Act To Regulate The Financial Groups

Original Language Title: Ley para Regular las Agrupaciones Financieras

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SECOND SECTION

EXECUTIVE BRANCH

SECRETARY OF FINANCE AND PUBLIC CREDIT

I decree that various provisions on financial matters are reformed, added and repealed, and the Law for Regular Financial Pools is issued. (Continued in the Third Section)

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

ENRIQUE PEÑA NIETO, 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 MEXICAN UNITED STATES CONGRESS, DECCRETA:

VARIOUS FINANCIAL PROVISIONS ARE REFORMED, ADDED AND REPEALED, AND THE LAW IS ISSUED TO REGULATE FINANCIAL GROUPINGS.

...

FINANCIAL POOLS

ARTICLE FIFTIETH FIRST. The "Financial Pools Regular Act" is issued.

TITLE FIRST

Of the preliminary provisions

Article 1o.- This Law is of general public order and observance in the United Mexican States and aims to regulate the bases of organization of the controlling societies and the functioning of the Financial Groups, as well as establishing the terms under which they will operate, seeking the protection of the interests of those who hold operations with the financial institutions that are members of those Financial Groups.

Article 2o.- The financial authorities, each in the sphere of their respective competence, shall exercise their powers by seeking: the balanced development of the country's financial system, with a appropriate regional coverage; adequate competition between participants in such a system; the provision of integrated services in accordance with sound practices and financial uses; the promotion of internal savings and their proper channelling productive activities, as well as, in general, that the abovementioned system contributes to healthy growth of the national economy.

Article 3o.- Financial institutions should not use denominations equal to or similar to those of other financial institutions, acting jointly, offering complementary services, or general, to be held in any form as members of Financial Groups, except in the case of members of Financial Groups who are organized and function in accordance with the provisions of this Law.

Without prejudice to the first subparagraph, financial institutions and their subsidiaries may use equal or similar denominations, act jointly and offer complementary services, only when the special laws governing them are provided for and subject to the provisions contained in those laws.

Article 4o.- As not provided for in this Law, they shall be applied in an additional manner, in the following order:

I. Business legislation;

II. Commercial uses and practices;

III. Federal civil legislation;

IV. The Federal Administrative Procedure Law regarding the processing of the resources referred to in this Law, and

V. The Federation Fiscal Code regarding the update of fines.

Financial institutions belonging to the Financial Groups shall be governed by the provisions of the financial laws applicable to them.

Article 5o.- For the purposes of this Act:

I. Supervisory Commission, the National Banking and Securities Commission, the National Insurance and Securities Commission or the National Commission of the System of Savings for the Retreat that is responsible for overseeing the overall functioning of the Financial Group in question, in terms of Article 102 of this Law.

II.           Consortium, to the set of moral people linked to each other by one or more natural persons integrating a Group of Persons, have the Control of the first ones.

III. Control, the ability of a person or Group of Persons, to perform any of the following:

a) Impose, directly or indirectly, decisions in the general assemblies of shareholders, partners or equivalent bodies;

b) Name or remove most counselors, administrators, or their equivalents from a moral person;

c) Maintain the ownership of rights that allow, directly or indirectly, to vote on more than fifty percent of the shares representative of the social capital of a moral person;

d) Direct, directly or indirectly, the administration, strategy, or principal policies of a moral person, either through ownership of securities, by contract or in any other form, or

e) Control the moral person in question by any other means.

IV. Relevant Managers, to the CEO of a Controlling Society, to each financial institution that is part of a Financial Group; or of the Subcontrollers as well as natural persons occupying a job, position or commission in the controlling company, in the financial institutions or moral persons in which the Control Society exercises control, adopt decisions that significantly transcend the administrative, financial situation, the operational or legal entity of the controlling company itself or of the financial group to which it belongs, without falling within this definition the directors of the controlling company.

V. Group of People, people who have agreements, of any nature, to make decisions in the same direction. It is presumed, unless proof to the contrary, that they constitute a Group of Persons:

a) People who have kinship for consanguinity, affinity or civil to fourth grade, spouses, concubine, and concubinaire.

b) Companies that are part of the same Consortium or Business Group and the person or set of persons who have the Control of such companies.

VI. Business Group, to the set of moral persons organized under schemes of direct or indirect participation of the social capital, in which a The same society maintains the control of these moral people. They shall also be considered as a Business Group to the Financial Groups constituted under this Law.

VII. Financial Group, a grouping made up of the controlling company and financial institutions, authorized by the Secretariat to operate as such, in terms of Article 11 of this Act.

VIII. Real Estate, to the moral persons who own goods destined for offices of the controlling society or other members of the Group Financial.

IX. Institutional Investors, insurance and trust institutions, only when they invest their technical reserves; investment; investment companies specialized in retirement funds; pension funds or retirement of staff, complementary to those established by the Social Security and seniority premiums Act, which meet the requirements of the mentioned in the Law on Income Tax, as well as the other that the Secretary authorizes as such expressly, hearing the opinion of the National Banking and Securities Commission.

X. Related Persons, to which a Controller Society is located in any of the following scenarios:

a) People who exercise control in a financial institution or moral person who is part of the Business Group or Consortium to which the controlling company is a member of the Financial Group, as well as the directors or administrators of the Financial Group and the Relevant Managers.

b) People who have Command Power in a financial institution or moral person who is part of the Business Group or Consortium to which the Controlling Society.

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

d) Financial entities and moral persons who are part of the Business Group or Consortium to which the controlling Company belongs.

e) The moral persons upon whom one of the persons referred to in points (a) to (c) above exercise the Control.

XI.         Power of Command, to the ability to influence in a decisive way in the agreements adopted in the assemblies of shareholders or sessions of the board of directors or in the management, conduction and execution of the business of a Society Controller, financial institutions or moral persons in which he exercises control. 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 the Control.

b) Individuals who have links to a controlling society or to financial institutions or moral persons who are part of the Business Group or A consortium to which it belongs, through lifetime, honorific or any other similar or similar titles to the previous ones.

c) Persons 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 favor of individuals with whom they have kinship by consanguinity, affinity or civil to the fourth grade, the spouse, the concubine or the concubinaire.

d) Those who instruct the directors of the relevant moral or managerial staff, decision making or execution of operations in a company or in the moral persons in whom you exercise Control.

XII. Service Prostators, to companies that provide ancillary or ancillary services to the Controller Society itself or to others Members of the Financial Group.

XIII. Secretariat, to the Secretariat of Finance and Public Credit.

XIV. Controlling Society, to the anonymous company authorized by the Secretariat to organize itself, in terms of this Law.

XV. Subcontroller, to the limited liability company that has as its sole object to acquire and manage shares of financial institutions and Prestators Service and Real Estate, in terms of the provisions of this Law and in which the controlling society has an equity stake of at least fifty-one percent as long as it has the Control of it.

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

Article 6o.- The Federal Executive, through the Secretariat, may interpret the provisions of this Law for administrative purposes, as well as the general provisions of its own law. Secretariat in the exercise of the privileges conferred upon it by this Law.

Article 7o.- Unless otherwise specified in the specific provisions, the time limit may not exceed 90 days for the administrative authorities to resolve the matter. After the applicable time limit, decisions shall be deemed to be negative for the purpose of the application 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 of the submission of the respective application to the competent authority to be resolved in accordance with the Rules of Procedure. respective. 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 relevant information applicable to the promotions to be carried out by the controlling companies, must be specified in provisions of a general nature the Secretariat.

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, in writing and for one time, from within a term which may not be less than ten working days of 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 this is not expressed, within 20 working days of the date of the presentation of the initial document.

Notified of prevention, the time limit shall be suspended for the administrative authorities to resolve and shall resume from the immediate working day following the day on which the person concerned replies. In the event that prevention is not disapproved in the designated term, the authorities will discard the initial document.

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 corresponding document.

For the purposes of this Law, the time limits set in days shall be read as natural days, unless expressly stated that these are business days.

Article 8o.- The period referred to in the foregoing Article shall not apply to promotions where, by express provision of this Law, the administrative authorities are required to hear the opinion of other authorities, in addition to those related to the authorisations relating to the organisation, merger, division and liquidation of controlling companies. In such cases, the time limit for the administrative authorities to decide what is appropriate shall not exceed one hundred and eighty days, the other rules referred to in Article 7 being applicable. of this Law.

Article 9o.- The competent administrative authorities, at the request of the interested party, may extend the time limits laid down in this Law, without any such extension exceeding, in any event, half of the time limit originally provided for in the applicable provisions, where the case so requires and they have no knowledge that third parties are harmed in their rights.

Article 10.- The time limits referred to in the foregoing Articles shall not apply to the authorities in the exercise of their supervisory, inspection and surveillance powers.

TITLE SECOND

Of the organization of the controlling societies and the constitution and operation of financial groups

CHAPTER I

From the organization

Article 11.- The Secretariat for the organization of the controlling societies and the constitution and operation of the Financial Groups will be required to be authorized. These authorizations will be granted or denied discretionally by that Secretariat, hearing the opinion of the Bank of Mexico and, as appropriate, by virtue of the members of the Financial Group that intends to organize, from the National Commissions Banking and Securities, Insurance and Securities or the Retirement Savings System.

By their nature, such authorizations shall be untransmittable.

The Secretariat, once, if appropriate, grant the authorization referred to in this Article, shall notify the respective resolution and issue a favourable opinion regarding the draft social statutes and of the liability convention of the company in question, in order for the acts to be carried out to the organization of the controlling society, for which, the promoting will have a period of ninety days counted from the said notification, in order to present the public instruments in which the social statutes are and the covenant of responsibilities of the society in terms of this Law, for its approval.

These authorizations and their modifications shall be published, at the expense of the data subject, in the Official Journal of the Federation.

The authorization referred to in this Article shall be without prejudice to the procedures which, if any, are to be performed before the Federal Economic Competition Commission or any other authority.

Article 12.- The Financial Groups referred to in this Law shall be composed of a controlling Company and some of the following financial institutions that are considered Members of the Financial Group: general warehouse stores, exchange houses, bonds institutions, insurance institutions, exchange houses, multiple banking institutions, investment fund operating companies, distribution companies investment fund shares, fund managers for the retirement, multiple-object financial corporations and popular financial corporations.

The Financial Group shall be formed with at least two of the financial institutions referred to in the preceding paragraph, which may be of the same type. By way of derogation from the above, a Financial Group may not be formed only with two multiple-object financial corporations.

Only financial institutions in which the controlling company holds more than fifty percent of its representative shares directly or indirectly may be members of the Financial Group. social capital.

Also, the controlling company, through Sub-controllers or other financial institutions, may indirectly maintain the ownership of the financial institutions belonging to the Group. Financial institutions, as well as financial institutions that are not members of the Financial Group and of Service and Real Estate, without prejudice to the prohibitions provided for by the respective special laws.

Financial institutions in whose share capital, with more than fifty percent, a multiple banking institution, stock house or insurance institution member of a Financial Group, also be members of the Financial Group.

Article 13.- Financial entities in a Financial Group may:

I. Act jointly in front of the public, offer complementary services and be held as members of the Group Financial in question.

II. Use or similar denominations that identify them in front of the public as members of the same Group Financial, or, to preserve the denomination they had before they were part of that Financial Group. In any case, you must add the words Financial Group and the name of the Financial Group.

III. Carry out operations that are your own through offices and branches of public attention of other entities financial group members, in accordance with the provisions of the Single Chapter of Title IV of this Law.

In no case will the financial institutions of the Financial Group be able to carry out their own operations through the offices of the controlling company.

Article 14.- The application for authorization to organize as a Controlling Society and to be established and function as a Financial Group must be submitted to the Secretariat, accompanied by the documentation next:

I. Project of statutes of the society to consider the social object, as well as the requirements that in terms of This Law and the other applicable provisions must be contained. The draft statutes of the controlling company shall contain the general criteria to be followed in order to avoid conflicts of interest between the members of the Financial Group;

II. Relationship of persons intending to maintain direct participation in the social capital of the Society Controller and persons intending to maintain an indirect participation by more than 5% of that Company, which shall, in accordance with the general provisions set out in the general provisions, contain the following:

a) The amount of the share capital that will be subscribed by each of them or the percentage of indirect participation and the origin of the resources that they use for that purpose;

b) The estate situation in the case of individuals or financial statements audited in the case of moral persons, in both cases of the last three years, and

c) Aquella that allows you to verify that they have economic solvency, honorability and credit and business history satisfactory.

III. Relationship of the people proposed as directors, CEO and top management of the Society Controller, accompanied by information proving that such persons comply with the requirements laid down by this Law for such charges;

IV. The general structure of the Financial Group that is intended to be constituted, including the shareholder relationship of each of the financial institutions that shall integrate that group and the share of ownership of each of them;

V. The draft statutes of the financial institutions to be integrated by the Financial Group, and, where appropriate, of the financial institutions in which it intends to to acquire ownership of fifty percent or less of the respective share capital, as well as of Service and Real Estate. In the case of financial institutions or service providers or real estate agents, the public instrument awarded to the public purse containing the statutes in force, as well as the draft amendments to be submitted, must be submitted. would be on the basis of the creation of the Financial Group;

VI. The draft responsibilities convention referred to in Article 119 of this Act;

VII. The audited financial statements that present the situation of the financial institutions incorporated or, where applicable, the projected financial institutions, of the entities that they have not been established and will be part of the Financial Group, as well as financial projections for the integration of the Financial Group;

VIII. The conventions under which the controlling company, if any, will acquire the shares representative of the social capital of the entities financial services in question;

IX. The strategic financial program for your organization, administration, and internal control, and

X. The other documentation that, if any, requests the Secretariat to evaluate the corresponding request.

For the purposes of the preceding Part I, the Secretariat shall be empowered to establish by means of general provisions the measures aimed at preventing conflicts of interest between the Participants of the Financial Group, having at all times as their primary object, the protection of the public's interests.

The Secretariat will have the power to verify that the request referred to in this article complies with the provisions of this Law, as well as to corroborate the veracity of the information provided and, in Such a virtue, the dependencies and entities of the Federal Public Administration, as well as the other federal authorities will deliver the requested information, without, in this case, the obligations of keeping the information in confidentiality, reservation or secrecy of any kind. Likewise, the Secretariat through the National Banking and Securities, Insurance and Securities Commissions or the Retirement Savings System, as appropriate, may request foreign agencies with supervisory or regulatory functions. similar, corroborate the information that the effect is provided.

Article 15.- The direct or indirect incorporation of financial institutions as members of an already constituted Financial Group will require authorization from the Secretariat. Such authorization shall be granted or dissented by the Secretariat, hearing the opinion of the Bank of Mexico and, as appropriate, of the National Banking and Securities, Insurance and Securities Commissions or the Savings System for the Retirement.

The respective application must be attached:

I. The draft minutes of the shareholders ' assemblies of both the controlling company and the financial institutions to be integrated to the Financial Group, containing the arrangements for incorporation;

II. The overall structure of the Financial Group after incorporation;

III. The draft statutes of the or the financial entities to be incorporated. In the case of entities or companies already constituted, a public instrument granted to a public purse containing the statutes in force, as well as the draft amendments to be made on the occasion of their integration;

IV. The modification project to the corresponding responsibilities convention;

V. The audited financial statements that present the situation of the entity or entities to be incorporated, as well as a projection of the financial statements Post-incorporation Financial Group consolidated;

VI. The programs and conventions to which the incorporation would take place;

VII. The shareholder relationship of the or the financial entities and the share of ownership of each of them, and

VIII. The other documentation that, if any, requests the Secretariat to evaluate the corresponding request.

Article 16.- The separation of some or some of the members of a Financial Group must be authorized by the Secretariat, hearing the opinion of the Bank of Mexico and, as appropriate, the National Banking and Securities, Insurance and Securities Commissions or the Retirement Savings System.

The respective application must be attached:

I. The draft minutes of the shareholders ' assemblies of both the controlling company and the financial institutions to be separated of the Financial Group, which contain the separation-related agreements;

II. The overall structure of the Post-Separation Financial Group;

III. Public instrument awarded to the public purse containing the statutes in force, as well as the draft amendments to be made with reason for their separation from the Financial Group;

IV. The modification project to the corresponding responsibilities convention;

V. The audited financial statements that present the situation of the entities that are separated, as well as a projection of the financial statements Post-separation Financial Group consolidated, and

VI. The other documentation that, if any, requests the Secretariat to evaluate the corresponding request.

When the clearance for the separation referred to in this article has taken effect, the separate financial institution or financial institutions shall cease to be held as members of the Financial Group. respective.

When the Institute for Bank Savings Protection subscribes or acquires fifty percent or more of the social capital of a multiple banking institution that is a member of a Financial Group, it does not shall observe the provisions of the first paragraph of this Article. The separation of the multiple banking institution from the Financial Group will have effects from such a subscription or acquisition, so the sole liability agreement in this regard will be modified.

The separation of the financial institutions will be carried out without prejudice to the responsibilities of the controlling company as referred to in this Law, as long as the losses are not covered. which, where appropriate, register financial institutions.

Article 17.- For the merger of two or more controlling or controlling companies, or of any company or financial institution with a controlling company or a sub-controller, as well as for the the merger of two or more financial institutions belonging to the same Financial Group, or of a financial institution which is a member of a Financial Group with another financial institution or with any company, prior authorisation shall be required from the Secretariat, the opinion of the Bank of Mexico and, as appropriate, the Commissions National Banking and Securities, Insurance and Securities or Retirement Savings System.

To request the authorization referred to in this article, the following shall be submitted to the Secretariat:

I. Project of extraordinary general meeting of shareholders of the respective companies containing the agreements relating to the merger;

II. Merge Convention Project;

III. Project of modifications that, if any, would correspond to the statutes of the own societies that are merged and the convention of corresponding responsibilities;

IV. Program of merger of such societies, with indication of the stages in which it is to be carried out;

V. The audited financial statements that present the situation of the companies and which will serve as the basis for the assembly that authorizes the merger;

VI. The projected financial statements of the partnership resulting from the merger;

VII. Relationship and information of persons who directly or indirectly intend to maintain a participation in the social capital of the merging company, which it shall contain, in accordance with the general provisions which the Secretariat issues to the effect, the following:

a) The amount of social capital that you will subscribe to each and the source of the resources that you use for that purpose.

b) The estate situation in the case of individuals or financial statements audited in the case of moral persons, in both cases over the last three years, and

c) Aquella that allows you to verify that they have good repute and business and credit history.

VIII. Relationship of likely directors, general manager and principal directors of the controlling company or the financial institution resulting from the merging, accompanying the information proving that these persons comply with the requirements laid down by this law for such charges;

IX. Strategic financial program for the organization, administration, and internal control of the society resulting from the merger, and

X. Other documentation and related information, which the Secretariat requires for the purpose.

The merging company will be obliged to continue the merger proceedings and will assume the obligations of the merged company from the moment the merger has been agreed, provided that the merger has has been authorised in the terms of this Article.

The authorization granted by the Secretariat for the merger of a controlling company or a financial institution, as merged, will leave without effect the authorization granted to them to organize, to be constituted, operate or operate as such without, for this purpose, the need for the issuance of an express declaration by the Secretariat or the instance which has granted the said authorisation which is without effect. Where appropriate, as soon as the merger of a controlling company has taken effect, the financial institutions which were part of the Financial Group must cease to be held as members of the Financial Group, for which they must to modify their social names in advance.

Article 18.- For the division of a controlling company or a sub-controller, prior authorization from the Secretariat will be required, who will hear the opinion of the Bank of Mexico and, as appropriate, The National Banking and Securities, Insurance and Securities Commissions or the Retirement Savings System.

To request the authorisation referred to in this Article, the company shall submit to the Secretariat the following:

I. Extraordinary General Assembly Act Project of shareholders that contains the agreements relating to its division;

II. Draft statutory reforms of the breakaway society;

III. Project of social statutes of the divided society;

IV. audited financial statements that present the situation of the company, as well as the projected financial statements of the companies that result of the split, and

V. The other documentation that, if any, requests the Secretariat to evaluate the corresponding request.

The company being spun off from a controlling company shall not be deemed to be authorised to organise and operate as a controlling company of a financial group.

On the basis of the division, the company being divided shall not be allowed to carry out active or passive operations of financial institutions, except in cases where the competent authority has authorised it in terms of of the applicable legal provisions or, failing that, by the Secretariat.

In the event that the division produces the extinction of the controlling society, the authorization granted to the controlling company will be without effect to be organized as such and to function as a financial group without, for (a) the issuing of an express declaration by the Secretariat is necessary. As soon as the division takes effect, the financial institutions which were part of the Financial Group shall cease to be held as members of the Financial Group.

Article 19.- Corporate acts authorised in accordance with Articles 15, 16, 17 and 18 of this Law shall have effect from the date on which they are entered in the Public Registry of Trade the public instruments in which the assembly agreements have been concluded in which such acts have been resolved, as well as the respective authorisations.

The authorisations of the Secretariat and the agreements adopted by the shareholders ' assembly referred to in the preceding paragraph shall be published in the Official Journal of the Federation.

For the following ninety days from the date of publication referred to in the preceding paragraph, the creditors of the controlling company, including the other financial institutions of the Financial groups to which, where appropriate, the companies which are the subject of incorporation, separation, merger or division, may, in the sole purpose of obtaining the payment of their claims, be liable to the sole purpose of obtaining the payment of their claims. the respective act.

The authorizations referred to in the first paragraph of this Article shall be subject to the provisions of this Law, and the provisions of the respective special laws shall not apply.

Article 20.- The statutes of the controlling company, the sub-controllers and the Prostators of Service and Real Estate, as well as the unique convention of responsibilities to which the Article 119 of this Law, and any modification to those documents, shall be submitted to the approval of the Secretariat, which shall grant or deny the opinion of the Bank of Mexico and, as appropriate, of the National Banking and Values, Insurance, and Fiances or the Retirement Savings System.

Once the social statutes, the single convention of responsibilities or their modifications have been approved, the public instrument in which they are established must be registered in the Public Registry of Commerce.

Article 21.- The Secretariat, after the opinion of the Bank of Mexico and the National Banking and Securities, Insurance and Securities Commissions and the Retirement Savings System, will issue the rules. general rules governing the other terms and conditions for the organisation of controlling societies and the operation of financial groups, in accordance with the provisions of this Law.

The Secretariat shall also issue provisions of a general nature in order to prevent conflicts of interest that arise in the execution of the administrative or management powers, driving and executing the social business of the Financial Group with respect to the administration and management, conduct or execution of the social business of one or more of the entities that make up the group, for which the Secretariat shall be empowered to exempt one or more entities from the application of certain provisions of this Law.

CHAPTER II

Operating

Article 22.- The Control of the general meetings of shareholders and the management of all financial institutions belonging to each Financial Group shall have the same Company Controller.

The Controller Company will also be able to appoint or remove the majority of members of the board of directors from each of the financial institutions in the Group. Financial.

Article 23.- The controlling companies will have the object of participating, directly or indirectly, in the social capital of the financial institutions belonging to the Financial Group and establishing, through of its social bodies, the general strategies for the management of the Financial Group, as well as the acts provided for in this Law. In no case, the controlling companies may conduct transactions that are their own to the financial institutions belonging to the Financial Group.

The duration of the controlling companies will be indefinite and their registered office will be in national territory.

Article 24.- The social capital of the controlling societies shall be made up of an ordinary part and, where appropriate, an additional part.

The ordinary share capital of the controlling companies will be integrated by shares in the "O" series. Where appropriate, the additional share capital shall be represented by "L" series shares, which may be issued up to 40% of the ordinary share capital, subject to the authorization of the Secretariat.

The "O" and "L" series representative actions will be free to subscribe.

Foreign governments may not participate, directly or indirectly, in the social capital of the controlling company, except in the following cases:

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

Controlling companies that are located in this fraction will be required to provide the Secretariat with the information and documentation that it provides satisfy the above, within 15 working days following the date of the meeting of the said assumption. The Secretariat shall have a period of ninety working days, counted from the receipt of the relevant information and documentation, in order to resolve if the participation in question is located in the presumed exception provided for in this fraction.

II. When the corresponding participation implies that Control of the Control Society is carried out, and it is carried out through moral persons officials, such as funds, government agencies to promote, among others, prior discretionary authorization from the Secretariat, provided that they believe that they:

a) Do not exercise authority functions, and

b) Your decision-making bodies operate independently of the foreign government in question.

III. When the corresponding participation is indirect and does not imply that control of the controlling society is taken. The above, without prejudice to the notices or requests for authorization to be made in accordance with this Law.

Article 25.- Actions shall be of equal value; within each series, they shall confer upon their holders the same rights and 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 the Law of the Market of Securities, who in no case will be forced to give them to the holders.

The "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 settlement, as well as cancellation of their registration on any stock exchanges.

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

Companies may issue unsubscribed shares, which they shall keep in cash, which they shall not compute for the purposes of determining the ownership limits under this Law. Subscribers shall receive the respective constances against the total payment of their nominal value and the premiums which, if any, the company establishes.

Article 26.- People who acquire or transmit shares in the "O" series by more than two percent of the share capital of a controlling Company or who have such acts exceed the percentage, shall give notice to the Secretariat within three working days of the acquisition or transfer.

Article 27.- They may not participate in the social capital of the controlling company, directly or indirectly, financial institutions of the country, including those that are part of the respective Financial Group, except when acting as Institutional Investors, in the terms of this article.

Except as provided for in the following paragraph, insurance and bond institutions, acting as Institutional Investors and, where applicable, any other institutional investors Directly or indirectly controlled by members of a Financial Group, they may not acquire shares representing the social capital of the controlling company or other members of the Financial Group.

Investments to be made, individually or jointly, by investment funds directly or indirectly controlled by financial institutions belonging to a Financial Group, in shares and liabilities (a) subordinated debt securities issued by the controlling company and other members of the Financial Group, in no case may be greater than ten percent of the total of such shares and liabilities.

Article 28.- Any natural or moral person may, through one or more simultaneous or successive operations, acquire shares in the "O" series of the social capital of a controlling Company, provided that when subject to the provisions of this Article.

When it is intended to acquire directly or indirectly more than five percent of the paid share capital, the authorization of the Secretariat must be obtained in advance, who may grant it discretionally, after hearing the opinion of the Bank of Mexico and, as appropriate, of the National Banking and Securities, Insurance and Securities Commissions or the Retirement Savings System. In such cases, persons intending to carry out the acquisition mentioned above must prove that they comply with the requirements laid down in Article 14 (II) of this Law, and provide the Secretariat itself with information that for such an effect is set by general rules.

In the event that a person or group of persons, shareholders or not, intends to acquire, directly or indirectly, twenty percent or more of the representative shares of the "O" series of the social capital The Control Society, or the Control, must request prior authorization from the Secretariat, who may grant it discretionally, for which the opinion of the Bank of Mexico and, as appropriate, of the Commissions National Banking and Securities, Insurance and Securities or Savings System for the Retirement. Such request shall contain the following:

I. Relationship or information of the person or persons who, if any, intend to acquire the shares, to which it shall be accompany the information to be provided in accordance with the second paragraph of this Article;

II. Relationship of the directors and directors who would appoint in the controlling company of which they intend to acquire the Control, attaching the information that accredit that these persons meet the requirements that this Law establishes for such charges;

III. Where applicable, modifications to the strategic program for your organization, administration, and internal control, and

IV. The other related documentation required by the Secretariat in order to evaluate the corresponding request.

It will require authorization from the Secretariat, who will be able to grant it discretionally, after hearing the opinion of the Bank of Mexico and, as appropriate, the National Banking and Securities Commissions, Insurance and Bail or Retirement System for any natural or moral person to acquire, directly or indirectly, more than five percent of the paid share capital of a Subcontroller. Persons intending to carry out the said acquisition must prove that they comply with the requirements laid down in Article 14 (II) of this Law.

The direct or indirect acquisition of twenty per cent or more of the shares representing the paid share capital of a Sub-Controller shall be subject to the provisions of this Article for Companies Controllers.

Article 29.- The controlling company shall, where appropriate, refrain from registering in the register referred to in Articles 128 and 129 of the General Law on Companies transfers of shares which are carried out in contravention of the provisions of Articles 24, 26, 27, 28, 74 and 75 of this Law, and shall inform the Secretariat and the Supervisory Board of such circumstances within five working days following the date on which you are aware of this.

When acquisitions and other legal acts through which the ownership of representative shares of the social capital of a controlling society is directly or indirectly obtained in contravention of the provisions of the articles referred to in the preceding paragraph, the property and corporate rights inherent in the corresponding shares of the controlling company shall be suspended and may therefore 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 Act provides.

Article 30.- Controlling Societies may issue subordinate obligations subject to the provisions of this Law and Article 64 of the Credit Institutions Act.

Article 31.- People who are representing shareholders to the Assemblies of the Control Society will credit their personality by being able to be granted on forms prepared by the Controlling Society itself, meeting the following requirements:

I. Note in a notorious manner the name of the controlling society, as well as the respective order of the day;

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

III. Be foliated and signed by the secretary or prosecretary of the board of directors of the controlling society, prior to its delivery to shareholders.

The Controller shall keep at the disposal of the shareholders ' representatives, within the period referred to in Article 173 of the General Law of Companies, the forms of the powers, so that those can make them come with an opportunity to their represented.

The tellers will be obliged to ensure compliance with the provisions of this article and report on it to the assembly, which will be stated in the respective minutes.

Article 32.- On the agenda, all matters to be dealt with in the shareholders ' meeting, including those in the general business area, should be listed.

The documentation and information related to the topics to be dealt with in the corresponding shareholders ' meeting, must be made available to the shareholders at least with 15 days of anticipation of their celebration.

CHAPTER III

Administration

Article 33.- The controlling companies will have their administration entrusted to a board of directors and a director general, who will perform the functions that the present legal order sets.

Article 34.- The board of directors of the controlling companies shall be composed of a minimum of five and a maximum of fifteen members, of which, at least, the 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.

The board of directors shall also appoint a secretary who shall not be a member of the board, who shall be subject to the obligations and responsibilities that this legal order may have. sets.

By independent counsel, the person who is a member of the management of the respective controlling company, financial institutions or sub-controllers or other persons shall be understood companies that integrate the Business Group or Consortium in question, and which meets the requirements and conditions determined by the National Banking and Securities Commission, by means of the general provisions referred to in the Law of Credit institutions, in which the assumptions will also be established under which, a counsellor shall be deemed to cease to be independent, for the purposes of this Act.

Directors will continue to perform their duties, even if the time limit for which they have been appointed has been completed or for their resignation, up to a period of 30 days, in the absence of the replacement designation or when the replacement is not in his possession, 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 assumptions mentioned in the paragraph are updated. or in Article 155 of the General Law of Companies. The shareholders ' assembly of the controlling company shall ratify such appointments or appoint the substitute members in the assembly following such an event, without prejudice to the rights of the shareholders of the Company. Controller to designate directors in accordance with Article 65, fraction IV of this legal order.

Article 35.- The appointments of directors of the controlling companies must 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.

In no case can they be counsellors:

I. Officials and employees of the controlling society, with the exception of its director general and managers holding positions with the two immediate administrative hierarchies lower than that of the two immediate months prior to the date on which they are intended to be appointed, without the latter constituting more than one third of the of the board of directors;

II. The spouse, concubine or concubinaire of any counselor, as well as the persons who have kinship by consanguinity, affinity or civil to the fourth degree with more than two counselors;

III. Persons who have pending litigation with the Controlling Society or with one or more of the financial institutions or sub-controllers;

IV. Persons sentenced for intentional property crimes; those who are disabled for trade or for employment, office or commission in the public service, or in the Mexican financial system;

V. Those found to be bankrupt or contest;

VI. Public servants performing inspection and surveillance functions, or regulatory functions, of the Controlling Society, of entities financial or sub-controller, unless there is a participation of the federal government in the social capital of the said controlling company or entities mentioned or supported by the Institute for the Protection of Banking Savings, and

VII. The persons who have served as the external auditor of the controlling company, of any of the financial institutions or of the Sub-controllers or part of the same Consortium to which that company belongs, during the 12 months immediately preceding the date of appointment.

The directors of the controlling companies and the s participating in the board of directors of the controlling companies of other financial groups or financial institutions Members or not their Financial Group shall disclose that circumstance to the shareholders ' assembly in the act of their appointment.

Most counselors must be Mexican or foreign residents residing in the national territory, in terms of the provisions of the Fiscal Code of the Federation.

Article 36.- The board of directors of the controlling companies, for the performance of the functions that this Law assigns to it, will have the help of one or more committees that it establishes for such 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.

When for any cause, the minimum number of members of the committee carrying out the functions of social and audit practices and the board of directors has not been designated. Any shareholder may ask the chairman of the said council to convene within three days a general meeting of shareholders for the purpose of making the decision. corresponding designation. If the call is not made within the prescribed period, any shareholder may occur to the judicial authority of the domicile of the controlling company, in order for the latter to make the call. In the event that the assembly was not convened or that the appointment was not made, the judicial authority of the domicile of the controlling company, at the request and proposal of any shareholder, will appoint the corresponding directors, who will shall operate until the general assembly of shareholders makes the final appointment.

Also, the board of directors of the controlling companies may have an executive committee in which the officials of the first two levels of the other participating entities will participate. of the Financial Group and moral persons in which the controlling company exercises control, in order to contribute in the performance of the functions of management and conduct of the business of the financial institutions members to the group Financial.

Article 37.- The independent directors and, where appropriate, the respective alternates, shall be selected for their experience, capacity and professional prestige, considering in addition that characteristics can perform their functions free from 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 report on such designations or ratifications, shall qualify as 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. The Relevant Managers, the managers of the Business Group or Consortium to which the controlling society belongs, the stewards of the entities members of the Financial Group or Sub-controllers, and persons who have held any of these charges for the immediate 12 months prior to the time of their appointment.

II. Any natural persons who have Command Power in the Controlling Society or in any of the financial institutions or Subcontrollers that are a party of the Business Group or Consortium to which the controlling Company belongs.

III. Shareholders who are part of the Group of Persons who maintain Control of the Controlling Society.

IV. Service providers, suppliers, debtors, creditors, partners, advisors or employees of a company that is a service provider, provider, debtor or major creditor of the controlling company.

A service provider or provider is considered to be important when revenue from the controlling company represents more than ten percent. (a) the total sales of the product concerned during the 12 months prior to the date of the appointment. In addition, a debtor or creditor of the controlling company is considered to be important, where the amount of credit is greater than 15% of the assets of the controlling company itself or its counterparty.

V. Employees of a foundation, association or civil society receiving important donations from the controlling Society, or from any of the entities financial or sub-controllers forming part of the Business Group or Consortium to which the controlling Company belongs.

Important donations are considered to those representing more than fifteen percent of the total donations received by the foundation, association or society civilians in question.

VI. High-level directors or managers of a society on whose board of directors a relevant Directing is involved.

VII. Those who have kinship by consanguinity, affinity or civil to the fourth grade, as well as the spouses, concubine and concubinaire, of any of natural persons referred to in fractions I to VI of this Article.

The independent directors who, during their assignment, no longer have such a characteristic, must do so at the latest in the management board at the next session of the management board.

The Supervisory Board, prior to the hearing of the controlling company and the adviser concerned, and with the agreement of its Governing Board, may object to the independence of the members of the Management Board, where there are elements demonstrating the lack of independence as provided for in fractions I to VII of this Article, of course in which they shall lose the said character. The Commission may object to the independence referred to in this Article where it is found that, during the assignment of a counsellor, it is located in any of the cases referred to in this Article.

Article 38.- The board of directors shall be at least four times during each social year.

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

The external auditor of the controlling 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 you have a conflict of interest or which may compromise your independence.

Article 39.- The administrative board should deal with the following issues:

I. Establish the overall strategies of the Financial Group, as well as the general strategies for managing, conducting and executing the business of the Controlling company, financial institutions and sub-controllers.

II. Vigil, through the committee of social practices, management and management of the controlling society, financial institutions and Sub-controllers in which the Control is exercised, considering the relevance of the latter in the financial, administrative and legal situation of the Financial Group as a whole, as well as the performance of the relevant Directors. The above, in terms of the provisions of Articles 56 to 58 of this Law.

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 the wealth of the controlling society, as well as financial institutions and other moral persons in whom you exercise Control, by Related Persons.

b) The acts, each individual, with Related Persons, who intend to hold the Controlling Society.

Will not require approval from the board of directors, the acts listed below, provided they adhere to the policies and guidelines that the council will approve:

1.       Those who are of relevance to the Financial Group as a whole, in terms of the general rules governing the terms and conditions for the organisation of the controlling societies and the functioning of the Financial Groups.

2.       The acts carried out between the controlling company and the financial institutions belonging to the financial group or sub-controllers, 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. Those that are made with employees of the controlling company, financial institutions members of the Financial Group or Sub-controllers, provided that they are carried out on the same terms as with any client or as a result of general employment benefits.

c) Acts that are executed, either simultaneously or successively, that by their characteristics can be considered as one and only which are intended to be carried out by the controlling company or financial institutions belonging to the Financial Group or Sub-controllers within the period of a social year, where they are unusual or non-recurring, or their amount represents, on the basis of in figures corresponding to the closure of the previous immediate quarter in any of the following scenarios:

1.       The acquisition or disposal of goods of 5% or more of the consolidated assets of the Financial Group.

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 Financial Group.

investments in debt securities or bank instruments are exempted, provided that they are made in accordance with the policies that the council itself approves.

d) The appointment and, as the case may be, removal of the CEO of the controlling company and its full remuneration, as well as the policies for the integral designation and remuneration of the other relevant managers.

e) Policies for the granting of mutual, loans, or any kind of credit or guarantee to Related Persons.

f) Dispensations for a Counselor, Relevant Officer or Person with Command Power, to take advantage of business opportunities for or in favour of third parties, which correspond to the controlling company, financial institutions or sub-controllers. Waivers for transactions the amount of which is less than that referred to in point (c) of this fraction may be delegated to one of the committees of the controlling company responsible for the functions of audit or social practices to which refers to this Law.

g) The guidelines on internal control and internal audit of the controlling company, of financial institutions and Subcontrollers.

h) The accounting policies of the controlling society, adjusting to the provisions of this Law.

i) The financial statements of the controlling society.

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

When the determinations of the board of directors are not in accordance with the opinions provided by the committee The committee shall instruct the Director-General to disclose such a circumstance to the general meeting of shareholders held after that act and to the Supervisory Board within 10 working days. following the corresponding determination.

These authorisations do not exempt from the fulfilment of obligations with related persons established in special laws of each financial institution member of the Financial Group.

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

a) The reports referred to in Article 58 of this Act.

b) The report that the Director-General draws up in accordance with Article 59, Section X of this Act, together with the opinion of the external auditor.

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

d) The report referred to in Article 172 (B) of the General Law on Mercantile Companies containing the main policies and criteria accounting and reporting in a row in the preparation of financial information.

e) The report on the operations and activities in which you intervened as provided for in this Act.

V. Follow up on the main risks to which the controlling society and financial institutions of the Financial Group are exposed and Sub-controllers, 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, internal control and internal audit systems, registration, file or information, of these and that, what you will be able to carry out through the committee carrying out the tasks in the field of audit.

VI. Approve information and communication policies with shareholders, as well as relevant directors and directors, to comply with the provided for in this legal order.

VII. Determine the actions that correspond to address the irregularities of your knowledge and implement corrective measures corresponding.

VIII. Set the terms and conditions to which the Director-General will adjust in the exercise of his or her powers of domain acts.

IX. Other than this Law establishes or is provided for in the social statutes of the Controlling Society, 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 committee that exercises the audit functions. refers to this Law.

Article 40.- The members of the board of directors shall perform their duties without favouring a certain shareholder or group of shareholders, to the detriment of others. 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.

Article 41.- The Controlling Society must verify that persons designated as counselors, director-general, and officials with the two immediate hierarchies lower than that of the (a) to comply with the requirements set out in Articles 35 and 60 of this Law. The Supervisory Commission shall, by means of general provisions, establish the criteria by which the dossiers certifying compliance with the provisions of this Article shall be integrated.

In any case, the persons referred to in the preceding paragraph shall express in writing:

I. Which are not located in any of the prohibition cases referred to in Article 35, fractions I to VII, for members, and fraction III of Article 60 of this Law for the case of the Director-General and officials referred to in the first paragraph of this Article;

II. They are aware of their credit obligations of any kind, and

III. Who know the rights and obligations they assume when accepting the appropriate charge.

Controlling companies should report to the Supervisory Board the appointments, resignations and removals of directors, general manager and officials with the two immediate hierarchies below that of the latter, within 10 working days after its designation, waiver or removal, as appropriate, expressly stating that they comply with the applicable requirements.

Article 42.- The Supervisory Commission, in agreement with its Governing Board, may at any time determine that the removal of the members of the Board of Directors, Directors-General, directors, managers and officials who can bind the controlling company with their signature, as well as suspend from three months up to five years the persons mentioned above, when they consider that they do not have sufficient technical quality, honorability and satisfactory credit history for the performance of your functions, do not meet the requirements for the purpose established or incur in a serious or repeated manner in violation of this Law or the provisions of general character which result from it. In the last two cases, the Commission itself may also disable the persons mentioned for employment, office or commission within the Mexican financial system for the same period of three months up to five years, without prejudice to the the penalties which, in accordance with this or other legal orders, are applicable. Before issuing the relevant decision, the Commission shall listen to the data subject and the controlling company concerned.

The Supervisory Commission itself may, with the agreement of its Governing Board, order the removal, suspension or disablement of the independent external auditors of the controlling companies, as well as to suspend such persons for the period referred to in the preceding paragraph, where they incur in a serious or repeated manner in breach of this Law or the provisions of a general nature which emanate from it, without prejudice to the could be secured.

For the purposes of this article, the following definitions apply:

a) Suspension, to temporary interruption in the performance of the functions that the offender has within the entity financial at the time the offence has been committed or detected; it may perform functions other than those that gave rise to the sanction, provided that they are not directly or indirectly related to the charge or activity which gave rise to the suspension.

b) Emotion, to the separation of the offender from the employment, position or commission that he has in the financial institution at the time the offence has been committed or detected.

c) Disablement, temporary impairment in the exercise of a job, position or commission within the financial system

The decisions of the Supervisory Commission shall be taken into consideration, inter alia, in the following elements: the seriousness of the infringement and the desirability of avoiding such practices; the hierarchical level, the background, age and other conditions of the offender; the external conditions and measures to enforce the infringement; whether or not there is a repeat, and where appropriate, the amount of the benefit, damage or economic injury arising from the infringement.

The resolutions referred to in this Article may be appealed to the Secretariat within 15 days of the date on which they were notified. The Secretariat may revoke, amend or confirm the decision under appeal, after hearing the parties.

Article 43.- The management board of the Controlling Society will dictate the general strategies for the management, management and execution of the Control Society business, as well as the entities comprising the Financial Group and Sub-controllers, as provided for in Article 39, fraction I of this legal order. The above, without prejudice to the powers of the social bodies of the financial institutions and other moral persons mentioned in order to dictate their own strategies, which must be consistent with the general strategy of the Group. Financial.

The management boards of the controlling company, as well as the financial institutions that make up the Financial and Sub-controlling Group, should establish the mechanisms for communication and coordination necessary for the general strategies of the Financial Group to be known and adopted, as well as for the controlling society to verify that the management, driving and business execution strategies of each of these entities and sub-controllers are consistent with the overall strategy of the Financial Group.

Article 44.- For the purpose of the management board of the controlling company to establish the general strategies for the management, management and execution of the controlling company's business, financial institutions and sub-controllers, may establish the mechanisms to be followed by the relevant managers to keep the controlling company informed of the financial, administrative, operational and legal situation of each of the financial institutions and other moral persons controlled by the society. Among these mechanisms, communication lines, direct or indirect, of the directors-general of the aforementioned entities and moral persons may be established to the director general of the controlling society on the results of their functions management, management and execution of the business of the entity that they manage. The above, without prejudice to the powers of communication and supervision referred to in Articles 46, fractions I and II; 47; 57 (II), (i), (j) and (l), and 61 of this Law, as well as the obligations to be fulfilled before the partner bodies.

The CEO of the controlling company in addition to the persons who may assist him in the performance of his obligations in accordance with the provisions of Article 61 of this Law, may to request financial institutions from the Financial Group, through its Directors-General and other relevant Directors, any information, documentation and, in general, advice or technical cooperation for the due exercise of their duties. For their part, financial institutions must provide what is necessary for their CEOs and other relevant Directors to comply with the requests made by the CEO of the Control Society.

Article 45.- The Supervisory Commission may authorise the committees set up by the Board of Directors of the Control Society to carry out, in whole or in part, the tasks entrusted to it. the administrative or supervisory committees of the financial group, provided that the controlling company so requests in order to avoid or solve the duplicity of functions which may arise between the committees of the financial group; Controlling company and such entities. Once such authorization has been granted, the Committees of the Controlling Society shall perform the duties and assume the responsibilities of the committees of the said financial institutions in terms of the applicable regulations, except that this implies conflicts of interest in the judgment of the Supervisory Commission.

SECTION I

From the duty of diligence

Article 46.- The members of the board of directors of the controlling societies, in the diligent exercise of the functions that this Law and the social statutes give to the social organ, must act in good faith and in the best interests of the Financial Group, for which they can:

I. Request information from the Controller and Financial Entities or Subcontrollers that is reasonably necessary for the takeover decisions.

The administrative board may, with the prior opinion of the committee carrying out the audit functions, set out guidelines which establish the manner in which such requests will be made and, where appropriate, the extent of the members ' own requests for information.

II. Require the presence of Relevant Managers and other persons, including external auditors, the Controlling Society and financial institutions members of the Financial Group who can contribute to or contribute to the decision-making in the Council meetings.

III. Apply the sessions of the board of directors, when a counselor has not been summoned or has not been in time or, if applicable, not provided the information provided to the other members. Such deferral shall be for up to three days, with the possibility of meeting the council without the need for a new call, provided that the deficiency has been remedied.

IV. Deliberate and vote, requesting to be present, if so desired, exclusively by members and the secretary of the board of directors.

Article 47.- The members of the board of directors, the relevant managers, and other persons who perform powers of representation of the controlling society, must provide the necessary for compliance with the provisions of this Law.

Information to be submitted to the Board of Directors of the Controller Company by Relevant Managers and other employees, both of the controlling Company itself and of the entities financial or sub-controller, must be subscribed by the persons responsible for its content and development.

Management board members and other persons who perform a job, position or commission in any of the financial institutions or Sub-controllers shall not be absent from discretion and confidentiality. established in this or other laws, when they provide information in accordance with the provisions of the Management Board of the Controlling Society concerning financial institutions.

Article 48.- The members of the board of directors of the Financial Groups Control Societies will fail to do due diligence and will be liable in terms of the established in Article 49 of this Law, when they cause property damage to the controlling company, financial institutions or sub-controllers, by virtue of updating any of the following assumptions:

I. Refrain from attending, except for justified cause in the judgment of the shareholders ' assembly, to the sessions of the council and, where appropriate, committees of which be a party, and that the body in question cannot be legally held on account of its inassistance.

II. Do not disclose to the board of directors or, where appropriate, the committees of which they are a party, information that is necessary for the proper taking of decisions in those social bodies, unless they are legally or contractually obliged to keep secret or confidential in this respect.

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

Article 49.- The responsibility of compensating for damages caused to the controlling company of the Financial Group, financial institutions or Sub-controllers, for lack of diligence of the members of the board of directors of the controlling companies, arising out of the acts they carry out or the decisions they take in the council or of those which cease to be taken when they are not legally able to hold such a social body, will be in solidarity between the guilty parties who have executed the act, (i) a decision or an action which the said social body could not. 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.

Controlling companies will be able to agree to indemnification and to contract in favor of the members of the board of directors, insurance, bonds or rubbers that will cover the amount of the compensation for the damages that cause their action to the controlling company, financial institutions or sub-controllers, except in the case of acts of wilful or bad faith, or illegal acts in accordance with this or other laws.

SECTION II

Of the duty of loyalty and unlawful acts or deeds

Article 50.- The members and secretary of the board of directors of the controlling societies shall be required to keep confidentiality with respect to the information and matters that are known to them. reason for his or her duties, where such information or matters are not of a public nature.

Members and, where appropriate, the Secretary of the Administrative Board having a conflict of interest in any matter shall refrain from participating and present in the deliberation and vote of such a matter. subject, without affecting the quorum required for the installation of the said council.

The members shall be jointly and severally liable with those who have preceded them in office, for any irregularities in which they have been incurred, if they do not know them in writing to the committee. to perform the audit functions and the external auditor. They shall also be required to inform the audit committee and the external auditor, all irregularities which, during the exercise of their duties, have knowledge and which relate to the controlling company, the entities financial or the Subcontrollers.

Article 51.- The members and the secretary of the board of directors of the controlling companies will incur disloyalty to the controlling company and will therefore be responsible for damages caused to the same or to financial institutions or sub-controllers, where, without legitimate cause, by virtue of their employment, position or commission, they obtain economic benefits for themselves or to procure them in favour of third parties, including a a shareholder or group of shareholders.

Likewise, members of the board of directors will incur disloyalty to the controlling company or financial institutions or sub-controllers, being liable for 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 assets of the controlling company or entities financial or conflict-of-interest Subcontrollers.

II. Do not disclose, in matters dealt with in the sessions of the board of directors or committees of which they are a party, conflicts of interest have respect to the controlling company or financial institutions or sub-controllers. 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 in the controlling company or financial institutions or sub-controllers, to the detriment or detriment of other shareholders.

IV. Approve the acts of the controlling company or financial institutions or sub-controllers, with related persons, without adjusting or giving compliance with the requirements that this Act establishes.

V. Take advantage of or approve in favor of third parties, the use or enjoyment of the assets that are part of the patrimony of the controlling society or entities financial or sub-controller, in contravention of policies approved by the board of directors.

VI. Hagan misuse of information other than public knowledge, relating to the Controlling Society or financial entities or Subcontrollers.

VII. Take advantage of or exploit, for your own benefit or in favor of third parties, without the dispensation of the board of directors, business opportunities that correspond to the controlling company, financial institutions or sub-controllers.

The effect shall be deemed, unless otherwise proved, that a business opportunity corresponding to the controlling company is exploited or exploited; financial or Subcontroller, when the counselor, directly or indirectly, performs activities that:

a) Sean from the regular or regular turn of the controlling Society itself or of financial institutions or Subcontrollers.

b) Implies the conclusion of an operation or business opportunity that was originally addressed to the controlling company or financial institutions or Sub-controllers.

c) Involve or intend to engage in commercial or business projects to be developed by the controlling company, financial institutions, or Sub-controllers, 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 Controlling Society.

In the case of financial institutions or sub-controllers, disloyalty liability shall be payable to the members and secretary of the board of directors of that company contributing to the procurement, without legitimate cause, of the benefits referred to in the first paragraph of this article.

Article 52.- The members and secretary of the board of directors of the controlling societies shall refrain from any of the conduct set out below:

I. Generate, disseminate, publish or provide information to the public of the controlling society, financial institutions or sub-controllers, knowingly which is false or misleads, or, order any such conduct to take place.

II. Order or cause the registration of acts performed by the controlling company or financial institutions or sub-controllers to be omitted, as well as alter or order the records to be altered to hide the true nature of the events, affecting any concept of the financial statements.

III. Hide, omit, or cause to hide or omit to disclose information that, in terms of this legal order, must be disclosed to the public or to the public. shareholders.

IV. Order, allow, or accept that false data are entered in the Accounting Company's accounting or financial institutions or Subcontrollers. 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 controlling society or entities Financial institutions in which the Control is exercised do not have it, and the information supporting the accounting records cannot be credited.

V. Destroy, modify, or order that the accounting systems or records or documentation originating from them be destroyed or modified, in whole or in part accounting entries of a controlling company or of financial institutions or sub-controllers, prior to the expiration of 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, for the purpose of preventing or obstructing the acts of supervision of the competent Commission.

VII. Destroy or order to destroy, totally or partially, information, documents or files, even electronic, for the purpose of manipulating or hiding data or information from the Controlling Society to those who have legal interest in meeting them.

VIII. Submit to the Supervisory Commission documents or false or altered information, in order to hide its true content or context.

IX. Altering active or passive accounts or contract conditions, making or ordering non-existent operations or expenses to be recorded, overstating actual or intentionally carry out any act or operation that is illegal or prohibited by law, generating in any of those cases a breach or damage to the assets of the controlling society in question or to the financial institutions o Subcontrollers, for their own economic benefit, either directly or through of a third party.

The provisions of this article will also apply to persons exercising Command Power in the Controlling Society.

Article 53.- The responsibility of compensating for the damages caused by the acts, acts or omissions referred to in this Section, shall be in solidarity between the persons who have executed the act, adopted the decision and shall be required as a result of damages or damages. The appropriate compensation must cover the damages caused to the controlling company or to the financial institutions or sub-controllers and, in any case, the removal of the charge of the culprits will be carried out.

The Controller Company concerned shall in no circumstances be able to agree to, or provide for, its social statutes, benefits, benefits or exclusionary liability, which shall limit, release, replace or otherwise. compensate the liability for the liability referred to in the legal precepts referred to in the preceding paragraph, or to hire in favor of any insurance, sureties or guarantees covering the amount of the compensation for the damages and damage caused.

SECTION III

Of responsibility actions

Article 54.- The liability deriving from the acts referred to in this Law shall be exclusively in favour of the controlling company or the financial institution or Subcontroller that suffers the damage patrimonial.

The liability action may be exercised:

I. By the Controlling Society.

II. By the financial institution.

III. By the shareholders of the controlling company that, individually or as a whole, represent 15% or more of the social capital of the Controlling Society.

The plaintiff may compromise the amount of damages, provided that he has previously submitted to the Board of Directors of the Control Society, the terms and the conditions of the relevant judicial 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 on Companies. In any event, such actions shall comprise the total amount of liabilities in favour of the controlling company, financial institutions or sub-controllers and not solely the personal interest of the claimant or the claimants.

The action referred to in this article by the controlling company or the shareholders of the controlling company, which, individually or as a whole, represent 15% or more of the capital of the company Controller, in favour of financial institutions or sub-controllers, shall be independent of the actions to be carried out by the financial institutions themselves, the aforementioned sub-controllers or the shareholders of any of them in accordance with the provided for in Articles 161 and 163 of the General Law on Commercial Companies.

Actions that are intended to require liability in terms of this article shall be prescribed in five years from the day on which the act was performed or caused the damage. corresponding patrimonial.

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 the provisions of the Code of Trade.

Article 55.- The members of the board of directors shall not, individually or in whole, incur liability for the damages caused to the controlling company or to the financial institutions or sub-controllers, derivatives of acts that they execute or decisions that they adopt, when acting in good faith, any of the following liability exclusionary shall be updated:

I. Den compliance with the requirements that this Law or the social statutes establish for the approval of the matters that are competent to know the council of administration or, where appropriate, committees of which they are a party.

II. Take decisions or vote in the sessions of the board of directors or, where appropriate, committees to which they belong, based on information provided by Relevant Managers, the moral person who provides the external audit services or independent experts, whose capacity and credibility do not provide a reasonable doubt.

III. Hayan selected the most appropriate alternative, to its best knowledge and understanding, or the negative heritage effects have not been foreseeable, in both cases, based on information available at the time of the decision.

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

CHAPTER IV

From Surveillance

Article 56.- The supervision of the management, conduct and execution of the business of the controlling companies, of the financial institutions belonging to the Financial Group and of the Subcontrollers, Considering the relevance of the latter to the financial, administrative, operational and legal situation of the former, it shall be entrusted by the Management Board through the committees which it constitutes, to carry out the activities in the field of social and audit practices, as well as through of the moral person performing the external audit of the controlling society, each in the field of their respective competencies, as indicated in this Law.

The controlling companies shall not be subject to the provisions of Article 91, section V of the General Law of Companies, nor shall Articles 164 to 171, 172, last apply to such companies. paragraph, 173 and 176 of that Law.

Article 57.- The management board, in the performance of its surveillance activities, shall be assisted by one or more committees responsible for the development of the following activities:

I. In the field of social practices:

a) Give an opinion to the board of directors on the matters to be approved as referred to in Article 39 (III) (a) to (h) of this Regulation legal and others that compete under this Law.

b) Request the opinion of independent experts in cases where you deem it appropriate, for the proper performance of your duties.

c) Convening shareholders ' assemblies and making the items they deem relevant to be inserted on the agenda of those assemblies.

d) Support the board of directors in the preparation of the reports referred to in Article 39, 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 that the present legal order assigns.

II. On audit:

a) Give opinion to the board of directors on the matters to be approved as referred to in Article 39 (III) (i) to (j) of this Regulation legal and others that compete under this Law.

b) Evaluate the performance of the moral person who provides the external audit services to the controlling society, as well as the analysis of the opinion, opinions, reports or reports to be drawn up and subscribed by the external auditor. 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 preparation 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 internal control and audit system keeps internal to the controlling company, financial institutions or moral persons in which it exercises control, including irregularities which, where appropriate, is detected.

e) Elaborate the opinion referred to in Article 39 (IV) (c) of this Law and submit it to consideration of the board of directors for subsequent submission 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 controlling society are adequate and sufficient taking into account the particular circumstances of the same.

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

3. If as a consequence of previous numerals 1 and 2, the information presented by the Director General reflects in a reasonable manner the financial situation and the results of society.

f) Support the Management Board in the preparation of the reports referred to in Article 39; Section IV, points (d) and (e) of this Act.

g) Watch that the acts referred to in Articles 39, fraction III and 65 of this Law are brought to (a)

accordance with the provisions laid down in Article 1 (1) (a) of Regulation (EU) No.

h) Request the opinion of independent experts in cases where you deem it convenient, for the adequate performance of their functions.

i) Requiring relevant managers and other employees of the controlling company as well as the financial institutions or sub-controllers, reports relating to the preparation of financial information and any other type it deems necessary for the exercise of its functions.

j) Investigate any non-compliances of which you are aware, in respect of acts, (a) guidelines and policies for operation, internal control system and internal audit and accounting records, either from the controlling company itself or from financial institutions or sub-controllers, 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 for the proper performance of the surveillance activities of the Management Board.

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 preceding paragraph, and to carry out the actions which he or she considers to be related to such observations.

l) Request regular meetings with the Relevant Managers as well as delivery of any type of information related to internal control and internal audit of the controlling company or financial institutions or sub-controllers.

m) Inform the board of directors of the major irregularities detected on the occasion of the exercise of their functions and, where appropriate, of the corrective actions taken or to propose those to be implemented.

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

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

p) Monitoring mechanisms and internal controls to verify that the acts of the Controlling Company and financial institutions or Subcontrollers, adhere to the applicable regulations, as well as implement methodologies that make it possible to review the compliance of the above.

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

Article 58.- The chairmen of the committees carrying out the functions in the field of social and audit practices shall be appointed and removed from their position 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. The 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) Acts with Related Persons, during the reporting exercise, detailing the characteristics of those that are significant.

c) The packages of emoluments or integral remuneration of the natural persons referred to in Article 39, fraction III, point (d) of this Law.

d) The waivers granted by the board of directors in terms of the provisions of Article 39, section III, point (f) of this Law.

e) The observations made by the supervisory committees of financial institutions in the Financial Group, or the Supervisory Board of the controlling company, as a result of the supervision it carries out.

II. On audit:

a) The state that holds the internal control and internal audit system of the controlling company, financial institutions, or moral persons in which exercises the control and, where appropriate, the description of its deficiencies and deviations, as well as of the aspects that require improvement, taking into account the opinions, reports, statements and the external audit opinion, as well as the reports issued by independent experts who have provided their services during the the period covered by the report.

b) The mention and follow-up of preventive and corrective measures implemented based on the results of the investigations related to the non-compliance with the guidelines and policies of operation and accounting records, either from the controlling company itself or from financial institutions or sub-controllers.

c) The assessment of the performance of the moral person who grants the external audit services, as well as the external auditor in charge of the external audit.

d) The description and assessment of additional or complementary services that, if any, provides the moral person responsible for carrying out the audit external, as well as those granted by independent experts.

e) The main results of revisions to the financial statements of the controlling company and financial institutions or sub-controllers.

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

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

h) Monitoring of the shareholders ' assemblies and the board of directors.

For the preparation of the reports referred to in this legal precept, as well as the opinions referred to in Article 57 of this Law, the committees of social and audit practices shall hear the Relevant Managers; if there is a difference of opinion with the latter, they will incorporate such differences in those reports and opinions.

CHAPTER V

Of managing, driving, and running social business

Article 59.- The functions of management, conduct and execution of the business of the controlling company, financial institutions belonging to the Financial Group and the Subcontrollers, will be the responsibility of the appropriate director-general, as established in this article, subject to the strategies, policies and guidelines approved by the management board of the controlling society.

The CEO of the Control Society, for the performance of his duties, will have the most extensive powers to represent him in acts of administration and lawsuits and charges, including special powers under the laws requiring special provision. In the case of domain acts, the Director-General shall comply with the terms and conditions laid down by the Management Board in accordance with Article 39 (VIII) of this legal order.

The Director General of the Control Society, without prejudice to the above, shall:

I. Submit to the approval of the board of directors the business strategies of the controlling company, of the financial institutions Financial Group and Sub-controllers, based on the information they provide to you.

II. Give compliance to the agreements of the shareholders ' assemblies and the board of directors, in accordance with the instructions that, if applicable, the own assembly or the council.

III. Propose to the committee that performs the audit functions, the guidelines of the internal control system and internal audit of the Society Controller and financial institutions belonging to the Financial and Sub-controlling Group, as well as to implement the guidelines that the board of directors of the company will approve.

IV. Subscribe, along with the relevant Managers in charge of their preparation in the area of their competence, the information that in terms of the applicable provisions should be disclosed to the public.

V.          To disseminate information that must be disclosed to the public in terms of the applicable provisions.

VI. Exercise, on its own or through delegated delegated, in the field of its competence or by instruction of the board of directors, corrective actions and of liability resulting from them.

VII. Verify that the capital contributions made by the partners are made, if any.

VIII. Give compliance to statutory and statutory requirements in respect of dividends to be paid to shareholders.

IX. Ensure that society's accounting, recording, archiving, or information systems are maintained.

X. Elaborate and submit to the board of directors the report referred to in Article 172 of the General Law on Companies, with the exception of on the main accounting and reporting policies and criteria followed in the preparation of financial information.

XI. Establish internal mechanisms and controls to verify that the acts of the controlling society, financial entities belonging to the Group Financial and Sub-controllers, have been attached to the applicable regulations, as well as follow up on the results of these internal mechanisms and controls and take the necessary measures in their case.

XII.        Exercise the actions of liability to which this Law refers, against Related Persons or third parties who have presumably caused damage to the Control Society or to the financial institutions or Subcontrollers, except which, by determination of the Management Board of the Controlling Society, and after the committee responsible for the audit functions, the damage caused is not relevant.

XIII. Other than this Law establishes or is foreseen in the social statutes of the controlling society, in accordance with the functions that the present order legal assigns you.

Article 60.- The appointment of the Director-General of the Controlling Society and of officials with the two immediate hierarchies lower than that of the latter shall be made by persons who have with good repute and satisfactory credit history in terms of the general provisions that the Supervisory Commission will issue to the effect. In addition, such persons shall, at least, meet the following requirements:

I. Being resident on national territory, in terms of the provisions of the Federation's Fiscal Code;

II. To have provided at least five years of its services in high level decision-making positions, the performance of which requires knowledge and experience in financial and administrative matters;

III. Do not have any of the following impediments:

a) Having pending litigation with the controlling company in question or with one or more of the member financial institutions of the Financial Group or Sub-controllers;

(b) Being sentenced for intentional property offences, as well as being disabled for trade or for employment, charge or commission in the public service, or in the Mexican financial system;

c) Being declared bankrupt or contest;

d) Conduct regulatory, inspection and surveillance functions of the controlling company or financial institutions Financial Group or Sub-controllers, unless there is a participation of the federal government in the social capital of the aforementioned controlling company or financial institutions, or receive support from the Institute for the Protection of Bank Savings, or

(e) to participate in the Governing Board of financial institutions, as appropriate, of other Financial Groups, or of the Controlling companies of the same, as well as other non-clustered financial institutions.

Article 61.- The Director-General, for the exercise of his duties and activities, as well as for the due fulfilment of the obligations which he or other laws establish, shall be assisted by the Relevant Directors designated for this purpose and any employees of the controlling Company, financial institutions belonging to the Financial Group or the Sub-controllers.

The CEO, in the management, management and execution of the controlling company's business, should provide what is necessary for the financial institutions of the Financial Group and Sub-controllers, compliance with the obligations referred to in this Law.

Article 62.- The Director-General and the other Relevant Managers will be in charge in terms of the provisions of Article 40 of this Law in their respective competencies, so they will respond. for damages arising out of the functions that correspond to them. Also, the exclusionary and limitations of liability referred to in Articles 49 and 55 of this Law shall apply to them.

Additionally, the Director General and the other relevant Directors will be responsible for the damages caused to the controlling company, the financial institutions belonging to the Group Financial or to the Subcontrollers by:

I. The lack of timely and diligent attention, for reasons that are attributable to them, of requests for information and documentation that is required by the directors of the controlling society in the field of their competencies.

II. The presentation or disclosure, knowingly, of false information or misleading information.

III. The update of any of the unfair conduct provided for in Articles 51, fractions III to VII and 52 of this Law, the responsibilities provided for in Articles 53 and 54 of this legal order being applicable.

CHAPTER VI

Of shareholders 'assemblies and partners' rights

Article 63.- The ordinary general assembly of shareholders of the controlling companies, in addition to the provisions of the General Law of Companies, will meet to approve the acts that intends to carry out the controlling company itself, financial institutions and sub-controllers, in the period of a social year, when they represent 20% or more of the consolidated assets of the Financial Group based on figures corresponding to the closure of the previous immediate quarter, irrespective of the the way in which they are executed, whether simultaneous or successive, but which by their characteristics can be considered as a single act.

Article 64.- The controlling companies may provide for stipulations in their social statutes, without prejudice to the rights of the shareholders established in Article 65 of this Law, which:

I. Impose restrictions, of any nature, on the transfer of ownership or rights, in respect of shares representative of the social capital of the same class or class, other than what is provided for in Article 130 of the General Law of Companies. The above, as long as these stipulations:

a) Sean approved in an extraordinary general assembly of shareholders in which he has not voted against five percent or more of the share capital represented by the shareholders present.

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

c) Do not absolutely restrict the takeover of the society.

Dealing with clauses requiring approval from the board of directors for the acquisition of a given percentage of the social capital, criteria shall be established to be considered by the council to issue its resolution, as well as the time limit for it to be held without exceeding three months.

d) Do not make the exercise of the property rights of the acquirer nugatory.

The above, without prejudice to notices and authorizations relating to acquisitions or shareholding by more than two Percent of the social capital of the controlling company, and acquisitions of shares by more than five percent of that share capital, in accordance with Articles 26 and 28 of this Law.

Any statutory clause of those provided for in this fraction that does not meet the above requirements will be void of full right.

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

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

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

V. Allow limitation of liability in damages caused by its relevant directors and directors, derivatives of the acts they execute or the decisions they take, in terms of the provisions of Article 49 of this Law.

The securities relating to the shares representative of the social capital of the controlling companies shall, where appropriate, incorporate the provisions agreed in accordance with this article.

Article 65.- The shareholders of the controlling companies, without prejudice to other laws or social statutes, shall enjoy the following rights:

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

II. To request that they be treated in the general assembly of shareholders, matters under the heading of general or equivalent.

III. Being represented in the shareholders ' assemblies by persons who credit their personality through forms of powers to develop the company and make it available at least 15 days in advance of the holding of each 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 power.

The secretary of the council shall be obliged to ensure compliance with the provisions of this fraction and report on this to the assembly, which shall be recorded in the respective minutes.

IV. Designate and remove in general assembly of shareholders a member of the board of directors, when in the individual or in aggregate they have ten percent (a) a percentage of the share capital, without the percentage referred to in Article 144 of the General Law of Companies. 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.

V. Require the chairman of the board of directors or committees to carry out the functions in the field of social and audit practices This Law, in respect of the matters on which they have the right to vote, is to be called at any time to a general assembly of shareholders, or, once the vote on any matter in respect of which it is not consider to be sufficiently informed, within three days and without the need for new call. All of the above provided that in the individual or jointly they have ten percent of the social capital, without the percentages referred to by Articles 184 and 199 of the General Law of Companies.

VI. Ojudicially, as provided for in Article 201 of the General Law of Companies, to the resolutions of the assemblies (a) general, provided that they have the right to vote in the case in question, where they have at least 20% or more of the share capital, without the percentage referred to in that provision being applicable.

VII. Getting between them:

a) Obligations not to develop commercial spins that compete with any of the members of the Financial Group or controlled moral persons, limited in time, matter and geographical coverage, without these limitations exceeding three years from the date on which the shareholder ceased to participate in the controlling company and without prejudice to other laws resulting from the applicable.

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

1. That one or more shareholders may only dispose of all or part of their shareholding, when the acquirer is also required to acquire a the proportion or the totality of the shares of another or other shareholders, in equal terms.

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, the all or part of the holding would be the subject of the transaction at a certain or determinable price.

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 price determined or determinable.

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

d) Agreements for the exercise of the right to vote in shareholders ' assemblies, without the effect of Article 198 of the General Law on Societies Mercantiles.

e) Agreements for the disposal of your actions on public offer.

The conventions referred to in this section shall not be oponable to the company except in the case of a judicial decision, and its non-compliance shall not be affect the validity of the vote in the shareholders ' assemblies.

The members of the board, the director-general and the natural person appointed by the moral person who provides the external audit services to the controlling society, may attend the shareholders ' assemblies of the Control Society itself as guests, with a voice and without a vote. For the case of the person providing the external audit services, he shall refrain from being present in respect of those items on the agenda in which he has a conflict of interest or which may compromise his independence.

Article 66.- The shareholders of the controlling companies, when exercising their voting rights, must comply with the provisions of article 196 of the General Law on Companies. For this purpose, unless proof to the contrary, a shareholder is presumed to have in a given operation an interest contrary to that of the controlling company or the financial institutions belonging to the Financial Group or Sub-controllers, when maintaining the control of the company vote in favor or against the conclusion of operations obtaining benefits that exclude other shareholders or the controlling company or the financial institutions members of the Financial Group or the Sub-controllers.

Shares of liability against shareholders who infringe the provisions of the preceding paragraph shall be exercised in accordance with the provisions of Article 54 of this Law.

THIRD TITLE

ONLY CHAPTER

From subsidiaries of external financial institutions

Article 67.- For the purposes of this Act, the following definitions apply:

I. Filial: Mexican society authorized to organize and operate in accordance with the corresponding Law, as any of the financial institutions that in terms of this Act can integrate a Financial Group;

II. Financial Institution of the External: The financial institution incorporated in a country with which Mexico has concluded an international treaty or agreement under which the establishment is permitted in the national territory of the Philippines; and

III. Philippine controlling society: Mexican society authorized to organize and function as a controlling company of a financial group in the terms of this Act, and in which capital a Foreign Financial Institution participates in the terms of this Chapter.

Article 68.- The Philippine Controlling Societies shall be governed by the provisions of the relevant international treaties or agreements, this Chapter, the provisions contained in this Law and those that emanate from it, applicable to the controlling societies and financial groups, in which they do not object to this Title, as well as to the rules for the establishment of subsidiaries issued by the Secretariat, hearing the opinion of the Bank of Mexico and of the National Banking and Securities, Insurance and Securities Commissions and the Retirement Savings System.

The Secretariat shall be empowered to interpret for administrative purposes the provisions on financial services which are included in the international treaties or agreements referred to in the paragraph previous.

Article 69.- Financial institutions in the capital of which a Philippine Controller Company participates shall be governed by the provisions applicable to the Foreign Financial Institutions.

Article 70.- To organize a Philippine Controlling Society and function as a Financial Group, the Foreign Financial Institution will require authorization from the Federal Government, which it is responsible for discretionally to the Secretariat, hearing the opinion of the Bank of Mexico and, as appropriate by virtue of the members of the Financial Group, of the National Banking and Securities Commissions, Insurance and Bail-out or the Savings System for the Retirement. By their nature these authorisations shall be non-communicable.

The authorizations that will be granted, as well as their modifications, will be published in the Official Journal of the Federation.

The authorization referred to in this Article shall be without prejudice to the procedures which, if any, are to be performed before the Federal Economic Competition Commission or any other authority.

Article 71.- The financial authorities, within the scope of their respective powers, shall ensure that the commitments of national treatment that are assumed by Mexico are fulfilled in the terms set out in the applicable international agreement or treaty.

Subsidiary controlling companies may perform the same acts as the controlling companies, unless the applicable international agreement or treaty establishes any restrictions.

Article 72.- Only the Financial Institution of the Foreign Financial Institution expressly authorized in the applicable international agreement or agreement may be organized by a Financial Group, in accordance with this Law and the rules referred to in Article 68 of this Law.

Article 73.- The application for authorization to organize a Philippine Controlling Society shall comply with the requirements laid down in this Law and in the rules referred to in the article. previous.

Article 74.- The social capital of the Philippine controlling companies will be made up of shares in the "F" series, which will represent at least fifty-one percent of that capital. The remaining forty-nine per cent of the share capital, may be integrated either indistinct or jointly by series 'F' and 'B' series.

The "F" series actions may only be acquired, directly or indirectly, by a Foreign Financial Institution.

The shares in the "B" series will be governed by the provisions of this Law for the "O" series. The Foreign Financial Institution that owns the series "F" shares shall not be subject to the limits laid down in Article 28 of this Law in respect of its holding of series "B" shares.

The shares will be of equal value, within each series they will confer the same rights to their holders, and must be paid in full in the act of being subscribed. The aforementioned shares will be held in deposit in some of the institutions for the deposit of securities regulated in the Law of the Stock Market, who in no case will be forced to give them to the holders. In any event, as regards foreign governments, the provisions of Article 24 of this Law shall apply.

Article 75.- The actions of the "F" series representative of the social capital of a Philippine Controlling Society or a subsidiary may only be enajedon prior to the authorization of the Secretariat.

Except where the acquirer is a Foreign Financial Institution or a Philippine Controller Company, the social statutes of the Company shall be amended to carry out the disposal. Subsidiary Controller whose shares are the subject of the transaction.

It shall not require the authorization of the Secretariat or modification of statutes when the transmission of shares is, in warranty or property, to the Institute for the Protection of Bank Savings.

Article 76.- The Secretariat may authorize a Financial Institution of the Foreign or Foreign Controller Company to acquire shares of financial institutions to join a Financial Group or in order for a Financial Institution to acquire the shares of a controlling company, in which case the social statutes of the financial institution or controlling company whose shares are the subject of disposal shall be amended; in order to comply with the provisions of this Title.

Article 77.- The management of the Philippine Controlling Societies shall be governed by the provisions of the Control Societies referred to in this Law, except as provided by this Law. Article.

The "F" series shareholder representing at least fifty-one percent of the paid share capital will appoint one half plus one of the directors and for every ten percent of shares in this series. which exceeds that percentage, shall be entitled to appoint one more counsellor. The shareholders in the 'B' series will appoint the remaining members. The appointment of the minority members may be revoked only when the appointment of all other members of the same series is revoked.

The appointment of independent directors shall be appointed in a proportional manner in accordance with the foregoing paragraph.

In the case of the Philippine controlling companies in which at least ninety-nine percent of the securities representing the share capital are owned, directly or indirectly, by a Foreign Financial Institution or a Philippine Controller Company may freely determine the number of directors, which may in no case be less than five, as noted in this article.

Most members of a Philippine Controlling Society must reside on national territory.

TITLE FOURTH

Of the joint service offering

ONLY CHAPTER

Of the use of facilities and the joint offering of financial services

Article 78.- Financial institutions that in terms of this Law may be held as members of a Financial Group, in accordance with the general rules that the Secretariat will dictate, may carry out operations that are their own through offices and branches of public attention of other financial institutions in the Financial Group.

Financial institutions that are members of a Financial Group that intend to offer financial products and services from another or other financial institutions belonging to the same Financial Group will have to comply with the security, operation and training requirements for these purposes to lay down the applicable provisions.

Without prejudice to the foregoing, it shall be understood that financial institutions belonging to a Financial Group shall be applicable in the first term to the provisions of their respective special financial laws.

Article 79.- Financial institutions that are members of a Financial Group that, through their public service branches, offer financial products and services from other entities or entities financial group members, shall disclose and inform the public of the name of the financial institution that offers and grants the product and/or financial service concerned, in order to ensure that the client has full knowledge of the financial the legally responsible counterparty.

The disclosure that in order to inform the public of the financial products and services referred to in the preceding paragraph, must be subject to the Law for Transparency and Management of Financial Services.

Article 80.- Financial institutions belonging to a Financial Group may offer products and/or financial services to other financial institutions that are linked to products and services. financial services offered by the financial institution concerned.

Financial institutions may offer products and/or financial services in terms of the above provided that they comply with the general provisions that the Secretariat may issue for these purposes. hearing the opinion of the National Banking and Securities Commissions, Insurance and Fiances, for the Protection and Defense of Financial Services Users, and the Retirement Savings System.

In any case, the client's express consent to contract the additional products and services or to those that it contracts with a financial institution, under the premise that it is the right, will be necessary. The customer's undeniable contract through an independent third party. The provisions of this paragraph shall inform customers through the contracts to be concluded with them, as well as the advertising of the financial products and services concerned.

The express consent of the client referred to in the preceding paragraph must be entered in a special section within the documentation to be signed by the client to contract a product or service. The autograph signature of that relative to the text of such consent shall be additional to that normally required by the financial institution member of the Financial Group for the conclusion of the requested product or service.

TITLE FIFTH

From the Controller Society's investments

CHAPTER I

From the Controller Society's investments in general

Article 81.- In addition to the controlling interest of the controlling company in financial institutions belonging to the Financial Group, it may make the investments listed below subject to the general provisions for these purposes to be issued by the Secretariat, following the opinion of the Bank of Mexico, the National Banking and Securities Commissions, Insurance and Bail and the Retirement System, and the terms provided for in this Act in:

I. Representative social capital titles of financial institutions that are not members of the Financial Group.

II. Representative of the social capital of Service and Real Estate.

III. Representative titles of at least the fifty-one percent of the social capital of Subcontrollers, provided that it has the Control of the same and prior authorization from the Secretariat, listening to the opinion of the Bank of Mexico and, as appropriate, of the National Banking and Securities, Insurance and Fiances Commissions and the Savings System for the Retirement.

IV. Furniture, furniture and equipment, strictly indispensable for the realization of your object.

V.          Securities in charge of the Federal Government, instruments of banking collection and other investments authorized by the Secretariat.

VI. Representative of the social capital of external financial institutions, subject to the authorization of the Secretariat, in the terms and proportions that the latter determines.

Investments in the moral persons referred to in the preceding fractions in terms of this Article shall not be considered to be members of the Financial Group concerned.

Article 82.- Financial institutions and moral persons in whose share capital the controlling society is not considered to be members of the Financial Group, in accordance with the This Law shall refrain from:

I.            Ostend as financial institutions and moral persons linked to the Financial Group Controller Company, or to any of the financial institutions belonging to that Financial Group;

II.           Act in such a way as to create confusion for the users of the service provider, so they must clearly distinguish that their services are not provided by the financial institutions belonging to the Financial Group, nor with their backup;

III.          Use in their denominations, advertising and products, the name, brand, logos or any other distinctive sign that may be associated with the financial institutions or the Financial Group to which they belong, and

IV.         Make use of the facilities and carry out operations that are their own in the offices of the financial institutions that are members of the Financial Group, except where there is a service or lease contract, in the cases and conditions to be established by means of general provisions issued by the Secretariat, with the opinion of the Bank of Mexico and the National Banking and Securities, Insurance and Securities Commissions and the Savings System for the Retirement.

In the event that financial institutions or moral persons have a service contract in terms of the provisions of the previous section IV to make use of the facilities and offices of a Member of a Financial Group, they shall establish signalisations which clearly and unequivocally require that this is a financial institution or a moral person independent of the Financial Group.

Article 83.- The investments made by the controlling Company through Subcontrollers shall, as the case may be, adhere to the provisions of this Law regarding incorporation, separation, merger and division of financial institutions belonging to a financial group, to the provisions relating to investments carried out by the controlling company in financial institutions not members of the Financial Group and Service providers Property, as well as other applicable provisions under this Act.

Article 84.- The Service and Real Estate Prostators in which the Controller Company participates directly or through Subcontrollers, as well as the latter, shall be subject to the rules The General Secretariat of the Bank of Mexico and the National Banking and Securities Commissions, Insurance and Fiances, and the Retirement Savings System will be heard by the Secretariat.

Both the Service and Real Estate Prostators, such as the Subcontrollers, will be under the supervision and supervision of the Supervisory Commission and will therefore have to cover the inspection fees and monitoring.

Article 85.- The Secretariat, hearing the opinion of the Bank of Mexico and, as appropriate, the National Banking and Securities, Insurance and Securities Commissions or the Retirement Savings System, may revoke the authorisation for the controlling companies to maintain, directly or indirectly, the investments referred to in this Title if, in their view, it considers that the latter has not complied with the applicable provisions.

The controlling company shall have a maximum period of three hundred and sixty days from the date on which the revocation of the aforementioned authorization is notified, to withdraw the investments from referred to in the preceding paragraph. The above, without prejudice to the imposition of the penalties that under this or other laws are applicable.

CHAPTER II

Of investments in financial entities that are not members of the Financial Group

Article 86.- For a controlling company to invest directly or indirectly in financial institutions that are not members of its Financial Group, it will require authorization from the Secretariat. These authorizations will be granted or denied discretionally by that Secretariat, hearing the opinion of the Bank of Mexico and, as appropriate, of the National Banking and Securities, Insurance and Securities Commissions or the Savings System for the Retirement.

In any event, direct or indirect investments by the controlling company in securities representative of the share capital of financial institutions that are not members of its Group Financial institutions may be more than 50% of the share capital of the financial institution concerned.

Also, in no case will the sum of investments in financial institutions that are not members of the Financial Group exceed fifty percent of the social capital of the whole of the financial institutions belonging to the respective Financial Group.

Without prejudice to the provisions of this Article, investments in financial institutions by financial institutions belonging to a Financial Group shall be understood as shall be applicable in the first term, the provisions of their respective special financial laws.

Article 87.- Applications for authorization for the controlling company to invest directly or indirectly in financial institutions not members of its Financial Group shall be be presented to the Secretariat, accompanied by the following documentation:

I. A copy authenticated by the secretary of the board of directors of the controlling society the agreement adopted by the relevant governing body, including the approval of the amount to be invested in the capital of the institution or entities concerned;

II. The constitutive writing project of the entity or the entities, if it is newly created. In the case of already incorporated entities, it shall only present a public instrument awarded to the public purse containing the existing social statutes;

III. The programs and conventions under which the controlling company will acquire the securities representative of the social capital of the corresponding entities;

IV. The shareholder relationship of the entity or the entities and the percentage of ownership of each entity;

V. Financial statements that present the situation of the financial institution or entities, and

VI. The other documentation that, if any, requests the Secretariat to evaluate the request corresponding.

In addition to the above, the corresponding request shall specify the total amount of the investment and the percentage of shareholding that it represents in the social capital of the the entity or entities concerned as well as the justification for the economic and operational viability of the investment in the entity or entities.

The controlling company may acquire shares representing the capital of a multiple banking institution in accordance with this Chapter, provided that the latter has soundness and financial solvency and is not subject to additional minimum or special corrective measures in terms of the Credit Institutions Act.

Article 88.- For a controlling company to increase or decrease its direct or indirect participation in financial institutions that are not members of its Financial Group, without that in no case exceeds fifty percent of the social capital of such entities, authorization of the Secretariat shall be required, hearing the opinion of the Bank of Mexico and, as appropriate, of the National Banking and Securities Commissions, Insurance and Fiances or the Retirement Savings System.

The corresponding request must specify the following:

I.            The amount of the increase or decrease in the investment that it maintains, as well as the percentage of shareholding that it represents in the social capital of the entity that corresponds;

II. The justification for the reported increase or decrease, and

III. The shareholder relationship of the entity concerned as well as the percentage of its holding This would result from an increase or decrease in investment.

For this purpose, an authenticated copy shall be annexed by the Secretary of the Management Board of the agreement adopted by the appropriate administrative body, including the approval of the increase or the decrease of the investment in the capital of the entity concerned.

CHAPTER III

From investments in Service and Real Estate

Article 89.- To invest directly or indirectly in Service and Real Estate providers, the controlling companies will require authorization from the Secretariat. These authorizations will be granted or denied discretionally by that Secretariat, hearing the opinion of the Bank of Mexico and, as appropriate, of the National Banking and Securities, Insurance and Securities Commissions or the Savings System for the Retirement.

Controlling companies participating in the social capital of Service and Real Estate Prostators under this Article shall be subject to the investment limits and requirements that the Secretariat by means of general rules, hearing the opinion of the Bank of Mexico and, as appropriate, of the National Banking and Securities, Insurance and Fiance Commissions or the Retirement Savings System.

Without prejudice to the provisions of this Article, it shall be understood that investments in Service and Real Estate by financial institutions that are members of a Financial Group they must first observe the provisions of special laws on financial matters which are applicable. In the absence of a special investment scheme, the provisions of this Chapter shall apply to those financial institutions.

Article 90.- For a controlling Company to increase or decrease its participation in Service and Real Estate, as well as in Subcontrollers, it will require authorization from the Secretariat, hearing the opinion of the Bank of Mexico and, as appropriate, the National Banking and Securities, Insurance and Securities Commissions or the Retirement Savings System.

The corresponding application must comply with the requirements laid down in the general rules that the Secretariat has in effect, in terms of the second paragraph of Article 89 of this Law, except in the case of Subcontrollers, in which case it shall comply with the requirements referred to in Article 88 of this Law.

TITLE SIXTH

Protecting the public's interests

CHAPTER I

Of regulation and monitoring

Article 91.- The National Banking and Securities, Insurance and Securities Commissions and the Retirement Savings System, together, may establish prudential rules on a consolidated basis, aimed at preserving the stability and solvency of the financial groups in the area of comprehensive risk management, internal control, disclosure of information and those which it deems appropriate to ensure the proper functioning of Financial Groups.

The National Banking and Securities, Insurance and Securities Commissions and the Retirement Savings System, jointly, through general provisions, will issue the rules and criteria to which must be subject to the accounts of the controlling and controlling company. The accounting rules and criteria issued by the said Commissions shall lay down the system of accounting consolidation, which shall include, where appropriate, the conversion criteria for consolidated accounts and to approve the valuation of the assets.

The controlling companies must maintain a net capital, which may not be less than the amount resulting from the addition of the permanent investments valued by the method of participation in the subsidiaries of the Financial Group. The Secretariat shall determine by general rules the composition of the designated net capital and must hear the prior opinion of the Bank of Mexico, as well as the National Banking and Securities Commission, in the case of the net capital that they owe. to maintain the Financial Groups in which a credit institution participates.

Controlling companies will be responsible for ensuring that financial institutions belonging to its Financial Group observe the capital requirements set forth in their respective laws. special.

Article 92.- Any act or contract that means variation in the asset or liability of a controlling Company or implies a direct or contingent obligation shall be recorded in the accounting on the same day as it is carried out. The accounts, the books and the corresponding documents and the time limit to be kept shall be governed by the general provisions of the National Banking and Securities, Insurance and Securities Commissions and the Savings System. for the Retreat, jointly, to ensure the reliability, timeliness and transparency of the accounting and financial information of the controlling societies.

Article 93.- Controlling Societies may microfilm or record on optical discs, or any other means authorized by the Supervisory Commission, all books, records and documents. in general, which are in their possession, relating to the acts of the controlling company itself, which, by means of general provisions, points to the Supervisory Commission, in accordance with the technical bases for microfilming or recording in Optical discs, their handling and preservation establish the same.

Original camera negatives obtained by the microfilm system and the images recorded by the optical disc system or any other means authorised by the Commission referred to in the paragraph above, as well as the impressions obtained from such systems or means, duly certified by the authorized official of the Control Society, shall have in judgment the same evidentiary value as the microfilmed books, records and documents or recorded on optical discs, or preserved through any other authorized media.

Article 94.- The National Banking and Securities, Insurance and Securities Commissions and the Retirement Savings System, jointly, by means of general provisions that provide for the transparency and reliability of the financial information of the controlling companies and entities belonging to the Financial Group, will indicate the requirements that the approval of the financial statements by the administrators will be subject to of the controlling societies; their diffusion through any means communication, including electronic, optical or any other technology, as well as the procedure to be adjusted for the review by the Supervisory Commission itself.

The National Banking and Securities, Insurance and Securities Commissions and the Retirement Savings System will jointly establish, by means of general provisions that facilitate transparency and reliability of the financial information of the controlling companies and the financial group, the form and content to be presented by the financial statements of the controlling companies and the financial group; order that the financial statements are spread with the modifications relevant and within the time limits set for that purpose.

Controlling companies as an exception to the provisions of Article 177 of the General Law of Companies, shall publish their financial statements in the terms and means they establish provisions of a general nature referred to in the first paragraph of this Article.

Annual financial statements shall be issued by an independent external auditor, who shall be directly appointed by the management board of the controlling Company concerned.

The National Banking and Securities, Insurance and Securities Commissions and the Retirement Savings System, jointly, by means of general provisions that seek transparency and reliability of the financial information of the controlling companies and the financial group, may lay down the characteristics and requirements to be met by independent external auditors, determine the content of their opinions and other reports, dictate measures to ensure an adequate alternation of such auditors in the controlling companies, as well as to indicate the information that they will have to disclose in their opinions, about other services, and in general, of the professional or business relationships that they provide or maintain with the Societies Controllers who audit, or with related companies.

Article 95.- The controlling companies will be obliged to make available to the general public the corporate, financial, administrative, operational, economic and legal information that determine the Supervisory Commission, by means of general rules that it issues for such purposes. In order to dictate these rules, the Commission should take into account the relevance of this information in order to make the public, the solvency, liquidity and operational security of the Companies and entities belonging to the Financial Group transparent.

Article 96.- The Supervisory Commission shall have powers of inspection and surveillance in respect of moral persons providing external audit services in accordance with this Law, including partners, representatives or employees of those who are part of the audit team, in order to verify compliance with this Law and the observance of the general provisions that emanate from it.

For this purpose, the Commission may:

I. Require all kinds of information and documentation related to the provision of this type of services;

II. Practice inspection visits;

III. Require the appearance of partners, representatives, and other employees of the moral persons providing services external audit, and

IV. Issue or recognize rules and audit procedures to be observed by moral persons providing services external audit by ruling or issuing opinions concerning the financial statements of the controlling companies.

The exercise of the powers referred to in this article shall be limited to the opinions, opinions and audit practices that, in terms of this Law, practice the moral persons they provide. external audit services, as well as their partners or employees.

Article 97.- Controlling Societies must observe the provisions of Articles 94 and 98 of this Law, regarding the requirements to be met by the moral person providing the services external audit, as well as the external auditor who subscribes to the opinion and other reports for the financial statements.

Article 98.- The external auditors who subscribe to the opinion to the financial statements representing the moral persons who provide the external audit services shall collect the personal and professional requirements as well as good repute in terms of what is established by the Supervisory Commission, by means of general provisions, and to be members of a moral person providing professional audit services of financial statements and that meets the requirements of quality control the Commission itself is established by the above provisions.

In addition, 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 placed in any of the cases of non-compliance. (a) to the effect that the supervisory board may, by means of general provisions, establish, inter alia, financial links or economic dependence, the provision of additional services to that of the audit and maximum time limits during which the external auditors can provide the external audit services to the controlling companies.

Article 99.- The external auditor, as well as the moral person of which he is a member, shall be obliged to keep the documentation, information and other elements used to draw up his opinion, or opinion, for a period of at least five years. For such purposes, automated or digitised means may be used.

The external auditors shall also provide the Supervisory Commission with the reports and other evidence on which it supports its opinions and conclusions. If during practice or as a result of the audit they find irregularities affecting the liquidity, stability or solvency of any of the controlling companies or entity of the Financial Group to which they provide their services audit, submit to the audit committee, and in any case to the Supervisory Board and the Commission to supervise the relevant financial institution, a detailed report on the situation observed.

People who provide external audit services will be responsible for the damages caused to the controlling society when they are:

I. For inexcusable negligence, the opinion or opinion they provide contains vices or omissions which, by reason of their profession or trade, should be part of the analysis, assessment or study that gave rise to the opinion or opinion.

II. Intentionally, in the opinion or opinion:

a) Omitas relevant information of which they are aware, when it should be contained in their opinion or opinion;

b) Incorporate information that is false or misleading, or is appropriate to the outcome in order to make a situation appear different from the one that corresponds to the reality;

c) Recomitting the celebration of some operation, opting into the existing alternatives, by the one that generates effects property which is notoriously harmful to the institution, or

d) Suggest, accept, encourage or propose that a particular transaction be recorded in contravention of the accounting criteria issued by the Commission.

Article 100.- The persons referred to in Article 96 of this Law shall not be liable for any damages or damages arising from the services or opinions they issue, when acting in good faith and without giving the following update:

I. Give your opinion or opinion based on information provided by the person you provide services to, and

II. Give your opinion or opinion by adhering to the rules, procedures and methodologies to be applied for analysis, evaluation or a study that corresponds to your profession or trade.

Article 101.- The National Banking and Securities, Insurance and Securities Commissions and the Retirement Savings System, together, will set the rules for the maximum estimate of assets. of the controlling societies and the rules for the minimum estimation of their obligations and responsibilities, in order to ensure the proper valuation of these concepts in the accounting of the controlling societies.

Article 102.- The Financial Groups shall be subject to a supervision regime on a consolidated basis. For these purposes, the controlling company and the entities belonging to the financial group shall be considered as a single economic unit for the purposes of disclosure, accounting and holding of the acts referred to in the Articles 39, fraction III, as well as the investments referred to in Articles 63, 84 and 89 of this Law, without prejudice to the obligations imposed on financial institutions by other laws.

The controlling and controlling companies will be subject to oversight by the Supervisory Board, which will be responsible for overseeing the overall functioning of the Financial Group. To this end, the Secretariat shall have the power to determine for each Financial Group the Supervisory Commission, for which it shall take into account, among other elements of judgment, the accounting capital of the entities concerned.

Without prejudice to the above paragraph, financial institutions that are part of the Financial Group shall remain subject to the individual supervision by the relevant Commission, in accordance with the rules applicable to each financial institution.

Article 103.- The Control Societies of the Financial Groups and Sub-controllers will be required to provide the Supervisory Commission, the data, reports, records, record books, auxiliary documents, documents, correspondence and in general, the information deemed necessary, in the form and terms that the Secretariat, hearing the opinion of the Bank of Mexico, of the National Banking and Securities Commissions, of Insurance and of the Retirement Savings System, determine through general rules, as well as allowing access to their offices and other facilities.

Article 104.- The Supervisory 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 the in this Law or to the general provisions of this Law.

For this purpose, as well as to verify compliance with the provisions of this Law and other general provisions emanating from it, the said Supervisory Commission shall be empowered to:

I. Require all kinds of information and documentation to any person or authority that may contribute to the development of the research corresponding.

II. Practice inspection visits to anyone who can contribute to the development of research.

III. Require 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 105.- In the event of the appearance of the hearings referred to in this Law, the Supervisory Commission shall formulate the questions it considers relevant, in which case the comparants shall to respond, in protest to the truth, to the questions asked of them.

The Supervisory Board may carry out inspection visits to the Control Society of that Financial Group, which may be ordinary, special or investigative.

Ordinary visits shall be those carried out in accordance with the annual programme approved by the Chair of the Supervisory Board.

Special visits shall be those which are not included in the annual programme referred to in the preceding paragraph, and are carried out in any of the following cases:

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 situation of the controlling or controlling society Financial Group as a whole.

IV. When a Controlling Society initiates operations after the preparation of the annual program referred to in the third paragraph of this article.

V. Where acts, acts or omissions are presented in the controlling company or in its relations with the other financial institutions in which they participate, directly or indirectly, which have not originally been covered by the annual programme referred to in the third paragraph of this Article, which motivate the conduct of the visit.

VI. When you derive from international cooperation.

The investigation visits shall be carried out whenever the Supervisory Commission has any evidence of which conduct of any conduct allegedly contravening the provisions of this Directive may be divestiture. Law and other general provisions emanating from it.

Article 106.- Financial institutions, Controller and Sub-Controller Companies shall be required to allow the staff designated by the Supervisory Commission immediate access to the place or places subject to the visit, to their offices, premises and other facilities, including unrestricted access to the documentation and other sources of information they deem necessary for the performance of their duties, as well as to provide the physical space required to develop the visit and make it available the computer, office and communication equipment that require the effect.

In the documentation referred to in the preceding paragraph, the general or specific information contained in reports, records, record books, or general information is not limited. ancillary, correspondence, automated data processing and preservation systems, including any other technical procedures laid down for that purpose, whether magnetic files or microfilm, digitised or etchings, and optical procedures for their consultation or any other nature.

Article 107.- In order to preserve financial stability, avoid disruptions or disruptions to the functioning of the financial system, as well as to facilitate the proper performance of its financial functions, the Secretariat, the National Banking and Securities Commissions, Insurance and Securities Commissions and the Savings System for the Retreat and the Bank of Mexico shall, at the request of an interested party, and in terms of the agreements referred to in the last paragraph of this article, to exchange the information they have in his power to have obtained it:

I. Exercise of your faculties;

II. As a result of your performance in coordination with other entities, persons, or authorities,

III.          Directly from other authorities.

To the faculty mentioned in the above paragraph, restrictions regarding the reserved or confidential information in terms of the applicable legal provisions will not be applicable to you. 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 designated authorities shall conclude information exchange conventions specifying the information to be exchanged and to determine the information the terms and conditions to which they shall 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 108.- The Secretariat, the National Banking and Securities, Insurance and Securities Commissions and the Savings System for the Retreat and the Bank of Mexico, in the field of their competition, will be have the power to provide the financial authorities with any kind of information they deem appropriate to meet the requirements of the financial authorities, such as documents, constances, records, statements and other evidence which such authorities have in their power to have obtained it in the exercise of their faculties.

For the purposes of the preceding paragraph, the authorities shall have an agreement to exchange information with the financial authorities of the outside concerned, in which they are provide for the principle of reciprocity.

The Supervisory Commission shall be empowered to provide the external financial authorities with information protected by confidentiality provisions which it holds in its possession in the exercise of their powers, acting in coordination with other entities, persons or authorities or directly from other authorities.

The Bank of Mexico will be empowered to provide foreign financial authorities with information protected by confidentiality provisions in its possession that have been obtained directly from the Bank of Mexico. the exercise of their 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 in which 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 Supervisory Commission and the Bank of Mexico may refrain from providing the information referred to in the previous two paragraphs, when the use intended to be given to the Bank of Mexico other than that 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 National Banking and Securities Commissions, Insurance and Securities Commissions, and the Retirement Savings System and the Bank of Mexico will have to establish coordination mechanisms for the effects of the the delivery of the information referred to in this Article to the financial authorities outside the country.

The delivery of information pursuant to this Article shall not imply any breach of the reservation, confidentiality, secrecy or analogous obligations to be observed in accordance with the provisions of this Article. applicable legal provisions.

Article 109.- The National Banking and Securities, Insurance and Securities Commissions and the Retirement Savings System, at the request of the authorities referred to in the previous article, and based on the the principle of reciprocity, they may carry out inspection visits to the Philippine or Philippine Control Societies. At the discretion of the latter, the visits may be carried out through their pipeline or, in cooperation with the financial authority of the outside 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 must be accompanied by the following:

I. Description of the object of the visit.

II. Legal provisions applicable to the object of the request.

The National Banking and Securities, Insurance and Securities Commissions and the Retirement Savings System will be able to request foreign financial authorities to make visits in terms of the Article, a report of the results obtained.

Article 110.- For the purpose of strengthening and deepening its supervisory tasks on the Financial Group and/or on each of the financial institutions that make up the Financial Group, the National Banking Commissions and Securities, Insurance and Securities and the Retirement Savings System, will have to work together, a collaborative instrument that aims to achieve effective consolidated supervision, formalizing, among others, the following: commitments:

I. Giving access to data, reports, documents, correspondence, and in general, information that other supervisory committees request for the exercise of its supervisory, inspection and surveillance functions of the Financial Group or the entities that make up the Financial Group, as appropriate.

II. Giving access to other supervisory committees to visits to the controlling company or to financial institutions in which it exercises Control, as appropriate.

III. Report in a timely manner on any relevant situation or any factor that could potentially affect the stability and solvency of the Group Financial or any entity member thereof, as appropriate.

The exchange of information referred to in this article shall not be construed as transgressing the secrets that set forth the special laws that govern them.

Article 111.- The National Commission for the Protection and Defense of Users of Financial Services may order the suspension of the publicity that the Financial Groups make, when in their opinion it implies inaccuracy, obscurity or unfair competition between financial institutions, or which, for any other circumstance, may mislead, in respect of the operations and services carried out by financial institutions of the Financial Group monitor.

Article 112.- When in the judgment of the Supervisory Commission, by virtue of the supervision it carries out, it will detect acts in the controlling society that are in violation of the laws that regulate them or provisions of a general nature which derive from them, the Commission may:

I. Dictate the necessary measures to normalize the situation of the controlling Society concerned, indicating a time limit for such normalization is carried out.

II. Order to suspend the execution of the allegedly irregular acts or to proceed to the settlement of the acts.

Article 113.- The controlling company and other financial institutions belonging to a Financial Group may share among them information and documentation relating to the operations and services each of those entities with their clients, without it being understood that there is a violation of the secrets that establish the special laws that govern them and that by the nature of the information and documentation that they are able to involve the obligation to keep secret. The foregoing does not release the employees and officials of the controlling company and other financial entities from the Financial Group of their responsibility, in the terms of the applicable provisions, for violation of the secrets that set out the articles mentioned in this paragraph. Each financial institution shall be required in the event of undue disclosure of the secrecy by its employees and officials to make good the damage caused.

The Secretariat, hearing the opinion of the National Banking and Securities Commissions, Insurance and Securities Commissions and the Retirement Savings System, may issue general rules for the criteria, policies and guidelines in relation to what was established in the previous paragraph.

Article 114.- The controlling Company and other financial institutions belonging to a Financial Group that, under the Single Chapter of Title IV of this Law, share their facilities, they shall ensure the security of the information by delimiting the operational areas which by their nature require confidentiality in accordance with the provisions of the legal systems.

Article 115.- Financial institutions that are members of a Financial Group may not grant financing for the acquisition of shares representing their capital, the controlling or controlling companies. any other financial institution of the Financial Group to which they belong. Nor shall they be able to receive in guarantee shares of general warehouse warehouses, exchange houses, bonds institutions, insurance institutions, exchange houses, multiple banking institutions, investment company operating companies, distribution of shares in investment companies, managers of retirement funds and multi-purpose financial corporations and other financial corporations which are established under the special financial legislation of the controlling companies or credit unions, unless they have the authorization of the Secretariat, hearing the opinion of the Bank of Mexico and the Supervisory Board of the entity intending to receive them as collateral.

Article 116.- The Controller or Sub-Controller Company may only contract direct or contingent liabilities and guarantee its properties in the case of the single liability agreement This Law applies to operations with the Institute for the Protection of Bank Savings and with the authorization of the Bank of Mexico, in the case of the issuance of subordinated bonds of forced conversion to securities representative of the Bank of Mexico. capital and short term credit, while the placement is carried out of actions for the incorporation or merger referred to in this Law.

CHAPTER II

Of the responsibilities and corrective measures

Article 117.- The Secretariat, by means of general provisions, hearing the opinion of the National Banking and Securities, Insurance and Securities Commissions and the Retirement Savings System, establish the corrective measures to be implemented by the controlling companies, based on the obligation to ensure that the financial institutions that make up the financial group meet the requirements of their respective financial institutions. special laws.

For the purposes of the preceding paragraph, the Secretariat may establish different categories, depending on the degree of insufficiency the financial institutions of the Financial Group have with respect to the requirements set out in the preceding paragraph, as well as defining by means of general provisions, the measures to be applied according to the level of compliance and the criteria for their application.

The Secretariat must define by means of general provisions, the measures that will be applicable according to the compliance with the aforementioned consolidated net capital, as well as the criteria for its application.

The corrective measures must be aimed at preventing and, where appropriate, correcting the problems they present and which may affect the financial stability or solvency of the controlling or controlling society. financial institutions belonging to the Financial Group.

The adoption of any of the corrective measures imposed by the Supervisory Commission, based on this precept and Article 118 of this Law, as well as the provisions deriving from them, and, in its Case, sanctions or revocation procedures resulting from their non-compliance, shall be considered as public order and social interest, so that they shall not proceed against any suspension measure, in order to protect the interests of the public.

The provisions of this Article, as well as Article 118, shall apply without prejudice to the powers conferred upon the Supervisory Commission in accordance with this Law and other applicable provisions.

Financial Group Controller Companies should provide for the implementation of corrective measures within their social statutes, obliging them to take the actions that, if necessary, they are applicable to them.

Article 118.- In an enunciative and non-limiting manner, the measures referred to in the preceding article may include:

I. Suspend the payment of dividends, the acquisition of own shares and any other mechanism that involves a transfer of property profits to shareholders.

II. To suspend payment of compensation and extra extra bonuses to the salary of the Director General and of the officials of the two levels (a) the hierarchy below, as well as not providing further compensation in the future for the CEO and officials of the controlling company, until the inadequacies have been corrected in the financial institution of the Group Financial in question in accordance with the applicable provisions. This forecast shall be contained in the contracts and other documentation governing the working conditions.

The provisions of this paragraph shall also apply in respect of payments made to the Subcontrollers and the Real Estate Service, where such companies make payments to officials of the controlling company.

The measure provided for in this section is without prejudice to the employment rights acquired in favour of the persons who, according to the measure, can be affected.

III. Suspend the payment of interest, defer payment of principal and, if applicable, take into action the subordinate obligations that are they are in circulation for as much as is necessary to cover the insufficiency in the financial institution which is a member of the Financial Group concerned. This corrective measure shall be applicable to those subordinated obligations which, in terms of the provisions referred to in Article 117 of this Law, account for as part of the consolidated net capital of the Financial Group.

Controlling companies which issue subordinated obligations under the above mentioned immediate paragraph, must include in the issuance act, in the information leaflet, as well as in any other instrument that document the issue, the possibility that the implementation of such a measure will be appropriate when the corresponding causes are updated according to the general rules referring to the penultimate paragraph of Article 91 of this Law, without it being causal of non-compliance on the part of the controlling company.

IV. Refrain from making investments in financial institutions belonging to the Financial Group, as well as in securities representing the social capital of financial institutions that are not members of the Financial Group.

V. Replace external officials, counselors, or auditors, naming the Controller Society itself to the persons who will occupy the respective positions. The foregoing is without prejudice to the powers of the Supervisory Commission provided for in Article 42 of this Law to determine the removal or suspension of board members, directors-general, directors, managers and others. officials who are able to bind the controlling company with their signature.

VI. Order the sale of assets owned by the controlling company or owned by financial entities in the Financial Group.

When Financial Group Controller Companies maintain a consolidated net capital of more than twenty-five percent or more, as required in accordance with applicable provisions, do not corrective measures are applicable.

Article 119.- The controlling company and each financial institution member of a Financial Group shall enter into an agreement in accordance with which:

I. The controlling company will respond wholly and unlimitedly to the fulfilment of the obligations of the financial institutions Financial group, corresponding to the activities which, in accordance with the applicable provisions, are their own to each of them, even in respect of those contracted by those financial institutions prior to their integration into the Group Financial, and

II. The Controlling Society will respond unlimitedly for the losses of each and every financial institution. At the event that the assets of the controlling company are not sufficient to make the liabilities that are presented simultaneously in respect of the financial institutions of the Financial Group to be effective In the first term, responsibilities shall be covered with respect to the credit institution which, where appropriate, belongs to that Financial Group and, subsequently, in proportion to the other entities in the Financial Group until the end of the financial year. The wealth of the controlling society.

The relationship between the percentages representing, in the capital of the controlling company, its participation in the capital of the financial institutions concerned shall be considered.

For purposes of this Act, a financial institution belonging to a Financial Group shall be deemed to have losses, where the entity's assets are not sufficient to cover its assets. payment obligations.

These responsibilities will be expressly provided for in the statutes of the controlling company.

In the aforementioned agreement, it should also be expressly stated that none of the financial institutions of the Financial Group will respond to the losses of the controlling company, nor to the losses of the other Financial Group participants.

Article 120.- The responsibility of the controlling company arising from the agreement provided for in the previous article, with respect to the multiple banking institutions belonging to a financial group, is subject to the following:

I. The Controlling Society will have to respond to the losses registered by the multiple banking institutions of the Financial Group. belongs, in terms of what is foreseen in this article.

II. The Institute for Banking Savings Protection shall determine the preliminary amount of losses from a multiple banking institution to the date on which the Governing Board of the Institute itself has adopted any of the methods of resolution provided for in the Credit Institutions Act.

The preliminary amount of the losses will be determined on the basis of the results of the technical study which the Institute for the Protection of the Bank Savings in accordance with the Credit Institutions Act, within 10 working days of the date on which the Institute's own Governing Board has adopted the appropriate resolution method in accordance with that Law. Where the technical study has been drawn up by a third party, in terms of the said Law, the losses to be determined on the basis of that law shall be considered as definitive for the purposes set out in the fifth paragraph of this Article. In those cases where the technical study is not available, the Institute shall determine the preliminary amount of the losses by the multiple banking institution, on the basis of the opinion drawn up by the prudential administrator on the the integral situation of the multiple banking institution provided for in that Law. In this case, the Institute shall determine the preliminary amount of the losses within 10 working days following the date on which the drawing up of the relevant opinion has been completed.

III. The Institute for Banking Savings Protection shall notify the Controller Company of the preliminary amount of the losses per business day next to that of your determination.

The controlling company shall constitute a reserve from its capital, in an amount equal to the preliminary amount of the losses that the Institute for the Bank Savings Protection has determined in accordance with the provisions of the previous fraction. For such purposes, the company shall have a period which may not exceed 15 calendar days from the date on which the Institute itself notifies it of the preliminary amount of the losses in charge of the banking institution. multiple.

IV. The controlling society must guarantee the Institute for the Protection of Bank Savings, the payment of the losses in charge of the banking institution multiple that the Institute itself has determined and that it has covered through the consolidation of the institution under the Law of Credit Institutions. The controlling company shall constitute the guarantee to which this fraction refers, within a period not exceeding 15 calendar days from the date on which it receives the notification referred to in section III of this Article, and where the final amount of the losses by the multiple banking institution of the Financial Group has not been determined.

The security to which this fraction refers shall be in an amount equal to the preliminary amount of the losses in charge of the multiple banking institution the Institute has notified it. Such security may be constituted on assets owned by the controlling company, provided that they are free of any charge, or, on the representative shares of the social capital of the controlling company itself or of any of the entities that make up the Financial Group, which are considered to be the accounting value in accordance with the last available audited financial statements.

In the event that the guarantee is constituted on the representative shares of the social capital of the controlling company, the shares of the company will be affected "O" or "F" series, as appropriate. In the case of the "O" series, the actions of the persons who, in terms of this Law, exercise the Control of the Control Society and, if not sufficient, the other actions of that series must be affected in the first place. In the event that the actions of the series "O" or "F" are not sufficient, the corresponding to the series "L" shall be affected. For the lodging of this guarantee, the shares shall be transferred to the account held by the Institute in one of the institutions for the deposit of securities authorized in the terms of the Securities Market Act. The guarantee in favour of the Institute shall be deemed to be of public interest and preferential to any right constituted over such goods or securities.

The guarantee shall be granted by the Director-General of the Control Society or by the Director-General. The institution for the deposit of securities in which the said shares are located, at the written request of the Director-General or of those who carry out their duties, shall transfer them and keep them in guarantee in terms of the provisions of the present Article, thus communicating it to the holders of the same.

In the event that the Director-General or who performs his/her duties does not carry out the aforementioned transfer, the institution for the deposit of respective securities the transfer must be carried out, the application in writing by the Executive Secretary of the Institute for the Protection of Bank Savings is sufficient.

When the guarantee is constituted on shares representing the social capital of some or some of the entities belonging to the financial group, the Director-general of the controlling company or who carries out his duties, must transfer to the account that the Institute for the Protection of the Banking Savings maintains in an institution for the deposit of securities, the shares owned by the Company Controller that is sufficient to cover the amount of the guarantee, taking the accounting value of the accounts in accordance with the last available audited financial statements of the institution concerned. In the event that the Director-General of the Controller Company or the Director-General does not carry out the transfer of the shares, the provisions of the preceding paragraph shall be observed.

The exercise of the economic and corporate rights inherent in the actions that are the object of the The guarantee provided for in this fraction will be for the Institute for the Protection of Bank Savings.

In case the controlling company grants the guarantee to which the present fraction is concerned goods other than shares representing the share capital of the controlling company or of the financial group's members, the security shall be established by observing the provisions applicable to the legal act in question.

V. In the event that the preliminary losses have been determined on the basis of the opinion concerning the the integral situation of the institution of multiple banking, which the prudential administrator prepares in terms of the Credit Institutions Act, or, using a technical study that the Institute for the Protection of the Banking Savings has carried out with its staff in accordance with the provisions of the Law of Institutions of Credit, the Institute will have to hire a specialised third party to analyse, assess and, where appropriate, adjust the results of the technical study or the opinion, as the case may be, based on the financial information of the institution itself and in the applicable provisions. For the purposes of this article, the definitive determination of losses recorded by the multiple banking institution shall be made on the basis of information on the same date as that used to determine the preliminary value of the losses, and shall be the result of the analysis carried out by the third party which the Institute has contracted.

The specialised third party must comply with the independence and impartiality criteria which the Commission National Banking and Securities shall determine by means of general provisions to ensure the transparency and confidentiality of the financial information of credit institutions in accordance with the Credit Institutions Act.

The Institute for the Protection of Bank Savings will have to notify the controlling company of the amount the losses in charge of the institution of multiple banking, within a time limit which may not exceed one hundred and twenty calendar days from the notification referred to in paragraph III of this Article. The controlling company shall make the adjustments that, if appropriate, proceed to the amount of the reserve and the guarantee referred to in the fractions III and IV of this article, respectively, taking into account the definitive amount of the losses that the Institute itself notifies you.

The controlling company may object to the determination of the definitive amount of the losses, within the ten working days following the one in which the amount is notified to you. For such purposes, the controlling company, in agreement with the Institute for the Protection of Banking Savings, will appoint a specialized third party to issue an opinion regarding the quantification of losses, with a view to a period of 60 calendar days from the following working day on which the controlling company has lodged its objection to the Institute. As long as the quantification of the losses arising from the objection presented by the controlling company is not resolved, the company will not be obliged to make the adjustments resulting from the definitive amount of the losses that the Institute has notified.

VI. The Control Society must cover the Institute for the Protection of Bank Savings or the institution in liquidation, as the case may be, the final amount of the losses determined in accordance with the provisions of the fifth paragraph of this Article, within the 60 calendar days following that in which the Institute itself notifies you that amount. Without prejudice to the foregoing, the Institute may authorise the controlling company to make partial payments within the period referred to above, in proportion to the guarantee referred to in paragraph 4 of this Article. In this case, that warranty will be released in the following order:

a) Goods other than shares representing the social capital of the controlling and controlling society the entities in the Financial Group;

b) The representative shares of the social capital of the financial group entities, and

c) The representative shares of the social capital of the controlling company. In this case, the shares in the 'L' series shall be released in the first place; the shares in the 'O' series, the holders of which do not exercise control of the controlling company and, last, the series 'O' shares of the control group or of the string "F", as appropriate.

If the controlling company does not cover the Bank Savings Protection Institute the amount referred to in the first paragraph of this In accordance with Article 1 (1) of Regulation (EC) No 10102002, the Commission shall, in accordance with Article 1 (1) of Regulation (EC) No 10102002, provide the Commission with a view to the application of this Regulation. circumstance to the institution for the deposit of corresponding securities by the Secretary Executive of the Institute itself.

VII. Without prejudice to this article, the controlling company will have to respond to the losses that the institution of multiple banking member the Financial Group records after the final determination provided for in part V of this precept, provided that such losses result from transactions held prior to the date on which the Governing Board of the Institute for the Protection of Bank Savings has adopted some of the the resolution referred to in the Law on Credit Institutions, and that at the time of the determination by the Institute itself they have not been revealed.

VIII. The Controller Company shall be subject to a special Commission monitoring programme to monitor the financial institution of the Group Financial, which the Secretariat determines as preponderant.

Additionally, the Supervisory Commission may request the conduct of inspection visits to the authorities responsible for the supervision of the other members of the financial group. Such visits may be carried out by the staff of the competent inspection and surveillance committee of the controlling society.

In the event that the oversight of the controlling company is not the responsibility of the National Banking and Securities Commission, the National Banking and Securities Commission may participate in the program (a) special supervision and in the inspection visits to which this fraction is concerned.

IX. Without prejudice to Chapter III of Title VII of this Law, the Supervisory Commission may declare the intervention as management of the controlling company, where it does not constitute within the time limits laid down for that purpose, the reserve and the guarantee referred to in fractions III and IV of this Article, respectively, or do not extend them in terms of the V. fraction. When taking possession of the management of the controlling company, the managing controller shall execute the relevant acts referred to in fractions III, IV and V of this Article.

X. The controlling company will not be able to pay dividends to shareholders, nor to make any mechanism or act involving a transfer of profits. assets to shareholders from the date on which the Governing Board of the Institute for the Protection of Banking Savings determines the method of resolution applicable to the institution of multiple banking, in accordance with the Law of Credit institutions, and until the controlling company meets the requirements of this Article. The National Banking and Securities Commission shall notify the controlling company of such a situation.

In protection of the interests of the saving public, the system of payments and the public interest, the social statutes of the controlling society and the representative titles of its social capital must include the content of this Article, expressly stating that the partners, for the sole reason of being so, accept that their actions may be given in a guarantee in favour of the Institute for the Protection of Banking Savings, in terms of the provisions of the Parts IV and VI of this Article, as well as their conformity in order to In accordance with the provisions of section VI of this article, the controlling company must cover the Institute for the Protection of Banking Savings, in accordance with the provisions of this Article, Institute.

The Secretariat will determine, by means of general rules, the procedure by virtue of which the controlling company will comply with the responsibility assumed by it, through the single agreement of responsibilities, subject to the provisions of this article, as well as the previous article.

Article 121.- When the Controller Company maintains an investment in financial institutions not members of its Financial Group or in Service and Real Estate, the controlling Company shall have no additional responsibilities to which it points out the applicable financial and commercial law.

These responsibilities will be expressly provided for in the statutes of the controlling company.

TITLE SEVENTH

Of Revocation, Settlement, Separation and Intervention of Financial Groups

CHAPTER I

Of Revocation

Article 122.- The Secretariat, hearing the opinion of the Bank of Mexico and, as appropriate, the National Banking and Securities, Insurance and Securities Commissions or the Retirement Savings System, and request of the controlling company concerned, may revoke the authorisation for the organisation of the controlling company and the establishment and functioning of the financial group provided for in this legal order, provided that it is complied with with the following:

I. The shareholders ' assembly of the controlling company has agreed to its dissolution and liquidation and approved the financial statements in which it no longer (a) find obligations under the Control Society or losses for which it is required to respond to the financial institutions that are members of the Controller Company;

II. The Control Society has submitted to the Secretariat the draft agreement of termination to the convention of responsibilities for the purpose of its dissolution and settlement;

III. The Controller Company has submitted to the Supervisory Board, the financial statements approved by the general assembly of shareholders, accompanied by the opinion of an external auditor including his views with respect to components, accounts or specific items in the financial statements, where the status of the records referred to in the previous fraction is confirmed, and

IV. Financial entities in the Financial Group meet the capitalization requirements to be observed in accordance with the applicable provisions, at the time when the controlling company applies for revocation in accordance with this Article.

The above, without prejudice to the procedures that, if any, should be made to the Federal Economic Competition Commission or any other authority.

Article 123.- The Secretariat, hearing the opinion of the Bank of Mexico and, as appropriate, the National Banking and Securities, Insurance and Securities Commissions or the Retirement Savings System, as appropriate. as of the Control Society of the Financial Group concerned, may declare the revocation of the authorization granted for the organization of the Control Society and the formation and functioning of the Financial Group provided for in the present legal order, in the following cases:

I. If the controlling Society concerned does not present the public instrument in which it is a constitutive writing for approval within the 90 days after the date of notification of the authorisation in question;

II. If the controlling Company concerned is declared in a commercial tender in the terms of the applicable provisions;

III. If the Financial Group does not retain the minimum of member financial institutions in accordance with this Act;

IV. If the controlling Company in question does not meet the capitalization requirements in terms of this Law and the provisions of this Law emanen;

V. If the controlling Company concerned does not comply with the corrective measures referred to in Articles 117 and 118 of this Law, which have been ordered by the Supervisory Commission, and

VI. If the nine-month period, starting from the intervention declaration agreed by the Commission, has not been corrected, the irregularities that have affected the stability or solvency of the controlling company.

The above, without prejudice to the procedures that, if any, should be made to the Federal Economic Competition Commission or any other authority.

The revocation declaration will be published in the Official Journal of the Federation, will be entered in the office of the Public Registry of Commerce that corresponds to the registered office of the Control Society in question, and shall put in a state of dissolution and liquidation to such a company without the need for the agreement of the shareholders ' assembly.

Once the revocation is registered in the Public Registry of Commerce, the company must give notice to the Registry of the registration.

By revoking the authorization of the controlling company, the financial institutions belonging to the Financial Group must cease to be members of the Financial Group. Those financial institutions shall have a maximum period of 60 working days from the publication of the revocation in the Official Journal, in order to suspend the supply of the products and the provision of financial services in the Member States. branches of the other financial institutions that were part of the Financial Group.

Article 124.- Once the revocation resolution is issued, the Controller Company may not dissolve until as long as it does not resolve the financial, operational or judicial obligations of the financial institutions that have integrated the Financial Group, which may have a negative impact on the public's interests.

Article 125.- The controlling societies to which the authorization has been revoked pursuant to this Chapter shall be subject to the provisions laid down in the Chapter. II of this Title.

CHAPTER II

Of dissolution, liquidation, and business contest

Article 126.- The dissolution, liquidation and the commercial competition of the controlling companies shall be governed by the provisions of the General Law of Companies and, where appropriate, the Law of Contracts 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 the liquidator. organ, as provided for in Article 122 of this Law. That assembly shall have a period of 30 working days to appoint the liquidator from the date on which the revocation is declared.

Companies shall make the knowledge of the Supervisory Board the appointment of the liquidator within five working days of their appointment. designation, as well as the beginning of the procedure for their corresponding registration in the Public Registry of Property and Commerce.

the Supervisory Board may object to its veto on the appointment of the person who shall be the liquidator, when he considers that he does not have the sufficient technical quality, good repute and satisfactory credit history for the performance of his/her duties, does not meet the requirements for the purpose or has committed serious or repeated breaches of this Law or the provisions of the general character of the result.

II. The settlement charge may be placed in credit institutions, in the Service and in the disposal of assets, or in natural persons or Those who have experience in the settlement of companies.

In the case of natural persons, the appointment shall be made by persons with technical quality, good repute and credit history satisfactory and meet the following requirements:

a) Being resident on national territory in terms of the provisions of the Federation Tax Code.

b) Be enrolled in the registry that is carried by the Federal Institute of Commercial Concourse Specialists.

c) Submit a Special Credit Report, in accordance with the Law to Regulate Credit Information Societies, provided by information society a credit institution containing his or her background of at least five years prior to the date on which the charge is to be initiated.

d) Do not have pending litigation with the Controlling Society or with any or more of the financial entities in which you exercise Control.

e) Not being sentenced for property crimes or disabled to exercise trade or to perform a job, job or commission in the service public or in the Mexican financial system.

f) Not to be declared bankrupt or to be declared bankrupt.

g) Not having held the position of external auditor of the controlling company, or of any of the entities in which he exercises control, during the twelve months immediate prior to the date of appointment.

h) Do not be prevented from acting as a visitor, conciliator or syndicate, or have a conflict of interest in the terms of the Mercantile Concourses Act.

Dealing with moral persons in general, the natural persons designated to carry out the activities linked to this function must comply with the requirements to which this fraction refers. Controlling Societies shall verify that the person who is designated as liquidator complies, prior to the commencement of the performance of his duties, with the requirements set out in this section.

The Service of Administration and Disposal of Goods may exercise the order of liquidator, conciliator or liquidator with its personnel or through proxies that for such a designation. The proxy may be done in favour of credit institutions or natural persons who meet the requirements set out in this section.

Institutions or persons having an opposite interest to that of the company shall refrain from accepting the charge of liquidator, stating such circumstance.

III. The Supervisory Commission shall carry out the designation of the liquidator, where the dissolution and liquidation of the company concerned is a consequence the revocation of their authorisation in the cases provided for in Article 123 of this Law.

The Commission may appoint liquidator to any of the persons referred to in the previous section, having regard to the requirements laid down.

In the event that the liquidator designated by the Commission is no more responsible for giving up his position, dies or has been removed, the Commission shall designate the person who replaces it within 15 days of the fact that the event in question is verified.

In the cases referred to in this section, the responsibility of the Supervisory Commission shall be limited to the designation of the liquidator, so the acts and the 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) Charging what is due to society and paying what it owes.

If the assets are not sufficient to cover the liabilities of the controlling company, the liquidator shall apply for the trade contest.

b) Develop an opinion on the overall situation of the controlling society. In the event that the opinion of the controlling company is located in the grounds of a commercial contest, the judge must ask the judge to declare the commercial competition in accordance with the provisions of the Law on the Commercial Concourses, informing of this to the Supervisory Commission.

c) Instrumentation and adopt a calendarised work plan containing the necessary procedures and measures for the obligations of the Company Controller is terminated or transferred no later than the year following the date on which he has protested and accepted his appointment.

d) Call the general meeting of shareholders, at the conclusion of their management, to present a complete report of the settlement process. This report shall contain the final balance sheet of the settlement.

In the event that the settlement does not end within the following twelve months, counted from the date the liquidator has accepted and The liquidator shall call the general meeting of shareholders in order to present a report in respect of the state in which the liquidation is located, pointing out the reasons why its conclusion has not been possible. This report shall contain the financial statement of the controlling company and shall be at all times available to the shareholders. Without prejudice to the following paragraph, the liquidator shall call the general meeting of shareholders in the terms described above for each year for the settlement to present the report.

When the liquidator summoned to the assembly is not met with the necessary quorum, he must publish in two newspapers of greater circulation in territory a notice addressed to shareholders, indicating that the reports are at their disposal, indicating the place and time at which they may be consulted.

e) Promote to the judicial authority the approval of the final settlement balance, in cases where it is not possible to obtain the approval of the shareholders to that balance sheet in terms of the General Law of Companies, because the assembly, however, has not been convened, does not meet the necessary quorum; or, because this balance is objected by the assembly in a way The liquidator's judgment is unfounded. The foregoing is without prejudice to the legal actions that correspond to the shareholders in terms of the laws.

f) Where appropriate, making the competent judge's knowledge that there is physical and material impossibility of carrying out the legal settlement of the Company Controller to order the cancellation of its registration in the Public Registry of Commerce, which will take effect one hundred and eighty days from the judicial order.

The liquidator must publish in two newspapers of greater circulation in the national territory a notice addressed to the shareholders and creditors on the application to the competent judge.

Interested parties may object to this cancellation within 60 days of notice before the judicial authority itself.

g) Exercise the legal actions to be taken to determine the economic responsibilities that, if any, exist, and to disengage the responsibilities that in terms of law and other provisions are applicable.

h) Refrain from buying for itself or for another, the assets owned by the controlling company in liquidation, without express consent of the assembly of shareholders.

i) Keep in deposit, for ten years after the date of completion of the settlement, the books and papers of the Controlling Society.

V. The Supervisory Commission shall request the declaration of a company's trade contest, where there are elements that may update the assumptions for the declaration of the trade contest.

VI. Declared the trade contest, the said Commission in defence of the interests of the creditors, may request that the procedure be initiated in the bankruptcy stage, or early termination of the reconciliation stage, in which case the judge will declare bankruptcy.

VII. The conciliator or liquidator charge shall be the responsibility of the person appointed by the Supervisory Commission within a maximum of 10 working days. (a) from the judgment declaring the trade contest at the time of conciliation or bankruptcy. Such appointment may be made by credit institutions, the Service of Administration and the disposal of goods, or by natural or moral persons who meet the requirements laid down in section II of this Article.

Declared the commercial contest, whoever is in charge of the administration of the company must present for approval of the judge, the procedures for the fulfillment of the obligations in charge of the society, as well as the dates for its implementation. The judge, prior to his approval, shall hear the opinion of the Commission referred to in the preceding paragraph.

Dealing with procedures for the revocation, liquidation or commercial competition of Financial Group Controller Companies in which it is performed as an administrator, liquidator or receiver of the Service of Administration and the disposal of assets, the Federal Government may allocate resources to that decentralized agency of the Federal Public Administration, for the sole purpose of carrying out the expenses associated with publications and other formalities concerning such procedures, where it is noted that they may not be faced with the assets of the group in question due to a lack of liquidity, or by insolvency, in which case it shall be a creditor of the latter.

When the Commission or the liquidator finds that it is impossible to carry out the liquidation of the company, it will make it known to the competent judge to order the cancellation of its registration. in the Public Registry of Commerce, which shall have its effects after one hundred and eighty calendar days from the injunction.

Interested parties may object to this cancellation within a period of sixty days, counted from the registration of the cancellation in the Public Registry of Commerce before the judicial authority itself.

CHAPTER III

From the intervention

Article 127.- The Supervisory Commission may declare the management intervention of the controlling company when, in its judgment, there are irregularities of any kind affecting its stability, solvency or liquidity and endanger the interests of the public or its creditors.

In addition, the Commission may declare the management intervention of the controlling company when in any of the financial institutions that are part of the Financial Group to which the Company belongs Controller has decreed an intervention with such a character.

The Chair of the Supervisory Board may propose to its Governing Board the management statement of the controlling company, and the appointment of the person who is will take over the administration of this with the character of the manager-manager, in the terms provided for in this article.

The Supervisory Board shall keep a record of the persons who may carry out the function of the controller-manager of the controlling company itself, or serve as a member of the advisory board to which it is refers to Article 133 of this Law. In order to be certified and registered in the register, the persons concerned must submit in writing their application to the Supervisory Board, with the documents certifying compliance with the requirements laid down in Article 126, Section II of this Law, after payment of the corresponding rights, and provided that they do not locate in any of the causals of origin provided for in that article.

The Supervisory Commission shall appoint the financial controller and, where appropriate, the members of the advisory board referred to in Article 133 of this Law, by agreement of its Governing Board, within those persons who are registered in the register referred to in the preceding paragraph, provided that such persons comply with the requirements of this Law to carry out such charges.

Article 128.- Persons who obtain registration in the register referred to in the previous article shall be required to comply with probity and diligence with the functions resulting from their designation. either as an interim-manager or a member of the advisory board, in accordance with this Law and other applicable provisions, and shall be required to keep due confidentiality with regard to the information to which they have access to their duties.

Article 129.- The trade that contains the appointment of a manager and its revocation must be registered in the Public Registry of Commerce that corresponds to the address of the controlling company (a) the replacement of a manager or his/her revocation when the Commission authorises the removal of the intervention

without further requirements than the respective office of the Supervisory Commission.

In the event that, due to justified reasons, the controller-manager or any member of the advisory board resign, the Supervisory Commission will have a period of up to thirty days to designate the person to replace him. For the corresponding replacement, it should be noted in article 127 of this Law.

Article 130.- The Supervisory Commission may determine the cancellation of the registration to perform as an intervent-manager or advisory board member when these persons:

I. Do not properly perform their functions;

II. Sean convicted by executed sentence for intentional offense that deserves corporal punishment, or is disabled for employment, office or commission in the public service, financial system or to exercise trade;

III. Perform employment, office or commission in the Public Administration, or be part of the Legislative or Judicial Powers in any of the three areas of Government;

IV. Rehuse the performance of the functions assigned to them in terms of this Law, without sufficient cause for judgment of the Administration Service And Disposal of Goods, and/or

V. Hayan was convicted of a sentence executed for damages resulting from any management intervention to which they have been assigned.

Article 131.- The manager-manager shall have all the powers that correspond to the board of directors and full powers for domain, administration, litigation and collection acts, with the powers requiring special clause under the law, to grant and subscribe to evidence, to file complaints and complaints and to desist from the latter and to grant the general or special powers it deems appropriate, and revoke those granted by the controlling company

b) for which the person concerned has been involved.

Article 132.- The manager-manager shall not be subject to his/her performance to the shareholders ' meeting or to 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 133.- For the performance of his duties, the financial controller may be supported by an advisory board, which shall consist of a minimum of three and a maximum of five persons, designated by the Supervisory Commission within those registered in the register of persons who may carry out the intervention-manager function of the controlling company which for that purpose shall maintain that Commission.

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. Likewise, they may only refrain from knowing and adjudicate on matters that are subject to their consideration when there is a conflict of interest, in which case they shall be subject to the knowledge of the Supervisory Commission.

Article 134.- The manager-manager shall lift an inventory of the assets and liabilities of the Controller Company and forward it to the Supervisory Board within thirty 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.

Article 135.- The Financial Controller shall formulate a quarterly activity report, as well as an opinion on the overall situation of the controlling Society and its member entities, To inform the Supervisory Commission and the general assembly of shareholders on the content of these documents.

When the assembly is convened it 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 these documents are at their disposal, indicating the place and time at which they may be consulted. It shall also forward to the Supervisory 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 lay down the responsibilities that in law and other provisions are applicable.

Article 136.- The fees of the controller-manager and the auxiliary staff that such controllers hire for the performance of their duties, as well as those corresponding to the members of the board Article 133 of this Law will be covered by the Controller Society. For such purposes, the Supervisory Board may, by means of general provisions, establish the criteria under which the payment of such fees shall be made, taking into account the financial situation of the controlling company and with the evolution of remuneration in the country's financial system as a guiding principle.

The Supervisory Commission will provide the assistance and legal defense services to the financial controllers who are designated by it in terms of this Law, to the auxiliary staff that such financial controllers contract, as well as to the members of the advisory board provided for in Article 133 of this legal order, with respect to the acts which they perform in the exercise of the functions conferred on them by this Law, when the controlling company (i) do not have sufficient liquid resources to deal with such a legal assistance and advocacy.

The legal assistance and defense referred to in this article will be provided by the resources with which the Supervisory Commission will count for these purposes, in accordance with the guidelines of a general to approve its Governing Board. For such purposes, the Secretariat, hearing the opinion of the Supervisory Commission, shall establish the necessary mechanisms to cover the expenses arising from the assistance and legal defense provided for in this article.

Article 137.- The manager-manager may only obtain from the Controller Company, or any of the entities in the Financial Group in question, loans, or acquire the the debtor of such intermediaries for any title, on the same terms as, if applicable, the Supervisory Board of the Supervisory Board for its employees.

Article 138.- The Supervisory Commission shall agree to the lifting of the intervention when irregularities affecting the stability or solvency of the company have been corrected.

In case of an unextendable period of nine months from the intervention declaration, it has not been possible to correct the irregularities, the Supervisory Commission, considering the outcome of the opinion delivered by the manager-manager, shall make it known to the Secretariat to be revoked.

When the Supervisory Commission agrees to lift the intervention on a managerial basis, it shall inform the person in charge of the Public Registry of Trade who has made the annotation referred to in Article 129 of this Law, in order to cancel the respective registration.

Article 139.- The manager-manager shall make a final report of his management, which shall include the actions taken during the intervention and the financial situation of the Company Controller in question.

The report shall be submitted to the general meeting of shareholders in accordance with the provisions of Article 135 of this Law, and should be sent to the Supervisory Board.

The controller-manager will continue in the performance of his/her order, as long as the appointment of the new administrator, liquidator or liquidator has not been recorded in the Public Registry of Commerce, and not have entered roles.

Article 140.- Dealing with Intervening Controlling Societies, the Supervisory Commission shall continue to exercise its supervisory powers conferred upon it by this Law and other provisions. applicable.

TITLE EIGHTH

Of the administrative procedures

CHAPTER I

Preliminary Provisions

Article 141.- In the administrative procedures for the imposition of sanctions provided for in this Law, all kinds of evidence will be admitted. In the case of the confessional in charge of the authorities, the confessional must be de-drowned in writing.

Once the right of hearing referred to in Article 143 of this Law has been removed, or the document in which the review appeal is lodged, only evidence shall be admissible. supervenlients, as long as the corresponding resolution has not been issued.

The Supervisory Commission may be able to make up the means of proof it deems necessary, and may have the effect of agreeing on the admissibility of the evidence offered. Only the evidence provided by the persons concerned may be rejected where they are not offered in accordance with the law, are not related to the substance of the case, are imparted, unnecessary or contrary to morality or 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, in order to issue such a resolution, prior notification to the data subject is necessary.

Article 142.- The faculty of the Supervisory Commission to impose the administrative penalties provided for in this Law, as well as the provisions of it, shall expire within a period of five years from the business day following the conduct of the conduct or the case of the alleged infringement was updated.

The expiration period indicated in the immediate paragraph above will be interrupted at the beginning of the relative procedures. The procedure in question shall be understood to have initiated on the basis of the notification of the alleged infringer of the trade by which he is granted the right of hearing to express what is appropriate to his right in accordance with the Article 143 of this Law.

In order to calculate the amount of the fines in those cases covered by this Law on the basis of days of salary, the minimum daily general salary in force in the Federal District of the day will be based on the the sanctioned conduct is performed or the assumption is updated that gives the corresponding sanction.

The fines that the Supervisory Commission imposes must be paid within the fifteen working days following that of its notification. When the fines are not paid within the period indicated in this paragraph, the amount will be updated from the month in which the payment was made and until the payment is made, in the same terms as the Tax Code of the Federation for this type of assumptions.

In case the infringer pays the fines imposed by the Supervisory Commission within the fifteen days referred to in the previous paragraph, a reduction of twenty percent of its amount will be applied, always and where no means of defence have been brought against that fine.

CHAPTER II

From imposing administrative sanctions

Article 143.- The Supervisory Commission, in the imposition of administrative penalties referred to in this Law, shall be subject to the following:

I. A hearing shall be granted to the alleged infringer, who, within ten working days from the business day following that in which he has effects the relevant notification shall state in writing what is appropriate to it, 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 for up to the same period, for which it shall consider the particular circumstances of the case. The notification shall have effect on the working day following the day on which it is practised, and

II. In the event that the alleged infringer does not use the right of hearing within the given time limit or, having exercised it, I will not succeed the imputations discharged against them, the offences imputed shall be credited and the corresponding administrative penalty shall be imposed.

III. The imposition of sanctions shall take into account, where appropriate, the following aggravating factors:

a) The affectation to third parties or the financial system;

b) The recidivism, the causes that originated it, and, where applicable, the corrective actions applied by the alleged infringer. A repeat offender shall be deemed to have committed an infringement which has been sanctioned and, in addition to that offence, another of the same type or nature, within two years of the date on which the decision is signed. corresponding;

c) The amount of the operation, and

d) The intent to conduct the behavior.

Article 144.- The penalties shall be imposed by the Governing Board of the Supervisory Commission, which may delegate that power, due to the nature of the infringement or the amount of the fine, to the President or other public servants of the Supervisory Board.

Article 145.- The National Banking and Securities, Insurance and Securities Commissions or the Retirement Savings System, as appropriate, may refrain from sanctioning the controlling companies. regulated by this Law and subject to the supervision of such Commissions, provided that the cause of such abstention is justified in accordance with the guidelines that the Governing Board may issue for such purposes, and relate to facts, acts or omissions which are not serious, there is no recidivism, do not constitute crime and do not endanger the interests of third parties or the financial system itself.

Article 146.- The fines referred to in this Law may be imposed on the Financial Group Controller Companies, and the Subcontrollers, as well as the members of the Board of Directors. administration, general managers, managers, officials, employees or respective proxies who have directly incurred or have ordered the conduct of the conduct of the infringement. Without prejudice to the foregoing, the Supervisory Commission may, in accordance with the circumstances of each case, proceed as provided for in Article 147 of this Law. The Commission may impose an equivalent fine up to twice the amount provided for in this Law in the event of a recurrence.

Article 147.- In addition to the imposition of the corresponding penalty, the National Banking and Securities, Insurance and Securities Commissions or the Retirement Savings System may, as the (a) to the effect that the person concerned has not been able to demonstrate that the interests of third parties or of the financial system itself are affected by the infringement; that having caused damage has been repaired, as well as the existence of attenuants.

Article 148.- The National Banking and Securities, Insurance and Securities Commissions or the Retirement Savings System will consider as mitigating the imposition of administrative penalties, when the alleged infringer accredits to the Commission that the damage caused has been damaged, as well as the fact that it provides information that it helps in the exercise of the Commission's powers, in order to disallow liability.

Article 149.- 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 any, is issued by the Commission Supervisor in terms of article 161 of this legal order, as well as of the corresponding criminal proceedings, if any. Those administrative penalties shall also be independent of the revocation, where appropriate, of the authorisation granted to the Control Society of Financial Groups to organise and operate as such that, where appropriate, they are required to persons affected by the acts in question, as well as managerial or administrative interventions and the repair of the damage which, where appropriate, require the persons concerned by the acts in question.

Article 150.- To protect the exercise of the right of access to government public information, the Supervisory Commission, adjusting to the guidelines approved by its Governing Board, will have to do from the knowledge of the general public, through its Internet portal the penalties that the effect imposes for violations of this Law or the provisions that emanate from it, for which it must point out:

I. The name, name, or social reason for the offender;

II. The legal precept infringed, the type of penalty imposed, amount or time, as appropriate, the offending conduct, and

III. The state that saves the resolution, indicating whether it is firm or capable of being challenged and in the latter case if it has been filed any means of defence and its type, 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 151.- The controlling companies governed by this Law and subject to the supervision of the National Banking and Securities, Insurance and Securities Commissions or the Savings System for the Withdrawal, as appropriate, through its director-general or equivalent and, with the opinion of the person or area exercising the supervision functions of the company itself, may subject to the authorization of the Supervisory Commission, a programme of self-correction when the company concerned, in the performance of its activities, or the person or area exercising the surveillance functions as a result of the functions conferred by it, detecting 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 defaults that are detected by the National Banking and Securities, Insurance and Securities Commissions or the System of Saving for the exercise of their powers of inspection and surveillance, prior to the presentation by the Control Society regulated by this Law, of the respective self-correction program.

The irregularity was deemed to have been previously detected by the National Banking and Securities, Insurance and Securities Commissions or the Savings System for the withdrawal, in the case of surveillance powers, where the irregularity has been notified to the company; in the case of the inspection powers, where it has been detected during the inspection visit, or, corrected by after the request has been made in the course of the visit, or

II. When the violation of the rule in question corresponds to one of the offenses contemplated in the laws.

Article 152.- The self-correction programs referred to in the previous article shall be subject to the general provisions issued by the National Banking and Securities Commissions. Insurance and Bail or the Retirement System for the Retreat, as appropriate. In addition, they must be signed by the person or area who exercises the oversight functions of the Control Society regulated by this Law and subject to the supervision of the Commission in question, and be presented to the administrative board or the equivalent body in the immediate post-session of the application for authorisation submitted to the Supervisory 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.

In case the controlling company regulated by this Law and subject to supervision by the National Banking and Securities, Insurance and Securities Commissions or the Retirement Savings System, as The self-correction programme shall include a detailed calendar of activities to be carried out for that purpose, requiring a period of time to remedy the irregularity or non-compliance.

If the National Banking and Securities, Insurance and Securities Commissions or the Retirement Savings System, as appropriate, do not instruct the company to make modifications or corrections to the self-correction programme within 20 working days following its submission, the programme shall be authorised in all its terms.

When the National Banking and Securities, Insurance and Securities Commissions or the Retirement Savings System, order the controlling company to amend or amend them for the purpose of the programme shall comply with the provisions of this Article and other applicable provisions; the company concerned shall have a period of five working days from the relevant notification to remedy such deficiencies. That period may be extended for a single occasion for up to five additional working days, subject to the authorisation of the National Banking and Securities, Insurance and Securities Commissions or the Retirement Savings System, as appropriate.

If the deficiencies referred to in the preceding paragraph are not remedied, the self-correction programme shall be for failure to be submitted and, as a result, irregularities or non-compliances shall not be possible. be the subject of another self-correction program.

Article 153.- For the duration of the self-correction programs authorized by the National Banking and Securities, Insurance and Securities Commissions or the Savings System for the Retirement in In terms of Articles 151 and 152 above, the latter shall refrain from imposing on the controlling companies subject to their supervision the penalties provided for in this Law or other laws, for irregularities or non-compliances whose correction provides for such 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 person or area carrying out the surveillance functions in the controlling societies governed by this Law and subject to the supervision of the National Banking and Securities Commissions, Insurance and Securities The Retirement Savings System will be required to follow up the implementation of the authorized self-correction program and report its progress to both the management board and the director-general or equivalent bodies or persons. of the company as to the National Banking and Securities Commissions, Insurance and Bonds or the Savings System for the Retreat, as appropriate, in the form and terms that it establishes in the general provisions referred to in Article 152 of this Law. The above, regardless of the powers of the National Banking and Securities, Insurance and Securities Commissions or the Retirement System for the Retreat to supervise, at any time, the degree of progress and compliance of the program of self-correction.

If as a result of the reports of the person or area exercising the surveillance functions in the Control Societies or the inspection and surveillance tasks of the National Banking and Banking Commissions Securities, Insurance and Securities or the Retirement Savings System, these determine that the irregularities or non-compliances that are the subject of the self-correction program will not be remedied within the prescribed period, will impose the corresponding penalty increase the amount of this up to forty percent; being updatable said amount in terms of the applicable tax provisions.

The natural persons and other moral persons subject to supervision by the National Banking and Securities, Insurance and Securities Commissions or the Retirement Savings System may submit to the (a) a self-correction programme is authorised by the Commissions themselves when, in the course of their activities, they detect irregularities or non-compliance with the provisions of this Law and other applicable provisions, subject to the provisions of the Articles 151 to 153 of this Act, as applicable.

Article 154.- Those affected by the acts issued by the Commission that end the procedures for authorization, suspension and imposition of administrative sanctions, may attend defence of 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 the President of the Commission, or the latter in the case of acts carried out by other public servants, in the terms provided for by the Federal Law of Procedure Administrative.

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, when it is to be resolved by the President. of the Commission, not a hundred and twenty working days in the case of resources falling within the competence of the Governing Board.

Article 155.- The violations of this Law or the general provisions emanating from it, as determined by the Supervisory Commission, will be sanctioned with administrative fine that will impose the Supervisory Commission, on the basis of days of general minimum wage in force for the Federal District, provided that no other form of sanction is expressly established, as follows:

I. Multa 200 to 10,000 days salary:

a) To controlling companies or financial institutions that make up the Financial Group, which do not provide financial authorities within the financial the time limits set, the information or documentation referred to in this Law or the provisions emanating from it, as well as by omitting to provide that required by the Secretariat or the National Banking and Securities Commissions, Bail and Savings System for the Retreat.

b) To independent external auditors and other professionals or experts who surrender or provide opinions or opinions to the controlling societies or to the authorities in contravention of the provisions of this Law or the provisions emanating from it.

c) To controlling companies that do not issue the financial statements approved by the general assembly of shareholders, accompanied by an auditor's opinion external, in accordance with Article 122, section II of this Law and other provisions thereof.

d) To the controlling companies, Subcontrollers and Prostators of Service and Real Estate, who omit to submit to the approval of the Secretariat their writing constitutive or any modification thereto, in terms of Article 20, or part I of Article 123 of this Law, as appropriate, irrespective of the fact that, in the latter case, it is appropriate to declare the revocation of the authorization which has been awarded the Secretariat to organize itself as a controlling society function as a Financial Group.

e) To controlling companies that omit to report to the Secretariat and to the National Banking and Securities, Insurance and Securities Commissions or the System of Savings for the Withdrawal, as appropriate, in respect of the transmission of shares effected in terms of Article 29 of this same legal order.

f) The members of the committees carrying out the functions in the field of audit or social practices, who refrain from giving an opinion to the administration of the Financial Group Controller Companies on the matters referred to in Article 57 (1) (a) and (II) (a) of this Law, as well as the directors general of those types of companies that do not subscribe to the information that in terms of the legal provisions should be revealed the public or that they omit to disseminate it as provided for in Article 59, fractions IV and V, of this legal order.

II. Multa from 3,000 to 20,000 days of salary, to:

a) Members of the Financial Group Controller Board of Directors, who:

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 39 (IV) of this Law.

2. Refuse to determine the actions that correspond to remedy irregularities that are of your knowledge and implement corrective measures in contravention of Section VII or IX of Article 39 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 Article 48 (II) of this Law.

b) The chairmen of the committees carrying out functions in the field of corporate practices or audit of the Financial Groups ' Control Societies, which omitan to draw up the annual report on its activities and submit it to the board of directors of the company, in contravention of the provisions of Article 58, fractions I and II of this Law.

(c) The members of the audit committee, as well as the directors-general, of the Financial Group Controller Companies, which omit to comply with any of the obligations laid down in Articles 57, Part II, points (b), (j), (m) and (o), and 59, third paragraph, fractions II, VI and XI of this Act, as appropriate.

d) The controlling societies that in contravention of the provisions of article 25 of this Law, omit to keep in deposit the actions of the society in one of the institutions for the deposit of securities regulated by the Securities Market Act.

e) The members and secretary of the board of directors who in contravention of the provisions of Article 50 of this Law, omit to excuse themselves from participating in the deliberation or vote of any matter involving a conflict of interest.

III. Multa from 10,000 to 100,000 days of salary, to:

a) Members of the Board of Directors of Financial Groups Controllers who approve, without the prior opinion of the committee Article 39 of this Law shall not apply to any of the cases referred to in Article 39 (III) (a), (c) and (d

.

b) The members and secretary of the board of directors, as well as the relevant Directors who act with disloyalty or unlawfully against the the company or moral persons in which it exercises control, in contravention of the provisions of Articles 50, first paragraph, 51, 52 or 62, fractions II or III of this Law.

c) The members of the committee that exercises the audit functions, of the Financial Groups Control Societies, which omit to elaborate the opinion on the content of the report of the Director-General and submit it to the Management Board for submission to the General Assembly of Shareholders and to monitor that the acts referred to in Article 39, Section III, points (c) and (d) and 65, last paragraph of this Law, shall be carried out in accordance with the above legal precepts.

d) Financial Group Controller Companies that provide in their social statutes clauses that establish measures to prevent acquisition of actions that grant the Control of the society, in violation of the provisions of Article 64, fraction I of this Law.

e) Shareholders who are present or deliberate in an operation in which they have an interest contrary to that of the company, in contravention of the article 66 of this Act.

f) Controlling Societies and other persons governed by this Law who oppose or impede the exercise of the powers that they are and others Applicable provisions confer upon the Secretariat or the Supervisory Commission as well as those which, upon notification of the Supervisory Commission, do not appear without justified cause.

g) To persons who acquire actions in contravention of the provisions of Articles 24, 26, 27 and 28 of this Law.

IV. Multa from 20,000 to 130,000 days of salary:

a) To controlling companies that give news or information about deposits, services or any type of acts performed by financial institutions members of the Financial Group, persons other than members of its board of directors and financial institutions which are members of the Financial Group, in contravention of the provisions of the various special laws of the Financial Group. obligation to keep secret.

b) To controlling companies that do not comply with the preventive and corrective actions ordered by the Supervisory Commission, in the exercise of its the powers of inspection and surveillance.

c) To controlling companies making investments in financial institutions not members of the Financial Group or in Service Real estate without the authorizations referred to in Articles 86 and 89 of this Law as well as in the provisions emanating from it.

V. Multa from 50,000 to 150,000 days of salary:

a) To controlling companies that provide, in dolose form, false, inaccurate or incomplete information to the financial authorities, which has the a consequence that the true financial, administrative, economic or legal situation of the Financial Group is not reflected as long as it is established that the Director-General or any member of the Management Board of the controlling company was aware of such an act.

b) To controlling companies that do not comply with any of the corrective measures referred to in Articles 117 and 118 of this Law or the provisions that emanate from it.

VI. Multa of 200 to 100,000 days of salary, to the offenders of any other provision of this Law or of the general provisions that of it derived, other than the previous ones, and which do not have a special sanction in this order.

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 Chair of the Supervisory Commission, administrative fines may be partially or wholly waived by the Board of Directors of the Supervisory Board.

Article 156.- Moral persons and financial entities using the words Financial Group or others who express similar ideas in any language, for which they can infer that they are members of a specific Financial Group, without forming part of it, will be sanctioned with a fine of 1,000 to 5,000 days of salary.

People who, without the respective authorization, are organized and function as a Financial Group, will be fined 30,000 to 100,000 days of salary.

CHAPTER III

Of Crimes

Article 157.- They shall be subject to imprisonment of two to ten years, members of the board of directors, officers, officials, employees or external auditors of a Group controlling the Group. Financial, who commit any of the following behaviors:

I. Omitan to record in the accounts the acts performed or to alter the accounting records or to artificially increase or decrease the assets, liabilities, order, capital or results accounts of the controlling company, to conceal the true nature of the acts performed or their accounting record affecting the composition of assets, liabilities, contingent accounts or results.

II. Generating, publishing or providing information to the public of the controlling company, financial institutions or sub-controllers, in the knowledge of which is false or misleading, or orders any such conduct to take place.

III. Hide, omit or cause to hide or omit to disclose information which, in terms of this legal order, must be disclosed to the public or to the public. shareholders.

IV. Order or accept that false data be entered in the Accounting Society's accounting or financial institutions or Subcontrollers.

V. Destroy, modify or order to destroy or modify, in whole or in part, the accounting systems or records or documentation that originates from the seats accounting officers of a controlling company or of financial institutions or sub-controllers, prior to the expiration of the legal time limits for conservation and for the purpose of concealing their registration or evidence.

VI. Destriya or order to destroy, in whole or in part, information documents or files, including electronic, for the purpose of preventing or obstructing acts supervision of the Supervisory Board.

VII. Destriya or order to destroy, totally or partially, information, documents or files, including electronic, for the purpose of manipulating or hiding data or information from the Controlling Society to those who have legal interest in meeting them.

VIII. Present to the Supervisory Commission documents or false or altered information, in order to hide its true content or context.

IX. Alter the terms of the contracts, make or order non-existent acts or expenses to be recorded, exaggerate the actual or intentionally perform any act or illegal operation or prohibited by law, generating in any such event a breach or damage to the assets of the controlling company in question or to the financial institutions or sub-controllers, for economic benefit itself, either directly or through a third party.

Article 158.- 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 Supervisory Commission, in terms of the provision of the In Article 42 of this Law, continue to perform the duties 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 159.- Persons or members of the board of directors of moral persons who are by themselves or through an interposite person or by name shall be punished with imprisonment of one to two years commercial, by any means of advertising are displayed in front of the public as Financial Groups, without having the authorization of the competent authority according to this or other laws

Article 160.- 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 the controlling Financial groups which, through the alteration of the active or passive accounts, make or order that there are any non-existent acts or expenses or that the actual ones are exaggerated, or that they are intentionally carrying out any act or operation that is illegal or prohibited by the law, generating in any of these cases a breach or damage to the property of the controlling company or of the financial institutions in which it exercises control, for its own economic 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.

Article 161.- The offences provided for in this Law shall be pursued only at the request of the Secretariat, after the opinion of the Supervisory Commission, except in the case of the offence provided for in the Article (a) of this legal order, which may be pursued only by the victims or offended persons who hold at least thirty-three percent of the share capital of the controlling company of the Financial Group or of the financial institutions in which it exercises control, or, at the request of the Secretariat, on the basis of the opinion of the Supervisory Board, provided that it is requested by the victims or offended persons who hold at least 10% of the share capital of the company concerned.

This Commission may refrain from issuing the opinion referred to in this Article, in the case of crimes in which damages caused do not exceed 25,000 days of daily minimum daily wage in force for the Federal District, provided that the damage has been repaired and the damage to the victim or offended has been repaired, without any act of authority having been mediated; in the case of acts involving persons who have not been previously related to illegal events affecting the financial system; of serious crime in terms of Article 194 of the Federal Code of Criminal Procedures, and that in the judgment of the Commission the probable perpetrators would have collaborated effectively, providing truthful information for the investigation respective.

In cases where the Supervisory Commission has refrained from issuing the opinion referred to in the first paragraph of this Article, it shall inform the Secretariat of its determination.

Article 162.- The offences provided for in this Law will only admit wilful commission. The criminal action in the cases provided for in this Act, which may be carried out at the request of the Secretariat, by the Financial Group offended, or by whom it has legal interest, shall be prescribed in three years from the day on which the said Secretariat or Group Financial or those with legal interest are aware of the crime and the likely person responsible and, if they do not have that knowledge, in five years they will be computed according to the rules established in Article 102 of the Federal Criminal Code. Once the procedural requirement is met, the prescription will continue to run according to the rules of the Federal Criminal Code.

Article 163.- The penalties provided for in this Law shall be reduced to one third when the damage has been repaired or the damage caused.

Article 164.- The Supervisory Commission, in the exercise of the powers referred to in this Law, may point out the manner and terms in which financial institutions and natural or moral persons which requests information must comply with your requirements.

In addition, the Supervisory Commission, in order to enforce its determinations, may use, at its discretion, the following means of award:

I. Mounting with warning;

II. Multa of 2,000 to 5,000 days of salary;

III. Additional 100 days of salary for each day the violation persists, and

IV. 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 competent authority.

For the purposes of this article, federal or federal law enforcement authorities and law enforcement or local law enforcement authorities shall issue the support requested by the Commission in an expeditious manner. Supervisor.

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 public security or, where appropriate, compliance with the administrative cooperation agreements concluded with the Federation.

CHAPTER IV

Of notifications

Article 165.- Notifications of requirements, regular and special inspection visits, requests for information and documentation, citations, sites, resolutions of imposition of administrative penalties or any act which terminates the procedures for the revocation of the authorisations referred to in this Law, as well as the authorisations referred to in this legal order and the decisions the administrative burden of the revocation remedies In accordance with this Law, they may be notified in the following ways:

I. Personally, as follows:

a) In the offices of the financial authorities, as provided for in Article 168 of this Law.

b) At the address of the person concerned or his or her representative, in terms of the provisions of Articles 169 and 171 of this Law.

(c) Anywhere in which the person concerned or his/her representative is located, in the cases referred to in Article 170 of this Law.

II. By trade delivered by courier or certified mail, both with acknowledgement of receipt;

III. For edicts, in the assumptions outlined in article 172 of this Law, and

IV. By electronic means, in the case provided for in article 173 of this Law.

With regard to the information and documentation to be displayed to the inspectors of the Supervisory Commission pursuant to an inspection visit, the provisions of the regulations issued by the Supervisory Board should be observed. Federal Executive, on supervisory matters.

For the purposes of this Chapter, financial authorities shall be defined as the Secretariat and the Supervisory Commission.

Article 166.- The recall of authorizations requested by the person concerned or his representative and other acts other than those mentioned in the previous article, may be notified by delivery of the trade in which the relevant act is established, in the offices of the authority making the notification, by collecting the signature and the name of the person receiving the notification in a copy of that office.

The financial authorities may also make such notifications by ordinary mail, telegram, fax, e-mail or courier when the person concerned or his representative requests it in writing. pointing to the data needed to receive the notification, stating in the respective file, the date and time it was made.

Also, the acts referred to in the first paragraph of this Article may be notified by any of the forms of notification referred to in Article 165 of this Law.

Article 167.- The notifications of inquiry visits and the intervention declaration referred to in this Law shall be made in a single act and in accordance with the provisions of the supervision that the Federal Executive will issue to the effect, in terms of the penultimate paragraph of Article 165 of this Law.

Article 168.- Personal notifications may be made at the offices of the financial authorities, where the person concerned or his representative is present, for which the person in charge of carry out such notification in duplicate, a record, which must be signed by two witnesses appointed by the person concerned or his representative, and where he shall establish that the content of the trade in which the act is recorded was informed thereof; the administrative authority to be notified; the conduct shall also include: other circumstances which arise in the event that he does not appear, in terms of the last paragraph of Article 169 of this Law. The duplicate of the minutes shall be given to the person concerned or his representative.

If the witnesses are not appointed by the person concerned or their representative or the appointees do not agree to serve as such, whoever makes the notification shall appoint them; likewise, if the person concerned or his representative is refuse to sign or to receive the above trade or the act of notification, that circumstance shall be recorded in the minutes, without affecting the validity of the notification.

Article 169.- Personal notifications may also be made with the person concerned or his representative, at the last address he has provided to the relevant financial authority or at the last address which he has indicated before the authority itself in the administrative procedure in question, for which the minutes referred to in the penultimate paragraph of this Article shall be drawn up.

In the event that the person concerned or his/her representative is not at the address mentioned, the person appointed to carry out the notification will provide the person who is in store with the notification. due to the fact that the person concerned or his representative is waiting for him at a fixed time on the following working day to inform the person concerned that he is not appearing at the time and on the day to be fixed, the notification shall be made by the person who has taken care of him or who, in the event of find that the address is closed or that they refuse to receive the respective notification, it will be done by Article 171 of this Law is instructive as provided for in Article 171 of this Law. Those who make the notification shall take up the minutes provided for in the penultimate paragraph of this article, stating that the cited citation has been delivered.

The reference point of reference shall be made in duplicate and shall be addressed to the person concerned or his representative, indicating the date and time of dispatch, the date and time when the notifier is to be expected, to 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 fixed for the practice of the due diligence of the summons, the person in charge of performing the diligence will be in the address that corresponds, and finding to the cited, will proceed to raise act in the terms referred to in the penultimate paragraph of this article.

In the event that he does not appear, the notification shall be understood with any person who is at the address in which the due diligence is carried out; for such purposes, the minutes shall be terms of this article.

In any event, the person who carries out the notification shall, in addition to the circumstances mentioned above, record his name, position and signature, which shall be determined and which shall be determined in duplicate. is registered at the registered office, which notified the person concerned, his representative or person who attended the care, prior to the identification of such persons, the trade in which the administrative act is to be notified, shall also state the designation of the two witnesses, the place, time and date of release, identification of the trade name, means of identification displayed, name of the person concerned, legal representative or person who is responsible for the diligence and the appointed 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 appointment of witnesses, who shall make the notification shall require the person concerned, his representative or the person to attend the inquiry to appoint them; in the event of a refusal or the witnesses They shall not accept the designation, shall be made by the notifier.

Article 170.- In the event that the person in charge of the notification makes the search for the person concerned or his representative at the last address he has provided to the authority the financial institution concerned or the last person who has indicated to the authority itself in the administrative procedure in question, and the person with whom the diligence is understood to deny that the person concerned is the address of the person concerned or his representative, who carry out the proceedings to record such a circumstance. The minutes must be entered in the name, position and signature of the person concerned, who notified the person concerned, his representative or the person who attended the care, prior to the identification of such persons. persons, the trade in which the administrative act is to be notified, shall also state the designation of the two witnesses, the place, time and date on which it is lifted, the identification data of the trade mark, the means of displayed identification, name of the person concerned, legal representative or person to attend the diligence and of the appointed 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, in accordance with the penultimate paragraph of the previous article.

In the case provided for in this precept, the person who carries out the notification may make the personal notification wherever the person or his representative 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 or to record the due diligence before the public purse.

Article 171.- On the assumption that the day and time indicated in the summons that have been left in terms of article 169 of this Law, who will make the notification I will find the address closed either the person concerned, his or her representative or the person who takes care of the care, refuse to receive the trade mark of the notification, shall make effective the warning referred to in the said summons. For such purposes, it shall carry out the notification 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, in the presence of two witnesses which the effect designates.

The reference instructor shall be drawn up in duplicate and shall be addressed to the person concerned or his representative. 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 the signature of the witnesses; the indication that the person making the notification was satisfied that it was constituted and acted at the address sought, and the data identifying the trade in which the administrative act to be notified is recorded.

The instructional shall demonstrate the existence of the acts, acts or omissions that are recorded in it.

Article 172.- The notification by edicts shall be made in the event that the person concerned has disappeared, has passed away, his or her domicile is unknown or there is no access to it, and not have a known representative or address on national territory or are 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 notification by the financial authority of the edict on the electronic page of the worldwide network, called the Internet, which corresponds to the financial authority which it notifies; indicating that the original trade is at its disposal at the address which will also be indicated in the said edict.

Article 173.- The notifications by electronic means, with acknowledgement of receipt, may be made as long as the person concerned or his representative has accepted or expressly requested it in writing the financial authorities through the automated systems and security mechanisms that they establish themselves

Article 174.- Any notifications that are not made under this Chapter shall be construed as lawfully made and shall have effect on the working day following that in which the person concerned or his representative are known to be aware of their content.

Article 175.- For the purposes of this Act you will have your address to hear and receive notifications related to the performance of your order as members of the Board of Directors. administration, directors-general, commissioners, directors, managers, officials, managers who occupy the immediate hierarchy lower than that of the director-general, and other persons who are able to bind the regulated companies with their signature Law, the law of the place where the society to which they serve is located, unless such persons indicate in writing to the competent Commission a separate address, which must be located within the national territory.

In the cases referred to in the preceding paragraph, the notification may be made with any person in the said address.

For the purposes of this Article, the last one provided to the Supervisory Commission or in the administrative procedure in question shall be deemed to be the domicile of the company.

Article 176.- The notifications referred to in this chapter shall take effect on the following working day:

I. You would have done personally;

II. The respective trade has been delivered in the cases provided for in Articles 169 and 170;

III. It was done by trade delivered by courier or by registered mail, with acknowledgement of receipt;

IV. The last publication referred to in Article 172 has been made, and

V. It has been effected by ordinary mail, telegram, fax, electronic means, or messaging.

TITLE NINTH

Financial authorities coordination tips

CHAPTER I

Of the coordination tips for financial system development

Article 177.- The President of the Republic may constitute councils which aim to facilitate the coordination of measures and actions in the field of the financial system which, in the field of their respective privileges, the Secretariat, the agencies or entities of the respective Federal Public Administration and the Bank of Mexico must implement or implement.

Such councils can be set up to deal with issues related to the development and stability of the financial system where the coordination of those involved is required. Coordination within these councils will not involve encroaching on the powers and powers that the legal framework grants to each of the authorities called.

The councils may be temporary or permanent and shall be chaired by the President of the Republic.

CHAPTER II

Financial System Stability Board

Article 178.- The Financial System Stability Board is the instance of permanent coordination, assessment and risk analysis in financial stability among the authorities that integrate, in order to avoid disruptions or substantial changes in the functioning of the financial system and, where appropriate, minimise its impact when they occur.

Article 179.- The Financial System Stability Board will have the following functions:

I. Identify and analyze with opportunity potential risks to the financial stability of the country.

II. Make recommendations and serve as a forum for coordination of measures and actions that, in the field of their respective attributions, should be carried out or to implement the financial authorities represented by the members of the Council itself, after analysis of the identified risks.

III. Develop an annual report on the state of the country's financial stability and on the diagnoses and other activities carried out by the Council.

IV. Exorder the operating rules for operation, as well as for the operation of the Committees that are required for their operation.

The Financial System Stability Board must at all times respect the powers and powers that the legal framework grants to each of the authorities they represent.

Article 180.- The Financial System Stability Board will be integrated by the following officials:

I. The Secretary of Finance and Public Credit;

II. The Undersecretary of Finance and Public Credit;

III. The Chairman of the National Banking and Securities Commission;

IV. The Chairman of the National Insurance and Fiance Commission;

V. The Chairman of the National Retirement Savings System Commission;

VI. The Executive Secretary of the Institute for Banking Savings Protection, and

VII. The Governor of the Bank of Mexico, as well as two Subgovernors that the Governor himself designates.

Members of the Council will have no alternates.

Article 181.- The sessions of the Financial System Stability Board will be chaired by the Secretary of Finance and Public Credit; in his absence, by the Governor of the Bank of Mexico and, in absence of both, by the Undersecretary of Finance and Public Credit.

The Financial System Stability Board may meet at all times at the request of the Secretary of Finance and Public Credit or three of its members. The sessions shall be held with the presence of the majority of its members.

Council agreements will be taken by a majority of votes from the members present. Who is in session will have a quality vote in case of a tie.

If the nature of the cases so requires, they may be invited to participate in Council meetings, with a voice but without a vote, representatives of the agencies and entities of the Federal Public Administration or organizations, public or private.

All information contained in the minutes of the Council and, in general, the other information submitted by the authorities within the Council or exchanged between them on the occasion of their participation in the Council, must be classified as reserved for the purposes of the Federal Law on Transparency and Access to Government Public Information, except where the Council expressly authorizes its dissemination.

Article 182.- The Council shall have an Executive Secretary appointed by the Bank of Mexico, who shall be a public servant of the Bank of Mexico and shall be responsible for the exercise of the privileges the Council to establish in its rules of operation.

The Executive Secretary will be assisted in his duties by an alternate secretary, who must also be a public servant of the Bank of Mexico and will cover his absences.

CHAPTER III

Of The National Financial Inclusion Council

Article 183.- The National Council for Financial Inclusion is the consultation, advisory and coordination body, which aims to propose measures for planning, formulation, implementation, implementation and monitoring of a National Financial Inclusion Policy.

Article 184.- The National Financial Inclusion Council will have the following functions:

I.            Know, analyze and formulate proposals regarding policies related to financial inclusion and issue opinions on their compliance;

II.           formulate the National Financial Inclusion Policy guidelines;

III.          Propose criteria for the planning and implementation of financial inclusion policies and programs in the federal, regional, state, and municipal areas;

IV.         Determine medium-and long-term financial inclusion goals;

V.          Coordinate with the Financial Education Committee, chaired by the Undersecretary of Finance and Public Credit, the actions and efforts in the field of financial education;

VI.         Propose the necessary changes in the financial sector, in accordance with the analyses carried out in the field, as well as the federal regulatory framework, the federal entities and the municipalities;

VII.        Propose general schemes of organization for the effective care, coordination and linkage of activities related to financial inclusion in the different areas of the Federal Public Administration, with the entities Federativas and municipalities, and with the private sector of the country;

VIII.       Establish mechanisms to share information regarding financial inclusion between dependencies and public entities that carry out programs and actions related to financial inclusion;

IX.         Get private sector information about programs and actions related to financial inclusion;

X.          Issue guidelines for the operation and operation of the Council, and

XI.         The others that are necessary for the achievement of their object.

The National Financial Inclusion Council must at all times respect the powers and powers that the legal framework grants to each of the authorities they represent.

Article 185.- The National Financial Inclusion Council will be integrated by the following officials:

I. The Secretary of Finance and Public Credit;

II. The Undersecretary of Finance and Public Credit;

III. The President of the National Commission for the Protection and Defense of Financial Services Users;

IV.         The Chairman of the National Banking and Securities Commission;

V. The Chairman of the National Insurance and Fiance Commission;

VI. The Chairman of the National Retirement Savings System Commission;

VII. The Executive Secretary of the Institute for Banking Savings Protection;

VIII. The Federation Treasurer, and

IX. The Governor of the Bank of Mexico, as well as a Deputy Governor of the Bank of Mexico that the Governor himself designates.

Members of the Council will have no alternates.

Article 186.- The sessions of the National Financial Inclusion Council will be chaired by the Secretary of Finance and Public Credit; in his absence, by the Governor of the Bank of Mexico and, in absence of both, by the Undersecretary of Finance and Public Credit.

The National Financial Inclusion Council must meet at least twice a year. The President of the Council or three of its members may convene extraordinary meetings. The sessions shall be held with the presence of the majority of its members.

Council agreements will be taken by a majority of votes from the members present. Who is in session will have a quality vote in case of a tie.

If the nature of the cases so requires, they may be invited to participate in Council meetings, with a voice but without a vote, representatives of the agencies and entities of the Federal Public Administration or organizations, public or private.

All information contained in the minutes of the Council and, in general, the other information submitted by the authorities within the Council or exchanged between them on the occasion of their participation in the Council, must be classified as reserved for the purposes of the Federal Law on Transparency and Access to Government Public Information, except where the Council expressly authorizes its dissemination.

Article 187.- The Council shall have an Executive Secretary appointed by the National Banking and Securities Commission, who shall be a public servant of the said Commission and shall be responsible for the exercise of the following privileges:

I.            Communicate to the members and guests to the Council meetings the corresponding calls;

II.           Raise, register and subscribe to the minutes of Council meetings;

III.          Communicate and follow up on Council agreements;

IV.         Receive all proposals and documents addressed to the Council, and

V.          Certify the extracts or copies of the minutes of the sessions, with the prior authorization of its President.

The Executive Secretary will be assisted in his duties by an alternate secretary, who must also be a public servant of the National Banking and Securities Commission and will cover his absences.

CHAPTER IV

Of The Financial Education Committee

Article 188.- The Financial Education Committee shall be the coordinating body for the efforts, actions and programs in the financial education of the members that make up the financial education. to achieve a National Financial Education Strategy, avoiding duplication of effort and promoting the maximization of resources.

Article 189.- The Committee will have the following functions:

I.            Define the priorities of the financial education policy.

II.           Prepare the National Financial Education Strategy.

III.          Formulate guidelines on financial education policy.

IV.         Identify new areas of work and propose new actions, efforts and programs in financial education.

V.          The timely knowledge of the annual programs and/or financial education activities planned by the members of the Committee, in order to avoid duplication of effort.

VI.         Plan the activities of the National Financial Education Week.

VII.        Make an inventory of all related materials related to Financial Education and related studies, and make relevant information available to the population.

VIII.       Establish measurement methodologies and indicators of financial education and the financial skills of the population.

IX.         Make the necessary working groups to perform their functions.

X.          Present annually to the National Financial Inclusion Council the Committee's work plan and the results obtained.

XI.         Prepare contributions on Financial Education for the development of the National Development Plan and for the National Development Financing Program.

XII.        Approve its operating rules and modifications.

XIII.       Learn about the work of the tracking group and the working groups that make it up.

XIV.       The others that are necessary for the achievement of their object.

The Financial Education Committee must at all times respect the powers and powers that the legal framework grants to each of the authorities they represent.

Article 190.- The Financial Education Committee shall be integrated in accordance with what is set out in its operating rules.

Article 191.- The sessions of the Financial Education Committee shall be chaired by the Undersecretary of Finance and Public Credit and, in his absence by the Executive Secretary.

The Financial Education Committee shall meet, in order to hold ordinary sessions, at least semi-annually or in extraordinary sessions where the Chairman of the Committee so requires, by means of Executive Secretary.

The sessions must be held with the presence of a majority of its members and their resolutions will be taken by a majority of votes of the members present, with the President voting of quality in case of tie.

All information contained in the minutes of the Committee and, in general, the other information submitted by the authorities within the Committee or exchanged between them on the occasion of their participation in the Committee, shall be classified as reserved for the purposes of the Federal Law on Transparency and Access to Government Public Information, unless the Committee expressly authorizes its dissemination.

Article 192.- The Financial Education Committee will have an Executive Secretary who will be the Head of the Banking, Securities and Savings Unit, as well as a Technical Secretary who will be a representative. of the National Commission for the Protection and Defense of Financial Services Users.

The Executive Secretary and the Technical Secretary shall be responsible for the exercise of the powers that the Committee establishes in its rules of operation.

CHAPTER V

Of the information exchange

Article 193.-The exchange of information between the authorities participating in the coordination councils, the Financial System Stability Board, the National Council of Financial inclusion or Financial Education Committee shall not imply any breach of the reservation, confidentiality, secrecy or analogous obligations to be observed in accordance with applicable legal provisions, and shall not be the restrictions on the reserved or confidential information in terms of the applicable legal provisions.

Who receives the information referred to in this Article shall be responsible, administratively and criminally, in terms of the applicable law, for the dissemination to third parties of confidential information or reserved.

In the event that potential risks to the financial stability of the country are discussed, the exchange of information between the aforementioned authorities should be considered as a priority.

Transitional Provisions

ARTICLE FIFTIETH SECOND.- In relationship to the modifications referred to in Article Quintientit First of this Decree, you will be the following:

I.            As from the date of entry into force of this Law, the Law for Regular Financial Pools published in the Official Journal of the Federation on July 18, 1990, as well as all the provisions to be published, will be repealed. (a) to this Law. Notwithstanding the foregoing, the formalities which have been initiated before the entry into force of this Law shall continue to be brought to the fore in accordance with that Law, until its conclusion.

II.           As long as the general provisions referred to in this Law are issued, those issued prior to their entry into force shall continue to apply in so far as they do not object to the provisions of this Law.

III.          The controlling companies shall have a period of one hundred and eighty days from the date of entry into force of this Decree to amend their social statutes and the representative titles of their registered capital, as provided for in the same. In the case of amendments to the social statutes, they must be submitted for approval by the Secretariat.

IV.         The controlling companies and financial groups that, at the entry into force of this Law, are authorized to constitute and function as such under the Law to regulate the financial groupings that are opened, will be held by authorised in accordance with Article 11 of this Law.

V.          The supervisory committees shall draw up the cooperation instrument referred to in Article 110 within 60 days of the entry into force of this Law.

VI.         The National Council for Financial Inclusion created by an Agreement published in the Official Journal of the Federation on October 3, 2011, will be applicable to the rules of operation issued in terms of the said Agreement, in what is not To oppose this Law, until the Council itself does not issue new rules.

As long as the Financial System Stability Board does not issue the operating rules for its operation, they will continue apply those applicable to it in terms of the Agreement published in the Official Journal of the Federation on 29 July 2010, in so far as it does not object to this Law.

The Financial Education Committee shall continue to apply the operating rules in force, in so far as it does not object to this Law, until new rules are issued.

VII.        The offences and offences committed prior to the entry into force of this Law shall be sanctioned in accordance with the law in force at the time of the aforementioned offences or offences.

...

TRANSIENT

ONLY. This Decree shall enter into force on the day following that of its publication in the Official Journal of the Federation, except as provided for in ARTICLES TWENTY FIFTH, fraction I; THIRTIETH, fractions IV and VI; 40TH, fractions I and II and; FIFTIETH, fractions I and II, which shall enter into force on the dates set out in those provisions.

Mexico, D. F., as at 26 November 2013.-Dip. Ricardo Anaya Cortes, President.-Sen. Raul Cervantes Andrade, President.-Dip. Javier Orozco Gómez, Secretary.-Sen. Maria Elena Barrera Tapia, Secretary.-Rubicas."

In compliance with the provisions of Article 89 (I) of the Political Constitution of the United Mexican States, and for its due publication and observance, I request this Decree in the Residence of the Federal Executive Branch, in Mexico City, Federal District, on January 9, two thousand fourteen.- Enrique Peña Nieto.-Heading.-The Secretary of the Interior, Miguel Angel Osorio Chong.-Heading.