Resolution authorizing Grupo Financiero Inbursa to incorporate FC Financial, S.A. de C.V., SOFOM, ER, into its financial group

DOF: 08/03/2016

RESOLUTION through which authorization is granted to Grupo Financiero Inbursa, S.A.B. de C.V., to incorporate FC Financial, S.A. de C.V., SOFOM, E.R., into Grupo Financiero Inbursa, through the investment that Banco Inbursa, S.A., Multiple Banking Institution, Grupo Financiero Inbursa, will make in the share capital of that multiple-object financial society.

A seal with the National Coat of Arms is placed at the margin, 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/010/2016.

GRUPO FINANCIERO INBURSA, 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, fractions X and XII, of the Internal Regulations of the Ministry of Finance and Public Credit, in view of the following

BACKGROUND

1.

Through writings received in this Administrative Unit on May 15, June 18, July 3, August 7, and November 17, 2015, through which Lic. Guillermo René Caballero Padilla, in his capacity as attorney-in-fact for "Grupo Financiero Inbursa, S.A.B. de C.V.", personality duly accredited before this Department, requested authorization and approval from this Ministry to carry out the following acts:

The indirect incorporation of "FC Financial, S.A. de C.V., SOFOM, E.R." as a member of the aforementioned financial group, by virtue of the investment that "Banco Inbursa, S.A., Multiple Banking Institution, Grupo Financiero Inbursa," will make in the share capital of that multiple-object financial society.

The modification of article two of the Bylaws of "Grupo Financiero Inbursa, S.A.B. de C.V.", in order to contemplate the aforementioned incorporation, the participation of the controlling society in the service-providing companies named SAWSA Adelante, S. de R.L. de C.V., and SAW Supervisión, S. de R.L. de C.V., as well as to contemplate the changes in the names of the financial entities that make up the financial group due to the financial reform.

The celebration of an Adhesion Agreement to the Single Liability Agreement to be signed between "FC Financial, S.A. de C.V., SOFOM, E.R." as a member of "Grupo Financiero Inbursa, S.A.B. de C.V.", the controlling society, and the financial entities that make up the respective financial group.

2.

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/412/2015 and UBVA/DGABV/413/2015 of May 20, 2015, UBVA/DGABV/577/2015 and UBVA/DGABV/578/2015 of June 19, 2015, UBVA/DGABV/672/2015 and UBVA/DGABV/673/2015 of July 7, 2015, and UBVA/DGABV/780/2015 and UBVA/DGABV/781/2015 of August 12, 2015, requested the opinion of the Bank of Mexico and the National Banking and Securities Commission, respectively.

Likewise, through various UBVA/DGABV/414/2015 of May 20, 2015, UBVA/DGABV/674/2015 of July 7, 2015, and UBVA/DGABV/782/2015 of August 12, 2015, it requested the opinion of the Deputy General Directorate of Financial Analysis and International Linkage, attached to this Administrative Unit.

3.

Through office UBVA/DGABV/1051/2015 of November 17, 2015 addressed to Grupo Financiero Inbursa 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, communicated to it that in order to be able to resolve what is appropriate, it should send within twenty business days following the date of its verification the following:

First Testimony and three simple copies of the public deed in which the protocolization of the Minutes of the Extraordinary General Meeting of Shareholders of "Grupo Financiero Inbursa, S.A.B. de C.V." is recorded, in which the indirect incorporation of "FC Financial, S.A. de C.V., SOFOM, E.R." is agreed, as well as the modification of article two of the Bylaws in the terms mentioned.

First Testimony and three simple copies of the public deed in which the protocolization of the Adhesion Agreement to the Single Liability Agreement celebrated between "FC Financial, S.A. de C.V., SOFOM, E.R.", the controlling society, and the financial entities that make up the respective financial group is recorded.

Simple copy of the public deed in which the protocolization of the Minutes of the Constitutive Assembly of "FC Financial, S.A. de C.V., SOFOM, E.R." is recorded.

4.

Through writings received in this Administrative Unit on December 14 and 21, 2015, Lic. Guillermo René Caballero Padilla, in compliance with the aforementioned office UBVA/DGABV/1051/2015, submitted the following documentation:

a)

Simple copy of public deed No. 95,575 of December 7, 2015, granted before the faith of Lic. Javier Ceballos Lujambio, Notary No. 110 of the Federal District, in which the protocolization of the Minutes of the Constitutive Assembly of "FC Financial, S.A. de C.V., SOFOM, E.R. Grupo Financiero Inbursa" is recorded, and

b)

First Testimony and three simple copies of public deed No. 95,739 of December 17, 2015, granted before the faith of Lic. Javier Ceballos Lujambio, Notary No. 110 of the Federal District, in which the protocolization of the Minutes of the Extraordinary General Meeting of Shareholders of "Grupo Financiero Inbursa, S.A.B. de C.V.", held on December 8, 2015, is recorded, in which, among other topics, the indirect incorporation of "FC Financial, S.A. de C.V., SOFOM, E.R. Grupo Financiero Inbursa" was agreed, as well as the modification of article two of the Bylaws of that Controlling Society in the terms mentioned.

5.

Through a writing received in this Administrative Unit on February 4, 2016, Lic. Guillermo René Caballero Padilla, in compliance with the aforementioned office UBVA/DGABV/1051/2015, submitted the following:

a)

First Testimony and three simple copies of public deed No. 95,971 of February 2, 2016, granted before the faith of Lic. Javier Ceballos Lujambio, Notary No. 110 of Mexico City, in which the protocolization of the Adhesion Agreement to the Single Liability Agreement dated January 18, 2016, celebrated between "FC Financial, S.A. de C.V., SOFOM, E.R. Grupo Financiero Inbursa", the controlling society, and the financial entities that make up the respective financial group is recorded.

CONSIDERING

1.

That the Bank of Mexico through offices OFI/S33-002-13742 and OFI/S33-002-13524 received in this Administrative Unit on July 7 and 23, 2015, respectively, expressed its favorable opinion for this Ministry to authorize and approve what was requested.

2.

That the National Banking and Securities Commission through offices 312-2/13902/2015 and 312/2/13984/2015 received in this Administrative Unit on July 14 and October 2, 2015, respectively, issued its favorable opinion for this Ministry to authorize and approve the aforementioned request, in the terms of the proposal presented.

3.

That the Deputy General Directorate of Financial Analysis and International Linkage, through office UBVA/DGAAF/078/2015 of October 9, 2015, stated that from a financial point of view it has no objection to authorizing the promoters what was requested.

4.

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 a member of a financial group and for the approval of the modification of the Bylaws of a controlling society.

5.

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

RESOLUTION

FIRST.-

The indirect incorporation of "FC Financial, S.A. de C.V., SOFOM E.R. Grupo Financiero Inbursa" into "Grupo Financiero Inbursa, S.A.B. de C.V." is authorized, by virtue of the investment that "Banco Inbursa, S.A., Multiple Banking Institution, Grupo Financiero Inbursa," will make in the share capital of that multiple-object financial society, in the terms agreed by its Extraordinary General Meeting of Shareholders held on December 8, 2015, protocolized through Public Deed No. 95,739 of December 17, 2015, granted before the faith of Lic. Javier Ceballos Lujambio, Notary No. 110 of the Federal District.

This authorization is subject to the resolutive condition consisting of not submitting to this Ministry the proof of entry of the Public Deed in which the incorporation in question has been agreed in the respective Public Commerce Registry, within twenty business days following the date on which this office is notified.

SECOND.-

The modification of article two of the Bylaws of "Grupo Financiero Inbursa, S.A.B. de C.V." is approved in the terms agreed by the aforementioned Extraordinary General Meeting of Shareholders held on December 8, 2015, protocolized through Public Deed No. 95,739 referred to in the Previous Resolution.

THIRD.-

The incorporation in question will take effect from the date on which this authorization and the respective assembly 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.

FOURTH.-

This authorization must be published in the Official Gazette 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 said Financial Group.

FIFTH.-

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

SIXTH.-

The Adhesion Agreement to the Single Liability Agreement dated January 2, 2016, celebrated between "FC Financial, S.A. de C.V., SOFOM, E.R. Grupo Financiero Inbursa", the controlling society, and the financial entities that make up the respective financial group, protocolized through Public Deed No. 95,971 of February 2, 2016, granted before the faith of Lic. Javier Ceballos Lujambio, Notary No. 110 of Mexico City, is approved.

Likewise, the First Testimonies of the Public Deeds that "Grupo Financiero Inbursa, S.A.B. de C.V." attached to its writings are returned to "Grupo Financiero Inbursa, 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.

This authorization and approval 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 Society carries out, or regarding the tax implications inherent to the corporate acts in question, which require prior authorization or approval from the financial, tax, or any other authorities, in terms of the current regulations.

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

Respectfully,

Mexico City, February 12, 2016. - The Head of the Unit, Narciso Antonio Campos Cuevas.-

Rubric.

(R.- 427390)

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