Official Letter Authorizing the Incorporation of Invex Consumo, S.A. de C.V. as a Regulated Multiple-Object Financial Entity and Member of Invex Financial Group

DOF: 14/03/2019

OFFICIAL LETTER authorizing the incorporation of Invex Consumo, S

A seal bearing the National Emblem, which reads: United Mexican States.- SHCP.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Unit of Banking, Securities and Savings.- Official Letter No. UBVA/ 009 /2019.

INVEX FINANCIAL GROUP, 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 XXXII of the Organic Law of the Federal Public Administration, 15 in relation with 19, first and last paragraphs and 20 of the Law to Regulate Financial Groups, 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 and in attention to the following:

BACKGROUND

Through writings received in this Administrative Unit on November 7, 2017, March 27, May 11, June 13 and 29, July 25, October 25, November 14 and 26, all of 2018, through which the lawyers Luis Enrique Estrada Rivero and Daniel Ibarra Hernández, on behalf and representation of "Invex Financial Group, S.A. de C.V." and of "Banco Invex, S.A., Multiple Banking Institution, Invex Financial Group", personality duly accredited before this Department, request authorization and approval of this Ministry for their represented entities to carry out the following legal acts:

A.

The indirect incorporation of "Invex Consumo, S.A. de C.V." (formerly "Credomatic de México, S.A. de C.V.") into "Invex Financial Group, S.A. de C.V.", through "Banco Invex, S.A., Multiple Banking Institution, Invex Financial Group", once the former has adopted the modality of multiple-object financial entity, regulated entity.

B.

The modification of Articles Second, Fifth and Twenty-Seventh of the articles of association of "Invex Financial Group, S.A. de C.V.", in order to contemplate the incorporation in question, specify that its domicile is Mexico City, as well as include within the process of calls, what is established in Article 186 of the General Law of Mercantile Societies.

C.

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

Regarding this, the Deputy General Directorate of Banking and Securities, attached to this Unit of Banking, Securities and Savings, in exercise of the powers conferred by Article 28, fraction XXII of the Internal Regulations of this Ministry and based on the provisions of Articles 15 and 20 of the Law to Regulate Financial Groups, through official letters UBVA/DGABV/825/2017 and UBVA/DGABV/826/2017 of November 7, 2017, UBVA/DGABV/198/2018 and UBVA/DGABV/199/ 2018 of April 3, 2018, UBVA/DGABV/433/2018 and UBVA/DGABV/434/2018 of June 14, 2018, UBVA/DGABV/463/2018 and UBVA/DGABV/464/2018 of July 3, 2018, UBVA/DGABV/545/ 2018 and UBVA/DGABV/546/2018 of July 26, 2018, UBVA/DGABV/771/2018 and UBVA/DGABV/ 772/2018 of October 30, 2018, UBVA/DGABV/805/2018 and UBVA/DGABV/806/2018 of November 15, 2018, and UBVA/DGABV/830/2018 of November 27, 2018, requested the opinion of the Bank of Mexico and of the National Banking and Securities Commission, respectively.

Likewise, based on Article 28, fraction XXVIII of the Internal Regulations of this Department, through official letters UBVA/DGABV/827/2017 of November 7, 2017, UBVA/DGABV/ 200/2018 of April 3, 2018, UBVA/DGABV/435/2018 of June 14, 2018, UBVA/DGABV/ 465/2018 of July 3, 2018, UBVA/DGABV/547/2018 of July 26, 2018, and UBVA/DGABV/ 773/2018 of October 30, 2018, UBVA/DGABV/807/2018 of November 15, 2018, and UBVA/DGABV/832/2018 of November 27, 2018, requested the opinion of the Deputy General Directorate of Financial Analysis and International Linkage, attached to this Unit of Banking, Securities and Savings.

Through official letter UBVA/DGABV/842/2018 of November 30, 2018, this Administrative Unit through the Deputy General Directorate of Banking and Securities, communicated to "Invex Financial Group, 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 formalization, the documentation related in the same, in accordance with the document sent through writing received on October 25, 2018.

Through writing received in this Administrative Unit on December 6, 2018, the lawyer Daniel Ibarra Hernández, on behalf and representation of "Invex Financial Group, S.A. de C.V." and of "Banco Invex, S.A., Multiple Banking Institution, Invex Financial Group", personality that he has duly accredited before this Department, submitted the following documentation:

a.

First Testimony and three simple copies of public deed No. 13,715 of December 6, 2018, granted before the notary public lawyer Martín Bernardo Rodríguez Hernández, Holder of Notary No. 171 of the State of Mexico and of the Federal Real Estate Heritage, acting as Associate and in the protocol of Notary No. 47 of which the lawyer Eduardo Segovia Abascal is Holder, in which the protocolization of the Minutes of the Extraordinary General Shareholders' Meeting of "Invex Financial Group, S.A. de C.V.", held on December 6, 2018, is recorded, in which the incorporation of "Invex Consumo, S.A. de C.V., Multiple-Object Financial Entity, Regulated Entity, Invex Financial Group" was agreed, as a financial entity that is part of that financial group, as well as the modification to Articles Second, Fifth and Twenty-Seventh of its Articles of Association and to the Single Liability Agreement.

b.

First Testimony and three simple copies of public deed No. 13,716 of December 6, 2018, granted before the aforementioned Notary, in which the protocolization of the Modification Agreement to the Single Liability Agreement that that Controlling Society has celebrated with the financial entities that make up said Financial Group, is recorded, in order to contemplate the aforementioned incorporation.

c.

Simple copy of public deed No. 13,714 of December 6, 2018, granted before the aforementioned Notary, in which the protocolization of the Minutes of the Ordinary and Extraordinary General Shareholders' Meeting of "Invex Consumo, S.A. de C.V.", held on December 6, 2018, is recorded, in which it was agreed, among others, its transformation into a Multiple-Object Financial Entity, Regulated Entity, as well as its incorporation into "Invex Financial Group, S.A. de C.V.".

d.

Simple copy of the Share Purchase Agreement celebrated between "Invex Activos, S.A.P.I. de C.V." and "Banco Invex, S.A., Multiple Banking Institution, Invex Financial Group" on December 6, 2018, through which said credit institution acquires the shares representing the social capital of "Invex Consumo, S.A. de C.V.", and

CONSIDERING

That the Bank of Mexico through official letter OFI002-21 received on November 29, 2018, expressed its favorable opinion in order for this Ministry to authorize what was requested;

That the National Banking and Securities Commission, through official letter 312-1/66628/2018 received on November 26, 2018, expressed its favorable opinion for this Ministry to authorize the incorporation of "Invex Consumo, S.A. de C.V." (formerly "Credomatic de México, S.A. de C.V.") as a member of "Invex Financial Group, S.A. de C.V.", as well as to approve the modification of the articles of association of that financial group, and of the Single Liability Agreement that the controlling society has celebrated with the financial entities that are part of "Invex Financial Group, S.A. de C.V.", in the terms of the proposal presented;

That the Deputy General Directorate of Financial Analysis and International Linkage, through official letters UBVA/DGAAF/187A/2018 and UBVA/DGAAF/270/2018 received on August 24 and November 30, both of 2018, expressed its favorable opinion from an accounting-financial point of view, for the promoters to be authorized what was requested;

That the authorization and approval requests referred to in Background 1 of this official letter, comply with the legal and administrative provisions applicable to the authorization procedure for the incorporation of a financial entity as a member of a financial group, and for the approval of the modification of the articles of association of a controlling society and of the Single Liability Agreement celebrated by a Controlling Society and the financial entities that are part of the respective Financial Group, and

That once the information and documentation presented by "Invex Financial Group, S.A. de C.V." and "Banco Invex, S.A., Multiple Banking Institution, Invex Financial Group" has been analyzed, and after hearing the opinions of the Bank of Mexico, of the National Banking and Securities Commission and of the Deputy General Directorate of Financial Analysis and International Linkage of this own Administrative Unit, as well as having determined the appropriateness of granting the authorization and approvals in question, it issues the following:

RESOLUTION

FIRST.-

The incorporation of "Invex Consumo, S.A. de C.V., Multiple-Object Financial Entity, Regulated Entity, Invex Financial Group" as a financial entity that is part of "Invex Financial Group, S.A. de C.V." is authorized, through the acquisition that "Banco Invex, S.A., Multiple Banking Institution, Invex Financial Group" will carry out of all but one of the shares representing the social capital of that multiple-object financial society, in the terms agreed by the Extraordinary General Shareholders' Meeting of the aforementioned controlling society, held on December 6, 2018, protocolized through public deed No. 13,715 of that same date, granted before the notary public lawyer Martín Bernardo Rodríguez Hernández, Holder of Notary No. 171 of the State of Mexico and of the Federal Real Estate Heritage, acting as Associate and in the protocol of Notary No. 47 of which the lawyer Eduardo Segovia Abascal is Holder.

This authorization is subject to the resolutive condition consisting of not submitting to this Ministry, the proof of entry of the Public Deed in which the incorporation in question has been agreed in the Public Property and Commerce Registry respectively, within the twenty business days following the date on which this official letter is notified.

SECOND.-

The incorporation in question 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 Property and Commerce Registry, in accordance with the provisions of the first paragraph of Article 19 of the Law to Regulate Financial Groups.

THIRD.-

This authorization as well as the agreements regarding the incorporation in question must be published in the Official Gazette of the Federation in terms of what is provided in the second paragraph of Article 19 of the Law to Regulate Financial Groups, at the expense of "Invex Financial Group, 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 five business days following the date on which said publications are verified.

FOURTH.-

The modification of Articles Second, Fifth and Twenty-Seventh of the Articles of Association of "Invex Financial Group, S.A. de C.V." is approved, in the terms agreed by its Extraordinary General Shareholders' Meeting, held on December 6, 2018, protocolized through public deed No. 13,715 of that same date, granted before the notary public lawyer Martín Bernardo Rodríguez Hernández, Holder of Notary No. 171 of the State of Mexico and of the Federal Real Estate Heritage, acting as Associate and in the protocol of Notary No. 47 of which the lawyer Eduardo Segovia Abascal is Holder.

FIFTH.-

The Modification Agreement to the Single Liability Agreement celebrated between "Invex Financial Group, S.A. de C.V." with the financial entities that are part of the respective financial group, protocolized through public deed number No. 13,716 of December 6, 2018, granted before the aforementioned Notary, is approved.

SIXTH.-

In terms of what is established by the Twenty-Third and Twenty-Fourth, fractions VI and XII of the General Provisions for the registration of financial service providers, "Invex Financial Group, 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 modification of its articles of association and of the Single Liability Agreement approved in Resolutives Fourth and Fifth of this official letter.

Finally, the First Testimonies of the Public Deeds that "Invex Financial Group, S.A. de C.V." attached to its writing are returned to "Invex Financial Group, 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 Public Property and Commerce Registry respectively, within a term 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 "Invex Financial Group, S.A. de C.V." and "Banco Invex, S.A., Multiple Banking Institution, Invex Financial Group", and are limited exclusively to the acts and operations that, in accordance with the applicable provisions, compete to resolve this Unit of Banking, Securities and Savings and do not prejudge the carrying out of any corporate act that said Societies carry out, which imply the prior authorization or approval of financial, tax or any other authorities, in terms of the current regulations.

With no other particular, I take the opportunity to send you a cordial greeting.

Sincerely

Mexico City, February 1, 2019.- The Head of the Unit, Juan Pablo Graf Noriega.- Initials.

(R.- 479272)

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