Resolution modifying the authorization granted to Grupo Financiero BBVA México, S.A. de C.V. to organize as a Subsidiary Holding Company under the Law for the Regulation of Financial Groups

DOF: 28/02/2025

RESOLUTION modifying the authorization granted to Grupo Financiero BBVA México, S.A. de C.V.

A seal with the National Coat of Arms appears on the margin, which reads: United Mexican States.- Treasury.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Unit of Banking, Securities and Savings.- Office No. UBVA/287/2024.

RESOLUTION BY WHICH THE AUTHORIZATION GRANTED TO "GRUPO FINANCIERO BBVA MÉXICO, S.A. DE C.V." TO ORGANIZE AS A SUBSIDIARY HOLDING COMPANY UNDER THE LAW FOR THE REGULATION OF FINANCIAL GROUPS AND THE CONSTITUTION AND OPERATION OF THE RESPECTIVE FINANCIAL GROUP 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 XXXII of the Organic Law of the Federal Public Administration and 11, fourth paragraph of the Law for the Regulation of Financial Groups, in exercise of the powers conferred upon it by Article 15, fraction XXXI of the Internal Regulations of the Ministry of Finance and Public Credit and in view of the following:

BACKGROUND

I.

"Grupo Financiero BBVA México, S.A. de C.V." is a society 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 for the Regulation of Financial Groups in force until January 10, 2014, whose authorization was last modified by Resolution UBVA/043/2017 dated August 25, 2017, published in the Official Gazette of the Federation on October 5, 2017.

II.

By letter 312-1/254/2020 dated September 4, 2020, the National Banking and Securities Commission, among others, approved the change of corporate name of "BBVA Bancomer, S.A., Multiple Banking Institution, Financial Group BBVA Bancomer" to "BBVA México, S.A., Multiple Banking Institution, Financial Group BBVA México".

III.

By letter 312-1/255/2020 dated September 4, 2020, the National Banking and Securities Commission, among others, approved the change of corporate name of "Casa de Bolsa BBVA Bancomer, S.A. de C.V., Financial Group BBVA Bancomer" to "Casa de Bolsa BBVA México, S.A. de C.V., Financial Group BBVA México".

IV.

By letter 312-1/256/2020 dated September 4, 2020, the National Banking and Securities Commission, among others, approved the change of corporate name of "BBVA Bancomer Gestión, S.A. de C.V., Investment Fund Operating Company, Financial Group BBVA Bancomer" to "BBVA Asset Management México, S.A. de C.V., Investment Fund Operating Company, Financial Group BBVA México".

V.

By letter UBVA/045/2021 dated March 19, 2021, the Unit of Banking, Securities and Savings approved the modification of the first article of the bylaws of "Grupo Financiero BBVA Bancomer, S.A. de C.V." to reflect its current corporate name "Grupo Financiero BBVA México, S.A. de C.V."

VI.

By letter UBVA/046/2021 dated March 19, 2021, the Unit of Banking, Securities and Savings approved the modification of the bylaws of "BBVA Bancomer Operadora, S.A. de C.V." to reflect its current corporate name "BBVA Operadora México, S.A. de C.V."

VII.

By letter UBVA/047/2021 dated March 19, 2021, the Unit of Banking, Securities and Savings approved the modification of the bylaws of "BBVA Bancomer Servicios Administrativos, S.A. de C.V." to reflect its current corporate name "BBVA Servicios Administrativos México, S.A. de C.V."

VIII.

By letter No. 06-C00-41100-12123/2021 dated June 15, 2021, the National Insurance and Bonds Commission, among others, approved the change of corporate name of "BBVA Bancomer Seguros Salud, S.A. de C.V., Financial Group BBVA Bancomer" to "BBVA Seguros Salud México, S.A. de C.V., Financial Group BBVA México".

IX.

By letter No. 06-C00-41100-12124/2021 dated June 15, 2021, the National Insurance and Bonds Commission, among others, approved the change of corporate name of "Pensiones BBVA Bancomer, S.A. de C.V., Financial Group BBVA Bancomer" to "BBVA Pensiones México, S.A. de C.V., Financial Group BBVA México".

X.

By letter No. 06-C00-41100-12125/2021 dated June 15, 2021, the National Insurance and Bonds Commission, among others, approved the change of corporate name of "Seguros BBVA Bancomer, S.A. de C.V., Financial Group BBVA Bancomer" to "BBVA Seguros México, S.A. de C.V., Financial Group BBVA México".

XI.

By letter UBVA/052/2022 dated March 28, 2022, the Unit of Banking, Securities and Savings approved the modification of the second article of the bylaws, as well as the single responsibility agreement of "Grupo Financiero BBVA México, S.A. de C.V.", to update the names of the financial entities that are part of that Financial Group and of the service providers.

XII.

By letter UBVA/CBV/486/2023 dated November 9, 2023, the Unit of Banking, Securities and Savings authorized "Grupo Financiero BBVA México, S.A. de C.V." to reduce its participation in the share capital of "BBVA Servicios Administrativos México, S.A. de C.V." and "BBVA Operadora México, S.A. de C.V." to zero.

XIII.

By letter UBVA/CBV/104/2024 dated April 16, 2024, the Unit of Banking, Securities and Savings approved the modification of the second article of the bylaws of "Grupo Financiero BBVA México, S.A. de C.V.", to eliminate the reference to the societies "BBVA Servicios Administrativos México, S.A. de C.V." and "BBVA Operadora México, S.A. de C.V."

CONSIDERING

That the Ministry of Finance and Public Credit, through the Unit of Banking, Securities and Savings, in exercise of the authority conferred by Article 15, fraction XXXI of the Internal Regulations of this Ministry, is competent to modify the authorization granted to organize as a Holding Company under the Law for the Regulation of Financial Groups and the constitution and operation of the respective Financial Group, in accordance with Article 11 of the Law for the Regulation of Financial Groups;

That in accordance with Article 12 of the Law for the Regulation of 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 shall also be part of the financial group;

That as a result of the modifications referred to in antecedents II, III, IV, V, VI, VII, VIII, IX, X, XI, XII and XIII of this resolution, it is necessary to modify the authorization granted to that Financial Group, for the organization of that Subsidiary Holding Company and the constitution and operation of the respective Financial Group;

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

SOLE ARTICLE.- The authorization granted to "Grupo Financiero BBVA México, S.A. de C.V." to organize as a Holding Company and operate as a financial group is fully modified, to remain fully in the following terms:

FIRST.-

In exercise of the power conferred by Article 70 of the Law for the Regulation of Financial Groups, this Ministry authorizes the organization of "Grupo Financiero BBVA México, 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 México, 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 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, more than fifty-one percent of the share capital of "Grupo Financiero BBVA México, S.A. de C.V."

FIFTH.-

"Grupo Financiero BBVA México, S.A. de C.V." shall own, directly or indirectly, shares representing more than fifty percent of the share 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 México, S.A. de C.V." and by the following financial entities:

BBVA México, S.A., Multiple Banking Institution, Financial Group BBVA México;

Casa de Bolsa BBVA México, S.A. de C.V., Financial Group BBVA México;

BBVA Seguros México, S.A. de C.V., Financial Group BBVA México;

BBVA Pensiones México, S.A. de C.V., Financial Group BBVA México;

BBVA Seguros Salud México, S.A. de C.V., Financial Group BBVA México;

BBVA Asset Management México, S.A. de C.V., Investment Fund Operating Company, Financial Group BBVA México.

SEVENTH.-

The domicile of the Subsidiary Holding Company shall be 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 México, S.A. de C.V." shall 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, to the decision of the Joint Council of said agreement, to the Law for the Regulation of Financial Groups, to the Rules for the Establishment of Subsidiaries of Foreign Financial Institutions, to the General Rules of Financial Groups, and to other norms that by their 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

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

Respectfully,

Mexico City, November 25, 2024.- The Head, Alfredo Federico Navarrete Martínez.-

Signature.

(R.- 561288)

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