Authorization for the Incorporation of Seguros Multiva into Grupo Financiero Ve por Más as Seguros Ve por Más

DOF: 26/12/2016

OFFICE LETTER through which the incorporation of Seguros Multiva, S.A., Grupo Financiero Multiva is authorized

A seal with the National Emblem appears on the margin, which reads: United Mexican States.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Banking, Securities and Savings Unit.- Office No. UBVA/081/2016.

GRUPO FINANCIERO VE POR MÁS, S.A. DE C.V.

PRESENT

The Ministry of Finance and Public Credit, through the Banking, Securities and Savings Unit,

based on what is provided in articles 31, fraction XXXIV of the Organic Law of the Federal Public Administration; 15 in relation to 19, first and last paragraphs and 20 of the Law to Regulate Financial Groups, and in exercise of the powers conferred by article 27, fractions X and XII of the Internal Regulations of the Ministry of Finance and Public Credit; in view of the following:

BACKGROUND

1.

Through writings received in this Administrative Unit on June 24, July 5, August 29 and September 6, 2016, the lawyers Tomás Christian Ehrenberg Aldford and Richard Bruno Grebe Martínez, on behalf and representation of "Grupo Financiero Ve por Más, S.A. de C.V." and the lawyer Almaquio Basurto Rosas, in his capacity as person authorized by that financial group to carry out any management related to the reference procedure, personality that they have duly accredited before this Department, request authorization and approval from this Ministry to carry out the following acts:

The incorporation of "Seguros Multiva, S.A., Grupo Financiero Multiva", as an integrated financial entity of the financial group, under the denomination of "Seguros Ve por Más, S.A.,

Grupo Financiero Ve por Más", by virtue of the sale and purchase of shares representing the social capital of the aforementioned insurer, which took place between that financial group and "Grupo Financiero Multiva, S.A.B. de C.V."

The modification of clause second of the social statutes of "Grupo Financiero Ve por Más, S.A. de C.V.", to the effect of contemplating the aforementioned incorporation.

The modification of the Single Liability Agreement to be signed between the financial entities integrated into the financial group and the respective Holding Company, in order to consider the aforementioned incorporation.

2.

Regarding this, the Deputy General Directorate of Banking and Securities attached to this Administrative Unit,

in exercise of the powers conferred by article 28, fraction XXII of the Internal Regulations of this Ministry,

through office letters UBVA/DGABV/504/2016, UBVA/DGABV/505/2016

and UBVA/DGABV/506/2016 of

June 27,

UBVA/DGABV/551/2016, UBVA/DGABV/552/2016

and

UBVA/DGABV/553/2016 of July 11 and UBVA/DGABV/789/2016, UBVA/DGABV/790/2016

and UBVA/DGABV/791/2016 of September 8,

all of 2016, requested the opinion of Banco de México, of the National Banking and Securities Commission and of the National Insurance and Bonds Commission,

respectively.

Likewise, through office letters UBVA/DGABV/507/2016 of June 27 and UBVA/DGABV/554/2016 of

July 11, both of 2016, in exercise of the powers conferred by article 28, fraction

XXVIII of the Internal Regulations of this Ministry, it requested the opinion of the Deputy General Directorate of Financial Analysis and International Linkage, attached to this Administrative Unit.

3.

Through office letter UBVA/DGABV/843/2016 of October 7, 2016, this Administrative Unit

through the Deputy General Directorate of Banking and Values, in exercise of the powers conferred by article 28, fractions XXII and XXX of the Internal Regulations of this Ministry, communicated to

"Grupo Financiero Ve por Más, S.A. de C.V." that to be able to resolve what is appropriate, it should remit within the next twenty business days from the date of its verification and in the terms of the proposal presented, the documentation indicated below:

First Testimony and four simple copies of the public deed in which the protocolization of the Act of the Extraordinary General Shareholders' Meeting of

"Grupo

Financiero Ve por Más, S.A. de C.V.", in which the incorporation of "Seguros

Multiva, S.A., Grupo Financiero Multiva" is agreed upon, as well as the modification of clause second of

its social statutes and of the Single Liability Agreement, to the effect of contemplating the

aforementioned incorporation.

First Testimony and four simple copies of the public deed in which the

protocolization of the Modification Agreement to the Single Liability Agreement celebrated

between the Holding Company and the financial entities integrated into "Grupo Financiero Ve

por Más, S.A. de C.V.", due to the aforementioned incorporation.

Certified copy of the public deed in which the protocolization of the Act of the Extraordinary General Shareholders' Meeting of "Seguros Multiva S.A., Grupo Financiero Multiva" is recorded, in which

among others, its incorporation into Grupo Financiero Ve por Más, S.A. de C.V.", is agreed upon,

as well as its change of denomination to remain as "Seguros Ve por Más, S.A., Grupo

Financiero Ve por Más".

4.

Through writings received in this Administrative Unit on November 17 and 18 of

2016,

"Grupo

Financiero Ve por Más, S.A. de C.V.", sent the following:

i.

First Testimony and four simple copies of public deed No. 82,351 of October 31 of

2016, granted before the faith of lawyer Luis Antonio Montes de Oca Mayagoitia,

Holder of the Public Notary No. 29 of Mexico City, in which the protocolization of the Act of

Extraordinary General Shareholders' Meeting of "Grupo Financiero Ve por Más, S.A. de

C.V.", held on that same date, is recorded, in which the incorporation of "Seguros Multiva

S.A., Grupo Financiero Multiva" was agreed upon, as well as the modification

of clause second of its social statutes and of the Single Liability Agreement,

to the effect of contemplating the aforementioned incorporation.

ii.

First Testimony and four simple copies of public deed No. 82,427 of November 17 of

2016, granted before the faith of the aforementioned Notary, in which protocolization

of the Fifth Modification Agreement to the Single Liability Agreement celebrated between the

Holding Company and the financial entities integrated into "Grupo Financiero Ve por Más,

S.A. de C.V.", due to the aforementioned incorporation, is recorded.

iii.

Certified copy of public deed No. 82,425 of November 16, 2016, granted before

the faith of lawyer Luis Antonio Montes de Oca Mayagoitia, Holder of the Public Notary No. 29

of Mexico City, in which the

protocolization of the Act of the Extraordinary General

Shareholders' Meeting of "Seguros Multiva S.A., Grupo Financiero Multiva", held on

November 10, 2016, is recorded, in which among others, its incorporation into "Grupo Financiero

Ve por Más, S.A. de C.V." was agreed upon, as well as its change of denomination to remain as "Seguros Ve

por Más, S.A., Grupo Financiero Ve por Más".

CONSIDERING

1.

That Banco de México through office OFI/S33-002-16618 received on

September 29, 2016,

expressed its favorable opinion so that this Ministry authorizes what was requested.

2.

That the National Banking and Securities Commission through office 312-3/114027/2016 received

on September 30

of 2016, issued its favorable opinion so that this Ministry authorizes the request of

reference.

3.

That the National Insurance and Bonds Commission through office 06-C 00 -41100/29976 received

on October 6

of 2016, issued its favorable opinion so that this Department authorizes the acts

indicated.

4.

That the Deputy General Directorate of Financial Analysis and International Linkage, through office

UBVA/DGAAF/123/2016 of September 6, 2016, expressed that from the point of view

financially it has no objection to authorizing "Grupo Financiero Ve por Más, S.A. de C.V.",

the carrying out of the corporate acts mentioned.

5.

That the authorization request referred to in Background 1 of this office complies with the

legal and administrative provisions applicable to the authorization procedure

for the

incorporation of a financial entity into an already constituted financial group, as well as to the

approval procedure for the modifications of the social statutes and of the Single Liability

Agreement.

6.

That once the information and documentation presented by "Grupo Financiero Ve por

Más, S.A. de C.V." has been analyzed, and after hearing the opinion of Banco de

México, of the National Commission

Banking and Securities and of the National Commission of

Insurance and Bonds, as well as having determined the appropriateness of granting

the authorization and approvals in question,

this

Ministry of Finance and Public

Credit, through the Banking, Securities and Savings Unit, issues the

following:

RESOLUTION

FIRST.-

The incorporation of "Seguros Multiva, S.A., Grupo Financiero Multiva" is authorized,

as an integrated financial entity of "Grupo Financiero Ve por Más, S.A. de C.V.", under the

denomination of "Seguros Ve por Más, S.A., Grupo Financiero Ve por Más", in the

terms agreed by the Extraordinary General Shareholders' Meeting of "Grupo

Financiero Ve por Más, S.A. de C.V.", held on October 31, 2016, protocolized

through public deed No. 82,351 of that same date, granted before the faith of

lawyer Luis Antonio Montes de Oca Mayagoitia, Holder of the Public Notary No. 29 of

Mexico City, subject to the fact that the National Insurance and Bonds Commission approves the

change of denomination of "Seguros Multiva, S.A., Grupo Financiero Multiva",

in accordance with what is established by article 66 of the Law of Insurance Institutions

and of

Bonds.

Likewise, this authorization is subject to the resolutive condition consisting in that

no records of entry of the public deed in which

the incorporation addressed in the Public Commerce Registry

respective, within the next twenty business days following the date on which the present

office letter is notified.

SECOND.-

The authorized incorporation will take effect from the date on which the present

authorization and the public instruments in which the shareholders' meeting agreements

relating to the incorporation are registered in the Public Commerce Registry

corresponding, in accordance with what is established by the first paragraph of article 19 of the

Law to Regulate Financial Groups, informing this Ministry about the

date and other data relating to said registration, within a period of ten business days

counted from the date on which it has been verified.

THIRD.-

This authorization and the incorporation agreements adopted by the respective

shareholders' meetings must be published in the Official Journal of the Federation in

terms of what is established by the second paragraph of article 19 of the Law to Regulate the

Financial Groups, at the expense of "Grupo Financiero Ve por Más, S.A. de C.V."

The carrying out of said publications must be notified to this Administrative Unit,

accompanied by a copy of the documentation that certifies it, within five business days

following the date on which said publications are verified.

FOURTH.-

The modification of clause second of the social statutes of "Grupo

Financiero Ve por Más, S.A. de C.V." is approved, in the terms agreed by its Assembly

General

Extraordinary Shareholders' Meeting held on October 31, 2016, protocolized through

public deed No. 82,351 of October 31, 2016, granted before the faith of lawyer

Luis Antonio Montes de Oca Mayagoitia, Holder of the Public Notary No. 29

of Mexico City.

FIFTH.-

The modification to the Single Liability Agreement celebrated between the

Holding Company and the financial entities integrated into "Grupo Financiero Ve por

Más, S.A. de C.V." is approved, in the terms agreed by its Extraordinary General Assembly

of Shareholders held on October 31, 2016, protocolized through public deed

No. 82,427 of November 17, 2016, granted before the faith of the aforementioned Notary.

Finally, the First Testimonies of the public deeds annexed to its writings are returned to "Grupo Financiero Ve por Más, S.A. de C.V.", with the indication that it must inform this Department

about the date and other data relating to the inscription it carries out of the same before the Public Registry

of Commerce respective, within a period of ten business days counted from the date on which such

inscriptions are verified.

This authorization and approvals are issued based on the information and documentation

provided by the petitioner and are limited exclusively to the acts and operations that, in accordance

with the applicable provisions, compete to resolve this Banking, Securities and Savings Unit, and do not prejudge

on the carrying out of any corporate act that the Society carries out, which implies prior

authorization or approval of the financial, tax or any other authorities, in terms of

the current regulations.

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

Sincerely

Mexico City, December 2, 2016. - The Head of the Unit, José Bernardo González Rosas.-

Rubric.

(R.- 443040)

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