Official Letter Granting Authorization for the Organization and Operation of Banco Bineo, S.A., Multiple Banking Institution, Banorte Financial Group

DOF: 10/10/2022

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

A seal bearing the National Coat of Arms appears on the margin, which reads: United Mexican States.- TREASURY.- Ministry of Finance and Public Credit.- National Banking and Securities Commission.- Presidency.- Vice Presidency of Regulation.- General Directorate of Authorizations to the Financial System.- Vice Presidency of Supervision of Financial Groups and Intermediaries A.- General Directorate of Supervision of Financial Groups and Intermediaries A.- Official Letter No.: P242/2022.- File: CNBV 3S.3.1. 312 (15757).

Subject:

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

BANORTE FINANCIAL GROUP, S.A.B. DE C.V.

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

Montes Urales 424, Floor 3, Office 03B-110
Col. Lomas de Chapultepec V Section, Miguel Hidalgo 11000 Mexico City

TO:

MR. HÉCTOR MARTÍN ÁVILA FLORES
Legal Representative

With writings and information presented on June 30, July 1, October 15, November 9, and December 6, 2021, January 19 and 31, February 17, March 24, April 29, May 24, and August 12, 2022, Grupo Financiero Banorte, S.A.B. de C.V. (GF Banorte) and Ixe Servicios, S.A. de C.V. (Ixe Servicios), requested authorization from the National Banking and Securities Commission for Ixe Servicios to organize and operate as a multiple banking institution to be named Banco Bineo, S.A., Multiple Banking Institution, Banorte Financial Group.

The central proposal of the submitted request considers the transformation of Ixe Servicios, S.A. de C.V., 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, GF Banorte -current shareholder of Ixe Servicios- will have the status of majority shareholder of Banco Bineo, S.A., Multiple Banking Institution, Banorte Financial Group, and the Irrevocable Administration Trust F/744673 will have the status of minority shareholder of that entity. As a consequence of the foregoing, Banco Bineo, S.A., Multiple Banking Institution, Banorte Financial Group will be incorporated as an integrated entity of Grupo Financiero Banorte.

Regarding this matter, the Board of Directors of this Commission, in a session held on September 27, 2022, based on Article 8 of the Credit Institutions Law, and

CONSIDERING

FIRST. - That the documentation and information presented in connection with the request for authorization for the organization and operation of the multiple banking institution to be named Banco Bineo, S.A., Multiple Banking Institution, Banorte Financial Group, complies with the requirements set forth in Articles 9, 10, and 10 Bis of the Credit Institutions Law and in Articles 2, fraction I, and 336 of the General Provisions applicable to credit institutions;

SECOND. - That the Bank of Mexico, through official letter 0F1002-569 dated September 15, 2022, expressed its favorable opinion for the authorization requested to be granted.

Likewise, the aforementioned Central Institute stated in its own official letter the following: "... this Central Bank expresses its favorable opinion for this Commission to grant the requested authorization, provided that to its satisfaction, prior to the start of operations of said credit institution, it is demonstrated that it has a subscribed and paid-up share capital of at least $1,675,000,000.00 (one billion six hundred seventy-five million pesos 00/100 M.N.)"

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

AGREEMENT

"SECOND.- The members of the Board of Directors of the National Banking and Securities Commission, based on Article 12, fractions V and XV of the National Banking and Securities Commission Law, in relation to Article 8 of the Credit Institutions Law, unanimously approved authorizing the organization and operation of a multiple banking institution to be named Banco Bineo, S.A., Multiple Banking Institution, Banorte Financial Group, in terms of the proposal presented.

This authorization is subject to the condition that: i) authorization for the start of operations of Banco Bineo, S.A., Multiple Banking Institution, Banorte Financial Group is obtained from the National Banking and Securities Commission within the timeframe 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 aforementioned legal instrument is accredited, and ii)

authorization is obtained from the Ministry of Finance and Public Credit for the incorporation of Banco Bineo, S.A., Multiple Banking Institution, Banorte Financial Group as an integrated entity of Grupo Financiero Banorte, in terms of what is established in Article 15 of the Law to Regulate Financial Groups.

Additionally, it is subject to compliance with the condition contained in official letter number 0FI002-569 dated September 15, 2022, through which the Bank of Mexico required that, prior to the start of its operations, the subscribed and paid-up share capital of Banco Bineo, S.A., Multiple Banking Institution, Banorte Financial Group, amount to the sum of $1,675,000,000.00.

This agreement is adopted without prejudice to the other authorizations and approvals that, in connection with 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 powers attributed to this Commission during the organization process of Banco Bineo, S.A., Multiple Banking Institution, Banorte Financial Group, in which all applicable conditions and requirements for the start of operations must be met." .

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

BASES

FIRST.-
The name of the company will be Banco Bineo, S.A., Multiple Banking Institution, Banorte Financial Group.

SECOND.-
Its duration will be indefinite.

THIRD.-
Its corporate purpose will include carrying out all activities and providing the services set forth in Article 46 of the Credit Institutions Law.

FOURTH.-
Its corporate domicile will be Mexico City.

FIFTH.-
The amount of its initial share capital will be $1,675,000,000.00 (one billion six hundred seventy-five million pesos 00/100) M.N.

SIXTH.-
The authorization referred to in this official letter is, by its very 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, insofar as not expressly stated in this official letter, to the Political Constitution of the United Mexican States, to international treaties or agreements, to the Credit Institutions Law, to the rules and general provisions applicable to credit institutions issued by the National Banking and Securities Commission, to the provisions regarding its operations issued by the Bank of Mexico, and to other current and future norms and provisions issued by any competent authority, including those relating to operations with resources of illicit origin and terrorism financing, which by their nature are applicable to it.

Furthermore, this Commission, based on Article 8, second paragraph of the Credit Institutions Law and complementarily to the Agreement adopted by the Board of Directors in the terms stated above, issues a favorable opinion on the draft bylaws of Banco Bineo, S.A., Multiple Banking Institution, Banorte Financial Group, in accordance with the document duly sealed and attached to the present.

The petitioner must deliver this Commission, within a period of ninety natural days counted from the date of notification of this official letter, for its approval, the public instrument in which the respective agreements are recorded so that Ixe Servicios adopts the regime of a multiple banking institution and the bylaws of Banco Bineo, S.A., Multiple Banking Institution, Banorte Financial Group are approved, as provided in Article 8, second paragraph of the Credit Institutions Law. In any case, the text of this official letter must be attached to the instrument or a copy thereof integrated into it.

This official letter must be published, at the expense of the interested parties, in the Official Gazette of the Federation and in two widely circulated newspapers of its corporate domicile, in accordance with what is provided in Article 8, last paragraph of the Credit Institutions Law.

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

Respectfully,

Mexico City, September 30, 2022. - President, Dr. Jesús de la Fuente Rodríguez.-

Rubric.

(R.- 5273 55)

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