Authorization for the Organization and Operation of Nubank, S.A., Multiple Banking Institution

DOF: 23/05/2025

OFFICE LETTER through which authorization is granted for the organization and operation of a multiple banking institution to be named Nubank, S.A., Multiple Banking Institution.

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- Treasury.- Ministry of Finance and Public Credit.- National Banking and Securities Commission.- Vice Presidency of Regulation.- Vice Presidency of Supervision of Groups and Financial Intermediaries A.- Office No.: VN-310/36356/2025.- File: CNBV.3S.1.312 (5603).

SUBJECT: AUTHORIZATION FOR THE ORGANIZATION AND OPERATION OF A MULTIPLE BANKING INSTITUTION TO BE NAMED NUBANK, S.A., MULTIPLE BANKING INSTITUTION.

NU MÉXICO FINANCIERA, S.A. DE C.V.,
POPULAR FINANCIAL COMPANY

NU BN TECNOLOGÍA, S.A. DE C.V.

Boulevard Manuel Ávila Camacho No. 201, Floor 9, Col. Polanco I Section, Alc. Miguel Hidalgo, C.P. 11510, Mexico City.

ATTN.:

LIC. IVÁN CANALES SALDAÑA
LIC JESSICA ROUNTREE BEST
LIC. ROMINA BENVENUTI

Representatives

With writings and information presented on October 18, 2023, May 6, August 16, 19 and 30, 2024, October 18 and November 12, 2024, January 15, February 7 and 10, and March 7, 2025, Mr. Iván Canales Saldaña, on behalf of and representing Nu México Financiera, S.A. de C.V., Popular Financial Company (Nu México Financiera) and Nu Bn Tecnología, S.A. de C.V. (Nu Bn Tecnología), requested from the National Banking and Securities Commission authorization for Nu México Financiera to organize and operate as a newly created multiple banking institution to be named Nubank S.A., Multiple Banking Institution.

The central proposal of the submitted application considers the transformation of Nu México Financiera into a multiple banking institution in accordance with what is provided in the Credit Institutions Law and the General Provisions applicable to credit institutions. According to the proposed corporate scheme, Nu Bn Tecnología, current majority shareholder of Nu México Financiera, will maintain the status of majority shareholder in Nubank, S.A., Multiple Banking Institution, and the company Nu MX, LLC, will act as minority shareholder of that entity.

On this matter, the Board of Directors of this Commission, in a session held on April 15, 2025, based on Article 8 of the Credit Institutions Law, and

CONSIDERING

FIRST. - That the documentation and information presented in connection with the request for authorization for the organization and operation of a multiple banking institution to be named Nubank S.A., Multiple Banking Institution, meets the requirements provided in Articles 9, 10 and 10 Bis of the Credit Institutions Law and in Articles 2, fraction I and 336 of the General Provisions applicable to credit institutions;

SECOND. - That the Bank of Mexico, through office letter OFI002-945 dated January 30, 2025, expressed its favorable opinion for the authorization requested to be granted.

Likewise, the aforementioned Central Institute in the referenced office letter stated, as follows:

" ... this Central Bank expresses its favorable opinion for that Commission to grant the authorization requested.

The foregoing, provided that, prior to the corresponding start of operations as a multiple banking institution, that Commission ensures that: i) the subscribed and paid-in social capital of the aforementioned credit institution is at least $13,295,104,179.00 (thirteen billion two hundred ninety-five million one hundred four thousand one hundred seventy-nine pesos 00/100 national currency), which is the amount of capital resulting based on the most recent information provided by the promoters, considering their base scenario of the financial model that integrates the file of their application, with which full compliance would be given to what is provided in Articles 19 and 50 of the Credit Institutions Law and an adequate level of capital strength would be maintained for the stability and correct functioning of Nubank during the first years under the new legal figure of multiple banking institution, said amount being also the one that the promoters indicate will result from the next capitalization to be carried out on Nu México Financiera, S.A. de C.V., Popular Financial Company, prior to its transformation as a multiple banking institution, and ii) that company proves to have the necessary infrastructure and capacity to receive electronic fund transfers in the bank deposit accounts for money that its clients request to establish in said institution, as well as to carry out operations with the Bank of Mexico. "

THIRD. - That from the analysis of the documentation and information received, it was concluded that, from the legal, financial, operational, information security, operational risk management, information technology, and prevention of operations with proceeds of illicit origin perspectives, it is appropriate to grant the requested authorization.

Therefore, the following agreement was adopted:

AGREEMENT

" THIRD. - The members of the Board of Directors of the National Banking and Securities Commission, based on Article 12, fractions V and XV of the National Banking and Securities Commission Law, in relation to Article 8 of the Credit Institutions Law, unanimously agreed to authorize the organization and operation of a multiple banking institution to be named Nubank, S.A., Multiple Banking Institution, in terms of the proposal presented.

This authorization is subject to the following, in accordance with what is established by Articles 8, third paragraph and 46 Bis of the Credit Institutions Law, and in observance of the requirement formulated by the Bank of Mexico in its office letter number OFI002-945 dated January 30, 2025:

1.
Authorization for the start of operations of Nubank S.A., Multiple Banking Institution is obtained from the National Banking and Securities Commission within the timeframe established in Article 8, third paragraph of the Credit Institutions Law, which will proceed once compliance with the requirements established in Article 46 Bis of the aforementioned legal instrument is accredited;

2.
That prior to the start of operations, the subscribed and paid-in social capital of Nubank, S.A., Multiple Banking Institution, is at least $13,295,104,179.00 (thirteen billion two hundred ninety-five million one hundred four thousand one hundred seventy-nine pesos 00/100 N.M.), and

3.
That prior to the start of operations, Nubank, S.A., Multiple Banking Institution, proves to have the necessary infrastructure and capacity to receive electronic fund transfers in the bank deposit accounts for money that its clients request to establish in said institution, as well as to carry out operations with the Bank of Mexico.

This agreement is adopted without prejudice to the other authorizations and approvals that, in connection with the described act, must be obtained from the National Banking and Securities Commission and other competent authorities, in terms of the applicable provisions, as well as the exercise of the powers attributed to the Commission itself during the organization process of Nubank, S.A., Multiple Banking Institution, in which all applicable conditions and requirements for the start of operations will be fulfilled. "

The entity whose organization and operation is authorized will be subject to the following:

BASES

FIRST. -

The name of the company will be Nubank, S.A., Multiple Banking Institution.

SECOND. -

Its duration will be indefinite.

THIRD. -

Its corporate purpose will include carrying out all activities and providing the services indicated in Article 46 of the Credit Institutions Law.

FOURTH. -

Its corporate domicile will be in Mexico City.

FIFTH. -

The amount of its initial social capital will be $14,205,688,876.00 (fourteen billion two hundred five million six hundred eighty-eight thousand eight hundred seventy-six pesos 00/100 N.M.).

SIXTH. -

The authorization referred to in this office letter is, by its nature, non-transferable.

SEVENTH. -

The institution will be subject to the supervision of the National Banking and Securities Commission.

EIGHTH. -

The banking and credit service that the institution provides by virtue of this authorization, as well as the other operations it carries out, as well as its organization and functioning in general, will be subject, in what is not expressly stated in this office letter, to the Political Constitution of the United Mexican States, to international treaties or agreements, to the Credit Institutions Law, to the rules and general provisions applicable to credit institutions issued by the National Banking and Securities Commission, to the provisions regarding its operations issued by the Bank of Mexico, and to the other current and future norms and provisions issued by any competent authority, including those related to operations with proceeds of illicit origin and terrorism financing, which by their nature are applicable to it.

Furthermore, this Commission, based on Article 8, second paragraph of the Credit Institutions Law and complementarily to the Agreement adopted by the Board of Directors of this Commission in the terms stated above, issues a favorable opinion on the draft bylaws of Nubank, S.A., Multiple Banking Institution, in accordance with the document duly sealed and attached to the present.

The promoters must deliver this Commission, within a period of ninety calendar days counted from the date of notification of this office letter, for its approval, the public instrument in which the respective agreements are recorded for Nu México Financiera to adopt the regime of a multiple banking institution and for the bylaws of Nubank, S.A., Multiple Banking Institution to be approved, as provided in Article 8, second paragraph of the Credit Institutions Law. In any case, the text of this office letter must be attached to the corresponding public instrument or a copy thereof integrated.

This office letter must be published at the expense of the interested parties in the Official Gazette of the Federation and in two widely circulated newspapers of its corporate domicile, in accordance with what is provided in Article 8, last paragraph of the Credit Institutions Law; therefore, based on Article 97 of the Law of the National Banking and Securities Commission, the promoters are required to inform this Commission of the date of the aforementioned publications, within a period of ten business days, counted from the date on which they are carried out, which must be processed within fifteen business days following the date of receipt of the present.

The foregoing is communicated based on Articles 16, antepenultimate paragraph of the Law of the National Banking and Securities Commission; and 9, 14 and 17, in relation to Articles 19, fraction X, 21, fractions I, subsection c), II, III and last paragraph, 44, fractions I and IV and 64 of the Internal Regulations of the National Banking and Securities Commission.

Respectfully,

Mexico City, April 23, 2025.- Vice President of Regulation, Lic. Aurora Cervantes Martínez.- Initials.- Vice President of Supervision of Groups and Financial Intermediaries A, Mstr.
Francisco Javier Vega Rodríguez.- Initials.

(R.- 564554)

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