Official Letter Modifying Authorization for Pensiones Banamex, S.A. de C.V. Following Name Change to Citibanamex Pensiones, S.A., de C.V.

DOF: 04/10/2018

OFFICIAL LETTER modifying the authorization granted to Pensiones Banamex, S.A. de C.V.,

A seal bearing the National Coat of Arms appears on the margin, which reads: United Mexican States.- Ministry of Finance and Public Credit.- National Insurance and Bonds Commission.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-Advisory Directorate.- File: C00.411.13.2.1-P0908 " 17 ".- Official Letter No. 06-C00-41100/36539.

SUBJECT:

The authorization granted to

Pensiones Banamex, S.A. de C.V.,

member of the Banamex Financial Group,

is modified due to a change in its corporate name.

PENSIONES BANAMEX, S.A. DE C.V.,

MEMBER OF THE BANAMEX FINANCIAL GROUP

(now Citibanamex Pensiones, S.A., de C.V.,

member of the Citibanamex Financial Group)

Venustiano Carranza No. 63

Col. Centro

Cuauhtémoc

06000, Mexico City

Attention:

Lic. Pablo Raúl Tarasco Michel

Special Delegate

The Federal Government through the National Insurance and Bonds Commission, and prior to the Agreement of its Board of Directors, based on articles 11, 75, 369, section II, 370, last paragraph, and 372, section XLI, of the Law of Insurance and Bonds Institutions, as well as articles 6 and 9 of the Internal Regulations of the National Insurance and Bonds Commission, issues the following resolutions in response to the following:

Background and Considerations:

BACKGROUND

I.

Pensiones Banamex, S.A. de C.V., Member of the Banamex Financial Group, was authorized by the Ministry of Finance and Public Credit to organize and operate as an insurance institution, as recorded in resolution 366-IV-3827 of June 24, 2002, published in the Official Gazette of the Federation on August 12, 2002.

II.

By letters dated August 25 and October 19, 2017, and February 14, 2018, the Lic. Pablo Raúl Tarasco Michel and Ana Paula García Velasco, Legal Representatives of Pensiones Banamex, S.A. de C.V., Member of the Banamex Financial Group, requested approval from this Commission to carry out the modification of article two, among others, of the bylaws of that Institution, with the objective of changing the corporate name of the same to become Citibanamex Pensiones, S.A. de C.V., member of the Citibanamex Financial Group.

III.

With Official Letter 06-C00-41100/64446 of November 27, 2017, this Commission approved the reform of articles two and eleven of the bylaws of Pensiones Banamex, S.A. de C.V., Member of the Banamex Financial Group, in the terms agreed upon in the draft Minutes of the Extraordinary General Shareholders' Meeting that they submitted attached to their letter of August 25, 2017.

IV.

Through Official Letter 06-C00-41100/23608 of April 30, 2018, this Commission received the first copy and a notarially certified copy of public deed 82,229 of February 7, 2018, granted before the notary Lic. Roberto Núñez y Bandera, Public Notary No. 1 of Mexico City, in which the protocolization of the Minutes of the Ordinary and Extraordinary General Shareholders' Meeting of the aforementioned institution of January 18, 2018, is recorded.

V.

In this context, the modification to the authorization of Pensiones Banamex, S.A. de C.V., Member of the Banamex Financial Group, to operate as an insurance institution was submitted for consideration to the Board of Directors of the National Insurance and Bonds Commission, in its session 201 of June 26, 2018, which agreed, prior to the favorable opinion of the Authorizations Committee of the same Commission, the following:

"ONLY.- The bases of the authorization granted to Pensiones Banamex, S.A. de C.V., Member of the Banamex Financial Group, are MODIFIED, in order to reflect the modifications made in the bylaws of said institution for the change of corporate name from Pensiones Banamex, S.A. de C.V., Member of the Banamex Financial Group, to substitute it with "Citibanamex Pensiones, S.A., de C.V., member of the Citibanamex Financial Group"."

CONSIDERATIONS

FIRST.- That article 369, section II, of the Law of Insurance and Bonds Institutions, provides that it is the competence of the Board of Directors of this Commission to modify the authorizations to organize, operate, and function as an insurance institution.

SECOND.- That as a result of the resolution contained in the aforementioned Official Letter 06-C00-41100/64446 of November 27, 2017, the terms of the authorization granted to that insurance institution must be modified.

In view of the foregoing, the following are issued:

RESOLUTIONS

FIRST.- The Preamble and Articles First and Third, first paragraph, and section I, of the authorization granted to the insurance institution in question are modified, in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, TO CITIBANAMEX PENSIONES, S.A., DE C.V., MEMBER OF THE CITIBANAMEX FINANCIAL GROUP, TO ORGANIZE AND OPERATE AS AN INSURANCE INSTITUTION SUBSIDIARY OF CITIGROUP INC., THROUGH CITICORP, LLC., BOTH OF DELAWARE, UNITED STATES OF AMERICA, IN THE FOLLOWING TERMS:

"ARTICLE FIRST.- In exercise of the power conferred upon the Federal Government by articles 5 and 33-C of the repealed General Law of Insurance and Mutual Societies, to the Ministry of Finance and Public Credit, and which from April 4, 2015, onwards, are conferred by articles 11 and 75 of the Law of Insurance and Bonds Institutions, to the National Insurance and Bonds Commission, Citibanamex Pensiones, S.A., de C.V., member of the Citibanamex Financial Group is authorized to organize and operate as an insurance institution subsidiary of Citigroup Inc., through Citicorp, LLC., both of Delaware, United States of America.

" ...

"ARTICLE THIRD.- The insurance subsidiary shall be subject to the North American Free Trade Agreement, celebrated by the United States of America, Canada, and the United Mexican States, to the provisions of the Law of Insurance and Bonds Institutions, as well as those derived therefrom, to the General Law of Commercial Companies, to the Law for the Regulation of Financial Groups, regarding its integration into the Citibanamex Financial Group, and to the other norms applicable to it by their nature, and in particular, to the following bases:

"I.- The denomination shall be Citibanamex Pensiones, S.A., de C.V., member of the Citibanamex Financial Group.

" ...

" ...

" ...

" ...

" ...".

SECOND.- The authorization granted to Pensiones Banamex, S.A. de C.V., Member of the Banamex Financial Group (now Citibanamex Pensiones, S.A., de C.V., member of the Citibanamex Financial Group), to organize and operate as a subsidiary insurance institution, after the modification indicated in the preceding Resolutive clause, remains entirely in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, TO CITIBANAMEX PENSIONES, S.A., DE C.V., MEMBER OF THE CITIBANAMEX FINANCIAL GROUP, TO ORGANIZE AND OPERATE AS AN INSURANCE INSTITUTION SUBSIDIARY OF CITIGROUP INC., THROUGH CITICORP, LLC., BOTH OF DELAWARE, UNITED STATES OF AMERICA, IN THE FOLLOWING TERMS:

"ARTICLE FIRST.- In exercise of the power conferred upon the Federal Government by articles 5 and 33-C of the repealed General Law of Insurance and Mutual Societies, to the Ministry of Finance and Public Credit, and which from April 4, 2015, onwards, are conferred by articles 11 and 75 of the Law of Insurance and Bonds Institutions, to the National Insurance and Bonds Commission, Citibanamex Pensiones, S.A., de C.V., member of the Citibanamex Financial Group is authorized to organize and operate as an insurance institution subsidiary of Citigroup Inc., through Citicorp, LLC., both of Delaware, United States of America.

"ARTICLE SECOND.- The insurance subsidiary is authorized to practice life insurance operations, with the sole purpose of managing pension insurance, derived from social security laws.

"ARTICLE THIRD.- The insurance subsidiary shall be subject to the North American Free Trade Agreement, celebrated by the United States of America, Canada, and the United Mexican States, to the provisions of the Law of Insurance and Bonds Institutions, as well as those derived therefrom, to the General Law of Commercial Companies, to the Law for the Regulation of Financial Groups, regarding its integration into the Citibanamex Financial Group, and to the other norms applicable to it by their nature, and in particular, to the following bases:

"I.- The denomination shall be Citibanamex Pensiones, S.A., de C.V., member of the Citibanamex Financial Group.

"II.- The social capital shall be variable, according to the following:

"a) The minimum fixed capital without right to withdrawal shall be the amount of $193 ' 102,942.10 (one hundred ninety-three million one hundred two thousand nine hundred forty-two pesos 10/100) national currency.

"b) The amount of variable capital with right to withdrawal in no case may exceed the paid capital without right to withdrawal.

"III.- The social domicile of the insurance subsidiary shall be Mexico City, Federal District.

"ARTICLE FOURTH.- By its very nature, this authorization is non-transferable."

THIRD.- These resolutions must be published in the Official Gazette of the Federation and in two widely circulated newspapers from the social domicile of the institution, within the one hundred twenty days following the date of their notification to Pensiones Banamex, S.A. de C.V., Member of the Banamex Financial Group (now Citibanamex Pensiones, S.A., de C.V., member of the Citibanamex Financial Group), in terms of what is established in articles 11 and 75 of the Law of Insurance and Bonds Institutions, at the expense of the interested party.

This official letter is issued based on the information provided by Pensiones Banamex, S.A. de C.V., Member of the Banamex Financial Group (now Citibanamex Pensiones, S.A., de C.V., member of the Citibanamex Financial Group), contained in the letters submitted, and is limited exclusively to the approval of the modification of the authorization granted to that insurance institution, in the terms described that, in accordance with the applicable provisions, fall within the competence of this Commission to resolve, and does not prejudge the performance of any other act that the aforementioned institution carries out that implies prior authorization or approval from other authorities, nor does it validate any act that has been carried out in contravention of current regulations.

This is made known to you, based on articles 11, 75, 369, section II, 370, last paragraph, and 372, section XLI, of the Law of Insurance and Bonds Institutions, as well as articles 6 and 9 of the Internal Regulations of the National Insurance and Bonds Commission.

Respectfully,

Effective Suffrage. No Re-election.

Mexico City,

June 28, 2018.- The President of the National Insurance and Bonds Commission,

Norma Alicia Rosas Rodríguez.- Rubric.

(R.- 473771)

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