Authorization for the Indirect Incorporation of Santander Inclusión Financiera, S.A. de C.V. into Grupo Financiero Santander México, S.A.B. de C.V. — SHCP — MX

DOF: 05/10/2017

OFFICE LETTER through which the indirect incorporation of Santander Inclusión Financiera, S.A. de C.V., Multiple-Object Financial Entity, Regulated Entity, Santander Mexico Financial Group, as an entity integrated into Santander Mexico Financial Group, S.A.B. de C.V., is authorized, by virtue of the investment that Banco Santander (Mexico), S.A., Multiple Banking Institution, Santander Mexico Financial Group, will make in the share capital of that multiple-object financial society.

A seal with the National Emblem is placed at the margin, which reads: United Mexican States.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Unit of Banking, Securities and Savings.- Office No. UBVA/044/2017.

SANTANDER MEXICO FINANCIAL GROUP, S.A.B. DE C.V.

Present

This Ministry of Finance and Public Credit, through 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, 15 in relation to 19, first and last paragraphs and 20 of the Law to Regulate Financial Groups, 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 and in attention to the following:

BACKGROUND

Through writings received in this Administrative Unit on March 17 and 28, May 8, June 2 and 22, and July 6, all of 2017, through which the lawyers Fernando Borja Mújica and Rocío Erika Bulhosen Aracil, in their capacity as legal representatives of "Grupo Financiero Santander México, S.A.B. de C.V.", personality that they have duly accredited before this Department, requested authorization from this Ministry for the performance of the following legal acts:

The incorporation of a new society named "Santander Inclusión Financiera, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Santander México" as a financial entity integrated into "Grupo Financiero Santander México, S.A.B. de C.V.", by virtue of the investment of 99.99% of the shares representing the share capital of said multiple-object financial society, which "Banco Santander (México), S.A., Institución de Banca Múltiple, Grupo Financiero Santander México" intends to carry out.

The modification of Article Second of the Bylaws of "Grupo Financiero Santander México, S.A.B. de C.V." to provide for "Santander Inclusión Financiera, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Santander México" as a financial entity integrated into that financial group.

The modification of Article Forty-Third of the Bylaws of that controlling society, to establish that the sessions of the Board of Directors and the votes cast in favor or against by the Principal or Substitute Directors who reside abroad and participate in the meeting through the telephone link, will be valid, as well as to establish that resolutions may be adopted outside of board meetings as long as they are taken unanimously by its members.

The modification of the Single Liability Agreement that that Controlling Society has celebrated with the financial entities integrated into the Financial Group, by virtue of the incorporation in question.

Regarding this, the Deputy General Director of Banking and Securities, 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 15, in relation to the last paragraph of 19 and 20 of the Law to Regulate Financial Groups, through offices UBVA/DGABV/216/2017 and UBVA/DGABV/217/2017 of March 29, 2017, UBVA/DGABV/297/2017 and UBVA/DGABV/298/2017 of May 9, 2017, UBVA/DGABV/392/2017 of June 6, 2017 and UBVA/DGABV/455/2017 of June 26, 2017, requested the opinion of the Bank of Mexico and the National Banking and Securities Commission, respectively.

Likewise, based on article 28, fraction XXVIII of the Internal Regulations of this Department, through offices UBVA/DGABV/218/2017 of March 29, 2017, UBVA/DGABV/299/2017 of May 9, 2017, UBVA/DGABV/393/2017 of June 6, 2017, and UBVA/DGABV/456/2017 of June 26, 2017, it requested the opinion of the Deputy General Director of Financial Analysis and International Linkage, attached to this Unit of Banking, Securities and Savings.

Through office UBVA/DGABV/548/2017 of July 27, 2017, this Administrative Unit through the Deputy General Director of Banking and Securities, communicated to "Grupo Financiero Santander México, S.A.B. de C.V.", that in order to be able to resolve what is appropriate, it should send within twenty business days following the date of its verification the following:

a) First Testimony and three simple copies of the public deed in which the protocolization of the Act of the Ordinary and Extraordinary General Shareholders' Meeting of "Grupo Financiero Santander México, S.A.B. de C.V.", held on April 28, 2017, is recorded, in which the incorporation of "Santander Inclusión Financiera, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Santander México", as a financial entity integrated into that financial group, as well as the modification to Articles Second and Forty-Third of its Bylaws and the Single Liability Agreement, subject to the suspensive condition consisting of obtaining authorization and approval by this Ministry.

b) First Testimony and three simple copies of the public deed in which the protocolization of the Modification Agreement to the Single Liability Agreement that that Controlling Society has celebrated with the financial entities integrated into the Financial Group, by virtue of the incorporation in question, is recorded.

c) Copy of the public deed in which the protocolization of the Act of the Constitutive Assembly of "Santander Inclusión Financiera, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Santander México" is recorded.

Through a writing received in this Administrative Unit on August 2, 2017, the lawyer María Luisa Lozano Velasco, on behalf of "Grupo Financiero Santander México, S.A.B. de C.V.", personality that she has duly accredited before this Department, sent the following documentation:

a. First Testimony and three simple copies of public deed No. 99,403 of July 28, 2017, granted before the notary public lawyer Miguel Alessio Robles, Holder of Notary Office No. 19 of Mexico City, in which the protocolization of the Act of the Ordinary and Extraordinary General Shareholders' Meeting of "Grupo Financiero Santander México, S.A.B. de C.V.", held on April 28, 2017, is recorded, in which the incorporation of "Santander Inclusión Financiera, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Santander México", into that financial group, as well as the modification to Articles Second and Forty-Third of its Bylaws and the Single Liability Agreement were agreed.

b. First Testimony and three simple copies of public deed No. 99,404 of July 28, 2017, granted before the notary public mentioned above, in which the protocolization of the Modification Agreement to the Single Liability Agreement that that Controlling Society has celebrated with the financial entities that integrate said Financial Group, in order to contemplate the aforementioned incorporation, is recorded.

c. Copy of public deed No. 53,363 of July 31, 2017, granted before the notary public lawyer Juan Manuel Aspron Pelayo, Holder of Notary Office No. 186 of Mexico City, in which the protocolization of the Act of the Constitutive Assembly of "Santander Inclusión Financiera, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Santander México" is recorded.

CONSIDERING

That the Bank of Mexico through office OFI/S33-002-19213 received on May 31, 2017, expressed its favorable opinion in order for this Ministry to authorize what was requested.

That the National Banking and Securities Commission, through office 312-1/16804/2017 received on July 14, 2017, expressed its favorable opinion for this Ministry to authorize the incorporation of "Santander Inclusión Financiera, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Santander México" into "Grupo Financiero Santander México, S.A.B. de C.V." and approve the modification of Articles Second and Forty-Third of the Bylaws of that financial group, as well as of the Single Liability Agreement, in the terms of the proposal presented.

That the Deputy General Director of Financial Analysis and International Linkage through office UBVA/DGAAF/175/2017 of July 27, 2017, expressed that "Banco Santander (México), S.A., Institución de Banca Múltiple, Grupo Financiero Santander México" and "Grupo Financiero Santander México, S.A.B. de C.V." have sufficient financial capacity to carry out the investment, from an accounting-financial point of view.

That the requests for authorization and approval referred to in Background 1 of this office, comply with the legal and administrative provisions applicable to the authorization procedure for the indirect incorporation of a financial entity as an integrated entity of a financial group, and for the approval of the modification of the bylaws of a controlling society and the Single Liability Agreement celebrated by a Controlling Society and the financial entities integrated into the respective Financial Group.

That after analyzing the information and documentation presented by "Grupo Financiero Santander México, S.A.B. de C.V.", and after hearing the opinions of the Bank of Mexico, the National Banking and Securities Commission and the Deputy General Director of Financial Analysis and International Linkage of this own Administrative Unit, as well as having determined the appropriateness of granting the authorization and approvals in question, this Ministry of Finance and Public Credit through the Unit of Banking, Securities and Savings issues the following:

RESOLUTION

FIRST.-

The indirect incorporation of "Santander Inclusión Financiera, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Santander México" as an integrated entity of "Grupo Financiero Santander México, S.A.B. de C.V." is authorized, by virtue of the investment that "Banco Santander (México), S.A., Institución de Banca Múltiple, Grupo Financiero Santander México" will make in the share capital of that multiple-object financial society, in the terms agreed by the Ordinary and Extraordinary General Shareholders' Meeting of the aforementioned controlling society held on April 28, 2017, protocolized through public deed number 99,403 of July 28, 2017, granted before the notary public lawyer Miguel Alessio Robles, Holder of Notary Office No. 19 of Mexico City.

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

SECOND.-

The incorporation in question will take effect from the date on which this authorization and the public instruments in which the assembly agreements regarding the incorporation are recorded, are registered in the corresponding Public Commerce Registry, in accordance with what is established in the first paragraph of article 19 of the Law to Regulate Financial Groups.

THIRD.-

This authorization as well as the agreements regarding the incorporation in question must be published in the Official Journal 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 "Grupo Financiero Santander México, S.A.B. de C.V.".

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 such publications are verified.

FOURTH.-

The modification of Article Second and Forty-Third of the Bylaws of "Grupo Financiero Santander México, S.A.B. de C.V." is approved, in the terms agreed by its Ordinary and Extraordinary General Shareholders' Meeting held on April 28, 2017, protocolized through public deed number 99,403 of July 28, 2017 granted before the notary public lawyer Miguel Alessio Robles, Holder of Notary Office No. 19 of Mexico City.

FIFTH.-

The Modification Agreement to the Single Liability Agreement celebrated between "Grupo Financiero Santander México, S.A.B. de C.V." with the financial entities integrated into the respective financial group, protocolized through public deed number 99,404 of July 28, 2017, granted before the notary public mentioned above, is approved.

Finally, the First Testimonies of the Public Deeds that "Grupo Financiero Santander México, S.A.B. de C.V." annexed to its writing are returned to "Grupo Financiero Santander México, S.A.B. de C.V.", with the indication that it must inform this Department about the date and other data related to the inscription that it carries out of the same before the respective Public Commerce Registry, 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 "Grupo Financiero Santander México, S.A.B. de C.V." and are limited exclusively to the acts and operations that, in accordance with the applicable provisions, compete to resolve this Unit of Banking, Securities and Savings and do not prejudge the carrying out of any corporate act that said Society carries out, which imply the prior authorization or approval of the financial, tax or any other authorities, in terms of the current regulations.

With no other particular matter, I take the opportunity to send you a cordial greeting.

Sincerely

Mexico City, August 25, 2017.- The Head of the Unit, José Bernardo González Rosas.-

Rubric.

(R.- 456596)

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