Official Letter modifying the authorization granted to Principal Financial Group, S.A. de C.V., Grupo Financiero to exclude Principal Pensiones, S.A. de C.V. from the group

DOF: 23/02/2024

OFFICIAL LETTER modifying the authorization granted to Principal Financial Group, S.A. de C.V., Grupo Financiero, in order to exclude Principal Pensiones, S.A. de C.V., Principal Grupo Financiero, from the members of the aforementioned financial group.

At the margin, a seal with the National Emblem, which reads: United Mexican States.- TREASURY.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Insurance, Pensions and Social Security Unit.- Legal Coordination for Insurance, Sureties and Pensions.- Official Letter No. 366-III-008/2024.

PRINCIPAL FINANCIAL GROUP, S.A. DE C.V.,
FINANCIAL GROUP

Paseo de los Tamarindos No. 400-B, Floor 7
Bosques de las Lomas Neighborhood
Cuajimalpa Municipality
Postal Code 05120

Attention:
Armando Ortiz González
Representative

The Ministry of Finance and Public Credit, based on articles 31, fraction XXXII of the Organic Law of the Federal Public Administration; 70 of the Law to Regulate Financial Groupings, as well as 8, first paragraph and 16 G, fraction V of the Internal Regulations of the Ministry of Finance and Public Credit, issues the resolution indicated below, in accordance with the following background and considerations:

BACKGROUND

I.

Principal Financial Group, S.A. de C.V., Financial Group, is a company authorized to organize itself as a holding company and constitute and operate as a financial group, as evidenced by resolution 101.-527 of December 23, 2010, published in the Official Gazette of the Federation on February 21, 2011.

II.

With official letter 366-III-048/2023 of March 1, 2023, the then General Legal Directorate for Insurance, Sureties and Pensions, attached to the Insurance, Pensions and Social Security Unit:

1.

Approved the modification to article two of the bylaws of Principal Financial Group, S.A. de C.V., Financial Group, in order to exclude Principal Pensiones, S.A. de C.V., Principal Grupo Financiero, from the members of the aforementioned financial group.

This was due to the fact that, through official letter 06-C00-41100-56531/2019 of September 27, 2019, the National Insurance and Sureties Commission revoked the authorization to organize and operate as an insurance institution for the aforementioned insurance institution.

2.

Approved the modification to the single liability agreement, in order to exclude Principal Pensiones, S.A. de C.V., Principal Grupo Financiero, from the members of the aforementioned financial group.

3.

Requested to send the first certified copy and three simple copies of the public deed, with registration data in the Public Commerce Registry, in which the modification to article two of the bylaws and the single liability agreement was notarized, for the purpose of proceeding with the modification of the authorization granted to said financial group.

III.

With a document dated June 30, 2023, Principal Financial Group, S.A. de C.V., Financial Group attached:

1.

Certified copy of public deed 77,709 granted before the notary of Lic. Erick Salvador Pulliam Aburto, Public Notary No. 196 practicing in Mexico City, which contains the notarization of the minutes of the extraordinary general meeting of shareholders of Principal Financial Group, S.A. de C.V., Financial Group of April 3, 2023, in which it was resolved to modify article two of its bylaws, as well as the single liability agreement.

2.

Document dated June 14, 2023, in which the Public Notary mentioned in the previous subsection informs that public deed 77,709 is in the process of registration with the Public Commerce Registry.

IV.

With a document dated October 30, 2023, Principal Financial Group, S.A. de C.V., Financial Group sent:

1.

Certified copy of public deed 1,383 granted before the notary of Lic. Hermenegildo Castillo Martínez, Public Notary No. 87, practicing in Guadalupe, Nuevo León, which contains the notarization of the granting of powers by Principal Financial Group, S.A. de C.V., Financial Group, in which Armando Ortiz González is granted, among others, the authority to act on behalf of and represent said financial group.

2.

The first certified copy and three simple copies of deed 77,709 cited in subsection 1 of Background III, registered in the Public Commerce Registry of Mexico City.

CONSIDERATIONS

I.

The terms of the authorization granted to Principal Financial Group, S.A. de C.V., Financial Group must be modified, due to the reform to article two of the bylaws and the single liability agreement, in order to exclude Principal Pensiones, S.A. de C.V., Principal Grupo Financiero, from the members of the aforementioned financial group.

II.

The first certified copy and the three simple copies of public deed 77,709 with registration data in the Public Commerce Registry were presented.

RESOLUTION

First.

The Fourth Resolutive of the authorization granted to Principal Financial Group, S.A. de C.V., Financial Group to organize as a holding company and constitute and operate as a financial group is modified, to read as follows:

" FOURTH. - The financial group shall be composed of the holding subsidiary company and the following financial entities:

1.

Principal Afore, S.A. de C.V., Principal Grupo Financiero.

2.

Principal Fondos de Inversión, S.A. de C.V. Fund Operator, Principal Grupo Financiero.

3.

Principal Seguros, S.A. de C.V., Principal Grupo Financiero (formerly Principal México, Compañía de Seguros, S.A. de C.V., Principal Grupo Financiero). "

Second. - The authorization granted to Principal Financial Group, S.A. de C.V., Financial Group to organize a holding subsidiary company and constitute and operate as a financial group, after the modification indicated in the Resolutive above, remains entirely in the following terms:

RESOLUTION AUTHORIZING PRINCIPAL MEXICO HOLDING, S.A. DE C.V.
TO
ORGANIZE A HOLDING SUBSIDIARY COMPANY AND OPERATE AS A FINANCIAL GROUP, UNDER THE NAME OF PRINCIPAL FINANCIAL GROUP, S.A. DE C.V., FINANCIAL GROUP.

FIRST. - In exercise of the authority conferred by article 70 of the Law to Regulate Financial Groupings, this Ministry authorizes Principal Mexico Holding, S.A. de C.V. to organize a holding subsidiary company and operate as a financial group in accordance with the aforementioned legal framework, under the name "Principal Financial Group, S.A. de C.V., Financial Group", integrated in accordance with what is stated in the Fourth Resolutive of this Resolution.

SECOND. - The holding subsidiary company referred to in this resolution shall have as its purpose to participate, directly or indirectly, in the share capital of the financial entities that are members of the financial group.

THIRD. - The holding subsidiary company shall maintain, directly or indirectly, more than fifty percent of the shares representing the share capital of each of the members of the financial group.

FOURTH. - The financial group shall be composed of the holding subsidiary company and the following financial entities:

1.

Principal Afore, S.A. de C.V., Principal Grupo Financiero.

2.

Principal Fondos de Inversión, S.A. de C.V. Fund Operator, Principal Grupo Financiero.

3.

Principal Seguros, S.A. de C.V., Principal Grupo Financiero (formerly Principal México, Compañía de Seguros, S.A. de C.V., Principal Grupo Financiero).

FIFTH. - The share capital of Principal Financial Group, S.A. de C.V., Financial Group, shall be variable and shall have a fixed minimum capital without right of withdrawal of $950,378,120.00 (nine hundred fifty million, three hundred seventy-eight thousand, one hundred twenty pesos 00/100 M.N.).

SIXTH. - The domicile of the holding subsidiary company shall be Mexico City, Federal District.

SEVENTH. - The authorization referred to in this resolution is, by its very nature, non-transferable.

EIGHTH. - The holding company shall be subject to inspection and supervision by the National Commission for the Retirement Savings System.

NINTH. - In matters not expressly stated in this resolution, Principal Financial Group, S.A. de C.V., Financial Group, shall be subject to the Political Constitution of the United Mexican States, to Chapter XIV, Financial Services of the Treaty between the United Mexican States, the United States of America and Canada, to the Law to Regulate Financial Groupings, to the Rules for the Establishment of Subsidiaries of Foreign Financial Institutions and to the other norms that, by their very nature, are applicable to it, as well as all legislation and regulation currently in force applicable to the matter or that may be issued in the future.

Third. - This resolution shall be published in the Official Gazette of the Federation, at the expense of Principal Financial Group, S.A. de C.V., Financial Group, in accordance with what is established in article 11 of the Law to Regulate Financial Groupings.

Respectfully,

Mexico City, January 9, 2024.- The Head of the Coordination, Yolanda Torres Segarra.-

Rubric.

(R.- 548433)

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