Office Order Authorizing the Merger of Casa de Bolsa Banorte Ixe, S.A. de C.V., Grupo Financiero Banorte, as Surviving Merging Entity, with Interacciones Casa de Bolsa, S.A. de C.V., Grupo Financiero Interacciones, as Dissolving Merged Entity

DOF: 16/08/2018

OFFICE ORDER authorizing the merger of Casa de Bolsa Banorte Ixe, S

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.-

Deputy General Directorate of Banking and Securities.- Deputy General Directorate of Financial Analysis and International Linkage.- Office No. UBVA/DGABV/488/2018.- UBVA/DGAAF/154/2018.

CASA DE BOLSA BANORTE IXE, S.A. DE C.V.,

GRUPO FINANCIERO BANORTE

Present

INTERACCIONES CASA DE BOLSA, S.A. DE C.V.,

GRUPO FINANCIERO INTERACCIONES

Present

This Ministry of Finance and Public Credit, through the Deputy General Directorates of Banking and Securities and of Financial Analysis and International Linkage, attached to 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, of the Law to Regulate Financial Groups, in exercise of the powers conferred by article 27, fraction XII and last paragraph, of the Internal Regulations of the Ministry of Finance and Public Credit and in attention to the following:

BACKGROUND

Through writings received in this Administrative Unit on January 17, February 14, March 14 and 22, April 4 and 17, May 11, 15, 16, 25 and 30 and June 4 and 8, all of 2018, the lawyer Héctor Martín Ávila Flores on behalf of "Grupo Financiero Banorte, S.A.B. de C.V." and "Casa de Bolsa Banorte Ixe, S.A. de C.V., Grupo Financiero Banorte", and the lawyers Manuel Velasco Velázquez and Alejandro Frigolet Vázquez-Vela, on behalf of "Grupo Financiero Interacciones, S.A.B. de C.V." and "Interacciones Casa de Bolsa, S.A. de C.V., Grupo Financiero Interacciones", personality duly accredited before this Dependency, requested authorization from this Ministry to carry out, among others, the following legal acts:

A.

Based on article 17 of the Law to Regulate Financial Groups, the merger of "Grupo Financiero Banorte, S.A.B. de C.V." as the surviving merging entity with "Grupo Financiero Interacciones, S.A.B. de C.V.", as the dissolved merged entity.

B.

Derived from the above and in accordance with the provisions of article 17 in relation to the last paragraph of article 19, of the Law to Regulate Financial Groups, the merger, among others, of "Casa de Bolsa Banorte Ixe, S.A. de C.V., Grupo Financiero Banorte" as the surviving merging entity with "Interacciones Casa de Bolsa, S.A. de C.V., Grupo Financiero Interacciones", as the dissolved merged entity.

They add that the corporate acts in question aim to maintain the positive trajectory of growth and profitability that "Grupo Financiero Banorte, S.A.B. de C.V." has been building to position itself as a leading financial institution in Mexico.

Likewise, they state that the reasons for carrying out the proposed transaction are based on the following:

a)

"Grupo Financiero Interacciones, S.A.B. de C.V." has executed a successful strategy that has allowed it to achieve sustainable and profitable growth.

b)

Great opportunity to increase the participation of "Grupo Financiero Banorte, S.A.B. de C.V." in the infrastructure sector, which has proven to be highly profitable with significant growth potential.

c)

High complementarity and significant potential for cross-selling in the government segment.

d)

Transaction with low relative execution risk and high degree of expected synergies.

e)

Favorable relative value relationship of "Grupo Financiero Banorte, S.A.B. de C.V." compared to "Grupo Financiero Interacciones, S.A.B. de C.V."

f)

The operation could result in a significant increase in earnings per share of "Grupo Financiero Banorte, S.A.B. de C.V.".

g)

The structure of the operation allows "Grupo Financiero Banorte, S.A.B. de C.V." to maintain high capital levels to continue its profitable and sustainable growth and at the same time evaluate other inorganic opportunities in the near future.

h)

"Grupo Financiero Banorte, S.A.B. de C.V." consolidates its competitive position, becoming the second largest financial group in Mexico.

Regarding this, the Deputy General Directorate of Banking and Securities, in exercise of the powers conferred by article 28, fraction XXII of the Internal Regulations of this Ministry and based on the provisions of article 17, in relation to the last paragraph of article 19 of the Law to Regulate Financial Groups, through offices UBVA/DGABV/028/2018, UBVA/DGABV/094/2018, UBVA/DGABV/169/2018, UBVA/DGABV/189/2018, UBVA/DGABV/206/2018, UBVA/DGABV/240/2018, UBVA/DGABV/289/2018, UBVA/DGABV/347/2018, UBVA/DGABV/351/2018, UBVA/DGABV/374/2018, UBVA/DGABV/383/2018, UBVA/DGABV/394/2018 and UBVA/DGABV/409/2018, of January 18, February 15, March 16 and 23, April 5 and 18, May 15, 16, 17, 25 and 30, June 4 and 8, all of 2018, respectively, requested the opinion of the Bank of Mexico.

Likewise, through offices UBVA/DGABV/029/2018, UBVA/DGABV/095/2018, UBVA/DGABV/170/2018, UBVA/DGABV/190/2018, UBVA/DGABV/207/2018, UBVA/DGABV/241/2018, UBVA/DGABV/290/2018, UBVA/DGABV/348/2018, UBVA/DGABV/352/2018, UBVA/DGABV/375/2018, UBVA/DGABV/384/2018, UBVA/DGABV/395/2018 and UBVA/DGABV/410/2018, of January 18, February 15, March 16 and 23, April 5 and 18, May 15, 16, 17, 25 and 30, June 4 and 8, all of 2018, respectively, the opinion of the National Banking and Securities Commission was requested in virtue of being responsible for supervising and regulating, among other financial entities, the houses of business.

Through office UBVA/DGABV/440/2018 of June 18, 2018, this Administrative Unit through the Deputy General Directorate of Banking and Securities, communicated to "Grupo Financiero Banorte, S.A.B. de C.V." and "Grupo Financiero Interacciones, S.A.B. de C.V.", that in order to be able to resolve what is appropriate, it should remit within twenty business days following the date of its verification, in terms of the proposal presented, among others, the following:

In relation to the merger of "Casa de Bolsa Banorte Ixe, S.A. de C.V., Grupo Financiero Banorte" as the surviving merging entity with "Interacciones Casa de Bolsa, S.A. de C.V., Grupo Financiero Interacciones", as the dissolved merged entity:

A.

First Testimony and four simple copies of the public deed in which the protocolization of the Act of the Extraordinary General Shareholders' Meeting of "Casa de Bolsa Banorte Ixe, S.A. de C.V., Grupo Financiero Banorte" is recorded, in which its merger as merging entity with "Interacciones Casa de Bolsa, S.A. de C.V., Grupo Financiero Interacciones", as merged entity, is agreed, in accordance with the project sent through writing received on June 4, 2018.

B.

First Testimony and four simple copies of the public deed in which the protocolization of the Act of the Extraordinary General Shareholders' Meeting of "Interacciones Casa de Bolsa, S.A. de C.V., Grupo Financiero Interacciones" is recorded, in which its merger as merged entity with "Casa de Bolsa Banorte Ixe, S.A. de C.V., Grupo Financiero Banorte", as merging entity, is agreed, in accordance with the project sent through writing received on June 4, 2018.

C.

First Testimony and four simple copies of the public deed in which the protocolization of the Merger Agreement entered into between "Casa de Bolsa Banorte Ixe, S.A. de C.V., Grupo Financiero Banorte" as merging entity, with "Interacciones Casa de Bolsa, S.A. de C.V., Grupo Financiero Interacciones", as merged entity, is recorded, in accordance with the project sent through writing received on June 8, 2018.

D.

First Testimony and four simple copies of the public deed in which the protocolization of the Act of the Ordinary and Extraordinary General Shareholders' Meeting of "Interacciones Casa de Bolsa, S.A. de C.V., Grupo Financiero Interacciones" is recorded, in which the payment of the consideration on account of the merger of "Grupo Financiero Banorte, S.A.B. de C.V." with "Grupo Financiero Interacciones, S.A.B. de C.V." is agreed, in accordance with the project sent through writing received on May 25, 2018.

E.

The financial statements on the basis of which the merger of "Casa de Bolsa Banorte Ixe, S.A. de C.V., Grupo Financiero Banorte" with "Interacciones Casa de Bolsa, S.A. de C.V., Grupo Financiero Interacciones" will be carried out, as well as the pro forma financial statements of the merging entity, in which effect is given to the merger.

The above, with the understanding that the agreements of the corporate acts in question must be subject to the suspensive condition consisting of obtaining the corresponding authorization from this Ministry.

Through writing received in this Administrative Unit on July 5, 2018, the lawyer Héctor Martín Ávila Flores on behalf of "Grupo Financiero Banorte, S.A.B. de C.V." and "Casa de Bolsa Banorte Ixe, S.A. de C.V., Grupo Financiero Banorte", and the lawyers Manuel Velasco Velázquez and Alejandro Frigolet Vázquez-Vela, on behalf of "Grupo Financiero Interacciones, S.A.B. de C.V." and "Interacciones Casa de Bolsa, S.A. de C.V., Grupo Financiero Interacciones", personality duly accredited before this Dependency, remitted the following documentation:

a.

First Testimony and four simple copies of public deed No. 211,476 of July 4, 2018, granted before the notary public lawyer Cecilio González Márquez, Holder of Public Notary No. 151 of Mexico City, in which the protocolization of:

(i)

Act of the Extraordinary General Shareholders' Meeting of "Casa de Bolsa Banorte Ixe, S.A. de C.V., Grupo Financiero Banorte", held on July 4, 2018, through which it was agreed, among others, its merger as surviving merging entity with "Interacciones Casa de Bolsa, S.A. de C.V., Grupo Financiero Interacciones", as dissolved merged entity.

(ii)

Act of the Extraordinary General Shareholders' Meeting of "Interacciones Casa de Bolsa, S.A. de C.V., Grupo Financiero Interacciones", held on July 4, 2018, through which it was agreed its merger as dissolved merged entity with "Casa de Bolsa Banorte Ixe, S.A. de C.V., Grupo Financiero Banorte", as surviving merging entity, and

(iii)

Merger Agreement entered into on July 4, 2018, between "Casa de Bolsa Banorte Ixe, S.A. de C.V., Grupo Financiero Banorte" as surviving merging entity with "Interacciones Casa de Bolsa, S.A. de C.V., Grupo Financiero Interacciones" as dissolved merged entity.

b.

First Testimony and four simple copies of public deed No. 211,472 of July 4, 2018, granted before the notary public lawyer Cecilio González Márquez, Holder of Notary No. 151 of Mexico City, in which the protocolization of the Act of the Ordinary and Extraordinary General Shareholders' Meeting of "Interacciones Casa de Bolsa, S.A. de C.V., Grupo Financiero Interacciones", held on July 4, 2018, is recorded, through which the payment of the consideration on account of the merger of "Grupo Financiero Banorte, S.A.B. de C.V." with "Grupo Financiero Interacciones, S.A.B. de C.V." was agreed.

c.

The financial statements on the basis of which the merger of "Casa de Bolsa Banorte Ixe, S.A. de C.V., Grupo Financiero Banorte" with "Interacciones Casa de Bolsa, S.A. de C.V., Grupo Financiero Interacciones" will be carried out, as well as the pro forma financial statements of the merging entity, in which effect is given to the merger.

CONSIDERING

That the Bank of Mexico through office OFI002-1802028 received on June 15, 2018, expressed its favorable opinion in order for this Ministry to authorize what was requested by the promoters.

That the National Banking and Securities Commission through office No. 312-3/66354/2018 received on June 18, 2018, expressed its favorable opinion for this Ministry to authorize the merger of merit, in terms of the proposal presented.

That from an accounting-financial point of view, the merger between "Casa de Bolsa Banorte Ixe, S.A. de C.V., Grupo Financiero Banorte" as the surviving merging entity with "Interacciones Casa de Bolsa, S.A. de C.V., Grupo Financiero Interacciones" as the dissolved merged entity is considered viable.

That on this same date, this Ministry authorized the merger of "Grupo Financiero Banorte, S.A.B. de C.V.", as the surviving merging entity, with "Grupo Financiero Interacciones, S.A.B. de C.V.", as the dissolved merged entity, which must take effect in terms of the provisions of the first paragraph of article 19 of the Law to Regulate Financial Groups.

That the request for authorization for the merger between "Casa de Bolsa Banorte Ixe, S.A. de C.V., Grupo Financiero Banorte" as the surviving merging entity with "Interacciones Casa de Bolsa, S.A. de C.V., Grupo Financiero Interacciones" as the dissolved merged entity, referred to in point B of Background 1 of this office, complies with the legal and administrative provisions applicable to the authorization procedure for two financial entities that are part of the same Financial Group to merge, and

That once the information and documentation presented by "Casa de Bolsa Banorte Ixe, S.A. de C.V., Grupo Financiero Banorte" and by "Interacciones Casa de Bolsa, S.A. de C.V., Grupo Financiero Interacciones" has been analyzed, and after hearing the opinions of the Bank of Mexico and the National Banking and Securities Commission, as well as having determined the appropriateness of granting the authorization in question, this Ministry of Finance and Public Credit through the Deputy General Directorates of Banking and Securities and of Financial Analysis and International Linkage attached to the Unit of Banking, Securities and Savings, issues the following:

RESOLUTION

FIRST.-

The merger of "Casa de Bolsa Banorte Ixe, S.A. de C.V., Grupo Financiero Banorte", as the surviving merging entity with "Interacciones Casa de Bolsa, S.A. de C.V., Grupo Financiero Interacciones", as the dissolved merged entity, is authorized, in the terms agreed by both societies in their respective Extraordinary General Shareholders' Meetings held on July 4, 2018, whose acts were protocolized through public deed number 211,476, of July 4, 2018, granted before the notary public lawyer Cecilio González Márquez, Holder of Public Notary No. 151 of Mexico City, and in terms of the respective merger agreement entered into on July 4, 2018, protocolized through the aforementioned public deed.

This authorization is subject to the resolutive condition consisting of not remitting to this Ministry the records of entry of the public deeds in which the merger in question has been agreed in the respective Public Commerce Registry, within twenty business days following the date on which this office is notified.

SECOND.-

The authorized merger will take effect from the date on which this authorization and the public instruments in which the Shareholders' Meeting agreements of each Society regarding the merger are recorded, are registered in the corresponding Public Commerce Registry, in accordance with the provisions of the first paragraph of article 19 of the Law to Regulate Financial Groups, informing this Ministry about the date and other data related to said registrations within a period of ten business days counted from the date on which they are verified.

THIRD.-

This authorization as well as the merger agreements adopted by the respective Shareholders' Meetings must be published in the Official Gazette 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 "Casa de Bolsa Banorte Ixe, S.A. de C.V., Grupo Financiero Banorte".

The carrying out 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.-

As a consequence of the merger, "Casa de Bolsa Banorte Ixe, S.A. de C.V., Grupo Financiero Banorte" will become universal successor to "Interacciones Casa de Bolsa, S.A. de C.V., Grupo Financiero Interacciones", and all assets and liabilities of the latter will be incorporated into it, without reservation or limitation of any kind and without the need for any complementary legal act, including in an enumerative but not limiting manner, all obligations of the merged entity.

In this sense, the participation in the social capital of "Inmobiliaria Interin, S.A. de C.V.", owned by "Interacciones Casa de Bolsa, S.A. de C.V., Grupo Financiero Interacciones", will become the property of "Casa de Bolsa Banorte Ixe, S.A. de C.V., Grupo Financiero Banorte", as the merging entity, for which it must have the corresponding authorization of the National Banking and Securities Commission.

FIFTH.-

On account of the authorization for "Casa de Bolsa Banorte Ixe, S.A. de C.V., Grupo Financiero Banorte" to merge "Interacciones Casa de Bolsa, S.A. de C.V., Grupo Financiero Interacciones", referred to in Resolutive First of this office, the authorization granted to "Interacciones Casa de Bolsa, S.A. de C.V., Grupo Financiero Interacciones" to organize and operate as a house of business, will become void by operation of law, in accordance with article 17, last paragraph, of the Law to Regulate Financial Groups.

Finally, the First Testimonies of Public Deeds No. 211,476 and 211,472 that they attached to their writing are returned to "Casa de Bolsa Banorte Ixe, S.A. de C.V., Grupo Financiero Banorte" and to "Interacciones Casa de Bolsa, S.A. de C.V., Grupo Financiero Interacciones", with the indication that they must inform this Dependency about the date and other data related to the inscription they carry out of the same before the respective Public Commerce Registry, within a period of ten business days counted from the date on which said inscriptions are verified.

This authorization is issued based on the information and documentation provided by "Casa de Bolsa Banorte Ixe, S.A. de C.V., Grupo Financiero Banorte" and by "Interacciones Casa de Bolsa, S.A. de C.V., Grupo Financiero Interacciones", and is limited exclusively to the acts and operations that, in accordance with the applicable provisions, compete to resolve this Unit of Banking, Securities and Savings and does not prejudge the carrying out of any corporate act that said Societies carry out, which imply the prior authorization or approval of financial, tax or any other authorities, in terms of the current regulations.

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

Sincerely

Mexico City, July 9, 2018. - The Deputy General Director of Banking and Securities, Ana Laura Villanueva Vega.- Signature.- The Deputy General Director of Financial Analysis and International Linkage, Raúl Alejandro Rosales Guadarrama.- Signature.

(R.- 471872)

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