Official Letter Authorizing Modification to the Fifth Resolutive Clause of the Authorization Granted to Grupo Financiero Aserta, S.A. de C.V. for the Incorporation of Alcanza Seguros, S.A. de C.V.

DOF: 16/06/2016

OFFICIAL LETTER authorizing the modification to the fifth resolutive clause, of the authorization granted to Grupo Financiero Aserta, S.A. de C.V., for the incorporation of Alcanza Seguros, S.A. de C.V. into Grupo Financiero Aserta, S.A. de C.V.

At the margin a seal with the National Coat of Arms, 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 of Insurance, Sureties and Pensions.- Official Letter No. 366- III-0550/14.

GRUPO FINANCIERO ASERTA,

S.A. DE C.V.

Camino a Santa Teresa No. 1040, Floor 7

Col. Jardines

en

la

Montaña,

C.P. 1421 0

Attention:

Mr. Gerardo María Bruno Monroy Campero

Representative

The Federal Government, through this Ministry of Finance and Public Credit, based on the provisions of articles 31, fraction VIII of the Organic Law of the Federal Public Administration, 6th of the Law to Regulate Financial Groups, and in exercise of the powers conferred by article 36, fraction VI of the Internal Regulations of the Ministry of Finance and Public Credit, issues the resolution indicated below, in attention to the following background and considerations:

BACKGROUND

I.

Grupo Financiero Aserta, S.A. de C.V. is a company authorized by this Ministry to constitute and operate as a holding company and function as a financial group, as evidenced in resolution 101-1164 of December 21, 2007, published in the Official Journal of the Federation on July 8, 2010.

II.

Through official letter 336-013/13 of January 24, 2013, the Insurance, Pensions and Social Security Unit:

a)

Authorized the incorporation of Alcanza Seguros, S.A. de C.V. into Grupo Financiero Aserta, S.A. de C.V.

b)

Approved the reform to articles second and tenth of the bylaws of Grupo Financiero Aserta, S.A. de C.V. and to the single responsibility agreement, celebrated between the holding company of Grupo Financiero Aserta, S.A. de C.V., Afianzadora Aserta, S.A. de C.V. and Afianzadora Insurgentes, S.A. de C.V.

c)

Requested to send within three months following the date on which said official letter was notified, the first testimony and two simple copies of the public deeds, with registration data in the Public Commerce Registry, in which the modification to the bylaws of that holding company and the modification to the single responsibility agreement signed by that company and the entities comprising the group are formalized.

III.

With a writing dated April 29, 2013, Grupo Financiero Aserta, S.A. de C.V. sent to this Insurance, Pensions and Social Security Unit the first testimony of public deed 87,366 of March 7, 2013, drawn up before the notary of Lic. Luis Felipe Morales Viesca, Public Notary No. 22 of the Federal District, in which the formalization of the ordinary general meeting of shareholders of Grupo Financiero Aserta, S.A. de C.V. of March 29, 2012 is recorded, in which it was resolved to acquire at least 51% of the shares representing the social capital of an insurer to be constituted, which was inscribed in the Public Commerce Registry on April 9, 2013, with commercial folio 325441*.

IV.

With a writing dated February 13, 2014, Grupo Financiero Aserta, S.A. de C.V. sent to this Insurance, Pensions and Social Security Unit the first testimony of public deed 56,101 of April 19, 2013, drawn up before the notary of Lic. Emiliano Zubiría Maqueo, Public Notary No. 25 of the Federal District, in which the formalization of the ordinary general meeting of shareholders of Alcanza Seguros, S.A. de C.V. of February 27, 2013 is recorded, in which it was resolved the incorporation of said insurance institution into Grupo Financiero Aserta, S.A. de C.V., which was inscribed in the Public Commerce Registry on April 23, 2013, with electronic commercial folio No. 474023-1.

V.

With a writing dated June 2, 2014, Grupo Financiero Aserta, S.A. de C.V. sent to this Insurance, Pensions and Social Security Unit the first testimony of public deed 92,255 of April 24, 2014, drawn up before the notary of Lic. Luis Felipe Morales Viesca, Public Notary No. 22 of the Federal District, in which the formalization of the extraordinary general meeting of shareholders of Grupo Financiero Aserta, S.A. de C.V. of March 27, 2014 is recorded, in which it was resolved the modification to articles second and tenth of the bylaws of Grupo Financiero Aserta, S.A. de C.V., as well as to the single responsibility agreement, derived from the incorporation of Alcanza Seguros, S.A. de C.V., which was inscribed in the Public Commerce Registry on May 12, 2014, with commercial folio 325441*

CONSIDERATIONS

I.

That as a result of the incorporation of Alcanza Seguros, S.A. de C.V. into Grupo Financiero Aserta, S.A. de C.V. and of the reform to articles second and tenth of the bylaws of the holding company of Grupo Financiero Aserta, S.A. de C.V., as indicated in Background II, the terms of the authorization granted to that financial group must be modified.

II.

That they sent to this Ministry the first testimony and the three simple copies of public deeds 87,366, 56,101 and 92,255 with registration data in the Public Commerce Registry.

RESOLUTION

First. - The Fifth Resolutive Clause of the authorization granted to Grupo Financiero Aserta, S.A. de C.V. to constitute and function as a financial group is modified, to remain in the following terms: