Resolution modifying the authorization for the constitution and operation of a financial group subsidiary controlled by Grupo Financiero Banamex, S.A. de C.V.

DOF: 15/08/2016

RESOLUTION through which the authorization for the constitution and functioning of a financial group subsidiary controlled by the company named Grupo Financiero Banamex, S.A. de C.V. is modified.

A seal with the National Emblem appears on the margin, stating: United Mexican States.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Unit of Banking, Securities and Savings.- Adjoint General Directorate of Banking and Securities.- Office No. UBVA/017/2016.

Resolution through which the authorization for the constitution and functioning of a financial group subsidiary controlled by the company named "Grupo Financiero Banamex, S.A. de C.V." is modified.

The Ministry of Finance and Public Credit, through the Unit of Banking, Securities and Savings,

based on what is established in articles 31, fraction XXXIV of the Organic Law of the Federal Public Administration; 70 of the Law to Regulate Financial Groups, in relation to chapter XIV "Financial Services" of the North American Free Trade Agreement, the Rules for the Establishment of Subsidiaries of Foreign Financial Institutions, the General Rules of Financial Groups, and, in exercise of the powers conferred upon it by article 27, fraction XXXIII, of the Internal Regulations of the Ministry of Finance and Public Credit and in consideration of the following:

BACKGROUND

1.
This Ministry of Finance and Public Credit through the then General Directorate of Insurance and Securities, via office 102-E-366-DGSV-4029 dated August 28, 1991, published in the Official Gazette of the Federation on September 6, 1991, authorized the constitution and functioning of "Grupo Financiero Banamex-Accival, S.A. de C.V.", under the terms of the Law to Regulate Financial Groups in force at that date. The referenced authorization was last modified by Resolution 102-B-233 dated September 3, 1999, published in the Official Gazette of the Federation on October 4, 1999;

2.
Via office 102-B-319 dated July 4, 2001, this Ministry authorized "Citigroup Inc.", through its subsidiary "Citicorp, Inc.", to acquire the majority of the shares representing the social capital of "Grupo Financiero Banamex Accival, S.A. de C.V." and thereby convert it into a Subsidiary Controlling Company, under the terms established in article 27-J of the Law to Regulate Financial Groups in force at that date;

3.
Via office DGBA/DGABM/518/2001 dated August 3, 2001, this Ministry, through the then Adjacent General Directorate of Multiple Banking, under the terms established in article 17 of the Law to Regulate Financial Groups in force at that date, agreed to the integral modification of its corporate bylaws, in order to contemplate its conversion into a subsidiary, as well as the change of its name to "Grupo Financiero Banamex, S.A. de C.V.";

4.
Via office 101-1825 dated October 30, 2001, this Ministry, under the terms established in article 10 and other applicable provisions of the Law to Regulate Financial Groups in force at that date, authorized the merger of "Grupo Financiero Banamex, S.A. de C.V." as the surviving merging entity, with "Grupo Financiero Citibank, S.A. de C.V." as the extinguished merging entity, resulting in the former being the holder of the shares representing the social capital of the financial entities that made up the financial group controlled by the latter. Likewise, it authorized the merger of "Banco Nacional de México, S.A., member of Grupo Financiero Banamex" as the surviving merging entity, with "Citibank México, S.A., Multiple Banking Institution, Grupo Financiero Citibank" as the extinguished merging entity;

5.
This Ministry, through the then General Directorate of Insurance and Securities, via document 366-IV-2658.-731.1/315699 dated May 31, 2002, published in the Official Gazette of the Federation on August 12, 2002, authorized the spin-off of "Seguros Banamex, S.A. de C.V., Grupo Financiero Banamex", into two legally and economically independent entities, with the spun-off entity continuing to exist, and creating a new society as the spun-off part, named "Pensiones Banamex, S.A. de C.V., Grupo Financiero Banamex", to which authorization was granted to function as an insurance institution subsidiary of "Citigroup Inc." through "Citicorp, Inc." on June 24, 2002, via document 366-IV-3827.-731.1/315699, published in the Official Gazette of the Federation on August 12, 2002;

6.
Via office DGBA/DGABM/560/2002 dated July 31, 2002, this Ministry authorized "Citigroup Inc." in its capacity as a foreign financial institution, so that through Citicorp (Mexico) Holdings LLC, as a related company, it would acquire from "Citicorp, Inc." and so that the latter would transfer to it the shares owned by it issued by "Grupo Financiero Banamex, S.A. de C.V.", under the terms established in articles 27-J, fraction I and 27-I, of the Law to Regulate Financial Groups and the Seventh of the "Rules for the Establishment of Subsidiaries of Foreign Financial Institutions" in force at that date;

7.
This Ministry through the then Unit of Banking and Savings, via office UBA/110A/ 2007 dated July 2, 2007, published in the Official Gazette of the Federation on February 15, 2008, authorized and approved, among others, the following corporate acts:

a)
The merger of "Grupo Financiero Banamex, S.A. de C.V." as the surviving merging entity, with "Grupo Financiero Associates, S.A. de C.V." as the extinguished merging entity, pursuant to fraction III of article 27-J of the Law to Regulate Financial Groups in force at that date;

b)
The merger of "Banco Nacional de México, S.A., member of Grupo Financiero Banamex" as the surviving merging entity, with "Servicios de Factoraje Associates, S.A. de C.V., Credit Auxiliary Organization, Grupo Financiero Associates" and with "Sociedad Financiera Associates, S.A. de C.V., Limited Purpose Financial Society, Grupo Financiero Associates" as the extinguished merging entities, in accordance with what is established in article 10 of the Law to Regulate Financial Groups in force at that date;

c)
The merger of "Servicios Corporativos Crédito Familiar, S.A. de C.V." as the surviving merging entity, with "Associates Servicios, S.A. de C.V." as the extinguished merging entity, in accordance with what is established in article 10 of the Law to Regulate Financial Groups in force at that date;

d)
The merger of "Acciones y Valores Banamex, S.A. de C.V., Brokerage House, member of Grupo Financiero Banamex" as the surviving merging entity, with "Casa de Bolsa Citibank, S.A. de C.V." (who changed its name to "Casa de Bolsa Banamex, S.A. de C.V.") as the extinguished merging entity;

e)
On account of the merger referred to in subsection a) of this Resolution, it approved the modification of Article Second of the corporate bylaws of "Grupo Financiero Banamex, S.A. de C.V." in order to incorporate as entities making up the financial group controlled by that Subsidiary Controlling Company: i) "Arrendadora Banamex, S.A. de C.V., Credit Auxiliary Organization, member of Grupo Financiero Banamex", ii) "Hipotecaria Associates, S.A. de C.V., Multiple Purpose Financial Society, Regulated Entity", and iii) "Crédito Familiar, S.A. de C.V., Limited Purpose Financial Society", and

f)
The incorporation of "Pensiones Banamex, S.A. de C.V., member of Grupo Financiero Banamex" as an entity making up the financial group controlled by the Subsidiary Controlling Company named "Grupo Financiero Banamex, S.A. de C.V.";

8.
Via Resolution UBA/245/2007 dated December 19, 2007, published in the Official Gazette of the Federation on June 2, 2008, this Ministry through the then Unit of Banking and Savings, under the terms established in article 10 of the Law to Regulate Financial Groups in force at that date, authorized the incorporation of "Afore Banamex, S.A. de C.V." as a financial entity making up the financial group controlled by "Grupo Financiero Banamex, S.A. de C.V.". On account of the foregoing, via office UBVA/DGABV/100/2008 dated January 24, 2008, this Ministry based on what is established in article 17 of the Law to Regulate Financial Groups in force at that date, approved the modification of Article Second of the corporate bylaws of "Grupo Financiero Banamex, S.A. de C.V.", as well as the respective Single Agreement of Responsibilities, in order to reflect in said legal instruments the mention of "Afore Banamex, S.A. de C.V., member of Grupo Financiero Banamex", as a financial entity making up the aforementioned financial group;

9.
Via office UBVA/DGABV/726/2009 dated August 14, 2009, this Ministry, through the Adjacent General Directorate of Banking and Securities, based on what is established in article 17 of the Law to Regulate Financial Groups in force at that date, approved the modification of Article Second of the corporate bylaws of "Grupo Financiero Banamex, S.A. de C.V.", as well as the Single Agreement of Responsibilities in order to reflect in said legal instruments the following acts:

a)
The change of name of "Hipotecaria Associates, S.A. de C.V., Multiple Purpose Financial Society, Regulated Entity, member of Grupo Financiero Banamex" to "Fondo Acción Banamex, S.A. de C.V., Multiple Purpose Financial Society, Regulated Entity, member of Grupo Financiero Banamex", and

b)
The conversion of "Crédito Familiar, S.A. de C.V., Limited Purpose Financial Society, member of Grupo Financiero Banamex", to the regime of multiple purpose financial society, regulated entity, under the name of "Crédito Familiar, S.A. de C.V., Multiple Purpose Financial Society, Regulated Entity, member of Grupo Financiero Banamex";

10.
Via office UBVA/DGABV/421/2011 dated June 30, 2011, the Unit of Banking, Securities and Savings of this Ministry, based on what is established in article 17 of the Law to Regulate Financial Groups in force at that date, approved the modification of Article Second of the corporate bylaws of "Grupo Financiero Banamex, S.A. de C.V.", as well as the respective Single Agreement of Responsibilities, in order to reflect in said legal instruments the change of name of "Fondo Acción Banamex, S.A. de C.V., Multiple Purpose Financial Society, Regulated Entity, member of Grupo Financiero Banamex" to "Acción Banamex, S.A. de C.V., Multiple Purpose Financial Society, Regulated Entity, member of Grupo Financiero Banamex";

11.
Via office UBVA/106/2013 dated December 2, 2013, published in the Official Gazette of the Federation on June 18, 2014, the aforementioned Unit of Banking, Securities and Savings of this Department, based on what is established in articles 10 and 11 of the Law to Regulate Financial Groups in force at that date, granted to "Grupo Financiero Banamex, S.A. de C.V." authorization to carry out the following corporate acts:

a)
To merge "Operadora e Impulsora de Negocios, S.A. de C.V., Multiple Purpose Financial Society, Regulated Entity, member of Grupo Financiero Banamex" (formerly "Crédito Familiar, S.A. de C.V., Multiple Purpose Financial Society, Regulated Entity, member of Grupo Financiero Banamex") in its capacity as the surviving merging entity under the name of the merged entity, with "Tarjetas Banamex, S.A. de C.V., Multiple Purpose Financial Society, Regulated Entity" in its capacity as the extinguished merging entity, and

b)
To separate "Tarjetas Banamex, S.A. de C.V., Multiple Purpose Financial Society, Regulated Entity" (until before the merger "Operadora e Impulsora de Negocios, S.A. de C.V., Multiple Purpose Financial Society, Regulated Entity, member of Grupo Financiero Banamex") as a financial entity making up "Grupo Financiero Banamex, S.A. de C.V.".
As a consequence of the acts described in subsections a) and b) above, via office UBVA/ DGABV/028/2014 dated January 20, 2014, this Ministry through the Unit of Banking, Securities and Savings, based on what is established in article 17 of the Law to Regulate Financial Groups in force at that date, approved the modification of Article Second of the corporate bylaws of "Grupo Financiero Banamex, S.A. de C.V.", as well as the corresponding Single Agreement of Responsibilities, in order to:

i)
Eliminate from said legal instruments the mention of "Operadora e Impulsora de Negocios, S.A. de C.V., Multiple Purpose Financial Society, Regulated Entity, member of Grupo Financiero Banamex", on account of the aforementioned separation;

ii)
Contemplate in said legal instruments the conversion of "Arrendadora Banamex, S.A. de C.V., Credit Auxiliary Organization, member of Grupo Financiero Banamex" into a Multiple Purpose Financial Society, Regulated Entity, under the name of "Arrendadora Banamex, S.A. de C.V., Multiple Purpose Financial Society, Regulated Entity, member of Grupo Financiero Banamex", and

12.
Pursuant to Article Fifty-Two, fraction IV, of the Decree by which various provisions in financial matters are reformed, added and repealed and the Law to Regulate Financial Groups is issued, published in the Official Gazette of the Federation on January 10, 2014, the Controlling Companies and Financial Groups that upon entry into force of said Law have authorization to constitute and function as such under the Law to Regulate Financial Groups repealed, shall be deemed authorized under the terms of article 11 of the Law to Regulate Financial Groups in force from January 11, 2014;

13.
Via office UBVA/DGABV/436/2015 dated May 28, 2015, this Department approved the integral modification of the corporate bylaws of "Grupo Financiero Banamex, S.A. de C.V.", under the terms agreed upon by its Extraordinary Shareholders' Meeting held on June 30, 2014, notarized via public deed number 73,681 dated May 19, 2015, granted before the notary of Licenciado Roberto Núñez y Bandera, holder of Public Notary Office number 1 of the Federal District, which was carried out in compliance with the Decree by which various provisions in financial matters are reformed, added and repealed and the Law to Regulate Financial Groups is issued, published in the Official Gazette of the Federation on January 10, 2014.

CONSIDERING

1.
That the financial sector must contribute fundamentally to the financing of economic growth in Mexico;

2.
That the National Development Plan 2013-2018 establishes as its general objective "To take Mexico to its maximum potential", contemplating as one of the five National Goals the one called "Prosperous Mexico", which has among its objectives "Democratize access to financing for projects with growth potential". In achieving the stated objective, this Administration places emphasis on various Cross-Cutting Strategies, and their respective Lines of Action, within which is found "Carry out the necessary reforms to the legal and regulatory framework of the financial system to democratize credit";

3.
That on January 10, 2014, a new Law to Regulate Financial Groups was published in the Official Gazette of the Federation, in which the regulation applicable to financial groups is perfected, by precisely establishing the bases for the organization of Controlling Companies and the constitution and functioning of Financial Groups;

4.
That in view of the fact that this Ministry approved the integral modification of the corporate bylaws of "Grupo Financiero Banamex, S.A. de C.V.", which was carried out in compliance with Article Fifty-Two, fraction III, of the Decree by which various provisions in financial matters are reformed, added and repealed and the Law to Regulate Financial Groups is issued, published in the Official Gazette of the Federation on January 10, 2014, as well as to contemplate the corporate acts referred to that have been carried out by that financial group, it is necessary to modify the authorization granted to "Grupo Financiero Banamex, S.A. de C.V.", to organize as a Subsidiary Controlling Company and function as a Financial Group;

5.
That the modification to the authorization of "Grupo Financiero Banamex Accival, S.A. de C.V.", published in the Official Gazette of the Federation on October 4, 1999, states that its fixed social capital amounts to $15,095 ' 198,475.00 (Fifteen billion ninety-five million one hundred ninety-eight thousand four hundred seventy-five pesos 00/100 M.N.);

6.
That in addition to the above, any increase or decrease in fixed capital implies a statutory modification, which must be approved by this Ministry of Finance and Public Credit, under the terms of article 20 of the Law to Regulate Financial Groups;

7.
That in order to foster administrative simplification, it is convenient to suppress Article Sixth of the authorization granted to "Grupo Financiero Banamex, S.A. de C.V.", in order to eliminate the reference to the amount to which its social capital amounts, and

8.
That once the information and documentation presented has been analyzed, and after having determined the appropriateness of this modification, this Ministry of Finance and Public Credit issues the following:

RESOLUTION

SOLE ARTICLE.- The authorization for the constitution and functioning of a financial group subsidiary controlled by the company named "Grupo Financiero Banamex, S.A. de C.V." is fully modified, to remain in the following terms:

FIRST.-
In exercise of the power conferred by article 11 of the Law to Regulate Financial Groups, this Ministry authorizes the organization of "Grupo Financiero Banamex, S.A. de C.V." as a Subsidiary Controlling Company and the constitution and functioning of the respective financial group.

SECOND.-
The name of the Subsidiary Controlling Company of the financial group will be "Grupo Financiero Banamex, S.A. de C.V."

THIRD.-
The Subsidiary Controlling Company shall have as its object to participate, directly or indirectly, in the social capital of the financial entities making up the financial group and to establish, through its corporate bodies, the general strategies for the management of the financial group.

FOURTH.-
"Citigroup Inc." will be the owner at all times of shares representing at least fifty-one percent of the social capital of "Grupo Financiero Banamex, S.A. de C.V."

FIFTH.-
The Subsidiary Controlling Company will be the owner, directly or indirectly, of shares representing more than fifty percent of the social capital of the financial entities making up the financial group.

SIXTH.-
The financial group will be made up of the Subsidiary Controlling Company named "Grupo Financiero Banamex, S.A. de C.V." and by the following financial entities:

1.
Banco Nacional de México, S.A., member of Grupo Financiero Banamex;

2.
Seguros Banamex, S.A. de C.V., member of Grupo Financiero Banamex;

3.
Arrendadora Banamex, S.A. de C.V., Multiple Purpose Financial Society, Regulated Entity, member of Grupo Financiero Banamex;

4.
Acciones y Valores Banamex, S.A. de C.V., Brokerage House, member of Grupo Financiero Banamex;

5.
Pensiones Banamex, S.A. de C.V., member of Grupo Financiero Banamex;

6.
Acción Banamex, S.A. de C.V., Multiple Purpose Financial Society, Regulated Entity, member of Grupo Financiero Banamex, and

7.
Afore Banamex, S.A. de C.V., member of Grupo Financiero Banamex.

SEVENTH.-
The domicile of the Subsidiary Controlling Company is Mexico City, Federal District.

EIGHTH.-
The authorization referred to in this Resolution is, by its very nature, non-transferable and it is communicated that the previous commitments assumed by "Citigroup Inc." before the Federal Government remain subsisting.

NINTH.-
The Subsidiary Controlling Company will be subject to inspection and supervision by the National Banking and Securities Commission.

TENTH.-
In what is not expressly stated in this Resolution, "Grupo Financiero Banamex, 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 Groups published in the Official Gazette of the Federation on January 10, 2014, to the Rules for the Establishment of Subsidiaries of Foreign Financial Institutions, to the General Rules of Financial Groups, and to the other norms that by their nature are applicable to it, as well as to all legislation and regulation currently in force applicable to the matter, or that may be issued in the future.

TRANSITIONAL PROVISION

SOLE.- This Resolution will be published in the Official Gazette of the Federation at the expense of "Grupo Financiero Banamex, S.A. de C.V."

Respectfully.

Mexico City, March 30, 2016. - The Head of the Unit, Narciso Antonio Campos Cuevas.-

Rubric.

(R.- 435735)

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