Official Letter Authorizing the Merger of Operadora de Fondos Banorte-Ixe, S.A. de C.V. with Interacciones Sociedad Operadora de Fondos de Inversión, S.A. de C.V.

DOF: 16/08/2018

OFFICIAL LETTER authorizing the merger of Operadora de Fondos Banorte-Ixe, S.A. de C.V., Investment Fund Operator, Grupo Financiero Banorte, as the surviving merging entity with Interacciones Investment Fund Operator, S.A. de C.V., Grupo Financiero Interacciones, as the extinguished merging entity.

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.- Official Letter No. UBVA/DGABV/489/2018.- UBVA/DGAAF/155/2018.

OPERADORA DE FONDOS BANORTE IXE, S.A. DE C.V., INVESTMENT FUND OPERATOR, GRUPO FINANCIERO BANORTE

Present

INTERACCIONES INVESTMENT FUND OPERATOR, 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

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 "Operadora de Fondos Banorte Ixe, S.A. de C.V., Investment Fund Operator, 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 Investment Fund Operator, 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 extinguished merging 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 "Operadora de Fondos Banorte-Ixe, S.A. de C.V., Investment Fund Operator, Grupo Financiero Banorte" as the surviving merging entity with "Interacciones Investment Fund Operator, S.A. de C.V., Grupo Financiero Interacciones" as the extinguished merging 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.

2.

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 official letters 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 official letters 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, investment fund operator companies.

3.

Through official letter 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 "Operadora de Fondos Banorte-Ixe, S.A. de C.V., Investment Fund Operator, Grupo Financiero Banorte" as the surviving merging entity with "Interacciones Investment Fund Operator, S.A. de C.V., Grupo Financiero Interacciones" as the extinguished merging 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 "Operadora de Fondos Banorte-Ixe, S.A. de C.V., Investment Fund Operator, Grupo Financiero Banorte" is recorded, in which its merger as a merging entity with "Interacciones Investment Fund Operator, S.A. de C.V., Grupo Financiero Interacciones" as the merging entity is agreed, in accordance with the project sent through 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 "Interacciones Investment Fund Operator, S.A. de C.V., Grupo Financiero Interacciones" is recorded, in which its merger as a merging entity with "Operadora de Fondos Banorte-Ixe, S.A. de C.V., Investment Fund Operator, Grupo Financiero Banorte" as the surviving merging entity is agreed, in accordance with the project sent through writing received on May 11, 2018.

C.

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

D.

The financial statements on the basis of which the merger of "Operadora de Fondos Banorte-Ixe, S.A. de C.V., Investment Fund Operator, Grupo Financiero Banorte" with "Interacciones Investment Fund Operator, S.A. de C.V., Grupo Financiero Interacciones" will be carried out, as well as the pro forma financial statements of the surviving 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 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 "Operadora de Fondos Banorte Ixe, S.A. de C.V., Investment Fund Operator, 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 Investment Fund Operator, 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. 211,477 of July 4, 2018, granted before the notary public lawyer Cecilio González Márquez, Holder of Public Notary Office No. 151 of Mexico City, in which the protocolization of:

(i)

Minutes of the Extraordinary General Shareholders' Meeting of "Operadora de Fondos Banorte-Ixe, S.A. de C.V., Investment Fund Operator, Grupo Financiero Banorte", held on July 4, 2018, through which it was agreed, among others, its merger as a surviving merging entity with "Interacciones Investment Fund Operator, S.A. de C.V., Grupo Financiero Interacciones" as the extinguished merging entity.

(ii)

Minutes of the Extraordinary General Shareholders' Meeting of "Interacciones Investment Fund Operator, S.A. de C.V., Grupo Financiero Interacciones", held on July 4, 2018, through which its merger as an extinguished merging entity with "Operadora de Fondos Banorte-Ixe, S.A. de C.V., Investment Fund Operator, Grupo Financiero Banorte" as the surviving merging entity was agreed, and

(iii)

Merger Agreement entered into on July 4, 2018 between "Operadora de Fondos Banorte-Ixe, S.A. de C.V., Investment Fund Operator, Grupo Financiero Banorte" as the surviving merging entity with "Interacciones Investment Fund Operator, S.A. de C.V., Grupo Financiero Interacciones" as the extinguished merging entity.

b.

The financial statements on the basis of which the merger of "Operadora de Fondos Banorte-Ixe, S.A. de C.V., Investment Fund Operator, Grupo Financiero Banorte" with "Interacciones Investment Fund Operator, S.A. de C.V., Grupo Financiero Interacciones" will be carried out, as well as the pro forma financial statements of the surviving entity, in which effect is given to the merger.

CONSIDERING

1.

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

2.

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

3.

That from an accounting-financial point of view, the merger between "Operadora de Fondos Banorte-Ixe, S.A. de C.V., Investment Fund Operator, Grupo Financiero Banorte" as the surviving merging entity with "Interacciones Investment Fund Operator, S.A. de C.V., Grupo Financiero Interacciones" as the extinguished merging entity is considered viable.

4.

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 extinguished merging entity, which must take effect in terms of the provisions of the first paragraph of article 19 of the Law to Regulate Financial Groups.

5.

That the request for authorization for the merger between "Operadora de Fondos Banorte-Ixe, S.A. de C.V., Investment Fund Operator, Grupo Financiero Banorte" as the surviving merging entity with "Interacciones Investment Fund Operator, S.A. de C.V., Grupo Financiero Interacciones" as the extinguished merging entity, referred to in point B of Background 1 of this official letter, complies with the legal and administrative provisions applicable to the authorization procedure for two financial entities belonging to the same Financial Group to merge, and

6.

That once the information and documentation presented by "Operadora de Fondos Banorte-Ixe, S.A. de C.V., Investment Fund Operator, Grupo Financiero Banorte" and by "Interacciones Investment Fund Operator, 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 "Operadora de Fondos Banorte-Ixe, S.A. de C.V., Investment Fund Operator, Grupo Financiero Banorte" as the surviving merging entity with "Interacciones Investment Fund Operator, S.A. de C.V., Grupo Financiero Interacciones" as the extinguished merging 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 211,477, of July 4, 2018, granted before the notary public lawyer Cecilio González Márquez, Holder of Public Notary Office No. 151 of Mexico City, and in terms of the respective merger agreement entered into on July 4, 2018, protocolized through the referenced public deed.

This authorization is subject to the resolutive condition consisting of not remitting to this Ministry the proof 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 official letter 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 Journal 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 "Operadora de Fondos Banorte-Ixe, S.A. de C.V., Investment Fund Operator, 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, "Operadora de Fondos Banorte-Ixe, S.A. de C.V., Investment Fund Operator, Grupo Financiero Banorte" will result as universal successor to "Interacciones Investment Fund Operator, 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 "Operadora de Fondos Banorte-Ixe, S.A. de C.V., Investment Fund Operator, Grupo Financiero Banorte" to merge "Interacciones Investment Fund Operator, S.A. de C.V., Grupo Financiero Interacciones", referred to in Resolutive First of this official letter, the authorization granted to "Interacciones Investment Fund Operator, S.A. de C.V., Grupo Financiero Interacciones" to organize and operate as an investment fund operator company, 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 "Operadora de Fondos Banorte-Ixe, S.A. de C.V., Investment Fund Operator, Grupo Financiero Banorte" and to "Interacciones Investment Fund Operator, S.A. de C.V., Grupo Financiero Interacciones", with the indication that they must inform this Department 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 inscription is verified.

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

Without further particular matter, I take this 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.- 471873)

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