Official Letter Authorizing the Spin-off of Monex Grupo Financiero, S.A. de C.V.

DOF: 27/03/2018

OFFICIAL LETTER authorizing the spin-off of Monex Grupo Financiero, S.A. de C.V.

With a seal at the margin 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.- General Adjunct Directorate of Banking and Securities.- Official Letter No. UBVA/008/2018.

MONEX GRUPO FINANCIERO, 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, 18 of the Law to Regulate Financial Groups, and in exercise of the powers conferred by Article 27, fraction XII of the Internal Regulations of this Ministry of Finance and Public Credit, in attention to the following:

BACKGROUND

1.

Through documents received in this Administrative Unit on March 15, June 30, August 9, and August 18, all of 2017, Messrs. Jacobo G. Martínez Flores, Erik A. García Tapia and Gustavo W. Vomend Álvarez, in the name and representation of "Monex Grupo Financiero, S.A. de C.V.", a personality duly accredited before this Department, submit for consideration by this Ministry the corporate restructuring that their represented entity intends to carry out, whose main objective is to disincorporate the international business in which "Banco Monex, S.A., Multiple Banking Institution, Monex Grupo Financiero" and "Monex Grupo Financiero, S.A. de C.V." currently participate through "Monex Negocios Internacionales S.A. de C.V.", such that all but one of the shares representing the social capital of said Society will be direct property of "Monex S.A.B. de C.V.", thus ceasing to have participation in it and in the foreign societies in which it participates.

Likewise, in said documents it is stated that with the restructuring in question, it is intended to mitigate the risk of "Monex Grupo Financiero, S.A. de C.V." in businesses outside Mexico and simplify its management, as well as that of "Banco Monex, S.A., Multiple Banking Institution, Monex Grupo Financiero", since they will not be affected by the performance of international businesses. It is also intended to improve indicators related to total assets, which are used to measure the Bank's performance.

The aforementioned corporate restructuring consists of the following acts:

• The spin-off of "Monex Grupo Financiero, S.A. de C.V." contributing in block part of its assets and capital consisting of the total investment it holds in "Monex Negocios Internacionales S.A. de C.V.", without any liability existing in the respective accounting account, to a newly created society to be named "MGF Escindida, S.A. de C.V.".

• The spin-off of "Banco Monex, S.A., Multiple Banking Institution, Monex Grupo Financiero" contributing in block part of its assets and capital under the same terms stated in the previous point, to a newly created society to be named "MBA Escindida, S.A. de C.V."

• The merger of "MBA Escindida, S.A. de C.V." and "MGF Escindida, S.A. de C.V.", as merged societies that extinguish with "Monex Negocios Internacionales S.A. de C.V.", the merging society that survives with the denomination "MNI Holding, S.A. de C.V."

• The contribution by "Monex S.A.B. de C.V." of all the shares of its property representing the social capital of Tempus Inc. and Monex Europe Ltd. to "MNI Holding, S.A. de C.V."

It is contemplated that the corporate acts described will take effect simultaneously.

As a result of the above, they request authorization from this Department to carry out the aforementioned spin-off of "Monex Grupo Financiero, S.A. de C.V."

2.

Regarding this, the General Adjunct Directorate of Banking and Securities attached to this Administrative Unit, in exercise of the powers conferred by Article 28, fraction XXII of the Internal Regulations of the Ministry of Finance and Public Credit, through official letters UBVA/DGABV/190/2017 and UBVA/DGABV/191/2017 of March 17, 2017, and UBVA/DGABV/491/2017 and UBVA/DGABV/492/2017 of July 4, 2017, and UBVA/DGABV/602/2017 and UBVA/DGABV/603/2017 of August 21, 2017, requested the opinion of the Bank of Mexico and the National Banking and Securities Commission, respectively.

Likewise, through official letters UBVA/DGABV/192/2017 of March 17, 2017, UBVA/DGABV/493/2017 of July 4, 2017 and UBVA/DGABV/604/2017 of August 21, 2017, it requested the opinion of the General Adjunct Directorate of Financial Analysis and International Linkage, attached to this Unit of Banking, Securities and Savings.

3.

Through official letter UBVA/DGABV/887/2017 of December 5, 2017, the General Adjunct Directorate of Banking and Securities attached to this Unit of Banking, Securities and Savings, in exercise of the powers conferred by Article 28, fractions XXII and XXX of the Internal Regulations of this Ministry, communicated to Monex GF that to be able to resolve what is appropriate, it should send within twenty business days following the date of its verification, and in accordance with the proposal presented, the First Testimony and three simple copies of the public deed in which the protocolization of the Act of the Ordinary and Extraordinary General Shareholders' Meeting of "Monex Grupo Financiero, S.A. de C.V." is recorded, in which its spin-off contributing in block part of its assets and capital to "MGF Escindida, S.A. de C.V." is agreed (in accordance with the document presented on August 18, 2017).

Likewise, simple copies of the public deeds in which the following legal acts are recorded were requested:

• The Constitutive Act of "MGF Escindida, S.A. de C.V." (in accordance with the document presented on March 15, 2017).

• The Act of the Ordinary and Extraordinary General Shareholders' Meeting of "Banco Monex, S.A., Multiple Banking Institution, Monex Grupo Financiero", in which its spin-off contributing in block part of its assets and capital to "MBA Escindida, S.A. de C.V." is agreed (in accordance with the document presented on August 18, 2017).

• The Constitutive Act of "MBA Escindida, S.A. de C.V." (in accordance with the document presented on March 15, 2017).

4.

Through a document received in this Administrative Unit on December 15, 2017, "Monex Grupo Financiero, S.A. de C.V." sent the following:

• First Testimony and three simple copies of Public Deed No. 41,361 of December 13, 2017, protocolized before the notary of Lic. Alberto T. Sánchez Colín, holder of Public Notary No. 83 of Mexico City, in which the Act of the Ordinary and Extraordinary General Shareholders' Meeting of "Monex Grupo Financiero, S.A. de C.V." held on that same date is recorded, in which its spin-off contributing in block part of its assets and capital to "MGF Escindida, S.A. de C.V." was agreed.

• Simple copy of Public Deed No. 41,362 of December 13, 2017, protocolized before the notary of the same Notary, in which the Constitutive Act and the Bylaws of "MGF Escindida, S.A. de C.V." are recorded.

• Simple copy of Public Deed No. 41,363 of December 13, 2017, protocolized before the notary of reference, in which the Act of the Ordinary and Extraordinary General Shareholders' Meeting of "Banco Monex, S.A., Multiple Banking Institution, Monex Grupo Financiero", held on that same date, is recorded, in which its spin-off contributing in block part of its assets and capital to "MBA Escindida, S.A. de C.V." was agreed.

• Simple copy of Public Deed No. 41,364 of December 13, 2017, protocolized before the notary of reference, in which the Constitutive Act and the Bylaws of "MBA Escindida, S.A. de C.V." are recorded.

CONSIDERING

1.

That through official letter 312-3/17016/2017 of November 27, 2017, the National Banking and Securities Commission, prior to agreement of its Governing Board in session held on November 21, 2017, based on the provisions of Article 27 Bis of the Credit Institutions Law, authorized the spin-off of "Banco Monex, S.A., Multiple Banking Institution, Monex Grupo Financiero", contributing in block part of its assets and capital to "MBA Escindida, S.A. de C.V.".

2.

That the Bank of Mexico through official letter OFI/S33-002-19008 received in this Administrative Unit on August 31, 2017, expressed its favorable opinion for this Ministry to authorize what was requested provided that:

"1. Banco Monex continues to report to this Bank of Mexico the foreign exchange operations that, in its case, it carries out with the foreign societies in question and in whose capital MNI Holding, S.A. de C.V. may participate, as well as those that such societies carry out with persons who have their domicile in national territory, for which they must contact the Financial System Information Directorate of this Central Bank.

2. Banco Monex complies with the provisions established in Chapter IV 'Of multiple banking institutions that have business or patrimonial links with legal entities that carry out business activities', of Title Second, of the Credit Institutions Law, in the carrying out of operations that, in its case, it carries out with the aforementioned foreign societies in question and in whose capital MNI Holding, S.A. de C.V. may participate, as well as the rest of the applicable regulations in effect in the celebration of such operations."

3.

That the National Banking and Securities Commission through official letter No. 312-3/17017/2017 received in this Administrative Unit on November 29, 2017, expressed its favorable opinion for this Ministry to grant the requested authorization under the terms of the proposal presented.

4.

That the General Adjunct Directorate of Financial Analysis and International Linkage attached to this Administrative Unit through official letter UBVA/DGAAF/261/2017 received on December 5, 2017, issued from a financial point of view its favorable opinion for "Monex Grupo Financiero, S.A. de C.V." to be granted the corresponding authorization.

5.

That the spin-off request of "Monex Grupo Financiero, S.A. de C.V." referred to in this official letter, complies with the applicable legal and administrative provisions for the authorization procedures for the spin-off of a Controlling Society.

6.

That once the information and documentation presented by "Monex Grupo Financiero, S.A. de C.V." has been analyzed and after considering the authorization granted to "Banco Monex, S.A., Multiple Banking Institution, Monex Grupo Financiero", by the National Banking and Securities Commission, prior to agreement of its Governing Board, having heard the opinion of the Bank of Mexico, of the National Banking and Securities Commission itself, as well as of the General Adjunct Directorate of Financial Analysis and International Linkage of this Administrative Unit, and after having determined the appropriateness of granting the authorization in question, it issues the following:

RESOLUTION

FIRST.-

Authorize the spin-off of "Monex Grupo Financiero, S.A. de C.V.", under the terms agreed by its Ordinary and Extraordinary General Shareholders' Meeting held on December 13, 2017, protocolized through public deed No. 41,361 of December 13, 2017, before the notary of Lic. Alberto T. Sánchez Colín, holder of Public Notary No. 83 of Mexico City.

This authorization is subject to the resolutive condition consisting of the fact that the records of entry of the public deeds in which the merger in question has been agreed in the respective Public Registry of Commerce are not sent to this Ministry within twenty business days following the date on which this official letter is notified.

SECOND.-

"Monex Grupo Financiero, S.A. de C.V." must observe the following:

• Continue reporting to the Bank of Mexico the foreign exchange operations that, in its case, it carries out with the foreign societies in question and in whose capital MNI Holding, S.A. de C.V. may participate, as well as those that such societies carry out with persons who have their domicile in national territory, for which they must contact the Financial System Information Directorate of the Central Bank.

• Comply with the provisions established in Chapter IV "Of multiple banking institutions that have business or patrimonial links with legal entities that carry out business activities", of Title Second, of the Credit Institutions Law, in the carrying out of operations that, in its case, it carries out with the aforementioned foreign societies in question and in whose capital MNI Holding, S.A. de C.V. may participate, as well as the rest of the applicable regulations in effect in the celebration of such operations.

THIRD.-

The spin-off in question will take effect from the date on which this authorization and the corresponding agreements adopted in the Ordinary and Extraordinary General Shareholders' Meeting of "Monex Grupo Financiero, S.A. de C.V.", in which the spin-off in question has been resolved, are registered in the corresponding Public Registry of Commerce, in accordance with the provisions of the first paragraph of Article 19 of the Law to Regulate Financial Groups.

FOURTH.-

"Monex Grupo Financiero, S.A. de C.V." must inform this Department within ten business days following the said registration, about the date and other data related to the merit registrations.

FIFTH.-

This authorization and the spin-off agreements adopted in the Ordinary and Extraordinary General Shareholders' Meeting of "Monex Grupo Financiero, S.A. de C.V." must be published in the Official Journal of the Federation under the terms established by the second paragraph of Article 19 of the Law to Regulate Financial Groups, at the cost of said Financial Group.

SIXTH.-

"Monex Grupo Financiero, S.A. de C.V." must send to this Ministry, within 20 business days following the date on which its registration in the respective Public Registry of Commerce and its publication in the Electronic System of the Ministry of Economy are carried out, the following:

• Simple copy of the public deed in which the Act of the Ordinary and Extraordinary General Shareholders' Meeting of "MGF escindida, S.A. de C.V." is protocolized, in which its merger with "MBA escindida, S.A. de C.V." is agreed, in its capacity as merged societies and "Monex Negocios Internacionales, S.A. de C.V.", as the merging society, adopting the denomination of "MNI Holding, S.A. de C.V."

• Simple copy of the public deed in which the Act of the Ordinary and Extraordinary General Shareholders' Meeting of "MBA escindida, S.A. de C.V." is protocolized, in which its merger with "MGF escindida, S.A. de C.V." is agreed, in its capacity as merged societies and Monex Negocios Internacionales, S.A. de C.V., as the merging society, adopting the denomination of "MNI Holding, S.A. de C.V."

• Simple copy of the public deed in which the Act of the Ordinary and Extraordinary General Shareholders' Meeting of "Monex Negocios Internacionales, S.A. de C.V." is protocolized, in which its merger as the merging society is agreed, changing its denomination to "MNI Holding, S.A. de C.V." with "MGF escindida, S.A. de C.V." and "MBA escindida, S.A. de C.V.", in their capacity as merged societies.

• Simple copy of the public deed in which the Merger Agreement celebrated between "MGF escindida, S.A. de C.V." and "MBA escindida, S.A. de C.V.", in their capacity as merged societies and "Monex Negocios Internacionales S.A. de C.V.", as the merging society, adopting the denomination of "MNI Holding, S.A. de C.V." is protocolized

The First Testimony of the public deed annexed to its document is returned to "Monex Grupo Financiero S.A. de C.V.".

This authorization is issued based on the information and documentation provided by "Monex Grupo Financiero, S.A. de C.V.", and is limited exclusively to the acts and operations that, in accordance with the applicable provisions, it is competent for this Ministry to resolve, and does not prejudge the carrying out of any corporate act that the Society carries out, which implies prior authorization or approval of the financial, tax or any other authorities, in terms of the current regulations.

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

Sincerely

Mexico City, January 30, 2018.- The Head of the Unit, José Bernardo González Rosas.-

Rubric.

(R.- 464599)

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