Official Letter whereby the incorporation of Banco Bineo, S.A., Multiple Banking Institution, Grupo Financiero Banorte, S.A.B. de C.V., is authorized as an integrating financial entity of Grupo Financiero Banorte, S.A.B. de C.V.

Official Gazette of the Federation: 15/02/2023

OFFICIAL LETTER whereby the incorporation of Banco Bineo, S.A. is authorized

In the margin a seal with the National Shield, reading: United Mexican States.- FINANCE.- Secretariat of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Banking, Securities and Savings Unit.- Official Letter No. UBVA/342/2022.

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

P R E S E N T

The Secretariat 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; 15 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 Secretariat of Finance and Public Credit; and in attention to the following:

BACKGROUND

I.

By means of initial writing received in this Administrative Unit on August 12, 2021 and its scopes presented on September 2 and October 21, both of 2022, " Grupo Financiero Banorte, S.A.B. de C.V. " (Grupo Financiero Banorte) and " Ixe Servicios, S.A. de C.V. " (Ixe Servicios), requested authorization and approval from this Secretariat, as appropriate, for:

A.

The incorporation of Banco Bineo, S.A. Multiple Banking Institution " (Banco Bineo) as a financial entity integrante of Grupo Financiero Banorte, subject to the authorization that, as appropriate, is issued by the National Banking and Securities Commission for the organization and operation of Ixe Servicios as a multiple banking institution under the name of Banco Bineo.

B.

Derived from the above, in order to contemplate Banco Bineo as a financial entity integrante of Grupo Financiero Banorte:

a)

The modification of Article Second of the Bylaws of Grupo Financiero Banorte, and

b)

The modification of the Single Responsibility Agreement that this Controlling Company has entered into with the financial entities integrantes of the Financial Group.

II.

By means of official letters UBVA/DGABV/368/2021 dated August 19, 2021 and UBVA/DGABV/442/2022 dated September 20, 2022, the Deputy General Directorate of Banking and Securities requested the opinion of the Bank of Mexico.

III.

By means of official letters UBVA/DGABV/367/2021 dated August 19, 2021, UBVA/DGABV/443/2022 and UBVA/DGABV/521/2022, dated September 20 and October 25, both of 2022, respectively, the Deputy General Directorate of Banking and Securities attached to this Administrative Unit, requested the opinion of the National Banking and Securities Commission.

IV.

By means of official letters UBVA/DGABV/369/2021 dated August 19, 2021 and UBVA/DGABV/444/2022 dated September 20, 2022, the Deputy General Directorate of Banking and Securities requested the opinion of the Deputy General Directorate of Financial Analysis and International Liaison, attached to this Administrative Unit; and

CONSIDERING

1.

That the Secretariat of Finance and Public Credit, through its Banking, Securities and Savings Unit, is competent to authorize the incorporation of a financial entity into a financial group, in terms of article 15 in relation to article 19, last paragraph, of the Law to Regulate Financial Groups and in exercise of the authority conferred by article 27, section XII, of the Internal Regulations of this Secretariat;

2.

That by means of official letter P242/2022 dated September 30, 2022, the National Banking and Securities Commission, through its President, communicated to Grupo Financiero Banorte and Ixe Servicios, that the Board of Governors of said Commission in session held on September 27, 2022, approved that the organization and operation of a multiple banking institution to be named " Banco Bineo, S.A., Multiple Banking Institution, Grupo Financiero Banorte " be authorized.

3.

That by means of official letter OFI002-470 dated October 6, 2022, the Bank of Mexico through the Directorates of Regulation and Supervision, and of Authorizations and Sanctions of Central Banking, manifested favorable opinion to the effect that this Secretariat authorize what is requested;

4.

That by means of official letter 312-2/2511836/2022 dated November 11, 2022, the National Banking and Securities Commission through the General Directorates of Authorizations to the Financial System and, of Supervision of Groups and Financial Intermediaries A, manifested favorable opinion to the effect that this Secretariat authorize and approve the acts in question, in the terms of the proposal presented;

5.

That by means of official letter UBVA/DGAAFVI/102/2022 dated October 20, 2022, the Deputy General Directorate of Financial Analysis and International Liaison, manifested that from a financial point of view no inconvenience is observed to grant the promoters the corresponding authorization;

6.

That the promoting companies accredited total compliance with the requirements established by article 15 of the Law to Regulate Financial Groups, to request authorization from this Secretariat to carry out the incorporation described in subsection A, of Background I of this official letter, which were added to the respective file;

7.

That once the analysis of the documentation exhibited by the promoting companies in compliance with article 15 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 validity of the mergers in question; therefore it sees fit to issue the following:

RESOLUTION

FIRST.-

The incorporation of " Banco Bineo, S.A., Multiple Banking Institution, Grupo Financiero Banorte " as a financial entity integrante of " Grupo Financiero Banorte, S.A.B. de C.V. " is authorized, in accordance with the terms provided in the respective projects of: (i) Minutes of the Extraordinary General Shareholders' Meeting of " Grupo Financiero Banorte, S.A.B. de C.V. " and (ii) Unanimous Resolutions Adopted outside of Meeting by the Shareholders of " Ixe Servicios, S.A. de C.V. " , subject to the conditions established in the FOURTH Resolution of this official letter.

SECOND.-

" Grupo Financiero Banorte, S.A.B. de C.V. " must exhibit to this Administrative Unit, within forty business days following that in which they are recorded before a public notary, the following instruments, the content of which must be in accordance with the terms in which the respective projects were presented to this Secretariat:

i)

Certified copy of the First Testimony of the public deed in which the protocolization of the Minutes of the Extraordinary General Shareholders' Meeting of " Grupo Financiero Banorte, S.A.B. de C.V. " is recorded, in which the incorporation of " Banco Bineo, S.A., Multiple Banking Institution, Grupo Financiero Banorte " , as a financial entity integrante of that Financial Group is agreed.

ii)

Certified copy of the First Testimony of the public deed in which the protocolization of the Unanimous Resolutions Adopted outside of Meeting by the Shareholders of " Ixe Servicios, S.A. de C.V. " is recorded, in which, among others, the adoption of the regime of a multiple banking institution under the name of " Banco Bineo, S.A., Multiple Banking Institution, Grupo Financiero Banorte " and its incorporation into that Financial Group, as a financial entity integrante of the same, is agreed.

THIRD.-

" Grupo Financiero Banorte, S.A.B. de C.V. " must exhibit to this Administrative Unit, within the period granted in the previous SECOND Resolution, simple copy of the registration records before the Public Registry of Commerce, of the public deeds indicated in subsections i) and ii) of the cited SECOND Resolution, it being understood that, as corresponds to the amendment to the bylaws of the Controlling Company, as well as the modification of the Single Responsibility Agreement that this Controlling Company has entered into with the financial entities integrantes of the financial group, their registry registration will proceed once the approval of this Secretariat is obtained.

Also, " Grupo Financiero Banorte, S.A.B. de C.V. " must 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 following that in which they are obtained.

FOURTH.-

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

a)

That the respective Extraordinary General Shareholders' Meeting of " Grupo Financiero Banorte, S.A.B. de C.V. " and Unanimous Resolutions Adopted outside of Meeting by the Shareholders of " Ixe Servicios, S.A. de C.V. " , agree the incorporation of " Banco Bineo, S.A., Multiple Banking Institution, Grupo Financiero Banorte " , in terms different from the proposal presented before this Secretariat;

or

well,

b)

That for reasons attributable to " Grupo Financiero Banorte, S.A.B. de C.V. " , the public deeds indicated in subsections i) and ii) of the SECOND Resolution of this official letter are not entered before the Public Registry of Commerce for their registration, within the period referred to in the cited SECOND Resolution of this official letter.

FIFTH.-

The incorporation authorized in this official letter will take effect from the date on which the present authorization and the public instruments in which the respective incorporation agreements are recorded, are registered in the corresponding Public Registry of Commerce, in accordance with the provisions of article 19, first paragraph, of the Law to Regulate Financial Groups, having to inform this Secretariat about the date and other data relative to the aforementioned registration, in a period of ten business days counted from the date on which this has been verified.

SIXTH .-

The present authorization and the respective incorporation agreements, 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 cost of " Grupo Financiero Banorte, S.A.B. de C.V. " .

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

SEVENTH .-

In order for this Banking, Securities and Savings Unit to be in a position to approve the modification of Article Second of the bylaws of " Grupo Financiero Banorte, S.A.B. de C.V. " , as well as of the Single Responsibility Agreement that this Controlling Company has entered into with the financial entities integrantes of the financial group, it communicates to you that prior to the registration of the same, you must remit, within twenty business days following the date on which they are carried out, and in the terms of the projects presented on October 21, 2022, the following:

A.

First Testimony and two simple copies of the public deed in which the protocolization of the Minutes of the Extraordinary General Shareholders' Meeting of " Grupo Financiero Banorte, S.A.B. de C.V. " is recorded, in which the modification of Article Second of its bylaws and of the Single Responsibility Agreement is agreed, in order to contemplate " Banco Bineo, S.A., Multiple Banking Institution, Grupo Financiero Banorte " , as a financial entity integrante of that Financial Group, and

B.

First Testimony and two simple copies of the public deed in which the protocolization of the Amending Agreement to the Single Responsibility Agreement is recorded, in order to contemplate the incorporation in question.

EIGHTH .-

In terms of established by the Twenty-Fourth of the General Provisions for the registration of financial service providers, " Grupo Financiero Banorte, S.A.B. de C.V. " , must inform through the Financial Service Providers Registry Portal (SIPRES) in charge of the National Commission for the Protection and Defense of Users of Financial Services (CONDUSEF), the incorporation authorized in the FIRST Resolution of this official letter.

The present 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 corresponds to resolve to the Secretariat of Finance and Public Credit, through its Banking, Securities and Savings Unit and does not prejudge the fiscal 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, fiscal 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 another particular, I take the opportunity to send you a cordial greeting.

Sincerely

Mexico City, November 17, 2022.- The Head of the Unit, Alfredo Federico Navarrete Martínez .- Signature .

(R.- 532076)

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