Office Order Modifying the Preamble and Resolutive Clauses of the Authorization Granted to Principal Financial Group, S.A. de C.V., Grupo Financiero

DOF: 25/09/2017

OFFICE ORDER by which the preamble and resolutive clauses first, second, third and fourth of the authorization granted to Principal Financial Group, S.A. de C.V., Grupo Financiero are modified.

At one side, a seal with the National Emblem, which says: United Mexican States.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Insurance, Pensions and Social Security Unit.- General Legal Directorate for Insurance, Sureties and Pensions.- Office No. 366-III-313/16.

PRINCIPAL FINANCIAL GROUP, S.A. DE C.V., GRUPO FINANCIERO

Campos Elíseos No. 345, Floor 12, Col. Polanco C.P. 11560 Attention:

Mr. Armando Ortiz González Representative

The Federal Government, through this Ministry of Finance and Public Credit, based on what is provided by articles 31, fraction VIII of the Organic Law of the Federal Public Administration, 70 of the Law to Regulate Financial Groups and 36, fraction VI of the Internal Regulations of the Ministry of Finance and Public Credit, issues the resolution indicated below, taking into account the following background and considerations:

BACKGROUND

I.

Principal Financial Group, S.A. de C.V., Grupo Financiero is a company authorized by this Ministry to be constituted and operate as a controlling society and function as a financial group, according to resolution 101.- 527 of December 23, 2010, published in the Official Gazette of the Federation on February 21, 2011.

II.

By office 366-II-730/12 of August 24, 2012, the General Adjunct Directorate for Insurance and Sureties, attached to the Unit: of Insurance, Pensions and Social Security approved the reform of the first paragraph of article two of the social statutes of Principal Mexico Insurance Company, S.A. de C.V., Principal Financial Group, in order to change its denomination to that of Principal Insurance, S.A. de C. V., Principal Financial Group.

III.

By office 366-lII-417/15 of June 8, 2015, the Unit of Insurance, Pensions and Social Security:

a) Approved the reform to the social statutes and to the unique agreement of responsibilities of Principal Financial Group, S.A. de C.V., Grupo Financiero in order to adapt them to the Decree by which various provisions in financial matters are reformed, added and repealed and the Law to Regulate Financial Groups is issued, published in the Official Gazette of the Federation on January 10, 2014.

b) Requested to send the first copy and three simple copies of the public deed, with registration data in the Public Commercial Registry in which the reform to the social statutes and to the unique agreement of responsibilities of that financial group was notarized, for the purpose of proceeding to the modification of its authorization, derived among other things, from the change of denomination of the insurance institution Principal Insurance, S.A. de C.V., Principal Financial Group (formerly Principal Mexico Insurance Company, S.A. de C.V.), as cited in antecedent II.

IV.

With office 36 6-III-293/16 of July 22, 2016, the Unit of Insurance, Pensions and Social Security requested Principal Financial Group, S.A. de C.V., Grupo Financiero to comply with what was required in our different 366-III-417/15 and described in subsection b) of Antecedent III above.

V.

By writing of July 28, 2016, Principal Financial Group, S.A. de C.V., Grupo Financiero:

a) Sent the first copy of public deed 14,086 of July 9, 2012, passed before the notary of Lic. Carlos Rousseau Garza, Public Notary No. 74 of the First Registral District of the State of Nuevo León, in which the notarization of the resolutions of the shareholders of the "E" and "M" series of Principal Mexico, Insurance Company, S.A. de C.V, Principal Financial Group of December 6, 2011 is recorded, in which it was resolved the change of denomination of said insurance institution to Principal Insurance, S.A. de C.V., Principal Financial Group, which was registered in the Public Registry of Property and Commerce of Monterrey, Nuevo León on September 14, 2012 with electronic commercial folio No. 129982*1

b) Sent the first copy of public deed 63,794 of December 17, 2015, passed before the notary of Lic. Erick Salvador Pulliam Aburto, Public Notary No. 196, of the City of Mexico, in which the notarization of the minutes of the extraordinary general assembly of shareholders of Principal Financial Group, S.A. de C.V., Grupo Financiero of June 20, 2014 is recorded, in which the integral modification of the social statutes and the modification to the unique agreement of responsibilities of that financial group were approved, which was registered in the Public Registry of Property and Commerce on February 26, 2016 with commercial folio 344709*

CONSIDERATIONS

I.

That the terms of the authorization granted to Principal Financial Group, S.A. de C.V. Grupo Financiero must be modified, due to:

a) The reform to the first paragraph of article two of the social statutes of Principal Mexico Insurance Company, S.A. de C.V., Principal Financial Group in order to change its denomination to that of Principal Insurance, S.A. de C.V., Principal Financial Group.

b) The integral reform of the social statutes and of the unique agreement of responsibilities of Principal Financial Group, S.A. de C.V., Grupo Financiero in which, among others, the current denomination of the insurance institution is reflected.

II.

That they sent to this Ministry the first copy and the three simple copies of public deeds 14,086 and 63,794 with registration data in the Public Commercial Registry.

RESOLUTION

First.- The preamble and the Resolutives first, second, third and fourth of the authorization granted to Principal Financial Group, S.A. de C.V., Grupo Financiero to constitute and function as a financial group are modified, to remain in the following terms:

" RESOLUTION BY WHICH PRINCIPAL MEXICO HOLDING, S.A. DE C.V. IS AUTHORIZED TO ORGANIZE A SUBSIDIARY CONTROLLING SOCIETY AND FUNCTION AS A FINANCIAL GROUP, UNDER THE DENOMINATION OF PRINCIPAL FINANCIAL GROUP, S.A. DE C.V., FINANCIAL GROUP .

FIRST.- In exercise of the power conferred by article 70 of the Law to Regulate Financial Groups, this Ministry authorizes Principal Mexico Holding, S.A. de C.V. to organize a subsidiary controlling society and function as a financial group under the terms of the aforementioned legal instrument, under the denomination of "Principal Financial Group, S.A. de C.V., Grupo Financiero", integrated according to what is stated in Resolutive Fourth of this Resolution.

SECOND.- The subsidiary controlling society referred to in this resolution shall have as its object participating, directly or indirectly, in the share capital of the financial entities that are part of the financial group.

THIRD.- The subsidiary controlling society will maintain directly or indirectly more than fifty percent of the shares representing the share capital of each of the members of the financial group.

FOURTH.- The financial group will be integrated by the subsidiary controlling society and by the following financial entities:

Principal Afore, S.A. de C. V., Principal Financial Group.

Principal Investment Funds, S.A. de C.V. Investment Fund Operator, Principal Financial Group.

Principal Insurance, S.A. de C.V., Principal Financial Group.

Principal Pensions, S.A. de C.V., Principal Financial Group. "

Second.- The authorization granted to Principal Financial Group, S.A. de C.V., Grupo Financiero to organize a subsidiary controlling society and function as a financial group, after the modification indicated in the previous Resolutive, remains entirely in the following terms:

RESOLUTION BY WHICH PRINCIPAL MEXICO HOLDING, S.A. DE C. V. IS AUTHORIZED TO ORGANIZE A SUBSIDIARY CONTROLLING SOCIETY AND FUNCTION AS A FINANCIAL GROUP, UNDER THE DENOMINATION OF PRINCIPAL FINANCIAL GROUP, S.A. DE C.V., FINANCIAL GROUP .

FIRST.- In exercise of the power conferred by article 70 of the Law to Regulate Financial Groups, this Ministry authorizes Principal Mexico Holding, S.A. de C.V. to organize a subsidiary controlling society and function as a financial group under the terms of the aforementioned legal instrument, under the denomination of "Principal Financial Group, S.A. de C.V., Grupo Financiero", integrated according to what is stated in Resolutive Fourth of this Resolution.

SECOND.- The subsidiary controlling society referred to in this resolution shall have as its object participating, directly or indirectly, in the share capital of the financial entities that are part of the financial group.

THIRD.- The subsidiary controlling society will maintain directly or indirectly more than fifty percent of the shares representing the share capital of each of the members of the financial group.

FOURTH.- The financial group will be integrated by the subsidiary controlling society and by the following financial entities:

Principal Afore, S.A. de C.V., Principal Financial Group.

Principal Investment Funds, S.A. de C.V. Investment Fund Operator, Principal Financial Group.

Principal Insurance, S.A. de C.V., Principal Financial Group.

Principal Pensions, S.A. de C.V., Principal Financial Group.

FIFTH.- The share capital of Principal Financial Group, S.A. de C.V., Grupo Financiero, will be variable and will have a fixed minimum capital without right of withdrawal of $950 ' 378,120.00 (nine hundred fifty million, three hundred seventy-eight thousand, one hundred twenty pesos 00/100 M.N.)

SIXTH.- The domicile of the subsidiary controlling society will be the City of Mexico, Federal District.

SEVENTH.- The authorization referred to in this resolution is, by its very nature, intransmissible.

EIGHTH.- The controlling society will be subject to inspection and supervision by the National Commission of the Retirement Savings System.

NINTH.- In what is not expressly stated by this resolution, Principal Financial Group, S.A. de C.V., Grupo Financiero, will be subject to the Political Constitution of the United Mexican States, to chapter XIV, Financial Services of the North American Free Trade Agreement, to the Law to Regulate Financial Groups, to the Rules for the Establishment of Subsidiaries of Foreign Financial Institutions and to the other norms that, by their very nature, apply to it, as well as all that legislation and regulation currently in force applicable to the matter or that may be issued in the future.

Third.- This resolution will be published in the Official Gazette of the Federation, at the expense of Principal Financial Group, S.A. de C.V., Grupo Financiero, in accordance with what is established in article 11 of the Law to Regulate Financial Groups.

Respectfully,

Mexico City, August 9, 2016.- The General Adjunct Director, Yolanda Torres Segarra .- Rubric.

(R.- 456297)

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