Office Order Authorizing the Merger of Seguros Banorte, S.A. de C.V., Grupo Financiero Banorte, as the Surviving Merging Entity, with Aseguradora Interacciones, S.A. de C.V., Grupo Financiero Interacciones, as the Dissolved Merged Entity

DOF: 16/08/2018

OFFICE ORDER authorizing the merger of Seguros Banorte, S

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.- Deputy General Directorate of Banking and Securities.- Deputy General Directorate of Financial Analysis and International Linkage.- Office No. UBVA/DGABV/490/2018.-UBVA/DGAAF/156/2018.

SEGuros BANORTE, S.A. DE C.V., GRUPO FINANCIERO BANORTE

Present

ASEGURADORA INTERACCIONES, 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 the 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

1.

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 "Seguros Banorte, S.A. de C.V., Grupo Financiero Banorte", and the lawyers Manuel Velasco Velázquez, Alejandro Frigolet Vázquez-Vela and José Luis Romero Caballero, on behalf of "Grupo Financiero Interacciones, S.A.B. de C.V." and "Aseguradora Interacciones, S.A. de C.V., Grupo Financiero Interacciones", personality duly accredited before this Department, 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.

As a result of 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

"Seguros Banorte, S.A. de C.V., Grupo Financiero Banorte" as the surviving merging entity with "Aseguradora Interacciones, 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 obtain 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 cross-selling potential 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.

2.

Regarding this, the Deputy General Directorate of Banking and Securities, in the 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/030/2018, UBVA/DGABV/096/2018, UBVA/DGABV/171/ 2018, UBVA/DGABV/191/2018, UBVA/DGABV/208/2018, UBVA/DGABV/242/2018, UBVA/DGABV/ 291/2018, UBVA/DGABV/349/2018, UBVA/DGABV/353/2018, UBVA/DGABV/376/2018, UBVA/ DGABV/385/2018, UBVA/DGABV/396/2018 and UBVA/DGABV/411/2018 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 Insurance and Sureties Commission was requested inasmuch as it is responsible for supervising the operation of the insurance sector.

3.

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.

of 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 "Seguros Banorte, S.A. de C.V., Grupo Financiero Banorte" as

the surviving merging entity with "Aseguradora Interacciones, 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 Minutes of the Extraordinary General Shareholders' Meeting of "Seguros

Banorte, S.A. de C.V., Grupo Financiero Banorte" is recorded, in which its merger as

the merging entity with "Aseguradora Interacciones, S.A. de C.V., Grupo Financiero

Interacciones", as the merged entity, is agreed, in accordance with the project sent via

writing received on May 11, 2018.

B.

First Testimony and four simple copies of the public deed in which the protocolization of the Minutes of the Extraordinary General Shareholders' Meeting of "Aseguradora

Interacciones, S.A. de C.V., Grupo Financiero Interacciones" is recorded, in which its merger

as the merged entity with "Seguros Banorte, S.A. de C.V., Grupo Financiero Banorte", as

the merging entity, is agreed, in accordance with the project sent via writing received on May 11

of 2018.

C.

First Testimony and four simple copies of the public deed in which the protocolization of the Merger Agreement entered into between "Seguros Banorte, S.A. de C.V., Grupo

Financiero Banorte" as the merging entity, with "Aseguradora Interacciones, S.A. de C.V.,

Grupo Financiero Interacciones", as the merged entity, is recorded, in accordance with the project

sent via writing received on June 8, 2018.

D.

The financial statements on the basis of which the merger of "Seguros Banorte,

S.A. de C.V., Grupo Financiero Banorte" with "Aseguradora Interacciones,

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.

4.

Through a 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

"Seguros Banorte, 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 "Aseguradora Interacciones, S.A. de C.V., Grupo Financiero

Interacciones", personality duly accredited before this Department, remitted

the following documentation:

a)

First Testimony and four simple copies of Public Deed No. 211,478 of July 4

of

2018, granted before the notary public lawyer Cecilio González Márquez, Titular of Public Notary Office

No. 151 of Mexico City, in which the protocolization of:

(i)

Minutes of the Extraordinary General Shareholders' Meeting of "Seguros Banorte, S.A. de

C.V., Grupo Financiero Banorte", held on July 4, 2018, through which it is

agreed its merger as the surviving merging entity with "Aseguradora Interacciones,

S.A. de C.V., Grupo Financiero Interacciones", as the dissolved merged entity.

(ii)

Minutes of the Extraordinary General Shareholders' Meeting of "Aseguradora Interacciones,

S.A. de C.V., Grupo Financiero Interacciones", held on July 4, 2018, through which

it is agreed its merger as the dissolved merged entity with "Seguros Banorte,

S.A. de C.V., Grupo Financiero Banorte", as the surviving merging entity, and

(iii)

Merger Agreement entered into on July 4, 2018 between "Seguros Banorte, S.A. de C.V.,

Grupo Financiero Banorte" as the surviving merging entity with "Aseguradora

Interacciones, S.A. de C.V., Grupo Financiero Interacciones" as the dissolved merged entity.

b)

The financial statements on the basis of which the merger of "Seguros Banorte,

S.A. de C.V., Grupo Financiero Banorte" with "Aseguradora Interacciones,

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

1.

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 petitioners.

2.

That the National Insurance and Sureties Commission through office No. 06-C00-41100/33526 received on

June 14, 2018, issued an opinion to the effect that there is no objection to authorizing

the merger of "Seguros Banorte, S.A. de C.V., Grupo Financiero Banorte", as the surviving entity

with "Aseguradora Interacciones, S.A. de C.V., Grupo Financiero Interacciones", as

the dissolved merged entity.

3.

That from an accounting-financial point of view, the merger of "Seguros Banorte,

S.A. de C.V., Grupo Financiero Banorte" as the surviving merging entity with "Aseguradora

Interacciones, S.A. de C.V., Grupo Financiero Interacciones" as the merged entity

is considered viable.

4.

That on this same date, this Ministry authorized the merger of "Grupo Financiero Banorte, S.A.B.

of C.V.", as the surviving merging entity, with Grupo Financiero Interacciones, S.A.B.

of C.V.", as the dissolved merged entity, which shall take effect in terms of what is

provided by the first paragraph of article 19 of the Law to Regulate Financial Groups.

5.

That the request for authorization to carry out the merger of "Seguros Banorte, S.A. de C.V., Grupo

Financiero Banorte" as the surviving merging entity with "Aseguradora Interacciones, 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 belonging to a

same Financial Group to merge, and

6.

That once the information and documentation presented by "Seguros Banorte, S.A. de

C.V., Grupo Financiero Banorte" and "Aseguradora Interacciones, S.A. de C.V., Grupo Financiero

Interacciones" has been analyzed, and after hearing the opinions of the Bank of Mexico and the National Commission

of Insurance and Sureties, 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 "Seguros Banorte, S.A. de C.V., Grupo Financiero

Banorte", as the surviving merging entity with "Aseguradora Interacciones, 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 minutes were

protocolized through public deed number 211,478, of July 4, 2018, granted

before the notary public lawyer Cecilio González Márquez, Titular of Notary Office No. 151 of the

City of Mexico, 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 proof of receipt 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 shall take effect from the date on which this authorization and

the public instruments in which the Shareholders' Meeting agreements of each Institution

relating to 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 relating to the 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 Journal of the Federation in

terms of what is provided by the second paragraph of article 19 of the Law to Regulate

Financial Groups, at the expense of "Seguros Banorte, S.A. de C.V., Grupo Financiero

Banorte".

The carrying out of the 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 such publications are verified.

FOURTH.-

As a consequence of the merger, "Seguros Banorte, S.A. de C.V., Grupo Financiero

Banorte" will become the universal successor of "Aseguradora Interacciones, 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.

FIFTH.-

With the authorization for "Seguros Banorte, S.A. de C.V., Grupo Financiero

Banorte" to merge "Aseguradora Interacciones, S.A. de C.V., Grupo Financiero

Interacciones", referred to in Resolutivo First of this office, the authorization

granted to "Aseguradora Interacciones, S.A. de C.V., Grupo Financiero Interacciones" to

organize and operate as an insurance institution, will become void by operation of law,

in accordance with article 17, last paragraph, of the Law to Regulate Financial Groups.

Finally, the First Testimony of the Public Deed that was attached to their writing is returned to "Seguros Banorte, S.A. de C.V., Grupo Financiero

Banorte" and "Aseguradora Interacciones, S.A. de C.V., Grupo Financiero

Interacciones", with the indication that they must inform this Department and the National Commission

of Insurance and Sureties about the date and other data relating to the registration that 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 registration is verified.

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

"Seguros Banorte, S.A. de C.V., Grupo Financiero Banorte" and "Aseguradora Interacciones, S.A. de C.V., Grupo

Financiero Interacciones", 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 the

carrying out of any corporate act that said Institutions carry out, which imply 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. 471875)

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