Official Letter Authorizing the Separation of Impulsora de Fondos, S.A. de C.V. from Grupo Financiero Citibanamex

DOF: 09/04/2019

OFFICIAL LETTER authorizing the separation of Impulsora de Fondos, S.A. de C.V., Investment Fund Operating Company, member of the Citibanamex Financial Group (formerly Impulsora de Fondos Banamex, S.A. de C.V., Investment Fund Operating Company, member of the Banamex Financial Group) as a financial entity member of the Citibanamex Financial Group, S.A. de C.V.

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- SHCP.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Unit of Banking, Securities and Savings.- Official Letter No. UBVA/108/2018.

CITIBANAMEX 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 XXXIV of the Organic Law of the Federal Public Administration; 16 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 and XII 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 February 8, March 5 and 15, and July 24, all of 2018, the lawyer José Alejandro de Iturbide Gutiérrez, in his capacity as legal representative of "Citibanamex Financial Group, S.A. de C.V.", the lawyers Humberto Cabral González and Arturo Muñoz Ledesma, in their capacity as legal representatives of "Citibanamex Brokerage House, S.A. de C.V., Brokerage House, member of the Citibanamex Financial Group" (formerly "Acciones y Valores Banamex, S.A. de C.V., Brokerage House, member of the Banamex Financial Group"), and the lawyers Sergio Covarrubias Blázquez, Pedro Bernal Escutia and Jorge Alejandro Rodríguez Su, in their capacity as legal representatives of "Impulsora de Fondos, S.A. de C.V., Investment Fund Operating Company, member of the Citibanamex Financial Group" (formerly "Impulsora de Fondos Banamex, S.A. de C.V., Investment Fund Operating Company, member of the Banamex Financial Group"), personality that they have duly accredited before this Department, requested authorization from this Ministry to carry out the following legal acts:

a.

The separation of "Impulsora de Fondos, S.A. de C.V., Investment Fund Operating Company, member of the Citibanamex Financial Group" (formerly "Impulsora de Fondos Banamex, S.A. de C.V., Investment Fund Operating Company, member of the Banamex Financial Group") from "Citibanamex Financial Group, S.A. de C.V.", due to its alienation to Phoenix Acquisition B.V. and to Phoenix Acquisition Holdings, LLC.

b.

As a consequence of the above, the modification of Article Second of the bylaws of "Citibanamex Financial Group, S.A. de C.V.".

c.

The modification of the Single Liability Agreement that that Holding Company has celebrated with the financial entities that integrate it, in order to contemplate the separation of merit.

Similarly, "Citibanamex Financial Group, S.A. de C.V." through a writing received in this Administrative Unit on August 13, 2018, sent various documentation in extension of its initial request, in order to modify Article Second of its bylaws and the Single Liability Agreement, due to the change of denomination of the following financial entities:

a.

"Afore Banamex, S.A. de C.V., member of the Banamex Financial Group" by "Citibanamex Afore, S.A. de C.V., member of the Citibanamex Financial Group".

b.

"Pensiones Banamex, S.A. de C.V., member of the Banamex Financial Group" by "Citibanamex Pensiones, S.A. de C.V., member of the Citibanamex Financial Group".

c.

"Seguros Banamex, S.A. de C.V., member of the Banamex Financial Group" by "Citibanamex Seguros, S.A. de C.V., member of the Citibanamex Financial Group".

Regarding this, this Deputy General Directorate of Banking and Securities, in exercise of the powers conferred by Article 28, fraction XXII of the Internal Regulations of this Ministry of Finance and Public Credit and based on the provisions of Articles 16, 19, last paragraph and 20 of the Law to Regulate Financial Groups, through official letters UBVA/DGABV/080/2018 and UBVA/ DGABV/081/2018 of February 9; UBVA/DGABV/173/2018 and UBVA/DGABV/174/2018 of March 20, UBVA/DGABV/594/2018 and UBVA/DGABV/595/2018 of August 13, all of 2018, requested the opinion of the Bank of Mexico and of the National Banking and Securities Commission, respectively. Likewise, in exercise of the powers conferred by Article 28, fraction XXVIII of the Internal Regulations of this Department, through official letters UBVA/DGABV/082/2018 and UBVA/ DGABV/175/2018, of February 9 and March 20, both of 2018, respectively, requested the opinion of the Deputy General Directorate of Financial Analysis and International Linkage, attached to this Administrative Unit.

Through official letters UBVA/DGABV/538/2018 and UBVA/DGABV/640/2018, of July 25 and September 3, both of 2018, respectively, this Administrative Unit through the Deputy General Directorate of Banking and Securities, in exercise of the powers conferred by Article 28, fractions XXII and XXX of the Internal Regulations of this Ministry, communicated to "Citibanamex Financial Group, S.A. de C.V.", that in order to be able to resolve what is appropriate, it should remit within the twenty business days following the date of its verification and in the terms of the projects presented, the following:

a)

First Testimony and three simple copies of the public deed in which the protocolization of the Unanimous Shareholder Resolutions adopted outside of Shareholders' Meeting of "Citibanamex Financial Group, S.A. de C.V." is recorded, in which the separation of "Impulsora de Fondos, S.A. de C.V., Investment Fund Operating Company, member of the Citibanamex Financial Group" (formerly "Impulsora de Fondos Banamex, S.A. de C.V., Investment Fund Operating Company, member of the Banamex Financial Group") from that financial group is agreed, as well as the modification of Article Second of its bylaws and the Single Liability Agreement, in order to eliminate the reference to the said investment fund operating company, as well as to contemplate the current denomination of "Citibanamex Afore, S.A. de C.V., member of the Citibanamex Financial Group", "Citibanamex Pensiones, S.A. de C.V., member of the Citibanamex Financial Group", and "Citibanamex Seguros, S.A. de C.V., member of the Citibanamex Financial Group".

b)

First Testimony and three simple copies of the public deed in which the protocolization of the modification of the Single Liability Agreement is recorded, in order to omit "Impulsora de Fondos, S.A. de C.V., Investment Fund Operating Company, member of the Citibanamex Financial Group" (formerly "Impulsora de Fondos Banamex, S.A. de C.V., Investment Fund Operating Company, member of the Banamex Financial Group"), derived from the separation in question, and to contemplate the current denominations of the financial entities mentioned in the preceding subsection.

c)

Simple copy of the public deed in which the protocolization of the Unanimous Shareholder Resolutions adopted outside of Shareholders' Meeting of "Impulsora de Fondos, S.A. de C.V., Investment Fund Operating Company, member of the Citibanamex Financial Group" (formerly "Impulsora de Fondos Banamex, S.A. de C.V., Investment Fund Operating Company, member of the Banamex Financial Group") is recorded, in which, among others, its separation as a financial entity member of that financial group is agreed.

d)

Simple copy of the public deed in which the protocolization of the Unanimous Shareholder Resolutions adopted outside of Shareholders' Meeting of "Citibanamex Brokerage House, S.A. de C.V., Brokerage House, member of the Citibanamex Financial Group" (formerly "Acciones y Valores Banamex, S.A. de C.V., Brokerage House, member of the Banamex Financial Group") is recorded, in which, among others, the celebration of the sales contract of the shares representing the social capital of "Impulsora de Fondos, S.A. de C.V., Investment Fund Operating Company, member of the Citibanamex Financial Group" (formerly "Impulsora de Fondos Banamex, S.A. de C.V., Investment Fund Operating Company, member of the Banamex Financial Group") is ratified.

Through a writing received in this Administrative Unit on September 5, 2018, the lawyer José Alejandro de Iturbide Gutiérrez, in his capacity as authorized person of "Citibanamex Financial Group, S.A. de C.V.", "Citibanamex Brokerage House, S.A. de C.V., Brokerage House, member of the Citibanamex Financial Group" and of "Impulsora de Fondos, S.A. de C.V., Investment Fund Operating Company, member of the Citibanamex Financial Group", personality that he has duly accredited before this Department, submitted the following documentation:

a)

First Testimony and three simple copies of public deed No. 84,475 of September 3, 2018, granted before the faith of the lawyer Roberto Núñez y Bandera, Holder of Notary No. 1 of Mexico City, through which the Unanimous Shareholder Resolutions adopted outside of Shareholders' Meeting of "Citibanamex Financial Group, S.A. de C.V.", held on August 7, 2018, were protocolized, in which, among others, the separation of "Impulsora de Fondos, S.A. de C.V., Investment Fund Operating Company, member of the Citibanamex Financial Group" (formerly "Impulsora de Fondos Banamex, S.A. de C.V., Investment Fund Operating Company, member of the Banamex Financial Group") from the financial group in question was agreed, as well as the modification of Article Second of its bylaws and the Single Liability Agreement, in order to eliminate the reference to the said investment fund operating company, as well as to contemplate the current denomination of "Citibanamex Afore, S.A. de C.V., member of the Citibanamex Financial Group", "Citibanamex Pensiones, S.A. de C.V., member of the Citibanamex Financial Group", and "Citibanamex Seguros, S.A. de C.V., member of the Citibanamex Financial Group".

b)

First Testimony and three simple copies of public deed No. 84,488 of September 3, 2018, granted before the faith of the aforementioned Notary, through which the modification of the Single Liability Agreement, celebrated on August 15, 2018, was protocolized, in order to eliminate the reference of "Impulsora de Fondos, S.A. de C.V., Investment Fund Operating Company, member of the Citibanamex Financial Group" (formerly "Impulsora de Fondos Banamex, S.A. de C.V., Investment Fund Operating Company, member of the Banamex Financial Group"), as a financial entity member of "Citibanamex Financial Group, S.A. de C.V.", derived from the separation in question, and to contemplate the current denominations of the financial entities mentioned in the preceding subsection.

c)

Simple copy of public deed No. 84,481 of September 3, 2018, granted before the faith of the Notary in question, through which the Unanimous Shareholder Resolutions adopted outside of Shareholders' Meeting of "Impulsora de Fondos, S.A. de C.V., Investment Fund Operating Company, member of the Citibanamex Financial Group" (formerly "Impulsora de Fondos Banamex, S.A. de C.V., Investment Fund Operating Company, member of the Banamex Financial Group"), held on August 15, 2018, were protocolized, in which, among others, its separation as a financial entity member of that financial group was agreed.

d)

Simple copy of public deed No. 84,478 of September 3, 2018, granted before the faith of the aforementioned Notary, through which the Unanimous Shareholder Resolutions adopted outside of Shareholders' Meeting of "Citibanamex Brokerage House, S.A. de C.V., Brokerage House, member of the Citibanamex Financial Group" (formerly "Acciones y Valores Banamex, S.A. de C.V., Brokerage House, member of the Banamex Financial Group"), held on August 14, 2018, were protocolized, in which, among others, the celebration of the sales contract of the shares representing the social capital of "Impulsora de Fondos, S.A. de C.V., Investment Fund Operating Company, member of the Citibanamex Financial Group" (formerly "Impulsora de Fondos Banamex, S.A. de C.V., Investment Fund Operating Company, member of the Banamex Financial Group") was ratified.

CONSIDERING

That the Bank of Mexico through official letters OFI002-4 and OFI002-45 received in this Administrative Unit on May 25 and August 20, both of 2018, respectively, expressed its favorable opinion in order that this Ministry authorizes what was requested.

That the National Banking and Securities Commission through official letters 310-76778/2018 and 312-1/66467/ 2018 received in this Administrative Unit on July 16 and August 31, both of 2018, respectively, expressed its favorable opinion in order that this Ministry authorizes the corporate acts in question.

That the Deputy General Directorate of Financial Analysis and International Linkage, through official letter UBVA/DGAAF/20/2018 received on May 18, 2018, expressed that from the financial point of view it issues a favorable opinion for "Citibanamex Financial Group, S.A. de C.V." to be granted the corresponding authorization.

That the authorization and approval requests referred to in Background 1 of this official letter, comply with the applicable legal and administrative provisions for the authorization procedure for the separation of a financial entity member of a financial group, as well as for the approval procedure for the modifications of the bylaws of a holding company and the Single Liability Agreement.

That once the information and documentation presented by "Citibanamex Financial Group, S.A. de C.V." has been analyzed, and after hearing the opinion of the Bank of Mexico and of the National Banking and Securities 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 separation of "Impulsora de Fondos, S.A. de C.V., Investment Fund Operating Company, member of the Citibanamex Financial Group" (formerly "Impulsora de Fondos Banamex, S.A. de C.V., Investment Fund Operating Company, member of the Banamex Financial Group") as a financial entity member of "Citibanamex Financial Group, S.A. de C.V." is authorized, in the terms agreed by that Holding Company in its Unanimous Shareholder Resolutions adopted outside of Shareholders' Meeting, of August 7, 2018, protocolized through public deed No. 84,475 of September 3, 2018, granted before the faith of the lawyer Roberto Núñez y Bandera, Holder of Notary No. 1 of Mexico City.

This authorization is subject to the resolutive condition consisting in that the certificate of entry of the public deed in which the separation in question has been agreed is not submitted to this Ministry in the Public Commerce Registry corresponding, within the twenty business days following the date on which this official letter is notified.

SECOND.-

The authorized separation will take effect from the date on which this authorization and the public instruments in which the Unanimous Shareholder Resolutions adopted outside of Shareholders' Meeting relative to the separation 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, 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 they are verified.

Upon taking effect of this authorization, "Impulsora de Fondos, S.A. de C.V., Investment Fund Operating Company, member of the Citibanamex Financial Group" (formerly "Impulsora de Fondos Banamex, S.A. de C.V., Investment Fund Operating Company, member of the Banamex Financial Group"), must cease to hold itself as a member of "Citibanamex Financial Group, S.A. de C.V.".

THIRD.-

This authorization and the separation agreements adopted by the respective Unanimous Shareholder Resolutions adopted outside of Shareholders' Meeting, must be published in the Official Journal of the Federation in terms of what is provided by the second paragraph of Article 19 of the Law to Regulate Financial Groups, at the cost of "Citibanamex Financial Group, S.A. de C.V.".

The carrying out of the said publications must be notified to this Administrative Unit, attaching a copy of the documentation that accredits it, within the ten business days following the date on which said publications are verified.

FOURTH.-

The modification of Article Second of the bylaws of "Citibanamex Financial Group, S.A. de C.V." is approved, in the terms agreed by its Unanimous Shareholder Resolutions adopted outside of Shareholders' Meeting, of August 7, 2018, protocolized through public deed No. 84,475 of September 3, 2018, granted before the faith of the lawyer Roberto Núñez y Bandera, Holder of Notary No. 1 of Mexico City.

FIFTH.-

The modification of the Single Liability Agreement celebrated between "Citibanamex Financial Group, S.A. de C.V." with the financial entities members of the respective financial group is approved, in the terms agreed by its Unanimous Shareholder Resolutions adopted outside of Shareholders' Meeting, of August 7, 2018, protocolized through public deed No. 84,488 of September 3, 2018, granted before the faith of the aforementioned Notary.

The responsibilities of "Citibanamex Financial Group, S.A. de C.V." regarding "Impulsora de Fondos, S.A. de C.V., Investment Fund Operating Company, member of the Citibanamex Financial Group" (formerly "Impulsora de Fondos Banamex, S.A. de C.V., Investment Fund Operating Company, member of the Banamex Financial Group") of "Citibanamex Financial Group, S.A. de C.V.", will subsist until the losses that that financial entity may have up to the moment of its separation are covered.

Finally, the First Testimonies of the public deeds that "Citibanamex Financial Group, S.A. de C.V." annexed to its writing are returned to "Citibanamex Financial Group, S.A. de C.V.", with the indication that it must inform this Department about the date and other data related to the inscription that it carries out of the same before the Public Commerce Registry corresponding, within a period of ten business days counted from the date on which said inscriptions are verified.

This authorization and approvals are issued based on the information and documentation provided by "Citibanamex Financial Group, S.A. de C.V." and are limited exclusively to the acts and operations that, in accordance with the applicable provisions, compete to resolve this Unit of Banking, Securities and Savings and do not prejudge the carrying out of any corporate act that said Company 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, I take the opportunity to send you a cordial greeting.

Sincerely

Mexico City, September 13, 2018.- The Head of the Unit, Emilio Fueyo Saldaña.- Rubric.

(R.- 480345)

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