Official Letter Authorizing the Merger of Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa, as the Surviving Entity with Seguros de Crédito Inbursa, S.A., as the Merged Entity That Will Be Dissolved

DOF: 05/04/2017

OFFICIAL LETTER authorizing the merger of Fianzas Guardiana Inbursa, S

A seal at the margin 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/090/2016.

GRUPO FINANCIERO INBURSA, S.A.B. 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 XXXIV of the Organic Law of the Federal Public Administration, 17 in relation to 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, XII

and

XXIII 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 August 17 and September 2,

2015, January 11, June 23 and August 12, 2016, the lawyer Guillermo René Caballero

Padilla, in his capacity as legal representative of "Grupo Financiero Inbursa, S.A.B. de C.V.", of

"Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa", of "Seguros de Crédito Inbursa, S.A."

(formerly Salud Inbursa, S.A.) and of "Seguros Inbursa, S.A., Grupo Financiero Inbursa", personality that

is duly accredited before this Department, requested authorization from this Ministry for

its represented entities to carry out the following legal acts:

a.

The merger of "Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa", in its capacity as

the merging entity with "Seguros de Crédito Inbursa, S.A.", as the merged entity, and as

a consequence for "Seguros Inbursa, S.A., Grupo Financiero Inbursa" to participate in the share capital

of the merging entity.

b.

The modification of article two of the bylaws of "Grupo Financiero Inbursa,

S.A.B. de C.V.", and

c.

The modification of the Single Liability Agreement that that Controlling Company has

concluded with the entities comprising the Financial Group, in order to eliminate the references

made to "Seguros de Crédito Inbursa, S.A.".

It should be noted that "Seguros Inbursa, S.A., Grupo Financiero Inbursa" owns 99.99% of the

shares representing the share capital of "Seguros de Crédito Inbursa, S.A."

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 and based on the provisions of articles 17, in relation to the last paragraph of 19 and 20 of the Law to Regulate Financial Groups, through official letters UBVA/DGABV/ 837/2015, UBVA/DGABV/838/2015 and UBVA/DGABV/839/2015, all dated September 4, 2015 and

UBVA/DGABV/044/2016 dated January 18, 2016, requested the opinion of the Bank of Mexico, of the

National Banking and Securities Commission, and of the National Insurance and Bond Commission,

respectively.

Likewise, based on article 28, fraction XXVIII of the Internal Regulations of this

Department, through official letter UBVA/DGABV/841/2015 dated September 4, 2015, 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/670/2016 dated August 17, 2016, this Administrative Unit

through the Deputy General Directorate of Banking and Securities, communicated to "Grupo Financiero Inbursa,

S.A.B. de C.V.", that in order to be able to resolve what is appropriate, it should send within

twenty business days following the date of its verification, the following:

a.

First Testimony and three simple copies of the public deed in which the

protocolization of the Minutes of the Extraordinary General Shareholders' Meeting of "Fianzas

Guardiana Inbursa, S.A., Grupo Financiero Inbursa", is recorded, in which its merger as

the merging entity with "Seguros de Crédito Inbursa, S.A.", as the merged entity, is agreed.

b.

First Testimony and three simple copies of the public deed in which the

protocolization of the Minutes of the Extraordinary General Shareholders' Meeting of "Seguros

de

Crédito Inbursa, S.A.", is recorded, in which its merger in the capacity of merged entity with

"Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa", as the merging entity, is agreed.

c.

First Testimony and three simple copies of the public deed in which the

protocolization of the Merger Agreement celebrated between "Fianzas Guardiana Inbursa, S.A., Grupo

Financiero Inbursa" as the merging entity, with "Seguros de Crédito Inbursa, S.A.", as

the merged entity, is recorded.

d.

First Testimony and three simple copies of the public deed in which the

protocolization of the Minutes of the Extraordinary General Shareholders' Meeting of "Grupo

Financiero Inbursa, S.A.B. de C.V.", is recorded, in which the modification of article two of

its bylaws is agreed, in order to eliminate the reference to "Seguros de Crédito Inbursa, S.A."

e.

First Testimony and three simple copies of the public deed in which

the

protocolization of the Modification Agreement to the Single Liability Agreement, in order

to

omit "Seguros de Crédito Inbursa, S.A." resulting from the merger in question, is recorded.

Through a writing received in this Administrative Unit on November 10, 2016, the lawyer

Guillermo René Caballero Padilla, legal representative of "Grupo Financiero Inbursa, S.A.B. de C.V.",

sent the following documentation:

a.

First Testimony and three simple copies of public deed No. 98,966 dated November 9

of 2016, granted before the notary public lawyer Javier Ceballos Lujambio, Holder of Notary

No.

110 of Mexico City, in which the protocolization of the Minutes of the Extraordinary General

Shareholders' Meetings of "Fianzas Guardiana Inbursa, S.A., Grupo Financiero

Inbursa" and of "Seguros de Crédito Inbursa, S.A.", held on October 13, 2016, is recorded, in

which the merger of "Fianzas Guardiana Inbursa, S.A.,

Grupo Financiero Inbursa"

as the merging entity with "Seguros de Crédito Inbursa,

S.A.", as the merged entity that will be dissolved, as well as the Merger Agreement celebrated on that same date between both

financial entities, is recorded.

b.

First Testimony and three simple copies of public deed No. 98,967 dated November 9

of 2016, granted before the aforementioned Notary, in which the protocolization of the Minutes

of the Extraordinary General Shareholders' Meeting of "Grupo Financiero Inbursa, S.A.B. de

C.V." held on October 13, 2016, is recorded, in which the modification of article

two of its bylaws was agreed, as well as the Modification Agreement to the Single

Liability Agreement that that Controlling Company has concluded with the financial entities

that comprise said Financial Group, in order to eliminate the reference to "Seguros de Crédito

Inbursa, S.A.", resulting from the merger in question.

CONSIDERING

That the Bank of Mexico through official letter OFI/S33-002-14235 received on October 26, 2015,

expressed its favorable opinion in order for this Ministry to authorize what was requested.

That the National Banking and Securities Commission, through official letter

312/2/13999/2015 received on October 6

of

2015, expressed its favorable opinion for this Ministry to authorize the merger of

"Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa", in its capacity as the merging entity

with "Seguros de Crédito Inbursa, S.A.", as the merged entity and approve the modification of the

article two of the bylaws of "Grupo Financiero Inbursa, S.A.B. de C.V.", as well as

of the Single Liability Agreement, in the terms of the proposal presented.

That the National Insurance and Bond Commission through official letter 06-C00-41100/12629 received on May 9

of 2016, issued an opinion to the effect that there is no objection for the applicants to carry out

the merger in question.

That the Deputy General Directorate of Financial Analysis and International Linkage, through official letter

UBVA/DGAAF/079/2015 received on October 9, 2015, expressed that from the financial point of

view it has no objection to authorizing the promoters 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 procedures

for authorization for a financial entity that is part of a financial group to merge with another

financial entity, and for approval for the modification of bylaws and of the Single

Liability Agreement, and

That once the information and documentation presented by "Grupo Financiero Inbursa,

S.A.B. de C.V." has been analyzed, and after hearing the opinions of the Bank of Mexico, of the National Banking

and Securities Commission and of the National Insurance and Bond Commission, as well as having

determined the appropriateness of granting the authorization and approvals 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 "Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa", as

the merging entity with "Seguros de Crédito Inbursa, S.A.", as the merged entity that

will be dissolved, is authorized, in the terms agreed by both companies in their respective

Extraordinary General Shareholders' Meetings held on October 13, 2016,

whose minutes were protocolized through public deed number 98,966 dated November 9

of 2016, granted before the notary public lawyer Javier Ceballos Lujambio, Holder of the

Notary No. 110 of Mexico City.

This authorization is subject to the resolutive condition consisting of not

sending to this Ministry, the proof of receipt of the Public Deed in which the

merger in question has been agreed in the respective Public Commerce Registry, within

the 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 Shareholder 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 said registration within a period of ten business days counted from the date on which it is verified.

THIRD.-

This authorization as well as the merger agreements adopted by the respective

Shareholders' Meetings must be published in the Official Journal 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 "Grupo Financiero Inbursa, S.A.B. de C.V."

The carrying out of said publications must be notified to this Administrative Unit,

attaching a copy of the documentation that accredits it, within five business days

following the date on which said publications are verified.

FOURTH.-

The modification of article two of the bylaws of "Grupo

Financiero Inbursa, S.A.B. de C.V." is approved, in the terms agreed by its General Assembly

Extraordinary Shareholders' Meeting held on October 13, 2016, protocolized through

public deed number 98,967 dated November 9 of 2016 granted before the notary public

lawyer Javier Ceballos Lujambio, Holder of Notary No. 110 of Mexico City.

FIFTH.-

The Modification Agreement to the Single Liability Agreement celebrated

between "Grupo Financiero Inbursa, S.A.B. de C.V." with the financial entities comprising

the respective financial group, protocolized through public deed number 98,967 dated

November 9, 2016, granted before the aforementioned Notary, is approved.

Finally, the First Testimonies of the Public Deeds attached to its writing are returned to "Grupo Financiero Inbursa, S.A.B. de C.V.", with the indication that it must inform this Department and

the National Insurance and Bond Commission about the date and other data related to the registration it carries out

of the same before the respective Public Commerce Registry, within a period 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 "Grupo Financiero Inbursa, S.A.B. de C.V.", "Fianzas

Guardiana Inbursa, S.A., Grupo

Financiero Inbursa", "Seguros de Crédito Inbursa, S.A.", and

"Seguros Inbursa, S.A., Grupo Financiero Inbursa",

and are 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 and do not prejudge the carrying out of any

corporate act that said Companies carry out, which implies the prior authorization or approval of

financial, tax or any other authorities, in terms of the current regulations.

Without any other particular matter, I take the opportunity to send you a cordial greeting.

Sincerely

Mexico City, December 19, 2016. - The Head of the Unit,

José Bernardo González

Rosas. -

Rubric.

(R.- 447375)

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