Authorization for the Modification of Article Two of the Bylaws of Grupo Financiero Aserta, S.A. de C.V. to Incorporate Corporación de Servicios San José, S.A. de C.V.

DOF: 17/06/2016

OFFICE LETTER through which the modification of article two of the social bylaws of Grupo Financiero Aserta, S.A. de C.V. is authorized, in order to incorporate Corporación de Servicios San José, S.A. de C.V. into Grupo Financiero Aserta, S.A. de C.V.

A seal with the National Coat of Arms appears on the margin, which says: United Mexican States.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Insurance, Pensions and Social Security Unit.- Assistant General Directorate for Insurance, Sureties and Pensions.- Office No. 366-III-0905/14.

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

Av. Camino a Santa Teresa No. 1040, Floor 7

Col. Jardines en la Montaña, C.P. 14210

To:

Gerardo María Bruno Monroy
Campero
Representative

The Ministry of Finance and Public Credit, through the Insurance, Pensions and Social Security Unit, based on what is established in articles 31, fractions VIII and XXXIV of the Organic Law of the Federal Public Administration, 9, 10 and 17 of the Law to Regulate Financial Groups, applicable in accordance with the Transitory Provision contemplated in Article Fifty-Two, fraction I, of the "Decree by which various provisions in financial matters are reformed, added and repealed and the Law to Regulate Financial Groups is issued" published in the Official Gazette of the Federation on January 10, 2014, and Fourth and Fifth of the General Rules for the Constitution and Operation of Financial Groups, and in exercise of the powers conferred by article 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 July 30, 2013, Grupo Financiero Aserta, S.A. de C.V. requests this Ministry:

1. authorization to acquire 99% of the shares of the company named Corporación de Servicios San José, S.A. de C.V. and consequently incorporate said company into the financial group.

2. Approval to modify article two of the social bylaws of Grupo Financiero Aserta, derived from the incorporation of the service company Corporación de Servicios San José, S.A. de C.V.

II.

Through offices 366-III-553/13 and 366-III-554/13 dated September 11, 2013, an opinion was requested from the National Commission of Insurance and Sureties and from the Bank of Mexico, regarding the request referred to in Background I.

III.

Through office 366-III-741/13 dated October 29, the Assistant General Directorate for Insurance, Sureties and Pensions, attached to the Insurance, Pensions and Social Security Unit, requested various information and documentation from Grupo Financiero Aserta, S.A. de C.V.

IV.

With a written submission dated November 14, 2014, Grupo Financiero Aserta, S.A. de C.V., in compliance with our diverse 366-III-741/13, mentioned in Background III, sent the draft modifications to the social bylaws of Corporación de Servicios San José, S.A. de C.V., as well as the facts and reasons that give rise to the request for incorporation.

V.

Through office 366-III-1018/13 dated December 11, 2013, the information mentioned in Background IV above was sent to the National Commission of Insurance and Sureties and the request for opinion to said Commission was reiterated, which had been requested through office 366-III-553/13.

VI.

Through a written submission dated December 18, 2013, Grupo Financiero Aserta, S.A. de C.V. sends to the Bank of Mexico the draft share purchase agreements to be celebrated between Mr. José Manuel Campero Pardo and Mr. Francisco Hernández Gómez with Grupo Financiero Aserta, S.A. de C.V., as well as the financial statements of Corporación de Servicios San José, S.A. de C.V. for the fiscal years 2011 and 2012 and the report of independent auditors dated January 31, 2013, copying this Insurance, Pensions and Social Security Unit.

VII.

With a written submission dated September 19, 2014, Grupo Financiero Aserta, S.A. de C.V. sends corrections to the minutes of the extraordinary general shareholders meeting of Grupo Financiero Aserta, S.A. de C.V. of September 24, 2014, as well as the share purchase agreements celebrated by Mr. José Manuel Campero Pardo and Mr. Francisco Hernández Gómez with Grupo Financiero Aserta, S.A. de C.V. Likewise, they send the modification to article two of the social bylaws of Grupo Financiero Aserta, S.A. de C.V., which will remain as follows:

"ARTICLE TWO.- Share Participation. The society will participate in the capital of the following financial and auxiliary entities:

1) Afianzadora Aserta, S.A. de C.V., Grupo Financiero Aserta.

2) Afianzadora Insurgentes, S.A. de C.V., Grupo Financiero Aserta.

3) Alcanza Seguros, S.A. de C.V.

4) Corporación de Servicios San José, S.A. de C.V. Grupo Financiero Aserta."

VIII.

With a written submission dated October 10, 2014, Grupo Financiero Aserta, S.A. de C.V. informs this Ministry that Corporación de Servicios San José, S.A. de C.V. has transferred 0.56% of the shares it held title to in said financial group.

IX.

With a written submission dated October 23, 2014, Grupo Financiero Aserta, S.A. de C.V. and in extension to their previously presented writings confirm that, Grupo Financiero Aserta, S.A. de C.V. will acquire 98% of the shares of the company named Corporación de Servicios San José, S.A. de C.V.

CONSIDERATIONS

1.

That the National Commission of Insurance and Sureties, through office 06-367-II-1.1/00869 dated February 10, 2014 and the Bank of Mexico, through office OFI/S33-002-10406 dated February 21, 2014 expressed their favorable opinion, so that this Ministry authorizes what was requested.

2.

That the requests referred to in Background I, comply with the requirements established in articles 9, 10 and 17 of the Law to Regulate Financial Groups applicable to the procedure for authorization for the incorporation of a company that will provide complementary or auxiliary services to the controlling society of Grupo Financiero Aserta, S.A. de C.V., as well as the requirements indicated in article 17 of said Law for the approval of the modifications to the social bylaws of Grupo Financiero Aserta, S.A. de C.V.

3.

That Grupo Financiero Aserta, S.A. de C.V. when acquiring 98% of the shares, representative of the paid-up capital of Corporación de Servicios San José, S.A. de C.V. will have administrative control of the same, as required by the Fourth of the General Rules for the Constitution and Operation of Financial Groups.

RESOLUTION

FIRST.- The incorporation of Corporación de Servicios San José, S.A. de C.V. into Grupo Financiero Aserta, S.A. de C.V. is authorized, and for this purpose the acquisition by said Financial Group of 98% of the shares representative of the paid-up capital thereof.

SECOND.- The incorporation referred to shall take effect from the date on which this authorization and the incorporation agreements adopted by the respective shareholders' meetings are registered in the corresponding Public Commerce Registry, in accordance with what is provided in article 10, fraction IV of the Law to Regulate Financial Groups.

THIRD.- The authorization for the incorporation of Corporación de Servicios San José, S.A. de C.V. into the financial group in question, is granted under the understanding that creditors of any of the societies, even of the other financial entities forming part of the financial group, may oppose judicially, solely for the purpose of obtaining payment of their credits, without such opposition suspending the incorporation in question, in terms of what is provided in article 10, fraction VI of the Law to Regulate Financial Groups.

FOURTH.- The modification to article two of the social bylaws of Grupo Financiero Aserta, S.A. de C.V. is approved, to remain in the following terms:

"ARTICLE TWO.- Share Participation. The society will participate in the capital of the following financial entities:

1) Afianzadora Aserta, S.A. de C.V., Grupo Financiero Aserta.

2) Afianzadora Insurgentes, S.A. de C.V., Grupo Financiero Aserta.

3) Alcanza Seguros, S.A. de C.V.

4) Corporación de Servicios San José, S.A. de C.V. Grupo Financiero Aserta."

FIFTH.- Grupo Financiero Aserta, S.A. de C.V. must present, within three months following the date of this office letter, the first original testimony and three simple copies of the public deed, with data of inscription in the Public Commerce Registry, in which the modification to the bylaws of that controlling society is formalized in the terms approved in the previous operative clause.

Likewise, it must send to this agency a simple copy of the publication it carries out of the incorporation agreements in the Official Gazette of the Federation and in two widely circulated newspapers of the domicile of the societies in question, in terms of article 10, fraction V of the Law to Regulate Financial Groups.

SIXTH.- In the realization of the legal act of incorporation, the rights of creditors and the general public must be protected at all times, in accordance with article 10, fraction III of the Law to Regulate Financial Groups.

This authorization must be published in the Official Gazette of the Federation in terms of what is provided in article 13 of the Law to Regulate Financial Groups, at the expense of Grupo Financiero Aserta, S.A. de C.V.

This authorization, as well as the respective approval, are issued based on the information and documentation provided by the petitioner and is limited exclusively to the acts and operations indicated in this Resolution, which, in accordance with the applicable provisions, competes to resolve by this Ministry, through this Insurance, Pensions and Social Security Unit, and does not imply any pronouncement on the carrying out of any corporate act that the society carries out that implies prior authorization or approval by financial, tax or any other authorities, in terms of current regulations, therefore it does not prejudge nor validate the legality or validity thereof.

Respectfully,

Mexico, D.F. on November 3, 2014.- The Assistant General Director, Yolanda Torres Segarra.- Rubric.

THE ASSISTANT GENERAL DIRECTORATE FOR INSURANCE, SURETIES AND PENSIONS OF THE INSURANCE, PENSIONS AND SOCIAL SECURITY UNIT OF THE MINISTRY OF FINANCE AND PUBLIC CREDIT, LIC.
YOLANDA TORRES SEGARRA, IN ACCORDANCE WITH WHAT IS PROVIDED BY ARTICLES 36 FRACTION VI AND 107 FRACTION II, OF THE INTERNAL REGULATIONS OF THE MINISTRY OF FINANCE AND PUBLIC CREDIT.

CERTIFIES

That these photocopies are a faithful and exact reproduction of the original document that was viewed and of which a copy exists in the file formed in the archive of the Insurance, Pensions and Social Security Unit with number 366-III-0905/14 corresponding to the office letter by which the incorporation of Servicios San José, S.A. de C.V. into Grupo Financiero Aserta, S.A. de C.V. is authorized.

THIS CERTIFICATION IS ISSUED IN THE CITY OF MEXICO, ON THE TWENTY-NINTH DAY OF THE MONTH OF MAY OF THE YEAR TWO THOUSAND FIFTEEN, COMPRISES FIVE USEFUL WRITTEN SHEETS TWO ON BOTH SIDES AND ONE ON A SINGLE SIDE, PROPERLY SEALED AND CHECKED, PUTTING THIS CERTIFICATION AT THE REVERSE OF THE LAST SHEET. LET IT BE.- RUBRIC.

(R.- 432612)

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