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

DOF: 23/12/2015

RESOLUTION modifying the authorization for the constitution and operation of a financial group subsidiary controlled by the company named Grupo Financiero Barclays México, 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.- General Adjunct Directorate of Banking and Securities.-

Office No. UBVA /0 65/2015.

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

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 and 70 of the Law to Regulate Financial Groups, in exercise of the powers conferred by Article 27, fraction XXXIII of the Internal Regulations of the Ministry of Finance and Public Credit and in attention to the following:

BACKGROUND

Through office 101.- 151 dated March 1, 2006, published in the Official Gazette of the Federation on April 7, 2006, this Ministry authorized "Grupo Financiero Barclays México, S.A. de C.V." to constitute and operate as a financial group subsidiary, in accordance with the provisions of Article 27-D and other applicable provisions of the Law to Regulate Financial Groups;

In accordance with Article Fifty-Two, fraction IV, of the Decree reforming, adding and repealing various provisions in financial matters and issuing the Law to Regulate Financial Groups, published in the Official Gazette of the Federation on January 10, 2014, Controlling Companies and Financial Groups that, upon the entry into force of said Law, have authorization to constitute and operate as such under the repealed Law to Regulate Financial Groups, shall be deemed authorized under Article 11 of the current Law to Regulate Financial Groups as of January 11, 2014;

Through office UBVA/DGABV/363/2015 of May 14, 2015, this Department approved the comprehensive modification of the Bylaws of "Grupo Financiero Barclays México, S.A. de C.V.", in the terms agreed by its Extraordinary General Meeting of Shareholders held on May 27, 2014, notarized through public deed number 177,945 dated April 27, 2015, granted before the notary public Licentiate Cecilio González Márquez, Holder of Public Notary Office number 151 of the Federal District, which was carried out in compliance with the Decree reforming, adding and repealing various provisions in financial matters and issuing the Law to Regulate Financial Groups, published in the Official Gazette of the Federation on January 10, 2014.

CONSIDERING

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

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

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 operation of Financial Groups;

That in view of the fact that this Ministry approved the comprehensive modification of the Bylaws of "Grupo Financiero Barclays México, S.A. de C.V.", which was carried out in compliance with Article Fifty-Two, fraction III, of the Decree reforming, adding and repealing various provisions in financial matters and issuing the Law to Regulate Financial Groups, published in the Official Gazette of the Federation on January 10, 2014, it is necessary to modify the authorization granted to "Grupo Financiero Barclays México, S.A. de C.V." to organize as a Controlling Company and operate as a Financial Group;

That the authorization of "Grupo Financiero Barclays México, S.A. de C.V." states that its minimum fixed capital without right to withdrawal amounts to $1,072,706,220.00 (one billion seventy-two million seven hundred six thousand two hundred twenty pesos, 00/100 national currency);

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, in terms of Article 20 of the Law to Regulate Financial Groups;

That in order to promote administrative simplification, it is convenient to suppress Article Seventh of the authorization granted to "Grupo Financiero Barclays México, S.A. de C.V.", in order to eliminate the reference to the amount of its social capital, and

That after analyzing the information and documentation presented, as well as after having determined the appropriateness of this modification, this Ministry of Finance and Public Credit issues the following:

RESOLUTION

SINGLE.- The authorization for the constitution and operation of a financial group subsidiary controlled by the company named "Grupo Financiero Barclays México, S.A. de C.V." is comprehensively modified, to read as follows:

FIRST.-

In exercise of the power conferred by Article 70 of the Law to Regulate Financial Groups, the organization of "Grupo Financiero Barclays México, S.A. de C.V." as a Subsidiary Controlling Company and the constitution and operation of the respective financial group is authorized.

SECOND.-

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

THIRD.-

The Subsidiary Controlling Company shall have as its purpose to participate, directly or indirectly, in the social capital of the financial entities that are part of the financial group and to establish, through its corporate bodies, the general strategies for the conduct of the financial group.

FOURTH.-

Barclays Bank PLC will be the owner, at all times, of shares representing at least fifty-one percent of the social capital of "Grupo Financiero Barclays México, S.A. de C.V.".

FIFTH.-

"Grupo Financiero Barclays México, S.A. de C.V." will be the owner, directly or indirectly, of shares representing more than fifty percent of the social capital of the financial entities that are part of the financial group.

SIXTH.-

The financial group will be integrated by the Subsidiary Controlling Company named "Grupo Financiero Barclays México, S.A. de C.V." and by the following financial entities:

Barclays Bank México, S.A., Multiple Banking Institution, Grupo Financiero Barclays Mexico, and

Barclays Capital Brokerage House, S.A. de C.V., Grupo Financiero Barclays Mexico.

Likewise, "Grupo Financiero Barclays México, S.A. de C.V." participates in the social capital of Servicios Barclays, S.A. de C.V., which will provide complementary or auxiliary services, predominantly, to said subsidiary controlling company and to the other members of the Financial Group.

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.

NINTH.-

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

TENTH.-

In matters not expressly stated in this Resolution, "Grupo Financiero Barclays México, S.A. de C.V." will be subject to the Political Constitution of the United Mexican States, to the Economic Association Agreement, Political Coordination and Cooperation between the United Mexican States, on the one hand, and the European Community and its member states, on the other, the decision of the Joint Council of said Agreement, to the Law to Regulate Financial Groups, 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 very nature are applicable to it, as well as to all that legislation and regulation currently in force applicable to the matter, or that may be issued in the future.

TRANSITIONAL

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

Respectfully.

Mexico, D.F., October 29, 2015. - The Head of the Unit, Narciso Antonio Campos Cuevas. -

Rubric.

(R.- 424487)

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