Authorization of the merger of BBVA Bancomer, S.A. with Hipotecaria Nacional, S.A., Desitel Tecnología y Sistemas, S.A., and Betese, S.A.

DOF: 06/04/2017

OFFICE LETTER authorizing the merger of BBVA Bancomer, S.A.

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Unit of Banking, Securities and Savings.- Office No. UBVA/094/2016.

BBVA BANCOMER FINANCIAL GROUP, S.A. DE C.V.

Present.

This Ministry of Finance and Public Credit, through the Unit of Banking, Securities and Savings,

based on the provisions of articles 31, fraction XXXIV of the Organic Law of the Federal Public Administration; 17 in relation to 19, first and last paragraphs and 20 of the Law to Regulate Financial Groups; in exercise of the powers 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

1.

By writing received in this Administrative Unit on October 12,

2016, the lawyers

Alfredo Aguirre Cárdenas and José Homero Cal y Mayor García, in their capacity as legal representatives of " BBVA Bancomer Financial Group, S.A. de C.V. ", of " BBVA Bancomer, S.A., Multiple Banking Institution, BBVA Bancomer Financial Group ", of " Hipotecaria Nacional, S.A. de C.V., Multiple Purpose Financial Society, Regulated Entity, BBVA Bancomer Financial Group ", of

" Desitel Tecnología y Sistemas, S.A. de C.V. ", and of " Betese, S.A. de C.V. ", personality that they have duly accredited before this Department, requested authorization from this Ministry for the performance of the following legal acts:

a)

The merger of " BBVA Bancomer, S.A., Multiple Banking Institution, BBVA Bancomer Financial Group ", in its capacity as the surviving merging society with " Hipotecaria Nacional, S.A. de C.V., Multiple Purpose Financial Society, Regulated Entity, BBVA Bancomer Financial Group ", " Desitel Tecnología y Sistemas, S.A. de C.V. ", and " Betese, S.A. de C.V. ", as merging societies that are extinguished.

b)

As a result of the above, the modification of article two of the bylaws of that

Financial Group to the effect of:

Eliminating the reference to " Hipotecaria Nacional, S.A. de C.V., Multiple Purpose Financial Society, Regulated Entity, BBVA Bancomer Financial Group ", as a financial entity member of the aforementioned Financial Group, due to the merger in question.

Modifying the name of " BBVA Bancomer Gestión, S.A. de C.V., Investment Society Operator, BBVA Bancomer Financial Group " to " BBVA Bancomer Gestión, S.A. de C.V., Investment Fund Operator, BBVA Bancomer Financial Group ".

Updating the reference to the General Rules of Financial Groups, issued by the Ministry of Finance and Public Credit and published in the Official Gazette of the Federation on December 31, 2014.

c)

The modification of the Single Liability Agreement that that Controlling Society has with the financial entities that integrate it, in virtue of what is stated in the previous

paragraph.

2.

Regarding this, the Deputy General Directorate of Banking and Securities, attached to this

Administrative Unit,

in exercise of the powers conferred by article

28, fraction XXII of the Internal Regulations of

this Ministry and based on the provisions of articles 17, 19, last paragraph and 20 of the

Law to Regulate Financial Groups, through offices UBVA/DGABV/86 1/2016 and UBVA/ DGABV/862/2016 of October 14, 2016, requested the opinion of the Bank of Mexico and of the

National Banking and Securities Commission, respectively.

Likewise, based on article 28, fraction XXVIII of the Internal Regulations of this

Department, through different UBVA/DGABV/863/2016, of October 14

of 2016, requested the

opinion of the Deputy General Directorate of Financial Analysis and International Linkage,

attached to

this Administrative Unit.

3.

By writing received in this Administrative Unit on December 20,

2016, the

C.C.

Mauricio Arturo Tinoco Jaramillo, Víctor Vergara Valderrabano, Ernesto Gallardo Jimenez, Roberto

Méndez Caudillo and Luis Javier Patiño Alas, on behalf of " BBVA Bancomer Financial Group,

S.A. de C.V. ", of " BBVA Bancomer, S.A., Multiple Banking Institution, BBVA Bancomer Financial Group ", of " Hipotecaria Nacional, S . A. de C.V., Multiple Purpose Financial Society,

Regulated Entity, BBVA Bancomer Financial Group ", of " Desitel Tecnología y Sistemas, S.A.

de C.V. ", and

of " Betese, S.A. de C.V. ", sent various complementary documentation related to the request for

authorization in question.

CONSIDERING

1.

That the Bank of Mexico through office OFl/S33-002-17634 received in this Administrative Unit

on December 20, 2016, expressed its favorable opinion to the effect that this Ministry authorize

what was requested.

2.

That the National Banking and Securities Commission through office 312-3/114099/2016 received in this

Administrative Unit on December 19, 2016, expressed its favorable opinion to the effect that

this Ministry authorize and, if applicable, approve the acts subject of the request in question,

in

the terms of the proposal presented.

3.

That the Deputy General Directorate of Financial Analysis and International Linkage, through office

UBVA/DGAAF/178/2016 received on December 16, 2016, expressed that from the financial point

of view it has no objection to granting the corresponding authorization.

4.

That the requests for authorization and approval referred to in BACKGROUND 1 of this

office, comply with the legal and administrative provisions applicable to the procedures

for

authorization for a financial entity member of a financial group to merge with other

financial entities and for approval for the modification of bylaws and the Single

Liability Agreement.

5.

That once the information and documentation presented by " BBVA Bancomer Financial

Group, S.A. de C.V. ", " BBVA Bancomer, S.A., Multiple Banking Institution, BBVA Bancomer Financial Group ", " Hipotecaria Nacional, S.A. de C.V., Multiple Purpose Financial Society ,

Regulated Entity, BBVA Bancomer Financial Group ", of " Desitel Tecnología y Sistemas, S.A.

de

C.V. ", and " Betese, S.A. de C.V. ", and after hearing the opinions of the Bank of Mexico and of the

National Banking and Securities Commission, as well as having determined the appropriateness of the

granting of the authorization in question, this Ministry of Finance and Public Credit through

the Unit of Banking, Securities and Savings issues the following:

RESOLUTION

FIRST.-

The merger of " BBVA Bancomer, S.A., Multiple Banking Institution, BBVA Bancomer Financial Group " is authorized, in its capacity as the surviving merging society with

" Hipotecaria Nacional, S.A. de C.V., Multiple Purpose Financial Society,

Regulated Entity, BBVA Bancomer Financial Group ", of " Desitel Tecnología y Sistemas, S.A. de

C.V. ", and " Betese, S.A. de C.V. ", in their capacity as merging societies that are extinguished,

according to the terms provided in the draft Minutes of the Extraordinary General Meeting of Shareholders of those societies and of the respective merger agreement and

merger program, presented to this Administrative Unit on December 20, 2016.

" BBVA Bancomer, S.A., Multiple Banking Institution, BBVA Bancomer Financial Group "

must send to this Administrative Unit, within twenty business days following the

date on which said acts are verified, and in the terms of the proposal presented,

the following instruments:

A.

Certified copy before a public notary of the First Testimony of the public deed

in

which the protocolization of the Minutes of the Extraordinary General Meeting of

Shareholders of " BBVA Bancomer, S.A., Multiple Banking Institution, BBVA Bancomer Financial Group " is recorded, in which its merger as a merging society with

" Hipotecaria Nacional, S.A. de C.V., Multiple Purpose Financial Society,

Regulated Entity, BBVA Bancomer Financial Group ", " Desitel Tecnología y Sistemas, S.A. de

C.V. ", and " Betese, S.A. de C.V. ", in their capacity as merging societies that

are

extinguished is agreed.

B.

Certified copy before a public notary of the First Testimony of the public deed

in

which the protocolization of the Minutes of the Extraordinary General Meeting of

Shareholders of " Hipotecaria Nacional, S.A. de C.V., Multiple Purpose Financial Society

Regulated Entity, BBVA Bancomer Financial Group " is recorded, in which its

merger as a merging society with " BBVA Bancomer, S.A., Multiple Banking

Institution, BBVA Bancomer Financial Group ", as the merging society is agreed.

C.

Certified copy before a public notary of the First Testimony of the public deed

in

which the protocolization of the Minutes of the Extraordinary General Meeting of

Shareholders of " Desitel Tecnología y Sistemas, S.A. de C.V. " is recorded, in which it is agreed

its

merger as a merging society with BBVA Bancomer, S.A., Multiple Banking

Institution, BBVA Bancomer Financial Group ", as the merging society.

D.

Certified copy before a public notary of the First Testimony of the public deed

in

which the protocolization of the Minutes of the Extraordinary General Meeting of

Shareholders of " Betese, S.A. de C.V. " is recorded, in which its merger as a

merging society with " BBVA Bancomer, S.A., Multiple Banking Institution, BBVA Bancomer Financial Group " is agreed, as the merging society.

SECOND.-

The authorized merger will take full effect from the date on which this authorization

and the public instruments in which the Shareholder Meeting agreements regarding the merger

are recorded are registered in the corresponding Public Registry of Commerce, in accordance with what is provided

by articles 17, third paragraph and 19, first paragraph, of the Law to Regulate Financial Groups, must inform this Ministry 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.

THIRD.-

This authorization and the merger agreements adopted by the Shareholders' Meeting

must be published in the Official Gazette of the Federation in terms of what is provided by the

second paragraph of article 19 of the Law to Regulate Financial Groups,

at

cost of " BBVA Bancomer, S.A., Multiple Banking Institution, BBVA Bancomer Financial Group

Bancomer ".

The performance 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.

FOURTH.-

" BBVA Bancomer, S.A., Multiple Banking Institution, BBVA Bancomer Financial Group "

will be obliged to continue with the merger procedures and will assume the obligations of the

merging societies from the moment the merger has been agreed upon.

FIFTH.-

In order for this Unit of Banking, Securities and Savings to be able to

approve the modification of the bylaws of " BBVA Bancomer Financial Group, S.A.

de C.V. ", as well as the Single Liability Agreement that that Controlling Society

has with the financial entities that are part of the financial group,

it communicates that prior to their registration, it must send, within twenty

business days following the date on which it is carried out, and in the

terms of the

drafts presented on December 20, 2016, the following:

A.

First Testimony and three simple copies of the public deed in which the

protocolization of the Minutes of the Extraordinary General Meeting of Shareholders of " Group

Financial BBVA Bancomer, S.A. de C.V. " is recorded, in which the modification of the

article two of its bylaws and the Single Liability Agreement is agreed,

to the effect of:

(i)

Eliminating the reference to " Hipotecaria Nacional, S.A. de C.V., Multiple Purpose Financial

Society, Regulated Entity, BBVA Bancomer Financial Group ",

with

due to the aforementioned merger;

(ii)

Contemplating the change of name of " BBVA Bancomer

Gestión, S.A. de

C.V., Investment Society Operator, BBVA Bancomer Financial

Group " to " BBVA

Bancomer Gestión, S.A. de C.V., Investment Fund Operator

BBVA Bancomer Financial Group ", and

(iii)

Updating the reference to the General Rules of Financial Groups, issued

by the Ministry of Finance and Public Credit and published in the Official Gazette of

the Federation on December 31

of 2014.

B.

First Testimony and three 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 what is stated in paragraph A above.

This authorization is issued based on the information and documentation provided by " BBVA

Financial Group, S.A. de C.V. ", " BBVA Bancomer, S.A., Multiple Banking Institution,

Group

Financial BBVA Bancomer ", " Hipotecaria Nacional, S.A. de C.V., Multiple Purpose Financial Society,

Regulated Entity, BBVA Bancomer Financial Group ", " Desitel Tecnología y Sistemas, S.A. de C.V. ", and

" Betese, S.A. de C.V. ", and 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 and does not prejudge on the

performance of any corporate act that those societies carry out, which imply the prior

authorization or approval of the financial, tax or any other authorities, in terms of

the current regulations.

Without any other particular matter, I take the opportunity to send you a cordial greeting.

Sincerely

Mexico City, December 21, 2016. - The Head of the Unit,

José Bernardo González

Rosas .-

Rubric.

(R.- 447413)

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