by electronic transfer

and in every Interest Payment

of funds, through Indeval, whose

Date, by electronic transfer of

registered offices are located in

funds, through Indeval, whose

Paseo de la Reforma No. 255, 3rd

registered offices are located in

floor, Colonia Cuauhtémoc, 06500,

Paseo de la Reforma No. 255, 3rd

Mexico, Mexico City, against the

floor,

Colonia

Cuauhtémoc,

delivery

of the

Debt

Securities

06500,

Mexico,

Mexico

City,

(Certificados Bursátiles) or of the

against the delivery of the Debt

certificates issued by Indeval.

Securities

(Certificados

Bursátiles) or of the certificates

issued by Indeval.

Subordination

Pari Passu

Pari Passu

Amortization and early

The principal of the Debt Securities

The principal of the Debt

amortization

(Certificados Bursátiles) will be

Securities

(Certificados

amortized at its par value in a single

Bursátiles) will be amortized at

payment on the Maturity Date upon

its par value in a single payment

the delivery of the Debt Securities

on the Maturity Date upon the

(Certificados Bursátiles) or of the

delivery of the Debt Securities

certification issued by Indeval.

(Certificados Bursátiles) or of

the

certification

issued

by

The Issuer has the right to proceed

Indeval.

with an early amortization of all or

part of

the

Debt

Securities

The Issuer has the right to

(Certificados Bursátiles) on any

proceed

with

an

early

prior to their Maturity Date.

amortization of all or part of the

Debt

Securities

(Certificados

If the early amortization is made

Bursátiles) in any date before

prior to February 12, 2028, it should

their Maturity Date.

be made at an Early Amortization

Price, as defined in the supplement.

ii

If it is done after this date, it should

Any

early

amortization

should

be made at face value.

be

made

at

an

Early

Amortization

Price,

as

defined

in the supplement.

Guarantee

The Debt Securities (Certificados

The

Debt

Securities

Bursátiles)

will

be

unsecured,

(Certificados Bursátiles) will be

therefore, will not have a guarantor

unsecured,

therefore, will not

(aval), nor any guarantee.

have a guarantor (aval), nor any

guarantee.

Trustee

N.A.

N.A.

Rating

S&P Global Ratings, S.A. de C.V.

S&P Global Ratings, S.A. de

"mxAA+"

C.V.

Fitch México, S.A. de C.V.

"mxAA+"

"AAA(mex)"

Fitch México, S.A. de C.V.

"AAA(mex)"

Common Representative

CIBanco, S.A., Institución de Banca

CIBanco, S.A., Institución de

Múltiple

Banca Múltiple

Depositary

S.D. Indeval Institución para el

S.D. Indeval Institución para el

Depósito de Valores, S.A. de C.V.

Depósito de Valores, S.A. de

C.V.

Tax treatment

The applicable withholding tax rate

The applicable withholding tax

to the interest paid in accordance

rate to the interest paid in

with

the

Debt

Securities

accordance

with

the

Debt

(Certificados Bursátiles) is subject

Securities

(Certificados

to: (i) for individuals or legal entities

Bursátiles) is subject to: (i) for

considered as residents of Mexico

individuals

or

legal

entities

for tax purposes, articles 54, 135 and

considered

as

residents

of

other applicable provisions of the

Mexico for tax purposes, articles

current Income Tax Law (Ley del

54, 135 and other applicable

Impuesto Sobre la Renta), and (ii)

provisions of the current Income

for individuals and legal entities

Tax Law (Ley del Impuesto

considered

as

non-Mexican

Sobre la Renta), and (ii) for

residents for tax purposes, articles

individuals

and

legal

entities

153, 166 and other applicable

considered as non-Mexican

provisions of the current Income Tax

residents for

tax

purposes,

Law (Ley del Impuesto sobre la

articles 153, 166 and other

Renta). Potential investors shall

applicable

provisions

of

the

consult their tax advisors on the tax

current Income Tax Law (Ley

consequences

resulting

from their

del Impuesto sobre la Renta).

investment

in

the

Debt

Securities

Potential investors shall consult

(Certificados Bursátiles), including

their tax advisors on the tax

the application of specific rules

consequences

resulting

from

regarding their particular situation.

their investment in the Debt

The current tax regime may be

Securities

(Certificados

modified during the program term

Bursátiles),

including

the

and during the term of any issuance

application

of

specific

rules

under the program.

regarding

their

particular

situation. The current tax regime

may be modified during the

program term and during the

term of any issuance under the

program.

iii

Change of Control:In the event of a Change of Control Event (as defined in the indenture of the Debt Securities (Certificados Bursátiles)), the Issuer will be required to make an offer, in accordance with the Debt Securities (Certificados Bursátiles)'s indenture, to repurchase all of the Debt Securities (Certificados Bursátiles) at a purchase price equal to 101% of the par value of the Debt Securities (Certificados Bursátiles) plus the accrued interests but not yet paid on the principal of the Debt Securities (Certificados Bursátiles) at the repurchase date.

Corporate Restructuring:In the event of a corporate restructuring, the Issuer will disclose to the investors the applicable disclosure document and other information required under applicable laws. In accordance with the indenture of the Debt Securities (Certificados Bursátiles), the Issuer may not merge, transfer or dispose all or substantially all of its goods and consolidated assets, except under certain circumstances as per the indenture of the Debt Securities (Certificados Bursátiles).

Essential Assets:In accordance with the terms of the Debt Securities (Certificados Bursátiles), the Issuer may not constitute nor permit any of its subsidiaries to create any liens on "operating assets" (as such term is defined in the indenture of the Debt Securities (Certificados Bursátiles)), in order to guarantee any debt, except: (i) for "Permitted Liens" (as such term is defined in the Debt Securities (Certificados Bursátiles) indenture), or (ii) if, simultaneously to the creation of any lien, the Issuer guarantees in the same way its obligations under the Debt Securities (Certificados Bursátiles).

iv

INDEX

1.

GENERAL INFORMATION

1

GLOSSARY OF TERMS AND DEFINITIONS

1

1.1. INTRODUCTION

4

1.1.1. OUR COMPANY

4

1.1.2. PRESENTATION OF FINANCIAL INFORMATION

4

1.1.3. MARKET SHARE

5

1.1.4. EXCHANGE RATE

5

1.1.5. FORWARD LOOKING STATEMENTS

5

1.2.

EXECUTIVE SUMMARY

5

1.2.1. GENERAL DESCRIPTION OF THE COMPANY

5

1.2.2. SELECTED FINANCIAL INFORMATION

6

1.2.3. TRADING HISTORY

7

1.2.4. PRICE HISTORY

7

1.3.

RISK FACTORS

8

1.3.1.

RISKS RELATED TO OUR COMPANY

8

1.3.2.

RISKS RELATED TO MEXICO

14

1.3.3.

RISKS RELATED TO THE UNITED STATES

18

1.3.4.

RISKS RELATED TO OUR PRIMARY SHAREHOLDER GROUP AND CAPITAL STRUCTURE

19

1.4.

OTHER SECURITIES

20

1.5. SIGNIFICANT CHANGES TO THE RIGHTS OF SECURITIES REGISTERED IN THE REGISTRY

21

1.6. DESTINATION OF THE FUNDS

21

1.7.

PUBLIC DOCUMENTS

21

2.

THE COMPANY

22

2.1 HISTORY AND DEVELOPMENT OF THE COMPANY

22

2.2. BUSINESS OVERVIEW

24

2.2.1. PRINCIPAL ACTIVITY

24

2.2.1.1. U.S. OPERATIONS

25

2.2.1.2. MEXICAN OPERATIONS

27

2.2.1.3. EUROPEAN OPERATIONS

30

2.2.1.4. CENTRAL AMERICAN OPERATIONS

31

2.2.1.5. ASIA AND OCEANIA OPERATIONS

32

2.2.1.6. TECHNOLOGY AND EQUIPMENT OPERATIONS

32

2.2.1.7. CLIMATE CHANGE EFFECTS

33

2.2.2. DISTRIBUTION CHANNELS

33

2.2.3. PATENTS, LICENSES, TRADEMARKS AND OTHER AGREEMENTS

33

2.2.4. MAIN CUSTOMERS

34

2.2.5. APPLICABLE LAWS AND TAXATION

34

2.2.6. HUMAN RESOURCES

40

2.2.7. ENVIRONMENTAL PERFORMANCE

41

2.2.8 MARKET INFORMATION

41

2.2.9. ORGANIZATIONAL STRUCTURE

42

2.2.10. DESCRIPTION OF PRINCIPAL ASSETS

43

2.2.11. LEGAL, ADMINISTRATIVE OR ARBITRATION PROCEEDINGS

43

2.2.12. SHARES EVIDENCING THE CAPITAL STOCK

46

2.2.13. DIVIDENDS

................................................................................................................................................................................

47

2.2.14. EXCHANGE CONTROLS AND OTHER LIMITATIONS WHICH AFFECT HOLDERS OF CERTIFICATES

3.

FINANCIAL INFORMATION

48

3.1 SELECTED FINANCIAL INFORMATION

48

3.2. FINANCIAL INFORMATION BY LINE OF BUSINESS, GEOGRAPHIC MARKET AND EXPORT SALES

49

3.3. RELEVANT CREDIT FACILITIES REPORT

49

3.4. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF

THE ISSUER

54

3.4.1. ACCOUNTING PRESENTATION OVERVIEW

55

3.4.2. RESULTS OF OPERATIONS

57

3.4.3. FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

63

3.4.4. INTERNAL CONTROL

66

v

3.5. CRITICAL ACCOUNTING ESTIMATES, PROVISIONS OR RESERVES

67

4.

MANAGEMENT

69

4.1.

EXTERNAL AUDITORS

69

4.2.

RELATED PARTY TRANSACTIONS AND CONFLICTS OF INTEREST

70

4.3.

MANAGEMENT AND SHAREHOLDERS

71

  1. BOARD OF DIRECTORS……………………………………………………………………………………………………….………......71
  2. SENIOR MANAGEMENT………………………………………………………………………………………………………………..…75

4.3.3 MAJOR SHAREHOLDERS………………………………………………………………………………………………..……….…..…...…77

4.4.

BYLAWS AND OTHER AGREEMENTS

77

4.5.

OTHER CORPORATE GOVERNANCE PRACTICES

85

5.

CAPITAL MARKET

86

5.1.

SHAREHOLDING STRUCTURE

86

5.2.

BEHAVIOR OF THE SHARES IN THE STOCK MARKET

86

5.3.

MARKET MAKER

87

6.

UNDERLYING ASSETS

87

7.

RESPONSIBLE PARTIES

88

8.

EXHIBITS

89

vi

1. GENERAL INFORMATION Glossary of Terms and Definitions

"ADM"

Archer-Daniels-Midland.

"ADR"

American Depositary Receipts.

"ADS"

American Depositary Shares.

"ASERCA"

Trade Services and Development of Agricultural Markets Agency, an

agency of the Ministry of Agriculture and Rural Development

(formerly Ministry of Agriculture, Livestock, Rural Development,

Fisheries and Food Ministry).

"Azteca Milling"

Azteca Milling, L.P.

"BEPS"

Base Erosion and Profit Shifting.

"BMV"

Bolsa Mexicana de Valores, S.A.B. de C.V.

"CETES"

Treasury Certificates of the Federation (Certificados de la Tesorería

de la Federación).

"CIASA"

Constructora Industrial Agropecuaria, S.A. de C.V.

"COFECE"

Federal Economic Competition Commission (Comisión Federal de

Competencia Económica).

"COFEPRIS"

Federal Commission for the Protection against Sanitary Risks

(Comisión Federal para la Protección contra Riesgos Sanitarios).

"Consorcio Andino"

Consorcio Andino, S.L.

"CNBV"

National Securities and Banking Commission (Comisión Nacional

Bancaria y de Valores).

"Debt Securities

Negotiable instruments of those denominated Certificados Bursátiles,

(Certificados Bursátiles)" or

outstanding and issued by the Company in accordance with the

"CEBURES"

Mexican Securities Law.

"DEMASECA"

Derivados de Maíz Seleccionado, C.A.

A company with majority state control of the Mexican government that

"DICONSA"

manages social supply programs through a network of approximately

26,000 small stores that supply basic foods products to communities in

rural areas.

"Dollars" or "U.S.$"

Dollars of the United States of America.

"EBITDA"

Earnings Before Interest, Taxes, Depreciation, and Amortization

(EBITDA is a financial ratio not contemplated by IFRS and it is

defined in each credit agreement in which it is used).

"ESG"

Environmental Social and Governance.

1

"Fitch"

Fitch Ratings.

"GIMSA"

Grupo Industrial Maseca, S.A. de C.V.

"GRUMA"

Gruma, S.A.B. de C.V. and its consolidated subsidiaries, as a whole,

except where a specific reference is made to Gruma, S.A.B. de C.V.

(holding company) or where the context requires otherwise.

"Gruma Asia-Oceania" or

Mission Foods (Shanghai) Co. Ltd., Gruma Oceania Pty. Ltd., and

"Gruma A&O"

Mission Foods (Malaysia) Sdn. Bhd., as a whole, except where a

specific reference is made to any such entities.

"Gruma Centroamérica"

Derivados de Maíz Alimenticio, S.A., Industrializadora y

Comercializadora de Palmito, S.A., Derivados de Maíz de Guatemala,

S.A., Tortimasa, S.A., Derivados de Maíz de El Salvador, S.A. and

Derivados de Maíz de Honduras, S.A. de C.V., as a whole, except

where a specific reference is made to any such entities.

"Gruma Europe"

Mission Foods Iberia, S.A.U., NDF Azteca Milling Europe SRL, Zao

Solntse Mexico LLC, Mex-Foods Siberia LLC, Mission Foods Stupino

LLC, Semolina Misir Irmigi Gida Sanayi Ve Ticaret A.S., Altera

Azteca Milling Ukraine LLC., and Mission Foods UK Ltd, as a whole,

except where a specific reference is made to any such entities.

"Gruma USA"

Gruma Corporation and its consolidated subsidiaries, as a whole,

except when specific reference is made to any of said entities.

"IAS"

International Accounting Standards.

"IASB"

International Accounting Standards Board.

"ICSID"

International Centre for Settlement of Investment Disputes.

"IFRS"

International Financial Reporting Standards.

"INDEVAL"

S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V.

"INTASA"

Investigación de Tecnología Avanzada, S.A. de C.V.

"INTESA"

Investigación Técnica Avanzada, S.A. de C.V.

"LIBOR"

London InterBank Offered Rate.

"MÉXICO"

Mexican United States.

"MONACA"

Molinos Nacionales, C.A.

"Notes due 2024"

U.S.$400 million 4.875% senior notes due 2024, issued on December

2014.

"NYSE"

New York Stock Exchange.

2

"OECD"

Organisation for Economic Co-operation and Development.

"Perpetual Bonds"

U.S.$300 million 7.75% senior unsecured perpetual bonds issued on

December 2004 and redeemed in full in 2014.

"Peso", "Pesos" o "Ps."

Mexican national currency.

"Primary Shareholder Group"

Ms. Graciela Moreno Hernández, widow of the late Mr. Roberto

González Barrera, and certain of her descendants.

"REFIPRES"

Preferential Tax Regimes.

"RMI"

Risk Management Instrument for the protection of crop pricing.

"RNV"

National Securities Registry (Registro Nacional de Valores).

"SADER"

Mexico's Ministry of Agriculture and Rural Development

(Secretaría de Agricultura y Desarrollo Rural).

"SAGARPA"

Agriculture, Animal Husbandry, Rural Development, Fisheries and

Food Ministry (Secretaría de Agricultura, Ganadería, Desarrollo

Rural, Pesca y Alimentación).

"SEC"

Securities and Exchange Commission.

"SEGALMEX"

Mexican Food Safety (Seguridad Alimentaria Mexicana).

"SEMARNAT"

Ministry of the Environment and Natural Resources (Secretaría del

Medio Ambiente y Recursos Naturales).

"Standard & Poor's"

S&P Global Ratings.

"SKU"

Stock Keeping Unit.

"SQF"

Safe Quality Food Certificate.

"SOFR"

Secured Overnight Financing Rate.

"TECNOMAÍZ"

Tecno Maíz, S.A. de C.V.

"TIIE"

Mexican Equilibrium Interbank Interest Rate, determined and

published by Banco de México.

"Valores Mundiales"

Valores Mundiales, S.L.

"Venezuelan Companies"

Jointly MONACA and DEMASECA.

3

1.1. INTRODUCTION

1.1.1. Our Company

Gruma, S.A.B. de C.V. is a publicly held corporation (Sociedad Anónima Bursátil de Capital Variable) registered in Monterrey, Mexico under the Ley General de Sociedades Mercantiles, or Mexican Corporations Law, on December 24, 1971, with a corporate life of 99 years. Our full legal name is Gruma, S.A.B. de C.V., but we are also known by our commercial names: GRUMA and MASECA. The address of our principal executive office is Calzada del Valle, 407 Ote., Colonia del Valle, San Pedro Garza García, Nuevo León, 66220, Mexico and our telephone number is (52) 81 8399-3300. Our legal domicile is San Pedro Garza García, Nuevo León, Mexico.

The company was founded in 1949, when Mr. Roberto González Barrera started producing and selling nixtamalized corn flour in Northeastern Mexico as raw material for producing tortillas and other corn-based products. Prior to our founding, all corn tortillas were made through the corn dough method or nixtamal (the "Traditional Method"). Today, both the Traditional Method, as well as the nixtamalized corn flour method are used, additionally, corn flour and the dough prepared through the Traditional Method can be mixed in various proportions to produce tortillas and other corn-based products. Our main nixtamalized corn flour operations are in Mexico and the United States and, to a lesser extent, in Central America and Europe.

Later, the company was able to integrate vertically with tortilla production and related products with important operations primarily in the United States and, to a lesser extent, Europe, Asia, Oceania, Central America and Mexico. In addition, we have diversified our product mix to include other types of flatbreads (pita, naan, chapati, pizza bases and piadina) mainly in Europe, Asia and Oceania, and corn grits mainly in Europe, among other products.

1.1.2. Presentation of Financial Information

This annual report contains our audited consolidated financial statements as of December 31, 2023 and 2022 and for the years ended on said dates, as of December 31, 2022 and 2021 and for the years ended on said dates, as well as those as of December 31, 2021 and 2020 and for the years ended on said dates, which have been prepared in accordance with the accounting IFRS as issued by the IASB, and audited by PricewaterhouseCoopers, S.C., an independent public accounting firm, and were approved by our shareholders at the Annual General Shareholders' Meetings held on April 26, 2024, April 21, 2023, and April 22, 2022, respectively.

Our consolidated and audited financial statements as of December 31, 2023, and 2022, and for the years ended on such dates, as well as of December 31, 2022 and 2021 and for the years ended on said dates are presented in U.S. dollars. The audited consolidated financial statements as of December 31, 2021 and 2020 and for the years ended on said dates were presented in pesos.

The financial statements of our entities are measured using the currency of the main economic environment where the entity operates (functional currency). The financial statements of the entities that have a functional currency which differs from our presentation currency are translated as follows: a) assets and liabilities at the closing exchange rate of the period, b) income and expenses at average exchange rates when it has not fluctuated significantly during the period and c) equity at the effective exchange rate in the date when the contributions were made and the earnings were generated. All resulting exchange differences are recognized in other comprehensive income as a separate component of equity denominated "Cumulative translation adjustments". Prior to the translation of our presentation currency, the financial statements of foreign subsidiaries with functional currency from a hyperinflationary environment are adjusted for inflation in order to reflect changes in purchasing power of the local currency. Subsequently, assets, liabilities, equity, income, costs, and expenses are translated to the presentation currency at the exchange rate of the closing period. The effects of hyperinflation and reporting currency translation are presented in equity in the item cumulative translation adjustments. To determine the existence of hyperinflation, we evaluate the qualitative characteristics of the economic environment, as well as the quantitative characteristics established by the accounting IFRS, including an accumulated inflation rate equal or higher than 100% in the past three years.

In this annual report, references to "pesos" or "Ps." are to Mexican pesos, references to "U.S. dollars," "U.S.$," or "dollars" are to United States dollars. "We," "our," "us," "company," "the Issuer," "GRUMA" and similar expressions refer to Gruma, S.A.B. de C.V. and its consolidated subsidiaries, except when the reference is specifically to Gruma, S.A.B. de C.V. (parent company only) or the context otherwise requires.

Certain figures included in this annual report have been rounded for ease of presentation. Percentage figures included in this annual report are not all calculated on the basis of such rounded figures; some are calculated on the basis of such amounts prior to rounding. For this reason, percentage amounts in this annual report may vary from those obtained by performing the same calculations using the figures in our audited consolidated financial statements. Certain numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them due to rounding.

4

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Gruma SAB de CV published this content on 02 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 May 2024 07:52:06 UTC.