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

DOF: 19/10/2018

RESOLUTION by which the authorization granted to "Grupo Financiero Inbursa, S.A. de C.V." 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 is modified.

At the margin, a seal with the National Emblem, which reads: United Mexican States.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Unit of Banking, Securities and Savings.- Letter No. UBVA/106/2018.

Resolution by which the authorization granted to "Grupo Financiero Inbursa, S.A. de C.V." 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 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 11 of the Law for the Regulation of 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 consideration of the following:

BACKGROUND

1.

By letter 102-E-366-DGSV-493 dated March 10, 1992, published in the Official Gazette of the Federation on April 28, 1992, this Ministry authorized "Grupo Financiero Inbursa, S.A. de C.V." to constitute and operate as a financial group, in accordance with the provisions of Article 6 of the Law for the Regulation of Financial Groups in force on January 10, 2014.

The aforementioned authorization was last modified by Resolution UBA/013/2004 dated March 3, 2004, published in the Official Gazette of the Federation on April 13, 2004.

2.

By letter UBA/DGABM/1197/2007 dated August 13, 2007, this Ministry, through the then Unit of Banking and Savings, based on Articles 17 and 32 of the Law for the Regulation of Financial Groups in force on January 10, 2014, approved, among other things, the following:

A)

The comprehensive modification of the bylaws of "Grupo Financiero Inbursa, S.A. de C.V.", in the terms agreed upon by that Holding Company at its Extraordinary General Shareholders' Meeting held on December 14, 2006, notarized by public deed number 36,872 dated July 31, 2007, granted before the notary public Lic. Carlos Antonio Morales Montes de Oca, Holder of Public Notary Office number 227 of the then Federal District, now Mexico City, in order to adapt said legal instrument to the provisions of the Securities Market Law, published in the Official Gazette of the Federation on December 30, 2005, highlighting its change of name to become "Grupo Financiero Inbursa, S.A.B. de C.V.".

B)

The modification of Article Two of the bylaws of "Grupo Financiero Inbursa, S.A. de C.V.", in the terms agreed upon by that Holding Company at its Extraordinary General Shareholders' Meeting held on April 26, 2007, notarized by public deed number 36,874 dated July 31, 2007, granted before the same Notary referred to in the previous paragraph, in order to reflect the change of name of "Arrendadora Financiera Inbursa, S.A. de C.V., Auxiliary Credit Organization, Grupo Financiero Inbursa" to "Arrendadora Financiera Inbursa, S.A. de C.V., Multiple-Object Financial Company, Regulated Entity, Grupo Financiero Inbursa", due to its conversion to the regime of a multiple-object financial company, regulated entity.

3.

By letter UBA/DGABV/867/2010 dated October 7, 2010, this Unit of Banking, Securities and Savings, based on Articles 17 and 32 of the Law for the Regulation of Financial Groups in force on January 10, 2014, approved, among other things, the modification of Article Two of the bylaws of "Grupo Financiero Inbursa, S.A.B. de C.V.", in order to contemplate the change of name of "Arrendadora Financiera Inbursa, S.A. de C.V., Multiple-Object Financial Company, Regulated Entity, Grupo Financiero Inbursa" to "Sociedad Financiera Inbursa, S.A. de C.V., Multiple-Object Financial Company, Regulated Entity, Grupo Financiero Inbursa", in the terms agreed upon by that Holding Company at its Extraordinary General Shareholders' Meeting held on April 30, 2010, notarized by public deed number 56,639 dated September 13, 2010, granted before the same Notary referred to above.

4.

By letter 312-2/13745/2015 dated March 17, 2015, the National Banking and Securities Commission approved the bylaw reform of "Operadora Inbursa de Sociedades de Inversión, Variable Capital Anonymous Company, Grupo Financiero Inbursa", in order to contemplate, among other things, the change of its corporate name to "Operadora Inbursa de Fondos de Inversión, Variable Capital Anonymous Company, Grupo Financiero Inbursa", in compliance with the provisions of Article Thirty-Eighth, fraction VI of the Decree by which various provisions in financial matters are reformed, added and repealed and the Law for the Regulation of Financial Groups is issued, published in the Official Gazette of the Federation on January 10, 2014, in which, among other things, the Investment Companies Law is modified to become the Investment Funds Law.

5.

By letter UBVA/DGABV/477/2015 dated June 5, 2015, this Department, based on Article 20 of the Law for the Regulation of Financial Groups, approved the comprehensive modification of the Bylaws of "Grupo Financiero Inbursa, S.A.B. de C.V.", in the terms agreed upon by that Holding Company at its Extraordinary General Shareholders' Meeting held on April 30, 2014, notarized by public deed number 93,309 dated May 28, 2015, granted before the notary public Lic. Javier Ceballos Lujambio, Holder of Public Notary Office number 110 of the then Federal District, now Mexico City, which was carried out in compliance with the Decree by which various provisions in financial matters are reformed, added and repealed and the Law for the Regulation of Financial Groups is issued, published in the Official Gazette of the Federation on January 10, 2014.

6.

By letter UBVA/010/2016 dated February 12, 2016, published in the Official Gazette of the Federation on March 8, 2016, this Department, based on the provisions of Articles 15 and 20 of the Law for the Regulation of Financial Groups, authorized and approved, in the terms agreed upon by that Holding Company at its Extraordinary General Shareholders' Meeting held on December 8, 2015, notarized by public deed number 95,739 dated December 17, 2015, granted before the same Notary referred to in the previous Background item, among other things, the following:

A)

The indirect incorporation of "FC Financial, S.A. de C.V., SOFOM, E.R., Grupo Financiero Inbursa" into "Grupo Financiero Inbursa, S.A.B. de C.V.".

B)

The modification of Article Two of the Bylaws of "Grupo Financiero Inbursa, S.A.B. de C.V.", in order to contemplate:

• The indirect incorporation of "FC Financial, S.A. de C.V., SOFOM, E.R., Grupo Financiero Inbursa".

• Changes in the names of the financial entities that are part of the financial group due to the financial reform.

7.

By letter UBVA/090/2016 dated December 19, 2016, published in the Official Gazette of the Federation on April 5, 2017, this Unit of Banking, Securities and Savings, based on Articles 17 in relation to 19, first and last paragraphs and 20 of the Law for the Regulation of Financial Groups, authorized and approved, among other things, the following:

A)

The merger of "Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa", as the merging company, with "Seguros de Crédito Inbursa, S.A.", as the merged company that is extinguished, in the terms agreed upon by said Companies at their Extraordinary General Shareholders' Meetings held on October 13, 2016 and notarized by public deed number 98,966 dated November 9, 2016, granted before the same Notary as the previous ones.

B)

The modification of Article Two of the Bylaws of "Grupo Financiero Inbursa, S.A.B. de C.V.", in the terms agreed upon by that Holding Company at its Extraordinary General Shareholders' Meeting held on October 13, 2016, notarized by public deed number 98,967 dated November 9, 2016, granted before the same Notary mentioned above, in order to eliminate the reference to "Seguros de Crédito Inbursa, S.A.".

8.

By letter UBVA/030/2017 dated April 20, 2017, published in the Official Gazette of the Federation on June 1, 2017, this Department, based on Articles 17 in relation to 19, first and last paragraphs and 20 of the Law for the Regulation of Financial Groups, authorized and approved, among other things, the following:

A)

The merger of "CF Credit Services, S.A. de C.V., Multiple-Object Financial Company, Regulated Entity, Grupo Financiero Inbursa", as the merging company, with "Sociedad Financiera Inbursa, S.A. de C.V., Multiple-Object Financial Company, Regulated Entity, Grupo Financiero Inbursa", as the merged company that is extinguished, adopting the merging company the name of "SOFOM Inbursa, S.A. de C.V., Multiple-Object Financial Company, Regulated Entity, Grupo Financiero Inbursa", in the terms agreed upon by both companies at their respective Extraordinary General Shareholders' Meetings held on November 17, 2016, whose minutes were notarized by public deed number 99,135 dated November 25, 2016, granted before the same Notary referred to above.

B)

The modification of Article Two of the Bylaws of "Grupo Financiero Inbursa, S.A.B. de C.V.", in the terms agreed upon by that Holding Company at its Extraordinary General Shareholders' Meeting held on November 17, 2016, notarized by public deed number 99,136 dated November 25, 2016, granted before the same Notary mentioned above, in order to eliminate the reference to "Sociedad Financiera Inbursa, S.A. de C.V., Multiple-Object Financial Company, Regulated Entity, Grupo Financiero Inbursa", as well as the change of name of "CF Credit Services, S.A. de C.V., Multiple-Object Financial Company, Regulated Entity, Grupo Financiero Inbursa" to "SOFOM Inbursa, S.A. de C.V., Multiple-Object Financial Company, Regulated Entity, Grupo Financiero Inbursa".

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 one 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 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".

3.

That on January 10, 2014, a new Law for the Regulation of 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 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 for the Regulation of 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 said Law, have authorization to constitute and operate as such under the repealed Law for the Regulation of Financial Groups, shall be deemed authorized under Article 11 of the Law for the Regulation of Financial Groups in force from January 11, 2014.

5.

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 50% shall also be part of the financial group.

6.

That Article 81 of the Law for the Regulation of Financial Groups establishes that investments made, among others, in securities representing the share capital of Service Providers and Real Estate companies, shall not be considered part of the financial group in question.

7.

That in view of the fact that this Ministry approved the comprehensive modification of the Bylaws of "Grupo Financiero Inbursa, S.A.B. 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 for the Regulation of Financial Groups is issued, published in the Official Gazette of the Federation on January 10, 2014, as well as to contemplate the corporate acts and mergers referred to in the background of this letter, it is necessary to modify the authorization granted to "Grupo Financiero Inbursa, S.A. de C.V." to organize as a Holding Company and operate as a Financial Group.

8.

That the last modification to the authorization of "Grupo Financiero Inbursa, S.A. de C.V." states that its minimum fixed capital without right to withdrawal amounts to $3,135,542,863.50 (three billion one hundred thirty-five million five hundred forty-two thousand eight hundred sixty-three pesos 50/100 national currency).

9.

That in addition to the above, any increase or decrease in fixed capital implies a bylaw modification, which must be approved by this Ministry of Finance and Public Credit, in terms of Article 20 of the Law for the Regulation of Financial Groups.

10.

That in order to promote administrative simplification, it is convenient to suppress Article Six of the authorization granted to "Grupo Financiero Inbursa, S.A. de C.V.", in order to eliminate the reference to the amount of its share capital.

11.

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 granted to "Grupo Financiero Inbursa, S.A. de C.V." 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 is comprehensively modified, to read as follows:

FIRST.-

In exercise of the power conferred by Article 11 of the Law for the Regulation of Financial Groups, this Ministry authorizes the organization of "Grupo Financiero Inbursa, S.A.B. de C.V." as a Holding Company and the constitution and operation of the respective financial group.

SECOND.-

The name of the Holding Company of the financial group shall be "Grupo Financiero Inbursa, S.A.B. de C.V."

THIRD.-

The 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.-

"Grupo Financiero Inbursa, S.A.B. de C.V." shall be the direct or indirect owner of shares representing more than fifty percent of the share capital of the financial entities that are part of the financial group.

FIFTH.-

The financial group shall be composed of the Holding Company named "Grupo Financiero Inbursa, S.A.B. de C.V." and the following financial entities:

1.

Banco Inbursa, S.A., Multiple Banking Institution, Grupo Financiero Inbursa;

2.

Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa;

3.

Inversora Bursátil, S.A. de C.V., Brokerage House, Grupo Financiero Inbursa;

4.

Operadora Inbursa de Fondos de Inversión, S.A. de C.V., Grupo Financiero Inbursa;

5.

Pensiones Inbursa, S.A., Grupo Financiero Inbursa;

6.

Seguros Inbursa, S.A., Grupo Financiero Inbursa;

7.

Afore Inbursa, S.A. de C.V., Grupo Financiero Inbursa;

8.

SOFOM Inbursa, S.A. de C.V., Multiple-Object Financial Company, Regulated Entity, Grupo Financiero Inbursa;

9.

FC Financial, S.A. de C.V., Multiple-Object Financial Company, Regulated Entity, Grupo Financiero Inbursa, and

10.

Patrimonial Inbursa, S.A.

SIXTH.-

The domicile of the Holding Company is Mexico City.

SEVENTH.-

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

EIGHTH.-

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

NINTH.-

In matters not expressly addressed by this Resolution, "Grupo Financiero Inbursa, S.A.B. de C.V." shall be subject to the Political Constitution of the United Mexican States, the Law for the Regulation of Financial Groups, the General Rules of Financial Groups, and other norms that by their nature are applicable to it, 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 "Grupo Financiero Inbursa, S.A.B. de C.V.".

Respectfully,

Mexico City, September 11, 2018.- The Head of the Unit, Emilio Fueyo Saldaña.- Rubric.

(R.- 474183)

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