Resolution modifying the authorization granted to UBS Grupo Financiero, S.A. de C.V. to constitute itself as a Subsidiary Holding Company and operate as a Financial Group

DOF: 07/12/2015

RESOLUTION modifying the authorization granted to "UBS Grupo Financiero, S.A. de C.V." to constitute itself as a Subsidiary Holding Company and operate as a Financial Group.

A seal bearing 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.- General Adjunct Directorate of Banking and Securities.- Official Document No. UBVA/067/2015.

Resolution modifying the authorization granted to "UBS Grupo Financiero, S.A. de C.V." to constitute itself as a Subsidiary Holding Company and operate as a 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 and 70 of the Law to Regulate Financial Groups, exercising 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 official document 101.-694 dated November 23, 2006, published in the Official Gazette of the Federation on December 27, 2006, this Ministry authorized "UBS Grupo Financiero, S.A. de C.V." to constitute and operate as a subsidiary financial group, in accordance with the provisions of article 27-D and other applicable provisions of the Law to Regulate Financial Groups in force until January 10, 2014;

2. 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upon the entry into force of said Law, have authorization to constitute and operate as such in accordance with the repealed Law to Regulate Financial Groups, shall be deemed authorized under the terms of article 11 of the Law to Regulate Financial Groups in force from January 11, 2014;

3. By official document UBVA/DGABV/214/2015 dated March 17, 2015, this Department approved the comprehensive modification of the Bylaws of "UBS Grupo Financiero, S.A. de C.V.", in the terms agreed upon by its Extraordinary General Meeting of Shareholders held on June 30, 2014, notarized by public deed number 62,992 dated February 18, 2015, granted before the notary public Licentiate David Malagón Bonilla, Holder of Public Notary Office number 113 of the Federal District, 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.

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 object, 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 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 inasmuch as this Ministry approved the comprehensive modification of the Bylaws of "UBS Grupo Financiero, S.A. de C.V.", which was carried out in compliance with Article Fifty-Two, fraction I II, 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, it is necessary to modify the authorization granted to "UBS Grupo Financiero, S.A. de C.V." to organize itself as a Holding Company and operate as a Financial Group;

5. That the authorization of "UBS Grupo Financiero, S.A. de C.V." states that its minimum fixed capital without right to withdrawal amounts to $455,512,300.00 (four hundred fifty-five million five hundred twelve thousand three hundred pesos, 00/100 national currency);

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 Sixth of the authorization granted to "UBS Grupo Financiero, S.A. de C.V.", in order to eliminate the reference to the amount of its social capital;

8. 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 "UBS Grupo Financiero, S.A. de C.V." to constitute and operate as a subsidiary financial group is comprehensively modified, to remain 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 "UBS 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 shall be "UBS 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.- UBS AG shall own, at all times, shares representing at least fifty-one percent of the social capital of "UBS Grupo Financiero, S.A. de C.V.".

FIFTH.- "UBS Grupo Financiero, 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 "UBS Grupo Financiero, S.A. de C.V." and by the following financial entities:

1. UBS Bank México, S.A., Multiple Banking Institution, UBS Grupo Financiero, and
2. UBS Casa de Bolsa, S.A. de C.V., UBS Grupo Financiero.

Likewise, "UBS Grupo Financiero, S.A. de C.V." participates in the social capital of UBS Servicios, S.A. de C.V., which shall provide complementary or auxiliary services, predominantly, to said subsidiary holding company and to the other members of the Financial Group.

SEVENTH.- The domicile of the Subsidiary Holding Company is 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, "UBS Grupo Financiero, S.A. de C.V." shall be subject to the Political Constitution of the United Mexican States, to the Free Trade Agreement between the United Mexican States and the States of the European Free Trade Association, 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 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.

TRANSITORY

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

Respectfully.

Mexico, D.F., November 9, 2015. - The Head of the Unit, Narciso Antonio Campos Cuevas.-

Rubric.

(R.- 423458)

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