Official Letter Authorizing the Merger of Seguros Inbursa, S.A., Grupo Financiero Inbursa, as the Surviving Merging Entity, with Patrimonial Inbursa, S.A., as the Merged Entity to be Dissolved

DOF: 15/07/2024

OFFICIAL LETTER authorizing the merger of Seguros Inbursa, S.A., Grupo Financiero Inbursa, as the surviving merging entity, with Patrimonial Inbursa, S.A., as the merged entity to be dissolved, with the former, as universal successor, assuming all rights and obligations of Patrimonial Inbursa, S.A.

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- TREASURY.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Unit of Banking, Securities and Savings.- Banking and Securities Coordination.- Official Letter No. UBVA/CBV/073/2024.

GRUPO FINANCIERO INBURSA, S.A.B. DE C.V.

SEGUROS INBURSA, S.A., GRUPO FINANCIERO INBURSA

PATRIMONIAL INBURSA, S.A.

PRESENT

The Ministry of Finance and Public Credit, through the Banking and Securities Coordination attached to the Unit of Banking, Securities and Savings, based on the provisions of Articles 31, fraction XXXII of the Organic Law of the Federal Public Administration; 17 in relation to Article 19, last paragraph of the Law to Regulate Financial Groups; and in exercise of the authority conferred by Article 15 A, fraction IX of the Internal Regulations of the Ministry of Finance and Public Credit, and in attention to the following:

BACKGROUND

By initial writing received in this Administrative Unit on December 22, 2022, and its extensions on April 17, October 4, and December 6, all of 2023, "Grupo Financiero Inbursa, S.A.B. de C.V.", "Seguros Inbursa, S.A., Grupo Financiero Inbursa" and "Patrimonial Inbursa, S.A." requested authorization from this Ministry to carry out the merger of "Seguros Inbursa, S.A., Grupo Financiero Inbursa", as the surviving merging entity, with "Patrimonial Inbursa, S.A.", as the merged entity to be dissolved, with the former, as universal successor, assuming all rights and obligations of "Patrimonial Inbursa, S.A.".

II.

By Official Letter UBVA/DGABV/050/2023 of January 18, 2023, and its extension UBVA/CBV/184/2023 of April 24, 2023, the then Deputy General Directorate of Banking and Securities, currently the Banking and Securities Coordination, attached to the Unit of Banking, Securities and Savings, requested the opinion of the Bank of Mexico.

III.

By Official Letter UBVA/DGABV/051/2023 of January 18, 2023, the then Deputy General Directorate of Banking and Securities, currently the Banking and Securities Coordination, attached to the Unit of Banking, Securities and Savings, requested the opinion of the National Banking and Securities Commission;

IV.

By Official Letter UBVA/DGABV/052/2023 of January 18, 2023, and its extensions UBVA/CBV/186/2023, UBVA/CBV/452/2023, UBVA/CBV/554/2023 of dates April 24, October 6, and December 14, all of 2023, respectively, the then Deputy General Directorate of Banking and Securities, currently the Banking and Securities Coordination, attached to the Unit of Banking, Securities and Savings, requested the opinion of the National Insurance and Surety Commission;

By Official Letter UBVA/DGABV/053/2023 of January 18, 2023, and its extension UBVA/CBV/187/2023 of April 24, 2023, the then Deputy General Directorate of Banking and Securities, currently the Banking and Securities Coordination, requested the opinion of the then Deputy General Directorate of Financial Analysis and International Linkage, currently the Financial Analysis and International Linkage Coordination, both attached to this Administrative Unit;

CONSIDERING

That the Ministry of Finance and Public Credit, through the Banking and Securities Coordination attached to the Unit of Banking, Securities and Savings, is competent to authorize the merger of a financial entity that is part of a financial group with any company, in terms of Article 17, in relation to Article 19, last paragraph of the Law to Regulate Financial Groups and in exercise of the authority conferred by Article 15 A, fraction IX, of the Internal Regulations of this Ministry.

That by Official Letter OFI002-687 of May 11, 2023, the Bank of Mexico, through the Manager of Authorizations and Regulation and the Directorate of Authorizations and Sanctions of Central Banking, expressed a favorable opinion for this Ministry to authorize what was requested.

That by Official Letter 312-1/93782/2023 of March 7, 2023, the National Banking and Securities Commission, through the General Directorates of Authorizations to the Financial System and of Supervision of Groups and Financial Intermediaries E, expressed a favorable opinion for this Ministry to authorize what was requested, in terms of the proposal presented;

That by Official Letter No. 06-C00-41100-01940/2024 of March 1, 2024, the National Insurance and Surety Commission, through the General Legal Advisory Directorate and of Intermediaries, expressed a favorable opinion for this Ministry to authorize what was requested;

That by Official Letter UBVA/CAFVI/056/2023 of August 24, 2023, the Financial Analysis and International Linkage Coordination, attached to the Unit of Banking, Securities and Savings, stated that from a financial point of view it does not observe any inconvenience to granting the applicants the corresponding authorization;

That the Promoting Societies demonstrated full compliance with the requirements established by Article 17 of the Law to Regulate Financial Groups, to request authorization from this Ministry to carry out the merger described in Background I of this Official Letter, which were added to the respective file; and

That once the analysis of the documentation presented by the promoting societies in compliance with Article 17 of the Law to Regulate Financial Groups was carried out and the opinions of the consulted bodies were obtained, in terms of the proposal presented, there are no legal, accounting, financial or operational impediments regarding the feasibility of the merger described in Background I of this Official Letter; therefore, it deems it appropriate to issue the following:

RESOLUTION

FIRST.-

The merger of "Seguros Inbursa, S.A., Grupo Financiero Inbursa", as the surviving merging entity, with "Patrimonial Inbursa, S.A.", as the merged entity to be dissolved, with the former, as universal successor, assuming all rights and obligations of "Patrimonial Inbursa, S.A." is authorized, in accordance with the terms provided in the respective drafts of the Minutes of the Extraordinary General Meeting of Shareholders of "Seguros Inbursa, S.A., Grupo Financiero Inbursa" and "Patrimonial Inbursa, S.A.", subject to the conditions established in Resolutive FOURTH of this Official Letter.

SECOND.-

"Seguros Inbursa, S.A., Grupo Financiero Inbursa" must present to this Administrative Unit, within forty business days following the date on which they are recorded before a public notary, the following instruments, the content of which must be in accordance with the terms in which the respective drafts were presented to this Ministry:

Certified copy of the First Testimony of the public deed in which the protocolization of the Minutes of the Extraordinary General Meeting of Shareholders of "Seguros Inbursa, S.A., Grupo Financiero Inbursa" is recorded, in which its merger is agreed, as the surviving merging entity, with "Patrimonial Inbursa, S.A.", as the merged entity to be dissolved.

Certified copy of the First Testimony of the public deed in which the protocolization of the Minutes of the Extraordinary General Meeting of Shareholders of "Patrimonial Inbursa, S.A." is recorded, in which its merger is agreed, as the merged entity to be dissolved, with "Seguros Inbursa, S.A., Grupo Financiero Inbursa".

THIRD.-

"Seguros Inbursa, S.A., Grupo Financiero Inbursa" must present to this Administrative Unit, within the period granted in the preceding Resolutive SECOND, a simple copy of the records of entry before the Public Commerce Registry, of the public deeds indicated in subsections A and B of the aforementioned Resolutive SECOND, understanding that, with respect to the reform to the bylaws of the Controlling Company, as well as the modification of the single liability agreement that that Controlling Company has entered into with the financial entities that are part of the financial group, their registry inscription will proceed once approval from this Ministry is obtained.

Likewise, "Seguros Inbursa, S.A., Grupo Financiero Inbursa" must send to this Unit of Banking, Securities and Savings, a simple copy of the documentation in which the date and other data related to the respective inscriptions are recorded, within a period of ten business days following the date on which they are obtained.

FOURTH.-

The authorization referred to in Resolutive FIRST of this Official Letter is subject to the following resolutive conditions:

That the respective Extraordinary General Meetings of Shareholders of "Seguros Inbursa, S.A., Grupo Financiero Inbursa" and "Patrimonial Inbursa, S.A." agree to their merger on terms different from those presented to this Ministry; or,

That for reasons attributable to "Seguros Inbursa, S.A., Grupo Financiero Inbursa", the public deeds indicated in subsections A and B of Resolutive SECOND of this Official Letter are not entered into the Public Commerce Registry for their inscription, within the period referred to in the same.

FIFTH.-

The merger authorized in this Official Letter will take effect from the date on which this authorization and the public instruments in which the respective merger agreements are recorded are inscribed in the corresponding Public Commerce Registry, in accordance with the provisions of Article 19, first paragraph of the Law to Regulate Financial Groups, and must inform this Ministry of the date and other data related to said inscription, within a period of ten business days counted from the date on which it has been verified.

SIXTH.-

This authorization and the respective merger agreements must be published in the Official Gazette 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 "Seguros Inbursa, S.A., Grupo Financiero Inbursa".

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.

SEVENTH.-

In terms of what is established by the Twenty-Fourth of the General Provisions for the Registration of Financial Service Providers, "Seguros Inbursa, S.A., Grupo Financiero Inbursa" must inform, through the Portal of the Registration of Financial Service Providers (SIPRES) in charge of the National Commission for the Protection and Defense of Users of Financial Services (CONDUSEF), the merger authorized in Resolutive FIRST of this Official Letter.

This authorization is issued based on the information and documentation provided by the applicants and is limited exclusively to the acts and operations that, in accordance with the applicable provisions, it is the responsibility of the Ministry of Finance and Public Credit, through its Unit of Banking, Securities and Savings, to resolve, and does not prejudge the tax implications of the operations subject to this authorization, nor the carrying out of any corporate act that the involved societies carry out, which implies prior authorization or approval by financial, tax or any other authorities, in terms of current regulations. Likewise, it does not validate acts or operations carried out in contravention of the laws or regulations emanating from them.

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

Respectfully,

Mexico City, March 4, 2024.- The Coordinator, Ángel Cabrera Mendoza.- Rubric.

(R.- 555057)

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