Official Letter Authorizing the Merger of STM Financial, S.A. de C.V., SOFOM, E.R., and BPF Finance México, S.A. de C.V., SOFOM, E.N.R.

DOF: 07/02/2023

OFFICIAL LETTER authorizing the merger of STM Financial, S

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.- Official Letter No. UBVA/343/2022.

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

BANCO INBURSA S.A., MULTIBANK INSTITUTION, GRUPO FINANCIERO INBURSA

STM FINANCIAL, S.A. DE C.V., SOFOM, E.R., GRUPO FINANCIERO INBURSA

PRESENT

The Ministry of Finance and Public Credit, through the Unit of Banking, Securities and Savings, based on the provisions of Article 31, fraction XXXII of the Organic Law of the Federal Public Administration; Article 17 in relation to Article 19, last paragraph, of the Law to Regulate Financial Groups; in exercise of the authority conferred by Article 27, fraction XII of the Internal Regulations of the Ministry of Finance and Public Credit; and in view of the following:

BACKGROUND

I.

Through an initial written request received in this Administrative Unit on April 29 and its extensions presented on August 25 and November 11, all of 2022, "Grupo Financiero Inbursa, S.A.B. de C.V.", "Banco Inbursa S.A., Multibank Institution, Grupo Financiero Inbursa", and "STM Financial, S.A. de C.V., SOFOM, E.R., Grupo Financiero Inbursa", requested authorization and approval from this Ministry, as applicable, for:

A.

The merger of "STM Financial, S.A. de C.V., SOFOM, E.R., Grupo Financiero Inbursa", as the surviving merging entity, with "BPF Finance México, S.A. de C.V., SOFOM, E.N.R.", as the extinguished merging entity;

B.

The modification of Article Two of the bylaws of "Grupo Financiero Inbursa, S.A.B. de C.V.", to reflect the change of name from "FC Financial, S.A. de C.V., SOFOM, E.R., Grupo Financiero Inbursa" to "STM Financial, S.A. de C.V., SOFOM, E.R., Grupo Financiero Inbursa", and

C.

The modification of the single responsibility agreement, entered into between "Grupo Financiero Inbursa, S.A.B. de C.V." and the financial entities comprising the same financial group.

II.

Through official letters UBVA/DGABV/242/2022 and UBVA/DGABV/422/2022 dated May 19 and September 1, 2022, respectively, the Deputy General Directorate of Banking and Securities attached to this Administrative Unit requested the opinion of the Bank of Mexico.

III.

Through official letters UBVA/DGABV/243/2022 and UBVA/DGABV/423/2022 dated May 19 and September 1, 2022, respectively, the Deputy General Directorate of Banking and Securities requested the opinion of the National Banking and Securities Commission.

IV.

Through official letters UBVA/DGABV/244/2022 and UBVA/DGABV/424/2022 dated May 19 and September 1, 2022, respectively, the Deputy General Directorate of Banking and Securities requested the opinion of the Deputy General Directorate of Financial Analysis and International Linkage, attached to this Administrative Unit; and

CONSIDERATIONS

1.

That the Ministry of Finance and Public Credit, through its Unit of Banking, Securities and Savings, is competent to authorize the merger of a financial entity that is part of a financial group subject to the supervision of the National Banking and Securities Commission with any company, in accordance with 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 27, fraction XII, of the Internal Regulations of this Ministry;

2.

That through official letter OFI002-586 dated September 8, 2022, the Bank of Mexico through the Directorates of Authorizations and Regulation, and of Authorizations and Central Banking Queries, expressed a favorable opinion so that this Ministry authorizes what was requested;

3.

That through official letter 312-1/2511705/2022 dated October 13, 2022, 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 so that this Ministry authorizes what was requested in terms of the proposal presented;

4.

That through official letter UBVA/DGAAFVI/109/2022 of November 10, 2022, the Deputy General Directorate of Financial Analysis and International Linkage expressed that from a financial point of view it issues a favorable opinion to grant the promoters the corresponding authorization;

5.

That the promoter companies demonstrated full compliance with the requirements established by Article 17 of the Law to Regulate Financial Groups, to request the authorization of this Ministry to carry out the merger described in Background I of this official letter, which were attached to the respective file;

6.

That once the analysis of the documentation presented by the promoter companies in compliance with Article 17 of the Law to Regulate Financial Groups has been carried out, and the opinions of the consulted bodies have been obtained, in terms of the proposal presented, there are no legal, accounting, financial or operational impediments regarding the feasibility of the merger in question, therefore it deems it appropriate to issue the following:

RESOLUTION

FIRST.-

The merger of "STM Financial, S.A. de C.V., SOFOM, E.R., Grupo Financiero Inbursa"

in its capacity as the surviving merging entity, with "BPF Finance México,

S.A. de C.V., SOFOM, E.N.R.", as the extinguished merging entity, is authorized, in the terms

set forth in the respective drafts of (i) Minutes of the Extraordinary General Meeting of

Shareholders, (ii) Merger Agreement and (iii) Merger Program, presented to this Administrative

Unit; subject to the conditions established in Resolutive FOURTH of this

official letter.

In accordance with the penultimate paragraph of Article 17 of the Law to Regulate the

Financial Groups, "STM Financial, S.A. de C.V., SOFOM, E.R., Grupo Financiero

Inbursa", is obligated and must continue with the merger procedures, and must assume

the obligations of the merging entity from the moment the merger is agreed upon.

SECOND.-

"STM Financial, S.A. de C.V., SOFOM, E.R., Grupo Financiero Inbursa", must present to

this Administrative Unit, within forty business days following the date on which

the following instruments are recorded before a public notary, whose content must be

in accordance with the terms in which the respective drafts were presented to this Ministry:

A.

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

"STM Financial, S.A. de C.V., SOFOM, E.R., Grupo Financiero Inbursa", in which its

merger is agreed upon, as the merging entity, with "BPF Finance México, S.A. de C.V.,

SOFOM, E.N.R.", as the extinguished merging entity.

B.

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 "BPF Finance México, S.A. de C.V., SOFOM, E.N.R." is recorded,

in which its merger is agreed upon, as the extinguished merging entity, into "STM Financial, S.A.

de C.V., SOFOM, E.R., Grupo Financiero Inbursa".

C.

Certified copy of the first testimony of the public deed in which the

protocolization of the Merger Agreement entered into between "STM Financial,

S.A. de C.V., SOFOM, E.R., Grupo Financiero Inbursa", as the merging entity with

"BPF Finance México, S.A. de C.V., SOFOM, E.N.R.", as the merging entity, is recorded.

THIRD.-

A period of twenty business days is granted to "STM Financial, S.A. de C.V., SOFOM, E.R., Grupo Financiero Inbursa", counted from the day following that on which the

public deeds referred to in subsections A. and B. of Resolutive SECOND above are executed,

for them to be presented before the Public Commerce Registry for their

registration.

In view of the foregoing, "STM Financial, S.A. de C.V., SOFOM, E.R., Grupo Financiero

Inbursa", must present to this Administrative Unit, a simple copy of the receipt of

entry before the Public Commerce Registry, of the public deeds indicated in subsections

A. and B., of Resolutive SECOND of this official letter, within ten business days

following the date on which they have been entered into said Registry.

FOURTH.-

The authorization referred to in Resolutive FIRST of this official letter is subject to

the following resolutive conditions:

a)

That the respective Extraordinary General Meetings of Shareholders of "STM

Financial, S.A. de C.V., SOFOM, E.R., Grupo Financiero Inbursa" and "BPF Finance

México, S.A. de C.V., SOFOM, E.N.R.", agree to their merger on terms different from the

proposal presented to this Ministry; or,

b)

That for reasons attributable to "STM Financial, S.A. de C.V., SOFOM, E.R., 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

registration within the period referred to in Resolutive THIRD of this

official letter.

FIFTH.-

The merger authorized in this official letter will take effect from the date on which the

present authorization and the respective public instruments in which the

agreements of the shareholder meetings regarding the merger are recorded, are registered in the Public

Commerce Registry, in accordance with the provisions of Article 19, first paragraph of

the Law to Regulate Financial Groups, and must send to this Unit of Banking,

Securities and Savings a simple copy of the documentation showing the date and other data

relating to the respective registrations, within a period of ten business days counted from

the next business day following that on which they have been verified.

SIXTH.-

This authorization and the merger agreements adopted by the respective shareholder

meetings must be published in the Official Journal of the Federation in terms of what is

provided for in the second paragraph of Article 19 of the Law to Regulate Financial

Groups, at the expense of "STM Financial, S.A. de C.V., SOFOM, E.R., Grupo Financiero

Inbursa".

The carrying out of the aforementioned 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.

SEVENTH.-

In terms of what is established by the Twenty-fourth, fractions V and IX of the

General Provisions for the registration of financial service providers, "STM Financial,

S.A. de C.V., SOFOM, E.R., Grupo Financiero Inbursa" must inform through the Portal

of the Registry of Financial Service Providers (SIPRES) in charge of the National Commission

for the Protection and Defense of Users of Financial Services

(CONDUSEF), the merger agreed upon and its respective agreement, authorized in accordance with

Resolutive FIRST of this official letter.

EIGHTH.-

In order for this Unit of Banking, Securities and Savings to be able to

approve the modification of Article Two of the bylaws of "Grupo Financiero

Inbursa, S.A.B. de C.V.", as well as the Single Responsibility Agreement that that

Controlling Society has entered into with the financial entities comprising the financial

group, it communicates that prior to the registration of the instruments in which these

legal acts are recorded in the Public Commerce Registry, that Financial Group must

submit within twenty business days following the date on which such acts are

formalized and -under the terms of the drafts presented to this Administrative Unit-:

A.

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

protocolization of the Minutes of the Extraordinary General Meeting of Shareholders of

"Grupo Financiero Inbursa, S.A.B. de C.V." is recorded, in which it is agreed: (i) the modification

of Article Two of the bylaws of the controlling society and (ii) the

modification of the Single Responsibility Agreement, to reflect the change

of name from "FC Financial, S.A. de C.V., SOFOM, E.R., Grupo Financiero

Inbursa" to "STM Financial, S.A. de C.V., SOFOM, E.R., Grupo Financiero

Inbursa".

B.

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

protocolization of the modification of the Single Responsibility Agreement is recorded, in order to

contemplate the current name of "STM Financial, S.A. de C.V., SOFOM, E.R.,

Grupo Financiero Inbursa".

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 the Ministry of Finance and Public Credit, through its Unit of

Banking, Securities and Savings and does not prejudge the tax implications of the operations subject to this

authorization, nor on the carrying out of any corporate act that is carried out by the persons

involved, which implies prior authorization or approval from financial, tax or any

other authority, in terms of the current regulations. Likewise, it does not validate acts or operations

that are carried out in contravention of the laws or regulations emanating from them.

Without further particular, I take this opportunity to send you a cordial greeting.

Respectfully

Mexico City, November 17, 2022. - The Head of the Unit, Alfredo Federico Navarrete

Martínez. - Initial.

(R.- 531639)

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