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

DOF: 04/04/2025

RESOLUTION authorizing Grupo Financiero Citi Mexico, S.A. de C.V. to organize as a subsidiary holding company in terms of the Law to Regulate Financial Groupings and the constitution and operation of the respective Financial Group.

At the margin, a seal with the National Coat of Arms, which says: United Mexican States.- FINANCE.- Ministry of Finance and Public Credit.- Secretary.- 100.- 067.

RESOLUTION AUTHORIZING GRUPO FINANCIERO CITI MEXICO, S.A. DE C.V. TO ORGANIZE AS A SUBSIDIARY HOLDING COMPANY IN TERMS OF THE LAW TO REGULATE FINANCIAL GROUPINGS AND THE CONSTITUTION AND OPERATION OF THE RESPECTIVE FINANCIAL GROUP.

The Head of the Ministry of Finance and Public Credit, based on the provisions of articles 31, fraction XXXII of the Organic Law of the Federal Public Administration and 67, fraction III, 68, 70, 71, 72 and 73 of the Law to Regulate Financial Groupings and the Fourth of the Rules for the Establishment of Branches of Foreign Financial Institutions, published in the Official Journal of the Federation on December 31, 2014 and its modifications, in exercise of the powers conferred by article 6, fraction XXIV of the Internal Regulations of the Ministry of Finance and Public Credit and in attention to the following:

BACKGROUND

I. Through a written document received in this Administrative Unit on January 3, 2024 and its extensions on January 26, March 1, May 20, August 2, 19, 26 and September 9, all of 2024, through which "Grupo Financiero Citibanamex, S.A. de C.V.", "CBM Banco, S.A., Multiple Banking Institution, member of Grupo Financiero Citibanamex" and "Citibanamex Casa de Bolsa, S.A. de C.V., Brokerage House member of Grupo Financiero Citibanamex", requested authorization and approval from this Ministry for the following legal acts:

A. To split, without extinguishing the controlling society of "Grupo Financiero Citibanamex, S.A. de C.V.", in order to constitute a newly created society, which will be organized as a subsidiary holding company, with the purpose of constituting and operating as a financial group, integrated by "CBM Banco, S.A., Multiple Banking Institution, member of Grupo Financiero Citibanamex" and "Citibanamex Casa de Bolsa, S.A. de C.V., Brokerage House member of Grupo Financiero Citibanamex".

B. Consequently, from the above, the separation of "CBM Banco, S.A., Multiple Banking Institution, member of Grupo Financiero Citibanamex" and "Citibanamex Casa de Bolsa, S.A. de C.V., Brokerage House member of Grupo Financiero Citibanamex", as financial entities that are members of "Grupo Financiero Citibanamex, S.A. de C.V.".

C. The modification of the following articles of their corporate bylaws:

C.1 Articles First, Second, Third, Fourth, Ninth, Eleventh, Eighteenth, Twentieth, Twenty-Fifth, Twenty-Sixth, Twenty-Eighth, Thirtieth, Thirty-First, Thirty-Second, Thirty-Third, Thirty-Fourth, Thirty-Seventh, Thirty-Eighth, Fiftieth, Fifty-Second, Fifty-Third, Fifty-Fifth, Fifty-Ninth, Sixty-Second, Sixty-Third and Sixty-Fourth, in order to contemplate the modification of the name of "Grupo Financiero Citibanamex, S.A. de C.V." to "Grupo Financiero Banamex, S.A. de C.V.".

C.2 Article Second, in order to eliminate references to "CBM Banco, S.A., Multiple Banking Institution, member of Grupo Financiero Citibanamex" and "Citibanamex Casa de Bolsa, S.A. de C.V., Brokerage House member of Grupo Financiero Citibanamex", as well as modify the names of the members of that Financial Group.

C.3 Article Eighth, in order to provide for the decrease in the social capital of that Financial Group, resulting from its split.

C.4 Articles Twenty-Fourth, Thirty-Ninth, Forty-Second, Forty-Fifth and Forty-Sixth, in order to provide for the holding of board of directors and/or shareholders' meetings through the use of electronic, optical or any other technology means.

C.5 Article Sixty-Eighth, in order to eliminate the reference to Federal District and specify Mexico City in its place.

D. The modification of the Single Liability Agreement that that Controlling Society has celebrated with the financial entities that are members of that Financial Group, in order to contemplate the modification of the name of "Grupo Financiero Citibanamex, S.A. de C.V." to "Grupo Financiero Banamex, S.A. de C.V." and eliminate references to the financial entities cited in the previous point.

II. Through office UBVA/CBV/009/2024 dated January 11, 2024 and its extensions UBVA/CBV/ 033BIS/2024, UBVA/CBV/067/2024, UBVA/CBV/161/2024, UBVA/CBV/249/2024, UBVA/CBV/291/ 2024, UBVA/CBV/296/2024, UBVA/CBV/324/2024 dated January 30, March 4, May 22, August 5, 22 and 27 and September 10, all of 2024, respectively, issued by the Banking and Securities Coordination, attached to the Banking, Securities and Savings Unit, of this Ministry, the opinion of the Bank of Mexico was requested.

III. Through office UBVA/CBV/010/2024 dated January 11, 2024 and its extensions UBVA/CBV/034/ 2024, UBVA/CBV/068/2024, UBVA/CBV/162/2024, UBVA/CBV/250/2024, UBVA/CBV/292/2024, UBVA/CBV/297/2024 and UBVA/CBV/325/2024 dated January 30, March 4, May 22, August 5, 22 and 27 and September 10, all of 2024, respectively, issued by the Banking and Securities Coordination, attached to the Banking, Securities and Savings Unit, of this Ministry, the opinion of the National Banking and Securities Commission was requested;

IV. Through office UBVA/CBV/011/2024 dated January 11, 2024 and its extensions UBVA/CBV/035/ 2024, UBVA/CBV/069/2024, UBVA/CBV/163/2024, UBVA/CBV/251/2024, UBVA/CBV/293/2024, UBVA/CBV/298/2024, UBVA/CBV/311/2024 and UBVA/CBV/326/2024 dated January 30, March 4, May 22, August 5, 22 and 27, September 3 and 10, all of 2024, respectively, issued by the Banking and Securities Coordination, the opinion of the Financial Analysis and International Linkage Coordination was requested, both attached to the Banking, Securities and Savings Unit, of this Ministry;

CONSIDERING

1. That the Ministry of Finance and Public Credit is competent to authorize the organization of a controlling society and the constitution and operation of the respective financial group, in terms of articles 67, fraction III, 68, 70, 71, 72, 73 of the Law to Regulate Financial Groupings and the Fourth of the Rules for the Establishment of Branches of Foreign Financial Institutions, published in the Official Journal of the Federation on December 31, 2014 and its modifications, and in exercise of the attribution conferred by article 6, fraction XXIV of the Internal Regulations of this Ministry.

2. That through office OFI002-893 dated September 24, 2024, the Bank of Mexico through the Directions of Authorizations and Sanctions of Central Banking and of Regulation and Supervision, expressed a favorable opinion in order that this Ministry authorize what was requested.

3. That through office 312-3/42766/2024 dated September 24, 2024, the National Banking and Securities Commission through the General Directions of Authorizations to the Financial System and of Supervision of Financial Groups and Intermediaries F, expressed a favorable opinion in order that this Ministry authorize what was requested, in terms of the proposal presented;

4. That through offices UBVA/CAFVI/061/2024 and UBVA/CAFVI/072/2024 dated July 9 and September 12, both of 2024, respectively, the Financial Analysis and International Linkage Coordination, attached to the Banking, Securities and Savings Unit, expressed that from the financial point of view it does not observe inconvenience to grant the applicants the corresponding authorization;

5. That through office UBVA/CBV/337/2024 dated September 24, 2024, this Ministry of Finance and Public Credit, through the Banking and Securities Coordination attached to the Banking, Securities and Savings Unit, resolved the requests described in Background I, Incidents A., B., C. and D., with the exception of what relates to the granting of authorization to organize as a subsidiary holding company and the constitution and operation of a new financial group constituted by the newly created society, resulting from the split of "Grupo Financiero Citibanamex, S.A. de C.V.", as it is an inalienable power of the Head of the Ministry, in accordance with article 6, fraction XXIV of the Internal Regulations of the Ministry of Finance and Public Credit;

6. That the promoting societies accredited the total compliance with the requirements established by article 73 of the Law to Regulate Financial Groupings and the Fourth of the Rules for the Establishment of Branches of Foreign Financial Institutions, published in the Official Journal of the Federation on December 31, 2014 and its modifications, to request authorization from this Ministry in order to carry out the organization of a subsidiary holding company and the constitution and operation of the respective financial group described in Background I., incident A. of this office, which were attached to the respective file;

7. That once the documentation exhibited by the promoting societies was analyzed, in compliance with article 73 of the Law to Regulate Financial Groupings and the Fourth of the Rules for the Establishment of Branches of Foreign Financial Institutions, published in the Official Journal of the Federation on December 31, 2014 and its modifications and the opinions of the consulted bodies were obtained, in terms of the proposal presented, there are no legal, accounting, financial or operational impediments regarding the organization of a controlling society and the constitution and operation of the respective financial group indicated in Background I., incident A. of this office;

therefore it deems it appropriate to issue the following:

RESOLUTION

SOLE. - In exercise of the power conferred by article 70 of the Law to Regulate Financial Groupings, the Ministry of Finance and Public Credit authorizes the organization of "Grupo Financiero Citi Mexico, S.A. de C.V." as a subsidiary holding company and the constitution and operation of the respective Financial Group, in the following terms:

FIRST. - The name of the Subsidiary Holding Society of the financial group will be "Grupo Financiero Citi Mexico, S.A. de C.V."

SECOND. - The Subsidiary Holding Society will have as its object to participate, directly or indirectly, in the social capital of the financial entities that are members of the financial group and to establish, through its corporate bodies, the general strategies for the management of the financial group.

THIRD. - "Citigroup Inc.", in its capacity as a foreign financial entity, through "Citicorp (Mexico) Holdings LLC", in its capacity as a related society, will be the owner, at all times, of shares representing, at least, fifty-one percent (51%) of the social capital of "Grupo Financiero Citi Mexico, S.A. de C.V."

FOURTH. - "Grupo Financiero Citi Mexico, S.A. de C.V.", will be the owner, directly or indirectly, of shares representing more than fifty percent (50%) of the social capital of the financial entities that integrate said financial group.

FIFTH. - The Financial Group will be integrated by the Subsidiary Holding Society named "Grupo Financiero Citi Mexico, S.A. de C.V." and by the following financial entities:

1. Banco Citi Mexico, S.A., Multiple Banking Institution, Grupo Financiero Citi Mexico;
2. Citi Mexico Casa de Bolsa, S.A. de C.V., Grupo Financiero Citi Mexico;

SIXTH. - The domicile of the Subsidiary Holding Society will be Mexico City.

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

EIGHTH. - The Subsidiary Holding Society will be subject to the inspection and surveillance of the National Banking and Securities Commission.

NINTH. - In what is not expressly stated by this Resolution, "Grupo Financiero Citi Mexico, S.A. de C.V.", will be subject to the Political Constitution of the United Mexican States, to chapter XIV "Financial Services" of the North American Free Trade Agreement, to the Law to Regulate Financial Groupings, to the Rules for the Establishment of Branches of Foreign Financial Institutions, published in the Official Journal of the Federation on December 31, 2014 and its modifications, to the General Rules of Financial Groups, published in the Official Journal of the Federation on December 31, 2014 and its modifications and to the other norms that by their very nature are applicable to it, as well as to all that legislation and regulation currently in force applicable to the matter or that is issued in the future.

TRANSITORY

FIRST. - "Grupo Financiero Citi Mexico, S.A. de C.V." must exhibit to the Banking, Securities and Savings Unit of this Ministry, within the forty (40) business days following that in which they are recorded before a public notary, the following instruments, whose content must be in accordance with the terms in which they were presented to this Ministry in the respective projects:

A. Certified copy of the First Testimony of the public deed in which the protocolization of the Unanimous Shareholders' Resolutions adopted outside of the Assembly of the newly created society, resulting from the split of "Grupo Financiero Citibanamex, S.A. de C.V.", named "Demerged LV D, S.A. de C.V.", is recorded, in which its organization as a subsidiary holding company under the name "Grupo Financiero Citi Mexico, S.A. de C.V." and the constitution and operation of the respective Financial Group, which will be integrated by "CBM Banco, S.A., Multiple Banking Institution, member of Grupo Financiero Citibanamex" and "Citibanamex Casa de Bolsa, S.A. de C.V., Brokerage House member of Grupo Financiero Citibanamex", under the names "Banco Citi Mexico, S.A., Multiple Banking Institution, Grupo Financiero Citi Mexico" and "Citi Mexico Casa de Bolsa, S.A. de C.V., Grupo Financiero Citi Mexico", respectively, is agreed.

SECOND. - "Grupo Financiero Citi Mexico, S.A. de C.V.", must exhibit to the Banking, Securities and Savings Unit of this Ministry, within the period granted in the preceding TRANSITORY FIRST, a simple copy of the certificates of entry in the Public Commerce Registry, of the public deed indicated in incident A of the cited TRANSITORY FIRST, understanding that, as far as the corporate bylaws and the single liability agreement that the Subsidiary Holding Society celebrates with the financial entities that will integrate the financial group are concerned, their registry inscription will proceed once this Ministry's approval is obtained. Likewise, "Grupo Financiero Citi Mexico, S.A. de C.V." must remit to the Banking, Securities and Savings Unit of this Ministry, a simple copy of the documentation in which the date and other data relative to the respective inscriptions are recorded, within the period of ten (10) business days following that in which they are obtained.

THIRD. - The authorization referred to in the SOLE point of Resolution of this office, is subject to the following resolutory conditions:

a) That the respective Unanimous Shareholders' Resolutions adopted outside of the Assembly of "Demerged LV D, S.A. de C.V.", agree on its organization as a subsidiary holding company and the constitution and operation of the respective financial group, in terms different from the proposal presented before this Ministry;

b) That for reasons attributable to "Grupo Financiero Citi Mexico, S.A. de C.V.", the public deed indicated in incident A. of the TRANSITORY FIRST of this office is not entered into the Public Commerce Registry for its inscription, within the period referred to in the same.

FOURTH. - The organization of "Grupo Financiero Citi Mexico, S.A. de C.V." as a subsidiary holding company and the constitution and operation of the respective Financial Group authorized in this office will take effect from the date on which said authorization and the public instruments in which the respective agreements of the organization of a subsidiary holding company and the constitution and operation of the respective financial group are recorded, are inscribed in the corresponding Public Commerce Registry, informing this Ministry about the date and other data relative to the said inscription, within a period of ten (10) business days counted from the date on which it has been verified.

FIFTH. - This authorization must be published in the Official Journal of the Federation, in terms of what is provided by the second paragraph of article 70 of the Law to Regulate Financial Groupings, at the cost of "Grupo Financiero Citi Mexico, S.A. de C.V." The realization of the said publication must be notified to the Banking, Securities and Savings Unit, attached to this Ministry, accompanying a copy of the documentation that accredits it, within the five (5) business days following the date on which said publications are verified.

FIFTH. - In order that the Banking, Securities and Savings Unit, attached to this Ministry, is able to approve the Corporate Bylaws of "Grupo Financiero Citi Mexico, S.A. de C.V.", as well as the Single Liability Agreement that that Controlling Society celebrates with the financial entities that will integrate the financial group, it communicates that prior to the inscription of the same, it must remit, within the twenty (20) business days following the date on which they are protocolized and in the terms of the projects presented, the following:

A. First Testimony and two simple copies of the public deed in which the Corporate Bylaws are recorded.

B. First Testimony and two simple copies of the public deed in which the Single Liability Agreement is recorded.

This resolution is issued in three original copies for the legal effects that may apply.

Respectfully, Mexico City, October 2, 2024. - The Secretary, Rogelio Eduardo Ramírez de la O. - Signature.

(R.- 562759)

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