Notice Communicating the Agreement of the Board of Directors of the National Commission of Insurance and Sureties Modifying the Authorization Granted to Pensiones Banamex, S.A. de C.V. — SHCP — MX

DOF: 26/06/2025

OFFICE DOCUMENT communicating the Agreement of the Board of Directors of the National Commission of Insurance and Sureties, which modifies the authorization granted to Pensiones Banamex, S.A. de C.V., Member of the Banamex Financial Group (formerly Citibanamex Pensiones, S.A. de C.V., Member of the Citibanamex Financial Group), to organize, operate, and function as an insurance institution.

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- Treasury.- Ministry of

Treasury and Public Credit.- National Commission of Insurance and Sureties.- Presidency.- Vice Presidency

Legal Department.- General Legal, Advisory and Intermediaries Directorate.- File No. C00.411.3S.2"24".-

Office No. 06-C00-41100-06913/2025.

PENSIONES BANAMEX, S.A. DE C.V., MEMBER OF THE BANAMEX FINANCIAL GROUP

(FORMERLY CITIBANAMEX PENSIONS, S.A. DE C.V.,
MEMBER OF THE CITIBANAMEX FINANCIAL GROUP)

Boulevard Manuel Ávila Camacho No. 24 .
Bosque Tower PH

Lomas de Chapultepec Neighborhood

Miguel Hidalgo Borough

C.P. 11000, Mexico City

SUBJECT:

Agreement of the Board of Directors of this Commission is communicated.

The Federal Government, through the National Commission of Insurance and Sureties, prior to the Agreement of its Board of Directors, based on articles 2, fraction I, 17, 26 and 31, fraction VIII, of the Organic Law of the Federal Public Administration; 4, section G, fraction III, 48 and 49 of the Internal Regulations of the Ministry of Treasury and Public Credit; 11, 366, fraction VIII, 367, fractions I and II, 369, fraction II, 370, last paragraph, 372, fraction XLI, and 373 of the Law of Insurance and Surety Institutions; as well as articles 2, 4, fracciones I and II, 6 and 9 of the Internal Regulations of the National Commission of Insurance and Sureties, issues the present Resolutions in response to the following Background and Considerations:

BACKGROUND

FIRST.- Citibanamex Pensiones, S.A. de C.V., Member of the Citibanamex Financial Group (formerly Pensiones Banamex, S.A. de C.V., Member of the Banamex Financial Group), (formerly Pensiones Banamex, S.A. de C.V., Member of the Banamex Financial Group), was authorized by the Ministry of Treasury and Public Credit to organize and function as an insurance institution, according to the agreement contained in office document 366-IV-3827 of June 24, 2002. This authorization was modified for the last time by this Commission through document 06-C00-41100-32832/2019 of June 26, 2019, published in the aforementioned Official Gazette of the Federation on October 11, 2019.

SECOND.- Through writings received in the registry office of this Commission on February 21, March 27, and April 24, 2024, the last one in response to the information request contained in office document 06-C00-41000-06815/2024 of April 8, 2024,

Citibanamex Pensiones, S.A. de C.V., Member of the Citibanamex Financial Group, requested the approval of this Commission to modify, among others, article two of the bylaws of that institution resulting from the change of its name to "Pensiones Banamex, S.A. de C.V., Member of the Banamex Financial Group", this due to the corporate reorganization in Mexico of the Financial Group to which the institution belongs.

THIRD.- Through office document 06-C00-41100-15782/2024 of July 8, 2024, this Commission approved the modification, among others, of article two of the bylaws of Citibanamex Pensiones, S.A. de C.V., Member of the Citibanamex Financial Group, in terms of the draft of the Extraordinary General Meeting of Shareholders attached to its writing of April 24, 2024.

FOURTH.- Through a writing received in the registry office of this Commission on November 13, 2024, Citibanamex Pensiones, S.A. de C.V., Member of the Citibanamex Financial Group, presented various documentation related to the approval office described in the previous paragraph, from which stands out the certified copy of office document UBVA/CBV/337/2024 of September 24, 2024, by which the Ministry of Treasury and Public Credit resolved the corporate restructuring of the Financial Group to which it belongs, as well as the request that gave rise to said procedure.

FIFTH.- By office document 06-C00-41100-39677/2024 of November 28, 2024, this decentralized body informed Citibanamex Pensiones, S.A. de C.V., Member of the Citibanamex Financial Group, that full compliance was required with what was ordered in the third resolution of the aforementioned office document 06-C00-41100-15782/2024 of July 8, 2024, in order to be able to continue with the reference procedure.

SIXTH.- Through a writing received in the registry office of this Commission on December 3, 2024, Citibanamex Pensiones, S.A. de C.V., Member of the Citibanamex Financial Group, presented the original of the first and second testimonies of public deed number 105,401 of December 1, 2024 granted before the notary of Lic. Roberto Nuñez y Bandera, holder of Public Notary number 1 of the City of Mexico, in which the protocolization of the Extraordinary General Meeting of Shareholders of November 26, 2024, is recorded, where the change of denomination of the institution was approved, among others, remaining as Pensiones Banamex, S.A. de C.V., Member of the Banamex Financial Group.

SEVENTH.- Through office document 06-C00-41100-44245/20224 of December 20, 2024, this decentralized body ordered Citibanamex Pensiones, S.A. de C.V., Member of the Citibanamex Financial Group, to register in the Public Property and Commerce Registry the public deed 105,401 of December 1, 2024.

EIGHTH.- Through a writing received in the registry office of this Commission on January 20, 2025, Citibanamex Pensiones, S.A. de C.V., Member of the Citibanamex Financial Group, sent with folio Electronic Commerce number 292015 of January 3, 2025 of registration in the Public Registry of Commerce, the first testimony of public deed number 105,401 of December 1, 2024, granted before the notary of Lic. Roberto Núñez y Bandera, holder of Public Notary number 1 of the City of Mexico, in which the protocolization of the Extraordinary General Meeting of Shareholders of that institution is recorded, where it was agreed, among others, its change of denomination to Pensiones Banamex, S.A. de C.V., Member of the Banamex Financial Group.

NINTH.- Through a writing received in the registry office of this Commission on January 28, 2025, the aforementioned institution requested the modification of the authorization of its representative to update its denomination to remain as Pensiones Banamex, S.A. de C.V., Member of the Banamex Financial Group.

TENTH.- Through office document 06-C00-41100-01056/2025 of January 30, 2025, this Decentralized Body deemed fulfilled what was instructed in office document 06-C00-41100-44245/2024 of December 20, 2024, taking note of the registration of the notarial instrument in the terms described in Antecedent Eighth.

ELEVENTH.- The Board of Directors of this Commission in its Session 243 held on February 27, 2025, taking into consideration the favorable opinion issued by the Authorizations Committee, agreed the following:

" SOLE.-

The authorization granted to Citibanamex Pensiones, S.A. de C.V., Member of the Citibanamex Financial Group, is MODIFIED, in order to reflect the reform made to its bylaws where they changed their denomination to Pensiones Banamex, S.A. de C.V., Member of the Banamex Financial Group.

... "

CONSIDERATIONS

FIRST.- That article 369, fraction II, of the Law of Insurance and Surety Institutions provides that it is the competence of the Board of Directors of this Commission to modify the authorizations to organize, operate and function as an insurance institution.

SECOND.- That as a result of what was resolved in office document 06-C00-41100-15782/2024 of July 8, 2024, described in Antecedent Third, it is appropriate to modify the terms of the authorization granted to that insurance institution.

THIRD.- That in accordance with what is stated in Antecedent Eleventh, the Board of Directors of this Commission, in its Session 243 of February 27, 2025, agreed to modify the authorization granted to that insurance institution.

In view of the foregoing, the following are issued:

RESOLUTIONS

FIRST.- The authorization granted to Citibanamex Pensiones, S.A. de C.V., Member of the Citibanamex Financial Group to organize, operate and function as an insurance institution is modified, to remain in the following terms:

AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO PENSIONES BANAMEX, S.A. DE C.V., MEMBER OF THE BANAMEX FINANCIAL GROUP

TO ORGANIZE, OPERATE AND FUNCTION AS AN INSURANCE INSTITUTION

SUBSIDIARY OF CITIGROUP INC., THROUGH CITICORP (MEXICO) HOLDINGS LLC., BOTH OF DELAWARE UNITED STATES OF AMERICA, IN THE FOLLOWING TERMS:

ARTICLE FIRST.- In exercise of the faculty conferred to the Federal Government by
article 5 of the repealed General Law of Insurance and Mutual Societies by
the Ministry of Treasury and Public Credit, and which from April 4, 2015 onwards is conferred by articles 11 and 74 of the Law of Insurance and Surety Institutions to the National Commission of Insurance and Sureties, PENSIONES BANAMEX, S.A. DE C.V., MEMBER OF THE BANAMEX FINANCIAL GROUP, is authorized to organize, operate and function as an insurance institution subsidiary of Citigroup Inc., through Citicorp (Mexico) Holdings LLC., both of Delaware, United States of America.

ARTICLE SECOND.- The subsidiary insurance institution is authorized to practice
in insurance the life operation with the sole purpose of managing pension insurance derived from social security laws.

ARTICLE THIRD.- The subsidiary insurance institution will be subject to the Treaty between
Mexico, the United States and Canada, to the provisions of the Law of Insurance and Surety Institutions, as well as those derived from it, to the General Law of Commercial Societies, to the Law to Regulate Financial Groups, insofar as it relates to its integration into the Banamex Financial Group, to the other norms that, by their nature, are applicable to it, and in particular, to the following bases:

I.- The denomination will be Pensiones Banamex, S.A. de C.V., Member of the Banamex Financial Group.

II.- The share capital will be variable according to the following:

Pensiones Banamex, S.A. de C.V., Member of the Banamex Financial Group, must have the minimum paid capital equivalent in national currency to the value of the Investment Units determined by the National Commission of Insurance and Sureties, with the agreement of its Board of Directors, through general provisions, as established in article 49, first paragraph, of the Law of Insurance and Surety Institutions.

The variable capital with withdrawal rights in no case may be greater than the paid capital without withdrawal rights.

III. The corporate domicile of the subsidiary insurance institution will be Mexico City.

ARTICLE FOURTH.- By its very nature this authorization is non-transferable. "

SECOND.- This office document must be published in the Official Gazette of the Federation and in two newspapers of wide circulation from the corporate domicile of Pensiones Banamex, S.A. de C.V., Member of the Banamex Financial Group, within the one hundred twenty natural days following the date of its notification, in terms of what is established in article 11 of the Law of Insurance and Surety Institutions, at the cost of the interested parties.

This is issued based on the information provided by the petitioner contained in the writings sent and is limited exclusively to the modification of the authorization granted to Pensiones Banamex, S.A. de C.V., Member of the Banamex Financial Group, in the terms described that in accordance with the applicable provisions it is the competence of this Commission to resolve, and does not prejudge any act that said society carries out and that implies the prior authorization or approval of other financial authorities, administrative, tax or of any other nature, in terms of current regulations, nor does it validate the legality or validity of the same in case said authorizations or approvals are not obtained.

Respectfully,

Mexico City, March 6, 2025.- The President of the National Commission of Insurance and Sureties, Ricardo Ernesto Ochoa Rodríguez.- Rubric.

(R.- 565896)

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