Official Letter Authorizing the Merger between Controladora Aserta, S.A.P.I. de C.V. and Grupo Financiero Aserta, S.A. de C.V.

DOF: 22/07/2022

OFFICIAL LETTER authorizing the merger between Controladora Aserta, S

A seal bearing the National Coat of Arms, which reads: United Mexican States.- TREASURY.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Insurance, Pensions and Social Security Unit.- Deputy General Legal Directorate for Insurance, Sureties and Pensions.- Official Letter No. 366-III- 193/2022.

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

CONTROLADORA ASERTA, S.A.P.I. DE C.V.

Camino a Santa Teresa No. 1040, Floor 7

Col. Jardines en la Montaña

C.P. 14210

Attn: José Manuel Campero Pardo

Representative

The Federal Government, through this Ministry of Finance and Public Credit, based on the provisions of Article 31, fraction XXXII of the Organic Law of the Federal Public Administration, Articles 17 and 19 of the Law to Regulate Financial Groups, and Article 36, fraction VI and the penultimate paragraph of Article 105 of the Internal Regulations of the Ministry of Finance and Public Credit, issues the resolution indicated below, in light of the following background and considerations:

BACKGROUND

I.

Grupo Financiero Aserta, S.A. de C.V. (GF Aserta) is a company authorized by this Ministry to be constituted and operate as a controlling company and authorized to operate the respective financial group, as evidenced by resolution 101.-1164 of December 21, 2007, published in the Official Journal of the Federation on July 8, 2010 and last modified by Official Letter 366-III-162/2022 of May 26, 2022.

II.

GF Aserta is currently composed of the controlling company and the following financial entities:

1.

Aseguradora Aserta, S.A. de C.V., Grupo Financiero Aserta.

2.

Aseguradora Insurgentes, S.A. de C.V., Grupo Financiero Aserta.

3.

Aserta Seguros Vida, S.A. de C.V., Grupo Financiero Aserta.

Likewise, the company participates in the share capital of the service company Corporación de Servicios Aserta, S.A. de C.V., Grupo Financiero Aserta (formerly Corporación de Servicios San José, S.A. de C.V., Grupo Financiero Aserta).

III.

With a letter dated September 29, 2021, received on October 1 of the same year, GF Aserta and Controladora Aserta S.A.P.I de C.V. (Controladora Aserta) requested authorization to carry out the merger of Controladora Aserta, in its capacity as the merging company, with GF Aserta, in its capacity as the merged company.

IV.

With the letter dated September 29, 2021, they attached the following information and documentation:

1.

Certified copy of Public Deed No. 63,177 of September 10, 2021, granted before the notary Lic. Emiliano Zubiría Maqueo, Public Notary No. 25 practicing in Mexico City, which contains the protocolization of the minutes of the extraordinary general meeting of shareholders of GF Aserta of August 10, 2021, in which it was resolved, among other things, to approve the merger of Controladora Aserta in its capacity as merging company and GF Aserta in its capacity as merged company.

2.

Certified copy of Public Deed No. 63,179 of September 10, 2021, granted before the notary Lic. Emiliano Zubiría Maqueo, Public Notary No. 25 practicing in Mexico City, which contains the protocolization of the minutes of the extraordinary general meeting of shareholders of Controladora Aserta of August 10, 2021, in which it was resolved, among other things, to approve the merger of Controladora Aserta in its capacity as merging company and GF Aserta in its capacity as merged company.

3.

Merger program.

4.

Draft merger agreement.

5.

Audited financial statements 2020 and financial statements as of June 30, 2021 of Grupo Financiero Aserta, S.A. de C.V.

6.

Financial statements as of July 31, 2021 of Controladora Aserta, S.A.P.I due to its recent creation.

7.

Projected financial statements of the merging company.

8.

List and information of persons who directly or indirectly intend to maintain a participation in the share capital of the merging company.

9.

Strategic financial program.

V.

Through official letters 366-III-298/2021 and 366-III-299/2021 dated October 20, 2021, the Deputy General Legal Directorate for Insurance, Sureties and Pensions attached to the Insurance, Pensions and Social Security Unit requested an opinion from the Bank of Mexico and the National Insurance and Sureties Commission, respectively.

VI.

With a letter dated October 21, 2021, GF Aserta and Controladora Aserta, in follow-up to their letter of September 29, 2021, cited in Background III, presented the balance sheet as of September 30, 2021 of GF Aserta.

VII.

Through official letters 366-III-324/2021 and 366-III-325/2021 of November 10, 2021, the information mentioned in Background VI was sent to the Bank of Mexico and the National Insurance and Sureties Commission, reiterating the requested opinion.

VIII.

Through official letter OFI002-510 of March 18, 2022, the Bank of Mexico issued a favorable opinion for this Ministry to authorize the merger.

IX.

Through official letter No. 06-C00-41000-03625/2022 of May 12, 2022, the National Insurance and Sureties Commission issued a favorable opinion for this Ministry to authorize the requested action.

X.

With a letter dated May 16, 2022, received on May 24 of the same year, GF Aserta and Controladora Aserta, in follow-up to their letter of September 29, 2021, among other things, sent the following information and documentation:

1.

Certified copy of Public Deed No. 62,339 of June 12, 2020, granted before the notary Lic. Emiliano Zubiría Maqueo, Public Notary No. 25, practicing in Mexico City, registered in the Public Commerce Registry of Mexico City, which contains the partial protocolization of the minutes drawn up on the occasion of the board of directors meeting of GF Aserta held on January 30, 2020, in which it was resolved, among other things, the granting and/or ratification; and/or revocation, and/or resignation of powers.

2.

Certified copy of Public Deed No. 63,087 of July 28, 2021, granted before the notary Lic. Emiliano Zubiría Maqueo, Public Notary No. 25, practicing in Mexico City, registered in the Public Commerce Registry of Mexico City, which contains the constitution of Controladora Aserta.

3.

The current corporate structure of GF Aserta.

4.

Corporate structure after the merger of Controladora Aserta.

5.

Merger plan of GF Aserta with Controladora Aserta.

6.

Shareholder structure of Controladora Aserta.

7.

Shareholder structure of GF Aserta.

8.

Shareholder structure that Controladora Aserta will have after the merger.

9.

Projected financial statements of Controladora Aserta as the merging company, once the merger with GF Aserta is materialized.

On the other hand, in the same letter, they indicate that the main reason for requesting the merger between GF Aserta and Controladora Aserta is the intention to carry out investments abroad and, taking into account the limitations imposed by the LRAF for that purpose, they decided to abandon the financial group regime, in order to have greater freedom to carry out said investments; likewise, they indicate that maintaining such figure does not report any benefit to GF Aserta, nor to its controlled companies, which is why, if the requested merger is materialized, the controlled companies will have greater operational margin of action.

CONSIDERATIONS

I.

That, Article 17 of the Law to Regulate Financial Groups, establishes that for the merger of any company with a controlling company, prior authorization from the Ministry of Finance and Public Credit will be required, hearing the opinion of the Bank of Mexico and, as appropriate, of the National Banking and Securities Commission, of the Insurance and Sureties Commission or of the Retirement Savings System, as well as the information that must be presented to request the aforementioned authorization.

II.

That, with the letters of September 29 and October 21, 2021, as well as that of May 16, 2022, they presented the information and documentation cited in the aforementioned Article 17.

III.

That the Bank of Mexico and the National Insurance and Sureties Commission issued the opinion requested of them.

IV.

That, from the analysis of the request presented by GF Aserta and Controladora Aserta, as well as of the information and documentation received, it was concluded that from the legal and administrative point of view it is appropriate to issue this document.

RESOLUTION

First. - The merger between Controladora Aserta, S.A.P.I. de C.V., in its capacity as the merging company, and Grupo Financiero Aserta, S.A. de C.V., in its capacity as the merged company, is authorized.

Second. - The merger between Controladora Aserta, S.A.P.I. de C.V. and Grupo Financiero Aserta, S.A. de C.V., will take effect from the date on which Public Deeds Nos. 63,177 and 63,179 of September 10, 2021 are registered in the Public Commerce Registry, which contain the agreements of the extraordinary general meetings of shareholders of Grupo Financiero Aserta, S.A. de C.V. and Controladora Aserta, S.A.P.I., respectively, through which it was resolved to approve the merger, as well as this authorization.

Third. - This authorization and the board agreements cited in the previous operative clause must be published in the Official Journal of the Federation, at the expense of Controladora Aserta, S.A.P.I. de C.V., in accordance with the second paragraph of Article 19 of the Law to Regulate Financial Groups.

Fourth. With this official letter and in accordance with the last paragraph of Article 17 of the Law to Regulate Financial Groups:

1.

The authorization granted to Grupo Financiero Aserta, S.A. de C.V. to be constituted and operate as a controlling company and authorized to operate the respective financial group is left without effect, as evidenced by resolution 101.-1164 of December 21, 2007, published in the Official Journal of the Federation on July 8, 2010 and last modified by Official Letter 366-III-162/2022 of May 26, 2022, without, for this purpose, the issuance of an express declaration by this Ministry being necessary.

2.

From the time the merger takes effect in accordance with what is stated in Resolution Second of this official letter, the financial entities that were part of Grupo Financiero Aserta, S.A. de C.V., must cease to be presented as members thereof, for which they must previously modify their corporate names.

This official letter is issued based on the information provided by Grupo Financiero Aserta, S.A. de C.V. and Controladora Aserta, S.A.P.I. de C.V. indicated in the Backgrounds and is limited exclusively to the merger of Controladora Aserta, S.A.P.I. de C.V., in its capacity as the merging company, and Grupo Financiero Aserta, S.A. de C.V., in its capacity as the merged company, which in accordance with the applicable provisions falls within the competence of this Ministry to resolve and does not prejudge the carrying out of any act that said companies carry out, which implies prior authorization or approval from other authorities, nor does it validate any that has been carried out in contravention of current regulations.

Respectfully

Mexico City, June 24, 2022.- In substitution for the absence of the Deputy General Legal Director for Insurance, Sureties and Pensions, in accordance with Article 105, penultimate paragraph of the Internal Regulations of the Ministry of Finance and Public Credit, the Legal Director, Guadalupe Rosales Pérez .- Rubric.

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