Resolution Authorizing Banregio Grupo Financiero, S.A. de C.V. to Organize as a Holding Company

DOF: 07/05/2018

RESOLUTION authorizing "BANREGIO GRUPO FINANCIERO, S.A. DE C.V." to organize as a holding company under the terms of the Law to Regulate Financial Groups and the constitution and functioning of the respective financial group.

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- Ministry of Finance and Public Credit.

RESOLUTION AUTHORIZING "BANREGIO GRUPO FINANCIERO, S.A. DE C.V." TO ORGANIZE AS A HOLDING COMPANY UNDER THE TERMS OF THE LAW TO REGULATE FINANCIAL GROUPS AND THE CONSTITUTION AND FUNCTIONING OF THE RESPECTIVE FINANCIAL GROUP

The Ministry of Finance and Public Credit, based on the provisions of Articles 31, fraction XXXIV of the Organic Law of the Federal Public Administration, 11 of the Law to Regulate Financial Groups, as well as 3, fraction I of the General Rules of Financial Groups, and in exercise of the powers conferred upon me by Article 6, fraction XXIV of the Internal Regulations of this Ministry of Finance and Public Credit, in attention to the following:

BACKGROUND

Through writings received in the Banking, Securities and Savings Unit of this Ministry on September 9 and 30, December 16, all of 2016, and September 18, 2017, the above-named Sanjuana Herrera Galván and Napoleón García Cantú, jointly representing "Banregio Grupo Financiero, S.A.B. de C.V." and "Corporación GFREGIO, S.A. de C.V.", as well as Mr. Jorge Leonardo González García in his capacity as authorized person, personality which they have duly accredited before this Agency, submit for consideration by this Ministry the corporate restructuring of that financial group, which would consist of the following legal acts:

·

Constitution of a Sub-holding company to be named "Subcontroladora GFR, S.A. de C.V."

·

Transmission of all but one of the shares representing the social capital of the financial entities that are part of the financial group and the companies in which it participates, in favor of the aforementioned Sub-holding company.

·

Merger of "Banregio Grupo Financiero, S.A.B. de C.V." in the capacity of merged company that is extinguished with "Corporación GFREGIO, S.A. de C.V.", the latter in the capacity of merging company that survives, which would adopt the regime of a publicly traded anonymous company and change its name to "Regional, S.A.B. de C.V."

·

The organization of "Subcontroladora GFR, S.A. de C.V." as the new holding company and its constitution and functioning as a financial group to be named "Banregio Grupo Financiero, S.A. de C.V.", integrated by the financial entities that are part of the current financial group.

From the aforementioned request writings, it is clear that the main objective of the corporate restructuring is for "Regional, S.A.B. de C.V." to assume the status of a new share-issuing company, holder of the shares representing the capital of "Banregio Grupo Financiero, S.A. de C.V.", which is intended to be achieved through a succession of acts that will take effect simultaneously.

For the above, they request this Ministry to do the following:

i.

Authorization under Article 81, fraction III, of the Law to Regulate Financial Groups, for "Banregio Grupo Financiero, S.A.B. de C.V." to invest in a newly created Sub-holding company to be named "Subcontroladora GFR, S.A. de C.V.", through the acquisition of all but one of the shares representing its social capital and to which the total of the shares representing the social capital of the financial entities that are part of the financial group and the companies in which it participates will be transferred.

ii.

Approval of the bylaws of "Subcontroladora GFR, S.A. de C.V.", in accordance with Article 20 of the Law to Regulate Financial Groups.

iii.

Authorization under Article 17, in relation to Article 19, both of the Law to Regulate Financial Groups, for "Banregio Grupo Financiero, S.A.B. de C.V." to merge in the capacity of merged company that is extinguished into "Corporación GFREGIO, S.A. de C.V.", the latter in the capacity of merging company that survives, which would adopt the regime of a publicly traded anonymous company and change its name to "Regional, S.A.B. de C.V."

iv.

Approval of the Termination Agreement of the Unique Liability Agreement entered into between "Banregio Grupo Financiero, S.A.B. de C.V." and the financial entities that are part of the financial group, in accordance with Article 20 of the Law to Regulate Financial Groups, as a consequence of the merger referred to in the preceding paragraph.

v.

Once the merger takes effect, authorization for "Subcontroladora GFR, S.A. de C.V." to organize as the new holding company under the name "Banregio Grupo Financiero, S.A. de C.V." and its constitution and functioning as a financial group, composed of the financial entities that currently make up "Banregio Grupo Financiero, S.A.B. de C.V.", in accordance with Article 11 of the Law to Regulate Financial Groups.

vi.

Authorization for "Regional, S.A.B. de C.V." to acquire direct control of "Banregio Grupo Financiero, S.A. de C.V.", through the subscription of all but one of the shares representing its social capital, in accordance with the third paragraph of Article 28 of the Law to Regulate Financial Groups.

Regarding this, the Banking, Securities and Savings Unit, through the Deputy General Directorate of Banking and Securities, in exercise of the powers conferred upon it by Article 28, fraction XXII of the Internal Regulations of this Ministry and based on the provisions of Articles 11, 14, 17, 20, 28, second and third paragraphs, 81, fractions II and III, 89 and others related to the Law to Regulate Financial Groups, through letters UBVA/DGABV/811/2016 and UBVA/DGABV/812/2016 of September 19, UBVA/DGABV/835/2016 and UBVA/DGABV/836/2016 of October 5, UBVA/DGABV/1038/2016 and UBVA/DGABV/1039/2016 of December 20, all of 2016, requested the opinion of the Bank of Mexico and the National Banking and Securities Commission, respectively.

Through letter UBVA/DGABV/752/2017 of October 19, 2017, the Banking, Securities and Savings Unit through the Deputy General Directorate of Banking and Securities, communicated to "Banregio Grupo Financiero, S.A.B. de C.V." that, in order to be able to resolve what is appropriate, it should submit, in accordance with the proposal presented, the First Testimonies and three simple copies of the public deeds in which the protocolization of, among others, what is indicated below is recorded:

i.

The Minutes of the Extraordinary General Shareholders' Meeting of "Banregio Grupo Financiero, S.A.B. de C.V." in which the constitution of a Sub-holding company to be named "Subcontroladora GFR, S.A. de C.V." is approved, in accordance with the writing presented on September 18, 2017.

ii.

The Constitutive Act of "Subcontroladora GFR, S.A. de C.V.", according to the writing presented on September 18, 2017, in which "Banregio Grupo Financiero, S.A.B. de C.V." will acquire all but one of the shares representing its social capital and to which the total of the shares representing the social capital of the financial entities that are part of the financial group and the companies in which it participates will be transferred.

iii.

The Minutes of the Extraordinary General Shareholders' Meeting of "Banregio Grupo Financiero, S.A.B. de C.V." in which the merger of that society, in the capacity of merged company that is extinguished, with "Corporación GFREGIO, S.A. de C.V.", in the capacity of merging company that survives, and the other agreements related to it, are approved, in accordance with the writing presented on September 18, 2017.

iv.

The Minutes of the Extraordinary General Shareholders' Meeting of "Corporación GFREGIO, S.A. de C.V.", in which the merger of that society in the capacity of merging company that survives with "Banregio Grupo Financiero, S.A.B. de C.V.", in the capacity of merged company that is extinguished, the integral modification of its bylaws, including the change of its name to "Regional, S.A.B. de C.V." and its registration in the National Securities Registry, are approved, in accordance with the writing presented on September 18, 2017.

Likewise, a simple copy of the public deed in which the bylaws of "Regional, S.A.B. de C.V." are recorded was requested.

i.

The Merger Agreement entered into between "Banregio Grupo Financiero, S.A.B. de C.V." and "Corporación GFREGIO, S.A. de C.V.", according to the writing presented on September 9, 2016.

ii.

The Termination Agreement of the Unique Liability Agreement entered into between "Banregio Grupo Financiero, S.A.B. de C.V." and the financial entities that are part of the financial group, as a consequence of the requested merger, according to the writing presented on September 9, 2016.

iii.

The Minutes of the Extraordinary General Shareholders' Meeting of "Subcontroladora GFR, S.A. de C.V.", in which its organization as a holding company and its constitution and functioning as a financial group to be named "Banregio Grupo Financiero, S.A. de C.V.", as well as the integral modification of its bylaws and the celebration of the Unique Liability Agreement, are approved, according to the writing presented on December 16, 2016.

The foregoing, with the understanding that the corporate acts in question should be subject to the suspensive condition consisting of obtaining the corresponding authorizations.

Through a writing received in the Banking, Securities and Savings Unit of this Ministry on December 6, 2017, the lawyer Napoleón García Cantú in his capacity as Special Delegate of "Banregio Grupo Financiero, S.A.B. de C.V.", personality which he has duly accredited before this Agency, submitted, among others, the following documentation:

i.

First Testimony and three simple copies of public deed No. 33,309 of November 27, 2017, granted before the notary public lawyer Héctor Mauricio Villegas Garza, Public Notary Holder of Notary No. 122 with practice in the Notarial District corresponding to the First Registry District with residence in the City of Monterrey, State of Nuevo León, in which the Minutes of the Ordinary and Extraordinary General Shareholders' Meeting of "Banregio Grupo Financiero, S.A.B. de C.V.", held on November 22, 2017, are protocolized, in which it is agreed: (i) the constitution of a Sub-holding company to be named "Subcontroladora GFR, S.A. de C.V.", (ii) the merger of that holding company as merged company that is extinguished with "Corporación GFREGIO, S.A. de C.V.", the latter in the capacity of merging company that survives and (iii) the termination agreement to the unique liability agreement entered into between that holding company and the financial entities that are part of the financial group.

ii.

First Testimony and three simple copies of public deed No. 33,310 of November 27, 2017, granted before the notary mentioned above, in which the Minutes of the Ordinary and Extraordinary General Shareholders' Meeting of "Banregio Grupo Financiero, S.A.B. de C.V.", referred to in the previous paragraph, are partially protocolized, in which the constitution of "Subcontroladora GFR, S.A. de C.V." is recorded.

iii.

First Testimony and three simple copies of public deed No. 33,311 of November 27, 2017, granted before the notary mentioned above, in which the protocolization of the Constitutive Act and Bylaws of "Subcontroladora GFR, S.A. de C.V." is recorded.

iv.

First Testimony and three simple copies of public deed No. 33,312 of November 27, 2017, granted before the notary mentioned above, in which the Minutes of the Ordinary and Extraordinary General Shareholders' Meeting of "Banregio Grupo Financiero, S.A.B. de C.V." are partially protocolized, in which the merger of that society, in the capacity of merged company that is extinguished, with "Corporación GFREGIO, S.A. de C.V.", the latter in the capacity of merging company that survives, is recorded.

v.

First Testimony and three simple copies of public deed No. 33,346 of November 29, 2017, granted before the notary mentioned above, in which the protocolization of the Minutes of the Extraordinary General Shareholders' Meeting of "Corporación GFREGIO, S.A. de C.V.", held on November 22, 2017, is recorded, in which the merger of that society in the capacity of merging company that survives with "Banregio Grupo Financiero, S.A.B. de C.V.", in the capacity of merged company that is extinguished, the integral modification of its bylaws, including the change of its name to "Regional, S.A.B. de C.V." and its registration in the National Securities Registry, were approved.

Likewise, a simple copy of public deed No. 33,400 of December 4, 2017, granted before the notary mentioned above, in which the aforementioned Extraordinary General Shareholders' Meeting of "Corporación GFREGIO, S.A. de C.V." is protocolized in what is pertinent, to record the bylaws of "Regional, S.A.B. de C.V.", was submitted.

vi.

First Testimony and three simple copies of public deed No. 33,347 of November 29, 2017, granted before the notary mentioned above, in which the protocolization of the Merger Agreement entered into on November 22, 2017, between "Banregio Grupo Financiero, S.A.B. de C.V." and "Corporación GFREGIO, S.A. de C.V." is recorded.

vii.

First Testimony and three simple copies of public deed No. 33,348 of November 29, 2017, granted before the notary mentioned above, in which the protocolization of the Termination Agreement of the Unique Liability Agreement entered into on November 22, 2017, between "Banregio Grupo Financiero, S.A.B. de C.V." and the financial entities that are part of the financial group, as a consequence of the merger in question, is recorded.

viii.

First Testimony and three simple copies of public deed No. 33,349 of November 29, 2017, granted before the notary mentioned above, in which the protocolization of the Minutes of the Extraordinary General Shareholders' Meeting of "Subcontroladora GFR, S.A. de C.V.", held on November 22, 2017, is recorded, in which it was agreed, among others, its organization as a holding company and its constitution and functioning as a financial group, under the name of "Banregio Grupo Financiero, S.A. de C.V."

Through a letter of this same date, the Banking, Securities and Savings Unit attached to this Ministry, in exercise of the powers entrusted to it, resolved as follows:

a)

Authorize "Banregio Grupo Financiero, S.A.B. de C.V." to invest in a newly created Sub-holding company to be named "Subcontroladora GFR, S.A. de C.V.", through the acquisition of all but one of the shares representing its social capital and to which the total of the shares representing the social capital of the financial entities that are part of the financial group and the companies in which it participates will be transferred.

b)

Approve the bylaws of "Subcontroladora GFR, S.A. de C.V.", in accordance with Article 20 of the Law to Regulate Financial Groups.

c)

Authorize "Banregio Grupo Financiero, S.A.B. de C.V." to merge in the capacity of merged company that is extinguished into "Corporación GFREGIO, S.A. de C.V.", the latter in the capacity of merging company that survives, which would adopt the regime of a publicly traded anonymous company and change its name to "Regional, S.A.B. de C.V."

d)

Approval of the Termination Agreement of the Unique Liability Agreement entered into between "Banregio Grupo Financiero, S.A.B. de C.V." and the financial entities that are part of that financial group, as a consequence of the requested merger.

CONSIDERING

That the Bank of Mexico through letter OFI/S33-002-17410 received in the Banking, Securities and Savings Unit of this Ministry on July 19, 2017, issued its opinion in order for this Ministry to authorize what was requested in accordance with what was stated by the promoters.

That the National Banking and Securities Commission through letter 312-3/16849/2017 received in the Banking, Securities and Savings Unit of this Ministry on August 14, 2017, expressed its favorable opinion for this Ministry to authorize and approve the acts described in the terms of the proposal presented.

That from a financial point of view, the proposed corporate restructuring is viable.

That the request for authorization for "Subcontroladora GFR, S.A. de C.V." to organize as a holding company and function as a financial group under the name of "Banregio Grupo Financiero, S.A. de C.V." complies with the legal and administrative provisions applicable to the authorization procedure for the organization of a holding company and the constitution and functioning of a financial group.

That as a result of the authorization granted for "Banregio Grupo Financiero, S.A.B. de C.V." to merge in the capacity of merged company that is extinguished into "Corporación GFREGIO, S.A. de C.V.", the latter in the capacity of merging company that survives, the authorization granted to "Banregio Grupo Financiero, S.A.B. de C.V." to organize as a holding company and for the constitution and functioning of the respective financial group, will become void by operation of law, in accordance with the last paragraph of Article 17 of the Law to Regulate Financial Groups.

That after analyzing the information and documentation presented by the promoters, and after hearing the opinions of the Bank of Mexico, the National Banking and Securities Commission and the Deputy General Directorate of Financial Analysis and International Linkage of this Ministry, as well as having determined the appropriateness of granting the authorization in question, this Ministry of Finance and Public Credit issues the following:

RESOLUTION AUTHORIZING "BANREGIO GRUPO FINANCIERO, S.A. DE C.V." TO ORGANIZE AS A HOLDING COMPANY UNDER THE TERMS OF THE LAW TO REGULATE FINANCIAL GROUPS AND THE CONSTITUTION AND FUNCTIONING OF THE RESPECTIVE FINANCIAL GROUP

FIRST.-

In exercise of the power conferred upon it by Article 11 of the Law to Regulate Financial Groups, this Ministry authorizes the organization of "Banregio Grupo Financiero, S.A. de C.V." as a holding company and the constitution and functioning of the respective financial group.

SECOND.-

The name of the holding company of the financial group will be "Banregio Grupo Financiero, S.A. de C.V.".

THIRD.-

The holding company will have as its purpose to participate, directly or indirectly, in the social capital of the financial entities that are part of the financial group and to establish, through its corporate bodies, the general strategies for the management of the financial group.

FOURTH.-

"Banregio Grupo Financiero, S.A. de C.V." will be the owner, directly or indirectly, of shares representing more than fifty percent of the social capital of the financial entities that are part of the financial group.

FIFTH.-

The financial group will be integrated by the holding company named "Banregio Grupo Financiero, S.A. de C.V.", and by the following financial entities:

Banco Regional de Monterrey, S.A., Multiple Banking Institution, Banregio Financial Group;

Financiera Banregio, S.A. de C.V., Multiple Purpose Financial Society, Regulated Entity, Banregio Financial Group;

Operadora Banregio, S.A. de C.V., Investment Fund Operating Society, Banregio Financial Group;

AF Banregio, S.A. de C.V., Multiple Purpose Financial Society, Regulated Entity, Banregio Financial Group, and

Banregio Soluciones Financieras, S.A. de C.V., Multiple Purpose Financial Society, Regulated Entity, Banregio Financial Group.

SIXTH.-

The domicile of the holding company will be the Municipality of San Pedro Garza García, Nuevo León.

SEVENTH.-

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

EIGHTH.-

The holding company will be subject to inspection and supervision by the National Banking and Securities Commission.

NINTH.-

In what is not expressly stated by this Resolution, "Banregio Grupo Financiero, S.A. de C.V." will be subject to the Political Constitution of the United Mexican States, the Law to Regulate Financial Groups, the General Rules of Financial Groups, and to the other norms that by their very nature are applicable to it, as well as to all legislation and regulation currently in force applicable to the matter, or that is issued in the future.

TRANSITORY

SINGLE.-

This Resolution will be published in the Official Gazette of the Federation at the expense of "Banregio Grupo Financiero, S.A. de C.V." and will take effect simultaneously with the corporate acts proposed as a result of the corporate restructuring in question.

Mexico City, March 12, 2018.- The Secretary of Finance and Public Credit, José Antonio González Anaya.- Signature.

(R.- 466443)

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