Authorization for the Incorporation of Cetelem Inbursa, S.A. de C.V., SOFOM, E.R., into Grupo Financiero Inbursa, S.A.B. de C.V.

DOF: 15/07/2024

OFFICE DOCUMENT authorizing the incorporation of Cetelem Inbursa, S

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- TREASURY.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Unit of Banking, Securities and Savings.- Coordination of Banking and Securities.- Office No. UBVA/CBV/074/2024.

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

HEREIN

BANCO INBURSA, S.A., MULTIBANK INSTITUTION,

GRUPO FINANCIERO INBURSA

HEREIN

The Ministry of Finance and Public Credit, through the Coordination of Banking and Securities attached to the Unit of Banking, Securities and Savings, based on the provisions of articles 31, fraction XXXII of the Organic Law of the Federal Public Administration; 15 in relation to 19, last paragraph of the Law to Regulate Financial Groupings and in exercise of the attribution conferred by article 15 A, fraction IX of the Internal Regulations of the Ministry of Finance and Public Credit, and in attention to the following:

BACKGROUND

I.

By initial writing received in this Administrative Unit on November 24, 2023 and its extension presented on February 12, 2024, "Grupo Financiero Inbursa, S.A.B., de C.V." and "Banco Inbursa, S.A., Multibank Institution, Grupo Financiero Inbursa" requested authorization and approval from this Ministry for the performance of the following legal acts:

A.

The indirect incorporation, through "Banco Inbursa, S.A., Multibank Institution, Grupo Financiero Inbursa", of "Cetelem, S.A. de C.V., SOFOM, E.R.", as an entity of "Grupo Financiero Inbursa, S.A.B., de C.V.".

B.

The modification of article two of the bylaws of "Grupo Financiero Inbursa, S.A.B., de C.V." to include "Cetelem, S.A. de C.V., SOFOM, E.R.", as an entity of that Financial Group.

C.

The modification of the single responsibility agreement that that Controlling Company has celebrated with the financial entities that are part of the Financial Group, by virtue of the incorporation in question.

II.

By office UBVA/CBV/513/2023 of November 29, 2023 and its extension UBVA/CBV/053/2024 of February 13, 2024, the Coordination of Banking and Securities, attached to the Unit of Banking, Securities and Savings, requested the opinion of the Bank of Mexico.

III.

By office UBVA/CBV/514/2023 of November 29, 2023 and its extensions UBVA/CBV/054/2024 and UBVA/CBV/059/2024 of dates February 13 and 22, both of 2024, respectively, the Coordination of Banking and Securities, attached to the Unit of Banking, Securities and Savings, requested the opinion of the National Banking and Securities Commission;

IV.

By office UBVA/CBV/515/2023 of November 29, 2023 and its extensions UBVA/CBV/055/2024 and UBVA/CBV/060/2024 of dates February 13 and 22, both of 2024, respectively, the Coordination of Banking and Securities, requested the opinion of the Coordination of Financial Analysis and International Linkage, both attached to this Administrative Unit;

CONSIDERING

That the Ministry of Finance and Public Credit, through the Coordination of Banking and Securities attached to the Unit of Banking, Securities and Savings, is competent to authorize the incorporation of a financial entity into a financial group, in terms of article 15 in relation to 19, last paragraph, of the Law to Regulate Financial Groupings and in exercise of the attribution conferred by article 15 A, fraction IX, of the Internal Regulations of this Ministry.

That by offices OFI002-794 and OFI002-818 of dates February 1 and March 1, both of 2024, respectively, the Bank of Mexico through the Subdirectorate of Authorizations and the Directorates of Authorizations and Central Banking Queries and of Authorizations and Regulation, expressed a favorable opinion so that this Ministry authorizes what was requested.

That by office 312-1/42005/2024 of date February 26, 2024, the National Banking and Securities Commission through the General Directorates of Authorizations to the Financial System and of Supervision of Groups and Financial Intermediaries D and E, expressed a favorable opinion so that this Ministry authorizes what was requested, in terms of the proposal presented;

That by office UBVA/CAFVI/012/2024 of date March 1, 2024, the Coordination of Financial Analysis and International Linkage, attached to the Unit of Banking, Securities and Savings, expressed that from the financial point of view it observes no inconvenience to grant the applicants the corresponding authorization;

That the applicant Companies demonstrated full compliance with the requirements established by article 15 of the Law to Regulate Financial Groupings, to request authorization from this Ministry in order to carry out the incorporation described in subsection A of Background I of this office, which were attached to the respective file; and

That once the analysis of the documentation presented by the applicant companies in compliance with article 15 of the Law to Regulate Financial Groupings has been carried out and the opinions of the consulted bodies have been obtained, in terms of the proposal presented, there are no legal, accounting, financial or operational impediments regarding the feasibility of the incorporation described in subsection A of Background I of this office; therefore it deems it appropriate to issue the following:

RESOLUTION

FIRST.-

The incorporation of "Cetelem Inbursa, S.A. de C.V., SOFOM, E.R., Grupo Financiero Inbursa" is authorized as an entity of "Grupo Financiero Inbursa, S.A.B., de C.V." in accordance with the terms provided in the respective projects of: (i) Act of the Extraordinary General Shareholders' Meeting of "Grupo Financiero Inbursa, S.A.B., de C.V." and (ii) Unanimous Resolutions Adopted outside of Meeting by the shareholders of "Cetelem, S.A. de C.V., SOFOM, E.R.", subject to the conditions established in Resolutive FOURTH of this office.

SECOND.-

"Grupo Financiero Inbursa, S.A.B., de C.V." must exhibit to this Administrative Unit, within the forty business days following that in which they are made known before a public notary, the following instruments, the content of which must be in accordance with the terms in which the respective projects were presented to this Ministry:

i)

Certified copy of the First Testimony of the public deed in which the protocolization of the Act of the Extraordinary General Shareholders' Meeting of "Grupo Financiero Inbursa, S.A.B., de C.V." is recorded, in which the incorporation of "Cetelem, S.A. de C.V., SOFOM, E.R.", under the name of "Cetelem Inbursa, S.A. de C.V., SOFOM, E.R., Grupo Financiero Inbursa", as a financial entity of that Financial Group, is agreed.

ii)

Certified copy of the First Testimony of the public deed in which the protocolization of the Unanimous Resolutions Adopted outside of Meeting by the Shareholders of "Cetelem, S.A. de C.V., SOFOM, E.R." is recorded, in which, among others, its incorporation into that Financial Group is agreed, under the name of "Cetelem Inbursa, S.A. de C.V., SOFOM, E.R., Grupo Financiero Inbursa", as a financial entity of the same.

THIRD.-

"Grupo Financiero Inbursa, S.A.B., de C.V.", must exhibit to this Administrative Unit, within the period granted in the Resolutive SECOND above, a simple copy of the certificates of entry before the Public Commerce Registry, of the public deeds indicated in subsections i) and ii) of the cited Resolutive SECOND, understanding that, as far as the reform to the bylaws of the Controlling Company is concerned, as well as the modification of the single responsibility agreement that that Controlling Company has celebrated with the financial entities that are part of the financial group, their registry inscription will proceed once the approval of this Ministry is obtained.

Likewise, "Grupo Financiero Inbursa, S.A.B., de C.V." must send to this Unit of Banking, Securities and Savings, a simple copy of the documentation in which the date and other data relating to the respective inscriptions are recorded, within the period of ten business days following that in which they are obtained.

FOURTH.-

The authorization referred to in Resolutive FIRST of this office is subject to the following resolutive conditions:

a)

That the respective Extraordinary General Shareholders' Meeting of "Grupo Financiero Inbursa, S.A.B., de C.V." and Unanimous Resolutions Adopted outside of Meeting by the Shareholders of "Cetelem, S.A. de C.V., SOFOM, E.R.", agree the incorporation of "Cetelem Inbursa, S.A. de C.V., SOFOM, E.R., Grupo Financiero Inbursa", in terms different from those presented before this Ministry;

or,

b)

That for reasons attributable to "Grupo Financiero Inbursa, S.A.B., de C.V.", the public deeds indicated in subsections i) and ii) of Resolutive SECOND of this office are not entered before the Public Commerce Registry for their inscription, within the period referred to in the cited Resolutive SECOND of this office.

FIFTH.-

The incorporation authorized in this office will take effect from the date on which this authorization and the public instruments in which the respective incorporation agreements are recorded are registered in the corresponding Public Commerce Registry, in accordance with the provisions of article 19, first paragraph, of the Law to Regulate Financial Groupings, and must inform this Ministry about the date and other data relating to said inscription, within a period of ten business days counted from the date on which it has been verified.

SIXTH.-

This authorization and the respective incorporation agreements must be published in the Official Journal of the Federation in terms of what is provided by the second paragraph of article 19 of the Law to Regulate Financial Groupings, at the expense of "Grupo Financiero Inbursa, S.A.B., de C.V.".

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

SEVENTH.-

In order for this Unit of Banking, Securities and Savings to be able to approve the modification of article two of the bylaws of "Grupo Financiero Inbursa, S.A.B., de C.V.", as well as the single responsibility agreement that that Controlling Company has celebrated with the financial entities that are part of the financial group, it communicates that prior to their inscription, it must send, within the twenty business days following the date on which they are carried out and in terms of the projects presented on November 24, 2023, the following:

A.

First Testimony and two simple copies of the public deed in which the protocolization of the Act of the Extraordinary General Shareholders' Meeting of "Grupo Financiero Inbursa, S.A.B., de C.V." is recorded, in which the modification of article two of their bylaws and of the single responsibility agreement is agreed, in order to include "Cetelem Inbursa, S.A. de C.V., SOFOM, E.R., Grupo Financiero Inbursa", as a financial entity of that Financial Group; and

B.

First Testimony and two simple copies of the public deed in which the protocolization of the single responsibility agreement is recorded, in order to contemplate the incorporation in question.

EIGHTH.-

In terms of what is established by the Twenty-Fourth of the General Provisions for the Registration of Financial Service Providers, "Grupo Financiero Inbursa, S.A.B., de C.V.", must inform through the Portal of the Registration of Financial Service Providers (SIPRES) in charge of the National Commission for the Protection and Defense of Users of Financial Services (CONDUSEF), the incorporation authorized in Resolutive FIRST of this office.

This authorization is issued based on the information and documentation provided by the applicants and is limited exclusively to the acts and operations that, in accordance with the applicable provisions, it is competent for the Ministry of Finance and Public Credit to resolve, through its Unit of Banking, Securities and Savings and does not prejudge the tax implications of the operations subject of this authorization, nor on the performance of any corporate act that the involved societies carry out, which implies the prior authorization or approval of the financial, tax or any other authorities, in terms of the current regulations. Likewise, it does not validate acts or operations that are carried out in contravention of the laws or regulations emanating from them.

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

Sincerely

Mexico City, March 4, 2024.-

The Coordinator, Ángel Cabrera Mendoza.- Signature.

(R.- 555058)

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