GRUPO FINANCIERO SANTANDER MÉXICO, S.A.B. DE C.V. ANNUAL ORDINARY AND EXTRAORDINARY SHAREHOLDERS MEETING. APRIL 28, 2017. ITEM I Presentation of the Board of Directors report with respect to the Company s operations during the fiscal year ended on December 31, 2016, including: (i) the Financial Statements under CNBV and IFRS criteria, as of such date, and (ii) the external auditor s report. FIRST.- The report by the Company s Board of Directors submitted in compliance with the provisions of article 172 of the General Business Associations Law, regarding the operations carried out during the fiscal year ended as of December 31, 2016 is deemed as rendered and is approved in all its terms. A copy of such report is enclosed 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 comprised January 1 to December 31, 2016, as submitted to the Meeting and published in the newspaper El Economista of this city, dated January 30, 2017. A copy of the financial statements is enclosed with the minutes prepared for this Meeting. THIRD.- The Financial Statements of Grupo Financiero Santander Mexico, S.A.B. de C.V., prepared in accordance with IFRS rules and criteria, for the fiscal year ended on December 31, 2016, are hereby approved in each and every one of its parts. A request is hereby made that the same be remitted to the Securities and 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, 2016 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 Alternate Secretary and by the Corporation s External Auditor, in the lawful performance of their positions during the fiscal year ended on December 31, 2015, are hereby
approved and ratified, thanking all of them for the services rendered during such fiscal year. ITEM II Proposal and, if applicable, approval with respect to the application of results. SIXTH.- It is agreed that since the Financial Statements approved by this Meeting, report a Net Profit for the fiscal year 2015, for the amount of $15,714,743,055.00 M.N the following allocations be made: a).- From the Net Loss attained in the fiscal year, individually, for the amount of $45,418,265.00 M.N be applied to the account of Results from Previous Years. b).- The Net Profit attained in the fiscal year, by its Subsidiaries, not distributed or allocated for an amount of $15,760,161,320.00 M.N to the account of Results from Previous Years. SEVENTH.- The Shareholders Meeting of Grupo Financiero Santander México, S.A. de C.V., is hereby informed and approves the ratification of the Company s fund for the repurchase of the shares, in accordance with the provisions of article 56 section IV of the Securities Market Law and pursuant to the policies approved by the Company s Board of Directors for the amount of $1,500,000,000.00 M.N. (One billion five hundred million pesos 00/100 national currency) and it is agreed that such fund will come from the account of Results from previous years, which does not exceed the aggregate balance of the Company s net profits, including those withheld. ITEM III The company's CEO and General Director report regarding business operations, corresponding to fiscal year 2016. EIGHTH.- The Shareholders Meeting of Grupo Financiero Santander México, S.A.B. de C.V., hereby approves the report rendered by the Company s CEO and General Director, regarding the business operation for fiscal year 2016, in compliance with the General Law on Business Associations and Law Regulating Financial Groups. A copy of the report shall be included with the file of the minutes prepared for this Meeting. 2
ITEM IV Report with respect to the Opinion issued by the Board of Directors regarding the content of the company's CEO and General Director report. 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 27, 2017. ITEM V Board of Directors report regarding the main accounting and reporting policies and criteria. TENTH.- The Shareholders Meeting of Grupo Financiero Santander México, S.A.B. de C.V., is hereby informed of and approves the document regarding the main accounting and reporting policies and criteria. A copy of such document shall be attached to the file of the minutes prepared for this Meeting. ITEM VI Report regarding performance with the Company s tax obligations in the fiscal year 2015. ELEVENTH.- The Shareholders Meeting of Grupo Financiero Santander México, S.A.B. de C.V., is hereby informed of and approves the report regarding compliance with the Company s tax obligations submitted to the Tax Administration Service in the Alternative Information Exhibits of the Fiscal Opinion corresponding to fiscal year 2015. ITEM VII Report regarding the operations and activities of the Company. TWELFTH.- The Shareholders Meeting is hereby informed of the relevant operations and activities in which Grupo Financiero Santander Mexico, S.A.B. de C.V. participated. 3
ITEM VIII Report of the Board of Directors with respect to the activities developed by the Company s Audit Committee and the Corporate Practices, Appointments and Compensations Committee, during fiscal year 2016. THIRTEENTH.- The Shareholders Meeting of Grupo Financiero Santander Mexico, S.A.B. de C.V., is hereby informed of and approves the Annual Reports of the Audit Committee and the Corporate Practices, Appointments and Compensations Committee, with respect to the Company s activities during fiscal year 2016, thus complying with the provisions of Article 58 of the Law Regulating Financial Groups and the general provisions applicable to securities issuers and other securities market participants. A copy of such documents shall be attached to the file of the minutes prepared for this Meeting. ITEM IX Report on the resignation, appointment and, if applicable, ratification of the regular and alternate members of the Board of Directors for stocks series "F" and "B" of the Share Capital. R E S O LUT I O N FOURTEENTH.- The Stockholders Meeting of Grupo Financiero Santander México, S.A. B. de C.V., acknowledges the composition of the Board of Directors as follows: Non Independent Directors "F" Series Directors Alternate Directors D. Marcos Alejandro Martínez Gavica D. Rodrigo Brand de Lara D. Héctor Blas Grisi Checa D. Vittorio Corbo Lioi D. Rodrigo Echenique Gordillo D. Ángel Rivera Congosto Independent Directors "F" Series D. Guillermo Güemez García D. Juan Gallardo Thurlow D. Joaquín Vargas Guajardo D. Eduardo Carredano Fernández D. Antonio Purón Mier y Terán D. Jesús Federico Reyes Heroles González Garza Independent Directors "B" Series D. Fernando Benjamín Ruíz Sahagún D. Enrique Krauze Kleinbort D. Alberto Torrado Martínez D. Guillermo Francisco Vogel Hinojosa D. Gina Lorenza Diez Barroso Azcárraga 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. 4
ii). That Series F and Series B shareholders fully agree that the Company s Board of Directors is comprised as approved by this Meeting. FIFTEENTH.- It is hereby agreed that Grupo Financiero Santander Mexico, S.A.B. de C.V., shall pay as compensation to each of the Regular and Alternate Independent Directors, the amount of: $86,465.00 M.N (Eighty six thousand four hundred and sixty five pesos 00/100 national currency), minus the applicable Income Tax withholding, for each meeting of the Board of Directors, and if applicable, for each meeting of the Committee to which they attend as members. In addition, the Director acting as President of the meetings of the Committee wherein he participates, shall receive as compensation the amount of $99,435.00 M.N. (Ninety nine thousand four hundred and thirty five pesos 00/100 national currency), minus the applicable Income Tax Withholding. SIXTEENTH.- The Shareholders Meeting of Grupo Financiero Santander Mexico, S.A.B. de C.V., hereby records the Corporation s appreciation to the Non- Independent Regular and Alternate Directors, waiver made to receiving any compensation that might correspond to them in the exercise of their positions. ITEM X Appointment and, if applicable, ratification of the President of the Audit Committee. SEVENTEENTH The Shareholders Meeting of Grupo Financiero Santander Mexico, S.A.B. de C.V., approves the ratification Mr. Fernando Benjamin Ruíz Sahagún, as President of the Audit Comittee. ITEM XI Proposal and, if applicable, approval for the payment of a cash dividend to shareholders of the Company. EIGHTEENTH.- The Shareholders Meeting hereby approves to decree payment of a cash dividend to the Company s Shareholders from the account of Results from Previous Years,, for the amount of $4,234,000,000.00 M.N. which is proposed be distributed on May 2017. 5
NINETEENTH.- It is agreed that such dividend be distributed to the Shareholders in proportion to the number of shares they own, by reason of $ 0.62389531618 M.N., per share. TWENTIETH.- The Shareholders Meeting of Grupo Financiero Santander Mexico, S.A.B. de C.V. authorizes Messrs. Marcos Alejandro Martinez Gavica, Héctor Grisi Checa, Fernando Borja Mujica, Juan Eduardo Llanos Reynoso, and Rocío Erika Bulhosen Aracil, to jointly and individually carry out all the acts necessary to publish the Shareholders Notice in the newspapers El Financiero and El Economista. ITEM XII Proposal and, if applicable, approval to amend the Company s Bylaws. TWENTY FIRST.- The Shareholders Meeting of Grupo Financiero Santander Mexico, S.A.B. de C.V., approves the incorporation as part of the Group as the holding company of Santander Inclusión Financiera, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, E.R. and the amendment the article Second of the Corporate By-Laws, being drafted as follows: 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 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. 6
4. Santander Vivienda, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Santander México. 5. Santander Inclusión Financiera, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada Grupo Financiero Santander México TWENTY SECOND.- The Shareholders Meeting of Grupo Financiero Santander Mexico, S.A.B. de C.V., approves the amendment the article Forty Third of the Corporate By-Laws, being drafted as follows: FORTY THIRD.- For the Board of Directors meetings to be valid, it is required the attendance (or telephone link) of at least fifty one per cent of the members, 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 of Directors meetings and votes casted in favor or against by the Directors and Alternate Directors who reside abroad, and participate in the meetings by telephone link will be valid. 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 and the Securities Market Law, 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. The Board can adopt unanimous resolutions, as long as each and every one of its members agrees. Such resolutions, will have, for all legal effects, the same validation as if they were adopted at a board meeting, as long as they are confirmed in writing The written confirmation shall be send to the Secretary of the Board of Directors or to one of the Alternate Secretaries of the company who will transcribe the unanimous resolutions to the minute s book, and will certify that such resolutions were adopted in accordance to this provision. 7
It is hereby recorded that these Resolutions are is subjected to the suspensive condition that the Corporation attains the corresponding approval by the Ministry of Finance and Public Credit, as well as any other required and necessary approvals. TWENTY THIRD.-.- The Shareholders Meeting of Grupo Financiero Santander México, S.A.B. de C.V., empowers and authorizes Messrs. Marcos Alejandro Martínez Gavica, Héctor Blas Grisi Checa, Fernando Borja Mujica, Juan Eduardo Llanos Reynoso and Rocío Erika Bulhosen Aracil for either of them or the persons they designate to carry out all the necessary acts to implement the resolutions adopted by this Assembly, including without limitation, carrying out any procedures and representations to the Government Authorities and obtain the necessary authorizations, freeing them from any resulting responsibility for the implementation and management of such acts, they are also empowered to carry out the changes that the Authorities require without requiring Assembly approval." TWENTY FOURTH.- According to the article 140 of the General Corporations Law and article 282 of the Securities Market Law, the Company will exchange the stock certificates deposited in the S.D. Indeval Institución para el Depósito de Valores S.A. de C.V., so that they will contain the new by-laws approved previously. ITEM XIII Proposal and, if applicable, approval to amend the Sole Liability Agreement signed by Grupo Financiero Santander México, S.A.B. de C.V., and its financial entities. TWENTY FIFTH.- The Shareholders Meeting of Grupo Financiero Santander Mexico, S.A.B. de C.V., approves that derived from the incorporatin of Santander Inclusión Financiera, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, E.R. as part of the Group, the Sole Liability Agreement shall be amended. A copy of such document shall be attached to the file of the minutes prepared for this Meeting. It is hereby recorded that these Resolutions are is subjected to the suspensive condition that the Corporation attains the corresponding approval by the Ministry of Finance and Public Credit, as well as any other required and necessary approvals. TWENTY SIXTH.- The Shareholders Meeting of Grupo Financiero Santander México, S.A.B. de C.V., empowers and authorizes Messrs. Marcos Alejandro Martínez Gavica, Héctor Blas Grisi Checa, Fernando Borja Mujica, Juan Eduardo Llanos Reynoso and Rocío Erika Bulhosen Aracil for either of them or the persons they designate to carry out all the necessary acts to implement the resolutions adopted by this Assembly, including without limitation, carrying out any procedures and representations to the Government Authorities and obtain the necessary authorizations, freeing them from any resulting responsibility for the implementation 8
and management of such acts, they are also empowered to carry out the changes that the Authorities require without requiring Assembly approval." ITEM XIV Appointment of special representatives to formalize and perform the resolutions adopted by the meeting. TWENTY SEVENTH.- Messrs. Marcos Alejandro Martínez Gavica, Héctor Blas Grisi Checa, Fernando Borja Mujica and Rocío Erika Bulhosen Aracil, are hereby authorized, in their capacity as Special Representatives of this Meeting to on behalf 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 minutes, and if they deem it necessary or advisable, to prepare, execute and file the required notices before any authority. The Secretary and Alternate Secretary of the Company s Board of Directors are hereby authorized to issue simple or certified copies requested of these minutes and, make the necessary entries in the corporate books thereof. *NOTE The percentage of attendance at the Shareholders Meeting was 96.28%. The Shareholders Meeting agreed to leave the voting open until May 15, 2017 having already cast their vote 80.97% of the Shareholders, so that the remaining 15.31% corresponding to the Shareholders of ADRs in the United States, can exercise their vote at the latest on that date 9