Office Order Authorizing the Merger of Banco Nacional de México, S.A. with Tarjetas Banamex, S.A. de C.V. and IMREF, S.A. de C.V.

DOF: 15/04/2026

OFFICE ORDER authorizing the merger of Banco Nacional de México, S.A.

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- Treasury.- Ministry of Treasury and Public Credit.- Undersecretariat of Treasury and Public Credit.- Unit of Banking, Securities and Savings.- Office No. UBVA/277/2025.

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

PRESENT

BANCO NACIONAL DE MÉXICO S.A.,

MULTI-BANK INSTITUTION,

BANAMEX FINANCIAL GROUP

PRESENT

The Ministry of Finance and Public Credit, through the Unit of Banking, Securities and Savings, based on what is established in articles 31, fraction XXXIV of the Organic Law of the Federal Public Administration; 17, in relation to article 19, last paragraph of the Law to Regulate Financial Groups and in exercise of the attribution conferred upon it by article 15, fraction XII of the Internal Regulations of the Ministry of Finance and Public Credit and in attention to the following:

BACKGROUND

I.

Through a document received in this Administrative Unit on March 21, 2025 and its addendum on September 5, 2025, through which "Banamex Financial Group, S.A. de C.V.", "Banco Nacional de México, S.A., member of the Banamex Financial Group", "Tarjetas Banamex, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity, member of the Banamex Financial Group" and "IMREF, S.A. de C.V.", requested authorization and approval from this Ministry to carry out the following acts:

A.

Merger of "Banco Nacional de México, S.A., member of the Banamex Financial Group", as the surviving merging society, with "IMREF, S.A. de C.V.", as the extinguished merging society.

B.

Merger of "Banco Nacional de México, S.A., member of the Banamex Financial Group", as the surviving merging society, with "Tarjetas Banamex, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity, member of the Banamex Financial Group", as the extinguished merging society.

C.

Modify Articles Second and Eighth of the Bylaws of "Banamex Financial Group, S.A. de C.V.", to eliminate references to "Tarjetas Banamex, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity, member of the Banamex Financial Group", as a financial entity member of that financial group and adjust the amount of its share capital.

D.

Modify the Single Liability Agreement that that Controlling Society has celebrated with the financial entities that are members of that financial group, to eliminate references to "Tarjetas Banamex, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity, member of the Banamex Financial Group", as a financial entity member of "Banamex Financial Group, S.A. de C.V."

II.

Through office UBVA/CBV/116/2025 dated May 6, 2025 and its addenda UBVA/CBV/325/2025 and UBVA/CBV/435/2025 dated September 18 and October 24, 2025, respectively, issued by the Banking and Securities Coordination, attached to this Unit of Banking, Securities and Savings, the opinion of the Bank of Mexico was requested;

III.

Through office UBVA/CBV/117/2025 dated May 6, 2025 and its addenda UBVA/CBV/326/2025 and UBVA/CBV/436/2025 dated September 18 and October 24, 2025, respectively, issued by the Banking and Securities Coordination, attached to this Unit of Banking, Securities and Savings, the opinion of the National Banking and Securities Commission was requested;

IV.

Through office UBVA/CBV/118/2025 dated May 6, 2025 and its addendum UBVA/CBV/327/2025 dated September 18, 2025, issued by the Banking and Securities Coordination, the opinion of the Financial Analysis and International Linkage Coordination was requested, both attached to this Unit of Banking, Securities and Savings.

CONSIDERATIONS

That the Ministry of Finance and Public Credit, through the Unit of Banking, Securities and Savings, is competent to authorize the merger of a financial entity that is a member of a financial group with any society, in terms of article 17, in relation to article 19, last paragraph of the Law to Regulate Financial Groups and in exercise of the attribution conferred upon it by article 15, fraction XII of the Internal Regulations of this Ministry.

That through office OFI002-989 dated November 7, 2025, the Bank of Mexico, through the Central Bank Authorizations and Sanctions Directorate and the Authorizations and Regulation Management, expressed a favorable opinion, in order for this Ministry to authorize what was requested;

That through office 312-2/10113/2025 dated November 3, 2025, the National Banking and Securities Commission, through the General Directorates of Authorizations to the Financial System and of Supervision of Financial Groups and Financial Intermediaries F, expressed an opinion favorable, in order for this Ministry to authorize what was requested, in terms of the proposal presented;

That through office UBVA/CAFVI/064/2025 dated November 5, 2025, 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 observes no inconvenience to grant to the promoters the corresponding authorization;

That the Promoting Societies demonstrated full compliance with the requirements established in article 17 of the Law to Regulate Financial Groups, to request authorization from this Ministry, in order to carry out the merger described in Background I, subsections A and B of this office, which were added to the respective file; and

That once the analysis of the documentation presented by the promoting societies in compliance with article 17 of the Law to Regulate Financial Groups and the opinions of the consulted bodies were obtained, in terms of the proposal presented, no legal, accounting, financial or operational impediments are observed regarding the feasibility of the merger described in Background I, subsections A and B of this office; therefore it deems it appropriate to issue the following:

RESOLUTION

FIRST.-

The merger of "Banco Nacional de México, S.A., member of the Banamex Financial Group", as the surviving merging society, with "Tarjetas Banamex, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity, member of the Banamex Financial Group" and "IMREF, S.A. de C.V.", as the extinguished merging societies, is authorized, according to the terms provided in the respective draft Resolutions of Unanimous Shareholders adopted outside of a Shareholders' Meeting of "Banamex Financial Group, S.A. de C.V.", "Banco Nacional de México, S.A., member of the Banamex Financial Group" and "IMREF, S.A. de C.V.", subject to the conditions established in Resolutive FOURTH of the present office.

SECOND.-

"Banco Nacional de México, S.A., member of the Banamex Financial Group", must present to this Administrative Unit, within ten business days following the date on which they are recorded before a public notary, the following instruments, the content of which must conform with the terms in which they were presented to this Ministry as their respective drafts:

A.

Certified copy of the First Testimony of the public deed in which the protocolization of the Unanimous Shareholder Resolutions adopted outside of the Shareholders' Meeting is recorded, which represent all the shares representing the share capital of "Banco Nacional de México, S.A., member of the Banamex Financial Group", in which its merger is agreed, as the surviving merging society, with "Tarjetas Banamex, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity, member of the "Banamex Financial Group" and "IMREF, S.A. de C.V.", as societies merging that are extinguished.

B.

Certified copy of the First Testimony of the public deed in which the protocolization of the Unanimous Shareholder Resolutions adopted outside of the Shareholders' Meeting of "Tarjetas Banamex, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity, member of the "Banamex Financial Group" and "IMREF, S.A. de C.V.", is recorded, in which their merger is agreed, as societies merging that are extinguished, with "Banco Nacional de México, S.A., member of the Banamex Financial Group", as the surviving merging society.

THIRD.-

"Banco Nacional de México, S.A., member of the Banamex Financial Group", must present to this Administrative Unit, within the deadline granted in Resolutive SECOND above, a simple copy of the records of entry before the Public Commerce Registry, of the public deeds indicated in subsections A and B of the aforementioned Resolutive SECOND. Likewise, "Banco Nacional de México, S.A., member of the Banamex Financial Group" 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 the deadline of ten business days following the date on which they are obtained.

FOURTH.-

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

a)

That the respective Unanimous Shareholder Resolutions adopted outside of the Shareholders' Meeting which represent all the shares representing the share capital of "Banco Nacional de México, S.A., member of the Banamex Financial Group", "Tarjetas Banamex, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity, member of the Banamex Financial Group" and "IMREF, S.A. de C.V.", agree to their merger on terms different from those presented to this Ministry; or,

b)

That for reasons attributable to "Banco Nacional de México, S.A., member of the Banamex Financial Group", the public deeds indicated in subsections A and B of Resolutive SECOND of this office are not entered into the Public Commerce Registry for inscription, within the deadline referred to in the same.

FIFTH.-

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

SIXTH.-

The present authorization and the respective merger agreements must be published in the Official Journal 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 "Banco Nacional de México, S.A., member of the Banamex Financial Group". The carrying out of said publications must be notified to this Administrative Unit, accompanied by a copy of the documentation that accredits it, within five business days following the date on which said publications are verified.

SEVENTH.-

In terms of what is established in article 47, fraction IX of the Provision in Matters of Registrations before the National Commission for the Protection and Defense of Users of Financial Services (CONDUSEF), "Banco Nacional de México, S.A., member of the Banamex Financial Group", must inform through the Portal of the Registry of Service Providers of Financial Services (SIPRES) under the responsibility of CONDUSEF, the merger authorized in the Resolutive FIRST of the present 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 provisions applicable, it is competent for the Ministry of Finance and Public Credit to resolve, through its Unit of Banking, Securities and Savings and does not prejudge the tax implications of the operations subject to this authorization, nor on the carrying out of any corporate act that the societies involved carry out, 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.

This resolution is issued in three original copies for the legal effects that may apply.

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

Sincerely

Mexico City, November 7, 2025. - The Head, Alfredo Federico Navarrete Martínez. - Initialled.

(R.- 574836)

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