Official Letter Authorizing the Incorporation of Arrendadora Base, S.A. de C.V., SFOM, E.R., into Grupo Financiero Base, S.A. de C.V.

DOF: 30/10/2018

OFFICIAL LETTER through which the incorporation of Arrendadora Base, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, E.R., Grupo Financiero Base, as a financial entity member of Grupo Financiero Base, S.A. de C.V., is authorized.

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.- Official Letter No. UBVA/074/2018.

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

Present

The 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; 15 in relation to 19, last paragraph and 20 of the Law to Regulate Financial Groupings, and in exercise of the powers conferred by article 27, fractions X and XII of the Internal Regulations of the Ministry of Finance and Public Credit, in attention to the following:

BACKGROUND

1.

Through writings received in this Administrative Unit on March 8, May 8, June 7 and 11, all of 2018, the lawyers Ana Paula Carrera Mercado, in her capacity as legal representative of "Grupo Financiero Base, S.A. de C.V." and Aldo Escalante Escalera in his capacity as legal representative of "BI FX LOAN, S. de R.L. de C.V.", personality which they have duly accredited before this Department, requested authorization and approval from this Ministry for their represented parties to carry out the following legal acts:

i.

The indirect incorporation through "Banco Base, S.A., Institución de Banca Múltiple, Grupo Financiero Base" of "BI FX LOAN, S. de R.L. de C.V.", once the latter has adopted the modality of multiple-object financial society, regulated entity, under the name of "Arrendadora Base, S.A. de C.V. Sociedad Financiera de Objeto Múltiple, E.R., Grupo Financiero Base".

ii.

The modification of Article Two of the bylaws of "Grupo Financiero Base, S.A. de C.V.", in order to contemplate the incorporation in question.

iii.

The modification of the Single Liability Agreement that that Controlling Society has celebrated with the financial entities that are part of the Financial Group, due to the incorporation in question.

2.

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 official letters UBVA/DGABV/153/2018 and UBVA/DGABV/154/2018 of March 14, UBVA/DGABV/284/2018 and UBVA/DGABV/285/2018, of May 11, UBVA/DGABV/403/2018 and UBVA/DGABV/404/2018 of June 7 and UBVA/DGABV/426/2018 and UBVA/DGABV/427/2018 of June 12, all of 2018, requested the opinion of the Bank of Mexico and of the National Banking and Securities Commission, respectively.

Likewise, through official letters UBVA/DGABV/155/2018 of March 14, UBVA/DGABV/286/2018 of May 11, UBVA/DGABV/405/2018 and UBVA/DGABV/428/2018 of June 7 and 12, respectively, all of 2018, in exercise of the powers conferred by article 28, fraction XXVIII of the Internal Regulations of this Ministry, it requested the opinion of the Deputy General Directorate of Financial Analysis and International Linkage, attached to this Administrative Unit.

3.

Through official letter UBVA/DGABV/473/2018 of July 4, 2018, 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 Base, S.A. de C.V." that in order to be able to resolve what is appropriate, it should send within the twenty business days following the date of its verification and in accordance with the terms of the proposal presented, what is indicated below:

1)

First Testimony and three simple copies of the public deed in which the protocolization of the Act of the Extraordinary General Shareholders' Meeting of "Grupo Financiero Base, S.A. de C.V." is recorded, in which the incorporation of "Arrendadora Base, S.A. de C.V. Sociedad Financiera de Objeto Múltiple, E.R., Grupo Financiero Base" (formerly "BI FX LOAN, S. de R.L. de C.V.") into that same Financial Group is agreed, as well as the modification of Article Two of its bylaws and the Single Liability Agreement, in accordance with the project sent through a writing received on June 11, 2018.

2)

First Testimony and three simple copies of the public deed in which the protocolization of the Modification Agreement to the Single Liability Agreement that that Controlling Society has celebrated with the financial entities that are part of it, to contemplate the aforementioned incorporation, is recorded, in accordance with the project sent through a writing received on June 11, 2018.

3)

Simple copy of the public deed in which the protocolization of the Act of the Partners' Meeting of "BI FX LOAN, S. de R.L. de C.V." is recorded, in which, among others, its transformation into a variable capital anonymous society, the adoption of the modality of multiple-object financial society, regulated entity, under the name of "Arrendadora Base, S.A. de C.V. Sociedad Financiera de Objeto Múltiple, E.R., Grupo Financiero Base", as well as its incorporation into "Grupo Financiero Base, S.A. de C.V." are agreed.

4)

Simple copy of the authorization issued by the Ministry of Economy for the use of the name "Arrendadora Base, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, E.R., Grupo Financiero Base".

4.

Through a writing received in this Administrative Unit on July 12, 2018, the Lic. Ana Paula Carrera Mercado in her capacity as legal representative of "Grupo Financiero Base, S.A. de C.V." and of "BI FX LOAN, S. de R.L. de C.V.", personality which she has duly accredited before this Ministry, sent the following:

i.

First Testimony and three simple copies of public deed No. 20,301 of July 11, 2018, granted before the notary of the lawyer Manuel García Garza, Holder of Public Notary No. 62, with practice in the First Registry District in the State of Nuevo León, in which the protocolization of the Act of the Extraordinary General Shareholders' Meeting of "Grupo Financiero Base, S.A. de C.V." is recorded, in which the incorporation of "Arrendadora Base, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, E.R., Grupo Financiero Base" (formerly "BI FX LOAN, S. de R.L. de C.V.") into that same Financial Group was agreed, as well as the modification of Article Two of its bylaws and the Single Liability Agreement.

ii.

First Testimony and three simple copies of public deed No. 20,303 of July 11, 2018, granted before the notary of the lawyer Manuel García Garza, Holder of Public Notary No. 62, with practice in the First Registry District in the State of Nuevo León, in which the protocolization of the First Modification Agreement to the Single Liability Agreement that "Grupo Financiero Base, S.A. de C.V." has celebrated with the financial entities that are part of it, to contemplate the incorporation mentioned, is recorded.

iii.

Simple copy of public deed No. 20,300 of July 11, 2018, granted before the notary of the lawyer Manuel García Garza, Holder of Public Notary No. 62, with practice in the First Registry District in the State of Nuevo León, in which the protocolization of the Act of the Partners' Meeting of "BI FX LOAN, S. de R.L. de C.V." is recorded, in which, among others, its transformation into a variable capital anonymous society, the adoption of the modality of multiple-object financial society, regulated entity, under the name of "Arrendadora Base, S.A. de C.V. Sociedad Financiera de Objeto Múltiple, E.R., Grupo Financiero Base", as well as its incorporation into "Grupo Financiero Base, S.A. de C.V." were agreed.

iv.

Simple copy of the authorization issued by the Ministry of Economy, for the use of the name "Arrendadora Base, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, E.R., Grupo Financiero Base".

CONSIDERING

1.

That the Bank of Mexico through official letter OFI002-13 received on June 28, 2018, expressed its favorable opinion for this Ministry to authorize what was requested.

2.

That the National Banking and Securities Commission through official letter 312-2/66372/2018 received on June 28, 2018, issued its favorable opinion for this Ministry to authorize the corporate acts in reference.

3.

That the Deputy General Directorate of Financial Analysis and International Linkage, through official letter UBVA/DGAAF/151/2018 received on July 2, 2018, issued its favorable opinion from the financial point of view for the authorizations corresponding to "Grupo Financiero Base, S.A. de C.V." to be granted.

4.

That the authorization requests for the incorporation of "Arrendadora Base, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, E.R., Grupo Financiero Base", as well as the approval for the reform of the bylaws and the single liability agreement referred to in Background 1 of this official letter, comply with the applicable legal and administrative provisions for the authorization procedure for the incorporation of a financial entity into an already constituted financial group, as well as for the approval procedure for the modifications of the bylaws and the Single Liability Agreement.

5.

That once the information and documentation presented by "Grupo Financiero Base, S.A. de C.V." has been analyzed, and after hearing the opinion of the Bank of Mexico and of 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 incorporation of "Arrendadora Base, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, E.R., Grupo Financiero Base" is authorized, as a financial entity member of "Grupo Financiero Base, S.A. de C.V.", due to the investment that "Banco Base, S.A., Institución de Banca Múltiple, Grupo Financiero Base" will make in the social capital of that multiple-object financial society, in the terms agreed by the Extraordinary General Shareholders' Meeting of that controlling society held on July 11, 2018, protocolized through public deed No. 20,301 of that same date, granted before the notary of the lawyer Manuel García Garza, Holder of Public Notary No. 62 with practice in the First Registry District in the State of Nuevo León.

Likewise, this authorization is subject to the resolutive condition consisting of not sending to this Ministry the records of entry of the public deed in question in which the incorporation in question has been agreed in the respective Public Commerce Registry, within the twenty business days following the date on which this official letter is notified.

Second.-

The authorized incorporation will take effect from the date on which this authorization and the public instruments in which the shareholders' meeting agreements regarding the incorporation 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 Groupings, and must inform this Ministry about the date and other data related to said registration, within a period of ten business days counted from the date on which it has been verified.

Third.-

This authorization and the incorporation agreements adopted by the respective shareholders' meetings, must be published in the Official Journal of the Federation in terms of what is provided by the second paragraph of article 19 of the Law to Regulate Financial Groupings, at the expense of "Grupo Financiero Base, S.A. de C.V.".

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

Fourth.-

"Grupo Financiero Base, S.A. de C.V." must accredit both to the National Banking and Securities Commission and to this Ministry, the formalization of the act in question, presenting a copy of the corresponding share purchase and sale contract, within the ten business days following the verification of the same.

Fifth.-

The modification of Article Two of the bylaws of "Grupo Financiero Base, S.A. de C.V." is approved, in the terms agreed by its Extraordinary General Shareholders' Meeting held on July 11, 2018, protocolized through public deed No. 20,301 of that same date, granted before the notary of the lawyer Manuel García Garza, Holder of Public Notary No. 62 with practice in the First Registry District in the State of Nuevo León.

Sixth.-

The First Modification Agreement to the Single Liability Agreement celebrated between the Controlling Society and the financial entities that are part of "Grupo Financiero Base, S.A. de C.V." is approved, on July 11, 2018, protocolized through public deed No. 20,303 of that same date, granted before the notary mentioned above.

Finally, the First Testimonies of the public deeds that "Grupo Financiero Base, S.A. de C.V." attached to its writing are returned to "Grupo Financiero Base, S.A. de C.V.", with the indication that it must inform this Department about the date and other data related to the registration 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 registrations are verified.

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

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

Sincerely

Mexico City, July 31, 2018.- The Head of the Unit,

Emilio Fueyo Saldaña.- Rubric.

(R.- 474638)

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