Memorandum authorizing separation of Operadora de Fondos de Inversión, Grupo Financiero Ve por Más, S.A. de C.V., Investment Fund Operator Society, Grupo Financiero Ve por Más, as financial entity member of Grupo Financiero Ve por Más, S.A. de C.V.

Official Gazette of the Federation: 12/10/2023

OFFICE MEMORANDUM authorizing the separation of Operadora de Fondos de Inversión, Grupo Financiero Ve por Más, S

On the margin a seal with the National Shield, which says: United Mexican States.- FINANCE.- Secretariat of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Banking, Securities and Savings Unit.- Office Memorandum No. UBVA/378/2022.

GRUPO FINANCIERO VE POR MÁS, S.A. DE C.V.

P R E S E N T

The Secretariat of Finance and Public Credit, through the Banking, Securities and Savings Unit, based on the provisions of articles 31, section XXXII of the Organic Law of the Federal Public Administration; 16 in relation to 19, last paragraph, of the Law to Regulate Financial Groups; in exercise of the authority conferred by article 27, section XII of the Internal Regulations of the Secretariat of Finance and Public Credit; and in attention to the following:

BACKGROUND

I.

By means of a written document received in this Administrative Unit on August 2, 2022, "Grupo Financiero Ve por Más, S.A. de C.V." requested authorization and approval from this Secretariat, as appropriate, for:

A.

The separation of "Operadora de Fondos de Inversión Ve por Más, S.A. de C.V., Sociedad Operadora de Fondos de Inversión, Grupo Financiero Ve por Más", as a financial entity member of that Financial Group, as a consequence of its dissolution and liquidation.

B.

Derived from the above, and in order to eliminate the reference to the aforementioned Operator Society, modify:

a)

The Second Clause of the corporate statutes of that Controlling Society, and

b)

The Single Responsibility Agreement that that Controlling Society has entered into with the financial entities that integrate the respective Financial Group.

II.

By means of office memorandum UBVA/DGABV/430/2022 dated September 2, 2022, the Deputy General Directorate of Banking and Securities requested the opinion of the Bank of Mexico.

III.

By means of office memorandum UBVA/DGABV/431/2022 dated September 2, 2022, the Deputy General Directorate of Banking and Securities requested the opinion of the National Banking and Securities Commission.

IV.

By means of office memorandum UBVA/DGABV/432/2022 dated September 2, 2022, the Deputy General Directorate of Banking and Securities requested the opinion of the Deputy General Directorate of Financial Analysis and International Liaison, attached to this Administrative Unit; and

CONSIDERATIONS

1.

That the Secretariat of Finance and Public Credit, through its Banking, Securities and Savings Unit, is competent to authorize the separation of any of the financial entities members of a financial group, in terms of article 16 in relation to article 19, last paragraph, of the Law to Regulate Financial Groups and in exercise of the authority conferred by article 27, section XII, of the Internal Regulations of this Secretariat;

2.

That by means of office memorandum 312-2/10039034/2021 dated November 11, 2021, the National Banking and Securities Commission, through the General Directorates of Authorizations to the Financial System and of Supervision of Investment Funds, communicated to "Operadora de Fondos de Inversión Ve por Más, S.A. de C.V., Sociedad Operadora de Fondos de Inversión, Grupo Financiero Ve por Más", that the Governing Board of said Commission in session held on October 27, 2021, agreed to revoke the authorization for the organization and operation of that Society as an investment fund operator society;

3.

That as evidenced by public deed no. 92,536 dated June 7, 2022, "Operadora de Fondos de Inversión Ve por Más, S.A. de C.V., Sociedad Operadora de Fondos de Inversión, Grupo Financiero Ve por Más", approved in an extraordinary general shareholders' meeting held on March 17, 2022, among other topics, the liquidator's report, as well as the liquidation balance sheet of that Society as of November 30, 2021;

4.

That by means of office memorandum OFI002-635 dated November 1, 2022, the Bank of Mexico through the Deputy Management of Authorizations and the Management of Authorizations and Queries of Central Banking, expressed a favorable opinion to the effect that this Secretariat authorizes what is requested;

5.

That by means of office memorandum 312-2/2511897/2022 dated November 28, 2022, the National Banking and Securities Commission through the General Directorates of Authorizations to the Financial System and, of Supervision of Groups and Financial Intermediaries D, expressed a favorable opinion to the effect that this Secretariat authorizes and approves the acts in question, in the terms of the proposal presented;

6.

That by means of office memorandum UBVA/DGAAFVI/122/2022 dated December 1, 2022, the Deputy General Directorate of Financial Analysis and International Liaison, stated that from a financial point of view it observes no inconvenience to grant the corresponding authorization to the promoter;

7.

That the promoter society accredited total compliance with the requirements established by article 16 of the Law to Regulate Financial Groups, to request authorization from this Secretariat to carry out the separation described in section A, of Background I of this office memorandum, which were added to the respective file;

8.

That in accordance with the "General provisions for the registration of financial service providers", it is the obligation of Financial Institutions to provide the National Commission for the Protection and Defense of Users of Financial Services with information regarding the update of their corporate information, whenever they have a new corporate act or change, and

9.

That once the analysis of the documentation exhibited by the promoter society in compliance with article 15 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 admissibility of the mergers in question; therefore it sees fit to issue the following:

RESOLUTION

FIRST.-

The separation of "Operadora de Fondos de Inversión Ve por Más, S.A. de C.V., Sociedad Operadora de Fondos de Inversión, Grupo Financiero Ve por Más", as a financial entity member of "Grupo Financiero Ve por Más, S.A. de C.V.", is authorized, as a consequence of its dissolution and liquidation, in accordance with the terms provided in the draft Minutes of the Extraordinary General Shareholders' Meeting of "Grupo Financiero Ve por Más, S.A. de C.V", presented to this Secretariat; subject to the conditions established in Resolution FIFTH of this office memorandum.

SECOND.-

The separation authorized in this office memorandum shall take effect from the date on which this authorization and the public instrument in which the separation 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.

THIRD.-

"Grupo Financiero Ve por Más, S.A. de C.V.", shall exhibit to this Administrative Unit, within the forty business days following its verification the following:

A.

Certified copy of the first certified copy of the public deed in which the protocolization of the Minutes of the Extraordinary General Shareholders' Meeting of "Grupo Financiero Ve por Más, S.A. de C.V." is recorded, in which the separation of "Operadora de Fondos de Inversión Ve por Más, S.A. de C.V., Sociedad Operadora de Fondos de Inversión, Grupo Financiero Ve por Más", as a financial entity member of that Financial Group is agreed, the content of which must be in accordance with the terms presented to this Secretariat, and

B.

The document that accredits the cancellation of the commercial folio and the registration of "Operadora de Fondos de Inversión Ve por Más, S.A. de C.V., Sociedad Operadora de Fondos de Inversión, Grupo Financiero Ve por Más", in the respective Public Registry of Property and Commerce.

FOURTH.-

"Grupo Financiero Ve por Más, S.A. de C.V.", shall exhibit to this Administrative Unit, within the period granted in Resolution THIRD above, a simple copy of the registration certificates before the Public Registry of Commerce, of the public deed referred to in said Resolution THIRD, it being understood that, as corresponds to the reform to the corporate statutes of the Controlling Society, as well as the modification of the Single Responsibility Agreement that that Controlling Society has entered into with the financial entities members of the financial group, their registration shall proceed once the approval of this Secretariat is obtained.

Likewise, "Grupo Financiero Ve por Más, S.A. de C.V.", shall send to this Banking, Securities and Savings Unit, a simple copy of the documentation in which the date and other data relative to the respective registration are recorded, within the period of ten business days following that in which they are obtained.

FIFTH.-

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

a)

That the Extraordinary General Shareholders' Meeting of "Grupo Financiero Ve por Más, S.A. de C.V.", agrees to the separation of "Operadora de Fondos de Inversión Ve por Más, S.A. de C.V., Sociedad Operadora de Fondos de Inversión, Grupo Financiero Ve por Más", as a financial entity member of that Financial Group, in terms different from the proposal presented to this Secretariat; or else;

b)

That for reasons attributable to "Grupo Financiero Ve por Más, S.A. de C.V.", the public deed indicated in Resolution THIRD of this office memorandum is not entered before the Public Registry of Commerce for its registration, within the period referred to in said Resolution THIRD of this office memorandum, and

c)

That the cancellation of the commercial folio and the registration of "Operadora de Fondos de Inversión Ve por Más, S.A. de C.V., Sociedad Operadora de Fondos de Inversión, Grupo Financiero Ve por Más", in the respective Public Registry of Property and Commerce, is not sent to this Administrative Unit, within the period referred to in said Resolution THIRD of this office memorandum.

SIXTH.-

This authorization and the respective separation agreements, must be published in the Official Gazette of the Federation in terms of the provisions of the second paragraph of article 19 of the Law to Regulate Financial Groups, at the cost of "Grupo Financiero Ve por Más, S.A. de C.V."

The realization of the aforementioned publication must be notified to this Administrative Unit, attaching a copy of the documentation that accredits it, within the five business days following the date on which said publication is verified.

SEVENTH.-

In order for this Banking, Securities and Savings Unit to be in a position to approve the modification of the Second Clause of the corporate statutes of "Grupo Financiero Ve por Más, S.A. de C.V.", as well as of the Single Responsibility Agreement that that Controlling Society has entered into with the financial entities members of the financial group, it informs you that prior to their registration, you must send, within the twenty business days following the date on which they are carried out, and in the terms of the projects presented, the following:

A.

First Certified Copy and two simple copies of the public deed in which the protocolization of the Minutes of the Extraordinary General Shareholders' Meeting of "Grupo Financiero Ve por Más, S.A. de C.V." is recorded, in which the modification of the Second Clause of its corporate statutes and of the Single Responsibility Agreement is agreed, in order to contemplate the separation of "Operadora de Fondos de Inversión Ve por Más, S.A. de C.V., Sociedad Operadora de Fondos de Inversión, Grupo Financiero Ve por Más", as a financial entity member of that Financial Group, and

B.

First Certified Copy and two simple copies of the public deed in which the protocolization of the Modifying Agreement to the Single Responsibility Agreement is recorded, in order to contemplate the incorporation in question.

EIGHTH.-

In terms of the provisions of the Twenty-Fourth of the General provisions for the registration of financial service providers, "Grupo Financiero Ve por Más, S.A. de C.V.", must inform through the Financial Service Providers Registry Portal (SIPRES) in charge of the National Commission for the Protection and Defense of Users of Financial Services (CONDUSEF), the separation authorized in Resolution FIRST of this office memorandum.

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

Without further particularity, I take the opportunity to send you a cordial greeting.

Sincerely

Mexico City, December 15, 2022. - The Head of the Unit, Alfredo Federico Navarrete Martínez.- Signature.

(R.- 543149)

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