Circular 31/2009 — Amending Circular 115/2002

CIRCULAR 31/2009 Mexico, D.F., December 17, 2009. TO THE BROKERAGE HOUSES: SUBJECT: AMENDMENTS TO CIRCULAR 115/2002

The Bank of Mexico, based on the provisions of Article 28 of the Political Constitution of the United Mexican States, paragraphs sixth and seventh; Articles 24 and 26 of the Bank of Mexico Law; Article 176 of the Securities Market Law; Article 22 of the Law for Transparency and Orderly Regulation of Financial Services; paragraphs third and sixth of Article 8, Article 10, Article 14 in relation to Article 25 fraction II, and Article 17 fraction I of the Internal Regulations of the Bank of Mexico, which provide the attribution of the Central Bank, through the General Directorate of Financial System Analysis and the Directorate of Central Bank Regulations, respectively, to issue provisions; the Single Clause of the Agreement on the Affiliation of the Administrative Units of the Bank of Mexico, fractions III and IV, with the objective of promoting the sound development of the financial system, considering:

i) The request made by the Mexican Association of Stock Market Intermediaries to clarify that, under Circular 115/2002, regarding credits that brokerage houses grant to their clients for the purchase of shares, in which said intermediaries settle the total operation in cash, it is not necessary to sell the shares, securities, or shares of investment companies granted as collateral by the borrower, which must have a value of at least one hundred percent of the shares purchased, and

ii) The convenience of making various clarifications regarding said topic.

It has resolved to modify paragraphs CB.1.6.1, in the definition Shares, CB.1.6.2, subsection a), and CB.1.6.3, of Circular 115/2002, to read as follows:

CB.1.6 CREDITS FOR THE PURCHASE OR SALE OF SHARES

“CB.1.6.1 DEFINITIONS ... Shares: the titles representing the social capital of companies domiciled in any of the Reference Countries that are: i) registered in the National Securities Registry (RNV) or ii) listed in the International Quotation System (SIC), including ordinary participation certificates regarding said titles, as well as contribution certificates representing the social capital of development banking institutions, when they are registered in the aforementioned Registry. The aforementioned titles must be classified as high or medium marketability, according to the criteria of the Mexican Stock Exchange, S.A.B. de C.V. ... ”

“CB.1.6.2 OPERATIONS a) Purchase of Shares with credit

Brokerage houses may grant credits in national currency to their clients so that they can buy Shares. The date of the agreement for the purchase of Shares must coincide with the date of the agreement for the respective credit. Likewise, the settlement date of the purchase and the disbursement of the credit must be the same.

By no later than the settlement date of the purchase of Shares, the client must contribute in cash at least fifty percent of the acquisition value of the Shares or, alternatively, grant as collateral in favor of the brokerage house, other Shares, Securities, or shares of investment companies for an amount that is not less than one hundred percent of the acquisition value of the Shares subject to the purchase.

All Shares subject to the purchase must remain as collateral in favor of the same granting brokerage house, on the settlement date of the respective Share purchase operation. This is independent of the Shares, Securities, and shares of investment companies that, as applicable, the client grants as collateral as established in the previous paragraph.

At the time of making the purchase of the Shares, the Guarantee Coefficient indicated in paragraph CB.1.6.3 must be equal to or greater than 0.50.

Brokerage houses may grant these credits with their own capital or through financing obtained from financial entities or Foreign Financial Entities. b) . . .”

“CB.1.6.3 ADDITIONAL COLLATERAL REQUIREMENTS

Brokerage houses are obligated to request their clients to establish additional collateral to those provided at the start of each operation, when changes in the Market Value of the Shares occur, causing the Guarantee Coefficient to be lower than the minimum agreed upon by the parties.

To this effect, brokerage houses may receive as collateral Shares, Securities, cash, or shares of investment companies.

Such collateral may be established through stock pledge, pledge, guarantee trust, administration and payment trust, or bank deposits of money.

To comply with the foregoing, regarding the purchase of Shares with credit, the following formula must be applied:

Capital = PM – SD

where: PM = Is the Market Value of the position of the Shares purchased with credit and of the other Shares, Securities, or shares of investment companies delivered by the client as collateral, plus the cash contributions that the same client delivers. SD = Is the amount of the credit minus the amounts paid by the client to reduce the debt.

Likewise, with respect to the Loan of Securities for their sale, the following formula must be applied:

Capital = SA - PM

where: SA = Are the resources obtained from the sale of the Shares plus the cash contributed by the client as collateral, plus the Market Value of the Shares, Securities, or shares of investment companies that, as applicable, said client contributes as collateral. PM = Is the Market Value of the Shares sold minus the Market Value of the Shares purchased to reduce the position.

The Guarantee Coefficient will be the result obtained by dividing Capital by PM.

In the event that the Guarantee Coefficient becomes less than 0.25, brokerage houses must request the corresponding client to establish additional collateral so that said Guarantee Coefficient has at least a value of 0.25.

Clients must deliver the collateral referred to in this paragraph on the same day that the brokerage house requests it.

Brokerage houses may agree with their clients in the respective contract, the possibility of releasing collateral if the Guarantee Coefficient reaches a value greater than 0.50. This is always provided that upon releasing them, the Guarantee Coefficient is at least 0.50.”

T R A N S I T O R Y SINGLE. This Circular shall enter into force on December 22, 2009.