Official Letter Granting Authorization for the Organization and Operation of Banco Plata, S.A., Multiple Banking Institution — SHCP — MX

DOF: 30/12/2024

OFFICIAL LETTER granting authorization for the organization and operation of a multiple banking institution to be named Banco Plata, S.A., Multiple Banking Institution.

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- Treasury.- Ministry of Finance and Public Credit.- National Banking and Securities Commission.- Vice Presidency of Normativity.- General Directorate of Authorizations to the Financial System.- Vice Presidency of Supervision of Financial Groups and Intermediaries A.- General Directorate of Supervision of Financial Groups and Intermediaries B.-

Official Letter No.: VN-310/41764/2024.- File No.: CNBV.3S.1.312 (16378).

Subject:

Authorization for the organization and operation of a multiple banking institution to be named Banco Plata, S.A., Multiple Banking Institution.

TECNOLOGÍAS DIFFIERE, S.A.P.I. DE C.V.

Calle Calzada Mariano Escobedo, No. 476,
Floor 1, Col. Anzures, Alc. Miguel Hidalgo
C.P. 11590, Mexico City.

ATTN.:

Mr. Neri Tollardo
Legal Representative

With writings and information presented on February 1 and 9, June 14, July 4, August 21, September 19, October 4 and 18, all of the year 2023, January 4 and 26, May 8, 28 and 30, June 5, July 3 and 5, August 5, 16 and 30 and September 12 of 2024, Tecnologías Diffiere, S.A.P.I. de C.V. (Tecnologías Diffiere) and Mr. Neri Tollardo, requested authorization from the National Banking and Securities Commission for Tecnologías Diffiere to organize and operate as a newly created multiple banking institution under the name of Banco Plata, S.A., Multiple Banking Institution.

The central proposal of the submitted request considers the transformation of Tecnologías Diffiere into a multiple banking institution in accordance with what is provided for in the Credit Institutions Law and in the General Provisions applicable to credit institutions. According to the proposed corporate scheme, Different Technologies, LLC, the current majority shareholder of Tecnologías Diffiere, will maintain the status of majority shareholder in Banco Plata, S.A., Multiple Banking Institution, and Mr. Neri Tollardo will serve as a minority shareholder of that entity.

Regarding this matter, the Board of Directors of this Commission, in a session held on December 10, 2024, based on Article 8 of the Credit Institutions Law, and

CONSIDERING

FIRST. - That the documentation and information presented in connection with the request for authorization for the organization and operation of a multiple banking institution to be named Banco Plata, S.A., Multiple Banking Institution, meets the requirements provided for in Articles 9, 10 and 10 Bis of the Credit Institutions Law and in Articles 2, fraction I and 336 of the General Provisions applicable to credit institutions;

SECOND. - That the Bank of Mexico, through official letter OFI002-911 dated October 29, 2024, expressed its favorable opinion that the requested authorization be granted.

Likewise, the aforementioned Central Institute in the referenced official letter stated the following:

"... this Central Bank expresses its favorable opinion that this Commission grant the requested authorization.

This is always subject to, prior to the corresponding start of operations, this Commission ensuring that: i) the subscribed and paid-up social capital of the aforementioned credit institution is at least, $3,772,238,253.00 (three billion seven hundred seventy-two million two hundred thirty-eight thousand two hundred fifty-three pesos 00/100 national currency), which is the amount of capital resulting, based on the information provided by the petitioner in its base scenario of the financial model that integrates the file of its request, with which full compliance would be given to what is provided in Articles 19 and 50 of the Credit Institutions Law, and an adequate level of capital strength would be maintained for the stability and correct functioning of Banco Plata during the first years, and ii) said credit institution demonstrates having the necessary infrastructure and capacity to receive electronic fund transfers in the bank deposit money accounts that its clients request to establish in said institution, as well as to conduct operations with the Bank of Mexico.

Without prejudice to the foregoing, this Commission must ensure that due compliance is given to what is stated in Article 22, third paragraph, fraction III, of the Credit Institutions Law, so that Mrs. Rocío Haydee Robles Peiro, proposed to participate as an independent director of the aforementioned credit institution, can serve as such, taking into account that she is a partner of "Tenet Consultores, S.C.", which provides services to the petitioner."

THIRD. - That from the analysis of the received documentation and information, it was concluded that, from the legal, financial, operational, information security, operational risk management, information technology, and prevention of operations with illicit proceeds standpoint, it is appropriate to grant the requested authorization.

Therefore, the following was adopted:

AGREEMENT

"THIRD.- The members of the Board of Directors of the National Banking and Securities Commission, based on Article 12, fractions V and XV of the National Banking and Securities Commission Law, in relation to Article 8 of the Credit Institutions Law, unanimously agreed to authorize the organization and operation of a multiple banking institution to be named Banco Plata, S.A., Multiple Banking Institution, in terms of the proposal presented.

This authorization is subject to, in accordance with what is established by Articles 8, third paragraph and 46 Bis of the Credit Institutions Law, and in observance of the requirement formulated by the Bank of Mexico in its official letter number OFI002-911 dated October 29, 2024, compliance with the following:

1.
Obtaining from the National Banking and Securities Commission the authorization for the start of operations of Banco Plata, S.A., Multiple Banking Institution within the timeframe established in Article 8, third paragraph of the Credit Institutions Law, which will proceed once compliance with the requirements established in Article 46 Bis of the aforementioned legal instrument is accredited;

2.
The subscribed and paid-up social capital of Banco Plata, S.A., Multiple Banking Institution, being at least $3,772,238,253.00 (three billion seven hundred seventy-two million two hundred thirty-eight thousand two hundred fifty-three pesos 00/100 M.N);

3.
That Banco Plata, S.A., Multiple Banking Institution, demonstrate having the necessary infrastructure and capacity to receive electronic fund transfers in the bank deposit money accounts that its clients request to establish in said institution, as well as to conduct operations with the Bank of Mexico; and

4.
That Banco Plata, S.A., Multiple Banking Institution, comply with what is stated in Article 22, fraction III of the Credit Institutions Law, since Mrs. Rocío Haydee Robles Peiro, proposed to participate as an independent director of the credit institution, serves as a partner of "Tenet Consultores, S.C.", which provides services to the petitioner.

This agreement is adopted without prejudice to the other authorizations and approvals that, in connection with the described act, must be obtained from the National Banking and Securities Commission and from other competent authorities, in terms of the applicable provisions, as well as the exercise of the powers attributed to said Commission during the organization process of Banco Plata, S.A., Multiple Banking Institution, in which all applicable conditions and requirements for the start of operations must be met."

The entity whose organization and operation is authorized will be subject to the following:

BASES

FIRST. -
The name of the company will be Banco Plata, S.A., Multiple Banking Institution.

SECOND. -
Its duration will be indefinite.

THIRD. -
Its corporate purpose will include carrying out all activities and providing the services set forth in Article 46 of the Credit Institutions Law.

FOURTH. -
Its corporate domicile will be in Mexico City.

FIFTH. -
The amount of its initial social capital will be $3,772,238,253.00 (three billion seven hundred seventy-two million two hundred thirty-eight thousand two hundred fifty-three pesos 00/100 M.N.).

SIXTH. -
The authorization referred to in this official letter is, by its very nature, non-transferable.

SEVENTH. -
The institution will be subject to the supervision of the National Banking and Securities Commission.

EIGHTH.-
The banking and credit service that the institution provides by virtue of this authorization, as well as the other operations it carries out, as well as its organization and functioning in general, will be subject, in what is not expressly stated in this official letter, to the Political Constitution of the United Mexican States, to international treaties or agreements, to the Credit Institutions Law, to the rules and general provisions applicable to credit institutions issued by the National Banking and Securities Commission, to the provisions regarding its operations issued by the Bank of Mexico, and to other current and future norms and provisions issued by any competent authority, including those related to operations with illicit proceeds and terrorism financing, which by their nature are applicable to it.

Furthermore, this Commission, based on Article 8, second paragraph of the Credit Institutions Law and complementarily to the Agreement adopted by the Board of Directors in the terms stated above, issues a favorable opinion on the draft bylaws of Banco Plata, S.A., Multiple Banking Institution, in accordance with the document duly sealed and attached to this official letter.

The petitioner must deliver this Commission, within a period of ninety natural days counted from the date of notification of this official letter, for its approval, the public instrument in which the respective agreements are recorded for Tecnologías Diffiere, S.A.P.I. de C.V. to adopt the regime of a multiple banking institution and for the bylaws of Banco Plata, S.A., Multiple Banking Institution to be approved, as provided in Article 8, second paragraph of the Credit Institutions Law. In any case, the text of this official letter must be attached to the relevant instrument, or a copy thereof must be integrated into it.

This official letter must be published at the expense of the interested parties in the Official Gazette of the Federation and in two widely circulated newspapers of its corporate domicile, in accordance with what is provided in Article 8, last paragraph of the Credit Institutions Law; therefore, based on Article 97 of the National Banking and Securities Commission Law, Tecnologías Diffiere, S.A.P.I. de C.V. is required to inform this Commission of the date of the aforementioned publications, within a period of ten business days, counted from the date they are made, which must be processed within fifteen business days following the date of receipt of this official letter.

The foregoing is communicated based on Articles 16, penultimate paragraph of the National Banking and Securities Commission Law; and 9, 14 and 17, in relation to Articles 19, fraction X, 21, fractions I, subsection c), II, III and last paragraph, 44, fractions I and IV and 64 of the Internal Regulations of the National Banking and Securities Commission.

Respectfully,

Mexico City, December 16, 2024.- Vice President of Normativity, Lic. Aurora Cervantes Martínez.- Signature.- Vice President of Supervision of Financial Groups and Intermediaries A, Mtro. Francisco Javier Vega Rodríguez.- Signature.

(R.- 559524)

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