Official Letter Authorizing the Merger of Almacenadora Afirme, S.A. de C.V. with Tubería Nacional, S.A. de C.V. and Zincacero, S.A. de C.V.

DOF: 22/04/2016

OFFICIAL LETTER authorizing the merger of Almacenadora Afirme, S

A seal with the National Coat of Arms appears on the margin, 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/014/2016.

ALMACENADORA AFIRME, S.A. DE C.V., ORGANIZACIÓN AUXILIAR DEL CRÉDITO, AFIRME FINANCIAL GROUP.

PRESENT

This 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; 17, in relation to 19, both of the Law to Regulate Financial Groups; and in exercise of the authority conferred by fraction XII of article 27 of the Internal Regulations of the Ministry of Finance and Public Credit; in attention to the following:

BACKGROUND

Through writings received in this Administrative Unit on June 11, July 16, and September 8, all of the year 2015, the legal representative of "Almacenadora Afirme, S.A. de C.V., Organización Auxiliar del Crédito, Afirme Grupo Financiero" (hereinafter "Almacenadora Afirme"), requested authorization from this Ministry to carry out the merger of said Warehouse, as the merging entity that will survive, with the companies "Tubería Nacional, S.A. de C.V." and "Zincacero, S.A. de C.V.", as merged entities that will be extinguished, under the following proposal:

a)

Almacenadora Afirme, owner of 99.9% of the shares representing the social capital of "Tubería Nacional, S.A. de C.V." and "Zincacero, S.A. de C.V., S.A. de C.V.", respectively, would acquire by virtue of the merger the assets of both companies, so all assets, liabilities, obligations, and responsibilities of the latter would be transmitted to the former.

b)

Being the holder of 99.9% of the shares of the respective merged companies, the social capital of Almacenadora Afirme will not be increased, so only the corresponding accounting accounts will be reclassified.

c)

As a result of the merger agreements, being the owner of 0.1% of the social capital of "Tubería Nacional, S.A. de C.V." and "Zincacero, S.A. de C.V.", respectively, and owner of 40 shares representing the social capital of Almacenadora Afirme, "Corporación AGF, S.A. de C.V." will accountably reclassify the amount of the shares it currently holds in the first two societies, to the historical shares it maintains in Almacenadora Afirme.

Through official letters UBVA/DGABV/715/2015 and UBVA/DGABV/864/2015, dated July 20 and September 14, both of 2015, respectively, based on the provisions of article 17 of the Law to Regulate Financial Groups, this Administrative Unit requested the opinion of the National Banking and Securities Commission;

Through official letters UBVA/DGABV/717/215 and UBVA/DGABV/866/2015 dated July 20 and September 14, both of 2015, respectively, based on the provisions of article 17 of the Law to Regulate Financial Groups, this Administrative Unit requested the opinion of the Bank of Mexico;

Through official letters UBVA/DGABV/716/2015 and UBVA/DGABV/865/2015 dated July 20 and September 14, both of 2015, respectively, the Deputy General Directorate of Banking and Securities, in exercise of the authority conferred by fraction XXVIII of the Internal Regulations of this Ministry, requested the opinion of the Deputy General Directorate of Financial Analysis and International Linkage, both attached to this Administrative Unit;

Once the opinions of the aforementioned consultative bodies were obtained, the Deputy General Directorate of Banking and Securities requested from Almacenadora Afirme through official letter UBVA/ DGABV/1097/2015 dated December 9, 2015, the First Testimony of the public deeds in which the formalization of the corresponding merger agreements of Almacenadora Afirme, "Tubería Nacional, S.A. de C.V." and "Zincacero, S.A. de C.V." would be recorded; as well as the respective merger agreement; and

CONSIDERATIONS

That article 17 of the Law to Regulate Financial Groups empowers this Ministry of Finance and Public Credit to authorize the merger of financial entities that are part of Financial Groups, in the following terms:

"Article 17.- For the merger of two or more Controlling or Subcontrolling Companies, or of any company or financial entity with a Controlling Company or with a Subcontrolling Company, as well as for the merger of two or more financial entities that are part of the same Financial Group, or of a financial entity that is part of a Financial Group with another financial entity or with any company, authorization from the Ministry will be required, hearing the opinion of the Bank of Mexico and, as appropriate, of the National Banking and Securities Commission, the Insurance and Surety Commission or the Savings System for Retirement. (Emphasis added)

...

...

..."

That the proposed merger aims to facilitate Almacenadora Afirme's compliance with the prudential regulation applicable to general warehouses, improve the control of operations carried out by the entity through the warehouses of the merged companies, streamline its controls over goods received in deposit, and concentrate its efforts on the operation of the Warehouse;

That Almacenadora Afirme satisfied the documentary requirements established by article 17 of the Law to Regulate Financial Groups, applicable in terms of the last paragraph of article 19 of said Law;

That in terms of the merger proposal, it is not necessary to modify the Responsibility Agreement signed between the Controlling Company and the financial entities that are part of the Financial Group to which Almacenadora Afirme belongs; the bylaws of the latter will not be modified, nor will any change be generated in the corporate governance structure of the entity;

That through official letter OFI/S33-002-14115 received in this Unit of Banking, Securities and Savings on September 24, 2015, the Bank of Mexico expressed a favorable opinion so that this Ministry authorizes the merger of Almacenadora Afirme, understanding that as a result of the merger in question, that entity does not contravene what is established by article 23, fraction V of the General Law of Organizations and Auxiliary Credit Activities;

That from the records in the file, it does not appear that Almacenadora Afirme contravenes what is provided by article 23, fraction V of the General Law of Organizations and Auxiliary Credit Activities;

That through official letter 312-1/13986/2015 received in this Administrative Unit on September 30, 2015, the National Banking and Securities Commission issued a favorable opinion so that this Ministry authorizes the merger of Almacenadora Afirme;

That through official letter UBVA/DGAAF/077/2015 dated October 9, 2015, the Deputy General Directorate of Financial Analysis and International Linkage, expressed no objection to authorizing the petitioner to carry out the requested corporate act;

That through a writing received in this Administrative Unit on February 2, 2016, Almacenadora Afirme presented to this Ministry the First Testimony of Public Deeds No. 44,915 and 44,916, both dated January 20, 2016, granted before the notary of Lic. Gilberto Federico Allen de León, Public Notary No. 33, with practice in the First Registry and Notarial District of the State of Nuevo León, in which it is recorded, respectively, the protocolization of the following instruments:

The Minutes resulting from the respective General Shareholders' Meetings of Almacenadora Afirme, "Tubería Nacional, S.A. de C.V." and "Zincacero, S.A. de C.V.", in which the merger agreements were adopted whose legal effects were subject to the suspensive condition consisting in the granting of the authorization referred to in article 17 of the Law to Regulate Financial Groups.

The Merger Agreement entered into between Almacenadora Afirme, as the merging society, with the companies "Tubería Nacional, S.A. de C.V." and "Zincacero, S.A. de C.V.", as merged societies, whose effects were subject to the suspensive condition consisting in the granting of the authorization referred to in article 17 of the Law to Regulate Financial Groups.

That the proposed request, as well as the public instruments indicated in the previous paragraph, satisfy the applicable legal and administrative provisions regarding the merger regime of financial entities that are part of Financial Groups; and

That once the records in the file of the authorization procedure under consideration have been analyzed and valued, and after hearing the opinions of the Bank of Mexico and the National Banking and Securities Commission;

It issues the following

RESOLUTION

FIRST:

The merger of "Almacenadora Afirme, S.A. de C.V., Organización Auxiliar del Crédito, Afirme Grupo Financiero", as the surviving merging society, with "Tubería Nacional, S.A. de C.V." and "Zincacero, S.A. de C.V.", as merged societies that are extinguished, is authorized, in the terms agreed by their respective General Shareholders' Meetings, held on December 30, 2015 and protocolized through Public Deed No. 44,916 dated January 20, 2016; as well as in the terms of the Merger Agreement entered into by said companies on December 30, 2015 and protocolized through Public Deed No. 44,915 dated January 20, 2016.

SECOND:

The merger will take effect from the date on which this authorization and the public instruments in which the agreements of the assemblies that resolved the merger are recorded, are registered in the corresponding Public Commerce Registry, returning them for such effects, and must inform this Ministry of the date and other data related to the registrations, within the 10 business days following that in which they have been verified.

THIRD:

In accordance with the provisions of the second paragraph of article 19 of the Law to Regulate Financial Groups, this authorization and the merger agreements adopted by the General Shareholders' Meetings of "Almacenadora Afirme, S.A. de C.V., Organización Auxiliar del Crédito, Afirme Grupo Financiero", "Tubería Nacional, S.A. de C.V." and "Zincacero, S.A. de C.V.", must be published in the Official Journal of the Federation, at the expense of the merging company.

The carrying out of said publications must be notified to this Administrative Unit, attaching a copy of the documentation that accredits it, within the 5 business days following the date on which said publications are verified.

FOURTH:

In terms of what is established by the Twenty-third and Twenty-fourth, fraction IX, of the General Provisions for the registration of financial service providers, "Almacenadora Afirme, S.A. de C.V., Organización Auxiliar del Crédito, Afirme Grupo Financiero", must inform through the SIPRES Portal the merger that is authorized.

Likewise, in accordance with the second paragraph of the Twenty-fourth of the cited Provisions, "Almacenadora Afirme, S.A. de C.V., Organización Auxiliar del Crédito, Afirme Grupo Financiero", must send to the National Commission for the Protection and Defense of Financial Services Users a certified copy of the document in which the registration in the corresponding Public Commerce Registry is recorded, of the public instruments indicated in Resolutive First of this official letter.

This authorization is issued based on the information and documentation provided by Almacenadora Afirme and is 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, without prejudging the carrying out of any act that the company carries out or on the appropriateness of any other aspect that requires prior authorization or approval from financial, tax, or any other authorities, in terms of current regulations.

Respectfully,

Mexico City, March 18, 2016. - The Head of the Unit, Narciso Antonio Campos Cuevas.-

Rubric.

(R.- 429708)

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