GRUPO FINANCIERO SANTANDER MÉXICO, S.A. B. DE C.V.,
RESOLUTIONS GENERAL ORDINARY SHAREHOLDERS’ MEETING. APRIL 25, 2014 |
Presentation of the Board of Directors’ report with respect to the Company’s performance, during the fiscal year ended on December 31, 2013, including: (i) the Financial Statements under CNBV and IFRS criteria, to such date, and (ii) the external auditor’s report.
R E S O L U T I O N S
FIRST.- "The report by the Company’s Board of Directors to the Meeting submitted in compliance with the provisions of Article 172 of the General Corporation and Partnership Law, in respect to the transactions carried out during the fiscal year ended on December 31, 2013 is deemed as filed and is approved under all its terms. A copy of such report shall be included with the minutes prepared for this Meeting."
SECOND.- "The Company’s and its subsidiaries’ consolidated Financial Statements under CNBV criteria are hereby submitted and approved in each and every one of its parts, for the fiscal year comprising January 1 to December 31, 2013, as submitted before the Meeting and published in the newspaper “El Economista” of this city, on January 31, 2014. A copy of such report shall be included with the minutes prepared for this Meeting."
THIRD.- “The Financial Statements of Grupo Financiero Santander México, S.A.B. de C.V., prepared in accordance with IFRS rules and criteria, for the fiscal year ended on December 31, 2013 are hereby submitted and approved in each and every one of its parts. A request is hereby made that the same be remitted to the Securities Exchange Commission (SEC) and the New York Stock Exchange (NYSE).”
FOURTH.- "The report filed by the External Auditor, in connection with the Company’s Financial Statements, for the fiscal year ended on December 31, 2013 is hereby submitted and approved in each and every one of its parts. A copy of such report shall be included with the file of the minutes prepared for this Meeting."
FIFTH.- "Each and every one of the proceedings and acts carried out by the Board of Directors, by the CEO and General Director, by the Secretary, by the Assistant Secretary and by the Company’s External Auditor, in the lawful performance of their positions during the fiscal year ended on December 31, 2013, are hereby approved and ratified, thanking all of them for the services rendered during such fiscal year.”
ITEM II
Proposal and, as applicable, approval with respect to the allocation of profits.
R E S O L U T I O N S
SIXTH.- "It is agreed that since the Financial Statements approved by this Meeting, report a “Net Profit” in fiscal year 2013, for the amount of $20,876,205,753.00 MXN (Twenty billion eight hundred seventy six million two hundred five thousand seven hundred fifty three pesos 00/100 Mexican currency) the following allocations be made:
a).- Of the “Net Profit” attained individually in the fiscal year, the amount of $93,215,746.00 MXN (Ninety three million two hundred fifteen thousand seven hundred forty six pesos 00/100 Mexican currency) equivalent to 5% of the results, to the account of “Legal Reserve”;
b).- The remaining the “Net Profit” attained in the fiscal year, for the amount of $1,771,099,171.00 MXN (One billion seven hundred seventy one million ninety nine thousand one hundred seventy one pesos 00/100 Mexican currency) shall be allocated to the account of “Retained earnings”.
c).- The “Net Profit” attained in the fiscal year, by its Subsidiaries, not distributed or allocated for an amount of $19,011,890,836.00 MXN (Nineteen billion eleven million eight hundred ninety thousand eight hundred thirty six pesos 00/100 Mexican currency) to the account of “Retained earnings”.”
SEVENTH.- “The Shareholders’ Meeting of Grupo Financiero Santander México, S.A. B. de C.V., acknowledges and approves the ratification of the Company’s fund for the repurchase of shares, in accordance with the provisions set forth in Article 56 section IV of the Securities Market Law and under the policies approved by the Company’s Board of Directors for the amount of $1,500,000,000.00 MXN (One billion five hundred million pesos 00/100 Mexican currency) and it is agreed that such fund comes from the account of “Retained earnings”, which does not exceed the total balance of the Company’s net profits, including retained profits”.
ITEM III
Company’s CEO and General Director report on the business status, corresponding to fiscal year 2013
R E S O L U T I O N
EIGHTH.- "The Shareholders’ Meeting of Grupo Financiero Santander México, S.A. B. de C.V., approves the report rendered by the Company’s CEO and General Director, on the business performance for fiscal year 2013, in compliance with the provisions of the Securities Market Law. A copy of the report shall be included with the file of the minutes prepared for this meeting.”
Report in respect to the Opinion issued by the Board of Directors on the content of the Company’s CEO and General Director report.
R E S O L U T I O N
NINTH.- “The Shareholders’ Meeting is hereby informed of the Opinion issued by the Board of Directors regarding the content of the report rendered by the Company’s CEO and General Director in its meeting held on April 24, 2014.”
Board of Directors’ report on the main accounting and information policies and criteria.
R E S O L U T I O N
TENTH.- “The Shareholders’ Meeting of Grupo Financiero Santander México, S.A. B. de C.V., is hereby informed of and approves the document containing the main accounting and information policies and criteria. A copy of such document shall be attached to the file of the minutes prepared for this Meeting.”
ITEM VI
Report in respect to the compliance with the tax obligations to be discharged by the Company in fiscal year 2012.
R E S O L U T I O N
ELEVENTH.- “The Shareholders’ Meeting of Grupo Financiero Santander México, S.A. B. de C.V., is hereby informed of and approves the report regarding the compliance with the Company’s tax obligations submitted to the Tax Administration Service in the Alternative Information Annexes to the Tax Report corresponding to fiscal year 2012.”
ITEM VII
Report on the transactions and activities in which the Company participated.
R E S O L U T I O N
TWELFTH.- “The Shareholders’ Meeting is hereby informed of the relevant transactions and activities in which Grupo Financiero Santander México, S.A. B. de C.V. participated.”
Board of Directors’ report with respect to the activities developed by the Company’s Audit Committee and the Corporate Practices, Nominations and Compensations Committee, during fiscal year 2013.
R E S O L U T I O N
THIRTEENTH.-“The Shareholders’ Meeting of Grupo Financiero Santander México, S.A. B. de C.V., is hereby informed of and approves the Annual Reports of the Audit Committee and of the Corporate Practices, Nominations and Compensations Committee, with respect to the Company’s activities during fiscal year 2013. A copy of such documents shall be attached to the file of the minutes prepared for this Meeting.”
ITEM IX
Resignation and appointment of the Chairman of the Company’s Corporate Practices, Nominations and Compensations Committee.
R E S O L U T I O N S
FOURTEENTH.- “The Shareholders’ Meeting of Grupo Financiero Santander México, S.A.B. de C.V. accepts the resignation of Mr. Alberto Felipe Mulas Alonso as Chairman of the Corporate Practices, Nominations and Compensations Committee, recording the appreciation for his services rendered to the Company, ratifying all actions and proceedings carried out and releasing him form any liability in the performance of his position.”
FIFTEENTH.- “The appointment of Mr. Antonio Puron Miér y Terán as Chairman of the Corporate Practices, Nominations and Compensations Committee is hereby approved and it is recorded that the same was approved by the Board of Directors in its meeting held on January 23, 2014, ratifying his performance as of such date.”
ITEM X
Appointment and, as the case may be, ratification of the Regular and Alternate members of the Board of Directors, corresponding to Series “F” and “B” shares representing the capital stock. Determination of compensations thereto.
R E S O L U T I O N S
SIXTEENTH.- “The Shareholders’ Meeting of Grupo Financiero Santander México, S.A. B. de C.V., agrees to the ratification of each person indicated below to the positions mentioned below such that the Board of Directors shall be comprised as follows:
| Series “F” Non Independent Directors |
| D. Carlos Gómez y Gómez | Chairman of the Board |
| D. Marcos Alejandro Martínez Gavica | Regular Director |
| D. Carlos Fernández González | Regular Director |
| D. Rodrigo Brand de Lara | Regular Director |
| D. Francisco Javier Hidalgo Blazquez | Alternate Director |
| D. Pedro José Moreno Cantalejo | Alternate Director |
| D. Eduardo Fernández García-Travesí | Alternate Director |
| Series “F” Independent Directors |
| D. Guillermo Güemez García | Regular Director |
| D. Joaquín Vargas Guajardo | Regular Director |
| D. Juan Gallardo Thurlow | Regular Director |
| D. Vittorio Corbo Lioi | Regular Director |
| D. Eduardo Carredano Fernández | Alternate Director |
D. Jesús Federico Reyes Heroles González Garza | Alternate Director |
| Series “B” Independent Directors |
| D. Fernando Solana Morales | Regular Director |
| D. Fernando Ruíz Sahagún | Regular Director |
| D. Alberto Torrado Martínez | Regular Director |
| D. Gina Lorenza Diez Barroso Azcárraga | Regular Director |
| D. Enrique Krauze Kleinbort | Alternate Director |
| D. Antonio Purón Mier y Terán | Alternate Director |
It is hereby recorded that any of the Alternate Directors may substitute in the case of absences of the Regular Directors, it being understood that the alternate directors of the independent directors shall have this same nature.”
Likewise, it is expressly recorded:
| i). | That the persons appointed and ratified, have expressed their acceptance to such positions in accordance with the preceding resolutions. |
| ii). | That Series “F” and Series “B” shareholders fully agree that the Company’s Board of Directors is comprised as approved by this Meeting.” |
SEVENTEENTH.- “It is agreed that Grupo Financiero Santander México, S.A. B. de C.V. shall pay as compensation to each of the Regular and Alternate Independent Directors, the amount of:
| Ø | For each meeting of the Board of Directors and, as applicable, for each meeting of the Committee to which they attend as members, the amount of $84,662.00 MXN (Eighty four thousand six hundred sixty two pesos 00/100 Mexican currency) shall be paid as remuneration, minus the withholding of the corresponding Income Tax. |
| Ø | In addition, the Director acting as Chairman in the meeting of the Committee wherein he participates, shall receive as remuneration the amount of $97,361.00 MXN (Ninety seven thousand three hundred sixty one pesos 00/100 Mexican currency), minus the withholding of the corresponding Income Tax.” |
EIGHTEENTH.- “The Shareholders’ Meeting of Grupo Financiero Santander México, S.A. B. de C.V. hereby records the Company’s appreciation to the Regular and Alternate Non Independent Directors, waiver made to receive any remuneration that might correspond to them in the exercise of their positions.”
ITEM XI
Appointment of special delegates to formalize and comply with the resolutions adopted at the meeting.
R E S O L U T I O N
NINETEENTH.- “Messrs. Carlos Gómez y Gómez, Marcos Martínez Gavica, Alfredo Acevedo Rivas, Eduardo Fernández García-Travesí and Rocío Erika Bulhosen Aracil are hereby appointed as this Meeting’s Special Delegates, so that on behalf of and in representation of the Company, individually any of them may appear before the Notary Public of their choice to formalize all or part of this Meeting’s minute, if they deem it necessary or advisable, to prepare, execute and file the notices required before any authority.
The Secretary and the Assistant Secretary of the Company’s Board of Directors are hereby authorized to issue simple or certified copies requested for the foregoing and to make any necessary entries in the corporate books thereof."
GRUPO FINANCIERO SANTANDER MÉXICO, S.A. B. DE C.V.,
Appointment and, as the case may be, ratification of the members of the Company’s Board of Directors, representing Series “B” shares, representing the Company’s capital stock.
Likewise, it is hereby recorded that any of the Alternate Directors may substitute in the case of absences of the Regular Directors.”
Appointment of special delegates to formalize and comply with the resolutions adopted at the Meeting.
Likewise, the Secretary and the Assistant Secretary of the Company’s Board of Directors are hereby authorized to issue simple or certified copies requested for the foregoing.”
