Official Letter granting authorization for the organization and operation of a multiple banking institution to be named Hey Banco, S.A., Multiple Banking Institution, Banregio Financial Group

DOF: July 21, 2023

OFFICIAL LETTER granting authorization for the organization and operation of a multiple banking institution to be named Hey Banco, S

In the margin a seal with the National Shield, reading: United Mexican States.- TREASURY.- Secretariat of Treasury and Public Credit.- National Banking and Securities Commission.- Presidency.- Vicepresidency of Normativity.- General Directorate of Authorizations to the Financial System.- Vicepresidency of Supervision of Groups and Financial Intermediaries B.- General Directorate of Supervision of Groups and Financial Intermediaries E.- Official Letter No.: P220/2023.- File: CNBV.3S.1.312 (16105).

Subject:

Authorization for the organization and operation of a multiple banking institution to be named Hey Banco, S.A., Multiple Banking Institution, Banregio Financial Group.

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

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

Av. Pedro Ramírez Vázquez No. 200 - 12

Col. Parque Corporativo Uccaly

66278 San Pedro Garza García, Nuevo León

ATTENTION:

ATTORNEY MANUEL GERARDO RIVERO ZAMBRANO AND
SANJUANA HERRERA GALVÁN

Representatives

With writings and information presented on May 20 and October 24, 2022, February 9, May 4 and June 29, 2023, Banregio Grupo Financiero, S.A. de C.V. (Banregio GF) and Servicios Banregio, S.A. de C.V., Banregio Grupo Financiero (Servicios Banregio), requested the National Banking and Securities Commission authorization for Servicios Banregio to organize and operate as a multiple banking institution to be named Hey Banco, S.A., Multiple Banking Institution, Banregio Financial Group.

The central proposal of the submitted request considers the transformation of Servicios Banregio into a multiple banking institution in accordance with the provisions of the Credit Institutions Law and the General Provisions applicable to credit institutions. According to the proposed corporate scheme, Banregio GF -current majority shareholder of Servicios Banregio- will have the character of majority shareholder of Hey Banco, S.A., Multiple Banking Institution, Banregio Financial Group and Citizen Manuel G. Rivero Santos will have the character of minority shareholder of that entity. As a consequence of the above, Hey Banco, S.A., Multiple Banking Institution, Banregio Financial Group will be incorporated as an integrating entity of Grupo Financiero Banregio.

On this matter, the Board of Governors of this Commission, in session held on July 7, 2023, based on article 8 of the Credit Institutions Law and,

CONSIDERING

FIRST.- That the documentation and information presented on the occasion of the request for authorization for the organization and operation of the multiple banking institution to be named Hey Banco, S.A., Multiple Banking Institution, Banregio Financial Group, complies with the requirements provided in articles 9, 10 and 10 Bis of the Credit Institutions Law and in articles 2, section I and 336 of the General Provisions applicable to credit institutions;

SECOND.- That the Bank of Mexico, through official letter 0F1002-716 dated June 29, 2023, expressed its favorable opinion for the requested authorization to be granted.

Likewise, the cited Central Institute in its own official letter indicated the following: "... this Central Bank manifests its favorable opinion for that Commission to grant the requested authorization.

The above, always provided that, prior to the corresponding start of operations, that Commission ensures that the subscribed and paid-in share capital of the said credit institution is at least, one thousand two hundred eighty-eight million pesos, National Currency, which is the minimum necessary amount of capital resulting from the information provided by the promoters taking into account the base scenarios of the financial model that integrates the file of their request, with which full compliance would be given to the provisions of articles 19 and 50 of the Credit Institutions Law, and a level of capital adequacy would be maintained for the stability and correct functioning of Hey Banco during the first years, and under the understanding that, if additional capital to this is required subsequently to the authorization, based on the corporate strategy that said credit institution follows in relation to credits generated under the brand "Hey" through the infrastructure of Banco Regional, S.A., Multiple Banking Institution, Banregio Grupo Financiero, it will be contributed in due time by the shareholders of the new multiple banking institution. " .

THIRD.- That from the analysis of the documentation and information received it was concluded that from the legal, financial, operational, information security, operational risk management and information technology point of view, it is appropriate that the requested authorization be granted, adopted the following:

AGREEMENT

" THIRD.- The members of the Board of Governors of the National Banking and Securities Commission, based on article 12, sections V and XV of the Law of the National Banking and Securities Commission, in relation to article 8 of the Credit Institutions Law, approved by unanimity that the organization and operation of a multiple banking institution to be named Hey Banco, S.A., Multiple Banking Institution, Banregio Financial Group, be authorized, in terms of the proposal presented.

The present authorization is subject to the condition that: i) authorization is obtained from the National Banking and Securities Commission for the start of operations of Hey Banco, S.A., Multiple Banking Institution, Banregio Financial Group within the period established in article 8, third paragraph of the Credit Institutions Law, which will proceed once compliance with the requirements established in article 46 Bis of the same legal order is accredited, and ii) authorization is obtained from the Secretariat of Treasury and Public Credit for the incorporation of Hey Banco, S.A., Multiple Banking Institution, Banregio Financial Group as an integrating entity of Grupo Financiero Banregio, in terms of the provisions of article 15 of the Law to Regulate Financial Groups.

On the other hand, in accordance with the indicated by the Bank of Mexico in its official letter 0FI002-716 dated June 29, 2023, Hey Banco, S.A., Multiple Banking Institution, Banregio Financial Group must attend to the following: i) prior to its start of operations it must have a subscribed and paid-in share capital that amounts to the quantity of $1,288,000,000.00, in accordance with the attributions of the National Banking and Securities Commission, and ii) if additional capital to that indicated in the previous numeral is required, subsequent to the granted authorization, based on the corporate strategy that said credit institution follows in relation to credits generated under the brand "Hey", through the infrastructure of Banco Regional, S.A., Multiple Banking Institution, Banregio Grupo Financiero, this will be contributed opportunistically by the shareholders of the new multiple banking institution.

The present agreement is adopted without prejudice to the other authorizations and approvals that on the occasion of the described act, must be obtained from the National Banking and Securities Commission and other competent authorities, in terms of the applicable legal provisions, as well as the exercise of the faculties attributed to the Commission itself during the organization process of Hey Banco, S.A., Multiple Banking Institution, Banregio Financial Group, in which all applicable conditions and requirements for the start of operations must be complied with. " .

The entity whose organization and operation is authorized, will be subject to the following:

BASES

FIRST.-
The name of the society will be Hey Banco, S.A., Multiple Banking Institution, Banregio Financial Group.

SECOND.-
Its duration will be indefinite.

THIRD.-
Its corporate purpose will comprise the realization of all activities and the provision of the services indicated in article 46 of the Credit Institutions Law.

FOURTH.-
Its social domicile will be in the Municipality of San Pedro Garza García, in the State of Nuevo León.

FIFTH.-
The amount of its initial share capital will be $700,000,000.00 (seven hundred million pesos 00/100 M.N.)

SIXTH.-
The authorization referred to in this official letter is, by its own nature, non-transferable.

SEVENTH.-
The institution will be subject to the supervision of the National Banking and Securities Commission.

EIGHTH.-
The banking and credit service that the institution provides by virtue of this authorization, as well as the other operations it carries out, as well as its organization and functioning in general, will be subject, in what is not indicated expressly in this official letter, to the Political Constitution of the United Mexican States, to the treaties or international agreements, to the Law of Credit Institutions, to the rules and general provisions applicable to credit institutions issued by the National Banking and Securities Commission, to the provisions that regarding its operations issues the Bank of Mexico and to the other norms and provisions in force and those that are issued in the future by any authority competent, including those relative to operations with resources of illicit origin and financing of terrorism, that by their nature are applicable to it.

On the other hand, this Commission based on article 8, second paragraph of the Credit Institutions Law and complementarily to the Agreement adopted by the Board of Governors in the terms previously exposed, issues favorable opinion to the project of social statutes of Hey Banco, S.A., Multiple Banking Institution, Banregio Financial Group, according to the document that duly sealed is annexed to the present.

The promoter must deliver to this Commission, within a period of ninety natural days counted from the date of notification of this official letter, for its approval, of the public instrument in which the respective agreements are recorded for Servicios Banregio to adopt the regime of multiple banking institution and the social statutes of Hey Banco, S.A., Multiple Banking Institution, Banregio Financial Group are approved, according to the provisions of article 8, second paragraph of the Credit Institutions Law. In any case, the text of this official letter must be added to the relative instrument, or a copy of the same must be integrated into it.

The present official letter must be published, at the cost of the interested parties, in the Official Gazette of the Federation and in two newspapers of wide circulation of its social domicile, in accordance with the provisions of article 8, last paragraph of the Credit Institutions Law.

The above is communicated based on articles 16, sections I and VI of the Law of the National Banking and Securities Commission and 9, 13, 14 and 15 of the Internal Regulations of the National Banking and Securities Commission.

Atentamente

Mexico City, July 11, 2023 .- President , Dr. Jesús de la Fuente Rodríguez .- Signature.

(R.- 539347)

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