Official Letter Authorizing the Merger Between Principal Afore, S.A. de C.V., Principal Grupo Financiero, as the Surviving Entity, and MetLife Afore, S.A. de C.V., as the Merged Entity

DOF: 09/05/2018

OFFICIAL LETTER authorizing the merger between Principal Afore, S

A seal with the National Emblem appears on the margin, which reads: United Mexican States.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Insurance, Pensions and Social Security Unit.- General Legal Directorate for Insurance, Sureties and Pensions.- Official Letter No. 366-III-034/18.

PRINCIPAL AFORE, S.A. DE C.V., PRINCIPAL FINANCIAL GROUP

METLIFE AFORE, S.A. DE C.V.

Boulevard Manuel Ávila Camacho, No. 24, PH

Col. Lomas de Chapultepec, C.P. 11000

To:

CC . Gisela Laura Loewe Krieger

and

Enrique Alejandro Giménez

Representatives

The Ministry of Finance and Public Credit, based on the provisions of Article 31, fraction XXXIV of the Organic Law of the Federal Public Administration; Article 17 of the Law to Regulate Financial Groups; and Article 36, fraction VI of the Internal Regulations of the Ministry of Finance and Public Credit, issues the resolution indicated below, in accordance with the following background and considerations:

BACKGROUND

I.

By a document presented on November 7, 2017, Principal Afore, S.A. de C.V., Principal Financial Group requested this Ministry to authorize the merger of

Principal Afore, S.A. de C.V.,

Principal Financial Group, in its capacity as the surviving entity, with MetLife Afore, S.A. de C.V.,

in its capacity as the merged entity, in accordance with the following:

Principal Afore, S.A. de C.V., Principal Financial Group and Principal Mexico Services, S.A. de C.V. will acquire all of the shares representing the social capital of MetLife Afore, S.A. de C.V., currently owned by MetLife Mexico, S.A. and MetLife Pensions Mexico, S.A.

Once the authorization for the acquisition cited in the previous paragraph is obtained from the National Commission for the Retirement Savings System and the Federal Economic Competition Commission, and the parties consummate said acquisition, MetLife Afore, S.A. de C.V. in its capacity as the merged entity, will merge into and with Principal Afore, S.A. de C.V., Principal Financial Group, in its capacity as the surviving entity.

To this end, in accordance with Article 17 of the Law to Regulate Financial Groups, it accompanied the aforementioned document with the information required to request authorization to carry out the merger of a financial entity that is part of a financial group with another financial entity:

Draft minutes of the extraordinary general shareholders' meeting of the retirement fund administrators containing the agreements regarding the merger.

Draft merger agreement.

Merger program of the aforementioned administrators, indicating the stages in which it will be carried out.

Audited financial statements showing the situation of the societies and which will serve as the basis for the assemblies to authorize the merger.

Projected financial statements of Principal Afore, S.A. de C.V., Principal Financial Group, which will survive the merger.

List and information of the persons who directly intend to maintain their participation in the social capital of the surviving entity, specifically:

i.

The amount of social capital to be subscribed by each of them and the origin of the resources they will use for this purpose.

ii.

Audited financial statements for the last three years.

Strategic financial program for the organization, administration and internal control of

Principal Afore, S.A. de C.V., Principal Financial Group, which will survive the merger.

They indicate that they do not present:

The draft modifications to the bylaws of the administrators being merged nor to the liability agreement celebrated between the controlling society of the Financial Group and the entities comprising it, because they are not required, and

The list of probable councilors, because the councilors of Principal Afore, S.A. de C.V., Principal Financial Group, which will survive, will remain.

II.

By official letters 366-III-321/16 and 366-III-322/16 of November 30, 2017, this 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 Commission for the Retirement Savings System, respectively, regarding the request for authorization for Principal Afore, S.A. de C.V., Principal Financial Group to merge in its capacity as the surviving entity with MetLife Afore, S.A. de C.V., in its capacity as the merged entity.

III.

By a document dated December 19, 2017, MetLife Afore, S.A. de C.V., in response to the request of Principal Afore, S.A. de C.V., Principal Financial Group, indicated in Background I, expressed its consent to merge, in its capacity as the merged entity into and with Principal Afore, S.A. de C.V., Principal Financial Group, under the terms presented by the latter, to which it attached the documentation indicated in Background I.

IV.

By official letters 366-III-353/17 and 366-III-354/17 of December 21, 2017, the information cited in the previous Background was sent to the Bank of Mexico and the National Commission for the Retirement Savings System, respectively, reiterating the request for their opinion.

V.

The National Commission for the Retirement Savings System issued its opinion by official letters Nos. D00/ 100/398/2017 and D00/400/1762/2017 of December 19, 2017 and January 8, 2018; Likewise, the Bank of Mexico issued its opinion by official letter No. OFI/S33-002-21529 of January 31, 2018.

CONSIDERATIONS

I.

As established by Article 17 of the Law to Regulate Financial Groups, they presented to this Ministry:

The request for authorization to carry out the merger between Principal Afore, S.A. de C.V., Principal Financial Group and MetLife Afore, S.A. de C.V.

The information cited in Article 17 of the Law to Regulate Financial Groups, which proved to be appropriate.

II.

The National Commission for the Retirement Savings System and the Bank of Mexico issued the opinion requested of them in accordance with Article 17 of the invoked Law.

III.

That from a legal and administrative standpoint, it is appropriate to issue the following Resolution

RESOLUTION

FIRST.- The merger between Principal Afore, S.A. de C.V., Principal Financial Group, in its capacity as the surviving entity, is authorized with MetLife Afore, S.A. de C.V., in its capacity as the merged entity.

SECOND.- The merger between Principal Afore, S.A. de C.V., Principal Financial Group and MetLife Afore, S.A. de C.V., will take effect from the date on which the public instruments containing the agreements of the assemblies in which said merger was resolved, as well as this authorization, are registered in the Public Commerce Registry.

THIRD.- This authorization and the agreements of the assemblies cited in the previous operative clause must be published in the Official Gazette of the Federation.

FOURTH.- Within sixty business days following the date on which the merger takes place, they must send the first testimony and three simple copies of the public deed with registration data in the Public Commerce Registry, in which the drafts of the minutes of the extraordinary general shareholders' meetings of Principal Afore, S.A. de C.V., Principal Financial Group and MetLife Afore, S.A. de C.V. are notarized, in accordance with Article 99 of the General Rules of Financial Groups.

FIFTH.- As a result of the merger authorized in Resolution First, the lowest commissions must prevail in accordance with the criteria issued for this purpose by the Board of Directors of the National Commission for the Retirement Savings System, in accordance with the fifteenth paragraph of Article 37 of the Law of the Retirement Savings Systems.

This is issued based on the information provided by Principal Afore, S.A. de C.V., Principal Financial Group and MetLife Afore, S.A. de C.V., indicated in the Backgrounds and is limited exclusively to the merger of Principal Afore, S.A. de C.V., Principal Financial Group, in its capacity as the surviving entity with MetLife Afore, S.A. de C.V., in its capacity as the merged entity, 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 that society carries 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, February 12, 2018 .- The Deputy General Director,

Yolanda Torres Segarra .-

Rubric.

(R.- 466444)

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