POSITIONED FOR PROFITABLE GROWTH
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REPORT OF INDEPENDENT ACCOUNTANTS
Francisco J. Inzunza Arce Monterrey, N.L. Mexico, March 31,2000 To the Stockholders' Meeting of Gruma, S.A. de C.V.: In my capacity as Statutory Auditor (Comisario) and in compliance with Article 166 of the Mexican Corporate Law (Ley de Sociedades Mercantiles) and the by-laws of Gruma, S.A. de C.V., I submit my report on the veracity, sufficiency and faimess of the financial information that the Board of Directors has presented to you, in connection with the Company's operations for the year ended December 31, 1999 that shown a net loss for that year of $282,291 thousands of Mexican pesos. I have attended the Stockholders' Meetings and the Board of Directors' Meetings to which I was summoned and I have obtained from the directors and managers the information on Company's operations, documentation and accounting records that I considered necessary to examine. My review was made in accordance with generally accepted auditing standards in Mexico. In my opinion, the accounting and reporting policies and criteria followed by the Company and utilized by management in preparing the financial information presented by them to this Stockholders' Meeting are adequate and sufficient and were applied on a basis consistent with those of the preceding year; therefore, such financial information presents fairly the financial position of Gruma, S.A. de C.V. as of December 31, 1999, and the results of its operations and the changes in its stockholders' equity, and the changes in its financial position for the year then ended, in conformity with generally accepted accounting principles in México.
Francisco J. Inzunza Statutory Auditor.
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PricewaterhouseCoopers, S.C.
REPORT OF INDEPENDENT ACCOUNTANTS Monterrey, N.L., Mexico, March 30, 2000
To the Stockholders of
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, stockholders' equity and changes in financial position present fairly, in all material respects, the financial position of Gruma, S.A. de C.V. and subsidiaries at December 31, 1999 and 1998, and the results of their operations and the changes in their financial position for the years then ended, in conformity with generally accepted accounting principles in Mexico. These consolidated financial statements have been prepared in accordance with generally accepted acounting principles in Mexico an are the responsibility of the management of Gruma, S.A. de C.V.; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standars in Mexico, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement An audit includes examining,on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above.
PricewaterhouseCoopers Francisco J. Inzunza Arce |