Official Letter Authorizing the Merger of Start Banregio, Financiera Banregio, and Banregio Soluciones Financieras

DOF: 17/09/2020

OFFICIAL LETTER authorizing the merger between Start Banregio, S

A national seal appears on the margin, which reads: United Mexican States.- GOVERNMENT OF MEXICO.-

TREASURY.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.-

Unit of Banking, Securities and Savings.

Official Letter No. UBVA/277/2019

BANREGIO FINANCIAL GROUP, S.A. 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 XXXII of the Organic Law of the Federal Public Administration; 17 in relation to Articles 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 and XII of the Internal Regulations of the Ministry of Finance and Public Credit, and in attention to the following:

BACKGROUND

Through separate documents received in this Administrative Unit on October 25, 2018, and February 13, 2019, "Banregio Financial Group, S.A. de C.V." (Banregio GF), through its legal representatives, submitted to this Ministry a corporate restructuring with the purpose of consolidating the operations and activities currently carried out by "Financiera Banregio, S.A. de C.V., Multiple-Object Financial Company, Regulated Entity, Banregio Financial Group" (Financiera Banregio) and "Banregio Soluciones Financieras, S.A. de C.V., Multiple-Object Financial Company, Regulated Entity, Banregio Financial Group" (Banregio Soluciones Financieras), with the objective of reducing administrative and operational costs; through the following acts:

A.

The increase in the social capital of "Banco Regional, S.A., Multiple Banking Institution, Banregio Financial Group" (Banco Regional), which will be subscribed by the controlling society of the Financial Group and paid in kind with the transfer of 99.99% of the shares representing the social capital of Financiera Banregio.

B.

The merger of Financiera Banregio and Banregio Soluciones Financieras, as merged societies that will be extinguished, into "Start Banregio, S.A. de C.V., Multiple-Object Financial Company, Regulated Entity, Banregio Financial Group" (Start Banregio), as the surviving merged society.

Based on the above, the petitioner requested the following from this Ministry:

i.

Authorization to carry out the merger of Financiera Banregio and Banregio Soluciones Financieras, as merged societies that will be extinguished, into Start Banregio, as the surviving merged society.

ii.

Approval for the modification of Article Seventh of the Bylaws of Banregio GF, in order to update the integration of the financial group after the merger.

iii.

Approval of the Single Responsibility Agreement to be entered into between the Controlling Society and the financial entities that are part of the Financial Group, as a result of the new integration of the financial group.

Through official letters UBVA/DGABV/774/2018 and UBVA/DGABV/775/2018 of October 30, 2018, UBVA/DGABV/076/2019 and UBVA/DGABV/077/2019 of February 18, 2019, the Deputy General Director of Banking and Securities, attached to this Administrative Unit, based on the provisions of Articles 17, 20 and other related articles of the Law to Regulate Financial Groups, requested the opinion of the Bank of Mexico and the National Banking and Securities Commission, respectively.

Likewise, through various UBVA/DGABV/776/2018 of October 30, 2018 and UBVA/DGABV/078/2019 of February 18, 2019, it requested the opinion of the Deputy General Director of Financial Analysis and International Linkage, attached to this Administrative Unit; and

CONSIDERING

I.

That through official letter OFI002-73 received in this Administrative Unit on August 23, 2019, the Bank of Mexico expressed its favorable opinion in order for this Ministry to authorize what was requested;

II.

That through official letter number 312-3/70137/2019 received in this Administrative Unit on July 18, 2019, the National Banking and Securities Commission expressed its favorable opinion in order for this Ministry to authorize and, if applicable, approve the acts that are the subject of the request in question, in accordance with the proposal presented;

III.

That through official letter UBVA/DGAAF/030/2019 received on June 14, 2019, the Deputy General Director of Financial Analysis and International Linkage expressed, from a financial point of view, its favorable opinion for the authorization to be granted to the petitioners, informing that Financial Group that it must comply with what is provided in Article 91 of the Law to Regulate Financial Groups;

IV.

That through official letter 312-3/70134/2019 dated June 21, 2019, the National Banking and Securities Commission authorized Banco Regional to contribute in kind the shares representing the social capital of Financiera Banregio, owned by Banregio GF, in terms of what is established by Article 12 of the Credit Institutions Law;

V.

That the requests for authorization for the merger between Start Banregio, as the surviving merged society with Financiera Banregio and Banregio Soluciones Financieras, as the extinguished merged societies, and for the approval of the modification of the bylaws and the Single Responsibility Agreement referred to in BACKGROUND 1 of this official letter, comply with the legal and administrative provisions applicable to the authorization procedures for the merger of two or more financial entities that are part of the same Financial Group and for the approval of the modification of bylaws and the Single Responsibility Agreement,

It issues the following:

RESOLUTION

FIRST.-

The merger is authorized between "Start Banregio, S.A. de C.V., Multiple-Object Financial Company, Regulated Entity, Banregio Financial Group" as the surviving merged society with "Financiera Banregio, S.A. de C.V., Multiple-Object Financial Company, Regulated Entity, Banregio Financial Group" and "Banregio Soluciones Financieras, S.A. de C.V., Multiple-Object Financial Company, Regulated Entity, Banregio Financial Group", the merged societies that will be extinguished, in accordance with the terms provided in the drafts of the Minutes of the Extraordinary General Shareholders' Meetings of those societies presented on February 13, 2019, to this Administrative Unit.

"Start Banregio, S.A. de C.V., Multiple-Object Financial Company, Regulated Entity, Banregio Financial Group" must send to this Administrative Unit, within twenty business days following the date on which said act is verified, and in accordance with the proposal presented, a certified copy before a public notary of the First Testimony and two simple copies, of the public deed in which the protocolization of the Minutes of the Extraordinary General Shareholders' Meetings of that society is recorded, as well as of "Financiera Banregio, S.A. de C.V., Multiple-Object Financial Company, Regulated Entity, Banregio Financial Group" and of "Banregio Soluciones Financieras, S.A. de C.V., Multiple-Object Financial Company, Regulated Entity, Banregio Financial Group", in which the authorized merger is agreed upon.

This authorization is subject to the resolutive condition consisting of not sending to this Ministry, within thirty business days following the date on which this official letter is notified, the proof of receipt of the public deeds in which the merger in question has been agreed upon in the respective Public Commerce Registry.

SECOND.-

The authorized merger will take effect from the date on which this authorization and the public instrument in which the agreements of the Shareholders' Meetings regarding the merger are recorded, are registered in the corresponding Public Commerce Registry, in accordance with what is provided in Article 19, first paragraph, of the Law to Regulate Financial Groups, informing this Ministry about the date and other data related to said registration, within a period of ten business days counted from the date on which it has been verified.

THIRD.-

This authorization and the merger agreements adopted by the aforementioned 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 "Start Banregio, S.A. de C.V., Multiple-Object Financial Company, Regulated Entity, Banregio Financial Group".

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.-

In order for this Unit of Banking, Securities and Savings to be able to approve the modification of the bylaws of "Banregio Financial Group, S.A. de C.V.", as well as the Single Responsibility Agreement that that Controlling Society has entered into with the financial entities that are part of the financial group, it communicates that prior to the registry inscription of the same, it must send, within twenty business days following the date on which they are carried out, and in accordance with the projects presented on February 13, 2019, 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 "Banregio Financial Group, S.A. de C.V." is recorded, in which the modification of article seventh of the bylaws and the Single Responsibility Agreement is agreed upon, in order to contemplate the new integration of the financial group, and

B.

First Testimony and three simple copies of the public deed in which the protocolization of the Modification Agreement to the Single Responsibility Agreement is recorded, in order to contemplate what is stated in the previous subsection A.

FIFTH.-

In terms of what is established in fractions V and IX of the Twenty-Fourth General Provisions for the registration of financial service providers, "Banregio Financial Group, S.A. de C.V." must inform through the SIPRES Registry of Financial Service Providers Portal, 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 "Banregio Financial Group, S.A. de C.V.", 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 to resolve, and does not prejudge the carrying out of any corporate act that said society carries out, which implies the prior authorization or approval of the financial, tax, or any other authorities, in terms of the current regulations.

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

Respectfully,

Mexico City, October 28, 2019. - The Head of the Unit, Juan Pablo Graf Noriega.- Signature.

(R.- 498216)

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