Official Letter Authorizing the Merger of Arrendadora y Factor Banorte, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte, in its Capacity as Surviving Merging Company, with Ixe Fleet, S.A. de C.V., as Extinguished Merged Company

DOF: 09/09/2022

OFFICIAL LETTER authorizing the merger of Arrendadora y Factor Banorte, S

In the margin, a seal with the National Shield, stating: United Mexican States.- FINANCE.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Banking, Securities and Savings Unit.- Official Letter No. UBVA/093/2022.

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

ARRENDADORA Y FACTOR BANORTE, S.A. DE C.V.,

SOFOM, E.R., GRUPO FINANCIERO BANORTE

IXE FLEET, S.A. DE C.V.

PRESENT

The Ministry of Finance and Public Credit, through the Banking, Securities and Savings Unit, based on the provisions of articles 31, section XXXII of the Organic Law of the Federal Public Administration; 17 in relation to 19, last paragraph of the Law to Regulate Financial Groups; in exercise of the authority conferred by article 27, section 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 November 4 and December 1, both 2020, as well as June 10 and November 30, both 2021; " Grupo Financiero Banorte, S.A.B. de C.V. " , " Arrendadora y Factor Banorte, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte " and " Ixe Fleet, S.A. de C.V. " in its capacity as service provider, requested authorization from this Ministry to carry out the merger of that Multiple Purpose Financial Company, in its capacity as surviving merging company, with " Ixe Fleet, S.A. de C.V. " , as extinguished merged company.

The foregoing, due to the conclusion of the operations of " Ixe Fleet, S.A. de C.V. " which would be assumed by " Arrendadora y Factor Banorte, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte " by absorption.

II.

Through official letters UBVA/DGABV/551/2020 and UBVA/DGABV/591/2020 dated November 12 and December 3, both 2020, the Deputy General Directorate of Banking and Securities attached to this Administrative Unit, requested the opinion of the Bank of Mexico.

III.

Through official letters UBVA/DGABV/552/2020 and UBVA/DGABV/592/2020 dated November 12 and December 3, both 2020 and UBVA/DGABV/253/2021 of June 18, 2021, the Deputy General Directorate of Banking and Securities requested the opinion of the National Banking and Securities Commission.

IV.

Through official letters UBVA/DGABV/553/2020 and UBVA/DGABV/593/2020 dated November 12 and December 3, both 2020, UBVA/DGABV/254/2021 and UBVA/DGABV/554/2021, of June 18 and December 2, both 2021, the Deputy General Directorate of Banking and Securities requested the opinion of the Deputy General Directorate of Financial Analysis and International Linkage, attached to this Administrative Unit; and

CONSIDERATIONS

That the Ministry of Finance and Public Credit, through its Banking, Securities and Savings Unit, is competent to authorize the merger of a financial entity member of a financial group subject to the supervision of the National Banking and Securities Commission with any company, in terms of the Law to Regulate Financial Groups;

That through official letter OFI002-386 dated January 28, 2021, the Bank of Mexico through the Management of Authorizations and Regulation, and the Deputy Management of Authorizations and Consultations of Central Banking, expressed a favorable opinion to the effect that this Ministry authorize what is requested;

That through official letter 312-2/10039064/2021 dated November 24, 2021, the National Banking and Securities Commission through the General Directorates of Authorizations to the Financial System and, Supervision of Groups and Financial Intermediaries A, expressed a favorable opinion to the effect that this Ministry authorize what is requested in terms of the proposal presented;

That through official letter UBVA/DGAAFVI/165/2021 of December 20, 2021, the Deputy General Directorate of Financial Analysis and International Linkage, stated that from a financial point of view no inconvenience is observed to resolve the request of the promoting companies;

That the promoting companies accredited total compliance with the requirements established by article 17 of the Law to Regulate Financial Groups, to request the authorization of this Ministry to carry out the merger described in Background I of this official letter, which were added to the respective file;

That once the analysis of the documentation exhibited by the promoting companies in compliance with article 17 of the Law to Regulate Financial Groups was carried out, 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 admissibility of the merger in question; therefore:

It is pleased to issue the following:

RESOLUTION

FIRST.-

The merger of " Arrendadora y Factor Banorte, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte " , in its capacity as surviving merging company, with " Ixe Fleet, S.A. de C.V. " , as extinguished merged company, is authorized, in the terms set forth in the respective projects of: i) Minutes of the Extraordinary General Shareholders' Meeting, ii) Merger Agreement and iii) Merger Program; presented to this Administrative Unit; subject to the conditions established in Resolution FOURTH of this official letter.

In accordance with the penultimate paragraph of article 17 of the Law to Regulate Financial Groups, " Arrendadora y Factor Banorte, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte " is obligated and must continue with the merger procedures, and must assume the obligations of the merged company from the moment the merger is agreed.

SECOND.-

" Arrendadora y Factor Banorte, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte " must exhibit to this Administrative Unit, within the forty business days following that in which they are recorded before a public certifying officer, the following instruments, whose content must be in accordance with the terms in which the respective projects were presented to this Ministry:

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 " Arrendadora y Factor Banorte, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte " is recorded, in which its merger, as merging company, with " Ixe Fleet, S.A. de C.V. " is agreed.

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 " Ixe Fleet, S.A. de C.V. " is recorded, in which its merger, as merged company, into " Arrendadora y Factor Banorte, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte " is agreed.

C.

Certified copy of the First Testimony of the public deed in which the protocolization of the Merger Agreement entered into between " Arrendadora y Factor Banorte, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte " , as merging company with " Ixe Fleet, S.A. de C.V. " , as merged company is recorded.

THIRD.-

A period of twenty business days is granted to " Arrendadora y Factor Banorte, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte " counted from the day following that in which the public deeds referred to in the previous Resolution are executed, so that those indicated in sections A. and B., are presented before the Public Registry of Commerce for their registration.

By virtue of the foregoing, " Arrendadora y Factor Banorte, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte " must exhibit to this Administrative Unit, simple copy of the records of entry before the Public Registry of Commerce, of the public deeds indicated in sections A. and B. of Resolution SECOND of this official letter, within the ten business days following that in which they have been entered into the corresponding Public Registry.

FOURTH.-

The authorization referred to in Resolution FIRST of this official letter, is subject to the following resolutive conditions:

a)

That the respective Extraordinary General Shareholders' Meetings of " Arrendadora y Factor Banorte, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte " , and " Ixe Fleet, S.A. de C.V. " , agree their merger in terms different from the proposal presented before this Ministry; or else,

b)

That for reasons attributable to " Arrendadora y Factor Banorte, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte " , the public deeds indicated in sections A. and B. of Resolution SECOND of this official letter are not entered before the Public Registry of Commerce for their registration, within the period referred to in Resolution SECOND of this official letter.

FIFTH.-

The merger authorized in this official letter will take effect from the date on which this authorization and the respective public instruments in which the agreements of the shareholders' meetings relative to the merger are recorded, are registered in the Public Registry of Commerce, in accordance with the provisions of article 19, first paragraph of the Law to Regulate Financial Groups, having to remit to this Banking, Securities and Savings Unit simple copy of the documentation in which the date and other data relative to the respective registrations are recorded, within the period of ten business days counted from the following business day to that in which those have been verified.

SIXTH.-

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 the provisions of the second paragraph of article 19 of the Law to Regulate Financial Groups, at the expense of " Arrendadora y Factor Banorte, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte " .

The realization of the cited publications must be notified to this Administrative Unit, attaching copy of the documentation that accredits it, within the five business days following that in which said publications are verified.

SEVENTH.-

In terms of what is established by the Twenty-Fourth, sections V and IX of the General provisions for the registration of financial service providers, " Arrendadora y Factor Banorte, S.A. de C.V., SOFOM, E.R., Grupo Financiero Banorte " must inform through the Portal of the Registry of Financial Service Providers (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 according to Resolution FIRST of this official letter.

This authorization is issued based on the information and documentation provided by the promoters, likewise, it is limited exclusively to the acts and operations that, in accordance with the applicable provisions correspond to be resolved by the Ministry of Finance and Public Credit, through its Banking, Securities and Savings Unit and does not prejudge the tax implications of the operations subject of this authorization, nor on the realization of any corporate act that is carried out by the persons involved, that implies the prior authorization or approval of the financial, tax or any other authority, in terms of the current regulations. Likewise, it does not validate acts or operations that are carried out in contravention of the laws or ordinances that emanate from them.

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

Sincerely

Mexico City, May 16, 2022. - The Head of the Unit, Alfredo Federico Navarrete Martínez.- Signature.

(R.- 526020 )

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