Resolution revoking 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: 06/08/2018

RESOLUTION by which 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 is revoked.

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

RESOLUTION BY WHICH 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 IS REVOKED

The Ministry of Finance and Public Credit, based on the provisions of Articles 31, fraction XXXIV of the Organic Law of the Federal Public Administration; 122 of the Law to Regulate Financial Groups; in exercise of the powers conferred by Article 6, fraction XXIV, of the Internal Regulations of the Ministry of Finance and Public Credit, and in view of the following:

BACKGROUND

1.

By letter 101.-694 dated November 23, 2006, published in the Official Journal 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. The aforementioned authorization was last modified by letter UBVA/067/2015 of November 9, 2015, published in the Official Journal of the Federation on December 7, 2015.

2.

By documents received in this Administrative Unit on October 26 and 31, both in 2017, February 26, March 16, and April 13, all of the aforementioned in 2018, the lawyers Carmen Lozano González de León and Leonardo Poblete Galván, in their capacity as legal representatives of "UBS Grupo Financiero, S.A. de C.V.", a personality duly accredited before this Dependency, requested authorization from this Ministry to carry out the following legal acts:

• The separation of "UBS Bank México, S.A., Institución de Banca Múltiple, UBS Grupo Financiero" as a financial entity integrated into that Financial Group, due to the alienation of the shares representing its social capital to "Afirme Grupo Financiero, S.A. de C.V."

• As a result of the above:

o

The revocation of the authorization for the organization of "UBS Grupo Financiero, S.A. de C.V." as a holding company and the constitution and operation of the respective Financial Group, and

o

The celebration of the Termination Agreement to the Single Liability Agreement that said holding company has entered into with the financial entities integrated into the respective financial group.

3.

Regarding this, the Deputy General Directorate of Banking and Securities, in exercise of the powers conferred by Article 28, fraction XXII of the Internal Regulations of this Ministry of Finance and Public Credit and based on the provisions of Articles 16 and 122 of the Law to Regulate Financial Groups, by letters UBVA/DGABV/804/2017 and UBVA/DGABV/805/2017 both dated October 31, 2017, UBVA/DGABV/122/2018 and UBVA/DGABV/123/2018 dated February 27, and UBVA/DGABV/180/2018 and UBVA/DGABV/181/2018 dated March 20, all of the aforementioned in 2018, requested the opinion of the Bank of Mexico and the National Banking and Securities Commission, respectively.

4.

By letter UBVA/DGABV/249/2018 dated April 20, 2018, the Deputy General Directorate of Banking and Securities, attached to the Banking, Securities and Savings Unit, in exercise of the powers conferred by Article 28, fractions XXII and XXX of the Internal Regulations of this Ministry, communicated to "UBS Grupo Financiero, S.A. de C.V." that, in order to be able to resolve what is appropriate, it should submit within the twenty business days following the date of its verification and in accordance with the proposal presented, among others, the following:

a)

First Testimony and three simple copies of the public deed in which the protocolization of the Minutes of the Extraordinary General Meeting of Shareholders of "UBS Grupo Financiero, S.A. de C.V." is recorded, in which it is agreed, among other topics, the dissolution and liquidation of said Holding Company, as well as the celebration of the Termination Agreement to the Single Liability Agreement, in accordance with the project sent via document received on April 13, 2018.

b)

First Testimony and three simple copies of the public deed in which the protocolization of the Termination Agreement to the Single Liability Agreement that said Holding Company has entered into with the financial entities integrated into the same is recorded, in accordance with the project sent via document received on April 13, 2018.

c)

Simple copy of the receipt acknowledgment of the document presented to the National Banking and Securities Commission, regarding the financial statements approved by the Extraordinary General Meeting of Shareholders of "UBS Grupo Financiero, S.A. de C.V.", accompanied by the report of an external auditor that includes its opinions regarding components, accounts or specific items of the financial statements, where it is confirmed that there are no records of obligations on account of said Holding Company nor losses for which it must be liable for the financial entities integrated into that Financial Group, in accordance with fraction III, of Article 122 of the Law to Regulate Financial Groups.

5.

By document received in this Administrative Unit on May 29, 2018, the lawyers Carmen Lozano González de León and Leonardo Poblete Galván, in their capacity as legal representatives of "UBS Grupo Financiero, S.A. de C.V.", submitted, among others, the following documentation:

a)

First Testimony and three simple copies of public deed No. 83,269 dated May 28, 2018, granted before the notary public Roberto Núñez y Bandera, Holder of Notary No. 1 of Mexico City, by which the Minutes of the Extraordinary General Meeting of Shareholders of "UBS Grupo Financiero, S.A. de C.V.", held on May 14, 2018, were protocolized, in which it was agreed, among other topics, the dissolution and liquidation of said Holding Company, as well as the celebration of the Termination Agreement to the Single Liability Agreement.

b)

First Testimony and three simple copies of public deed No. 83,270 dated May 28, 2018, granted before the notary public Roberto Núñez y Bandera, Holder of Notary No. 1 of Mexico City, by which the Termination Agreement to the Single Liability Agreement that said Holding Company has entered into with the financial entities integrated into the same was protocolized.

c)

Simple copy of the receipt acknowledgment of the document presented to the National Banking and Securities Commission, regarding the financial statements approved by the Extraordinary General Meeting of Shareholders of "UBS Grupo Financiero, S.A. de C.V.", accompanied by the report of an external auditor that includes its opinions regarding components, accounts or specific items of the financial statements, where it is confirmed that there are no records of obligations on account of said Holding Company nor losses for which it must be liable for the financial entities integrated into that Financial Group, in accordance with fraction III, of Article 122 of the Law to Regulate Financial Groups.

CONSIDERING

1.

That the Bank of Mexico, by letters OFI/S33-002-1802024 and OFI002-10, received in this Administrative Unit on February 9 and April 5, both in 2018, expressed its favorable opinion for this Ministry to authorize what was requested.

2.

That the National Banking and Securities Commission, by letter 312-2/66242/2018 received in this Administrative Unit on April 3, 2018, expressed its favorable opinion for this Ministry to authorize, among others, the revocation of the authorization of "UBS Grupo Financiero, S.A. de C.V." as a holding company and the constitution and operation of the respective Financial Group in accordance with the proposal presented.

3.

That from an accounting-financial point of view, it is viable to declare the revocation of "UBS Grupo Financiero, S.A. de C.V.".

4.

That in accordance with Article 122 of the Law to Regulate Financial Groups, this Ministry may revoke the authorization for the organization of the Holding Company and the constitution and operation of a Financial Group, provided that the following is met:

I.

The shareholders' meeting of the Holding Company has agreed to its dissolution and liquidation and approved the financial statements in which no longer are registered obligations on account of the Holding Company nor losses for which it must be liable for the financial entities integrated into the same.

Regarding this, as noted in Background 5, subsection a) of this letter, by document received in this Administrative Unit on May 29, 2018, "UBS Grupo Financiero, S.A. de C.V." submitted public deed No. 83,269 dated May 28, 2018, by which the Minutes of the Extraordinary General Meeting of Shareholders of "UBS Grupo Financiero, S.A. de C.V.", held on May 14, 2018, were protocolized, in which it was agreed, among other topics, the dissolution and liquidation of said Holding Company and the approval of the financial statements of the Company, which do not show registered obligations on account of the Company, nor losses for which it must be liable for the subsidiary financial entities "UBS Bank México, S.A., Institución de Banca Múltiple, UBS Grupo Financiero" and "UBS Casa de Bolsa, S.A. de C.V., UBS Grupo Financiero".

II.

The Holding Company has submitted to the Ministry the draft agreement for the termination of the liability agreement due to its dissolution and liquidation;

In relation to this fraction, by the document indicated in Background 5, subsection b) of this letter, "UBS Grupo Financiero, S.A. de C.V." submitted public deed No. 83,270 dated May 28, 2018, by which the Termination Agreement to the Single Liability Agreement that said Holding Company has entered into with the financial entities integrated into the same was protocolized.

III.

The Holding Company has submitted to the Supervisory Commission the financial statements approved by the general shareholders' meeting, accompanied by the report of an external auditor that includes its opinions regarding components, accounts or specific items of the financial statements, where the status of the records referred to in the previous fraction is confirmed.

Regarding this point, in accordance with what is stated in Background 5, subsection c) of this letter, "UBS Grupo Financiero, S.A. de C.V." submitted a simple copy of the receipt acknowledgment of the document dated May 17, 2018, presented to the National Banking and Securities Commission, regarding the financial statements approved by the Extraordinary General Meeting of Shareholders held on May 14, 2018, accompanied by the report of its external auditors that include their opinion, in which it is stated that no obligation is presented on account of third parties or registered liabilities, in accordance with fraction III, of Article 122 of the Law to Regulate Financial Groups.

IV.

The financial entities integrated into the Financial Group meet the capitalization requirements they must observe in accordance with the applicable provisions, at the time the Holding Company requests the revocation in accordance with this article.

Regarding this, by document dated October 26, 2017, "UBS Grupo Financiero, S.A. de C.V." stated that both "UBS Bank México, S.A., Institución de Banca Múltiple, UBS Grupo Financiero" and "UBS Casa de Bolsa, S.A. de C.V., UBS Grupo Financiero" meet the required capitalization requirements in accordance with applicable regulations, which was corroborated by this Ministry.

In view of the above, the request of "UBS Grupo Financiero, S.A. de C.V." for the revocation of the authorization granted to constitute and operate as a subsidiary financial group, meets the legal and administrative provisions applicable to the procedure for the revocation of a financial group when the Company itself has agreed to its dissolution and liquidation.

5.

That from the last modification to the authorization granted to "UBS Grupo Financiero, S.A. de C.V.", it is derived that it is integrated by said Holding Company and by the following financial entities: (i) "UBS Bank México, S.A., Institución de Banca Múltiple, UBS Grupo Financiero" and, (ii) "UBS Casa de Bolsa, S.A. de C.V., UBS Grupo Financiero".

6.

That with the separation of "UBS Bank México, S.A., Institución de Banca Múltiple, UBS Grupo Financiero" from "UBS Grupo Financiero, S.A. de C.V.", said Financial Group will no longer have the minimum number of financial entities required for its formation in accordance with the second paragraph of Article 12 of the Law to Regulate Financial Groups.

7.

That on this same date this Ministry authorized the separation of "UBS Bank México, S.A., Institución de Banca Múltiple, UBS Grupo Financiero" from "UBS Grupo Financiero, S.A. de C.V.", which shall take effect in accordance with the first paragraph of Article 19 of the Law to Regulate Financial Groups.

8.

That after analyzing the information and documentation presented by "UBS Grupo Financiero, S.A. de C.V.", and after hearing the opinion of the Bank of Mexico and the National Banking and Securities Commission, as well as having determined the validity of the revocation of the authorization in question, this Ministry of Finance and Public Credit issues the following:

RESOLUTION

FIRST.-

At the request of "UBS Grupo Financiero, S.A. de C.V.", the revocation of the authorization that this Ministry of Finance and Public Credit granted it by letter number 101.-694 dated November 23, 2006, which was published in the Official Journal of the Federation on December 27 of the same year, to constitute itself as a Subsidiary Holding Company and operate as a Financial Group, is declared, in accordance with the provisions of Article 122 of the Law to Regulate Financial Groups.

SECOND.-

The declaration of revocation referred to in the preceding Resolution shall take effect simultaneously with the effect of the separation of "UBS Bank México, S.A., Institución de Banca Múltiple, UBS Grupo Financiero".

THIRD.-

This declaration of revocation must be published in the Official Journal of the Federation and must be registered in the corresponding Public Commerce Registry, in accordance with Article 123, third paragraph, of the Law to Regulate Financial Groups, informing this Ministry of the date and other data related to said registration within the ten business days following the date on which said act was verified.

FOURTH.-

Once the declaration of revocation in question takes effect, "UBS Casa de Bolsa, S.A. de C.V., UBS Grupo Financiero" must cease to be presented as an integral part of "UBS Grupo Financiero, S.A. de C.V.".

FIFTH.-

Once the present declaration of revocation takes effect, "UBS Grupo Financiero, S.A. de C.V." must subsequently comply with the provisions regarding the dissolution and liquidation of Holding Companies, referred to in Chapter II, of Title Seventh, of the Law to Regulate Financial Groups.

SIXTH.-

This Resolution will be published in the Official Journal of the Federation at the expense of "UBS Grupo Financiero, S.A. de C.V."

This declaration of revocation is issued based on the information and documentation provided by "UBS Grupo Financiero, S.A. de C.V." and is limited exclusively to the acts and operations that, in accordance with the applicable provisions, it is competent for this Banking, Securities and Savings Unit to resolve and does not prejudge the carrying out of any corporate act that said Company carries out, which implies the prior authorization or approval of financial, tax or any other authorities, in terms of the current regulations.

Mexico City, June 18, 2018.- The Secretary of Finance and Public Credit, José Antonio González Anaya.- Signature.

(R.- 471497)

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