Authorization for the Incorporation of Hey Banco, S.A., Multiple Banking Institution, Banregio Financial Group, as a Financial Entity of Banregio Financial Group, S.A. de C.V.

DOF: 27/02/2024

OFFICE through which the incorporation of Hey Banco, S

At the margin, a seal with the National Coat of Arms, which says: United Mexican States.- TREASURY.- Secretariat of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Unit of Banking, Securities and Savings.- Coordination of Banking and Securities.- Office No. UBVA/CBV/374/2023.

BANREGIO FINANCIAL GROUP, S.A. DE C.V.

PRESENT

SERVICIOS BANREGIO, S.A. DE C.V., BANREGIO FINANCIAL GROUP

PRESENT

The Secretariat of Finance and Public Credit, through the Coordination of Banking and Securities attached to the Unit of Banking, Securities and Savings, based on what is established in articles 31, fraction XXXII of the Organic Law of the Federal Public Administration; 15 in relation to 19, last paragraph of the Law to Regulate Financial Groups; and in exercise of the attribution conferred by article 15 A, fraction IX of the Internal Regulations of the Secretariat of Finance and Public Credit, and in attention to the following:

BACKGROUND

I.

Through writings received in this Administrative Unit on July 7, August 4, and October 24, all of 2022, and May 17 and July 12, both of 2023, "Banregio Financial Group, S.A. de C.V." (Banregio GF) and "Servicios Banregio, S.A. de C.V., Banregio Financial Group" (Servicios Banregio), requested authorization and approval from this Secretariat, as appropriate, to carry out the following legal acts:

A.

The incorporation of "Hey Banco, S.A., Multiple Banking Institution, Banregio Financial Group" (Hey Banco) as a financial entity integrated into that financial group, subject to the authorization that, if applicable, is issued by the National Banking and Securities Commission for the organization and operation of Servicios Banregio as a multiple banking institution under the name of Hey Banco.

B.

As a result of the above:

i.

The reform of article seven of the bylaws of Banregio GF, in order to include Hey Banco as an integrated entity of that Financial Group, and

ii.

The modification of the Single Liability Agreement that that Controlling Society has celebrated with the financial entities integrated into the Financial Group, due to the incorporation in question.

II.

Through office UBVA/DGABV/388/2022 of August 17, 2022, and its extensions UBVA/DGABV/532/2022, UBVA/CBV/231/2023, and UBVA/CBV/314/2023 of dates October 24, 2022, and May 22 and July 13, both of 2023, respectively, the Deputy General Directorate of Banking and Securities, currently the Coordination of Banking and Securities attached to the Unit of Banking, Securities and Savings, requested the opinion of the Bank of Mexico;

III.

Through office UBVA/DGABV/389/2022 of August 17, 2022, and its extensions UBVA/DGABV/533/2022, UBVA/CBV/232/2023, and UBVA/CBV/315/2023 of dates October 24, 2022, and May 22 and July 13, both of 2023, respectively, the Deputy General Directorate of Banking and Securities, currently the Coordination of Banking and Securities attached to the Unit of Banking, Securities and Savings, requested the opinion of the National Banking and Securities Commission;

IV.

Through office UBVA/DGABV/390/2022 of August 17, 2022, and its extensions UBVA/DGABV/534/2022, UBVA/CBV/233/2023, and UBVA/CBV/316/2023 of dates October 24, 2022, and May 22 and July 13, both of 2023, respectively, the Deputy General Directorate of Banking and Securities, currently the Coordination of Banking and Securities, requested the opinion of the Deputy General Directorate of Financial Analysis and International Linkage, currently the Coordination of Financial Analysis and International Linkage, both attached to this Administrative Unit; and

CONSIDERING

That the Secretariat of Finance and Public Credit, through the Coordination of Banking and Securities attached to the Unit of Banking, Securities and Savings, in exercise of the attribution conferred by article 15 A, fraction IX, of the Internal Regulations of this Secretariat, is competent to authorize the incorporation of a financial entity into a financial group, in terms of article 15 in relation to 19, last paragraph, of the Law to Regulate Financial Groups;

That through office P220/2023 of July 11, 2023, the National Banking and Securities Commission, through its President, communicated to "Banregio Financial Group, S.A. de C.V." and "Servicios Banregio, S.A. de C.V., Banregio Financial Group" that the members of the Board of Directors of said Commission in a session held on July 7, 2023, approved that the organization and operation of a multiple banking institution to be named "Hey Banco, S.A., Multiple Banking Institution, Banregio Financial Group" be authorized.

That through office OFI002-628 of July 18, 2023, the Bank of Mexico through the Directorates of Authorizations and Regulation and of Authorizations and Central Banking Queries, expressed a favorable opinion in order for this Secretariat to authorize what was requested;

That through office 312-2/94208/2023 of August 3, 2023, the National Banking and Securities Commission through the General Directorates of Authorizations to the Financial System and of Supervision of Groups and Financial Intermediaries E, expressed a favorable opinion in order for this Secretariat to authorize what was requested, in terms of the proposal presented;

That through office UBVA/CAFVI/042/2023 of July 19, 2023, the Coordination of Financial Analysis and International Linkage, attached to the Unit of Banking, Securities and Savings, expressed that from a financial point of view it does not observe any inconvenience to grant the promoters the corresponding authorization;

That the Promoting Societies accredited the total compliance with the requirements established by article 15 of the Law to Regulate Financial Groups, to request authorization from this Secretariat in order to carry out the incorporation described in subsection A of Background I of this office, which were added to the respective file; and

That once the analysis of the documentation presented by the promoting societies has been carried out, in compliance with article 15 of the Law to Regulate Financial Groups and having obtained the opinions of the consulted bodies, in terms of the proposal presented, there are no legal, accounting, financial, or operational impediments regarding the feasibility of the incorporation described in subsection A of Background I of this office; therefore, it deems it appropriate to issue the following:

RESOLUTION

FIRST.-

The incorporation of "Hey Banco, S.A., Multiple Banking Institution, Banregio Financial Group" as a financial entity integrated into "Banregio Financial Group, S.A. de C.V." is authorized, in accordance with the terms provided in the respective projects of: (i) Minutes of the Extraordinary General Shareholders' Meeting of "Banregio Financial Group, S.A. de C.V." and (ii) Unanimous Resolutions Adopted Outside of Meeting by the shareholders of "Servicios Banregio, S.A. de C.V., Banregio Financial Group", subject to the conditions established in Resolutive FOURTH of this office.

SECOND.-

"Banregio Financial Group, S.A. de C.V." must present to this Administrative Unit, within forty business days following the date on which they are recorded before a public notary, the following instruments, the content of which must be consistent with the terms in which the respective projects were presented to this Secretariat:

i)

Certified copy of the First Testimony of the public deed in which the protocolization of the Minutes of the Extraordinary General Shareholders' Meeting of "Banregio Financial Group, S.A. de C.V." is recorded, in which the incorporation of "Hey Banco, S.A., Multiple Banking Institution, Banregio Financial Group" as a financial entity integrated into that Financial Group is agreed.

ii)

Certified copy of the First Testimony of the public deed in which the protocolization of the Unanimous Resolutions Adopted Outside of Meeting by the Shareholders of "Servicios Banregio, S.A. de C.V., Banregio Financial Group" is recorded, in which, among others, the adoption of the regime of a multiple banking institution under the name of "Hey Banco, S.A., Multiple Banking Institution, Banregio Financial Group" and its incorporation into that Financial Group, as a financial entity integrated into it, is agreed.

THIRD.-

"Banregio Financial Group, S.A. de C.V." must present to this Administrative Unit, within the deadline granted in the preceding Resolutive SECOND, a simple copy of the certificates of entry into the Public Commerce Registry, of the public deeds indicated in subsections i) and ii) of the cited Resolutive SECOND, understanding that, with respect to the reform of the bylaws of the Controlling Society, as well as the modification of the Single Liability Agreement that that Controlling Society has celebrated with the financial entities integrated into the financial group, their registration shall proceed once the approval of this Secretariat is obtained.

Likewise, "Banregio Financial Group, S.A. de C.V." must send to this Unit of Banking, Securities and Savings, a simple copy of the documentation in which the date and other data related to the respective registrations are recorded, within a period of ten business days following the date on which they are obtained.

FOURTH.-

The authorization referred to in Resolutive FIRST of this office is subject to the following resolutive conditions:

a)

That the respective Extraordinary General Shareholders' Meeting of "Banregio Financial Group, S.A. de C.V." and Unanimous Resolutions Adopted Outside of Meeting by the Shareholders of "Servicios Banregio, S.A. de C.V., Banregio Financial Group", agree on the incorporation of "Hey Banco, S.A., Multiple Banking Institution, Banregio Financial Group", in terms different from the proposal presented to this Secretariat; or

b)

That for reasons attributable to "Banregio Financial Group, S.A. de C.V.", the public deeds indicated in subsections i) and ii) of Resolutive SECOND of this office are not submitted to the Public Commerce Registry for registration, within the period referred to in the same.

FIFTH.-

The incorporation authorized in this office shall take effect from the date on which this authorization and the public instruments in which the respective incorporation agreements are recorded are registered in the corresponding Public Commerce Registry, in accordance with what is established in article 19, first paragraph, of the Law to Regulate Financial Groups, and must inform this Secretariat about the date and other data related to said registration, within a period of ten business days counted from the date on which it has been verified.

SIXTH.-

This authorization and the respective incorporation agreements must be published in the Official Gazette of the Federation in terms of what is established in the second paragraph of article 19 of the Law to Regulate Financial Groups, at the expense of "Banregio Financial Group, S.A. de C.V."

The carrying out of said publications must be notified to this Administrative Unit, attaching a copy of the documentation that accredits it, within five business days following the date on which said publications are verified.

SEVENTH.-

In order for this Unit of Banking, Securities and Savings to be able to approve the modification of Article Seventh of the bylaws of "Banregio Financial Group, S.A. de C.V.", as well as the Single Liability Agreement that that Controlling Society has celebrated with the financial entities integrated into the financial group, it communicates that prior to their registration, it must send, within twenty business days following the date on which they are carried out and in the terms of the projects presented, the following:

A.

First Testimony and two simple copies of the public deed in which the protocolization of the Minutes of the Extraordinary General Shareholders' Meeting of "Banregio Financial Group, S.A. de C.V." is recorded, in which the modification of Article Seventh of its bylaws and the Single Liability Agreement is agreed, in order to contemplate "Hey Banco, S.A., Multiple Banking Institution, Banregio Financial Group", as a financial entity integrated into that Financial Group; and

B.

First Testimony and two simple copies of the public deed in which the protocolization of the Modification Agreement to the Single Liability Agreement is recorded, in order to contemplate the incorporation in question.

EIGHTH.-

In terms of what is established in the Twenty-Fourth of the General Provisions for the Registration of Financial Service Providers, "Banregio Financial Group, S.A. de C.V." must inform through the Portal of the Registration of Financial Service Providers (SIPRES) in charge of the National Commission for the Protection and Defense of Users of Financial Services (CONDUSEF), the incorporation authorized in Resolutive FIRST of this office.

This authorization is issued based on the information and documentation provided by the promoters and is limited exclusively to the acts and operations that, in accordance with the applicable provisions, it is competent for the Secretariat of Finance and Public Credit, through its Unit of Banking, Securities and Savings, to resolve, and does not prejudge the tax implications of the operations subject to this authorization, nor the carrying out of any corporate act that the involved societies carry out, which implies prior authorization or approval from financial, tax, or any other authorities, in terms of the current regulations. Likewise, it does not validate acts or operations that are carried out in contravention to the laws or regulations emanating from them.

Without further particular, I take the opportunity to send you a cordial greeting.

Sincerely

Mexico City, August 15, 2023. - The Coordinator, Ángel Cabrera Mendoza.- Rubric.

(R.- 548607)

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