Dear Grupo Herdez Shareholders:

I hereby am pleased to present the Annual Report on the activities of the Board of Directors’ Audit Committee for the 2018 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, the General Rules Applicable to Securities Issuers and other Participants of the Securities Market, the Mexican Stock Exchange Internal Rules, the Code of Principles and Corporate Best Corporate Practices’ recommendations, and the provisions of the Audit Committee Rules, as well as the Annual Program issues to be considered.

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

A Report was submitted 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 of December 31, 2017, 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 of America, was also analyzed.

In accordance with the regulations of the National Banking and Securities Commission, the financial information has been prepared and submitted under the International Financial Reporting Standards, and the audit was carried out in compliance with the International Auditing Standards.

2. We have learned about the document “Communication with those charged with governance”, which based on ISA 260 International Standard on Auditing has been issued by the society´s external auditor, with the 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 the revision for the 2017 fiscal year audit.

The report indicates that certain audit procedures have been applied to the internal controls regarding 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, no differences were identified that would have make it necessary to substantially modify the originally planned audit approach. We have learned about improvement areas and follow up has been given to their implementation.

4. We have learned about the 2018 Quarterly Financial Statements, and we have issued our recommendation for its submission to the Mexican Stock Exchange.

5. We have analyzed and approved the Work Plan of the Internal Audit area for the 2018 fiscal year. Due follow up has been done to its development, and we have learned about its findings and the implementation of its recommendations.

6. The new International Financial Reporting Standards used during the 2018 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 has in due time confirmed their professional and economic independence.

Thereby, confirmation of the firm KPMG Cárdenas Dosal as the external auditor of the society and its subsidiaries for the 2018 fiscal year was recommended, with exception made of the components Herdez Del Fuerte, S.A. de C.V., and its subsidiaries, as well as McCormick de México, S.A. de C.V., which external auditors are other firms.

Nevertheless, being significant components, the external auditor of the society has been involved in their audits´ conducting and outcomes.

8. Additional services to those of auditing provided by the society´s external audit firm during 2018 were related to transfer prices, local contributions, tax-financial advisory and social security report, for a total amount of 3.8 million pesos.

9. We have analyzed the provisions of the so called Auditors Only Memo (Circular Única de Auditores) effective in 2018 and we learned about the Calendar elaborated by the company’s management for its compliance by each one of the involved parties.

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

11. In every meeting we were informed about the complaints received due to breaches of the Ethics Code, the way in which they were addressed and the protection given to the informants.

12. We have learned about and follow up has been given to the outstanding tax and legal matters, as well as to the adequate implementation of the Securities Market regulatory authorities provisions, and both the Shareholders’ Meeting’s and the Board of Directors’ resolutions.

Sincerely,

Roberto Danel Díaz Chairman of the Audit Committee