Official Letter Authorizing the Incorporation of CBM Banco, S.A. as a Multiple Banking Institution within Grupo Financiero Citibanamex

DOF: 05/09/2023

OFFICIAL LETTER authorizing the incorporation of CBM Banco, S.A.

At the margin, a seal with the National Emblem, which reads: United Mexican States.- TREASURY.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Unit of Banking, Securities and Savings.- Coordination of Banking and Securities.- Official Letter No. UBVA/CBV/337/2023.

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

PRESENT

DEUTSCHE BANK MÉXICO, S.A. MULTIPLE BANKING INSTITUTION

PRESENT

The Ministry of Finance and Public Credit, through the Coordination of Banking and Securities attached to the Unit of Banking, Securities and Savings, based on the provisions of Articles 31, fraction XXXII of the Organic Law of the Federal Public Administration; 15 in relation to 19, last paragraph of the Law to Regulate Financial Groups; and in exercise of the authority conferred by Article 15 A, fraction IX of the Internal Regulations of the Ministry of Finance and Public Credit, and in attention to the following:

BACKGROUND

I.

Through an initial written submission received in this Administrative Unit on December 14, 2022, and its extensions presented on April 26, May 23, June 28, July 10, and July 12, all of 2023, "Grupo Financiero Citibanamex, S.A. de C.V." and "Deutsche Bank México, S.A., Multiple Banking Institution" requested authorization and approval from this Ministry for the performance of the following legal acts:

A.

The incorporation of "Deutsche Bank México, S.A., Multiple Banking Institution", under the name "CBM Banco, S.A., Multiple Banking Institution, member of Grupo Financiero Citibanamex", subject to the authorization, if any, issued by the National Banking and Securities Commission, for "Grupo Financiero Citibanamex, S.A. de C.V." to acquire 99.9999% of the shares of "Deutsche Bank México, S.A., Multiple Banking Institution".

B.

The modification of Article Two of the bylaws of "Grupo Financiero Citibanamex, S.A. de C.V.", in order to include "CBM Banco, S.A., Multiple Banking Institution, member of Grupo Financiero Citibanamex" as a financial entity member of that Financial Group.

C.

The modification of the Single Liability Agreement that that Controlling Company has executed with the financial entities that are members of the Financial Group, by virtue of the incorporation in question.

II.

Through official letter UBVA/DGABV/012/2023 of January 10, 2023, and its extensions UBVA/CBV/207/2023, UBVA/CBV/250/2023, UBVA/CBV/305/2023, and UBVA/CBV/317/2023 of dates May 9, May 30, July 6, and July 13, all of 2023, respectively, the then Deputy General Directorate of Banking and Securities, currently the Coordination of Banking and Securities, attached to the Unit of Banking, Securities and Savings, requested the opinion of the Bank of Mexico;

III.

Through official letter UBVA/DGABV/013/2023 of January 10, 2023, and its extensions UBVA/CBV/208/2023, UBVA/CBV/251/2023, and UBVA/CBV/306/2023 of dates May 9, May 30, and July 6, 2023, respectively, the then Deputy General Directorate of Banking and Securities, currently the Coordination of Banking and Securities, attached to the Unit of Banking, Securities and Savings, requested the opinion of the National Banking and Securities Commission;

IV.

Through official letter UBVA/DGABV/014/2023 of January 10, 2023, and its extensions UBVA/CBV/209/2023, UBVA/CBV/252/2023, UBVA/CBV/307/2023, and UBVA/CBV/319/2023 of dates May 9, May 30, July 6, and July 13, all of 2023, respectively, the then Deputy General Directorate of Banking and Securities, currently the Coordination of Banking and Securities, requested the opinion of the then Deputy General Directorate of Financial Analysis and International Linkage, currently the Coordination of Financial Analysis and International Linkage, both attached to this Administrative Unit; and

CONSIDERATIONS

That the Ministry of Finance and Public Credit, through the Coordination of Banking and Securities attached to the Unit of Banking, Securities and Savings, is competent to authorize the incorporation of a financial entity into a financial group, in accordance with Article 15 in relation to 19, last paragraph, of the Law to Regulate Financial Groups and in exercise of the authority conferred by Article 15 A, fraction IX, of the Internal Regulations of this Ministry.

That through official letter VPN-310-42227/2023 of July 11, 2023, the National Banking and Securities Commission, through the Vicepresidencies of Normativity and of Supervision of Groups and Financial Intermediaries B, communicated to "Deutsche Bank México, S.A., Multiple Banking Institution" and "Grupo Financiero Citibanamex, S.A. de C.V.", that the members of the Board of Directors of said Commission, in a session held on July 7, 2023, approved that the alienation and acquisition, respectively, of 99.99% of the share capital of that Multiple Banking Institution be authorized, in favor of that Financial Group.

That through official letter OFI002-683 of July 14, 2023, the Bank of Mexico, through the Management of Authorizations and Regulation and the Submanagement of Authorizations and Central Banking Queries, expressed a favorable opinion in order for this Ministry to authorize what was requested;

That through official letter 312-3/94090/2023 of July 11, 2023, the National Banking and Securities Commission, through the Coordinations of Authorizations to the Financial System C and of Authorizations to the Financial System A and the General Directorate of Supervision of Groups and Financial Intermediaries F, expressed a favorable opinion in order for this Ministry to authorize what was requested, in terms of the proposal presented;

That through official letter UBVA/CAFVI/041/2023 of July 17, 2023, the Coordination of Financial Analysis and International Linkage, attached to the Unit of Banking, Securities and Savings, stated that from a financial point of view, it observes no inconvenience to granting the applicants the corresponding authorization;

That the applicant Companies demonstrated full compliance with the requirements established by Article 15 of the Law to Regulate Financial Groups, to request authorization from this Ministry in order to carry out the incorporation described in subsection A of Background I of this official letter, which were added to the respective file; and

That once the analysis of the documentation presented by the applicant companies was completed, in compliance with Article 15 of the Law to Regulate Financial Groups and after the opinions of the consulted bodies were obtained, in terms of the proposal presented, there are no legal, accounting, financial, or operational impediments regarding the feasibility of the incorporation described in subsection A of Background I of this official letter; therefore, it deems it appropriate to issue the following:

RESOLUTION

FIRST.-

The incorporation of "CBM Banco, S.A., Multiple Banking Institution, member of Grupo Financiero Citibanamex" as a financial entity member of "Grupo Financiero Citibanamex, S.A. de C.V." is authorized, in accordance with the terms provided in the respective projects of: (i) Unanimous Resolutions Adopted Outside of Shareholders' Meetings by the shareholders of "Grupo Financiero Citibanamex, S.A. de C.V." and (ii) Unanimous Resolutions Adopted Outside of Shareholders' Meetings by the shareholders of "Deutsche Bank México, S.A., Multiple Banking Institution", subject to the conditions established in the Fourth Resolutive of this official letter.

SECOND.-

"Grupo Financiero Citibanamex, S.A. de C.V." must present to this Administrative Unit, within forty business days following the date on which they are recorded before a public notary, the following instruments, the content of which must be consistent with the terms in which the respective projects were presented to this Ministry:

i)

Certified copy of the First Testimony of the public deed in which the protocolization of the Unanimous Resolutions Adopted Outside of Shareholders' Meetings by the shareholders of "Grupo Financiero Citibanamex, S.A. de C.V." is recorded, in which the incorporation of "Deutsche Bank México, S.A., Multiple Banking Institution" under the name "CBM Banco, S.A., Multiple Banking Institution, member of Grupo Financiero Citibanamex" as a financial entity member of that Financial Group is agreed.

ii)

Certified copy of the First Testimony of the public deed in which the protocolization of the Unanimous Resolutions Adopted Outside of Shareholders' Meetings by the Shareholders of "Deutsche Bank México, S.A., Multiple Banking Institution" is recorded, in which, among other things, the transmission of shares representing 99.99% of the share capital of "Deutsche Bank México, S.A., Multiple Banking Institution" is acknowledged and its incorporation into "Grupo Financiero Citibanamex, S.A. de C.V." under the name "CBM Banco, S.A., Multiple Banking Institution, member of Grupo Financiero Citibanamex" as a financial entity member thereof is agreed.

THIRD.-

"Grupo Financiero Citibanamex, S.A. de C.V." must present to this Administrative Unit, within the period granted in the preceding SECOND Resolutive, a simple copy of the certificates of entry into the Public Commerce Register, of the public deeds indicated in subsections i) and ii) of the aforementioned SECOND Resolutive, understanding that, with respect to the reform to the bylaws of the Controlling Company, as well as the modification of the Single Liability Agreement that that Controlling Company has executed with the financial entities that are members of the financial group, their registration inscription will proceed once approval from this Ministry is obtained.

Likewise, "Grupo Financiero Citibanamex, S.A. de C.V." must send to this Unit of Banking, Securities and Savings, a simple copy of the documentation stating the date and other data related to the respective inscriptions, within a period of ten business days following the date on which they are obtained.

FOURTH.-

The authorization referred to in the FIRST Resolutive of this official letter is subject to the following resolutive conditions:

a)

That the respective Unanimous Resolutions Adopted Outside of Shareholders' Meetings by the Shareholders of "Grupo Financiero Citibanamex, S.A. de C.V." and the Unanimous Resolutions Adopted Outside of Shareholders' Meetings by the Shareholders of "Deutsche Bank México, S.A., Multiple Banking Institution" agree to the incorporation of "Deutsche Bank México, S.A., Multiple Banking Institution" under the name of "CBM Banco, S.A., Multiple Banking Institution, member of Grupo Financiero Citibanamex", in terms different from those presented to this Ministry; or

b)

That for reasons attributable to "Grupo Financiero Citibanamex, S.A. de C.V.", the public deeds indicated in subsections i) and ii) of the SECOND Resolutive of this official letter are not submitted to the Public Commerce Register for inscription within the period referred to in the aforementioned SECOND Resolutive of this official letter.

FIFTH.-

The incorporation authorized in this official letter will take effect from the date on which this authorization and the public instruments in which the respective incorporation agreements are recorded are inscribed in the corresponding Public Commerce Register, in accordance with the provisions of Article 19, first paragraph, of the Law to Regulate Financial Groups, and must inform this Ministry about the date and other data related to said inscription, within a period of ten business days counted from the date on which it has been verified.

SIXTH.-

This authorization and the respective incorporation agreements must be published in the Official Gazette 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 performance of said publications must be notified to this Administrative Unit, attaching a copy of the documentation that accredits it, within five business days following the date on which said publications are verified.

SEVENTH.-

In order for this Unit of Banking, Securities and Savings to be able to approve the modification of Article Two of the bylaws of "Grupo Financiero Citibanamex, S.A. de C.V.", as well as the Single Liability Agreement that that Controlling Company has executed with the financial entities that are members of the financial group, it communicates that prior to their inscription, it must send, within twenty business days following the date on which they are carried out and in terms of the projects presented on July 12, 2023, the following:

A.

First Testimony and two simple copies of the public deed in which the protocolization of the Unanimous Resolutions Adopted Outside of Shareholders' Meetings by the Shareholders of "Grupo Financiero Citibanamex, S.A. de C.V." is recorded, in which the modification of Article Two of its bylaws and the Single Liability Agreement is agreed, in order to contemplate the incorporation of "Deutsche Bank México, S.A., Multiple Banking Institution" under the name "CBM Banco, S.A., Multiple Banking Institution, member of Grupo Financiero Citibanamex", as a financial entity member of that Financial Group; and

B.

First Testimony and two simple copies of the public deed in which the protocolization of the Modification Agreement to the Single Liability Agreement is recorded, in order to contemplate the incorporation in question.

EIGHTH.-

In terms of what is established by the Twenty-Fourth of the General Provisions for the Registration of Financial Service Providers, "Grupo Financiero Citibanamex, S.A. de C.V." must inform, through the Portal of the Registry of Financial Service Providers (SIPRES) in charge of the National Commission for the Protection and Defense of Users of Financial Services (CONDUSEF), the incorporation authorized in the FIRST Resolutive of this official letter.

This authorization is issued based on the information and documentation provided by the applicants and is limited exclusively to the acts and operations that, in accordance with the applicable provisions, it is the responsibility of the Ministry of Finance and Public Credit, through its Unit of Banking, Securities and Savings, to resolve, and does not prejudge the tax implications of the operations subject of this authorization, nor the performance of any corporate act that the involved companies carry out, which implies prior authorization or approval from financial, tax, or any other authorities, in terms of current regulations. Likewise, it does not validate acts or operations that are carried out in contravention to the laws or regulations emanating from them.

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

Sincerely

Mexico City, July 19, 2023. - The Coordinator, Ángel Cabrera Mendoza.- Rubric.

(R.- 541450)

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