Office Memorandum Authorizing the Merger of Grupo Financiero Citibanamex, S.A. de C.V., as Surviving Entity, with Arrendadora Banamex, S.A. de C.V., SOFOM, E.R., as Extinguished Entity

Official Gazette of the Federation: 15/02/2023

OFFICE MEMORANDUM authorizing the merger of Grupo Financiero Citibanamex, S

In the margin a seal with the National Shield, stating: 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/094/2022.

GRUPO FINANCIERO CITIBANAMEX, 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; 17 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.

Through various writings received in this Administrative Unit on July 30 and August 6, both 2020, March 5 and December 13, both 2021, " Grupo Financiero Citibanamex, S.A. de C.V. " and " Arrendadora Banamex, S.A. de C.V., SOFOM, E.R., member of Grupo Financiero Banamex " , requested authorization from this Secretariat for the realization of the following legal acts:

A.

The merger of " Grupo Financiero Citibanamex, S.A. de C.V. " , in its capacity as surviving merging entity with " Arrendadora Banamex, S.A. de C.V., SOFOM, E.R., member of Grupo Financiero Banamex " , as merged entity that is extinguished.

B.

Derived from the above:

The modification of Article Second of the Corporate Bylaws of that Financial Group, and

The modification of the Single Responsibility Agreement that that Controlling Company has entered into with the entities members of the Financial Group.

II.

Through office memorandum UBVA/DGABV/350/2020 dated August 21, 2020, the Deputy General Directorate of Banking and Securities attached to this Administrative Unit, requested the opinion of the Bank of Mexico.

III.

Through office memorandums UBVA/DGABV/351/2020 and UBVA/DGABV/108/2021 dated August 21, 2020 and March 11, 2021, the Deputy General Directorate of Banking and Securities requested the opinion of the National Banking and Securities Commission.

IV.

Through office memorandums UBVA/DGABV/352/2020, UBVA/DGABV/109/2021 and UBVA/DGABV/618/2021, dated August 21, 2020, March 11 and December 17, both 2021, 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

CONSIDERING

That the Secretariat of Finance and Public Credit, through its Banking, Securities and Savings Unit, is competent to authorize the merger of a financial entity with a Controlling Company of a financial group subject to the supervision of the National Banking and Securities Commission, in terms of the Law to Regulate Financial Groups;

That through office memorandum OFI002-360 dated January 15, 2021, the Bank of Mexico through the Manageries of Authorizations and Regulation, and of Authorizations and Consultations of Central Banking, manifested favorable opinion to the effect that this Secretariat authorizes what is requested;

That through office memorandum 312-2/14801/2021 dated May 24, 2021, the National Banking and Securities Commission through the General Directorates of Authorizations to the Financial System and, of Supervision of Groups and Financial Intermediaries F, manifested favorable opinion to the effect that this Secretariat authorizes what is requested in terms of the proposal presented;

That through office memorandum UBVA/DGAAFVI/001/2022 of January 19 of the present year, the Deputy General Directorate of Financial Analysis and International Liaison, manifested that from a financial point of view no inconvenience is observed to resolve the request of the promoting societies;

That the Deputy General Directorate of Financial Analysis and International Liaison concluded that it is not observed that " Grupo Financiero Citibanamex, S.A. de C.V. " presents negative impact on its financial composition, resulting from carrying out the merger with " Arrendadora Banamex, S.A. de C.V., SOFOM, E.R., member of Grupo Financiero Banamex " , since its portfolio does not maintain current operations given that this was reduced to zero since December 2019;

That the promoting societies accredited total compliance with the requirements established by article 17 of the Law to Regulate Financial Groups, to request the authorization of this Secretariat to carry out the merger described in Background I of this office memorandum, which were added to the respective file;

That once the analysis of the documentation exhibited 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 admissibility of the merger in question; therefore:

It is pleased to issue the following:

RESOLUTION

FIRST.-

The merger of " Grupo Financiero Citibanamex, S.A. de C.V. " , in its capacity as surviving merging entity, with " Arrendadora Banamex, S.A. de C.V., SOFOM, E.R., member of Grupo Financiero Banamex " , as merged entity that is extinguished, is authorized, in the terms set out in the respective drafts of (i) Extraordinary General Shareholders' Assembly Minutes, (ii) Merger Agreement and (iii) Merger Program, presented to this Administrative Unit; subject to the conditions established in Resolution Clause FOURTH of this office memorandum.

In accordance with the penultimate paragraph of article 17 of the Law to Regulate Financial Groups, " Grupo Financiero Citibanamex, S.A. de C.V. " is obligated and must continue with the merger procedures and must assume, where applicable, the obligations of the merged entity from the moment the merger is agreed.

SECOND.-

" Grupo Financiero Citibanamex, S.A. de C.V. " must exhibit to this Administrative Unit, within the forty business days following that in which the following instruments are recorded before a public notary, the content of which must be in accordance with the terms in which the respective drafts were presented to this Secretariat:

A.

Certified copy of the First Certified Copy of the public deed in which the protocolization of the Minutes of the Extraordinary General Shareholders' Assembly of " Grupo Financiero Citibanamex, S.A. de C.V. " is recorded, in which its merger is agreed, as merging entity, with " Arrendadora Banamex, S.A. de C.V., SOFOM, E.R., member of Grupo Financiero Banamex " .

B.

Certified copy of the First Certified Copy of the public deed in which the protocolization of the Minutes of the Extraordinary General Shareholders' Assembly of " Arrendadora Banamex, S.A. de C.V., SOFOM, E.R., member of Grupo Financiero Banamex " is recorded, in which its merger is agreed, as merged entity, with " Grupo Financiero Citibanamex, S.A. de C.V. " .

C.

Certified copy of the First Certified Copy of the public deed in which the protocolization of the Merger Agreement entered into between " Grupo Financiero Citibanamex, S.A. de C.V. " , as merging entity with " Arrendadora Banamex, S.A. de C.V., SOFOM, E.R., member of Grupo Financiero Banamex " , as merged entity is recorded.

THIRD.-

" Grupo Financiero Citibanamex, S.A. de C.V. " must exhibit to this Administrative Unit, within the period granted in Resolution Clause SECOND above, copy of the registration certificates before the Public Commerce Registry, of the public deeds indicated in subsections A. and B. of said Resolution Clause SECOND, it being understood that regarding the reform to the corporate bylaws of the controlling company, as well as the modification of the Single Responsibility Agreement that that Controlling Company has entered into with the financial entities members of the financial group, their registry registration will proceed once the approval of this Secretariat is obtained.

Likewise, " Grupo Financiero Citibanamex, S.A. de C.V. " must remit to this Banking, Securities and Savings Unit a simple copy of the documentation evidencing the date and other data relative to the respective registrations, within the period of ten business days following that in which they are obtained.

FOURTH.-

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

a)

That the respective Extraordinary General Shareholders' Assemblies of " Grupo Financiero Citibanamex, S.A. de C.V. " , and " Arrendadora Banamex, S.A. de C.V., SOFOM, E.R., member of Grupo Financiero Banamex " , agree their merger in terms different from the proposal presented to this Secretariat; or else,

b)

That for reasons attributable to " Grupo Financiero Citibanamex, S.A. de C.V. " , the public deeds indicated in subsections A. and B. of Resolution Clause SECOND of this office memorandum are not entered before the Public Commerce Registry for their registration, within the period referred to in Resolution Clause SECOND of this office memorandum.

FIFTH.-

The merger authorized in this office memorandum shall take effect from the date on which the present authorization and the respective public instruments in which the agreements of the shareholders' assemblies relative to the merger are recorded, are registered in the Public Commerce Registry, in accordance with the provisions of article 19, first paragraph of the Law to Regulate Financial Groups.

SIXTH.-

The present authorization and the merger agreements adopted by the respective shareholders' assemblies 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 expense of " Grupo Financiero Citibanamex, S.A. de C.V. " .

The realization of the cited publications must be notified to this Administrative Unit, attaching copy of the documentation that accredits it, within the five business days following that in which said publications are verified.

SEVENTH.-

In terms of the established by the Twenty-Fourth, sections V and IX of the General Provisions for the registration of financial service providers, " Grupo Financiero Citibanamex, 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 agreed merger and its respective agreement, authorized according to Resolution Clause FIRST of this office memorandum.

EIGHTH.-

In order for this Banking, Securities and Savings Unit to be in a position to approve the modification of Article Second of the corporate bylaws of " Grupo Financiero Citibanamex, S.A. de C.V. " , as well as of the Single Responsibility Agreement that that Controlling Company has entered into with the financial entities members of the financial group, it communicates to you that prior to the registration of the instruments in which said legal acts are recorded in the Public Commerce Registry, that Financial Group must remit within the twenty business days following that in which said acts are formalized and under the terms of the drafts presented to this Administrative Unit-:

A.

The First Certified Copy and three simple copies of the public deed in which the protocolization of the Minutes of the Extraordinary General Shareholders' Assembly of " Grupo Financiero Citibanamex, S.A. de C.V. " is recorded in which is agreed, derived from the merger authorized in Resolution Clause FIRST of this office memorandum (i) the modification of Article Second of the corporate bylaws of the controlling company and (ii) the modification of the Single Responsibility Agreement.

B.

First Certified Copy and three simple copies of the public deed in which the protocolization of the modification of the Single Responsibility Agreement is recorded, in order to contemplate what is indicated in subsection A. above.

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

Without another particular, I take the opportunity to send you a cordial greeting.

Faithfully

Mexico City, May 16, 2022.- The Head of the Unit, Alfredo Federico Navarrete Martínez .- Signature.

(R.- 532101)

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