Exhibit 4.1


 





 


 


GRUPO FINANCIERO SANTANDER MEXICO, S.A.
DE C.V.,


 


CHAPTER I


 


NAME, ADDRESS, PURPOSE, DURATION AND


NATIONALITY


 


FIRST.- The corporation's name is
"Grupo Financiero Santander México", which will be followed by the words "Variable Capital Limited Liability
Stock Company", or its abbreviations (in Spanish)"S.A. B. de C. V. ". The corporation is a Holding Subsidiary Company,
under the terms of the Sole Chapter of Title Three of the Law Regulating Financial Groups and the Rules for the Establishment of
Subsidiaries of Foreign Financial Institutions.


 


All terms defined by such regulations will
have the same meaning in these by-laws.


 


SECOND.- Only those financial entities
wherein the Holding Corporation holds directly or indirectly more than fifty per cent of the shares representing its capital stock
may be members of the Financial Group.


 


Likewise, the Holding Corporation, through
other financial entities, may indirectly hold shares in the financial entities members of the Financial Group, as well as those
financial entities that are not members of the Financial Group and of Service and Real Estate Providers, without these investments
representing more than fifty per cent of the entities’ capital stock, without prejudice of the prohibitions provided in the
respective special laws.


 


The financial entities in which capital
stock and multiple banking institution, stock exchange or insurance institution member of a Financial Group participates, with
more than fifty per cent, shall also be members of the Financial Group.


 


Due to the foregoing, Grupo Financiero Santander
México, S.A.B de C.V., shall be comprised by:


 


		1.	Banco Santander (México), S.A., Institución de Banca Múltiple,
Grupo Financiero Santander México;



 


		2.	Casa de Bolsa Santander, S.A. de C.V., Grupo Financiero Santander México;



 


		3.	Santander Consumo, S.A. de C.V., Sociedad Financiera de Objeto Múltiple,
Entidad Regulada, Grupo Financiero Santander México.



 


		4.	Santander Vivienda, S.A. de C.V., Sociedad Financiera de Objeto Múltiple,
Entidad Regulada, Grupo Financiero Santander México.



 


THIRD. - The address of
the corporation is in Mexico City, with the ability to establish offices and branches within the territory of the United Mexican
States, and negotiate conventional addresses, without implying that the corporation changed its registered fiscal address. The
corporation may not establish branches or subsidiaries outside the national territory.


 


FOURTH.- The purpose of the corporation
shall be to participate, directly or indirectly, in the capital stock of the financial entities members of the Financial Group
and establish, through their corporate bodies, the general strategies for the conduction thereof, as well as carry out the acts
provided by the Law Regulating Financial Groups. In no event the corporation may execute transactions that are of the financial
entities members of the Financial Group. The Corporation may acquire and manage shares issued by insurance companies, brokerage
houses, general deposit warehouses, carriers societies of investment companies, credit institutions, retirement funds administration
societies and any other kind of associations or financial institutions and companies that the Ministry of Finance and Public Credit
determines, based on the provisions of the Law Regulating


 




    	 



      


    

Financial Groups, including companies that
provide complementary or necessary services for the corporation.


 


For the achievement of its corporate purpose,
the corporation may:


 


		1.	Acquire securities and issue and operate all kinds of negotiable instrument, and accept and endorse
them. The above said, in accordance with the Law Regulating Financial Groups and with the rules that, in accordance with the said
Law are issued by the Ministry of Finance and Public Credit.



 


		2.	Acquire or lease of all kinds of movable assets or real state as well as "in rem" rights
over them, which may be necessary or convenient for the achievement of its corporate purposes.



 


		3.	Incurred in debts and celebrate credit agreements and other agreements that may be necessary, only
in terms of, and subject to the provisions established by the Law Regulating Financial Groups and the rules issued under the said
law.



 


		4.	Grant guarantees only in terms of, and subject to the provisions of the Law Regulating Financial
Groups and the rules issued under the said law.



 


		5.	In general, to perform and celebrate all kinds of acts, agreements and related operations, accessories
or accidental, necessary or desirable for the achievement of the above mentioned purposes, as well as those operations and activities
provided for in the Law Regulating Financial Groups and those similar to the above mentioned, subject in any case to the provisions
of a general nature which, when applicable, are issued by the Ministry of Finance and Public Credit.



 


The corporation will not be allowed to:


 


		I.	Grant credits, with the exception of those corresponding to benefits for its employees;



 


		II.	Operate with securities representing its capital stock, except under the circumstances provided
for in the Law Regulating Financial Groups and the Rules that, in accordance with the said Law, are issued by the Ministry of Finance
and Public Credit, as well as, in the Securities Market Law and the circulars issued under it;



 


		III.	- Take actions or procedures of any kind in regards to the operation of the financial entities;



 


		IV.	Provide information regarding its operations or the operations of other members of “Grupo
Financiero Santander”, except to the corresponding authorities, in accordance with the legal provisions, this ban being effective
for all its directors and officers, and all employees in general who with their signature may compromise the corporation,



 


		V.	Any other prohibitions considered in these by-laws or the Law Regulating Financial Groups.



 


The financial institutions, which are part
of the Group, may not directly or indirectly invest in the capital stock of the group or any other who is a shareholder of the
Group or of other members of the Group.


 


FIFTH. - The duration of the corporation
shall be indefinite.


 


SIXTH. - The corporation is Mexican.
Any foreigner than in the act of constitution or at any subsequent moment, purchases an interest or share in the corporation, shall
be considered by that simple fact as a Mexican citizen with respect to one and the another, and it's understood that he agrees
not to invoke the protection of his government, under the penalty in case of not compliance with the agreement, of losing the participation
or share in benefit of the Mexican nation.


 




    	 



      


    

CHAPTER II


CAPITAL STOCK, SHARES, INCREASES AND


DECREASES OF CAPITAL


 


SEVENTH. - The capital stock will
be composed of series "F" shares, which represent at least fifty-one percent of the capital. Forty-nine percent of the
remaining capital stock may be integrated indistinct or jointly by series "F" and "B" shares.


 


The capital stock is variable, with a fixed
minimum without right of withdrawal of $10,655,714,046.00 M.N., which shall be represented by 2,818'388,189 ordinary shares, nominative,
with par value of $3.780782962 M.N., each, of which 1,078'456,241, correspond to series "F", fully subscribed, paid and
released 1,739'931.948 series "B", fully subscribed, paid and released.


 


In addition, the corporation may have a
surplus within its capital stock, which may not exceed 10 times the amount of the fixed capital without right of withdrawal. The
said capital will be represented by registered shares with par value of $3.780782962 M.N. each, that will have the characteristics
to be determined by the general assembly of shareholders that agrees their emission.


 


The provisional certificate or the definitive
titles of the shares may protect one or more shares, they shall be signed by two members of the Board of Directors, whose signatures
may be printed in facsimile, pursuant to the terms established in section VIII of article 125 of the General Law on Business Associations.
These certificates or titles must meet all other requirements established by article 125 of the General Law on Business Associations,
they will be able to have numbered registered coupons attached to exercise the corresponding rights, and will markedly contain
the stipulation that relates to articles six, eighth and ten of these by-laws. All shares shall confer their holders’ equal
rights and obligations, and each one of them shall be entitled to a vote.


 


EIGHTH. - The capital stock of the
corporation shall be divided into two series.


 


I.- The "F" series that
will represent, at all times, no less than 51% of the capital stock. The shares from this series can only be purchased, directly
or indirectly, by a foreign Financial Institution, as the term is defined by the Law Regulating Financial Groups, except when such
shares are transferred under guarantee or property to the Institute for the Protection of Bank Savings (Instituto para la Protección
del Ahorro Bancario). The shares from Series "F" may only be disposed of prior authorization from the Ministry of Finance
and Public Credit. This restriction must be recorded in the provisional certificates or in the titles of the shares.


 


Except when the buyer is a Foreign Financial
Institution or a Foreign Parent Company, to carry out the disposal of the shares series "F" it will be necessary be amended
these by-laws.


 


II. - The "B" series that
may represent up to 49% of the capital stock. The shares of the "B" series will be of public subscription and shall be
governed by the provisions of the Law Regulating Financial Groups for "O" series shares.


 


In any case, the capital stock will be composed
of series "F" shares, which will represent at least fifty-one percent of the capital. The remaining 49% of the capital
stock may be integrated indistinct or jointly by series "F" and "B" shares. People who purchase or transfer
shares of the "B" series equivalent to more than two percent of the capital stock or that with such acts the aforementioned
percentage is surpassed, shall give notice to the Ministry of Finance and Public Credit within three working days following the
acquisition or transmission of the said shares.


 


No authorization will be required from the
Ministry of Finance and Public Credit, or modification of the present by-laws, when the transmission of the shares is done


 




    	 



      


    

under guarantee or property, to the Institute
for the Protection of Bank Savings, under what the Law Regulating Financial Groups establishes.


 


Foreign governments may not participate,
directly or indirectly, in the Corporation’s capital stock, except in the cases provided by article 24 of the Law Regulating
Financial Groups. Domestic financial entities may not do so either, even those that are part of the group, except when acting as
institutional investors under the terms of article 27 of the Law Regulating Financial Groups.


 


Authorization from the Ministry of Finance
and Public Credit shall be required for persons that attempt to carry out the direct or indirect purchase of more than 5% of the
corporation shall credit that they meet with the requirements established in fraction II of article 14 of the Law Regulating Financial
Groups, as well as providing to such Ministry the information established for such purpose in the general provisions.


 


The corporation may issue unsubscribed shares,
which will be kept in the treasury, subject to the provisions of article 25 of the corresponding Law, and article 53 of the Securities
Market Law, which does not apply for purposes of determining the limits of shareholders structure referred to in the Law Regulating
Financial Groups. Subscribers will receive the respective records against the full payment of the par value and the premiums, which,
when applicable, are established by the corporation


 


Shareholders may appoint and remove in the
shareholders’ general meeting, a member of the board of directors, when individually or jointly they hold more than ten per
cent of the capital stock, without applying the percentage referred to by article 144 of the General Business Associations Law.
Such appointment, it may only be revoked by the other shareholders, when, in turn, the appointment of the remaining members is
also revoked, in which case the substitute persons may not be appointed with such nature during the twelve months immediately following
the revocation date.


 


NINTH.- The corporation will keep
a Registry of Shares that may be kept by the corporation or by an institution for the deposit of securities that acts as recorder
on behalf of the corporation.


 


The corporation shall refrain from inscribing
in the Registry of Shares referred to in Article 128 of the General Law on Business Corporations, the transfers that, with respect
to the shares, are carried out in contravention to the provisions of Articles 24, 26, 27, 28, 74 and 75 of the Law Regulating Financial
Groups, which will be reported to the Ministry of Finance and Public Credit and the National Banking and Securities Commission,
within five working days after the information of the transaction is made known.


 


When the purchase and other legal acts whereby,
directly or indirectly, ownership of shares representing the capital stock of the Corporation are attained, are carried out in
breach of the provisions of the articles referred to in the previous paragraph, the economic and corporate rights inherent to the
corresponding shares of the Corporation, shall be suspended and, therefore, may not be exercised, until it has been credited that
the corresponding authorization or resolution has been attained or that the requirements contemplated in the Law Regulating Financial
Groups have been met.


 


The corporation will only recognize as shareholder
those persons or entities that appear listed in the Registry of Shares as holders of such shares. To this effect, the corporation
must include in the Registry, at the request of any holder, the transactions that are carried out, provided that these have been
done in accordance with the Law and these by-laws.


 


The shares issued by the corporation shall
be kept on deposit at all time at one of the institutions for the deposit of securities regulated by the Law of Securities


 




    	 



      


    

Market, who at no time will be obliged to
surrender them to their holders, in accordance with the provisions of Article 25 of the Law Regulating Financial Groups.


 


TENTH.- Any person or entity will
be able to purchase, through one or several simultaneous or successive operations, control of series "B" shares of the
capital stock of a parent corporation, on the understanding that such operations must obtain prior authorization from the Ministry
of Finance and Public Credit, taking into consideration the opinion of the National Commission that monitors the parent corporation,
when in excess of five percent of that capital stock.


 


In the event a person or Group of Persons,
whether shareholders or not, intend to acquire directly or indirectly twenty per cent or more of the shares representing the series
“B” of the Corporation’s capital stock, or, Control, these shall previously request authorization from the Ministry,
who may discretionally grant it, for which it shall comply with the requirements indicated by the law regulating financial groups.


 


The partners for the sole reason of being
so, accept that their shares may be given as security in favor of the Institute for the Protection of Bank Savings, in terms of
the provisions in article 120 of the Law Regulating Financial Groups, as well their agreement in the event of a breach of any timely
payment that the corporation is under obligation to make to the Institute for the Protection of Bank Savings, in accordance with
the provisions of fraction VI of the already-mentioned legal regulation, the ownership of their actions will be transferred in
favor of the Institute. This guarantee shall be given by the executive director of the corporation or the person exercising his
functions. To this end, the institution for the deposit of securities in which the shares are kept, by written request of the executive
director or the person exercising his functions, will transfer the shares and keep them as guarantee, giving due notice to their
holders. In the event that the executive director or the person exercising his functions does not order the said transfer in a
timely fashion, the institution for the deposit of securities must allocate the corresponding shares in guarantee, a written request
from the Executive Secretary of the Institute for the Protection of Bank Savings, being sufficient to that effect. This stipulation
shall be recorded in the provisional certificates or permanent titles that represent the shares issued by the corporation.


 


In the event that the guarantee is provided
by means of the shares representative of the capital stock of the corporation, deriving from the responsibility of the Parent Company
with regard to the commercial bank that is part of the group, in accordance with the provisions of article 28 bis of the Law Regulating
Financial Institutions, it must at all times comply with the following, pursuant to the provisions of the Law Regulating Financial
Groups.


 


I. The corporation shall be held liable
for losses record by the commercial bank, part of the financial group, in terms of the following provisions.


 


II. The Institute for the Protection of
Bank Savings shall determine the preliminary amount of the losses in charge of a multiple banking institution to the date when
the Governor’s Board of the Institute has adopted any of the resolution methods provided in the Credit Institutions Act.


 


The preliminary amounts shall be determined
based on the results of the technical study carried out for such purpose by the Institute for the Protection of Bank Savings pursuant
to the Credit Institutions Act, within ten business days following the date when the Institute’s Governor’s Board has
adopted the corresponding resolution method pursuant to such Law. When the technical study has been carried out by a third party,
under the terms of the aforementioned Law, the losses determined based on it, shall be deemed as final for the purposes provided
in fraction V hereof. In the events when there is no technical study, the Institute shall determine the preliminary amounts of
the losses in charge of the multiple banking institutions, based in the opinion prepared by the cautionary manager, pertaining
to the wholesome situation of the multiple banking institutions provided in such Law.


 




    	 



      


    

In this event, the Institute shall determine
the preliminary amount of the losses within ten business days following the date when drafting of the corresponding opinion has
concluded.


 


The Holding Corporation shall constitute
a reserve charged to its capital, for an amount equivalent to the preliminary amount of the losses determined by the Institute
for the Protection of Bank Savings pursuant to the provisions of the foregoing fraction. For such purpose, the corporation shall
have a term that may not exceed of fifteen calendar days, counted from the date when the Institute notifies the preliminary amount
of the losses charged to the Multiple Banking Institution.


 


III.       The
Holding Corporation shall guarantee to the Institute for the Protection of Bank Savings, payment of the losses in charge of the
multiple banking institutions that the Institute had determined and had covered by means of disencumbrance of the institution pursuant
to the Credit Institutions Act. The Holding Corporation shall constitute the guarantee referred to herein, in a term not to exceed
of fifteen calendar days counted from the date it receives the notice referred to in fraction III of this article 120 of the Law
Regulating Financial Groups, even when it final amount of the losses in charge of the multiple banking institution member of the
Financial Group have not been determined.


 


The guarantee referred to herein shall be
for an amount equal to the preliminary sum of the losses in charge of the multiple banking institute notified by the Institute.
Such guarantee may be constituted on property owned by the Holding Corporation, provided the latter are free from lien, or, on
the shares representing the capital stock of the Holding Corporation or of any of the entities members of the Financial Group considered
at their book value pursuant to the last audited financial statements available.


 


In the event the guarantee is constituted
over shares representing the Holding Corporation’s capital stock, first those of series “F” shall be affected,
as applicable. Regarding series “F”, first the shares o the persons who, under this Law, exercise Control of the Holding
Corporation shall be affected and, in the event of not being sufficient, the remaining shares of such series. In the event the
series “F” shares are not sufficient, those corresponding to the series “B” shall be affected. For the
constitution of this guarantee, the shares shall be transferred to the account the Institute holds in any of the Institutions for
the deposit of securities authorized under the terms of the Securities Market Law. The guarantee in favor of the Institute shall
be considered o public interest and preferred to any other right constituted over such property or titles.


 


The guarantee shall be granted by the Holding
Corporation’s executive director or whoever exercises such position. For that purpose, the institution for the deposit of
securities where the preferred shares are, upon written request from the executive director or whomever exercises such position,
shall transfer and hold in guarantee under the terms indicated herein, thus notifying the holders thereof.


 


In the event the executive director or whoever
exercises its functions fails to make the aforementioned transfer, the respective institution for the deposit of securities shall
make such transfer, sufficing for that purpose written request from the Executive Secretary of the Institute for the Protection
of Bank Savings.


 


When the guarantee is constituted over shares
representing the capital stock of any of the entitled members of the financial group, the Holding Corporation’s executive
director or whomever exercises such functions shall transfer to the account that the Institute for the Protection of Bank Savings
holds in an institution for the deposit of securities, the shares held by the Holding Corporation that are sufficient to cover
the amount of the guarantee, taking into account their book value pursuant to the last audited financial statement available of
the corresponding entity. In the event the executive director o the Holding Corporation


 




    	 



      


    

or whomever exercises such functions, fails
to make the transfer of shares, the provisions of the previous paragraph shall be observed.


 


The exercise of economic and corporate rights
inherent to the shares subject matter of the guarantee provided herein shall correspond to the Institute for the Protection of
Bank Savings.


 


In the event the Holding Corporation grants
the guarantee referred to herein with property other than shares representing the Holding Corporation’s capital stock or
o the entities members of the Financial Group, the guarantee shall be constituted observing the provisions applicable to the legal
act in question.


 


IV.       In
the event that the preliminary losses have been determined based on the opinion regarding the wholesome situation of the multiple
banking institution, prepared by the cautionary manager under the terms o the Credit Institutions Act, or, using the technical
study that the Institute for the Protection of Bank Savings has made with is personnel pursuant other provisions of the Credit
Institutions Act, such Institute shall hire a third party specialized in order to analyze, assess and, if applicable, adjust the
results of the technical study or opinion, as applicable, based on the financial information of the institution and in the provisions
applicable. For purposes of the provisions hereof, the final determination of the losses registered by the multiple banking institution
shall be made based on the information of the same date used to determine the preliminary value of the losses, and shall be the
one resulting from the analysis made by the third party hired by the Institution.


 


The specialized third party shall comply
with the criteria of independence and impartiality that the National Banking and Securities Commission determines by means of the
general provisions that attempt transparency and confidentiality of the financial information of the credit institutions pursuant
to the Credit Institutions Act.


 


The Institute for the Protection of Bank
Savings shall notify the Holding Corporation of the final amount of the losses charged to the multiple banking institutions, in
a term that shall not exceed of one hundred and twenty calendar days from the notice referred to by fraction III of article 120
of the Law Regulating Financial Groups. The Holding Corporation shall make the adjustments that, if applicable, are admissible
to the reserve amount and guarantee referred to by fractions III and IV of such article, respectively, taking into consideration
the final amount of the losses that Institute notifies.


 


The Holding Corporation may object to the
determination of the final amount of the losses, within ten business days following that when such amount is notified. For such
purposes, the Holding Corporation, by mutual agreement with the Institute for the Protection of Bank Savings, shall appoint a specialized
third party that will issue an opinion with respect to the quantification of the losses, having for such purpose a term of sixty
calendar days counted from the business day following that when the Holding Corporation had filed its objection to the Institute.
While the quantification of the losses derived from the objection filed by the Holding Corporation is not resolved, such corporation
shall not be required to make the adjustments derived from the final amount of the losses that the aforementioned Institute has
notified.


 


V.       The
Holding Corporation shall cover to the Institute for the Protection of Bank Savings or the institution in liquidation, as applicable,
the final amount of the losses determined pursuant to the provisions of fraction V hereof, within sixty calendar days following
that when the Institute notifies such amount. Without prejudice of the foregoing, such Institute may authorize the Holding Corporation
to make installments within the aforementioned term, proportionally releasing the guarantee referred to by fraction IV of article
120 of the Law Regulating Financial Groups. In this case such guarantee shall be released in the following order:


 




    	 



      


    

		a)	Property other than shares representing the Holding Corporation’s capital stock and of the
entities members of the Financial Group;



 


		b)	The shares representing the capital stock of the entities members of the Financial Group, and



 


		c)	The shares representing the Holding Corporation’s capital stock. In this case, first shares
of the series “B” shall be released, and secondly, shares of the series “F” which holders do not exercise
Control of the Holding Corporation and, finally, series “F” shares of the Control group.



 


In the event the Holding Corporation fails
to cover to the Institute for the Protection of Bank Savings the amount referred to in paragraph first hereof in the indicated
term and the corresponding payment guarantee has not been constituted on shares, the ownership of such shares shall be transferred
by law to the referred Institute, sufficing for such purpose written notice of such circumstance to the institution for the deposit
of securities corresponding by the Executive Secretary of the Institute itself.


 


VII.        Without
prejudice of the provisions herein, the Holding Corporation shall be liable for the losses that the multiple banking institution
member of the Financial Group records subsequently to the final determination provided by fraction V hereof, provided that such
losses derive from the transactions executed prior to the date when the Governor’s Board of the Institute for the Protection
of Bank Savings has adopted any of the resolution methods referred to by the Credit Institutions Act, and that at the time of the
determination by the Institute have not been disclosed.


 


VI.       The
Holding Corporation shall be subject to a special supervision program of the Commission that supervises the financial entity member
of the Financial Group, which the Secretary determines as relevant.


 


In Addition, the National Banking and Securities
Commission may request an inspection visit to the authorities in charge of supervision of the remaining members of the Financial
Group. To such visits the Commission’s competent personnel for the inspection and surveillance of the Holding Corporation
may assist.


 


In the event that the supervision of the
Holding Corporation is not competence of the National Banking and Securities Commission, the latter may participate in the special
supervision program and in the inspection visits referred to herein.


 


VII.       Without
prejudice of the provisions of Chapter III of Title Seventh of the Law Regulating Financial Groups, the Commission may declare
the intervention with a general nature of the Corporation hen the latter is not constitute within the terms provided for such purpose,
the reserve and guarantee referred to by fractions III and IV thereof, respectively, or does not extend them under the terms of
fraction V. upon taking office of the management of the Holding Corporation, the manager inspector shall execute the acts corresponding
referred to by fractions II, IV and V of such article.


 


VIII.       The
Corporation will not pay dividends to the shareholders, nor make any mechanism or act that implies transfer of estate benefits
to shareholders, from the date the Governor’s Board of the Institute for the Protection of Bank Savings determines the resolution
method applicable to the multiple banking institution, pursuant to the Credit Institutions Act, and until the Corporation complies
with the provisions of this article. The Banking and Securities Commission shall notify such situation to the Corporation.


 


In the protection of the savings public
interests, the payment system and of public interest, the corporate by-laws of the Corporation and the titles representing its
capital stock shall include the content of such article, expressly indicating that the partners, for the fact of being such, accept
that their shares may be granted in guarantee in favor of the Institute for the Protection of Bank Savings, under the terms of
the provisions of fractions IV and VI thereof, as well as their agreement


 




    	 



      


    

that, in the event of failing to make the
timely payment that the Corporation must cover to the Institute for the Protection of Bank Savings, pursuant to the provisions
of fraction VI hereof, ownership of their shares is transferred in favor of the Institute.


 


The Secretary shall determine, by means
of general rules, the procedures whereby the Corporations shall comply with the responsibility assumed by the latter, by means
of a sole liability agreement, submitting to the provisions in such article, as well as article 119 of the same Law.


 


ELEVEN.- In accordance with article
56 of the Securities Market Law, the corporation may acquire shares from its capital stock without the prohibition in the first
paragraph of article 134 of the General Law on Business Associations being applicable, provided that:


 


		I.	- The acquisition is done through a domestic stock exchange.



 


		II.	The acquisition and, when applicable, the disposal in the stock exchange, is perform at market
price, except when it's a public bid or auction authorized by the Banking and Securities Commission.



 


		III.	The acquisition is by debit to its accounting capital, in which case it may be kept in its own
tenure without the need for a reduction of capital stock or from the capital stock, in which case they will be converted into unsubscribed
shares to be retained in the treasury, without the need for an assembly agreement.



 


		IV.	The amount of capital subscribed and paid must be made known when publicity is given to the authorized
capital represented by the unsubscribed issued shares.



 


		V.	- The ordinary general assembly of shareholders expressly agrees, for each period, on the maximum
amount of resources that may be allocated for the purchase of shares of their property, with the only limitation that the amount
of resources that can be used for this purpose, in no event exceeds the total balance of the net profit of the corporation, including
the profits retained.



 


		VI.	- The corporation is up to date in the payment of the obligations arising from debt instruments
registered in the National Registry of Securities.



 


		VII.	The acquisition or disposal of the shares, which may in no case exceed the percentages referred
to in article 54 of the Securities Market Law, nor the non-compliance with the requirement of keeping the listing on the stock
exchange, in which the shares are listed.



 


The shares belonging to the corporation
or, when applicable, the issued unsubscribed shares kept in the treasury may be placed with investors without the need of a resolution
from the assembly of shareholders or agreement of the board of directors. For these purposes the provisions of article 132 of the
General Law of Mercantile Companies shall not be applicable.


 


While the shares belong to the corporation,
they may not be represented or voted in the shareholders' meetings, nor exercise any kind of social or economic right over them.


 


The acquisitions or disposals, reports on
such operations that must be submitted to the assembly of shareholders, the rules of disclosure in the information and the manner
and terms under which these operations are made know to the Banking and Securities Commission, to the stock exchange and to the
public, will be subject to the provisions issued by the Commission.


 


TWELVE.- The Corporation may issue
subordinated obligations subject to the provisions of article 30 of the Law Regulating Financial Groups and article 64 of the


 




    	 



      


    

Credit Institutions Act, as well as the
general provisions and regulations issued for such purpose by the Ministry of Finance and Public Credit


 


TWELFTH BIS.- The Company
may issue equity securities pursuant to the provisions in Annex 1-R of the General regulations Applicable to Credit Institutions,
regarding the conditions for considering stocks of share capital of Institutions and Equity Securities as part of the None Core
Capital and those applicable rules that may substitute such regulations in the future.


 


In order to issue any equity
security, the Company shall comply with the abovementioned regulations and include the specific characteristics and the conditions
for the conversion into stocks, or, the conditions for the cancellation or remission, as applicable, in the issue certificate and
the corresponding certificates as well as in the information prospectus and any other instrument documenting the corresponding
issue. For this purpose, and pursuant to the abovementioned regulations, the Company shall adopt any of the following options under
the terms of paragraph XI of Annex 1-R, for each one of the certificates according to their nature:


 


		a)	In case of securities convertible into shares or securities into ordinary
stock of the company, without considering this fact as an event of default, the provisions of point a) of Section XI of the abovementioned
regulations shall be applied, which, among other provisions regarding the capitalization of the banking subsidiary of the Company,
stipulates:



 


		(i)	Whenever the result from dividing the Core Capital by the Total Risk-Weighted
Assets of the banking subsidiary of the Company is 5.125% (five point one two five percent) or less, on the understanding that
the Company shall carry out the conversion the next working day to the publication of the Core Capital Index mentioned in Article
221 of the General Regulations applicable to Credit Institutions.



 


		(ii)	If the National Bank and Securities Commission informs the Company that
it has committed any of the causes mentioned in paragraphs IV, V or VIII of article 28 of the Law on Credit Institutions and within
the period stipulated by article 29 Bis of said Law the Company fails to correct such situation, or, with respect to the revocation
cause stipulated in Fraction V, the Company does not invoke the regime of conditioned operation or it does not reimburse the capital,
on the understanding that conversion into shares shall be final, therefore, no clauses stipulating the restitution or granting
any premium to holders of such certificates or securities may be included.



 


Likewise, the issue certificate
and the corresponding certificates as well as the information prospectus and any other instrument documenting the issue shall include
the conversion mechanism; on the understanding that conversion shall be performed at least on the lower of the following amounts:


 


		(i)	The totality of titles or equity instruments, and



 


		(ii)	The necessary amount so that the result of dividing Core capital by Total
Risk Weighted Assets of the banking subsidiary of the Company is 7.0% (seven point zero percent). Every time the assumptions described
in this subsection a) are updated, the conversion into ordinary stocks shall apply again under the terms described in this paragraph.



 


The conversion stipulated in
this paragraph shall be performed according to the limits of shareholding per person or group of persons stipulated in the applicable
laws. To this end, the Company, from the issue, shall establish the necessary mechanisms to ensure the compliance with those limits.


 




    	 



      


    

		b)	In the case of titles subject to total remission or cancellation of the
debt and accessories, or in a partial manner on a determined or determinable basis without being an event of default, the provisions
of points 1 and 2 of subsection b) section XI of the Annex 1-R of the abovementioned Regulations or any other that may substitute
them in the future, shall be applied, including, among other aspects:



 


		(i)	Whenever the result from dividing the Core Capital by the Total Risk-Weighted
Assets of the banking subsidiary of the Company is 5.125% (five point one two five percent) or less, on the understanding that
the Company shall carry out the conversion the next working day to the publication of the Capitalization Index, Basic capital Index
and Core capital Index of that Subsidiary mentioned in Article 221 of the General Regulations applicable to Credit Institutions.



 


		(ii)	If the National Bank and Securities Commission informs the banking subsidiary
of the Company that it has committed any of the causes mentioned in paragraphs IV, V or VIII of article 28 of the Law on Credit
Institutions and within the period stipulated by article 29 Bis of said Law the subsidiary fails to correct such situation, or,
with respect to the revocation cause stipulated in Fraction V, the subsidiary does not invoke the regime of conditioned operation
or it does not reimburse the capital, on the understanding that the Company shall carry out the execution of the cancellation or
remission clause the working day following the expiration of the term mentioned in Article 29 Bis of the Law on Credit Institutions.



 


To this end, it may be agreed
that said cancellation or remission will have effect on principal and interest on a total or partial basis from the moment the
assumptions stipulated in the paragraph above are updated or from any previous moment, so that such cancellation or remission is
applied to the amounts not yet payable or liquid, or, to those amounts that have not been paid by the Company.


 


If the Company stipulates mechanisms
for granting any premium to holders of titles totally or partially expired after the corresponding cancellation or remission, it
shall be stipulated that such mechanisms can only be implemented when the banking subsidiary of the Company is classified at least
in the Category II of Article 220 of the abovementioned regulations and the result of dividing the Core Capital by the Total Risk
Weighted Assets is higher than 5.125% (five point one two five percent). Likewise if one of the financial entities of Grupo Financiero
Santander Mexico do not present insufficient capital in accordance with the rules referred to in the penultimate paragraph of article
91 of the Law for the Regulation of Financial Groups. The foregoing in congruence with what is established
in article 118, section III of the mentioned Law.


 


Under this assumption, the issue
certificate and the corresponding titles as well as the information prospectus and any other instrument documenting the issue shall
include the mechanism for granting premiums and the corresponding term for it. The premium can only consist on the delivery of
ordinary stock of the Company. The premium agreed by the Company pursuant to the paragraph above cannot be delivered if the banking
subsidiary of the Company or the Company has received public resources pursuant to the terms of the Section One of Chapter II,
Title Seven of the Law on Credit Institutions.


 


Likewise, the issue certificate
and the corresponding titles as well as the information prospectus and any other instrument documenting the issue shall stipulate
that the holder will perform the total cancellation or remission of the debt and its accessories or on a partial basis, in a determined
or determinable proportion for the lowest amount between: (i) the totality of Equity Securities and (ii) the necessary amount so
that the result of dividing the Core Capital by the Total Risk Weighted Assets of the banking subsidiary of the Company is 7.0%
(seven percent). Each time the assumptions described in this section b) are updated, the partial remission or cancellation of the
debt and accessories shall proceed under the terms described in this paragraph.


 




    	 



      


    

If it is determined that the
support or credits are to be granted pursuant to the provisions in subsections a) and b) of paragraph II of Article 122 Bis of
the Law on Credit Institutions, the total conversion into ordinary stock shall be carried out, or, alternatively, the total cancellation
or remission of the debt mentioned in section XI of the abovementioned regulations, previous to such granting.


 


In addition, the Company shall
include in the issue certificate and in the corresponding titles as well as in the information prospectus and in any other instrument
documenting the issue, the following legend: "In every case, the conversion into ordinary stocks or the Company or the cancellation
or remission of the debt and its accessories shall be performed before any provision of public resources carried out pursuant to
the provisions in Section First of chapter II of Title Seventh of the Law on Credit Institutions with respect to the banking subsidiary
of the Company.


 


THIRTEEN.-In addition to the share
interest in the Holding Corporation in the financial entities members of the Financial Group, may carry out the investments listed
in article 81 of the Law Regulating Financial Groups, subject to the general provisions issued for such purpose by the Ministry
of Finance and Public Credit.


 


For the Holding Corporation to invest, directly
or indirectly, in the financial entities that are not members of its Financial Group, it shall requires authorization from the
Ministry of Finance and Public Credit, subject to the investment limits and requirements established by article 86 of the Law Regulating
Financial Groups.


 


Likewise, in order to directly or indirectly
invest in the Service and Real Estate Providers, the Holding Corporation shall require authorization from the Ministry of Finance
and Public Credit.


 


The aforementioned authorizations issued
by the Ministry of Finance and Public Credit shall be issued prior opinion from Banco de Mexico and the National Banking and Securities
Commission.


 


Under the terms of the provisions of the
Law Regulating Financial Groups, when the Holding Corporation holds an investment in financial entities that are not members of
its Financial Group in Service and Real Estate Providers, the Holding Corporation shall have no additional obligations to those
indicated in the financial and commercial law applicable.


 


FOURTEEN. - Increases of the fixed
capital of the corporation may only be made by resolution of the Extraordinary General Meeting of Shareholders, and the consequent
modification of the by-laws, subject to the prior authorization of the Ministry of Finance and Public Credit. The increases in
the surplus, within the limits laid down in Article Seven of these by-laws will suffice when they are carried out by resolution
of the Ordinary or Extraordinary General Assembly of Shareholders, as agreed upon, and that the corresponding minute is formalized
before a notary public, except for the increases or decreases referred to in Article 56 of the Securities Market Law.


 


No increase may be ordered before the previously
issued shares are paid in full.


 


When making the respective agreements, the
Assembly of Shareholders that orders the increase shall establish the terms under which it is to be carried out.


 


The shares issued to represent the surplus
of the capital stock and by resolution of the Assembly that decrees its emission, must be deposited in the treasury of the corporation,
to be delivered as per the subscription is executed, they may be offered for subscription and payment by the Board of Directors,
in accordance with the authority granted to them to this effect by the assembly of shareholders, in any case giving the shareholders
of the corporation the right of preference referred to in this Article. The increases in capital may be done by capitalization
of the reserves,


 




    	 



      


    

or through additional contributions from
the shareholders, on the understanding that the legal provisions established for the tenure of actions by a Foreign Financial Institution
shall at all times be complied with, directly or indirectly, under the terms of the Law Regulating Financial Groups.


 


In the case of increase by capitalization
of the reserves, all the ordinary shares will be entitled to the proportional part of the reserve that corresponds to them.


 


In the increases by payment in cash or in
kind, holders of the existing shares at the time of the increase in question, will have the preference to subscribe the new shares
that are to be issued in proportion to the number of shares they hold at the time of the increase, within fifteen days following
the date of publication of notice in the Official Gazette of the Federation, which shareholders recognize as the official newspaper
of the registered office, and in one of the major newspapers of the said address.


 


In case of expiration of the period during
which the shareholders have a right to exercise the preference given to them by this Article, unsubscribed shares may still remain,
these may be offered for subscription and payment in the conditions and time limits established by the Assembly that decreed the
capital increase, or in the terms available to the board of directors, when applicable.


 


FIFTEEN.- Pursuant to article 130
of the General Law of Business Associations, the corporation agrees that the transfer of shares, which represent its capital stock,
will only be carried out with the authorization from its Board of Directors.


 


The corporation may issue unsubscribed shares
kept in treasury, to be subsequently subscribed by the public, provided they adjust to the following:


 


		I.	That the general special shareholders’ meeting approves the maximum amount of the capital
increase and the conditions under which the corresponding share issuance is carried out.



 


		II.	That the subscription of the issued shares is carried out through public offering, prior filing
before the Registry, in each case, complying with the provisions of that Law Regulating Financial Groups and other provisions of
a general nature deriving thereof.



 


		III.	That the amount of the subscribed and paid capital is announced when the authorized capital represented
by the issued and unsubscribed shares is published.



 


The preferential subscription
right referred to by article 132 of the General Law of Business Associations, shall not apply regarding capital increase through
public offering.


 


Any shareholder voting against the resolutions
during the Meeting, shall be entitled to claim from the corporation placement of their shares, at the same price as the shares
subject matter off the issuance are offered to the public. The corporation shall have the obligation of placing, first, shares
belonging to the disagreeing shareholders. In any event, such shareholders shall pay the commissions corresponding to the underwriters
and execute the agreements required to achieve the placement.


 


SIXTEEN.- The decreases to the fix
portion of the capital stock shall be carried out by means of resolution of the General Special Shareholders’ Meeting and
the resulting amendment to the corporate by-laws, subject to prior approval from the Ministry of Finance and Public Credit.


 


The capital decreases in its variable part,
may be carried out by resolution of the General Ordinary Shareholders’ Meeting with the sole formality that the corresponding
minute shall be formalized before public notary.


 




    	 



      


    

The capital decreases to absorb losses shall
be in proportion, first in the variable capital, and secondly in the fixed portion, of the capital stock.


 


Shareholders of the variable portion of
the corporation’s capital stock shall not have the right to withdrawal referred to by article 220 of the General Law of Business
Associations.


 


The corporation may redeem shares with distributive
profits, without decreasing its capital stock under the terms of article 136 of the General Law of Business Associations, by resolution
of the General Special Shareholders’ Meeting.


 


SEVENTEEN.- Every capital stock increase
or decrease shall be recorded in a specific book that the corporation shall preserve for that purpose.


 


CHAPTER III


OF THE SHAREHOLDERS’ MEETINGS


 


EIGHTEEN.- The General Shareholders’
Meeting is the supreme organism of the corporation.


 


Meetings shall be Ordinary, Special and
of Class.


 


General ordinary shareholders’ meeting,
in addition to the what is provided in the General Law of Business Associations and pursuant to the provisions of article 63 of
the Law Regulating Financial Groups, shall meet to approve the acts intended by the corporation or its financial entities, in the
span of a fiscal year, when representing twenty per cent or more of the consolidated assets based on the corresponding amounts
upon closing of the quarter immediately prior, regardless of how it is executed, either simultaneously or successive, but that
due to its nature can be deemed as a single transaction. In these meetings shareholders holders of voting shares may vote, even
limited or restricted.


 


In such Meetings shareholders entitled to
vote, even limited or restricted, may vote.


 


Special Meetings shall meet to address any
of the issued referred y Article 182 of the General Law of Business Associations or to approve any amendment to the Responsibilities
Agreement referred by Article 119 of the Law Regulating Financial Groups and Article Fifty Fifth of this By-laws. Class Meetings
shall meet to address matters that may affect the rights of shareholders of any series, when the latter meet to appoint the members
of the Board of Directors, they shall be governed by the provisions of Article 27 –L of the Law Regulating Financial Groups.
All other Meetings shall be Ordinary, including the corporation’s variable capital increase or decrease.


 


NINETEEN.- Calls for general shareholders’
meeting shall be signed by the Chairman and/or Secretary and/or one of the Alternate Secretaries of the Board of Directors. However,
shareholders with voting shares, even limited or restricted, representing at least ten per cent of the capital stock may request
in writing, at any time that the Board of Directors call a General Shareholders’ Meeting to discuss matters specified therein.


 


Shareholders who hold voting shares, even
limited or restricted, who individually or jointly hold ten per cent of the corporation’s capital stock shall be entitled
to:


 


I. Appoint and revoke in general
shareholders’ meeting a member of the board of directors. Such appointment, can only be revoked by the other shareholders
when in turn the appointment of all the rest of the members is revoked, in which case the substituted persons may not be appointed
in such capacity during the twelve months immediately following the date of revocation.


 


II. Request from the chair of the
board of directors or committees performing the functions is matters of corporate practices and audits referred to by the Law Regulating
Financial Groups, at any time, to call a general shareholders’ meeting,


 




    	 



      


    

without being applicable for that purpose
the percentage indicated in article 184 and 199 of the General Law of Business Associations.


 


The corporation’s shareholders, without
prejudice of the provisions of other laws or these by-laws shall enjoy the following rights:


 


I. Have at their disposal, in the
corporation’s offices, the information and documents regarding each of the points contained in the agenda of the corresponding
shareholders’ meeting, gratuitously and with at least fifteen natural days prior to the date of the meeting.


 


II. Prevent that matters under the
title of general or equivalents be addressed at the general shareholders’ meeting.


 


III. Be represented in the shareholders’
meetings by persons crediting their capacity by means of power of attorney’s forms drafted by the corporation and placing
at its disposal through stock market brokers or the corporation itself, at least fifteen days prior to the holding of each meeting.


 


The aforementioned forms shall meet at least
the following requirements:


 


		a)	Clearly indicate the corporation’s corporate name, as well as the respective agenda.






		b)	Have space for the instructions indicated by the grantor for the exercise of the power.






		c)	The board’s secretary shall be bound to verify compliance with the provisions of this fraction
and inform the meeting in that regard, which shall be recorded in the respective minute.



 


IV.        Judicially
oppose pursuant to the provisions of article 201 of the General Law on Business Associations, to the resolutions of the general
meetings, provided they enjoy the right to vote in the corresponding matter, when individually or jointly they hold twenty per
cent of the capital stock, without applying the percentage referred to therein.


 


V.        Agree
among them:


 


a) Obligations to not develop business
lines that compete with any of the members of the Financial Group or holding corporation, limited in time, subject and geographical
scope, without such limitations exceeding of three years counted from the date when the shareholder cease participating in the
Holding Corporation and without prejudice of the provisions of other laws applicable.


 


b) Rights and obligations that establish
purchase or sale options of shares representing the capital stock of the corporation such as:


 


		I.	One or several shareholder may only alienate all or part of their share interest, when the purchaser
also undertakes to purchase a part or all the shares of another shareholder, at arm’s length basis.






		II.	That one or several shareholders may demand the other partner the alienation of all or part of
their share ownership, when the latter accept a purchase offer, at arm’s length basis.






		III.	That one or several shareholders have the right to alienate or purchase from other shareholders,
that shall be required to alienate or purchase, a applicable, all or part of the share ownership subject matter of the transaction,
at a determined or determinable price.






		IV.	That one or several shareholders are required to subscribe and pay certain number of shares representing
the capital stock of the corporation, at a determined or determinable price.



 


c)       Alienations
and other legal acts pertaining to ownership, disposal or exercise of the preference right referred to in article 132 of the General
Law on


 




    	 



      


    

Business Associations, irrespective that
such legal acts are carried out with other shareholders or with persons other than the latter.


 


d)       Agreements
for the exercise of the voting right in a shareholders meeting, without for such purpose applying article 198 of the General Business
Associations Law.


 


e)       Agreements
for the alienation of their shares in public bid.


 


The agreements referred to in this fraction
may not be enforceable to the corporation, except regarding a judicial resolution, therefore breach shall not affect the validity
of the vote of the shareholders’ meeting.


 


The members of the board of directors, the
managing director and the individual appointed by the corporation to provide external audit services, may attend the corporation’s
shareholders’ meetings. For the case of a person that renders external audit services, it shall abstain from being present
with respect to such matters of the agenda where it has a conflict of interest or that might compromise its independence.


 


Any shareholder who holds a share shall
have the same right in any of the events referred to by Article 185 of the General Law of Business Associations. If the call is
not made within fifteen days following the date of request, a Civil Judge for common law or a District Judge in civil matters of
the corporation’s address, shall do so upon request from any interested party.


 


TWENTIETH.- Calls for
a Meeting shall be published in the electronic system established by the Secretary of Economy, at least fifteen days prior to the
date established for the Meeting. Calls shall contain the agenda and shall be signed by the person or persons that make them, in
the understanding that if made by the Board of Directors they may be signed by the Chairman, Secretary or any of the Alternate
Secretaries.


 


From the time of publication
of the call for a shareholders’ meeting, the information and documents related to each of the points established in the agenda
shall be placed at the disposal of shareholders, promptly and gratuitously.


 


If the Meeting cannot be held
on the day indicated a second call shall be made stating such circumstance, within a term that shall not exceed of fifteen working
days. The new call shall contain the same information as the first and be published in the same media as the first call, with at
least five working days prior to the date of holding the Meeting by virtue of a second call. The same rules shall apply in the
event a subsequent call is necessary.


 


Meetings can be held without
prior call, if the capital stock were fully represented at the time of voting.


 


The call for Meetings shall clearly
indicate the place, day and time where the respective Meetings shall be held, in the understanding that they must be held under
penalty of nullity, in the corporation’s corporate address except in the event of acts of God or force majeure.


 


If in a Meeting, irrespective
if Ordinary, Special or of Class, all the shareholders are gathered, such Meeting may address and resolve matters of any nature,
even those not contained in the respective agenda.


 


TWENTY FIRST.- According to article
31 of the Law Regulating Financial Groups shareholders who request the corresponding admission card shall be admitted in a shareholders’
Meeting, crediting ownership of shares through a complemented certificate issued by the institution for the deposit of securities,
if applicable, with the list referred to by the Securities Market Law and, therefore appear registered in the Stock Ledger preserved
by any institution for the deposit of securities on behalf


 




    	 



      


    

of the corporation, as owners thereof. Such
log shall be deemed as closed three working days prior to the date provided for holding the Meeting.


 


TWENTY SECOND.- The persons attending
the corporation’s Meetings in representation of shareholders, shall credit their capacity through a power of attorney granted
in the forms drafted by the corporation itself, which shall meet the requirements indicated in article 31 and 65 of the Law Regulating
Financial Groups.


 


The members of the Board of Directors may
not represent shareholders in any Meeting.


 


TWENTY THIRD.- The Meetings’
minutes shall be recorded in the respective book and signed by the Chairman and Secretary.


 


TWENTY FOURTH.- Meetings shall be
presided by the Chairman of the Board of Directors, and in his absence, by the person appointed by the shareholders present by
a majority of votes.


 


The Secretary of the Board of Directors
shall act as the Shareholders’ Meeting Secretary and, in his absence, the position shall be performed by any of the Alternate
Secretaries. In absence of both the person designated by the shareholders present by majority of votes shall be appointed.


 


The Chairman of the Meeting shall appoint
two tellers form among the shareholders or their representatives who are present, who shall sign the attendance list wherein the
number of votes representing each shareholder or attorney-in-fact and the total amount of shares present shall be indicated and
shall verify compliance with the provisions of Article 31 of the Law Regulating Financial Groups.


 


TWENTY FIFTH.- General ordinary meetings
shall be held at least once a year, within the four months following closing of each fiscal year, in compliance with the provisions
of Article 181 of the General Law on Business Associations. Furthermore, the report referred to by the general statement of Article
172 of the aforementioned Law, in respect to the fiscal year immediately prior of all the corporations, which are part of the group,
shall be filed before the meeting.


 


TWENTY SIXTH.- In order for a General
Ordinary Shareholders’ Meeting to be deemed as legally installed by virtue of the first or subsequent call, it must be represented
therein at least half of the shares representing the capital stock entitled to vote, and its resolutions shall be valid when taken
by a majority of votes of the shares represented therein.


 


TWENTY SEVENTH.- In order for a General
Special Shareholders’ Meeting to be deemed as legally installed by virtue of the first call, it shall be represented therein
at least seventy five per cent of the capital stock, and its resolutions shall be valid when taken by the favorable vote of shares
representing, at least, fifty per cent of the capital stock.


 


In the event of second or subsequent Call,
General Special Shareholders’ Meeting may be held, if at least fifty per cent of the capital stock is represented therein,
and its resolution shall be valid, if taken by the favorable vote of at least the same percentage of the capital stock.


 


For Class Meetings the same rules provided
herein for Special Meetings shall apply.


 


The corporation’s shareholders, upon
exercising their voting rights, shall adjust to the provisions of article 196 of the General Law of Business Associations. To that
purpose, it shall be assumed, unless otherwise proven, that a shareholder has in a determined transaction an interest contrary
to that of the corporation or corporations controlled by the latter, when while preserving control of the


 




    	 



      


    

corporation votes in favor or against the
execution of the transactions attaining benefits which exclude the other shareholders or such corporation or corporations controlled
by the latter.


 


Actions against shareholders, who fail to
comply with the provisions of the previous paragraph, shall be exercised under the terms of the provisions of article 54 Law Regulating
Financial Groups.


 


TWENTY EIGHTH.- In the event of cancellation
of registry of the corporation’s securities in the National Registry of Securities, either upon request of the corporation
itself or by resolution adopted by the Banking and Securities Commission, under the terms of article 108 of the Securities Market
Law, the corporation shall subject to the following:


 


I.- When serious or reiterated violations
to the Securities Market Law are committed, or, when its securities fail to meet the requirements to preserve its stock market
listing, in which cases the corporation shall be bound, prior requirement from the Banking and Securities Commission to make a
public offering in a maximum period of one hundred and eighty natural days, counted from the time the requirement enters into effect,
applying the provisions of articles 96, 97 and 98 fractions I and II, and 101 first paragraph of the Securities Market Law, as
well as the following rules:


 


		a)	The offer shall be exclusively addressed to the shareholders or holders of credit instruments representing
the issuer’s shares, which are not part, at the time of the requirement from the Banking and Securities Commission, of the
group of persons who holds control of the corporation.



 


		b)	The offer shall be made at least at the price which results higher between the market value and
the book value of the shares or credit instruments, representing such shares, according in the latter case, to the last quarterly
report filed before the Banking and Securities Commission and to the stock market before commencing of the offer, adjusted when
such value has been modified pursuant to the criteria applicable to the determination of relevant information, in which case, the
most recent financial information in the possession of the corporation shall be taken into consideration and submit a certification
from one of the corporation’s authorized officials in respect to the determination of book value.



 


The market value shall be the
average price weighted per volume of the transactions carried out over the last thirty days from negotiation of the shares or credit
instruments representing such shares, prior to commencement of the offer, during a period that shall not exceed of six months.
In the event the number of days when the aforementioned shares or credit instruments have been negotiated, during the indicated
period is less than thirty, the days effectively negotiated shall be taken into account. When there were no negotiations in such
period, the book value shall be taken into consideration.


 


In the event the corporation has
more than one series of shares listed, the average referred to in the above paragraph shall be carried out by each of the series
intended to be cancelled, having to take as market value for the public offering of all series, the highest resulting average.


 


		c)	the corporation, shall allocate in trust for a minimum period of six months, counted from the date
of cancellation, the necessary resources to acquire at the same price of the offer the securities of the investors who did not
attend the same.



 


The person or group of persons,
who hold control of the corporation when the Banking and Securities Commission makes the aforementioned


 




    	 



      


    

requirement, shall be subsidiary
responsible with the corporation for compliance with the provisions of this fraction.


 


The Banking and Securities Commission
may order, at the expense of the corporation, the performance of an assessment by an independent expert with the purpose of determining
the offering price when deemed necessary for the protection of the investing public’s interests.


 


The corporation may not place
again securities among the investing public until a year has lapsed counted form the corresponding cancellation.


 


II. The issuer so requests it, prior
resolution of its general special shareholders’ meeting and with the favorable vote of the holders of shares with or without
voting rights, representing ninety five per cent of the capital stock.


 


Once the referred meeting’s resolution
has been attained, a public purchase offering shall be carried out pursuant to the provisions of fraction I hereof.


 


The Banking and Securities Commission may
established by general provisions exceptions to the obligation to carry out the aforementioned public offering, when by virtue
of the reduced number of instruments placed among the investing public and their amount justifies it, but in any event the trust
referred to by item c) of fraction I herein shall be constituted.


 


III.- The corporation’s board
of directors shall make its opinion known to the public regarding the offer price, adjusting to the provisions of article 101 of
the Securities Market Law.


 


Upon cancelling filing of the shares representing
its capital stock in the National Registry of Securities, the corporation shall cease having the nature of stock market Company,
remaining subject to the provisions of article 108 of the Securities Market Law, for corporations.


 


The Banking and Securities Commission may
authorize the use of a different basis for the determination of the offer price, taking into consideration the corporation’s
financial situation and perspective, provided the approval of the corporation’s board of directors is granted, prior the
opinion from the committee which performs functions in matters of corporate practices, in which the reasons why it is deemed reasonable
to establish a different price are contained, supported by the report from an independent expert.


 


The corporation shall be exempted from carrying
out the public offering referred to by article 108, fraction II of the Securities Market Law, provided it credits before the Banking
and Securities Commission having the consent from the shareholders representing at least 95% of the corporation’s capital
stock, granted by means of a resolution from the meeting; that the amount to be offered for the shares places among the greater
investing public is less than 300,000 investment units, and the trust referred to by the last paragraph of the aforementioned fraction
II is constituted, as well as notify the cancellation and constitution of the aforementioned trust through SEDI. The foregoing
provisions shall be applicable to the common shares certificates over shares, as well as titles representing two or more shares
or one or more share series of the corporation.


 


TWENTY NINTH.- Upon request from
the shareholders representing ten per cent of the shares represented in a Meeting, voting of any matter in respect to which they
do not deemed sufficiently informed, shall be postponed for three days without the need of a new call.


 


CHAPTER IV 


MANAGEMENT OF THE CORPORATION


 




    	 



      


    

THIRTIETH.- The Shareholders’
Meeting may appoint an Executive Director who shall also be called “CEO” and shall have within his field of competence
the corporation’s direction and management. Any mentioned by the corporation to the position in question in formal legal
acts shall invariably refer to the position of “CEO and Executive Director”. The corporation shall supervise and comply
with the guidelines provided for that purpose by the Law Regulating Financial Groups, as well as the By-Laws.


 


THIRTY FIRST.- The Corporation shall
have Control of the general shareholders’ meetings and of management of all the financial entities members of the Financial
Group, therefore it shall have the possibility to appoint or remove the majority of the members of the board of directors of each
of the aforementioned financial entities.


 


The corporation’s management and representation
shall be in charge of a Board of Directors, which shall be comprised by a maximum of fifteen members, of which, at least, twenty
five per cent shall be independent. For every owner member its respective alternate may be appointed, provided that the alternate
members of the independent members, shall have that same capacity.


 


With the purpose of integrating the Board
of Directors, shareholders of the series “F” representing at least fifty one per cent of the paid capital stock shall
appoint half plus one of the members and for every ten per cent of shares of this series that exceeds this percentage, shall be
entitled to appoint one more member. Shareholders of the series “B” shall appoint the remaining members.


 


The appointment of the members shall be
made in a class meeting of every share series.


 


General Shareholders’ Meetings where
the members of the board of directors are appointed or ratified or, if applicable that in which such appointments or ratifications
are informed shall qualify the independence of its members.


 


The board of directors’ members shall
exercise their functions seeking the creation of value in benefit of the corporation, without favoring a determined shareholder
or group of shareholders. For that purpose, they shall act with diligence adopting reasoned decisions and complying with all the
duties imposed pursuant to the provisions of article 40 of the Law Regulating Financial Groups and these by-laws.


 


THIRTY SECOND.- The board of directors,
in the diligent exercise of the functions conferred by the Law Regulating Financial Groups and these by-laws, shall act in good
faith and in the best interest of the corporation and corporations controlled by the latter, for which it may:


 


		I.	Request information from the Holding Corporation and financial entities reasonably necessary for
making decisions.



 


For that purpose, the corporation’s
board of directors may provide, prior opinion from the committee, which performs functions in matters of audit, guidelines establishing
the form of such requests, and, if applicable, the scope of the information requests by the members.


 


		II.	Require the presence of the relevant directors and other persons, including external auditors of
the Corporation and financial entities members of the Group that might contribute or contribute elements for decision making in
the board’s sessions.



 


		III.	Postpone the board of directors’ session, when a member has not been called or this was not
made in time or, if applicable, because the information delivered to the other members was not provided. Such postponement shall



 




    	 



      


    

be of up to three natural days
being able the board to meet without the need of a new call, provided the difference has been corrected.


 


		IV.	Deliberate and vote, requesting the presence, if so wished, exclusively of the members and secretary
of the board of directors.



 


The members of the board of directors, the
relevant directors and other persons with the corporation’s representation authority shall provide as necessary to comply
with the provisions of the Securities Market Law, in compliance with the provisions of Article 47 of the Law Regulating Financial
Groups.


 


The information submitted before the corporation’s
board of directors by the relevant directors and other employees, both of the corporation as corporations controlled by the latter,
shall be signed by the persons responsible for its content and drafting.


 


The members of the board of directors and
other persons holding an employment, position or commission in any of the corporations controlled by the corporation or where the
latter has significant influence, shall not breach the discretion and confidentiality provided by the Securities Market Law, or
other legislations, when the information is provided pursuant to the provisions herein to the corporation’s board of directors,
relating to the referred corporations.


 


The members of the corporation’s board
of directors shall fail their due diligence and shall be liable under the terms of the provisions of article 49 of the Law Regulating
Financial Groups, when they cause property damage to the corporation or its financial entities, by virtue of the occurrence of
any of the following assumptions:


 


		I.	They abstain from attending, except for reasonable causes in the opinion of the shareholders’
meeting, to the board’s sessions and, if applicable, committees of which they are part, and that due to their absence the
entity in question was unable to be legally installed.



 


		II.	Fail to reveal to the board of directors or, if applicable, to the committees of which they are
part of, the information necessary for the appropriate decision making in such corporate entities, unless bound by law or contractually
to keep secrecy or confidentiality in that respect.



 


		III.	Fail to comply with the duties imposed by the Law Regulating Financial Groups or these by-laws.



 


The responsibility consisting of indemnifying
damages and losses caused to the Holding Corporation of the Financial Group or financial entities, due to lack of diligence from
the members of the Corporation’s board of directors, due to the acts, executed or the decisions taken in the board or of
those that are not taken because such corporate body was not able to legally convene shall be joint between the persons responsible
who executed the act, adopted the decision or caused the aforementioned corporate body not to meet. Such indemnity may be limited
in the terms and conditions indicated in the corporate by-laws or by agreement of the general shareholders’ meeting, provided
it is not pertaining to fraudulent acts or in bad faith, or illegal pursuant to this or other laws.


 


The Corporation may agree indemnities and
hire in favor of the members of the board of directors insurances, bonds or guarantees that cover the amount of the indemnity for
the damages caused by their action to the Holding Corporation or financial entities, except regarding fraudulent acts or in bad
faith, or, illegal pursuant to this or other laws.


 


THIRTY THIRD.- The members and secretary
of the corporation’s board of directors, shall keep confidentiality in respect to the information and matters of


 




    	 



      


    

which they have knowledge on account of
their position in the corporation, when such information or matters are not of a public nature.


 


The members and, if applicable, the secretary
of the board of directors, who have a conflict of interest in any matter, shall abstain from participating and being present in
the deliberation and voting of such matter, without this affecting the quorum required for the installment of the aforementioned
board.


 


The members shall be jointly liable before
those who preceded them in the position, for the irregularities incurred by the latter if, knowing them, failed to informed them
in writing to the committee with functions in matters of audit and the external auditor. Likewise, such members shall be bound
to inform the audit committee and external auditor, of all those irregularities of which they had knowledge during the time they
hold office and related with the corporation or the financial entities.


 


THIRTY FOURTH.- The members and the
secretary of the Corporation’s board of directors will incur in professional misconduct before the Corporation and, consequently,
shall be liable for the damages and losses caused to the same or to the financial entities when, without legal cause, by virtue
of their example, charge or position, they attain economic benefits for themselves or attempt to attain them for third parties,
including a determined shareholder or group of shareholders.


 


Likewise, the members of the board of directors
shall incur in professional misconduct before the Corporation or financial entities, being liable for the damages and losses caused
to the latter or former, when they carry out any of the following behaviors:


 


I.       Vote
in meetings of the board of directors or take determinations in connection with the Corporation’s estate or financial entities
with conflict of interest.


 


II.       Fail
to disclose, in matter addressed at the meetings of the board of directors or committees of which they are part of, the conflict
of interests they have with respect to the Corporation or financial entities. For such purpose, the members shall specify the details
of the conflict of interest, unless they are required by law or contract to keep secret or confidentiality in that respect.


 


III.       Knowingly
favor, a determined shareholder or group of shareholders of the Corporation or financial entities, in detriment or prejudice of
the other shareholders.


 


IV.       Approve
the acts executed by the Corporation or financial entities, with Related Persons, without adjusting or complying with the requirements
established by the Law Regulating Financial Groups.


 


V.       Take
advantage for themselves or approve in favor of third parties, the use or enjoyment of the goods that are part of the Holding or
financial entities’ estate, in breach of the policies approved by the board of directors.


 


VI.       Misuse
of information that is not publicly knows, pertaining to the Corporation or financial entities.


 


VII.       Take
advantage or exploit, in their own benefit or in favor of third parties, without approval from the board of directors, the business
opportunities that correspond to the Corporation or financial entities.


 


For such purpose, it shall be deemed unless
otherwise proven, that they take advantage or exploit a business opportunity corresponding to the Corporation or financial entities,
when the member, directly or indirectly, carries out activities that:


 




    	 



      


    

a)       Are
of the ordinary or normal line of business of the Corporation itself or of the financial entities.


 


b)       Implies
the execution of a transaction or business opportunity that is originally addressed to the Corporation or financial entities.


 


c)       Engages
or intends to engage in commercial or business projects to be developed by the Corporation or financial entities provided the member
has prior knowledge thereof.


 


The provisions of the first paragraph of
this article, as well as fractions V to VII, shall also be applicable to persons who exercise Executive Authority in the Corporation.


 


Regarding financial entities, the liability
for professional misconduct shall be enforceable against the members and secretary of the board of directors of such corporation
who contribute to the attainment, without legal cause, of the benefits referred to in the first paragraph of this article.


 


THIRTY FIFTH.- The members and secretary
of the Corporation’s board of directors shall abstain from the performance of any of the behaviors indicated below:


 


I.       Generate,
broadcast, publish or provide the Corporation’s or financial entities’ information to the public , knowing it is false
or induces to error, or, cause any of such to be carried out.


 


II.       Order
or cause to omit record of the acts carried out by the Corporation or financial entities, as well as alter or instruct to alter
the records to hide the true nature of the acts executed, thus affecting any item of the financial statements.


 


III.       Withhold,
omit or cause to withhold or omit to disclose information that, in terms of this legal regulation, must be disclosed to the public
or shareholders.


 


IV.       Order,
allow or accept to file false data in the Corporation’s or financial entities ́ accounting. It shall be presumed, except
for evidence in the contrary, that the data included in accounting are false when the authorities, in exercise of its authority,
requires information pertaining to accounting records and the Corporation or financial entities wherein it exercises Control does
not have it and the information on which the accounting records are based cannot be credited.


 


V.       Destroy,
modify or order the destruction or modification, complete or partial, of the accounting systems or records or documentation that
gives rise to the Corporation’s or financial entities’ accounting entries, prior to the expiration of the legal conservation
periods and with the purpose of hiding its record or evidence.


 


VI.       Destroy
or order the full or partial destruction, of information, documents or files, including electronic, with the purpose of impeding
or hindering the surveillance acts of the competent Commission.


 


VII.Destroy or order
the full or partial destruction, of information, documents or file, including electronic, with the purpose of manipulating or withholding
data or information of the Corporation to those parties who have a legal interest in knowing them.


 


VIII.       File
before the Supervising Commission false or altered documents or information, in order to hide its true content or context.


 




    	 



      


    

IX.       Alter
the active or passive accounts or the conditions of the agreements, make or order the recording of non-existing transactions or
expenses, exaggerate the real ones or intentionally carry out any illegal act or transaction forbidden by law, causing in any of
such events determent or loss in the estate of the Corporation or financial entities in question, in own economic benefit, either
directly or through a third party.


 


The provisions of this article will also
apply to the persons who exercise Executive Authority in the Corporation.


 


THIRTY SIXTH.- The responsibility
consisting of indemnifying damages and losses caused on account of the actions, facts or omissions referred to in the previous
article, shall be joint among the persons who executed, adopted the decision and shall be enforceable as consequence of the damages
and losses caused. The corresponding indemnity shall cover the damages and losses caused to the Holding Corporation or to the financial
entities and, in any event, shall proceed to the removal of the responsible parties from their positions.


 


The affected Holding Corporation, in no
event, may agree otherwise, nor provide in its by-laws, to claims, benefits or exclusives of responsibility, that limit, release,
substitute or set-off the obligations on account of the liability referred b y the sections mentioned in the previous paragraph,
nor hire in favor of any person insurances, bonds, or guaranties covering the amount of the indemnity for damages and losses caused.


 


THIRTY SEVENTH.- The responsibility
consisting of indemnifying damages and losses caused on account of the actions, facts or omissions referred to in Section II of
Chapter III of the Second Title of the Law Regulating Financial Groups, shall be joint among the persons who executed, adopted
the decision and shall be enforceable as consequence of the damages and losses caused.


 


The Corporation, in no event, may agree
otherwise, nor provide in its by-laws, to claims, benefits or exclusives of responsibility, that limit, release, substitute or
set-off the obligations on account of the liability referred b y the sections mentioned in the previous paragraph, nor hire in
favor of any person insurances, bonds, or guaranties covering the amount of the indemnity for damages and losses caused.


 


THIRTY EIGHTH.- The liability resulting
from acts referred to by the Law Regulating Financial Groups, , shall be exclusively in favor of the Corporation or of the financial
entities, which suffers property damages.


 


The action to claim liability may be exercised:


 


		I.	By the corporation.






		II.	By the financial entity.






		III.	By the shareholders of the Corporation who, individually or jointly, represent fifteen per cent
or more of the corporation’s capital stock.



 


The plaintiff may negotiate a settlement
in trial for the amount of the indemnity for damages and losses, provided it is previously submitted for the approval of the Corporation’s
board of directors, the terms and conditions of the corresponding legal settlement. The absence of such formality shall cause the
respective nullity.


 


The enforcement of the actions referred
to by this article shall not be subject to compliance of the requirements provided in articles 161 and 163 of the General Law of
Business Associations. In any event, such actions shall comprise the aggregate amount of the liabilities in favor of the corporation
or corporations controlled by the latter or wherein it has significant influence and not only the personal interest of the plaintiff
or plaintiffs.


 


The liability action enforced by the corporation
or by the shareholders thereof, who individually or jointly represent 15% or more of the corporation’s capital stock, in


 




    	 



      


    

favor of the financial entities or corporations
controlled by the latter, shall be independent of the actions corresponding to be exercised by the financial entities, or the shareholders
of any of them pursuant to the provisions in that respect of article 161 and 163 of the General Law on Business Associations


 


The actions which purpose is to claim liabilities
under the terms hereof, shall lapse in five years counted from the day when the act or fact which resulted in the corresponding
property damage is carried out.


 


In any event, the persons who at the judge’s
judgment have exercised the action referred to in this article, with temerity or bad faith, shall be convicted to payment of legal
expenses under the terms of the Commercial Code.


 


THIRTY NINTH.- The members of the
board of directors shall not incur, individually or jointly, in liability for damages or losses caused to the Corporation or financial
entities , as a result of acts executed or decisions taken, when acting in good faith, if any of the following liability exclusives
occur :


 


		I.	Comply with the requirements set forth by the Law Regulating Financial Groups or the corporate
by-laws for the approval of matters that fall within the scope of the board of directors or, if applicable, the committees of which
they are a part of.



 


		II.	Take decisions or vote in the board of director’s meetings, based on the information provided
by the Relevant Directors, the corporation providing external audit services or independent experts, whose capacity and credibility
do not five rise to reasonable doubt.



 


		III.	They selected the most convenient alternative, to the best of their knowledge, or negative property
effects not foreseen, in both cases, based on the information available at the time of the decision.



 


		IV.	Comply with the agreements of the shareholders’ meeting provided these are not in breach
with the law.



 


FORTIETH.- The members of the Board
of Directors may be partners or persons alien to the corporation, and shall meet the requirements provided by the Law Regulating
Financial Groups for that purpose, they shall hold office for the term established by the General Ordinary Shareholders’
Meeting which appointed them, being able to be reelected, and shall receive the compensations determined by the General Ordinary
Shareholders’ Meeting. The members shall continue to hold office, even when the terms for which they were appointed have
lapsed or due to resignation of their positions, up to a period of 30 natural days, in lack of appointment of the substitute or
when the latter does not take office, without being subject to the provisions of article 154 of the General Law of Business Associations.


 


The board of directors may appoint provisional
members, without the involvement of the shareholders’ meeting, when any of the assumptions indicated in the previous paragraph
or article 155 of the General Law of Business Associations occurs. The shareholders’ meetings shall ratify such appointments
or shall assign alternate members in the meeting following the occurrence of the event, without prejudice of the right that the
shareholders of the corporation have to appoint members pursuant to the provisions of article 65, fraction IV of the Law Regulating
Financial Groups The corporation shall verify compliance with the requirements indicated in Articles 34 and 35 of the Law Regulating
Financial Groups, by the persons assigned as members, executive directors and officials with the two immediately inferior hierarchies
to the latter, prior to commencement of their functions.


 


By independent members, it shall be understood
the person who is alien to the corporation’s management and the financial entities integrating the Financial


 




    	 



      


    

Group, and who gather the requirements provided
by Law Regulating Financial Groups, as well as the conditions determined by the Banking and Securities Commission in the general
provisions issued for that purpose.


 


In no event can the following persons be
independent members:


 


		I.	The Corporation’s officials and employees, except for its Executive Director and officials
holding positions in the two administrative hierarchies immediately inferior, during the twelve months immediately prior to the
time when their appointment is intended, without these constituting more than a third part of the Board of Directors;



 


		II.	The spouse or concubine of any member, as well as the persons related by blood or marriage until
the fourth degree, or civil, with more than two members;



 


		III.	The persons who have a pending litigation with the Corporation or with any or several of the financial
entities;



 


		IV.	The persons sentenced for economic fraudulent crimes; those incapacitated from exercising commerce
or perform an employment, position, charge or commission in public service, or Mexican financial system;



 


		V.	Those declared in bankruptcy or bankruptcy proceeding;



 


		VI.	Public officials who exercise inspection and surveillance, or regulatory functions of the Corporation
or financial entities, except if the federal government holds an interests in the capital stock of the referred Holding Corporation
or aforementioned entities or receive support from the Institute for the Protection of Bank Savings; and



 


		VII.	The persons who have performed the position of external auditor of the Corporation, of any of the
financial entities that are part of the same Consortium to which such corporation belongs, during the twelve months immediately
prior to the date of appointment.



 


The members of the Corporation that participate
in the Holding Corporations’ board of directors of other Financial Groups or financial entities whether they are members
or not of its Financial Group, shall disclose such circumstance to the shareholders’ meeting at the time of their appointment.


 


The majority of the members must be Mexican
or foreigners residents in national territory, under the terms of the provisions of the Federal Fiscal Code.


 


FORTY FIRST.- The Board of Directors,
in its first session immediately after the Meeting that appointed it, shall appoint from among its members owners of the Series
“F” the Chairman, and the persons to fill the positions created for the better performance of its functions.


 


The Board of Directors shall appoint a Secretary
and one or more Alternate Secretaries, who shall not be part of such corporate body, and shall remain subject to the obligations
and responsibilities provided by the Law Regulating Financial Groups.


 


Copies or records of the minutes of the
Board and Shareholders’ Meeting meetings as well as of the entries contained in the non-accounting corporate books and registries,
and in general, any document from the corporation’s file, may be authorized by the Secretary or by one of the Alternate Secretaries,
who may also, jointly or severally, appear before public notary to formalize the aforementioned minutes.


 




    	 



      


    

FORTY SECOND.- The Chairman shall
preside the Shareholders’ Meetings and the Meetings of the Board of Directors, complying with the agreements thereof without
the need of any special resolution.


 


FORTY THIRD.- For the Board of Directors’
meeting to be valid, the attendance of at least fifty one per cent of the members shall be required, of which at least one shall
be an independent member, and its resolutions shall be signed when taken by a majority of those present. In the event of tie the
Chairman shall have a casting vote. The foregoing shall be carried out according to the integration of the Board of Directors and
pursuant to the provisions of Article Thirty Second hereof.


 


The Board shall meet at least four times
during each fiscal year. The Chairman of the Board of Directors or of the Committee, which performs corporate practices and audit
functions referred to by the Law Regulating Financial Groups, as well as twenty five per cent of the members of the corporation,
may call a meeting of the board and add in the agenda the points deemed appropriate. The corporation’s external auditor may
be called to the board of directors’ meeting, as guests with voice and no vote, having to abstain from being present in respect
to those issued in the agenda where they have a conflict of interest or that might compromise their independence.


 


FORTY FOURTH.- Calls for the Board
of Directors’ meetings in any event may be signed by the Secretary or Alternate Secretary, shall be sent by mail, telegram,
courier, communication via fax or any other means leaving reliable record of their receipt by the latter’s members, at least,
five days prior to the date of the Session. Calls may be sent to members residing outside of the corporate address, by telegram,
communication via fax or air courier deposited at least five days prior to the date of the Session.


 


FORTY FIFTH.- The Board of Directors
Sessions shall be held in the corporate address or any other place deemed appropriate by such Board.


 


FORTY SIXTH.- The Board of Directors
shall hold the corporation’s legal representation and shall be vested with the following authority:


 


1.- The corporation’s power
for lawsuits and collection proceeding granted with all the general and special authority requiring special clause pursuant to
the Law, therefore granting without any limitation, pursuant with the provisions of the first paragraph of Article 2,554 of the
Federal Civil Code, shall be authorized enunciatively but not limited to file criminal complaints and sues and grant pardons, to
become injured party or coadjutor in criminal proceedings, withdraw from actions filed and amparo trials, to settle, to submit
to arbitration, to assign assets, to challenge judges, receive payments and execute all other acts expressly determined by Law,
among which are included representing the corporation before judicial and administrative, civil or criminal authorities, before
labor authorities and courts and before the Ministry of Foreign Relations to enter into agreements with the Federal Government
under the terms of fraction first and fourth of Article 27 of the Constitution, its Organic Law and the Regulations thereof.


 


2.- For acts of administration and
domain pursuant to the provisions of paragraphs second and third of Article 2,554 of the Federal Civil Code.


 


3.- To execute any kind of credit
instruments, under the terms of Article 9 of the General Law on Securities and Credit Transactions, provided these are for the
performance of the corporate purpose and without this implying receipt or granting of any loan, with the exception of the provisions
of the Law Regulating Financial Groups.


 


4.- To open and cancel bank accounts
on behalf of the corporation, as well as to make deposits and draw against them and appoint the persons who may draw against the
same.


 




    	 



      


    

5.- Establish general strategies
for management, conduction and execution of the business of the corporation and of the financial entities integrating the Group.


 


6.- Monitor through the Committee
in charge of corporate practices, the management and conduct of the corporation and of the financial entities forming the Group
and, if applicable, the corporations wherein the corporation exercises control, taking into consideration the latter’s relevance
in the financial, administrative and legal situation of the corporation, as well as the performance of the relevant directors.


 


7.- Approve prior opinion from the
competent committee:


 


a).- The policies and guidelines
for the use or enjoyment of the assets that are part of the corporation’s estate and that of the financial entities of the
Group, by related persons.


 


b).- The acts of each one individually,
with Related Persons, intended to be executed by the Corporation.


 


The acts indicated below, shall
not require the approval from the Board of Directors, provided they abide by the policies and guidelines approved by the board
for such purpose.


 


2.- The acts carried out between
the Corporation and the financial entities members of the Financial Group provided that:


 


i) Are in the ordinary or normal
course of business,


 


ii) Are considered made at market
prices or supported in assessments carried out by specialist external agents.


 


3. Those resulting from
general labor benefits.


 


c) The acts executed, either simultaneously
or successively, that due to their characteristics may be deemed as a single one and that are intended by the Corporation or the
financial entities members of the Financial Group, over the course of a fiscal year, when unusual or not recurrent, or, due to
their amount represent, based on the numbers corresponding to the closing of the quarter immediately prior in any of the following
events:


 


c.1       The
purchase or alienation of goods with value equal or higher than five per cent of the consolidated assets of the Financial Group.


 


c.2       Granting
of guarantees or assumption of liabilities for an aggregate amount equal or higher than five per cent of the Financial Group’s
consolidated assets.


 


Investments in debt securities
or in bank instruments are excepted, provided they are carried out pursuant to the policies approved for that purpose by the Board
itself.


 


d) To appoint and, if applicable, removal
of the executive director of the Holding Corporation and their wholesome contribution, as well as the policies for the appointment
or wholesome retribution of the remaining Relevant Directors.


 


e) Policies for granting of loans for consumption,
loans or any other type of credits or guarantees to Related Persons.


 


f)       The
exemptions for a member, Relevant Director or person with Executive Authority, to cease business opportunities for themselves or
in favor of third parties, corresponding to the corporation or to the Group’s financial entities, or those where they have
significant influence. The exemptions for transactions which


 




    	 



      


    

amount is lower to the one mentioned in
letter c) of this point, may be entrusted to any of the Holding Corporation’s committees in charge of the functions in matters
of audit or corporate practices referred to by the Law Regulating Financial Groups.


 


g)       The
guidelines in matters of internal control and audit of the Holding Corporation and its financial entities.


 


h)       The
Holding Corporation’s accounting policies adjusting to accounting policies, adjusting to the provisions of this Law.


 


i)       The
Holding Corporation’s financial statements.


 


j)       Hiring
of the corporation which provides external audit services, and if applicable, additional or complementary services to that of external
audit.


 


When the determination by the board of directors
is not in agreement with the opinions provided by the corresponding committee, the aforementioned committee shall instruct the
executive director to disclose such circumstance to the general shareholders’ meeting that is held subsequently thereto,
as well as to the National Banking and Securities Commissions within ten business days following the corresponding determination.


 


These authorizations do not release form
the performance of the obligations with related persons established in the special laws of each of the financial entities members
of the Financial Group.


 


8.- File before the general shareholders’
meeting that is held on account of the closing of the fiscal year.


 


		I.	The reports referred to by article 58 of the Law Regulating Financial Groups.



 


		II.	The report that the executive director prepares pursuant to the indications of article 59, fraction
X of the Law Regulating Financial Groups, enclosing the external auditor’s report.



 


		III.	The opinion from the board of directors regarding the content of the executive director’s
report referred to in the previous item.



 


		IV.	The report referred to by article 172, item B) of the General Business Associations Law wherein
containing the main accounting policies and criteria and information followed in the drafting of the financial information.



 


		V.	The report regarding the transactions and activities where it was involved pursuant to the provisions
of the Law Regulating Financial Groups.



 


9.- Follow-up the main risks to which
the Holding Corporation and its financial entities members of the Financial Group are exposed to, identifying them based on the
information submitted by the committees, the executive director and the corporation providing external audit services, as well
as the accounting systems, internal control and internal audit, registry, file or information of the latter and former, which might
be carried out through the committee in charge of functions in audit matters.


 


10.- Approve information and communication
policies with shareholders and the market, as well as with the members and relevant directors, to comply with the provisions of
the Law Regulating Financial Groups


 


11.- Determine the corresponding
actions in order to correct the known irregularities and implement the corresponding corrective measures.


 


12.- Establish the terms and conditions
to which the executive director shall adjust in the exercise of its authority for acts of domain.


 




    	 



      


    

13.-The executive director shall
comply with the requirements established by Articles 35, 41 and 60 of the Law Regulating Financial Groups.


 


To approve the information and communication
policies with the shareholders and the market, as well as with the members and relevant directors, to comply with the provisions
of article 44 of the Law Regulating Financial Groups.


 


14.- Perform its position without
favoring a determined shareholder or group of shareholders, in detriment of others. For this purpose, it shall act diligently adopting
reasoned decisions and in compliance with the remaining duties imposed under the Law Regulating Financial Groups or corporate by-laws.


 


15.- Instruct the executive director
to reveal to the public the relevant events of which he has knowledge. The foregoing, without prejudice of the executive director’s
obligation referred by article 59 fraction V of the Law Regulating Financial Groups.


 


16.- To drat the corporation’s
Internal Work Regulations.


 


17.- To establish the corporation’s
offices or branches in any part of the national territory.


 


18.- To call General Ordinary, Special
or Class Shareholders’ Meeting in all the cases provided herein, or when deemed appropriate and establish the date and time
when such Meetings must be held and monitor compliance with the agreements adopted by the latter, which shall be carried out by
the committee which exercises audit functions.


 


19.- To determine the sense how the
votes corresponding to shares owned by the corporation shall be rendered, in the General Shareholders’ Meeting of the financial
entities, which form the Group, and of the corporations rendering complementary or auxiliary services to this corporation.


 


20.- To grant general or special
powers exclusively connected with the powers referred by the previous points, but always reserving the enforcement thereof, as
well as to revoke the powers granted.


 


21.- To establish rules regarding
the structure, organization, integration, functions and powers of the internal committees and of the work commissions deemed necessary,
appoint their members, and establish their compensation.


 


22.- To purchase, lien or transfer
shares and equity, provided that the prior authorization from the Ministry of Finance and Public Credit and the General Special
Shareholders’ Meeting shall be required, to carry out the incorporation or separation of a corporation’s financial
entity.


 


23.- To authorize, both the purchase
of shares representing the corporation’s capital stock with charge to the reserve for the repurchase of shares under the
terms of this by-laws, as their subsequent placement.


 


24.- It shall be an non-delegable
authority of the Board to approve the transactions that deviate from the ordinary course of business and intended to be executed
between the corporation and its shareholders, with persons who are part of the corporation’s management or with whom such
persons have economic ties or, if applicable, of kinship by blood or marriage until the second degree, the spouse or concubine;
purchase or sale of ten per cent or more of the asset, granting of guarantees for an amount higher than thirty per cent of the
assets as well as transactions other than the above representing more than one per cent of the corporation’s assets.


 


25.- To carry out all the acts authorized
herein or that are a consequence thereof.


 




    	 



      


    

26.- Others established by the Law
Regulating Financial Groups or provided in the Holding Corporation’s corporate by-laws.


 


The board of directors shall be responsible
for supervising performance of the agreements of the shareholders’ meeting, which may be carried out through the committee
that exercises audit functions.


 


FORTY SEVENTH.- The minutes of each
session of the Board of Directors shall be recorded in the respective book and signed by the Chairman, Secretary or one of the
Alternate Secretaries.


 


FORTY EIGHTH.- The corporation may
have the committees deemed necessary, which are formed by the members of the Board of Directors, who shall enjoy the powers and
authorities determined by the Board itself.


 


The board of administration, for the performance
of the functions assigned by the Law Regulating Financial Groups, shall have the assistance of one or more committees established
to that effect.


 


Likewise, it may have an executive committee
wherein the officials of the first two levels of the other entities members of the Financial Group participate and corporations
where such Holding Corporation exercises Control, in order to co-assist in the performance of the management and direction function
of the business of the financial entities members of the Financial Group.


 


The Committee, which develops activities
in matters of corporate practices and audit, referred to by the aforementioned Law Regulating Financial Groups, shall be exclusively
formed by independent members and by a minimum of three members appointed by the board itself, upon proposal from the chairperson
of such corporate body.


 


When for any cause the minimum number of
members of the committee performing functions in matters of corporate practices and audit is missing and the board of directors
has not appointed provisional members pursuant to the provisions of article 34 of the Law Regulating Financial Groups, any shareholder
may request the chairman of the referred board to call in a period of three natural days, a general shareholders’ meeting
for the latter to make the corresponding appointment. If the call is not made in the period indicated ay shareholder may appear
before the judicial authority of the corporate address, for the latter to make the call. In the event the meeting does not gather
or that once gather fails to make the appointment, the judicial authority of the corporate address, upon request and proposal from
any shareholder, shall appoint the corresponding members, who shall hold their positions until the general shareholders’
meeting makes the final appointment.


 


The appointment and removal of the Chairmen
of the Corporation that exercises the functions in matters of corporate and audit practices shall be carried out exclusively by
the general shareholders’ meeting, under the terms of the provisions of article 58 of the Law Regulating Financial Groups.


 


Likewise, they shall prepare an annual report
regarding the activities corresponding to such bodies and file them before the Corporation’s Board of Directors contemplating
the matters provided by the aforementioned legal precept in the immediately prior paragraph.


 


FORTY NINTH.- The National Banking
and Securities Commission, may authorize that the committees organized by the Holding Corporation’s Board of Directors carry
out, fully or partially, the functions entrusted to the administrative or surveillance committees of the entities members of the
Financial Group, provided the Holding Corporation requests it in order to avoid or correct duplicity of functions that might arise
between the Holding Corporation’s committee and such entities. Once such authorization is granted, the Holding Corporation’s
committees shall


 




    	 



      


    

exercise functions and assume the responsibilities of the committees
of the referred financial entities under the terms of the applicable regulations, unless this implies conflict of interests at
such Commission’s judgment.


 


FIFTIETH.- The management, conduction
and execution functions of the corporation’s business and of the financial entities members o the Financial Group, shall
be the responsibility of the corresponding executive director, pursuant to the provisions of this article , submitting therefore
to the strategies, policies and guidelines approved by the board of directors of the Holding Corporation.


 


The executive director of the Holding Corporation,
in order to perform its functions, shall have the broadest authority to represent the latter in acts of administration and lawsuit
and collection proceedings, including special powers which pursuant to law require of special clause. Regarding act of domain,
such executive director shall adjust to the terms and conditions established by the board of directors, pursuant to the provisions
of article 39, fraction VIII of the Law Regulating Financial Groups.


 


The executive director of the Holding Corporation,
without prejudice of the foregoing, shall:


 


I. Submit for the board of directors’
approval the Holding Corporation’s business strategies and of the financial entities members of the Financial Group, based
on the information provided by the former.


 


II. Comply with the agreements of
the shareholders’ meeting and of the board of directors, pursuant to the instructions, if applicable, issued by the meeting
itself or the referred board.


 


III. Propose to the committee performing
functions in audit matters, the guidelines of the internal control system and internal audit of the Holding Corporation and of
the financial entities members of the Financial Group, as well as enforcing the guidelines approved for that purpose by the corporation’s
board of directors.


 


IV. Subscribe, together with the
Relevant Directors in charge of its drafting within the area of their competence, the information hat under the terms of the applicable
provisions must be disclosed to the public.


 


V. Broadcast the information that
must be revealed to the public, under the terms of the applicable provisions.


 


VI. Exercise, by itself or through
an authorized representative, within the scope of it competence or as per instruction of the board of directors, the corrective
actions and of liability that are admissible.


 


VII. Verify, if applicable, that
the capital contributions are made by the shareholders.


 


VIII. Comply with the legal and statutory
requirements provided with respect to the dividends paid to shareholders.


 


IX. Ensure that the corporation is
accounting, registry, filing or information systems are preserved.


 


X. Draft and submit before the board
of directors the report referred to by article 172 of the General Law on Business Associations, except for anything pertaining
to the accounting policies and criteria and of information followed in drafting of the financial information.


 


XI. Establish mechanisms and internal
control that allow verifying that the acts and transactions of the Holding Corporation and of the financial entities members of
the


 




    	 



      


    

Financial Group, have complied with the applicable legislation,
as well as follow up with the results of these mechanisms and internal controls and take the measures necessary if applicable.


 


XII. Exercise the liability claim
actions referred to by the Law Regulating Financial Groups, against Related Persons or third parties who allegedly caused damage
to the Holding Corporation or financial entities, unless due to determination from the Holding Corporation’s board of directors
and prior opinion from the committee in charge of audit functions, the damage caused is not relevant.


 


XIII. Others established by the Law
Regulating Financial Groups or provided in this corporate by-laws of the Holding Corporation, in accordance with the functions
that such legal regulation assigns.


 


The appointment of the executive director
of the Holding Corporation and of the officials with the two hierarchies immediately lower than the latter, shall fall on the persons
with honorability and satisfactory credit history under the terms of the general provisions issued for such purpose by the Supervising
Commission. Likewise such persons, at least, shall meet the following requirements.


 


I.       Be
resident of National territory, under the terms of the provisions of the Federal Fiscal Code;


 


II. Having rendered, at least five
years of its services in high executive positions, which performance requires knowledge and experience in financial and administrative
matters.


 


III.       Not
having any of the following impediments:


 


a)       Having a pending litigation
with the Holding Corporation in question or with any or several of the financial entities members of the Financial Group.


 


b)       Beings
convicted for economic fraudulent crimes, as well as hindered from exercising business or performing an employment or position
or mandate in public service, or in the Mexican Financial system.


 


c)       Having
been declared in bankruptcy or bankruptcy proceeding;


 


d)       Performing
regulation, inspection and supervision functions of the Holding Corporation or of the financial entities members of the Financial
Group, unless the federal government has an interest in the capital stock of the referred Holding Corporation or financial entities
mentioned or receives support from the Institute for the Protection of Bank Savings; or


 


e)       Participate
in the board of directors of the financial entities members, if applicable, of other Financial Groups, or of the Holding Corporations
thereof, as well as other non-affiliate financial entities.


 


The executive director, for the exercise
of its functions and activities, as well as for due compliance of the obligations that the Law Regulating Financial Groups or other
laws provide, shall be assisted by the Relevant Directors appointed for that purpose and by any employee of the Holding Corporation
or of the financial entities members of the Financial Group.


 


The executive director, in the management,
conduction and execution of the corporation’s business, shall provide what is necessary so that the corporations controlled
by the corporation comply with the obligations provided by the Law Regulating Financial Groups.


 




    	 



      


    

The executive director and other relevant
directors shall be subject to the provisions of article 40 of the Law Regulating Financial Groups and 29 of the Securities Market
Law, in their respective competence, thus being liable for the damages and losses resulting from their corresponding functions.
Likewise, the liability exceptions and limitations referred to by articles 49 and 55 of the Law Regulating Financial Groups where
relevant.


 


Additionally, the executive director and
other Relevant Directors shall be liable for the damages and losses caused to the Holding Corporation and to the entities members
of the Financial Group for:


 


I.       Lack
of timely and diligent attention, for causes imputable to it, of the information and documentation requests that within the scope
of its competence are required by the members of the Holding Corporation.


 


II.      Filing
or disclosing, knowingly, of false information or that induces to error.


 


III.     Updating
of any of the professional misconduct behaviors provided in articles 51, fraction III to VII and 52 of the Law Regulating Financial
Groups, applying the liabilities of articles 53 and 54 of such legal regulation.


 


CHAPTER V.


SURVEILLANCE OF THE CORPORATION


 


FIFTY FIRST.- The surveillance of
the management, conduction and execution of the corporation’s and the financial entities’ members of the financial
group business, taking into account the relevance of the latter in the financial, administrative operational and legal situation
of the corporation, shall be in charge of the board of directors through the committee or committees organized to perform activities
in corporate practices and audit matters, as well as through the corporation who performs the corporation’s external audit,
each in the scope of their respective competence, pursuant to the provisions of the Law Regulating Financial Groups.


 


The corporation shall not be subject to
the provisions of article 91, fraction V of the General Law on Business Associations, nor article 164 to 171, 172, last paragraph,
173 and 175 of the aforementioned Law shall be applicable.


 


FIFTY SECOND.- The board of directors,
in the performance of its surveillance activities, shall be assisted by one or more committees in charge of the development of
the following activities:


 


I.- In matters of corporate practices:


 


		a)	Render its opinion to the board of directors regarding to matters that concern it pursuant to article
forty sixth number 7 of item a) to h) of these by-laws and others applicable pursuant to the Law Regulating Financial Groups and
those corresponding pursuant to such Law



 


		b)	Request the opinion of independent experts when deemed appropriate, for the proper performance
of its functions.



 


		c)	Call shareholders’ meetings and instruct the insertion in the agenda of such meetings of
the points deemed appropriate.



 


		d)	Support the board of directors in drafting the reports referred by article 39, fraction IV, letter
d) and e) of the Law Regulating Financial Groups.



 




    	 



      


    

		e)	Others established by the Law Regulating Financial Groups or provided in this by-laws, according
to the functions assigned by the aforementioned Law.



 


II.- In matters of audit:


 


		a)	Render its opinion to the board of directors regarding matters to be approved referred to by article
forty sixth number 7, items i) to j) of these corporate by-laws and others applicable pursuant to the Law Regulating Financial
Groups and others relevant pursuant to such Law.



 


		b)	Assess the performance of the Holding Corporation which provides external auditing services, as
well as analyze the judgments, opinions or reports drafted and subscribed by the external auditor. For that purpose, the committee
may request the presence of the aforementioned auditor when deemed appropriate, without prejudice that it must meet with the latter
at least once a year.



 


		c)	Discuss the corporation’s financial statements with the persons responsible for their drafting
and review, and based therein recommend or not to the board of directors their approval.



 


		d)	Inform the board of directors of the status of the internal control system and internal audit of
the Holding Corporation, the financial entities or of the corporations controlled by the latter, including the irregularities that,
if applicable, are detected.



 


		e)	Draft the opinion referred to by article 39 fraction IV, letter c) of the Law Regulating Financial
Groups and submits it to the consideration of the board of directors for its subsequent filling before the shareholders’
meeting, relying, among other elements, upon the external auditor’s report. Such opinion shall indicate, at least:



 


		1.	The accounting policies and criteria and of reporting followed by the Holding Corporation are adequate
and sufficient taking into account the particular circumstances thereof.



 


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



 


		3.	If as consequence of numbers 1 and 2 above, the information filed by the executive director reasonably
reflects the financial situation and results of the corporation.



 


		f)	Support the board of directors in drafting the reports referred to by article 39 fraction IV, letters
d) and e) of the Law Regulating Financial Groups.



 


		g)	Monitor that the transactions referred to by articles 39 fraction III and 65 of the Law Regulating
Financial Groups , are carried out in compliance with what is provided to that effect by such precepts, as well as the polices
derived thereof.



 


		h)	Request the opinion of independent experts when deemed appropriate, for the adequate performance
of its functions.



 


		i)	Require from the Relevant Directors and other employees of the corporation or its financial entities,
reports regarding the drafting of the financial information and any other type deemed necessary for the performance of its functions.



 


		j)	Investigate possible breaches of which it has knowledge, to the transactions, guidelines and operational
policies, internal control systems and external audits and accounting registry, either of the Holding



 




    	 



      


    

Corporation itself or of the financial
entities, for which it shall carry out an examination of the documentation, registries and other evidence, in the degree and to
the extent necessary to perform the correct performance of the monitoring activities of the board of directors.


 


		k)	Receive the observations made by shareholders, members, Relevant Directors, employees and, in general,
from any third party, in respect to the matters referred to in the above paragraph, as well as perform the actions deemed relevant
in its opinion in connection with such observations.



 


		l)	Request periodical meetings with the Relevant Directors, as well as delivery any type of information
in connection with the corporation’s internal control and internal audit or the Holding Corporation or financial entities



 


		m)	Inform the board of directors of the important irregularities detected due to the exercise of its
functions and, if applicable, of the correlative actions adopted or propose those that must be enforced.



 


		n)	Call a shareholders’ meeting and request the insertion in the agenda of such meeting the
points deemed relevant.



 


		o)	Monitor that the executive director complies with the agreements of the shareholders’ meeting
and board of directors of the corporation, pursuant to the instructions which, if applicable, are issued by the meeting itself
or the referred board.



 


		p)	Monitor the establishment of internal mechanisms and controls which allow verifying that the Holding
Corporation’s acts and transactions, and that of the financial entities, comply with the applicable legislation, as well
as implementing methodologies that enable the review of compliance with the above.



 


		q)	The others established by the Law Regulating Financial Groups or provided in the by-laws of the
Holding Corporation, in accordance with the functions assigned by the aforementioned law.



 


FIFTY THIRD.- The chairperson of
the committee exercising functions in matters of corporate practices and audit, shall be appointed and/or removed from its position
exclusively by the corporation’s general shareholders’ meeting. Said chairman may not preside the board of directors
and shall be selected because of his experience, recognized capacity and professional prestige. Likewise he shall draft an annual
report regarding the activities corresponding to such body and submit it before the board of directors. Such report shall, at least,
contemplate the following aspects:


 


I. In matters of corporate practices:


 


		a)	the observations in respect to the performance of the Relevant Directors.



 


		b)	The acts with Related Persons, , during the fiscal year of the report, detailing the characteristics
of the significant transactions.



 


		c)	The emolument or integral compensation packages for the individuals referred to by article 39,
fraction III, letter d) of the Law Regulating Financial Groups.



 


		d)	The dispensations granted by the board of directors under the terms of the provisions of article
39, fraction III, letter f) of the Law Regulating Financial Groups.



 


		e)	The observations made by the supervising commissions of the financial entities members of the Financial
Group, or the Supervising Commission of the Holding Corporation as a result of the supervision made thereof.



 




    	 



      


    

II. In matters of audit:


 


		a)	The status of the corporation’s internal control and internal audit and of the Holding Corporations
of the financial entities or corporations controlled by the latter and, if applicable, the description of its deficiencies and
deviations, as well as the aspects which require improvement, taking into account the opinions, reports, communications and results
of the external audit, as well as the reports issued by the independent experts who rendered their services during the period of
the report.



 


		b)	The mention and follow up of the preventive and corrective measures implemented based on the results
of the investigations related with the breach to the operational guidelines and policies and accounting record, either of the Holding
Corporation itself or of the financial entities.



 


		c)	Assessment of the performance of the corporation who provides external audit services, as well
as of the external auditor in charge thereof.



 


		d)	The description and assessment of the additional or complementary services that, if applicable,
are provided by the corporation in charge of the external audit, as well as those provided by independent experts.



 


		e)	The main results of the reviews to the corporation’s financial statements and that of the
corporations controlled by the latter.



 


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



 


		g)	The measures adopted on account of the observations deemed relevant, made by shareholders, members,
Relevant Directors, employees and in general, any third party, in respect to accounting, internal controls and matters related
to internal or external audit, or, derived from the claims made regarding facts deemed irregular in the administration.



 


		h)	Follow up to the agreements of the shareholders’ meeting and board of directors.



 


For the drafting of the referred reports,
as well as the opinions indicated in article 57 of the Law Regulating Financial Groups and article 42 of the Securities Market
Law, the committees of corporate practices and audit shall listen to the relevant directors; in the event of a difference of opinion
with the latter, it shall incorporate such differences in the aforementioned reports and opinions.


 


FIFTY FOURTH.- For the performance
of the provisions of the of the Law Regulating Financial Groups, the corporation shall be, additionally subject to the inspection
and surveillance of the Commission which supervises the financial entity which is part of the group determined by the Ministry
of Finance and Public Credit as predominant within the same group.


 


CHAPTER VI-


OF THE FINANCIAL INFORMATION AND


FISCAL YEARS


 


FIFTY FIFTH.- Fiscal years shall
last for a year and shall start from January 1st to December 31st of each year


 


FIFTY SIXTH.- Upon closing of each
fiscal year, the Board of Directors shall draft a report that shall be completed within three months following closing of the fiscal
year for its presentation to the General Ordinary Shareholders’ Meeting, under the terms provided by Article 172 of the General
Law for Business Associations, wherein it shall include the information regarding the operation of the financial


 




    	 



      


    

entities and auxiliary corporations which
form the financial group, as well as regarding the policies followed by the former, and if applicable, regarding its main projects.


 


FIFTY SEVENTH.- The report mentioned
in the previous Article shall be finished and placed at the disposal of the shareholders, together with the supporting documentation,
and the forms of the powers of attorney referred to by Article 31 of the Law Regulating Financial Groups, at least fifteen days
prior to the Meeting where they are to be discussed. Shareholders shall be entitled to a copy of the corresponding reports.


 


FIFTY EIGHTH.- Within fifteen days
following the date when the General Ordinary Shareholders’ Meeting approved the report referred to by the general text of
Article 172 of the General Law of Business Associations, the Financial Statement included therein shall be published, in the Official
Journal of the Federation, to which the shareholders grant the nature of Official Newspaper of the corporate address. Such Financial
Statements shall be certified according to the provisions of the General Rules for the Organization and Operations of the Financial
Group.


 


CHAPTER VII


OF THE PROFITS AND LOSSES


 


FIFTY NINTH.- Net profits of each
fiscal year, after having deducted the legally corresponding amounts to:


 


		a)	Income Taxes of the fiscal year;






		b)	If applicable, distribution of profits to the corporation’s personnel; and






		c)	Loss carry forward of previous fiscal years shall be distributed as follows:



 


		1.	Five per cent annually to constitute and reconstitute the legal reserve, until the latter is equal
to, at least, twenty per cent of the capital stock.






		2.	If so determined by the General Meetings it may establish, increase, amend or suppress the capital
reserves deemed convenient and constitute provident and reinvestment funds, as well as special reserve funds, including the reserve
for the repurchase of shares.






		3.	The surplus, if any, shall be applied as determined by the General Ordinary Shareholders’
Meeting.



 


Payment of dividends shall be made on the
dates and places determined by the General Ordinary Shareholders’ Meeting and shall be informed through a notice published
in one of the major newspapers of the corporate address.


 


Dividends not collected for five years,
counted from the date when they become enforceable, shall be deemed as waived and prescribe in favor of the corporation.


 


The corporation may redeem shares with distributive
profits by resolution of the General Special Shareholders’ Meeting, for which the following rules must be observed:


 


1.- The redemption shall be ordered
by the General Shareholders’ Meeting;





2.- Only fully paid shares may
be redeemed; 


3.- The purchase of shares to
redeem them shall be made in the stock market but if the General Special Shareholders’ Meeting establishes a determined
price, the redeemed shares shall be allotted by raffle before certified notary or broker. 


The result of the draft shall
be published once in the Official Journal of the Federation, to which the shareholders grant the nature of Official Newspaper
of the corporate address; 


4.- The redeemed share certificates
shall be annulled and replaced by the issuance of beneficial shares. 


5. The corporation shall keep
a the disposal of the holders of the redeemed shares, for a period of one year, counted from the date of publication referred to


 




    	 



      


    

by point 3 above, the price of
the shares raffled and, if applicable, the beneficial shares.


 


If once this period has lapsed the holders
of the redeemed shares do not appear to collect their price and the beneficial shares, the former shall be applied to the corporation
and the latter shall be annulled.


 


CHAPTER VIII


OF THE CORRECTIVE MEASURES


 


SIXTIETH.- Pursuant to article 117
of the Law Regulating Financial Groups, the Ministry of Finance and Public Credit, by means of general provisions, shall establish
the corrective measures that must be met by the Holding Corporation, taking as basis the obligation to ensure that the financial
entities members of its Financial Group, meet with the requirements provided in their respective special laws.


 


The corrective measures shall have as purpose
prevent and, if applicable, correct the problems that arise and that may affect the financial stability or solvency of the Holding
Corporation or of the financial entities members of the Financial Group.


 


The adoption of any of the corrective measures
that are imposed by the National Banking and Securities Commission based on the provisions of the Law Regulating Financial Groups
and, if applicable, the sanctions or revocation procedures deriving from its breach, shall be deemed as of public order and social
interest, therefore no suspension measure shall be admissible against it, this in protection of public interest.


 


In the performance of the provisions of
the last paragraph of article 117 of the Law Regulating Financial Groups are fully incorporated herewith to the content of article
118 of such law, providing everything pertaining to the implementation of the corrective measures. Likewise, the Holding Corporation
undertakes to adopt the actions that, if applicable, are applicable.


 


“Article 118.- Enunciatively
but not limitatively, the measures referred to by the previous article may include:


 


I.       Suspension
of payment of dividends, purchase of own shares and any other mechanisms that implies a transfer of economic benefits to the shareholders.


 


II.       Suspend
payment of compensations and extraordinary bonds in addition to the wages of the executive director and of the officials of the
two hierarchy levels lower than the latter, as well as not granting new compensations in the future for the executive director
and officials of the Holding Corporation, until the insufficiencies in the financial entity member of the relevant Financial Group
have been corrected pursuant to the applicable provisions. This provision shall be contain in agreements and other documentation
that governs work conditions.


 


The provisions herein shall also be applicable
with respect to payments made in Sub-holding companies and Service and Real State Providers, when such corporations make payments
to the Holding Corporation’s officials.


 


The preventive measures in this fraction
are, without prejudice of the work rights acquired in favor of the persons that pursuant to the same may be affected.


 


III.       Suspend
payment of interests, differ payment of principal and, if applicable, early convert in shares the outstanding subordinated obligations
up to the amount necessary to cover the insufficiency in the financial entity member of the Financial 


 




    	 



      


    

Group in question. This corrective measure
shall be applicable to those subordinated obligations that, under the terms of the provisions referred to by article 117 hereof,
compute as part of the consolidated net capital of the Financial Group.


 


The Holding Corporations that issue subordinated
obligations of those referred to in the paragraph immediate above, shall be included in the issuance minute, in the information
prospect, as well as in any other instrument that records the issuance, the possibility that the implementation of such measure
is admissible when the corresponding causes are realized pursuant to the general rules referred to in the second to last paragraph
of article 91 hereof, without being grounds for breach by the Holding Corporation.


 


IV.       Abstain from making
investments in the financial entities members of the Financial Groups, as well as in certificates representing the capital stock
of the financial entities that are not members of the Financial Group.


 


V.       Substitute
officials, members or external auditors, appointing to the Holding Corporation the persons that shall hold the respective positions.
The foregoing, without prejudice of the authorities of the National Banking and Securities Commission provided by article 42 of
the Law to determine the removal or suspension of the members of the board of directors, executive directors and other officials
that may bind the Holding Corporation with their signature.


 


VI.       Order
the sale of assets owned by the Holding Corporation or owned of the financial entities members of the Financial Group.


 


When the Holding Corporations of the
Financial Group holds a net consolidated capital higher than twenty five per cent or more that required pursuant to the provisions
applicable the corrective measures shall not be applicable.


 


CHAPTER IX


OF LIABILITY


 


SIXTY FIRST.- The corporation and
each of the entities that are part of the financial group shall enter into a Sole Liability Agreement under the terms of the provisions
of the Law Regulating Financial Groups.


 


In performance of the provisions of the
second to last paragraph of article 119 of the Law Regulating Financial Groups, such article is expressly incorporated herewith
to this By-Laws:


 


I.       The
Holding Corporation shall be subsidiary and unlimitedly liable for the performance of the obligations charged to the financial
entities members of the Financial Group, corresponding to the activities that, pursuant to the applicable provisions, belong to
each of them, even with respect to those hired by such financial entities prior to their integration to the Financial Group, and


 


II.       The
Holding Corporation shall be unlimitedly liable for the losses of each and every one of such financial entities. In the event that
the Holding Corporations estate are not sufficient to enforce the responsibilities that, with respect to the financial entities
members of the Financial Group file simultaneously, such liabilities shall be covered, first, with respect to the credit institution
to which, if applicable, such Financial Group belongs and, subsequently, to the extension with respect to the remaining entities
members of the Financial Group until the Holding Corporation’s estate is exhausted.


 


For purposes of the provisions of this
Law, it shall be understood that a financial entity belonging to a Financial Group that has losses, when the assets of the entities
are not sufficient to cover their payment obligations.


 




    	 



      


    

The referred responsibilities shall be
expressly provided in the Holding Corporation’s by-laws.


 


In the aforementioned agreement it shall
also be expressly indicated that none of the financial entities of the Financial Group shall be liable for the Holding Corproation0’s
losses, nor for those of the remaining members of the Financial Group.


 


The referred liabilities shall be recorded
in the Sole Liability Agreement executed by the corporation with each and every one of the financial entities of the group. Any
amendment thereof shall require the approval from the Special Shareholders’ Meeting and the Ministry of Finance and Public
Credit.


 


The corporation may only undertake direct
or contingent liabilities, and provide as security its property when regarding the liabilities agreement provided in article 119
of the Law Regulating Financial Groups; the transactions with the Institute for the Protection of Bank Savings and with the authorization
from the Banco de México, regarding the issuance of subordinated obligations of forced conversion into instruments representing
its capital and the attainment of short term credits, while the placement of shares on account of the organization or merger referred
to by article 10 of the Law Regulating Financial Groups is carried out.


 


The Holding Corporation’s liability
derived from the Sole Liability Agreement, in respect to the multiple banking institution, which is part of the Financial Group,
shall be subject to the provisions of Article 120 of the Law Regulating financial groups, which proceeding is mentioned below:


 


I. The Holding Corporation shall be liable
for the losses of the multiple banking institutions, which is part of the Financial Group, under the terms of the provisions of
this article:


 


II. The Institute for the Protection of
Bank Savings shall determine the preliminary amount of the losses in charge of the multiple banking institution as of the date
when the Institute’s Governor’s Board has adopted any of the resolution methods referred to by the Credit Institutions
Act.


 


The preliminary amount of the losses shall
be determined based on the results of the technical study prepared by the Institute for the Protection of Bank Savings pursuant
to the Credit Institutions Act, within ten business days following the date on which the Institute’s Governor’s Board
has adopted the corresponding resolution method referred to by said Law. When the technical study has been drafted by a third party,
under the terms of the aforementioned law, the losses determined based therein, shall be deemed as final for purposes of the provisions
of fraction V below. In the events when there is no technical study, the Institute shall determine the preliminary amount of the
losses in charge of the multiple banking institutions, based on the opinion prepared by the cautionary manager pertaining to the
wholesome situation of the multiple banking institution provided in said Law. In this event, the Institute shall determine the
preliminary amount of the losses within ten business days following the date when the drafting of the corresponding opinion has
concluded.


 


III. The Institute for the Protection of
Bank Savings shall notify the Holding Corporation of the preliminary amount of the losses on the working day following their determination.


 


The Holding Corporation shall constitute
a reserve charged to its capital, for an amount equal to the preliminary amount of losses that the Institute for the Protection
of Bank Savings has determined pursuant to the provisions of the previous fraction. For such purposes, the corporation shall have
a period that shall not exceed of fifteen natural days, counted from the date when the Institute itself notifies the preliminary
amount of losses in charge of the multiple banking institution.


 




    	 



      


    

IV. The Holding Corporation shall guarantee
to the Institute for the Protection of Bank Savings, the payment of losses charged to the institution pursuant to the Credit Institutions
Act. The Holding Corporation shall constitute the guarantee referred to herein, in a period that shall not exceed of fifteen natural
days counted from the date of receipt of the notice referred to by fraction III of this article, even when the final amount of
losses charged to the multiple banking institution of the Financial Group has not been determined


 


The guarantee mentioned in this fraction
shall be for an amount equal to the preliminary amount of the losses charged to the multiple banking institution notified by the
Institute. Such guarantee may be constituted over assets owned by the Holding Corporation, provided that the latter are free from
any lien, or, over shares representing the Holding Corporation’s capital stock or of any of the entities that form the Financial
Group, taken into consideration their book value pursuant to the last audited financial statements available.


 


In the event that a guarantee is granted
on the shares representing the capital stock of the Holding Corporation, first series “F” shall be affected. Regarding
series “B”, first shares of the persons who, in terms of the Law Regulating Financial Groups, exercise Control of the
Holding Corporation shall be affected and, in the event of not being sufficient, the remaining shares of such series. In the event
series “F” shares are not sufficient, those corresponding to series “B” shall be affected. For the constitution
of this guarantee, shares must be transferred to the account the Institute holds in any of the institutions for the deposit of
securities authorized under the terms of the Securities Market Law. The guarantee in favor of the Institute shall be deemed of
public interest and preferential to any right constituted on such property or instruments.


 


The guarantee shall be granted by the Holding
Corporation’s executive director or whoever exercises its functions. For that purpose, the institution for the deposit of
securities wherein the shares referred are, upon written request from the executive director or whoever exercises its functions,
shall transfer them and preserve the guarantee under the terms of the provisions of this article, thus communicating it to the
holders thereof.


 


In the event the executive director or whoever
exercises it functions fails to make the mentioned transfer, the respective institution for the deposit of securities shall make
such transfer, sufficing for that purpose the written request of the Executive Secretary of the Institution for the Protection
of Bank Savings.


 


When the guarantee is constituted over shares
representing the capital stock of any of the entities of the financial group, the Holding Corporation’s executive director
or whoever exercises its functions, shall transfer to the account that the Institute for the Protection of Bank Savings keeps in
an institution for the deposit of securities, the shares owned by the Holding Corporation sufficient to cover the amount of the
guaranteed, taking into account their book value pursuant to the last audited financial statements available of the corresponding
entity. In the event the Holding Corporation’s executive director or whoever exercises its functions, fails to make the transfer
of shares, the provisions of the foregoing paragraph shall be observed.


 


The exercise of the property and corporate
rights inherent to shares subject matter of the guarantee provided in this fraction, shall correspond to the Institute for the
Protection of Bank Savings.


 


In the event the corporation grants the
guarantee referred to herein with assets other than shares representing the Holding Corporation’s capital stock or that of
the Holding Corporations of the Financial Group, the guarantee shall be constituted in compliance with the provisions applicable
to the legal act in question.


 




    	 



      


    

V. In the event the preliminary losses have
been already determined based on the opinion pertaining to the wholesome situation of the multiple banking institution prepared
by the cautionary manager under the terms of the Credit Institutions Act, or, using the technical study carried out by the Institute
for the Protection of Bank Savings with its personnel pursuant to the provisions of the Credit Institutions Act, such Institute
shall hire a specialized third party in order to analyze, asses and, if applicable, adjust the results of the technical study or
opinion, as applicable, based on the financial information of the institution itself and of the applicable provisions. For purposes
of the provisions of this article, the final determination of the losses registered by the multiple banking institution shall be
made based on the information of the same date used to determine the preliminary value of the losses, and shall be the one resulting
from the analysis carried out by the third party hired by the Institute.


 


The specialized third party shall comply
with the criteria of independence and impartiality that the Banking and Securities Commission determined by means of the general
provisions that attempt the transparency and confidentiality of the financial information of credit institutions pursuant to the
Credit Institutions Act.


 


The Institute for the Protection of Bank
Savings shall notify to the Holding Corporation the final amount of losses charged to the multiple banking institution, in a period
that shall not exceed of one hundred and twenty natural days counted from the time of the notice referred to by fraction III herein.
The Holding Corporation shall make the adjustments that, if applicable, are admissible to the amount of the reserve and the guarantee
referred to by fraction III and IV of this article, respectively, taking into consideration the final amount of losses that the
Institute itself notifies.


 


The Holding Corporation may object to the
determination of the final amount of losses, within a period of ten working days following that on which such amount is notified.
For such purposes, the Holding Corporation in agreement with the Institute for the Protection of Bank Savings, shall appoint a
specialized third party to render an opinion in respect to the quantification of the losses, having thereof a period of sixty natural
days counted from the working day following that on which the Holding Corporation brought its objections before the Institute.
While the quantification of losses derived from the objection filed by the corporation is not resolved, such Holding Corporation
shall be obliged to make the adjustments resulting from the final amount of losses that the aforementioned Institute had notified.


 


VI. The Holding Corporation shall cover
to the Institute for the Protection of Bank Savings or the institution in liquidation, as applicable, of the final amount of losses
determined pursuant to the provisions of fraction V herein, within sixty natural days following that on which the Institute itself
notifies such amount. Without prejudice of the foregoing, such Institute may authorize the Holding Corporation to make installments
within the aforementioned term, proportionally releasing the guarantee referred to by fraction IV of this article. In this event
such guarantee shall be release in the following order:


 


		a)	Assets other than shares representing the Holding Corporation’s capital stock and of the
entities of the Financial Group;






		b)	Shares representing the capital stock of the entities which are part of the Financial Group, and






		c)	Shares representing the Corporation’s capital stock. In this event, first shares of the series
“B” that are not owned by the controlling group; secondly series “B” shares which holders are part of the
Corporation’s controlling group and lastly, series “F” shares of the controlling group.



 


In the event the Holding Corporation fails
to cover to the Institute for the Protection of Bank Savings the amount referred to by the first paragraph of this fraction in
the indicated term and the guarantee of the corresponding payment was constituted over the shares, ownership thereof shall be transferred
to the referred Institute, sufficing for that purpose written notice of such circumstance to the corresponding


 




    	 



      


    

institution for the deposit of securities,
by the Executive Secretary of the Institute itself.


 


VII. Without prejudice o the provisions
of this article, the Holding Corporation shall be liable for the losses that the multiple banking institution which is part of
the Financial Group files subsequently to the final determination provided by fraction V herein, provided that such losses derive
from the transactions entered into prior to the date when the Governor’s Board for the Institute for the Protection of Bank
Savings has adopted any of the methods of resolution referred to by the Credit Institutions Act, and that at the time of the determination
by the Institute itself they have not been revealed.


 


VIII. The Holding Corporation shall be subject
to a special surveillance program of the Commission that supervises the financial entity member o the Financial Group, that the
Ministry determines as relevant.


 


In addition, the Supervising Commission
may request an inspection visit to the authorities in charge of the supervision of the other members of the financial group. To
such visits personnel from the Commission competent for the inspection and surveillance of the Holding Corporation may attend.


 


In the event the Holding Corporation’s
supervision is not the competence of the Banking and Securities Commission, the latter may be involved in the special supervision
program and in the inspection visits referred to herein.


 


IX. Without prejudice of the provisions
of Chapter III of the Seventh Title of the Law Regulating Financial Groups, the Supervision Commission may state its intervention
with a management capacity of the Holding Corporation, when the latter fails to constitute within the periods provided for that
purpose, the reserve and guarantee referred to by fraction III and IV herein, respectively, or fails to extend them under the terms
of fraction V. Upon taking possession of the Holding Corporation’s management, the intervening manager shall execute the
corresponding acts referred to by fractions III, IV and V herein.


 


X. The Holding Corporation may not pay dividends
to the shareholders, nor carry out any mechanism or act which implies the transfer of property benefits to shareholders, from the
date the Governor’s Board of the Institute for the Protection of Bank Savings determines the resolution method applicable
to the multiple banking institution, pursuant to the Credit Institutions Act, and until the Holding Corporation complies with the
provisions of this Article. The Banking and Securities Commission shall notify such situation to the Holding Corporation.


 


For the protection of the savings public
interests, the payment system and public interest, the Holding Corporation’s by-laws and the certificates representing its
capital stock shall include the content of this article, expressly indicating that the partners, by the simple fact of being one,
agree that their shares may be given as guarantee in favor of the Institute for the Protection of Bank Savings, under the terms
of the provisions of fractions IV and VI of this article, as well as their agreement so that, in the event of failing to comply
with the timely payment the Holding Corporation must make to the Institute for the Protection of Bank Savings, pursuant to the
provisions of fraction VI of this article, ownership of their shares shall be transferred in favor of the Institute itself.


 


The Ministry shall determine, through general
rules, the proceeding under which the Holding Corporation shall comply with the liability assumed by the latter, by means of the
sole liability agreement, subject to the provisions of this article, as well as the previous article.


 


With respect to the concept of losses, the
provisions of the general provision issued by the Ministry of Finance and Public Credit shall be taken into account.


 




    	 



      


    

SIXTY SECOND.- The Corporation pursuant
to the Law Regulating Financial Groups, shall keep a net capital, that may not be lower to the amount resulting from adding the
permanent investments appraised by the share method kept in subsidiary corporations of the Financial Group. The composition of
such net capital shall be determined pursuant to the general rules issued by the Ministry of Finance and Public Credit.


 


The Corporation shall be responsible for
ensuring that financial entities members of the Financial Group, observe the capital requirements established in their respective
special laws.


 


The Corporation shall comply with the prudential
standards issued by the National Banking and Securities Commission, focused on preserving the stability and solvency of financial
groups.


 


CHAPTER X


CRITERIA TO AVOID CONFLICT OF INTEREST


 


SIXTY THIRD.- Pursuant to the provisions
of article 14, subsection I of the Law Regulating Financial Groups and the General Rules of Financial Groups, the Corporation shall
avoid in its activity and operation conflicts of interest among the members of the Group, and for such purpose shall established
general guidelines and criteria.


 


According to what is established by the
article 4 of the General Rules of Financial Groups, there is conflict of interest in the execution of the faculties of administration,
management, driving and execution of the business of one or more of the financial institutions that make up the financial group,
when the financial institution is, in one of the following situation:


 


		I.	The financial entity can obtain a financial benefit or avoid a financial loss at expense of another
financial entity member of the group.



 


		II.	The Financial Entity has financial incentives or another type of incentive to favour the interests
of a third party;



 


		III.	The Financial Entity receives or pretends to receive from a third party and incentive, a commission
or regular fee for a service that prejudice another Financial Entity.



 


		IV.	Any other action or omission that privileges the interests of any of the members of the financial
group at the expense of the interests of any other Member.



 


In the identification and management of
conflicts of interest there shall be considered those that could arise in relation to the various lines of business and activities
of the Financial Entities members of the group


 


The Corporation shall keep and apply preventive
policies in its management and organization in order to adopt reasonable measures destined to impede the generation of conflicts
of interest that harm the management authorities, management, conduction and execution of business of any of the Financial Entities
that are part of the Financial Group, for which it shall have internal control, operation and policy and risk assessment handbooks
that shall apply to its Financial Entities.


 


The internal control, operation and policy
and risk assessment handbooks shall contain the measures to avoid conflicts of interests, controls and procedures, as well as guidelines
for the resolution of conflicts of interest that arise, irrespective of the preventive measures established, such handbooks shall
be approved by the Board of Directors both of the Group as of its Financial Entities.


 


The policies to avoid conflicts of interest
shall establish a general methodology for the identification and management thereof, by means of the identification and


 




    	 



      


    

analysis of potential conflicts of interest likewise it will
assess the measures established to avoid conflict of interests.


 


In this respect, the following general criteria
establish that they shall contain the policies to avoid conflicts of interest among the Financial Entities members of the Financial
Group:


 


		i.	Financial Entities that are part of the Group shall separate their activities in order for each
entity to develop their own functions both from the legal, financial and operational standpoint, with which it is intended to avoid
that entities are exposed to multiplicity of roles, that might derive from a conflict of interest;



 


		ii.	Financial Entities shall not use information from other entities in detriment of the latter or
of the members of the group, or in its own benefit, for which they shall abstain from exercising any type of pressure, persuasion
or transfer of confidential, privileged or relevant information by the personnel that works at any of the Business Units of a Financial
Entity towards the personnel of the other Financial Entity member of the Group that may generate a conflict of interest among the
entities that are part of the Group;



 


		iii.	To control the flow of information among directors and employees of the Business Units of the Financial
Entities that participate in activities that may generate a conflict of interest, they shall keep professional secret with respect
to the non-public data or information of which they have knowledge as consequence of the exercise of their professional activity,
for which they shall establish control policies and guidelines of information and confidentiality;



 


		iv.	Financial Entities shall use filing systems to keep records of the services and activities of the
Business Units, when it is assumed or proven that these acted with a conflict of interest, this in order to facilitate the identification
and management of any potential conflict of interest;



 


		v.	The members, directors and employees both of the Financial Group as of its Entities shall abstain
from making any decision or performing any act that generates a conflict of interest, for which they shall act so that their particular
interests, those of its family members or other persons linked to them are not above the Group, its Financial Entities or its clients;
likewise, they shall abstain from participating in transactions of any type carried out by an entity of the Group where there is
an own interest or of any linked person, shall not participate nor influence the procedures for hiring products or services with
corporations or persons with whom they have an economic or family relationship;



 


		vi.	Conflicts of interest of Financial Entities shall be resolved by the relevant directors thereof
subject to the policies and procedures approved by the Board of Directors with the support from the Audit Committee;



 


		vii.	Financial Entities shall establish a conflict of interest prevention system which shall address
the purposes, guidelines and policies of internal control that are included in special laws and other provisions applicable;



 


		viii.	The internal control body of Financial Entities shall carry out an annual review with respect to
the systems and controls among its Business Units, to prevent conflicts of Interest;



 


		ix.	The Group shall do whatever is necessary for the transactions carried out among the financial entities
controlled by it, do not significantly stray from the prevailing conditions in the market for the type of transactions in question,
that is referring to market prices or supported by appraisals carried out by specialists external agents;



 




    	 



      


    

		x.	Financial Entities shall operate pursuant to the legal provisions applicable to the main activity,
likewise they shall supervise that their operation policies match those established by the Group’s executive directorate;



 


		xi.	Joint transactions carried out by the Financial Entities belonging to the Financial Group shall
be carried out pursuant to the healthy practices and commercial, banking or stock uses;



 


		xii.	Financial Entities shall establish the internal standards of behavior, such as rules for the integrity
of procedures, and shall follow controls and processes established in the internal control, operation and policy and risk assessment
handbooks, prepared for each of the Financial Entities that are part of the Group.



 


		xiii.	Operational and services common policies established by the entities will avoid practices that
affect the development and healthy operation of any of the entities members of the Group, the public interests of users, creditors
or shareholders of one of the Financial Entities in benefit of the other;



 


The audit committee of the Financial Group
and, if applicable, that of its Financial Entities, shall be responsible for the implementation of the prevention system of conflicts
of Interest, and shall at all times attempt that its operation is according to the strategies and purposes of the Financial Entities,
taking the preventive and corrective measures necessary to correct any deficiency detected in a reasonable term, addressing to
the characteristics of the referred measures.”


 


CHAPTER XI


DISSOLUTION, ORGANIZATION, SEPARATION
AND MERGER


 


SIXTY FOURTH.- Upon request of the
Holding Corporation, the Ministry of Finance and Public Credit may revoke the authorization for its organization as a holding corporation
and its organization and operation as financial group, provided they meet with the provisions of article 122 of the Law Regulating
Financial Groups.


 


Likewise, the Ministry of Finance and Credit
Public, may declare the revocation of the authorization granted to the Holding Corporation for its constitution as a holding corporation
and its organization and operation as a financial group, in the cases provided by article 123 of the Law Regulating Financial Groups.


 


The revocation statement shall be published
in the Official Journal of the Federation, and shall be filed before the Commercial Public Registry office corresponding to the
corporate address of the Holding Corporation, and shall place it in a dissolution and liquidation status without the need of an
agreement of the Shareholders’ Meeting.


 


Once the revocation has been filed before
the Commercial Public Registry, the Holding Corporation shall notify the Ministry of Finance and Public Credit of such filling.


 


Upon revoking the authorization of the Holding
Corporation the financial entities members of the Financial Group shall cease to appear as a member thereof. Likewise, such entities
shall have a maximum term of sixty business days counted from the publication of the revocation in the aforementioned Official
Journal, to suspend the offer of the products and rendering of the financial services in the branches of the remaining financial
entities members of the Financial Group.


 


Once the revocation resolution is issued,
the Holding Corporation may not be dissolved while the financial, operational or judicial obligations of the financial entities
that had been members of the Financial Group, which might adversely affect public interest are not resolved.


 




    	 



      


    

SIXTY FIFTH.- The dissolution, liquidation
and bankruptcy proceeding of the Holding Corporation shall be governed by the provisions of the General Business Associations Law
and, if applicable, by the Bankruptcy Proceeding Law, with the exception indicated in article 126 of the Law Regulating of Financial
Group.


 


SIXTY SIXTH.- It shall correspond
to the Shareholders’ Meeting to appoint a liquidator when the dissolution and liquidation have been voluntarily agreed by
such body pursuant to the provisions of the Law Regulating Financial Groups. Such Shareholders’ Meeting shall have a term
of 30 business days to appoint a liquidator from the date when the revocation is declared.


 


The National Banking and Securities Commission,
shall carry out the appointment of the liquidator when the dissolution and liquidation of the Holding Corporation is consequence
of the revocation of its authorization in the events provided in the Law Regulating Financial Groups.


 


The position of liquidator falls in credit
institutions, in the Management and Alienation of Property Service, or, in individuals and corporations that have experience in
the liquidation of corporations.


 


When regarding individuals, the appointment,
shall fall on the persons that have the technical, honorability and credit history quality satisfactory and that meets the requirements
referred to fraction II of article 126 of the Law Regulating Financial Groups. Likewise, regarding corporations, in general, the
individuals appointed to perform activities related to this function, shall comply with the requirements mentioned in the mention
legal precept.


 


The Holding Corporation shall verify that
the person appointed as liquidator meet the requirements mentioned herein, prior to the holding their positions.


 


The Holding Corporation shall inform the
National Banking and Securities Commission the appointment of the liquidator, within five business days following their appointment,
as well as the beginning of the proceeding for its corresponding filling in the Property and Commercial Public Registry.


 


The National Banking and Securities Commission
may oppose their veto with respect to the appointment of the person that shall hold the position of liquidator, when it deems that
it does not have sufficient technical quality, honorability and satisfactory credit history for the performance of their functions,
does not meet the requirements established for that purpose or has committed serious and repeated infractions to the Law Regulating
Financial Groups or the general provisions derived therefrom.


 


SIXTY SEVENTH.- The National Banking
and Securities Commission shall request the bankruptcy proceeding declaration of the Holding Corporation, when there is an element
that may update the events for the bankruptcy proceeding declaration.


 


Once the bankruptcy proceeding has been
declared, pursuant to the provisions of the Law Regulating Financial Groups, the aforementioned Commission in defense of the creditor
interests, may request that the procedure be filled in a bankruptcy stage, or upon early termination of the conciliation stage,
in which event the judge shall declare it in bankruptcy.


 


The charge of conciliator or receiver, shall
correspond to the persons that are appointed for such purpose by the National Banking and Securities Commission in a maximum term
of ten business days counted from the judgment declaring bankruptcy proceeding in a conciliation or bankruptcy stage. Such appointment
shall fall in the credit institution, the Management and Alienation of Goods Service, or, in the individuals or corporations that
meet the requirements provided in fraction II of article 126 of the Law Regulating Financial Groups.


 




    	 



      


    

SIXTY EIGHTH.- The National Banking
and Securities Commission may declare the management intervention of the Holding Corporation, pursuant to the Law Regulating Financial
Groups when:


 


1.       To
its judgment, there are irregularities of any kind that affects its stability, solvency or liquidity and jeopardizes public interest
or that of their creditors.


 


2.       In
any of the financial entities that are members of the Financial Group a receivership with such nature has been decreed.


 


CHAPTER XII


GENERAL PROVISIONS


 


SIXTY NINTH.- This corporation’s
by-laws, the Sole Liability Agreement, as well as any amendment thereof, shall be submitted for the approval of the Ministry of
Finance and Public Credit, who shall grant or deny it hearing to the opinion of the Banco de México and, as applicable,
of the Banking and Securities and of Insurances and Bond Commissions.


 


Once the aforementioned documents have been
approved, they shall be filed before the Commercial Public Registry without the need of injunction.


 


SEVENTIETH.- The mere purchase of
a share representing the capital stock implies the unconditional acceptance by the purchaser of the content hereof, of the Sole
Liability Agreement entered under the terms of Articles 119 and 120of the Law Regulating Financial Groups, by the corporation with
each of the financial entities which are members of the group, and the resolutions legally adopted by the General Shareholders’
Meeting.


 


SEVENTY FIRST.- For all relevant
purposes, it is specified that the terms used herein shall be understood as such terms are defined in the Law Regulating Financial
Groups.”


 


It is hereby recorded that this Resolution is subject to the
suspensive condition that the Corporation attains the corresponding approval by the Ministry of Finance and Public Credit, as well
as other required and necessary.”