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

DOF: 05/10/2017

RESOLUTION modifying the authorization for the constitution and operation of a financial group subsidiary controlled by the company named Grupo Financiero BBVA Bancomer, S.A. de C.V.

A seal with the National Emblem, stating: 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.- Official Document No. UBVA/043/2017.

Resolution modifying the authorization for the constitution and operation of a financial group subsidiary controlled by the company named "Grupo Financiero BBVA Bancomer, 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 consideration of the following:

BACKGROUND

"Grupo Financiero BBVA Bancomer, S.A. de C.V.", is a company authorized by this Ministry to constitute and operate as a subsidiary holding company of a financial group, in accordance with the provisions of the Law to Regulate Financial Groups in force until January 10, 2014, whose authorization was last modified by Resolution UBVA/090/2010 dated November 3, 2010, published in the Official Gazette of the Federation on December 7, 2010;

By official document UBVA/DGABV/443/2015 dated June 1, 2015, this Department approved the modification of the bylaws of "Grupo Financiero BBVA Bancomer, S.A. de C.V.", in the terms agreed by its Extraordinary General Shareholders' Meeting held on June 5, 2014, notarized by public deed number 113,105 dated May 25, 2015, granted before the notary public Licentiate Carlos de Pablo Serna, Holder of Public Notary Office number 137 in the Federal District (now Mexico City), 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, to include among other things, the change of name from "Preventis, S.A. de C.V., Grupo Financiero BBVA Bancomer" to "BBVA Bancomer Seguros Salud, S.A. de C.V., Grupo Financiero BBVA Bancomer";

By official document UBVA/094/2016 of December 21, 2016, this Ministry authorized, among other things, the merger of "BBVA Bancomer, S.A., Multiple Banking Institution, Grupo Financiero BBVA Bancomer" in its capacity as the surviving merging company with "Hipotecaria Nacional, S.A. de C.V., Multiple Purpose Financial Company, Regulated Entity, Grupo Financiero BBVA Bancomer", in its capacity as the extinguished merged company;

By official document UBVA/DGABV/146/2017 of February 28, 2017, this Ministry approved the modification of article two of the bylaws of "Grupo Financiero BBVA Bancomer, S.A. de C.V.", to eliminate the reference to "Hipotecaria Nacional, S.A. de C.V., Multiple Purpose Financial Company, Regulated Entity, Grupo Financiero BBVA Bancomer", resulting from the merger referred to in the previous Background item, as well as to include the change of name from "BBVA Bancomer Gestión, S.A. de C.V., Investment Company Operating Company, Grupo Financiero BBVA Bancomer" to "BBVA Bancomer Gestión, S.A. de C.V., Investment Fund Operating Company, Grupo Financiero BBVA Bancomer";

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, Holding Companies and Financial Groups that, upon the entry into force of said 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 Law to Regulate Financial Groups in force from January 11, 2014, and

CONSIDERATIONS

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 "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 object, this Administration emphasizes 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 Holding Companies and the constitution and operation of Financial Groups;

That in view of the fact that this Ministry approved the modification of the bylaws of "Grupo Financiero BBVA Bancomer, 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, to include among other things, the current names of "BBVA Bancomer Seguros Salud, S.A. de C.V., Grupo Financiero BBVA Bancomer" and "BBVA Bancomer Gestión, S.A. de C.V., Investment Fund Operating Company, Grupo Financiero BBVA Bancomer", as well as to include the extinction by merger of "Hipotecaria Nacional, S.A. de C.V., Multiple Purpose Financial Company, Grupo Financiero BBVA Bancomer", it is necessary to modify the authorization granted to "Grupo Financiero BBVA Bancomer, S.A. de C.V." to organize as a Subsidiary Holding Company and operate as a Financial Group;

That the authorization of "Grupo Financiero BBVA Bancomer, S.A. de C.V." states that its fixed minimum social capital without right to withdrawal amounts to $458,815,031.07 (four hundred fifty-eight million eight hundred fifteen thousand thirty-one pesos 07/100 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 Seven of the authorization granted to "Grupo Financiero BBVA Bancomer, S.A. de C.V.", to eliminate the reference to the amount of its social capital, and

That after analyzing the information and documentation presented, and 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 BBVA Bancomer, S.A. de C.V." is fully modified, to read 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 "Grupo Financiero BBVA Bancomer, 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 shall be "Grupo Financiero BBVA Bancomer, 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.-

"Banco Bilbao Vizcaya Argentaria, S.A." shall own, at all times, shares representing at least fifty-one percent of the social capital of "Grupo Financiero BBVA Bancomer, S.A. de C.V.".

FIFTH.-

"Grupo Financiero BBVA Bancomer, S.A. de C.V." shall own, directly or indirectly, 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 shall be integrated by the Subsidiary Holding Company named "Grupo Financiero BBVA Bancomer, S.A. de C.V." and by the following financial entities:

BBVA Bancomer, S.A., Multiple Banking Institution, Grupo Financiero BBVA Bancomer;

BBVA Bancomer Brokerage House, S.A. de C.V., Grupo Financiero BBVA Bancomer;

BBVA Bancomer Insurance, S.A. de C.V., Grupo Financiero BBVA Bancomer;

BBVA Bancomer Pensions, S.A. de C.V., Grupo Financiero BBVA Bancomer;

BBVA Bancomer Health Insurance, S.A. de C.V., Grupo Financiero BBVA Bancomer;

BBVA Bancomer Management, S.A. de C.V., Investment Fund Operating Company, Grupo Financiero BBVA Bancomer;

Likewise, the company participates in the majority of the social capital of "BBVA Bancomer Operator, S.A. de C.V." and "BBVA Bancomer Administrative Services, S.A. de C.V.", which will provide to Grupo Financiero BBVA Bancomer, S.A. de C.V. and to the other members of said Financial Group, predominantly, complementary or auxiliary services.

SEVENTH.-

The domicile of the Subsidiary Holding Company is Mexico City.

EIGHTH.-

The authorization referred to in this Resolution is, by its very nature, non-transferable.

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, "Grupo Financiero BBVA Bancomer, S.A. de C.V." shall be subject to the Political Constitution of the United Mexican States, to the Economic Association Agreement, Political Concertation 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 Rules, 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 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 "Grupo Financiero BBVA Bancomer, S.A. de C.V.".

Respectfully.

Mexico City, August 25, 2017.- The Head of the Unit, José Bernardo González Rosas.-

Rubric.

(R.- 456584)

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