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The Securities Market Act

Original Language Title: Ley del Mercado de Valores

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Stock Market Law

SECURITIES MARKET LAW

Official Journal of the Federation on December 30, 2005

Last reform published in the DOF January 10, 2014

On the sidelines a seal with the National Shield, which reads: United Mexican States.-Presidency of the Republic.

VICENTE FOX QUESADA, President of the United Mexican States, to its inhabitants known:

That the Honorable Congress of the Union, has served to address the following

DECREE

"THE GENERAL CONGRESS OF THE MEXICAN UNITED STATES, DECREES:

SECURITIES MARKET LAW

Title I

Preliminary Provisions

Article 1.- This Law is of general public order and observance in the United Mexican States and aims to develop the market for securities fair, efficient and transparent; protect the interests of the investing public; minimize systemic risk; encourage healthy competition; and regulate the following:

I. Registration and updating, suspension and cancellation of registration securities in the National Securities Register and the organization of the securities.

II.         The offering and brokering of values.

III.        The public limited liability companies which place shares on the stock market and show that this law is concerned; and the special scheme to be observed in relation to the moral persons mentioned by the companies. control or in which they have a significant influence or with those that control them.

IV.         The obligations of moral persons who issue securities, as well as persons who conduct securities transactions.

V.          The organisation and operation of stock exchange houses, stock exchanges, securities deposit institutions, central securities counterparties, price providers, securities and corporate rating institutions which administer systems to facilitate operations with values.

VI. The development of value trading systems that allow for the realization of operations with these.

VII.       The responsibility of the persons who perform or omit to perform the acts or acts that this Law sanctions.

VIII.      The powers of the authorities in the stock market.

Article 2.- For the purposes of this Law:

I.           Commission, the National Banking and Securities Commission.

II. Consortium, the set of moral people linked to each other by one or more physical people who integrate a group of people, have control of the former.

III. Control, the ability of a person or group of people, to carry out any of the following:

a) Impose, directly or indirectly, decisions in the general meetings of shareholders, of equivalent partners or bodies, or appoint or remove the majority of directors, administrators or their equivalents, from a moral person.

b) Maintain the ownership of rights that enable, directly or indirectly, to exercise the vote on more than fifty percent of the social capital of a moral person.

c) Direct or indirectly direct administration, strategy, or principals policies of a moral person, whether through the ownership of securities, by contract or in any other way.

IV.         Relevant managers, the director general of a company subject to this Law, as well as the natural persons who occupy a job, position or commission in this or the moral persons who control the company or who control it, adopt decisions that significantly transcend the administrative, financial, operational or legal situation of the company itself or of the business group to which it belongs, without falling within the scope of this definition of that company subject to this Law.

V.          Broadcaster, the moral person who requests and, where appropriate, obtain and maintain the registration of their values in the Register. In addition, fiduciary institutions shall be included when they act with such character, only in respect of the appropriate fideicomitting patrimony.

VI.         Financial institutions, financial group controlling companies, general warehouse stores, financial leasing companies, financial factoring companies, exchange houses, bonds institutions, insurance institutions, limited-object financial corporations, exchange houses, credit institutions, investment companies, investment company operating companies, retirement fund managers and other moral persons regarded as entities financial laws that regulate the Mexican financial system.

VII.       Relevant events, acts, events or events of any nature that influence or may influence the prices of the securities entered in the Register. The National Banking and Securities Commission shall establish in General Provisions, in a more non-limiting manner, those acts, events or events that will be considered relevant events, as well as the criteria to be followed by the broadcasters to determine when an event is such a character.

VIII.      Subsidiary, the public limited liability company authorized to organise and operate under this Law with the character of a stock exchange, in which the majority of which is a financial institution of the outside or a subsidiary controlling company.

IX.         Group of people, people who have agreements, of any nature, to make decisions in the same sense. It is presumed, unless proof to the contrary, that they constitute a group of persons:

a) People who have kinship by consanguinity, affinity, or civil to the fourth the degree, the spouses, the concubine and the concubinaire.

(b) Companies that are part of the same consortium or business group and the person or group of persons who are in control of such companies.

X.          Group of companies, the set of moral persons organized under schemes of direct or indirect participation of the social capital, in which the same society maintains the control of these moral people. They shall also be considered as a business group to financial groups constituted under the Law for Regular Financial Pools.

XI. Significant influence, ownership of rights that permit, direct or indirectly, to exercise the vote on at least twenty percent of the social capital of a moral person.

XII.       Relevant information, any information from a broadcaster necessary to know its actual and current situation in financial, administrative, operational, economic and legal matters, and its risks, as well as, where appropriate, the information of the group the business to which it belongs, regardless of its position in the group, provided that it influences or affects such a situation, and that it is necessary for the taking of reasoned investment decisions and the estimation of the price of the securities issued by the group itself. The radio station, in accordance with the uses and practices of analysis of the Mexican stock market.

XIII. External financial institution, the financial institution incorporated in a country with which the United Mexican States has concluded an international treaty or agreement under which the establishment is permitted in the national territory of subsidiaries.

XIV.       Derivative financial instruments, securities, contracts or any other legal act whose valuation is related to one or more underlying assets, securities, rates or indices.

XV.        Intermediation with values, the usual and professional performance of any of the activities listed below:

a) Acts to put in contact supply and demand for values.

b) Holding transactions with securities on behalf of third parties as a commission, (a) President or with any other character, intervening in legal acts corresponding to his or her own name or on behalf of third parties.

c) Self-account negotiation with the general public or with others intermediaries acting in the same way or on behalf of third parties.

XVI.       Qualified investor, the person who habitually has the income, assets or qualitative characteristics that the Commission establishes by means of general provisions. In these provisions, the Commission may establish different types of qualified investor.

XVII.     Institutional investor, the person who in accordance with federal law has such a character or is a financial institution, including when acting as a trustee under the trust that the laws are considered to be institutional investors.

XVIII. Public offer, offering, with or without price, to be made on national territory by means of mass media and indeterminate persons, to subscribe, acquire, dispose or transmit securities, for any degree.

A public offering will also be deemed to be offered in terms of the preceding paragraph, aimed at certain classes of investors.

XIX. Related persons, who in respect of a broadcaster are located in one of the Assumptions:

a) People who control or have significant influence on a moral person who is part of the business group or consortium to which the broadcaster belongs, as well as the directors or administrators and the relevant managers of the members of that group or consortium.

b) People who have command power in a moral person who is part of a group business or consortium to which the broadcaster belongs.

c) Spouse, concubine, or concubinaire and persons who are kinship to consanguinity or civil to the fourth degree or by affinity to the third degree, with natural persons who are in any of the cases referred to in points (a) and (b) above, as well as the partners and co-owners of the natural persons referred to in those points with whom they maintain business relations.

d) Moral persons who are part of the business group or consortium to which they belong the station.

e) The moral people on whom some of the people referred to (a) to (c) above, exercise significant control or influence.

XX. Power of command, the ability to decisively influence agreements adopted in the meetings of shareholders or meetings of the board of directors or in the management, conduct and execution of the business of a broadcaster or moral persons in control or in which it has a significant influence. They are presumed to have command power in a moral person, unless otherwise tested, persons who are located in any of the following cases:

a) Shareholders who have control.

b) Individuals who have links to a broadcaster or to moral people who integrate the business group or consortium to which it belongs, through lifetime, honorary or any other similar or similar titles to the previous ones.

c) People who have transmitted the control of the moral person under any title and free of charge or at a lower than market or accounting value, in favour of individuals with whom they have kinship by consanguinity, affinity or civil to the fourth grade, the spouse, the concubine or the concubinaire.

d) Who instruct relevant counselors or managers of the moral person, the taking of decisions or the execution of operations in a society or the moral persons it controls.

XXI. Registration, the National Registry of Values.

XXII.     Secretariat, the Secretariat of Finance and Public Credit.

XXIII. subsidiary controlling company, the Mexican company authorized to constitute and operate as a controlling company under the terms of the Law for Regular Financial Pools, and in the capital of which a foreign financial institution is a majority.

XXIV. Securities, shares, social parties, obligations, bonds, optional securities, certificates, notes, letters of exchange and other evidence of credit, nominated or nominated, whether or not entered in the Register, which may be circulated on the securities markets referred to in this Law, which are issued in series or en masse and represent the social capital of a moral person, an aliquot part of a good or the participation in a collective credit or any individual right of credit, in the terms of applicable domestic or foreign laws.

The above terms may be used in the singular or in the plural without meaning that it changes their meaning.

Article 3.- The stock companies will be obliged to provide what is necessary for the moral persons to control the acts. (a) to ensure compliance with the provisions set out in Articles 28, fractions I to III, V and VII, 31, 44, first paragraph and fractions I, III to V, XII and XIII, 47 and 104 to 106 of this Law. Without prejudice to the adoption by stock-stock companies of the resolutions, determinations and requests for information referred to in those articles, for implementation, the formalities required in the cases shall be observed. competent social bodies of the moral persons they control, subject to the laws and other applicable provisions governing the latter, even in the case of foreign companies.

The stock companies and the moral persons they control shall be regarded as a single economic unit for the purposes of disclosure, accounting and holding of the operations referred to in Articles 28, fraction III and 47 of this Law, without prejudice to the obligations that other laws impose on the aforementioned moral persons.

Dealing with moral people who are controlled by stock companies controlled in turn by another stock company, compliance with the obligations laid down in this Law in respect of such moral persons shall be the responsibility of the stock-exchange company directly controlling them.

The obligations that this Law imposes on the social organs of stock companies with respect to the moral persons they control, will not be applicable when The latter are also stock-holding companies.

Article 4.- Legal acts that are held in contravention of the provisions of this Law, shall, where appropriate, give rise to the payment of damages and damages. the imposition of the administrative and criminal penalties provided for by this legal order, without any such contravention of the acts in the protection of the third parties in good faith, unless this law expressly establishes the in the case in question.

Article 5.- Commercial law, stock and market practices, and federal civil law, in the order cited, will be supplementary to this Law.

The Federal Executive, through the Secretariat, may interpret the provisions of this Law for administrative purposes.

Article 6.- The dissemination of information for the purposes of promotion, marketing or advertising on securities, addressed to the general public, shall be subject to the prior authorisation from the Commission. Without prejudice to the foregoing, the Commission may, by means of general provisions, establish assumptions under which it is not necessary to comply with that requirement.

For promotional or marketing purposes, messages relating to the securities which are the subject of a public offering or placement may not be disseminated for promotional or marketing purposes, the content of which is not included in the prospectus for placement, supplements, brochures or information documents authorised by the Commission.

Information to be disclosed on the occasion of a public offering of securities shall be consistent and refer to the prospectus, supplement, prospectus or document information, in such a way as to be determined by the Commission by means of general provisions.

The promotion, marketing or advertising relating to the services or operations of securities market intermediaries, stock exchanges, institutions for the securities deposit, central securities counterparties, price providers, securities and corporate rating institutions that manage systems to facilitate securities transactions, shall not require the authorisation provided for in the first subparagraph of this article, but must be subject to the guidelines and criteria to be established by the Commission itself by means of general provisions.

The Commission may order the rectification, suspension or cancellation of the information that is disclosed in violation of this article.

Article 7.- The values, to be the subject of public offering within the national territory, must be entered in the Register.

The offer abroad, of securities issued in the United Mexican States or by Mexican moral persons, directly or through trusts or figures Similar or equivalent, the Commission shall be notified of the main characteristics of the tender and shall comply with the general provisions which the Commission shall issue.

Persons who offer securities as referred to in the preceding paragraph must expressly enter in the information document they use for their purposes. dissemination, that the securities subject to the offer may not be offered publicly on national territory.

Article 8.- The private offering of securities not entered in the National Securities Register on national territory may be made by any person, provided that it meets any of the following requirements:

I.           Be made exclusively to institutional or qualified investors.

II. Values representing the social capital of moral persons, or their equivalent, to less than one hundred people, regardless of whether they are one or more classes or series.

III. Be done under applicable plans or programs in general to employees or groups of employees of the company that issues the values or moral persons that it controls or controls it.

IV. Be made to shareholders or members of moral persons who perform their social object exclusive or preponderantly with these.

The Commission, adjusting to the guidelines approved by its Governing Board, will be empowered to authorize the conduct of private offers other than those mentioned above. in the previous fractions, for which it shall take into account the means of dissemination to be used, the number and type of investors to whom the corresponding offer is intended to be addressed, the distribution of the securities as well as the terms and conditions to be stipulated.

Article 9.- Intermediation with securities entered in the Register may only be provided by authorized financial institutions, as provided for in this or other laws, to act as securities market intermediaries.

Securities market intermediaries may grant the securities intermediation service not entered in the Register, only in respect of representative shares of the social capital of moral persons, adjusting to what is established in this Law.

intermediation activities with securities that are operated abroad or issued in accordance with foreign laws, which may be listed in the system International quotes from a stock exchange may only be provided through such a system.

Except as stated in the preceding paragraphs, the purchase and sale of securities may be made by any person provided that this Law does not establish otherwise.

Title II

Of the stock market's stock companies

Article 10.- Anonymous companies that are located in any of the following cases will be subject to the provisions of this Law:

I.           Adopt or are constituted by the character of anonymous investment-promoting companies.

II. Get the registration in the Register of the representative actions of your (a) share capital or debt securities representing such shares, in which case they shall have the character of stock-holding companies.

Anonymous investment-promoting companies shall not be subject to the supervision of the Commission, unless they register securities in the Register.

Article 11.- The public limited liability companies that intend to constitute themselves through the public subscription mechanism referred to in Article 90 of the General Law of Trading companies must register the shares representing their registered capital in the Register and obtain the authorization of the Commission to make their public offer, in accordance with the requirements applicable to them in terms of the Law.

Chapter I

Of the investment-promoting anonymous companies

Article 12.- Anonymous companies may be constituted as anonymous investment companies or adopt such a modality, observing the special provisions contained in this legal order and, as far as is not provided for in this law, as stated in the General Law of Companies.

Anonymous companies that once constituted intend to adopt the modality referred to in this article, must previously have the agreement of their assembly Extraordinary general of shareholders. Shareholders who vote against, may exercise the right of separation to the book value of the shares at the date of their financial year, once the corresponding agreement has been concluded.

The social denomination of the companies referred to in this article will be freely formed as provided for in Article 88 of the General Company Law. Mercantiles, the expression "Promoter of Investment" or its abbreviation "P.I." must be added to its social name.

Article 13.- The anonymous investment-promoting companies, in addition to the requirements referred to in Article 91 of the General Law of Companies of Companies, may provide for stipulations that, without prejudice to the provisions of Article 16, fractions I to V of this Law:

I. Impose restrictions, of any nature, to the ownership or rights, in respect of shares in the same series or representative class of social capital, other than as provided for in Article 130 of the General Law on Companies.

II.         Establish causes of exclusion of members or to exercise rights of separation, withdrawal, or to write down shares, in addition to the provisions of the General Law of Companies, as well as the price or the basis for their determination.

III. Allow actions other than those referred to in Articles 112 and 113 of the General Law of Companies that:

a) Do not trust voting rights or the vote will be restricted to some issues.

b) Grant non-economic social rights other than the right to vote or exclusively the right to vote.

c) Limit or extend the distribution of utilities or other special economic rights, in Exception to the provisions of Article 17 of the General Law on Companies.

d) Trust the right of veto or require the favorable vote of one or more shareholders, with respect to the resolutions of the general assembly of shareholders.

The actions of this fraction shall be computed for the determination of the quorum required for the installation and voting in the shareholders ' assemblies, exclusively in matters for which they confer the right to vote to their holders.

IV.         Implement mechanisms to follow in case shareholders do not reach agreements on specific issues.

V. Extend, limit or deny the preferred subscription right referred to in the Article 132 of the General Law of Companies. In this respect, means of advertising other than those referred to in that legal provision may be provided.

VI. Allow limitation of liability in damages caused by your relevant directors and directors, arising from the acts they carry out or the decisions they take, in terms of the provisions of Article 33 of this Law.

Titles relating to shares representing the share capital of the investment-promoting public limited liability companies shall, where appropriate, include the following: stipulations provided for in this article.

Section I

Of administration and surveillance

Article 14.- The management of the investment-promoting anonymous companies shall be entrusted to an administrative board.

Article 15.- Anonymous investment-promoting companies may adopt for their administration and surveillance, the integration, organization and the functioning of stock companies, in which case the requirement for the independence of members is not compulsory.

By adopting the above mentioned regime, the directors and the general manager of the company shall be subject to the provisions relating to the organisation, functions and liabilities provided for in this legal order for stock companies; otherwise, they will be subject to the arrangements for organisation, functions and responsibilities provided for in the General Law on Companies.

The investment-promoting anonymous companies which adopt the scheme referred to in this provision shall not be subject to the provisions of Article 16 (II) of the present legal order, but in any case they must have an independent external auditor and a committee composed of advisers who perform the audit functions in place of the commissioner's figure.

Section II

Of stakeholder assemblies and agreements between partners

Article 16.- The shareholders of the investment-promoting anonymous companies shall be entitled to:

I.           Designate and revoke in general assembly of shareholders a member of the board of directors for every ten percent who have in the individual or in all the actions with the right to vote, even limited or restricted, without the percentage referred to in Article 144 of the General Law on Companies. Such designation may be revoked only by the other shareholders, where the appointment of all other members is revoked, in which case the persons replaced may not be appointed with such a character for the immediate 12 months. following the revocation date.

II.         appoint a commissioner for every ten per cent of the individual or as a whole of the shares with the right to vote, whether or not limited or restricted, without the corresponding percentage being applicable under Article 171 of the Treaty. the General Law of Companies. Such a right may not be exercised when the company is located in the scheme provided for in Article 15 of this Law, by virtue of which it dispenses with the figure of the Commissioner.

III. Request the President of the board of directors or, if applicable, any of the Commissioners, in respect of the matters on which they have the right to vote, at any time to convene a general assembly of shareholders, or to postpone for a single time the vote of any matter in respect of which it is not consider to be sufficiently informed, within three calendar days and without the need for a new call, provided that they have ten per cent of the social capital of the company individually or jointly, without the percentages referred to in Articles 184 and 199 of the General Law of Mercantile Companies.

IV. Exercise civil liability action against administrators for benefit of the company, in terms of the provisions of article 163 of the General Law of Companies and without the need for a resolution of general assembly of shareholders, when in the individual or as a whole they have fifteen percent or more of the shares with voting rights, whether or not limited or restricted or not entitled to vote. Such action may also be exercised in respect of the Commissioners for the purposes corresponding to Article 171 of the said legal order.

In the event of the adoption of the liability regime applicable to the stock companies, shareholders will not be able to take action under the provisions of Article 38 of this Law.

V. Ojudicially, as provided for in Article 201 of the General Law (a) the decisions of the general assemblies, provided that they have the right to vote in the case in question, when they have in the individual or in all the twenty per cent or more of the social capital of the company, without the percentage to which the precept refers is applicable. The above, in addition to the provisions of Article 13, section III, point (d) of this Law.

VI. Concoming among them:

a) Obligations not to develop limited company competing commercial turns in time, subject matter and geographical coverage, without such limitations exceeding three years and without prejudice to other applicable laws.

b) Rights and obligations establishing options for the purchase or sale of shares representative of the social capital of the company, such as:

1.        That one or more shareholders can only dispose of all or part of their shareholding, when the acquirer also requires the acquisition of a proportion or the totality of the shares of other shareholders or shareholders, in the same way conditions.

2.        That one or more shareholders may require another partner to dispose of all or part of their shareholding, when they accept an acquisition offer, in equal terms.

3.        That one or more shareholders have the right to dispose of or acquire another shareholder, who must be obliged to dispose or acquire, as appropriate, all or part of the ownership of the transaction, at a price determined or determinable.

4.        That one or more shareholders are obliged to subscribe and pay a number of shares representing the social capital of the company at a certain or determinable price.

c) Enajenations and other legal acts relating to the domain, disposition or exercise of the the right of preference referred to in Article 132 of the General Law on Commercial Companies, irrespective of whether such legal acts are carried out with other shareholders or persons other than shareholders.

d) Agreements for the exercise of voting rights in shareholders ' assemblies, without the Article 198 of the General Law on Commercial Companies is applicable.

e) Agreements for the disposal of their shares on public offer.

The conventions referred to in this section shall not be applicable to the company except for judicial resolution.

Article 17.- The anonymous investment-promoting companies, after agreement of the management board, may acquire the representative shares of their social capital without the prohibition laid down in the first paragraph of Article 134 of the General Law on Commercial Companies being applicable.

Such companies may undertake the acquisition of the shares in charge of their accounting capital, in which case they may maintain them without the need for a reduction in social capital, or a reduction in social capital, provided that it is resolved to cancel or convert them into non-subscribed shares which they hold in cash. Fixed capital companies may convert shares acquired under this Article into unsubscribed shares which they hold in cash.

The placement, if any, of the shares that are acquired under this article, will not require a resolution of shareholders ' assembly, without prejudice to the decision of the Management Board. Shares issued not subscribed which are held in treasury may be the subject of a subscription by the shareholders. For the purposes of this paragraph, the provisions of Article 132 of the General Law on Commercial Companies shall not apply.

As long as the shares belong to the company, they cannot be represented or voted in assemblies of shareholders of any kind, nor exercise social rights or economic type of type.

Article 18.- Anonymous investment-promoting companies shall be exempt from the requirement to publish their financial statements, as set out in the Article 177 of the General Law of Companies.

Section III

Of the anonymous stock-investing companies

Article 19.- Anonymous investment-promoting companies may apply for registration in the Register of shares representing their share capital or credit titles representing such shares, provided that:

I.           The shareholders ' assembly agrees, prior to the registration of the securities:

a) The modification of your social name by adding to your social name the "Stock market" or its abbreviation "B".

(b) The adoption of the stock-exchange company mode within a time limit which it may not exceed 10 years from the date on which the registration in the register takes effect, or before that time limit, if the accounting capital of the stock-investment holding company concerned, at the end of the financial year of which the in question, exceeds the equivalent in national currency of two hundred 50 million units of investment in accordance with the respective annual, audited or ruling financial statements.

The Commission shall, by means of general provisions, lay down the terms, deadlines and the conditions under which the securities holding companies shall take the form of a stock-exchange company once the assumptions referred to in the preceding paragraph have been met.

c) A programme providing for the progressive adoption of the applicable regime for the stock-holding companies within the period referred to in point (b) above. That programme shall comply with the requirements laid down in the internal rules of the stock exchange in which the shares or receivables representing them are intended to be listed.

d) The statutory changes required to match capital integration Article 108 (1) of the Law of the Court of Justice of the European Court of Justice of the European Union on the rules applicable to public limited liability companies, as well as to provide for the causes and effects of the cancellation of the registration in the Register, in the terms laid down in Article 108, section In no case shall such statutes be able to contemplate any of the stipulations referred to in Article 13, fractions I to III of this legal order.

The shareholders ' assembly, in addition to the above, must identify the a person or group of persons who has the control of the company, who shall subscribe to the act which is lifted on the occasion of the holding of the assembly, stating their conformity.

II.         The board of directors shall have at the time of registration, at least one independent adviser, meeting the requirements set out in Article 26 of this Law.

III. The society has a committee to assist the board of directors in the performance of activities related to corporate practices, in line with those foreseen for stock companies. The committee shall be composed exclusively of members of the Management Board and shall be chaired by a counsellor who has the status of an independent.

The company may choose to assign the audit functions to that committee provided for in this Law for stock companies, in which case the provisions of Articles 15 and 16, Part IV of this legal order shall apply.

IV. The secretary of the board of directors authenticates the ownership of each of the shareholders.

Article 20.- The anonymous investment-promoting companies that obtain the registration in the Register of the representative shares of their social capital or securities representing such shares may be placed on a stock exchange with or without public offering such securities, provided that:

I. Preview expressly and notably in the prospectus for placement or prospectus information that they use for placement of the values:

a) The differences in the organization, operation, disclosure regime and, where applicable, listing and maintenance requirements, in relation to stock-stock companies.

b) The terms and conditions of the programme referred to in Article 19, I, paragraph c) of this Act.

c) Repeals

II. Get approval of the programme referred to in Article 19, fraction I, (c) of this legal order, by the exchange in which they intend to list their securities.

Last paragraph.-Repeated

Article 21.- The anonymous investment-promoting companies, in order to obtain and maintain the registration referred to in Article 19 of this Law, shall be subject to the established in Articles 48, 49, fraction IV and penultimate and last paragraphs 53 to 57, 83 to 92 and 95 to 112 of this Act.

The Commission may, by means of general provisions, reduce the requirements applicable to registration and maintenance in the Register of shares representative of the share capital of the public limited liability companies or credit institutions representing such shares, as well as in the disclosure of information, in relation to those required under this Law for stock-stock companies.

Stock exchanges will be required to verify on a regular basis the degree of progress and compliance by the investment-promoting anonymous companies. securities, to the programs referred to in Article 19, fraction I, paragraph c) of this Law. Such stock exchanges shall inform the Commission of any non-compliance with the above mentioned programmes, within five working days of their knowledge of such programmes.

It will be the cause of cancellation of the registration in the Register, of the representative shares of the social capital of the stock companies promoting stock investment or (a) the amount to be taken into account in the case of the undertaking in question, the amount of which shall be taken into account in the case of the undertaking in question; public procurement, within one hundred and eighty days either natural or, where the three-year period of the said programme is completed, the date on which it is required by the Commission, whichever is the first, in accordance with the provisions of Article 108 (1) of this Law. Until such time as the abovementioned public offer is made, the Commission may, as a precautionary measure, decree the suspension of the registration of the securities concerned in the Register, in order to prevent the occurrence of such conditions. disordered on the market.

Chapter II

From stock companies

Article 22.- Limited companies whose representative shares of the share capital or debt securities representing such shares are registered in the Register, they shall form their social denomination freely in accordance with the provisions of Article 88 of the General Law of Companies, and shall additionally add to their social name the expression "Stock market", or its abbreviation "B".

Stock-stock companies will be subject to the special provisions contained in this legal order and, as far as is not provided for, to the Stated in the General Law of Companies.

Financial institutions that obtain the registration in the Register of the representative shares of their registered capital or credit titles that represent them, shall be subject to the provisions of the special laws of the financial system governing them and other secondary provisions issued in accordance with those laws, as well as to the following:

I. Shareholders shall have the rights set out in Articles 48 to 52 of this Law.

II. Social capital shall be composed in accordance with the provisions of the relevant laws to the financial system that rijan them. Where such laws do not regulate such a composition, the entity shall comply with the provisions of this Law.

Financial institutions may issue unsubscribed shares which they retain in cash, as well as to acquire and place the shares representative of its share capital, in terms of the provisions of Articles 53, 56 and 57 of this legal order, except in the case of investment companies in debt instruments, of variable income and specialized in retirement funds, which will be subject, as appropriate, to the Law on Investment Companies, to the Law on Savings Systems for Retirement and to the general provisions that emanate from such laws.

III. Disclosure of information, in addition to what is provided for in the special laws of the financial system which the rijan and secondary provisions which emanate from such laws shall be governed by the provisions of Articles 104 to 106 of this Law and provisions of a general nature which emanate from this legal order, except in the case of of investment companies in debt instruments, of income variable and specialized in retirement funds, which will be subject to the Investment Company Law, to the Law on Retirement Savings Systems and general provisions that emanate from such laws.

IV. The integration, organization and functioning of social organs, including administration and surveillance must comply with the provisions of the special laws of the financial system which govern them and secondary provisions emanating from such laws, except in the case of companies controlling financial groups which shall be subject to such matters as provided for in the present legal order.

Without prejudice to the above and with the above mentioned exception, the functions that the present legal order provides for the shareholders ' assembly, the board of directors, the committees which perform the functions in the field of social and audit practices, and the general manager of stock companies, be carried out in the financial institutions concerned, by some body social or person, in terms of the provisions of the special laws of the financial system that govern them and provisions that emanate from them. Where the respective special rules do not regulate any of the functions, the financial institution shall be subject to that function as provided for in this Act.

V. The shareholders, as well as the owners of the social organs and people who be responsible for the administration and supervision of the financial institution, shall be liable for their acts in the terms which, where appropriate, provide for the special laws of the financial system governing them and in accordance with the law of trade and of order common.

Dealing with controlling societies of financial groups, shareholders and shareholders persons who are in charge of the administration and supervision of the entity shall be subject to duties, duties and responsibilities as provided for in this legal order.

Section I

Administration

Article 23.- Stock-stock companies will have their administration entrusted to a board of directors and a general manager, who will perform the functions that are established by this legal order.

Article 24.- The board of directors of stock companies shall be composed of a maximum of twenty-one members, of which, at least, Twenty-five percent shall be independent. For each individual member, the alternate member may be appointed, on the understanding that the alternate members of the independent directors must have this same character.

In no case may they be directors of the stock companies, the persons who have served as the external auditor of the company or of any of the the moral persons who are members of the business group or consortium to which it belongs, during the 12 months immediately preceding the date of appointment.

The board of directors shall also appoint a secretary who shall not be a member of the social body, who shall be subject to the obligations and responsibilities which this legal order establishes.

Advisers will continue to perform their duties, even if the time limit for which they have been appointed has been concluded or by the resignation of the office. a period of 30 calendar days, in the absence of the replacement designation or when the replacement is not held, without being subject to the provisions of Article 154 of the General Law on Companies.

The board of directors may appoint interim directors, without the intervention of the shareholders ' assembly, when any of the alleged cases are updated. in the preceding paragraph or in Article 155 of the General Law of Companies. The assembly of shareholders of the company shall ratify such appointments or appoint the substitute members in the assembly following such an event, without prejudice to the provisions of Article 50, part I of this order. legal.

Article 25.- The management board, for the performance of the functions assigned to it by this Law, will be assisted by one or more committees that it establishes for effect. The committee or committees which carry out the activities in the field of social and audit practices referred to in this Law shall be composed exclusively of independent directors and a minimum of three members appointed by the Council itself, Proposal from the President of the Social Body. In the case of stock companies which are controlled by a person or group of persons who have 50% or more of the share capital, the committee of social practices shall be integrated, at least, by a majority of members. provided that such circumstance is disclosed to the public.

When for any cause, the minimum number of members of the committee carrying out the audit functions and the board of directors shall not be present. Any shareholder may ask the president of the council to convene on the term of three calendar days, a general assembly of shareholders to hold the office of directors of the shareholders. the corresponding designation is made. If the call is not made within the prescribed period, any shareholder may occur to the judicial authority of the company's domicile, in order for the company to make the call. In the event that the assembly is not convened or that the appointment is not made, the judicial authority of the company's domicile, at the request and proposal of any shareholder, shall appoint the appropriate directors, who shall shall operate until the general assembly of shareholders makes the final appointment.

Article 26.- The independent directors and, where appropriate, the respective alternates, shall be selected for their professional experience, capacity and prestige, Furthermore, it is also considered that it is capable of carrying out its functions free of conflicts of interest and without being subject to personal, economic or economic interests.

The general meeting of shareholders in which the members of the board of directors are appointed or ratifies or, where appropriate, the one in which they are reported on designations or ratifications, will qualify the independence of its members. Without prejudice to the above, in no case may the following persons be appointed or served as independent counsellors:

I. Relevant managers or employees of society or moral people who they are the business group or consortium to which they belong, as well as the commissioners of the latter. This limitation shall apply to natural persons who have held such positions for the 12 months immediately preceding the date of designation.

II. Natural persons who have significant influence or command power in the company or any of the moral persons in the business group or consortium to which the company belongs.

III. Shareholders who are part of the group of persons who maintain control of the society.

IV. Customers, service providers, suppliers, debtors, creditors, partners, directors or employees of a company that is a customer, service provider, supplier, debtor or major creditor.

A customer, service provider, or provider is considered to be important, when the the company's sales account for more than ten per cent of the total sales of the customer, service provider or supplier during the 12 months preceding the date of the appointment. In addition, a debtor or creditor is considered to be important, where the amount of credit is greater than 15% of the assets of the company itself or its counterparty.

V. Those who have kinship by consanguinity, affinity or civil to the fourth degree, as well as the spouses, concubine and concubinaire, of any of the natural persons referred to in fractions I to IV of this article.

The independent directors who, during their assignment, cease to have such a characteristic, must do so at the latest in the knowledge of the management board next session of that body.

The Commission may object to the qualification of the company and the counsellor concerned, and in agreement with its Governing Board, to the independence of the members of the board of directors, where there are elements demonstrating the lack of independence in accordance with the provisions of fractions I to V of this Article, of course in which they shall lose the said character. The Commission shall have a period of 30 working days from the date of notification which the stock-exchange company makes in terms of the applicable provisions, in order to object, where appropriate, to the independence of the respective counsellor; After that period without the Commission issuing its opinion, it shall be understood that there is no objection. The above, without prejudice to the fact that the Commission may object to such independence, where it is subsequently detected that during the assignment of any counsellor it is found in any of the cases referred to in this Article.

Article 27.- The board of directors may be held at least four times during each social year.

The chairman of the board of directors or committees carrying out the functions of social and audit practices referred to in this Law, as well as the Twenty-five percent of the members of the society, may convene a council session and insert on the agenda items they deem relevant.

The external auditor of the company may be summoned to the sessions of the board of directors, as a guest with a voice and without a vote, and must refrain from being present in respect of those items on the agenda in which they have a conflict of interest or which may compromise their independence.

Article 28.- The board of directors should deal with the following matters:

I. Setting up general strategies for driving the business of society and moral people that it controls.

II. Monitoring the management and leadership of society and the moral people who are control, considering the relevance of the latter in the financial, administrative and legal situation of the society, as well as the performance of the relevant managers. The above, in terms of the provisions of Section II of this Chapter.

III. Approve, with the prior opinion of the committee that is competent:

a) Policies and guidelines for the use or enjoyment of assets that integrate heritage of the society and the moral people it controls, by related persons.

b) The operations, each individual, with related persons, that you intend to celebrate the society or moral people that it controls.

Will not require approval from the board of directors, the operations below point out, provided that they adhere to the policies and guidelines that the council approves to the effect:

1.      Operations that are not relevant to the company or moral persons that it controls because of its value.

2.      The operations performed between the society and the moral persons it controls or where it has a significant influence or among any of them, provided that:

i) Be the ordinary or usual spin of the business.

ii) Be considered to be made at market prices or supported in valuations made by specialist external agents.

3.      Operations that are performed with employees, as long as they are performed under the same conditions as with any client or as a result of general-character employment benefits.

c) Operations that are running, either simultaneously or successively, that are characteristics can be considered as a single operation and intended to be carried out by the company or the moral persons it controls, within the period of a social exercise, where they are unusual or non-recurring, or their amount represents, based on figures corresponding to the immediate quarter closure above in any of the following assumptions:

1.      The acquisition or disposal of goods with a value equal to or greater than five percent of the consolidated assets of the company.

2.      The granting of guarantees or the assumption of liabilities for a total amount equal to or greater than five percent of the consolidated assets of the company.

Investments in debt securities or in banking instruments are excepted, always to be carried out in accordance with the policies adopted by the Council itself.

d) The appointment, election and, where appropriate, removal of the director general of the company and its comprehensive remuneration, as well as policies for the integral designation and remuneration of other relevant managers.

e) Policies for the granting of mutual, loans or any kind of credit or guarantees to related persons.

f) The waivers for a counselor, relevant manager, or person with command power, take advantage of business opportunities for themselves or in favor of third parties, which correspond to the society or the moral persons that it controls or in which it has a significant influence. The supply of such transactions, the amount of which is less than that referred to in point (c) of this fraction, may be delegated to any of the committees of the company responsible for the functions of audit or social practices to which it does reference this Law.

g) The guidelines on internal control and internal audit of society and the moral people you control.

h) The accounting policies of society, adjusting to accounting principles recognised or issued by the Commission by means of general provisions.

i) The financial statements of society.

j) The hiring of the moral person who provides the external audit services and, where appropriate, additional or complementary services to external audit services.

When the determinations of the board of directors are not in accordance with the opinions given to him provide the appropriate committee, the said committee shall instruct the director general to disclose such a circumstance to the public investor, through the stock exchange in which the shares of the company or the receivables are represent, adjusting to the terms and conditions that the exchange set out in its rules of procedure.

IV. Present to the general assembly of shareholders that is held on the occasion of the closing of the social exercise:

a) The reports referred to in Article 43 of this Act.

(b) The report which the Director-General draws up in accordance with Article 44, Section XI of this Law, together with the opinion of the external auditor.

c) The opinion of the board of directors on the content of the director's report general as referred to in the preceding paragraph.

d) The report referred to in Article 172 (b) of the General Company Law Market in which the main accounting policies and criteria and information followed in the preparation of financial information are contained.

e) The report on the operations and activities in which you intervened according to What is foreseen in this Law.

V. Follow up on the main risks that society is exposed to and (a) moral persons who are under control, identified on the basis of the information submitted by the committees, the Director-General and the moral person providing the external audit services, as well as the accounting systems, internal control and internal audit, registration, file or information, of these and that, what it may carry out through the committee carrying out the audit functions.

VI. Approve information and communication policies with shareholders and the market, as well as with relevant directors and directors, to comply with the provisions of this legal order.

VII. Determine the appropriate actions to remedy the irregularities that be of your knowledge and implement the appropriate corrective measures.

VIII. Set the terms and conditions to which the CEO will be adjusted in the exercise of their powers of domain acts.

IX. Order the Director-General to disclose to the public the relevant events of You have knowledge. The above, without prejudice to the obligation of the Director-General referred to in Article 44, fraction V of this Law.

X. Other than this Law establishes or is provided for in the social statutes of the company, in accordance with this legal order.

The board of directors will be responsible for monitoring compliance with shareholder assemblies agreements, which may be carried out through the board of directors. exercise the audit functions referred to in this Law.

Article 29.- The members of the board of directors shall perform their duties by seeking the creation of value for the benefit of the company, without favouring a a shareholder or group of shareholders. They must act diligently by adopting reasoned decisions and fulfilling the other duties imposed on them by virtue of this Law or the social statutes.

Section A

From the duty of diligence

Article 30.- The members of the administrative board, in the diligent exercise of the functions that this Law and the social statutes entrust to that body social, must act in good faith and in the best interest of society and moral people that it controls, for which they can:

I. Request information from the society and moral people it controls, let it be reasonably necessary for decision making.

For the purpose, the board of directors of the company may establish, with the prior the opinion of the committee that performs the audit functions, guidelines setting out how such requests will be made and, where appropriate, the scope of the requests for information by the members.

II. Require the presence of relevant managers and other people, including external auditors, who can contribute or contribute elements for decision-making in council meetings.

III. Apply the sessions of the board of directors, when a counselor does not (a) whether or not the information provided to the other members of the Board has been provided in time or, where appropriate, not been provided. Such postponement shall be up to three calendar days, and the council may be sessioned without the need for a new call, provided that the deficiency has been remedied.

IV. Deliberate and vote, requesting are present, if they so wish, exclusively members and the secretary of the board of directors.

Article 31.- The members of the board, the relevant managers, and the other persons who perform the powers of representation of the company Stock exchange, must provide what is necessary to comply with the provisions of this Law, observing the provisions of Article 3 of this Law.

The information that is presented to the board of directors of the company by relevant managers and other employees, both of the company itself and of the Moral persons who are in control must be subscribed by the persons responsible for their content and elaboration.

The members of the board of directors and other persons who perform a job, position or commission in any of the moral persons who control an anonymous company securities or in which it has a significant influence, shall not fail to the discretion and confidentiality established in this or other laws, when they provide information as provided for in the management board of the company anonymous stock exchange, relative to those referred to as moral persons.

Article 32.- The members of the management board of the stock-stock companies will fail to perform due diligence and be liable for liability. in terms of the provisions of Article 33 of this Law, where they cause property damage to the company or to the moral persons it controls or has a significant influence on, by virtue of updating any of the assumptions following:

I. Refuse to attend, except for justified cause in the judgment of the assembly shareholders, meetings of the board and, where appropriate, committees of which they are a party, and which, in the event of their inattendance, may not be legally held by the body concerned.

II. Do not disclose to the board of directors or, where appropriate, the committees of they are party, relevant information that they know and that is necessary for the proper decision-making in such social bodies, unless they are legally or contractually obliged to keep secret or confidential in this respect.

III. Infulfill the duties imposed on them by this Law or the social statutes of the society.

Article 33.- The responsibility of compensating for damages caused to the society or to the moral persons who are controlling or in which has a significant influence, due to the lack of diligence of the members of the management board of the stock-stock companies, as a result of the acts they carry out or the decisions they take in the council or those they leave to (a) to be taken into account in the absence of a legally binding social body; the guilty parties who have taken the decision or caused the social organ to be unable to meet. Such compensation may be limited in the terms and conditions expressly stated in the social statutes or by the general assembly of shareholders, provided that it is not intentional or bad acts, or unlawful acts in accordance with this or other laws.

Stock-stock companies may agree to indemnification and to contract in favour of the members of the board of directors, insurance, sureties or rubbers to cover the amount of the compensation for the damages caused by his or her performance to the society or moral persons in control or in which he has a significant influence, except in the case of acts of wilful or bad faith, or illegal acts in accordance with this or other laws.

Section B

Of the duty of loyalty and unlawful acts or deeds

Article 34.- The members and secretary of the board of directors of stock companies shall be required to keep confidential information and matters having knowledge on the basis of their position in the company, where such information or matters are not of a public nature.

Members and, where appropriate, the Secretary of the Administrative Board, who have a conflict of interest in any matter, shall refrain from participating and present. in the deliberation and vote of that case, without affecting the quorum required for the installation of the said board.

The members shall be jointly and severally liable with those who have preceded them in the position, for the irregularities in which they have been incurred, shall communicate them in writing to the committee carrying out the audit functions and to the external auditor. They shall also be required to inform the audit committee and the external auditor of all irregularities which, during the exercise of their duties, are aware of and relate to the society or moral persons involved. control or in which it has significant influence.

Article 35.- The members and secretary of the board of directors of the stock companies will incur disloyalty in relation to the company and, in result, they shall be liable for damages caused to the same or to the moral persons who are controlling or in which he has a significant influence, when, without legitimate cause, by virtue of his employment, position or commission, they obtain economic benefits for themselves or those seeking in favour of third parties, including a given shareholder or group of shareholders.

Likewise, members of the board of directors shall incur disloyalty to the company or moral persons it controls or has an influence on. significant, being responsible for the damages caused to these or that, when they perform any of the following behaviors:

I. Vote in the sessions of the board of directors or make determinations related to the heritage of the society or moral persons it controls or has significant influence on, with conflict of interest.

II. Do not disclose, in matters dealt with in the sessions of the council of (a) administration or committees of which they are a party, conflicts of interest with respect to the company or moral persons it controls or in which they have a significant influence. For this purpose, members must specify the details of the conflict of interest, unless they are legally or contractually obliged to keep secret or confidential in this respect.

III. Please, knowingly, favor a certain shareholder or group of shareholders of the a company or a moral person who is in control or in which it has a significant influence, to the detriment or detriment of other shareholders.

IV. Approve the operations that celebrate the society or the moral people that it is control or have significant influence, with related persons, without adjusting or complying with the requirements that this Law establishes.

V. Take advantage of or approve in favor of third parties, the use or enjoyment of goods that are part of the assets of the company or moral persons it controls, in contravention of the policies approved by the board of directors.

VI. Hagan misuse of relevant information other than public knowledge, on the society or moral persons it controls or on which it has significant influence.

VII. Take advantage of or exploit, for your own benefit or in favor of third parties, without the waiver the management board, business opportunities that correspond to the society or moral persons that it controls or has significant influence on.

The effect shall be deemed, unless proof to the contrary, to be used or exploited the business opportunity that corresponds to the society or moral persons that it controls or where it has a significant influence, when the counselor, directly or indirectly, carries out activities that:

a) Be of the ordinary or usual spin of the society itself or of the moral people who control or in which it has significant influence.

b) Implies the celebration of an operation or business opportunity that originally be addressed to the society or moral persons referred to in the preceding paragraph.

c) Involve or intend to engage in commercial or business projects to develop by the company or the moral persons referred to in subparagraph (a) above, provided that the counsellor has had prior knowledge of this.

As provided for in the first paragraph of this Article, as well as in fractions V to VII thereof, it shall also apply to persons exercising command power in the society.

Dealing with moral persons in which a stock market company has significant influence, disloyalty liability will be payable to members and Member of the Board of Directors of that company contributing to the obtaining, without legitimate cause, of the benefits referred to in the first paragraph of this Article.

Article 36.- The members and secretary of the management board of the stock companies shall refrain from any of the behaviors that are then set:

I. Generate, disseminate, publish, or provide information to the public in society or moral persons who are in control or in which they have a significant influence, or on the values of any of them, knowing that it is false or misleading, or, to order that any such conduct is carried out.

II. Sort or cause the record of operations performed by the society or the moral people it controls, as well as alter or order to alter the records to hide the true nature of the operations held, affecting any concept of the financial statements.

III. Hide, omit, or cause to hide or omit to reveal relevant information that in terms of this legal order must be disclosed to the public, to the shareholders or to the holders of securities, unless this Law provides for the possibility of their deferral.

IV. Order or accept that false data be entered into the accounts of the company or Moral people who control it. Unless proof to the contrary, the data included in the accounts are presumed to be false when the authorities, in exercise of their powers, require information relating to the accounting records and the society or moral persons that the control do not count on it, and the information supporting the accounting records cannot be credited.

V. Destroy, modify, or order to be destroyed or modified, in whole or in part, the accounting systems or records or the documentation which originates from the accounting entries of a company or the moral persons it controls, prior to the expiry of the legal time limits for conservation and for the purpose of concealing their registration or evidence.

VI. Destroy or order to destroy, totally or partially, information, documents, or files, including electronic files, for the purpose of preventing or obstructing the Commission's supervisory acts.

VII. Destroy or order to destroy, totally or partially, information, documents, or files, including electronic files, for the purpose of manipulating or hiding relevant data or information from society to those with legal interest in meeting them.

VIII. Submit to the Commission documents or false or altered information, with the object of hide its true content or context.

IX. Altering active or passive accounts or contract conditions, making or to order that transactions or non-existent expenses be recorded, to exaggerate the real ones or to intentionally carry out any act or operation that is illegal or prohibited by law, generating in any of those cases a breach or prejudice in the patrimony of the society in question or the moral persons controlled by the is, for its own economic benefit, either directly or through a third party.

The provisions of this article will also apply to persons exercising command power in society.

Article 37.- The responsibility of compensating for damages caused by the acts, acts or omissions referred to by the Articles 34, 35 and 36 of this Law shall be jointly and severally among the guilty parties who have taken the decision and shall be liable for damages or damages. The appropriate compensation must cover the damages caused to the society or moral persons who are controlling or in which it has a significant influence and, in any case, the removal of the charge of the culprits will be carried out.

The offeree company may, under no circumstances, be able to agree otherwise, or to provide in its social statutes, benefits, benefits or exclusionary liability, to limit, release, replace or compensate for the liability of the liability referred to in the legal precepts referred to in the preceding paragraph, nor to contract in favor of any person any insurance, sureties or cautions that cover the amount of the compensation for damages caused.

Section C

Of responsibility actions

Article 38.- The responsibility deriving from the acts referred to in this Chapter shall be exclusively for the benefit of the society or the moral person who is control or have a significant influence on the property damage.

The liability action may be exercised:

I. By the stock market company.

II.         By the shareholders of the stock-exchange company which, individually or as a whole, have the ownership of shares with the right to vote, whether or not limited or restricted, or without the right to vote, representing five percent or more of the share capital of the stock company.

The plaintiff will be able to compromise the amount of the compensation for damages, provided that he has previously submitted to the approval of the board of directors of the company, the terms and conditions of the relevant court agreement. The lack of such formality will be a cause of relative nullity.

The exercise of the actions referred to in this Article shall not be subject to compliance with the requirements laid down in Articles 161 and 163 of the General Law of Mercantile Companies. In any event, such actions shall comprise the total amount of the responsibilities in favour of the company or of the moral persons it controls or in which it has a significant influence and not only the personal interest of the Applicants.

The action referred to in this article by any of the persons referred to in the preceding fractions I and II, in favour of the moral persons controlling a the stock-exchange company or in which it has a significant influence, shall be independent of the actions to be exercised by the moral persons themselves or the shareholders of the latter in accordance with the provisions of Articles 161 and 163 of the General Law of Companies.

Actions which are intended to require liability in terms of this Article shall be prescribed in five years from the day on which the act or caused the corresponding property damage.

In any case, the persons who, in the judgment of the judge, have exercised the action referred to in this article, with fear or bad faith, shall be sentenced to pay the costs in terms of what is established in the Trade Code.

Article 39.- The liability that this Act imputes to the members and secretary of the board of directors, as well as to the relevant directors of the companies Stock exchange securities shall be payable, and where the shares representing the share capital of such companies, are placed among the public by means of receivables representing such shares, issued by institutions Trust protection, of course in which the action to which it is Article 38 of this Law may be exercised by the trust institution or by the holders of such securities representing the percentage of capital referred to in section II of that article.

Article 40.- The members of the board of directors shall not, individually or as a whole, incur liability for the damages they cause. to the company or to the moral persons who are in control or in which it has a significant influence, arising from the acts which they carry out or the decisions which they adopt, when acting in good faith, any of the exclusionary The following liability:

I. Den compliance with the requirements that this Law or the social statutes establish for the approval of the matters to be known to the board of directors or, where appropriate, committees of which they are a party.

II. Take decisions or vote in the sessions of the board of directors or, in their case, committees to which they belong, based on information provided by relevant managers, the moral person providing the external audit services or independent experts, whose capacity and credibility do not give cause for doubt reasonable.

III. Hayan selected the most appropriate alternative, to your loyal knowledge and understanding, or Negative property effects have not been foreseeable, in both cases, on the basis of the information available at the time of the decision.

IV. Cumplan the shareholders ' assembly agreements, as long as these are not violation of the law.

Section II

From Surveillance

Article 41.- The supervision of the management, conduct and execution of the business of stock companies and of the moral persons they control, Considering the relevance of the latter to the financial, administrative and legal situation of the former, it shall be the responsibility of the Management Board through the committees which it constitutes to carry out the activities in question. the subject of social and audit practices, as well as through the person the moral audit of the society, each within the scope of their respective competences, as indicated in this Law.

Stock-stock companies shall not be subject to the provisions of Article 91, part V of the General Law on Companies, nor shall they be applicable to such companies. companies Articles 164 to 171, 172, last paragraph, 173 and 176 of that Law.

Article 42.- The management board, in the performance of its surveillance activities, will be assisted by one or more committees responsible for the development of the following activities:

I. In the field of social practices:

a) Give your opinion to the board of directors on matters that are up to you this Act.

b) Request the opinion of independent experts in cases where you judge appropriate, for the proper performance of their duties or when in accordance with this Law or provisions of a general nature is required.

c) Convening shareholders ' assemblies and having them inserted on the agenda those assemblies the points they consider relevant.

d) Support the board of directors in the preparation of the reports referred to Article 28, section IV, points (d) and (e) of this Act.

e) Other than this Law establishes or is foreseen in the social statutes of the society, in accordance with the functions assigned to you by this legal order.

II. On audit:

a) Give your opinion to the board of directors on matters that are up to you this Act.

b) Evaluate the performance of the moral person providing the audit services and to analyze the opinion, opinions, reports or reports that the external auditor produces and subscribes. To this end, the committee may require the auditor to be present when it considers it appropriate, without prejudice to the fact that he must meet with the latter at least once a year.

c) Discuss the financial statements of the company with the persons responsible for its elaboration and review, and on the basis of which to recommend or not to the board of directors for approval.

d) Inform the management board of the situation that the control system keeps internal audit and internal audit of the company or moral persons it controls, including irregularities which, where appropriate, detect.

e) To elaborate the opinion referred to in Article 28, fraction IV, paragraph c) of this Law and submit it to the Board of Directors for further presentation to the shareholders ' meeting, relying, inter alia, on the opinion of the external auditor. Such an opinion shall, at least:

1.      If the accounting and information policies and criteria followed by the company are adequate and sufficient taking into account the particular circumstances of the company.

2.      If such policies and criteria have been consistently applied in the information presented by the CEO.

3.      If, as a consequence of previous numerals 1 and 2, the information presented by the Director-General reasonably reflects the financial situation and the results of the company.

f) Support the board of directors in the preparation of the reports referred to Article 28, section IV, points (d) and (e) of this Act.

g) Monitoring operations referred to in Articles 28, fraction III and 47 of this Law, shall be carried out in accordance with the provisions of this Law, as well as the policies derived therefrom.

h) Request the opinion of independent experts in cases where you judge appropriate, for the proper performance of their duties or when in accordance with this Law or provisions of a general nature is required.

i) Requiring relevant managers and other employees of society or individuals Member States shall ensure that they are not in a position to take the necessary steps to ensure that they are not in a position to do

.

j) Investigate any non-compliances of which you are aware, to the operations, guidelines and policies of operation, internal control system and internal audit and accounting records, either of the company itself or of the moral persons it controls, for which it shall carry out an examination of the documentation, records and other evidence of evidence, to the extent and extent to which necessary to carry out such surveillance.

k) Receive comments made by shareholders, directors, relevant directors, employees and, in general, of any third party, in respect of the matters referred to in the foregoing paragraph, and to carry out the actions which they consider to be related to such observations.

l) Request regular meetings with relevant managers as well as delivery of any type of information related to the internal control and internal audit of the society or moral persons it controls.

m) Inform the board of directors of major irregularities detected with reason for the exercise of their duties and, where appropriate, the corrective actions taken or to propose those to be applied.

n) Convening shareholders ' assemblies and requesting that they be inserted on the agenda those assemblies the points they consider relevant.

o) Watch that the director general of compliance with the agreements of the assemblies shareholders and the board of directors of the company, in accordance with the instructions which, if any, the assembly itself or the council itself dictates.

p) Monitoring mechanisms and internal controls to verify that the acts and operations of the society and the moral persons it controls, adhere to the applicable regulations, as well as implement methodologies that make it possible to review the fulfillment of the above.

q) Other than this Law establishes or is foreseen in the social statutes of the society, in accordance with the functions assigned to you by this legal order.

Article 43.- The chairmen of the committees carrying out the functions in the field of social and audit practices shall be appointed and/or removed from their duties. exclusively by the general assembly of shareholders. Such presidents may not preside over the board of directors and shall be selected for their experience, for their recognised capacity and for their professional standing. They shall also draw up an annual report on the activities of these bodies and submit it to the Management Board. That report shall at least cover the following:

I. In the field of social practices:

a) The observations regarding the performance of the relevant managers.

b) Operations with related persons, during the reporting period, detailing the characteristics of the significant operations.

c) Packages of emoluments or integral remunerations of natural persons refers to Article 28, section III, point (d) of this Law.

d) The waivers granted by the board of directors in terms of the In Article 28, section III, point (f) of this Law.

II. On audit:

a) The state that saves the internal control and internal audit system of the society and (a) moral persons who are under control and, where appropriate, the description of their deficiencies and deviations, as well as aspects requiring improvement, taking into account the opinions, reports, statements and the external audit opinion, as well as the reports issued by the independent experts which have provided their services for the period covered by the report.

b) The mention and follow-up of preventive and corrective measures implemented on the basis of in the results of the investigations related to the failure to comply with the guidelines and policies of operation and accounting records, either of the society itself or of the moral persons it controls.

c) Evaluation of the performance of the moral person giving the audit services external, as well as the external auditor in charge of it.

d) The description and assessment of additional or complementary services which, in its case, provide the moral person responsible for conducting the external audit, as well as those granted by independent experts.

e) The main results of the reviews to the financial statements of the society and of the moral people he controls.

f) The description and effects of modifications to approved accounting policies during the period covered by the report.

g) The measures taken in the light of the observations they consider relevant, made by shareholders, directors, relevant directors, employees and, in general, of any third party, with respect to accounting, internal controls and issues related to internal or external audit, or arising from complaints made on facts which estimate irregular in the administration.

h) Monitoring of the shareholders ' and council meetings administration.

For the elaboration of the reports referred to in this legal precept, as well as the opinions mentioned in Article 42 of this Law, the Committee of Practice societariats and auditing should listen to the relevant managers; if there is a difference of opinion with the latter, they will incorporate such differences in the aforementioned reports and opinions.

Section III

Of managing, driving, and running social business

Article 44.- The functions of management, conduct and execution of the business of the society and the moral persons it controls shall be the responsibility of the general manager, in accordance with the provisions of this article, subject to the strategies, policies and guidelines approved by the board of directors.

The director-general, in order to perform his duties, will have the most extensive powers to represent the society in acts of administration and litigation, and charges, including special powers that under the laws require special clause. In the case of domain acts, it shall comply with the provisions of Article 28, fraction VIII of this legal order.

The Director-General, without prejudice to the above, shall:

I. Submit to the approval of the board of directors the business strategies of the society and moral people it controls, based on the information the latter provides.

II. Giving compliance to the agreements of the shareholders ' assemblies and the council of administration, in accordance with the instructions which, if necessary, dictate the assembly itself or the council.

III. Propose the committee to perform the audit functions, the guidelines of the internal control and internal audit system of the society and moral persons that it controls, as well as to implement the guidelines that the board of directors of the referred society will approve.

IV. Subscribe relevant information from society, along with managers relevant to their preparation, in the area of their competence.

V.          To disseminate the relevant information and events to be disclosed to the public, in accordance with the provisions of this Law, being responsible for the content and timeliness of such information, even when the dissemination of the information is delegated to the public. third parties, except for the unexcusable fault or fault of such third parties.

VI. Give compliance to the provisions regarding the holding of operations acquisition and placement of company's own shares.

VII. Exercise, by itself or through empowered delegate, within the scope of its competence or on the instruction of the board of directors, the corrective actions and the responsibility arising therefrom.

VIII.      Verify that the capital injections made by the partners are made, where appropriate.

IX. Give compliance to statutory and statutory requirements established with respect to to dividends to be paid to shareholders.

X. Ensure that accounting, record, file, or accounting systems are maintained information of the company.

XI. Elaborate and submit to the board of directors the report to which the Article 172 of the General Law on Commercial Companies, except as provided for in point (b) of that provision.

XII. Establish internal mechanisms and controls to verify that the acts and operations of the society and moral persons it controls, have adhered to the applicable regulations, as well as follow up the results of these internal mechanisms and controls and take the necessary measures in their case.

XIII. Exercise the actions of responsibility to which this Law refers, against related persons or third parties who have presumed to have caused harm to the society or to the moral persons in control or in which it has a significant influence, except as determined by the Board of Directors of the public limited liability company and after the opinion of the committee responsible for the audit functions, the damage caused is not relevant.

XIV. Other than this Law establishes or is provided for in the social statutes of the society, in line with the functions assigned to you by this legal order.

Article 45.- The Director-General, for the exercise of his duties and activities, as well as for the due performance of the obligations that are or other laws they establish, shall be assisted by the relevant managers appointed for this purpose and any employee of the society or the moral persons who are in control.

The director-general, in the management, management and execution of the business of the society, must provide what is necessary for the moral people to control the The company is complying with the provisions of Article 31 of this Law.

The reports on financial statements and financial, administrative, economic and legal information referred to in Article 104 of this Law, they shall be subscribed, at least, by the Director-General and other relevant directors who are the holders of the financial and legal areas or their equivalents, who shall be responsible for the content of such information, in the field of their respective competences. This information shall also be submitted to the Management Board for consideration and, where appropriate, approved, with supporting documentation.

Article 46.- The Director-General and other relevant directors shall be subject to the provisions of Article 29 of this Law, in their respective powers, by (a) what shall be liable for any damages resulting from the functions which correspond to them. Also, the exclusionary and limitations of liability referred to in Articles 33 and 40 of this Law shall apply to them.

Additionally, the Director-General and other relevant directors will be liable for the damages caused to the society or moral persons who are control by:

I. The lack of timely and diligent attention, for reasons that are imputable to them, of requests for information and documentation that are required by members of society in the field of their competences.

II. The filing or disclosure, knowingly, of false information or misleading error.

III. The update of any of the conduct provided for in Articles 35, Fractions III and IV to VII and 36 of this Law, as provided for in Articles 37 to 39 of this Law.

Section IV

Of shareholders 'assemblies and partners' rights

Article 47.- The ordinary general assembly of shareholders, in addition to the provisions of the General Law on Companies, will meet to approve the transactions intended to be carried out by the company or the moral persons it controls, within the period of a social year, when they represent 20% or more of the consolidated assets of the company on the basis of corresponding figures at the close of the previous quarter, regardless of the way in which the execute, whether simultaneous or successive, but which by its characteristics can be considered as a single operation. The shareholders may vote in such assemblies, with the right to vote, whether or not limited or restricted.

Article 48.- Stock-stock companies may stipulate in their social statutes clauses that establish measures to prevent the acquisition of actions which give the control of the company, by third parties or the shareholders themselves, either directly or indirectly, provided that such clauses:

I. Sean approved in extraordinary general assembly of shareholders in which no has voted against five percent or more of the share capital represented by the shareholders present.

II. Do not exclude one or more shareholders other than the person intending to obtain the control, of the economic benefits which, where appropriate, result from the said clauses.

III. Do not absolutely restrict the takeover of society. In the case of clauses requiring the approval of the Management Board for the acquisition of a certain percentage of the share capital, criteria should be established to consider by the Board of Directors to issue its resolution, as well as the period for which it must be held without exceeding three months.

IV. Do not contravene the provisions of this Law for forced public offerings acquisition, or make the exercise of the acquiring rights of the acquirer null and void.

Any statutory clause provided in this article that does not comply with the above requirements will be null and void.

Stock-stock companies may not stipulate the clauses referred to in Article 13, fractions I to III of this Law, except as regards the established in Article 54 of this legal order.

Article 49.- The shareholders of the stock companies, without prejudice to other laws or social statutes, shall enjoy the rights of the shareholders. following:

I. Having at your disposal, in the offices of the society, the information and the documents relating to each of the items contained on the agenda of the shareholders ' assembly which corresponds to, free of charge and at least 15 calendar days in advance of the date of the assembly.

II. To ask to be dealt with in the general assembly of shareholders, matters under the rubric of general or equivalent.

III. Being represented in the shareholders ' assemblies by people who credit their personality by means of forms of power which the company draws up and makes available through the intermediary of the securities market or in the company itself, with at least 15 calendar days in advance of each holding assembly.

The above forms must meet at least the following requirements:

a) Clearly point out the name of the society as well as the respective order of the day.

b) Contain space for the instructions that the grantor points to for the exercise of the power.

The secretary of the council will be obliged to make sure the observance of the provisions in this section and report on it to the assembly, which shall be recorded in the respective minutes.

IV. Celebrate conventions between them, in terms of the provisions of Article 16, Section VI of this Law.

The conclusion of the agreements referred to in section IV of this article and their characteristics, shall notify the company within five working days the following of their concertation to be disclosed to the investor public through the stock exchanges where the shares or receivables that represent them, in the terms and conditions that they establish, as well as for the dissemination of its existence in the annual report referred to in Article 104, Section III, point (a) of this Law, being made available to the public for consultation, in the offices of the company. Such agreements shall not be opontable to the company and its non-compliance shall not affect the validity of the vote in the shareholders ' assemblies, but shall only be effective between the parties once they are disclosed to the public investor.

The members of the board, the director-general and the natural person appointed by the moral person who provides the external audit services, may attend the shareholders ' meetings of the company.

Article 50.- Shareholders holding shares with voting rights, whether limited or restricted, for every ten percent of the individual or in the of the social capital of the company, shall be entitled to:

I. Designate and revoke in general assembly of shareholders a member of the board of directors administration. Such designation may be revoked only by the other shareholders when the appointment of all other members is revoked, in which case the persons replaced may not be appointed with such a character for the immediate 12 months. following the revocation date.

II. Require the chairman of the board of directors or committees to take the functions in the field of social and audit practices referred to in this Law, at any time, a general meeting of shareholders is called, without the effect of the percentage referred to in Article 184 of the General Law of Companies.

III. Request that it be deferred for once, for three calendar days and no need new convocation, the vote on any matter in respect of which they are not considered sufficiently informed, without the percentage referred to in Article 199 of the General Law of Companies being applicable.

Shareholders of the variable share of the share capital of an anonymous stock company shall not have the right of withdrawal referred to in Article 220 of the General Law of Mercantile Societies.

Article 51.- The holders of voting shares, even limited or restricted, that in the individual or as a whole have twenty percent or more of the (a) a decision of the general assemblies in respect of which they have the right to vote, without the percentage referred to in Article 201 of the General Law of Societies being applicable, Mercantiles.

Article 52.- The shareholders of the stock companies, when exercising their voting rights, shall comply with the provisions of Article 196 of the Law General de Sociedades Mercantile. To the effect, unless proof to the contrary, a shareholder is presumed to have in an operation determined an interest contrary to that of the society or moral persons that it controls, when maintaining the control of the society vote for or against the conclusion of transactions by obtaining benefits that exclude other shareholders or such a company or moral persons it controls.

Shares against shareholders who infringe the provisions of the preceding paragraph shall be exercised in accordance with the provisions of Article 38 of this Law.

Section V

Of the special provisions applicable to the issuance of shares of stock-stock companies

Article 53.- Stock-stock companies, including fixed capital, may issue unsubscribed shares held in treasury to be subscribed with After the public, provided they conform to the following:

I. That the extraordinary general assembly of shareholders approve the maximum amount the capital increase and the conditions under which the corresponding share issues are to be made.

II. The subscription of the issued shares is made by public offering, upon registration, giving in one and another case, compliance with the provisions of this Law and other provisions of a general nature that emanate from it.

III. That the amount of subscribed and paid capital is announced when they give publicity to the authorized capital represented by the issued and unsubscribed shares.

The right of preferential subscription referred to in Article 132 of the General Law on Companies, shall not be applicable in the case of capital increases. through public offerings.

Article 54.- Stock-stock companies may only issue shares in which the rights and obligations of their holders are not limited or restricted, which shall be referred to as ordinary, except in the cases referred to in this Article.

The Commission may authorise the issuance of shares other than ordinary shares, provided that the shares of limited voting, restricted or non-voting, including the Article 112 and Article 113 of the General Law on Commercial Companies do not exceed 25% of the total of the paid share capital that the Commission considers to be placed among the investment public on the date of the offer. public, in accordance with the provisions of a general nature which the effect of which is issued.

The Commission may extend the limit set out in the preceding paragraph, provided that it is a scheme which provides for the issue of any kind of action. convertible into ordinary shares within a period of not more than five years, counted from their placement, or in the case of shares or investment schemes which limit voting rights on the basis of the nationality of the holder.

Non-voting shares will not count for the purpose of determining the quorum of shareholders ' assemblies, as long as limited or restricted voting shares only be taken into account in order to be legally held in the shareholders ' assemblies to which their holders must be called in order to exercise their right to vote.

Article 55.- No person may implement mechanisms through which they are jointly negotiated or offered, ordinary shares with shares of a limited, restricted or non-voting vote of the same broadcaster, including those referred to in Articles 112 and 113 of the General Law on Business Companies, unless they are convertible into ordinary ones within a maximum period of five years. They shall also not affect ordinary shares held in respect of the issue of certificates of participation which represent such shares and prevent the whole of their holders from exercising their right to vote. correspond.

The prohibitions referred to above shall not apply to securities representing shares in the share capital of two or more stock-exchange stock companies, or to investment schemes that limit voting rights on the basis of the nationality of the holder of the shares.

Section VI

Of transactions that stock companies make with shares in their share capital or credit titles that represent them

Article 56.- Stock-stock companies may acquire the shares representative of their share capital or credit securities representing such shares. actions, without the prohibition laid down in the first paragraph of Article 134 of the General Law on Companies, provided that:

I. The acquisition is made in a national stock exchange.

II. The acquisition and, where appropriate, the disposal of the stock in stock exchange market, except in the case of public tenders or auctions authorised by the Commission.

III. The acquisition will be carried out by your accounting capital, in which case you can maintain them in their own possession without the need for a reduction in social capital, or, in the case of social capital, in which case they will become unsubscribed shares which they retain in treasury, without the need for an assembly agreement. Fixed capital companies may convert shares acquired under this Article into unsubscribed shares which they hold in cash.

In any event, the amount of subscribed and paid capital must be announced when advertising to the authorised capital represented by the issued and unsubscribed shares.

IV. The ordinary general assembly of shareholders expressly agrees, for each exercise, the maximum amount of resources which may be used for the purchase of own shares or receivables representing such shares, with the sole limitation that the sum of the resources which may be allocated for that purpose shall in no case be exceeds the total balance of the company's net profits, including the retained.

V. Society is aware of the payment of obligations arising from the debt instruments entered in the Register.

VI. The acquisition and disposal of the shares or receivables they represent such shares, in no case may result in excess of the percentages referred to in Article 54 of this Law, or that the requirements for maintaining the listing of the stock exchange in which the securities are listed are not met.

Own shares and receivables representing such shares belonging to the company or, where applicable, the shares issued not subscribed to keep in cash, they may be placed among the public investor without the need for a resolution of the shareholders ' assembly or the agreement of the board of directors. For the purposes of this paragraph, the provisions of Article 132 of the General Law on Commercial Companies shall not apply.

As long as the shares belong to the company, they cannot be represented or voted in the shareholders ' assemblies, nor can they exercise social or economic rights of type.

Moral persons who are controlled by a stock company may not acquire, directly or indirectly, shares representing the social capital of the the stock-exchange company to which they are linked or credit claims representing those shares. The above prohibition is exempted from acquisitions made through investment companies.

The provisions of this Article shall also apply to acquisitions or disposals carried out on derivative financial instruments or optional securities which have as their underlying shares representative of the social capital of the company, which are liquidable in kind, in which case it shall not be applicable to the acquisitions or disposal of the provisions of fractions I and II of this legal precept.

The acquisitions and disposals referred to in this article, the reports on such transactions should be submitted to the shareholders ' meeting, the rules of disclosure in the information and form and terms in which these transactions are made known to the Commission, to the stock exchange and to the public, shall be subject to the general provisions issued by the Commission itself.

Article 57.- Persons related to an anonymous stock company and trust trusts that are constituted for the purpose of establishing option plans for the purchase of shares for employees and pension funds, retirements, seniority premiums and any other fund for similar purposes, constituted directly or indirectly by a stock company, when operating the shares or securities of credit representing the representative shares of the social capital of the company with which they are linked, must comply with the provisions of Articles 366 and 367 of this Law.

Chapter III

From foreign societies and other broadcasters

Article 58.- Foreign companies applying for the registration of the securities representative of their registered capital in the Register must credit the Commission which has rights of minorities equivalent or superior to those required for stock companies, as well as that their social bodies maintain an organization, operation, integration, functions, responsibilities and internal controls at least equivalent to those of those companies.

Article 59.- Foreign companies that apply and, where applicable, obtain registration in the Register of securities representing their share capital or securities of credit that represent them, shall not be subject to the provisions of Articles 23 to 57 of this Law.

Article 60.- The federal government, the autonomous agencies, the federal entities, the municipalities and the majority state participation companies, in order to federal, state or municipal, in their character as broadcasters, when they perform acts in contravention of the provisions of this Law will respond to the damages that, in connection with their irregular administrative activity, cause in the goods or rights of the in terms of the applicable laws on liability of the State and, where appropriate, of the common legislation.

Title III

Of stock certificates, optional titles, and other provisions

Chapter I

From stock certificates

Article 61.- The moral, national or foreign persons, who in accordance with the laws and regulations have the legal capacity to subscribe securities, may issue stock certificates, in accordance with the provisions of this Law.

Article 62.- Stock certificates are credit titles that represent:

I.        The individual participation of their holders in a collective credit by moral persons, or

II.       Some or some of the rights referred to in Article 63 of this Law in respect of an estate affected in trust.

Such certificates may be preferred or subordinated and may even have different precedence in the right to recovery among their holders, and may be issued by unilateral declaration of will.

Article 63.- Stock certificates may be issued by an irrevocable trust, the assets of which may be made up, if any, with the product of the resources to be obtained on the occasion of their placement. Certificates that are issued under a trust must be called "trust stock certificates". They shall also incorporate and represent some or some of the following rights:

I. The right to a part of the right of ownership or ownership of property or property rights in trust.

II. The right to a part of the fruits, yields and, where appropriate, the residual value of the goods or rights affected by that purpose in trust.

III. The right to a part of the product resulting from the sale of the goods or rights that form the fideicomitting heritage.

IV.         Where applicable, the right to receive the payment of capital, interest or any other amount.

Only credit institutions, exchange houses and operating companies of investment companies may act as trustees in trusts whose purpose is to the issue of stock certificates. The above, irrespective of whether such financial institutions issue equity certificates on their own account.

Article 63 Bis.- The trust's wealth manager issuing indexed fiduciary stock certificates will be prohibited:

I.        Have any links to those who generate or determine indexes, financial assets or benchmarks, and

II.       Maintain custody of the trust's estate.

Article 63 Bis 1.- Trust stock certificates:

I.        Whose resources of the issuance are intended for investment in shares, social parts or financing of Mexican companies, whether directly or indirectly, through various investment vehicles, will add to their denomination of Trust stock certificates the expression "development".

II.       Whose resources of the issue are intended for investment in real estate for development, marketing or administration, in companies carrying out such investments, or in securities or rights of any kind on such assets property, or a combination of any of the above, will add the word "real estate" to your denomination of trust stock certificates.

III.     Representing rights in respect of securities, goods, derivative financial instruments or other assets that seek to replicate the behaviour of one or more indices, financial assets or benchmarks, shall add to their name Trust stock certificates the word "indexed".

Trust stock certificates referred to in the previous fractions I to III, which are entered in the National Register of Securities, must be listed and traded throughout stock exchanges on stock exchanges. The Commission may, by means of general provisions, determine the characteristics of the emissions of each of these stock certificates for the purposes of their registration.

Article 64.- Stock certificates must contain:

I.        The mention of being stock certificates, bearer titles and their type.

II. The place and date of issue.

III. The name of the broadcaster and its social object. Federative entities and municipalities shall only be required to indicate their name. In the case of trusts, the purpose for which they were constituted must be indicated, without the need to include the social object of the trust institution.

IV.      The amount of the issue, the number of certificates and, where this is provided, the series that make up the issue, the nominal value of each of them, and the specification of the destination to be given to the resources to be obtained on the basis of the issue or of each of its series.

V.        The rights they will grant to their holders. Also, the interest rate or yield that, if any, will accrue.

VI. Where appropriate, the time limit for the payment of capital and interest or income.

VII. Where applicable, the conditions and forms of amortization.

VIII. The place of payment.

IX.      The obligations to give, to do or not to deal with the holders by the broadcaster and, where appropriate, the guarantor, the guarantor, the originator, the trustee and the company that manages the trust's assets in case it exists and any other third party.

X. The causes and conditions of anticipated expiration, if any.

XI. The specification of the warranties that are constituted for the issue, if any.

XII. The name and autograph signature of the representative or proxy of the moral person, who shall have general powers for acts of administration and to subscribe to evidence of credit in the terms of the applicable laws, as well as for acts of domain when taxed or affecting the assets of the company, as collateral or source payment of the respective values.

XIII.   Where appropriate, the autograph signature of the common representative of the holders, stating their acceptance and declaration of having verified the formation and existence of the goods covered by the guarantees of the issue, and their obligations and faculties.

This requirement shall not be required in the case of stock certificates which do not enroll in the Register.

XIV.    The powers of the assembly of holders and, where appropriate, of the other decision-making bodies to be considered.

The provisions of fractions V and XIV shall be complied with in accordance with Article 64 Bis 1 of this Law.

The issuance of stock certificates may be entered in different series, which shall confer on their holders the rights that are provided for each of them. In any case, the holders of the same series will have the same rights.

In the case of issues of development trust stock certificates, and provision is made for the possibility of making capital calls to which this Act refers, the terms and conditions under which they may be made shall be specified, including the rights and obligations of the holders.

In the event that a trustee carries out issues of two or more sets of trust stock certificates under one trust, it may be established that the property or rights relating to the accounts or sub-accounts corresponding to each series may only be intended for the fulfilment of the obligations of the respective series, without being able to be used for the fulfilment of obligations under series other than in the case of a commercial tender or bankruptcy of the issuer trust.

Stock certificates may carry coupons attached to the payment of interest and, where appropriate, for partial write-downs, which may be negotiated by separated. The securities may cover one or more certificates and shall be held in one of the institutions for the deposit of securities covered by this Act.

Article 64 Bis.- Trust contracts for the issuance of development, real estate or indexed stock exchange certificates shall provide for the making investments in the goods and rights referred to in Article 63 Bis 1 of this Act, as appropriate, as well as the terms and conditions under which such investments will be made.

Dealing with indexed trust stock certificates the escrow contract must establish that its purpose is to issue securities, as well as investment in the assets or performance of transactions that enable it to replicate an index, financial asset or benchmark, unless the Commission has authorised different investments by means of general provisions.

In cases of indexed fiduciary stock certificates seeking to explicitly obtain higher returns than those of the index, financial asset or parameter of reference, provision should be made for the hiring of an investment company operating company for the administration and management of the fideicomitting heritage.

Article 64 Bis 1.- The issuance documents relating to development or real estate trust stock certificates, as appropriate, that they are entered in the Register must establish the following minimum forecasts and rights:

I.        The general assembly of holders of stock exchange certificates of development or real estate shall meet upon convocation to be held by the trustee at least ten days in advance, through the stock exchanges where (a) the relevant fiduciary stock certificates in question, in terms of the general provisions which the Commission shall issue to the Commission.

The powers of the general assembly of holders described below are:

a) Approve changes in the fideicomitting equity investment regime.

b) Determine the removal of the corporation that manages the trust's estate.

c) Approve the operations that you intend to perform when they represent twenty percent or more than the assets of the trust, based on figures corresponding to the closure of the preceding immediate quarter, considering, where appropriate, the investment commitments of the capital calls, irrespective of whether those transactions are execute simultaneously or successively in a period of twelve months counted from the fact that the first operation was completed, but that they could be considered as a single operation.

II.       The rights of holders of the following development or property trust stock certificates:

(a) judicially against the resolutions of the General Assemblies of Holders, where they represent 20% or more of the number of fiduciary stock certificates in circulation on the individual or on the whole, and provided that the claimants have not attended the assembly or have given their vote against the resolution and the corresponding demand is presented within the fifteen days following the date of adoption of the resolutions, stating in such a claim the unfulfilled contractual provision or the legal precept infringed and the concepts of violation.

The execution of the contested decisions may be suspended by the judge, provided that the The Court of First Instance held that the Court of First Instance held that the Court of First Instance held that the Court of Justice

that the Court of First Instance held that the Court of First Instance held that

The judgment given on the occasion of the opposition shall have effect in respect of all the forks. All oppositions against the same resolution shall be decided in a single sentence.

b) Exercise actions of responsibility against the society administering the assets of the trust for non-compliance with their obligations, where they represent 15% or more of the number of outstanding development or real estate trust stock certificates on the individual or on the whole.

Actions that aim to demand accountability in terms of this article, shall be prescribed in five years from the date of the act or event causing the damage to the property concerned.

c) Designate a member of the technical committee, for the tenure, individual or overall, of Every ten percent of the total number of trust stock certificates of development or real estate in circulation. Such designation may be revoked only by the other holders when the appointment of all the members of the technical committee or equivalent body is revoked; in this case, the persons replaced may not be appointed during the 12 months. months following revocation.

d) Request the common representative to convene a general assembly of forks, as well as to be postponed for a single time, for three calendar days and without the need for a new call, for a vote on any matter in respect of which they are not considered sufficiently informed, where they represent the ten in the individual or in their entirety per cent or more of the number of stock certificates in circulation.

e) Having at your disposal free of charge and with at least ten calendar days of prior to the general assembly of the holders, at the address indicated in the call, the information and documents relating to the items on the agenda.

f) Celebrate conventions for voting exercise in the general assemblies of holders. In any case, they must notify the trustee, including their characteristics, within five working days of their agreement, so that they may be disclosed by the trust itself to the public investor through the securities where the fiduciary stock certificates in question are listed, in terms of the general provisions which the Commission shall issue to the Commission.

IV.      The issuer trust must have an integrated technical committee with at least twenty-five percent independent members.

An independent member shall mean a person who is in accordance with the provisions of the Articles 24, second paragraph and 26 of this Law. Independence shall be qualified in respect of the trustee as well as of the company which administers the trust's assets or to whom those functions are entrusted.

Equally, the issuer trust's founding document and the issuance documents They shall provide for the powers of the technical committee referred to in this section.

Members of the technical committee may conclude agreements to exercise the right to vote in their sessions. Such agreements and their characteristics must be notified to the trustee within five working days of their agreement, so that they may be disclosed by the latter to the public investor through the stock exchanges where coticon the development or real estate trust stock certificates in question.

The Commission shall lay down general provisions for the prevention of conflicts of interest in the resolution of the matters of the technical committee.

Article 64 Bis 2.- The issues of development trust stock certificates that are issued under the capital call mechanism, which are entered into The Registry shall be made by unilateral declaration of the will. Under this mechanism, issuers will be able to exercise the option of requiring the holders, after the placement of a part of the issue, to provide additional resources to the trust's estate for the execution of their assets. purposes.

The capital call mechanism, will involve the modification in the number of the securities and in the amount of the issue and must be adjusted to what is stipulated in the trust and in the issuing act, of which the corresponding title will be included.

The trust and the act of issuance of the development trust stock certificates issued by the capital call mechanism shall stipulate at least the following:

I. The amount to which capital calls could be made. In no case can the maximum amount of the issue be extended when the issuer has already made a capital call, from the trust's estate, except with the consent of seventy-five percent of the holders. corresponding.

II. The obligation for holders of trust stock certificates of the development of a minimum initial contribution to the assets of the trust at the time of the placement, through the acquisition of the certificates. This minimum initial contribution may not be less than 20% of the total eligible for the issue.

III. The express mention that the issuer has the option to make the capital.

IV. Conventional penalties that the issuer will apply in case one or more holders In the case of trust stock certificates do not comply in time and form with capital calls, the consequences that will be generated on the other holders, as well as the actions that the issuer could exercise in relation to the call of capital in question. The procedure for the modification of the above mentioned conventional penalties must also be specified.

V. Other than set up by the Commission by means of general provisions.

The issue of the development stock certificates must be registered with the Commission.

Article 64 Bis 3.- The provider of the index, financial asset or reference parameter may not have any of the links referred to in Article 2 19th of this Act, in relation to the trustee's estate manager.

Chapter II

Of the optional titles

Article 65.- Foreign anonymous companies or foreign moral persons similar to such companies, which under the laws and regulations have the legal capacity to subscribe to credit securities, may issue optional securities in accordance with the provisions of this Law.

Exchange houses and credit institutions may issue optional securities referring to an underlying asset, provided that they are able to operate them.

Article 66.- Optional titles are credit titles that will confer on their holders purchase or sale rights, in exchange for the payment of a premium. issue:

I Dealing with optional purchase titles, the right to acquire from the issuer of the title an underlying asset by paying a pre-determined exercise price over a period or on a preset date.

II. Dealing with sales titles, the right to sell to the issuer of the title an asset underlying an exercise price previously determined for a period or on a preset date.

The underlying assets may be shares of anonymous companies registered in the Register or credit titles representing such shares; groups or baskets consisting of shares representing the share capital or credit securities representing shares of two or more companies of the abovementioned; or, shares, equivalent or similar securities to those or securities referred to in assets listed in the international system of quotations, as well as price indices national and foreign stock markets recognised by the Commission. The Bank of Mexico may authorise, by means of general provisions, other underlying assets similar to or similar to those mentioned above, where its characteristics contribute to the orderly development of the stock market.

The moral person issuing the securities may be released from his or her obligation by payment of the cash differences resulting from his or her charge between the price of the financial year and the reference value, where it has been stipulated.

Optional securities shall be issued with the corresponding denominations at issue premium and exercise price, expressed in national currency or in percentage terms, in relationship to the reference price of the underlying asset.

Optional securities may be issued to other securities, in which case they may be traded separately from the date determined in the issuance act.

Article 67.- Optional titles must contain the following:

I. The mention of being optional titles, either purchase or sale. These titles may be the bearer.

II. The place and date of issue.

III. The social naming of the title issuer.

IV. The identification data of the underlying asset as well as the hedges corresponding.

V. The term of validity of the optional titles, as well as the period or dates established for the exercise of the right to which they trust.

VI. The number of optional titles, the issue premium to cover the first acquiring the person who issues them, as well as the number and type of underlying assets that match the optional titles. For underlying assets referred to an index, it shall be expressed in monetary terms or in investment units, identifying the underlying and the procedure for calculating it.

VII. The exercise price, as well as the form and place of settlement. In the case of optional cash-settled securities, the basis for determining the amount of its settlement shall be established.

VIII. Circulation conditions to extraordinary events over assets underlying and optional securities, as well as the procedures for the financial year, settlement and adjustments which, where applicable, are applicable.

IX. The name and autograph signature of the representative or proxy of the person who issues the securities, which shall have general powers for acts of administration and to subscribe to the securities in the terms of the applicable laws.

X. The autograph signature of the common representative of the holders of titles, making record his acceptance of the position, as well as his obligations and powers.

Chapter III

Other Provisions

Article 68.- They are applicable, in the course of the course, to the stock certificates and optional titles, Articles 81, 109 to 116, 130, 151 to 162, 164, 166 to 169, 174, second paragraph, 216, 217, fractions VIII and X to XII, 218 to 221 and 223 to 227 of the General Law of Titles and Credit Operations.

The publication of the calls may be carried out in any newspaper with a broad national circulation.

In the issue of certificates of participation to be entered in the Register, the opinion, as well as the expert or expert opinion referred to in Article 228-H of the Law General of Titles and Credit Operations, may be formulated by credit institutions or securities qualifying institutions.

Article 69.- The issuers of securities representing a debt to their office, which are placed on the national territory and which are required to register in the Register, must appoint a common representative of its holders. The rights and obligations of the common representative, as well as the terms and conditions under which they may be removed and the designation of a new one, shall be laid down in the relevant certificate or title. In the absence of any express mention, the scheme provided for in the General Law on Credit Titles and Operations with respect to the common representative of the obligationists will be applicable. The Commission may issue general provisions determining, in the protection of the rights of holders, in which other cases the issuing of securities shall designate the said common representative.

The provisions of the preceding paragraph shall not apply to securities which are preemptively entered in accordance with Article 93 of this Law.

Title IV

From the enrollment and offering of values

Chapter I

From The Registry

Article 70.- The Register shall be public, shall be the responsibility of the Commission and shall be entered in the register of the securities to be offered to the public on the market values, as appropriate. In addition, the investment funds constituted and organized in terms of the Investment Funds Act shall be entered in the Register.

Article 71.- The Registry will contain the seats and log records relating to:

I. The values entered in accordance with Articles 85 and 90 of this Law.

II. The values entered in a preventive manner in accordance with Articles 91 to 94 of this Law.

III.        The investment funds, as well as the representative shares of their share capital.

Also, the Registry will contain information regarding the offer abroad, of securities issued in the United Mexican States or by Mexican moral persons, directly or through trusts or similar or equivalent figures. Such information shall be of a statistical nature and shall not constitute a registered seat or annotation.

Article 72.- The Registry shall be carried by means of the assignment of electronic means by radio in which the seats relating to the registration shall be recorded, suspension, cancellation and other acts of registration, relating to broadcasters and to the values entered.

Article 73.- The pages of the Register shall consist of three parts according to the following:

I.           General information for the broadcasters.

II.         Values inscriptions.

III.        Take notes.

Article 74.- The portfolio portion of the general information for the broadcasters will contain:

I.           The station's license plate.

II.         The name of the broadcaster.

III.        The type or nature of the station.

IV.         The general data for the broadcaster.

Article 75.- The part of the portfolio relative to the values inscriptions will contain:

I.           The tuition for each type of value.

II.         The type of the values and their main characteristics.

III.        The data from the public instrument or the base document of the issue, if any.

IV.         The name of the placement broker, if any.

V.          The date and amount placed, specifying the type of offer made.

VI.         The data from the common representative, where appropriate.

VII.       The trust data and main features of the trust contract, if any.

VIII.      The data relating to the administrative act containing the decision on the registration and, where applicable, the suspension or cancellation of the registration.

IX.         Other registration seats relating to registration.

Changes to the number, class, series, amount, time, or rate, and other characteristics of the values, will result in the enrollment update.

Article 76.- The part of the sheet relating to the note-taking shall contain any annotation in the Register with respect to the corporate acts of the issuing place to an enrollment update.

In any case, the data from the public instrument, document or base act of the annotation shall be recorded.

Article 77.- The Registry will have an appendix for each portfolio that will form an integral part of this and will contain the placement prospects, supplements, or brochures original information and other documents which have been used as a basis for carrying out each registration of securities, their modifications, suspensions, cancellations and other acts of a registration.

Article 78.- The Commission may make corrections to the records and annotations for reasons of error, either ex officio or at the request of an interested party.

Material errors must be corrected with a new registration seat, without removing the seat containing the error from the Register.

Article 79.- Registration in the Register shall have declarative effects and do not validate any legal acts that are null and void in accordance with the laws applicable, nor do they imply certification on the goodness of the securities entered in the same or on the creditworthiness, liquidity or credit quality of the broadcaster.

Article 80.- The statistical information recorded in the Register concerning the offer abroad, of securities issued in the United Mexican States or by Mexican moral persons, directly or through trusts or similar or equivalent figures, shall contain the name of the moral person issuing the securities concerned, the type of securities and their principal characteristics, the date and amount placed and the name of the colocator broker.

The information in question must be notified to the Commission by the issuer, in compliance with the provisions of Article 7, second paragraph of this Law.

Article 81.- The obligations that this Law imposes on the broadcasters shall be enforceable while the registration of the securities entered in the Register has not been cancelled by the Commission, in accordance with the provisions of this legal order.

Registration in the Register will have legal effects at the time the securities are effectively placed. In the case of registration of securities without a public offer, they shall have effect on the same act as their registration.

The securities entered in the Register shall be executed, as provided for in Article 1391 of the Trade Code, even in cases where the registration has been suspended or cancelled.

The securities entered in the Register will be authorized as the object of investment by institutional investors, when the financial laws that they are applicable to the authorisation by the Commission as a condition for that purpose. Without prejudice to the foregoing, institutional investors may only acquire such securities, where the investment regime expressly provides for such securities.

Article 82.- Certifications, constances, and trades on registrations, suspensions, cancellations, and other acts of a registrant's character the data base contained in the electronic equipment and systems of the Registry, as well as the impressions obtained from such equipment and systems, including the official stamp of the Commission and the self-recording firm of the public servant empowered to do so, they will make public faith for all legal effects that correspond.

Article 82 Bis.- The registration of the investment funds in the Register shall contain the records and entries relating to its constitution, as well as to their other corporate acts.

The section of the Register in which the investment funds are entered will be taken by means of the allocation of electronic folders for each investment fund. In such electronic forms, they shall consist of the seats relating to the constitution, revocation, merger, division and other acts of a registration, relating to investment funds which, in terms of the Investment Funds Act, are to be registered. In addition, the Register shall contain an appendix to each portfolio which shall form an integral part of the register, which shall include the minutes of the management board of the investment fund operating company providing them with services of administration that has served as a basis for the registration in question.

Additionally, the information leaflets for the investor and its modifications, authorised by the Commission, shall be published in such a Register.

Article 82 Bis 1.- The foles in which the investment funds are entered will contain the following information:

I. Your name and that of the investment fund operating company that provides you with administration services;

II. The type of investment fund based on your investment regime, as well as your mode and category;

III. The date of constitution;

IV. The address of the investment fund operating company that provides the administration services, and

V. The other corporate acts of the investment fund.

Article 82 Bis 2.- The registrations relating to the investment funds in the Register shall have declarative effects and do not validate the legal acts that are nulls in accordance with applicable laws. They shall also have effects on the same act as their registration.

Chapter II

From public offerings of values

Article 83.- Public offerings of values may be:

I. Subscription or disposal.

II. Acquisition.

The public offerings of securities referred to in this Law will require the prior authorisation of the Commission.

Article 84.- The operations that are carried out on the basis of a public offering on securities listed on a stock exchange shall be arranged within the these.

Section I

From the subscription or the subscription or disposal offer

Article 85.- The moral persons who intend to obtain the registration of their values in the Register must accompany the respective application next:

I. Public instrument in which it is constituted, as well as its constitutive writing modifications.

II. Prospectus for placement and, where applicable, information supplement, preliminary, by replacing the date of commencement of the offer at the latest, which, in any event, meets the requirements referred to in Article 86 of this Law. Such documents shall be disseminated and shall provide the general public in accordance with the general provisions which the Commission shall issue.

The issuers of securities representing a liability with maturity equal to or less than one year, they shall not be required to present the above prospectus or supplement.

Additionally, they will have to present a document with key information for the investment, which will contain the requirements which the Commission shall determine by means of general provisions. Documents with key information for the investment will be part of the placement prospects.

III. Annual financial statements of the moral person, or, on the basis of the nature of the latter, the information in its financial situation and the results of the transaction, in any event, in accordance with the principles of accounting issued or recognised by the Commission.

The financial statements and financial information referred to in this section; shall be accompanied by the opinion delivered by the external auditor appointed by the moral person providing the professional external audit services.

IV. Legal opinion issued by a licensed independent external law on the cases referred to in Article 87 (II) of this Law.

V.          In the case of debt instruments and residual debt securities, credit rating of the issue issued by at least one securities rating institution. Residual debt securities shall be considered as debt securities, those which only give the right to demand the payment of principal and interest from the fideicomitting estate.

VI. Information of the guarantor or guarantor, dealing with endorsed instruments or guaranteed, as well as guarantees, their constitution and form of implementation.

VII. Additional information compared to previous fractions, the Commission determines by general provisions.

Dealing with fiduciary titles, the information referred to in this article must be provided with respect to the fideicomitting patrimony. Where the fulfilment of the securities in relation to securities issued under the trust is wholly or partly dependent on the trustee, the Fideicomite wealth manager, the guarantor or guarantor, or any other third, they shall provide the information to be determined by the Commission by means of general provisions, in relation to the aspects referred to in this Article.

The broadcaster and the offering broker may not publicly offer, promote, propose or otherwise disclose, the claims to subscribe or (a) to issue the securities in question, pending the submission to the Commission and made available to the public for dissemination, the prospectus for preliminary placement and, where appropriate, an information supplement, in accordance with the provisions of the Section II of this Article.

Federative entities; municipalities; decentralized public agencies of federal, state or municipal order; national credit companies; trusts of trusts under which securities are issued which represent shares in the share capital of two or more moral persons; foreign companies, and foreign entities or bodies other than those mentioned above; Article 93, section IV of this Law, that request the registration of their securities, or whether they are a trustee in trusts that issue or contribute goods and rights to them for the issuance and authorization of public offering, shall integrate the same information referred to in this Article or, in their the case, the one to replace it or equivalent, in accordance with the general provisions issued by the Commission.

Foreign moral persons may apply for registration in the Register of representative capital securities, debited or guaranteed by them, issued in accordance with national or foreign laws.

Article 86.- The broadcasters who intend to obtain the registration of their securities in the Register, to make a public offer, must draw up a prospectus of information, preliminary and final, accompanying the application for registration, including the relevant information and incorporating the rights and obligations of the offeror and those who, where appropriate, accept the offer.

The prospectus or supplement must, in any event, include the following information, in accordance with the general provisions that the effect of the Commission:

I. The characteristics of the offering and the values that are the object of the offering and obligations that correspond, the destination of the resources and the distribution plan among the public. The final prospectus shall additionally include the price or the fee.

II. The financial, administrative, economic and legal situation of the broadcaster, as well as, if any, of the business group to which it belongs, as long as it is relevant to it.

III. The description and spin of the station, including the situation it holds and, in their case, the business group to which they belong, in the commercial, industrial or service sector in which they participate, where relevant, as well as the risk factors and contingencies to which they are exposed.

IV. The integration of the business group to which you belong, if any.

V. The structure of the social capital specifying, where appropriate, the different series or equity classes and the rights inherent in each of them, as well as the distribution of shares among shareholders, including the person or group of persons who have control or significant influence or exercise command power in the the controller of the business group.

VI. Perceptions, of any nature, that the broadcaster grants to individuals who according to this Law have the character of related persons.

VII. The conventions or programs for the benefit of the members of the management, relevant managers or employees of the broadcaster, allowing them to participate in the social capital, describing their rights and obligations, distribution mechanics and price determination.

VIII. Relevant operations held with related persons, at least for the last three social exercises.

IX. The comments and analysis of the administration on the results of operation and the financial situation of the broadcaster, including its prospects.

X. The opinion and opinion referred to in fractions III and IV of the article 85 of this Act.

XI. Dealing with financial entities that intend to obtain the registration of the shares representing their share capital or credit claims representing them in the Register, the description, where appropriate, of the equivalences, similarities and differences of the special arrangements applicable to them in accordance with the laws which regulate the financial system which govern them and secondary provisions emanating from those laws, in relation to what is intended for stock-stock companies, including the social bodies which will fulfil the functions which the present legal order provides for the assembly of shareholders, the board of directors, the committees carrying out the functions in the field of social and audit practices, and the director-general, of the aforementioned stock companies. The foregoing to prove compliance with the provisions of Article 22, fraction IV of this Law.

XII. The statements under protest to tell the truth and the signature, by the persons who are required to subscribe to the relevant prospectus and supplement, in which they expressly state that within the scope of their responsibility, they have no knowledge of relevant information which has been omitted, distorted or misleading.

The broadcasters that obtain the registration in the Register of their securities, must incorporate in a noticeable manner in the prospectus of placement, supplement or information leaflet, a legend in which they expressly indicate that the said registration does not imply certification on the goodness of the values, solvency of the broadcaster or on the accuracy or veracity of the information contained in the prospectus, nor does it validate the acts which, if any, would have been carried out in contravention of the laws.

The Commission may request an extension, detail, amendment or amendment of the information which, in its opinion, must be included or annexed to the prospectus, supplement or prospectus information, where this is conducive to the quality, clarity and degree of disclosure of information to the public. In addition, the Commission itself, by means of general provisions, taking into account the nature of the broadcaster and the issue, may lay down additional or equivalent requirements to those provided for in this Article, as well as exceptions thereto.

Article 87.- The elaboration of the external audit opinion and the legal opinion that the broadcasters accompany their application to obtain the registration In the Register, they must conform to the following:

I. The external audit opinion shall be drawn up on the basis of standards and audit procedures issued or recognised by the Commission and, in any case, shall relate to:

a) The reasonableness of financial information.

b) Attachment to applicable accounting principles.

c) The financial statements made by the broadcaster.

II.         The legal opinion issued by a licensed person in external law shall, as the case may be, cover the following aspects:

a) The proper constitution and legal existence of the broadcaster.

b) The attachment of the social statutes to the provisions of this Law and the provisions of general character of the company, in the case of limited liability companies which intend to register the shares representing their share capital or credit claims which represent them.

c) The legal validity of the agreements of the competent bodies, if any, which approve the issue and the public offering of the values that are the subject of the registration.

d) The legal validity of the securities and their enforceability against the broadcaster, as well as the powers of those who subscribe to them, at the time of issue.

e) The proper constitution and enforceability of the guarantees and the powers of the grants, as well as the procedure laid down for its implementation, in the case of guaranteed or guaranteed instruments.

f) The legal validity and enforceability of the trust contract as well as the acts legal for the transfer of ownership or ownership of the goods or fideicomitides, in cases where it is applicable, in respect of emissions under trust.

g) Dealing with securities representing the share capital of foreign companies, on the legal aspects relating to the equivalence of rights of minorities required for stock companies and on the organisation, operation, integration, functions and responsibilities of their bodies social, also in respect of such companies.

h) Dealing with financial institutions, on the legal aspects relating to the equivalences, similarities and differences which have the special arrangements applicable to them in accordance with the laws governing the financial system which govern them and secondary provisions emanating from those laws in relation to organs The social partners will be in line with the This legal order provides for the shareholders ' meeting, the board of directors, the committees to perform the functions in the field of social and audit practices and the general manager of the stock companies.

i) Any other aspect to be determined by the Commission by means of provisions general.

Furthermore, the opinion of an independent third party empowered to issue opinions on tax matters shall be accompanied by the legal provisions applicable to the such a matter, which gives a ruling on whether the tax regime disclosed in the prospectus for the placement or the information supplement is that applicable to the issue of development, real estate and indexed stock exchange certificates.

Article 88.- The prospectus for placement or supplementary information made on the occasion of a public offer, which are used to disseminate information regarding securities or broadcasters to the general public, must contain legends concerning the veracity and integrity of the information, in accordance with the general provisions issued by the Commission and signed by the persons below mention:

I. Two chief delegates, dealing with representative shares of capital (b) social security, which must be approved by the Board of Directors of the European Parliament and the Council of the European Parliament. administration.

II. The Director General and the Finance and Legal Area holders, or their equivalent, from the station.

Dealing with public servants, when signing the prospectus or supplement they will compliance with applicable laws and administrative or regulatory provisions.

III. The legal, representative, or proxy representative of the placement broker.

IV. The legal representative, president or proxy of the moral person who provides the external audit services and the external auditor, who may be the same person, in respect of the opinion and opinions corresponding to the public offering.

V. The independent external law graduate who gives the legal opinion with reason for the public offering.

VI.         Any other person who, due to their relevance or participation in the issue, determines the Commission's general provisions to which this article refers.

Article 89.- Broadcasters applying for the registration of their securities in the Register, irrespective of the type of value in question, shall simultaneously be required to promote the listing of these on a stock exchange and provide the same information to the Commission to be made available to the public, except in the cases referred to in Article 93 of this Law.

The stock exchange will deliver to the company, upon completion of the procedure for the eventual listing of the securities, an opinion to be seen on the compliance with the requirements for the purpose of the internal regulation, including disclosure of information contained in the relevant prospectus, supplement or information leaflet. The applicant shall provide the Commission with a copy of that opinion.

Section II

Unsubmitted Enrollment

Article 90.- The broadcasters who intend to obtain the registration of their securities in the Register, without the public offering, must request it to the Commission, in line with the provisions of the previous section, in the understanding that, in replacement of the prospectus, an information leaflet must be submitted, which must include the information referred to in Articles 86 to 89 of the (a) this Law, except as regards the public offering and the requirement stated in Article 88, fraction III of this legal order.

Broadcasters who intend to obtain registration under the procedure provided for in this Article must comply with the listing requirements on the stock exchange appropriate for them to apply.

Section III

From preventive enrollment

Article 91.- Limited companies may ask the Commission to authorize the preventive registration of the shares representing their share capital in the Register, in accordance with the form of prior listing, accompanying its application with the documentation to be determined by the Commission by means of general provisions.

Preventive registration in accordance with the form of prior listing will have the effect of enabling the company to make the public offer of the actions that are the subject of such an act. within a time limit to be determined by the Commission by means of general provisions, provided that it is aware of its obligations to supply information and at the time it intends to carry out the respective placement, compliance with the provisions of Section I of this Chapter, as well as other legal and administrative provisions applicable on the date of the placement.

Stock exchanges shall provide the measures that are conducive to the establishment of the relevant list referred to in this Article.

Article 92.- Moral persons may ask the Commission for the preventive registration of securities in the Register, in accordance with the laying down, in accordance with the general provisions issued by the Commission.

The registration referred to in the preceding paragraph shall permit the issuance and placement of one or more series of securities, in succession, for a period and for an amount the maximum in circulation or to be fixed, provided that the broadcaster is aware of its obligations to deliver information and at the moment it intends to carry out the respective placement of compliance with the provisions of Section I of this Chapter, as well as to the other legal and administrative provisions which are applicable on the date of the placement.

In the event that the broadcaster does not perform the first placement of the securities under the corresponding programme, within a period to be determined by the Commission by provisions of a general nature, counted from the date on which the preventive registration is granted, the same shall expire without effect by the Ministry of Law.

Once the corresponding placement has been made, the Commission will proceed to register in the Register.

Article 93.- The Commission shall register in the Register, upon request of the person concerned, in a preventive manner and in accordance with the form of generic, values of the same type or class, whether or not part of a placement program. Such registration shall have a general effect and shall allow the broadcaster to carry out unlimitedly the emission of the securities which are the subject of such registration.

The Commission may only grant preventive registration in its generic form, in the case of securities issued by:

I. The United Mexican States, including those guaranteed by it.

II. The Bank of Mexico.

III. The Institute for Banking Savings Protection.

IV. International multilateral financial organizations of which the Mexican United States is a party.

V. Credit institutions, dealing with debt securities representative of a liabilities to be paid in instalments equal to or less than one year.

VI.         The investment funds in debt instruments, variable income, capital and limited-object instruments, as well as investment companies specializing in retirement funds, in the case of shares representing their capital social.

The Secretariat may, by means of general provisions, determine other values as susceptible to generic enrollment in the terms of this article.

Broadcasters who obtain generic registration will not be subject to the provisions of Articles 6, 85 to 89 and 104 to 107 of this Law. In addition, those broadcasters shall not be obliged to list the securities referred to in that entry in any stock exchange, except in the case of investment companies specialising in retirement funds.

This Article shall apply to the securities referred to in Sections I and II of this Article shall be the subject of a public offer in the national territory or in the Article 90 of this Law does not apply to a private offering in which case Article 90 of the Law does not apply.

Article 94.- Self-employed bodies may apply for the registration of securities representing a debt in their charge, in a preventive manner and in accordance with the Generic mode, when in accordance with the laws that the rijan allows them to contract public debt to their office. The above shall also apply to the issuance of debt securities to foreign countries and other levels of government that correspond to them.

International multilateral financial organizations of which the United Mexican States will be a party, may request the registration of securities representative of a debt in his or her capacity, in a preventive manner and in the form of a generic, provided that according to the treaty or agreement that the origin of the debt is capable of issuing such securities. By issuing such securities, they may do so under foreign or domestic law.

Section IV

Of the procurement public offerings

Article 95.- Public procurement bids may be voluntary or enforced and subject to the provisions of this Law and the provisions of the the general effect of the Commission's request.

Article 96.- People who intend to obtain authorization from the Commission to make a public offer of voluntary or forced acquisition must integrate to the respective request for the following documentation:

I. Information booklet containing the information set by the Commission by means of general provisions. Such prospectus may omit information relating to the final price and amount, as well as that which may only be known until the day before the start of the public offer of purchase.

II. In your case:

a) Public instrument or certified copy containing the general or special power of the legal representative or proxy of the offeror. In addition, in the case of moral persons, a record signed by the secretary of the administrative board or its equivalent, which authenticates that the legal representative or proxy has the necessary and sufficient powers to carry out the offer and that the offer has not been revoked, modified or limited to the filing date of the application.

b) Copy authenticated by the secretary of the board of directors of the minutes of assembly of shareholders or of the agreement of the offeror's board of directors, which determines to carry out the takeover bid, or of the equivalent social bodies.

c) Backing up previous conventions with other acquirers, shareholders or directors of the the issuing of the offering's object values, related to that offer. In the event that the conventions are verbal, the main characteristics of the conventions must be demonstrated.

III. Other documentation and information that the Commission, in relation to the above in the preceding fractions, it requires general provisions.

Section A

From public voluntary takeover bids

Article 97.- Public voluntary takeover bids must conform to the following terms and conditions:

I. The minimum bid time will be twenty business days.

II. The allocation of the offer must be pro rata, regardless of the time of the acceptance within the offer deadline.

III. The offer and its features may be modified at any time before their conclusion, provided that they involve more favourable treatment for the addressees of the same or that it is laid down in the relevant prospectus. In the event that the amendments are relevant to the Commission's judgment, the time limit for the offer shall be extended for a period which may not be less than five working days. In any event, the public should be informed of the changes through the same means by which the offer was made. Persons who have accepted the offer shall have the right to decline their acceptance in the event of relevant changes, without any penalty.

The offeror and, where appropriate, persons who are part of the group of persons or business to which he belongs, may not, directly or indirectly, conduct business with the securities that are the subject of the offer, outside the offer, from the moment they have agreed or decided to carry out the offer and until their conclusion.

Section B

Of the procurement forced public offerings

Article 98.- The person or group of persons intending to acquire or reach by any means, directly or indirectly, the entitlement of thirty per cent or more ordinary shares of an anonymous company, registered in the Register, in or out of a stock exchange, by one or more operations of any nature, simultaneous or successive, shall be required to carry out the acquisition by public tender in accordance with Article 97 of the Law and according to the following characteristics:

I. The offer will be extended to the various series of actions of the society, inclusive of limited voting, restricted or non-voting.

II. The consideration offered must be the same, regardless of class or type of action. Without prejudice to the foregoing, the offeror shall disclose, where appropriate, the undertakings made or agreements to make or not to do so in accordance with Article 100 of this Law, either with the company or with the holders of the values you intend to acquire.

III. The offer will be made:

a) For the share of the social capital of the society equivalent to the ratio of ordinary shares to be acquired in relation to the total of these or ten per cent of that capital, whichever is greater, provided that the offeror limits its final holding on the basis of the offer to a percentage that does not involve to gain control of society.

b) For one hundred percent of social capital when the offeror wants to get control of the society.

IV. The offer will point to the maximum number of actions it extends to and, in its case, the minimum number to which the acquisition is conditioned. In the event that the offer in question results in the acquisition of one hundred percent of the social capital of the society, it will be within the meaning of article 89, fraction I of the General Law of Companies.

The acquisition of convertible securities in ordinary shares or receivables representing them, as well as optional securities or financial instruments liquidable derivatives in kind which have as their underlying such shares or receivables, shall compute for the purposes of the calculation of the percentage referred to in the first paragraph of this Article.

Article 99.- The Commission may authorise the carrying out of public takeover bids by percentages smaller than that referred to in section III (b) of the Article 98 of this Law, where justified, taking into account the rights of all shareholders and in particular the rights of the minority shareholders and provided that the application for authorisation is accompanied by the minutes on which the approval of the Council of directors of the company, after favourable opinion of the committee to carry out functions in the field of social practices.

Article 100.- The offeror of a public procurement offer may not, on its own or through person, pay, deliver or provide any a benefit that involves an award or overprice to the amount of the offer, in favour of a person or group of persons linked to the recipient of the offer.

Not included in the limitation above is the payment of consideration resulting from the conclusion of agreements related to the offer that they impose on a (a) person obligations to do or not to do for the benefit of the offeror or of the company, provided that such conventions have been approved by the board of directors of the company, listening to the opinion of the committee carrying out the duties in (a) the subject of social practices, as well as the fact that they previously disclosed to the public.

The offeror must declare in the prospectus of the offer, under protest of truth, the non-existence of payments other than the amount of the consideration object of the offer.

Article 101.- The anonymous company and the moral persons it controls, as well as the members of the board of directors and relevant directors of the company, they shall refrain from carrying out acts or operations to the detriment of the company which are intended to impede the development of the offer, from the moment of their knowledge and until the end of the period of the offer, without prejudice to the application of the stipulations contained in the clauses to which the refers to Article 48 of this Law.

The members of the management board of the public limited liability company shall not later than the tenth working day after the start of the public offering, draw up, listen to the a committee to carry out the functions in the field of social practices, and to make known to the public investor through the exchange in which the values of the society and in the terms and conditions established by that exchange, its opinion on of the price of the offer and the conflicts of interest which, if any, have each of its members in respect of the offer. The opinion of the Management Board may be accompanied by another one issued by an independent expert who contracts the company.

The members of the board of directors and the director-general of the society concerned shall also disclose to the public, together with the opinion to which they are the previous paragraph, the decision that they will take with respect to the values of their property.

The Commission may require the offeror to extend the time limit for a takeover bid, or to reduce the time limit within which members of the Board of Directors the management of the stock-exchange company will make known to the public investor the opinions referred to in the second and third paragraphs of this article, when in their judgment such acts contribute to the making of investment decisions.

Article 102.- The person or group of persons who have made the public offer referred to in Article 98 of this Law in respect of a limited liability company the holder or owner of the thirty per cent or more of the ordinary shares of another public limited liability company whose representative shares of the share capital or credit claims that represent them are entered in the Register, will be obliged to carry out forced public procurement in respect of of the social capital of the latter company, provided that it represents less than fifty per cent of the consolidated assets of the public limited liability company on which the offer was made.

Without prejudice to the foregoing, the Commission may, in the following cases, exempt from the obligation to make a public offering of acquisition:

I. Market price acquisitions resulting from a redistribution of shares (a) ordinary members of the same group of persons shall prevail or not be the latter, provided that the acquirers have been shareholders for more than five years of the company and the group of persons holding the control as a result of the acquisition, has had a relevant percentage of the capital during that period social.

II. Social capital reductions in which the participation of the person or group of persons in question, result in thirty per cent or more of the total ordinary shares.

III. The viability of society as a business is at risk acquire the ordinary shares as a result of increases in capital or corporate restructuring such as mergers, divisions, purchase and sale of assets and the capitalisation of liabilities, provided that the favourable opinion of the management board, after agreement of the committee to carry out Role in the field of social practices.

IV. Enforcement and adjudication, judicial or extrajudicial, of securities guarantees, derived from a debit whose collateral is in favour of financial institutions, including when acting as a trustee.

V. Acquisitions obtained by inheritance, legacy, or donation free of charge spouse, concubine or concubinaire, as well as persons with whom they are parentage by consanguinity, affinity or civil, to the fourth degree.

VI. Operations that are consistent with the protection of the interests of the minority shareholders in the company. The authorisation referred to in this section shall be granted by the Commission, subject to the agreement of its Governing Board.

Article 103.- The person or group of persons who are required to make a public takeover offer do not perform or obtain control of a (a) a company in contravention of the provisions of Article 98 of this Law may not exercise the social rights deriving from the shares or receivables acquired in contravention of that provision, or from those which it subsequently obtained; when they are in the case of non-compliance, the agreements being void taken accordingly. In the event that the acquisition has represented all the ordinary shares, the holders of the other equity series shall have full voting rights until the corresponding offer is made.

The acquisitions that contravene the provisions of Article 98 shall be affected by relative nullity and the person or group of persons carrying them out. respond to the other shareholders of the damages caused by the failure to comply with the obligations set out in this Law.

Chapter III

Of the obligations of the broadcasters

Article 104.- The broadcasters with securities entered in the Register will be required to submit to the Commission and to the exchange listing their securities, information relevant to its immediate dissemination to the general public through the latter, through the following reports:

I. continuous reports regarding the corporate acts, agreements adopted by the social bodies and notices which, in the light of the foregoing, must be given in compliance with social provisions or applicable provisions.

II. Quarterly reports comprising the financial statements as well as the comments and analysis of the management on the results of the operation and the financial situation of the broadcaster.

The reports to which this fraction refers must be subscribed to in the terms established in Article 88, fraction II of this Law.

III. Annual reports that understand:

a) Annual financial statements or their equivalents, depending on the nature of the (a) the issuing of an external audit opinion, as well as a report meeting the requirements referred to in Article 86, fractions II to IX, XI and XII of this Law.

The reports and the opinion of the external auditor referred to in this section must comply, as appropriate, with the requirements laid down in Articles 87, fraction I and 88, fractions II and IV of this Law.

When the report referred to this fraction is submitted for approval of the assembly of shareholders held on the occasion of the closure of the social year may be used to replace the one referred to in Article 172 of the General Law on Companies, provided that such report contains the information to which it is reference to section IV of Article 28 of this Law.

b) What is established in article 43 of this Law, in relation to the activities of the committees to perform the functions in the field of social and audit practices.

IV. Reports on corporate restructurings such as mergers, divisions, acquisitions or sales of assets approved by the shareholders ' meeting or the board of directors of the broadcaster.

The reports to which this fraction refers must be subscribed to in the terms established in Article 88, fraction I, of this Law and, where applicable, in the fourth part of that legal precept, where the opinion of an external auditor is required.

V. Reports on relevant events, in accordance with Article 105 of this Law.

VI. Reports on the policies and operations referred to in Article 28, Section III of this Law.

VI. Bis. Reports on positions held by broadcasters in derivative financial instruments, including, among other items to be determined by the Commission, the underlying, notional or reference values and the the conditions for payment of those positions at the time of disclosure, as well as any contingencies that the above positions represent in the financial situation of the broadcaster.

For the purposes of the provisions of this fraction, the term "notional" or "reference value" of the derivative financial instrument, the number of units specified in the contract such as the number of titles or coins, units of weight or volume, among others.

VII. Others containing the information and documentation to be determined by the Commission, by means of general provisions.

The financial statements of the broadcasters shall be drawn up in accordance with the principles of accounting issued or recognised by the Commission. Public limited liability companies whose shares representing the share capital or receivables that represent them are registered in the Register shall be exempt from the requirement to publish their financial statements, as established by the Article 177 of the General Law of Companies.

Dealing with fiduciary titles, the information referred to in this article must be provided with respect to the fideicomitting patrimony. Where the fulfilment of the securities in relation to securities issued under the trust is wholly or partly dependent on the trustee, the Fideicommitted wealth manager, guarantor or guarantor or any other third, they shall provide the information to be determined by the Commission by means of general provisions, in relation to the aspects referred to in this Article.

Federative entities; municipalities; decentralized agencies of federal, state or municipal order; national credit companies; trusts under which securities are issued which represent shares in the share capital of two or more moral persons; foreign companies, and foreign entities or bodies other than those referred to in the Article 93, fraction IV, of this Law, will present the same information as refers to this Article or, where appropriate, that which replaces it or is equivalent, in accordance with the general provisions issued by the Commission.

The Commission shall issue general provisions laying down the requirements, terms and conditions with which it shall comply with the information referred to in this Article. Article.

Article 105.- The broadcasters will be obliged to disclose through the exchange in which their securities are listed, for immediate dissemination to the public and on the terms and conditions that it establishes, relevant events at the time they are aware of them and may only defer disclosure when the following conditions are met:

I. Don't be about acts, facts or events consumed.

II. There is no information in mass media.

III. No unusual movements in the price or volume of operation of the securities, considering such movements to any change in the supply or demand of the securities or their price, which is not consistent with their historical performance and cannot be explained with the information available to the public.

By revealing the relevant events in terms of the first paragraph of this article, the broadcasters will be obliged to release the entire public. relevant information in relation to these events.

Broadcasters who have information that updates the obligation to disclose any relevant events, from the moment they have knowledge of such information, will be required to take the necessary measures to ensure that the information relating to it is known exclusively to persons who are indispensable to it, and to carry out a written check or electronic means, with the name of persons who have had access to the information that they are treat, the documents that you have known, the date, form, means and time when such circumstances have occurred. Such control shall be at the disposal of the Commission and shall be maintained for a period of five years from the publication of the relevant event.

Article 106.- The broadcasters with securities entered in the Register will be required to inform the Commission and the exchange listing their securities, for their immediate dissemination to the general public through the latter, in accordance with the terms and conditions laid down in the internal regulation of that stock exchange, the causes which in its judgment have given rise to any of the following events:

I. Unused movements in the market relating to the price or volume of transaction their values.

II. Changes in the offer or demand of their securities or their price, other than consistent with their historical behavior and cannot be explained with the information available to the public.

Additionally, the Commission or the stock exchange in which securities are listed will have the power to require broadcasters to publish a relevant event that explain the causes which gave rise to it, as well as to require the disclosure of additional information where the existing on the market in the judgment of the Commission or the stock exchange is insufficient, imprecise or confusing, or to rectify, to ratify, deny or extend any event that has been disclosed by third parties to the public and that by its interpretation it may affect or influence the quotation of the values of the broadcaster.

In the event that the broadcasters do not know the causes that have originated from the assumptions referred to in this article, they will have to make a statement in this regard. In these cases, in addition, the broadcasters will need to clarify whether the repurchase fund, whether or not it has carried out operations with the values of the station.

Chapter IV

From suspending the enrollment of values in the Registry

Article 107.- The Commission may decree, as a precautionary measure, the suspension of the registration of the securities of a broadcaster in the Register, for a period of not greater than 60 working days, in order to prevent the occurrence or when there are disordered conditions or operations which do not conform to the uses and sound market practices or in cases where the issuing of the corresponding securities:

I. Incompliance with the obligations imposed on them by Articles 104 to 106 of this Law.

II. Do not follow policies regarding your activity and participation in the market securities, consistent with the interests of its shareholders. The Commission may issue general provisions laying down the minimum aspects to be observed by the broadcasters in relation to the policies mentioned.

III. Carry out acts or operations contrary to this Law or to the uses and sound Securities market practices.

IV. Start the cancellation procedure referred to in Article 108 of this Law.

In order for the aforementioned suspension to continue for a longer period, the Commission shall grant the broadcaster concerned the right of hearing.

The suspension of the registration in the Register will have the effect of suspending the listing of the listed values and does not release the issuing authority as provided for in this Act.

Chapter V

From the cancellation of the enrollment of values in the Registry

Article 108.- The Commission may cancel the registration of securities in the Register, in any of the cases set out below, provided that It is demonstrated that the interests of the public investor have been safeguarded and that the requirements set out in this article are met:

I. Dealing with anonymous companies whose shares are representative of the capital (a) social or credit claims that represent them are entered in the Register, when they commit serious or repeated infringements of this Law, or, where their securities do not satisfy the requirements for the maintenance of a listed listing, in which the company in question will be obliged, upon request of the Commission, to make a public offer within a maximum period of 80 calendar days from the date on which such a request takes effect, the provisions of Articles 96, 97, 98, fractions I and II, and the paragraph 101, being applicable. first, of this Act, as well as the following rules:

a) The offer should be directed exclusively to shareholders or holders of the credit certificates representing the shares of the broadcaster, which do not form part, at the time of the request of the Commission, of the group of persons who are in control of the company.

b) The offer must be made at least at the price that is greater between the value of the listing and the book value of the shares or receivables representing those shares, in accordance with this second case, the last quarterly report submitted to the Commission and the stock exchange before the start of the tender, adjusted where the value has been modified in accordance with criteria applicable to the the identification of relevant information, in which case the most recent financial information with which the company has been established must be considered and a certificate issued by an authorised manager of the broadcaster with respect to the determination of the value accounting.

The stock exchange value will be the weighted average price per volume of the transactions which have been carried out during the last 30 days in which the shares or receivables representing those shares, prior to the start of the offer, had been negotiated for a period not exceeding six months. Where the number of days in which the abovementioned shares or receivables have been negotiated, for the period indicated, is less than 30, the days actually negotiated shall be taken. Where there have been no negotiations in that period, the book value shall be taken.

In the event that the society has more than one series of actions listed, the average referred to in the preceding paragraph, must be carried out for each series intended to be cancelled, and must be taken as the quotation value for the public offering of all the series, the average of which is greater.

c) The company required to make the offer must be in escrow for a period For at least six months from the date of cancellation, the resources necessary to acquire the securities of the investors who have not come to it at the same price of the offer.

The person or group of persons who have control of the society at the time when the Commission to make the requirement stated in the first paragraph of this fraction, will be subsidiary responsible with the society of the fulfillment of the previewed in this fraction.

The Commission may order, at the expense of the company, that a valuation be carried out for a independent expert with the purpose of determining the price of the offer, when it considers it indispensable for the protection of the interests of the investing public.

The public limited companies to which the registration is cancelled in the Register of the shares representative of their share capital or credit claims that represent them, they shall not be able to place securities again among the investing public until one year after the corresponding cancellation.

II. I request the station, after agreement of its extraordinary general assembly of shareholders and with the favorable vote of holders of shares with or without voting rights, representing ninety-five percent of the share capital.

Once the aforementioned assembly agreement has been obtained, an offer must be made public procurement as set out in section I of this article.

For the purposes of assessing the origin of the cancellation of the securities in the Register, The Commission shall consider the following:

a) The number of investors who have come to the offering.

b) The percentage of capital owned by such investors.

c) The characteristics of the investors who did not attend the offer and, in case of know them, the circumstances by which they abstained from accepting the offer.

The Commission may also establish by means of general provisions, exceptions to the obligation to carry out the aforementioned public offering, when under the reduced number of securities placed between the public investor and its amount so justified, but in any event the trust must be established a reference to paragraph (c) of section I of this article.

III.        For instruments other than those referred to in the preceding Sections I and II, the Commission shall be credited with being aware of its obligations arising from the securities or, where appropriate, the agreement of the assembly of holders to determine the registration cancellation. The agreement shall be taken by at least the holders representing ninety-five per cent of the securities in circulation.

The board of directors of the public limited companies that make a public offer in the terms of this article, will have to give their opinion to the public on the the price of the offer, in line with the provisions of Article 101 of this Law.

The public limited liability companies which have been cancelled the registration of shares representing their share capital or credit claims which represent them in the Registration, they will cease to have the character of stock exchanges, being subject by law ministry to the regime provided in the General Law of Companies of Companies for the limited companies, or to the established in the present legal order in the Assumption that they adopt the form of a promoter of investment.

The Commission may authorise the use of a different basis for the determination of the price of the offer, taking into account the financial situation and prospects of the in the case, provided that the board of directors of that company is approved, after the committee has the opinion that it carries out functions in the field of social practices, in which the reasons for which it is deemed to be justified setting a different price, supported by an expert's report independent.

Title V

From the acquisition of the disclosure object values

Article 109.- The person or group of persons who acquire, directly or indirectly, within or outside a stock exchange, through one or more of the any simultaneous or successive nature, ordinary shares of a public limited company, registered in the Register, which results in a shareholding equal to or greater than ten and less than thirty per cent of those shares, shall be required to inform the public of such a circumstance, no later than the working day following the occurrence of such an event, through the relevant stock exchange and in accordance with the terms and conditions laid down therein. In the case of groups of persons, they shall disclose the individual holdings of each of the members of that group.

The person or group of persons mentioned above must also inform their intention or not to acquire a significant influence in the society in question, in terms of the previous paragraph.

Article 110.- Persons related to an anonymous company whose representative shares of the share capital are registered in the Register, which directly or indirectly increase or decrease by five percent their participation in that capital by one or more simultaneous or successive operations, shall be obliged to inform the public of such a circumstance, no later than the working day next to that event taking place, through the bag of corresponding values and adjusting to the terms and conditions you are setting.

You must also express your intention or not to acquire a significant influence or to increase it, in terms of the preceding paragraph.

Article 111.- The person or group of persons who directly or indirectly holds ten percent or more of the representative shares of the social capital public limited liability companies, registered in the Register, as well as the members of the board of directors and relevant directors of such companies, shall inform the Commission and, in cases where it is established by means of general provisions, to the public, the acquisitions or disposals which they carry out with the said values, within the time limits specified by the Commission itself in those provisions.

Article 112.- The acquisition of the convertible securities in ordinary shares; of credit titles representing them, and of optional securities or instruments financial derivatives in kind, which have as their underlying such shares or receivables, shall be computed for the purposes of calculating the percentages referred to in Articles 109 to 111 of this Law.

The operations that are performed on shares representing the social capital of financial institutions registered in the Register, in addition to the Law shall comply with the authorisations and notices provided for in the laws relating to the financial system and secondary provisions applicable to the entity concerned.

The Commission shall establish, by means of general provisions, the form and terms in which the information referred to in Articles 109 to 111 of this Law must be provided.

Title VI

Of the securities market brokers

Article 113.- The broker of the stock market will be:

I. Bag houses.

II. Credit institutions.

III. Operating companies of investment companies and fund managers for removal.

IV. Companies distributing shares of investment companies and entities financial authorised to act with the referred distribution character.

The exchange houses, in their organization and operation, will be adjusted as provided for in this Law.

Credit institutions, investment companies operating companies, retirement fund managers, equity distribution companies of investment companies and financial institutions authorized to act with the said character of distributors, in their organization and operation shall observe the provisions of the laws of the financial system which govern them and others provisions emanating from them.

Chapter I

Of the bag houses

Section I

From the organization

Article 114.- To organize and operate as a stock exchange is required authorization from the Commission, after agreement of its Governing Board. Such authorization shall be granted to public limited liability companies organized in accordance with the special provisions contained in this legal order and, as otherwise provided for in the General Company Law. Mercantiles. By their nature, these authorisations shall be non-communicable and shall not entail certification of the solvency of the listed household.

The authorisations that will be granted, as well as their modifications, will be published in the Official Journal of the Federation at the expense of the person concerned.

Article 115.- Authorization requests to organize and operate as a bag home must be accompanied by the following documentation:

I. Draft statutes of an anonymous company to be considered next:

a) The social name must contain the expression "bag house".

b) The duration of the partnership will be indefinite.

(c) The registered office must be located on national territory.

d) The social object will be to act as a bag house performing the activities and services provided for in this Law.

II. Partners ' relationship and information, indicating the amount of social capital that will subscribe to and the origin of the resources declared by them, as well as the likely directors, general manager and principal directors of the company.

III. General plan of operation of the society comprising, at least, the Following aspects:

a) The activities and services to perform.

b) Security measures to preserve information integrity.

c) Geographical coverage forecasts by pointing out the regions and places where you are intend to operate.

d) Society's financial feasibility study.

e) The bases for your internal organization and control.

f) The bases for applying utilities, in the intelligence that they won't be able to spread dividends during its first three years, the net profit being applied to capital reserves.

IV.         The manual of conduct that includes policies for the solution of potential conflicts of interest in the performance of their activities. Such manuals shall contain the rules to be determined by the Commission by means of general provisions.

V.          Proof of bank deposit in national currency or, where appropriate, of government securities for their market price, deposited in financial institutions in favor of the Federation's Treasury, for an amount equal to ten percent of the minimum capital with which the company must operate.

The principal and, if applicable, accessories of the said deposit will be returned to the applicant in case of withdrawal, as well as in the event that the application is denied or when operations are initiated in the terms provided for in this Law. In the event that the authorisation as provided for in Article 153, fractions I to III of this Law is revoked, the amount of the deposit shall be made effective.

VI.         The other documentation and information which the Commission, in relation to the previous fractions, requires by means of general provisions, subject to the agreement of its Governing Board.

The social statutes of the exchange houses, as well as their modifications, must be approved by the Commission. Once the approval has been obtained, they can be entered in the Public Registry of Commerce. In any event, the said exchange houses shall provide the Commission, within 10 working days following the conclusion of the corresponding assembly, to be authenticated by the Secretary of the Administrative Board, of the minutes of the assembly and, where appropriate, a public instrument showing the formalisation of such instruments. In the case of capital increases, the exchange houses shall not require the authorization indicated, but in any event they shall submit to the Commission, at least 15 working days in advance of the date on which they intend to increase the capital, the information of the partners referred to in section II of this article, period in which the Commission may object to the realization of the increase in the event that it considers that there is an impediment for the persons to be Try to be partners in the relevant stockhouse.

Article 116.- Exchange houses shall credit the Commission, at least thirty days prior to the commencement of their operations or on the occasion of the subsequent incorporation into its social object of one or more of the activities or services referred to in Article 171 of this Law, the following requirements:

I. That have the minimum social capital paid based on the activities to perform and services to provide.

II. That the directors, the CEO, the managers holding the office with the immediate hierarchy lower than that of the latter and, where appropriate, the proxies for carrying out transactions with the public and stock market operators, comply with the requirements laid down in this Law and other general provisions issued by the Commission.

III. They have the necessary internal infrastructure and controls to perform its activities and its services, in accordance with the applicable provisions, even in the event of contracting with third parties the provision of services necessary for the development of its social object.

The Commission may deny partial or full commencement of operations where compliance with the provisions of this Article is not proven.

Article 117.- The social capital of the bag houses shall be made up of an ordinary part and may also be integrated by an additional part.

The ordinary share capital of the exchange houses will be integrated by shares in the "O" series.

Where appropriate, the additional share capital will be represented by "L" series shares, which may be issued up to an amount equivalent to forty percent of the capital Ordinary social security, subject to authorisation by the Commission.

The representative shares of the "O" and "L" series shall be free of subscription, except for foreign governments, which may not participate, directly or indirectly, in the share capital of stock exchange houses, except in the following cases:

I.        When they do so, on the grounds of temporary prudential measures such as financial support or bailouts.

Stock houses that are located in this fraction will have to deliver to the Commission, the information and documentation that accredit to satisfy the above mentioned, within the fifteen working days after that are found in that case. The Commission shall have a period of 90 working days, counted from the receipt of the information and documentation concerned, in order to resolve, subject to the agreement of its Governing Board, if the participation in question is located in the case of expected exception in this fraction.

II.       Where the corresponding participation implies that the control of the exchange house is carried out in terms of Article 2, fraction III of this Law, and be carried out through official moral persons, such as funds, governmental entities promoting, inter alia, prior discretionary authorisation from the Commission, with the agreement of its Governing Board, provided that such persons prove that they are:

a) Do not exercise authority functions, and

b) Your decision-making bodies operate independently of the foreign government that you are treat.

III.     Where the corresponding participation is indirect and does not imply that the control of the stock exchange is controlled, in terms of Article 2, fraction III of this Law. The above, without prejudice to the notices or requests for authorization to be made in accordance with this Law.

L series actions shall be of limited vote and shall grant voting rights only in matters relating to object change, merger, division, transformation, dissolution and liquidation, as well as cancellation of the listing on any stock exchange and registration in the Register, of the representative shares of the registered capital or securities representing them.

In addition, the "L" series shares may confer the right to receive a preferred and cumulative dividend, as well as to a dividend higher than that of the representative shares of ordinary capital, provided that it is established in the social statutes of the company. In no case will the dividends in this series be lower than the "O" string.

Actions will be of equal value and within each series will confer the same rights to their holders.

Exchange houses may issue unsubscribed shares, which shall be held in treasury, which shall not be counted for purposes of determining the ownership limits. referred to in this Law. The subscribers shall receive the respective constances against the total payment of the nominal value and the premiums which, if any, the company establishes.

Article 118.- The representative shares of the share capital of the exchange houses shall be paid in full in the act of being subscribed. The above mentioned actions will be kept in deposit in one of the institutions for the deposit of securities regulated in this Law, which in no case will be forced to give them to the holders.

When the share capital of stock houses exceeds the minimum, it must be paid at least fifty percent, provided that this percentage is not lower than the minimum set. In the case of limited liability companies, the minimum share capital shall be composed of shares without the right to withdraw. In no case shall the amount of variable capital be greater than the minimum.

Exchange houses when announcing their share capital should at the same time make known their paid capital.

Article 119.- The acquisition, by one or more simultaneous or successive operations, of shares in the "O" series of the share capital of a stock exchange, by part of a person or group of persons, shall be subject to the following requirements:

Report to the Commission the acquisition of two percent of the ordinary share of the social capital within three working days of the extent of such a percentage.

II. Get the prior authorization from the Commission, when you intend to acquire the five (a) a percentage or more of the ordinary share of the share capital, without this being a greater percentage than that indicated in the following fraction or the control of the stock exchange. To this end, they shall submit to the Commission the list of persons intending to acquire the shares indicating the capital they shall subscribe to, the manner in which they shall pay the shares, and the origin of the resources with which such payment shall be made.

III. Get prior to the acquisition, the authorization of the Commission, prior the agreement of its Governing Board, when it is intended to acquire thirty per cent or more of the ordinary share of the share capital, or the control of a stock exchange, for which it shall accompany its application:

a) Relationship and information of persons intending to acquire the shares indicating the the capital they will subscribe to, the way they will pay, as well as the source of the resources to which the payment will be made.

(b) General operating plan covering the aspects referred to in Article 115, Section III of this Law.

(c) Other documentation and information that the Commission, in relation to the Incits prior to the agreement of its Governing Board, it requires general provisions.

When the acquirer of the control is a stock exchange, it shall proceed to the merger of both entities in accordance with the provisions applicable to mergers contained in the in this legal order.

Article 120.- Exchange houses shall, where appropriate, refrain from registering in the register referred to in Articles 128 and 129 of the General Law of Companies, of those transmissions of shares which are carried out in contravention of the provisions of Articles 117 and 119 of this Law, must inform the Commission, within five working days of the date of the date on which they are aware of this.

When acquisitions and other legal acts through which the ownership of representative shares of the social capital is directly or indirectly obtained a house of stock, contrary to the provisions of Articles 117 and 119 of this Law, the property and corporate rights inherent in the corresponding shares of the house of stock will be suspended and therefore cannot be exercised, until that the authorisation or resolution has been obtained which has been obtained corresponds or that the requirements that this Law contemplates have been met.

Article 121.- The exchange houses, when convening the general meetings of shareholders, shall list on the agenda all matters to be dealt with in the assembly, even those falling under the heading of general or their equivalents. They shall also make available to shareholders at least 15 calendar days prior to the holding of each assembly, the documentation and information related to the topics to be discussed therein.

People who come to represent the shareholders to the assemblies will be able to accredit their personality by being able to be granted on forms prepared by the own company, which must meet the following requirements:

I. To mark the social denomination as well as the respective order of the day.

II. Contain space for the instructions that the grantor points to for the exercise of the power.

Exchange houses must be made available to the shareholders ' representatives on the proxy forms, during the period referred to in the first subparagraph of this article, so that those who are able to make them come with an opportunity to their represented.

The secretary of the council will be obliged to make sure that the provisions of this article are complied with and to inform the assembly about it, which will be stated in the Respective minutes.

Section II

Of administration and surveillance

Article 122.- The management of the exchange houses will be entrusted to a board of directors and a director general, in their respective spheres of competence.

Article 123.- The board of directors of the exchange houses shall be composed of a maximum of fifteen members of which, at least, the twenty-five One hundred must be independent. For each of the owner's members, their alternate member shall be appointed, on the understanding that the alternate members of the independent directors shall have this same character.

The board of directors will also have the support of a secretary, who will be appointed by the majority of the members of the body or the general assembly. of shareholders, and will be subject to the obligations and responsibilities that this legal order establishes.

Article 124.- Nomination of board members of the stock exchange should be placed on persons with technical quality, good repute and credit history. satisfactory, as well as with extensive knowledge and experience in financial, legal or administrative matters.

Counselors who have a conflict of interest in any matter should refrain from participating and be present in the deliberation and voting of such a matter, without the quorum required for the installation of the council is affected. They shall also maintain absolute confidentiality in respect of all acts, acts or events relating to the house of the stock of which they are members, where the information is not public, as well as any deliberation carried out on the board, without prejudice to the obligation of the house to provide all the information requested by the competent authority under this Law.

In no case can they be counsellors:

I. Officials and employees of the exchange house, with the exception of the director and of the management of the company holding positions with the immediate hierarchy lower than that of the company, without the latter constituting more than one third of the board of directors.

II. The spouse, concubine or concubinaire of any counselor, as well as the people who have kinship for consanguinity, affinity or civil to the fourth grade, with more than two counselors.

III. Persons who have pending litigation against the bag house that they are treat.

IV. People sentenced for property crimes, as well as the disabled to exercise trade or to perform a job, job or commission in the public service, or in the Mexican financial system.

V. The broken and broken ones that have not been rehabilitated.

VI. Public servants performing inspection and surveillance functions, or regulatory functions, of the exchange houses, unless there is a participation of the federal government in the capital of the same.

VII. The persons who have served as the external auditor of the house of the stock exchange or any of the companies that make up the business group to which it belongs, during the 12 months prior to the date of the appointment.

Board members who participate in the board of directors of other financial institutions shall disclose that circumstance to the assembly of shareholders in the act of their designation.

Most counselors must be resident in the national territory, in terms of the provisions of the Fiscal Code of the Federation.

Shareholders representing ten percent of the ordinary capital of the exchange house will have the right to appoint and revoke a general shareholders ' meeting. Member of the Board of directors, without the percentage referred to in Article 144 of the General Law on Companies. Such designation may be revoked only by the other shareholders, where the appointment of all other members is revoked, in which case the persons replaced may not be appointed with such a character for the immediate 12 months. following the revocation date.

Article 125.- The positions of independent directors of the exchange houses shall be borne by persons other than the administration of the respective entity who meet the conditions and conditions to be determined by the Commission, after agreement of its Governing Board, by means of general provisions, in which the cases under which a counsellor is deemed to cease to be deemed to cease to be independent, for the purposes of this article.

In no case can they be independent counselors:

I. The employees or managers of the exchange house.

II. Shareholders who are not employees or managers of the stock exchange, have power of command in society.

III. Partners or employees of companies or associations providing services of consultancy or consultancy to the exchange house or to undertakings belonging to the same business group of which it is a party, whose perceptions, during the 12 months preceding the date of the appointment, have represented 10% or more of the total revenue of those companies or associations.

IV. Customers, suppliers, debtors, creditors, partners, advisors or employees of a company that is a customer, supplier, debtor or major creditor of the stock exchange.

A customer or supplier is considered to be important when the services you provide the stock market or the sales it makes to it, account for more than ten percent of the total services or sales of the customer or the supplier, respectively, during the twelve months prior to the date of the appointment. In addition, a debtor or creditor is considered to be important when the amount of the credit is greater than 15% of the assets of the exchange house or its counterparty.

V. Employees of a foundation, association or civil society receiving donations important of the bag house.

Important donations are considered to those representing more than fifteen percent of the total donations received by the civil society or association concerned, during the 12 months prior to the date of appointment.

VI. High-level directors or managers of a company on whose board The general manager or a senior management officer of the stock exchange is involved.

VII. Spouses or concubinals, as well as those with kinship for consanguinity, affinity or civil to the first degree, in respect of any of the persons referred to in fractions III to VI above, or up to the fourth grade, in relation to those identified in fractions I, II and VIII of this Article.

VIII. People who have held a management or administrative position in the home the stock exchange or the financial group to which the institution itself belongs, during the 12 months immediately preceding the date of designation.

Article 126.- The board of directors must have an audit committee.

The Commission, after agreement of its Governing Board, shall establish by general provisions the minimum functions to be performed by the audit committee, as well as the rules on their integration, the periodicity of their sessions and the timeliness and sufficiency of the information to be considered.

Article 127.- The board of directors of the exchange houses shall be held at least four times during each social year and when convened by its chairman, by at least twenty-five per cent of the councillors, or by any of the commissars of the stockhouse.

The external auditor of the exchange house will be able to attend the sessions of the board of directors to report on those issues related to the development or the the results of the audit, in which case it may be present only during the absence of the relevant case, as a guest with a voice and without a vote.

Article 128.- The appointments of the general manager of the stock exchange houses and of directors holding positions with the immediate hierarchy below that of the latter, must be placed on persons who have satisfactory good repute and credit history and who meet the following requirements:

I. Being resident on national territory in terms of the provisions of the Code Prosecutor of the Federation.

II. Have provided at least five years of their services in senior positions decision-making, whose performance requires knowledge and experience in financial and administrative matters.

III. Do not have any of the impediments that to be a counselor point out the fractions III to VII of Article 124 of this Law.

Article 129.- Exchange houses must verify that persons who are designated as counselors, commissars, general manager, and managers with the hierarchy This is the first time that the Commission has taken the necessary steps to ensure that the law is applied to the Member States. The Commission may, by means of general provisions, lay down the criteria for the integration of dossiers attesting to compliance with the provisions of this Article and for the integration of the documentation relative.

The persons referred to in the preceding paragraph shall express in writing:

I. That are not located in any of the assumptions referred to in fractions III Article 124 (VII) of this Law, in the case of members of the Board of Directors and Article 128 (III) for the case of the Director-General and directors referred to in the first paragraph of this Article.

II. Who know the rights and obligations they assume when accepting the charge corresponds.

Exchange houses should report to the Commission the appointments, resignations and removals of directors, commissioners, director-general and managers with the hierarchy. less than that of the latter, within 10 working days after the alleged occurrence, expressly stating, in the case of appointments, that the persons comply with the applicable requirements.

Directors, directors and trust delegates of the exchange houses, to accredit their personality and faculties, will be sufficient to exhibit a certification of their appointment issued by the Secretary of the Administrative Board.

Article 130.- Exchange houses shall implement a system of remuneration in accordance with what is established by the Commission by means of a provision of general. The Board of Directors shall be responsible for the approval of the remuneration system, the policies and procedures governing it, the definition of its scope and the determination of the staff subject to such a system, as well as the monitoring of its suitability. operation.

Such a remuneration system should consider all remuneration, whether these are granted in cash or through other compensation mechanisms, and shall at least comply with the following:

I.        Delimit the responsibilities of the social bodies responsible for the implementation of the remuneration schemes.

II.       To establish policies and procedures that normalise the ordinary remuneration and extraordinary remuneration of persons subject to the remuneration system.

In any case, policies and procedures that limit or suspend remuneration In turn, they should be provided for in the working conditions of the stock exchange houses.

III.     Establish periodic review of payment policies and procedures, as well as conducting adjustments.

IV.      Other aspects to be pointed out by the Commission by means of general provisions.

The Commission, hearing the opinion of the Bank of Mexico, may require additional capitalization requirements to those referred to in Article 173 of this Law when the The bag does not comply with its remuneration system.

Article 130 Bis.- The management board shall constitute a remuneration committee whose purpose shall be the implementation, maintenance and evaluation of the the remuneration system referred to in Article 130 of this Law, for which it shall have the following functions:

I.        Propose for the approval of the board of directors the remuneration policies and procedures, as well as any modifications made to them.

II.       Report to the Management Board on the functioning of the remuneration system.

III.     Other than determined by the Commission by means of general provisions.

The Commission will identify by means of general provisions the way in which the remuneration committee will be integrated, reconvened and operated.

in addition, the Commission may, according to the criteria laid down in rules of general character, exempt stock exchange houses from a committee of remuneration.

Article 131.- The exchange house surveillance authority shall be composed of at least one commissioner appointed by the shareholders of the "O" series and by a Commissioner, appointed by the L series when such actions exist, as well as their respective alternates. The appointment of Commissioners shall be made in a special assembly for each series of actions. Assemblies that meet for this purpose shall be applicable, in the conduct, to the provisions for the ordinary general assemblies provided for in the General Law of Companies.

The commissars of the exchange houses must comply with the requirement set out in section I of Article 128 of this Law.

Section III

Of the merge and spin

Article 132.- The merger of two or more exchange houses, or of any company with a stock exchange, shall be authorized by the Commission, upon agreement of its Board of Directors. Government. Such a merger shall be carried out subject to the following bases:

I. Companies will present the projects of the Assemblies Agreements (a) extraordinary general shareholders relating to the merger, merger agreement, merger plan of the respective companies, indicating the stages in which they are to be carried out and the financial statements of the companies, as well as the projected of the merging company.

II. The merger agreements, as well as the respective assembly minutes, will be entered in the Public Registry of Commerce after obtaining the authorization referred to in this article. The merger shall take effect from the date on which the merger takes effect.

III. The bases, procedures and protection mechanisms that will be adopted in favor of your clientele.

IV. The merger agreements adopted by the respective general assemblies Extraordinary shareholders shall be published in the Official Journal of the Federation and in two newspapers of wide circulation in the place where the companies have their domicile, once the registration is made in the Public Registry of Commerce.

V. The creditors of the companies will be able to contest the merger judicially, inside of the 90 calendar days following the date of publication referred to in the preceding section, with the sole purpose of obtaining payment of their claims, without the opposition suspending the effects of the latter.

VI. The Commission, after agreement of its Governing Board, may establish by provisions of a general nature, the other documentation and information relating to the previous fractions must be provided.

The merger of an exchange house belonging to a financial group, either as a merger or a merged entity, shall be subject to the provisions of Article 10 of the Regular Law. Financial Pools, and shall not be applicable as provided for in this Article.

Article 133.- The authorizations to constitute and operate as stock houses, which participate in a merger process as merged, will be revoked. by law ministry, once the merger takes its effects.

Article 134.- The division of stock houses must be authorized by the Commission, after agreement of its Governing Board. Such a division shall be made subject to the following bases:

I. The breakaway company will present the draft assembly minutes containing the agreements of its extraordinary general assembly of shareholders relating to its division, draft of statutory reforms of the company being divided, draft social statutes of the company being divided and financial statements that present the situation of the splitting company, as well as the projected the companies resulting from the division.

II. The agreements of the extraordinary general assembly of shareholders relating to the division, the minutes of assembly, as well as the constitutive writing of the split, shall be entered in the Public Registry of Commerce after obtaining the authorization referred to in this article. From the date on which the division takes effect, the division shall take effect.

III. The bases, procedures and protection mechanisms that will be adopted in favor of your clientele.

IV. The excision agreements adopted by the extraordinary general assembly of shareholders of the company being divided, will be published in the Official Journal of the Federation and in two newspapers of wide circulation in the square in which the company has its registered office, once the registration is made in the Public Registry of Trade.

V. The creditors of the companies may contest the division judicially, within 90 calendar days following the date of publication referred to in the preceding section, with the sole purpose of obtaining payment of their claims, without the opposition suspending the effects of the latter.

VI. The Commission, after agreement of its Governing Board, may establish by provisions of a general nature, the other documentation and information relating to the previous fractions must be provided.

The spun-off partnership will not be understood to be authorised to organise and operate as a stock exchange.

On the basis of the division, the company being divided shall not be allowed to carry out active or passive operations of the stock exchange, except in cases where the Commission.

Section IV

Of preventive and corrective measures, suspension of operations, intervention, revocation of authorizations and dissolution and liquidation

Article 135.- In the exercise of its inspection and surveillance functions, the Commission shall, by means of general provisions, approve its Board of Government, will classify the stock exchange houses into categories, based on the capitalization index and its components, as well as the capital supplements required under the applicable provisions issued by the said Commission in terms of the Article 173 of this Law.

For the purposes of the classification referred to in the preceding paragraph, the Commission may lay down different categories, depending on whether the exchange houses maintain a the capitalization index and its components and capital supplements that are higher or lower than those required in accordance with the provisions governing them.

The rules issued by the Commission should provide for the additional minimum and special corrective measures that stock houses will have to comply with category in which they were classified.

The Commission shall make known the category in which the exchange houses have been classified, in the terms and conditions laid down by the Commission in the provisions of a general nature.

In order to issue the general provisions, the Commission must observe the provisions of Article 136 of this Law.

The corrective measures should be aimed at preventing and, where appropriate, correcting the problems that the exchange houses may have, arising from the operations they carry out and which may affect their financial stability or solvency.

The Commission shall notify the stock houses in writing of the corrective measures to be observed in terms of this Section, as well as verify their compliance with the agreement with the provisions of this order. In the notification referred to in this paragraph, the Commission shall define the terms and time limits for compliance with the corrective measures referred to in this Article and the following 136.

The provisions of this Article, as well as in Article 136 of this Law, shall apply without prejudice to the powers conferred on the Commission in accordance with this Law. Law and other applicable provisions.

Exchange houses should provide for the implementation of the corrective measures within their social statutes, forcing them to take the actions that, in their case, they are applicable to them.

The adoption of any of the corrective measures imposed by the Commission, based on this precept and Article 136 of this Law, as well as on the rules that They shall be deemed to be of public order and of a social interest, and shall not, where appropriate, be regarded as a public order or a social interest, and shall not be subject to any suspension of any such suspension. interests of the investing public.

The corrective measures imposed by the Commission, based on this precept and Article 136 of this Law, as well as the rules deriving from them, will be considered as precautionary nature.

Article 136.- For the purposes of the provisions of Article 135 of this Law, you will be the following:

I.        Where stock houses do not comply with the capitalization index or their components established in accordance with Article 173 of this Law and in the provisions of that provision, the Commission shall order the application of the minimum corrective measures set out below, corresponding to the category in which the listed house is located, in terms of the provisions referred to in the previous Article:

a) Inform your board of directors of your classification, as well as the causes that motivate, for which they will have to present a detailed comprehensive assessment report on their financial situation, that points to compliance with the regulatory framework and includes the expression of the main indicators that reflect the degree of stability and the solvency of the stock exchange, as well as the comments which, where appropriate, the Commission has addressed it.

If the listed stock house is part of a financial group, it must be inform the Director-General and the Chairman of the management board of the controlling company in writing;

b) Within seven days, submit to the Commission, for approval, a plan of capital restoration which results in an increase in its capitalization index, which may include a programme of improvement in operational efficiency, rationalization of expenditure and increase in profitability, contributions to the share capital and limits to transactions which the exchange house of which it may be carried out in compliance with its social object or the risks arising from such operations. The capital restoration plan must be approved by the board of directors of the stock market in question before it is submitted to the Commission itself.

The referred-to-exchange house shall determine in the capital restoration plan that, in accordance with this paragraph, it must present, periodic targets, as well as the time limit within which it will comply with the capitalization rate provided for in the applicable provisions.

The Commission, through its Governing Board, will have to resolve what is relevant to the capital restoration plan that has been submitted to it, within a maximum period of sixty days from the date of submission of the plan.

Exchange houses to which the provisions of this paragraph apply shall comply with the plan for the restoration of capital within the time limit laid down by the Commission, which shall in no case exceed two hundred and seventy days from the day following the notification to the stock exchange, the respective approval. For the purpose of determining the time limit for the implementation of the restoration plan, the Commission shall take into account the category in which the stock house is located, its financial position and the conditions which it generally applies. prevail in the financial markets. The Commission may, by agreement of its Governing Board, extend for a single period of time for a period not exceeding 90 days.

The Commission will monitor and verify compliance with the capital restoration plan, without prejudice to the provenance of other corrective measures depending on the category in which the listed household is classified;

c) Suspend, in whole or in part, the payment to shareholders of dividends from the stock exchange, as well as any mechanism or act involving a transfer of property profits. In the event that the stock exchange concerned belongs to a financial group, the measure provided for in this paragraph shall also apply to the controlling company of the group to which it belongs, as well as to the financial institutions or companies which are part of that group.

The provisions of the preceding paragraph shall not apply for the payment of dividends which they make the financial institutions or companies belonging to the group other than the stock exchange in question, where the payment is applied to the capitalisation of the stock exchange;

d) To fully or partially suspend the repurchase programs of representative shares of the the share capital of the household concerned and, in the case of membership of a financial group, also those of the controlling company of that group;

e) Different or partially cancelling or cancelling interest payments and, if applicable, deferring or cancel, in whole or in part, the payment of principal or convert into shares up to the amount necessary to cover the capital shortfall, in advance and in proportion, the subordinated obligations that are in circulation, according to the nature of such obligations. This corrective measure shall be applicable to those subordinate obligations that have been provided for in their issuance or issuance document.

Exchange houses that issue subordinated bonds must include in the securities of the credit, in the minutes of issue, in the information leaflet, as well as in any other instrument which documents the issue, the characteristics of the issue and the possibility that some of the measures envisaged may be in the preceding paragraph when the (a) the corresponding causal charges in accordance with the rules referred to in Article 135 of this Law, without being a cause of non-compliance on the part of the issuing exchange house;

f) Suspend payment of extra extra bonuses and bonuses to salary of the Director-General and of the officials of the two hierarchical levels lower than this, as well as not to grant new compensation in the future for the director general and officials, until as long as the house of stock meets with the index of Capitalisation established by the Commission in terms of the provisions referred to in Article 173 of this Law. This forecast shall be contained in the contracts and other documentation governing the working conditions;

g) Refusing to agree increases in the amounts in force in the credits granted to the parties considered to be related in terms of the general provisions applicable to the exchange houses, and

h) Other minimum corrective measures that, if any, set the rules of general character referred to in Article 135 of this Law.

II.       When a stock exchange house meets the required minimum capitalization rate and its components in accordance with Article 173 of this Law and the provisions of it, it shall be classified in the category that includes that minimum. The Commission shall order the application of the following minimum corrective measures:

a) Inform your board of directors of your classification, as well as the causes that motivate, for which they will have to present a detailed comprehensive assessment report on their financial situation, that points to compliance with the regulatory framework and includes the expression of the main indicators that reflect the degree of stability and the solvency of the stock exchange, as well as the comments which, where appropriate, the Commission has addressed it.

If the listed stock house is part of a financial group, it must be inform the Director-General and the Chairman of the management board of the controlling company in writing;

b) Refrain from holding operations whose realization generates that their index of capitalization is located below the required one according to the applicable provisions, and

c) Other minimum corrective measures that, if applicable, set the rules of general character referred to in Article 135 of this Law.

III.     Regardless of the minimum corrective measures applied in accordance with fractions I and II of this Article, the Commission may order the appropriate additional special corrective measures to be made available to the stock-exchange houses. following:

a) Define concrete actions to not deteriorate your capitalization index;

b) Contreating the services of external auditors or other specialised third parties for the conduct of special audits on specific issues;

c) Refusing to agree increases in salaries and benefits of officials and employees in general, with the exception of agreed wage revisions and at all times respecting acquired labour rights.

The provisions of this paragraph shall also apply in respect of payments made to moral persons other than the listed household, where those moral persons make the payments to employees or officials of the stock exchange;

d) Replace officials, counselors, stewards, or external auditors, naming your own bag house to the persons who will occupy the respective charges. This is without prejudice to the powers of the Commission provided for in Article 393 of this Law to determine the removal or suspension of board members, directors-general, commissioners, directors and managers, Fiduciary delegates and other officials who may bind their signature to the stock exchange house, or

e) Other than determined by the Commission, based on the outcome of its functions inspection and surveillance, as well as sound banking and financial practices.

For the implementation of the measures referred to in this section, the Commission may consider, among other elements, the category in which the stock exchange has been classified, its overall financial situation, compliance with the regulatory framework and the capitalization index, as well as the main indicators that reflect the the degree of stability and solvency, the quality of the accounting information and financial, and compliance with the delivery of such information.

IV.      Where the stock-exchange houses do not comply with the capital supplements laid down in accordance with Article 173 of this Law and in the provisions of that provision, the Commission shall order the application of the measures Minimum corrective measures outlined below:

a) Suspending, in whole or in part, the payment to shareholders of dividends from the stock exchange, as well as any mechanism or act involving a transfer of property profits. In the event that the stock exchange concerned belongs to a financial group, the measure provided for in this paragraph shall also apply to the controlling company of the group to which it belongs, as well as to the financial institutions or companies which are part of that group, and

b) The other minimum corrective measures that, if any, set the rules of general character referred to in Article 135 of this Law.

V.        When the exchange houses maintain a capitalization index and their components higher than those required in accordance with the applicable provisions and comply with the capital supplements referred to in Article 173 of this Law and the provisions of the emanen shall not apply minimum corrective measures or additional special corrective measures.

Article 137.- The Commission may order the partial suspension of the activities of the exchange houses that incur the causals referred to in this Law. as they so request upon resolution of their extraordinary general assembly.

The partial suspension may be related to the performance of one or more activities, as well as to operations with certain new types of securities or operations.

The Commission must, where appropriate, order the stock exchange to take the necessary measures to correct the causes of the suspension and those which were necessary to preserve the integrity of the market or to protect the assets of the clients of the exchange houses. The suspension shall not entail any impact on the performance of the operations which have been concluded before the notification of the order of the Commission has taken effect, except in the case of unlawful operations in which the Commission is presumed to be client or the bag house acted with either dolo or bad faith.

Article 138.- The Commission may, subject to the right of hearing, suspend or partially limit the activities of a stock exchange when it is located in any of the following assumptions:

I. Do not have the necessary internal infrastructure or controls to perform your activities and the provision of their services, in accordance with applicable provisions.

II. Stop complying or do not comply with any of the requirements for the start of operations.

III. Perform operations other than those authorized according to your social object.

IV. Incompliance with the requirements necessary to perform specific operations, set out in general provisions.

V. Perform operations involving conflict of interest to the detriment of your clients or intervene in those that are prohibited in this Law or in the provisions that emanate from it.

VI. Omit repeatedly to comply with the requirements of the authorities financial for the exercise of their powers.

VII. Intercome in transactions with non-registered values in the Registry, except for cases provided for in this Law.

VIII. Perform transactions with out-of-stock securities, in contravention of the this Act.

IX. Be declared by the judicial authority in mercantile competition.

X. Errors are determined in the accounting records or are not shown due and the transactions which it has carried out and therefore do not reflect its true financial situation are recorded in its accounts.

The order of suspension referred to in this article is without prejudice to the penalties which, if any, are applicable in terms of the provisions of this Law and other provisions.

Article 139.- The provisions of Articles 137 and 138 of this Law shall apply without prejudice to the powers conferred on the Commission in accordance with the present order and other applicable provisions.

Article 140.- When under the supervision of the Commission, the Commission will detect operations of a stock exchange that are in violation of the laws that The Commission may

on the basis of the provisions of the general provisions of this Regulation:

I. Dictate the necessary measures to put operations in good order irregular, indicating a time limit for them to be carried out, as well as for the actions to be carried out in terms of the laws, if any.

II. Order that pursuant to Article 138 of this Law, the execution of the irregular operations or the settlement of the irregular operations.

Article 141.- The Commission may declare the management intervention of the exchange houses, where in their judgment there are irregularities of any kind that affect their stability, solvency or liquidity and endanger the interests of their clients or creditors.

The President of the Commission may propose to his Governing Board, the statement of intervention on the management of the stock exchange and the appointment of the the person who takes over the management of the intermediary concerned, with the character of the manager-manager in the terms provided for in this Article.

Trade associations of securities market intermediaries which are recognised by the Commission as self-regulatory bodies and which carry out certifications in terms of the provisions of Article 229, the last paragraph of this Law, will have to implement mechanisms for persons interested in occupying the position of the manager-manager of a stock exchange house or to serve as a member of the advisory council referred to in Article 146 of this Law, may be registered in a registration to be carried out, if they comply with the certification of those bodies.

In order to be certified and registered in the above register, persons interested in acting as interim managers must submit in writing their application to any of the trade associations referred to in the preceding paragraph, with the documents certifying compliance with the requirements laid down in Article 128 of this Law, without the provisions of Article 124 (VI) being applicable. of the same order and comply with the requirements set out in the the body in question. Persons interested in being registered as members of the Advisory Board shall submit, together with their application, the documentation certifying that they comply with the requirements laid down in Article 124 of this Law and that they do not located in some of the causals of origin provided for in that Article.

The Commission will appoint the financial controller-manager from among the certified persons-to point out any of the associations mentioned in this article. In the event that the intervention does not involve trade associations of securities market intermediaries recognised by the Commission in order to act as self-regulatory bodies, they do not have the mechanisms to refers to the third paragraph of this Article, the Commission may designate the financial controller and, where appropriate, the members of the advisory board, by agreement of its Governing Board, provided that the designated persons comply with the requirements provided for in this Act to carry out such charges.

Article 142.- Persons who obtain registration in the register referred to in Article 141 of this Law must comply with probity and diligence the functions arising from his appointment either as an interim-manager or member of the advisory board, in accordance with this Law and other applicable provisions, and shall be required to keep due confidentiality regarding the information to which have access to the exercise of their duties.

Article 143.- The trade that contains the appointment of a manager and its revocation must be registered in the corresponding Public Registry of Commerce at the address of the intervening intermediary, without further requirements than the respective office of the Commission in which the appointment is made, the replacement of the financial controller or its revocation where the Commission has authorised the removal of the intervention.

In the event that for justified reasons, the financial controller or any member of the advisory board resign, the Commission shall have a period of up to Thirty calendar days to designate the person to replace it. For the corresponding replacement, it should be noted in article 141 of this Law.

Article 144.- The manager-manager shall have all the powers required by the management of the partnership and full powers for acts of domain, administration and litigation and collection, with the powers that require special clause under the law, to grant and subscribe to credit titles, to file complaints and complaints and to desist from the latter and to grant the general or special powers which it deems appropriate, and to revoke are granted by the exchange house that has been brought and the same has been granted.

Article 145.- The manager-manager shall exercise his or her powers without being subject to the shareholders ' meeting or the board of directors. From the moment that the management intervention begins, all the powers of the administrative board and the powers of the persons that the financial controller determines shall be subject to the financial controller. The shareholders ' assembly may continue to meet regularly to hear about the matters that are responsible for it and the same may be done by the council to be informed of the matters that the financial controller considers appropriate on the subject. operation and the operations carried out by the company, as well as to express an opinion on the matters which the same financial controller submits to his consideration. The financial controller-manager may refer to shareholders ' meetings and meetings of the board of directors for the purposes deemed necessary or appropriate.

Article 146.- For the exercise of its functions, the financial controller may have the support of an advisory board, which shall be composed of a minimum of three and a maximum of five persons, designated by the Commission, within those who are registered in the register referred to in the third paragraph of Article 141 of this Law.

The Advisory Board will meet with the call of the Financial Controller to give an opinion on the issues that it wishes to submit to its consideration. A detailed record shall be drawn from each session containing the most relevant issues and the agreements of the relevant session.

The members of the advisory board may only be excused from attending the meetings to which they have been summoned when they are justified. Similarly, they may only refrain from knowing and adjudicate on matters which are subject to their consideration, where there is a conflict of interest, in which case they shall be subject to the knowledge of the Commission.

Article 147.- The manager-manager shall draw up an inventory of the assets and liabilities of the exchange house and forward it to the Commission within the thirty calendar days following the one in which he took possession of his order, together with a work plan in which the actions to be carried out for the exercise of his function are expressed, as well as, where appropriate, to comply with what he has ordered the Commission in accordance with the provisions of Article 140 of this Law.

Article 148.- The manager-manager must formulate a quarterly activity report, as well as an opinion on the overall situation of the The Commission and the general assembly of shareholders on the content of these documents must be informed by the Commission.

When the assembly is convened, the assembly does not meet with the necessary quorum, the financial controller must publish in two newspapers of the most circulation in national territory, a notice addressed to the shareholders indicating that the said documents are at their disposal, indicating the place and time at which they may be consulted. It shall also send the Commission a copy of the opinion and report concerned.

The financial controller must take legal action to determine the economic responsibilities that exist and to disallow the responsibilities that are applicable in terms of law and other provisions.

Article 149.- The fees of the controller-manager and the auxiliary staff that such controllers hire for the performance of their duties, as well as the corresponding to the members of the advisory board provided for in Article 146 of this Law, will be covered by the exchange house. For such purposes, the Commission may lay down by general provisions the criteria by which the payment of such fees shall be made, taking into account the financial situation of the intermediary and having as its principal The evolution of remuneration in the country's stock exchange system.

The Commission will provide the services of legal assistance and defence to the financial controller-managers who are appointed by the Commission in terms of this Law, to the staff (a) to the extent to which the financial controller is to be employed, as well as to the members of the advisory board provided for in Article 146 of this legal order, in respect of the acts which they carry out in the performance of the duties conferred upon them by this Law; when the bag house in question does not have sufficient liquid resources to address such legal assistance and advocacy.

The legal assistance and defence referred to in this Article shall be provided from the resources with which the Commission shall be responsible for these purposes in accordance with the general guidelines to be adopted by the Governing Board of the Commission itself. For such purposes, the Secretariat shall hear the opinion of the Commission, establish the necessary mechanisms to cover the costs arising from the legal assistance and assistance provided for in this Article.

Article 150.- The Commission shall agree on the lifting of the intervention when irregularities affecting the stability or solvency of the The broker would have been corrected.

If, within a period of not longer than nine months from the intervention declaration, it has not been possible to correct the irregularities, the Commission, Considering the outcome of the opinion delivered by the Financial Controller, it shall proceed in accordance with the provisions of Article 153 of this Law.

When the Commission agrees to lift the intervention on a managerial basis, it must inform the person in charge of the Public Registry of Commerce that it has made the refers to the first paragraph of article 143 of this Law, in order to cancel the respective registration.

Article 151.- The manager-manager must make a final report of his/her management, which must include the actions taken during the intervention and the the financial situation of the household concerned.

The report shall be submitted to the general meeting of shareholders in accordance with the provisions of Article 148 of this Law, and shall be sent to the general assembly of shareholders. the Commission.

The controller-manager will continue in the performance of his/her order, while the appointment of the new administrator has not been registered with the Public Registry of Commerce, liquidator or receiver, as the case may be, and have not entered into office.

Article 152.- Dealing with exchange houses, the Commission will continue with the exercise of its supervisory powers conferred on it by this Law and the other applicable provisions.

Article 153.- The Commission, with the agreement of its Governing Board and prior to granting the right of hearing, may revoke the authorization to operate as a home Bag, when the intermediary concerned:

I. Do not constitute or not present the data relating to your registration in the Register Public of Commerce, within a period of six months from the date of their authorization.

II. You have not paid the minimum capital at the time of your constitution.

III. Do not start your operations within six months from the registration in the Public Registry of Commerce.

IV. Get the authorization to constitute and operate through documentation, false information or statements, provided that there are strong elements that support such presumption.

V. Arrange losses that reduce your capital to a level below the minimum. The Commission may set a deadline of not less than 15 working days for the capital to be reinstated in the amount necessary to maintain the operation of the stock exchange within the legal limits.

For the purposes of the foregoing paragraph, the time limits shall not apply to carry out the calls for the shareholders ' assemblies, as outlined in the General Law on Companies.

VI. Please provide false, inaccurate or incomplete information to the financial authorities, which has the effect that its true financial, administrative, economic and legal situation is not reflected.

VII.      Failure to comply with the additional minimum or special corrective measures referred to in Article 136 of this Law.

VIII. Reincida in the situations or behaviors that resulted in the partial suspension of their activities, as referred to in Articles 137 and 138 of this Law.

IX. Inconsistently comply with the provisions regarding the separation of cash and your clients ' securities regarding the assets of the exchange house.

X. Inconsistently comply with the provisions applicable to the accounting record and operation.

XI. False repeatedly for cause attributable to compliance with obligations derived from the contracted operations.

XII. Comet serious or repeated violations of legal or legal provisions administrative that are applicable to you.

XIII.      Stop performing your social object for a period of six months.

XIV. Enter dissolution and settlement process.

XV. Be declared by the failing judicial authority.

Article 154.- The Commission, at the request of the exchange house and after agreement of its Governing Board, may revoke the authorization to operate with such a character, provided that the following is true:

I. The shareholders ' assembly of the bourse has agreed to its dissolution and the settlement and approval of financial statements in which no obligations under the company's own account are already registered, arising from transactions booked as an intermediary.

II.         The company has submitted to the Commission the mechanisms and procedures for the delivery or transfer of the securities or cash of its customers, as well as the estimated dates for its implementation.

III. The company has submitted to the Commission the financial statements, approved by the the shareholders ' meeting, accompanied by the opinion of an external auditor, including the auditor's views relating to components, accounts or specific items in the financial statements, where the status of the records is confirmed; refers to the previous fraction I.

Article 155.- The Commission shall publish in the Official Journal of the Federation and in two newspapers of broad circulation in the country, the declaration of revocation and register in the Public Registry of Commerce corresponding to the registered office of the house. The revocation shall put the company in a state of dissolution and liquidation without the need for the agreement of the shareholders ' assembly.

Article 156.- The dissolution and liquidation of the exchange houses shall be governed by the provisions of Chapters X and XI of the General Law of Companies, with the following exceptions:

I. Corresponding to the shareholders ' meeting the appointment of the liquidator, when the dissolution and liquidation has been voluntarily agreed upon by that body and subject to the procedure laid down in Article 154 of this Law.

Stock houses should make the Secretariat's knowledge the appointment of the liquidator, within five working days of his appointment.

The Secretariat may oppose the appointment of the person to be appointed by the Secretariat. the charge of liquidator, where he considers that he does not have sufficient technical quality, good repute and satisfactory credit history for the performance of his duties, does not meet the requirements for the established effect or has committed infractions serious or repeated to this Law or to the provisions of a general which results from it.

II. The appointment of the liquidator may be placed in credit institutions, in houses on the stock exchange, in the agency Service of Administration and Disposal of Goods, or in natural or moral persons with experience in the liquidation of financial institutions.

When the appointment of the liquidator falls to natural persons, it shall be noted that such persons comply with the requirements referred to in the first paragraph of Article 128 and fractions I and III of this Law, without the provisions of Article 124 (VI) of the same order being applicable, and must also be registered in the Registration of the Federal Institute of Concourse Specialists Commercial, or to have the certification of a union association recognized as a self-regulatory body by the Commission.

Dealing with moral people in general, the natural persons designated for perform the activities related to this function, they shall comply with the requirements referred to in the previous two paragraphs.

The Service of Administration and Disposal of Goods may exercise the order of liquidator with his or her staff or through proxies which for that purpose he designates. The proxy may be done in favour of credit institutions, of stock houses or of natural persons who meet the requirements of this fraction.

Institutions or persons having an opposite interest to that of the exchange house, must refrain from accepting the charge of liquidator by stating such a circumstance.

III. The Secretariat shall carry out the designation of the liquidator, when the dissolution and the settlement of the relevant stock market, is the consequence of the revocation of its authorisation in accordance with the provisions of Article 153 of this Law.

The Secretariat may appoint liquidator to any of the persons referred to in the The above fraction, provided that the requirements laid down in the said fraction are observed.

At the event that the liquidator appointed by the Secretariat is justified by reason step down, the latter must designate the person to replace him within the 15 calendar days following the date on which the resignation takes effect.

In cases where this fraction is concerned, the responsibility of the Secretariat is limit to the designation of the liquidator, and therefore the acts and results of the liquidator's performance shall be the sole responsibility of the liquidator.

IV. In the performance of its function, the liquidator must:

a) Elaborate an opinion regarding the overall situation of the bag house. In the event that the opinion is given that the house is located in the grounds of a commercial contest, the judge must ask the judge to declare the commercial contest in accordance with the provisions of the Law on the Commercial Concourses, informing them of this. to the Secretariat.

b) Submit to the Secretariat for approval, the procedures to perform the the delivery or transfer of the securities or cash of its customers derived from third-party trading house transactions, as well as the estimated dates for its application.

(c) Without prejudice to the provisions of subparagraph (b) above, implement and adopt a plan (a) the term of office of the Member State of the European Parliament and of the Council of the European Parliament and of the Council of the European Parliament and of the Council of the European Parliament. the market in securities no later than the year following the date on which the has protested and accepted his appointment.

d) Charge what is due to the bag house and pay what it should.

For the purposes of the above, the liquidator must first separate and perform the the delivery or transfer of the securities or cash of its clients arising from the trading of the stock exchange on behalf of third parties, as referred to in point (b) of this section.

In case the securities or cash of the clients of the exchange house, derivatives of transactions on behalf of third parties are not sufficient for the fulfilment of their obligations, in order to protect the interests of the clients of the exchange houses, the liquidator must allocate the assets available to the house of exchange for account preferentially to the payment of transactions under the law made with its customers, in compliance with its object, including the payment of transactions made by the intermediary on behalf of third parties. The foregoing, provided that those securities, cash or assets, are not affected by other commitments or are not infringed on the rights of third parties.

If the assets are not sufficient to cover the liabilities of the company, the liquidator must apply for the trade contest.

e) Convening the general assembly of shareholders, at the conclusion of their management, for submit a complete report to the settlement process. This report shall contain the final balance sheet of the settlement.

In the event that the settlement does not conclude within the following twelve months, from the date on which the liquidator has accepted and protested his position, the liquidator must convene the shareholders ' meeting in order to present a report on the state of the settlement of the settlement. The reasons for this have not been possible. The report shall contain the financial statement of the company and must be at all times available to the shareholders. Without prejudice to the provisions of the following paragraph, the liquidator shall convene the shareholders ' meeting in the terms described above, for each year that the settlement lasts, in order to present the report.

When the liquidator is summoned to the assembly, the assembly does not meet with the quorum necessary, it must publish in two newspapers of the most circulation in national territory, a notice addressed to the shareholders indicating that the reports are at their disposal, indicating the place and time in which they can be consulted.

f) Promote to the judicial authority the approval of the final settlement balance, in cases in which it is not possible to obtain the approval of the shareholders to that balance sheet in terms of the General Law of Companies, because that assembly, however, has not been convened, does not meet the necessary quorum, or balance is objected by the assembly in an unfounded way to judgment of the liquidator. The foregoing is without prejudice to the legal actions that correspond to the shareholders in terms of the laws.

g) Making the knowledge of the competent judge that there is physical and material impossibility carry out the legal settlement of the company so that it orders the cancellation of its registration in the Public Registry of Commerce, which will take its effects from one hundred and eighty calendar days from the judicial order.

The liquidator must publish in two newspapers of greater circulation in the national territory, a notice addressed to shareholders and creditors on the request to the competent judge.

Interested parties may object to this cancellation within sixty days natural following the notice, before the judicial authority itself.

h) Exercise legal action to determine responsibilities (a) economic activity which, where appropriate, exists and disregards responsibilities which in law and other provisions are applicable.

i) Refrain from buying for yourself or for another, the property of the bag house in settlement, without express consent of the assembly.

Dealing with procedures for the liquidation of stock houses, in which the Service of Administration and Property, the Government, is performed as liquidator. Federal may assign resources to that decentralized agency of the Federal Public Administration, for the sole purpose of making the expenses associated with publications and other formalities relating to such procedures, when it is noted that They may not be faced with the assets of the stock market in the case of a lack of liquidity, in which case it shall be constituted as a creditor of the latter.

Article 157.- The Commission shall exercise oversight functions only in respect of compliance with the procedures referred to in point (b) of the Section IV of Article 156 of this Law. The foregoing, without prejudice to the powers conferred in this order in respect of the offences referred to in Chapter II of Title XIV of this Law.

Article 158.- The market competition of the exchange houses shall be governed by the provisions of the Law on Mercantile Concourses, with the following exceptions:

I. The Secretariat shall request the declaration of the commercial contest of a house If there are elements that can update the assumptions for the declaration of the market competition.

II. Declared the commercial contest, the Secretariat, in defense of the interests of the creditors, may request that the procedure be initiated at the stage of bankruptcy, or the early termination of the conciliation stage, in which case the judge shall declare bankruptcy.

III. The role of conciliator or receiver will correspond to the person who for that purpose appoint the Secretariat within a maximum of 10 working days. Such appointment may be made by credit institutions, in moral or physical persons who comply with the requirements set out in section II of this Law, or in the Service of Administration and Disposal of Goods, which may be exercise it with their personnel or through proxies that for this purpose they designate, who shall comply with the requirements referred to in Article 156 of this Law.

IV. Declared the merchant contest, who is in charge of the administration of the The exchange house shall submit for approval by the judge the procedures to perform the delivery or transfer of the securities or cash of its clients, derivatives of transactions of the house of exchange for account of third parties, as well as the dates for its application. The judge, prior to his approval, shall hear the opinion of the Secretariat.

V. The Commission shall exercise oversight functions only in respect of the compliance with the procedures mentioned in the previous fraction.

If the Commission detects any non-compliance, it must do so judge.

Dealing with procedures for the commercial competition of stock houses, in which the Service of Administration and the Disposal of Goods, the Government, is carried out, the Government Federal may assign resources to that decentralized agency of the Federal Public Administration, for the sole purpose of making the expenses associated with publications and other formalities relating to such procedures, when it is noted that They may not be faced with the assets of the houses of the insolvency proceedings, in which case it shall be constituted as the creditor of the latter.

Section V

From the offices of representation and subsidiaries of foreign exchange houses

Section A

From representation offices

Article 159.- The Commission may, after agreement of its Governing Board, authorize the establishment in the national territory of representative offices of Foreign exchange houses.

Such representative offices may not engage in trading activities with securities, either on their own account or on behalf of others. The activities carried out by the representative offices shall be subject to the general provisions issued by the Secretariat.

The Commission may, after agreement of its Governing Board, declare the revocation of the corresponding authorizations when the said offices do not conform to the provisions referred to in this Article, without prejudice to the application of the penalties provided for in this Law and in other legal systems.

Representation offices shall be subject to the inspection and surveillance of the Commission.

Section B

Of the subsidiaries

Article 160.- The subsidiaries, in order to organize and operate as such, will require authorization to be granted by the Commission, after agreement of its Governing Board. By their nature, these authorisations shall be non-communicable.

The authorizations that will be granted to the subsidiaries, as well as their modifications, will be published in the Official Journal of the Federation at the expense of the interested party.

Article 161.- Subsidiaries shall be governed by the provisions of the relevant international treaties or agreements; in this paragraph; contained in this Law applicable to the exchange houses, and in the general provisions for the establishment of subsidiaries that the Secretariat will issue to the effect.

The Secretariat shall be empowered to interpret for administrative purposes the provisions on financial services that are included in the treaties or agreements international referred to in the preceding paragraph, as well as to provide for its observance.

Article 162.- The financial authorities, within the scope of their respective powers, shall ensure that the commitments of national treatment are met. the case is assumed by the United Mexican States, in the terms established in the applicable international agreement or treaty.

Subsidiaries will be able to perform the same operations as the exchange houses, unless the applicable international agreement or agreement establishes any restrictions.

Article 163.- Financial institutions outside, to invest in the social capital of a subsidiary, must perform in the country in which they are incorporated, directly or indirectly, in accordance with applicable law, the same type of operations as the subsidiary in question is entitled to perform in the United Mexican States in accordance with the provisions of this Law and the provisions of a general nature referred to in Article 161 of this Regulation legal order.

Except as provided in the preceding paragraph to subsidiaries in the capital of which a subsidiary controlling company is involved in accordance with the Law for Regular Financial groupings and the provisions referred to in that paragraph.

Article 164.- The application for authorization to organize and operate as a subsidiary shall comply with the requirements laid down in this Law and in the provisions of a general nature referred to in Article 161 thereof.

Article 165.- The social capital of the subsidiaries will be made up of shares in the "F" series that will represent at least fifty-one percent of the said series. capital. The remaining forty-nine per cent of the share capital may be integrated either indistinct or jointly by series 'F' and '

'.

The shares in the "F" series may only be acquired by a subsidiary controlling company or, directly or indirectly, by an external financial institution, except in the case referred to in the last paragraph of Article 163 of this Law, in the case of shares representing the share capital of subsidiaries.

The shares of the "F" and "B" series of the subsidiaries will be governed by the provisions of this Law for the shares in the "O" series of the exchange houses. The external financial institutions or subsidiary controlling companies which own the series 'F' shares of a subsidiary shall not be subject to the provisions of Article 119 of this Law in respect of their holding of series B shares.

In any case, as regards foreign governments, the provisions of Article 120 of this Law shall apply.

Article 166.- The series "F" shares representing the share capital of a subsidiary may only be issued with the authorization of the Commission, Agreement of its Governing Board.

Except in the case where the acquirer is a foreign financial institution, a subsidiary controlling company or a subsidiary, in order to carry out the disposal to amend the social statutes of the subsidiary whose shares are the subject of the transaction. In the case of subsidiaries, this Chapter must be complied with.

Where the acquirer is an external financial institution, a subsidiary controlling company or a subsidiary, the provisions of part I and last shall be observed paragraph of Article 167 of this Law.

Article 167.- The Commission, after agreement of its Governing Board, may authorize the financial institutions from abroad, the controlling companies subsidiaries or subsidiaries, the acquisition of shares representative of the share capital of a stock exchange, provided that the following requirements are met:

I. The external financial institution, the subsidiary controlling company or the a subsidiary, as the case may be, must acquire shares representing at least fifty-one percent of the share capital, in which case the provisions of Article 119 of this Law shall not apply.

II. The social statutes of the stock exchange whose shares are the subject of Disposal is modified, in order to comply with the provisions of this paragraph.

In the event that the acquirer is a subsidiary, the stock exchange house must be merged with that subsidiary.

In all matters relating to foreign governments, the provisions of Article 117 of this Law will apply.

Article 168.- The board of directors of the subsidiaries will be composed of a maximum of fifteen directors, of which at least twenty-five percent must be independent in accordance with Article 125 of this Law. For each of the owner's members, their alternate member shall be appointed, on the understanding that the alternate members of the independent directors shall have this same character.

The appointment of board members should be made in a special assembly for each series of actions. The assemblies which meet for this purpose, as well as those which have the purpose of designating Commissioners for each series of actions, shall be applicable, as appropriate, to the provisions for the ordinary general assemblies provided for in the General Law of Companies.

The "F" series shareholder representing at least fifty-one percent of the share capital will designate half as one of the directors and per ten percent. (a) a percentage of shares in this series that exceeds that percentage, will have the right to appoint one more counsellor. The shareholders in the "B" series will appoint the remaining councillors. The appointment of the minority members may be revoked only if that of all the other members of the same series is revoked, in which case they shall not be designated as such during the 12 months immediately following the date of revocation.

Independent directors shall be appointed in a proportional manner as referred to in the preceding paragraphs.

In the case of subsidiaries in which at least ninety-nine percent of the securities representing the share capital are owned, directly or indirectly, of a financial institution outside or a subsidiary controlling company, the number of members may be freely determined.

The majority of the directors and the general manager of the subsidiaries must reside in the national territory, in accordance with the provisions of the Fiscal Code of the Federation.

Article 169.- The watchdog of the subsidiaries will be composed of at least one commissioner appointed by the shareholders of the "F" series and by a commissioner. appointed by those of the "B" series where such actions exist, as well as their respective alternates.

Article 170.- The Commission, in respect of the subsidiaries, shall have all the powers conferred upon it by this Law in relation to the exchange houses. Where the supervisory authorities of the country of origin of the external financial institution, which owns shares representing the social capital of a subsidiary or a subsidiary controlling company, as the case may be, wish to make visits (a) the Commission, in accordance with Article 358 of this Law, must apply to the said Commission.

Chapter II

The operation, activities, and services of the bag houses

Article 171.- Exchange houses may perform the activities and provide the following services, in accordance with the provisions of this Law and other provisions the general nature of the effect issued by the Commission:

I. Placing values through public offerings, as well as providing their services in public takeover bids. They will also be able to perform over-allocation and stabilization operations with the values that are the object of the placement.

II. Celebrate buying, selling, reporting, and lending operations, for account or third parties, as well as international and international arbitration operations.

III. Fungir as market trainers regarding values.

IV. Conceding loans or loans for the acquisition of securities with collateral these.

V. Assume the character of creditor and debtor to central securities counterparties, as well how to assume solidarity obligations in respect of securities transactions performed by other securities market intermediaries, for the purposes of their clearing and settlement to such central counterparties, of which they are partners.

VI. Perform transactions with derivative financial instruments, on their own account or third parties.

VII. Promote or market values.

VIII. Perform the necessary acts to obtain market recognition and listing of securities in the international system of contributions.

IX. Manage securities portfolios by making investment decisions on behalf and by third-party account.

X. Preserve financial or investment advisory service on securities, analytics, and issue of investment recommendations.

XI. Receive deposits in administration or custody, or in warranty on behalf of third parties, securities and general business documents.

XII. Fungir as administrator and executor of stock items.

XIII. Assume the common representative character for security holders.

XIV. Act as Trustees.

XV. Offering other intermediaries the necessary external service provider for the proper operation of the own stock house or of such intermediaries.

XVI. Operate with foreign currency and metals.

XVII. Receive resources from your clients by way of operations with values or derivative financial instruments entrusted to them.

XVIII. Receive loans and credits from credit institutions or support agencies Securities market, for the performance of the activities that are of their own.

XIX. Issue subordinated obligations for mandatory conversion to representative titles of their share capital, in accordance with the provisions of Article 64 of the Law on Credit Institutions, as well as optional securities and stock certificates, for the performance of their own activities.

XX. Investing your paid capital and capital reserves in accordance with this Law.

XXI. Fungir as liquidators for other bourses.

XXII. Act as the distribution of investment company shares.

XXIII. Celebrate operations in foreign markets, on its own or third parties, in the latter case, under the terms of trusts, mandates or commissions, provided that they are exclusively carried out on behalf of clients who can participate in the international system of contributions. The above, without prejudice to the intermediation services that they provide in respect of securities listed in the international system of stock exchanges.

XXIV. Offering mediation, warehousing, and administration services representative of the social capital of moral persons, not registered in the Register, without in any case being able to participate on behalf of third parties in the conduct of the operations.

XXV. The analogous, related or complementary of the above, that are authorized to you by the Secretariat, by means of general provisions.

The provisions issued by the Commission under this Article may not relate to those activities and services the regulation of which is conferred by this or other laws to the Secretariat or the Bank of Mexico.

Section I

Capital requirements and diversification

Article 172.- The Commission, after agreement of its Governing Board, shall determine by general provisions the amount of the minimum social capital of the exchange houses based on the activities they perform and services they provide.

Article 173.- Exchange houses must maintain at all times a net capital that may be expressed by an index and may not be less than the amount that it is necessary to add to the capital requirements laid down by the Commission in terms of the general provisions which it issues with the approval of its Governing Board. To this effect, the capital requirements shall be related to the market, credit, operational and other risks in which the exchange houses incur their operation.

Net capital shall be determined in accordance with the provisions of the Commission itself in those provisions and shall consist of several parts, including a The basic principle, which in turn, will be at least two tranches, of which one will be called fundamental capital. Basic capital and principal capital in the light of market, credit, operational and other risks incurred in its operation shall not be less than the minimum specified by the Commission in the provisions to which it relates the first paragraph of this article.

The capital requirements set out by the Commission will be aimed at safeguarding the financial stability and solvency of stock exchange houses, as well as protecting the interests of the investing public.

Net capital shall be made up of capital injections, retained earnings and capital reserves, without prejudice to the possibility of the Commission including or subtract from that net capital other assets, subject to the terms and conditions laid down by that Commission in those provisions of a general nature.

By exercising the powers and issuing the general provisions referred to in this Article, the Commission shall take account of stock market uses. (a) international capital market capitalisation, at the same time as it shall determine the classifications of assets, contingent liability transactions and other transactions, determining the appropriate treatment; to the various groups of assets and transactions resulting from the said assets classifications.

Regardless of the capitalization index referred to in this article, the exchange houses shall maintain capital supplements above the required minimum for such a capitalisation index, to be determined by the Commission in those provisions of a general nature. In order to determine these supplements, the Commission may take into account various factors such as the need for a capital margin to operate above the minimum, the economic cycle and the risks that the characteristics of each household stock or its operations could represent for the stability of the financial system or the economy as a whole.

In the event of non-compliance with the capital supplements referred to in the preceding paragraph, the Commission may apply the corrective measures corresponding to the refer to Articles 135 and 136 of this Law.

The Commission, in the provisions referred to in this Article, shall establish the procedure for the calculation of the capitalisation index. This calculation shall be made on the basis of the recognition made to the various components of net capital in accordance with the provisions of general character referred to in this Article, as well as on the basis of the the requirements set out in the first paragraph of this Article and in capital supplements, applicable to stock exchange houses, as well as the information that may be made available to the public in respect of each stock exchange.

When the Commission, on the basis of its supervisory function, requires as a corrective measure to the stock exchange to make adjustments to the accounting records relating to its active, passive and capital transactions which, in turn, may result in changes to their capitalisation index or capital supplements, the Commission shall carry out the necessary actions for the calculation of such a measure. index or supplements in accordance with the provisions of this Article and in the applicable provisions, in which case you must first listen to the affected bag house, and resolve within a period not longer than three working days.

In the event that the corrective measure referred to in the preceding paragraph causes the exchange house to record a capitalization index or its components or capital supplements at levels lower than those required in accordance with the general provisions referred to in this Article, the latter shall be agreed by the Board of Governors of the Commission, taking into account the elements provided by the the bag house in question.

The calculation of the capitalization index or its components or capital supplements that, in terms of this Article, result from the adjustments required by the Commission will be the one used for all the legal effects conducive.

Article 173 Bis.- Exchange houses shall assess, at least once a year, whether the capital they account for would be sufficient to cover possible losses. arising from the risks in which these exchange houses may be incurred in different scenarios, including those in which adverse economic conditions prevail, in accordance with the general provisions which for that purpose determines the Commission.

The results of the assessments carried out by the exchange houses must be presented within the time limits, form and with the information that, to the effect, determine their own Commission by means of the general provisions cited above.

Also, stock exchange houses whose capital is not sufficient to cover the losses that the exchange house makes to estimate in the assessments referred to in the present They shall accompany these results, an action plan with the capital projections which, if appropriate, would enable them to cover the expected losses. Such a plan shall comply with the requirements laid down by the Commission in the general provisions referred to above.

Article 174.- The Commission may, after agreement of its Governing Board, determine by general provisions the maximum percentages of operation of a stock exchange with respect to the same person, entity or group of persons who, in accordance with the same provisions, are to be considered for such purposes as a single customer.

Article 175.- The general provisions referred to in Article 174 of this Law shall provide for security conditions for operations and adequate provision of the intermediation service, as well as to avoid the establishment of dependency relationships for the exchange houses.

Section II

Of the rules of operation

Article 176.- Exchange houses that intend to receive loans or loans for the realization of their own activities; to grant loans or loans for the acquisition of securities; to hold securities and loans on securities; to conduct transactions with derivative financial instruments; to operate with foreign exchange or metals, or to act as a trustee under this Law; implementation of these activities to the general provisions which The Bank of Mexico will have the effect.

Exchange houses will be prohibited from granting loans or loans with a guarantee of:

I. Subordinated obligations under credit institutions, exchange houses or companies controlling financial groups.

II. Rights on trusts, mandates or commissions which, in turn, have as their object the liabilities mentioned in the previous fraction.

III. Shares representing the social capital of credit institutions, houses of financial group controlling stock or companies, owned by any person holding five per cent or more of the share capital of the credit institution, stock house or controlling company in question.

Dealing with actions other than those mentioned in the previous paragraph, representative of the share capital of credit institutions, exchange houses, controlling companies or of any financial institution, the exchange houses shall give notice of 30 calendar days in advance to the Commission.

Article 177.- Exchange houses that participate in securities placements or provide common representation services shall have mechanisms and procedures for the effective control, confidentiality and security of the information generated as a result of their performance.

Exchange houses acting as market trainers shall be in accordance with the terms and conditions of operation to be established in the markets in which they participate.

Article 177 Bis.- Bag houses that participate in securities placements will be obligated to:

I.        Ensure that the prospectus for placement, prospectus or information supplement, securities representative of the securities, and other documents forming part of the structure or dissemination of the placement comply with the legal provisions applicable, taking into account the particularities of the offer in question, including the provision of disclosure obligations;

II.       Act in compliance with the Law, the general provisions of the Law, and the contracts that for the provision of its services conclude with the broadcasters; and

III.     Perform the evaluation of the broadcaster that intends to carry out the offer, using generally recognized and accepted methods for such effects.

Exchange houses will be liable for damages caused by non-compliance with the provisions of this article.

Article 178.- Exchange houses, when placing or distributing securities that are the subject of a public offering, shall be subject to the ceilings set by the Commission by means of general provisions, which will consider the proper distribution of securities to the public investor as well as the existence of potential conflicts of interest. Also, the exchange houses shall keep a record in which they record the applications or orders they receive for the subscription, disposal or acquisition of such securities, as well as the allowances they make in accordance with the provisions of the which refers to this article.

Article 179.- Exchange houses may not operate outside the stock exchanges the securities listed in these securities, unless authorized by the Commission, prior to The Board of Government, of course, in which it may additionally determine the operations which, without being concerted on the stock market, can be considered as being carried out in the latter. Transactions with securities listed in stock exchanges that hold the exchange houses on foreign markets are exempted from the requirement of prior authorisation.

The exercise of the power of the Commission referred to in the preceding paragraph shall be subject to the conduct of the respective operations on the stock exchange and disclosed to the public, in accordance with the general provisions issued by the Commission, after agreement of its Governing Board.

The Commission may set out in these provisions the securities which may be operated out of stock without the need for authorisation, provided that such transactions are not The institution shall be informed of the deposit of securities in which the securities are deposited.

This article will not apply to the transfer of securities requested by clients to the exchange houses, provided the latter have not participated in the operation that they are of source.

Article 180.- Exchange houses that receive instructions from third parties regarding securities transactions must have an automated system for the receiving, recording, ordering, and assigning operations.

The automated systems of the exchange houses that, in addition to the service referred to in the previous paragraph, carry out the concertation of the operations They shall incorporate mechanisms to transmit such orders to trading systems in which they operate.

The systems referred to in this Article shall meet the minimum requirements laid down by the Commission by means of general provisions.

Article 181.- The receipt and transmission of orders and the allocation of operations in global accounts managed by stock exchange houses, shall be in accordance with the provisions of a general nature issued by the Commission.

For this purpose, a global account shall be taken to mean that managed by stock exchange houses, foreign financial institutions, credit institutions or operating companies. investment companies, where the transactions of several clients are recorded following their instructions individually and anonymously in front of a stock exchange with which they subscribe to a securities brokerage contract.

Article 182.- Exchange houses shall hold securities that they acquire on their own account or from third parties in an institution for the deposit of values or institutions which the Commission points out in the case of securities which by their nature cannot be deposited in the former. Such a deposit shall be made directly or through another securities market intermediary which, under its authorised regime, can maintain securities held in the said institutions.

Article 183.- Exchange houses may act as trustees in businesses linked to their own activities and may receive any kind of assets, rights, cash or securities related to operations or services that they are authorized to perform. In addition, goods, rights or securities other than those mentioned above may be affected exclusively in cases where the Secretariat so permits, by means of general provisions.

Article 184.- Exchange houses prior to the conduct of fiduciary activities shall establish the necessary measures to prevent conflicts of interest that may arise in the provision of fiduciary services and those that they provide to their clients, as well as to avoid practices that affect a healthy operation or to the detriment of the interests of the persons to whom they are granted services.

In addition, the exchange houses, in their capacity as fiduciaries, must be adjusted, as appropriate, to the provisions of the General Law of Titles and Operations of Credit and shall perform their duties and exercise their powers by means of fiduciary delegates. The aforementioned fiduciary delegates shall satisfy the requirements of technical quality, good repute and satisfactory credit history, in terms of the provisions of Article 193 of this Law.

Article 185.- Exchange houses that act as fiduciary institutions, will respond civilly to the damages caused by the lack of compliance under the terms or conditions outlined in the trust.

The formation of a technical committee, the rules for its functioning and the powers of the trustee may be foreseen in the act establishing the trust or in its reforms. Where such exchange houses are in accordance with the opinions or agreements of this committee, they shall be free from any liability, provided that the execution or fulfilment of such opinions or agreements is in accordance with the aims laid down in the trust contract and comply with applicable legal provisions.

The staff who are directly or exclusively used by the exchange houses for the purpose of carrying out trusts may not be part of the staff of the exchange house, the case of which shall be deemed to be the service of the estate given in trust. However, the rights to which such persons are entitled under the law shall be exercised against those persons ' houses of exchange, which, where appropriate, in order to comply with the decisions which the competent authority dictates, shall, as far as it is necessary, the assets, rights, cash or securities of the trust.

In the absence of a procedure expressly agreed by the parties to the act establishing the trusts which are intended to ensure compliance with the obligations, the procedures laid down in Title Third Bis of the Trade Code shall apply, at the request of the trustee.

Article 186.- Exchange houses that act with the character of fiduciaries will be prohibited:

I. Use assets, rights, cash or securities in trust, when have the discretion in the handling of such assets, for the conduct of operations under which they are or may result in debtors or beneficiaries:

a) The members of the board of directors, the director-general or managers who occupy the immediate level below the level, or their equivalents, as well as the external commissioners or auditors of the stock exchange.

b) Trust delegates or members of the trust's technical committee respective.

c) Ancestors or descendants in the first degree or spouse, concubine, or concubinaire of the persons referred to in points (a) and (b) above.

d) Companies in whose capital the majority of the persons referred to are (a) to (c) above or the same house of stock.

II. Celebrate self-employed transactions, except those authorized by the Bank of Mexico by means of general provisions, where they do not involve conflict of interest.

III. Reply to the trustees or trustees of non-compliance with the debtors for the goods, rights or securities to be acquired, except for their fault in accordance with the provisions of the final part of Article 391 of the General Law of Titles and Credit Operations, or to ensure the collection of income from the funds whose investment is entrusted to them.

If at the end of the trust, the goods, rights or securities have not been paid for debtors, the trustee shall transfer them, together with the cash, property and other rights or securities that constitute the trust, to the trustee or trustee, as the case may be, by refraining from covering their amount.

In the trust contracts will be inserted in obvious way the previewed in this and a statement by the trustee that she made her content known to the people of whom she has received the goods for her fiduciary involvement.

IV. Act as Trustees in trusts through which they are captured, direct or indirectly, resources of the public through any act causing direct or contingent liabilities, except in the case of trusts constituted by the Federal Government through the Secretariat and those through which securities are issued which are entered in the Register in accordance with the provisions of this Law, including the issuance of certificates of ordinary participation, as an exception to the provisions of Article 228-B of the General Law on Credit Titles and Operations, as well as stock certificates.

V.          Act in trusts through which limitations or prohibitions contained in the financial laws are avoided or operations reserved for the other financial institutions belonging to the Mexican financial system.

VI. Celebrate trusts in which sums of money will be administered periodically integrated consumer groups through marketing systems intended for the purchase of certain goods or services, including those provided for in the Federal Consumer Protection Act.

VII. Manage rustic estates.

In the case of trust operations that the Federal Government constitutes or which is, for the purposes of this Article, to declare in the public interest through the The term laid down in Article 394 of the General Law on Credit Titles and Operations shall not apply to the Secretariat.

Any covenant that contravene the provisions of this article will be null and void.

Article 187.- Exchange houses acting as a trustee, when required to not be held accountable within a period of 15 working days, or where they are declared by executed judgment, guilty of the loss or impairment of the assets given in trust or liable for such losses or impairment of gross negligence, shall proceed with their removal as a trustee.

The actions to ask for accounts, to demand the responsibility of the aforementioned exchange houses and to ask for removal, will correspond to the trustee or his legal representatives, and in the absence of these to the public ministry, without prejudice to the power of the person to reserve in the act establishing the trust or in the modifications of the trust, the right to exercise this action.

In case of resignation or removal, the provisions of Article 385 of the General Law on Credit Titles and Operations will be provided.

Section III

From sales practices

Article 188.- Exchange houses, in the handling of their clients ' accounts, must act professionally and be prohibited:

I. Celebrate operations with values whose quote is suspended.

II. Guarantee, directly or indirectly, yields; assume the obligation of return the main fate of the resources that have been given to them for the holding of securities transactions, except in the case of reporting or securities lending; taking responsibility for any losses that may be incurred by its clients, such as the consequences of such operations, or in any form assume the risk of variations in the price or rate differential in favor of your customers.

III.        Act against the interest of your clients.

IV.         Provide recommendations in advisory services without complying with this Law or general provisions that result from it.

Article 189.- Exchange houses shall be responsible for the existence, authenticity and integrity of the securities they place through public offerings, as well as those who deposit in institutions for the deposit of securities or in institutions that the Commission points out in respect of securities which by their nature cannot be deposited in the former.

Also, the exchange houses will be obliged to excuse themselves from giving compliance, without cause of responsibility, to the instructions of their clients that contravene this Law and other provisions emanating from it, as well as the rules applicable to the trading system through which they carry out the operations.

Exchange houses by providing advised services shall issue recommendations and conduct reasonable operations. For the determination of the reasonableness of the recommendations or operations, there shall be consistency between:

I.        The client or account profile;

II.       The financial product and its adequacy with the customer or account profile, and

III.     The policy for the diversification of the investment portfolio which, for this purpose, establishes the own stock exchange, in terms of the general provisions issued by the Commission.

Operations that are performed without saving the congruence that this article refers to will not be able to come from the advisory of the exchange house and will only be able to be executed prior to the instruction of the client, retaining the said entities as an integral part of the file of the client concerned. The exchange houses will be liable for damages and damages caused to the customer for the non-compliance with the provisions of this paragraph.

In no case should it be understood that the advice in the terms of this article guarantees the outcome or success of the investments or their returns.

Customers will respond in front of the exchange house for damages caused to them, when they order, authorize or consent to acts or transactions knowing that they are prohibited by law, that they contravene the provisions of the contract concluded with the house or when they do not actually deliver the amount of the investments. The representatives of the public who intervene in the acts or operations of reference by the house of the exchange, will be responsible in solidarity with the client in front of the house of exchange, when they have had knowledge of such irregularities.

Article 190.- Exchange houses when they provide services to their clients, shall determine the profiles of each of them or their accounts, assigning a risk tolerance level to each case, as appropriate.

The Commission by means of general provisions will determine the elements to be taken into account by the exchange houses in order to establish policies and guidelines in the integration of the profile of their customers or the accounts that they take, considering at least the assessment of the financial situation, the knowledge and experience of the client, as well as the investment objectives.

Additionally, in the provisions referred to in this article, the Commission will establish the minimum elements to be considered by the exchange houses in their policies. and guidelines for the purpose of performing an analysis of the financial product and determining its profile, including its risk and complexity.

Article 190 Bis.- Exchange houses must have a committee responsible for the analysis of financial products whose integration and functions will be subject to provisions of a general nature for such purposes to be issued by the Commission.

In these general provisions, the functions of the committee responsible for the analysis of financial products, which will be required, must be included. to perform at least the following:

I.        To elaborate the policies and guidelines to which the house will be subject in the provision of services advised and not advised, including those related to preventing the existence of conflicts of interest. Such policies shall be subject to the approval of the Management Board.

II.       Approve the type of investment profile for which or which it is reasonable to invest in a particular financial product, in accordance with the characteristics of the financial product.

III.     To determine guidelines and limits for the composition of investment portfolios, taking into account the characteristics of the client's securities and investment profiles.

IV.      To authorise the offering to the market or the acquisition under the support of services advised of new financial products, considering the information available on the market or the particular risks of the same, in accordance with the criteria established for this purpose, except in the case of Securities issued by the United Mexican States or the Bank of Mexico.

V.        Give periodic follow-up to the performance of the financial products that the committee itself determines.

In no case shall the members of the committee responsible for the analysis of financial products act or perform their duties on matters in which they have conflicts. of interest.

Article 190 Bis 1.- Exchange houses shall have the internal control mechanisms for compliance with this Law and the provisions of the (a) the general nature of the services provided by the Commission in respect of the services provided and the non-advised services.

The board of directors of the exchange houses must designate a person responsible for monitoring compliance with the provisions of the services provided and not advised, who shall have at least the following functions:

I.        To verify compliance with the provisions regarding the clients ' profile, financial products as well as the adequacy of the evaluation and analysis of the reasonableness of the recommendations or operations.

II.       Monitor adherence to policies and guidelines established by the product analysis committee and the board of directors, if any.

III.     Verify the existence of adequate internal control mechanisms and infrastructure for the provision of advised and non-advised services.

IV.      Evaluate compliance with policies and guidelines to avoid conflicts of interest.

V.        To evaluate and permanently review the conduct of persons who provide advised and non-advised investment services, both in their own account operations, and their clients, in accordance with the mechanisms that approve the board of directors.

Article 191.- Exchange houses shall provide their clients with information regarding the financial products they offer, activities and services (a) to provide, as well as the fees charged, to have guidelines for the dissemination of such information. The Commission may issue general provisions laying down both the minimum elements for the dissemination of this information and the determination of the concepts and criteria for charging fees.

In addition, the exchange houses must include in the statements of account the result of the calculation of the performance of their clients ' investment portfolios. Such calculations shall be carried out in accordance with the general provisions laid down by the Commission.

Section IV

Investor protection

Article 192.- Exchange houses may not in any case give news or information about the operations they perform or services they provide, but to the holders, (a) principal, principal, trustee, trustees, beneficiaries, legal representatives of the former or those who have been granted power to have the account or to intervene in the operation or service, except where they are requested, judicial authority under providence given in judgment in which the the holder is a party or defendant and the federal tax authorities, through the Commission, for tax purposes.

Employees and officials of the exchange houses, in the terms of the applicable provisions, for violation of the secrecy that is established and the exchange houses, will be required in case of disclosure of the secret, to repair the damages caused.

As provided for in this article, it does not affect in any way the obligation of the exchange houses to provide the Commission with all kinds of information and documents. which, in the exercise of their supervisory functions, requests them in connection with the operations they hold and the services they provide, or in order to take into account requests from external financial authorities, in accordance with the provisions of the Article 358 of this legal order.

Article 193.- Exchange houses that receive instructions from third parties, conduct stock exchange operations or provide fiduciary services, shall use the services of natural persons to operate on a stock exchange, to conduct business with the public of advice, promotion, purchase and sale of securities or to act as fiduciary delegates, as the case may be, authorised by the Commission, provided it is accredited which have technical quality, good repute and history Satisfactory credit. In any case, the corresponding powers shall be granted.

This authorization will be given to natural persons who are accredited with technical quality, good repute and satisfactory credit history. The Commission has recognised the Commission as a self-regulatory body. In the case of stock market operators, they must also comply with the requirements laid down in the relevant securities exchange rules. The above, in accordance with the general provisions which the Commission itself will issue.

In no case shall the natural persons who have the authorization referred to in this Article, simultaneously offer their services to more than one financial institution, unless they are part of the same financial group or act as the distribution of investment company shares.

Article 194.- Exchange houses, when under any circumstances they are unable to apply the resources to the corresponding end on the same day as their receipt, shall, if (a) persists for its application, deposit them with a credit institution at the latest on the following working day or acquire shares representing the share capital of an investment company in debt instruments, depositing them in the the respective customer's account, or, invest them in short term on government securities. In both cases, the funds shall be recorded in a different account than those that are part of the asset of the stock exchange.

Article 195.- Exchange houses that receive instructions from third parties for the conduct of securities transactions and, under the terms of the Articles 219 and 220 of this Law, to channel such instructions for execution and liquidation through another house, must transfer to the latter the money resources which, if any, the third parties give to them, the same day of their receipt.

Article 196.- Exchange houses may not have the resources received from a customer or their securities for purposes other than those ordered or contracted by this.

Article 197.- Exchange houses may not hold operations in which conditions and terms are significantly removed from healthy uses and Market practices.

Article 198.- Exchange houses will respond to their clients from the acts performed by their directors, managers, proxies and employees in compliance with the law. of their duties, without prejudice to the civil or criminal liability in which they personally incur.

Section V

From hiring

Article 199.- The operations that the exchange houses celebrate with their investment customers and on their behalf will be governed by the forecasts contained in the securities trading contracts which they conclude in writing, unless, as a result of the provisions of this or other laws, a different form of procurement is established.

By means of the brokerage contract, the client will confer a mandate so that, on its own, the exchange house will carry out the operations authorized by the company Law, in the name of the same house, except that, by the very nature of the operation, it must be agreed in the name and representation of the client, without in both cases it is necessary for the corresponding power to be granted in public deed.

Item 200.- As a result of the stock broker contract:

I. The bag house in the performance of your order will act according to the instructions from the customer who receives the proxy to conduct business with the public designated by the own house, or the one who in his/her temporary absence is designated by the same household. Any definitive replacement of the designated proxy to handle the account shall be communicated to the customer, settling the name and, where applicable, the number of the new proxy holder, in the statement of account of the month in which the replacement occurs.

Customers will be able to instruct the celebration of operations through representatives duly accredited legal persons, or, through the use of persons authorised in writing for this purpose in the contract itself.

The exchange house will be able to advise its clients on the investments that in their case perform, stipulating the responsibilities arising from their advice, regardless of whether the contract is appropriate or not the discretionary management.

Exchange houses shall be understood to provide services provided when they carry out personalized recommendations by any means to its clients or such entity perform operations on discretionary contracts without the participation of the client. When the exchange houses execute flat and flat the instructions that their clients transmit to them, it is understood that they do not provide services advised. In the case of verbal recommendations, the stock exchange houses shall be required to keep an electronic or written record of the date and time they have been given, as well as the data necessary to identify the values of each recommendation.

Also, stock houses will be able to promote and market values in a way (a) generalized, regardless of the customer's profile, when, due to the characteristics of these values, they can be adapted to the needs of the investors, without the need to formulate personalized recommendations. The Commission shall state in general provisions the type of securities to be updated in this case on the basis of the type of investor.

II.         Unless the account's discretionary management is agreed upon in the contract, the client's instructions for the execution of specific operations or movements in the account of the account may be made in written, verbal, electronic or In any case, the type of operation or movement, as well as the data necessary to identify the values of each operation or movement in the account, should be specified in any case. In the case of verbal instructions, the stock exchange houses shall be obliged to keep an electronic or written record containing the data referred to in the fourth paragraph of the above fraction I.

The parties may freely agree to the use of any means of communication, for the sending, exchanging or, where appropriate, confirmation of the orders of the investor clientele and other notices to be issued in accordance with the contract, as well as the cases where any of them requires further confirmation by those routes.

III. Client instructions for holding operations on their own, shall be executed by the house of stock in accordance with the system of reception and allocation of operations which it has established in accordance with the general provisions which the Commission shall issue.

IV. The bag house will produce a voucher for each operation performed in performance of the client's instructions, which shall contain all the data necessary for identification and the amount of the transaction. This voucher and the number of its accounting records shall be made available to the investor in the office of the stock exchange where the account is opened, irrespective of whether each transaction is reflected in the statement of account to be sent to the investor as provided for in this Act.

V. In case the parties agree to use electronic, computer or electronic means Telecommunications for the sending, exchange and confirmation of the orders and other notices to be issued, including the receipt of statements of account, will need to specify the keys of mutual identification and the responsibilities that contain their use.

The identification keys that you want to use in accordance with this article replace the autograph signature, so the documentary or technical constances in which they appear will produce the same effects as the laws grant to the documents subscribed by the parties and, consequently, will have equal probative value.

VI. The bag house will be entitled to subscribe on behalf and representation of the client, endorsements and disposals of nominative values issued or endorsed in favor of the client himself, which he confesses to the house of exchange in deposit in administration or custody.

VII. In no case will the bag house be required to comply with the instructions receives for account management, if the client has not provided the necessary resources or values for this, or if there are no account balances in its account for the amount sufficient to execute the relative instructions.

VIII. When the contract is expressly agreed upon in the contract, the account's discretionary handling is expressly required, the transactions that the house of the customer holds for the account of the client shall be ordered by the proxy to hold operations with the public, designated by the house of exchange for that object, without the prior authorization or ratification necessary client for each operation.

It is understood that the account is discretionary, when the customer authorizes the house in order to act in its discretion, as prudence dictates and taking care of the investments as its own, observing the provisions of Article 189, third paragraph, fractions I to III, as well as the fourth and fifth paragraphs of such precept of this Law, as well as in the General framework for action to be taken to contain the minimum elements Commission to determine by means of general provisions.

The investor will be able to limit the discretion to the realization of certain transactions or the handling of specific securities, which may at any time revoke such a right, having effect this revocation from the date on which it has been notified in writing to the stock exchange, without affecting pending transactions liquidate.

IX. All values and cash owned by the customer that are deposited in the home (b) the exchange rate, which shall be special and preferably intended for the payment of remuneration, expenses or any other debit which exists in favour of the exchange house for the purposes of the securities intermediation which was conferred on it, the customer may not withdraw such securities or cash without satisfying their adeudos.

X. Parties shall agree on securities brokerage contracts in a manner (a) clear rates of common interest which may be caused by the services and operations covered by the contract, as well as the arrangements for adjusting those fees and the manner in which their amendments are to be notified. The agreed fees shall be applied equally to the debits that are payable to both the home and the client.

In the absence of an express agreement, the applicable rate will be equal to the average rate the arithmetic of the returns generated by the ten investment companies in debt instruments with the highest return over the six months preceding the date on which the assumption of origin to the application of the charge is updated.

XI. The parties must agree on the securities brokerage contracts, which the client grants consent to the Commission to investigate acts or acts that contravene the provisions of this Law, for which it may practice inspection visits to such acts or acts, as well as to place it, require information that can contribute to the proper development of the research and request your appearance to declare about it.

XII.       Exchange houses may not enter into securities trading contracts in which they are co-holders of the respective accounts, their proxies for holding transactions with the public or stock market operators.

Article 201.- In contracts that hold the exchange houses with their customers, the investor who holds the account may at any time designate or change beneficiary.

In the event of the death of the account holder, the exchange house shall provide the amount corresponding to the holder's own designated, expressly and by written, as beneficiaries, in the stipulated ratio for each of them.

Where appropriate, the beneficiary shall have the right to choose the delivery of certain securities recorded in the account or the amount of its sale.

If there are no beneficiaries, the amount must be delivered in the terms provided for in the common legislation.

Article 202.- The lack of the form required by this Law or by agreement of the parties, with respect to the acts or operations that are contracted between the houses of stock and its investor clientele, produces the relative nullity of such acts or operations.

In the event of modifications to the contracts, these intermediaries will send to their customers, duly signed by their legal representative, via registered mail with acknowledgement of receipt and precisely to the last address which has been notified to them by the client, the relevant amending convention, the terms of which may be objected to within 20 working days following the date of its receipt. If this is not the case, the agreement will be accepted and will have full legal effects, even without the signature of the client.

Prior to the conclusion of the deadline set forth in the preceding paragraph, any act or instruction made by the customer in accordance with the terms of the agreement modify, it will be as an acceptance of it, having full legal effects.

When the parties have agreed to the use of telegraph, telex, telefax, or any other electronic, computer or telecommunications means, the modifications to the contracts which they have concluded may be concluded through them, by observing the time limit and the modalities for the expression of the consent referred to in this Article.

Article 203.- Exchange houses must send to their clients within the first five business days after the monthly cut, a statement of account authorised with the relation of all transactions carried out which reflects the position of securities of such clients on the last day of the monthly cut, as well as the position of values of the previous monthly cut. It shall also contain other information to be determined by the Commission by means of general provisions.

This document will make global invoice times for transactions in the consignment.

These statements of account, unless otherwise agreed, must be sent to the last home of the customer notified by the customer to the stock exchange. Where appropriate, the seats appearing on them may be objected to in writing or through any means agreed upon by the parties, within sixty working days following the date of their receipt. Unless otherwise proved, it shall be presumed that there is acceptance of the content of the statements of account, where the clients do not object within the time limit set. The customer may authorize the exchange house to allow him/her to be consulted by electronic means instead of having the referred statements sent to his home.

The customer, to make the respective objections in time, will have at your disposal and you will be able to pick up in the offices of the bag house, a copy of the statement of account from the day following the court date of the account. In the event that the client is considered affected because an operation was not reflected within its account statements, however, the client has provided the necessary resources to do so, to object to the client. Bag house or corresponding instance the delivery of the resources in favor of the bag house, as agreed in the contract.

The actions that aim to demand the responsibility of the exchange houses for the services that under this Law grant their clients, they will prescribe in two years from the act or event of origin.

Article 204.- The stock market pledge constitutes a real right on securities to ensure compliance with an obligation and its preference in the payment.

For the establishment of the stock market, the conclusion of the written contract is sufficient, as well as the request of an institution for the deposit of securities, the opening or an increase in one or more accounts in which they are to be deposited as collateral, without it being necessary to make the endorsement and delivery of the securities that are the subject of the pledge, or the entry in the records of the issuer of the securities. The parties may ensure one or more operations under the same contract.

The parties may agree that the property of the securities given in pledge is transferred to the creditor, in which case it shall be obliged to return the debtor, in the event that complies with the respective obligation, other so many of the same species, the provisions established, in relation to the reporter and the reported, respectively, being applicable in Articles 261 and 263, first part, of the General Law of Titles and Credit Operations. In this case, the provisions relating to the opening of accounts laid down in the preceding paragraph shall not apply and the guarantee shall be refined by the legal surrender of the securities to the creditor, through the procedures for the Account transfers are applicable to the institutions for the deposit of securities.

The parties to the securities contracts may agree to the extra-judicial sale of the securities given as collateral provided that, at least, they observe the following execution procedure:

I. That the parties appoint by common agreement to the executor of the stock market to be agreed to by the administrator of that guarantee; appointments which may be made to a house or credit institution, other than the creditor. The appointment of the executor may be conferred on the guarantee administrator.

The procedure for the replacement of the executor shall be provided for in the contract; the cases in which there is no impossibility in their action or if there is a conflict of interest between the executor and the creditor or the debtor of the guaranteed obligation.

II. If the expiration of the guaranteed obligation or when the obligation is to be reconstituted securities, the creditor does not receive the payment or the amount of the pledge is increased, or the extension of the deadline or the novation of the obligation has not been agreed, this one, in itself or through the administrator of the guarantee will ask the executor to carry out the extra-judicial sale of the securities affected by collateral.

III. Of the request noted in the previous fraction, the creditor or, if applicable, the the guarantee administrator shall notify the grantor of the pledge, who may object to the sale only by displaying the amount of the debit or the document which establishes the extension of the time limit or the novation of the obligation or proof of his/her delivery to the creditor or demonstrating the constitution of the missing guarantee.

IV. If the warranty grantor does not display the amount of the debit or document that check the extension of the time limit or the novation of the obligation or proof of delivery to the creditor or does not credit the constitution of the missing guarantee, the executor shall order the sale of the material values of the garment at market price, up to for the amount necessary to cover the principal and accessories agreed upon, will deliver the payment to the creditor. The sale shall be carried out in accordance with the agreed terms of the parties, and may be executed even outside the market.

In cases where the parties to the securities contracts agree on the transfer of ownership of the securities issued on a pledge, they may be agreed upon. In addition, if there is a breach of the guaranteed obligations, the creditor shall maintain the property of the securities issued by the creditor for the amount that the guaranteed obligations amount to without the need for it to exist a judicial enforcement or settlement procedure and the amount of the securities issued in respect of the payment of the debtor's payment obligations, considering them to their market value. The effect of such application on payment shall be to terminate the guaranteed obligations up to the amount that the market value of the securities given in pledge amounts to.

If the market price of the securities given in pledge does not cover all of the guaranteed obligations, the creditor's action shall be issued for the remainder of the debt. In the event that the guarantees exceed the guaranteed obligation, the creditor must return the remainder to the debtor. If the parties make the application to the payment in accordance with the preceding paragraph, it is understood that the application to the payment was made by the consent of the parties as a form of payment of the obligations of the debtor and not in execution of the stock market item.

The parties shall agree in the respective contract the terms for the determination of the market value of the securities given in pledge.

In the securities contracts, it may be agreed that the licensor may substitute the securities given as collateral to the creditor's satisfaction before it is make the notifications provided for in section III of this Article.

When the guarantee administrator is not a creditor of the guaranteed obligation, he/she may serve as executor, underwrite the securities contract and affect the corresponding securities on behalf of their clients, in the exercise of the mandate that they grant to them for that purpose, provided that the discretionary management of their account has not been agreed with such clients.

In the account statements sent by the exchange houses to their clients, the items corresponding to the stock items incorporated by them will be highlighted, with the data necessary for the identification of the values given in garment. The statement of account shall serve as a safeguard for securities until the termination of the securities contract.

Section VI

External accounting and auditing

Article 205.- Acts or contracts that mean variation or modification in the asset, liability, capital or imply a direct or contingent obligation, including in their order accounts, of a stock exchange, they must be recorded in the accounts on the same day as they are carried out.

The accounts, the books and the documents concerned and the period to be kept shall be governed by the general provisions of the Commission.

Article 206.- The funds and client securities of the exchange houses must be registered in a different account than those that are part of the asset of the home. bag.

Article 207.- Exchange houses, in trust operations, mandates or commissions, will open special accounts for each contract. in the same and in their own accounts, the money and other goods, securities or rights entrusted to them, as well as increases or decreases, by the respective products or expenses.

Invariably the balances of the order accounts of the bookhouse's accounts must be matched, with those of the special accounts.

In no case shall these assets be affected to the fulfilment of other obligations other than those arising from or against the trust of third parties. agreement with the Law.

Article 208.- Exchange houses will be required to record or document all communications with their customers in electronic or digital media. services for the advisory, promotion, purchase and sale of securities or fiduciaries related to the above mentioned activities, as well as to preserve for at least five years as an integral part of the stock exchange's accounts, such as recordings or documents, without prejudice to the provisions of the last paragraph III of Article 212 of this Law. Such information and documentation shall be at the disposal of the Commission at all times, which may require immediate delivery.

Article 209.- Exchange houses may microfilm, record in digital format, optical or magnetic media or any other means authorized by the Commission, books, records and documents in general which are required to be carried out in accordance with the laws and which, by means of general provisions, indicate the Commission, in accordance with the technical bases for its management and conservation.

Original camera negatives obtained by the microfilm system and the first copy obtained from optical or magnetic discs with images digitalized, as well as the impressions obtained based on this technology, duly certified by personnel authorized by the respective exchange house, will have in judgment the same evidentiary value as the books, records and documents originals.

Article 210.- The Commission, by means of general provisions, will point out the basis for the approval of the financial statements by the managers of the exchange houses; their dissemination through any means of communication including electronic, optical or any other technology, as well as the procedure to which the review will be adjusted the Commission itself.

The Commission shall establish by means of general provisions, the form and content to be submitted by the financial statements of the stock exchange form may order that the financial statements be disseminated with the relevant amendments where they contain errors or alterations and within the time limits set for that purpose.

Exchange houses will be exempt from the requirement to publish their financial statements, as provided for in Article 177 of the General Company Law. Mercantiles.

Annual financial statements must be issued by an independent external auditor, who will be directly appointed by the Board of Directors of the Bag home in question.

The Commission itself, by means of general provisions, may lay down the characteristics and requirements to be met by independent external auditors; to determine the content of its opinions and other reports; to issue measures to ensure the proper alternation of such auditors in stock exchanges, as well as to identify the information to be disclosed in its opinions on other services; and, in general, of the professional or business relationships that provide or maintain with the exchange houses they audit, or with related companies.

Article 211.- The Commission will set the rules for the maximum estimate of the assets of the exchange houses and the rules for the minimum estimate of their obligations and responsibilities.

Section VII

Other Provisions

Article 212.- Exchange houses, in terms of the general provisions that the Secretariat issues, listening to the Commission's prior opinion, will be required to:

I. Establish measures and procedures to prevent and detect acts, omissions, or operations which may encourage, assist, assist or cooperate in any kind for the commission of the offences referred to in Articles 139 or 148 Bis of the Federal Criminal Code or which may be located in the cases referred to in Article 400 of the same Code.

II. to the Secretariat, through the Commission, reports on:

a) The acts, operations, and services they perform with their clients and users, relative to the previous fraction.

b) Every act, operation or service that could be placed in the supposed event in the (i) part I of this Article or which, where appropriate, may contravene or infringe the proper application of the provisions set out therein, which I make or where any member of the board of directors, administrator, director, or manager is involved; official, employee, or proxy.

The reports to which this fraction refers, in accordance with the provisions of general character provided for in this Article, shall be drawn up and submitted, taking into account at least the detailed rules governing the said provisions; the characteristics to be met by the acts, operations and services referred to in this article to be reported, taking into account their amounts, frequency and nature, the monetary and financial instruments with which they are made, and the commercial and stock exchange practices that are observed in the places where they are carried out; as well as the periodicity and the systems through which the The information is transmitted. Reports shall refer to at least operations that are defined as relevant, internal concerning and unusual, those related to international transfers and cash transactions made in foreign currency.

III. Contar, as provided by the Secretariat in the above mentioned provisions general character, with guidelines on the procedure and criteria to be observed with respect to:

a) The proper knowledge of your clients and users, for which they should consider the background, specific conditions, economic or professional activity and the places in which they operate.

(b) The information and documentation to be collected for the opening of accounts or conclusion of contracts relating to the operations and services they provide and which fully accredit the identity of their clients.

c) How they should protect and ensure the security of information and documentation relating to the identification of its customers and users or those who have been, as well as those of those acts, operations and services reported in accordance with this Article.

d) The terms to provide training inside the bag house over the subject matter of this Article. The general provisions referred to in this Article shall state the terms for their due compliance.

e) The use of automated systems that contribute to compliance with the measures and procedures to be laid down in the provisions of the general nature referred to in this Article.

f) Setting up those internal structures that should work as areas of compliance in the matter, inside each bag house.

Such intermediaries shall retain, for at least 10 years, the information and documentation referred to in point (c) of this fraction, without prejudice to the provisions of this or other applicable ordinances.

The Secretariat shall be empowered to require and collect, through the Commission, information and documentation relating to the acts, operations and services to which it is refers to the section II of this article. The Secretariat shall also be empowered to obtain additional information from other persons for the same purpose and to provide information to the competent authorities.

Exchange houses should immediately suspend the carrying out of acts, operations or services with clients or users that the Secretariat of Finance and Credit I inform you through a list of blocked people that you will have the character of confidential. The list of blocked persons shall be intended to prevent and detect acts, omissions or operations that may be placed in the cases provided for in the articles referred to in the section I of this article.

The suspension obligation referred to in the preceding paragraph shall cease to have its effects when the Secretariat of Finance and Public Credit removes from the list of people locked to the client or user in question.

The Secretariat of Finance and Public Credit will establish, in the general provisions referred to in this article, the parameters for determining the introduction or removal of people in the list of blocked people.

Compliance with the obligations outlined in this article will not imply any breach of the provisions of Article 192 of this Law.

The general provisions referred to in this article must be observed by the stock exchange houses, as well as by the members of the board of directors, managers, managers, officials, employees and respective proxies, whereby both the entities and the persons referred to shall be responsible for the fulfilment of the obligations laid down by those provisions.

The violation of the provisions referred to in this Article shall be sanctioned by the Commission in accordance with the procedure laid down in Article 391 of this Law, with an equivalent fine of 10% to 100% of the amount of the act, operation or service carried out with a customer or user who has been reported to be on the list of blocked persons referred to in this Article; with an equivalent fine of 10% to the 100% of the amount of the unusual operation not reported or, if any, of the series of transactions related to each other of the same client or user, which should have been reported as unusual operations; dealing with relevant, internal, concerning transactions, related to international transfers and transactions in cash with foreign currency, not reported, as well as non-compliances to any of the points (a), (b), (c) or (e) of section III of this article, will be punished with a fine of 30,000 to 100,000 days of salary and in other cases of Non-compliance with this precept and the provisions of the emanen fine of 5,000 to 50,000 days of salary.

The public servants of the Secretariat of Finance and Public Credit and the National Banking and Securities Commission, the brokerage houses, their members of the board of directors administration, officials, officials, employees and proxies shall refrain from reporting any reports and other documentation and information referred to in this article, to persons or authorities other than those expressly authorized in the relative orders to require, receive or retain such documentation and information. The violation of these obligations will be sanctioned in the terms of the corresponding laws.

Article 213.- Bag houses, adjusting to the percentages and other requirements that the Commission establishes by means of general provisions, prior to Agreement of its Governing Board, may invest its paid capital and capital reserves in:

I. Furniture, real estate, installation expenses, and other required for the realization of their social object.

II. Representative of the social capital of companies or companies to which they are refer to Articles 214 and 215 of this Law.

III. Values and other active operations according to their object.

In no case will the exchange houses be able to participate in companies that are not of limited liability.

The Commission may lay down in the general provisions referred to in the first paragraph of this Article, a minimum investment scheme for resources of the capital paid and capital reserves, which seeks to maintain adequate solvency and liquidity conditions.

Article 214.- Exchange houses may invest in securities representative of the social capital of companies that provide them with complementary or ancillary services in their administration or in the performance of their object, as well as of real estate companies that own or administer goods destined for their offices.

The companies and companies referred to in the preceding paragraph shall be subject to the general provisions issued by the Commission, as well as to the inspection and monitoring of this.

Article 215.- Exchange houses may invest, directly or indirectly, in securities representing the social capital of financial institutions outside the carry out the same type of operations as the listed home, provided that they are previously authorised by the Commission.

Exchange houses that have the control of a foreign financial institution must provide what is necessary for that entity to perform its activities by holding the foreign legislation applicable to it and, where appropriate, the provisions to be determined by the Mexican financial authorities.

Exchange houses, subject to the authorisation of the Commission, may invest in the share capital of investment companies, companies operating in investment companies, (a) the management of retirement funds, as well as in the case of specialised investment companies for retirement funds, in the terms of the applicable legislation and, where they are not part of financial groups, in the case of ancillary organisations of credit and exchange houses. Such entities may use equal or similar denominations, act jointly and offer complementary services.

The respective requests must be accompanied by the document that requires policies to resolve the probable conflict of interest that in the performance of their operations with the public may be presented.

Also, the stock exchange houses will be able to invest in stock exchanges, institutions for the deposit of securities and central securities counterparties, without the need for authorisation by the Commission.

The investments referred to in Article 214 of this Law, as well as in this legal precept, carried out by stock houses in the capital of which the Federal Government participates, They shall be considered as State-owned enterprises and shall not be subject to the provisions applicable to federal public administration entities.

Article 216.- Exchange houses may perform the activities that are their own in foreign markets, as provided for in this order, in the provisions of a general nature to be issued by the Commission for that purpose, subject to the agreement of its Governing Board, and subject to the laws of the country in which they carry out such activities.

Article 217.- Exchange houses shall give notice to the Commission, with at least thirty working days in advance, of the opening, change of location and closing of their offices.

For the closure of offices, along with the notice referred to in this article, the measures taken to ensure the continuity of services to the customers. The Commission may object to the closure of the office concerned, in the event that the house of stock does not present and until such time as the satisfactory completion of these measures is accredited.

In the event that the exchange houses open or change their offices without giving the relative notice, or in their operation and operation they contravene the provisions of this The Commission may decide to close the article, taking care to ensure that the services received by the customers are adequately covered. In advance of its decision, the Commission shall hear the house in question.

Exchange houses may carry out activities of their own through offices, branches or agencies of credit institutions, but in any case, shall give the notice referred to in this Article.

Article 218.- Exchange houses must close their doors and suspend operations in the days indicated by the Commission by means of general provisions.

The days referred to in these terms shall be deemed to be indeft for all legal purposes, when determined by the Commission itself.

Article 219.- Exchange houses may contract with third parties the provision of services for the performance of the activities under this Law carry out, provided that they have previously obtained authorisation from the Commission and are subject to the general provisions referred to in the following paragraph.

The Commission, after agreement of its Governing Board, will have to establish by means of general provisions, the services which may be subject to contracting with third parties, as well as those who because of their lack of relevance to the object of the bag house will not require authorization.

Article 220.- Exchange houses that intend to obtain the authorization referred to in Article 219 of this Law shall comply with the requirements following:

I. Submit to the Commission a report specifying the services to be hired and their risks, as well as the criteria and procedures for selecting the service provider. These criteria and procedures shall be aimed at assessing the technical, financial and human resources capacity of the supplier to provide the service with adequate levels of performance, reliability and safety.

Exchange houses must keep at the disposal of the Commission documentation which credit the applied selection procedure.

II. Contar with policies and procedures to monitor the performance of the services and compliance with their contractual obligations, which shall contain aspects relating to:

a) The quantity, quality and costs of contracted services, specifying goals of performance and ways of measuring them.

b) The restrictions or conditions, regarding the possibility that the subcontract service, in turn, service delivery.

c) The confidentiality and security of customer and account information own.

d) The responsibilities of the bag house and the service provider, the procedures to monitor compliance with responsibilities, as well as guarantees and compensation in the event of non-compliance.

e) The service provider commitment to provide, at the request of the home the exchange, the records, the information and the technical support relating to the services provided to the stock exchange, its auditors and the supervisors.

f) The dispute settlement mechanisms for the provision of the contract service.

g) Measures to ensure business continuity, as well as contingency that includes a disaster recovery plan.

h) In case the service delivery is performed by a provider located in the foreign, such provider must accept in writing, adhere to the provisions of this Law.

III. Contar with plans to evaluate and report performance management board the service provider, as well as compliance with the applicable regulations related to that service.

The board of directors will be responsible for approving and verifying compliance with policies and criteria for selecting service providers. contract the stock exchange in terms of what is provided for in this article, as well as the services that are granted and activities that are carried out under these policies and criteria.

The CEO will be responsible for the implementation of the policies and criteria referred to in the preceding paragraph.

Article 221.- The hiring of the services referred to in Article 219 of this Law will not exempt the exchange houses or their directors, directors and employees, the obligation to observe strictly what is established in this legal order and in the general provisions of this law.

The legal provisions relating to securities secrecy shall be extended to the suppliers of the services concerned. Those provisions shall also apply to the representatives, managers and employees of service providers, even if they cease to work or provide their services in such providers.

The Commission may request information, including books, records and documents, from third parties who provide the services mentioned above, as well as make visits to inspection and decree the measures that it deems necessary to ensure the continuity of the services that the houses of exchange provide to their clients, the integrity of the information and the attachment to that established in this Law.

Article 222.- The service provider shall be governed by a contract signed by the brokerage and the service provider, in which the services shall be specified. rights and obligations of the parties.

Article 223.- The Commission may issue provisions of a general nature in relation to the minimum aspects to be fulfilled by the contracts entered into the terms of Article 222 of this Law, without prejudice to the provisions of Article 220, Part II of that Act.

Article 224.- The Commission may establish prudential rules aimed at preserving the liquidity, solvency and stability of stock exchange houses. internal controls, prevention of conflicts of interest, social and audit practices, risk management and transparency and equity in operations and services, in the protection of the public and of users and customers in general.

For the provision of services advised and not advised the exchange houses should have separate and independent business areas in respect of the other areas of business, in accordance with the general provisions issued by the Commission.

Title VII

From advisors on investments

Article 225.- People who are not intermediaries in the securities market in a regular and professional manner provide portfolio management services. securities making investment decisions in the name and on behalf of third parties, as well as the usual and professional advice on investment in securities, analysis and issuance of investment recommendations on an individual basis, will have the character of advisers on investments.

To be an investment advisor, you need to register with the Commission. In the case of natural persons, they must prove that they have good repute and satisfactory credit history, in terms of the general provisions issued by the Commission, as well as certification before a body. self-regulatory compliance with Article 193 of this Law. In the case of moral persons, they shall be civil societies in terms of the common legislation, or limited liability companies or limited liability companies in terms of the General Law on Companies and the following: requirements:

I.        That the activities referred to in the preceding paragraph are provided for in the social object.

II.       It is provided in its social statutes that the investment adviser must comply with the provisions of this Law and the other applicable provisions in the performance of his object.

III.     They have physical establishments intended exclusively for the realization of their social object.

IV.      Accompanying your application for the relationship and information of persons who directly or indirectly maintain a stake in the social capital of the investment adviser.

V. That they submit along with their application the policy manual that includes the policies for the solution of potential conflicts of interest in the performance of their activities. Such manuals shall contain the rules to be determined by the Commission by means of general provisions.

Investment advisers whose shareholders, partners, members of the board of directors, as well as managers, proxies and employees, do not participate in the capital or in the administrative bodies, or have a relationship of dependency with credit institutions, exchange houses, companies operating companies of investment companies, companies distributing shares of investment companies, institutions (a) the value of the securities should be added to the "independent" expression. Otherwise, they will be obliged to disclose to their customers such a situation when hiring with them.

Companies that register in terms of this Article shall submit to the Commission the data of their registration in the Public Registry of Commerce, in a a period not exceeding 15 working days counted from the grant of the same.

Within three working days after the investment adviser has entered the register referred to in Article 128 of the General Company Law The transmission of any of their shares or social parts, or where one of the partners has transferred their rights, by more than 10% of their paid share capital, shall give notice to the Commission of such transmission.

The registration carried by the Commission in accordance with the provisions of this Article shall be public, and the Commission shall give it dissemination on its website The World Wide Web is called the Internet and will contain annotations for each investment adviser, which may be referred to, among others, for the cancellation of the registration. The Commission may lay down by general provisions the basis for the organisation and operation of the register, as well as the additional entries to be incorporated.

The persons referred to in this Article may be part of a self-regulatory body recognized by the Commission in terms of this Law.

Investment advisers shall not be able to carry out securities intermediation and shall be subject to the supervision of the Commission in terms of the first paragraph of the Article 350 of this Act.

Article 226.- Advisors on investments, in the provision of their services shall:

I.           Have a mandate to instruct the intermediary of the securities market or external financial institutions of the same type for the holding of securities transactions in the name and on behalf of their clients, or, be authorised for the purpose in the contracts concluded by the customer with such intermediaries or institutions. In any event, they shall provide for the responsibilities arising from their services.

II.         Document on behalf of the respective customer the transactions with securities that they order on behalf of the customer. Also, maintain the recommendations made and the information provided on the activities, services and financial products they offer. Additionally, keep an electronic or written record stating the date and time when the client required you to perform an operation, as well as the data needed to identify the values of each operation.

III. Inform your clients when they are in the presence of conflicts of interest, expressly pointing out to them that they consist.

IV.         Repeals

V. Observe the self-regulatory norms of the self-regulatory body of the which, if any, are members.

VI. Certifying your technical quality, honorability and satisfactory credit history, to a self-regulatory body recognised by the Commission, in relation to services which provide the public, or to use the services of natural persons with such certification.

VII.       Repeals

VIII.      The propaganda or publicity directed to the public shall be subject to the provisions of Article 6 of this Law.

IX.         Be subject to the provisions of Articles 188, IV; 189, third paragraphs, fractions I to III, as well as fourth and fifth paragraphs; 190, except as provided for in the penultimate and last paragraphs; 191, except last paragraph; The second paragraph of this Law, as well as the general provisions issued by the Commission in terms of such articles. In the case of investment advisers who are not independent, in addition to the above, the ceilings referred to in Article 178 shall apply to them, in respect of the recommendations they make, and shall also comply with the provisions of Article 178. provided for in Article 190, last and last paragraphs of this legal order.

Second paragraph.-Repeated

Securities market intermediaries will be exempt from liability to their customers when the conduct of the transactions is carried out in compliance with the the instructions given by advisers on investments, in terms of the provisions of section I of this article. In these cases, the intermediaries in the securities market will not be subject to the provisions of Article 190 of this Law. The foregoing, without prejudice to the provisions of Article 189, second paragraph of this legal order.

The Commission may issue general provisions concerning the financial, administrative and operational information that advisers on investments need present to you on a regular and continuous basis.

Article 226 Bis.- On the prevention and detection of acts, omissions or operations that may favor, assist, assist or cooperate with any other species for the commission of the offences referred to in Articles 139 or 148 Bis of the Federal Criminal Code or which may be located in the cases of Article 400 Bis of the same Code, in order to assist with the intermediaries of the market of securities, investment advisers, in terms of the provisions of a As a general rule, the Secretariat, listening to the Commission's opinion, will be obliged to:

I. Make proper knowledge of your clients, for which you will need to collect information and documentation supporting your background, specific conditions, and economic or professional activity.

II. For the opening of accounts or the conclusion of contracts relating to services which provide the information and documentation that fully accredit the identity of your clients.

III. Submit to the Secretariat, through the Commission, reports on:

a) The acts, operations, and services that you perform with your clients.

b) Any act, operation, or service that you perform or in which any member of the administrative board or equivalent body, administrator, manager, official, employee or proxy of the investment advisers, who, where appropriate, may contravene or breach the proper application of the obligations set out in the present Article.

The reports to which this fraction refers, in accordance with the provisions of general character provided for in this Article, shall be drawn up and submitted, taking into account at least the detailed rules governing the said provisions; the characteristics to be met by the acts, operations and services referred to in this article to be reported, taking into account their amounts, frequency and nature, the monetary and financial instruments with which they are made, and the commercial and stock exchange practices that are observed in the places where they are carried out; as well as the periodicity and the systems through which the The information is transmitted. Reports shall refer to at least operations that are defined as being of concern and unusual.

IV. Designate a representative of compliance with the obligations to the Commission provided for in this Article.

V. Resstore and ensure the security of information and documentation relating to the knowledge and identification of their clients, as well as reports.

VI. Contar with automated systems that contribute to compliance with the measures and procedures to be laid down in the provisions of the general nature referred to in this Article.

VII. To train your staff on the subject matter of this article.

Compliance with the obligations referred to in this Article shall be verified in the terms of the general provisions of the Secretariat.

Investment advisers shall retain, for at least five years, the information and documentation referred to in the fifth paragraph of this Article, without prejudice to the set in this or other applicable ordinances.

The Secretariat shall be empowered to require and collect, through the Commission, information and documentation relating to the acts, operations and services to which it is refers to the section III of this article. The Secretariat shall also be empowered to obtain additional information from other persons for the same purpose and to provide information to the competent authorities.

The violation of the provisions referred to in this Article shall be sanctioned by the Commission in accordance with the procedure laid down in Article 391 of this Law, with an equivalent fine of 10% to 100% of the amount of the unusual transaction not reported or, where applicable, of the series of related transactions between the same customer or user, which should have been reported as unusual transactions; Non-reported domestic transactions, as well as non-compliances Any of the fractions I, II, V or VI of this article, shall be punished with a fine of 30,000 to 100,000 days of salary and in other cases of non-compliance to this precept and the provisions that of the emanen fine of 5,000 to 50,000 days of salary.

The public servants of the Secretariat and of the Commission, the investment advisers, their members of the board of directors or the equivalent body, managers, officials, employees and proxies shall refrain from making news of the reports and other documentation and information referred to in this article, to persons or authorities other than those expressly authorized in the relevant orders to require, receive or retain such documentation and information. The violation of these obligations will be sanctioned in the terms of the corresponding laws.

Article 227.- Investment advisors will be prohibited:

I.        To receive any kind of remuneration from broadcasters for the promotion of the securities they issue or persons related to such broadcasters.

II.       To receive any kind of remuneration from intermediaries in the securities market, domestic or abroad. This prohibition shall not apply where the investment advisers provide advisory services to financial intermediaries in the nature of their clients.

III.     Receive a deposit in administration or custody, or a guarantee on behalf of third parties, money or securities belonging to their clients, either directly from the clients or from the accounts they handle, except for remuneration for the provision of their services.

IV.      Offer guaranteed returns or act against the interest of your clients.

V.        Act as co-holders in your clients ' brokerage contracts.

Investment advisers will respond to their clients for the damages caused to them, in the terms of the applicable provisions, on the occasion of the non-compliance with the provisions of this Article or the obligations agreed in the contracts for the provision of services which they conclude.

Article 227 Bis.- The Commission may, after hearing the investment adviser concerned, declare the cancellation of the register referred to in Article 225 of the this Act, in the following cases:

I.        If the investment adviser carries out operations in contravention of the provisions of this Law or the provisions emanating from it.

II.       If the investment adviser does not perform the operations for which the registration referred to in Article 225 of this Law has been granted to him.

III.     If its administrators have intervened in operations that violate the provisions of this Law or the rules that result from it.

IV.      If the investment adviser, through your legal representative, so requests.

V.        For natural persons, no longer meet the requirements of good repute and satisfactory credit history or do not have the appropriate certification.

The cancellation of the registration will incapacitate the company to perform the operations referred to in Articles 225, as of the date of notification of the same.

The Commission shall promote before the judicial authority to appoint the liquidator, if within sixty working days of having notified the cancellation of the registration, this has not been designated. Where the Commission itself finds that it is impossible to carry out the liquidation of the investment adviser, it shall do so with the knowledge of the competent judge to order the cancellation of its registration in the Public Registry of Commerce, the which shall have its effects after three hundred and sixty calendar days from the injunction.

Interested parties may object to this cancellation within 60 working days before the judicial authority itself.

Title VIII

From self-regulatory bodies

Article 228.- Self-regulatory bodies will aim to implement standards of conduct and operation among their members in order to contribute to the healthy development of the stock market.

Stock exchanges and central securities counterparties, by ministry of this Act, will have the character of self-regulatory bodies.

Additionally, these associations of securities market intermediaries or advisers in investments that are recognized will have the same character. by the Commission, subject to the agreement of its Governing Board.

Article 229.- The self-regulatory agencies, depending on the type and activities that are of their own, may issue rules concerning:

I. Membership, exclusion, and separation requirements for members.

II. The policies and guidelines to be followed in hiring with clients which render their services to the members.

III. The disclosure of information other than or in addition to the information deriving from this Act.

IV. Strengthening the ethical conduct of its members and other related persons to these.

V. The policies and guidelines of conduct aimed at its members and others persons linked to them on the basis of employment, position or commission, are aware of and adhere to the applicable rules, as well as to the healthy uses and practices of the stock market.

VI. Technical quality, honorability, and credit history requirements satisfactory to the staff of their staff members.

VII. The procurement of efficiency and transparency in the stock market.

VIII. The process for adoption of standards and verification of compliance.

IX. The disciplinary and corrective measures to be applied in case of non-compliance, as well as the procedure for making them effective.

Additionally, trade associations of securities market intermediaries or advisers in investments that obtain the recognition of a self-regulatory body by the Commission, may carry out certifications in accordance with the provisions of Articles 141, 193 or 226, fraction VI of this Law, provided that they are in accordance with the general provisions which the effect provides for the Commission itself. Where there are no self-regulatory bodies recognised by the Commission which comply with the above provisions, the Commission may make the designations or grant the authorisations referred to in those legal provisions, without need for such certification.

The self-regulatory agencies will carry out periodic assessments of compliance with the standards they issue. The results of such evaluations shall be reported to the Commission within five working days of the date on which they are concluded, where they may result in administrative or criminal offences, without prejudice to the powers of the Commission. (a) the supervision of the Commission itself. Those bodies shall also keep a record of the corrective and disciplinary measures they apply, which shall be available to the Commission itself.

Self-regulatory rules that are issued in terms of the provisions of this Article may not contravene the provisions of this Law.

Article 230.- The Commission may issue general provisions laying down the requirements to be met by the self-regulatory bodies. to obtain the recognition referred to in Article 228 of this Law, as well as to regulate its operation.

Article 231.- The Commission will have powers to:

I. Vetting the self-regulation rules issued by agencies self-regulatory.

II.         Order the removal or removal of the directors and directors of the self-regulatory bodies, when they commit serious or repeated infringements of this Law and other provisions of a general nature that emanate from it, regardless of the economic sanctions that conform to this or other relevant laws.

III. Revoke the recognition of self-regulatory bodies when they commit serious or repeated infringements of the law and other provisions of a general nature which emanate from it.

For the purpose of proceeding in terms of the provisions of Sections II and III of this Article, the Commission shall have the prior agreement of its Governing Board.

Title IX

Of stock trading and OTC trading systems

Chapter I

Preliminary Provisions

Article 232.- Activities that aim to provide access to trading systems that allow to put in contact supply and demand for securities, centralizing positions for the celebration of operations, may be developed by:

I.           Stock exchanges.

II.         Societies that administer systems to facilitate operations with values.

III.        Natural or moral persons who develop OTC trading systems.

The activities referred to in this Article, which have as their object representative shares of the share capital of a company or receivables representing such shares shares, entered in the Register, as well as securities listed in the international system of quotations, shall be considered a public service and shall be reserved for stock exchanges.

Dealing with securities entered in the Register, other than those referred to in the preceding paragraph, as well as representative shares of non-registered capital in the Such registration, the activities referred to in this legal precept may be provided in an indistinct manner by the entities identified in the preceding fractions I and II.

The persons referred to in part III of this legal precept may only provide those activities relating to shares representative of the capital not registered in the Register, provided that they are exclusively involved in institutional and qualified investor operations.

Article 233.- Stock holders listed in stock exchanges, may perform outside of these operations with such securities, provided they conform to the provisions applicable to the acquisition of securities to be disclosed and public takeover bids, where appropriate.

Chapter II

Of the stock exchanges

Section I

From the organization

Article 234.- To organize and operate as stock exchange requires the granting of the Federal Government, which will be granted discretionally by the Secretariat, hearing the opinion of the Commission, the public limited liability companies organised in accordance with the special provisions contained in this legal order and, as far as is not provided for by the law, in the provisions of the General Companies Law Mercantiles.

The granting of the concession will be resolved in consideration of the best development and market possibilities.

The concessions that will be granted, as well as their modifications, will be published in the Official Journal of the Federation at the expense of the interested party.

Article 235.- Grant requests to organize and operate as a stock exchange must be accompanied by the following documentation:

I. Draft statutes of an anonymous company to be considered next:

a) The social name must contain the expression "stock exchange".

b) The duration of the partnership will be indefinite.

c) The address must be located on national territory.

d) The social object will be acting as a stock exchange.

II. Partners ' relationship and information, indicating the amount of social capital that will subscribe to and the origin of the resources declared by them, as well as the likely directors, general manager and principal directors of the company.

III. General plan of operation of the society comprising, at least, the Following aspects:

a) The indication of the values for which you intend to grant your services.

b) The premises, facilities, and trading platforms to be used for the concertation of operations with values.

c) Security measures to preserve information integrity.

d) The draft internal regulations that meet at least the requirements to which refers to this Law.

e) The policy manuals and operation procedures.

f) The description of the audit programmes to be carried out by its members and the broadcasters listing their securities in order to verify the obligations under their position, provided for in the internal rules of the stock exchange.

g) The description of the programs that you will implement to monitor the processes of Price formation is carried out with transparency, correction and integrity.

IV. Proof of bank deposit in national currency or, where applicable, securities for their market price deposited in financial institutions in favor of the Federation's Treasury, for an amount equal to ten percent of the minimum capital with which the company must be counted.

The principal and, if applicable, accessories of the said deposit will be returned to the applicant in case of withdrawal, as well as in the event that the application is denied or when operations are initiated in the terms provided for in this Law. In the event that the concession is revoked as provided for in Article 269, fractions I to III of this Act, the amount of the deposit shall be made effective.

V. The policies and guidelines that will be used for the broadcasters to list their securities, as well as securities market intermediaries and proxies participating in them, comply with the provisions of their internal rules of procedure.

VI. Other documentation and information that the Secretariat, in relation to Previous fractions require general provisions to be made.

The social statutes of the stock exchanges, as well as their modifications, must be approved by the Secretariat. Once the approval has been obtained, they can be registered in the Public Registry of Commerce. In any event, the securities exchanges shall provide the Secretariat, within 10 working days following the conclusion of the corresponding assembly, to be authenticated by the Secretary of the Administrative Board, of the minutes of the assembly and, where appropriate, a public instrument showing the formalisation of the act. In the case of capital increases, stock exchanges shall not require the authorization indicated, but in any event they shall submit to the Secretariat, with at least 15 working days in advance of the date on which they intend to increase the capital, the information of the partners referred to in section II of this article, period in which the Secretariat may object to the realization of the aforementioned increase in the event that it considers that there is an impediment to the persons that are the partners of the relevant stock exchange.

Article 236.- The stock exchanges must accredit the Commission, with at least thirty working days in advance at the start of their activities, the compliance of the following requirements:

I. That they have the minimum social capital paid.

II. That the directors, the CEO, the managers holding the office with the immediate hierarchy lower than that of the latter and the commissars, comply with the requirements laid down in this Law and other general provisions issued by the Commission.

III. They have the necessary internal infrastructure and controls to perform their activities and the granting of their services, in accordance with applicable provisions.

The Commission may deny partial or full commencement of operations where compliance with the provisions of this Article is not proven.

Article 237.- Stock exchanges must have the minimum capital to be established by the Secretariat by means of general provisions.

The share capital of stock exchanges shall be exclusively integrated by ordinary shares in which the rights and obligations of the holders are not limited or restricted in any way. The shares shall be of equal value and shall confer the same rights and obligations on their holders.

The subscription and payment of representative shares of the share capital shall not entitle the holder to carry out transactions on the stock exchanges and only may operate in those members who comply with the requirements laid down in their rules of procedure.

The shares representing the share capital of stock exchanges shall be free of subscription.

Exchange houses, credit institutions, insurance and bond institutions, investment companies, investment company operating companies, and In the case of a retirement fund, they will be able to invest in shares representing the share capital of stock exchanges. Persons who own, directly or indirectly, ten per cent or more of the capital of the entities mentioned above, shall in no case be able to participate in the share capital of the stock exchanges.

Foreign governments may not participate, directly or indirectly, in the share capital of stock exchanges, except in the following cases:

I.        When they do so, on the grounds of temporary prudential measures such as financial support or bailouts.

Stock exchanges that are located in this fraction will have to deliver to the Secretariat the information and documentation that accredit to satisfy the above mentioned, within the fifteen working days following that they are found in that case. The Secretariat shall have a period of ninety working days, counted from the receipt of the relevant information and documentation, in order to resolve whether the participation in question is located in the presumed exception provided for in this fraction.

II.       Where the corresponding participation implies that the stock exchange is controlled, in terms of Article 2, fraction III of this Law, and carried out through official moral persons, such as funds, entities (a) Government to promote, inter alia, prior discretionary authorization from the Secretariat, provided that such persons prove that:

a) Do not exercise authority functions, and

b) Your decision-making bodies operate independently of the foreign government that you are treat.

III.     Where the corresponding participation is indirect and does not imply that the stock exchange is controlled, in terms of Article 2, fraction III of this Law. The above, without prejudice to the requests for authorization to be made in accordance with the provisions of this Law.

Article 237 Bis.- Stock exchanges shall refrain from registering in the register referred to in Articles 128 and 129 of the General Law of Companies, of those transmissions of shares which are carried out in contravention of the provisions of the previous article, and must inform the Secretariat, within five working days of the date on which the be aware of this.

When acquisitions and other legal acts through which the ownership of representative shares of the social capital is directly or indirectly obtained a stock exchange, be made in contravention of the provisions of the previous article, the property and corporate rights inherent in the corresponding shares of the stock exchange shall be suspended and therefore may not be exercises, until it is established that the authorization or resolution has been obtained which corresponds to or has satisfied the requirements that this law contemplates.

Article 238.- The shares representing the share capital of stock exchanges shall be paid in full in cash on the act of being subscribed. The said actions shall be kept in deposit in one of the institutions for the deposit of securities regulated in this Law, which in no case shall be obliged to give them to the holders, except where their registration and, where applicable, public offering, in terms of the provisions of Article 266 of this Law.

Where the share capital of stock exchanges exceeds the minimum, it shall be at least 50% paid, provided that this percentage is not lower than that of the to the minimum set. In the case of limited liability companies, the minimum share capital shall be composed of shares without the right to withdraw. In no case shall the amount of variable capital be greater than the minimum.

Stock exchanges when announcing their share capital should at the same time make known their paid capital.

Article 239.- No person or group of persons may acquire directly or indirectly, through one or more operations of any nature, simultaneous or successive, the control of shares representing the share capital of a stock exchange by more than ten per cent of the total of such shares. The Secretariat may exceptionally authorise a higher percentage.

Section II

Of administration and surveillance

Article 240.- The administration of the stock exchanges will be entrusted to a board of directors and a director general, in their respective spheres of competence.

Article 241.- The Board of Directors of the Stock Exchanges shall be composed of a minimum of five and a maximum of fifteen directors of which, when Less, twenty-five per cent must be independent, in accordance with the independence requirements laid down in this Law for stock-exchange companies. For each individual member, the alternate member may be appointed, on the understanding that the alternate members of the independent directors must have this same character.

In no case may the natural persons who participate in the social capital of financial institutions or perform in these positions, jobs or fees, except in the case of directors independent of any of the financial institutions mentioned.

Shareholders will be able to appoint a general meeting of shareholders and a commissioner for every ten percent of the shareholders 'shareholders' meetings, as well as the individual or joint shareholders. (a) representative shares of the registered capital as well as revoke such appointments, without the percentages referred to in Articles 144 and 171 of the General Law on Companies. Such designations may be revoked only when the appointment of all other members or commissioners, as the case may be, is revoked, in which case they shall not be designated as such during the following 12 months. to the revocation date.

Article 242.- The board of directors may establish the committees it deems necessary for the best performance of the functions of the company, but in all The case should include committees responsible for the admission of members, the list of broadcasters, audit, regulation, surveillance and sanctions. The audit committee shall be chaired by an independent counsel.

Such committees will be organized and operated in accordance with the self-regulatory standards established by the exchange.

Article 243.- The stock exchanges shall be subject, as the case may be, to the provisions of Articles 26, penultimate and last paragraphs, 121, 123, second paragraph, 124, first, second and penultimate paragraphs, 127 to 129, 131, second paragraph, 132 to 134, 205, 209 to 211 and 218 of this Act. The powers provided for in Articles 132 and 134 shall be the responsibility of the Secretariat.

The documentation and records relating to the operations carried out on the stock exchange, as well as the information provided to them by their members or by the broadcasters, shall be kept for at least five years.

The Commission may lay down by general provisions the rules to which stock exchanges are to be held in the application of their capital accounting.

Section III

Of activities and services

Item 244.- The stock exchanges will perform the following activities:

I. Those laid down in Articles 232 and 255 of this Law, for which they shall developing:

a) Negotiating operating systems.

b) Information disclosure systems to the public.

c) Monitoring and monitoring systems for operations to be held in their systems negotiation operations, as well as regarding compliance with listing and maintenance requirements of the listing of the securities.

II. Establish premises, facilities and automated mechanisms to facilitate the (a) the coordination of securities transactions by its members, as well as the promotion of securities trading.

III. List values for negotiation on the systems that you set, upon request its broadcasters, provided that the requirements laid down in its rules of procedure are satisfied.

IV. Set a special list of values called the international system of quotes as set out in this Act.

V. Provide and keep information about the securities available to the public listed on the same and their broadcasters, including the one disclosed by them, as well as the operations which are carried out on it and on the international system of quotations.

VI. Certifying the value quote, as well as the concerted operations in they.

VII. Set the necessary measures for operations to be performed on them subject to the provisions applicable to them.

VIII. Exorder self-regulation rules that regulate your activities and those of your Member States shall ensure that they comply with the requirements laid down in Article 1 (1) of Regulation (EU) No. 1 of the European Parliament and of the Council of the European Parliament and of the

.

IX. Propose to the authorities the introduction of new products and facilities for the negotiation of values.

X. Celebrate agreements with other national or foreign stock exchanges, which have to facilitate access to their trading systems.

XI. Perform necessary acts to achieve your social object.

XII. The analogous, related or complementary of the above, that are authorized to them by the Secretariat, by means of general provisions.

Article 245.- The trading operating systems of the stock exchanges should allow their members to participate on an equal footing. For this purpose, such systems shall meet the following requirements:

I. Giving access to positions, operations or facts and market information in general.

II. Identify the parts of the operations, as well as the date and time of concertation, price, volume and amount of transaction, class and type of securities and form of settlement.

III. Detect irregularities in posturing and posturing procedures operations concertation, as well as prevent the alteration and falsification of transaction logs.

IV. Contain security measures for database access that they maintain.

V. Ensure continuity in the negotiation of values.

VI. Consider contingency plans to avoid disruption, disruption, limitation and other acts or events that prevent the negotiation of the securities.

VII. Contar with mechanisms to maintain the integrity of the stock market.

Additionally, stock exchanges must have automated systems that allow them to protect and protect access to information they receive relative to the securities. and the content of the same, while it is not disclosed to the public investor through its conduit.

Stock exchanges should privilege the use of electronic means for which they will have to establish mutual identification keys to replace the signature autograph, in order to allow access to your automated systems.

Article 246.- The stock exchanges will only allow exchange houses to operate in them. In any case, such exchange houses shall comply with the requirements laid down in the internal rules of the stock exchanges.

Article 247.- Stock exchanges shall be required to formulate an internal regulation containing at least the rules applicable to:

I. The requirements to be met by the exchange houses to operate with securities listed in them, as well as the alleged suspension or exclusion of those and the persons representing them.

II. The rights and obligations of the exchange, its members and the broadcasters that list its values, as well as the applicable disciplinary and corrective measures in case of non-compliance and the procedure for making them effective.

III. The requirements that in addition to those laid down in Article 193 of this Law, comply to be authorized to operate in exchange, the proxies of the exchange houses.

IV. The listing, maintenance, and cancellation requirements of the values listed in the exchange and depending on the type of value in question, should be considered those related to the financial situation of the issuer and its shareholders, corporate governance, diversification of ownership and other necessary for the values have a wide circulation.

The special arrangements for negotiation should also be provided for, where appropriate, Stock exchanges shall determine for those broadcasters that do not comply with the above maintenance requirements, including parameters that prevent disorderly market conditions or price manipulation.

V. The requirements to be contained in the progressive adoption programs reference to Article 19, part I, point (c) of this legal order, as well as the procedures to be followed in order to verify on a regular basis the degree of progress and compliance with these programmes by the public limited liability companies Stock investment promoters.

VI. The terms in which the operations with values listed in the exchange, the manner in which they must keep their records and the cases in which the suspension of securities in particular or the market as a whole applies.

VII. The rules of operation to which members who opt to be held participate as market trainers.

VIII. The requirements and procedures for listing values on the system international quotes, as well as those relating to the suspension and cancellation of the system listing.

IX. The terms in which the values must be performed on the system International contributions, as well as the obligations of those operating in such a system.

X. The attributions to monitor that the pricing processes are performed appropriately, with transparency and integrity.

XI. The process for the adoption and monitoring of self-regulatory standards.

XII. The terms and conditions for sending and receiving the information that the Broadcasters and securities-rating institutions are obliged to provide the public.

XIII.      The basis for the practice of audits to its members or to the broadcasters listing their values in them, in order to verify compliance with the obligations under their responsibility, provided for in the regulation itself.

XIV. Measures to ensure continuity in securities trading, as well as contingency plans to avoid interruption, alteration, limitation and other acts or acts that impede such negotiation.

The Regulation and its amendments must be subject to the Commission's prior authorisation, which may make comments and modifications where it considers that the Regulation does not comply with the provisions of this Law or the healthy uses and practices of the market. The rules for self-regulation shall not be authorised, but in any event the Commission shall have the power of veto in relation to those rules.

Article 248.- Stock exchanges may suspend the listing of securities for up to 20 working days in any of the cases. following:

I. When broadcasters refrain from providing, in time and form, that information that the relevant provisions need to disseminate to the market.

II. In order to prevent them from occurring or when unordered conditions exist or operations not conforming to healthy uses or market practices.

III. When the values are no longer satisfied by the values maintenance of the listing or breach of the obligations laid down in its internal regulations.

For this purpose, stock exchanges should give notice on the same day to the broadcaster and to the Commission, which may order the suspension to be lifted. Such suspension may last for more than 20 working days, provided that the Commission so authorises, after hearing the issuing of the securities concerned. Without prejudice to the foregoing, the Commission itself may, after granting the said right of hearing, decree as a precautionary measure that the suspension shall continue in force for a period not longer than 40 working days and in addition to the 20 working days referred to in the first paragraph of this Article, in order to avoid the occurrence of disorderly market conditions or to conduct operations which do not conform to healthy uses or market practices.

Stock exchanges may also, subject to the authorisation of the Commission, cancel the listing of securities in the cases referred to in fractions I and III of this Regulation. this Article, in the case of serious or repeated breaches by the broadcasters. In order to issue the resolution, the Commission must first listen to the broadcaster concerned.

Without prejudice to the foregoing, the Commission may order the stock exchanges, in writing or through any means of communication, to be satisfied by the Commission. suspension of the listing of securities, as a precautionary measure, for a period not exceeding 60 working days, in order to prevent them from occurring or when there are disordered conditions or operations which do not conform to healthy uses or market practices; or in cases where the broadcasters fail to comply with their obligations imposes this Law, the general provisions of this Law which emanate from it or the requirements of the maintenance of the list established in the internal regulations of the bags. In order for the above suspension to continue for a longer period, the Commission should grant the broadcaster concerned the right to be heard, with the provisions of the last paragraph of Article 107 of this Law being applicable.

Article 249.- The tariffs that stock exchanges charge for services related to listing and maintaining securities and operations on the market, they must be authorised by the Commission, which shall have the power to make observations and to order modifications during the authorisation procedure.

Stock exchanges should make available to the public for consultation, free of charge and immediately, the information that the broadcasters provide to them in compliance with the provisions of this Law and other provisions of a general nature which emanate from it.

Article 250.- Stock exchanges may invest in securities representing the share capital of other securities exchanges and derivative financial instruments, institutions for the deposit of securities, central securities counterparties, clearing houses of derivative financial instruments, companies that manage systems to facilitate transactions with securities, price providers, companies that provide them with complementary or ancillary services in their the administration or the performance of its object, as well as real estate companies that own or manage goods destined for their offices.

The companies referred to in the preceding paragraph shall be subject to the inspection and surveillance of the Commission, where the stock exchanges have control over the same.

Article 251.- Stock exchanges to invest, directly or indirectly, in securities representative of the social capital of national or foreign entities of the the same type or that perform functions equivalent to those of institutions for the deposit of securities or central securities counterparties, shall require authorisation from the Commission.

Article 252.- The Commission may issue general provisions on the information to be provided periodically by the stock exchanges to the financial authorities, which may require data, reports, records, books of records, auxiliaries, documents, correspondence and in general, the information which it considers necessary in the form and terms specified in those provisions. In addition, the Commission may lay down general provisions on internal controls, risk management, prevention of conflicts of interest, social practices and auditing, transparency and fairness in respect of the services offered by the Stock Exchanges.

Article 252 Bis.- Stock exchanges shall require the prior authorisation of the Commission for the conclusion of the agreements referred to in the X fraction of the Article 244 of this Law. To grant such authorisation, the impact on the liquidity and depth of the Mexican stock market and the specificities of the foreign securities market in question shall be considered to be assessed if the market is in accordance with the principles This law provides for the international markets, as well as the existence of agreements for the exchange of information or reciprocity, as well as the uses and practices of the market that are compatible with the national market. In addition, the Commission may, by means of general provisions, lay down the requirements for the approval of the stock exchanges.

Within the framework of the agreements referred to in Article 244 (X) of this Law, the Commission, in accordance with the general provisions which it gives to the it may authorise a public offering of securities issued in markets with which the stock exchanges have concluded such agreements, to be recognised as such on national territory, and thus entered in the National Register of Values.

The general provisions referred to in the preceding paragraph shall be intended to create a legal certainty framework for the issuance of authorisations to refers to the preceding paragraph, to establish the framework of rights and obligations applicable to the broadcasters whose public offerings are listed, and to the Mexican stock exchanges that request the respective authorization, as well as to ensure the appropriate compliance with the guiding principles of the National Register of Values, among others.

Chapter III

Of the OTC trading systems

Section I

Of the societies that administer systems to facilitate operations with values

Article 253.- To organize and operate as a company that manages systems to facilitate transactions with securities, prior authorisation is required from the Commission. the agreement of its Governing Board. Such authorization shall be granted to public limited liability companies organized in accordance with the special provisions contained in this legal order and, as otherwise provided for in the General Company Law. Mercantiles. By their nature, these authorisations shall be non-communicable.

Article 254.- Authorization requests to organize and operate as a company that manages systems to facilitate transactions with securities must be accompanied by the following documentation:

I. Draft statutes of an anonymous company.

II. Relationship and information of partners, as well as likely counselors, Director-general and senior management of the company.

III.        General operating plan containing the minimum elements to be determined by the Commission by means of general provisions.

IV.         The manual of conduct that includes policies for the solution of potential conflicts of interest in the performance of their activities. Such manuals shall contain the rules to be determined by the Commission by means of general provisions.

V. Media to be used to broadcast quotes for the purpose of channelling requests or orders to carry out transactions with securities, as well as procedures for the assignment of orders and execution of operations.

VI. The other documentation and information that the Commission, in relation to Previous fractions require general provisions, after agreement of their Governing Board.

Companies that administer systems to facilitate securities transactions should give notice to the Commission about the modifications they make to the documentation referred to in this Article, within 10 working days of the date on which they are made. The Commission itself may object to such amendments within 20 working days of the date on which it receives the relevant notice, where the amendments do not comply with or contravene the provisions of this Regulation. legal and other applicable provisions. In any event, the changes made to the documentation referred to shall take effect until the end of the period of 20 working days referred to above.

Article 255.- The societies that administer systems to facilitate operations with values will perform the following activities:

I.           Disseminate quotations for the purpose of channelling applications or orders to carry out transactions with securities, derivative financial instruments and other financial assets, by the use of automated or electronic equipment. communication.

II. Providing information regarding stock quotes, instruments financial derivatives and financial assets for which they provide their services.

III. Service through systems or related communication equipment with the release of quotes to perform operations.

IV. The others referred to in their social statutes.

Operations with securities made through the systems referred to in this Article shall be deemed to be held out of stock.

Article 256.- The provision of information by companies that administer systems to facilitate securities transactions to a price provider, must be provided in the same way and with the same opportunity, cost and means of delivery, to any other price provider that requests it.

Article 257.- Companies that administer systems to facilitate securities transactions may only grant the services referred to in fractions I and III of Article 255 of this Law to credit institutions, exchange houses, and other institutional, national or foreign investors. In addition, in the case of transactions in derivative financial instruments and with foreign currency, they may provide their services to external financial institutions of the same type as those identified.

In any case, companies that manage systems to facilitate securities transactions must ensure that the operations they perform through their systems the persons referred to in the preceding paragraph, always have as a counterparty a credit institution or a stock exchange.

The financial institutions referred to in the preceding paragraph may exclusively operate on their own account in those companies that administer systems for facilitate transactions with securities. In the case of retirement fund managers and investment companies operating companies, they shall be deemed to be self-employed when they carry out transactions on behalf of the investment companies they administer.

The information provision activities referred to in Article 255 (II) of this Law may be provided to any person.

Article 258.- Companies that administer systems to facilitate securities transactions shall be prohibited from assuming the counterparty character of any of their users in operations that are channeled through their systems.

Article 259.- The Commission, upon agreement of its Governing Board, shall authorize the merger or division of the companies that administer systems to facilitate securities transactions, in terms of the provisions of Articles 132 to 134 of this Law.

The Commission may issue general provisions relating to information which the companies administering systems to facilitate transactions with securities they must present to you on a continuous and periodic basis.

The Commission may establish prudential rules aimed at preserving the quality of the activities and services of the companies that administer systems to facilitate transactions with securities on internal controls, segregation of duties, prevention of conflicts of interest, social practices and auditing, transparency and fairness in activities and services, in the protection of the market in general.

Section II

Of the OTC trading systems with non-registered shares in the Registry

Article 260.- The private offer, promotion, marketing and negotiation of shares representative of the social capital of moral persons, not registered in the Registration, through centralised information systems that facilitate the performance of such activities, may be carried out by any person and without the need to obtain authorization from the financial authorities, provided that participate in such systems and in the negotiation of institutional and qualified investors. Without prejudice to the foregoing, the persons making the offer shall notify the Commission, for statistical purposes, of the terms and conditions of the offer, within 10 working days of their completion, as well as to provide the interested in participating in relevant information.

The offer, promotion, marketing and negotiation of the above mentioned actions may be made without the intervention of securities market intermediaries. Exchange houses and credit institutions may offer mediation, deposit and administration services on such shares, without in any case being able to participate on behalf of third parties in the conduct of the operations.

Exchange houses may provide the centralized information systems for the offering and trading of shares as provided for in this article.

Article 261.- People who develop systems for the private offering and trading of shares, as set out in Article 260 of this Law, do not shall be subject to the supervision of the Commission, except in the case of financial institutions.

Chapter IV

Of the international markets

Article 262.- Stock exchanges may establish a special list of securities to be called the international system of quotations. In addition, they may establish agreements to facilitate access to their trading systems with other exchanges of national or foreign securities.

Securities trading in the said system can only be done directly by stock exchange houses and by credit institutions.

In the case of agreements to facilitate access to trading systems, the Commission will, by means of general provisions, regulate the way in which they will be to negotiate the securities to be covered by such agreements, as well as the assumptions for suspending access to the said systems, or the participants, or for revoking the respective authorisation. Exchange houses may participate in such systems only; securities may not be traded outside such systems and transactions shall be considered as being held in stock exchange.

Article 263.- In the international system of quotations, foreign values may be listed that satisfy the following requirements:

I. That are not enrolled in the Registry.

II.         That the issuers, the market of origin of the securities or the securities themselves receive, in accordance with their characteristics, the recognition which the Commission points out by means of general provisions.

III. That satisfy the requirements laid down in the internal regulations of the stock exchange respective values.

The general provisions issued by the Commission in accordance with Section II of this Article shall, inter alia, consider the direct participation of the exchange houses and credit institutions in the procedures for listing the securities and, where appropriate, those which may correspond to the broadcasters for their securities to be listed in the international system of contributions; that the investor public be disclosed, with equal opportunity, the same information that the issuer of the securities provides in the markets of origin; the conclusion of agreements between stock exchanges that ensure the disclosure of the information under the above conditions; the subscription of assistance agreements; and exchange of information between regulatory authorities, as well as international practices and practices that are compatible with the legal provisions of the country.

Article 264.- Operations on securities representative of a moral person's social capital, its equivalents or references to such securities, listed in the international system of contributions shall be considered as being made in stock exchange.

Second paragraph.-Repeated

Chapter V

Common Provisions

Article 265.- Stock exchanges will be prohibited from assuming the counterpart character of their members, in operations that are channeled through their systems. of negotiation.

Article 266.- Stock exchanges and companies that manage systems to facilitate securities transactions may apply for registration in the Register and, in their case, the public offering of the shares representative of their share capital, provided that they are in line with the provisions of the stock companies.

Article 267.- Stock exchanges and companies that manage systems to facilitate securities transactions must retain for a period of five years. written, automated or voice records relating to operations carried out through their trading systems, identifying the parties, class or series, the number, volume, price and type of transaction and, where appropriate, the form of settlement.

Chapter VI

Of revocation and dissolution and liquidation

Article 268.- The Secretariat, on a proposal from the Commission, or, hearing its opinion and prior granting of the right of hearing, may revoke the concession for operate as a stock exchange when any of the assumptions referred to in Article 269 of this Law are updated.

Dealing with companies that manage systems to facilitate securities transactions, the Commission will be responsible for revoking the relevant authorisations, where one of the assumptions referred to in Article 269 is updated.

Article 269.- The Secretariat or the Commission, as appropriate, may revoke the grant or authorization to operate as a stock exchange or company that it administers. systems for facilitating operations with values, when:

I.           Do not constitute or do not present the data relating to its registration in the Public Registry of Commerce, within a period of one hundred and eighty calendar days, counted from the date on which the concession has been notified to it or authorization, as the case may be.

II. You would not have paid the minimum capital at the time of your constitution, stock exchanges.

III. Do not start operations within a period of six months from the registration in the Public Registry of Commerce.

IV. Stop performing your social object for a period of six months.

V. Entrain in process of dissolution and liquidation.

VI.         Be declared by the failing judicial authority.

VII. Commit serious or repeated violations of legal or legal provisions administrative procedures that apply to them.

Article 270.- The dissolution and liquidation, as well as the commercial tender of the stock exchanges, shall be governed by the provisions of the General Companies Law. Mercantiles and the Law of Commercial Concourses, except as regards the following:

I. The charge of liquidator, conciliator or receiver will correspond to the person who for this effect is authorised by the Secretariat.

II. The Secretariat may request the declaration of a commercial contest.

Title X

The deposit, settlement, and compensation of values

Article 271.- The centralized service of deposit, guard, administration, clearing, settlement, and transfer of securities is considered a public service and may only be developed by institutions for the securities deposit and by the Bank of Mexico. The clearing service may additionally be provided by central securities counterparties, in terms of the provisions of Chapter II of this Title.

Chapter I

Of the institutions for the value repository

Section I

From the organization

Article 272.- To organize and operate as an institution for the deposit of securities is required to be granted by the Federal Government, which will be granted discretionally by the Secretariat, hearing the opinion of the Commission and the Bank of Mexico, to the public limited companies organized in accordance with the special provisions contained in this legal order and, in the absence of This is provided for in the General Law on Companies.

The concessions that will be granted, as well as their modifications, will be published in the Official Journal of the Federation at the expense of the interested party.

Article 273.- Grant requests to organize and operate as an institution for the securities deposit must be accompanied by documentation next:

I. Draft statutes of an anonymous company to be considered next:

a) The social name must contain the expression " institution for the deposit of values ".

b) The duration of the partnership will be indefinite.

c) The address must be located on national territory.

d) The social object will be to act as an institution for the repository of values.

II. Partners ' relationship and information, indicating the amount of social capital that will subscribe to and the origin of the resources declared by them, as well as the likely directors, general manager and principal directors of the company.

III. General plan of operation of the society comprising, at least, the Following aspects:

a) The indication of the values for which you intend to grant your services.

b) The mechanisms and systems to be used for the repository, save, administration, clearing, settlement and transfer of securities.

c) The measures to be taken to enable the exercise of the rights inherent in the repository object values.

d) The draft internal regulations covering at least the aspects to which it does reference this Law, as well as the respective manuals.

IV. Proof of bank deposit in national currency or, where applicable, securities for their market price deposited in financial institutions in favor of the Federation's Treasury, for an amount equal to ten percent of the minimum capital with which the company must be counted.

The principal and, if applicable, accessories of the said deposit will be returned to the applicant in case of withdrawal, as well as in the event that the application is denied or when operations are initiated in the terms provided for in this Law. In the event that the concession pursuant to Article 299, fractions I to III of this Law is revoked, the amount of the deposit shall be made effective.

V. The policies and guidelines that will be used for depositors to give compliance with the provisions of its rules of procedure.

VI. Other documentation and information that the Secretariat, in relation to Previous fractions require general provisions to be made.

The social statutes of the institutions for the deposit of securities, as well as their modifications, must be approved by the Secretariat. Once the approval has been obtained, they can be entered in the Public Registry of Commerce. In any event, the institutions shall provide the Secretariat, within 10 working days following the conclusion of the assembly concerned, to be authenticated by the Secretary of the Administrative Board of the assembly and, where appropriate, a public instrument showing the formalisation of the instrument. In the case of capital increases, the institutions for the deposit of securities shall not require the authorization indicated, but in any event they shall submit to the Secretariat, with at least fifteen working days in advance of the date on which they intend to the increase of capital, the information of the partners referred to in the second part of this article, period in which the Secretariat may oppose the realization of the mentioned increase in the event that it considers that there is an impediment to the persons concerned are members of the institution for the deposit of the corresponding values.

Article 274.- The institutions for the deposit of securities shall have the minimum capital to be established by the Secretariat by means of a provision of general.

The social capital of the institutions for the securities deposit shall be exclusively integrated by ordinary shares in which the rights and obligations of the institutions holders are not limited or restricted in any way. The shares shall be of equal value and shall confer the same rights and obligations on their holders.

Article 275.- The representative shares of the social capital of the institutions for the deposit of securities may only be acquired by the Bank of Mexico, exchange houses, credit institutions, retirement fund managers, investment companies, investment companies operating companies, companies distributing shares of investment companies and entities operating with the This is the nature, insurance and insurance institutions, companies control of financial groups, stock exchanges, central securities counterparties and other persons authorised by the Secretariat.

No person or group of persons may acquire, directly or indirectly, through one or more simultaneous or successive operations, shares representing ten per or more of the social capital of an institution for the deposit of securities. The Secretariat may exceptionally authorise a higher percentage.

Representative shares of the share capital should be held in the institution itself.

The transmission of the shares may only be effected in person who meets the requirements set out in this Article to be a shareholder. Where, by any circumstance, a shareholder ceases to satisfy the requirements laid down by this Law, he must be separated from the company in terms of the applicable provisions. If such separation leads to the reduction of the minimum share capital, the remaining shareholders shall provide proportionally the amount necessary to reconstitute it.

Section II

Administration

Article 276.- The administration of the institutions for the securities deposit shall be entrusted to a board of directors and a director general, in their respective spheres of competence.

Article 277.- The administrative board of the institutions for the securities deposit shall be composed of a minimum of five and a maximum of fifteen members, of which at least 25% shall be independent, in accordance with the independence requirements laid down for stock companies. For each individual member, the alternate member may be appointed, on the understanding that the alternate members of the independent directors must have this same character.

The board will have the participation of a representative of the Bank of Mexico, as well as a person representing the development banking institutions. designated by the Secretariat, when the latter or some of the latter are members of the institution for the securities deposit in question, in which case some and others shall have the status of independents.

In no case may the persons participating in the social capital of financial institutions or performing in these positions, jobs or fees, except in the case of independent directors in any of the financial institutions mentioned.

Article 278.- The Management Board may establish the committees it deems necessary for the best performance of the functions of the society, but in all he must have at least one committee responsible for the audit functions, which shall be chaired by an independent counsel.

Article 279.- The institutions for the deposit of securities shall be subject, as the case may be, to the provisions of Articles 26, penultimate and last paragraphs, 121, 123, second paragraph, 124, first, second and penultimate paragraphs, 127 to 129, 131, second paragraph, 132 to 134, 205, 206, 209 to 211, 218, 236, 241, last paragraph and 243, second paragraph, of this Act. The powers provided for in Articles 132 and 134 shall be the responsibility of the Secretariat.

The Commission may lay down by general provisions the rules to which the institutions for the deposit of securities in the application are to be held of its accounting capital.

The Commission may issue general provisions on the information to be provided by the institutions for the deposit of securities on a regular basis. the financial authorities, for which it may require data, reports, records, books of records, auxiliaries, documents, correspondence and in general, the information it deems necessary in the form and terms specified in those provisions. In addition, the Commission may lay down general provisions on internal controls, risk management, prevention of conflicts of interest, social practices and auditing, transparency and fairness in respect of the services offered by the institutions for the deposit of securities.

Section III

Of activities and services

Item 280.- The institutions for the securities repository will perform the following activities:

I. Grant the deposit services, save, administration, compensation, settlement and transfer of securities entered in the Register, in favour of:

a) National or foreign financial entities.

b) Other persons meeting the characteristics established by the Commission by way of provisions of a general nature.

II. Grant deposit, guard, administration, clearing, settlement, and the transfer of securities and the provision of other services which are inherent in the functions which are their own in favour of financial institutions, national or external credit institutions or institutions for the deposit of foreign securities, as well as receive such services from the entities concerned, in accordance with the general provisions issued by the Commission.

III. Deliver values that remain in repository, using annotations in account that take their depositors for the purposes of the operations they carry out on those securities or in accordance with the instructions they receive from them, and to record by means of the relevant seats in respect of the property rights of the depositors.

IV. Provide services for clearing and settlement of transactions with securities to be made by their depositors, without assuming the counterparty character in such transactions.

V. Operate trading systems for their depositors to conduct business loan of securities, as provided for in Article 258 of this Law.

VI. Intercoming in transactions by which securities are provided on the securities which are deposited with them, without liability for the execution of the garment, unless they act in a negligent manner or in contravention of the instructions of the depositor.

VII. Taking the register of shares representative of the corporate social capital anonymous and carry out the corresponding inscriptions in the terms and for the purposes referred to in Articles 128 and 129 of the General Law of Companies.

VIII. Exorder certifications of the acts they perform in the exercise of the functions his position.

IX. Manage the values that are delivered to them in the repository, at the request of the depositor, in which case they can only make effective the property rights deriving from them. In the case of depositors domiciled abroad, the institutions for the deposit of securities may exercise the corporate rights inherent in the securities, provided that, in each case, they receive written instruction on the meaning of have to comply with such representation.

X. Perform necessary acts to achieve your social object.

XI.         Develop and publish statistics with the information you obtain for the provision of your services or activities, as well as carry out and disseminate studies on such information. The above, provided that the corresponding information does not contain reserved or confidential information.

XII.       The analogous, related or complementary of the foregoing, which are authorized by the Secretariat, by means of general provisions.

Article 281.- Institutions for the deposit of securities may invest in the share capital of national or foreign companies providing services to them complementary or ancillary to those of their object, as well as central securities counterparties, provided that the Secretariat is authorised to do so, hearing the opinion of the Commission and the Bank of Mexico.

The companies referred to in the preceding paragraph shall be subject to the inspection and surveillance of the Commission, where the institutions for the deposit of securities have control over them.

Article 282.- The values that are the object of deposit in institutions for the deposit of securities, can be represented in multiple titles or in a single title that part or all of the values of the issue and the deposit. Such securities may be issued electronically in the form of a data message with an advanced electronic signature in accordance with the provisions of the Trade Code and in accordance with the general provisions of the Bank of Mexico, which shall include, inter alia, the titles which may be issued using electronic means, as well as the specific and security features to be collected for such purposes. Securities issued on printed media may be replaced electronically in the terms of this paragraph in accordance with the general provisions of the Bank of Mexico.

Dealing with nominative values, the titles that represent them will be issued with the mention of being deposited in the institution for the deposit of securities that treat, without requiring the name, address or nationality of the holders to be expressed in the document. The above mentioned mention will produce the same effects of the endorsement as referred to in Article 283 of this Law.

Also, when the station is stowed, titles that do not carry coupons will be issued. In this case, the constances issued by the said institution shall sometimes make such coupons for all legal purposes.

The broadcasters will have an obligation to issue and redeem the necessary securities, if any, with the respective coupons, when required by the institution for the securities depository to address the withdrawal requests for securities in it deposited.

The institutions for the securities deposit may act as proxy for the broadcasters for the purposes of performing the acts referred to in the preceding paragraph.

Article 283.- The deposit service referred to in this Chapter shall be constituted by the delivery of securities to the institution for the deposit of securities, which will open accounts in favour of depositors. In addition, in the case of the service of deposit of securities consisting of electronic, optical or any other technology, the reception of such securities shall be made in accordance with the provisions contained in the Trade Code.

Constituted the deposit, the transfer of the deposited securities shall be made by means of seats in the records of the institution depository without the necessary the physical delivery of the securities, or their entry into the securities or, where applicable, the recording of their emissions.

With nominative values, the titles that represent them must be endorsed in administration to the institution for the deposit of securities. This type of endorsement will have the sole purpose of justifying the holding of the securities, the exercise of the functions that this chapter confers on the institutions for the deposit of securities and legitimizing the institutions themselves to carry out the (i) the endorsement provided for in the last paragraph of this Article, without constituting in its favour any rights other than those expressly stated therein.

The acquirer of nominative values may not be opposed by the procedure laid down in this article, the personal exceptions of the obligation prior to the transmission against the author of the same.

When the nominative values cease to be deposited in the institutions for the deposit of securities, the effects of the endous in administration shall cease The institution would deposit the deposit, without liability, to the depositor who requests their return, leaving these values subject to the general regime established in the commercial laws and other legal systems applicable to them.

Article 284.- The deposits constituted by the depositors will always be made to their name, indicating, if any, which are on their own account and which are for account of third parties.

Article 285.- The depositor shall be responsible for the existence, authenticity and integrity of the securities of the deposit and the validity of the transactions which are inherent to it; therefore, the institutions for the deposit of securities shall have no liability for the defects, legitimacy or nullity of the securities or transactions themselves.

Article 286.- The institutions for the deposit of securities will be responsible for the keeping and due conservation of the securities, with the power to maintain them in their facilities, in any credit institution, or in the Bank of Mexico, in addition to the provisions of Article 280, fraction II of this Law.

Article 287.- The institutions for the deposit of securities shall return to the depositors, securities of the same nominal value, species and class of which they are subject of the repository.

Article 288.- In order to enable institutions for the securities deposit to make timely use of the property rights derived from securities they keep in deposit, the following shall be observed:

I. When a broadcaster decrees the payment of dividends, interest or other benefits or the amortisation of the securities, must inform the institutions in writing for the deposit of securities, at the following working day of the respective assembly or adopted the corresponding resolution, the rights that the holders may exercise of their values, indicating the titles or coupons against which they are shall make those rights effective, as well as the terms for their financial year, by reporting at least five working days in advance of the date of the commencement of the period laid down for the exercise of those rights.

The broadcaster must comply with the institutions for the deposit of securities with the obligations arising from the exercise of the property rights previously mentioned, on the day that such obligations are due. The institutions for the deposit of securities shall credit their depositors with such rights, on the working day following the day they have made them effective.

When you miss the delivery of the securities or, in the case of shares, do not know replace the provisional certificates with the final titles after the legal period laid down for this purpose has elapsed, the institutions for the deposit of securities shall inform the Commission of such circumstances.

II. When for the exercise of the rights referred to in the previous fraction requires that the holders of securities held by the institutions for the deposit of securities provide cash resources, which must be delivered to them at an advance of not less than two working days at the end of the period decreed by the issuer for that financial year. In the event that the respective ministries are not made within the above period, the institutions for the deposit of securities will not be required to exercise the corresponding rights, so they will have no liability if they do not carry out the duties. referred administration acts.

Article 289.- The institutions for the deposit of securities, to enforce the property rights referred to in Article 288 of this Law, shall issue a certification of the securities or coupons held in their possession, which must be delivered to the issuer within 60 calendar days after the date of compliance by the issuer, except as provided for in Article 282, paragraph fourth, of this Law, in which case the constances will have to contain the data necessary to identify the rights to be exercised.

Article 290.- The institutions for the deposit of securities shall issue to depositors non-negotiable constances on the deposited securities, which supplemented, where appropriate, by the listing of the holders of such securities which the depositors themselves make to the effect, shall serve, respectively, for:

I. Credit the ownership of the securities and the right to attend assemblies and, in the case of shares, to require registration in the register referred to in Articles 128 and 129 of the General Law on Companies.

The requirements laid down in Articles 128, fraction I, and 129 of the General Law of Trading companies shall not be required in respect of companies whose shares are deposited in an institution for the deposit of securities. Without prejudice to the foregoing, in the case of actions granting different rights, the appropriate series or class shall be noted.

For the period from the date on which the abovementioned constances are issued this fraction, until the following working day of the respective assembly, the depositors shall not be able to withdraw the securities referred to in the relevant constances.

II. Legitimize the exercise of rights that grant the values, including character procedural, in which it is necessary to display the above values.

Persons who intend to convene an assembly of shareholders or holders of securities in terms of this Law, of the social statutes, of the act of issuance or of the (a) a copy of the call shall be provided to the institutions for the deposit of securities by the day before the date of its publication. In addition, the date of closure of their attendance records must be provided to you with no less than five working days in advance. In advance to the celebration of any assembly and in order to update the corresponding inscriptions, the depositors will be obliged to provide the person who called to the assembly, the lists of holders of the values corresponding.

The constances must expressly refer to the type and quantity of values they represent from the broadcaster.

Article 291.- The certifications by the general manager or directors of the institutions for the deposit of securities, which have the power to do so, in respect of the rights deriving from the records relating to the services provided by those institutions to the depositors, they shall be implemented, provided that they are accompanied by the documents in which they are the origin of the acts which They gave place, certificates equally by the persons identified.

Article 292.- The institutions for the deposit of securities, at the request of a court or arbitrator appointed by the parties, shall open special accounts in respect of the securities held which are the grounds for litigation and shall immobilize the relevant securities by not registering any operation on them until such time as they are communicated to the court or arbitration ruling to end the dispute. The foregoing, without prejudice to the exercise of the company's rights to exercise the institution for the deposit of securities in accordance with the provisions of this Law, derived from the endorsement in his favor.

Article 293.- The institutions for the deposit of securities, at the request of their depositors, shall update the constances referred to in Article 290 of the Law issued before the corresponding assembly is carried out, provided that they are requested not later than the business day preceding the date of verification.

The person who chairs the assembly will be required to adjust the book of shareholders ' registration and grant the right to participate in the session corresponding to those who (a) credit the relevant constances for that purpose.

The institutions for the deposit of securities, when replacing the constances at issue, shall notify the assembly, as well as the depositors of the corresponding securities, on the same day as their replacement, thereby issuing a new constancy, without liability for such institutions.

Article 294.- The institutions for the deposit of securities shall formulate their rules of procedure, including, at least, rules applicable to:

I. The value repository or securities administration repository that involves the delivery, as well as the procedures for delivery or return, or for the production of deposit constances.

II. Procedures for the determination of the nomenclatures of the values on the which provide their deposit or settlement services.

III. The procedures to be followed for the entry into account, compensation and the settlement of transactions in respect of the securities of the deposit.

IV. Procedures for the exercise and, where applicable, payment of the property rights relating to the values deposited.

V. The rights and obligations of depositors, as well as contracts concluded with same.

VI. The modes for service delivery.

VII. The applicable procedures for the case of non-compliance with operations with deposited securities, held by depositors.

VIII. Conventional penalties for cases of non-compliance.

The regulation and its modifications must be submitted to the prior authorization of the Commission and the Bank of Mexico, which may make observations and modifications. where they consider that the regulation does not comply with the provisions of this Law or the healthy uses and market practices.

Section IV

Other Provisions

Article 295.- The institutions for the securities deposit may in no case give news or information on deposits and other operations or services that make or intervene, but the depositor, his legal representatives or those who have the power to dispose of the account or to intervene in the operation or service, except where they are requested by the judicial authority under providence given in judgment in which the depositor is a party or defendant and the federal tax authorities, through the Commission, for tax purposes.

Employees and officials of the institutions for the deposit of securities, in the terms of the applicable provisions, for violation of the secrecy established and the institutions for the deposit of securities, shall be obliged in case of disclosure of the secret, to repair the damage and damage caused.

As provided for in this article, it does not affect in any way the obligation of the institutions for the deposit of securities to provide the Commission with any kind of information and documents which, in the exercise of their supervisory functions, requests them in connection with the operations they hold and the services they provide, or, in order to take into account requests from financial authorities from abroad, conformity with the provisions of Article 358 of this legal order. Additionally, this article does not affect the institutions ' obligation to deposit securities to provide the Bank of Mexico with the information it requests, including the information related to holdings of securities held by the Bank of Mexico. their depositors on their own or third parties, in accordance with the provisions of Article 350 of this Law and the other applicable legal provisions.

Article 296.- The institutions for the deposit of securities will send their depositors within the first five working days after the monthly court. account status that includes in detail the movements recorded during the period from the last cut.

Depositors may object in writing or through any means agreed upon with the institution for the deposit of securities in question, the seats that appear in the statements of account, within sixty working days of the date of their receipt. Acceptance shall be deemed to be accepted with the content of the statements of account, where the depositors do not object within the time limit set out above.

Article 297.- The duties that institutions for the deposit of securities charge for their services must be authorized by the Commission, which will have ability to make observations and order modifications.

Section V

Of revocation and dissolution and liquidation

Article 298.- The Secretariat, on a proposal from the Commission or the Bank of Mexico, or, hearing the opinion of those authorities, and prior to granting an audience, may revoke the concession to operate as an institution for the deposit of securities, in the cases referred to in Article 299 of this Law.

Article 299.- The Secretariat may revoke the grant to operate as an institution for the deposit of securities, when:

I. Do not constitute or not present the data relating to your registration in the Register Public of Commerce, within a period of one hundred and eighty calendar days, counted from the date on which the concession has been notified to it.

II. You have not paid the minimum capital at the time of your constitution.

III. Do not start your operations within six months from the registration in the Public Registry of Commerce.

IV. False repeatedly for cause attributable to it to fulfill the obligations derived from contracts concluded with the users of their services.

V. Stop performing your social object for a period of six months.

VI. Between the dissolution and settlement process.

VII. Be declared by the failing judicial authority.

VIII. Comet serious or repeated violations of legal provisions or administrative that are applicable to you.

Article 300.- The dissolution and liquidation, as well as the commercial contest of the institutions for the deposit of securities, shall be governed by the provisions of the Law General de Sociedades Mercantile and the Law of Commercial Concourses, except as regards the following:

I.           The charge of liquidator, conciliator or liquidator shall be the responsibility of the person authorised by the Secretariat.

II. The Secretariat may request the declaration of a commercial contest.

Chapter II

Of the central securities counterparties

Section I

From the organizationn

Article 301.- Activities aimed at reducing the risks of non-compliance with the obligations of intermediaries in the securities market, assuming the character of the creditor and the mutual debtor of the rights and obligations arising from transactions with previously agreed securities on own account or third parties between such intermediaries, by means of novation, shall be deemed to be a service public and may only be carried out by central counterparties of values.

To organize and operate as a central securities counterparty requires the granting of the Federal Government, which will be granted discretionally by the Secretariat, prior to opinion of the Commission and the Bank of Mexico, to the public limited liability companies organized in accordance with the special provisions contained in this legal order and, as far as is not provided for by the latter, in the provisions of the General Law of Mercantile Companies.

The concessions that will be granted, as well as their modifications, will be published in the Official Journal of the Federation at the expense of the interested party.

Article 302.- Grant requests to organize and operate as a central counterparty of securities shall be accompanied by the following:

I. Draft statutes of an anonymous company to be considered next:

a) The social name must contain the expression " central counterparty of values ".

b) The duration of the partnership will be indefinite.

c) The address must be located on national territory.

d) The social object will be to act as a central counterparty of values.

II. Partners ' relationship and information, indicating the amount of social capital that shall subscribe to and the origin of the resources declared by them, as well as the likely directors, director-general, principal directors of the company and members of the collegiate bodies referred to in Article 306 of this Law.

III. General plan of operation of the society comprising at least:

a) The indication of the type of operations in respect of which it intends to act as central counterparty of values.

b) The system and risk management mechanisms to limit and reduce the exposure of the central securities counterparty to the participants, the way in which the counterparty will have access to sufficient funds to meet its obligations and the operational, prudential and self-regulatory standards which shall be used. Such a system shall be intended to ensure compliance with the obligations arising from transactions in which a central securities counterparty acts as a creditor and a reciprocal debtor.

c) The measures that you will take for the operational and financial supervision of the securities market intermediaries which are their partners and by which they act as a debtor and mutual creditor.

d) Draft internal regulations covering at least the aspects to which it does reference this Law.

IV. Proof of bank deposit in national currency or, where applicable, securities for their market price deposited in financial institutions in favor of the Federation's Treasury, for an amount equal to ten percent of the minimum capital with which the company must be counted.

The principal and, if applicable, accessories of the said deposit will be returned to the applicant in case of withdrawal, as well as in the event that the application is denied or when operations are initiated in the terms provided for in this Law. In the event that the concession is revoked as provided for in Article 320, fractions I to III, of this Law, the amount of the deposit and the accessories shall be made effective.

V. The policies and guidelines for the resources you will receive from your debtors and reciprocal creditors to ensure compliance with their obligations, as well as the investment programme of those resources and the procedure for their implementation.

VI. Other documentation and information that the Secretariat, in relation to Previous fractions require general provisions to be made.

The social statutes of the central securities counterparties, as well as their modifications, shall be approved by the Secretariat. Once the approval has been obtained, they can be entered in the Public Registry of Commerce. In any event, the said entities shall provide the Secretariat, within ten working days following the conclusion of the corresponding assembly, to be authenticated by the Secretary of the Administrative Board, the minutes of the minutes. of assembly and, where appropriate, a public instrument in which the formalisation of the instrument is recorded. In the case of capital increases, the central securities counterparties shall not require the indicated authorisation, but in any event they shall submit to the Secretariat, at least 15 working days in advance of the date on which they intend to carry out the increase in capital, the information of the partners referred to in section II of this article, period in which the Secretariat may oppose the realization of the mentioned increase in the event that it considers that there is an impediment to the persons concerned are partners of the relevant central counterparty of securities.

Article 303.- Central counterparties shall have the minimum capital to be established by the Secretariat, by means of general provisions.

Ordinary shares representing the social capital of central securities counterparties may only be acquired by stock exchanges, institutions for the securities deposit, exchange houses, credit institutions or persons authorised by the Secretariat.

The representative shares of the capital of which the exchange houses and credit institutions are the holders, will be affected by real and preferential guarantees for to ensure timely and timely payment of the obligations of such entities vis-à-vis the company, for which they shall be deposited with such a character in an institution for the deposit of securities. The above, without the effect of the provisions laid down in Article 139 of the General Law on Companies.

In the event that the performance of the security referred to in the preceding paragraph is made necessary, the management board of the central securities counterparty (a) to cancel the corresponding shares, which shall be kept in cash and the corresponding resources shall be used to cover the obligations of the partner to the company up to the value of the shares. The above, without the effect of the provisions laid down in Article 134 of the General Law on Companies.

When the cancelled action is representative of the fixed minimum share of the share capital, the management board that cancels it must convene a general meeting of shareholders, so that it, within a period not exceeding six months from the date of cancellation, agrees the respective amendment to the social statutes.

Article 304.- No person or group of persons may acquire, directly or indirectly, through one or more simultaneous or successive operations, actions that represent 10% or more of the share capital of a central securities counterparty. The Secretariat may exceptionally authorise a higher percentage.

Section II

Administration

Article 305.- The management of the central securities counterparties shall be entrusted to a board of directors and to a director-general, in their respective spheres of competence.

The board of directors will be composed of a minimum of five and a maximum of fifteen members, of which at least twenty-five percent will have to be (a) independent, in accordance with the independence requirements for stock companies. For each individual member, the alternate member may be appointed, on the understanding that the alternate members of the independent directors must have this same character.

In no case may the persons participating in the social capital of financial institutions or performing in these positions, jobs or fees, except in the case of independent directors in any of the financial institutions mentioned.

Article 306.- The management board of the securities central counterparties shall have at least three collegiate bodies to be charged respectively to perform the following functions:

I.           The first shall determine and apply the risk management system and issue rules of an operational, prudential and self-regulatory nature applicable to the company and its reciprocal debtors and creditors.

II. The second will monitor compliance with the rules cited in the fraction previous.

III. The third party will apply disciplinary measures for non-compliance with the rules cited in section I of this article.

Section III

Of activities and services

Item 307.- The value central counterparties will perform the following activities:

I. Constituency as debtor and mutual creditor in securities transactions previously agreed, in terms of the provisions of Article 301 of this Law. They may only act with the referred character in the following cases:

a) With persons authorized under this or other laws to grant services of intermediation in the securities market, which are its partners, who may participate in their own or third-party accounts.

b) In operations other than those indicated in this fraction when authorized by the Secretary, listening to the opinion of the Bank of Mexico and the Commission.

Central securities counterparties shall assume such a character in respect of transactions with securities which comply with the applicable legal and administrative provisions as well as the rules governing the relationship of those counterparties to their partners.

II. Establish and apply procedures to manage risks and address defaults.

III. Require its liquidating partners to reduce the risk on the transactions with securities in which it is established as a mutual creditor and debtor, in the event that the partners cease to fulfil their obligations to the central securities counterparty. Such resources shall be maintained in a fund of contributions made up in the company itself.

IV. Require its settlement partners, in respect of securities transactions the resources necessary for the proper functioning of the risk management system, which must be kept in a clearing fund, constituted in the company, for the purpose of the proper functioning of the risk management system, are to be established as a mutual creditor and debtor; to mutualise with its partners the non-performance of obligations and, in its case, the losses.

V. Receive and administer the resources identified in fractions III and IV above.

VI. Self-perform purchase and purchase transactions of securities for the (a) compliance with the obligations of the central counterparty of securities, and the services of a person who, in terms of this or other law, is authorized to provide intermediary services, shall be contracted to do so; on the stock market.

VII. Hire credits and loans for the achievement of your social object, compliance with the provisions issued by the Bank of Mexico.

VIII. Ensure the operations referred to in fractions VI and VII of this Article.

IX. Exorder certifications from the acts you perform in the exercise of your functions.

The certifications by the general manager or managers of the counterparties (a) central securities, which have the power to do so, in which the non-compliance with the obligations of their mutual creditors and debtors vis-à-vis the company, shall be implemented, provided that they are accompanied by the documents in the which have the obligations which gave rise to them, also certified for the persons identified.

X. Participate in the social capital of national or foreign companies that provide additional or ancillary services to those of their object, subject to authorisation by the Secretariat.

XI. Perform necessary acts to achieve your social object.

XII. The analogous, related or complementary of the above, that are authorized to them by the Secretariat, by means of general provisions.

Article 308.- Persons authorized under this or other laws to provide brokerage services on the stock market shall agree with each other if have to compensate and liquidate the operations they hold with the participation of a central securities counterparty, in which case they shall designate the latter.

The persons referred to in this Article that do not compensate and liquidate any securities transactions through a central securities counterparty shall be obligated to inform your clients in advance.

Article 309.- The obligations that central securities counterparties have with their reciprocal debtors and creditors shall be extinguished by way of compensation. the amount that corresponds.

The settlement of balances of cash and securities or goods resulting from the obligations arising after the compensation referred to in the paragraph above, it shall be made through the financial institutions authorized by this or other laws to make the corresponding transfers.

Article 310.- The resources referred to in Section 307, fractions III and IV of this Law, which the central securities counterparties receive from the Securities market intermediaries, which are their partners, shall be transferred to the sole purpose of the purpose of each fraction.

Article 311.- Central securities counterparties shall report to the Commission, the Bank of Mexico and persons holding the transactions in which they are they constitute a debtor and a mutual creditor, when they cease to assume such a character in respect of any of these. In this case, they shall be entitled to give advance payment of the obligations of that person and to apply without restriction any resources received to ensure compliance with the obligations.

Article 312.- Central securities counterparties may disclose the information in their procedures for managing risks, their financial and financial resources. amount of the resources they receive to ensure compliance with the obligations of their reciprocal debtors and creditors.

Article 313.- Central securities counterparties shall keep their debtors and creditors informed of compliance with or non-compliance with their obligations. obligations, as well as the contributions to be made and the excesses in them.

Article 314.- Central securities counterparties shall be required to carry out special accounts, in terms of general provisions determines the Commission, in order to register the resources received from persons authorised under this or other laws, to provide intermediary services in the securities market which are their partners, both on their own account, and third parties.

Article 315.- Central securities counterparties shall formulate their rules of procedure, which shall contain at least the rules applicable to:

I. The requirements to be met by people who conform to this or other laws they are authorised to provide intermediary services, in order for the company to become a debtor and a mutual creditor, as well as the assumptions in which it would not assume or cease to have such a character.

II. The procedures and systems through which they will be compensated and cleared operations.

III. The rights and obligations of the society and the persons identified in the Section I of this article.

IV.         The procedures for managing risks; the mechanisms for obtaining financial resources that enable it to cover its obligations; the operational and prudential rules applicable to the central securities counterparty and to creditors and reciprocal debtors of the latter; the process for the adoption and supervision of such rules, as well as those of self-regulation they issue; the disciplinary and corrective measures to be applied in the event of non-compliance, as well as the procedure for to make such measures effective.

V. The procedure for the application of the resources to which the Sections III and IV of Article 307 of this Law.

VI. The procedures for modifying the regulation.

The regulation and its modifications must be submitted to the prior authorization of the Commission and the Bank of Mexico, which may make observations and modifications. where they consider that the Regulation does not comply with the provisions of this Law or the healthy uses and market practices. The self-regulation rules will not be required, but in any case, the Commission and the Bank of Mexico will have the right of veto in relation to these rules.

Article 316.- The Commission, without prejudice to other articles, in respect of central securities counterparties, shall have the powers of following:

I. Monitor the operation of risk management procedures, the sufficiency of resources to meet their obligations, compliance with their operational, prudential and self-regulatory standards, as well as the application of disciplinary measures in the event of non-compliance.

II. Order modifications to the risk management procedures and the how to apply resources to meet your obligations.

III.        Issue the necessary regulation to facilitate the proper functioning and risk management of central securities counterparties, the performance of transactions in which they are established as a debtor and a mutual creditor; efficiency of clearing and settlement procedures and systems, as well as the adequate investment of their resources.

The powers contained in fractions II and III of this article will be jointly exercised by the Commission and the Bank of Mexico.

The Commission and the Bank of Mexico, in the field of their competence, may request all information and documents to be determined by means of a general.

Article 317.- The duties that central securities counterparties charge for their services shall be authorized by the Commission, which shall have the power to make comments and order modifications during the authorization procedure.

Article 318.- Central securities counterparties shall be subject, as the case may be, to the provisions of Articles 26, penultimate and last paragraphs, 121, 123, second paragraph, 124, first, second and penultimate paragraphs, 127 to 129, 131, second paragraph, 132 to 134, 205, 206, 209 to 211, 236, 237, second paragraph, 238, 241, last paragraph and 243, second paragraph, of this Act. The powers provided for in Articles 132 and 134 shall be the responsibility of the Secretariat.

The Commission may lay down by general provisions the rules to which the central securities counterparties are to be subject in the application of their accounting capital.

Section IV

Of revocation and dissolution and liquidation

Article 319.- The Secretariat, on a proposal from the Commission or the Bank of Mexico, or, hearing the opinion of those authorities, and prior to granting an audience, may revoke the concession to operate as a central counterparty of securities, in the cases referred to in Article 320 of this Law.

Article 320.- The Secretariat may revoke the concession to operate as a central counterparty of securities, when:

I. Do not constitute or not present the data relating to your registration in the Register Public of Commerce, within a period of one hundred and eighty calendar days, counted from the date on which the concession has been notified to it.

II. You have not paid the minimum capital at the time of your constitution.

III. Do not start your operations within six months from the registration in the Public Registry of Commerce.

IV. False repeatedly for cause attributable to it to fulfill the obligations derived from contracts concluded with the users of their services.

V. Stop performing your social object for a period of six months.

VI. Between the dissolution and settlement process.

VII. Be declared by the failing judicial authority.

VIII. Comet serious or repeated violations of legal provisions or administrative that are applicable to you.

Article 321.- The dissolution and liquidation, as well as the commercial contest of the central securities counterparties, shall be governed by the provisions of the General Law of Companies and the Law on Commercial Concourses, except as regards the following:

I. The charge of liquidator, conciliator or receiver will correspond to the person who for this effect is authorised by the Secretariat.

II. The Secretariat may request the declaration of a commercial contest.

III. The resources referred to in Section 307, fractions III and IV of this Law are they shall, at the end of the day, be used in accordance with those fractions.

The surplus resources referred to in paragraph III above, received from their partners on behalf of third parties whose securities transactions have been compensated and settled in their entirety, they may be excluded or separated from the process of dissolution, liquidation or commercial tender of the central counterparty of securities and returned to the relevant partners, who would accept them in their own name and on behalf of the third parties.

The same regime applies to those referred to as surplus resources, received from partners, on their own account, provided that there are no obligations to their position and in favour of the central counterparty of values.

Title XI

From other entities involved in the development of the stock market

Chapter I

Of the price providers

Article 322.- Activities that aim at the usual and professional provision of the service of calculation, determination and supplier or supply of prices updated for the valuation of securities, derivative financial instruments on markets recognised by the financial authorities or indices, as well as the sending of information related to those activities, shall be reserved for the suppliers of prices.

For the purposes of this Law, an updated price for valuation, a market price or a theoretical price obtained based on algorithms, technical criteria and statistics and valuation models, for each of the securities, derivative financial instruments or indices. Included in the updated prices for valuation shall be those relating to the reporting and lending operations of securities, as well as transactions in derivative financial instruments.

Not to be considered as a supplier or supply of prices, the exclusive transmission or dissemination of any price with respect to securities, financial instruments derivatives or indices, by electronic, telecommunications or printed media.

Article 323.- To organize and operate as a price provider requires authorization from the Commission, with the agreement of its Governing Board. Such authorization shall be granted to public limited liability companies organized in accordance with the special provisions contained in this legal order and, as otherwise provided for in the General Company Law. Mercantiles. By their nature, these authorisations shall be non-communicable.

Article 324.- Authorization requests to organize and operate as a price provider must be accompanied by the following:

I. Draft statutes of an anonymous company.

II. Partner information and relationship, as well as probable directors, director general and senior management.

III. General operation plan.

IV. Internal Manuals containing at least the following:

a) The description of the methodology and the valuation models of the securities, derivative financial instruments and indices, as well as technical and statistical algorithms and criteria.

b) The methodology for determining interest rates, discount rates and equivalents.

c) The sources of information that you will use for the granting of your services.

V. Policies and means they will use to provide or supply prices.

VI. Project of code of conduct that will govern the performance of the society itself, thus as of the advisors and other managers involved in the process of calculation, determination and supply of updated prices.

VII. The other documentation and information that the Commission, in relation to the fractions prior to the agreement of its Governing Board, it requires general provisions.

Price suppliers shall be required to give notice to the Commission of any amendments to the documentation referred to in this Article within 10 days. The following are the following: The Commission itself may object to such amendments within 20 working days of the date on which it receives the relevant notice, where the amendments do not comply with or contravene the provisions of this Regulation. legal and other applicable provisions. In any event, the changes made to the documentation referred to shall take effect until the end of the period of 20 working days referred to above.

Item 325.- The price providers will perform the following activities:

I. Preside calculation, determination, and supplier services or price supply updated for the valuation of securities, derivative financial instruments or indices, as well as for the submission of information related to those activities, in accordance with the methodologies and models referred to in Article 324, fraction IV of that Law.

II.         Publish and disseminate ratings issued by securities rating institutions.

III.        Measure financial risks of investments made by financial institutions, as well as publish and disseminate them when they are authorized by them.

IV.         Determine and disseminate rates of interest rates and debt instruments that are representative of debt.

V. The others referred to in their social statutes.

Article 326.- Price providers must have a code of conduct that governs the performance of the company itself, as well as the directors and others. managers involved in the process of calculation, determination and supply of updated prices.

The Commission may, by means of general provisions, lay down minimum requirements to be provided for by the price suppliers in the preparation of the code. of conduct referred to in this Article.

Article 327.- Pricing providers must have a valuation committee in charge of performing at least the following functions:

I. Propose methodologies and models for valuation of securities, instruments financial derivatives and indices, as well as review these methodologies to keep them up to date.

II. Fix the controversies and observations on the methodologies of valuation presents its clients or authorities.

Article 328.- Price suppliers shall notify the Commission of updated prices for the valuation of securities, derivative financial instruments and indexes, the same day they are calculated. In addition, the price providers shall notify the changes that they make to those prices on the same day as they agree to them.

In the event that events not foreseen in the authorised methodologies are presented, the price providers will have to make the Commission's knowledge available at the moment. of their application, the alternative calculation procedure they shall use, stating the reasons for the use of the same.

Article 329.- Shareholders, board members, general manager, directors and members of the valuation committee, of the prices, may not, directly or indirectly, maintain representative shares of the share capital of financial institutions using the services of the price provider, nor shall they serve or have the character of members, advisers, commissioners or managers of those entities. Except for the above, investments made in shares representing the share capital of investment companies.

Article 330.- Price suppliers must maintain, for a period of five years, updated prices for valuation of securities, instruments financial derivatives and indices, as well as information regarding the variables used in their calculation and other data or documents related to the activities they perform.

Article 331.- Pricing providers will be prohibited from providing one or more of their users with updated pricing for a valuation related to the same. value, derivative financial instruments or indices, which differ from those delivered in respect of the same date, to another user or to other users, including their modifications.

Also, price providers will be prohibited from providing updated pricing for valuation, when they have a conflict of interest with respect to the valuation of the securities, derivative financial instruments or indices concerned.

Article 332.- The Commission, with the agreement of its Governing Board and after hearing the person concerned, may decree the revocation of the authorization to organize and operate as a price provider, when:

I.           Stop giving your services, in an unjustified manner, for a period of more than six months.

II.         Make serious or repeated breaches of the law or general provisions emanating from it.

III. Be declared bankrupt, or agree to dissolution and liquidation.

Article 333.- The Commission, upon the agreement of its Governing Board, shall authorise the merger or division of the price suppliers, in terms of Articles 132 to 134 of this Law.

The Commission may issue general provisions relating to the financial, administrative and operational information which the price suppliers must present to the Commission. continuously and periodically.

In addition, the Commission may lay down rules on internal controls, prevention of conflicts of interest, social and audit practices, transparency and fairness in the services of the price providers.

Chapter II

Of value-rating institutions

Article 334.- Activities that aim at the usual and professional service of the service consisting of the study, analysis, opinion, evaluation and An opinion on the credit quality of securities shall be reserved for securities qualifying institutions.

To organize and operate as a securities-rating institution, the Commission is required to authorize the approval of its Governing Board. Such authorization shall be granted to public limited liability companies organized in accordance with the special provisions contained in this legal order and, as otherwise provided for in the General Company Law. Mercantiles. By their nature, these authorisations shall be non-communicable.

Article 335.- Authorization requests to organize and operate as a securities rating institution must be accompanied by the following:

I. Draft statutes of an anonymous company.

II. Partner information and relationship, as well as probable directors, director general and senior management of the company.

III.        General operating program.

IV.         Internal manuals containing at least the following:

a) Description of the qualification process, in which the scale must be specified, nomenclatures and interpretation of the rating.

b) Policies and means of dissemination to the public on opinions, qualifications and analyses issued, as well as their modifications.

V. Project code of conduct that will govern the performance of the society itself, thus as of the directors and other directors involved in the process of the credit quality ruling of the securities on which they provide their services, which conforms to international standards.

VI. The other documentation and information that the Commission, in relation to Previous fractions require general provisions, after agreement of their Governing Board.

Securities qualifying institutions shall give notice to the Commission of any amendments made to the documentation referred to in this Article, of the 10 working days following the date on which they are made. The Commission itself may object to such amendments within 20 working days of the date on which it receives the relevant notice, where the amendments do not comply with or contravene the provisions of this Regulation. legal and other applicable provisions. In any event, the changes made to the documentation referred to shall take effect until the end of the period of 20 working days referred to above.

Article 336.- Value-rating institutions shall have a code of conduct governing the conduct of the company itself, as well as the directors and other directors involved in the study, analysis, opinion, evaluation and opinion of the credit quality of the securities on which they provide their services, which conforms to the international standards required in the material.

The Commission may, by means of general provisions, lay down minimum requirements to be laid down by the institutions qualifying for securities in the elaboration of the code of conduct referred to in this Article.

Article 337.- Partners, board members, CEO, commissars and managers of securities rating institutions, will not be able to to maintain, directly or indirectly, shares representative of the share capital of financial institutions to which they grant ratings in terms of this Law, nor to serve or to have the character of members, directors, commissioners or directors of such entities entities. Except for the above, investments made in shares representing the share capital of investment companies.

Article 338.- Securities qualifying institutions may in no case conclude contracts with respect to securities issued by broadcasters with which their shareholders, directors or directors involved in the process of ruling the credit quality of those securities, have conflicts of interest.

Article 339.- Securities qualifying institutions shall disclose to the public the ratings they perform on securities entered in the Register or to be (a) the provisions of Article 1 (1) of Regulation (EEC) No No 1 of the European Parliament and of the Council of the European Parliament and of the Council Such qualifications shall be carried out in accordance with the qualification process referred to in Article 335 of this Law.

The Commission shall also establish, in these provisions, the financial, administrative and operational information to be submitted by the qualifying institutions. of values.

The Commission will establish rules on internal controls, prevention of conflicts of interest, social practices and audit, transparency and equity in the services of securities rating institutions.

Article 340.- The Commission, with the agreement of its Governing Board and after hearing the person concerned, may decree the revocation of the authorization to organize and operate as a value-rating institution, when:

I. commit serious or repeated violations of this law or the provisions of a general nature emanating from it.

II. Be declared bankrupt, or agree to dissolution and liquidation.

Article 341.- Securities qualifying institutions shall be subject to the provisions of Article 330 of this Law.

The Commission shall authorise, upon the agreement of its Governing Board, the merger or division of the securities rating institutions, in terms of the provisions of the Articles 132 to 134 of this Law.

Title XII

From external audit and other services

Article 342.- Moral persons applying for the registration of securities in the Register, the broadcasters, the exchange houses, the stock exchanges, the institutions for the securities deposit and the central securities counterparties, they shall observe the provisions of this Title with respect to the requirements to be met by the moral person providing them with the external audit services, as well as the auditor The Committee of the European Union is a member of the European Parliament.

Article 343.- The external auditors who subscribe to the opinion to the financial statements representing the moral persons who provide the services External audit shall be of good repute; it shall meet the personal and professional requirements established by the Commission by means of general provisions, and shall be partners of a moral person providing professional audit services of financial statements, and meeting the control requirements (a) quality which the Commission itself establishes in the above provisions.

Additionally, the above external auditors, the moral person of which they are partners and the partners or persons who are part of the audit team, shall not be located in none of the cases of lack of independence which the Commission establishes, by means of general provisions, in which it is considered, inter alia, financial or economic dependency, the provision of additional audit services and maximum time limits during which the external auditors may provide external audit services to moral persons who request the registration of securities in the Register, the broadcasters, exchange houses, stock exchanges, institutions for the deposit of securities and counterparties core values.

Article 344.- The law licensors and independent experts who draw up opinions in terms of this Act shall meet the requirements laid down in the provisions referred to in Article 343 of this Law, except as regards being a partner of a moral person providing professional services. Those requirements shall also apply, where appropriate, to the moral person who provides the professional services to the broadcaster in question, for which, where appropriate, they are partners or for which they work.

Additionally, the licentiates in law referred to in this provision will not be able to maintain reciprocity agreements with the external auditors to hire the broadcaster, where they involve the existence of business relationships for the provision of their professional services which may result in conflicts of interest.

Article 345.- The auditor and the licensee in law, external, as well as the moral persons of whom they are partners, will be required to retain the documentation, information and other elements used to draw up the opinion, report or opinion provided to the public in accordance with this legal order, for a period of at least five years. By keeping the data and files in question, they can do so through automated or digitized means.

The external auditors should also provide the Commission with the reports and other evidence on which they support their opinions and conclusions. If, during practice or as a result of the audit, irregularities affecting the liquidity, stability or solvency of any of the financial institutions or broadcasters to which they provide their audit services are affected, they shall submit to the (a) a committee that performs audit functions, in the case of stock companies or securities investment promoters, or the supervisory body of the financial institution or broadcaster concerned, and in any case the Commission, a report detailed on the situation observed.

Article 346.- The external audit opinions and opinions of the licensed or independent external experts to be delivered to the broadcasters for the purposes of the applications for the registration of securities, authorization of public offer and fulfillment of the obligations of the delivery and dissemination of information that this Law imposes on them, will constitute information disclosed to the public directly by those persons, irrespective of whether the The radio station itself is responsible for the delivery and dissemination to the public.

The provisions of this Article shall also apply to opinions, opinions, reports, studies and a credit rating which are prepared by experts, experts, rating institutions and other persons providing their services to broadcasters.

Article 347.- People who provide external audit services, as well as opinions, reports or opinions provided for in this Act, will respond to the damages that cause the broadcaster to hire them, when:

I. Inexcusable negligence, the opinion or opinion they provide contains (

) a person who is a member of the European Parliament, who is a member of the European Parliament, or who is responsible for the work of the Committee;

II. Intentionally, in the opinion or opinion:

a) Omime relevant information that they have knowledge of, when they need to be contained in their opinion or opinion.

b) Incorporate information that is false or misleading, or, it matches the result with the an end to a situation other than that which corresponds to the reality.

c) Recomitting the celebration of some operation, opting into the alternatives, in their existing case, by that which, knowingly, will have to generate property effects which are notoriously harmful to the company or to a particular group of partners or holders of securities.

d) Suggest, accept, property, or propose that a particular transaction be recorded in contravention of the accounting principles issued or recognised by the Commission.

The actions for the unlawful acts referred to in this article shall be exercised in accordance with the provisions of Article 38 of this Law, or debt instruments, by the common representative of the security holders, with the agreement of the holder's assembly.

Article 348.- The persons referred to in Article 347 of this Law shall not be liable for any damages or damages arising from the services or opinions that they issue, when acting in good faith and without doling, update any of the following liability exclusionary:

I. Give your opinion or opinion based on information provided by the person to which they grant their services.

II. Give your opinion or opinion by adhering to the procedures and, if appropriate, methodologies, with which they have to carry out the analysis, assessment or study corresponding to their profession or trade.

Title XIII

From financial authorities

Article 349.- The Commission, the Secretariat and the Bank of Mexico, without prejudice to the privileges referred to by other articles of this or other laws, have the powers set out in this Title.

Article 350.- The Commission will have supervisory powers, in terms of its Law, regarding securities market intermediaries, advisers in investments, self-regulatory bodies, stock exchanges, companies that manage systems to facilitate securities transactions, institutions for the deposit of securities, central securities counterparties, securities rating institutions and price providers.

For this purpose, the Commission may carry out inspection visits to any of the entities or persons identified and require them, within the time limits and in the form the Commission itself establishes all the necessary information and documentation in order to verify compliance with this Law and the observance of the general provisions of this Law.

The persons referred to in this Article shall submit the information and documentation which the Commission may request from the Commission in the field of their respective powers. Secretariat and the Bank of Mexico, within the time limits, conditions and other characteristics that they establish.

The Commission shall carry out the supervision of the persons and financial entities referred to in this Article, even if they are in dissolution and liquidation or are declared in contest, in the terms indicated in this Law.

The Commission may, as a result of its supervisory powers, make observations and, where appropriate, order the adoption of measures to correct the facts, any irregular acts or omissions that you have detected in connection with those functions, in terms of this Act.

Article 351.- The Commission will have supervisory powers with respect to the broadcasters, which can be effective and in order to verify compliance with this Law and the observance of the general provisions of the law, practice inspection visits and require all kinds of information and documentation relating to the activities carried out by the broadcasters, within the time limits and in the form that the Commission itself establishes.

The Commission shall be empowered to recognize the accounting rules to be subject to the issuing of the said broadcasters in the elaboration and formulation of their statements. financial or equivalent, being able to make distinctions by type of broadcaster. The Commission may also issue rules of an accounting nature if the rules recognised in the terms of this subparagraph are insufficient, there are different alternatives to an accounting treatment or do not reflect in real terms and updated the financial situation of the broadcasters.

Additionally, the Commission may, in protection of the interests of the public investor:

I. Order that assemblies of shareholders or holders of securities be called, in cases of notorious urgency and without any judicial action in this respect.

II. Concurrir without a voice or vote to the shareholders 'or holders' assemblies values.

The Commission, in the case of foreign companies and multilateral financial institutions of an international character having securities entered in the Register, shall exercise the supervision of such broadcasters on the basis of collaboration agreements concluded with international bodies with supervisory and regulatory functions similar to those of the Commission.

Article 351 Bis.- In order to preserve financial stability, avoid disruptions or disruptions to the functioning of the financial or payment system, as well as to facilitate the proper performance of its tasks, the Secretariat, the Bank of Mexico and the Commission shall, at the request of an interested party and in terms of the conventions referred to in the last paragraph of this Article, exchange of information with each other in their possession for the purposes of obtained:

I. In the exercise of their faculties;

II. As a result of your performance in coordination with other entities, persons, or authorities or,

III.     Directly from other authorities.

To the faculty mentioned in the above paragraph, restrictions regarding the reserved or confidential information in terms of the provisions will not be opontable. applicable legal. Anyone who receives the information referred to in this Article shall be responsible, in administrative and criminal terms, in terms of the applicable law, for the dissemination to third parties of confidential or reserved information.

For the purposes of this Article, the authorities referred to in this Article shall conclude information exchange agreements in which the specify the information to be exchanged and determine the terms and conditions to which they are to be subject. In addition, such agreements must define the degree of confidentiality or the reservation of information, as well as the respective control bodies to which cases where the delivery of information is denied or its delivery is made out of the time limits set.

Article 352.- The Commission shall have powers of inspection and surveillance in respect of moral persons providing external audit services in terms of of this Law, including the members or employees of those who are part of the audit team, being able to verify the compliance with this Law and the observance of the general provisions that emanate from it:

I. Require all kinds of information and documentation.

II. Practice inspection visits.

III. Require the appearance of partners, representatives, and other employees of the Moral persons providing external audit services.

IV. Recognize auditing standards and procedures to be observed by people (a) a legal entity that provides external audit services by ruling or issuing opinions concerning the financial statements of financial institutions or broadcasters, being able to distinguish by type of entity or issuer. The Commission may also issue audit rules and procedures at the event that there are no applicable rules or procedures in relation to any matter, or where, in the opinion of the Commission itself, the rules recognised in terms of This paragraph is insufficient.

The exercise of the powers referred to in this article shall be limited to the opinions, opinions and audit practices that in this Law practice Moral persons providing external audit services.

Article 353.- The Commission shall have powers of inspection and surveillance in respect of licentiates in law that issue opinions required by the present legal order which can be effective and in order to verify compliance with this Law and the observance of the general provisions that emanate from it:

I. Require all kinds of information or documentation.

II. Practice inspection visits.

III. Require the appearance of the licensed licensee and other employees of the licensed participate in the elaboration of the legal opinions issued in compliance with the provisions of this Law.

The exercise of the powers referred to in this article shall be limited to the views expressed in this Law by law-holders.

Article 354.- The Commission, in the exercise of its powers of inspection and surveillance as referred to in Articles 159, last paragraph, 214, last paragraph, 250, last paragraph and 281, last paragraph of this legal order, and in order to verify the compliance with this Law and the observance of the general provisions that emanate from it, may:

I. Require all kinds of information and documentation.

II. Practice inspection visits.

III. Require the appearance of partners, representatives, and other employees of the person or entity in question.

Article 355.- The Commission shall be empowered to investigate, in the administrative sphere, acts or acts which allegedly constitute or may constitute an infringement of the provisions of this Law or of the general provisions which result from it.

For this purpose, as well as to verify compliance with the provisions of this Law and other general provisions emanating from it, the aforementioned Commission will be Empowered to:

I. Require all kinds of information and documentation to any person or authority which may contribute to the development of the relevant research.

II. Practice inspection visits to anyone who can contribute to the development of the research.

III. Requiring the appearance of persons who may contribute or contribute elements to the investigation.

IV. Hire the services of auditors and other professionals who assist you in This function.

Article 356.- In the event of the appearance of the hearings referred to in this Law, the Commission shall make any such questions as it deems relevant, in which case the They must respond, in protest to the truth, to the questions asked of them.

Inspection visits referred to in this Title may be ordinary, special, or research.

Ordinary visits shall be those carried out in accordance with the annual programme approved by the President of the Commission.

Special visits shall be those which are not included in the annual programme referred to in the preceding paragraph, are carried out in any of the cases following:

I. To examine and, where appropriate, correct operational special situations.

II. To track the results obtained on an inspection visit.

III. When changes or modifications are made to the accounting, legal, economic, financial or administrative of a broadcaster or financial institution.

IV. When a financial institution initiates operations after the processing of the the annual programme referred to in the third paragraph of this Article.

V. Where acts, acts or omissions are presented in broadcasters or financial institutions which have not originally been referred to in the annual programme referred to in the third paragraph of this Article, which motivate the conduct of the visit.

VI. When they derive from international cooperation.

The investigation visits shall be carried out whenever the Commission has indications of which it may be possible to carry out any conduct alleged to have been contrary to the provisions of this Law and other provisions of a general nature which emanate from it.

Article 357.- Financial institutions, broadcasters and other natural or moral persons who are the subject of an inspection visit in terms of this Law and other applicable provisions, shall be obliged to allow the staff designated by the Commission, immediate access to the place or places to be visited, their offices, premises and other facilities, including unrestricted access to the documentation and other sources of information which they consider necessary for the compliance with their functions, as well as to provide the physical space necessary to develop the visit and to make available to them the computer, office and communication equipment that they require to the effect.

In the documentation referred to in the preceding paragraph, the general or specific information contained in the above paragraph shall be understood as reports, records, record books, auxiliaries, correspondence, automated data processing and preservation systems, including any other technical procedures laid down for that purpose, whether magnetic files or microfilm, digitised or recorded documents, and procedures optical for your query or any other nature.

Article 358.- The Secretariat, the Commission and the Bank of Mexico, in the field of their competence, will be empowered to provide the financial authorities of the outside any kind of information that they deem appropriate to meet the requirements of their competence, such as documents, constances, records, statements and other evidence that such authorities have in their jurisdiction. power to have obtained it in exercise of its powers.

For the purposes of the preceding paragraph, the authorities must have an agreement to exchange information with the financial authorities that they are in question, in which the principle of reciprocity is envisaged.

The National Banking and Securities Commission will be empowered to provide foreign financial authorities with information protected by confidentiality that it holds in its possession in the exercise of its powers, acting in coordination with other entities, persons or authorities, or other authorities.

The Bank of Mexico will be empowered to provide foreign financial authorities with information protected by confidentiality provisions in its power to have obtained it directly in the exercise of its powers. Likewise, the Bank of Mexico will be empowered to provide the financial authorities with information protected or not by confidentiality provisions obtained from other authorities of the country, only in cases where it has expressly authorised in the Convention for the exchange of information, by virtue of which it has received such information.

In any event, the Commission and the Bank of Mexico may refrain from providing the information referred to in the previous two paragraphs, when the use of the intends to give to the same one for which it has been requested, contrary to public order, national security or the terms agreed upon in the respective information exchange agreement.

The Secretariat, the Commission and the Bank of Mexico will have to establish coordination mechanisms for the delivery of the information referred to in this article. the external financial authorities.

The delivery of information pursuant to this Article shall not imply any breach of the reserve, confidentiality, security or other obligations similar to be observed in accordance with applicable legal provisions.

Article 358 Bis.- The Commission, at the request of the authorities referred to in Article 358 above and on the basis of the principle of reciprocity, may make visits (a) to be inspected by the issuing of securities entered in the National Register of Securities as regards its obligations as a broadcaster or to the subsidiaries of the institutions. At the discretion of the latter, the visits may be carried out through the pipeline or, in cooperation with the external financial authority concerned, may permit the latter to carry out the visits.

The application referred to in the preceding paragraph must be made in writing, at least 30 calendar days in advance and accompanied by the following:

I.        Description of the object of the visit.

II.       Legal provisions applicable to the subject matter of the application.

The Commission may ask the external financial authorities to make visits in terms of this article a report of the results obtained.

Article 359.- The Commission, for the knowledge of the public and in the protection of the interests of investors and the market in general, may report publicly which is carrying out investigations into acts or acts relating to alleged infringement of this Law or to the general provisions of this Law which emanate from it in the exercise of its powers.

The delivery of information pursuant to this Article shall not imply any breach of the reserve, confidentiality, security or other obligations similar to be observed in accordance with applicable legal provisions.

Article 360.- The Commission, in the exercise of the powers referred to in this Law, may point out the form and terms in which financial institutions, broadcasters and other natural or moral persons who request information to them, must comply with their requirements.

In addition, the Commission may, without distinction, use the following means of award to enforce its determinations:

I. Mounting with warning.

II.         Fine of 100 to 5,000 days of salary.

III.        Additional fine for each day the infringement persists.

IV. Temporary, partial, or total closure.

V. The help of the public force.

If the award is insufficient, the competent authority may be asked to proceed against the rebel for disobedience to a legitimate mandate of authority. competent.

Article 361.- For the purposes of Article 360 of this Act, federal authorities and law enforcement or law enforcement bodies shall provide in-form issued the support requested by the Commission.

In the cases of public security bodies of the federal entities or municipalities, the support will be requested in the terms of the orders that regulate the public security or, where appropriate, in accordance with the administrative cooperation agreements concluded with the Federation.

Title XIV

Of market and crime violations and prohibitions

Chapter I

Market Bans and Violations

Article 362.- The knowledge of relevant events that have not been disclosed to the public by the broadcaster through the exchange in which they are listed, constitutes inside information for the purposes of this Law.

It will not be necessary for the person to know all the features of the relevant event so that he has inside information, provided the party he has access can affect the quote or price of the values of a broadcaster.

Article 363.- For the purposes of this Act, they are deemed to have insider information relating to a broadcaster, unless proof to the contrary:

I. The members and secretary of the board of directors, the commissioners, the General manager and other relevant managers, as well as the factors and external auditors of the broadcaster or moral persons it controls.

II. People who, directly or indirectly, have ten percent or more of the shares representing the share capital of a broadcaster or credit certificates representing such shares.

III. The members and secretary of the board of directors, the commissioners, the (a) Director-General and other relevant managers, external factors and auditors or the equivalents of the former, of moral persons who, directly or indirectly, have ten per cent or more of the social capital of the broadcaster.

IV.         The members and secretary of the administrative board, the commissioners, the director-general and the directors who occupy the immediate hierarchical level below that of the latter, the regulatory controller, the factors and dependents, or the equivalents of the foregoing, of securities market intermediaries or persons providing independent or personal services subordinated to a broadcaster, in any relevant event constituting inside information, as well as of the moral person, has or is not the character of the broadcaster, which has any relationship or relationship financial, administrative, operational, economic or legal with the broadcaster to whom the relevant event is attributed, or which has participated with any character in the event, event or event relating to the event.

V. Shareholders who, directly or indirectly, have five percent or more of the capital of financial institutions, where they have the status of broadcasters.

VI. Shareholders who, directly or indirectly, have five percent or more of the social capital of financial group controlling companies, as well as those directly or indirectly holding ten per cent or more of the share capital of other financial institutions, where all of them are part of the same financial group and at least one of the members of the group is the broadcaster.

VII. The members and secretary of the administrative board, the director general and the managers who occupy the immediate hierarchical level below that of the latter, the regulatory controller and the factors of the controlling companies and financial institutions referred to in the previous fraction.

VIII. The person or group of people who have significant influence on the broadcaster and, where applicable, in the companies that make up the business group or consortium to which the broadcaster belongs.

IX. People exercising command power on the station.

X.          Those persons who perform securities transactions by departing from their historical investment patterns on the market and who may reasonably have had access to the inside information through the persons to whom they relate Fractions I to IX above. It is understood that they could reasonably have had access to the inside information, the following persons:

a) The spouse, concubine, or concubinaire of the persons referred to in the fractions I to IX of this article.

b) People who have kinship links to consanguinity, affinity, or civil up to the fourth grade, with the persons referred to in fractions I to IX of this Article.

c) The partners, partners, and co-owners of the people to whom they refer fractions I to IX of this article.

d) Those who have had contact or sustained communication, by any means, with the persons referred to in fractions I to IX of this Article, as well as those referred to in points (a) to (c) above.

The persons referred to in this article are required to keep confidential information to which they have access, so they must refrain from using it or transmit it to another person or other person, unless, on the grounds of his employment, position or commission, the person to whom he or she is transmitted or provided must know it.

For the purposes of calculating the percentages referred to in Sections II, III, V, VI and VIII of this Article, they shall compute those shares owned by another person. on which the shareholders exercise the right of ownership or are affected by trusts on which they have the character of a trustee or trustee.

Article 364.- People with privileged information, in no case may:

I. Perform or instruct the holding of operations, directly or indirectly, on any kind of securities issued by a broadcaster or credit securities which represent them, the price of which may be influenced by such information as long as the information is privileged. Such a restriction shall also apply to any optional securities or derivative financial instruments which have as their underlying such securities or securities.

II. Providing or transmitting information to another person or other persons, except that reason for their employment, position or commission, the person to whom they are transmitted or provided must know it.

III. Issue recommendations on any kind of values issued by a broadcaster or securities which represent them, the price of which may be influenced by such information as long as the information is privileged. Such a restriction shall also apply to any optional securities or derivative financial instruments which have as their underlying such securities or securities.

Securities market intermediaries having inside information may perform transactions in respect of the securities to which such information relates, by non-related third party account, provided that the order and specific conditions of the operation come from the client, without the mediation or recommendation of the intermediary itself and regardless of the violations of this Law in which the client, if applicable, may incur.

Those who have entered into an operation having as their counterpart persons who have operated with inside information may sue in court competent compensation.

The action provided for in the preceding paragraph shall be prescribed in five years from the date of the operation. To this end, the Commission shall provide the judicial authority which is familiar with the process concerned with all the documentation necessary for its instruction.

The operations carried out by persons with privileged information, in contravention of the provisions of this Law, including those which are concerted outside the national territory having an effect within it, shall be subject to the penalties provided for in this legal order.

Article 365.- The persons referred to in Article 363 of this Law, fractions I to IX, shall be prohibited from acquiring, directly or indirectly, securities issued by a broadcaster to which they are bound or credit claims which represent them, for a period of three months from the last disposal they have carried out in respect of the securities or credit securities indicated. This prohibition shall also apply to enajenations, but in relation to the last acquisition they have made.

The period referred to in this Article shall not apply to transactions which:

I. Realize the stock market's intermediaries on their own account, the investment companies and insurance and insurance institutions.

II. Tengan for object securities issued by credit institutions, representative of a liability to his or her position.

III. Representations or acquisitions of securities made by managers or employees of a broadcaster or moral persons who are in control, acquired on the basis of the exercise of options arising from benefits or plans granted to employees, previously approved by the shareholders ' assembly of the broadcaster concerned which provide for general and equivalent treatment for managers or employees who maintain similar working conditions.

IV. Realize shareholders, directors, managers, managers, factors, auditors external, commissioners and secretaries of collective bodies, independent service providers and advisers in general of variable income investment companies and in debt instruments to which this Article applies, in respect of the shares representing the share capital of the said investment companies.

V. expressly express the Commission, in the case of:

a) Corporate restructurings such as mergers, splits, acquisitions or sales of assets representing at least ten per cent of the assets and sales of the previous social year of the broadcaster.

b) Recommends in the ownership of the broadcaster, in the case of volumes more than one percent of its share capital.

c) Public offerings.

d) Preference rights in the action subscription case.

e) Setting values for a string so that the resources obtained are acquired values from another string of the same broadcaster.

f) Get liquidity to deal with cases of urgency, haphazard or force major.

The provisions of the first paragraph of this Article shall apply to transactions with optional securities or derivative financial instruments that have as their underlying assets. securities issued by the broadcaster or credit titles that represent them.

Operations to be carried out in contravention of the provisions of this Article, including those agreements outside the national territory that have any effect (a) a financial or legal framework within which it is subject to the penalties laid down in this legal order.

Article 366.- The persons referred to in Part I to IV of this Act and the trust trustees that are constituted for the purpose of establishing plans for the option of buying shares for employees and of pension funds, pensions or seniority premiums for staff of a broadcaster or moral persons who are in control and any other fund for similar purposes, constituted directly or indirectly by that broadcaster, they may only dispose or acquire of the the issuing of such shares, the shares representing their share capital or the securities representing them, by means of public tender or auctions authorised by the Commission.

The persons and institutions of trust referred to in this article, prior to the negotiation of operations, shall consult the station with which they are located. linked, in accordance with the policies, guidelines or mechanisms that the effect has established, if it has transmitted or intends to transmit orders to acquire or place shares representative of its share capital or credit titles that the represent, in which case, such persons and trust institutions refrain from sending orders for purchase or sale, as appropriate, except in the case of public tenders.

The absence of such policies, guidelines or mechanisms will not excuse the persons and institutions of trust referred to above, from their obligation to carry out the consultation referred to in the preceding paragraph, in any case, through the person responsible who has appointed the broadcaster to operate its repurchase fund, prior to the concertation of operations.

The provisions of this Article shall apply to transactions with optional securities or derivative financial instruments which have as their underlying representative shares of the social capital of the broadcaster or credit titles representing them.

Article 367.- The persons referred to in the first paragraph of Article 366 of this Law shall not be subject to the provisions of that provision, in the case of of any of the following:

I. Transfer of actions to be performed by the broadcaster Irrevocable trust trusts, which are set up for the sole purpose of establishing plans for options for the purchase of shares for employees and for pension funds, retirements or seniority premiums for the staff of a broadcaster, persons the moral that is controlling or controlling it and any other fund for purposes Such a situation, provided that the broadcaster communicates to the public such a circumstance prior to the completion of the aforementioned transfers, making known the conditions and causes which motivate them and complying with the general provisions which issue the Commission.

The plans for stock options for employees and pension funds, (a) retirement or premium of seniority of the staff of a broadcaster or moral persons which it controls and any other fund for similar purposes must be previously approved by the shareholders ' assembly of the broadcaster concerned and provide for a general and equivalent treatment for employees who maintain similar conditions

II. Placement operations to be performed by the broadcaster fiduciary institutions referred to in the first paragraph of this Article, where such persons or institutions exercise rights derived from optional securities to be purchased in kind issued by the broadcaster, the underlying of which corresponds to the shares of the issuer or credit institutions representing them. The above, provided that the optional titles have been acquired on the secondary market by person other than the broadcaster or on public offer.

III. The acquisitions or placements of own shares or receivables that represent such actions, which the broadcaster concerned carries out with the fiduciary institutions referred to in this Article, provided that the following conditions are met:

a) That the trust institutions credit the filing of the filing, of positions of purchase or sale on the shares of the broadcaster or credit securities representing such shares, as well as the maintenance of such positions, for a period of at least one hour, in the relevant trading session.

b) That the broadcaster make known to the public, through the media that sets the bag, their intention to participate in an auction operation, at least ten minutes before the transfer to the stock exchange of positions arising from their orders.

c) The acquisition or placement is carried out through auction operations on the (i) terms of the internal rules of the stock exchange concerned in which case the fiduciary institutions referred to are to instruct the presentation of their position at the same price to which they instructed the orders referred to in the (a) above.

IV. The acquisitions or placements that the broadcaster carries out with people Article 363, fractions I and II, of this Law, in compliance with stipulations contained in agreements or contracts recognized in the statutes of the broadcaster in question, in which rights are established in favor of partners (a) a policy whose holding of securities is restricted to a certain percentage of the share capital, provided that the broadcaster communicates such a circumstance to the stock exchange, through the means that the latter establishes.

The Commission may, by means of general provisions, provide for additional derogations from those set out in this Article.

Article 368.- The dissemination of false information or misleading information about securities, or, in respect of the financial, administrative situation, is prohibited. economic, operational or legal of a broadcaster, through placement prospects, supplements, brochures, reports and other information documents and, in general, of any mass media.

The dissemination of error-inducing information shall be deemed to exist, unless otherwise proved, when in any prospectus for placement, supplement, prospectus, report, disclosure of relevant event and other information documents, has been omitted, in whole or in part, relevant information from a broadcaster, securities market intermediaries, investment advisers, external auditors, licensors in law, independent experts, price providers and institutions that qualify as securities, within the scope of their jurisdiction, or, erroneous information has been included. The above assumption shall not apply in the case of information the disclosure of which is prohibited in the applicable legislation or regulation.

Article 369.- The dissemination or delivery of false information or misleading information about securities, financial products, or the situation is prohibited. financial, administrative, economic, operational or legal of a broadcaster, by intermediaries of the securities market, proxies of these or advisers in investments. The same prohibition shall apply in respect of services advised or not advised in terms of Articles 191 and 200, fraction I, fourth and fifth paragraphs of this Law or any other service provided by the intermediaries of the stock market, proxy for these or advisors in investments.

The dissemination of information that leads to error in the assumptions referred to in the second paragraph of Article 368 shall be deemed to exist.

Article 370.- Persons who participate or intervene, directly or indirectly, in securities market acts or operations, shall be prohibited:

I. Manipulate the market.

II.         Celebrate simulation operations for the volume or price of values.

III. Distort the proper functioning of the trading system or equipment the calculation of the stock exchanges or of the companies that manage systems to facilitate transactions with securities.

IV.         Intervene in conflict-of-interest operations.

V.          Contravenir the healthy uses and practices of the market. Any act that is contrary to the purposes of this Law or any other that injures some legally protected property by the same shall be deemed to be contrary to a healthy use or market practice.

VI. Order or intervene in the holding of securities transactions, for the benefit of own or third party, knowing the existence of one or more instructions given by another or other clients of a securities market intermediary, on the same value, in anticipation of the execution of the securities.

For the purposes of this Law, market manipulation shall mean any act performed by one or more persons, through which the free movement of persons is affected or affected. interaction between supply and demand, by artificially varying the volume or price of securities, in order to obtain a profit of their own or third parties.

It shall not be market manipulation, the carrying out of stabilisation operations consisting of the purchase of shares or receivables representing such shares, carried out after the exchange has been carried out on the occasion of a public offer, in respect of securities of the same class, series or species, provided that no positions are presented at a higher price than the placing price or the price at which the offer was made. last operation on the market, whichever is less.

Article 370 Bis.- The members of the board of directors, director-general or their equivalent and other directors of the anonymous investment-promoting companies securities or stock-stock companies shall be prohibited from altering active or passive accounts or contract terms that are part of or based on their accounting records, or make or order that transactions or expenses are recorded. non-existent or the real ones of society are exaggerated.

The same prohibition shall apply to members of the Executive Board of Directors-General or their equivalent and other directors of the issuing of certificates. securities referred to in Article 62 of this Law or, as the case may be, of the person concerned, members of the technical committee, of the Fideicomunies administrator of fiduciary stock certificates referred to in Article 62 of the present Law.

Article 371.- The persons listed below will be required to establish guidelines, policies and control mechanisms, with attachment to the provisions of a general nature which the Commission may issue, in respect of transactions with securities issued by its members, directors and employees who, by virtue of their employment, position or commission, have or may have access to information privileged or confidential related to processes of registration of values in the Registration, public tenders, acquisition or disposal of shares of the issuing authority, or of transactions ordered by the investor clientele:

I. Stock market brokers.

II. The stock exchanges.

III. The institutions for the securities deposit and the central counterparties of values.

IV. Value rating institutions, price providers, and societies that administer systems to facilitate operations with values.

V. Financial institutions that are part of financial groups to which belong to multiple banking institutions, exchange houses, investment company operating companies, companies distributing shares of investment companies or financial institutions that distribute shares in investment companies.

VI.         The broadcasters.

VII.       The advisors on investments.

Article 372.- The vowels and secretary of the Board of Government of the Commission, as well as the public servants attached to it, will not be able to invest in shares representative of the share capital of a public limited company, registered in the Register, unless they do so through investment companies, trusts constituted for that sole purpose in which they do not intervene in investment decisions, in securities referring to indices or baskets of shares or in debt securities which represent shares in the share capital of two or more anonymous companies issued under trusts.

The restriction referred to in the preceding paragraph shall apply to transactions with optional securities or derivative financial instruments, which have as their underlying shares representing the share capital of a single public limited company, registered in the Register.

Chapter II

Of Crimes

Article 373.- They will be punished with prison of five to fifteen years who within the national territory, conduct intermediation with the public, without have the appropriate authority of the competent authority in accordance with this or other laws.

Article 374.- It will be punishable by imprisonment of three to fifteen years to carry out any of the following:

I.           Make public offer of non-registered securities in the Register, without the authorization of the Commission.

II. Offer private values, in contravention of what is established in the Article 8 of this Law.

Article 375.- They will be punished with imprisonment of five to fifteen years, members of the board of directors, as well as managers, employees or those who carry out charges or commissions on a securities market intermediary, which hold for itself or for a third party the resources received from a client or its securities, for purposes other than those ordered or contracted by it, causing it to do so asset damage to the client for its own economic benefit, and either directly or to through person or in favor of third party.

The same penalties will be imposed on members of the board of directors, as well as persons performing managerial duties, jobs, positions or commissions, in a securities market intermediary, where they incur the conduct of performing illicit or prohibited operations under the Law that result in property damage to the intermediary of the securities market in question for their own economic benefit, either directly or through person or third party.

Article 376.- They will be punished with imprisonment of two to ten years, board members, officers, officials, employees, proxies for conduct operations with the public, external commissioners or auditors, a stock market intermediary, stock exchange, securities depository institutions, central securities counterparties or broadcasters, which make any of the following: following behaviors:

I. Omitan to record in the accounts the operations performed or alter the accounting records or artificially increase or decrease the assets, liabilities, order accounts, capital or results of such entities, to cover the true nature of the transactions carried out or their accounting records.

II. Register or order that false data be entered in the accounts, or provide false data in the documents, reports, opinions, opinions, studies or credit rating, to be submitted to the Commission in compliance with the provisions of this Law.

III. Destroy or order the systems or records to be completely or partially destroyed accounting or supporting documentation that originates from the respective accounting entries, prior to the expiration of the legal retention periods and for the purpose of concealing their registration.

IV. Destroy or order that totally or partially destroyed, information, documents or files, including electronic files, for the purpose of preventing or obstructing the Commission's supervisory acts.

V. Destriyan or order be completely or partially destroyed, information, documents, or files, including electronic files, for the purpose of manipulating or concealing from those who have legal interest in the knowledge of the relevant data or information of the company, that it has been known to have avoided an affectation of fact or of the right of the entity, its partners or third parties.

VI. Submit documents or false or altered information to the Commission with the object of Hide their true content or context, or they settle or declare in front of this false facts.

Article 377.- Board members, directors or employees of a market intermediary shall be subject to imprisonment of three to nine years. of securities or institutions for the deposit of securities, which give news or information about the transactions, services or deposits they make or in which they intervene on behalf of their clients, in contravention of the provisions of Articles 192, First paragraph or 295, first paragraph of this Act, as applicable. The same penalty shall apply to persons who use the information referred to above without the authorisation of the holder of the contract.

Article 378.- It shall be punishable by imprisonment of two to seven years for anyone who has been removed, suspended or disabled, by firm resolution of the Commission, in terms of the provisions of article 393 of this Law, continue to perform the functions in respect of which it was removed or suspended, or, occupy a job, position or commission, within the Mexican financial system, despite being suspended or disabled for this.

Article 379.- They will be punished with imprisonment of two to six years who on the occasion of a public offer of forced acquisition of representative shares of the the share capital of a public limited liability company or securities representing such shares, registered in the Register, made in accordance with Article 98 of this Law, paying, delivering or providing any consideration, in case of or through an interposite person, that involves an economic prize or overpriced the amount of the offer, in favour of a person or group of persons determined to accept their offer or of whom they appoint.

The same penalties will be imposed on individuals who accept the offer in the terms outlined in the preceding paragraph, receive the prize or overprice.

Article 380.- It shall be punishable by imprisonment of three to fifteen years for anyone who is legally or contractually obliged to maintain confidentiality, reservation or secrecia, provide by any means, or transmit inside information to another person or other person.

The same penalties shall be imposed on persons who are legally or contractually obliged to maintain confidentiality, reserve or otherwise issue, issue or formulate recommendations based on insider trading on securities or derivative financial instruments that have as their underlying securities the price or price of which may be influenced by such information.

Article 381.- People who make use of inside information, perform or instruct the holding of operations, by themselves or through an interposite a person, on securities or derivative financial instruments which have as their underlying securities the price or price of which may be influenced by such information, and which derive a benefit for themselves or for a third party from that transaction; sanctioned according to the following:

I. With a prison of two to six years, when the amount of the benefit is up to 100,000 days of the daily general minimum wage in force in the Federal District at the time of the operation in question.

II. With a prison of four to twelve years, when the amount of the benefit exceeds 100,000 days of the daily general minimum wage in force in the Federal District at the time of the operation in question.

For the purposes of this article, it is understood to be beneficial, to obtain a gain or to avoid a loss.

The benefit and its respective calculation shall be determined for the purposes of the offence referred to in this legal precept, based on the method set out in Article 392, Section IV, point (a) of this Law.

Article 382.- Persons who participate directly or indirectly in acts of market manipulation in accordance with Article 370, penultimate paragraph of this Law, and that they obtain a benefit for themselves or for a third party, shall be sanctioned according to the following:

I. With a prison of two to six years, when the amount of the benefit is up to 100,000 days of the daily general minimum wage in force in the Federal District at the time of the operation in question.

II. With a prison of four to twelve years, when the amount of the benefit exceeds 100,000 days of the daily general minimum wage in force in the Federal District at the time of the operation in question.

For the purposes of this article, it is understood to be beneficial, to obtain a gain or to avoid a loss.

The benefit and its respective calculation shall be determined for the purposes of the offence referred to in this legal precept, based on the method set out in Article 392, fraction V, of this Law.

Article 383.- They will be punished with imprisonment of five to ten years, people who:

I. Spread by yourself or through a third party, false information about values, or in respect of the financial, administrative, economic or legal situation of a broadcaster, through placement leaflets, supplements, brochures, reports, disclosure of relevant events and other information documents and, in general, of any mass media.

II. Hide or omit to disclose relevant information or events, which in terms of this legal order should be disclosed to the public or to shareholders or holders of securities, unless their disclosure has been deferred in the terms of this Law.

Article 383 Bis.- They will be punished with imprisonment of five to ten years, officers, officials, employees and proxies to conduct operations with the public. of the intermediaries in the market of securities or advisers in investments, which in itself or through an interposite person provides false information on the services advised and not advised to provide, on the values or with respect to the situation financial, administrative, economic, operational or legal a broadcaster.

Article 384.- It shall be punishable by imprisonment of six months to two years, all who, without the consent of the holder, subtract or use the access keys to the the system for receiving orders and assigning transactions from a stock market intermediary or to trading operating systems on stock exchanges, to enter positions and to conduct transactions, making a profit for itself or for a third party. The penalty provided for in this article shall be independent of the penalty for the commission of another or other offences provided for in this chapter or other applicable laws.

Article 385.- They will be punished with imprisonment of one to two years people who by themselves or through another person or by means of commercial names, by any means of advertising are held in front of the public as intermediaries in the securities market, without the authorisation of the competent authority in accordance with this or other laws.

Article 386.- It shall be imposed from three to twelve years of imprisonment, to the members of the board of directors, director general and other directors or legal representatives of public limited liability companies or stock companies which, through the alteration of the active or passive accounts or the terms of the contracts, make or order transactions or expenses to be recorded non-existent or that the real ones are exaggerated, or that they dolously perform any act or illegal operation or prohibited by law, generating in any of those cases a breach or prejudice in the patrimony of the society in question or of the moral persons controlled by it, in its own economic benefit directly or through person interposa.

Equal penalty shall be imposed on members of the Board of Directors, Director-General or their equivalent and other directors of the stock-exchange certificates. alludes to Article 62 of this Law or, as the case may be, to the person concerned, members of the technical committee, the administrator of the fideicomitting estate who, through the alteration of the active or passive accounts or the conditions of the contracts which be a party or base its accounting records to make or order that they are registered transactions or non-existent expenses or that are exaggerated the real ones, or that they dolously carry out any act or operation illicit or prohibited by law, generating in any of those alleged a breach or prejudice in the patrimony of the society, the moral persons controlled by this or the trust in question, for their own benefit either directly or through an interposited person.

The penalty referred to in this article will be one to three years in prison when it is credited to have repaired the damage and damaged the damage caused.

The offence provided for in this Article shall not be punishable by criminal offence when persons act in accordance with Article 40 of this Law, as well as in compliance with the laws governing the acts referred to in the first paragraph of this Article.

Article 387.- Shareholders, directors and directors who order or urge managers or employees of a securities market intermediary to the commission of the crimes contained in Articles 375 to 378 and 384 of this Law, will be punished by up to one half more than the penalties provided for in the aforementioned legal precepts.

Article 388.- The offences provided for in this Law will only be pursued at the request of the Secretariat, after the Commission's opinion; except for the offences provided for in Articles 375, 377, 384 and 386 of this Law, in which case the victims, offended or the holders of the accounts, may also directly formulate the complaint.

In the case of the offence provided for in Article 386 of this legal order, only the victims or offended persons may be prosecuted for the offence. of at least thirty-three per cent of the share capital of the public limited liability company promoting stock exchange or stock exchange, or, at the request of the Secretariat, upon the opinion of the Commission, provided that they so request. victims or offended persons who hold at least ten per cent of the capital the social part of the company concerned.

The Commission may refrain from issuing the opinion referred to in this Article, in the case of crimes in which the damages caused do not exceed 25,000 days. of the daily minimum wage in force for the Federal District, provided that the damage to the victim or offence has been repaired and damaged, without any act of authority being mediated; persons who have not previously been related to unlawful acts affect the financial system; that it is not a serious crime in terms of Article 194 of the Federal Code of Criminal Procedures, and that the Commission considers that the probable perpetrators would have collaborated effectively, providing information true for the respective investigation.

In cases where the Commission has refrained from issuing the opinion referred to in the first paragraph of this Article, it shall inform the Secretariat of its determination.

The crimes contained in this Law will only admit dolous consummation. The criminal action in the crimes referred to in this Law will be prescribed in three years from the day when the Secretariat or person with legal interest has knowledge of the crime and the probable person responsible, and if they do not have that knowledge, in five years to be computed from the date of the commission of the offence.

The penalties provided for in this Law, with the exception of those referred to in Article 386, shall be reduced to one third when the damage has been repaired or the damage has been damaged. injury caused.

In the absence of this Law on crime, the provisions of the Federal Criminal Code and the Federal Code of Criminal Procedures will be in place.

Title XV

Of the administrative procedures

Chapter I

Preliminary Provisions

Article 389.- In the administrative procedures provided for in this Law, the evidence leading to the acts subject to the procedure shall be permitted provided that when they are offered within the time limit of the hearing guarantee. In the case of the confessional by the authorities, the confessional must be de-drowned in writing.

Once the right of the hearing referred to in Article 391 of this Law has been removed, or the document is filed through which an appeal is lodged. revocation, only supervenlient evidence shall be permitted, provided that the relevant resolution has not been issued.

The Commission may be entitled to the means of proof it deems necessary, and may have the effect of agreeing on the admissibility of the evidence offered. Only the evidence proposed by the persons concerned may be rejected if they are not offered in accordance with the law; they are not related to the substance of the case, whether they are inappropriate, unnecessary or contrary to morality and law. The assessment of the evidence shall be in accordance with the provisions of the Federal Code of Civil Procedure.

Termination of evidence will be issued for the relevant resolution, without the prior notification to the data subject being required to issue such a resolution.

Article 390.- The power of the Commission to impose administrative penalties shall lapse within five years, counted from the working day next to which the behavior was performed or the alleged violation was updated.

The deadline will be interrupted at the start of the relative procedures. The procedure in question shall be understood to have initiated, where the Commission gives the likely offender a hearing, in terms of the provisions of Article 391 (I) of this Law.

In order to calculate the amount of the fines as well as the cases covered by this Law on the basis of days of salary, the general minimum wage will be based on the daily minimum wage. in force in the Federal District, the day when the sanctioned conduct is performed or the assumption is updated.

The fines that the Commission imposes must be paid within 15 working days of the date of its notification. Where the fines are not paid within the prescribed period, the amount of the fines shall be updated from the month in which the payment was made and until the payment is made, in the terms established by the Fiscal Code of the Federation for this type of assumptions.

If the infringer pays the fines imposed by the aforementioned Commission within the 15 days referred to in the preceding paragraph, a reduction shall be applied in a Twenty percent of its amount, as long as it does not stand in the way of any defense.

The fines imposed by the Commission will be effective by the Secretariat, once they have been firm.

Chapter II

From imposing administrative sanctions

Article 391.- The Commission, in the imposition of administrative sanctions, as referred to in this Law, shall be subject to the following:

I.           A hearing shall be given to the alleged infringer, who within ten working days, counted from the working day following the day on which the relevant notification takes effect, shall state in writing what he or she is interested in. appropriate, provide evidence and make submissions. The Commission may, at the request of a party, extend for a single occasion the period referred to in this section, up to the same period, in the light of the particular circumstances of the case. The notification shall have effect on the working day following the day on which it is practised.

II.         if the alleged infringer does not make use of the right of hearing referred to in the preceding section within the time limit granted, or if he has exercised it, he shall not be able to fade the charges discharged against him. (a) by credit for the offences charged and the corresponding penalty shall be imposed.

III.        The imposition of penalties shall take into account, where appropriate, the following:

a) The impact to third parties or the Mexican financial system that you have produced or this producing the violation;

b) The recidivism, the causes that originated it and, if any, the actions Corrective action taken by the alleged infringer. The offender shall be deemed to have been a repeat offender and, in addition to that offence, committed the same offence within two years of the date on which the decision was signed. corresponding.

The recidivism may be punishable by a fine of equal to double the amount of the originally intended;

c) The amount of the operation in relation to which the violation was committed respective;

d) The economic condition of the offender to the effect that the sanction is not excessive, and

e) The nature of the violation committed.

IV.         Dealing with conduct qualified by this Law as serious, in addition to what is established in the previous section III, may take into account any of the following:

a) The amount of the breach or property damage caused;

b) Profit obtained;

c) Lack of good repute by the offender, as provided by the offender Law and the general provisions of law that emanate from it;

d) Inexcusable negligence or intent to act;

e) That the offending conduct referred to in the administrative process may be constitutive of a crime, or

f) The other circumstances that the Commission considers applicable for such purposes.

The sanctions will be imposed by the Board of Government of the Commission, which may delegate that power to the nature of the infringement or the amount of the fine, the President or other public servants of the Commission itself.

Taking into account the circumstances of each case, the Commission may, in addition to the imposition of the appropriate sanction, admonish the infringer, or only (a) to consider, in the light of their personal history, the seriousness of the conduct, that there is no evidence of any interest in third parties or of the financial system itself, which has caused damage to the interests of third parties; repaired, as well as the existence of attenuants.

In the case of moral persons, the fines may be imposed on both those persons and their directors, directors-general, managers, employees or proxies. have directly incurred or have ordered the conduct of the conduct of the infringement.

The Commission will consider as mitigating the imposition of administrative penalties, where the alleged infringer accredits to the Commission that the damage caused, as well as the fact that it provides information that it helps in the exercise of the Commission's powers, in order to be responsible.

Sixth paragraph.-Repeated

The procedures for the imposition of the administrative sanctions referred to in this Law shall be initiated regardless of the opinion of the offence, which, if necessary, issue the Commission in terms of Article 388 of this legal order, as well as of the corresponding criminal proceedings. They shall also be independent of the compensation for damages which, where appropriate, require the persons concerned by the acts in question.

Last paragraph.-Repeated

Article 391 Bis.- To protect the exercise of the right of access to government public information, the Commission is in line with the guidelines approved by the Commission. Governing Board, you must make the general public's knowledge, through your Internet portal, the penalties that the effect imposes for violations of this Law or the provisions that emanate from it, for which you must point out:

I. The name, name, or social reason for the offender;

II. The legal precept infringed, the type of sanction imposed, amount or time limit, according to corresponds, the offending conduct, and

III. The state that saves the resolution, indicating whether it is firm or whether it is liable to be contested and in the latter case if any means of defence and its type have been brought, where such circumstances are known to have been duly notified by competent authority.

In any event, if the penalty imposed is left without effects by any competent authority, such a circumstance should also be published.

The above information will not be considered as reserved or confidential.

Article 392.- The violations of this Law or the general provisions that result from it, will be sanctioned with administrative fine that will impose the Commission, on the basis of days of salary, according to the following:

I.          Fine of 10,000 to 100,000 days of salary, to:

a) Financial institutions as well as the natural and moral persons regulated by this Law, which do not comply with the requests for information and documentation that are requested by the Secretariat, the Bank of Mexico and the Commission within the scope of their respective competencies, within the time limits, conditions and other characteristics that they themselves set.

The same penalty shall apply to financial institutions as well as natural persons or Legal entities governed by this Law that do not comply with the provision of information that, in accordance with the applicable provisions, have to submit periodically to the Secretariat, the Bank of Mexico or the Commission,

b) Mexican moral people who directly or through trusts or figures similar or equivalent, make offer of securities abroad, in contravention of the provisions of the second paragraph of Article 7 of this Law.

(c) The members of the committees carrying out the audit or audit functions In the case of the Commission, the Commission has taken into account the fact that, in the case of the Commission, the Commission has not been able to make a decision on the application of Article 42 of this Law, as well as the general managers of such companies that they omit to comply with the obligations laid down in Article 44, fractions IV and V, of this legal order. Likewise, to the holders of the areas of finance and legal or their equivalents that do not comply with their obligation to review, in the field of their respective competences, as well as to subscribe to the reports referred to in article 104 of this Law.

d) The directors and general manager of the stock companies, which omit make known to the public investor their opinion regarding the price of the offer and the conflicts of interest they have, as well as the decision they will take with respect to the securities of their property, in accordance with the provisions of Article 101, second and third paragraphs, of this Law.

e) Repeals

f) Repeals

g) Related persons of an anonymous company whose representative shares of the social capital are registered in the Register, which omit to provide the reports referred to in Article 110 of this Law.

h) People or groups of people who, directly or indirectly, have ten percent (a) one or more of the shares representing the share capital of stock-stock companies, as well as the members of the board of directors and relevant directors of such companies, who omit to inform the Commission and, in the cases in which they are set out by general provisions to the public by means of the means which the stock exchange establishes in respect of the shares or receivables which represent them, in respect of the acquisition or disposal carried out with those securities, in contravention of the provisions of Article 111 of the Law.

i) Exchange houses that omit to report to the Commission regarding the acquisition of actions referred to in Article 119 of this Law, in contravention of the provisions of Article 120 of this Law.

j) Repeals

k) Repeals

l) Financial institutions that use the services of natural persons who are not authorised by the Commission, in contravention of the provisions of Article 193 of this Law.

m) Financial institutions that omit to register on the same day the acts or contracts that means a change or change in the assets, liabilities, capital or involve a direct or contingent obligation, including in their order accounts, in contravention of the provisions of Article 205 of this Law.

n) People who omit to keep within the established legal deadline, the documentation and information referred to in Articles 243, second paragraph, 267, 330 or 345 of this Law.

o) Financial institutions that do not know in financial statements subject to the general provisions issued by the Commission in contravention of the provisions of Article 210, first paragraph of this Law.

p) Independent external auditors of broadcasters or financial institutions that omit to provide the Commission with the reports, opinions and other evidence in which it supports its opinions and conclusions in contravention of the provisions of Article 345, second paragraph of this Law.

q) Financial institutions that omit to give notice within the established legal period, of the opening, changing the location and closing of its offices, as well as closing its doors and suspending operations in the days indicated by the Commission, in contravention of Articles 217 or 218 of this Law.

r) Stock exchanges that suspend the listing of securities, for more than twenty days, without the authorization of the Commission, in contravention of the provisions of Article 248, second paragraph of this Law.

s) Stock exchanges and societies that manage systems to facilitate transactions with securities which do not provide the information which, by means of general provisions, establishes the Commission in contravention of the provisions of Articles 252 or 259, second paragraph of this Law.

t) Stock exchanges and financial entities participating in the system (a) international contributions, which do not take the necessary steps to ensure that the securities which are operated through such a system are acquired exclusively by institutional or qualified investors in contravention of that established by Article 264, second paragraph of this Law.

u) Persons authorized to provide intermediation services on the market values that contravene the provisions of Article 308 of this Law.

v) Central counterparties of securities that do not inform their debtors and creditors (a) reciprocal compliance or non-compliance with their obligations, as well as the contributions to be made and the excesses therein, in contravention of the provisions of Article 313 of this Law.

w) Central securities counterparties that omit to give to the Commission, the Bank of Mexico and persons who hold the operations in which they are constituted as a debtor or mutual creditor, the respective notice, when they cease to assume such a character in respect of any of these, in contravention of Article 311 of this Law.

x) Companies that administer systems to facilitate transactions with securities, price providers and securities rating institutions, which do not give notice to the Commission, within 10 working days of the date on which they make amendments to the documentation necessary to organise and operate as such, in Violation of the provisions of Articles 254, last paragraph, 324, last paragraph, or 335, last paragraph, of this Act, as the case may be.

y) Price providers who do not communicate to the Commission on the same day as agree, any changes that may be made to the updated prices for the valuation of securities, derivative financial instruments and indices, in contravention of the provisions of Article 328 of this Law.

z) Value-rating institutions that do not disclose to the public, through the (a) means to be established by the Commission by means of general provisions, the qualifications they carry out on securities entered in the Register or to be entered in the Register, as well as their modifications and cancellations, in contravention of the Article 339, first paragraph, of this Law.

aa) To broadcasters or entities that omit to set the guidelines, policies, and mechanisms the control referred to in Articles 366, third paragraph or 371 of this Law.

II.         Fine of 20,000 to 100,000 days of salary, to:

a) People who disseminate information to the general public for the purpose of promotion, marketing or advertising on securities, without the respective authorization, in contravention of the provisions of Article 6 of this Law.

b) The members of the board of directors of stock companies, which:

1.        omitan to present to the general assembly of shareholders which is held on the occasion of the closure of the social year, some of the reports referred to in points (a) to (e) of Article 28 (IV) of this Law.

2.        Refuse to determine the actions that correspond to remedy irregularities that are of their knowledge and to implement the corresponding corrective measures, as well as to order the director general to disclose to the public in the case of relevant events, in contravention of Article 28 (VII) or (IX) of this Law.

3.        Act with a lack of diligence by not disclosing to the board of directors or, where appropriate, the committees of which they are a party, information they know and which is necessary for the proper decision-making, in contravention of fraction II Article 32 of this Law.

(c) The chairmen of the committees carrying out functions in the field of social practices or the audit of stock-stock companies, which omit to draw up the annual report on their activities and submit it to the board of directors of the company, in contravention of Article 43, fractions I and II thereof, Law.

d) The members of the committee that exercises audit functions, as well as the general directors, of stock companies, which omit to comply with any of the obligations laid down in Articles 42, (II), (b), (j), (m) and (o), and 44, fractions II, VI and XI of this Act, as appropriate.

e) Stock-trading companies that acquire shares representing their capital (b) the amount of the amount to be used for the purposes of this Regulation; In the case of serious or repeated infringements, the Commission may further order the suspension of the acquisition of its own shares.

f) People who hold operations in contravention with the provisions of the Articles 57 or 370, fractions II, III and VI of this Act.

g) Broadcasters or colocers that offer publicly, promote, propalen or in any way disclose the claims of subscription or disposal of securities in contravention of the provisions of the third paragraph of Article 85 of this Law.

h) Persons authorized to make public offers of voluntary acquisition omitan to observe the provisions of Article 97 of this Law.

i) The persons or group of persons who, in contravention of the provisions of the article 109 of this Law, omitan to inform, for its dissemination to the public, through the exchange of values that corresponds, on the direct or indirect acquisition, inside or outside of some stock exchange, of ordinary shares of an anonymous society that has as a result a shareholding equal to or greater than ten and less Thirty percent of those actions.

The same sanction shall be imposed on those in contravention of the provisions of that Article, omitan to inform the stock exchange that it corresponds to, for dissemination to the public, its intention or not to acquire a significant influence in the public limited company from which it has acquired ordinary shares.

j) Stock houses, stock exchanges, institutions for the securities deposit and central securities counterparties, which do not submit to the approval and, where appropriate, the authorisation of the Secretariat or the Commission, as appropriate, their social statutes, as well as their amendments, in contravention of Articles 115, last paragraph, 235, last paragraph, 273, last paragraph, or 302, last paragraph, of this Law.

k) Financial institutions that initiate their activities without crediting the Commission compliance with the requirements set out in Articles 116 or 236 of this Law.

l) People who acquire shares in a financial institution, in violation of established in any of Articles 119, 167, 239 and 304 of this Law.

m) Financial institutions that do not have the bodies, committees or persons to be refer to Articles 126, 242, 278, 306 and 327 of this Act, as appropriate.

n) Bag houses that omit to count or do not adopt mechanisms and procedures for the protection and control of the confidentiality and security of the information referred to in Articles 177 and 220, Part II, point (c) of this Law, or which omit to keep the register referred to in Article 178 of the present legal order.

o) Financial entities that omit to have an automated system for the receipt, registration, channelling of orders and assignment of operations, in accordance with the general provisions of the Commission, in contravention of the provisions of Article 180 of this Law.

p) Stock houses or institutions for the deposit of securities, which do not comply with any of the obligations laid down in Articles 203, 284, 287, 290, 292 and 296 of this Law, as appropriate.

q) Exchange houses that invest, directly or indirectly in representative securities of the share capital of external financial institutions, without obtaining prior authorisation from the Commission, in contravention of the provisions of Article 215 of this Law, or, in breach of Article 215 of the Law, which it is necessary to obtain prior to the authorization of the Commission to contract with third parties for the provision of necessary services for its operation, in contravention of the provisions of Article 219 of this legal order.

r) Stock exchanges, institutions for the deposit of securities and counterparties central securities, which do not make their own rules of procedure in accordance with Articles 247, 294 and 315 of this Law, or which amend it without obtaining the authorisation referred to in Articles 247, last paragraph, 294, last paragraph and 315, last paragraph, of this legal order, as the case may be.

s) Stock exchanges, institutions for the deposit of securities and counterparties central securities which for their services charge fees, commissions or duties not authorised by the Commission, in contravention of the provisions of Articles 249, 297 or 317 of this Law, as the case may be.

t) Stock exchanges that directly or indirectly invest in securities representative of the share capital of national or foreign entities of the same type or performing functions equivalent to those of the institutions for the deposit of securities or central securities counterparties, without the authorisation of the Commission, in contravention of the provisions of Article 251 of the present legal order.

u) Broadcasters that do not issue and redeem the required titles and, if applicable, the coupons in contravention with the provisions of the fourth paragraph of Article 282 of this legal order.

v) Broadcasters that do not comply with the institutions for the securities deposit, with the duties to his office arising from the exercise of the property rights referred to in the second paragraph of Article 288 of this Law.

w) Exchange houses and credit institutions that do not deposit into an institution for the securities deposit, the representative shares of the share capital of a central counterparty which are owned by it, in order to ensure timely and timely payment of the obligations of such entities vis-à-vis the company; with Article 303, third paragraph of this Act.

III.        Fine of 30,000 to 100,000 days of salary, to:

a) People who make public offer of securities on national territory without these are registered in the Register, in contravention of the provisions of Article 7 of this Law.

(b) Persons performing any of the activities provided for in Articles 9, 114, 159, 160, 234, 253, 272, 301, 322 or 334 of this Law, without the corresponding authorization.

c) The members of the board of directors of stock companies approve, without the prior opinion of the respective committee, any of the cases provided for in Article 28 (III) (a), (b) and (c) of this Law.

d) Members and secretary of the board of directors, as well as managers (a) relevant to stock-holding companies acting with disloyalty or unlawfully acting against the company or moral persons in control or in which it has a significant influence, in contravention of the provisions of the Articles 34, first paragraph, 35, 36 or 46, fractions II or III of this Act.

e) The members of the committee exercising the functions of audit, of the stock-stock companies, which omit to comply with the obligations laid down in Article 42 (II) (e) and (g) of this Law.

f) Stock-trading companies which provide in their social statutes clauses which establish measures to prevent the acquisition of shares that grant control of the company, in contravention of the provisions of Article 48 of this Law.

g) Shareholders who are present or deliberate in an operation where have an interest contrary to that of the company, in contravention of Article 52 of this Law.

h) Stock companies that issue shares other than ordinary shares, without to have the authorisation of the Commission referred to in the second paragraph of Article 54 of this Law.

i) People who contravene the provisions of Article 55 of this Law:

1.        Instrumentation mechanisms to negotiate or jointly offer ordinary shares with limited voting, restricted or no voting shares.

2.        Affect in escrow ordinary shares which are intended to issue certificates of participation which represent them, in order to prevent the whole of their holders from exercising freely the voting rights which they are entitled to correspond.

j) Repeals

k) The anonymous companies and moral people you control, as well as the members of the Board of Directors and relevant directors of such companies which, in contravention of the provisions of Article 101 of this Law, carry out acts or operations which are intended to impede the development of a public offer of forcible acquisition.

l) The broadcasters who, in contravention of the provisions of Article 104 of this Law, omitan to provide the Commission or the exchange listing its securities, information or reports referred to in that Article, or, where they are submitted in incomplete form or without complying with the required requirements, terms or conditions for this. Similarly, to broadcasters who omit to draw up their financial statements in accordance with accounting principles issued or recognised by the Commission.

m) Broadcasters that do not comply with the obligation to bring control to the Article 105, last paragraph of this Law, or, where the registration is not carried out and maintained in the terms that such an article provides.

n) The broadcasters with values entered in the Register that do not comply with the obligation to inform the investor public, in the terms provided for in Article 106 of this Law, of the causes that they have given rise to the events mentioned in the article. Furthermore, when they omit to disclose to the public investor the information which, at the request of the Commission or of the exchange in which they list their securities, are obliged to report in accordance with the provisions of Article 106 of this Law.

o) Exchange houses that are located in one of the suspension scenarios to be refers to Article 138, fractions I to VIII and X, of this Law.

p) Exchange houses that are located in any of the revocation scenarios refers to Article 153, fractions IV and VI to XII of this Law.

q) Offices representing foreign exchange houses to carry out activities in the national territory other than those provided for in the general provisions issued by the Secretariat, in contravention of the provisions of Article 159, second paragraph of this Law.

r) Subsidiaries that are holding "F" shares without authorization from the Secretary, in violation of the provisions of article 166 of this Law.

s) Exchange houses, price providers and advisors on investments that contravene Articles 186, 188, fractions I and II, 196, 197, 227, fraction IV or 331 of this Act, as appropriate.

t) Financial entities that are not excused in the terms of the second paragraph of the Article 189 of this Law.

u) The members of the committee responsible for the analysis of financial products or the the person responsible for supervising compliance with the provisions on services advised and not advised, acting in contravention of the provisions of Articles 190 Bis or 190 Bis 1 of this Law, and the provisions of a general nature which of such precepts derive, provided that this does not have caused damage.

v) Stock houses that omit to maintain a global capital in relation to risks in who are engaged in their operation, in contravention of the provisions of Article 173 of this Law.

w) Exchange houses that operate out of stock the values listed in this, not counting on the prior authorisation of the Commission, in contravention of the provisions of Article 179 of this Law.

x) Exchange houses that omit to hold the securities that they acquire for account or third parties, in an institution for the deposit of securities or institutions that the Commission itself points out in contravention of the provisions of Article 182 of this Law.

y) Stock houses and institutions for the deposit of securities that give news or information on the operations and services they provide, in contravention of the provisions of Articles 192 or 295 of this Law, as appropriate.

z) Natural persons authorized by the Commission to simultaneously offer their services to more than one financial institution, in contravention of the provisions of the last paragraph of Article 193 of this Law.

aa) Exchange houses that omit to deposit a client's resources into a single institution credit by the following working day at the latest or to acquire shares representing the share capital of an investment company in debt instruments, in the respective customer's account, or to invest them in reports on government securities, in Violation of the provisions of Article 194 of this Law.

ab) Exchange houses that omit to record in account other than those that are part of their asset, funds and client securities, in contravention of the provisions of Article 206 of this Law.

ac) Stock houses and securities central counterparties that omit to open or do not carry special accounts, in contravention of the provisions of Articles 207 or 314 of this Law, as appropriate.

IV. Mults persons who violate articles 364 or 365 of this Law, as per the following:

a) Dealing with violations of the provisions of section I of Article 364 of the present legal order, fine for the amount of one to two times the benefit obtained in the operation in question, plus the amount resulting from applying to that benefit a rate equal to the arithmetic average of the returns generated by the ten investment companies in debt instruments with the largest profitability during the six months prior to the date of the operation. Where there is no benefit, fine between ten and fifty per cent of the amount of the operation.

For the benefit calculation some of the methods described in continuation, as the case may be:

1.      If the infringer carries out the operation contrary to that which gave rise to the infringement, within the next ten working days following, from the date on which the information was disclosed which had the character of privileged, will result from the difference between the prices of one and the other transactions on the basis of the corresponding volume.

2.      In the event that the relevant event relates to the conclusion of a public offer, it will result from the difference between the price of that offer or the price to which the offender has performed the operation contrary to that which gave rise to the infringement, prior to the offer, weighted by the corresponding volume.

3.      In the other cases, the difference between the arithmetic average of the prices of the corresponding values which the price suppliers make known, shall be taken during the five working days following the date on which the information was given. has been made of the public's knowledge and that of the price of the operation carried out on the basis of the corresponding volume.

b) Dealing with breaches of the provisions of Sections II and III of Article 364 of the present legal order, fine of 30,000 to 100,000 days of salary.

c) Dealing with violations as referred to in the first paragraph of Article 365 Law, fine for the amount of one to two times the benefit obtained in the operation in question. The profit shall be that resulting from the difference between the prices of one and the other transaction, taking into account the volume of the transaction. In case of no benefit, the fine will be for the amount of 10,000 to 100,000 days of salary.

V.          Fine of 10,000 to 100,000 days of salary to anyone who participates directly or indirectly in acts involving market manipulation, when the profit obtained is not quantifiable, in contravention of the Article 370, fraction I, of this Law.

If the benefit obtained is quantifiable, the fine to be imposed may be one to two This is the case, plus the amount that will result from applying the same rate to the arithmetic average of the returns generated by the ten investment companies in debt instruments with the highest return over the six months. prior to the date of the operation, provided for in accordance with the information provided by those companies to the Commission and that for the purposes of this Article it may be consulted on the website or on the website of the Commission itself.

The calculation of the profit will be obtained from the difference between the price of the last fact on the market, prior to the act of manipulation, and the one to which operations are held taking advantage of the movement generated, multiplying the differential obtained by the volume of these last operations. In the event that the benefit derives from related or related acts involving the same values and is quantifiable, the calculation shall be made on the basis of the profit obtained therein.

For non-quantifiable benefit all privilege, advantage, benefit, the prerogative or exemption, present or future, that is obtained as a result of market manipulation, in related or related acts involving the same values and which cannot be determined in money.

VI. Multa for the amount of up to twice the prize or overprice of the operation in question, if this is quantifiable, paid, delivered or provided, to persons who engage in conduct that contravene the provisions of Article 100 of this Law.

If such benefit is not quantifiable, a fine of 10,000 to 100,000 days will be imposed of salary.

VII.       Fine of 30,000 to 150,000 days of salary, to:

(a) The broker of the securities market that is trading in respect of values that do not comply with the provisions of Article 9 of this Law.

(b) Persons performing any of the activities provided for in Articles 9, 114, 159, 160, 225, 234, 253, 272, 301, 322 or 334 of this Law, without the grant, authorization or registration.

c) Broadcasters that do not disclose relevant events in terms of the Article 105 of this legal order.

d) Exchange houses that do not have a remuneration system on the terms provided for in Article 130 of this Law and the general provisions of this Law.

e) Financial entities or advisors on investments that place, distribute, or perform recommendations on securities which are the subject of a public offering without being subject to the ceilings set by the Commission, in accordance with Article 178 of this Law.

f) Financial institutions that incur any of the bans provided for in the Article 188 (III) and (IV) of this Law.

g) Financial entities or advisors on investments that issue recommendations or conduct unreasonable operations in services advised in contravention of the provisions of Article 189, third paragraph and fractions I to III of this Law.

h) Financial entities or advisors on investments that hold operations in Violation of the provisions of Article 189, fourth paragraph.

i) Financial entities or advisors on investments that provide services advised without having the policies, guidelines or internal control mechanisms referred to in Articles 189, fraction III, 190, 190 Bis and 190 Bis 1, first paragraph of this Law, or that such policies, guidelines or internal control mechanisms do not have the minimum elements laid down by the Commission by means of general provisions.

j) Financial institutions that do not have the committees or persons to which they refer Articles 190 Bis and 190 Bis 1 of this Act, as appropriate.

k) The members of the committee responsible for the analysis of financial products or the the person responsible for supervising compliance with the provisions on services advised and not advised, acting in contravention of the provisions of Articles 190 Bis or 190 Bis 1 of this Law, and the provisions of a general nature which of such precepts derive, provided that they cause damage or cause injury.

l) Exchange houses or advisors on investments that they omit to provide to their clients information including the information relating to the total costs charged for the activities and services provided to them or financial products which they offer, or returns from investment portfolios, in contravention of the provisions of the Article 191 of this Law and provisions of a general nature that of the emanen, as appropriate.

m) Financial institutions that promote or market values across the board, other than those identified by the Commission by means of general provisions referred to in Article 200, section I, last paragraph.

n) Financial entities that do not have electronic or written records which are referred to in Article 200, fractions I, fourth paragraph and II, first paragraph of this Law, in the terms stated therein.

o) Financial entities that do not include in the statements to their clients the information to be determined by the Commission by means of general provisions referred to in the first paragraph of Article 203.

p) Financial entities or advisors on investments that omit to record or document, or or, keep within the prescribed legal period, the documentation and information referred to in Articles 208 or 226, fraction II, of this Law, as appropriate.

q) Financial entities that omit to have separate business areas and Independent of the provision of investment services, in contravention of the provisions of Article 224 of this Law.

r) To advisors on investments that incur any of the bans foreseen in Article 227, fractions I to III of this Law.

s) To anyone who spreads false information or misleads in contravention of the established by Articles 368 or 369 of this Law.

t) People who hold operations in violation of the provisions of the article 370, fractions IV and V, of this Law.

u) The persons who incur the prohibition referred to in Article 370 Bis of this Law.

VIII.      Fine of 10 percent to 100 percent of the operation to persons who are required to carry out a public offer of forced acquisition in accordance with the provisions of Article 98 of this Law, do not perform it, or without complying with the requirements laid down in that legal precept.

IX.         Fine of 10,000 to 100,000 days of salary to the offenders of any other provision of this Law or of the general provisions that derive from it, different from the previous ones and that do not have specially marked sanction in this Act.

For the purposes of the provisions of fractions IV and V of this article, it shall be for the benefit of both to obtain a gain and to avoid a loss.

The sanctions that this article provides for stock companies, shareholders, members and secretary of the board of directors and relevant directors, they shall also apply to stock-investment-promoting anonymous companies, shareholders and other persons carrying out any of the above mentioned charges, where the legal precepts which are the subject of the infringement are applicable to them.

The Commission may refrain from sanctioning the persons and financial entities referred to in this Law, provided that the cause of such abstention is justified. in accordance with the guidelines which the Board of Government of the Commission may issue for such purposes, and relate to facts, acts or omissions which are not serious, there is no recidivism, no evidence to prove that it is affect the interests of third parties or of the financial system itself and do not constitute crime.

Serious violations of the provisions of Articles 6; 8; 9; 44, fraction V; 98; 104; 105; 106; 107; 114; 159; 160; 178; 188, fractions III and IV; 189, third subparagraph, fractions I to III and fourth paragraph; 190; 190 Bis and 190 Bis 1, where damage is caused; 191; 192; 196; 200, fractions I, fourth subparagraph, and II, first paragraph; 203; 205, in the case of omissions or alterations accounting records; 208; 212, fractions I for what makes the lack of presentation to the National Banking and Securities Commission, the document of policies for the identification and knowledge of the client and the user, and II, point (a) for operations not reported, as well as fraction III, points (e) and (f); 224, last paragraph; 225; 234; 253; 272; 295; 301; 322; 334; 350, third paragraph; 351, first paragraph; 357; 364; 368, 369 and 370 of this Act.

The fines referred to in this Law are independent of the suspensions, disqualifications, cancellations, interventions and revocations that may be made.

On a proposal from the President of the Commission, administrative fines may be partially or wholly waived by the Board of Directors of the Commission.

In the event that any of the violations contained in this article generate property damage or a benefit, the appropriate sanction may be imposed. equal to one and a half times the equivalent of such damage or the benefit obtained by the infringer, whichever is greater. Profit or loss avoided for itself or for a third party shall be understood for profit.

Article 393.- The Commission, regardless of the economic sanctions that it complies with this or other applicable laws and by agreement of its Governing Board, may decree the removal or suspension of three months up to five years for employment, position or commission in financial institutions, investment advisers or broadcasters, in the case of:

I.           The members of the board of directors, commissioners, managers of any level, authorised to operate with the public or stock market operators, fiduciary delegates and external auditors, of the market intermediaries of securities, investment advisers, stock exchanges, securities deposit institutions, securities central counterparties, price providers, companies that manage systems to facilitate transactions with securities and institutions Value qualifiers; when they are located in any of the following assumptions:

a) Do not have technical quality, good repute, or satisfactory credit history for the performance of their duties, where such requirements are applicable to them, as provided for in this Act.

b) Incurran in serious or repeated violations of this Law.

II. People who violate the guidelines, policies, and systems they are referring to Article 371 of this Law.

III.        The members and secretary of the board of directors and relevant directors of the broadcasters, as well as members of the technical committee of the securities and property exchange certificates broadcasters registered in the Registration, where they incur serious or repeated breaches of this Law.

IV. People who provide opinions, opinions or studies to broadcasters, which contain false information disclosed to the investor public.

In the cases referred to in Sections I (b), II and III of this Article, the Commission may in addition disable the persons concerned for carrying out a employment, position or commission within the Mexican financial system, for the same period of three months up to five years, without prejudice to the penalties that under this or other legal orders are applicable.

Additionally, in the case of natural persons obtaining the authorization in accordance with Article 193 of this Law, the Commission may determine the revocation of the where they are located in one of the assumptions provided for in Part I, points (a) and (b) of this Article.

Article 393 Bis.- Regardless of the economic sanctions that under this Law the Commission imposes on the broadcasters for infringing the provisions of the second Article 104 of this Law, because it does not prepare its financial statements in accordance with the principles of accounting issued or recognized by it, the Commission shall be empowered to require the broadcasters to modify their statements. financial support for them to adhere to these principles as well as the it sent the Commission itself and the stock exchange listing its securities for immediate dissemination to the general public through the latter.

Article 394.- For the purposes of Article 393 of this Law, it shall be understood as:

I. Emotion, to the separation of the offender from the employment, position or commission you have at the financial or broadcaster, at the time of the infringement.

II. Suspension, to temporary interruption in performance of the functions that the The offender was at the time the offence was committed; he could perform functions other than those that gave rise to the sanction.

III. Disablement, temporary impairment in the exercise of a job, position or commission, within the Mexican financial system.

Article 395.- They will be sanctioned with the removal of the post in the terms of the Federal Law on Administrative Responsibilities of Public Servants, the vowels and secretary of the Board of Government of the Commission, as well as the public servants of the same who dolously contravene the provisions of Article 372 of this Law.

Chapter II Bis

Of the self-correction programs

Article 395 Bis.- Financial institutions through their director-general or equivalent and with the opinion of the audit committee or who exercises the functions for the supervision of the institution itself, may subject to the authorisation of the Commission a programme of self-correction where the financial institution concerned, in carrying out its activities, or the audit committee or equivalent body such as result of the functions conferred by it, detect irregularities or non-compliance with the provisions of this Law and other applicable provisions.

They may not be subject to a self-correction program in the terms of this Article:

I. Irregularities or non-compliance detected by the Commission in exercise of their inspection and surveillance powers prior to the submission by the financial institution of the respective self-correction programme.

It is understood that the irregularity was previously detected by the Commission in the case of the surveillance powers, where the irregularity has been notified to the institution; in the case of the inspection powers, where it has been detected during the inspection visit, or corrected after the inspection has been carried out; Requirement in the course of the visit;

II. When the violation of the rule in question corresponds to one of the offences referred to in this Act, or

III.     In the case of any of the offences considered as serious in terms of this Act.

Article 395 Bis 1.- The self-correction programs referred to in Article 395 Bis of this Law shall be subject to the general provisions of this Law. the Commission. Additionally, they must be signed by the person or area exercising the oversight functions in the financial institution, and submitted to the administrative board or equivalent body in the immediate post-application session. Authorisation submitted to the Commission. It shall also contain any irregularities or non-compliance with the provisions which have been considered to be contrary to the effect; the circumstances which gave rise to the irregularity or non-compliance with which it was committed; actions taken or intended to be taken by the company to correct the irregularity or non-compliance that prompted the programme.

Where the financial institution requires a time limit to remedy the irregularity or non-compliance committed, the self-correction programme shall include a detailed calendar of activities to be performed for that purpose.

If the Commission does not order the financial institution to amend or amend the self-correction programme within 20 working days of its submission, the program shall be authorized in all its terms.

When the Commission orders the financial institution to amend or amend the programme in order to ensure that the programme is consistent with the provisions of this Article and other applicable provisions, the financial institution shall have a period of five working days from the respective notification to remedy those deficiencies. That period may be extended for only five additional working days, subject to the authorisation of the Commission.

If the deficiencies referred to in the preceding paragraph are not remedied, the self-correction programme shall be for failure to be submitted and, accordingly, for irregularities. or non-compliances committed may not be the subject of another self-correction programme.

Article 395 Bis 2.- For the duration of the self-correction programmes authorised by the Commission in terms of Articles 395 Bis and 395 Bis 1 (a) the Commission shall refrain from imposing on financial institutions the penalties provided for in this Law for irregularities or non-compliances whose correction is provided for in those programmes. In addition, the time limit for imposing the penalties shall be interrupted for such a period, resuming until it is determined that the irregularities or non-compliance of the self-correction programme have not been remedied.

The audit committee or those who exercise oversight functions in financial institutions will be obliged to follow up the implementation of the audit programme. self-correction and report of its progress to both the Management Board and the Director-General or equivalent bodies or persons of the Financial Institution and to the Commission in the form and terms laid down in the provisions of this Regulation. general character referred to in Article 395 Bis 1 of this Law. The above, irrespective of the power of the Commission to monitor, at any time, the degree of progress and compliance with the self-correction programme.

If as a result of the audit committee reports or who exercises surveillance functions in financial institutions or inspection and surveillance tasks of the Commission, it determines that the irregularities or non-compliances which are the object of the self-correction program will not be remedied within the prescribed period, will impose the corresponding sanction by increasing the amount of the program up to 40 percent; updatable such amount in terms of applicable tax provisions.

Article 395 Bis 3.- Natural persons and other moral persons subject to the supervision of the Commission may submit to the authorization of the Commission itself a a self-correction programme where, in the performance of its activities, irregularities or non-compliance with the provisions of this Law and other applicable provisions are detected, subject to the provisions of Articles 395 Bis to 395 Bis 2 of this Law, as applicable.

Chapter III

Of the review facility

Article 396.- Those affected by the acts issued by the Commission that end the procedures for authorization, registration, suspension, cancellation and the imposition of administrative penalties, may seek to defend their interests by bringing an action for review before the Governing Board of the Commission itself, where the act has been issued by the Commission or by the President of the Commission, or before the latter last in the case of acts performed by other public servants, in the terms provided for by the Federal Administrative Procedure Act.

The interposition of the review facility referred to in this Article shall be optional for the individual concerned.

The resolution of the review resources shall be issued within a period not exceeding 90 working days after the date on which the appeal was filed, where it is to be resolved by the President of the Commission, not more than one hundred and twenty working days in the case of resources falling within the competence of the Governing Board.

Chapter IV

The complaint procedure

Article 397.- The complaint procedure will be followed before the President of the Commission who will ultimately decide and only proceed in the cases. following:

I. When a stock market broker is unjustifiably denied access to premises, facilities and the use of systems that facilitate the performance of operations that bring into contact the supply and demand for securities, which for that purpose provide the stock exchanges.

II. When a stock exchange suspends or excludes the operation of a broker the market for securities in premises, facilities and the use of systems that facilitate the performance of transactions that bring into contact the supply and demand for securities, which are implemented by the stock exchange concerned.

III. When broadcasters who intend to list their securities in any stock exchange or, where appropriate, who have obtained such a listing, are denied the list, suspended or unjustifiably cancelled.

IV. When a stock market broker is considered to be affected by a determination or measure taken by any self-regulatory body recognized in terms of this Law.

The Commission, in order to issue the appropriate resolution, must be moved with the complaint to the securities exchange or self-regulatory body concerned, in order to within a period of 10 working days, express what is appropriate and, where appropriate, provide any evidence that it considers relevant.

Article 398.- The Commission, when resolving the complaint procedure, may:

I. In the case of section I of article 397 of this Law, confirm the negative or order the stock exchange to allow the securities market intermediary access to its premises, facilities and use of systems to facilitate the performance of transactions that bring the supply and demand of securities into contact.

II. Dealing with fractions II to IV of article 397 of this Law, confirm the decision of the self-regulatory body or stock exchange, or order the lifting of the determination or measure taken.

Chapter V

Of notifications

Article 399.- Notifications of requirements, regular and special inspection visits, precautionary measures, requests for information, and documents, documents, sites, decisions to impose administrative sanctions or any act ending the procedures for suspension, revocation of authorisations or concessions and cancellation of authorisations or the registration referred to in this Law, as well as the acts for which it is refuse authorizations, concessions or inscriptions and administrative decisions that fall to the review resources and to the requests for waiver brought under this Law, may be made from any of the following forms:

I. Personally, as follows:

a) In the offices of the financial authorities, in terms of the Article 402 of this Act.

b) At the address of the person concerned, in terms of the provisions in Articles 403 and 406 of this Law.

c) Anywhere in which the data subject is located, in the established assumptions in Article 404 of this Law.

II. By trade delivered by courier or certified mail, both with acknowledgement receipt.

III. For edicts, in the assumptions outlined in article 407 of this Law.

IV. By electronic means, in the assumption provided for in article 408 of this Law.

With regard to the information and documentation to be displayed to the Commission inspectors on the basis of an inspection visit, the provisions of the inspection visit should be observed. Article 5, first paragraph of the Law of the National Banking and Securities Commission and other applicable provisions.

For the purposes of this Chapter, financial authorities shall be deemed to be the Secretariat, Commission and the Bank of Mexico.

Article 400.- The authorizations and concessions issued under this Law, the revocation or cancellations of authorizations or registrations requested by the interested, acts which come from proceedings promoted at the request of the person concerned and other acts other than those referred to in Article 399 of this Law, may be notified in accordance with the provisions of that Article or by the delivery of the trade in the one that consists of the corresponding act, in the offices of the the financial authority making the notification, by copying the signature and the name of the person receiving it, or by ordinary mail, telegram, fax, e-mail or courier, in a copy of that office.

Financial authorities may make notifications by e-mail, when the person concerned requests it in writing by pointing to the e-mail address. to which the decision to be notified shall be transmitted, in the case of the date and time when the decision was made.

The notification of the acts referred to in this Article shall take effect on the working day following the day on which it is carried out, in the event of the offices mentioned, or to the offices of their reception in other cases.

Article 401.- The notifications of inquiry visits and intervention declarations referred to in this Law shall be made in a single act, without need of the medical doctor's.

These notifications should be understood with the general manager of the company and, in his absence, with the highest official or employee present. In the case of notifications of research visits to natural persons, they shall be understood with the person concerned and, in his absence, with any family member or person in his or her home.

The notifications referred to in this article will take effect when they are practiced.

Article 402.- Personal notifications may be made at the offices of the financial authorities, when the person concerned is in office; the person who makes the notification shall, in duplicate, draw up an act, in which he shall establish that he has informed the person concerned of the content of the trade in which the administrative act to be notified is recorded; the other information shall also be recorded, circumstances referred to in the last paragraph of Article 403 of this Law. The duplicate of the minutes shall be given to the person concerned.

If the person concerned refuses to sign or receive the above trade or the duplicate of the act of notification, that circumstance shall be recorded in the minutes, without this will affect the validity of the notification.

The personal notifications provided for in this Article shall take effect on the working day following the day on which they were practised.

Article 403.- Personal notifications may also be made with the person concerned, at the last address provided to the financial authority or at the last address which he has indicated before the authority itself in the administrative procedure concerned, for which the minutes referred to in the last paragraph of this Article shall be drawn up.

In the event that the person concerned is not at the address mentioned, the public servant responsible for the notification will provide the person who is in charge of the notification. the diligence, in order to allow the person concerned to wait at a fixed time on the following working day and in such a summons to the quoted person not to appear at the time and the day to be fixed, the notification shall be carried out by the person who has taken care of him or who in the event of to find that address closed or to refuse to receive the respective notification, shall do so by means of instruction as provided for in Article 406 of this Law. Those who do the due diligence shall take up the minutes provided for in the last paragraph of this article, stating that the cited citation has been delivered.

The reference citation must be drawn up in duplicate and addressed to the person concerned, indicating the date and time of issue, the date and time of the issue to be expected of the the public servant responsible for the notification, who must establish his name, position and signature in such a summons, the object of the appearance and the respective warning, as well as the name and signature of the person receiving it. If the latter does not wish to sign, such a circumstance shall be settled in the summons, without affecting its validity.

The day and time set for the practice of the due diligence of the summons, the person in charge of performing it will be in the address that corresponds, and finding present to the aforementioned, shall proceed to take up the minutes in the terms referred to in the last paragraph of this Article.

In the event that you do not appear, the notification will be understood with any person who is at the address in which the due diligence is performed; for such effects shall be recorded in the terms of the following paragraph.

In any event, the person who carries out the notification shall, in addition to the circumstances referred to above, record his name, position and record in duplicate. signature; that it was constituted at the domicile and made sure that it was the sought after; that it notified the interested person or the person who attended the due diligence, prior identification of such persons, the trade in which the administrative act that must be notified, settling the identification data of the same; the designation of two witnesses; the place, time and date on which it is lifted; the means of identification displayed, and the name of the person concerned or of the person who takes care of the diligence and of the designated witnesses. If the persons involved refuse to sign or receive the act of notification, that circumstance shall be recorded in the minutes, without affecting their validity.

For the designation of the witnesses, the person who carries out the notification shall require the person concerned or the person to act to designate them; in the event of a refusal or that the designated witnesses shall not accept the designation, shall be made by the public servant itself responsible for the notification.

The personal notifications provided for in this Article shall take effect on the working day following the day on which they were practised.

Article 404.- In the event that the person in charge of the notification does the search for the person concerned at the address referred to in the first paragraph of article 403 of this Law, and the person with whom the diligence is understood to deny that it is the domicile of the person concerned, who performs the diligence shall take up the record to make such a circumstance. Such minutes shall, as appropriate, bring together the requirements laid down in the last paragraph of Article 403 of this legal order.

In the case provided for in this precept, the person who carries out the notification may make the personal notification wherever the person concerned is located. For the purposes of this notification, the person who carries out the notification shall record in which it states that the person notified is of his or her personal knowledge or has been identified by two witnesses, in addition to establishing, in the course of the conduct, that provided for in the the last paragraph of Article 403, or to record the diligence before the public purse.

The personal notifications provided for in this Article shall take effect on the working day following the day on which they were practised.

Article 405.- Notifications that are made by mail delivered by courier or certified mail, with acknowledgement of receipt, will have their effects on the day (a) the following is the case where the date of receipt is recorded in that acknowledgement.

Article 406.- On the assumption that the day and time indicated in the subpoena that was left in terms of article 403 of this Law, who performs the notification shall be closed to the address which corresponds or the person concerned or who is in charge of the diligence shall refuse to receive the trade mark of the notification, shall make effective the warning indicated in the said summons. For such purposes, the notification shall be made in the presence of two witnesses designated for that purpose by means of an instruction which shall be affixed in a visible place to the address, annexed to the trade in which the act is to be notified.

The reference instructor shall be drawn up in duplicate and shall be addressed to the data subject. This instruction shall include the circumstances in which the notification by that means, place and date of issue was necessary; the name, position and signature of the person who lifts the instruction; the name, identification data and signature of the witnesses; the indication that the person who made the notification was established at the address and made sure that it was the sought after, and the data identifying the trade in which the administrative act is notified.

The instructor shall make proof of the existence of the acts, acts or omissions that are recorded in it. Notification by an instructor shall have effect on the working day following the day on which they were practised.

Article 407.- The notification by edicts shall be made in the event that the person concerned has disappeared, has died, his or her domicile or is unable to access it, has no known representative or domicile on national territory or is abroad without leaving a representative.

For such purposes, a summary of the respective trade, in a national circulation newspaper, shall be published for three consecutive times, without prejudice to the authority financial reporting the edict on its web page of the worldwide network called the Internet, indicating that the original office is at its disposal at the address that will also be pointed out in that edict.

Notification by edicts will take effect on the business day following that of the last publication.

Article 408.- Notifications by electronic means may be made as long as the person concerned has expressly accepted or requested it in writing. the financial authorities, through the automated systems and with the security mechanisms that they establish.

Electronic notifications shall have their effects on the working day following that on the corresponding receipt register.

Article 409.- Notwithstanding the provisions of this Chapter, notifications that are not made in accordance with this Chapter shall be legally construed and shall be effects on the working day following that in which the person concerned is aware of its content.

Article 410.- For the purposes of this Act, board members, directors-general, commissioners, directors, managers, officials, Fiduciary delegates, regulatory comptroller, managers who occupy the immediate hierarchy inferior to that of the director general, proxies to conduct operations with the public or to operate on a stock exchange and other persons who can bind with their signature to the companies governed by this Law, may point out in writing to the Commission, address to hear and receive notifications related to acts related to the performance of its order, which must be located within the national territory.

If the persons referred to in the preceding paragraph do not address the address in terms of that paragraph, their acceptance shall be understood to be address of the company in which they perform their duties, employment or commission.

For the purposes of this Article, the address of the company shall be deemed to be the address of the company to the Commission itself or in the administrative procedure. in question.

Article 411.- The notifications received by stock companies or public limited companies promoting stock exchanges of acts that should be knowledge of its shareholders ' assembly or of its board of directors, shall be informed of the chairman of the board of directors, who shall convene the competent assembly or social body for the adoption of the measures drivers.

Except as provided for in other applicable legal provisions, the time-limits shall begin to run from the working day following that in which the effect was notification.

The provisions of this Chapter shall not apply to the requirements of information and documentation to be made by the public servants of the Commission under a visit of inspection carried out in terms of this Law.

Title XVI

Final Provisions

Article 412.- In the case of a strike site and in order not to affect the interests of the public, in terms of the availability of cash and securities with respect to securities market intermediaries, stock exchanges, securities deposit institutions and central securities counterparties, prior to the suspension of the work and in terms of the Federal Labor Law, the Federal Board of Directors Conciliation and Arbitration will provide what is necessary for the The necessary number of offices remain open and the workers who are strictly necessary, in terms of number and functions, continue to work. The Federal Board of Conciliation and Arbitration shall previously hear the Commission.

Article 413.- Credit institutions that conduct securities transactions with the public in general or on behalf of third parties under the Articles 53 and 81 of the Law on Credit Institutions, or, in compliance with trusts, mandates or commissions, shall be subject, as appropriate, to the provisions of Articles 177, so that it corresponds to the activities of representation common to perform, 178; 180 to 182, 184, 188 to 191, 193 to 198; 200, 204; 208 and 224, last paragraph of this Act.

Article 414.- People who direct the public through any means of analysis or investment recommendations, whether or not they provide their services to intermediaries in the securities market, when making their recommendations, shall comply with the general provisions issued by the Commission.

Article 415.- The expressions "investment-promoting public limited company", "stock-market-investing anonymous company", "stock-exchange company", are reserved. 'house of stock', 'investment adviser', 'stock exchange', 'institution for the deposit of securities' and 'central counterparty of securities' or other equivalent to previous ones in any language, to be used by persons who agree with the This Law may be used, or they may be authorised, the relevant concession or registration. The Commission may order the infringer to immediately stop using the expression unduly used, as well as to decree the necessary measures.

Except for the application of the provisions of the preceding paragraph to the self-regulatory bodies or associations of the entities referred to in the paragraph (a) to be authorised by the Commission for such purposes, provided that they do not carry out the activities which are their own.

Article 416.- The use of electronic means or automated data processing systems or telecommunication networks, whether private or public, for the dissemination of information and documents to the Commission, stock exchange and investor public, shall be subject to the provisions contained in Title II of the Trade Code.

Article 417.- The information that in the terms of this Law and the general provisions of this Law must provide the Commission with the Broadcasters and financial institutions referred to in this Act, coming from automated systems, shall be made available to that authority in any of the following ways:

I. Telematic media, understood by those originated in computer equipment and telecommunications.

II. Media materials that have technical compatibility with the Commission teams and programmes.

The information, once received by the Commission through any of these forms, may no longer be modified or replaced by the broadcaster, financial institution or the receiving authority, except by express determination of the Commission or, where appropriate, of other competent authorities, on the grounds of corrections which are strictly necessary, or of the clarification of facts and possible responsibilities.

The broadcasters, for the submission or delivery to the Commission, the relevant stock exchange and the investor public, of the information referred to in this Law and the provisions of a general nature which derive from it, shall use the means referred to in this Article, in accordance with the general provisions which the Commission itself shall issue.

The above, without prejudice to the need for the Commission at any time for the information in question, which must be provided in writing and with the signature autograph of those who must subscribe to it.

Article 418.- Information contained in material supports, or, from telematics processes, provided that it is validated by the receiving authority and the financial institution or broadcaster, as well as information that is integrated into the Commission's databases, will produce the same effects as the laws give to the original documents and will therefore have the same evidentiary value.

Article 419.- Unless otherwise specified in the specific provisions, the period may not exceed three months for the administrative authorities to resolve what it is up to. After the applicable time limit, the negative decisions shall be construed as negative to the advocate unless otherwise provided for in the applicable provisions. At the request of the person concerned, a record of such a circumstance shall be issued within two working days following the submission of the respective application to the competent authority to be resolved, in accordance with the rules of procedure or agreement The respective delegated acts; the same constancy shall be issued where the specific provisions provide for the termination of the decision to be deemed to be positive. If the evidence referred to above is not issued within the time limit, the liability to be applied shall be determined.

The filing requirements and deadlines, as well as other significant information applicable to the promotions performed by the exchange houses and other financial institutions duly authorised in accordance with the applicable legal systems, they shall be specified in general provisions.

Where the initial document does not contain the data or does not comply with the requirements laid down in the applicable provisions, the authority shall prevent the data subject from written and for one time, so that within a term that cannot be less than ten working days subsane the omission. Unless otherwise specified in the specific provisions, such prevention shall be made no later than half of the time limit for the response of the authority and where that is not expressed, within 20 working days of the date of the notification. presentation of the initial document.

Notified of prevention, the time limit for the administrative authorities to be resolved shall be suspended and resumed from the immediate working day following that in which the the interested person replied. In the event that prevention is not disapproved in the designated term, the authorities will discard the initial writing.

If the authorities do not make the information requirement within the relevant time limit, they will not be able to reject the initial writing as incomplete.

Unless otherwise stated, the time limits for the authorities to reply shall begin to run on the immediate working day following the submission of the written procedure. corresponding.

Article 420.- The period referred to in the foregoing Article shall not apply to promotions in which the authorities expressly provide this Law. The administrative authorities must listen to the opinion of other authorities, in addition to those related to the constitution, merger, division and liquidation of the exchange houses and other financial institutions duly authorized under this Law. In such cases it shall not exceed six months for the administrative authorities to resolve the matter, the other rules referred to in Article 402 of this Law being applicable.

Article 421.- The competent administrative authorities may, at the request of an interested party, extend the time limits laid down in this Law, without In any event, the extension of the period of time exceeds the period originally provided for in the applicable provisions, where the case so requires and they are not aware that third parties are harmed in their rights.

Article 422.- Articles 402 to 404 of this Law shall not apply to the administrative authorities in the exercise of their powers. monitoring.

Article 423.- The obtaining of the authorizations provided for in this Law by the financial authorities shall not exempt the beneficiaries of the compliance with the provisions of other legal systems.

TRANSIENT

First.- This Law shall enter into force on the one hundred and eighty calendar days following its publication in the Official Journal of the Federation, except for provided for in the Tenth and Tenth Transitional Articles.

Also, the date of entry into force of this Law will be abrogated by the Law of the Market of Securities published in the aforementioned Diario on 2 January 1975, except for set to the following transient items.

Second.- The infractions and crimes committed before the entry into force of this Law will be sanctioned according to the law in force at the time of the aforementioned. offences or offences.

Third.- The Secretariat of Finance and Public Credit, the National Banking and Securities Commission and the Bank of Mexico, may issue the general as referred to in this Law, prior to the commencement of its validity, but in any case in those provisions it shall be established that its enforcement and enforcement shall be after the entry into force of the Law.

Fourth.- As long as the Secretariat of Finance and Public Credit, the National Banking and Securities Commission and the Bank of Mexico issue the general as referred to in this Law, shall continue to apply those issued prior to its entry into force in so far as they do not object to the provisions of this Act, except those referred to in Articles 9 and 2.

Fifth.- The anonymous investment-promoting companies that request and, where appropriate, obtain the registration of the shares representative of their share capital or securities which represent them, in the National Securities Register, shall be subject to the registration and maintenance requirements applicable to stock companies, up to and including the National Banking and Securities Commission the general provisions referred to in Article 21 of the this Act.

Sixth.- The public limited companies which, upon the entry into force of this Law, have registered in the National Registry of Securities representative shares of their Social capital or receivables which represent them, shall acquire by law the character of stock-stock companies and, as a result, shall be subject to the provisions of this Law.

The limited liability companies referred to in the preceding paragraph shall have a period of one hundred and eighty calendar days from the day on which they enter into force. Law, in order to adjust its social denomination to the provisions of Article 22 thereof, as well as to comply with the articles concerning the integration, organization and functioning of its social organs in terms of the provisions of the Chapter II of Title II of the said legal order. The foregoing shall not affect in any way the rights which correspond to the shareholders of the above companies, in terms of the provisions of Articles 47 to 52 of this Law, nor shall it exempt them from complying with the provisions of the Articles 53 to 57 and other obligations which, in their character as broadcasters, impose this legal order.

Seventh.- The shareholders of stock companies whose shareholding is affected, at the entry into force of this Law, in trusts by means of which the right to vote of several shareholders is exercised in the same sense, or the groups of shareholders who have granted a mandate or commission for such purposes shall notify the company within one hundred and eighty years. natural days following the entry into force of this Law for the purposes of his disclosure to the investor public.

Eighth.- They shall not be subject to the restrictions laid down in Articles 54 and 55 of this Law, the stock companies that have issued the shares or (a) the mechanisms to which these precepts relate, prior to the commencement of their validity, provided that they have been adjusted to the legal provisions in force when the actions are issued or the mechanisms are implemented cited.

The restrictions referred to in the preceding paragraph shall not apply either to the stock-exchange companies mentioned in that subparagraph after the entry into force of this Act:

I. Realize modifications to your social capital, whenever the the original proportion of ordinary shares or at least that proportion is maintained, provided that the situation of the broadcaster justifies it and the public is disclosed such a circumstance. Both cases will require the prior authorization of the National Banking and Securities Commission, which will proceed when it is established that the interests of the public investor are not affected.

II. Merge or splinter, as long as the merging or splinter society at least maintain the original proportion of ordinary shares of the merged or merged entity. In the event that the merged or splinter company additionally has a clause of those referred to in Article 48 of this Law, the merging or splinter company may incorporate the same clause in its social statutes into the act of its constitution, without the application of that legal precept applicable to it.

Ninth.- As of the entry into force of this Law, the "Rules for the Organization of the National Registry of Securities and Intermediaries" published in the Official Journal of the Federation of 13 April 1993.

Register seats of any kind that are contained in the National Securities Register referred to in Article 10 of the Securities Market Act by this Law, they shall be construed as facts in the Register referred to in Article 70 of this Law. In addition, the register of registered seats prior to 1 January 1996 shall be kept in the files referred to in the Rules referred to in the preceding paragraph, whereas those after that date shall be recorded in the following cases: electronic that provides for this Law.

References that other laws, regulations or administrative provisions make to the securities section of the National Registry of Securities shall be construed as references to the Register provided for in Article 70 of this Law.

The securities entered exclusively in the special section of the National Registry of Securities may be the subject of intermediation in the national territory, provided that compliance with the provisions of Article 9 of this Law.

Tenth.- Articles 7, second paragraph, 71, second paragraph, and 80 of this Law shall enter into force on the one hundred and eighty calendar days following that in The law will enter into force. Pending the entry into force of these articles, the offer of subscription or sale abroad of securities issued in the United Mexican States or by Mexican moral persons, will be subject to the registration of the securities in the Registry National Securities, on the same terms and with the provisos provided for the special section in the Securities Market Act that is abrogated by virtue of this Act.

Tenth First.- As long as the Commission recognizes the auditing standards and procedures referred to in Articles 87, fraction I and 352, fraction IV of This Law, the moral persons providing external audit services to broadcasters or financial institutions, in terms of this legal order, shall provide their services on the basis of the rules and procedures issued by the Instituto Mexicano de Contadores Públicos, A.C.

Tenth Second.- On the date of entry into force of this Law, the "Conditions for the provenance of the registration and the authorization of the offer" will be opened. public debt securities issued by multilateral financial institutions to which Mexico belongs "and the" Conditions for the provenance of the registration and authorization of the public offering of shares of foreign broadcasters in the country ", published in The Official Journal of the Federation on 14 September 2000 and 20 March 2000 2002, respectively.

Tenth Third.- The exchange houses that upon the entry into force of this Law operate under the registration that they maintain in the Section of the Intermediaries of the prior to the National Registry of Securities and Intermediaries in force until June 2, 2001, or by virtue of being authorized to organize and operate as such under the Securities Market Act that is repealed, shall be authorized in terms of Article 114 of this Act.

The exchange houses referred to in the preceding paragraph shall be subject to the provisions of this Law and provisions of a general nature that emanate from it.

Tenth Fourth.- Exchange houses shall provide for contracts to be concluded from the entry into force of this Law, as well as in other documentation (a) the restrictions referred to in Article 136 (III) of the Treaty which, where appropriate, are applicable.

Tenth Fifth.- For the purposes of Article 136 (IV) of this Law, the subordinated obligations that the exchange houses have issued with Prior to the entry into force of this Regulation, they shall be governed by the provisions in force at the time of their issuance.

Tenth Sixth.- Until as long as the Secretariat of Finance and Public Credit or the National Banking and Securities Commission, as appropriate, publish the amount of the minimum social capital with which stock exchange houses, stock exchanges, institutions for the deposit of securities and central securities counterparties are to be counted, those financial institutions shall comply with the minimum social capital that, where appropriate, is due in accordance with the provisions of the entry before the entry in force of this Law.

Tenth Seventh.- The requirement referred to in the last paragraph of Article 184 of this Law shall be payable to the hundred and eighty calendar days following the entry into force of the same.

Tenth Eighth.- Exchange houses must comply with the provisions of Articles 190 and 191 of this Law, within one hundred and eighty calendar days. following their entry into effect.

The natural persons who, upon the entry into force of this Law, enjoy the authorization to operate in stock exchange or to conduct operations with the public of counseling, promotion, purchase and sale of securities, shall be construed as authorisations to act in accordance with Article 193 thereof, as appropriate, subject to the provisions of this legal order and other provisions emanating from it.

Tenth Ninth.- The securities contracts entered into in accordance with Article 99 of the Securities Market Act which is repealed by virtue of This Act shall continue to be governed and enforced by the provisions in force at the date of its conclusion.

Twenty-one.- Trade associations that have been recognized as self-regulatory bodies under the Securities Market Act that are open, will be able to continue to operate on this basis without further recognition by the Commission, which will in future be subject to the provisions of this Law and other provisions of a general nature which emanate from it.

Twenty First.- Stock exchanges, institutions for the deposit of securities, and central securities counterparties that upon the entry into force of this Law are granted in order to act with such a character, may continue to operate without the need for a new concession, in the future subject to this Law and other provisions of a general nature which emanate from it, without prejudice to the terms, conditions and obligations contained in the concession titles (s) concerned that they do not object to the provisions of this Law continue to apply.

Twenty-second.- Stock exchanges, securities deposit institutions, and central securities counterparties may continue to apply the tariffs. authorised by the Commission prior to the entry into force of this Law until they intend to amend them, in which case they must comply with the provisions of this Law.

Twenty-Third.- People who are authorized to operate mechanisms to facilitate transactions with securities in terms of the provisions of Article 41, Section IX of the Securities Market Law, which is repealed by this Law, shall be deemed to be authorized to continue to operate under the terms established in Article 253 of this Law, and shall be subject to the provisions of this Law in the future.

Twenty-fourth.- The price providers and the institutions that qualify for the entry into force of this Law are authorized to act with The above mentioned character shall be authorized to continue operating under the terms of Articles 323 and 334 of this Law, and shall be subject to the provisions of this Law in the future.

Twenty-fifth.- The price providers and the institutions that qualify for the entry into force of this Law are granted authorization to operate with such a character, shall have a period of one hundred and eighty calendar days, counted from the entry into force of this Law, in order to have the code of conduct referred to in Articles 326 and 336 thereof, as appropriate.

Mexico, D.F., as of December 8, 2005. -Dip. Heliodoro Diaz Escarraga, President.-Sen. Enrique Jackson Ramírez, President.-Dip. Ma. Sara Rocha Medina, Secretary.-Sen. Yolanda E. González Hernández, Secretary.-Rubicas."

In compliance with the provisions of Article 89 of the Political Constitution of the United Mexican States, and for their due publication and observance, I request the present Decree at the Federal Executive Branch, in Mexico City, Federal District, at the twenty-eight days of December of two thousand five.- Vicente Fox Quesada.-Heading.-The Secretary of the Interior, Carlos Maria Abascal Carranza.-Heading.