Authorization of the merger of CF Credit Services, S.A. de C.V. with Sociedad Financiera Inbursa, S.A. de C.V., adopting the name SOFOM Inbursa, S.A. de C.V.

DOF: 01/06/2017

OFFICE LETTER authorizing the merger of CF Credit Services, S

At the margin, a seal with the National Coat of Arms, 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/030/2017.

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

Present

This Ministry of Finance and Public Credit, through the Unit of Banking, Securities and Savings, based on the provisions of articles 31, fraction XXXIV of the Organic Law of the Federal Public Administration, 17 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

1.

Through writings received in this Administrative Unit on July 22 and August 29, both of 2016, the lawyer Guillermo René Caballero Padilla, in his capacity as legal representative of " Grupo Financiero Inbursa, S.A.B. de C.V. ", of " CF Credit Services, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa " and of " Sociedad Financiera Inbursa, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa ", personality that has been duly accredited before this Department, requested authorization and approval of this Ministry for its represented entities to carry out the following legal acts:

a)

The merger of " CF Credit Services, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa ", in its capacity as the merging society with " Sociedad Financiera Inbursa, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa ", as the merged society that extinguishes, changing the merging society its denomination to " SOFOM Inbursa, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa ".

b)

The modification of Article Two of the bylaws of that Financial Group to eliminate the reference to " Sociedad Financiera Inbursa, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa ", as well as to contemplate the change of denomination of the merging society to " SOFOM Inbursa, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa ".

c)

The modification of the Single Liability Agreement that that Controlling Society has celebrated with the financial entities that are part of the Financial Group, in virtue of the legal acts in question.

2.

Regarding this, the Deputy General Directorate 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 the provisions of articles 17, in relation to the last paragraph of 19 and 20 of the Law to Regulate Financial Groups, through offices UBVA/DGABV/616/2016 and UBVA/DGABV/617/2016 of July 28, UBVA/DGABV/762/2016 and UBVA/DGABV/763/2016 of September 1, all of 2016, requested the opinion of the Bank of Mexico and of 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/618/2016 of July 28 and UBVA/DGABV/764/2016 of September 1, both of 2016, requested the opinion of the Deputy General Directorate of Financial Analysis and International Linkage, attached to this Unit of Banking, Securities and Savings.

3.

Through office UBVA/DGABV/868/2016 of October 17, 2016, this Administrative Unit through the Deputy General Directorate of Banking and Securities, communicated to " Grupo Financiero Inbursa, 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 and in the terms of the proposal presented, the following:

a)

First Testimony and three simple copies of the public deed in which the protocolization of the Act of the Extraordinary General Shareholders' Meeting of " CF Credit Services, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa ", in which it is agreed, among others, its merger as a merging society with " Sociedad Financiera Inbursa, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa ", as a merged society that extinguishes, and its change of denomination to " SOFOM Inbursa, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa ".

b)

First Testimony and three simple copies of the public deed in which the protocolization of the Act of the Extraordinary General Shareholders' Meeting of " Sociedad Financiera Inbursa, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa ", in which it is agreed, among others, its merger as a merged society with " CF Credit Services, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa ", in its capacity as the merging society.

c)

First Testimony and three simple copies of the public deed in which the protocolization of the merger agreement celebrated between " CF Credit Services, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa " as merging society, with " Sociedad Financiera Inbursa, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa ", as merged society.

d)

First Testimony and three 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. ", in which it is agreed the modification of Article Two of its bylaws and of the Single Liability Agreement, to eliminate the reference to " Sociedad Financiera Inbursa, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa " and contemplate the change of denomination of the merging society to " SOFOM Inbursa, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa ", as well as the reexpression of the Single Liability Agreement that that Controlling Society has celebrated with the financial entities that are part of the respective Financial Group, in virtue of the acts in question.

4.

Through a writing received in this Administrative Unit on November 29, 2016, the lawyer Guillermo René Caballero Padilla, on behalf of " Grupo Financiero Inbursa, S.A.B. de C.V. ", remit the following documentation:

a)

First Testimony and three simple copies of public deed No. 99,135 of November 25 of 2016, granted before the notary public lawyer Javier Ceballos Lujambio, Holder of Notary No. 110 of the City of Mexico, in which the protocolization of the Acts of the Extraordinary General Shareholders' Meetings of " CF Credit Services, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa " and of " Sociedad Financiera Inbursa, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa ", held on November 17, 2016, is recorded, in which the merger of " CF Credit Services, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa " as merging society with " Sociedad Financiera Inbursa, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa ", as merged society that extinguishes, changing the merging society its denomination to " SOFOM Inbursa, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa ", as well as the Merger Agreement celebrated on that same date between both financial entities.

b)

First Testimony and three simple copies of public deed No. 99,136 of November 25 of 2016, granted before the aforementioned Notary, in which the protocolization of the Act of the Extraordinary General Shareholders' Meeting of " Grupo Financiero Inbursa, S.A.B. de C.V. " held on November 17, 2016, is recorded, in which the modification of Article Two of its bylaws and of the Single Liability Agreement was agreed, to eliminate the reference to " Sociedad Financiera Inbursa, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa " and contemplate the change of denomination of the merging society to " SOFOM Inbursa, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa ", as well as the reexpression of the Single Liability Agreement that that Controlling Society has celebrated with the financial entities that are part of said Financial Group, in virtue of the acts in question.

CONSIDERING

1.

That the Bank of Mexico through office OFI/S33-002-16967 received on October 3, 2016, expressed its favorable opinion in order that this Ministry authorize what was requested.

2.

That the National Banking and Securities Commission, through office 312-2/114013/2016 received on September 22 of 2016, expressed its favorable opinion for this Ministry to authorize the merger of " CF Credit Services, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa ", in its capacity as merging society with " Sociedad Financiera Inbursa, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa ", as merged society, approve the modification to the bylaws of " Grupo Financiero Inbursa, S.A.B. de C.V. ", as well as that of its Single Liability Agreement, in order to suppress the reference to Sociedad Financiera Inbursa and contemplate the change of denomination of " CF Credit Services, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa " by that of " SOFOM Inbursa, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa ".

3.

That the Deputy General Directorate of Financial Analysis and International Linkage, through office UBVA/DGAAF/128/2016 received on October 14, 2016, expressed that from the financial point of view it has no objection to authorizing the promoters what was requested.

4.

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 procedures for authorization for the merger of two or more financial entities that are part of the same financial group and for approval for the modification of the bylaws and of the Single Liability Agreement, and

5.

That once the information and documentation presented by " Grupo Financiero Inbursa, S.A.B. de C.V. " has been analyzed, and after hearing the opinions of the Bank of Mexico and of the National Banking and Securities Commission, 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 merger of " CF Credit Services, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa ", as merging society with " Sociedad Financiera Inbursa, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa ", as merged society that extinguishes, adopting the merging society the denomination of " SOFOM Inbursa, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa ", in the terms agreed by both societies in their respective Extraordinary General Shareholders' Meetings held on November 17, 2016, whose acts were protocolized through public deed No. 99,135 of November 25, 2016, granted before the notary public lawyer Javier Ceballos Lujambio, Holder of Notary No. 110 of the City of Mexico.

This authorization is subject to the resolutive condition that no be sent to this Ministry, the proof of entry of the Public Deed in which the merger 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 authorized merger will take effect from the date on which this authorization and the public instruments in which the Shareholders' Meeting agreements regarding the merger are recorded, are registered in the corresponding Public Commerce Registry, in accordance with the provisions of the first paragraph of article 19 of the Law to Regulate Financial Groups, must inform this Ministry about the date and other data related to the cited registration within a period of ten business days counted from the date on which it has been verified.

THIRD.-

This authorization as well as the merger agreements adopted by the respective Shareholders' Meetings must be published in the Official Journal of the Federation in terms of what is provided in the second paragraph of article 19 of the Law to Regulate Financial Groups, at the expense of " Grupo Financiero Inbursa, S.A.B. de C.V. ".

The carrying out of the 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.

FOURTH.-

The modification of Article Two of the bylaws of " Grupo Financiero Inbursa, S.A.B. de C.V. " is approved, in the terms agreed by its General Extraordinary Shareholders' Meeting held on November 17, 2016, protocolized through public deed No. 99,136 of November 25, 2016 granted before the notary public lawyer Javier Ceballos Lujambio, Holder of Notary No. 110 of the City of Mexico.

FIFTH.-

The modification of the Single Liability Agreement celebrated between " Grupo Financiero Inbursa, S.A.B. de C.V. " with the financial entities that are part of the respective financial group, protocolized through public deed number 99,136 of November 25 of 2016, granted before the aforementioned Notary, is approved.

Finally, the First Testimonies of the Public Deeds that were annexed to its writing are returned to " Grupo Financiero Inbursa, S.A.B. de C.V. ", with the indication that it must inform this Department about the date and other data related to the registration that it carries out of the same before the Public Registry of Commerce respectively, within a period of ten business days counted from the date on which such registrations are verified.

This authorization and approvals are issued based on the information and documentation provided by " Grupo Financiero Inbursa, S.A.B. de C.V. ", " CF Credit Services, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa " and " Sociedad Financiera Inbursa, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Inbursa ", and are limited exclusively to the acts and operations that, in accordance with the applicable provisions, fall within the competence of this Unit of Banking, Securities and Savings and do not prejudge the carrying out of any corporate act that said Societies carry out, which imply the prior authorization or approval of financial, tax or any other authorities, in terms of the current regulations.

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

Sincerely

Mexico City, April 20, 2017.- The Head of the Unit, José Bernardo González Rosas .- Rubric.

(R.- 449819)

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