Authorization of the merger of Banco Mercantil del Norte, S.A., Multiple Banking Institution, Banorte Financial Group, as the surviving merging entity, with Inmobiliaria Interdiseño, S.A. de C.V., Inmobiliaria Mobinter, S.A. de C.V., Inmobiliaria Interorbe, S.A. de C.V., and Inmobiliaria Interin, S.A. de C.V., as the extinguished merged entities

DOF: 01/12/2020

OFFICE LETTER authorizing the merger of Banco Mercantil del Norte, S

A national seal appears on the margin, stating: United Mexican States.- TREASURY.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Unit of Banking, Securities and Savings.- Office No. UBVA/065/2020.

BANORTE FINANCIAL GROUP, S.A.B. DE C.V.

HEREBY

This Ministry of Finance and Public Credit, through the Unit of Banking, Securities and Savings, based on the provisions of articles 31, fraction XXXII of the Organic Law of the Federal Public Administration; 17 in relation to 19, first and last paragraphs, of the Law to Regulate Financial Groups; in exercise of the attribution conferred by article 27, fraction XII of the Internal Regulations of the Ministry of Finance and Public Credit, and in attention to the following:

BACKGROUND

I.

Through writings received in this Administrative Unit on July 29, October 23, and December 19, all of 2019, as well as February 7 and March 5, 2020, "Banorte Financial Group, S.A.B. de C.V.", "Banco Mercantil del Norte, S.A., Multiple Banking Institution, Banorte Financial Group", "Inmobiliaria Interdiseño, S.A. de C.V.", "Inmobiliaria Mobinter, S.A. de C.V.", "Inmobiliaria Interorbe, S.A. de C.V." and "Inmobiliaria Interin, S.A. de C.V.", requested authorization from this Ministry to carry out the merger of the aforementioned multiple banking institution, in its capacity as the surviving merging entity, with the aforementioned real estate companies in their capacity as merged entities that will be extinguished.

This is due to the corporate restructuring that "Banorte Financial Group, S.A.B. de C.V." intends to implement in order to simplify its structure.

II.

Through various office letters UBVA/DGABV/417/2019 and UBVA/DGABV/418/2019, dated August 5, 2019, UBVA/DGABV/674/2019 and UBVA/DGABV/675/2019 dated October 25, 2019, as well as UBVA/DGABV/858/2019 of December 19, 2019, UBVA/DGABV/078/2020 of February 12, 2020 and UBVA/DGABV/176/2020 of March 13, 2020, the Deputy General Directorate of Banking and Securities, attached to this Administrative Unit, in exercise of the attribution conferred by article 28, fraction XXII of the Internal Regulations of this Ministry and based on the provisions of articles 17, in relation to 19, last paragraph, of the Law to Regulate Financial Groups, requested the opinions of the Bank of Mexico and the National Banking and Securities Commission; and

CONSIDERING

That through office letter OFI002-133 dated December 2, 2019, the Departments of Authorizations and Regulation and of Authorizations and Central Banking Inquiries of the Bank of Mexico expressed a favorable opinion so that this Ministry authorizes what was requested.

That through office letter 312-2/0129/2020 of March 31, 2020, the General Directorate of Authorizations to the Financial System, the Deputy General Director of Groups and Financial Intermediaries A1 and the Deputy General Director of Groups and Financial Intermediaries A2, all of them from the National Banking and Securities Commission, expressed a favorable opinion so that this Ministry authorizes what was requested in terms of the proposal presented.

That through office letter UBVA/DGAAFVI/024/2020 of March 30, 2020, the Deputy General Directorate of Financial Analysis and International Linkage attached to this Unit of Banking, Securities and Savings, stated that from a financial point of view, it issues a favorable opinion to grant the applicant the corresponding authorization.

That the applicant companies demonstrated full compliance with the requirements established by article 17 of the Law to Regulate Financial Groups, to request authorization from this Ministry in order to carry out the legal act described in Background I of this office letter, which were added to the respective file;

That once the analysis of the documentation presented by the applicants in compliance with the provisions of article 17 of the Law to Regulate Financial Groups has been carried out and the opinions of the consulted bodies have been heard, in terms of the proposal presented, there are no legal, accounting, financial or operational impediments regarding the feasibility of the merger in question; and

That the request for authorization for the merger of "Banco Mercantil del Norte, S.A., Multiple Banking Institution, Banorte Financial Group", in its capacity as the surviving merging entity with "Inmobiliaria Interdiseño, S.A. de C.V.", "Inmobiliaria Mobinter, S.A. de C.V.", "Inmobiliaria Interorbe, S.A. de C.V." and "Inmobiliaria Interin, S.A. de C.V." as merged entities that will be extinguished, referred to in BACKGROUND I of this office letter, complies with the applicable legal and administrative provisions for the authorization procedures for the merger of a financial entity that is part of a Financial Group with any company;

It issues the following:

RESOLUTION

FIRST.-

The merger of "Banco Mercantil del Norte, S.A., Multiple Banking Institution, Banorte Financial Group", in its capacity as the surviving merging entity, with the companies "Inmobiliaria Interdiseño, S.A. de C.V.", "Inmobiliaria Mobinter, S.A. de C.V.", "Inmobiliaria Interorbe, S.A. de C.V." and "Inmobiliaria Interin, S.A. de C.V.", all of them in their capacity as merged entities that will be extinguished, is authorized, in accordance with the terms provided in the respective drafts of the Minutes of the Extraordinary General Meeting of Shareholders, and of the Agreement and Merger Program presented to this Administrative Unit; subject to the condition provided for in the resolutive THIRD of this office letter.

In accordance with the penultimate paragraph of article 17 of the Law to Regulate Financial Groups, "Banco Mercantil del Norte, S.A., Multiple Banking Institution, Banorte Financial Group" is obligated and must continue with the merger procedures, and from the moment the merger has been agreed upon, it will assume the obligations of each of the merged companies.

SECOND.-

"Banco Mercantil del Norte, S.A., Multiple Banking Institution, Banorte Financial Group" must present to this Administrative Unit, within the ninety business days following the date on which they are recorded before a public notary in terms of the proposal presented, the following instruments:

A.

Certified copy of the First Testimony of the public deed in which the protocolization of the Minutes of the Extraordinary General Meeting of Shareholders of "Banco Mercantil del Norte, S.A., Multiple Banking Institution, Banorte Financial Group" is recorded, in which its merger as the merging entity of the companies "Inmobiliaria Interdiseño, S.A. de C.V.", "Inmobiliaria Mobinter, S.A. de C.V.", "Inmobiliaria Interorbe, S.A. de C.V." and "Inmobiliaria Interin, S.A. de C.V.", which are extinguished, is agreed.

B.

Certified copy of the First Testimony of the public deeds in which the protocolization of the respective Minutes resulting from the Extraordinary General Meetings of Shareholders of "Inmobiliaria Interdiseño, S.A. de C.V.", "Inmobiliaria Mobinter, S.A. de C.V.", "Inmobiliaria Interorbe, S.A. de C.V.", and "Inmobiliaria Interin, S.A. de C.V." is recorded, in which their respective merger as merged entities in "Banco Mercantil del Norte, S.A., Multiple Banking Institution, Banorte Financial Group", as the merging entity, is agreed.

THIRD.-

The authorization granted in the resolutive FIRST of this office letter is subject to the following resolutive conditions:

a)

That the Extraordinary General Meeting of Shareholders of "Banco Mercantil del Norte, S.A., Multiple Banking Institution, Banorte Financial Group" does not agree to its merger or does so in terms different from the proposal presented to this Ministry, within the deadline that will expire on the last business day of 2020;

b)

That any of the General Meetings of Shareholders of the companies "Inmobiliaria Interdiseño, S.A. de C.V.", "Inmobiliaria Mobinter, S.A. de C.V.", "Inmobiliaria Interorbe, S.A. de C.V." and "Inmobiliaria Interin, S.A. de C.V." do not agree to their merger or do so in terms different from the proposal presented to this Ministry, within the deadline that will expire on the last business day of 2020;

c)

That the public deeds indicated in subsections A. and B. of the resolutive SECOND of this office letter are not submitted to the Public Commerce Registry for registration, within the twenty business days counted from the day following that on which the corresponding public deeds are executed, or counted from the date on which their submission is possible taking into account the suspension of procedures, deadlines and activities derived from the health contingency of SARS Co-V.

In view of the foregoing, "Banco Mercantil del Norte, S.A., Multiple Banking Institution, Banorte Financial Group" must present to this Administrative Unit, a simple copy of the receipts of submission to the Public Commerce Registry of the public deeds indicated in subsections A. and B. of the resolutive SECOND of this office letter, within the ten business days following the date on which they have been submitted to the corresponding Registry.

FOURTH.-

The authorized merger will take effect from the date on which this authorization and the respective public instruments in which the Assembly agreements regarding the merger are recorded, are registered in the Public Commerce Registry, in accordance with the provisions of article 19, first paragraph, of the Law to Regulate Financial Groups, and must send to this Unit of Banking, Securities and Savings a simple copy of the documentation showing the date and other data regarding the respective registrations, within the deadline of ten business days counted from the business day following that on which they have been verified.

FIFTH.-

This authorization and the merger agreements adopted by the respective Shareholders' Assemblies must be published in the Official Journal of the Federation in terms of the provisions of the second paragraph of article 19 of the Law to Regulate Financial Groups, at the expense of "Banco Mercantil del Norte, S.A., Multiple Banking Institution, Banorte Financial Group".

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

SIXTH.-

In terms of what is established by the Twenty-Fourth, fractions V and IX of the General Provisions for the registration of financial service providers, "Banco Mercantil del Norte, S.A., Multiple Banking Institution, Banorte Financial Group" must inform through the Portal of the Registry of Financial Service Providers (SIPRES) in charge of the National Commission for the Protection and Defense of Users of Financial Services (CONDUSEF), the agreed merger and its respective agreement, authorized in accordance with the resolutive FIRST of this office letter.

SEVENTH.-

The deadlines established in this office letter may be extended or modified by this Unit of Banking, Securities and Savings, provided there is a justified cause due to the health contingency derived from SARS Co-V.

This authorization is issued in terms of articles 17 in relation to 19 of the Law to Regulate Financial Groups, based on the information and documentation provided by the applicants; likewise, it is limited exclusively to the acts and operations that, in accordance with the applicable provisions, fall within the competence of this 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 is carried out by the persons involved, which implies the prior authorization or approval of the financial, tax or any other authorities, in terms of the current regulations. Likewise, it does not validate acts or operations carried out in contravention of the laws or regulations emanating from them.

Without further particulars, I take this opportunity to send you a cordial greeting.

Respectfully

Mexico City, June 8, 2020. - In the absence of the Head of the Unit, based on the provisions of article 105 of the Internal Regulations of the Ministry of Finance and Public Credit, the Deputy General Director of Banking and Securities, José Aurelio Saenz Ramírez. - Signature.

(R.- 500972)

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