Audit Committee Report

February 19, 2015

To the Board of Directors of Grupo Herdez, S.A.B. de C.V.

I am pleased to present herewith the Annual Report on the activities of the Board of Directors’ Audit Committee for the 2014 fiscal year, in accordance with the provisions of Article 43, Section II of the Securities Market Law.

In the development of our work, we have taken into consideration the regulations contained in the Securities Market Law, as well as in the General Rules Applicable to Securities Issuers and other Participants of the Securities Market; the Best Corporate Practices Code’s recommendations; and the provisions of the Audit Committee Rules, as well as the Annual Program issues to be considered.

During the reported period, the Committee punctually held the meetings as scheduled, and the Agenda was in turn prepared with the issues to be discussed at each meeting, and the respective minutes were also prepared. The meetings were attended by the designated directors and invitees.

A Report was presented to the Board of Directors with the issues discussed in every meeting of the Committee.

The relevant issues discussed and favorably recommended for approval of the Board of Directors, as appropriate, were as follows:

1. The Reported Financial Statements as at December 31, 2013, with consolidated figures and their respective Notes were duly analyzed. Considering its relative significance, the information of the subsidiary Herdez Del Fuerte, S.A. de C.V. which includes the operation of Megamex Foods, LLC and its subsidiaries in the United States were also analyzed.

In accordance with the regulations of the National Banking and Securities Commission, the financial information has been prepared and submitted under financial information international standards, and the audit was carried out in compliance with international auditing standards.

2. We have learned about the document “Communication with the responsible persons of the entity´s governance” which based on international auditing standards has been issued by the Society ´s external auditor, with information required to be known by the Audit Committee.

3. We have analyzed the Report on the internal control assessment performed by the Society’s external auditor during the normal course of its revision for the 2013 fiscal year audit.

The report indicates that certain audit procedures have been applied to the internal controls in regard to determined areas in order to identify controls, control design and implementation, operative efficacy testing and the conclusion in regard to the audit purpose. It is mentioned that coming out from its work, it was not necessary to substantially modify the originally planned audit approach, and no shortcomings were identified.

We have learned about improvement areas and follow up has been given to their implementation.

4. We have learned about the 2014 Quarterly Financial Statements, and we have issued our recommendation for their submission to the Mexican Stock Exchange.

5. We have analyzed and approved the work plan of the Internal Audit area for the year 2014, and due follow up has been given to its development, and to the implementation of its observations.

6. The new Financial Information Standards used during the 2014 fiscal year, as well as those already in force were consistently applied with no significant effects.

7. We have assessed the performance of the external audit firm KPMG Cárdenas Dosal, which has been considered as satisfactory and in accordance with the criteria established in the services contract. Likewise, the partner in charge of the audit, in due time has confirmed their professional and economic independence.

In this manner, confirmation of the firm KPMG Cárdenas Dosal as the external audit firm of the Society and its subsidiaries for the 2014 fiscal year was recommended, with exception made of Herdez Del Fuerte, S.A. de C.V., whose external auditor is another firm. Additional services to those of auditing provided by the Society´s external audit firm, were related to transfer prices, local contributions, social security report, advisory and valuation of acquisitions for a total amount of Ps. 14.9 million.

9. We have learned and assessed the activities of the Risks Committee, as well as the mechanisms implemented by the Chief Executive Office for the identification, analysis, management and control of the main risks to which the Society is subject to, as well as the established criteria for their appropriate disclosure.

10. In each and every meeting we have been informed about the complaints received due to a lack of observance to the Ethics Code, as well as about the follow up and protection given to the informants.

11. We have learned about and follow up has been given to the outstanding fiscal and legal matters, as well as to the adequate implementation of the Securities Market Law provisions, and the Shareholders’ and the Board of Directors’ meetings resolutions.

Sincerely,

ROBERTO DANEL DÍAZ

CHAIRMAN OF THE AUDIT COMMITTEE