Agreement modifying the Organic Regulations of the National Bank of Public Works and Public Services, National Credit Society, Development Banking Institution

DOF: 31/05/2016

ACUERDO modifying the Organic Regulations of the National Bank of Public Works and Public Services, National Credit Society, Development Banking Institution

At the margin, a seal with the National Coat of Arms, which says: United Mexican States.- Ministry of Finance and Public Credit.

Agreement 38 /2016

AGREEMENT MODIFYING THE ORGANIC REGULATIONS OF THE NATIONAL BANK OF PUBLIC WORKS AND PUBLIC SERVICES, NATIONAL CREDIT SOCIETY, DEVELOPMENT BANKING INSTITUTION

LUIS VIDEGARAY CASO, Secretary of Finance and Public Credit, based on articles 31, fractions VII and XXXIV of the Organic Law of the Federal Public Administration; 30, second and last paragraphs and 38, first paragraph both of the Credit Institutions Law, in exercise of the powers conferred upon me by article 6o., fraction XXI of the Internal Regulations of the Ministry of Finance and Public Credit, and

CONSIDERING

That the Honorable Congress of the Union, by decree published in the Official Gazette of the Federation on January 20, 1986, issued the Organic Law of the National Bank of Public Works and Public Services.

That the Ministry of Finance and Public Credit issued the Organic Regulations of the National Bank of Public Works and Public Services, National Credit Society, Development Banking Institution, published in the Official Gazette of the Federation on April 2, 1991 and reformed through Agreements published in the same official medium on March 8, 1993, December 23, 1996, April 22, 1998, May 30, 2000, July 31, 2001 and September 7, 2005.

That the Federal Executive issued the DECREE reforming, adding and repealing various provisions in financial matters and issuing the Law to Regulate Financial Groups, published in the Official Gazette of the Federation on January 10, 2014, through which various provisions of the Organic Law of the National Bank of Public Works and Public Services were modified.

That as a result of the aforementioned reforms, it is necessary to modify the Organic Regulations of the National Bank of Public Works and Public Services, National Credit Society, Development Banking Institution, in order to adapt said regulatory instrument to the provisions contained in both the Credit Institutions Law and the Organic Law of the National Bank of Public Works and Public Services;

That the Board of Directors of the National Bank of Public Works and Public Services, National Credit Society, Development Banking Institution, in its session held on August 12, 2015, agreed to propose to the Ministry of Finance and Public Credit to increase the social capital of the Institution by the amount of $7,500,000,000.00 (SEVEN BILLION FIVE HUNDRED MILLION PESOS 00/100 M.N.), to be fixed at $20,000,000,000.00 (TWENTY BILLION PESOS 00/100 M.N.), as well as to propose to the Ministry of Finance and Public Credit to modify article 7 of the Organic Regulations of the National Bank of Public Works and Public Services, National Credit Society, Development Banking Institution, resulting from the increase in said social capital.

That since it corresponds to the Ministry of Finance and Public Credit to issue, subject to what is provided in the Credit Institutions Law and in the Organic Law of the National Bank of Public Works and Public Services, the Organic Regulations of said National Credit Society in which the bases are established according to which its organization and functioning will be governed, I have deemed it appropriate to issue the following:

AGREEMENT MODIFYING THE ORGANIC REGULATIONS OF THE NATIONAL BANK OF PUBLIC WORKS AND PUBLIC SERVICES, NATIONAL CREDIT SOCIETY, DEVELOPMENT BANKING INSTITUTION

CHAPTER ONE

Of the Society

ARTICLE 1.- The National Bank of Public Works and Public Services, National Credit Society, Development Banking Institution, is constituted in accordance with the Credit Institutions Law and its own Organic Law, with its own legal personality and assets.

ARTICLE 2.- The purpose of these Organic Regulations is to establish the bases according to which the organization and functioning of the Society will be governed.

ARTICLE 3.- The National Bank of Public Works and Public Services, in its capacity as National Credit Society, Development Banking Institution, will provide banking and credit services subject to the objectives and priorities of the National Development Plan and especially of the National Development Financing Program, according to sectoral, regional and institutional programs and state and municipal plans, to promote and finance the activities and sectors entrusted to it in its own Organic Law, with the purpose of contributing to the sustainable development of the country.

ARTICLE 4.- The National Bank of Public Works and Public Services, as National Credit Society, Development Banking Institution, shall have the following objectives: to promote and finance the priority activities carried out by the Federal Government, the Government of Mexico City, state and municipal governments and their respective public and semi-public entities in the fields of urban development, infrastructure and public services, housing, communications and transport and of the construction industry activities.

ARTICLE 5.- The domicile of the Society shall be in Mexico City.

The Society may, with the prior approval of its Board of Directors, establish or close branches or agencies or any other kind of offices and appoint correspondents, in the country or abroad, with the express authorization of the Ministry of Finance and Public Credit, in terms of what is provided for in article 42 of the Credit Institutions Law, as well as designate conventional domicile in the acts it carries out and the contracts it enters into.

ARTICLE 6.- The Society shall have an indefinite duration.

CHAPTER TWO

Of the Social Capital

ARTICLE 7.- The Social Capital of the National Bank of Public Works and Public Services, National Credit Society, Development Banking Institution, is $20,000,000,000.00 (TWENTY BILLION PESOS 00/100 M.N.).

This Social Capital shall be represented by 13,200,000,000 (THIRTEEN BILLION TWO HUNDRED MILLION) equity contribution certificates of Series "A", with a nominal value of $1.00 (ONE PESO 00/100 M.N.) each and by 6,800,000,000 (SIX BILLION EIGHT HUNDRED MILLION) equity contribution certificates of Series "B", with a nominal value of $1.00 (ONE PESO 00/100 M.N.) each.

The social capital may be increased or reduced in accordance with what is provided for in article 38 of the Credit Institutions Law, upon proposal of the Board of Directors of the Society, by agreement of the Ministry of Finance and Public Credit, and through reform of these Regulations.

ARTICLE 8.- When the Society announces its social capital, it shall simultaneously announce its paid capital.

ARTICLE 9.- The equity contribution certificates shall be registered credit instruments, in the terms of article 32 of the Credit Institutions Law, divided into two series.

Series "A" shall at all times represent 66% of the capital of the Society, shall only be subscribed by the Federal Government, shall be issued in a title that shall not carry coupons, which shall be non-transferable and in no case may change its nature or the rights it confers to the Federal Government itself.

Series "B" shall represent the remaining 34% of the social capital and may be subscribed by the Federal Government, by the governments of the federative entities and municipalities, and by Mexican natural and legal persons, in the terms of articles 32 of the Credit Institutions Law, and 12 of its Organic Law.

The equity contribution certificates of Series "B" shall have transcribed the provisions contained in articles 33, 34, 35 and 36 of the Credit Institutions Law and shall be signed by two councilors determined by the Board of Directors from among the representatives of Series "A" of the equity contribution certificates. These signatures may be printed with facsimile, the original signatures being deposited in the Public Registry of Commerce of the domicile of the Society.

ARTICLE 10.- The Society may issue provisional registered certificates that must be exchanged in due course for definitive titles.

The provisional and definitive titles shall contain all the data necessary for their holder to know and exercise the rights that the certificate confers upon him.

ARTICLE 11.- The subscription, holding and circulation of the equity contribution certificates of Series "B" shall be subject at all times to what is provided for by the Credit Institutions Law and to the following provisions:

I. The definitive titles in which the equity contribution certificates of Series "B" of this Society are stated, shall express and contain:

a) Name and domicile of the holder or holders, as well as their main occupation and, if applicable, their corporate purpose;

b) The denomination and domicile of the Society;

c) The express mention of being equity contribution certificates;

d) The amount of the social capital of the Society, the number of certificates corresponding to Series "B" and the nominal value of the equity contribution certificates;

e) The specific mention of belonging to series "B" and the indication that the same represents 34% of the social capital of the issuing Institution, as well as the progressive number that allows the individualization of each certificate;

f) The transcriptions for these titles indicated in article 9 of these Organic Regulations, and

g) The autograph or facsimile signature of the members of the Board of Directors who, in accordance with the last paragraph of article 9 of these Organic Regulations, may subscribe such titles.

II. Each equity contribution certificate of Series "B" is indivisible, and consequently when there are several owners of the same certificate, they shall appoint a common representative, and if they do not agree, the appointment shall be made by the competent judicial authority;

III. The Society shall cease to register in the register of equity contribution certificates of Series "B" referred to in article 36 of the Credit Institutions Law, the transfers that are carried out without adjusting to what is established in the cited Law and to what is provided for in this article, and

IV. The Ministry of Finance and Public Credit, in accordance with what is provided in article 12 of the Organic Law of the Bank, may authorize the acquisition of certificates of said Series "B" in a proportion greater than 5% of the paid capital of the Society, to entities of the Federal Public Administration and of the governments of the federative entities and of the municipalities.

ARTICLE 12.- At no time may foreign natural or legal persons participate in any form in the capital of the Society, nor Mexican societies whose statutes do not include a clause of direct and indirect exclusion of foreigners.

Persons who contravene what is provided in this article shall lose in favor of the Federal Government the participation in question.

ARTICLE 13.- The Society shall keep a register of the equity contribution certificates of Series "B" and shall consider as owners those who appear registered as such.

The aforementioned register shall contain the name and domicile of the holder, as well as his main occupation and, if applicable, corporate purpose; the indication of the certificates that belong to him, expressing the numbers and other particularities and equally, the data relating to the transfers that are carried out in the terms of article 36 of the Credit Institutions Law.

ARTICLE 14.- In cases where the paid capital is increased, the following shall be observed:

I. The holders of the equity contribution certificates of Series "B" may acquire those corresponding to the agreement adopted, under equal conditions and in proportion to the number of certificates; by delivering the corresponding coupon and paying it in cash, and

II. After the period set by the Board of Directors, which may not be less than 30 natural days computable from the date on which the agreement of the Board of Directors is published in the Official Gazette of the Federation, the unacquired certificates of Series "B" shall be placed directly by the Society, observing what is provided in article 34 of the Credit Institutions Law.

CHAPTER THREE

Of Administration and Surveillance

ARTICLE 15.- The administration of the National Bank of Public Works and Public Services, National Credit Society, Development Banking Institution, shall be entrusted to a Board of Directors, and to a General Director, in their respective spheres of competence, in accordance with its Organic Law.

ARTICLE 16.- The Board of Directors shall be composed of fourteen councilors designated as follows:

I. Seven councilors shall represent the series "A" of equity contribution certificates, which shall be:

a) The Secretary of Finance and Public Credit, who shall preside over the Board of Directors;

b) The heads of the Secretariats of Social Development, Tourism and Communications and Transport; the Undersecretary of Finance and Public Credit; the Undersecretary of Expenditures and a representative designated by the Governor of the Bank of Mexico within the 3 upper hierarchical levels of the central institute.

In the absence of the Secretary of Finance and Public Credit, the Undersecretary of Finance and Public Credit shall have the status of President of the Council; in the absence of the latter, the status of president shall have the substitute of the Secretary of Finance and Public Credit and in the absence of all the above, whoever the councilors present from among the councilors of series "A" designate.

The substitutes for the councilors of Series "A" of equity contribution certificates shall preferably be public servants of the next lower immediate level;

II. Five councilors of Series "B" of equity contribution certificates, represented by three Governors or two of these and the Head of Government of Mexico City, as well as by two Municipal Presidents, who shall be designated by the Board of Directors, upon proposal of the President thereof, from among the Governments of the States, Municipalities and of Mexico City, based on the consideration of the following criteria:

a) That the volume of operations of the federative entity or municipality be representative in the Institutional Program, and

b) That they correspond to a priority entity or sector of development, in accordance with the criteria of National Planning.

For each owner councilor of Series "B" of equity contribution certificates, a substitute shall be appointed, in the form and terms in which the owners are appointed, who must have at least the immediate lower hierarchical level of the owner member being replaced.

The councilors of Series "B" of equity contribution certificates shall hold office for one year and may continue in the same until they are replaced.

The resignation of the councilors of Series "B" of equity contribution certificates shall be presented to the Board of Directors of the society, who shall designate the new councilors.

The councilors of Series "B" of equity contribution certificates who are designated to cover vacancies shall hold office for the time remaining to be served by the councilor replaced;

III. Two external councilors of Series "B" of equity contribution certificates designated by the Federal Executive, through the Ministry of Finance and Public Credit, who shall have the status of independent councilor.

The appointment of independent councilors shall fall on persons of Mexican nationality who, by their knowledge, honorability, professional prestige and experience, are widely recognized.

The position of councilor is personal and cannot be performed through representatives.

ARTICLE 17.- The sessions of the Board of Directors shall be held, at least quarterly, on the days and hours previously agreed by the Council itself, except for extraordinary sessions that the President shall convene when he deems it necessary or at the request of, at least, two councilors of Series "A" of equity contribution certificates or of the General Director, through the Secretary of the Council.

Invariably, the summonses to the sessions of the Board of Directors shall be made by prior written notice to the councilors.

The Board of Directors shall validly sit with the attendance of, at least, six of its members, provided that, among them, there are at least four of those appointed by Series "A" of equity contribution certificates.

Resolutions shall be taken by majority vote of the councilors present, the President having a casting vote in the event of a tie.

Independent councilors shall not have substitutes and must attend at least seventy percent of the sessions that have been convened in a fiscal year and, in case of failure to do so, others may be designated with the same characteristics in their place, provided that the absences are not justified in the opinion of the Board of Directors.

ARTICLE 18.- The following may not be councilors:

I. Persons who are in the cases indicated by fractions II to VI of article 23 of the Credit Institutions Law;

II. Two or more persons who have, between them, kinship up to the third degree by consanguinity or by affinity;

III. Additionally, independent councilors must not have:

a) A nexus or labor link with the Society;

b) Financial nexus and/or labor link with a natural or legal person who is a creditor, debtor, client or supplier of the Society;

c) Conflict of interest with the Society that, by its importance, may affect the impartial performance of their position, such as being clients, suppliers, debtors, creditors or of any other nature, and

d) The representation of associations, guilds, federations, confederations of workers, employers, or sectors of attention that relate to the object of the Society or are members of its governing bodies.

If any of the designated councilors happens to be included, during the exercise of their office, in any of the above situations, they shall be replaced by their substitute for the entire time the impediment lasts and no designation of the owner councilor is made.

Councilors must communicate to the President of the Board of Directors about any situation that could result in a conflict of interest, as well as abstain from participating in the corresponding deliberation.

Likewise, councilors must maintain absolute confidentiality on all those acts, facts or events that could affect the operation of the Society, including the deliberation of the Board of Directors, while such information has not been made known to the public.

ARTICLE 19.-

Causes for removal of the councilors of Series "B" of equity contribution certificates and of independent councilors are:

I. Mental incapacity, as well as physical incapacity that prevents the correct exercise of their functions for more than six months;

II. Not complying with the agreements of the Board of Directors or acting deliberately in excess or defect of their attributes;

III. Using, for their own benefit or that of third parties, the confidential information they have by reason of their position, as well as disclosing said information without the authorization of the Board of Directors;

IV. Submitting, knowingly, to the consideration of the Board of Directors, false information, and

V. Regarding independent councilors, not attending the sessions of the Board of Directors in the percentage provided for in article 17, last paragraph, of these Organic Regulations.

In addition to the causes for removal indicated in fractions I to IV of this article, the councilors of Series "A" of equity contribution certificates and the General Director shall be removed from their office when their responsibility is determined by a final resolution issued by a competent authority, by being in any of the situations contained in the Federal Law of Administrative Responsibilities of Public Servants.

ARTICLE 20.- The Board of Directors shall designate its Secretary and Pro-Secretary from among the public servants of the Society.

The Secretary or, if applicable, the Pro-Secretary of the Board of Directors shall draw up the minutes of sessions, which shall be recorded in the minutes book kept for such effect and must be signed by the President and by the Secretary, or the Pro-Secretary. Likewise, he shall authorize copies of said minutes and agreements; he shall sign the respective summonses and issue the corresponding certifications.

ARTICLE 21.- The Board of Directors shall direct the Society in the terms provided for in article 42 and other related articles of the Credit Institutions Law.

The Board of Directors may agree on the carrying out of the operations inherent to the object of the Society.

The agreements that, if any, it issues regarding the operations provided for in fractions VI to XI of article 46 of the Credit Institutions Law, must consider the proposals of the General Director.

The indelegable powers of the Board of Directors shall be exercised in the terms provided for in the applicable provisions.

ARTICLE 22.- The following shall also be indelegable powers of the Board of Directors:

I. Approve the Annual Activity Report presented by the General Director;

II. Approve the other specific programs and internal regulations of the Society presented by the General Director, in order to submit them to the authorization of the Ministry of Finance and Public Credit;

III. Issue the norms and criteria to which the preparation and exercise of the current and physical investment budget of the Society must be subject, as well as approve said budget and the modifications that correspond to be made during the exercise, once the global amounts of these concepts have been authorized by the Ministry of Finance and Public Credit, and

IV. Approve, upon proposal of the human resources and institutional development committee, in accordance with what is provided in article 42, fraction XVIII of the Credit Institutions Law, the organizational structure, salary scales and benefits, salary policy and for the granting of extraordinary perceptions for the fulfillment of goals subject to performance evaluation, taking into account the conditions of the labor market prevailing in the Mexican financial system; promotion, promotion and retirement policies; selection, recruitment and training guidelines; separation criteria; and the other

economic benefits and social security established for the benefit of public servants who

work in the Society.

ARTICLE 23.- The General Director shall be appointed by the Federal Executive through the Secretary of

Finance and Public Credit, and the appointment must fall on a person who meets the requirements set forth

in Article 24 of the Credit Institutions Law.

ARTICLE 24.- The General Director shall be in charge of the administration and legal representation of the

National Bank of Public Works and Public Services, National Credit Society, Development Banking

Institution, without prejudice to the powers corresponding to the Board of Directors, for which purpose he shall have the

following powers and functions:

I. In the exercise of his powers of legal representation, he may celebrate or grant any kind of acts

and documents inherent to the object of the Society. He shall have the broadest powers for

performing acts of ownership, administration, litigation and collection, even those requiring special authorization

according to other legal or regulatory provisions;

II.

Inform the Secretary of Finance and Public Credit, prior to the authorization of the corresponding instances,

the operations that could be linked to the object of the other development banking institutions;

III. Execute the resolutions of the Board of Directors;

IV. Keep the corporate signature;

V. Act as General Trustee Delegate;

VI. Administer the assets and business of the Society, celebrate agreements and contracts, as well as execute

all acts required for the ordinary course of the Institution;

VII. Propose to the Board of Directors the hiring, appointment and removal of public servants of the

Society who hold positions with two immediate hierarchical levels below his rank and present to them the

license requests, as well as the resignations thereof;

VIII. Decide on the appointment and hiring of public servants of the Society, other than those

indicated in Article 42 of the Credit Institutions Law, as well as the appointment and removal of

the trustee delegates; administer the personnel as a whole and establish and organize the offices of the

Institution;

IX. Propose to the Board of Directors the creation of regional advisory and credit committees, as well as those

he deems necessary for the fulfillment of the object of the Society; and provide what is necessary for their

adequate integration and functioning;

X. Present to the Board of Directors for its approval the basic annual financial statements of the

Society, together with the report of the external commissioners and auditors;

XI. Authorize the publication of the monthly balances of the Institution in accordance with the bases agreed

by the Board of Directors;

XII. Propose to the Board of Directors the establishment, relocation and closure of branches, agencies or of

any other kind of offices in the country and abroad;

XIII. Submit to the Board of Directors the operational and financial programs and the general budget of

expenditure and investment of the Society;

XIV. Present to the Board of Directors the proposals for modification to this Organic Regulation;

XV. Submit to the consideration of the Board of Directors, the approval of the general bases in which the

guidelines for the assignment of assets and liabilities of the Institution and its respective proposals

are established;

XVI. Present to the Board of Directors the proposals for acquisition, lease and alienation of movable and

immovable assets that the Society requires, as well as the general policies and bases that regulate the

agreements, contracts, orders or agreements that the Institution must celebrate with third parties, in

those matters, in accordance with the applicable norms;

XVII. Propose to the Board of Directors, the issuance of subordinated obligations;

XVIII. Participate in the sessions of the Board of Directors with voice but without vote, and

XIX. Those delegated to him by the Board of Directors, and those established by the general provisions or

other legal orders.

ARTICLE 25.- The appointment of Trustee Delegates and of the public servants of the Society who

hold positions with the two immediate hierarchical levels below that of the General Director, shall be made based on the merits obtained in the Institution and subject to what is provided by Articles 24 and 43 of the

Credit Institutions Law.

ARTICLE 26.- The oversight of the Society shall be carried out by the bodies and in the terms set forth in

the Credit Institutions Law and the general provisions issued by the National Banking and Securities Commission.

ARTICLE 27.- For the fulfillment of the powers and obligations that the Credit Institutions Law confers upon them, the Commissioners, jointly or separately, may exercise the following functions:

I. Request from the General Director quarterly information that includes at least a statement of financial

position and a statement of results of the Society;

II. Conduct an examination of the operations, documentation, registration and other records, to the degree and

extent that is necessary to carry out the internal oversight of the Society and to render a well-founded opinion on the matter referred to in the following subsection;

III. Annually submit to the Board of Directors a report regarding the truthfulness, sufficiency and reasonableness

of the information presented by the General Director to said Board, including their opinion on whether the

policies and accounting criteria, current and investment expenditure, and information followed by the

Society, are adequate and sufficient, in accordance with what is provided by the Credit Institutions

Law; if their application is consistent with the information presented to the Board of Directors, and if as

a consequence said information reflects in a true and sufficient manner the financial situation and results of the

Society;

IV. Have inserted in the agenda of the Board of Directors sessions, the points that

they deem pertinent;

V. Attend with voice, but without vote, to all sessions of the Board of Directors to which they shall be

summoned, and

VI. At any time oversee the operations of the Society.

With respect to subsections II and VI of this article, the commissioners appointed by the Secretary of the

Public Function must observe at all times the limitations established in Article 44 Bis 1 of the

Credit Institutions Law for said Secretary.

The commissioners referred to in the previous paragraph shall oversee that the Society conducts its activities

in accordance with the corresponding sectoral program and the respective institutional program.

The performance of the commissioners shall be subject at all times to what is provided in Article 142 of the

Credit Institutions Law.

ARTICLE 28.- The commissioner appointed by the Secretary of the Public Function shall remain in office until

his appointment is revoked, and the one appointed by the councilors of Series "B" of

patrimonial contribution certificates, for the term of one social fiscal year, and may be appointed again.

The Commissioner appointed by Series "B" of patrimonial contribution certificates, shall continue in the

performance of his functions, even if the period for which he was appointed concludes, as long as no new

appointment is made and the substitute takes possession of his position.

FOURTH CHAPTER

Of the Social Fiscal Year and the Distribution of the Remainder

ARTICLE 29.- The social fiscal year shall comprise one natural year, counting from January 1st to December 31st

of each year.

ARTICLE 30.- With the express authorization of the Secretary of Finance and Public Credit, the Society

shall constitute the reserves and funds necessary for the adequate fulfillment of its object. In the

terms of Article 30 of its Organic Law, at least the following reserves shall be constituted:

I. Annually set aside, at least 10% of the net profit to constitute the Legal Reserve Fund,

until said reserve reaches an amount at least equal to the paid-in social capital;

II. Up to 20% of the liabilities of the Institution in foreign currency, and

III. The amount determined by the Secretary of Finance and Public Credit to constitute and increase

other reserves.

Once the amount of the operating remainder is fixed and the amount corresponding to be paid for the

respective tax and for the workers' participation in the profits of the Society is separated, the balance shall be

applied as follows:

a) The amount that the Board of Directors agrees to allocate to be distributed as profits

among the holders of patrimonial contribution certificates pro rata, and

b) The balance, if any, shall be applied in the manner agreed by the Board of Directors.

ARTICLE 31.- The Board of Directors shall agree on the date on which the holders of the

patrimonial contribution certificates may collect the profits due to them and shall order the timely announcement

of the date and the agreed profits, through publication in a newspaper of wide circulation in the

Mexican Republic.

If any holder of patrimonial contribution certificates does not collect the profits due to them within

a period of five years counted from the date designated by the Board of Directors, their right shall be

considered prescribed and the profits shall pass in favor of the Society

TRANSITIONAL PROVISIONS

ARTICLE FIRST.- This Agreement shall enter into force the day following its publication in the

Official Gazette of the Federation.

ARTICLE SECOND.- The National Bank of Public Works and Public Services National Credit Society,

Development Banking Institution, in terms of the applicable legal provisions, shall proceed to carry out

the necessary acts to comply with this Agreement.

Mexico City, May 18, 2016.- The Secretary of Finance and Public Credit,

Luis Videgaray

Case .- Rubric.

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