Resolution authorizing the separation of UBS Bank Mexico, S.A. from UBS Financial Group

DOF: 06/08/2018

RESOLUTION authorizing the separation of UBS Bank Mexico, S.A., Multiple Banking Institution, UBS Financial Group, as a financial entity from UBS Financial Group, S.A. de C.V.

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.- Deputy General Directorate of Banking and Securities.- Deputy General Directorate of Financial Analysis and International Linkage.- Official No. UBVA/DGABV/441/2018.- UBVA/DGAAF/084/2018.

UBS FINANCIAL GROUP, S.A. DE C.V.

Present.

The Ministry of Finance and Public Credit, through the Deputy General Directorates of Banking and Securities and of Financial Analysis and International Linkage, attached to 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; 16 in relation to 19, first and last paragraphs, of the Law to Regulate Financial Groups; in exercise of the powers conferred by article 27, fraction XII, as well as its last paragraph, of the Internal Regulations of the Ministry of Finance and Public Credit, and in attention to the following:

BACKGROUND

Through writings received in this Administrative Unit on October 26 and 31, both of 2017, February 26, March 16 and April 13, all of the aforementioned 2018, the lawyers Carmen Lozano González de León and Leonardo Poblete Galván, in their capacity as legal representatives of "UBS Financial Group, S.A. de C.V.", personality that they have duly accredited before this Dependence, requested from this Ministry, among others, the following:

·

Authorization to separate "UBS Bank Mexico, S.A., Multiple Banking Institution, UBS Financial Group" as a financial entity integrated into that Financial Group, due to the alienation of the shares representing its social capital to "Afirme Financial Group, S.A. de C.V."

Regarding this, the 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 of Finance and Public Credit and based on the provisions of articles 16 and 122 of the Law to Regulate Financial Groups, through official documents UBVA/DGABV/804/2017 and UBVA/DGABV/805/2017 both of October 31, 2017, UBVA/DGABV/122/2018 and UBVA/DGABV/123/2018 of February 27 and UBVA/DGABV/180/2018 and UBVA/DGABV/181/2018 of March 20, all of the aforementioned 2018, requested the opinion of the Bank of Mexico and of the National Banking and Securities Commission, respectively.

Through official document UBVA/DGABV/249/2018 of April 20, 2018, the Deputy General Directorate of Banking and Securities, attached to the Unit of Banking, Securities and Savings, in exercise of the powers conferred by article 28, fractions XXII and XXX of the Internal Regulations of this Ministry, communicated to "UBS Financial Group, S.A. de C.V.", that in order to be able to resolve what is appropriate, it should remit within the twenty business days following the date of its verification and in the terms of the proposal presented, among others, the following:

a)

First Testimony and three simple copies of the public deed in which the protocolization of the Act of the Extraordinary General Shareholders' Meeting of "UBS Financial Group, S.A. de C.V." is recorded, in which, among other topics, the separation of "UBS Bank Mexico, S.A., Multiple Banking Institution, UBS Financial Group" is agreed, in accordance with the project sent through writing received on April 13, 2018.

b)

Simple copy of the public deed in which the protocolization of the Act of the Extraordinary General Shareholders' Meeting of "UBS Bank Mexico, S.A., Multiple Banking Institution, UBS Financial Group" is recorded, in which, among others, its separation from "UBS Financial Group, S.A. de C.V." is agreed.

Through writing received in this Administrative Unit on May 29, 2018, the lawyers Carmen Lozano González de León and Leonardo Poblete Galván, in their capacity as legal representatives of "UBS Financial Group, S.A. de C.V.", remitted, among others, the following documentation:

a)

First Testimony and three simple copies of public deed No. 83,269 of May 28, 2018, granted before the faith of lawyer Roberto Núñez y Bandera, Holder of Notary No. 1 of the City of Mexico, through which the Act of the Extraordinary General Shareholders' Meeting of "UBS Financial Group, S.A. de C.V.", held on May 14, 2018, was protocolized, in which, among other topics, the separation of "UBS Bank Mexico, S.A., Multiple Banking Institution, UBS Financial Group" was agreed.

b)

First Testimony and three simple copies of public deed No. 83,271 of May 28, 2018, granted before the faith of the aforementioned Notary, through which the Act of the Extraordinary General Shareholders' Meeting of "UBS Bank Mexico, S.A., Multiple Banking Institution, UBS Financial Group", held on May 14, 2018, was protocolized, in which, among others, its separation from "UBS Financial Group, S.A. de C.V." was agreed.

Through official document of this same date, the Deputy General Directorates of Banking and Securities and of Financial Analysis and International Linkage, attached to the Unit of Banking, Securities and Savings of this Ministry, in exercise of the powers entrusted to them, authorized the incorporation of "UBS Bank Mexico, S.A., Multiple Banking Institution, UBS Financial Group" to "Afirme Financial Group, S.A. de C.V."

CONSIDERING

That the Bank of Mexico through official documents OFI/S33-002-1802024 and OFI002-10, received in this Administrative Unit on February 9 and April 5, both of 2018, expressed its favorable opinion in order for this Ministry to authorize the separation in question.

That the National Banking and Securities Commission through official document 312-2/66242/2018 received in this Administrative Unit on April 3, 2018, expressed its favorable opinion in order for this Ministry to authorize, among others, the separation of "UBS Bank Mexico, S.A., Multiple Banking Institution, UBS Financial Group" as an integrated entity of "UBS Financial Group, S.A. de C.V.", in the terms of the proposal presented.

That from the accounting-financial point of view, it is viable to authorize the legal acts requested.

That the request for authorization for the separation of "UBS Bank Mexico, S.A., Multiple Banking Institution, UBS Financial Group" as a financial entity integrated into that Financial Group referred to in Background 1 of this official, complies with the legal and administrative provisions applicable to the authorization procedure for the separation of a financial entity integrated into a financial group.

That after analyzing the information and documentation presented by "UBS Financial Group, S.A. de C.V.", and after hearing the opinion of the Bank of Mexico and of the National Banking and Securities Commission, as well as having determined the appropriateness of granting the authorization in question, this Ministry of Finance and Public Credit, through the Deputy General Directorates of Banking and Securities and of Financial Analysis and International Linkage attached to the Unit of Banking, Securities and Savings, issues the following:

RESOLUTION

FIRST.-

The separation of "UBS Bank Mexico, S.A., Multiple Banking Institution, UBS Financial Group" as a financial entity integrated into "UBS Financial Group, S.A. de C.V." is authorized, in the terms agreed by that Holding Company in its Extraordinary General Shareholders' Meeting, held on May 14, 2018, protocolized through public deed No. 83,269 of May 28, 2018, granted before the faith of lawyer Roberto Núñez y Bandera, Holder of Notary No. 1 of the City of Mexico.

This authorization is subject to the resolutive condition consisting in that the Ministry does not receive the proof of entry of the public deed in which the separation in question has been agreed in the respective Public Commerce Registry, within the twenty business days following the date on which this official is notified.

SECOND.-

The authorized separation will take effect from the date on which this authorization and the public instruments in which the Shareholders' Meeting agreements regarding the separation in question are recorded, are registered in the corresponding Public Commerce Registry, in accordance with the provisions of the first paragraph of article 19 of the Law to Regulate Financial Groups, informing this Ministry about the date and other data related to the said registration, within a period of ten business days counted from the date on which it has been verified.

THIRD.-

This authorization and the separation agreements adopted by the respective Extraordinary General Shareholders' Meetings, must be published in the Official Journal of the Federation in terms of what is provided by the second paragraph of article 19 of the Law to Regulate Financial Groups, at the expense of "UBS Financial Group, S.A. de C.V."

The carrying out of the said publications must be notified to this Administrative Unit, attaching a copy of the documentation that accredits it, within the ten business days following the date on which said publications are verified.

Finally, the First Testimonies of the public deeds annexed to its writing are returned to "UBS Financial Group, S.A. de C.V.", with the indication that it must inform this Dependence about the date and other data related to the registration it carries out of public deed number 83,269, 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 is issued based on the information and documentation provided by "UBS Financial Group, S.A. de C.V." and is limited exclusively to the acts and operations that, in accordance with the applicable provisions, compete to resolve this Unit of Banking, Securities and Savings and does not prejudge the carrying out of any corporate act that said Company carries out, which implies the prior authorization or approval of the financial, tax or any other authorities, in terms of the current regulations.

Without any other particular, I take the opportunity to send you a cordial greeting.

Sincerely.

Mexico City, June 18, 2018. - The Deputy General Director of Banking and Securities, Ana Laura Villanueva Vega. - Rubric.- The Deputy General Director of Financial Analysis and International Linkage, Raúl Alejandro Rosales Guadarrama. - Rubric.

(R.- 471498)

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