Independent Auditors’ Report

Consolidated Balance Sheets

Consolidated Statements of Comprehensive Income

Consolidated Statements of Changes in Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Assets

Current assets:

Cash and cash equivalents

Accounts receivable and recoverable taxes – Net

Due from related parties

Inventories – Net

Prepaid expenses

Total current assets

Property, equipment and leasehold improvements – Net

Deferred income taxes

Deferred statutory employee profit sharing

Intangible assets – Net

Goodwill

Total

Liabilities and stockholders’ equity

Current liabilities:

Trade accounts payable

Office Depot Asia Holding Limited – Related party

Accrued expenses

Taxes payable

Total current liabilities

Employee benefits

Total liabilities

Stockholders’ equity:

Common stock

Retained earnings

Foreign currency translation

Total stockholders’ equity

Total

Revenues:

Net sales

Other

Costs and expenses:

Cost of sales

Selling, administrative and general expenses

Other expenses

Net comprehensive financing cost:

Bank commissions

Interest expense

Interest income

Exchange gain (loss)

Other financial income – Net

Income before income taxes

Income tax expense

Consolidated net income

Other comprehensive (loss) income for the year Foreign currency translation (loss) gain

Total comprehensive income for the year

Balances as of January 1, 2011

Dividends paid ($10.81 pesos per share)

Comprehensive income

Balances as of December 31, 2011

Comprehensive income

Balances as of December 31, 2012

Comprehensive income (unaudited)

Balances as of July 9, 2013 (unaudited)

Operating activities:

Income before income taxes

Items related to investing activities:

Depreciation and amortization

Loss (gain) on sale of fixed assets

Interest income

Other

Items related to financing activities:

Interest expense

Accounts receivable and recoverable taxes

Due to/from related parties – Net

Inventories

Prepaid expenses

Trade accounts payable

Accrued expenses

Income taxes paid

Other liabilities

Net cash provided by operating activities

Investing activities:

Purchases of equipment and investments in leasehold improvements

Proceeds from sale of equipment

Interest received

Net cash used in investing activities

Financing activities:

Borrowings from related party

Banks borrowings

Repayments to related party

Repayments of bank borrowings

Interest paid

Dividends paid

Net cash provided by (used in) financing activities

Net increase (decrease) in cash and cash equivalents

Effects of exchange rate changes on cash

Cash and cash equivalents at beginning of period/year

Cash and cash equivalents at end of period/year

Nature of business

Significant events

Basis of presentation

Comparability – The consolidated financial statements for the period from January 1, 2013 to July 9, 2013 represent the result of operations of the Company through that date, which is the date on which Grupo Gigante acquired the remaining 50% of the outstanding shares of the Company, as discussed in Note 2 above. As that period is less than a full year, the consolidated financial information as of July 9, 2013 and for the period from January 1, 2013 to July 9, 2013 may not be comparable to the consolidated financial information for the years ended December 31, 2012 and 2011.

Explanation for translation into English - The accompanying consolidated financial statements have been translated from Spanish into English for use outside of Mexico. These consolidated financial statements are presented on the basis of Mexican Financial Reporting Standards (“MFRS”), individually referred to as Normas de Información Financiera or “NIFs”. Certain accounting practices applied by the Company that conform with MFRS may not conform with accounting principles generally accepted in the country of use.

Monetary unit of the financial statements—The consolidated financial statements and notes as of July 9, 2013 and December 31, 2012 and 2011 and for the period from January 1, 2013 to July 9, 2013and for the years ended December 31, 2012 and 2011, include balances and transactions denominated in Mexican pesos of different purchasing power.

Consolidation of financial statements—The consolidated financial statements include the financial statements of ODM and those of its subsidiaries over which it exercises control. ODM’s shareholding percentage in their capital stock is shown below:

Direct Subsidiaries:

Centro de Apoyo, S. A. de C. V.

O. D. G. Caribe, S. A. de C. V.

Servicios Administrativos Office Depot, S. A. de C. V.

OD Guatemala y Cía. LTDA

Erial BQ, S. A.

OD El Salvador, LTDA de C. V.

OD Honduras, S. de R. L.

OD Panamá, S. A.

Formas Eficientes, S. A. de C. V.

FESA Formas Eficientes, S. A.

Ofixpres, S.A. de C.V.

Indirect subsidiaries:

Centro de Apoyo Caribe S. A. de C. V.

OD Colombia, S. A. S.

Indirect subsidiaries:

Papelera General, S. A. de C. V.

Ofixpres, S. A. S.

OD Peru, S. A. C.

Translation of financial statements of foreign subsidiaries—To consolidate financial statements of foreign subsidiaries, the accounting policies of the foreign entity are converted to MFRS using the currency in which transactions are recorded.

Functional

currency

OD Guatemala y Cía. LTDA

Erial BQ, S. A.

FESA Formas Eficientes, S. A.

OD El Salvador, LTDA de C. V.

Ofixpres, S.A. de C.V.

OD Honduras, S. de R. L.

OD Panamá, S. A.

OD Colombia, S. A. S.

Ofixpres, S. A. S.

Comprehensive income—Represents changes in stockholders’ equity during the year, for concepts other than capital contributions, reductions and distributions, and is comprised of the net income (loss) of the year, plus other comprehensive income (loss) items of the same period, which are presented directly in stockholders’ equity without affecting results. Other comprehensive income (loss) is represented by the effects of translation of foreign operations.

Classification of costs and expenses—Costs and expenses presented within results were classified according to their function. Consequently, cost of sales is presented separately from the other costs and expenses.

Summary of significant accounting policies

Accounting changes -

Recognition of the effects of inflation - Beginning on January 1, 2008, the Company discontinued recognition of the effects of inflation in its consolidated financial statements for those entities that do not operate in an inflationary environment, as that term is defined in MFRS. However, assets and stockholders’ equity include the restatement effects recognized by those entities through December 31, 2007. The cumulative inflation rate in Mexico for the two fiscal years prior to those ended December 31, 2012 and 2011 was 12.26% and 15.19%, respectively, for which reason the economic environment continued to be considered non-inflationary in all periods. Inflation rates for the period ended July 9, 2013 and for the years ended 2012 and 2011 were 1.30%, 3.57% and 3.82%, respectively.

Cash and cash equivalents—Cash and cash equivalents consist mainly of bank deposits in checking accounts and short-term investments that a) are highly liquid and easily convertible into cash, b) mature within three months from their acquisition date and c) are subject to low risk of material changes in value. Cash is stated at nominal value and cash equivalents are valued at fair value; any fluctuations in value are recognized in comprehensive financing (cost) income of the period

Concentration of credit risk—The Company sells products to customers primarily in the retail trade in Mexico. The Company conducts periodic evaluations of its customers’ financial condition and generally does not require collateral. The Company does not believe that significant risk of loss from a concentration of credit risk exists given the large number of customers that comprise its customer base and their geographical dispersion. The Company also believes that its potential credit risk is adequately covered by the allowance for doubtful accounts.

Inventories and cost of sales—Inventories are stated at the lower of cost or realizable value. Cost is determined using the average cost method.

Property, equipment and leasehold improvements—Property, equipment and leasehold improvements are recorded at acquisition cost. Balances from acquisitions made through December 31, 2007, were restated for the effects of inflation by applying factors derived from the NCPI (National Consumer Price Index) through that date.

Buildings

Leasehold improvements

Furniture and fixtures

Computers

Vehicles

Impairment of long-lived assets in use—The Company reviews the carrying amounts of long-lived asset in use, other than goodwill and intangible assets with indefinite useful lives, when an impairment indicator suggests that such amounts might not be recoverable, considering the greater of the present value of future net cash flows or the net sales price upon disposal. Impairment is recorded when the carrying amounts exceed the greater of the aforementioned amounts. Impairment indicators considered for these purposes are, among others, operating losses or negative cash flows in the period if they are combined with a history or projection of losses, depreciation and amortization charged to results, which in percentage terms in relation to revenues are substantially higher than that of previous years, obsolescence, competition and other legal and economic factors.

Goodwill and intangible assets—Goodwill represents the excess of consideration paid over the fair value of the net assets acquired in subsidiary shares, as of the date of acquisition. Through December 31, 2007, goodwill was restated for the effects of inflation using the NCPI. Intangible assets with indefinite useful lives are carried at cost. Goodwill and intangible assets with indefinite useful lives are not amortized and are subject to impairment tests at least once a year, regardless of the existence of impairment indicators.

Customer list

Non-compete agreement

Provisions—Provisions are recognized for current obligations that arise from a past event, that are probable to result in the use of economic resources, and that can be reasonably estimated.

Direct employee benefits—Direct employee benefits are calculated based on the services rendered by employees, considering their most recent salaries. The liability is recognized as it accrues. These benefits include mainly statutory employee profit sharing (“PTU”) payable, compensated absences, such as vacation and vacation premiums, and incentives.

Employee benefits for termination, retirement and other—Liabilities related to seniority premiums and, severance payments are recognized as they accrue and are calculated by independent actuaries based on the projected unit credit method using nominal interest rates.

Statutory employee profit sharing (PTU)—PTU is recorded in the results of the year in which it is incurred and presented under selling, administrative and general expenses within results. Deferred PTU is derived from temporary differences that result from comparing the accounting and PTU bases of assets and liabilities and is recognized only when it can be reasonably assumed that such difference will generate a liability or benefit, and there is no indication that circumstances will change in such a way that the liabilities will not be paid or benefits will not be realized.

Income taxes—Income tax (“ISR”) and the Business Flat Tax (“IETU”) are recorded in the results of the year they are incurred. To recognize deferred income taxes, based on its financial projections, the Company determines whether it expects to incur ISR or IETU and, accordingly, recognizes deferred taxes based on that expectation. Deferred taxes are calculated by applying the corresponding tax rate to temporary differences resulting from comparing the accounting and tax bases of assets and liabilities and including, if any, future benefits from tax loss carryforwards and certain tax credits. Deferred tax assets are recorded only when there is a high probability of recovery.

Foreign currency transactions—Foreign currency transactions are recorded at the applicable exchange rate in effect at the transaction date. Monetary assets and liabilities denominated in foreign currency are translated into functional currency amounts at the applicable exchange rate in effect at the balance sheet date. Exchange fluctuations are recorded as a component of net comprehensive financing cost within results.

Revenue recognition—Revenues are recognized in the period in which the risks and rewards of ownership of the inventories are transferred to the customers, which generally coincides with the delivery of products to customers in satisfaction of orders.

Advertising—Advertising costs are charged to expense when incurred. Advertising expense for the period from January 1, 2013 to July 9, 2013 and for the years ended December 31, 2012 and 2011 was $75,005 (unaudited), $239,639 and $203,451, respectively. Prepaid advertising costs were $31,076 (unaudited), $44,723 and $59,936 for the period from January 1, 2013 to July 9, 2013 and for the years ended December 31, 2012 and 2011, respectively.

Cash and cash equivalents

Checking accounts

Readily available daily investments

Accounts receivable and recoverable taxes

Trade accounts receivable

Allowance for doubtful accounts

Sundry debtors

Recoverable taxes, mainly value-added tax and income tax

Balance at

ending of period

09/07/2013(Unaudited)

31/12/2012

31/12/2011

Inventories

Inventories

Allowance for obsolete inventories

Goods in-transit

09/07/2013(Unaudited)

31/12/2012

31/12/2011

Property, equipment and leasehold improvements

a. Investment

Land

Buildings

Leasehold improvements

Furniture and fixtures

Computers

Vehicles

Construction in-progress

b. Accumulated depreciation and amortization

Buildings

Leasehold improvements

Furniture and fixtures

Computers

Vehicles

Intangible assets

Intangible assets with finite useful lives:

Non-compete agreement

Customer list

Accumulated amortization

Intangible asset with indefinite useful life:

Trademark

Remaining period of 2013

2014

2015

Employee benefits

The Company pays seniority premium benefits to its employees, which consist of a lump sum payment of 12 days’ wage for each year worked, calculated using the most recent salary, not to exceed twice the minimum wage established by law. The related liability and annual cost of such benefits are calculated by an independent actuary on the basis of formulas defined in the plans using the projected unit credit method.

The Company also provides statutorily mandated severance benefits to its employees terminated under certain circumstances. Such benefits consist of a one-time payment of three months wages plus 20 days wages for each year of service payable upon involuntary termination without just cause.

Present value of these obligations are:

09/07/2013

(Unaudited)

Defined benefit obligation – Underfunded

Unrecognized items:

Past service costs, change in methodology and changes to the plan

Transition liability

Actuarial gains and losses

Total unrecognized amounts pending amortization

Net projected liability

Nominal rates used in actuarial calculations are as follows:

Discount of the projected benefit obligation at present value

Salary increase

Minimum wage increase rate

Net cost for the period includes the following items:

09/07/2013

(Unaudited)

Service cost

Interest cost

Amortization of unrecognized prior service costs

Amortization of actuarial gains

Effect of personnel reduction or early termination (other than a restructuring or discontinued operation)

Net cost for the period

Changes in present value of the defined benefit obligation are as follows:

09/07/2013

(Unaudited)

Benefit obligation at beginning of year

Service cost

Interest cost

Amortization of unrecognized prior service costs

Actuarial gains and losses – Net

Benefits paid

Effect of personnel reduction or early termination

Present value of the defined benefit obligation as of December 31, 2012

Under Mexican legislation, the Company must make payments equivalent to 2% of its workers’ daily integrated salary to a defined contribution plan that is part of the retirement savings system. The expense for the period from January 1, 2013 to July 9, 2013 and for the years ended December 31, 2012 and 2011 was $8,244 (unaudited), $15,908 and $14,348, respectively.

Balance of PTU payable is as follows:

09/07/2013

(Unaudited)

PTU:

Current

Deferred

Stockholders’ equity

Common stock at par value (historical pesos) as of July 9, 2013 (unaudited) and December 31, 2012 is as follows:

Fixed capital:

Series A

Series B

Variable capital:

Series A

Series B

Total

Pursuant to a resolution at the general ordinary stockholders’ meeting held on April 8, 2011, a dividend was declared out of the net tax income account (CUFIN) for $600,000.

During an extraordinary shareholder’s meeting held on January 6, 2014, the shareholders approved the amendment of the Entity’s bylaws in their entirety to conform them to the provisions of the Ley del Mercado de Valores (Mexican Securities Market Law, or “LMV”) applicable to public corporations, thereby, adopting the denomination of a corporation with variable capital public stock (sociedad anónima bursátil de capital variable). At that time, they also approved a 15 for 1 stock split, as a result of which, as of such date, the total fixed common stock of the Entity is comprised of 75,000 shares and the total variable common stock of the Entity is comprised of 832,474,770 shares for total ordinary and nominative, no par value shares of 832,549,770.

Retained earnings include the statutory legal reserve. The General Corporate Law requires that at least 5% of net income of the year be transferred to the legal reserve until the reserve equals 20% of capital stock at par value (historical pesos). The legal reserve may be capitalized but may not be distributed unless the entity is dissolved. The legal reserve must be replenished if it is reduced for any reason. At July 9, 2013 and December 31, 2012, the legal reserve, in historical pesos, was $111,007.

Stockholders’ equity, except restated paid-in capital and tax retained earnings will be subject to ISR payable by the Company at the rate in effect upon distribution. Any tax paid on such distribution may be credited against annual and estimated income taxes of the year in which the tax on dividends is paid and the following two fiscal years.

The balances of the stockholders’ equity tax accounts as of July 9, 2013 and December 31, 2012 are:

09/07/2013

(Unaudited)

Contributed capital account

Net tax income account (CUFIN)

Total

Foreign currency balances and transactions