Resolution authorizing Grupo Financiero Santander Mexico, S.A. de C.V. to organize as a subsidiary holding company under the Law for the Regulation of Financial Groups

DOF: 09/02/2018

RESOLUTION authorizing Grupo Financiero Santander Mexico, S.A. de C.V. to organize as a subsidiary holding company under the terms of the Law for the Regulation of 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 "GRUPO FINANCIERO SANTANDER MEXICO, S.A. DE C.V." TO ORGANIZE AS A SUBSIDIARY HOLDING COMPANY UNDER THE TERMS OF THE LAW FOR THE REGULATION OF 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 and 70 of the Law for the Regulation of 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 view of the following:

BACKGROUND

Through writings received in the Banking, Securities and Savings Unit, through the Deputy General Directorate of Banking and Securities on March 2, May 12, October 13 and 23, November 9, 14 and 17, and December 11, all of 2017, the lawyers Fernando Borja Mujica and Juan Eduardo Llanos Reynoso, in their capacity as legal representative and authorized person, respectively, of "Grupo Financiero Santander Mexico, S.A.B. de C.V.", of "Banco Santander (Mexico), S.A., Multiple Banking Institution, Grupo Financiero Santander Mexico", of "Casa de Bolsa Santander, S.A. de C.V., Grupo Financiero Santander Mexico" and of "Banco Santander, S.A.", personality which they have duly accredited before this Department, requested authorization from this Ministry to carry out a corporate restructuring, which implies, among others, the following legal acts:

i.

The merger of "Grupo Financiero Santander Mexico, S.A.B. de C.V." as the merged society that is extinguished, with "Banco Santander (Mexico), S.A., Multiple Banking Institution, Grupo Financiero Santander Mexico" as the surviving merging society.

ii.

The celebration of the termination agreement to the Single Liability Agreement that that Holding Society has celebrated with the financial entities that integrate it, by virtue of the merger mentioned.

iii.

Once the merger in question takes effect, "Banco Santander, S.A." organizes a holding company of a subsidiary financial group, and the constitution and functioning of a financial group whose name would be "Grupo Financiero Santander Mexico, S.A. de C.V.".

iv.

The approval of the bylaws of "Grupo Financiero Santander Mexico, S.A. de C.V.", as well as of the Single Liability Agreement to be celebrated by that Holding Society with the financial entities that will integrate it.

v.

The direct acquisition by "Banco Santander, S.A." of the control of "Grupo Financiero Santander Mexico, S.A. de C.V.".

They add that the purpose of said restructuring is to comply with the provisions recently issued by the European Central Bank, which establish that only contributions that are directly made to the share capital of its subsidiaries by minority shareholders unrelated to said Bank may be counted in the consolidated net capital of "Banco Santander, S.A.", provided that the subsidiary is a financial entity that captures deposits from the public, that is, it is a credit institution in the Mexican case and, in addition, regulatory requirements in capitalization matter indicated in European regulations are satisfied.

Likewise, they state that the restructuring in question is intended to be achieved through a succession of corporate acts and administrative acts of authority, executed and applied in their order in a joint and simultaneous manner.

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 third paragraph, 70, 81, fraction II, and 89 of the Law for the Regulation of Financial Groups; 3 fractions I, III, IV and 31 of the General Rules of Financial Groups, in scope of the various UBVA/DGABV/157/2017, UBVA/DGABV/158/2017, UBVA/DGABV/326/2017, UBVA/DGABV/327/ 2017, UBVA/DGABV/756/2017, UBVA/DGABV/757/2017, UBVA/DGABV/777/2017, UBVA/DGABV/ 778/2017, UBVA/DGABV/847/2017 UBVA/DGABV/848/2017, UBVA/DGABV/858/2017 and UBVA/ DGABV/859/2017 of March 6, May 19, October 17 and 23, November 14 and 21, all of 2017, requested the opinion of the Bank of Mexico and the National Banking and Securities Commission.

Likewise, based on article 28, fraction XXVIII of the Internal Regulations of this Ministry, through letters UBVA/DGABV/159/2017, UBVA/DGABV/328/2017, UBVA/DGABV/758/ 2017, UBVA/DGABV/779/2017, UBVA/DGABV/849/2017 and UBVA/DGABV/860/2017 of March 6, May 19, October 17 and 23, November 14 and 21, all of 2017, requested the opinion of the Deputy General Directorate of Financial Analysis and International Linkage, attached to the Banking, Securities and Savings Unit.

Through letter UBVA/DGABV/900/2017 of December 11, 2017, the Banking, Securities and Savings Unit, through the Deputy General Directorate of Banking and Securities, communicated to "Grupo Financiero Santander Mexico, S.A. de C.V.", that to be in a position to resolve what is appropriate, it should remit, under the terms of the proposal presented and in accordance with the projects sent in its writing of December 11 of the current year, the First Testimonies and three simple copies of the public deeds in which the protocolization is recorded, among others, of what is indicated below:

i.

The Act of the Extraordinary General Meeting of Shareholders of "Grupo Financiero Santander Mexico, S.A.B. de C.V." in which its merger as the merged society that is extinguished with "Banco Santander (Mexico), S.A., Multiple Banking Institution, Grupo Financiero Santander Mexico" as the surviving merging society is agreed upon and the other agreements relative to the same.

ii.

The Act of the Extraordinary General Meeting of Shareholders of "Banco Santander (Mexico), S.A., Multiple Banking Institution, Grupo Financiero Santander Mexico" in which its merger as the surviving merging society with "Grupo Financiero Santander Mexico, S.A.B. de C.V." as the merged society that is extinguished is agreed upon and the other agreements relative to the same.

iii.

The Merger Agreement celebrated between "Banco Santander (Mexico), S.A., Multiple Banking Institution, Grupo Financiero Santander Mexico" and "Grupo Financiero Santander Mexico, S.A.B. de C.V."

iv.

The Termination Agreement of the Single Liability Agreement celebrated between "Grupo Financiero Santander Mexico, S.A.B. de C.V." and the financial entities integrating the financial group.

Through writing received in the Banking, Securities and Savings Unit on December 12, 2017, the Lic. Rocío Erika Bulhosen Aracil, on behalf of "Grupo Financiero Santander Mexico, S.A.B. de C.V." and of "Banco Santander (Mexico), S.A., Multiple Banking Institution, Grupo Financiero Santander Mexico", personality which she has duly accredited before this Department, submitted, among others, the following documentation:

i.

First Testimony and three simple copies of public deed No. 100,346 of December 8, 2017, granted before the faith of lawyer Miguel Alessio Robles, Holder of Notary No. 19 of Mexico City, in which the protocolization of the Act of the Ordinary and Extraordinary General Meeting of Shareholders of "Grupo Financiero Santander Mexico, S.A.B. de C.V." is recorded, in which its merger as the merged society that is extinguished with "Banco Santander (Mexico), S.A., Multiple Banking Institution, Grupo Financiero Santander Mexico" as the surviving merging society is agreed upon and the other agreements relative to the same.

ii.

First Testimony and three simple copies of public deed No. 100,347 of December 8, 2017, granted before the faith of lawyer Miguel Alessio Robles, Holder of Notary No. 19 of Mexico City, in which the protocolization of the Act of the Ordinary and Extraordinary General Meeting of Shareholders of "Banco Santander (Mexico), S.A., Multiple Banking Institution, Grupo Financiero Santander Mexico", celebrated on that same date, is recorded, in which, among other topics, its merger as the surviving merging society with "Grupo Financiero Santander Mexico, S.A.B. de C.V." as the merged society that is extinguished is agreed upon and the other agreements relative to the same.

iii.

First Testimony and three simple copies of public deed No. 100,348 of December 8, 2017, granted before the faith of lawyer Miguel Alessio Robles, Holder of Notary No. 19 of Mexico City, in which the protocolization of the Merger Agreement celebrated between "Grupo Financiero Santander Mexico, S.A.B. de C.V." and "Banco Santander (Mexico), S.A., Multiple Banking Institution, Grupo Financiero Santander Mexico" is recorded.

iv.

First Testimony and three simple copies of public deed No. 100,349 of December 8, 2017, granted before the faith of lawyer Miguel Alessio Robles, Holder of Notary No. 19 of Mexico City, in which the protocolization of the Termination Agreement of the Single Liability Agreement celebrated between "Grupo Financiero Santander Mexico, S.A.B. de C.V." and the financial entities integrating the financial group is recorded.

v.

First Testimony and three simple copies of public deed No. 100,351 of December 8, 2017, granted before the faith of lawyer Miguel Alessio Robles, Holder of Notary No. 19 of Mexico City, in which the protocolization of the Constitutive Act of "Grupo Financiero Santander Mexico, S.A. de C.V." is recorded.

Through letter of this same date, the Banking, Securities and Savings Unit attached to this Ministry, in exercise of the powers entrusted to it, issued the following:

I.

Authorization for the merger of "Grupo Financiero Santander Mexico, S.A.B. de C.V.", in the capacity of merged society that is extinguished with "Banco Santander (Mexico), S.A., Multiple Banking Institution, Grupo Financiero Santander Mexico", as the surviving merging society, under the terms of articles 17 in relation with 19 of the Law for the Regulation of Financial Groups.

II.

Approval of the Termination Agreement of the Single Liability Agreement celebrated between "Grupo Financiero Santander Mexico, S.A.B. de C.V.", and the financial entities integrating the financial group, in accordance with article 20 of the Law for the Regulation of Financial Groups.

CONSIDERATIONS

That the Bank of Mexico through letter OFI/S33-002-18898 received on December 8, 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 312-1/17037/2017 received on December 8, 2017, expressed its favorable opinion for this Ministry to authorize and approve the acts described under the terms of the proposal presented.

That the Deputy General Directorate of Financial Analysis and International Linkage of this Ministry through letter UBVA/DGAAF/264/2017 of December 11, 2017, issued its opinion from an accounting-financial point of view to authorize the promoters to carry out the requested corporate acts.

That the authorization request of "Grupo Financiero Santander Mexico, S.A.B. de C.V.", referred to in Background 1 of this letter, 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 after analyzing the information and documentation presented by "Grupo Financiero Santander Mexico, S.A.B. de C.V.", 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 "GRUPO FINANCIERO SANTANDER MEXICO, S.A. DE C.V." TO ORGANIZE AS A SUBSIDIARY HOLDING COMPANY UNDER THE TERMS OF THE LAW FOR THE REGULATION OF FINANCIAL GROUPS AND THE CONSTITUTION AND FUNCTIONING OF THE RESPECTIVE FINANCIAL GROUP.

FIRST.-

In exercise of the power conferred upon it by articles 11 and 70 of the Law for the Regulation of Financial Groups, the organization of "Grupo Financiero Santander Mexico, S.A. de C.V." as a subsidiary holding company and the constitution and functioning of the respective financial group is authorized.

SECOND.-

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

THIRD.-

The subsidiary holding company will have as its purpose to participate, directly or indirectly, in the share capital of the financial entities integrating the financial group, and to establish through its social organs the general strategies for the management of the financial group.

FOURTH.-

"Grupo Financiero Santander Mexico, S.A. de C.V." will be the owner, directly or indirectly, of shares representing more than fifty percent of the share capital of the financial entities integrating the financial group.

FIFTH.-

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

Banco Santander (Mexico), S.A., Multiple Banking Institution, Grupo Financiero Santander Mexico;

Casa de Bolsa Santander, S.A. de C.V., Grupo Financiero Santander Mexico;

Santander Consumo, S.A. de C.V., Multiple Purpose Financial Society, Regulated Entity, Grupo Financiero Santander Mexico;

Santander Vivienda, S.A. de C.V., Multiple Purpose Financial Society, Regulated Entity, Grupo Financiero Santander Mexico, and

Santander Inclusión Financiera, S.A. de C.V., Multiple Purpose Financial Society, Regulated Entity, Grupo Financiero Santander Mexico.

SIXTH.-

The domicile of the holding company will be Mexico City.

SEVENTH.-

The authorization referred to in this Resolution is, by its very nature, intransmissible.

EIGHTH.-

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

NINTH.-

In what is not expressly stated by this Resolution, "Grupo Financiero Santander Mexico, S.A. de C.V.", will be subject to the Political Constitution of the United Mexican States, to the Law for the Regulation of Financial Groups, as well as to all that legislation and regulation currently in force applicable to the matter, or that which is issued in the future.

TRANSITORY

SINGLE.-

This Resolution will be published in the Official Gazette of the Federation at the cost of "Grupo Financiero Santander Mexico, S.A. de C.V." and will take effect simultaneously with the effect of the corporate acts proposed by reason of the corporate restructuring in question.

Mexico City, December 13, 2017. - The Secretary of Finance and Public Credit, José Antonio González Anaya.- Signature.

(R.- 462248)

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