Resolution modifying the General Provisions applicable to credit institutions

DOF: 03/12/2025

RESOLUTION that modifies the General Provisions applicable to credit institutions

A seal with the National Coat of Arms appears at the margin, stating: United Mexican States.- Treasury.- Ministry of Treasury and Public Credit.- National Banking and Securities Commission.

The National Banking and Securities Commission, based on what is established in articles 63, first paragraph; 64, first and sixth paragraphs and 98 Bis of the Credit Institutions Law; as well as 4, sections XXVI, XXXVI and XXXVIII and 16, section I of the National Banking and Securities Commission Law, and

CONSIDERING

That, with the purpose of providing credit institutions with greater elements that give them certainty for compliance with the obligations provided for in the Credit Institutions Law, in order to make public the unilateral declaration of will of said institutions before the National Banking and Securities Commission, through the issuance minute of bank bonds and subordinated obligations that are not inscribed in the National Registry of Securities, it is necessary that the regulation establishes the terms for their observance, therefore it has resolved to issue the following:

RESOLUTION THAT MODIFIES THE GENERAL PROVISIONS APPLICABLE TO

THE

CREDIT INSTITUTIONS

UNIQUE.- Articles 356 and Annex 74 of the "General Provisions applicable to credit institutions", published in the Official Gazette of the Federation on December 2, 2005 and modified through resolutions published in the aforementioned dissemination medium, are ADDED, to read as follows:

" INDEX

TITLES FIRST TO FIFTH

...

List of Annexes

Annexes 1 to 73

...

Annex 74

Instructions to record before the Commission the unilateral declaration of will through the issuance minute. "

" Article 356.- For the purpose of complying with what is established in articles 63, first paragraph and 64, paragraphs first and sixth of the Law, the unilateral declaration of will must be recorded through the signature of the issuance minute of bank bonds and subordinated obligations that are not inscribed in the Registry, no later than one business day prior to the issuance date, in accordance with what is established in the
Annex 74 of these provisions, as applicable.

Regarding bank bonds or subordinated obligations inscribed in the Registry, what is indicated in
article 7th and Annex AB of the General Provisions applicable to issuers of securities and other participants in the securities market shall be observed."

TRANSITIONAL

UNIQUE.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.

Respectfully

Mexico City, November 24, 2025. - President of the National Banking and Securities Commission, Lic. Ángel Cabrera Mendoza. - Initialled.

Annex 74

Instructions to record before the Commission the unilateral declaration of will through the issuance minute.

For the purpose of complying with what is established by articles 63, first paragraph and 64, paragraphs first and sixth of the Law, Institutions must record the unilateral declaration of will through the signature of the issuance minute or, if applicable, its modification regarding bank bonds or subordinated obligations, in both cases that are not inscribed in the Registry, as well as send to the Commission the writing and documentation indicated in this Annex, as applicable, through the single reception window and delivery of documentation of the official records office of the Commission or the one that replaces it.

a)
No later than the business day prior to the start of the offer, it must deliver:

1. Writing containing the following:

1.1.
Name of the Institution.

1.2.
Name of the legal representative authorized to present the writing.

1.3.
Address for hearing and receiving notifications and telephone number, both within national territory.

1.4.
In case, electronic mail(s), in which notification(s) can be made.

1.5.
Name(s) of the person(s) authorized to receive notifications and carry out the procedures inherent to the writing.

1.6.
Express manifestation to record before the Commission the issuance minute that contains the unilateral declaration of will of the Institution to carry out the issuance, or in case, its modification.

1.7.
The terms and general characteristics to which the issuance or in case, its modification, specifying, in an enumerative but not limiting manner, the following:

1.7.1.
For bank bonds:

1.7.1.1.
Name of the issuance minute.

1.7.1.2.
Identification key of the issuance minute.

1.7.1.3.
Place and date of issuance.

1.7.1.4.
Number of titles.

1.7.1.5.
Nominal Value.

1.7.1.6.
Amount of the issuance.

1.7.1.7.
If applicable, indicate the exchange rate for the conversion of the amount of the issuance.

1.7.1.8.
Term of the issuance.

1.7.1.9.
Maturity date.

1.7.1.10.
Interest rate, and

1.7.1.11.
If applicable, the reasons for the modification of the issuance minute.

1.7.2.
Regarding subordinated obligations:

1.7.2.1.
Class.

1.7.2.2.
Type.

1.7.2.3.
Order of priority or subordination.

1.7.2.4.
Whether they will or will not be convertible voluntarily or mandatorily into shares.

1.7.2.5.
Series.

1.7.2.6.
Place and date of issuance.

1.7.2.7.
Number of titles.

1.7.2.8.
Nominal Value.

1.7.2.9.
Amount of the issuance.

1.7.1.10.
If applicable, indicate the exchange rate for the conversion of the amount of the issuance.

1.7.2.11.
Issuance term.

1.7.2.12.
Maturity date.

1.7.2.13.
Interest rate.

1.7.2.14.
Amortization method or if there is early amortization.

1.7.2.15.
Whether there will be forgiveness, partial or total waiver of interest and/or principal.

1.7.2.16.
Destination of resources, and

1.7.2.17.
If applicable, the reasons for the modification of the issuance minute.

1.8.
Autograph signature(s) or Advanced or Reliable Electronic Signature(s) in accordance with the Commercial Code and verifiable by the Commission of the or the legal representative(s) of the Institution.

In case the writing contains autograph signature(s), it must be delivered to the Commission physically, on paper, in original and in a single copy, no later than the business day prior to the signing of the issuance minute.

Original testimony or certified copy of the instrument granted before a public notary of the general or special power that accredits the faculties of the legal representative of the Institution that signs the writing, which must contain data of the inscription in the Public Commerce Registry, or proof of procedure in the cited registry when applicable.

Certificate signed by the secretary of the Board of Directors of the Institution, in which it authenticates that the faculties of its legal representative have not been revoked, modified or limited to the date of signing the writing.

For subordinated obligations, the original testimony or certified copy of the instrument granted before a public notary with the data of inscription in the Public Commerce Registry, or proof of procedure in the cited registry, in which the protocolization of the minute of the general shareholders' meeting of the Institution is recorded in which they approve the reform of their social statutes, or the latest compulsion of statutes, in order to contemplate the clauses referred to in Annexes 1-S, section IX and 1-R, section XI of these provisions.

For bank bonds, original testimony or certified copy of the instrument granted before a public notary with the data of the inscription in the Public Commerce Registry or proof of procedure in the cited registry, in which the protocolization of the minute of the shareholders' meeting of the Institution or, if applicable, the authenticated copy of the agreement of the Board of Directors of the Institution is recorded, signed by the secretary of the Board of Directors of the Institution, in which the terms and characteristics to which the issuance will be subject were approved, indicating the quorum for installation and voting of the agreements adopted therein.

Regarding subordinated obligations, original testimony or certified copy of the instrument granted before a public notary with the data of inscription in the Public Commerce Registry or proof of procedure before the cited registry, in which it records the protocolization of the minute of the general shareholders' meeting of the Institution in which the terms and characteristics to which the issuance will be subject are approved and the financial statements that will serve as the basis for the said issuance, with the data of inscription in the Public Commerce Registry or proof of procedure before the cited registry, in which it indicates the quorum for installation and voting of the agreements adopted therein.

Draft of the issuance minute or, if applicable, the draft of the modification to the issuance minute corresponding.

Draft of the bank bond title or subordinated obligations. Additionally, regarding subordinated obligations, draft of the informative brochure.

Regarding subordinated obligations, copy of the letter issued by the Bank of Mexico, in which the issuance and its characteristics, or the modification to the issuance minute corresponding are authorized.

Original testimony or certified copy of the instrument granted before a public notary of the general or special power of the legal representative of the Institution that will sign the issuance minute or the modification to the issuance minute corresponding, which must contain data of inscription in the Public Commerce Registry, or proof of procedure before the cited registry, according to applicable. Said testimony or certified copy must be valid at the moment of signing the issuance minute.

If applicable, original testimony or certified copy of the instrument granted before a public notary of the general or special power that accredits the faculties of the agent, of the common representative that will sign the issuance minute or the modification to the issuance minute corresponding, which must contain data of inscription in the Public Commerce Registry, or proof of procedure before the cited registry, according to applicable. Said testimony or certified copy must be valid at the moment of signing the issuance minute.

b)
If applicable, the Institution must present at least the business day immediately preceding the signing of the issuance minute or its corresponding modification, an addendum to its writing, in which it clarifies or cures any error or inconsistency in the documentation presented in its writing.

c)
No later than the day of signing the issuance minute, it must deliver:

Certificate signed by the secretary of the Board of Directors of the Institution, in which it authenticates that the faculties of its legal representative have not been revoked, modified or limited to the date of signing the issuance minute or the modification to the issuance minute corresponding.

Certificate signed by the secretary of the Board of Directors of the Institution, in which it authenticates that the faculties of the agent of the common representative have not been revoked, modified or limited to the date of signing the issuance minute or the modification to the issuance minute corresponding.

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