Resolution authorizing Banregio Grupo Financiero to incorporate The Capita Corporation de Mexico, SOFOM, ENR into its financial group via 99.9% share acquisition by AF Banregio

DOF: 24/12/2015

RESOLUTION through which authorization is granted to Banregio Grupo Financiero, S.A.B. de C.V. to incorporate The Capita Corporation de Mexico, SOFOM, ENR into that financial group through the acquisition of 99.9% of its share capital by AF Banregio, S.A. de C.V., SOFOM, ER, Banregio Grupo Financiero.

At the margin, a seal with 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.- Office No. UBVA/062/2015.

BANREGIO GRUPO FINANCIERO, S.A.B. DE C.V.

PRESENT

The 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; 15 and 20 of the Law to Regulate Financial Groups, and in exercise of the powers conferred by Article 27, fraction XII, of the Internal Regulations of the Ministry of Finance and Public Credit,

in attention to the following:

BACKGROUND

Through writings received in this Administrative Unit on December 4, 2014, and February 9, April 27, May 29, and June 23, 2015, the Messrs. Manuel Gerardo Rivero Zambrano and Ramiro Guadalupe Ramírez Garza and the lawyers Napoleón García Cantú and Arturo Jesús Espinosa González, in their capacity as general attorneys of "Banregio Grupo Financiero, S.A.B. de C.V.", and the Lawyer Vicente Farfán García, in his capacity as general attorney of "The Capita Corporation de Mexico, SOFOM, ENR" and "Arrendadora Capita Corporation, S.A. de C.V.", personality which they have duly accredited before this Department, request authorization or approval from this Ministry as appropriate, to carry out the following legal acts:

The indirect incorporation of "The Capita Corporation de Mexico, SOFOM, ENR" into "Banregio Grupo Financiero, S.A.B. de C.V."

As a result of the above, the modification of Article Seventh of the Social Statutes of "Banregio Grupo Financiero, S.A.B. de C.V.", as well as of the Single Responsibility Agreement entered into between the controlling company and the financial entities that are part of the financial group.

The merger between "AF Banregio, S.A. de C.V., SOFOM, ER, Banregio Grupo Financiero", in its capacity as the merging entity, and "The Capita Corporation de Mexico, SOFOM, ENR", in its capacity as the merged entity, which is to be carried out no later than May 31, 2016.

To this effect, the following legal acts are contemplated:

The merger of "The Capita Corporation de Mexico, SOFOM, ENR" as the surviving merging entity and "Arrendadora Capita Corporation, S.A. de C.V.", as the merged entity that is extinguished, which was agreed upon in Extraordinary General Shareholders' Meetings held by the aforementioned companies on April 30, 2015, notarized through Public Deed No. 39,487 of May 5, 2015, granted before the authority of Lawyer Ana de Jesús Jiménez Montañez, Holder of Notary Public No. 146 of the Federal District.

The indirect incorporation of "The Capita Corporation de Mexico, SOFOM, ENR" into "Banregio Grupo Financiero, S.A.B. de C.V.", by virtue of the acquisition of 99.99% of its share capital that "AF Banregio, S.A. de C.V., SOFOM, ER, Banregio Grupo Financiero" intends to carry out, with the consequent modification of the social statutes of the aforementioned financial group, as well as the modification of the Single Responsibility Agreement.

The merger of "AF Banregio, S.A. de C.V., SOFOM, ER., Banregio Grupo Financiero" as the surviving merging entity and "The Capita Corporation de Mexico SOFOM, ENR" as the merged entity that is extinguished, within a maximum period of twelve months following the definitive closing of the operation, with a deadline of May 31, 2016.

The acquisition of 98% of the shares representing the share capital of "Capita Servicios, S. de R. L. de C.V.", by "Servicios Banregio, S.A. de C.V."

The merger of "Servicios Banregio, S.A. de C.V." as the surviving merging entity and "Capita Servicios, S. de R. L. de C.V.", as the merged entity that is extinguished.

Regarding this, this Deputy General Directorate of Banking and Securities, in exercise of the powers conferred by Article 28, fraction XXII of the Internal Regulations of this Ministry, through offices UBVA/DGABV/1024/2014 and UBVA/DGABV/1025/2014 of December 9, 2014, UBVA/DGABV/ 111/2015 and UBVA/DGABV/112/2015 of February 11, 2015, UBVA/DGABV/330/2015 and UBVA/ DGABV/331/2015 of April 29, 2015, UBVA/DGABV/448/2015 and UBVA/DGABV/449/2015 of June 3, 2015, and UBVA/DGABV/592/2015 and UBVA/DGABV/593/2015 of June 23, 2015,

requested the opinion of the Bank of Mexico and of the National Banking and Securities Commission, respectively.

Likewise, through UBVA/DGABV/1026/2014 of December 9, 2014, UBVA/DGABV/113/2015 of February 11, 2015, UBVA/DGABV/332/2015 of April 29, 2015, UBVA/DGABV/450/2015 of June 3, 2015, and UBVA/DGABV/594/2015 of June 23, 2015, it requested the opinion of the Deputy General Directorate of Financial Analysis and International Linkage, attached to this Administrative Unit.

Through office UBVA/DGABV/700/2015 of July 14, 2015 addressed to Banregio Grupo Financiero S.A.B. de C.V, this Deputy General Directorate of Banking and Securities, in exercise of the powers conferred by Article 28, fractions XXII and XXX of the Internal Regulations of this Ministry and based on the provisions of Articles 15, 17 and 20 of the Law to Regulate Financial Groups, communicates that in order to be able to resolve what is appropriate, it must remit within twenty business days following the date of its verification the following:

i.

First Testimony and three simple copies of the public deed in which the notarization of the Act of the Extraordinary General Shareholders' Meeting of "Banregio Grupo Financiero, S.A.B. de C.V.", is recorded, in which the incorporation of "The Capita Corporation de Mexico, SOFOM, ENR" into the financial group is agreed, as well as the modification of Article Seventh of its social statutes and of the Single Responsibility Agreement, as a consequence of the aforementioned incorporation.

ii.

First Testimony and three simple copies of the public deed in which the notarization of the Act of the Extraordinary General Shareholders' Meeting of "AF Banregio, S.A. de C.V., SOFOM, ER, Banregio Grupo Financiero", is recorded, in which its merger as the surviving merging entity with "The Capita Corporation de Mexico, SOFOM, ENR" as the merged entity that is extinguished is agreed, as well as the corresponding merger agreement.

iii.

Simple copy of the public deed in which the notarization of the Act of the Extraordinary General Shareholders' Meeting of "The Capita Corporation de Mexico, SOFOM, ENR", is recorded, in which its incorporation into the financial group in question is agreed.

iv.

Simple copy of the public deed in which the notarization of the Act of the Extraordinary General Shareholders' Meeting of "The Capita Corporation de Mexico, SOFOM, ENR", is recorded, in which its merger with "AF Banregio, S.A. de C.V., SOFOM, ER, Banregio Grupo Financiero" is agreed.

v.

Simple copy of the share purchase agreement of the share capital of "The Capita Corporation de Mexico, SOFOM, ENR", by "AF Banregio, S.A. de C.V., SOFOM, ER, Banregio Grupo Financiero", as well as their respective modifying agreements.

vi.

Simple copies of the public deeds in which the notarization of the Acts of the Extraordinary General Shareholders' Meetings of "Servicios Banregio, S.A. de C.V." and "Capita Servicios, S. de R. L. de C.V." is recorded, in which their merger is agreed, as well as the respective merger agreement.

Through a writing received in this Administrative Unit on October 5, 2015, Lawyer Napoleón García Cantú, submits the following documentation:

a)

First Testimony and three simple copies of Public Deed No. 28,179 of September 30, 2015, granted before the authority of Lawyer Héctor Mauricio Villegas Garza, Holder of Notary Public No. 122, with jurisdiction in the Notarial District corresponding to the First Registry District with residence in the City of Monterrey, State of Nuevo León, through which the Act of the Extraordinary General Shareholders' Meeting of "Banregio Grupo Financiero, S.A.B. de C.V.", was notarized, in which the incorporation of "The Capita Corporation de Mexico, SOFOM, ENR" into the aforementioned financial group is agreed, as well as the modification of Article Seventh of its Social Statutes and of the Single Responsibility Agreement.

b)

First Testimony and three simple copies of Public Deed No. 28,180 of September 30, 2015, granted before the aforementioned Notary, through which the Single Responsibility Agreement entered into between the Controlling Company and the financial entities that are part of the respective financial group was notarized.

c)

Simple copy of Public Deed No. 31,982 of September 8, 2015, granted before the authority of Lawyer Luis Eduardo Paredes Sánchez, Holder of Notary Public No. 180 of the Federal District, through which the Act of the Extraordinary General Shareholders' Meeting of "The Capita Corporation de Mexico, SOFOM, ENR", was notarized, in which its incorporation into the financial group was agreed.

d)

Simple copy of the share purchase agreement of the share capital of "The Capita Corporation de Mexico, SOFOM, ENR", by "AF Banregio, S.A. de C.V., SOFOM, ER, Banregio Grupo Financiero", as well as their respective modifying agreements.

e)

Simple copy of Public Deed No. 28,027 of September 11, 2015, granted before the authority of Lawyer Héctor Mauricio Villegas Garza, Holder of Notary Public No. 122, with jurisdiction in the Notarial District corresponding to the First Registry District with residence in the City of Monterrey, State of Nuevo León, through which the Acts of the Extraordinary General Shareholders' Meeting of "Servicios Banregio, S.A. de C.V." and the General Meeting of Partners of "Capita Servicios, S. de R. L. de C.V." were notarized, in which their merger was agreed, as well as the respective merger agreement.

CONSIDERING

That the Bank of Mexico through office OFI/S33-002-13411 of July 3, 2015, expressed its favorable opinion for this Ministry to authorize and approve what was requested. Under the understanding that if the merger between "AF Banregio, S.A. de C.V., SOFOM, ER, Banregio Grupo Financiero" and "The Capita Corporation de Mexico, SOFOM, ENR" is not carried out no later than May 31, 2016, a new authorization request must be submitted.

That the National Banking and Securities Commission through office 312-3/13908/2015 of July 13, 2015, issued its favorable opinion for this Ministry to authorize and approve the aforementioned request.

That the Deputy General Directorate of Financial Analysis and International Linkage through office UBVA/DGAAF/066/2015 of July 14, 2015, stated that from a financial point of view it has no objection to authorizing the promoters what was requested.

That the authorization and approval requests referred to in Background 1 of this office comply with the applicable legal and administrative provisions for the authorization procedure for the indirect incorporation of a financial entity as part of a financial group and the corresponding modification of social statutes and of the Single Responsibility Agreement.

That after analyzing the information and documentation presented by "Banregio Grupo Financiero, S.A.B. de C.V.", and after hearing the opinion of the Bank of Mexico, of the National Banking and Securities Commission and of the Deputy General Directorate of Financial Analysis and International Linkage of this same Unit, as well as having determined the appropriateness of granting the authorizations and approvals in question, this Ministry through the Unit of Banking, Securities and Savings, issues the following:

RESOLUTION

FIRST.-

The indirect incorporation of "The Capita Corporation de Mexico, SOFOM, ENR" into "Banregio Grupo Financiero, S.A.B. de C.V." is authorized, by virtue of the acquisition of 99.99% of its share capital that "AF Banregio, S.A. de C.V., SOFOM, ER, Banregio Grupo Financiero" intends to carry out, under the terms agreed upon by its Extraordinary General Shareholders' Meeting held on August 13, 2015, notarized through Public Deed No. 28,179 of September 30, 2015, granted before the authority of Lawyer Héctor Mauricio Villegas Garza, Holder of Notary Public No. 122, with jurisdiction in the Notarial District corresponding to the First Registry District with residence in the City of Monterrey, State of Nuevo León.

SECOND.-

The modification of Article Seventh of the Social Statutes of "Banregio Grupo Financiero, S.A.B. de C.V." is approved under the terms agreed upon by its Extraordinary General Shareholders' Meeting held on August 13, 2015, notarized through the Public Deed cited in the Previous Resolution.

THIRD.-

The modification of the Single Responsibility Agreement entered into between that Controlling Company with the financial entities that make up the respective financial group is approved, notarized through Public Deed No. 28,180 of September 30, 2015, granted before the authority of the aforementioned Notary.

FOURTH.-

The incorporation in question shall take effect from the date on which this authorization and the respective meeting agreements are registered in the Public Commerce Registry, in accordance with the provisions of the first paragraph of Article 19 of the Law to Regulate Financial Groups.

FIFTH.-

This authorization must be published in the Official Journal of the Federation in terms of the provisions of the second paragraph of Article 19 of the Law to Regulate Financial Groups, at the expense of that Financial Group.

SIXTH.-

"Banregio Grupo Financiero, S.A.B. de C.V." must submit a simple copy of the publication it carries out of the respective agreements in the Official Journal of the Federation, within a period of ten business days counted from the date on which it is verified.

Likewise, the First Testimonies of the Public Deeds attached to its writing are returned to "Banregio Grupo Financiero, S.A.B. de C.V.", with the indication that it must inform this Department about the date and other data related to the registration it carries out of the same before the respective Public Commerce Registry, within a period of ten business days counted from the date on which said registration is verified.

It is not omitted to note that, taking into consideration the property link between "AF Banregio, S.A. de C.V., SOFOM, ER, Banregio Grupo Financiero" and "The Capita Corporation de Mexico, SOFOM, ENR", as well as its corresponding transformation to SOFOM, Regulated Entity, said company must comply with the regulations applicable to such effect.

On the other hand, this Ministry takes note of the merger of "Servicios Banregio, S.A. de C.V." as the surviving merging entity and "Capita Servicios, S. de R. L. de C.V." as the merged entity that is extinguished, as a consequence of the acquisition of 98% of the shares representing the share capital of "Capita Servicios, S. de R. L. de C.V.", by "Servicios Banregio, S.A. de C.V.", by virtue of the fact that this act is not subject to authorization by this Department.

Finally, it communicates that this Ministry will be able to authorize, if applicable, the merger between "AF Banregio, S.A. de C.V., SOFOM, E.R., Banregio Grupo Financiero" as the surviving merging entity and "The Capita Corporation de Mexico, SOFOM, ENR" as the merged entity that is extinguished, once the documentation referred to in items ii) and iv) of Background 3 of this office is available, with the understanding that the merger in question must be carried out no later than May 31, 2016, in accordance with the corresponding authorization request.

This authorization and approvals are issued based on the information and documentation provided by the promoters and are limited exclusively to the acts and operations that, in accordance with the applicable provisions, fall within the competence of this Unit of Banking, Securities and Savings, without prejudging the carrying out of any corporate act that the Company carries out, or regarding the tax implications inherent to the corporate acts in question, which require prior authorization or approval from financial, tax or any other authorities, in terms of current regulations.

Without further particulars, I take this opportunity to send you a cordial greeting.

Respectfully,

Mexico, D.F. on October 27, 2015.- The Head of the Unit, Narciso Antonio Campos Cuevas.-

Rubric.

(R.- 424518)

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