Authorization of the merger of Sólida Administradora de Portafolios, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte, as the surviving merged entity, with Arrendadora y Factor Banorte, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte, as the merged entity that is extinguished, with the surviving entity adopting the name of the extinguished entity

DOF: 31/08/2020

OFFICE LETTER through which the merger of Sólida Administradora de Portafolios, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte is authorized

A seal with the National Coat of Arms is placed at the margin, which reads: 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/066/2020.

GRUPO FINANCIERO BANORTE, S.A.B. 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 XXXII 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 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 various writings received in this Administrative Unit on August 2 and 9, November 6, all of 2019, and February 7, 2020, "Grupo Financiero Banorte, S.A.B. de C.V.", "Sólida Administradora de Portafolios, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte", and "Arrendadora y Factor Banorte, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte", requested authorization from this Ministry for the performance of the following legal acts:

A.

The merger of "Sólida Administradora de Portafolios, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte", in its capacity as the surviving merged entity, with "Arrendadora y Factor Banorte, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte", as the merged entity that is extinguished, adopting the name of the entity that will be merged.

B.

The modification of Article Two of the Bylaws of the controlling society of that Financial Group, due to what is stated in the preceding paragraph, as well as to modify the name of "Casa de Bolsa Banorte Ixe, S.A. de C.V., Grupo Financiero Banorte" to "Casa de Bolsa Banorte, S.A. de C.V., Grupo Financiero Banorte" and of "Operadora de Fondos Banorte Ixe, S.A. de C.V., Sociedad Operadora de Fondos de Inversión, Grupo Financiero Banorte" to "Operadora de Fondos Banorte, S.A. de C.V., Sociedad Operadora de Fondos de Inversión, Grupo Financiero Banorte".

C.

The modification of the Unique Liability Agreement that the Controlling Society has celebrated with the entities comprising the Financial Group.

The foregoing, as part of the corporate restructuring that "Grupo Financiero Banorte, S.A.B. de C.V." intends to implement in order to simplify its structure and integrate entities of the same legal nature.

II.

Through office letters UBVA/DGABV/438/2019 and UBVA/DGABV/439/2019, dated August 12, 2019, UBVA/DGABV/693/2019 and UBVA/DGABV/694/2019 dated November 7, 2019, UBVA/DGABV/074/2020 and UBVA/DGABV/075/2020 dated February 12, 2020, the Deputy General Director of Banking and Securities attached to this Administrative Unit, based on the provisions of Articles 17, in relation to 19, last paragraph, and 20 of the Law to Regulate Financial Groups and in exercise of the attribution conferred by Article 28 fraction XXII of the Internal Regulations of this Ministry, requested the opinions of the Bank of Mexico and the National Banking and Securities Commission; and

CONSIDERING

That through office letters OFI002-137 and OFI002-268 dated December 2, 2019 and March 20, 2020, respectively, the Management and Submanagement of Authorizations and Regulation, as well as the Management and Submanagement of Authorizations and Central Banking Queries of the Bank of Mexico, expressed a favorable opinion so that this Ministry authorizes what was requested.

That through office letter 312-2/0104/2020 of March 4, 2020, the General Directorates of Authorizations to the Financial System, and of Supervision of Groups and Financial Intermediaries A, of 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 letters UBVA/DGAAFVI/002/2020 and UBVA/DGAAFVI/087/2020 of January 6 and March 15, both of 2020, the Deputy General Director of Financial Analysis and International Linkage attached to this Unit of Banking, Securities and Savings, expressed that from the financial point of view it issues a favorable opinion to grant the petitioner the corresponding authorization.

That the petitioning societies proved full compliance with the requirements established by Articles 17 and 20 of the Law to Regulate Financial Groups, to request authorization and approval from this Ministry to carry out the legal acts described in Background I of this office letter, which were attached to the respective file;

That once the analysis of the documentation presented by the petitioners in compliance with Articles 17 and 20 of the Law to Regulate Financial Groups has been carried out, and after hearing the opinions of the consulted bodies, in terms of the proposal presented, no legal, accounting, financial or operational impediments are observed regarding the feasibility of the merger in question; and

That the request for authorization for the merger of "Sólida Administradora de Portafolios, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte", in its capacity as the surviving merged entity, with "Arrendadora y Factor Banorte, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte" as the merged entity that is extinguished, referred to in BACKGROUND I of this office letter, complies with the legal and administrative provisions applicable to the authorization procedures for the merger of two financial entities comprising the same Financial Group;

It issues the following:

RESOLUTION

FIRST.-

The merger of "Sólida Administradora de Portafolios, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte", in its capacity as the surviving merged entity, with "Arrendadora y Factor Banorte, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte", as the merged entity that is extinguished, adopting the name of the merged entity, is authorized, in accordance with the terms provided in the respective drafts of the Extraordinary General Shareholders' Meeting Minutes, and of the Merger Agreement and Program presented to this Administrative Unit; subject to the condition provided in the resolutive THIRD of this office letter.

In accordance with the penultimate paragraph of Article 17 of the Law to Regulate Financial Groups, "Sólida Administradora de Portafolios, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte" is obligated and must continue with the merger procedures, and from the moment the merger is agreed upon, it will assume the obligations of the merged entity.

SECOND.-

"Sólida Administradora de Portafolios, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte" must present to this Administrative Unit, within the ninety business days following the day 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 Shareholders' Meeting of "Sólida Administradora de Portafolios, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte" is recorded, in which it is agreed (i) its merger as the merging entity of "Arrendadora y Factor Banorte, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte" which is extinguished and (ii) the change of its name to adopt that currently held by the society that will be merged.

B.

Certified copy of the First Testimony of the public deed in which the protocolization of the Minutes of the Extraordinary General Shareholders' Meeting of "Arrendadora y Factor Banorte, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte" is recorded, in which its merger into "Sólida Administradora de Portafolios, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte", 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 Shareholders' Meeting of "Sólida Administradora de Portafolios, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte" does not agree to its merger or does so in terms different from the proposal presented to this Ministry, within the term that will expire on the last business day of 2020;

b)

That the Extraordinary General Shareholders' Meeting of "Arrendadora y Factor Banorte, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte" does not agree to its merger or does so in terms different from the proposal presented to this Ministry, within the term that will expire on the last business day of 2020; or,

c)

That the public deeds indicated in paragraphs A. and B. of the RESOLUTIVE SECOND of this office letter are not submitted to the Public Commerce Registry for their registration, within the twenty business days counted from the day following that on which the corresponding public deeds are granted, or, counted from the date on which their submission is possible considering the suspension of procedures, deadlines and activities derived from the health contingency of SARS Co-V2.

In view of the foregoing, "Sólida Administradora de Portafolios, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte" 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 paragraphs A. and B. of the RESOLUTIVE SECOND of this office letter, within the ten business days following the day 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 meeting 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 in which the date and other data regarding the respective registrations are recorded, within the term 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' Meetings must be published in the Official Gazette of the Federation in terms of what is provided in the second paragraph of Article 19 of the Law to Regulate Financial Groups, at the expense of "Sólida Administradora de Portafolios, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte".

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

SIXTH.-

In terms of what is established by the Twenty-Fourth, fractions II, V and IX of the General Provisions for the registration of financial service providers, "Sólida Administradora de Portafolios, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte" must inform through the Portal of the Registry of Service Providers of Financial Services (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, as well as the change of its corporate name.

SEVENTH.-

In order for this Unit of Banking, Securities and Savings to be able to approve the modification of Article Two of the bylaws of "Grupo Financiero Banorte, S.A.B. de C.V.", as well as of the Unique Liability Agreement that that Controlling Society has celebrated with the financial entities comprising the financial group, it communicates that prior to the registration of the instruments in which those legal acts are recorded in the Public Commerce Registry, that Financial Group must submit within the twenty business days following that on which those acts are formalized and under the terms of the projects presented to this Administrative Unit-:

A.

The First Testimony and three simple copies of the public deed in which the protocolization of the Minutes of the Extraordinary General Shareholders' Meeting of "Grupo Financiero Banorte, S.A.B. de C.V." is recorded, in which it is agreed, derived from the merger authorized in the RESOLUTIVE FIRST of this office letter (i) the modification of Article Two of the bylaws of the controlling society and (ii) the modification of the Unique Liability Agreement, adopting the merging entity the current name of the entity that will be merged and contemplating the updated names of the entities "Casa de Bolsa Banorte, S.A. de C.V., Grupo Financiero Banorte" and "Operadora de Fondos Banorte, S.A. de C.V., Sociedad Operadora de Fondos de Inversión, Grupo Financiero Banorte".

B.

First Testimony and three simple copies of the public deed in which the protocolization of the Modification Agreement to the Unique Liability Agreement is recorded, in order to contemplate what is stated in the preceding paragraph A.

EIGHTH.-

The deadlines established in this office letter may be extended or modified by this Unit of Banking, Securities and Savings, provided that there is a justified cause due to the health contingency derived from SARS Co-V2.

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 petitioners; 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 of this authorization, nor on 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 that are carried out in contravention of the laws or regulations emanating from them.

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

Sincerely

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.- Rubric.

(R.- 497623)

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