Resolution modifying the General Provisions applicable to securities issuers and other participants in the securities market

DOF: 28/01/2025

RESOLUTION modifying the General Provisions applicable to securities issuers and other participants in the securities market

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- Treasury.- Ministry of

Treasury and Public Credit.- National Banking and Securities Commission.

The National Banking and Securities Commission, based on the provisions of articles 85, paragraphs

first, fraction VII, second and fourth; 86, paragraph fourth; 104, paragraphs first, fraction VII, third, fourth and

fifth, of the Securities Market Law, 98 Bis of the Credit Institutions Law, as well as 4, fractions

V, XXXI, XXXVI and XXXVIII; 16, paragraph first, fraction I and 19 of the National Banking and Securities

Commission Law, and

CONSIDERING

That, in accordance with article 78 of the General Law for Regulatory Improvement and with the purpose of reducing the

cost of compliance of this Resolution, the National Banking and Securities Commission through the

issuance of the "Resolution modifying the General Provisions applicable to brokerage houses"

and the "Resolution modifying the General Provisions applicable to credit institutions"

published in the Official Gazette of the Federation on July 24, 2017 and July 23, 2021 respectively,

in terms of which: the criteria of accounting applicable to brokerage houses were adjusted regarding the

classification of their investments in titles held to maturity by extending the period by which they can

be sold or classified before their maturity, and it was incorporated into the methodology for estimating

preventive reserves and classification of portfolios of non-revolving consumer credit and housing mortgage credit, the lower

risk in which credit institutions incur when granting credit to women by adjusting the parameters of

risk of probability of default and severity of loss;

That, it is necessary to establish within the regulatory framework applicable to securities issuers and other

participants in the securities market the sustainability information that they must provide to the Commission

for the registration of their securities in the National Securities Register, as well as the periodic information to

be disclosed by issuers, in order to contribute to directing capital flows towards investments that

promote economic development by promoting environmental and social sustainability, transparency and

long-term strategies in financial and economic activity;

That, taking into account the above, it is sought that the sustainability information of issuers be

measurable, comparable and aligned with the ISSB Sustainability Disclosure Standards issued by

the International Sustainability Standards Board, that foreign securities issuers disclose their sustainability information in accordance with the ISSB Sustainability Disclosure Standards or with the standards that are applicable in their country of origin in this matter, and

That, in order to provide the investing public with better elements for better investment decision-making, to issuers with greater efficiency in risk management, and to influence the growth

of the securities market in Mexico, it has resolved to issue the following:

RESOLUTION MODIFYING THE GENERAL PROVISIONS APPLICABLE TO

SECURITIES ISSUERS AND OTHER PARTICIPANTS IN THE SECURITIES MARKET

SINGLE.- Articles 2, fraction I, in its fourth paragraph; 7, fractions II, subsection b),

number 1, fourth paragraph, VI, subsection a), number 6, first paragraph; IX, subsection a), number 8, first paragraph; 33,

paragraph first, fraction I, subsections a), number 3, fourth and fifth paragraphs, and b), number 1, second and third

paragraphs; 37, paragraph first; 40; 50, fractions VII Bis, subsections a) and b) and VIII, subsections b) and c), are REFORMED, and Articles 1, fraction XIII, with the rest being renumbered in order; 2, fraction I, with subsection o); 4, with

fraction IX; 33, fraction I, subsection a), with number 6; 37, fraction I, subsection a), with number 4; and 82 Bis of the

"General Provisions applicable to Securities Issuers and other participants in the securities market",

published in the Official Gazette of the Federation on March 19, 2003 and modified for the last

time by resolution published in said dissemination organ on December 30, 2024, to read as follows:

" Article 1.- For the purposes of these provisions and in addition to the concepts provided in

article 2 of the Securities Market Law, it shall be understood as:

I. to XII.

. . .

XIII.

Sustainability information, the information on the risks and opportunities of the Issuer

related to sustainability, which could reasonably be expected to affect its cash flows,

its access to financing or the cost of capital in the short, medium or long term, and that

shall include information on governance, strategy and management of such risks and

opportunities, as well as related metrics and objectives.

XIV.

Registration, the annotation made by the Commission in the Register regarding the securities of an

Issuer and its characteristics.

XV.

Placement Intermediary, the brokerage house that signs the placement contract with the Issuer and

is responsible for carrying out the review and analysis of the documentation and information relative to the

business and activities of the Issuer itself and other activities referred to in article

177 Bis of the Securities Market Law, so that the Registration of any security is obtained and, in

case, approval of its public offering, as well as carrying out the placement of said securities

in the market.

XVI.

Qualified Investor:

a)

Basic: the person who maintains on average, during the last 12 months, investments

in securities for an amount equal to or greater than 1,500,000 units of investment or who has obtained

in each of the last 2 years, annual gross income equal to or greater than 500,000

units of investment.

b)

Sophisticated: the person who maintains on average during the last 12 months,

investments in securities in one or several financial entities, for an amount equal to or greater than

3,000,000 units of investment, or who has obtained in each of the last 2 years,

annual gross income equal to or greater than 1,000,000 units of investment. In addition

to the above, clients who wish to be considered as sophisticated qualified investors must sign the format contained in annex 1 of the General Provisions applicable to

financial entities and other persons who provide investment services,

published in the Official Gazette of the Federation on January 9, 2015 and

their respective modifications.

c)

To participate in restricted public offerings: the natural or legal person who maintained on

average during the last year, investments in securities equivalent in national currency to

at least 20,000,000 units of investment.

XVII.

Capital Calls, the terms and conditions established by the Issuer of the

fiduciary exchange certificates for development, real estate or investment projects that allow it to exercise

the option to require holders, after the placement of a part of the issuance,

additional contributions of resources to the trust's equity for the execution of its purposes,

adjusting for this to what is stipulated in the trust and in the corresponding issuance deed,

and subject to the Securities Market Law.

The capital call mechanism will imply a modification in the number of titles and in the

amount of the issuance and must comply with what is stipulated in the trust and in the issuance deed,

of which the corresponding title will form part.

XVIII.

Recognized foreign securities markets, those referred to in the General Provisions applicable to

stock exchanges published in the Official Gazette of the Federation on May 30,

2014 and their respective modifications.

XIX.

Restricted public offerings, the public offer for the sale of securities that is directed exclusively to

institutional and qualified investors to participate in restricted public offerings.

XX.

Unmodified (or favorable) or modified (or unfavorable) opinion, those defined as such

in the International Standards on Quality Control, Auditing, Review, Other Assurance

and Related Services Pronouncements issued by the

International Auditing and Assurance Standards Board of the

International Federation of Accountants.

XXI.

Corporate Restructurings, mergers, spin-offs, acquisitions or sales of assets that

in any of these cases represent, at least, 10% of the assets and 10% of

the total consolidated sales of the previous year of the Issuer or 25% of said sales. To

this effect, the transaction value shall be the higher between the book value and the market

value. Corporate restructurings shall not be considered in the case of sales or transfers

of assets carried out by companies in connection with the issuance of asset-backed securities.

In the case of fiduciary exchange certificates for real estate and investment in energy and

infrastructure, when any of the transactions resulting from the situations indicated in

the previous paragraph represent at least 20% of the average of the last 12 months of the

consolidated total assets of the Issuer.

XXII.

SEDI, the electronic system for sending and disseminating information that the stock exchange in question

is authorized by the Commission.

XXIII.

STIV, the Securities Information Transfer System, implemented by the Commission

for the sending of the information referred to in articles 21 and 24 of these provisions, to

which access is through the Commission's website at the following site http://www.cnbv.gob.mx and for whose use the provisions of annex R of these

provisions shall apply. This system is part of the Commission's Official Registry.

XXIV.

STIV-2, the Securities Information Transfer System, implemented by the Commission

for the sending of the information referred to in articles 61, 69, 70, 73, 77, 84, 84 Bis and the

Fourth and Fifth Titles of these provisions, to which access is through the Commission's website

at the following site http://www.cnbv.gob.mx and for whose use the provisions of

annex X of these provisions shall apply. This system is part of the

Commission's Official Registry.

XXV.

Structured Securities, Securities with or without an obligation to pay principal or interest, issued

by trusts, financial entities or any other company that under applicable laws

is authorized to do so, whose return and, in case, payment of the

principal, is linked to the performance of one or several underlying assets, regardless of

the nature of the titles or documents in which they are recorded.

XXVI.

Asset-Backed Securities, Securities whose source of payment comes from resources,

returns or income generated by a set of financial assets that have determined or determinable payment flows or, by any asset intended to ensure the fulfillment of the

payment of the issuance, which grant the right to receive cash flows in a determined period or, in

case, the right to ownership or title of said financial assets.

Asset-Backed Securities shall not be considered, structured securities, shares

representing the social capital of investment funds referred to in the Investment Funds Law;

fiduciary exchange certificates for development, real estate, indexed, investment in

energy and infrastructure or investment projects, or any other security issued by

collective investment mechanisms that have particular investment strategies and objectives.

. . .

Article 2.-

. . .

I.

. . .

a) to n)

. . .

o)

Report containing the Sustainability Information, prepared in the terms indicated

in article 82 Bis of these provisions, corresponding to the last fiscal year.

. . .

. . .

In the case of credit titles representing shares of two or more Issuers, the request

respective shall not include the information and documentation indicated in subsections c), f) and o),

above, as well as in subsection g) of this fraction regarding the lawyer.

II.

. . .

. . .

. . .

. . .

. . . "

" Article 4.-

. . .

I. to VIII.

. . .

IX.

Report containing the Sustainability Information, prepared in the terms indicated in the

article 82 Bis of these provisions, corresponding to the last fiscal year.

. . .

. . .

. . . "

" Article 7.-

. . .

I.

. . .

II.

. . .

a)

. . .

b)

. . .

1.

. . .

. . .

. . .

In the event that the resources of the issuance, carried out through a Restricted Public

Offering, are intended to be predominantly invested in

collective investment mechanisms not listed on any stock exchange, the warning shall be included in the terms provided for in the placement prospectus

in accordance with Annex H Bis 1 of these provisions, that the quarterly financial

information referred to in article 33, fraction II of these

provisions may be disclosed, at the latest, within 20 business days

following the end of the quarter subsequent to that to which the

information corresponds. Likewise, it shall be specified that the annual financial statements or

their equivalents referred to in article 33, fraction I, subsection a), number 3, and the

report referred to in article 33, fraction I, subsection a), number 6, as

well as the annual report established in the aforementioned article 33, fraction I, subsection b),

number 1 of these provisions, shall be filed, at the latest, on June 30 of

each year.

. . .

2. to 7.

. . .

. . .

. . .

. . .

. . .

III. to V.

. . .

VI.

. . .

a)

. . .

1. to 5.

. . .

6.

In the event that the resources of the issuance are intended to be predominantly

invested in collective investment mechanisms not listed on any

stock exchange, the warning shall be included in the terms provided for in the

placement prospectus, in accordance with Annex H Bis 2 of these provisions, that

the quarterly financial information referred to in article 33,

fraction II of these provisions may be disclosed, at the latest, within

20 business days following the end of the quarter subsequent to that to which

the information corresponds. Likewise, it shall be specified that the annual financial

statements or their equivalents referred to in article 33, fraction I, subsection

a), number 3 and the report referred to in article 33, fraction I, subsection a)

number 6, as well as the annual report established in the aforementioned article 33,

fraction I, subsection b), number 1 of these provisions, shall be filed, at the

latest, on June 30 of each year.

. . .

7. to 14.

. . .

b) to c)

. . .

. . .

VII. and VIII.

. . .

IX.

. . .

a)

. . .

1. to 7.

. . .

8.

In the event that the resources of the issuance are intended to be predominantly

invested in collective investment mechanisms not listed on any

stock exchange, the warning shall be included in terms of what is provided for in the

placement prospectus in accordance with Annex H Bis 5 of these provisions, that the

quarterly financial information referred to in article 33, fraction II

of these provisions may be disclosed, at the latest, within 20

business days following the end of the quarter subsequent to that to which

the information corresponds. Likewise, it shall be specified that the annual financial

statements or their equivalents referred to in article 33, fraction I

subsection a), number 3 and the report referred to in article 33, fraction I,

subsection a), number 6, as well as the annual report established in the aforementioned article

33, fraction I, subsection b), number 1 of these provisions, shall be filed, at the

latest, on June 30 of each year.

. . .

9. to 21.

. . .

b)

. . .

. . .

. . .

. . .

. . . "

" Article 33.- Issuers with Securities registered in the Register must provide to the Commission, to the

Stock Exchange and to the general public, the financial, economic, accounting, sustainability and

administrative information indicated below, in the form and with the following periodicity:

I.

Annual Information:

a)

. . .

1. and 2.

. . .

3.

. . .

. . .

. . .

The annual financial statements or their equivalents corresponding to Issuers

of fiduciary titles and other Securities issued under trusts on

assets other than shares, placed through a Restricted Public Offering, as well as

fiduciary exchange certificates for development or Fiduciary Exchange Certificates

for investment projects that, in terms of article 7, fractions II, subsection b),

number 1, fourth paragraph of said number, VI, subsection a), number 6; or IX, subsection a),

number 8 of these provisions, respectively, allocate at least 70% of

the resources of the issuance to investment in collective investment mechanisms not

listed on any stock exchange, shall be filed, at the latest, on June 30

of each year.

When the aforementioned Issuers maintain invested more than 30% of the resources of

the issuance in Securities other than those indicated in article 7, fractions II, subsection

b), number 1, fourth paragraph of said number; VI, subsection a), number 6; or IX, subsection

a), number 8, of these provisions, the provisions of the previous paragraph shall not apply to them and they must file the annual financial statements or their equivalents in

the period indicated in subsection a) of this fraction.

4. and 5.

. . .

6.

Report containing the Sustainability Information, prepared in the terms

indicated in article 82 Bis of these provisions.

In the case of Issuers of fiduciary titles and other Securities issued under

trusts on assets other than shares, placed through a Restricted Public

Offering, as well as fiduciary exchange certificates for development or Fiduciary

Exchange Certificates for investment projects that, in terms of article 7,

fractions II, subsection b), number 1, fourth paragraph of said number, VI, subsection a),

number 6; or IX, subsection a), number 8 of these provisions, respectively,

allocate at least 70% of the resources of the issuance to investment in

collective investment mechanisms not listed on any stock exchange, they must

file said report at the latest on June 30 of each year.

When the aforementioned Issuers in the previous paragraph, maintain invested more than

30% of the resources of the issuance in Securities other than those indicated in the

article 7, fractions II, subsection b), number 1, fourth paragraph of said number and VI,

subsection a), number 6; or IX, subsection a), number 8, of these provisions, the provisions

of the preceding paragraph shall not apply to them and they must file said report in

the period indicated in subsection a) of this fraction.

b)

. . .

1.

. . .

1.1. to 1.4.

. . .

The annual report corresponding to Issuers of fiduciary titles and other

Securities issued under trusts on assets other than shares

placed through a Restricted Public Offering, as well as fiduciary exchange certificates

for development or Fiduciary Exchange Certificates for investment projects

that, in terms of article 7, fractions II, subsection b), number 1, fourth paragraph

of said number, VI, subsection a), number 6; or IX, subsection a),

number 8 of these provisions, respectively, allocate at least 70% of the resources of the

issuance to investment in collective investment mechanisms not listed on any

stock exchange, shall be filed, at the latest, on June 30 of each year.

In the event that the aforementioned Issuers maintain invested more than 30% of the

resources of the issuance in Securities other than those indicated in article 7,

fractions II, subsection b), number 1, fourth paragraph of said number; VI, subsection a),

number 6; or IX, subsection a), number 8 of these provisions, the provisions

of the previous paragraph shall not apply to them and they must file the annual report in the period

indicated in the first paragraph, subsection b) of this fraction.

2. and 3.

. . .

II. to III.

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . . "

" Article 37.- Foreign nationality Issuers with Securities registered in the Register must

provide to the Commission, to the Stock Exchange and to the general public, the financial, economic, accounting,

sustainability and administrative information indicated below, in the form and with the following periodicity:

I.

Annual Information:

a)

. . .

1. to 3.

. . .

4.

Report containing the Sustainability Information, prepared in the terms

indicated in article 82 Bis of these provisions.

b)

. . .

. . .

II.

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . . "

" Article 40.- Issuers who have obtained the registration of debt instruments with a term equal to or

less than 1 year in the Register, including in the case of programs whose issuances cannot exceed

1

year, solely for the purposes of this Title, must provide in the form and terms established for this

purpose to the Commission, to the Stock Exchange and to the general public, the annual and quarterly information indicated in

articles 33, fractions I, subsection a), numbers 3, 5 and 6 and II; 36, fractions I, subsections b) and d) and II, and 37,

fractions

I, subsection a), numbers 2, 3 and 4, and II, of these provisions, as applicable. "

" Article 50.-

. . .

. . .

I. to VII.

. . .

VII Bis.

. . .

a)

Whose placement prospectus has included what is provided in article 7, fraction II, subsection b), number 1, fourth paragraph of these provisions, when they maintain more than 30% of the

resources of the issuance in investments in Securities other than those indicated in said

number, in which case, additionally, they must make the disclosure that, from

that moment on, the quarterly and annual financial information, the report referred to in

article 82 Bis of these provisions, as well as the annual report will be disclosed in

terms of article 33, fractions I, subsections a), first paragraph and b), first paragraph, and II,

second paragraph of these provisions, as applicable to the type of information.

b)

In the event that they obtain authorization from the Commission to publish an informative notice, complementary to the placement prospectus, through which they inform the adoption to avail themselves of the regime provided for in Article 7, fraction II, subsection b), item 1, fourth paragraph of these provisions, they must disclose such fact, as well as that, from that moment on, the quarterly financial information referred to in Article 33, fraction II, will be disclosed, no later than within 20 business days following the end of the quarter subsequent to that to which the information corresponds, and that the annual financial statements or their equivalents indicated in Article 33, fraction I, subsection a), item 3, the report referred to in Article 33, fraction I, subsection a), item 6, as well as the annual report referred to in Article 33, fraction I, subsection b), item 1, all of these provisions, will be submitted, no later than June 30 of each year.

VIII.

. . .

a)

. . .

b)

Whose placement prospectus has included what is provided for in Article 7, fractions VI, subsection a), item 6, and IX, subsection a), item 8, of these provisions, when they maintain more than 30% of the resources of the issuance in investments in securities other than those indicated in said item, in which case, additionally, they must disclose that from that moment on the quarterly and annual financial information, the report referred to in Article 82 Bis of these provisions, as well as the annual report will be disclosed in terms of Article 33, fractions I, subsections a), first paragraph and b), first paragraph, and II, second paragraph of these provisions, as applicable to the type of information.

c)

In the event that they obtain authorization from the Commission to publish an informative notice, complementary to the placement prospectus, through which they inform the adoption to avail themselves of the regime provided for in Article 7, fraction VI, subsection a), item 6, and IX, subsection a), item 8, of these provisions, they must disclose such fact, as well as that from that moment on the financial information referred to in Article 33, fraction II will be disclosed no later than within 20 business days following the end of the quarter subsequent to that to which the information corresponds, and that the annual financial statements or their equivalents referred to in Article 33, fraction I, subsection a), item 3, the report referred to in Article 33, fraction I, subsection a), item 6, as well as the annual report referred to in Article 33, fraction I, subsection b), item 1, all of these provisions, will be submitted no later than June 30 of each year.

d) and e)

. . .

IX. and X.

. . .

. . .

. . .

. . .

. . . "

" Article 82 Bis.- Issuers must prepare a report containing Sustainability Information, prepared in accordance with the IFRS Sustainability Disclosure Standards, issued by the International Sustainability Standards Board (ISSB), consisting of IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information and IFRS S2 Disclosure related to Climate, as well as any other standards issued by the ISSB in the future.

Regarding Financial Entities acting as Issuers, they must prepare their Sustainability Information in accordance with the regulations issued for this purpose in the general provisions applicable to each financial entity, dictated by the competent Mexican financial authorities, as applicable. The foregoing shall also apply to Issuers that through their subsidiaries predominantly carry out financial activities subject to the supervision of said authorities.

Unregulated multiple-object financial societies that issue Securities other than debt instruments and Issuers that are legal entities whose predominant activity is granting credit, entering into financial leasing, or financial factoring, must comply with the sustainability information standards applicable to regulated multiple-object financial societies referred to in Article 87-D, fraction V of the General Law of Credit Auxiliary Organizations and Activities.

For the purposes of the provisions of this article, predominant activity shall be understood as that which represents more than 70% of the total consolidated assets, liabilities, or income at the close of the immediately preceding fiscal year of an Issuer, it being necessary that 3 fiscal years elapse in which the activity represents less than 50% of the total consolidated assets, liabilities, or income of an Issuer, or that in the immediately preceding fiscal year to that in question, such activity represents less than 20%, for the provisions of the second and third paragraphs of this article not to apply to it.

Federative entities and municipalities are excluded from the provisions of this article.

Regarding Issuers of foreign nationality, they must prepare the Sustainability Information in accordance with what is stated in the first paragraph of this article, or in accordance with the sustainability information standards applicable in the country of origin of the Issuer, indicating in the latter case that the sustainability information is not presented in accordance with the IFRS Sustainability Disclosure Standards or, if applicable, explaining the interoperability or equivalence of the information presented with the IFRS Sustainability Disclosure Standards.

The aforementioned report must have reasonable assurance of the information by an external auditor in terms of what is provided for in Article 78, second paragraph of these provisions. "

TRANSITORY PROVISIONS

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

SECOND.- The Sustainability Information referred to in Article 82 Bis added in this Resolution must be submitted starting from 2026, regarding the annual information corresponding to 2025.

THIRD.- The report containing the sustainability information that Issuers present in 2026 with the annual information corresponding to 2025 may not have the assurance of an external auditor. The sustainability information presented in 2027 with the 2026 annual information must be assured at least in a limited manner. For subsequent years, such report must have reasonable assurance.

Respectfully

Mexico City, January 20, 2025. - President of the National Banking and Securities Commission, Dr. Jesús de la Fuente Rodríguez. - Signature.

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