Official Letter Authorizing the Non-Extinguishing Spin-Off of the Controlling Society of Grupo Financiero Citibanamex and the Separation of CBM Banco and Citibanamex Casa de Bolsa

DOF: 04/04/2025

OFFICIAL LETTER authorizing the non-extinguishing spin-off of the controlling society of Grupo Financiero Citibanamex, S.A. de C.V., to constitute a new creation society, which will be organized as a subsidiary controlling society, with the purpose of constituting and operating as a financial group; as well as the separation of CBM Banco, S.A., Multiple Banking Institution, a member of Grupo Financiero Citibanamex, and Citibanamex Casa de Bolsa, S.A. de C.V., a member of Grupo Financiero Citibanamex, as financial entities members of Grupo Financiero Citibanamex, S.A. de C.V., due to the spin-off of the latter.

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.- Banking, Securities and Savings Unit.- Banking and Securities Coordination.- Official Letter No. UBVA/CBV/337/2024.

GRUPO FINANCIERO CITIBANAMEX, S.A. DE C.V.

PRESENT

CBM BANCO, S.A., MULTIPLE BANKING INSTITUTION, MEMBER OF GRUPO FINANCIERO CITIBANAMEX

PRESENT

CITIBANAMEX CASA DE BOLSA, S.A. DE C.V., MEMBER OF GRUPO FINANCIERO CITIBANAMEX

PRESENT

The Ministry of Finance and Public Credit, through the Banking and Securities Coordination attached to the Banking, Securities and Savings Unit, based on the provisions of Articles 31, fraction XXXII of the Organic Law of the Federal Public Administration; 16 and 18 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

I.

Through a document received in this Administrative Unit on January 3, 2024, and its extensions on January 26, March 1, May 20, August 2, 19 and 26, and September 9, all of 2024, through which "Grupo Financiero Citibanamex, S.A. de C.V.", "CBM Banco, S.A., Multiple Banking Institution, member of Grupo Financiero Citibanamex" and "Citibanamex Casa de Bolsa, S.A. de C.V., Brokerage Firm member of Grupo Financiero Citibanamex", requested authorization and approval from this Ministry for the following legal acts:

A.

To spin off, without extinguishing, the controlling society of "Grupo Financiero Citibanamex, S.A. de C.V.", to constitute a new creation society, which will be organized as a subsidiary controlling society, with the purpose of constituting and operating as a financial group, integrated by "CBM Banco, S.A., Multiple Banking Institution, member of Grupo Financiero Citibanamex" and "Citibanamex Casa de Bolsa, S.A. de C.V., Brokerage Firm member of Grupo Financiero Citibanamex".

B.

Consequently, from the above, the separation of "CBM Banco, S.A., Multiple Banking Institution, member of Grupo Financiero Citibanamex" and "Citibanamex Casa de Bolsa, S.A. de C.V., Brokerage Firm member of Grupo Financiero Citibanamex", as financial entities members of "Grupo Financiero Citibanamex, S.A. de C.V.".

C.

The modification of the following articles of their bylaws:

C.1

Articles First, Second, Third, Fourth, Ninth, Eleventh, Eighteenth, Twentieth, Twenty-Fifth, Twenty-Sixth, Twenty-Eighth, Thirtieth, Thirty-First, Thirty-Second, Thirty-Third, Thirty-Fourth, Thirty-Seventh, Thirty-Eighth, Fiftieth, Fifty-Second, Fifty-Third, Fifty-Fifth, Fifty-Ninth, Sixty-Second, Sixty-Third and Sixty-Fourth, to contemplate the modification of the name of "Grupo Financiero Citibanamex, S.A. de C.V." to "Grupo Financiero Banamex, S.A. de C.V."

C.2

Article Second, to eliminate references to "CBM Banco, S.A., Multiple Banking Institution, member of Grupo Financiero Citibanamex" and "Citibanamex Casa de Bolsa, S.A. de C.V., Brokerage Firm member of Grupo Financiero Citibanamex", as well as to modify the names of the members of that Financial Group.

C.3

Article Eighth, to provide for the decrease in the social capital of that Financial Group, derived from its spin-off.

C.4

Articles Twenty-Fourth, Thirty-Ninth, Forty-Second, Forty-Fifth and Forty-Sixth, to provide for the holding of board of directors sessions and/or shareholder meetings through the use of electronic, optical or any other technology means.

C.5

Article Sixty-Eighth, to eliminate the reference to Federal District and specify Mexico City in its place.

D.

The modification of the Single Liability Agreement that that Controlling Society has with the financial entities members of that Financial Group, to contemplate the modification of the name of "Grupo Financiero Citibanamex, S.A. de C.V." to "Grupo Financiero Banamex, S.A. de C.V." and eliminate references to the financial entities "CBM Banco, S.A., Multiple Banking Institution, member of Grupo Financiero Citibanamex" and "Citibanamex Casa de Bolsa, S.A. de C.V., Brokerage Firm member of Grupo Financiero Citibanamex".

II.

Through official letter UBVA/CBV/009/2024 dated January 11, 2024, and its extensions UBVA/CBV/033BIS/2024, UBVA/CBV/067/2024, UBVA/CBV/161/2024, UBVA/CBV/249/2024, UBVA/CBV/291/2024, UBVA/CBV/296/2024, UBVA/CBV/324/2024 dated January 30, March 4, May 22, August 5, 22 and 27, and September 10, all of 2024, respectively, issued by the Banking and Securities Coordination, attached to this Banking, Securities and Savings Unit, the opinion of the Bank of Mexico was requested.

III.

Through official letter UBVA/CBV/010/2024 dated January 11, 2024, and its extensions UBVA/CBV/034/2024, UBVA/CBV/068/2024, UBVA/CBV/162/2024, UBVA/CBV/250/2024, UBVA/CBV/292/2024, UBVA/CBV/297/2024 and UBVA/CBV/325/2024 dated January 30, March 4, May 22, August 5, 22 and 27, and September 10, all of 2024, respectively, issued by the Banking and Securities Coordination, attached to this Banking, Securities and Savings Unit, the opinion of the National Banking and Securities Commission was requested;

IV.

Through official letter UBVA/CBV/011/2024 dated January 11, 2024, and its extensions UBVA/CBV/035/2024, UBVA/CBV/069/2024, UBVA/CBV/163/2024, UBVA/CBV/251/2024, UBVA/CBV/293/2024, UBVA/CBV/298/2024, UBVA/CBV/311/2024 and UBVA/CBV/326/2024 dated January 30, March 4, May 22, August 5, 22 and 27, September 3 and 10, all of 2024, respectively, issued by the Banking and Securities Coordination, the opinion of the Financial Analysis and International Linkage Coordination, both attached to this Administrative Unit, was requested;

CONSIDERING

That the Ministry of Finance and Public Credit, through the Banking and Securities Coordination attached to the Banking, Securities and Savings Unit, is competent to authorize the spin-off of a controlling society of a financial group, in terms of Article 18, 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 the authority indicated in the previous Consideration is also competent to authorize the separation of financial entities members of a financial group, in terms of Article 16, 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 through official letter OFI002-893 dated September 24, 2024, the Bank of Mexico through the Central Banking Authorizations and Sanctions Directorate and the Regulation and Supervision Directorate, expressed a favorable opinion so that this Ministry authorizes what was requested.

That through official letter 312-3/42766/2024 dated September 24, 2024, the National Banking and Securities Commission through the General Directorates of Authorizations to the Financial System and of Supervision of Groups and Financial Intermediaries F, expressed a favorable opinion so that this Ministry authorizes what was requested, in terms of the proposal presented;

That through official letters UBVA/CAFVI/061/2024 and UBVA/CAFVI/072/2024 dated July 9 and September 12, both of 2024, respectively, the Financial Analysis and International Linkage Coordination, attached to the Banking, Securities and Savings Unit, stated that from a financial point of view it does not observe any inconvenience to grant the applicants the corresponding authorization;

That the applicant societies demonstrated full compliance with the requirements established in Article 18 of the Law to Regulate Financial Groups, to request authorization from this Ministry to carry out the spin-off described in Background I., subsection A. of this official letter, which were added to the respective file;

That, likewise, the applicant societies demonstrated full compliance with the requirements established in Article 16 of the Law to Regulate Financial Groups, to request authorization from this Ministry to carry out the separation described in Background I., subsection B. of this official letter, which were added to the respective file; and

That once the analysis of the documentation presented by the applicant societies in compliance with Articles 16 and 18 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 spin-off and separation described in Background I., subsections A. and B. of this official letter; therefore, it deems it appropriate to issue the following:

RESOLUTION

FIRST.-

The spin-off, without extinguishing, of the controlling society of "Grupo Financiero Citibanamex, S.A. de C.V." is authorized, to constitute a new creation society, which will be organized as a subsidiary controlling society, with the purpose of constituting and operating as a financial group, integrated by "CBM Banco, S.A., Multiple Banking Institution, member of Grupo Financiero Citibanamex" and "Citibanamex Casa de Bolsa, S.A. de C.V., Brokerage Firm member of Grupo Financiero Citibanamex", prior to the authorization issued by the head of this Ministry of Finance and Public Credit, in conformity with Article 70 of the Law to Regulate Financial Groups.

SECOND.-

The separation of "CBM Banco, S.A., Multiple Banking Institution, member of Grupo Financiero Citibanamex" and "Citibanamex Casa de Bolsa, S.A. de C.V., Brokerage Firm member of Grupo Financiero Citibanamex", as financial entities members of "Grupo Financiero Citibanamex, S.A. de C.V.", is authorized, due to the spin-off of the latter.

THIRD.-

"Grupo Financiero Citibanamex, S.A. de C.V." 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 concord with the terms in which their respective projects were presented to this Ministry:

A.

Certified copy of the First Testimony of the public deed in which the protocolization of the Unanimous Shareholder Resolutions adopted outside of a Shareholders' Meeting of "Grupo Financiero Citibanamex, S.A. de C.V." is recorded, in which it is agreed:

The spin-off of the controlling society of that Financial Group, to constitute a new creation society, which will be organized as a subsidiary controlling society, with the purpose of constituting and operating as a financial group, integrated by "CBM Banco, S.A., Multiple Banking Institution, member of Grupo Financiero Citibanamex" and "Citibanamex Casa de Bolsa, S.A. de C.V., Brokerage Firm member of Grupo Financiero Citibanamex"; and

The separation of "CBM Banco, S.A., Multiple Banking Institution, member of Grupo Financiero Citibanamex" and "Citibanamex Casa de Bolsa, S.A. de C.V., Brokerage Firm member of Grupo Financiero Citibanamex", as financial entities members of "Grupo Financiero Citibanamex, S.A. de C.V.", due to the spin-off of the latter.

B.

Certified copy of the First Testimony of the public deed in which the protocolization of the Unanimous Shareholder Resolutions adopted outside of a Shareholders' Meeting of "CBM Banco, S.A., Multiple Banking Institution, member of Grupo Financiero Citibanamex" is recorded, in which its separation as a financial entity member of "Grupo Financiero Citibanamex, S.A. de C.V." is agreed.

C.

Certified copy of the First Testimony of the public deed in which the protocolization of the Unanimous Shareholder Resolutions adopted outside of a Shareholders' Meeting of "Citibanamex Casa de Bolsa, S.A. de C.V., Brokerage Firm member of Grupo Financiero Citibanamex" is recorded, in which its separation as a financial entity member of "Grupo Financiero Citibanamex, S.A. de C.V." is agreed.

FOURTH.-

"Grupo Financiero Citibanamex, S.A. de C.V." must present to this Administrative Unit, within the deadline granted in the previous RESOLUTIVE THIRD, a simple copy of the certificates of entry before the Public Commerce Registry, of the public deeds indicated in subsections A, B and C of the aforementioned RESOLUTIVE THIRD, understanding that, with respect to the reform to the bylaws of the Controlling Society, as well as the modification of the single liability agreement that that Controlling Society has with the financial entities members of the financial group, its registry inscription will proceed once approval from this Ministry is obtained.

Likewise, "Grupo Financiero Citibanamex, S.A. de C.V." must send to this Banking, Securities and Savings Unit, a simple copy of the documentation recording the date and other data related to the respective inscriptions, within a deadline of ten business days following the date on which they are obtained.

FIFTH.-

The authorizations referred to in RESOLUTIVES FIRST and SECOND of this official letter are subject to the following resolutive conditions:

a)

That the respective Unanimous Shareholder Resolutions adopted outside of a Shareholders' Meeting of "Grupo Financiero Citibanamex, S.A. de C.V." agree to its spin-off, in terms different from the proposal presented before this Ministry;

b)

That the respective Unanimous Shareholder Resolutions adopted outside of a Shareholders' Meeting of "CBM Banco, S.A., Multiple Banking Institution, member of Grupo Financiero Citibanamex" and "Citibanamex Casa de Bolsa, S.A. de C.V., Brokerage Firm member of Grupo Financiero Citibanamex" agree to their separation, in terms different from the proposal presented before this Ministry; or

c)

That for reasons attributable to "Grupo Financiero Citibanamex, S.A. de C.V.", "CBM Banco, S.A., Multiple Banking Institution, member of Grupo Financiero Citibanamex" and "Citibanamex Casa de Bolsa, S.A. de C.V., Brokerage Firm member of Grupo Financiero Citibanamex", the public deeds indicated in subsections A, B and C of RESOLUTIVE THIRD of this official letter are not entered before the Public Commerce Registry for inscription, within the deadline referred to in the same.

SIXTH.-

The spin-off and separation authorized in this official letter will take effect from the date on which this authorization and the public instruments in which the respective spin-off and separation 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, informing this Ministry about the date and other data related to said inscription, within a deadline of ten business days counted from the date on which it has been verified.

SEVENTH.-

This authorization and the respective spin-off and separation 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 "Grupo Financiero Citibanamex, S.A. 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.

EIGHTH.-

In order for this Banking, Securities and Savings Unit to be able to approve the modification of the articles cited in Background I., subsection C. of the bylaws of "Grupo Financiero Citibanamex, S.A. de C.V.", as well as of the Single Liability Agreement that that Controlling Society has with the financial entities members of the financial group, indicated in Background I., subsection D., it communicates that prior to the inscription of the same in the corresponding Public Commerce Registry, it must send to this Authority, within twenty business days following the date on which they are protocolized and in terms of the projects presented, the following:

A.

First Testimony and two simple copies of the public deed in which the protocolization of the Unanimous Shareholder Resolutions adopted outside of a Shareholders' Meeting of "Grupo Financiero Citibanamex, S.A. de C.V." is recorded, in which the modification of the articles cited in Background I., subsection C. of its Bylaws and of the Single Liability Agreement is agreed, in order to contemplate the acts provided for in Background I., subsections C. and D. of this official letter; and

B.

First Testimony and two simple copies of the public deed in which the protocolization of the Single Liability Agreement is recorded, in order to contemplate the acts provided for in Background I., subsection D. of this official letter.

NINTH.-

In terms of what is established by the Twenty-Fourth, fraction VIII of the General Provisions for the Registration of Financial Service Providers, "Grupo Financiero Citibanamex, S.A. de C.V." 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 spin-off 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 competent for the Ministry of Finance and Public Credit, through its Banking, Securities and Savings Unit, 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 from financial, tax or any other authorities, in terms of the current regulations. Likewise, it does not validate acts or operations carried out in contravention of the laws or regulations emanating from them.

This resolution is issued in three original copies for the legal effects that may arise.

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

Sincerely

Mexico City, September 24, 2024.- The Coordinator, Ángel Cabrera Mendoza.- Rubric.

(R.- 562755)

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