Authorization for Afianzadora Aserta, S.A. de C.V., Grupo Financiero Aserta to merge with Afianzadora Punto Aserta, S.A.

DOF: 16/06/2016

OFFICE through which Afianzadora Aserta, S.A. de C.V., Grupo Financiero Aserta is authorized to merge in the capacity of the surviving merging society, with Afianzadora Punto Aserta, S.A., as the merged entity that is extinguished.

At the margin, a seal with the National Coat of Arms, which says: United Mexican States.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Insurance, Pensions and Social Security Unit.- General Legal Directorate for Insurance, Sureties and Pensions.- Office No. 366-III-569/15.

GRUPO FINANCIERO ASERTA, S.A. DE C.V.,
AFIANZADORA ASERTA, S.A. DE C.V.

GRUPO FINANCIERO ASERTA AND

AFIANZADORA PUNTO ASERTA, S.A.

Camino a Santa Teresa No. 1040

7th Floor, Office 701

Jardines en la Montaña Neighborhood

Mexico City, D.F., C.P. 14210.

Attention:

Mr. José Manuel Campero Pardo and Mr. Gustavo Torres Pineda

Delegates.

The Ministry of Finance and Public Credit, based on the provisions of articles 31, fractions VIII and XXXIV of the Organic Law of the Federal Public Administration; 17 and 19 of the Law to Regulate Financial Groups, 15, fraction XI of the Federal Law of Surety Institutions, the latter applicable in accordance with the First and Fifth Transitory Provisions of the Law of Insurance and Surety Institutions, and 36, fraction VI of the Internal Regulations of the Ministry of Finance and Public Credit, issues the resolution indicated below, in attention to the following background and considerations:

BACKGROUND

I.

Through a written submission dated June 2, 2014, Grupo Financiero Aserta, S.A. de C.V., Afianzadora Aserta, S.A. de C.V., Grupo Financiero Aserta and Afianzadora Punto Aserta, S.A., requested that this Ministry authorize the merger of Afianzadora Aserta, S.A. de C.V., Grupo Financiero Aserta, as the surviving merging entity, with Afianzadora Punto Aserta, S.A., as the merged entity that is extinguished.

In the aforementioned written submission, they indicated that Afianzadora Aserta, S.A. de C.V., Grupo Financiero Aserta is part of Grupo Financiero Aserta, S.A. de C.V. and accompanied it with the information and documentation provided for in article 17 of the Law to Regulate Financial Groups.

II.

Through offices 366-III-0560/14 and 366-III-0561/14 dated July 17, 2014 and 366-III-1280/14 dated December 15, 2014, the General Legal Directorate for Insurance, Sureties and Pensions, attached to the Insurance, Pensions and Social Security Unit, requested, respectively, from the Bank of Mexico and from the National Insurance and Sureties Commission their opinion regarding the request raised in Background I.

III.

With written submissions dated November 25, 2014, Grupo Financiero Aserta, S.A. de C.V., Afianzadora Aserta, S.A. de C.V., Grupo Financiero Aserta and Afianzadora Punto Aserta, S.A., presented, prior to the requirement made to them, the information that in terms of article 15, fraction XI of the Federal Law of Surety Institutions is required to request authorization to carry out the merger of surety institutions.

IV.

The Bank of Mexico and the National Insurance and Sureties Commission issued an opinion in the sense of having no objection to the merger of Afianzadora Punto Aserta, S.A., Grupo Financiero Aserta with Afianzadora Aserta, S.A. de C.V., Grupo Financiero Aserta, being carried out, through offices OFI/S33-002-12510 dated January 23, 2015 and 06-367-II-1.1./01543 dated March 3, 2015, respectively.

V.

Through office 366-III-384/15 dated May 20, 2015, the General Legal Directorate for Insurance, Sureties and Pensions, attached to the Insurance, Pensions and Social Security Unit, communicated to Grupo Financiero Aserta, S.A. de C.V., Afianzadora Aserta, S.A. de C.V., Grupo Financiero Aserta and Afianzadora Punto Aserta, S.A., that in order to be in conditions to resolve on the feasibility and grant the authorization for the merger they were to carry out, they must proceed in terms of articles 17 of the Law of Financial Groups and 15, fraction XI of the Federal Law of Surety Institutions and attend to the observations indicated.

VI.

Through written submissions dated July 17, 2015, received on July 24 cited and August 13, 2015, Grupo Financiero Aserta, S.A. de C.V., Afianzadora Aserta, S.A. de C.V., Grupo Financiero Aserta and Afianzadora Punto Aserta, S.A., complied with the requirement formulated in the office cited in the previous Background.

CONSIDERATIONS

I.

That article 17 of the Law to Regulate Financial Groups establishes the requirements and documents that must be presented for the merger of a financial entity that is part of a Financial Group with another financial entity.

II.

That article 15, fraction XI of the Federal Law of Surety Institutions establishes the requirements and documents that must be presented for the merger of two surety institutions.

III.

That with the information and documentation presented through the written submissions indicated in Backgrounds I and III, the requirements provided for in articles 17 of the Law to Regulate Financial Groups and 15, fraction XI of the Federal Law of Surety Institutions, applicable to the merger procedure, were satisfied.

IV.

That through offices OFI/S33-002-12510 dated January 23, 2015 and 06-367-II-1.1./01543 dated March 3, 2015, the Bank of Mexico and the National Insurance and Sureties Commission issued a favorable opinion regarding the request indicated in Background I.

V.

That this matter is resolved under the protection of the Fifth Transitory Provision of the Law of Insurance and Surety Institutions, which establishes that authorization requests received by this Ministry before the entry into force of the aforementioned law, as is the case, and that by virtue of the same are assigned to the National Insurance and Sureties Commission, will be processed and resolved by this Ministry, for which it may, even after the entry into force of the Law of Insurance and Surety Institutions, continue exercising the powers conferred based on the Federal Law of Surety Institutions that is repealed.

RESOLUTION

FIRST.- This Ministry grants its authorization for Afianzadora Aserta, S.A. de C.V., Grupo Financiero Aserta to merge in its capacity as the surviving merging society, with Afianzadora Punto Aserta, S.A., as the merged entity that is extinguished, in the terms agreed upon by both societies in their respective Extraordinary General Shareholders' Meetings held on March 27, 2014.

SECOND.- The merger between Afianzadora Aserta, S.A. de C.V., Grupo Financiero Aserta in its capacity as the surviving merging society, with Afianzadora Punto Aserta, S.A., as the merged entity that is extinguished, will take effect from the date on which the public instruments in which the agreements of the shareholders' meetings in which the merger was resolved are recorded, as well as this authorization to carry out the merger, are registered in the Public Commerce Registry.

THIRD.- This authorization to carry out the merger and the merger agreements adopted by the Extraordinary General Shareholders' Meetings will be published in the Official Gazette of the Federation.

FOURTH.- The merger agreements must be published in two of the newspapers with the greatest circulation, in the place where the social domicile of Afianzadora Aserta, S.A. de C.V., Grupo Financiero Aserta and of Afianzadora Punto Aserta, S.A. is located.

FIFTH.- In this sense, they must remit to the Insurance, Pensions and Social Security Unit within the sixty business days following the date on which this is notified:

a)

The first original testimony and three simple copies of the public deeds, with data of inscription in the Public Commerce Registry, in which the shareholders' resolutions of Afianzadora Aserta, S.A. de C.V. Grupo Financiero Aserta, Afianzadora Punto Aserta, S.A., and Grupo Financiero Aserta, S.A. de C.V., held on March 27, 2014, which contain the merger agreements and the Merger Agreement celebrated between both surety institutions on May 24, 2015, are notarized.

b)

The data of inscription in the Public Commerce Registry of the authorization office to carry out the merger.

c)

Copy of the publications in the Official Gazette of the Federation of the authorization office for the merger and of the merger agreements.

d)

Copy of the publications in two newspapers with the greatest circulation of the social domicile of Afianzadora Aserta, S.A. de C.V., Grupo Financiero Aserta and Afianzadora Punto Aserta, S.A., of the merger agreements.

This authorization is issued based on the information and documentation provided by Grupo Financiero Aserta, S.A. de C.V., Afianzadora Aserta, S.A. de C.V., Grupo Financiero Aserta and Afianzadora Punto Aserta, S.A. and is limited exclusively to the authorization of the merger in the terms indicated and which, in accordance with the applicable provisions, competes to this Ministry to resolve. In this way, it does not prejudge the carrying out of any other act that the societies carry out, which imply the prior authorization or approval of the financial, tax or any other authorities, in terms of the current regulations, nor does it validate acts or operations that are carried out in contravention of the laws emanating from it.

Respectfully,

Mexico City, D.F., September 10, 2015.- The Deputy General Director, Yolanda Torres Segarra.-

Rubric.

(R.- 432607)

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