Office Order Authorizing the Merger between AF Banregio, S.A. de C.V., SOFOM, Regulated Entity, Banregio Financial Group, as the Surviving Entity, and The Capita Corporation de México, S.A. de C.V., SOFOM, Regulated Entity, Banregio Financial Group, as the Merged Entity — SHCP — MX

DOF: 13/06/2016

OFFICE ORDER authorizing the merger between AF Banregio, 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/038/2016.

AF BANREGIO, S.A. DE C.V., MULTIPURPOSE FINANCIAL COMPANY, REGULATED ENTITY, BANREGIO FINANCIAL GROUP.

PRESENT

The Ministry of Finance and Public Credit, through the Unit of Banking, Securities and Savings, based on the provisions of Article 31, fraction XXXIV of the Organic Law of the Federal Public Administration; Article 17 of the Law to Regulate Financial Groups, and in exercise of the powers conferred by Article 27, fraction XII of the Internal Regulations of the Ministry of Finance and Public Credit, in view of the following:

BACKGROUND

Through documents received in this Administrative Unit on December 4, 2014, and February 9, April 27, May 29, and June 23, 2015, the lawyers Manuel Gerardo Rivero Zambrano, Ramiro Guadalupe Ramírez Garza, Napoleón García Cantú and Arturo Jesús Espinosa González, in their capacity as general attorneys-in-fact for "Banregio Financial Group, S.A.B. de C.V.", and the Lawyer Vicente Farfán García, in his capacity as general attorney-in-fact for "The Capita Corporation de México, S.A. de C.V., SOFOM, ENR" and "Arrendadora Capita Corporation, S.A. de C.V.", personality which they have duly accredited before this Department, requested authorization or approval from this Ministry as appropriate, to carry out the following legal acts:

The indirect incorporation of "The Capita Corporation de México, S.A. de C.V., SOFOM, ENR" into "Banregio Financial Group, S.A.B. de C.V."

As a result of the above, the modification of Article Seventh of the Bylaws of "Banregio Financial Group, S.A.B. de C.V.", as well as the Single Responsibility Agreement entered into between the controlling company and the financial entities that are part of the financial group.

The merger between "AF Banregio, S.A. de C.V., Multipurpose Financial Company, Regulated Entity, Banregio Financial Group", in its capacity as the surviving entity, and "The Capita Corporation de México, S.A. de C.V., SOFOM, ENR", in its capacity as the merged entity, which will take place no later than May 31, 2016.

To this end, the following legal acts are contemplated:

The merger of "The Capita Corporation de México, S.A. de C.V., SOFOM, ENR" as the surviving merging society and "Arrendadora Capita Corporation, S.A. de C.V." as the merged society that will cease to exist, which was agreed upon in Extraordinary General Shareholders' Meetings held by the aforementioned societies on April 30, 2015, formalized through public deed No. 39,487 of May 5, 2015, granted before the notary public Lic. Ana de Jesús Jiménez Montañez, Holder of Notary Public No. 146 of the then Federal District.

The indirect incorporation of "The Capita Corporation de México, S.A. de C.V., SOFOM, ENR" into "Banregio Financial Group, S.A.B. de C.V.", by virtue of the acquisition of 99.99% of its share capital that "AF Banregio, S.A. de C.V., Multipurpose Financial Company, Regulated Entity, Banregio Financial Group" intends to carry out, with the consequent modification of the Bylaws of the aforementioned financial group, as well as the modification of the Single Responsibility Agreement.

The merger of "AF Banregio, S.A. de C.V., Multipurpose Financial Company, Regulated Entity, Banregio Financial Group" as the surviving merging society and "The Capita Corporation de México, S.A. de C.V., SOFOM, ENR" as the merged society that will cease to exist, within a maximum period of twelve months following the definitive closing of the operation, with the deadline being May 31, 2016.

The acquisition of 98% of the shares representing the share capital of "Capita Servicios, S. de R.L. de C.V." by "Servicios Banregio, S.A. de C.V."

The merger of "Servicios Banregio, S.A. de C.V." as the surviving merging society and "Capita Servicios, S. de R.L. de C.V." as the merged society that will cease to exist.

Regarding this, the Deputy General Directorate of Banking and Securities attached to this Administrative Unit, in exercise of the powers conferred by Article 28, fraction XXII of the Internal Regulations of this Ministry, through office orders UBVA/DGABV/1024/2014 and UBVA/DGABV/1025/2014 of December 9, 2014, UBVA/DGABV/111/2015 and UBVA/DGABV/112/2015 of February 11, 2015, UBVA/DGABV/330/2015 and UBVA/DGABV/331/2015 of April 29, 2015, UBVA/DGABV/448/2015 and UBVA/DGABV/449/2015 of June 3, 2015, and UBVA/DGABV/592/2015 and UBVA/DGABV/593/2015 of June 23, 2015, requested the opinion of the Bank of Mexico and the National Banking and Securities Commission, respectively.

Likewise, through office orders UBVA/DGABV/1026/2014 of December 9, 2014, UBVA/DGABV/113/2015 of February 11, 2015, UBVA/DGABV/332/2015 of April 29, 2015, UBVA/DGABV/450/2015 of June 3, 2015, and UBVA/DGABV/594/2015 of June 23, 2015, it requested the opinion of the Deputy General Directorate of Financial Analysis and International Linkage, of this Administrative Unit.

Through office order UBVA/DGABV/700/2015 of July 14, 2015 addressed to "Banregio Financial Group, S.A.B. de C.V.", this Administrative Unit through the Deputy General Directorate of Banking and Securities, in exercise of the powers conferred by Article 28, fractions XXII and XXX of the Internal Regulations of this Ministry and based on the provisions of Articles 15, 17 and 20 of the Law to Regulate Financial Groups, communicated to that Financial Group that to be able to resolve what is appropriate, it should submit within twenty business days following the date of its verification, among others, the following:

i.
First Testimony and three simple copies of the public deed in which the formalization of the Minutes of the Extraordinary General Shareholders' Meeting of "AF Banregio, S.A. de C.V., Multipurpose Financial Company, Regulated Entity, Banregio Financial Group" is recorded, in which its merger as the surviving merging society with "The Capita Corporation de México, S.A. de C.V., SOFOM, ENR" as the merged society that will cease to exist is agreed, as well as the corresponding merger agreement.

ii.
Simple copy of the public deed in which the formalization of the Minutes of the Extraordinary General Shareholders' Meeting of "The Capita Corporation de México, S.A. de C.V., SOFOM, ENR" is recorded, in which its merger with "AF Banregio, S.A. de C.V., Multipurpose Financial Company, Regulated Entity, Banregio Financial Group" is agreed.

Through office order UBVA/062/2015 of October 27, 2015, this Ministry of Finance and Public Credit through the Unit of Banking, Securities and Savings, in exercise of the powers conferred by Article 27, fraction XII of the Internal Regulations of this Ministry and based on the provisions of Articles 15 and 20 of the Law to Regulate Financial Groups, authorized and approved the following:

The indirect incorporation of "The Capita Corporation de México, S.A. de C.V., SOFOM, ENR" into "Banregio Financial Group, S.A.B. de C.V.", by virtue of the acquisition of 99.99% of its share capital by "AF Banregio, S.A. de C.V., Multipurpose Financial Company, Regulated Entity, Banregio Financial Group", formalized through public deed No. 28,179 of September 30, 2015, granted before the notary public Lic. Héctor Mauricio Villegas Garza, Public Notary Holder of Public Notary No. 122, with jurisdiction in the Notarial District corresponding to the First Registry District with residence in the City of Monterrey, State of Nuevo León.

The modification of Article Seventh of its Bylaws in the terms agreed by its Extraordinary General Shareholders' Meeting held on August 13, 2015, formalized through the aforementioned public deed.

The modification of the Single Responsibility Agreement entered into between that Controlling Company with the financial entities that make up the respective financial group, formalized through public deed No. 28,180 of September 30, 2015, granted before the notary public mentioned above.

Likewise, in the office order in question, this Administrative Unit communicated to "Banregio Financial Group, S.A.B. de C.V.", that it will be able to authorize, if applicable, the merger between "AF Banregio, S.A. de C.V., Multipurpose Financial Company, Regulated Entity, Banregio Financial Group" as the surviving merging society and "The Capita Corporation de México, S.A. de C.V., SOFOM, ENR" as the merged society that will cease to exist, once the documentation referred to in items i) and ii) of Background 3 of this office order is available, with the understanding that the merger in question must be carried out no later than May 31, 2016, in accordance with the corresponding authorization request.

It should be noted that as a result of the incorporation authorized in the aforementioned office order, "The Capita Corporation de México, S.A. de C.V., SOFOM, ENR" agreed in an extraordinary general shareholders' meeting held on August 13, 2015, to reform its name to become "The Capita Corporation de México, S.A. de C.V., SOFOM, Regulated Entity, Banregio Financial Group", in order to provide that it is a regulated entity and that it is part of that Financial Group.

Through a document received in this Administrative Unit on May 3, 2016, the Lawyer Napoleón García Cantú in his capacity as Special Delegate of the Extraordinary General Shareholders' Meeting of "AF Banregio, S.A. de C.V., Multipurpose Financial Company, Regulated Entity, Banregio Financial Group", submits the following documentation:

i.
First Testimony and three simple copies of public deed No. 29,654 of April 27, 2016, granted before the notary public Lic. Héctor Mauricio Villegas Garza, Public Notary Holder of Public Notary No. 122, with jurisdiction in the Notarial District corresponding to the First Registry District with residence in the City of Monterrey, State of Nuevo León, through which the Minutes of the Extraordinary General Shareholders' Meeting of "AF Banregio, S.A. de C.V., Multipurpose Financial Company, Regulated Entity, Banregio Financial Group", held on April 15, 2016, were formalized, in which its merger as the surviving merging society with "The Capita Corporation de México, S.A. de C.V., SOFOM, Regulated Entity, Banregio Financial Group", as the merged society that will cease to exist, was agreed.

ii.
First Testimony and three simple copies of public deed No. 29,655 of April 27, 2016, granted before the aforementioned notary, through which the merger agreement entered into between "AF Banregio, S.A. de C.V., Multipurpose Financial Company, Regulated Entity, Banregio Financial Group", as the surviving merging society and "The Capita Corporation de México, S.A. de C.V., SOFOM, Regulated Entity, Banregio Financial Group", as the merged society that will cease to exist, on April 15, 2016, was formalized.

iii.
Simple copy of public deed No. 29,653 of April 27, 2016, granted before the notary mentioned above, in which the Minutes of the Extraordinary General Shareholders' Meeting of "The Capita Corporation de México, S.A. de C.V., SOFOM, Regulated Entity, Banregio Financial Group" were formalized, in which its merger with "AF Banregio, S.A. de C.V., Multipurpose Financial Company, Regulated Entity, Banregio Financial Group" was agreed, held on April 14, 2016.

CONSIDERING

That the Bank of Mexico through office order OFI/S33-002-13411 of July 3, 2015, expressed its favorable opinion for this Ministry to authorize and approve what was requested, under the understanding that if the merger between "AF Banregio, S.A. de C.V., Multipurpose Financial Company, Regulated Entity, Banregio Financial Group", and "The Capita Corporation de México, S.A. de C.V., SOFOM, ENR" is not carried out no later than May 31, 2016, a new authorization request must be submitted.

That the National Banking and Securities Commission through office order 312-3/13908/2015 of July 13, 2015, issued its favorable opinion for this Ministry to authorize the reference request.

That the Deputy General Directorate of Financial Analysis and International Linkage, through office order UBVA/DGAAF/066/2015 of July 14, 2015, stated that from a financial point of view it has no objection to authorizing the promoters what was requested.

That the authorization request for the merger referred to in Background 1 of this office order, complies with the applicable legal and administrative provisions for the authorization procedure for the merger of two or more financial entities that are part of a financial group.

That after analyzing the information and documentation presented by "Banregio Financial Group, S.A.B. de C.V.", and after hearing the opinion of the Bank of Mexico and the National Banking and Securities Commission, as well as having determined the appropriateness of granting the authorization in question, this Ministry, through the Unit of Banking, Securities and Savings, issues the following:

RESOLUTION

FIRST. -
Authorization is granted for the merger between "AF Banregio, S.A. de C.V., Multipurpose Financial Company, Regulated Entity, Banregio Financial Group", in its capacity as the surviving entity, and "The Capita Corporation de México, S.A. de C.V., SOFOM, Regulated Entity, Banregio Financial Group", in its capacity as the merged entity, in the terms agreed upon by their Extraordinary General Shareholders' Meetings held on April 15 and 14, 2016, respectively, formalized through public deeds Nos. 29,654 and 29,653 of April 27, 2016, granted before the notary public Lic. Héctor Mauricio Villegas Garza, Public Notary Holder of Public Notary No. 122, with jurisdiction in the Notarial District corresponding to the First Registry District with residence in the City of Monterrey, State of Nuevo León and in accordance with the merger agreement formalized through public deed No. 29,655 of April 27, 2016, granted before the aforementioned notary.

This authorization is subject to the resolutive condition consisting of not submitting to this Ministry the proof of entry of the public deeds 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 order 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, and must inform this Ministry about the date and other data related to the said registration, within a period of ten business days counted from the date on which it has been verified.

THIRD.-

This authorization and the merger agreements adopted by the respective Shareholders' Meetings of the companies must be published in the Official Journal 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 "AF Banregio, S.A. de C.V., Multipurpose Financial Company, Regulated Entity, Banregio Financial Group".

The carrying out of the aforementioned publications must be notified to this Administrative Unit, attaching a copy of the documentation that certifies it, within five business days following the date on which such publications are verified.

The First Testimonies of public deeds numbers 29,654 and 29,655 of April 27, 2016, which were attached to the document received on May 3, 2016, are returned to "AF Banregio, S.A. de C.V., Multipurpose Financial Company, Regulated Entity, Banregio Financial Group".

This authorization is issued based on the information and documentation provided by the promoters and is limited exclusively to the acts and operations that, in accordance with the provisions applicable, fall within the competence of this Unit of Banking, Securities and Savings, and does not prejudge the carrying out of any corporate act that the Company carries out, which implies prior authorization or approval by financial, tax or any other authorities, in terms of the current regulations.

Without further business, I take this opportunity to send you a cordial greeting.

Sincerely

Mexico City, May 27, 2016. - The Head of the Unit, Narciso Antonio Campos Cuevas.-

Rubric.

(R.- 432458)

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