Authorization of the Merger of CBM Banco, S.A. with the New Entity Resulting from the Spin-off of Banco Nacional de México, S.A.

DOF: 04/04/2025

OFFICE through which the merger of CBM Banco, S.A. is authorized

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.- Office No. UBVA/215/2024.

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

PRESENT

CBM BANCO, S.A., MULTIPLE BANKING INSTITUTION,

MEMBER OF THE CITIBANAMEX FINANCIAL GROUP,

PRESENT

The Ministry of Finance and Public Credit, through 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; 17, in relation to article 19, last paragraph of the Law to Regulate Financial Groups; and in exercise of the attribution conferred by article 15, fraction XII of the Internal Regulations of the Ministry of Finance and Public Credit, and in attention to the following:

BACKGROUND

I.

Through a document received in this Administrative Unit on January 3, 2024, and its extensions on March 1, May 20, June 13, August 2, 19 and 26, and September 9, all of 2024, through which "Grupo Financiero Citibanamex, S.A. de C.V." and "CBM Banco, S.A., Multiple Banking Institution, member of the Citibanamex Financial Group" requested authorization from this Ministry to carry out the merger of "CBM Banco, S.A., Multiple Banking Institution, member of the Citibanamex Financial Group", as the merging society that survives, with the new society, resulting from the spin-off of "Banco Nacional de México, S.A., member of the Banamex Financial Group", as the merged society that is extinguished.

II.

Through office UBVA/CBV/015/2024 dated January 12, 2024, and its extensions UBVA/CBV/070/2024, UBVA/CBV/158/2024, UBVA/CBV/199/2024, UBVA/CBV/246/2024, UBVA/CBV/288/2024, UBVA/CBV/299/2024 and UBVA/CBV/321/2024 dated March 4, May 22, June 18, August 5, 22 and 27, and September 10, all of 2024, respectively, issued by the Banking and Securities Coordination, attached to this Unit of Banking, Securities and Savings, the opinion of the Bank of Mexico was requested.

III.

Through office UBVA/CBV/016/2024 dated January 12, 2024, and its extensions UBVA/CBV/071/2024, UBVA/CBV/159/2024, UBVA/CBV/200/2024, UBVA/CBV/247/2024, UBVA/CBV/289/2024, UBVA/CBV/300/2024 and UBVA/CBV/322/2024 dated March 4, May 22, June 18, August 5, 22 and 27, and September 10, all of 2024, respectively, issued by the Banking and Securities Coordination, attached to this Unit of Banking, Securities and Savings, the opinion of the National Banking and Securities Commission was requested;

IV.

Through offices UBVA/CBV/017/2024 dated January 12, 2024, and its extensions UBVA/CBV/072/2024, UBVA/CBV/160/2024, UBVA/CBV/201/2024, UBVA/CBV/248/2024, UBVA/CBV/290/2024, UBVA/CBV/301/2024, UBVA/CBV/310/2024 and UBVA/CBV/323/2024 dated March 4, May 22, June 18, August 5, 22 and 27, September 3 and 10, all of 2024, respectively, issued by the Banking and Securities Coordination, the opinion of the Financial Analysis and International Linkage Coordination was requested, both attached to this Administrative Unit;

CONSIDERING

That the Ministry of Finance and Public Credit, through the Unit of Banking, Securities and Savings, is competent to authorize the merger of a financial entity that is part of a financial group with any society, in terms of article 17, in relation to article 19, last paragraph of the Law to Regulate Financial Groups, and in exercise of the attribution conferred by article 15, fraction XII of the Internal Regulations of this Ministry.

That through office OFI002-856 dated September 24, 2024, the Bank of Mexico through the Directions of Authorizations and Sanctions of Central Banking and of Regulation and Supervision, expressed a favorable opinion so that this Ministry authorizes what was requested.

That through office 312-3/42765/2024 dated September 24, 2024, the National Banking and Securities Commission through the General Directions of Authorizations to the Financial System and of Supervision of Groups and Financial Intermediaries F, expressed a favorable opinion so that this Ministry authorizes what was requested, in terms of the proposal presented;

That through offices UBVA/CAFVI/066/2024 and UBVA/CAFVI/073/2024 dated August 16 and September 12, both of 2024, respectively, the Financial Analysis and International Linkage Coordination, attached to the Unit of Banking, Securities and Savings, stated that from a financial point of view it does not observe any inconvenience to grant the promoters the corresponding authorization;

That the Promoting Societies proved full compliance with the requirements established in article 17 of the Law to Regulate Financial Groups, to request authorization from this Ministry in order to carry out the merger described in Background I of this office, which were attached to the respective file; and

That once the analysis of the documentation presented by the promoting societies in compliance with article 17 of the Law to Regulate Financial Groups was carried out and the opinions of the consulted bodies were obtained, in terms of the proposal presented, no legal, accounting, financial or operational impediments are observed regarding the feasibility of the merger described in Background I of this office; therefore, it deems it appropriate to issue the following:

RESOLUTION

FIRST.-

The merger of "CBM Banco, S.A., Multiple Banking Institution, member of the Citibanamex Financial Group", as the merging society that survives, with the new society, resulting from the spin-off of "Banco Nacional de México, S.A., member of the Banamex Financial Group", as the merged society that is extinguished, is authorized, in accordance with the terms provided in the respective drafts of the Extraordinary General Shareholders' Meeting Minutes of "CBM Banco, S.A., Multiple Banking Institution, member of the Citibanamex Financial Group", subject to the conditions established in the FOURTH Resolutive of this office.

SECOND.-

"CBM Banco, S.A., Multiple Banking Institution, member of the Citibanamex Financial Group" must present to this Administrative Unit, within forty business days following the date on which they are recorded before a public notary, the following instruments, the content of which must correspond with the terms in which their respective drafts were presented to this Ministry:

A.

Certified copy of the First Testimony of the public deed in which the protocolization of the Unanimous Shareholder Resolutions adopted outside of a Shareholders' Meeting of "CBM Banco, S.A., Multiple Banking Institution, member of the Citibanamex Financial Group" is recorded, in which its merger is agreed upon, as the merging society that survives, with the new society, resulting from the spin-off of "Banco Nacional de México, S.A., member of the Banamex Financial Group", as the merged society that is extinguished.

B.

Certified copy of the First Testimony of the public deed in which the protocolization of the Unanimous Shareholder Resolutions adopted outside of a Shareholders' Meeting of the new society, resulting from the spin-off of "Banco Nacional de México, S.A., member of the Banamex Financial Group", is recorded, in which its merger is agreed upon, as the merged society that is extinguished, with "CBM Banco, S.A., Multiple Banking Institution, member of the Citibanamex Financial Group".

THIRD.-

"CBM Banco, S.A., Multiple Banking Institution, member of the Citibanamex Financial Group" must present to this Administrative Unit, within the deadline granted in the PREVIOUS Resolutive SECOND, a simple copy of the certificates of entry before the Public Registry of Commerce, of the public deeds indicated in subsections A and B of the said Resolutive SECOND.

Likewise, "CBM Banco, S.A., Multiple Banking Institution, member of the Citibanamex Financial Group" must send to this Unit of Banking, Securities and Savings, a simple copy of the documentation in which the date and other data related to the respective registrations are recorded, within a deadline of ten business days following the date on which they are obtained.

FOURTH.-

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

a)

That the respective Unanimous Shareholder Resolutions adopted outside of a Shareholders' Meeting of "CBM Banco, S.A., Multiple Banking Institution, member of the Citibanamex Financial Group" and of the new society, resulting from the spin-off of "Banco Nacional de México, S.A., member of the Banamex Financial Group", agree on their merger in terms different from the proposal presented before this Ministry; or,

b)

That for reasons attributable to "CBM Banco, S.A., Multiple Banking Institution, member of the Citibanamex Financial Group", the public deeds indicated in subsections A and B of the SECOND Resolutive of this office are not entered before the Public Registry of Commerce for their registration, within the deadline referred to in the same.

FIFTH.-

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

SIXTH.-

This authorization and the respective merger agreements must be published in the Official Journal of the Federation, in terms of the provisions of the second paragraph of article 19 of the Law to Regulate Financial Groups, at the expense of "CBM Banco, S.A., Multiple Banking Institution, member of the Citibanamex Financial Group".

The carrying out of said 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.

SEVENTH.-

In terms of what is established by the Twenty-Fourth of the General Provisions for the Registration of Financial Service Providers, "CBM Banco, S.A., Multiple Banking Institution, member of the Citibanamex Financial Group", 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 merger authorized in the FIRST Resolutive of this office.

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

This resolution is issued in three original copies for the legal effects that may arise.

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

Sincerely

Mexico City, September 24, 2024.- The Head, Alfredo Federico Navarrete Martínez.-

Rubric.

(R.- 562758)

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