Financiera Independencia, S.A.B. de C.V.
Sociedad Financiera de Objeto Múltiple, Entidad No Regulada

January 24, 2023

To the beneficial owners, or representatives acting on behalf of the beneficial owners, of the 8.000% Senior Notes due 2024 (CUSIP No. P4173S AF1 / 31770B AC2; ISIN No. USP4173SAF13 / US31770BAC28) issued by Financiera Independencia, S.A.B. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad No Regulada (the “Company”).

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We are undertaking certain transactions with respect to the above reference securities (the “Existing Notes”). If you are a beneficial owner, or a representative acting on behalf of a beneficial owner, of the Existing Notes that is an Eligible Holder (as described below), please complete the attached Eligibility Letter and return it to D.F. King & Co., Inc. at the address set forth in the Eligibility Letter. If you are a beneficial owner, or a representative acting on behalf of a beneficial owner, of the Existing Notes that is not an Eligible Holder, please do not take any action at this time.

An “Eligible Holder” is a beneficial owner that certifies that it is a person that is outside of the “United States” and is (i) not a “U.S. person,” as those terms are defined in Rule 902 under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and (ii) a “non-U.S. qualified offeree.” The definitions of “United States,” “U.S. person” and “non-U.S. qualified offeree” are set forth in Annex A.


RESPONSES MUST BE RECEIVED NO LATER THAN 9:00 A.M., NEW YORK CITY TIME, ON February 17, 2023.

This letter neither is an offer nor a solicitation of an offer with respect to the Existing Notes nor creates any obligations whatsoever on the part of the Company or any of its subsidiaries to make any offer or on the part of the recipient to participate if an offer is made.

COMPLETED FORMS MUST BE FAXED TO THE ATTENTION OF D.F. KING & CO., INC., THE INFORMATION AGENT, AT (212) 709-3328. You may direct any questions about the eligibility process to D.F. King & Co., Inc., Attention: Michael Horthman, at 48 Wall Street, 22nd Floor, New York, New York 10005, telephone: (877) 478-5040 (toll free) or (212) 269-5550 (collect).

I am an "Eligible Holder"

I am not an "Eligible Holder"


ANNEX A

“U.S. person” means:

(a) natural person resident in the United States;

(b) partnership or corporation organized or incorporated under the laws of the United States;

(c) estate of which any executor or administrator is a U.S. person;

(d)  trust of which any trustee is a U.S. person;

(e) agency or branch of a foreign entity located in the United States;

(f) non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

(g) discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

(h) partnership or corporation if:

(i) organized or incorporated under the laws of any foreign jurisdiction; and

(ii) formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

The following are not deemed “U.S. persons”:

(a) any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;

(b) any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:

(i) an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and

(ii) the estate is governed by foreign law;

(c) any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;

(d) an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;

(e) any agency or branch of a U.S. person located outside the United States if:

(a) The agency or branch operates for valid business reasons; and

(b) The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and

(f) the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations and their agencies, affiliates and pension plans and any other similar international organizations, their agencies, affiliates and pension plans.

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“United States” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

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“Non-U.S. qualified offeree” means:

(1)  In relation to each Member State of the European Economic Area (the “EEA”), a person

(a) that is a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”); and

(b) that is not a retail investor. 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 that 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 the PRIIPs Regulation for offering securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

(2)  In relation to an investor in the United Kingdom (“UK”), a person:

(a) that is a qualified investor as defined in Regulation (EU) 2017/1129 (the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) (the “UK Prospectus Regulation”);

(b) (i) having 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”), or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated; and

(c) that is not a retail investor in the United Kingdom. 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 EUWA; or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, 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 1286/2014as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

(3)  In relation to an investor located in Mexico, persons who are institutional or, at least, basic qualified investors. For these purposes, (i) an institutional investor in Mexico is a person that pursuant to Mexican federal law has such capacity or is a financial entity, including when acting as trustees under trusts that pursuant to Mexican laws are considered as institutional investors, and (ii) a basic qualified investor is a person that, as of the date of determination, (i) held in average investments in securities for an amount equal to or greater than 1,500,000 Mexican investment units during the last 12 months, or (ii) obtained gross annual income equal to or greater than 500,000 Mexican investment units during each of the last two years.

(4)  Any entity outside the United States, the UK and the EEA to whom the offer related to the New Notes may be made in compliance with all other applicable laws and regulations of any applicable jurisdiction.