Obligation Unifinancial 9.875% ( USP9485MAC30 ) en USD

Unifinancial

100 % ▲

Mexique

USP9485MAC30 ( en USD )

9.875% par an ( paiement semestriel )

27/01/2029

Prospectus brochure de l'obligation Unifin Financiera USP9485MAC30 en USD 9.875%, échéance 27/01/2029

200 000 USD

400 000 000 USD

P9485MAC3

BB- ( Spéculatif )

N/A

28/07/2026 ( Dans 169 jours )

Unifin Financiera est une société financière mexicaine offrant des services de financement aux petites et moyennes entreprises (PME) et aux particuliers, notamment des prêts, du financement de véhicules et des services de gestion de trésorerie.

Une obligation d'entreprise, identifiée par les codes ISIN USP9485MAC30 et CUSIP P9485MAC3, a été émise par Unifin Financiera, une institution financière mexicaine, cet instrument de dette libellé en dollars américains offrant un taux d'intérêt annuel de 9.875% payable semestriellement, se négociant actuellement au pair sur le marché avec une échéance fixée au 27 janvier 2029, faisant partie d'une émission totale de 400 000 000 USD pour laquelle le montant minimal d'acquisition est de 200 000 USD, et portant une notation de crédit BB- de l'agence Standard & Poor's.

LISTING PARTICULARS

Unifin Financiera, S.A.B. de C.V.
(incorporated under the laws of Mexico)
9.875% Senior Notes due 2029
Unconditionally Guaranteed by
Unifin Credit, S.A. de C.V., SOFOM, E.N.R. and Unifin Autos, S.A. de C.V.
_____________________________________________________________________________________________________________________________________________________
On January 28. 2021, we issued US$400,000,000 aggregate principal amount of our 9.875% Senior Notes due 2029 (the "notes") in transactions exempt from, or not
subject to, the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act") (the "New Money Offering").
On February 4, 2021 and February 19, 2021, we issued an additional US$127,633,000 aggregate principal amount of notes as consideration in an exchange offer
(the "Exchange Offer") exempt from, or not subject to, the registration requirements of the Securities Act, with respect to our 7.000% Senior Notes due 2022 (the "2022 Notes"),
our 7.250% Senior Notes due 2023 (the "2023 Notes") and our 7.000% Senior Notes due 2025 (the "2025 Notes").
The aggregate principal amount of notes outstanding as of the date of these listing particulars is US$527,633,000. The notes issued as part of the New Money
Offering have identical terms (other than issue date), are consolidated, form a single series and are fully fungible with the additional notes issued as consideration in the
Exchange Offer.
We will pay interest on the notes at a fixed rate of 9.875% per year, payable semiannually in arrears on January 28 and July 28 of each year, beginning on July 28,
2021. The notes will mature on January 28, 2029, unless previously redeemed. The notes are unconditionally guaranteed by certain of our subsidiaries. The notes and the
subsidiary guarantees are our and our subsidiary guarantors' senior unsecured obligations (subject to certain statutory preferences under Mexican law, such as tax and labor
obligations). The notes and the subsidiary guarantees rank equally with each other and with all of our and our subsidiary guarantors' respective existing and future senior
unsecured indebtedness. The notes rank effectively junior in right of payment to any of our existing and future secured indebtedness to the extent of the value of the assets
securing such indebtedness and structurally junior to the liabilities of our subsidiaries that are not guarantors of the notes. The notes were issued in registered form in
denominations of US$200,000 and integral multiples of US$1,000 in excess thereof.
We may redeem the notes, in whole or in part, at any time on or after January 28, 2025, at the applicable redemption prices set forth in these listing particulars, plus
Additional Amounts (as defined in the "Description of the Notes") then due, if any, plus accrued and unpaid interest, if any, to the date of redemption. Prior to January 28, 2025,
we may also redeem the notes, in whole or in part, at a redemption price based on a "make-whole" premium, plus Additional Amounts then due, if any, plus accrued and unpaid
interest, if any, to the date of redemption. In addition, at any time on or prior to January 28, 2024, we may redeem up to 35% of the notes at a redemption price equal to
109.875% of their principal amount, plus Additional Amounts then due, if any, plus accrued and unpaid interest, if any, to the date of redemption, using the proceeds of certain
equity sales. Furthermore, if tax laws currently in effect are modified and the change results in higher withholding taxes in respect of payments of interest or amounts deemed
interest on the notes, we may redeem the notes in whole, but not in part, at 100.000% of their principal amount, plus Additional Amounts then due, if any, plus accrued and
unpaid interest, if any, to the date of redemption. There is no sinking fund for the notes. See "Description of the Notes--Optional Redemption." If a change of control
triggering event as described in these listing particulars under the heading "Description of the Notes--Change of Control Triggering Event" occurs, we are required to offer to
purchase the notes from the holders, at a purchase price equal to 101.000% of their principal amount, plus Additional Amounts then due, if any, plus accrued and unpaid interest,
if any, to the date the notes are repurchased.
This document constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectus for securities dated July 16, 2019, as amended. Application
has been made to admit the notes to listing on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF Market of the Luxembourg Stock Exchange.
Investing in the notes involves risks. See "Risk Factors" beginning on page 23 of these listing particulars for a discussion of certain information that you
should consider before investing in the notes.
___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
Issue Price: 100.000% plus accrued interest, if any, from January 28, 2021.
___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
THE NOTES HAVE NOT AND WILL NOT BE REGISTERED WITH THE MEXICAN NATIONAL SECURITIES REGISTRY
(REGISTRO NACIONAL DE VALORES, OR "RNV") MAINTAINED BY THE MEXICAN NATIONAL BANKING AND SECURITIES
COMMISSION (COMISIÓN NACIONAL BANCARIA Y DE VALORES, OR "CNBV") AND, THEREFORE, MAY NOT BE OFFERED OR
SOLD PUBLICLY IN MEXICO OR OTHERWISE BE SUBJECT TO INTERMEDIATION ACTIVITIES IN MEXICO, EXCEPT PURSUANT
TO THE REGISTRATION EXEMPTIONS PROVIDED IN ARTICLE 8 OF THE MEXICAN SECURITIES MARKET LAW (LEY DEL
MERCADO DE VALORES). WE HAVE NOTIFIED THE CNBV OF THE TERMS AND CONDITIONS OF THIS OFFERING OF THE NOTES
OUTSIDE OF MEXICO. SUCH NOTICE WAS SUBMITTED FOR INFORMATIONAL PURPOSES TO THE CNBV TO COMPLY WITH
ARTICLE 7, SECOND PARAGRAPH, OF THE MEXICAN SECURITIES MARKET LAW AND REGULATIONS THEREUNDER. THE
DELIVERY TO, AND RECEIPT BY, THE CNBV OF SUCH NOTICE DOES NOT CONSTITUTE OR IMPLY ANY CERTIFICATION AS TO
THE INVESTMENT QUALITY OF THE NOTES, OUR SOLVENCY, LIQUIDITY OR CREDIT QUALITY OR THE ACCURACY OR
COMPLETENESS OF THE INFORMATION SET FORTH IN THESE LISTING PARTICULARS. THESE LISTING PARTICULARS ARE
SOLELY OUR RESPONSIBILITY AND HAVE NOT BEEN REVIEWED OR AUTHORIZED BY THE CNBV, AND MAY NOT BE
PUBLICLY DISTRIBUTED IN MEXICO. IN MAKING AN INVESTMENT DECISION, ALL INVESTORS, INCLUDING ANY MEXICAN
INVESTOR, WHO MAY ACQUIRE NOTES MUST RELY ON THEIR OWN EXAMINATION OF US AND THE GUARANTORS.
The notes have not been, and will not be, registered under the Securities Act, any state securities laws, or the securities laws of any other jurisdiction and were not
offered or sold in the United States or to U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")), except in transactions exempt from, or not subject
to, the registration requirements of the Securities Act. Accordingly, the notes were offered and sold in the United States only to qualified institutional buyers in compliance
with Rule 144A under the Securities Act ("Rule 144A") and to persons other than U.S. persons outside the United States in compliance with Regulation S. Prospective
purchasers that are qualified institutional buyers are hereby notified that the seller of the notes may be relying on the exemption from the provisions of Section 5 of the
Securities Act provided by Rule 144A. For a description of eligible offerees and certain restrictions on transfer of the notes, see "Transfer Restrictions."
The notes were offered pursuant to an exemption from the requirement to publish a prospectus under Regulation (EU) 2017/1129 (as amended and supplemented
from time to time, the "Prospectus Regulation"), of the European Union, and these listing particulars have not been approved by a competent authority within the meaning of
the Prospectus Regulation. The notes are not intended to be offered, sold, or otherwise made available to and should not be offered, sold, or otherwise made available to any
retail investor in the European Economic Area or the United Kingdom.
Delivery of the notes was made in book-entry form only through the facilities of The Depository Trust Company ("DTC") for the accounts of its direct and indirect
participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, société anonyme, Luxembourg ("Clearstream")
on January 28, 2021.
Global Coordinators and Joint Bookrunners
Barclays
Citigroup
Goldman Sachs & Co. LLC

Joint Bookrunners

BTG Pactual
Santander
Scotiabank
The date of these listing particulars is March 11, 2021.

TABLE OF CONTENTS
Page
NOTICE TO INVESTORS ......................................................................................................................................... ii
AVAILABLE INFORMATION ................................................................................................................................ iv
FORWARD-LOOKING STATEMENTS ................................................................................................................... v
PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION ................................................. viii
SUMMARY ................................................................................................................................................................ 1
THE OFFERING ....................................................................................................................................................... 14
SUMMARY FINANCIAL AND OTHER INFORMATION ................................................................................... 20
RISK FACTORS ....................................................................................................................................................... 23
USE OF PROCEEDS ................................................................................................................................................ 45
CAPITALIZATION .................................................................................................................................................. 46
SELECTED FINANCIAL AND OTHER INFORMATION .................................................................................... 47
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS ................................................................................................................................................. 50
BUSINESS ................................................................................................................................................................ 76
MANAGEMENT ...................................................................................................................................................... 89
SUPERVISION AND REGULATION OF THE MEXICAN FINANCIAL INDUSTRY ....................................... 96
PRINCIPAL SHAREHOLDERS ............................................................................................................................ 101
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ...................................................... 102
DESCRIPTION OF THE NOTES ........................................................................................................................... 103
BOOK-ENTRY, DELIVERY AND FORM............................................................................................................ 153
TAXATION ............................................................................................................................................................ 157
PLAN OF DISTRIBUTION .................................................................................................................................... 162
TRANSFER RESTRICTIONS ................................................................................................................................ 172
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES ....................................................... 174
LISTING AND GENERAL INFORMATION ........................................................................................................ 175
LEGAL MATTERS ................................................................................................................................................ 176
INDEPENDENT AUDITORS ................................................................................................................................ 177
INDEX TO FINANCIAL STATEMENTS .............................................................................................................. F-1

________________
You should rely only on the information contained in these listing particulars. Neither we nor the
initial purchasers have authorized any other person to provide you with information that is different from or
additional to that contained in these listing particulars, and neither we nor the initial purchasers take
responsibility for any other information that others may give you. You should assume that the information in
these listing particulars are accurate only as of the date on the front cover of these listing particulars,
regardless of time of delivery of these listing particulars or any sale of the notes. Our business, financial
condition, results of operations and prospects may change after the date on the front cover of these listing
particulars. These listing particulars may only be used where it is legal to sell the notes. Neither we nor any
of the initial purchasers are making an offer to sell, or seeking offers to buy, the notes in any jurisdiction
where such an offer or sale is not permitted.
Unless otherwise specified or the context requires, references in these listing particulars to "the
Company," "we," "us" and "our" refer to Unifin Financiera, S.A.B. de C.V. and its subsidiaries, and
references to "Unifin" or "the Issuer" refer to Unifin Financiera, S.A.B. de C.V., without its subsidiaries.

NOTICE TO INVESTORS
We are relying on an exemption from registration under the Securities Act for offers and sales of securities
that do not involve a public offering. The notes are subject to restrictions on transferability and resale and may not
be transferred or resold except as permitted under the Securities Act and the applicable U.S. state securities laws
pursuant to registration or exemption therefrom. By purchasing the notes, you will be deemed to have made the
acknowledgments, representations, warranties and agreements described under the heading "Transfer Restrictions"
in these listing particulars. You should be aware that you will be required to bear the financial risks of your
investment for an indefinite period of time.
Neither the CNBV nor the U.S. Securities and Exchange Commission (the "SEC"), nor any state or
foreign securities commission or regulatory authority, has approved or disapproved of the notes nor have any
of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy, adequacy or
completeness of these listing particulars. Any representation to the contrary is a criminal offense.
We have submitted these listing particulars solely to a limited number of qualified institutional buyers in
the United States and to investors outside the United States so they can consider a purchase of the notes. We have
not authorized its use for any other purpose.
These listing particulars are based on information provided by us and by other sources that we believe are
reliable. We cannot assure you that this information is accurate or complete. These listing particulars summarize
certain documents and other information and we refer you to such documents and other information for a more
complete understanding of what we discuss in these listing particulars. In making an investment decision, you must
rely on your own examination of our company and of the terms of this offering and the notes, including the merits
and risks involved.
The initial purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information contained in these listing particulars. Nothing contained in these listing particulars
are, or shall be relied upon as, a promise or representation by the initial purchasers as to the past or future.
Neither we nor the initial purchasers are making any representation to any purchaser of the notes regarding
the legality of an investment in the notes by such purchaser under any legal investment or similar laws or regulations.
You should not consider any information in these listing particulars to be legal, business or tax advice. You should
consult your own attorney, business advisor and tax advisor for legal, business and tax advice regarding any
investment in the notes.
We accept responsibility for the information contained in these listing particulars as well as for the correct
reproduction of third-party information. To the best of our knowledge and belief (and we have taken all reasonable
care to ensure that), the information contained in these listing particulars are in accordance with the facts and does
not omit any material information.
We reserve the right to withdraw this offering of the notes at any time, and we and the initial purchasers
reserve the right to reject any commitment to subscribe for the notes in whole or in part and to allot to any
prospective investor less than the full amount of notes sought by that investor. The initial purchasers and certain
related entities may acquire for their own account a portion of the notes.
You must comply with all applicable laws and regulations in force in your jurisdiction and you must obtain
any consent, approval or permission required by you for the purchase, offer or sale of the notes under the laws and
regulations in force in your jurisdiction to which you are subject or in which you make such purchase, offer or sale,
and neither we nor any of the initial purchasers will have any responsibility therefor.

ii

Notice to Prospective Investors in the European Economic Area
The notes are not intended to be offered, sold, or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes,
a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97
(as amended, the "Insurance Distribution Directive"), where the customer would not qualify as a professional client
as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the notes or otherwise
making them available to retail investors in the EEA, has been prepared and therefore offering or selling the notes or
otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Notice to Prospective Investors in the United Kingdom
The notes are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation
(EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018
("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000
(as amended, the "FSMA") and any rules or regulations made under the FSMA to implement the Insurance
Distribution Directive (EU), where that customer would not qualify as a professional client, as defined in point (8)
of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA.
Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic
law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the notes or otherwise making
them available to retail investors in the UK has been prepared and therefore offering or selling the notes or otherwise
making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
In the United Kingdom, these listing particulars are for distribution only to persons who (i) have
professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) are persons falling within
Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order or (iii) are
persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of
the FSMA) in connection with the issue or sale of any notes may otherwise lawfully be communicated or caused to
be communicated (all such persons together being referred to as "relevant persons"). These listing particulars are
directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.
Any investment or investment activity to which these listing particulars relates is available only to and will be
engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on these
listing particulars or any of its contents.
________________

iii

AVAILABLE INFORMATION
We are not subject to the information requirements of the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act"). To permit compliance with Rule 144A under the Securities Act in connection with
resales of notes, we are required under the indenture pursuant to which the notes are issued (the "Indenture"), upon
the request of a holder of Rule 144A notes or Regulation S notes (during the restricted period, as defined in the
legend included under "Transfer Restrictions"), to furnish to such holder and any prospective purchaser designated
by such holder the information required to be delivered under Rule 144A(d)(4) under the Securities Act, unless we
either furnish information to the SEC in accordance with Rule 12g3-2(b) under the Exchange Act or furnish
information to the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Any such request may be made to us
in writing at our main office located at Presidente Masaryk 111, 5th Floor, Colonia Polanco V Section, Alcaldía
Miguel Hidalgo, 11560, Mexico City, Mexico. For as long as our shares are registered with the RNV and listed with
the Mexican Stock Exchange (Bolsa Mexicana de Valores, S.A.B. de C.V. or "BMV"), we are required periodically
to furnish certain information, including quarterly and annual reports, to the CNBV and to the BMV, which will be
available in Spanish for inspection on the BMV's website at www.bmv.com.mx and on the CNBV's website at
www.gob.mx/cnbv.
The Indenture further requires that we furnish to the Trustee (as defined under "Description of the Notes--
General") all notices of meetings of the holders of notes and other reports and communications that are generally
made available to holders of the notes. See "Description of the Notes."
We will make available to the holders of the notes, at the corporate trust office of the Trustee at no cost,
copies of the Indenture, as well as these listing particulars, including a review of our operations, and copies in
English of our annual audited consolidated financial statements and our quarterly unaudited consolidated financial
statements. A copy of our bylaws, as amended, has been filed with, and can be examined at, the CNBV and the
BMV and is available for review at www.bmv.com.mx. Information will also be available at the office of the
Luxembourg Listing Agent (as defined under "Description of the Notes--General").
Application has been made to admit the notes to listing in the Official List of the Luxembourg Stock
Exchange and to trading on the Euro MTF Market of the Luxembourg Stock Exchange, in accordance with its rules.
These listing particulars forms, in all material respects, the listing memorandum for admission to the Luxembourg
Stock Exchange. We will be required to comply with any undertakings given by us from time to time to the
Luxembourg Stock Exchange in connection with the notes, and to furnish all such information as the rules of the
Luxembourg Stock Exchange may require in connection with the listing of the notes.

iv

FORWARD-LOOKING STATEMENTS
Certain statements contained in these listing particulars relating to our plans, forecasts and expectations
regarding future events, strategies and projections are estimates. Examples of such forward-looking statements
include, but are not limited to (i) statements regarding our results of operations and financial position, (ii) statements
of plans, objectives or goals, including those related to our operations, and (iii) statements of assumptions
underlying such statements. Words such as "may," "might," "will," "would," "shall," "should," "can," "could,"
"believe," "anticipate," "continue," "expect," "estimate," "plan," "intend," "foresee," "seek," "predict," "project," or
"potential," or the negative of these terms, and other similar terms are used in these listing particulars to identify
such forward-looking statements. Forward-looking statements included in these listing particulars are based on our
current expectations and projections related to future events and trends that affect or would affect our business.
Forward-looking statements include risks, uncertainties and assumptions, since these refer to future events
and, therefore, do not represent any guarantee of future results. Therefore, our financial condition, results of
operations, strategies, competitive position and market environment may significantly differ from our estimates, in
view of a number of factors, including, but not limited to:
changes in economic, political, social and other conditions in Mexico, the United States and elsewhere
as a result of the pandemic caused by the coronavirus identified as SARS-CoV-2 that causes the
disease known as COVID-19 ("COVID-19");
the continuous impact of the COVID-19 pandemic and of other pandemics on our business and on our
results of operations, financial situation and cash flows, as well as our ability to timely and efficiently
implement any necessary measures in response to, or to mitigate, the impacts of the COVID-19
pandemic on our business, operations, cash flow, prospects, liquidity and financial conditions
changes in capital markets in general that may affect investment trends in Mexico or with respect to
securities issued by companies in Mexico;
the ability or willingness of our customers to meet their payment obligations;
the monetary, foreign exchange and interest rate policies of the Mexican Central Bank ("Banco de
México");
changes in government policies in Mexico, including in connection with government spending and
permit and license requirements;
high levels of inflation or deflation;
movements in foreign exchange rates;
any increase in competition, including from new market entrants with substantial resources;
our ability to access sources of financing on attractive terms or at all;
any failure or weakness in our operating controls or procedures or in connection with our risk
management policies;
changes in, or failure to comply with, applicable laws and regulations, and the interpretation thereof, or
changes in taxes;
changes in regulations or interpretations thereof, including regulations relating to maximum interest
rates and to terms that may be included in our standard agreements with customers;
any damage to the public's perception of our brands;
changes in consumer spending and saving habits;
changes in the offer of and demand for our products and services;

v

any loss of significant customers;
our ability to implement our strategies for growth or to conduct acquisitions or any consolidations;
our inability to hedge against certain market risks;
loss of any key personnel;
changes in labor relations and regulations, including any increases in labor costs or any labor strikes;
our ability to implement new technologies;
our ability to freely determine the interest rates and premiums that we charge to our customers in our
car and commercial loans;
our level of capitalization, reserves and charge-offs in respect of non-performing loans;
any adverse determinations in respect of the financial services industry or our lending business made
by antitrust or financial authorities;
lawsuits initiated by our creditors, borrowers' groups or Mexican authorities and other potential
litigation, and adverse judicial or administrative decisions in legal proceedings that we are party to or
may become a party to in the future;
inability to timely and duly enforce collateral or guarantees provided by borrowers and/or guarantors;
possible disruptions to commercial activities due to natural and human-induced disasters, such as
weather conditions, terrorist activities, armed conflicts and health epidemics;
actions taken by the Mexican Antitrust Commission (Comisión Federal de Competencia Económica),
the CNBV or the CONDUSEF (as defined below) with respect to our business and the Mexican
financial industry, generally;
the impact of U.S. and Mexican recent and upcoming elections, including recent political events and
social unrest in the U.S. in connection with the results of the presidential elections;
changes to, or withdrawals from, free trade agreements, including the United States Mexico Canada
Agreement ("USMCA"); the implementation of the USMCA; and other changes in international trade
barriers and tariffs;
the imposition of tariffs on Mexican imports by the United States or any other country;
changes in accounting principles and the implementation thereof, which may affect the comparability
of our financial information;
other factors or trends affecting our financial condition and results of operation; and
the factors discussed under "Risk Factors" in these listing particulars.
Therefore, our actual performance may be adversely affected and may significantly differ from the
expectations set forth in these forward-looking statements, which do not represent a guarantee of our future
performance. In view of these uncertainties, you must not rely on the estimates and forward-looking statements
included in these listing particulars to make an investment decision.
Additional factors affecting our business may arise periodically and we cannot predict such factors, nor can
we assess the impact of all these factors on our business or the extent to which such factors or combination of factors
could cause our results to materially differ from those contained in any forward-looking statement. Although we
consider the plans, intentions, expectation, and estimates reflected in, or suggested by, forward-looking statements
included in these listing particulars to be reasonable, we cannot provide any assurance that our plans, intentions,
expectations and estimates will be achieved. Additionally, historical trends in our statements should not be
interpreted as a guarantee that these trends will continue in the future.

vi

Forward-looking statements included herein are made only as of the date of these listing particulars.
Except as required by law, we do not undertake any obligation to update any forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the occurrence of anticipated or unanticipated events or
circumstances.

vii

PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION
Financial Information and Accounting Policies
These listing particulars contain:
(i) our audited consolidated financial statements as of and for the year ended December 31, 2019, together
with the notes thereto (the "Audited Financial Statements"); and
(ii) our condensed unaudited consolidated interim financial statements as of September 30, 2020, and for
the nine-month periods ended September 30, 2019 and 2020, together with the notes thereto (the
"Unaudited Interim Financial Statements" and, together with our Audited Financial Statements, our
"Financial Statements").
Our Audited Financial Statements and our Unaudited Financial Statements are stated in Mexican pesos.
We have prepared our Audited Financial Statements in accordance with International Financial Reporting
Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB"). We have prepared our
Unaudited Interim Financial Statements in accordance with International Accounting Standards 34 "Interim
Financial Reporting" (IAS 34), as issued by the IASB.
On March 21, 2019, at our annual shareholders' meeting, following the approval of our Board of Directors
and the favorable opinion of our Audit and Corporate Practices Committee, our shareholders approved the change of
our corporate regime from a nonregulated multiple-purpose financial company in the form of a publicly traded
variable stock corporation (sociedad anónima bursátil de capital variable, sociedad financiera de objeto múltiple,
entidad no regulada) to a publicly traded variable stock corporation (sociedad anónima bursátil de capital variable).
As a result, we adopted IFRS for the preparation of our financial statements, in lieu of the accounting criteria
established by the CNBV ("Sofom GAAP"). Effective as of January 1, 2019, we started to prepare our financial
statements in accordance with IFRS. Accordingly, our annual consolidated financial statements as of and for the
year ending December 31, 2019 are our first annual financial statements prepared in accordance with IFRS.
First-time Adoption of International Financial Reporting Standards (IFRS 1) has been applied in preparing
our Audited Financial Statements, considering that the previous accounting standards used in the preparation of our
financial statements were Sofom GAAP in effect on and prior to December 31, 2018, and that we have considered
January 1, 2018 as the date of transition to IFRS. Description of the effects of our transition from Sofom GAAP to
IFRS are included in note 19 to our Audited Financial Statements.
Currency Information
Unless otherwise specified, references to "US$," "U.S. dollars" and "dollars" are to the lawful currency of
the United States. References to "Ps.," "Mexican pesos" and "pesos" are to the lawful currency of Mexico.
These listing particulars contain translations of various peso amounts into U.S. dollars at specified rates
solely for the convenience of the reader. These convenience translations should not be construed as representations
that the peso amounts actually represent such U.S. dollar amounts or could be converted into U.S. dollars at the
specified rate or at all. Unless otherwise indicated, U.S. dollar amounts provided in these listing particulars that
have been translated from pesos have been so translated at an exchange rate of Ps.22.36 per U.S. dollar, the
exchange rate published by Banco de México in the Mexican Federal Official Gazette (Diario Oficial de la
Federación) on September 30, 2020.

viii

Rounding Adjustments
We have made rounding adjustments to certain numbers presented in these listing particulars. As a result,
numerical figures presented as totals may not always be the exact arithmetic results of their components. Percentage
figures included in these listing particulars have not in all cases been calculated on the basis of such rounded figures
but on the basis of such amounts prior to rounding. For this reason, certain percentage amounts in these listing
particulars may vary from those obtained by performing the same calculations using the figures in our Financial
Statements included elsewhere in these listing particulars.
Certain Terms Related to Our Loan Portfolio
In these listing particulars, the following terms shall have the meaning set forth below:
"non-performing loans" is defined as past due loans from our leases, factoring and car and commercial
loans business lines for which collection became overdue, calculated from the ninety-first day the
payment under the applicable contract becomes past due, all in accordance with applicable accounting
principles;
"performing loans" is defined as the total amount of leases, factoring and car and commercial loans
that are not past due;
"total indebtedness" is defined as debt securities (long-term and short-term portions) and bank
borrowings and loans from other entities (long-term and short-term portions);
"total loans" is defined as the performing loans and non-performing loans without the effect of the
allowance for expected credit losses of accounts and notes receivable (loan portfolio); and
"total net portfolio" is defined as the total amount of leases, factoring and car and commercial loans,
net of the allowances for loans losses.
Industry and Market Data
Market data and other statistical information (other than in respect of our financial results and performance)
used throughout these listing particulars are based on independent industry publications, government publications,
reports by market research firms or other published independent sources, including the Mexican Association of
Leasing, Credit and Factoring Institutions (Asociación Mexicana de Sociedades Financieras de Arrendamiento,
Crédito y Factoraje, A.C.). Although we believe these sources are reliable, we have not independently verified the
information and cannot guarantee its accuracy or completeness. Information that has been sourced from third parties
has been accurately reproduced and, as far as we are aware and are able to ascertain from information published by
such third parties, no facts have been omitted that would render the reproduced information inaccurate or misleading.
Some data is also based on our estimates, which are derived from our review of internal surveys, as well as
independent sources. You should not place undue reliance on estimates as they are inherently uncertain.

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