Official Letter Authorizing the Separation of Seguros Multiva, S.A. from Grupo Financiero Multiva

DOF: 27/12/2016

OFFICIAL LETTER authorizing the separation of Seguros Multiva, S.A., Grupo Financiero Multiva

A seal bearing the National Coat of Arms, which reads: United Mexican States.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Unit of Banking, Securities and Savings.- Official Letter No. UBVA/082/2016.

GRUPO FINANCIERO MULTIVA, S.A.B. 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 with 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

1.

Through writings received in this Administrative Unit on June 24, July 28,

2 and 8 of

September, all of 2016, the lawyer Crispín Francisco Salazar Aldana, in his

capacity as

legal representative of "Grupo Financiero Multiva, S.A.B. de C.V.", personality that he has

duly accredited before this Department, requested authorization and approval from this Ministry

to carry out the

following legal acts:

a)

The separation of "Seguros Multiva, S.A., Grupo Financiero Multiva" from that financial group.

b)

The modification of article two of its bylaws, in order to eliminate the reference

to "Seguros Multiva, S.A., Grupo Financiero Multiva" as an integral part of that financial group.

c)

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

of the said Insurer.

2.

Regarding this, this Deputy General Directorate of Banking and Securities, in exercise of the powers

that

confer 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/511/2016, UBVA/DGABV/512/2016 and UBVA/DGABV/513/2016 of June 27, UBVA/DGABV/624/2016, UBVA/DGABV/625/2016 and UBVA/DGABV/626/2016 of August 1, UBVA/DGABV/769/2016, UBVA/DGABV/770/2016 and UBVA/DGABV/771/2016

of September 5, as well as

UBVA/DGABV/795/2016, UBVA/DGABV/796/2016

and UBVA/DGABV/797/2016 of September 9,

all of 2016, requested the opinion of the Bank of Mexico, the National Banking and Securities Commission, and the National Insurance and Bonds 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/514/2016,

UBVA/DGABV/627/2016,

UBVA/DGABV/772/2016 and UBVA/DGABV/798/2016, of June 27, August 1 and September 5,

all of 2016, respectively, it requested the opinion of the Deputy General Directorate of

Financial Analysis and International Linkage, attached to this Administrative Unit.

3.

Through official letter UBVA/DGABV/844/2016 of October 7, 2016, 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

"Grupo Financiero Multiva, S.A.B. de C.V.", that in order to be able to resolve what is appropriate, it should send within twenty business days following the date of its verification and in the terms of the proposal presented, the following:

a)

First Testimony and four simple copies of the public deed in which the protocolization of the Act of the Extraordinary General Shareholders' Meeting of "Grupo Financiero Multiva, S.A.B. de C.V." is recorded, in which the separation of "Seguros Multiva, S.A., Grupo Financiero Multiva" from that financial group is agreed, as well as the modification of article two of its bylaws and the Single Liability Agreement, in order to eliminate the reference to the said Insurer.

b)

First Testimony and four simple copies of the public deed in which the protocolization of the Modification Agreement to the Single Liability Agreement is recorded, in order to omit "Seguros Multiva, S.A., Grupo Financiero Multiva", derived from the separation that concerns us.

c)

Simple copy of the public deed in which the protocolization of the Act of the Extraordinary General Shareholders' Meeting of "Seguros Multiva, S.A., Grupo Financiero Multiva" is recorded, in which, among others, its separation as a financial entity integrated into "Grupo Financiero Multiva, S.A.B. de C.V." is agreed, and its change of name to "Seguros Ve por Más, S.A., Grupo Financiero Ve por Más".

4.

Through a writing received in this Administrative Unit on November 17,

2016, the lawyer

Crispín Francisco Salazar Aldana, representing "Grupo Financiero Multiva, S.A.B. de C.V.",

sent the following documentation:

a)

First Testimony and four simple copies of public deed No. 75,162 of November 15,

2016, granted before the notary public Lic. Erik Namur Campesino, Holder of Notary Public No.

94 of Mexico City, through which the Act of the Extraordinary General Shareholders' Meeting of "Grupo Financiero Multiva, S.A.B. de C.V.", held on November 4,

2016, was protocolized, in which, among others, the separation of "Seguros Multiva, S.A.,

Grupo Financiero Multiva" from that financial group was agreed, as well as the modification of article two

of its bylaws and the Single Liability Agreement, in order to eliminate the

reference to the said Insurer.

b)

First Testimony and four simple copies of public deed No. 75,163 of November 15,

2016, granted before the notary public mentioned above, through which the Modification Agreement to the Single Liability Agreement was protocolized, in order to omit "Seguros

Multiva, S.A., Grupo Financiero Multiva", derived from the separation that concerns us.

c)

Simple copy of

public deed No. 82,425 of

November 16, 2016, granted before

the notary public

Lic. Luis Antonio Montes de Oca Mayagoitia, Holder of Public Notary No. 29 of

Mexico City, through which the Act of the Extraordinary General Shareholders' Meeting of "Seguros Multiva, S.A., Grupo Financiero Multiva", held on

November 10, 2016, was protocolized, in which, among others, its separation as a financial entity

integrated into "Grupo Financiero Multiva, S.A.B. de C.V." was agreed, and its change of

name to "Seguros Ve por Más, S.A., Grupo Financiero Ve por Más".

CONSIDERING

1.

That the Bank of Mexico through official letter OFI/S33-002-16608 received in this Administrative Unit

on September 29, 2016, expressed its favorable opinion in order for this Ministry

to authorize

what was requested.

2.

That the National Banking and Securities Commission through official letter 312-1/114026/2016 received in this

Administrative Unit on September 30,

2016, expressed its favorable opinion in order for

this Ministry to authorize and, if applicable, approve the acts subject of the request in question, in

the terms of the proposal presented.

3.

That the National Insurance and Bonds Commission through official letter 06-C00-41100/29634 received in

this Administrative Unit on October 4, 2016, issued a favorable opinion so that authorization is granted to

the applicant to carry out the separation in question.

4.

That the Deputy General Directorate of Financial Analysis and International Linkage, through

official letters

UBVA/DGAAF/121/2016 and UBVA/DGAAF/127/2016 of September 6 and October 6, both of

2016, respectively, stated that from a financial point of view it has no objection to

granting to "Grupo Financiero Multiva, S.A.B. de C.V." the

corresponding authorization.

5.

That the authorization request referred to in Background 1. of this official letter, complies with the

legal and administrative provisions applicable to the authorization procedure for the separation

of a financial entity integrated into a financial group, as well as to the approval procedure

for the modifications of the bylaws and the Single Liability Agreement.

6.

That once the information and documentation presented by "Grupo Financiero

Multiva,

S.A.B. de C.V." has been analyzed, and after hearing the opinion of the Bank of Mexico, the

National Banking and Securities Commission and the National Insurance and Bonds 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 "Seguros Multiva, S.A., Grupo Financiero Multiva" as a

financial entity integrated into "Grupo Financiero Multiva, S.A.B. de C.V." is authorized, in the terms

agreed by that Controlling Company in its Extraordinary General Shareholders' Meeting

held on November 4, 2016, protocolized through public deed

No. 75,162 of November 15, 2016, granted before the notary public Lic. Erik Namur

Campesino, Holder of Notary Public No. 94 of Mexico City.

This authorization is subject to the resolutive condition that

this Ministry is not sent the proof of entry of the public deed

in which the separation in question has been agreed in the respective Public Commerce Registry,

within 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 shareholders' meeting agreements regarding the

separation are recorded, are registered in the corresponding Public Commerce Registry, in

conformity 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 it has been verified.

Upon taking effect this authorization, "Seguros Multiva, S.A.,

Grupo Financiero Multiva"

must cease to be considered as an integral part of "Grupo Financiero Multiva, S.A.B. de C.V.".

THIRD.-

This authorization and the separation agreements adopted by the respective

shareholders' meetings, 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 expense of "Grupo Financiero Multiva, S.A.B. 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.

FOURTH.-

The responsibilities of "Grupo Financiero Multiva, S.A.B. de C.V." regarding "Seguros

Multiva, S.A., Grupo Financiero Multiva" will subsist until the losses that the said Insurer may have up to the moment of its separation are covered.

FIFTH.-

The modification of article two of the bylaws of "Grupo

Financiero Multiva, S.A.B. de C.V." is approved, in the terms agreed by its Extraordinary General

Shareholders' Meeting held on November 4, 2016, protocolized through

public deed No. 75,162 of November 15, 2016, granted before the notary public

Lic. Erik

Namur Campesino, Holder of Notary Public No. 94 of Mexico City.

SIXTH.-

The modification of the Single Liability Agreement celebrated between

"Grupo Financiero Multiva, S.A.B. de C.V." with the financial entities integrated into the

respective financial group is approved, in the terms agreed by its Extraordinary General

Shareholders' Meeting held on November 4, 2016, protocolized through

public deed No. 75,163 of November 15, 2016, granted before the notary public

mentioned above.

Finally, the First Testimonies of the public deeds attached to its writing are returned to "Grupo Financiero Multiva, S.A.B. de C.V.", with the indication that it must inform this Department

about the date and other data related to the registration it carries out of the same before the Public Commerce Registry respective, within a period of ten business days counted from the date on which said registrations are verified.

This authorization and approvals are issued based on the information and documentation

provided by "Grupo Financiero Multiva, S.A.B. de C.V." and are 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 and do not prejudice the carrying out of any corporate act that said Company carries out, which implies the prior authorization or approval of financial, tax or any other authorities, in terms of the current regulations.

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

Respectfully

Mexico City, December 2, 2016. - The Head of the Unit, José Bernardo González Rosas.-

Rubric.

(R.- 443071)

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