Certify the quotation of securities, as well as the transactions entered therein.

VII. Set forth the necessary measures so that the transactions that are executed in such stock exchanges comply with applicable provisions.

VIII. Issue self-regulatory rules to regulate their activities and those of their members and supervise compliance with them, for which purpose it may impose disciplinary and corrective measures, as well as establish measures so that the transactions executed therein abide by applicable provisions.

X. Execute agreements with other national or foreign stock exchanges which purpose is to facilitate the access to their trading systems.

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XI. To perform any necessary actions for the fulfillment of their corporate purpose.

Subsection moved down FOG 01-10-2014

XII. Any other analogous, related or complementary activities to the ones hereinbefore, that are authorized by the Ministry, through general provisions.

Subsection moved down FOG 01-10-2014

Article 245. - Operative trading systems of stock exchanges must allow their members to participate under equal conditions. For such purposes, such systems must meet the following requirements:

I. To provide access to information on positions, transactions or facts carried out and of the market in general.

II. To identify the parties of the transactions, and the date and time of execution, price, volume and amount of the transactions, class and type of securities and form of settlement.

III. To detect irregularities in the procedures for the receipt of positions and execution of transactions, and avoid the alteration and falsification of the records of the transactions. IV. To include safety measures for the access to the database they maintain.

V. To ensure continuity in securities trading.

VI. To establish contingency plans to avoid the interruption, alteration, limitation and other actions or facts that prevent securities trading.

VII. To have the necessary mechanisms to maintain the integrity of the securities market.

Additionally, stock exchanges must have automated systems allowing them to safeguard and protect access to the information that they receive concerning the issuers and the content thereof, while such information is not disclosed to the investing public through the stock exchanges.

Stock exchanges must privilege the use of electronic means for which they shall establish reciprocal identification codes replacing the autographic signature, to allow access to the automatic systems.

Article 246. - Stock exchanges may only allow securities firms to trade in such stock exchanges. In any case, such securities firms must comply with the requirements established in the internal regulations of those stock exchanges.

Article 247. - Stock exchanges must issue their internal regulations containing, at least, rules applicable to:

I. The requirements that the securities firms must comply with, to trade with the securities listed in such stock exchanges as well as the events for the suspension or exclusion of such securities firms and of the persons representing them.

II. The rights and obligations of the stock exchange, their members and the issuers listing their securities, as well as the disciplinary and corrective measures applicable in case of non- compliance and the procedure to enforce such measures.

III. The requirements that the attorneys-in-fact of the securities firms must comply with to be authorized to operate in the securities market, in addition to those established in article 193 of this Law.

IV. The listing, maintenance and cancellation requirements of the securities listed in the stock exchange and depending on the type of security in question, the requirements regarding the

financial condition of the issuer and of its shareholders, corporate governance, diversification of the shareholding and other qualifications required for the securities to have a broad circulation, must be provided.

Furthermore, the special trading modalities that, if applicable, the stock exchanges determine for those issuers that do not comply with the maintenance requirements indicated, including parameters that prevent disorderly market conditions or price manipulation.

V. The requirements that must be contained in the progressive adoption programs established in article 19, subsection I, subparagraph c) of this legal statute, as well the procedures to be followed to verify in a periodic manner, the degree of advancement and compliance with such programs, by promoting stock investment corporations.

VI. The terms in which the transactions in securities listed in the stock exchange shall be executed, the manner in which the records shall be carried and the cases in which the suspension of the listing of securities in particular or of the market in the aggregate is admissible.

VII. The operating rules to which the members opting to participate as market makers must comply with.

VIII. The requirements and procedures for the listing of securities in the international quotation system, and those concerning the suspension and cancellation of the system’s listing.

IX. The terms in which the transactions in securities shall be executed in the international quotation system, as well as the obligations of those trading in such system.

X. The powers to supervise that the price formation processes are performed in an adequate manner, with transparency and integrity.

XI. The process for the adoption and supervision of self-regulatory rules.

XII. The terms and conditions to send and receive the information that the issuers and securities rating firms must provide to the public.

XIII. The basis for the practice of audits to their members or to the issuers listing their securities in such stock exchanges, with the purpose of verifying the compliance with the obligations to be discharged by them, provided in its internal regulations.

XIV. The measures to ensure the continuity in securities trading, as well as of the contingency plans to avoid the interruption, alteration, limitation and other actions or facts preventing such trading.

The regulations and any amendments thereof must be submitted for the prior authorization of the Commission, who may make observations and amendments when it considers that the regulations do not abide by the provisions of this Law or to sound market practices. The self-regulatory standards shall not require authorization; nevertheless, the Commission shall have veto powers with respect to such standards.

Article 248. - Stock exchanges may suspend the listing of securities for up to a term of twenty business days, in any of the following events:

I. Whenever issuers abstain from providing, in due time and manner, the information that according to the applicable provisions must be disclosed to the market.

II. In order to avoid that disorderly conditions occur or that transactions not in line with sound market practices are entered.

III. Whenever issuers cease to satisfy the listing maintenance requirements or if they fail to comply with the obligations established in their internal regulations.

For such purpose, stock exchanges must notify the issuer and the Commission on the same day, the Commission may order that the suspension be lifted. Such suspension may last more than twenty business days, provided the Commission authorizes it, having previously heard the issuer of the securities in question. Notwithstanding the foregoing, the Commission itself may, having previously granted the right to be heard, order, as a precautionary measure, to uphold the suspension for a term not to exceed forty business days in addition to the twenty business days established in the first paragraph of this article, in order to avoid that disorderly market conditions occur or that transactions which deviate from with sound market practices are carried out.

Stock exchanges may also, upon prior authorization by the Commission, delist securities in the events stated in subsections I and III of this article, in case of serious or reiterated defaults by the issuers. To issue the resolution, the Commission must have previously heard the interested issuer.

Notwithstanding the foregoing, the Commission may order the stock exchanges, in writing or through any other means of communication constituting clear evidence, to suspend the listing of securities, as a precautionary measure, for a term not to exceed sixty business days, to prevent the occurrence of disorderly conditions or when such conditions already exist, or that transactions deviating from sound market practices are entered into or in those cases in which the issuers fail to comply with the obligations imposed on them by this Law, by the general provisions resulting therefrom or by the listing maintenance requirements established in the internal regulations of stock exchanges. For the aforesaid suspension to continue for a longer term, the Commission may grant the right to be heard to the issuer in question, in such event the provisions of the last paragraph of article 107 of this Law shall be applicable.

Article 249. - The fees that the stock exchanges charge for services concerning the listing and maintenance of securities and trading in the market, must be authorized by the Commission, who shall have the power to make observations and to order modifications during the authorization procedure.

Stock exchanges must make available to the public for consultation, in a free and immediate manner, the information that the issuers provide to them in compliance with the provisions set forth in this Law and other general provisions resulting therefrom.

Article 250.- Stock exchanges may invest in shares representing the capital stock of other stock exchanges and in derivatives, securities depository institutions, central counterparties of securities derivatives clearing houses, companies managing systems to facilitate securities trading, price vendors, companies providing complementary or auxiliary services in their administration or in the fulfillment of their purpose, and real estate companies who are owners or administrators of property used for their offices.

The companies indicated in the preceding paragraph shall be subject to the inspection and surveillance of the Commission, when the stock exchanges have control over such companies.

Article 251.- Stock exchanges in order to invest, directly or indirectly, in shares representing the capital stock of domestic or foreign entities of the same type or that perform duties equivalent to those of securities depository institutions or central counterparties of securities, shall require the authorization of the Commission.

Article 252.- The Commission may issue general provisions with respect to the information that the stock exchanges must periodically provide to the financial authorities, for which they may request data, reports, records, minutes books, secondary ledgers, documents, correspondence and in general, the information that it deems necessary in the manner and terms set forth in the aforementioned provisions. Additionally, the Commission may establish general provisions relative to the internal controls, risk management, prevention of conflicts of interest, corporate and auditing practices, transparency and equality in respect to the services offered by the Stock Exchange.

Article amended FOG 01-10-2014

Article 252 Bis.- The stock exchanges shall require the previous authorization of the Commission for the execution of the agreements that subsection X of article 244 of this Law refers to. To grant said authorization, the impact in the liquidity and depth of the Mexican stock exchange and the particularities of the foreign stock exchange in question must be considered, evaluating if the market adheres to the regulatory principles that this law considers for the international markets, and the existence of agreements of exchange of information or the reciprocity of the uses and practices of markets that are compatible with the national one. Additionally, the Commission may establish the requisites that the stock exchanges must comply with to obtain the referred to authorization through general provisions.

In the frame of the agreements that subsection X of article 244 of this Law refers to, the Commission, pursuant with the general provisions issued to the effect, may authorize a public offering of securities issued in markets with which the stock exchanges executed the referred to agreements, is recognized as such on national territory, and therefore registered in the National Registry of Securities.

The general provisions that the paragraph above refers to, shall have the purpose to generate a legal certainty frame in the issuance of the authorizations that the paragraph above refers to, establish the frame of rights and obligations applicable both to the issuers whose public offers are listed and the Mexican stock exchanges that request the respective authorization, and to ensure the adequate fulfillment of the governing principles of the National Registry of Securities, among others.

Article added FOG 01-10-2014

Chapter III

On over-the-counter trading systems Section I

On companies managing systems to facilitate securities transactions

Article 253. - The authorization of the Commission upon previous approval by its Board of Governors shall be required to be organized and to operate as a systems managing company to facilitate securities transactions. Such authorization shall be granted to corporations organized in accordance with the general provisions contained in this legal statute and, in everything not established hereunder, according to the provisions of the Business Associations Law. Due to their nature, these authorizations shall be non- transferable.

Article 254. – Applications for authorization to be organized and to operate as a company managing systems to facilitate securities transactions shall include attached thereto the following documents:

I. Draft of the bylaws of a corporation.

II. List and information of the shareholders, as well as of the prospective directors, general director and main executive officers of the company.

III. General operating plan that includes the minimum elements determined by the Commission through general provisions.

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IV. The conduct manual that includes the policies for the solution of possible conflicts of interest when carrying out its activities. The cited manuals must contain the norms determined to the effect by the Commission through general provisions.

Subsection added FOG 01-10-2014

V. Means that shall be used to release quotations with the purpose of channeling petitions or orders to execute securities transactions, and the procedures for the assignment of orders and the execution of transactions.

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VI. Any other documents and information that the Commission requires through general provisions, upon previous approval by its Board of Governors, in respect to the preceding subsections.

Subsection moved down FOG 01-10-2014

Companies managing systems to facilitate securities transactions shall notify the Commission on the amendments made to the documents indicated in this article, within ten business days following the date when they are carried out. The Commission may object the aforesaid amendments, within twenty business days following the date when such notice is received, if such amendments do not abide by or if they contravene the provisions of this legal statute and any other applicable provisions. In any case, the changes

done to the referred to documentation shall become effective until the twenty business day term indicated above has concluded.

Paragraph amended FOG 01-10-2014

Article 255. - Companies managing systems to facilitate securities transactions shall carry out the following activities:

I. To release quotations with the purpose of directing requests or orders to execute transactions with securities, derivatives and other financial assets, through the use of automated or communication equipment.

II. To provide information regarding the quotations of securities, derivatives and financial assets, with respect to which they provide their services.

III. To provide services through communication systems or equipment related to the release of quotations to execute transactions.

IV. Any other activities provided in their bylaws.

Any transactions with securities executed through the systems indicated in this article shall be deemed executed outside the stock exchange.

Article 256. - The transfer of information carried out by the companies managing systems to facilitate securities transactions to a price vendor, shall be provided in identical form and with the same timeliness, cost and delivery means, to any other price vendor requesting it.

Article 257.- The companies managing systems to facilitate securities transactions may only grant the services that subsection I and III of article 255 of this Law refer to, to credit institutions, securities firms, and other institutional investors, national or foreign. Additionally, in terms of transactions with derivative financial instruments and with currencies, services may be provided to foreign financial entities of the same kind as those indicated.

In any case, the companies managing systems to facilitate securities transactions must ensure that the transactions that the persons mentioned in the paragraph above do through their systems, always have a credit institution or securities firm as counterparty.

The financial entities indicated in the paragraph above, may exclusively operate on their own in the referred to companies managing systems to facilitate securities transactions. In cases of retirement fund management companies and managing companies of investment funds, it shall be understood that they operate on their own when they do transactions in the name of investment corporations that they manage.

The supply of information activities referred to in subsection II of article 255 of this Law may be provided to any person.

Article amended FOG 01-10-2014

Article 258. - Companies managing systems to facilitate securities transactions shall be forbidden to act as counterparties of any of their users in the transactions that they channel through their systems.

Article 259. - The Commission, upon previous approval by its Board of Governors, shall authorize the merger or the split-off of the companies administering systems to facilitate securities transactions, as provided in articles 132 to 134 of this Law.

The Commission may issue general provisions regarding the information that the companies managing systems to facilitate securities transactions must submit to it in a continuous and periodical manner.

The Commission may establish prudential norms aimed at preserving the quality of the activities and services of the companies managing systems to facilitate securities transactions in matters of internal controls, segregation of duties, prevention of conflicts of interest, corporate and auditing practices, transparency and equality in the activities and services, for the protection of the general market.

Section II

On over-the-counter trading systems with shares not registered in the Registry

Article 260. - The private offering, promotion, marketing and trading of shares not registered in the Registry, representing the capital stock of legal entities, through centralized information systems that facilitate the execution of such activities, may be performed by any individual or legal entity without requiring authorization from financial authorities, provided that only institutional and qualified investors participate in such systems and in the trading of shares. Notwithstanding the foregoing, the individuals or legal entities making the offering must notify the Commission, for statistical purposes, the terms and conditions of the offering, within ten business days after the offering has been made, and must also provide the relevant information to those who are interested in participating.

The offering, promotion, marketing and trading of the aforementioned shares may be carried out without