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

DOF: 01/09/2017

RESOLUTION by which the authorization for the constitution and operation of a financial group subsidiary controlled by the company named J.P. Morgan Grupo Financiero, S.A. de C.V. is modified.

A seal with the National Coat of Arms appears on 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/064/2015.

Resolution by which the authorization for the constitution and operation of a financial group subsidiary controlled by the company named J.P. Morgan Grupo Financiero, S.A. de C.V. is modified.

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 upon it by Article 27, fraction XXXIII, of the Internal Regulations of the Ministry of Finance and Public Credit and in view of the following:

BACKGROUND

1.

By office 101.-2399 dated November 21, 1994, published in the Official Gazette of the Federation on November 28, 1994, this Ministry authorized "Grupo Financiero Chemical, S.A. de C.V." to constitute itself as a subsidiary holding company and to operate as a financial group, in accordance with the provisions of Article 27-D of the Law to Regulate Financial Groups in force until January 10, 2014.

2.

By office 102-E-367-DGBM-IV-1364 dated March 29, 1996, published in the Official Gazette of the Federation on April 22, 1996, this Ministry modified the authorization referred to in the previous Background item, to contemplate, among other things, the change of name from "Grupo Financiero Chemical, S.A. de C.V." to "Grupo Financiero Chase, S.A. de C.V."

3.

By office 101.-633 of April 17, 2001, this Ministry authorized the merger of "Grupo Financiero Chase, S.A. de C.V." as the merging entity with "J.P. Morgan Grupo Financiero, S.A. de C.V." as the merged entity, as well as the merger of "Chase Manhattan Bank México, S.A., Multiple Banking Institution, Grupo Financiero Chase" as the surviving merging entity with "Banco J.P. Morgan, S.A., Multiple Banking Institution, J.P. Morgan Grupo Financiero".

4.

By office DGBA/DGABM/293/2001 of May 11, 2001, this Ministry approved the total reform of the corporate bylaws of "Grupo Financiero Chase, S.A. de C.V." and "Chase Manhattan Bank México, S.A. Multiple Banking Institution, Grupo Financiero Chase", in order to contemplate, among other things, their change of name to "J.P. Morgan Grupo Financiero, S.A. de C.V." and "Banco J.P. Morgan, S.A., Multiple Banking Institution, J.P. Morgan Grupo Financiero", respectively.

5.

By office 366-III-3115.-724.1/318728 of June 19, 2001, published in the Official Gazette of the Federation on July 19, 2001, this Ministry authorized the merger of "Chase Casa de Bolsa, S.A. de C.V., Grupo Financiero Chase" as the merging entity, with "J.P. Morgan Casa de Bolsa, S.A. de C.V., J.P. Morgan Grupo Financiero" as the merged entity.

6.

By office DGA-1065-1565 dated September 18, 2001, the National Banking and Securities Commission approved the comprehensive reform of the corporate bylaws of "Chase Casa de Bolsa, S.A. de C.V., Grupo Financiero Chase", in which its change of name to "J.P. Morgan Casa de Bolsa, S.A. de C.V., J.P. Morgan Grupo Financiero" stands out.

7.

In accordance with 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, Holding Companies and Financial Groups that, upon the entry into force of this Law, have authorization to constitute and operate as such in accordance with the repealed Law to Regulate Financial Groups, shall be deemed authorized under Article 11 of the current Law to Regulate Financial Groups from January 11, 2014.

8.

By office number UBVA/DGABV/747/2015 of July 31, 2015, this Ministry approved the comprehensive modification of the Corporate Bylaws of "J.P. Morgan Grupo Financiero, S.A. de C.V." on the terms agreed by its Extraordinary General Shareholders' Meeting held on June 29, 2015, formalized through Public Deed No. 74,100 of July 9, 2015, granted before the notary of Lic. Roberto Núñez y Bandera, Holder of Public Notary No. 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 so-called "Prosperous Mexico", which has among its objectives "Democratize access to financing for projects with growth potential". In achieving the stated objective, the current Administration places emphasis on various Cross-Cutting Strategies and their respective Lines of Action, among which is "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 Holding Companies and the constitution and operation of Financial Groups;

4.

That in view of the fact that this Ministry approved the comprehensive modification of the Corporate Bylaws of "J.P. Morgan Grupo Financiero, 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 carried out by that Financial Group, it is necessary to modify the authorization for the constitution and operation of a financial group subsidiary controlled by the company named "J.P. Morgan Grupo Financiero, S.A. de C.V.";

5.

That the modification to the authorization of "J.P. Morgan Grupo Financiero, S.A. de C.V.", published in the Official Gazette of the Federation on April 22, 1996, states that its fixed minimum social capital without right to withdrawal amounts to the sum of $205,000,000.00 (two hundred five million 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, in terms of Article 20 of the Law to Regulate Financial Groups;

7.

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

8.

That after analyzing the information and documentation presented, as well as after having determined the appropriateness of the present 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 "J.P. Morgan Grupo Financiero, S.A. de C.V." is fully modified, to remain as follows:

FIRST:

In exercise of the power conferred by Article 70 of the Law to Regulate Financial Groups, this Ministry authorizes the organization of "J.P. Morgan Grupo Financiero, S.A. de C.V." as a Subsidiary Holding Company and the constitution and operation of the respective financial group.

SECOND:

The name of the Subsidiary Holding Company of the Financial Group will be "J.P. Morgan Grupo Financiero, S.A. de C.V."

THIRD:

The Subsidiary Holding 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 management of the financial group.

FOURTH:

J.P. Morgan International Finance Limited shall at all times own shares representing at least fifty-one percent of the social capital of "J.P. Morgan Grupo Financiero, S.A. de C.V."

FIFTH:

The Subsidiary Holding Company shall at all times own shares representing more than fifty percent of the social capital of each of the members of the financial group.

SIXTH:

The financial group shall be composed of the Subsidiary Holding Company named "J.P. Morgan Grupo Financiero, S.A. de C.V.", and by the following financial entities:

1.
Banco J.P. Morgan, S.A., Multiple Banking Institution, J.P. Morgan Grupo Financiero.

2.
J.P. Morgan Casa de Bolsa, S.A. de C.V., J.P. Morgan Grupo Financiero.

SEVENTH:

The domicile of the Subsidiary Holding Company shall be Mexico City, Federal District.

EIGHTH:

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

NINTH:

The Subsidiary Holding Company shall be subject to inspection and supervision by the National Banking and Securities Commission.

TENTH:

In matters not expressly stated in this Resolution, "J.P. Morgan Grupo Financiero, S.A. de C.V." shall be subject to the Political Constitution of the United Mexican States, 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, as well as to all legislation and regulation currently in force applicable to the matter, or that may be issued in the future.

TRANSITIONAL

SINGLE.-

This Resolution shall be published in the Official Gazette of the Federation at the expense of "J.P. Morgan Grupo Financiero, S.A. de C.V."

Respectfully,

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

Rubric.

(R.- 455199)

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