Resolution modifying the authorization granted to Grupo Financiero Banamex, S.A. de C.V. (currently Grupo Financiero Citibanamex, S.A. de C.V.) to organize as a Subsidiary Holding Company under the Law to Regulate Financial Groups

DOF: 08/02/2019

RESOLUTION modifying the authorization granted to "Grupo Financiero Banamex, S.A. de C.V." to organize as a Subsidiary Holding Company in terms of the Law to Regulate Financial Groups and the constitution and functioning of the respective financial group.

At the margin, a seal with the National Coat of Arms, which says: United Mexican States.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Unit of Banking, Securities and Savings.- Office No. UBVA/083/2018.

Resolution modifying the authorization granted to "Grupo Financiero Banamex, S.A. de C.V." to organize as a Subsidiary Holding Company in terms of the Law to Regulate Financial Groups and the constitution and functioning of the respective financial group.

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; 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 Branches of Foreign Financial Institutions, the General Rules of Financial Groups, and, 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

1.

This Ministry of Finance and Public Credit through the then General Directorate of Insurance and Securities, by office 102-E-366-DGSV-4029 of 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.", in terms of the Law to Regulate Financial Groups in force at that time. The aforementioned authorization was last modified by Resolution UBVA/017/2016 of March 30, 2016, published in the Official Gazette of the Federation on August 15, 2016, from which it is derived that the denomination of the aforementioned Financial Group is "Grupo Financiero Banamex, S.A. de C.V.".

2.

By office UBVA/DGABV/436/2015 of May 28, 2015, this Department, through the Deputy General Directorate of Banking and Securities, approved the comprehensive modification of the bylaws of "Grupo Financiero Banamex, S.A. de C.V.", in the terms agreed by that Holding Company in its Unanimous Shareholders' Resolutions adopted outside of a meeting, dated June 30, 2014, notarized by public deed number 73,681 of May 19, 2015, granted before the notary of Lic. Roberto Núñez y Bandera, Holder of Notary Office number 1 with exercise in the Federal District, now Mexico City, to eliminate the reference to "Acción Banamex, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, integrante de Grupo Financiero Banamex", due to its dissolution and liquidation.

3.

By office UBVA/DGABV/112/2017 of February 9, 2017, this Ministry, through the Deputy General Directorate of Banking and Securities, based on the provisions of article 20 of the Law to Regulate Financial Groups, approved the modification of the bylaws of "Grupo Financiero Banamex, S.A. de C.V.", in the terms agreed by that Holding Company in its Unanimous Shareholders' Resolutions adopted outside of a meeting, dated March 28, 2016, notarized by public deed number 78,625 of December 15, 2016, granted before the same Notary as the previous one, to contemplate, among others, the change of denomination of the following societies:

a)

"Impulsora de Fondos Banamex, S.A. de C.V., Sociedad Operadora de Sociedades de Inversión", to remain as "Impulsora de Fondos Banamex, S.A. de C.V., Sociedad Operadora de Fondos de Inversión, integrante del Grupo Financiero Banamex".

b)

"Tarjetas Banamex, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada", to remain as "Tarjetas Banamex, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, integrante del Grupo Financiero Banamex".

4.

By office UBVA/DGABV/352/2017 dated May 29, 2017, this Unit of Banking, Securities and Savings, through the Deputy General Directorate of Banking and Securities, based on article 20 of the Law to Regulate Financial Groups, approved the modification of the bylaws of "Grupo Financiero Banamex, S.A. de C.V.", to reflect its new corporate denomination as "Grupo Financiero Citibanamex, S.A. de C.V.", in the terms agreed by that Holding Company in its Unanimous Shareholders' Resolutions adopted outside of a meeting, dated March 29, 2017, notarized by public deed number 79,702 of April 27, 2017, granted before the same Notary as the previous ones.

5.

By offices UBVA/DGABV/759/2017 and UBVA/DGAAF/208/2017 dated October 17, 2017, published in the Official Gazette of the Federation on January 2, 2018, this Unit of Banking, Securities and Savings, through the Deputy General Directorates of Banking and Securities and of Financial Analysis and International Linkage, based on articles 16 in relation to 19, first and last paragraphs and 20 of the Law to Regulate Financial Groups, authorized the separation of "Servicios Financieros Soriana, S.A.P.I. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada" as a financial entity integrated into "Grupo Financiero Citibanamex, S.A. de C.V.", in the terms agreed by that Holding Company in its Unanimous Shareholders' Resolutions adopted outside of a meeting, held on September 29, 2017, notarized by public deed number 81,156 of October 3, 2017, granted before the Notary mentioned.

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 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 objective, 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".

3.

That in accordance with article 12, fifth paragraph, of the Law to Regulate Financial Groups, financial entities in whose share capital a multiple banking institution, a brokerage house, or an insurance institution participates with more than fifty percent, will also be members of the financial group.

4.

That in view of the fact that this Ministry authorized the separation and approved the reform of the bylaws in the terms indicated in antecedents 2, 3, 4 and 5 of this Resolution, it is necessary to modify the authorization granted to "Grupo Financiero Banamex, S.A. de C.V." to organize as a Subsidiary Holding Company and function as a Financial Group.

5.

That in accordance with the "Decree declaring reformed and derogated various provisions of the Political Constitution of the United Mexican States, in matters of the political reform of Mexico City", published in the Official Gazette of the Federation on January 29, 2016, the "Federal District" will be called "Mexico City" and is elevated to the rank of a federal entity.

6.

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

RESOLUTION

SINGLE.- Articles First, Second, Fourth, Sixth and Seventh of the authorization granted to "Grupo Financiero Banamex, S.A. de C.V." to organize as a Subsidiary Holding Company, in terms of the Law to Regulate Financial Groups and the constitution and functioning of the respective financial group, are modified, to remain entirely in the following terms:

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 Citibanamex, S.A. de C.V." as a Subsidiary Holding Company and the constitution and functioning of the respective financial group.

SECOND.-

The denomination of the Subsidiary Holding Company of the financial group will be "Grupo Financiero Citibanamex, S.A. de C.V.".

THIRD.-

The Subsidiary Holding Company shall have as its purpose to participate, directly or indirectly, in the share capital of the financial entities integrated into the financial group and to establish, through its corporate bodies, the general strategies for the management of the financial group.

FOURTH.-

"Citigroup Inc." shall be the owner at all times of shares representing at least fifty-one percent of the share capital of "Grupo Financiero Citibanamex, S.A. de C.V.".

FIFTH.-

The Subsidiary Holding Company shall be the owner, directly or indirectly, of shares representing more than fifty percent of the share capital of the financial entities integrated into the financial group.

SIXTH.-

The financial group shall be integrated by the Subsidiary Holding Company named "Grupo Financiero Citibanamex, 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., Sociedad Financiera de Objeto Múltiple, 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.
Afore Banamex, S.A. de C.V., member of Grupo Financiero Banamex;

7.
Tarjetas Banamex, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Regulated Entity, member of Grupo Financiero Banamex, and

8.
Impulsora de Fondos Banamex, S.A. de C.V., Investment Fund Operator Company, member of Grupo Financiero Banamex.

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 the inspection and supervision of the National Banking and Securities Commission.

TENTH.-

In what is not expressly stated in this Resolution, "Grupo Financiero Citibanamex, S.A. de C.V." shall 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, to the Rules for the Establishment of Branches of Foreign Financial Institutions, to the General Rules of Financial Groups, and to the other norms applicable by their nature, as well as to all that legislation and regulation in force applicable to the matter, or that which is issued in the future.

TRANSITIONAL

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

Respectfully,

Mexico City, August 13, 2018.- The Head of the Unit, Emilio Fueyo Saldaña.- Signature.

(R.- 477551)

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