Official Letter Authorizing the Merger of Banco Interacciones, S.A., Multiple Banking Institution, Financial Group Interactions, as the Surviving Entity, and Marina Capital, S.A., as the Merged Entity

DOF: 17/08/2016

OFFICIAL LETTER authorizing the merger of Banco Interacciones, S

At the margin, a seal with the National Coat of Arms, 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/049/2016.

BANCO INTERACCIONES, S.A., MULTIPLE BANKING INSTITUTION, FINANCIAL GROUP INTERACCIONES

Present

The 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, last paragraph of the Law to Regulate Financial Groups, and in exercise of the powers conferred by article 27, fraction XII of the Internal Regulations of the Ministry of Finance and Public Credit, in attention to the following:

BACKGROUND

By writings received in this Administrative Unit on December 4, 2014, April 29, May 18 and July 17, 2015, the Messrs. José González Huerta and Roberto Fernández Valderrama in representation of "Banco Interacciones, S.A., Multiple Banking Institution, Financial Group Interactions" and José Antonio Junco Parra, in representation of "Marina Capital, S.A.", personality which they have duly accredited before this Department, request authorization from this Ministry for the merger of "Banco Interacciones, S.A., Multiple Banking Institution, Financial Group Interactions", as the surviving entity and "Marina Capital, S.A.", as the merged entity.

"Marina Capital, S.A." is a company of Mexican nationality legally constituted and validly existing in accordance with the laws of the United Mexican States on October 1, 2013, whose main corporate purpose is, among other activities, the acquisition, administration, disposal and, in general, negotiation of all kinds of goods and rights, including without limiting those considered financial assets, including credit instruments or securities issued by national or foreign entities, whether representing capital or debt.

"Banco Interacciones, S.A., Multiple Banking Institution, Financial Group Interactions" intends to acquire and simultaneously merge "Marina Capital, S.A.", in order to strengthen its financial viability, have greater diversification of its institutional portfolio, improve the management of liabilities and the structure of its balance sheet, as well as the ownership of the rights of those who currently is the owner "Marina Capital, S.A." to have access to funds in foreign currency, specifically in United States dollars, under the lines of credit of which "Marina Capital, S.A." is the beneficiary.

Regarding this, the Deputy General Directorate of Banking and Securities attached to this Administrative Unit, in exercise of the powers conferred by Article 28, fraction XXII of the Internal Regulations of this Ministry, through official letters UBVA/DGABV/1009/2014 and UBVA/DGABV/1010/2014 of December 8, 2014, UBVA/DGABV/343/2015 and UBVA/DGABV/344/2015 of April 30, 2015, UBVA/DGABV/415/2015 and UBVA/DGABV/416/2015 of May 20, 2015, UBVA/DGABV/719/2015 and UBVA/DGABV/720/2015 of July 22, 2015, requested the opinion of the Bank of Mexico and of the National Banking and Securities Commission, respectively. Likewise, through official letters UBVA/DGABV/1011/2014 of December 8, 2014, UBVA/DGABV/345/2015 of April 30, 2015, UBVA/DGABV/417/2015 of May 20, 2015 and UBVA/DGABV/721/2015 of July 22, 2015, in exercise of the powers conferred by Article 28, fraction XXVIII of the Internal Regulations of this Ministry, requested the opinion of the Deputy General Directorate of Financial Analysis and International Linkage, of this Administrative Unit.

Through official letter UBVA/DGABV/872/2015 of September 18, 2015, this Administrative Unit through the Deputy General Directorate of Banking and Securities, in exercise of the powers conferred by article 28, fractions XXII and XXX of the Internal Regulations of this Ministry, communicated to "Banco Interacciones, S.A., Multiple Banking Institution, Financial Group Interactions" that to be able to resolve what is appropriate, it should send within twenty business days following the date of its verification the following:

i. First Testimony and three simple copies of the public deed in which the protocolization of the Minutes of the Extraordinary General Shareholders' Meeting of "Banco Interacciones, S.A., Multiple Banking Institution, Financial Group Interactions" is recorded, where the merger is agreed, as well as the Merger Agreement entered into between the said Bank and "Marina Capital, S.A."

ii. Certified copy of the public deed in which the protocolization of the Minutes of the Extraordinary General Shareholders' Meeting of "Marina Capital, S.A." is recorded, where the merger between "Banco Interacciones, S.A., Multiple Banking Institution, Financial Group Interactions" and "Marina Capital, S.A." is agreed

iii. Simple copies of the public deeds in which the sales contracts are recorded of the shares representing the social capital of "Marina Capital, S.A.", by "Banco Interacciones, S.A., Multiple Banking Institution, Financial Group Interactions" and Carlos Hank Rhon.

Through a writing received in this Administrative Unit on April 14, 2016, "Banco Interacciones, S.A., Multiple Banking Institution, Financial Group Interactions" and "Marina Capital, S.A.", remitted, among others, a simple copy of the Resolution of the Plenary of the Federal Economic Competition Commission of February 18, 2016, in which the realization of the concentration notified by Borali Overseas Private Equity, S.R.L., "Banco Interacciones, S.A., Multiple Banking Institution, Financial Group Interactions", Carlos Hank Rhon and José Antonio Junco Parra is authorized.

Through a writing received in this Administrative Unit on June 10, 2016, "Banco Interacciones, S.A., Multiple Banking Institution, Financial Group Interactions" and "Marina Capital, S.A.", remitted the First Testimony and three simple copies of the public deed No. 15,942 of June 9 of 2016, granted before the notary Lic. Raúl Rodríguez Piña, Holder of Notary No. 249 of the City of Mexico, in which the protocolization of: Minutes of the Extraordinary General Shareholders' Meeting of "Banco Interacciones, S.A., Multiple Banking Institution, Financial Group Interactions" is recorded. Merger Agreement entered into between the said Bank and "Marina Capital, S.A." Minutes of the Extraordinary General Shareholders' Meeting of "Marina Capital, S.A."

Through a writing received in this Administrative Unit on June 17, 2016, "Banco Interacciones S.A., Multiple Banking Institution, Financial Group Interactions" and "Marina Capital, S.A.", remitted a simple copy of the public deed No. 15,941 of June 9, 2016, granted before the notary of the said Notary, in which the sales contracts of shares representing the social capital of "Marina Capital, S.A." are recorded, entered into between "Banco Interacciones, S.A., Institution of Multiple Banking, Financial Group Interactions" and Borali Overseas Private Equity, S.R.L., and between Carlos Hank Rhon, José Antonio Junco Parra and Borali Overseas Private Equity, S.R.L.

CONSIDERING

That the Bank of Mexico through official letter OFI/S33-002-13430 of August 21, 2015, expressed its favorable opinion for this Ministry to authorize what was requested.

That the National Banking and Securities Commission through official letter 312-3/13977/2015 of September 10, 2015, issued its favorable opinion for this Ministry to authorize the request of reference.

That the Deputy General Directorate of Financial Analysis and International Linkage, through official letter UBVA/DGAAF/076/2015 of September 18, 2015, expressed that from a financial point of view it has no objection to authorizing the promoters what was requested.

That the authorization request referred to in Background 1 of this official letter, complies with the legal and administrative provisions applicable to the authorization procedure for the merger of a financial entity that is part of a financial group with another company.

That once the information and documentation presented by "Banco Interacciones, S.A., Multiple Banking Institution, Financial Group Interactions" has been analyzed and after hearing the opinion of the Bank of Mexico and the National Banking and Securities Commission, as well as having determined the appropriateness of granting the authorization in question, this Ministry of Finance and Public Credit, through the Unit of Banking, Securities and Savings, issues the following:

RESOLUTION

FIRST. - The merger of "Banco Interacciones, S.A., Multiple Banking Institution, Financial Group Interactions", as the surviving entity and "Marina Capital, S.A.", as the merged entity is authorized on the terms agreed by the Extraordinary General Shareholders' Meetings of "Banco Interacciones, S.A., Multiple Banking Institution, Financial Group Interactions" and of "Marina Capital, S.A.", as well as of the Merger Agreement, protocolized through public deed No. 15,942 of June 9, 2016, granted before the notary Lic. Raúl Rodríguez Piña, Holder of Notary No. 249 of the City of Mexico.

This authorization is subject to a resolutive condition consisting in that the records of entry of the public deeds in which the merger in question has been agreed in the Public Commerce Registry are not remitted to this Ministry, within twenty business days following the date on which this official letter is notified.

SECOND.- The authorized merger will take effect from the date on which this authorization and the public instruments in which the shareholders' meeting agreements regarding the merger are recorded, are registered in the corresponding Public Commerce Registry, in accordance with the provisions of the first paragraph of article 19 of the Law to Regulate Financial Groups, and must inform this Ministry about the date and other data related to the cited registration, within a period of ten business days counted from the date on which it is verified.

THIRD.- This authorization and the merger agreements adopted by the respective Shareholders' Meetings must be published in the Official Journal 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 "Banco Interacciones, S.A., Multiple Banking Institution, Financial Group Interactions".

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

The First Testimony of the public deed number 15,942 of June 9, 2016, which was annexed to the writing received on June 10, 2016, is returned to "Banco Interacciones, S.A., Multiple Banking Institution, Financial Group Interactions".

This authorization is issued based on the information and documentation provided by the promoters and is limited exclusively to the acts and operations that, in accordance with the provisions applicable, fall within the competence of this Unit of Banking, Securities and Savings, and does not prejudge the carrying out of any corporate act that the Society carries out, which implies prior authorization or approval by the financial, tax or any other authorities, in terms of the current regulations.

Without further particulars, I take the opportunity to send you a cordial greeting.

Respectfully,

Mexico City, July 7, 2016.- The Head of the Unit, Narciso Antonio Campos Cuevas.- Signature.

(R.- 435857)

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