Authorization for Banregio Grupo Financiero to Invest in New Subholding Company Subcontroladora GFR

DOF: 07/05/2018

OFFICE LETTER authorizing Banregio Grupo Financiero, S.A.B. de C.V. to invest in a new subholding company named Subcontroladora GFR, S.A. de C.V.

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Unit of Banking, Securities and Savings.- Deputy General Directorate of Banking and Securities.- Deputy General Directorate of Financial Analysis and International Linkage.- Office No. UBVA/DGABV/140/2018.- UBVA/DGAAF/011/2018.

BANREGIO GRUPO FINANCIERO, S.A.B. DE C.V.

Present

The Ministry of Finance and Public Credit, through the Deputy General Directorates of Banking and Securities and of Financial Analysis and International Linkage, attached to the Unit of Banking, Securities and Savings, based on what is established in Articles 31, fraction XXXIV of the Organic Law of the Federal Public Administration, 17 in relation to 19, 20, 81, fraction III, of the Law to Regulate Financial Groups, as well as 3, fraction IV and 31 of the General Rules of Financial Groups and in exercise of the powers conferred by articles 28, fractions II, X and XI, 29, fraction IX, and 27, fractions X, XI, XII, and last paragraph, all of the Internal Regulations of this Ministry of Finance and Public Credit, in attention to the following:

BACKGROUND

1.

Through writings received in this Administrative Unit on September 9 and 30, December 16, all of 2016 and September 18, 2017, the C.C. Sanjuana Herrera Galván and Napoleón García Cantú in joint representation of "Banregio Grupo Financiero, S.A.B. de C.V." and "Corporación GFREGIO, S.A. de C.V.", as well as Mr. Jorge Leonardo González García in his capacity as authorized person, personality which they have duly accredited before this Department, submit for consideration of this Ministry the corporate restructuring of that financial group, which would consist of the following legal acts:

• Constitution of a Subholding to be named "Subcontroladora GFR, S.A. de C.V."

• Transmission of all but one of the shares representing the social capital of the financial entities that are part of the financial group and the companies in which it participates, in favor of the aforementioned Subholding.

• Merger of "Banregio Grupo Financiero, S.A.B. de C.V." in the capacity of merged society that extinguishes with "Corporación GFREGIO, S.A. de C.V.", the latter in the capacity of merging society that survives, which would adopt the regime of a stock corporation and change its name to "Regional, S.A.B. de C.V."

• The organization of "Subcontroladora GFR, S.A. de C.V." as a new controlling society and its constitution and functioning as a financial group to be named "Banregio Grupo Financiero, S.A.B. de C.V.", integrated by the financial entities that are part of the current financial group.

From the aforementioned request writings, it is clear that the main objective of the corporate restructuring is for "Regional, S.A.B. de C.V." to assume the status of a new share-issuing company, holder of the shares representing the capital of "Banregio Grupo Financiero, S.A.B. de C.V.", which is intended to be achieved through a succession of acts that will take effect simultaneously.

Therefore, they request this Ministry to do the following:

i.

Authorization in terms of article 81 fraction III, of the Law to Regulate Financial Groups, for "Banregio Grupo Financiero, S.A.B. de C.V." to invest in a newly created Subholding to be named "Subcontroladora GFR, S.A. de C.V.", through the acquisition of all but one of the shares representing its social capital and to which the entirety of the shares representing the social capital of the financial entities that are part of the own financial group and of the companies in which it participates will be transferred.

ii.

Approval of the bylaws of "Subcontroladora GFR, S.A. de C.V.", in accordance with article 20 of the Law to Regulate Financial Groups.

iii.

Authorization in terms of article 17, in relation to 19, both of the Law to Regulate Financial Groups, for "Banregio Grupo Financiero, S.A.B. de C.V." to merge in the capacity of merged society that extinguishes into "Corporación GFREGIO, S.A. de C.V.", the latter in the capacity of merging society that survives, which would adopt the regime of a stock corporation and change its name to "Regional, S.A.B. de C.V."

iv.

Approval of the Termination Agreement of the Unique Liability Agreement entered into between "Banregio Grupo Financiero, S.A.B. de C.V.", and the financial entities that are part of the financial group, in accordance with article 20 of the Law to Regulate Financial Groups, as a consequence of the merger referred to in the preceding paragraph.

2.

Regarding this, the Deputy General Directorate of Banking and Securities of the Unit of Banking, Securities and Savings, in exercise of the powers conferred by article 28, fraction XXII of the Internal Regulations of this Ministry and based on what is established in articles 11, 14, 17, 20, 28, second and third paragraphs, 81, fractions II and III, 89 and others related of the Law to Regulate Financial Groups, through office letters UBVA/DGABV/811/2016 and UBVA/DGABV/812/2016 of September 19, UBVA/DGABV/835/2016 and UBVA/DGABV/836/2016 of October 5, UBVA/DGABV/1038/2016 and UBVA/DGABV/1039/2016 of December 20, all of 2016, requested the opinion of the Bank of Mexico and of the National Banking and Securities Commission, respectively.

3.

Through office letter UBVA/DGABV/752/2017 of October 19, 2017, this Administrative Unit through the Deputy General Directorate of Banking and Securities, in exercise of the powers conferred by Article 28, fractions XXII and XXX of the Internal Regulations of this Ministry, communicated to "Banregio Grupo Financiero, S.A.B. de C.V.", that in order to be able to resolve what is appropriate, it should remit in terms of the proposal presented, the First Testimonies and three simple copies of the public deeds in which the protocolization of, among others, what is indicated below is recorded:

i.

The Act of the Extraordinary General Shareholders' Meeting of "Banregio Grupo Financiero, S.A.B. de C.V." in which the constitution of a Subholding society to be named "Subcontroladora GFR, S.A. de C.V." is approved, in accordance with the writing presented on September 18, 2017.

ii.

The Constitutive Act of "Subcontroladora GFR, S.A. de C.V.", according to the writing presented on September 18, 2017, in which "Banregio Grupo Financiero, S.A.B. de C.V." will acquire all but one of the shares representing its social capital and to which the entirety of the shares representing the social capital of the financial entities that are part of the own financial group and of the companies in which it participates will be transferred.

iii.

The Act of the Extraordinary General Shareholders' Meeting of "Banregio Grupo Financiero, S.A.B. de C.V." in which the merger of that society, in the capacity of merged society that extinguishes, with "Corporación GFREGIO, S.A. de C.V.", in the capacity of merging society that survives and the other agreements related to the same, is approved, in accordance with the writing presented on September 18, 2017.

iv.

The Act of the Extraordinary General Shareholders' Meeting of "Corporación GFREGIO, S.A. de C.V.", in which the merger of that society in the capacity of merging society that survives with "Banregio Grupo Financiero, S.A.B. de C.V.", in the capacity of merged society that extinguishes, the integral modification of its bylaws, including the change of its name to "Regional, S.A.B. de C.V." and its registration in the National Securities Registry, is approved, according to the writing presented on September 18, 2017.

Likewise, a simple copy of the public deed in which the bylaws of "Regional, S.A.B. de C.V." are recorded was requested.

v.

The Merger Agreement entered into between "Banregio Grupo Financiero, S.A.B. de C.V." and "Corporación GFREGIO, S.A. de C.V.", according to the writing presented on September 9, 2016.

vi.

The Termination Agreement of the Unique Liability Agreement entered into between "Banregio Grupo Financiero, S.A.B. de C.V." and the financial entities that are part of the financial group as a consequence of the requested merger, according to the writing presented on September 9, 2016.

The above, with the understanding that the corporate acts in question should be subject to the suspensive condition consisting of obtaining the corresponding authorizations.

4.

Through a writing received in this Administrative Unit on December 6, 2017, the lawyer Napoleón García Cantú in his capacity as Special Delegate of "Banregio Grupo Financiero, S.A.B. de C.V.", personality which he has duly accredited before this Department, sent, among others, the following documentation:

i.

First Testimony and three simple copies of public deed No. 33,309 of November 27, 2017, granted before the faith of the lawyer Héctor Mauricio Villegas Garza, Public Notary Holder of Notary No. 122 with exercise in the Notarial Jurisdiction corresponding to the First Registry District with residence in the City of Monterrey, State of Nuevo León, in which the Act of the Ordinary and Extraordinary General Shareholders' Meeting of "Banregio Grupo Financiero, S.A.B. de C.V.", held on November 22, 2017, is protocolized, in which it is agreed: (i) the constitution of a Subholding to be named "Subcontroladora GFR, S.A. de C.V.", (ii) the merger of that controlling society as merged that extinguishes with "Corporación GFREGIO, S.A. de C.V.", the latter in the capacity of merging society that survives and (iii) the termination agreement to the unique liability agreement entered into between that controlling society and the financial entities that are part of the financial group.

ii.

First Testimony and three simple copies of public deed No. 33,310 of November 27, 2017, granted before the faith of the aforementioned Notary, in which the Act of the Ordinary and Extraordinary General Shareholders' Meeting of "Banregio Grupo Financiero, S.A.B. de C.V.", referred to in the previous paragraph, is partially protocolized, in which the constitution of "Subcontroladora GFR, S.A. de C.V." is recorded.

iii.

First Testimony and three simple copies of public deed No. 33,311 of November 27, 2017, granted before the faith of the aforementioned Notary, in which the protocolization of the Constitutive Act and Bylaws of "Subcontroladora GFR, S.A. de C.V." is recorded.

iv.

First Testimony and three simple copies of public deed No. 33,312 of November 27, 2017, granted before the faith of the same Notary, in which the Act of the Ordinary and Extraordinary General Shareholders' Meeting of "Banregio Grupo Financiero, S.A.B. de C.V." is partially protocolized, in which the merger of that society, in the capacity of merged that extinguishes, with "Corporación GFREGIO, S.A. de C.V.", the latter in the capacity of merging society that survives, is recorded.

v.

First Testimony and three simple copies of public deed No. 33,346 of November 29, 2017, granted before the faith of the aforementioned Notary, in which the protocolization of the Act of the Extraordinary General Shareholders' Meeting of "Corporación GFREGIO, S.A. de C.V.", held on November 22, 2017, is recorded, in which the merger of that society in the capacity of merging that survives with "Banregio Grupo Financiero, S.A.B. de C.V.", in the capacity of merged that extinguishes, the integral modification of its bylaws, including the change of its name to "Regional, S.A.B. de C.V." and its registration in the National Securities Registry, was approved.

Likewise, a simple copy of public deed No. 33,400 of December 4, 2017, granted before the faith of the aforementioned Notary, in which the aforementioned Extraordinary General Shareholders' Meeting of "Corporación GFREGIO, S.A. de C.V." is protocolized in what is pertinent, to record the bylaws of "Regional, S.A.B. de C.V." was sent.

vi.

First Testimony and three simple copies of public deed No. 33,347 of November 29, 2017, granted before the faith of the aforementioned Notary, in which the protocolization of the Merger Agreement entered into on November 22, 2017, between "Banregio Grupo Financiero, S.A.B. de C.V." and "Corporación GFREGIO, S.A. de C.V." is recorded.

vii.

First Testimony and three simple copies of public deed No. 33,348 of November 29, 2017, granted before the faith of the aforementioned Notary, in which the protocolization of the Termination Agreement of the Unique Liability Agreement entered into on November 22, 2017, between "Banregio Grupo Financiero, S.A.B. de C.V." and the financial entities that are part of the financial group as a consequence of the aforementioned merger is recorded.

CONSIDERING

1.

That the Bank of Mexico through office letter OFI/S33-002-17410 received in this Administrative Unit on July 19, 2017, issued its opinion in order for this Ministry to authorize what was requested in accordance with what was stated by the promoters.

2.

That the National Banking and Securities Commission through office letter 312-3/16849/2017 received in this Administrative Unit on August 14, 2017, expressed its favorable opinion for this Ministry to authorize and approve the acts described in terms of the proposal presented.

3.

That from the financial point of view, there is no objection to granting "Banregio Grupo Financiero, S.A.B. de C.V." the corresponding authorizations.

4.

That the authorization requests and approvals of "Banregio Grupo Financiero, S.A.B. de C.V.", referred to in Background 1 of this office letter, comply with the applicable legal and administrative provisions for the authorization and approval procedure for: (i) the investment of a controlling society in securities representing at least fifty-one percent of the social capital of a Subholding, (ii) the bylaws of a Subholding, (iii) the merger of a controlling society with any society, and (iv) the modification of the Unique Liability Agreement entered into by a controlling society and the financial entities that are part of the respective Financial Group.

5.

That once the information and documentation presented by the promoters has been analyzed, and after hearing the opinion of the Bank of Mexico, of the National Banking and Securities Commission and of the Deputy General Directorate of Financial Analysis and International Linkage of this same Administrative Unit, as well as having determined the appropriateness of granting the authorizations and approvals in question, this Ministry of Finance and Public Credit through the Unit of Banking, Securities and Savings, issues the following:

RESOLUTION

FIRST.-

Authorization is granted to "Banregio Grupo Financiero, S.A.B. de C.V.", to invest in a newly created Subholding to be named "Subcontroladora GFR, S.A. de C.V.", through the acquisition of all but one of the shares representing its social capital and to which the entirety of the shares representing the social capital of the financial entities that are part of the own financial group and of the companies in which it participates will be transferred, in the terms agreed in the Ordinary and Extraordinary General Shareholders' Meeting of that Financial Group, held on November 22, 2017, whose act was protocolized through public deeds Nos. 33,309 and 33,310 both of November 27, 2017, granted before the faith of the lawyer Héctor Mauricio Villegas Garza, Public Notary Holder of Notary No. 122 with exercise in the Notarial Jurisdiction corresponding to the First Registry District with residence in the City of Monterrey, State of Nuevo León.

SECOND.-

The bylaws of "Subcontroladora GFR, S.A. de C.V." are approved, in the terms agreed in its Constitutive Assembly, protocolized through public deed No. 33,311 of November 27, 2017, granted before the faith of the lawyer Héctor Mauricio Villegas Garza, Public Notary Holder of Notary No. 122 with exercise in the Notarial Jurisdiction corresponding to the First Registry District with residence in the City of Monterrey, State of Nuevo León.

THIRD.-

The merger of "Banregio Grupo Financiero, S.A.B. de C.V.", in the capacity of merged society that extinguishes with "Corporación GFREGIO, S.A. de C.V.", the latter in the capacity of merging society that survives, is authorized, in the terms agreed by both societies in their respective Extraordinary General Shareholders' Meetings held on November 22, 2017, whose acts were protocolized through public deeds Nos. 33,309 and 33,312 both of November 27 and 33,346 of November 29, all of 2017, granted before the faith of the lawyer Héctor Mauricio Villegas Garza, Public Notary Holder of Notary No. 122 with exercise in the Notarial Jurisdiction corresponding to the First Registry District with residence in the City of Monterrey, State of Nuevo León and according to the Merger Agreement entered into on November 22, 2017, between both societies and protocolized through public deed No. 33,347 of November 29, 2017, granted before the faith of the aforementioned Notary.

This authorization is subject to the resolutive condition consisting in not sending this Ministry the proof of entry of the Public Deeds in which the merger in question has been agreed in the respective Public Registry of Commerce, within twenty business days following the date on which this office letter is notified.

FOURTH.-

The authorized merger will take effect from the date on which this authorization and the public instruments in which the Assembly agreements related to the merger are recorded, are registered in the corresponding Public Registry of Commerce, in accordance with what is established in the first paragraph of article 19 of the Law to Regulate Financial Groups, and must inform this Ministry about the date and other data related to said registration within a period of ten business days counted from the date on which it has been verified.

FIFTH.-

This authorization as well as the merger agreements adopted by the respective Shareholders' Meetings must be published in the Official Gazette of the Federation in terms of what is established in the second paragraph of article 19 of the Law to Regulate Financial Groups, at the expense of "Corporación GFREGIO, S.A. de C.V.", as the merging society.

The carrying out of the aforementioned publications must be notified to this Administrative Unit, attaching a copy of the documentation that accredits it, within five business days following the date on which said publications are verified.

SIXTH.-

The Termination Agreement of the Unique Liability Agreement entered into between "Banregio Grupo Financiero, S.A.B. de C.V.", and the financial entities that are part of that financial group, protocolized through public deed No. 33,348 of November 29, 2017, granted before the faith of the lawyer Héctor Mauricio Villegas Garza, Public Notary Holder of Notary No. 122 with exercise in the Notarial Jurisdiction corresponding to the First Registry District with residence in the City of Monterrey, State of Nuevo León, is approved.

Finally, the First Testimonies of the Public Deeds Numbers 33,309; 33,310; 33,311; 33,312; 33,346; 33,347 and 33,348, which were attached to his writing, are returned, with the indication that he must inform this Department about the date and other data related to the registration he carries out of the same before the respective Public Registry of Commerce, within a period of ten business days counted from the date on which said registrations are verified.

These authorizations and approvals are issued based on the information and documentation provided by the promoters and are limited exclusively to the acts and operations that, in accordance with the applicable provisions, it is the responsibility of this Ministry to resolve, and do not prejudge the carrying out of any corporate act that the society carries out, which implies the prior authorization or approval of the financial, tax or any other authorities, in terms of the current regulations.

Without any other particular matter, we take the opportunity to send you a cordial greeting.

Mexico City, March 12, 2018.- The Deputy General Director of Banking and Securities, Ana Laura Villanueva Vega.- Signature.- The Deputy General Director of Financial Analysis and International Linkage, Raúl Alejandro Rosales Guadarrama.- Signature.

(R.- 466441)

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