Office Order Authorizing the Separation of Servicios Financieros Soriana, S.A.P.I. de C.V. from Grupo Financiero Citibanamex, S.A. de C.V.

DOF: 02/01/2018

OFFICE ORDER authorizing the separation of Servicios Financieros Soriana, S

A national seal is placed at the margin, which reads: United Mexican States.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Unit of Banking, Securities and Savings.- Deputy General Directorate of Banking and Securities.- Deputy General Directorate of Financial Analysis and International Linkage.- Office No. UBVA/DGABV /759 /2017.- UBVA/DGAAF/ 208 /2017.

GRUPO FINANCIERO CITIBANAMEX, S.A. DE C.V.

Present.

This Ministry of Finance and Public Credit, through the Unit of Banking, Securities and Savings, based on the provisions of articles 31, fraction XXXIV of the Organic Law of the Federal Public Administration; 16 in relation to 19, first and last paragraphs and 20 of the Law to Regulate Financial Groups; in exercise of the powers conferred by articles 28, fractions II and X, 29, fraction IX, and 27, fractions X and XII and last paragraph, all of the Internal Regulations of the Ministry of Finance and Public Credit, and in consideration of the following:

BACKGROUND

1.

By writings received in this Administrative Unit on December 21, 2016, March 17 and July 13, both of 2017, the lawyer Larissa Garduño Rodríguez, in her capacity as legal representative of "Grupo Financiero Citibanamex, S.A. de C.V." and of "Banco Nacional de México, S.A., member of Grupo Financiero Banamex", and the lawyers Edgardo del Rincón Gutiérrez and Ismael Humberto Fayad Wolff, in their capacity as legal representatives of "Servicios Financieros Soriana, S.A.P.I. de C.V., Sociedad Financiera de Objeto Múltiple, Regulated Entity", personality which they have duly accredited before this Department, requested authorization from this Ministry to carry out the following legal acts.

a.

The separation of "Servicios Financieros Soriana, S.A.P.I. de C.V., Sociedad Financiera de Objeto Múltiple, Regulated Entity" from "Grupo Financiero Banamex, S.A. de C.V.".

b.

The modification of Article Two of the bylaws of "Grupo Financiero Citibanamex, S.A. de C.V.", in order to eliminate the reference to "Servicios Financieros Soriana, S.A.P.I. de C.V., Sociedad Financiera de Objeto Múltiple, Regulated Entity", as a financial entity member of that financial group.

c.

The modification of the Single Liability Agreement that that Controlling Company has entered into with the financial entities that integrate it, in order to contemplate the separation in question.

2.

Regarding this, the Deputy General Directorate of Banking and Securities, in exercise of the powers conferred by article 28, fraction XXII of the Internal Regulations of this Ministry of Finance and Public Credit and based on the provisions of articles 16, 19, last paragraph and 20 of the Law to Regulate Financial Groups, through offices UBVA/DGABV/019/2017 and UBVA/DGABV/020/2017 both of January 4, UBVA/DGABV/198/2017 and UBVA/DGABV/199/2017, both of March 22 and UBVA/DGABV/515/2017 of July 14, all of 2017, requested the opinion of the Bank of Mexico and the National Banking and Securities Commission, respectively.

3.

Through office UBVA/DGABV/652/2017 of September 11, 2017, 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, communicated to "Grupo Financiero Citibanamex, S.A. de C.V." that, in order to be able to resolve what is appropriate, it should remit within the twenty business days following the date of its verification and in accordance with the projects presented by writing of March 17, 2017, the following:

a)

First Testimony and three simple copies of the public deed in which the protocolization of the Unanimous Shareholder Resolutions adopted outside of Shareholders' Meeting of "Grupo Financiero Citibanamex, S.A. de C.V." is recorded, in which the separation of "Servicios Financieros Soriana, S.A.P.I. de C.V., Sociedad Financiera de Objeto Múltiple, Regulated Entity" from that financial group is agreed, as well as the modification of Article Two of its bylaws and Clauses First, Third, Sixth and Ninth of the Single Liability Agreement, in order to eliminate the reference to the aforementioned multiple-object financial company.

b)

First Testimony and three simple copies of the public deed in which the protocolization of the modification of the Single Liability Agreement is recorded, in order to omit "Servicios Financieros Soriana, S.A.P.I. de C.V., Sociedad Financiera de Objeto Múltiple, Regulated Entity", derived from the separation in question.

c)

Copy of the public deed in which the protocolization of the Unanimous Shareholder Resolutions adopted outside of Shareholders' Meeting of "Banco Nacional de México, S.A., member of Grupo Financiero Banamex" is recorded, in which it is agreed regarding the conclusion of its investment in the share capital of "Servicios Financieros Soriana, S.A.P.I. de C.V., Sociedad Financiera de Objeto Múltiple, Regulated Entity".

d)

Copy of the public deed in which the protocolization of the Unanimous Shareholder Resolutions adopted outside of Shareholders' Meeting of "Servicios Financieros Soriana, S.A.P.I. de C.V., Sociedad Financiera de Objeto Múltiple, Regulated Entity" is recorded, in which it is agreed, among other things, its separation as a financial entity member of "Grupo Financiero Citibanamex, S.A. de C.V.".

4.

By writings received in this Administrative Unit on October 4 and 6, 2017, the lawyer Arturo Perdomo Jiménez, in his capacity as authorized person of "Servicios Financieros Soriana, S.A.P.I. de C.V., Sociedad Financiera de Objeto Múltiple, Regulated Entity" and of "Grupo Financiero Citibanamex, S.A. de C.V.", respectively, submitted the following documentation:

a)

First Testimony and three simple copies of public deed No. 81,156 of October 3, 2017, granted before the notary public lawyer Roberto Núñez y Bandera, Holder of Notary Public No. 1 of the City of Mexico, through which the Unanimous Shareholder Resolutions adopted outside of Shareholders' Meeting of "Grupo Financiero Citibanamex, S.A. de C.V.", held on September 29, 2017, were protocolized, in which it was agreed, among other things, the separation of "Servicios Financieros Soriana, S.A.P.I. de C.V., Sociedad Financiera de Objeto Múltiple, Regulated Entity" from the financial group in question, as well as the modification of Article Two of its bylaws and Clauses First, Third, Sixth and Ninth of the Single Liability Agreement, in order to eliminate the reference to the aforementioned multiple-object financial company.

b)

First Testimony and three simple copies of public deed No. 81,159 of October 3, 2017, granted before the aforementioned Notary, through which the modification of the Single Liability Agreement, celebrated on that same date, was protocolized, in order to eliminate the reference of "Servicios Financieros Soriana, S.A.P.I. de C.V., Sociedad Financiera de Objeto Múltiple, Regulated Entity", as an entity member of "Grupo Financiero Citibanamex, S.A. de C.V.", derived from the separation in question.

c)

Copy of public deed No. 81,158 of October 3, 2017, granted before the Notary in question, through which the Unanimous Shareholder Resolutions adopted outside of Shareholders' Meeting of "Banco Nacional de México, S.A., member of Grupo Financiero Banamex", held on September 28, 2017, were protocolized, in which it was agreed, among other things, regarding the conclusion of its investment in the share capital of "Servicios Financieros Soriana, S.A.P.I. de C.V., Sociedad Financiera de Objeto Múltiple, Regulated Entity".

d)

Copy of public deed No. 42,926 of October 3, 2017, granted before the notary public lawyer Ailda Enriqueta del Carmen Bonifaz Sánchez, Holder of Public Notary No. 24, with practice in the First Registral District of Monterrey, Nuevo León, through which the Unanimous Shareholder Resolutions adopted outside of Shareholders' Meeting of "Servicios Financieros Soriana, S.A.P.I. de C.V., Sociedad Financiera de Objeto Múltiple, Regulated Entity", held on September 29, 2017, were protocolized, in which it was agreed, among other things, its separation as a financial entity member of "Grupo Financiero Citibanamex, S.A. de C.V.".

CONSIDERING

1.

That the Bank of Mexico through office OFI/S33-002-18345 received in this Administrative Unit on May 4, 2017, expressed its favorable opinion in order for this Ministry to authorize what was requested.

2.

That the National Banking and Securities Commission through office 312-1/16830/2017 received in this Administrative Unit on July 28, 2017, expressed its favorable opinion in order for this Ministry to authorize the separation of "Servicios Financieros Soriana, S.A.P.I. de C.V., Sociedad Financiera de Objeto Múltiple, Regulated Entity" from "Grupo Financiero Citibanamex, S.A. de C.V.", in the terms of the proposal presented, and approve the modification to the bylaws of that financial group, as well as the Single Liability Agreement, in order to eliminate the reference of that multiple-object financial company, due to the aforementioned separation.

3.

That from a financial and accounting point of view, the separation of "Servicios Financieros Soriana, S.A.P.I. de C.V., Sociedad Financiera de Objeto Múltiple, Regulated Entity" from "Grupo Financiero Citibanamex, S.A. de C.V." is considered viable, since the capital requirements of "Banco Nacional de México, S.A., member of Grupo Financiero Banamex", direct shareholder of that Multiple-Object Financial Company are preserved and its financial capacity is increased.

4.

That the request for authorization referred to in Background 1 of this office complies with the legal and administrative provisions applicable to the authorization procedure for the separation of a financial entity member of a financial group, as well as to the approval procedure for the modifications to the bylaws and the Single Liability Agreement.

5.

That after analyzing the information and documentation presented by "Grupo Financiero Citibanamex, S.A. 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 and approvals in question, this Ministry of Finance and Public Credit, through the Unit of Banking, Securities and Savings, issues the following:

RESOLUTION

FIRST.-

The separation of "Servicios Financieros Soriana, S.A.P.I. de C.V., Sociedad Financiera de Objeto Múltiple, Regulated Entity" as a financial entity member of "Grupo Financiero Citibanamex, S.A. de C.V." is authorized, in the terms agreed by that Controlling Company in its Unanimous Shareholder Resolutions adopted outside of Shareholders' Meeting, held on September 29, 2017, protocolized through public deed No. 81,156 of October 3, 2017, granted before the notary public lawyer Roberto Núñez y Bandera, Holder of Notary Public No. 1 of the City of Mexico.

This authorization is subject to the resolutive condition consisting in that the record of entry of the public deed in which the separation in question has been agreed in the respective Public Commerce Registry is not submitted to this Ministry within the twenty business days following the date on which this office is notified.

SECOND.-

The authorized separation will take effect from the date on which this authorization and the public instruments in which the Unanimous Shareholder Resolutions adopted outside of Shareholders' Meeting regarding the separation 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 relating to said registration, within a period of ten business days counted from the date on which it has been verified.

Upon taking effect of this authorization, "Servicios Financieros Soriana, S.A.P.I. de C.V., Sociedad Financiera de Objeto Múltiple, Regulated Entity" must cease to be presented as a member of "Grupo Financiero Citibanamex, S.A. de C.V.".

THIRD.-

This authorization and the separation agreements adopted by the respective Unanimous Shareholder Resolutions adopted outside of Shareholders' Meeting 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 "Grupo Financiero Citibanamex, S.A. de C.V.".

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

FOURTH.-

The modification of Article Two of the bylaws of "Grupo Financiero Citibanamex, S.A. de C.V." is approved, in the terms agreed by its Unanimous Shareholder Resolutions adopted outside of Shareholders' Meeting on September 29, 2017, protocolized through public deed No. 81,156 of October 3, 2017, granted before the notary public lawyer Roberto Núñez y Bandera, Holder of Notary Public No. 1 of the City of Mexico.

FIFTH.-

The modification of the Single Liability Agreement celebrated between "Grupo Financiero Citibanamex, S.A. de C.V." with the financial entities members of the respective financial group is approved, in the terms agreed by its Unanimous Shareholder Resolutions adopted outside of Shareholders' Meeting on September 29, 2017, protocolized through public deed No. 81,159 of October 3, 2017, granted before the aforementioned Notary.

The responsibilities of "Grupo Financiero Citibanamex, S.A.B. de C.V." regarding "Servicios Financieros Soriana, S.A.P.I. de C.V., Sociedad Financiera de Objeto Múltiple, Regulated Entity" will subsist until the losses that that financial entity may have up to the moment of its separation are covered.

Finally, the First Testimonies of the public deeds that "Grupo Financiero Citibanamex, S.A. de C.V." annexed to its writing are returned to "Grupo Financiero Citibanamex, S.A. de C.V.", with the indication that it must inform this Department about the date and other data relating to the inscription that it carries out of the same before the respective Public Commerce Registry, within a period of ten business days counted from the date on which said inscriptions are verified.

This authorization and approvals are issued based on the information and documentation provided by "Grupo Financiero Citibanamex, S.A. de C.V." and are limited exclusively to the acts and operations that, in accordance with the applicable provisions, it is competent for this Unit of Banking, Securities and Savings to resolve and do not prejudge the carrying out of any corporate act that said Company carries out, which implies the prior authorization or approval of the financial, tax or any other authorities, in terms of the current regulation.

Without further particular, we take the opportunity to send you a cordial greeting.

Sincerely

Mexico City, October 17, 2017. - The Deputy General Director of Banking and Securities, Ana Laura Villanueva Vega.- Rubric.- The Deputy General Director of Financial Analysis and International Linkage, Raúl Alejandro Rosales Guadarrama.- Rubric.

(R.- 460931)

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