Official Letter Authorizing the Merger of Hey Banco, S.A. with the New Entity Resulting from the Spin-off of Banco Regional, S.A.

DOF: 15/04/2026

OFFICIAL LETTER authorizing the merger of Hey Banco, S

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.- Official Letter No. UBVA/007/2026.

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

PRESENT

HEY BANCO, S.A., MULTIBANK INSTITUTION,

BANREGIO FINANCIAL GROUP

PRESENT

The Ministry of Treasury and Public Credit, through 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 article 19, last paragraph of the Law to Regulate Financial Groups and in exercise of the authority conferred by article 15, fraction XII of the Internal Regulations of the Ministry of Treasury and Public Credit and in consideration of the following:

BACKGROUND

I.

By written submission received in this Administrative Unit on April 12, 2024 and its supplements on March 20 of 2025, and August 15 and 19, all of 2025, "Banregio Financial Group, S.A. de C.V." and "Hey Banco, S.A., Multibank Institution, Banregio Financial Group" and "Banco Regional, S.A., Multibank Institution, Banregio Financial Group" requested authorization from this Ministry to carry out the merger of "Hey Banco, S.A., Multibank Institution, Banregio Financial Group" , as the surviving merging entity, with the new entity resulting from the spin-off of "Banco Regional, S.A., Multibank Institution, Banregio Financial Group" , as the merged entity that will be extinguished;

II.

By official letter UBVA/CBV/253/2024 dated August 7, 2024 and its supplements UBVA/CBV/122/2025 and UBVA/CBV/319/2025 dated May 6 and September 18, both of 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.

By official letter UBVA/CBV/254/2024 dated August 7, 2024 and its supplements UBVA/CBV/123/2025 and UBVA/CBV/320/2025 dated May 6 and September 18, both of 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.

By official letter UBVA/CBV/255/2024 dated August 7, 2024 and its supplements UBVA/CBV/124/2025 and UBVA/CBV/321/2025 dated May 6 and September 18, both of 2025, respectively, 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;

V.

By ordinary session held on December 12, 2025, the Board of Directors of the National Banking and Securities Commission approved the resolution on the request for authorization to carry out the spin-off of "Banco Regional, S.A., Multibank Institution, Banregio Financial Group".

CONSIDERING

That the Ministry of Treasury and Public Credit, through the Unit of Banking, Securities and Savings, is competent to authorize the merger of a financial entity belonging to a financial group with any entity, in accordance with article 17, in relation to article 19, last paragraph of the Law to Regulate Financial Groups and in exercise of the authority conferred by
article 15, fraction XII of the Internal Regulations of this Ministry;

That by official letters OFI002-896 and OFI002-1042 dated August 27 and October 31, both of 2025, respectively, 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 the requested action;

That by official letter 312-2/10252/2025 dated December 18, 2025, the National Banking and Securities Commission, through the General Directorates of Authorizations to the Financial System and of Supervision of Groups and Financial Intermediaries E, expressed a favorable opinion, in order for this Ministry to authorize the requested action, in terms of the proposal presented;

That by official letter UBVA/CAFVI/001/2026 dated January 15, 2026, the Coordination of Financial Analysis and International Linkage, attached to the Unit of Banking, Securities and Savings, expressed that, based on the financial viability analysis performed, it observes no obstacle to granting the promoters the corresponding authorization;

That the merger subject of this resolution is appropriate, since "Banco Regional, S.A., Multibank Institution, Banregio Financial Group" was spun off through the approval granted by the Board of Directors of the National Banking and Securities Commission, as noted in Background V;

That the Promoting Entities 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 of this official letter, which were attached to the respective file; and

That once the analysis of the documentation presented by the promoting entities in compliance with article 17 of the Law to Regulate Financial Groups was completed 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 appropriateness of the merger described in Background I of this official letter; therefore, it deems it appropriate to issue the following:

RESOLUTION

FIRST.-

The merger of "Hey Banco, S.A., Multibank Institution, Banregio Financial Group", as the surviving merging entity, with the new entity resulting from the spin-off of "Banco Regional, S.A., Multibank Institution, Banregio Financial Group", as the merged entity that will be extinguished, is authorized, in accordance with the terms provided in the respective drafts of the Extraordinary General Shareholders' Meeting Minutes of "Hey Banco, S.A., Multibank Institution, Banregio Financial Group" and of the new entity resulting from the spin-off of "Banco Regional, S.A., Multibank Institution, Banregio Financial Group", subject to the conditions that are established in Resolutive FOURTH of this official letter.

SECOND.-

"Hey Banco, S.A., Multibank Institution, Banregio 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 Extraordinary General Shareholders' Meeting Minutes of "Hey Banco, S.A., Multibank Institution, Banregio Financial Group" is recorded, in which its merger is agreed upon, as the surviving merging entity, with the new entity resulting from the spin-off of "Banco Regional, S.A., Multibank Institution, Banregio Financial Group", as the merged entity that will be extinguished.

B.

Certified copy of the First Testimony of the public deed in which the protocolization of the Extraordinary General Shareholders' Meeting Minutes of the new entity resulting from the spin-off of "Banco Regional, S.A., Multibank Institution, Banregio Financial Group" is recorded, in which its merger is agreed upon, as the merged entity that will be extinguished, with "Hey Banco, S.A., Multibank Institution, Banregio Financial Group", as the surviving merging entity.

THIRD.-

"Hey Banco, S.A., Multibank Institution, Banregio Financial Group" must present to this Administrative Unit, within the deadline granted in Resolutive SECOND above, a simple copy of the records of entry into the Public Commerce Registry, of the public deeds indicated in subsections A and B of the aforementioned Resolutive SECOND. Likewise, "Hey Banco, S.A., Multibank Institution, Banregio 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 this official letter is subject to the following resolutive conditions:

a)

That the respective Extraordinary General Shareholders' Meeting Minutes of "Hey Banco, S.A., Multibank Institution, Banregio Financial Group" and of the new entity resulting from the spin-off of "Banco Regional, S.A., Multibank Institution, Banregio Financial Group" agree to their merger on terms different from those presented to this Ministry; or

b)

That for reasons attributable to "Hey Banco, S.A., Multibank Institution, Banregio Financial Group" the public deeds indicated in subsections A and B of Resolutive SECOND of this official letter are not submitted to the Public Commerce Registry for registration within the deadline referred to in the same.

FIFTH.-

The merger authorized in this official letter will take effect from the date on which the present authorization and the public instruments in which the respective merger agreements are recorded are registered in the corresponding Public Commerce Registry, in accordance with the provisions of article 19, first paragraph of the Law to Regulate Financial Groups, and must inform this Ministry about the date and other data related to the cited registration, 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 Gazette of the Federation, in accordance with the provisions of the second paragraph of
article 19 of the Law to Regulate Financial Groups, at the expense of "Hey Banco,
S.A., Multibank Institution, Banregio Financial Group".

The carrying out of the aforementioned 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.

SEVENTH.-

In accordance with what is established by 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), "Hey Banco, S.A., Multibank Institution, Banregio Financial Group" must inform, through the SIPRES Provider Registry Portal managed by CONDUSEF, about the merger authorized in Resolutive FIRST of this official letter.

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 applicable provisions, fall within the competence of the Ministry of Treasury and Public Credit, through its Unit of Banking, Securities and Savings and does not prejudge the tax implications of the operations subject of this authorization, nor the carrying out of any corporate act that the involved societies carry out, which implies prior authorization or approval by financial, tax or any other authorities, in accordance with 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 further business, I take this opportunity to send you a cordial greeting.

Sincerely

Mexico City, January 16, 2026. - The Head, Alfredo Federico Navarrete Martínez. - Rubric. (R.- 574805)

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