In the performance of his/her duties, the liquidator shall:

a) Prepare an opinion on the overall condition of the securities firm. Should it be inferred from the liquidator’s opinion, that the securities firm falls into an event of reorganization, the liquidator shall request the judge the declaration of the reorganization proceeding according to the provisions of the Business Reorganization Law, notifying the foregoing to the Ministry. b) Submit to the Ministry for its approval, the necessary proceeding to make the delivery or transfer of its customer’s securities or cash from any transactions by the securities firm on account of third parties, as well as the dates scheduled for their application.

c) Notwithstanding the provisions of subparagraph b) above, implement and adopt a scheduled work plan, that contains the necessary proceedings for the settlement or transfer to other stock exchange intermediaries, no later than within a year following the date the liquidator has been sworn in and accepted his or its appointment, of the obligations undertaken by the company as a result from any transactions reserved to securities firms. d) To collect whatever it is owed to the securities firm and to pay whatever it owes to others.

For purposes of the foregoing, in the first place, the liquidator shall separate and make the delivery or transfer of customers’ securities or cash resulting from the transactions of the securities firm on account of third parties, as provided in subparagraph b) of this subsection.

In the event the securities firm’s securities or cash, resulting from transactions on account of third parties are not sufficient to fulfill its obligations, in protecting the interest of the securities firm’s customers, the liquidator shall allocate any assets available to the securities firm on its own account preferably to the payment of any transactions it may have entered into with its customers, in the fulfillment of its corporate purpose, including the payment of transactions made by the intermediary on account of third parties. The foregoing provided the aforementioned securities, cash or assets have not been subject to any collateral guaranteeing other commitments or that rights of any third parties’ creditors are not at stake. In the event that the aforementioned assets are not sufficient to cover the liabilities of the company, the liquidator shall file for insolvency proceeding.

e) Call the general shareholders’ meeting upon the termination of his term, in order to submit to it a complete report on the liquidation process. Such report shall contain the final liquidation balance sheet.

In the event that the liquidation is not over within twelve months following the date the liquidator accepted his position and swore in, the liquidator shall call the general shareholders’ meeting to submit thereto, a report on the prevailing condition of the liquidation, pointing out the causes for which its completion has not been possible. Such report shall contain the financial statement of the company, which shall always be available to the shareholders. Notwithstanding the provisions of the following paragraph, the liquidator shall call to a general shareholders’ meeting in the terms described before, for each year that the liquidation process takes place, in order to submit the aforementioned report. If in spite that the liquidator has called to shareholders’ meeting, the necessary quorum were not reached, he/she or it must publish in two newspapers of the broadest circulation in the country, a notice addressed to the shareholders indicating that the reports are available to them and, further indicating the time and place where they may be consulted. f) To file before the judicial authority the approval of the final liquidation balance sheet, in case

it were not possible to obtain the approval of the shareholders to such balance sheet in terms of the Business Associations Law, because despite having been called, the necessary quorum could not be reached, or else, such balance sheet may be objected by the meeting without grounds in the opinion of the liquidator. The foregoing, regardless of any legal actions available to shareholders as set forth in the Laws.

g) To report to the judge of the existence of a physical and material impossibility to complete the legal liquidation of the company, so that the judge orders the cancellation of its registration with the Public Registry of Commerce, which shall be effective one hundred and eighty calendar days following the court order.

The liquidator shall publish in two newspapers of the largest circulation in the Mexican territory a notice addressed to the shareholders and creditors on the petition made to the competent judge.

Interested parties may oppose this cancellation within a term of sixty calendar days following the notice, before the same judicial authority.

h) To file any legal actions available to determine any pecuniary liabilities, if any, and to determine any other liabilities that may apply in terms of the Law and other applicable provisions.

i) To abstain from purchasing for its benefit or the benefit of third parties, any property of the securities firm under liquidation, without the express agreement of the shareholders’ meeting. In cases of liquidation of securities firms where the Management and Transfer of Properties Agency performs as liquidator, the Federal Government may assign resources to said decentralized organization of the Federal Public Administration, with the exclusive purpose of dealing with the expenses associated to publications and other processes relative to such procedures, when it becomes known that these cannot be dealt with, payable by the equity of the securities firms in question for the lack of liquidity, in which case, it shall be constituted as creditor of the latter.

Article 157. - The Commission shall execute its supervision faculties only in regards to compliance with the procedures established in subparagraph b) of subsection IV of article 156 of this Law. The foregoing, regardless of the powers provided by this legal statute in connection with the offenses set forth in Chapter II of Title XIV of this Law.

Article 158. – The business reorganization of securities firms shall be regulated by the provisions of the Business Reorganization Law, with the following exceptions:

I. The Ministry shall request a securities firm’s business reorganization declaration when there are elements that meet the conditions for the declaration of business reorganization.

II. Once business reorganization have been declared, the Ministry, in defense of the creditors’ interests, may request the procedure to be commenced at the bankruptcy stage or else, the early termination of the conciliation stage, in which case the judge shall declare bankruptcy.

III. The office of conciliator or receiver shall correspond to the person appointed by the Ministry for such purpose, within a maximum term of ten business days. Such appointment may fall on credit institutions, legal entities or individuals that satisfy the qualifications provided in subsection II of article 156 of this Law, or in the Management and Transfer of Properties Agency, which office may be exercised through its personnel or through attorneys-in-fact appointed for such purpose, who shall also comply with the requirements established in subsection II of article 156 of this Law.

IV. Once business reorganization have been declared, whoever is in charge of managing the securities firm shall submit to the approval of the judge, the procedures to be followed to make the delivery or the transfer of its customers’ securities or cash, arising from transactions by the securities firm on account of third parties, as well as the dates scheduled for its application. The judge, before rendering his approval, shall hear the opinion of the Ministry.

V. The Commission shall exercise supervision duties only in regards to compliance with the procedures mentioned in the preceding subsection.

Should the Commission find any default, it shall report it to the judge.

In cases of commercial liquidation of securities firms, where the Management and Transfer of Properties Agency performs as receiver, the Federal Government may assign resources to said decentralized organization of the Federal Public Administration, with the exclusive purpose of dealing with the expenses associated to publications and other processes relative to such procedures, when it becomes known that these cannot be dealt with, payable by the equity of the securities firms in question due to insolvency, in which case, it shall be constituted as creditor of the latter.

Paragraph added FOG 01-10-2014

Section V

On representation offices and subsidiaries of foreign securities firms Part A

On representation offices

Article 159. - The Commission, upon previous approval by its Board of Governors, may authorize the establishment within Mexican territory, of representation offices of foreign securities firms.

Such representation offices shall not perform any trading activities with securities neither on their own account nor on account of third parties. The activities performed by representation offices shall be subject to the general provisions issued by the Ministry.

The Commission, upon previous approval by its Board of Governors, may declare the revocation of the corresponding authorizations when the aforementioned offices fail to abide by the provisions of this article, aside from the application of the penalties established in this Law and in any other legal statutes.

Part B On the Subsidiaries

Article 160. - Subsidiaries, to be organized and operate as such, shall require an authorization to be granted by the Commission, upon previous approval by its Board of Governors. Due to their nature, these authorizations shall be non-transferable.

Any authorizations granted to such subsidiaries, as well as any amendments thereto, shall be published in the Federal Official Gazette at the expense of the interested party.

Article 161. - Subsidiaries shall be governed by the provisions set forth in the corresponding international treaties or agreements; by this Part; by the provisions of this Law applicable to securities firms, and in the general provisions for the establishment of affiliates issued by the Ministry for such purposes.

The Ministry shall have powers to construe, for administrative purposes, the provisions on financial services included in the international treaties or agreements mentioned in the preceding paragraph and to provide the means for their application.

Article 162. - Financial authorities, to the extent of their corresponding competences, shall guarantee compliance with the commitments undertaken on treatment as nationals, if any, by the United Mexican States, according to the terms of any applicable international treaty or agreement.

Subsidiaries may enter into the same transactions as the securities firms, unless an applicable international treaty or agreement provides any limitations thereto.

Article 163. – Foreign financial institutions, to have an interest in the capital stock of a subsidiary, shall make in the country of their incorporation, directly or indirectly, under applicable laws, the same kind of transactions that the corresponding subsidiary is authorized to make in the United Mexican States in accordance with the provisions of this Law and the general provisions mentioned in article 161 of this legal statute.

Subsidiaries in which capital stock an affiliated holding company holds any interest, as provided in the Financial Groups Law and the provisions mentioned in said paragraph, shall be exempted from the provisions established in the preceding paragraph

Article 164. - The authorization request to be organized and to operate as a subsidiary shall comply with the requirements established in this Law and the general provisions to which article 161 thereof refers.

Article 165. - The subsidiaries’ capital stock shall be composed by series "F" shares that shall represent at least fifty-one percent of such capital. Series “F” and “B” shares may compose the remaining forty-nine percent of the capital stock indistinctly or jointly.

Series "F" shares may be acquired only by a holding company subsidiary or, directly or indirectly, by a foreign financial institution, except in the case mentioned in last paragraph of article 163 of this Law, in connection with shares representing the capital stock of the subsidiaries.

Series "F" and "B" shares of the subsidiaries shall be governed by the provisions of this Law established for securities firms series "O" shares. Foreign financial institutions or holding company subsidiaries that hold series "F" shares of a subsidiary shall not be subject to the provisions of articles 119 of this Law, in regards to their series "B" shares holdings.

Paragraph amended FOG 01-10-2014

In any case, in what regards foreign governments, what is set forth in article 120 of this Law shall be applicable.

Paragraph amended FOG 01-10-2014

Article 166. - Series "F" shares representing the capital stock of a subsidiary may only be transferred with the authorization of the Commission upon previous approval by its Board of Governors.

Except when the purchaser is a foreign financial institution, any holding company subsidiary or any subsidiary, to make the aforementioned transfer, it shall be necessary to amend those bylaws of the

subsidiary whose shares are the subject matter of the transaction. The provisions of this Chapter shall be complied with In connection with subsidiaries.

Whenever the purchaser is a foreign financial institution, a holding company subsidiary or a subsidiary, the provisions of subsection I and the last paragraph of article 167 of this Law shall apply.

Article 167. - The Commission, upon previous approval by its Board of Governors, may authoriz e foreign financial institutions, holding company subsidiaries or subsidiaries, the acquisition of shares representing the capital stock of a securities firm, provided they comply with the following requirements:

I. The foreign financial institution, the holding company subsidiary or the subsidiary, if any, shall acquire the shares representing at least fifty-one percent of the capital stock in which case the provisions of article 119 of this Law shall not apply.

II. The bylaws of the securities firm whose shares are the subject matter of a transfer shall be amended to comply with the provisions of this Part.

In the event that the purchasing party is a subsidiary, the securities firm shall merge with the former one. In everything that relates to foreign governments, what is set forth in article 117 of this Law shall be applicable.

Paragraph added FOG 01-10-2014

Article 168. - The board of directors of the subsidiaries shall be composed by a maximum of fifteen directors, out of whom at least twenty-five percent shall be independent directors in accordance with the provisions of article 125 of this Law. For each regular director, an alternate one shall be appointed, provided that the alternate directors of the independent directors shall have the same capacity as the incumbent ones.

The appointment of the members of the board of directors shall be made in a special shareholders’ meeting for each series of shares. The shareholders’ meeting convened with such purpose, as well as those having the purpose of appointing examiners for each series of shares shall apply, as appropriate, the provisions for the general ordinary shareholders’ meeting contained in the Business Associations Law.

Series "F" shareholders representing at least fifty-one percent of the capital stock shall appoint half plus one of the directors and each ten percent of shares of this series which exceeds said percentage, shall be entitled to appoint an additional director. Series "B" shareholders shall appoint the remaining directors. The appointment of the minority directors may only be revoked, when other directors of the same series are also revoked, in which case, they shall not be appointed under such capacity during twelve months following the date of their revocation.

Independent directors shall be appointed in a proportional manner as provided in the preceding paragraphs.

In regards to subsidiaries where at least ninety-nine percent of the titles representing the capital stock are held, directly or indirectly, by a foreign financial institution or a holding company subsidiary, the number of directors may be freely determined.

The majority of the directors and the general directors of subsidiaries shall reside in the Mexican territory, in terms of the provisions of the Federal Tax Code.

Article 169. - The surveillance body of the subsidiaries shall be composed by at least one examiner appointed by series “F” shareholders and by one examiner appointed by series "B" shareholders, in the event such shares exist, as well as their respective alternates.

Article 170. - The Commission, in regards to subsidiaries, shall have all the powers vested on it by this Law concerning securities firms. Whenever any supervising authorities of the foreign financial institution’s country of origin, that holds the shares representing the capital stock of a subsidiary or a holding company subsidiary, as the case may be, wishes to make inspection visits to subsidiaries, such authority must request said visit, subject to the provisions of article 358 of this Law.

Chapter II

Article 171. - The securities firms may carry out the following activities and provide the following services, abiding by the provisions of this Law and any other general provisions issued by the Commission for such purpose:

I. To place securities through public offerings and to provide its services in tender offers. They may also make transactions of overallotment and stabilization with the securities subject to placement.

II. To enter into securities purchase, sale, repurchase and loan transactions, on their own account or on account of third parties, as well as international transactions and international arbitration. III. To act as market makers with regards to securities.

IV. To grant loans or credits for the acquisition of securities with collateral thereof.

V. To act as creditor and debtor before central counterparties of securities and to undertake joint and several obligations in regards to transactions with securities made by other stock exchange intermediaries for purposes of their clearing and settlement before such counterparties, in which they are partners.

VI. To enter into transactions with derivatives, on its own account or on account of third parties. VII. To promote or trade with securities.

VIII. To take any necessary actions to obtain the recognition of the markets and the listing of securities in the international quotation system.

IX. To manage securities portfolios making investment decisions in the name and on account of third parties.

X. To provide financial advisory or securities investment, investment analysis and recommendation services.

XI. To receive deposits of securities and commercial instruments in general, under management or custody, or as collateral on account of third parties.

XII. To act as manager and executor of pledges on securities. XIII. To act as common representative of the holders of securities.