Resolution modifying the authorization for the constitution and operation of a financial group controlled by Grupo Financiero Banorte, S.A.B. de C.V.

DOF: 04/03/2016

RESOLUTION modifying the authorization for the constitution and operation of a financial group controlled by the company named Grupo Financiero Banorte, S.A. de C.V.

A seal with the National Emblem appears on the margin, stating: United Mexican States.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Unit of Banking, Securities and Savings.- General Adjunct Directorate of Banking and Securities.- Office No. UBVA/063/2015.

Resolution modifying the authorization for the constitution and operation of a financial group controlled by the company named "Grupo Financiero Banorte, S.A. de C.V."

The Ministry of Finance 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 and 11 of the Law to Regulate Financial Groups, in exercise of the powers conferred by Article 27, fraction XXXIII of the Internal Regulations of the Ministry of Finance and Public Credit and in view of the following:

BACKGROUND

1.

Through office 102-E-366-DGSV-1520 dated June 30, 1992, published in the Official Gazette of the Federation on August 21, 1992, this Ministry authorized "Afin Grupo Financiero, S.A. de C.V." to constitute and operate as a financial group, in accordance with the provisions of Article 6 of the Law to Regulate Financial Groups, which was modified by agreement of November 29, 1993, published in the Official Gazette of the Federation on February 1, 1994, to contemplate the change of its name to "Grupo Financiero Banorte, S.A. de C.V.". The aforementioned authorization was last modified by Resolution UBA/014/2005, dated January 20, 2005, published in the Official Gazette of the Federation on February 11, 2005;

2.

Through office UBA/118/2006 of August 24, 2006, published in the Official Gazette of the Federation on August 8, 2007, this Ministry, through the then Unit of Banking and Savings, based on Articles 10 and 17 of the Law to Regulate Financial Groups in force on January 10, 2014, authorized the merger of "Banco Mercantil del Norte, S.A., Multiple Banking Institution, Grupo Financiero Banorte", as the merging entity that survived, with "Banco del Centro, S.A., Multiple Banking Institution, Grupo Financiero Banorte", as the merged entity that extinguished, and consequently the modification of Article Two of the bylaws of "Grupo Financiero Banorte, S.A. de C.V.", to omit from the entities comprising the Financial Group "Banco del Centro, S.A., Multiple Banking Institution, Grupo Financiero Banorte";

3.

Through office UBA/DGABM/513/2007 of March 13, 2007, the aforementioned Unit of Banking and Savings, based on Article 17 of the Law to Regulate Financial Groups in force on January 10, 2014, approved, among others, the modification of Article Two of the bylaws of "Grupo Financiero Banorte, S.A. de C.V.", to omit from said legal instrument "Fianzas Banorte, S.A. de C.V., Grupo Financiero Banorte" as an entity comprising said financial group, due to its separation, which was authorized through various UBA/040/2007 of February 28, 2007;

4.

Through office UBA/DGABM/1293/2007 of September 4, 2007, the then Unit of Banking and Savings, based on Article 17 of the Law to Regulate Financial Groups in force on January 10, 2014, approved, among others, the modification of Article One of the bylaws of "Grupo Financiero Banorte, S.A. de C.V.", with the aim of modifying its name to "Grupo Financiero Banorte, S.A.B. de C.V.", due to the issuance of the Securities Market Law, published in the Official Gazette of the Federation on December 30, 2005;

5.

Through office UBVA/DGABV/264/2008 of March 4, 2008, the Unit of Banking, Securities and Savings, based on Article 17 of the Law to Regulate Financial Groups in force on January 10, 2014, approved the modification of Article Two of the bylaws of "Grupo Financiero Banorte, S.A.B. de C.V.", to omit from said legal instrument "Arrendadora y Factor Banorte, S.A. de C.V., Multiple Purpose Financial Company, Regulated Entity, Grupo Financiero Banorte", due to the merger of said company as the merged company that extinguished, with "Arrendadora Banorte, S.A. de C.V., Multiple Purpose Financial Company, Regulated Entity, Grupo Financiero Banorte", as the merging company that survived under the name of the first, and which was authorized through various UBA/240A/ 2007 of December 14, 2007.

It is not omitted to mention that this Ministry, through the then Unit of Insurance, Securities and Pensions, currently the Unit of Insurance, Pensions and Social Security, through offices 366-l-A- USVP-380/07 and 366-l-A-USVP-393/07 dated December 18 and 21, 2007, respectively, both published in the Official Gazette of the Federation on April 23, 2008, resolved to nullify the authorizations granted to "Arrendadora Banorte, S.A. de C.V., Auxiliary Organization of Credit, Grupo Financiero Banorte" and to "Factor Banorte, S.A. de C.V., Auxiliary Organization of Credit, Grupo Financiero Banorte", due to their conversion into multiple purpose financial companies and the change of name of said entities;

6.

Through office UBVA/DGABV/214/2010 of March 17, 2010, the Unit of Banking, Securities and Savings, based on Article 17 of the Law to Regulate Financial Groups in force on January 10, 2014, approved the modification of Article Two of the bylaws of "Grupo Financiero Banorte, S.A.B. de C.V.", to omit from said legal instrument, as an entity comprising the aforementioned financial group, "Créditos Pronegocio, S.A. de C.V., Limited Purpose Financial Company, Grupo Financiero Banorte", due to the merger of that company in its capacity as merged entity that extinguished with "Banco Mercantil del Norte, S.A., Multiple Banking Institution, Grupo Financiero Banorte", in its capacity as merging entity that survived, which was authorized by the National Banking and Securities Commission through office 310-86673-2009 of July 21, 2009, as well as by this Ministry through various UBVA/DGABV/724/2009 of August 11, 2009;

7.

Through office UBVA/DGABV/251/2011 of April 6, 2011, based on Article 17 of the Law to Regulate Financial Groups in force on January 10, 2014, this Ministry, through this Administrative Unit, approved the modification of Articles Two, Ten, Twenty-One, Twenty-Five, Thirty-One, Thirty-Two and Thirty-Six of the bylaws of "Grupo Financiero Banorte, S.A.B. de C.V.", as a consequence of the merger of that Financial Group, as the merging entity that survived, with "Ixe Grupo Financiero, S.A.B. de C.V.", as the merged entity that extinguished, which was authorized through various UBVA/012/2011 of March 8, 2011;

8.

Through office UBVA/DGABV/277/2012 of April 27, 2012, this Ministry, through this Administrative Unit based on Article 17 of the Law to Regulate Financial Groups in force on January 10, 2014, approved the modification of Article Two of the bylaws of "Grupo Financiero Banorte, S.A.B. de C.V.", as well as the respective Single Agreement of Responsibilities, due to the merger of "Ixe Casa de Bolsa, S.A. de C.V., Grupo Financiero Banorte", in its capacity as merging entity that survived with "Casa de Bolsa Banorte, S.A. de C.V., Grupo Financiero Banorte", in its capacity as merged entity that extinguished, authorized through various UBVA/099/2011 of December 9, 2011 in terms of the provisions of Article 10 of the Law to Regulate Financial Groups in force on January 10, 2014;

9.

Through office UBVA/DGABV/438/2013 of June 12, 2013, this Ministry, through this Administrative Unit based on Article 17 of the Law to Regulate Financial Groups in force on January 10, 2014, approved the modification of Article Two of the bylaws of "Grupo Financiero Banorte, S.A.B. de C.V.", as well as the respective Single Agreement of Responsibilities, due to the merger of "Arrendadora y Factor Banorte, S.A. de C.V., Multiple Purpose Financial Company, Regulated Entity, Grupo Financiero Banorte", in its capacity as merging entity that survived with "Ixe Automotriz, S.A. de C.V., Multiple Purpose Financial Company, Regulated Entity, Grupo Financiero Banorte", as the merged entity that extinguished, authorized through various UBVA/015/2013 of March 21, 2013, published in the Official Gazette of the Federation on June 6, 2014, in terms of the provisions of Article 10 of the aforementioned legislation;

10.

Through office UBVA/593/2013 of August 14, 2013, this Ministry, through this Administrative Unit based on Article 17 of the Law to Regulate Financial Groups in force on January 10, 2014, approved the modification of Article Two of the bylaws of "Grupo Financiero Banorte, S.A.B. de C.V.", as well as the respective Single Agreement of Responsibilities, due to the following corporate acts:

a)

The merger of "Ixe Soluciones, S.A. de C.V., Multiple Purpose Financial Company, Regulated Entity, Grupo Financiero Banorte", in its capacity as merging entity that survived with "Sólida Administradora de Portafolios, S.A. de C.V." in its capacity as merged entity that extinguished, which was authorized through various UBVA/053/2013 of May 21, 2013 in terms of the provisions of Article 10 of the Law to Regulate Financial Groups in force on January 10, 2014.

b)

The Merger of "Ixe Banco, S.A., Multiple Banking Institution, Grupo Financiero Banorte" and of "Fincasa Hipotecaria, S.A. de C.V., Multiple Purpose Financial Company, Regulated Entity, Grupo Financiero Banorte", due to the merger of both entities in their capacity as merged entities that extinguished, with "Banco Mercantil del Norte, S.A., Multiple Banking Institution, Grupo Financiero Banorte", in its capacity as merging entity that survived, which was authorized by the National Banking and Securities Commission through office 210-27564/2013 of April 15, 2013, and

c)

The change of name of "Ixe Soluciones, S.A. de C.V., Multiple Purpose Financial Company, Regulated Entity, Grupo Financiero Banorte", to "Sólida Administradora de Portafolios, S.A. de C.V., Multiple Purpose Financial Company, Regulated Entity, Grupo Financiero Banorte", and of "Ixe Fondos, S.A. de C.V., Investment Society Operating Company, Grupo Financiero Banorte" to "Operadora de Fondos Banorte Ixe, S.A. de C.V., Investment Society Operating Company, Grupo Financiero Banorte";

11.

Through office UBVA/DGABV/772/2014 of September 18, 2014, this Department based on the provisions of Article 17 of the Law to Regulate Financial Groups in force on January 10, 2014, approved the modification of Article Two of the Bylaws of "Grupo Financiero Banorte, S.A.B. de C.V.", to contemplate the change of name of "Seguros Banorte Generali, S.A. de C.V., Grupo Financiero Banorte" and of "Pensiones Banorte Generali, S.A. de C.V., Grupo Financiero Banorte" to "Seguros Banorte, S.A. de C.V., Grupo Financiero Banorte" and "Pensiones Banorte, S.A. de C.V., Grupo Financiero Banorte", respectively;

12.

In accordance with Article Fifty-Two, fraction IV, of the Decree by which various provisions in financial matters are reformed, added and repealed and the Law to Regulate Financial Groups is issued, published in the Official Gazette of the Federation on January 10, 2014, the Controlling Companies and Financial Groups that at the entry into force of said Law have authorization to constitute and operate as such in accordance with the repealed Law to Regulate Financial Groups, shall be deemed authorized in terms of Article 11 of the Law to Regulate Financial Groups in force from January 11, 2014;

13.

Through office 312-3/113075/2014 of October 13, 2014, the National Banking and Securities Commission approved the statutory reform of "Operadora de Fondos Banorte Ixe, Sociedad Anónima de Capital Variable, Investment Society Operating Company, Grupo Financiero Banorte" in order to contemplate the change of its corporate name to "Operadora de Fondos Banorte Ixe, Sociedad Anónima de Capital Variable, Investment Fund Operating Company, Grupo Financiero Banorte", in compliance with the provisions of Article Thirty-Eight, fraction I of the Decree by which various provisions in financial matters are reformed, added and repealed and the Law to Regulate Financial Groups is issued, published in the Official Gazette of the Federation on January 10, 2014, in which, among others, the Investment Society Law is modified to become the Investment Fund Law, and

14.

Through office UBVA/DGABV/376/2015 of May 14, 2015, this Department approved the integral modification of the Bylaws of "Grupo Financiero Banorte, S.A.B. de C.V.", in the terms agreed by its Extraordinary General Shareholders' Meeting held on July 4, 2014, notarized through public deed number 42,200, dated April 21, 2015, granted before the notary of Licenciado Alejandro Eugenio Pérez Teuffer Fournier, Holder of Public Notary Office number 44 of the State of Mexico, which was carried out in compliance with the Decree by which various provisions in financial matters are reformed, added and repealed and the Law to Regulate Financial Groups is issued, published in the Official Gazette of the Federation on January 10, 2014.

CONSIDERING

1.

That the financial sector must contribute fundamentally to the financing of economic growth in Mexico;

2.

That the National Development Plan 2013-2018 establishes as its general objective "To bring Mexico to its maximum potential", contemplating as one of the five National Goals the one called "Prosperous Mexico", which has among its objectives "Democratize access to financing for projects with growth potential". In achieving the stated object, this Administration places emphasis on three Cross-Cutting Strategies, and their respective Lines of Action, within which is "Carry out the necessary reforms to the legal and regulatory framework of the financial system to democratize credit";

3.

That on January 10, 2014, a new Law to Regulate Financial Groups was published in the Official Gazette of the Federation, in which the regulation applicable to financial groups is perfected, by precisely establishing the bases for the organization of Controlling Companies and the constitution and operation of Financial Groups;

4.

That inasmuch as this Ministry approved the integral modification of the Bylaws of "Grupo Financiero Banorte, S.A.B. de C.V.", which was carried out in compliance with Article Fifty-Two, fraction III, of the Decree by which various provisions in financial matters are reformed, added and repealed and the Law to Regulate Financial Groups is issued, published in the Official Gazette of the Federation on January 10, 2014, as well as to contemplate the corporate acts referred to carried out by that financial group, it is necessary to modify the authorization granted to "Grupo Financiero Banorte, S.A. de C.V.", to organize as a Controlling Company and operate as a Financial Group;

5.

That the modification to the authorization of "Grupo Financiero Banorte, S.A. de C.V.", published in the Official Gazette on February 11, 2005, states that its fixed minimum social capital without right to withdrawal amounts to $882,550,315.50 (eight hundred eighty-two million five hundred fifty thousand three hundred fifteen pesos 50/100 national currency);

6.

That in addition to the above, any increase or decrease in fixed capital implies a statutory modification, which must be approved by this Ministry of Finance and Public Credit, in terms of Article 20 of the Law to Regulate Financial Groups;

7.

That in order to foster administrative simplification, it is convenient to suppress Article Six of the authorization granted to "Grupo Financiero Banorte, S.A. de C.V.", to eliminate the reference to the amount to which its social capital amounts, and

8.

That after analyzing the information and documentation presented, as well as after having determined the appropriateness of the present modification, this Ministry of Finance and Public Credit issues the following:

RESOLUTION

SINGLE.- The authorization for the constitution and operation of a financial group controlled by the company named "Grupo Financiero Banorte, S.A. de C.V." is modified in its entirety, to remain in the following terms:

FIRST.-

In exercise of the power conferred by Article 11 of the Law to Regulate Financial Groups, this Ministry authorizes the organization of "Grupo Financiero Banorte, S.A.B. de C.V.", as a Controlling Company and the constitution and operation of the respective financial group.

SECOND.

The name of the Controlling Company of the financial group will be "Grupo Financiero Banorte, S.A.B. de C.V."

THIRD.-

The Controlling Company shall have as its object to participate, directly or indirectly, in the social capital of the financial entities comprising the financial group and to establish, through its corporate bodies, the general strategies for the management of the financial group.

FOURTH.-

"Grupo Financiero Banorte, S.A.B. de C.V." shall be the direct or indirect owner of shares representing more than fifty percent of the social capital of the financial entities comprising the financial group.

FIFTH.-

The financial group shall be composed of the Controlling Company named "Grupo Financiero Banorte, S.A.B. de C.V." and by the following financial entities:

1.

Banco Mercantil del Norte, S.A., Multiple Banking Institution, Grupo Financiero Banorte;

2.

Casa de Bolsa Banorte Ixe, S.A. de C.V., Grupo Financiero Banorte;

3.

Arrendadora y Factor Banorte, S.A. de C.V., Multiple Purpose Financial Company, Regulated Entity, Grupo Financiero Banorte;

4.

Almacenadora Banorte, S.A. de C.V., Auxiliary Organization of Credit, Grupo Financiero Banorte;

5.

Pensiones Banorte, S.A. de C.V., Grupo Financiero Banorte;

6.

Seguros Banorte, S.A. de C.V., Grupo Financiero Banorte;

7.

Sólida Administradora de Portafolios, S.A. de C.V., Multiple Purpose Financial Company, Regulated Entity, Grupo Financiero Banorte;

8.

Operadora de Fondos Banorte-Ixe, S.A. de C.V., Investment Fund Operating Company, Grupo Financiero Banorte, and

9.

Banorte-Ixe Tarjetas, S.A. de C.V., Multiple Purpose Financial Company, Regulated Entity.

SIXTH.-

The domicile of the Controlling Company is the City of Monterrey, Nuevo León.

SEVENTH.-

The authorization referred to in this Resolution is, by its very nature, intransmissible.

EIGHTH.-

The Controlling Company shall be subject to inspection and surveillance by the National Banking and Securities Commission.

NINTH.-

In what is not expressly stated by this Resolution, "Grupo Financiero Banorte, S.A.B. de C.V.", shall be subject to the Political Constitution of the United Mexican States, to the Law to Regulate Financial Groups, to the General Rules of Financial Groups and to the other norms that by their very nature are applicable to it, as well as to all that legislation and regulation in force applicable to the matter, or that is issued in the future.

TRANSITIONAL

SINGLE.- This Resolution shall be published in the Official Gazette of the Federation at the expense of "Grupo Financiero Banorte, S.A.B. de C.V.".

Respectfully.

Mexico City, D.F., October 29, 2015. - The Head of the Unit, Narciso Antonio Campos Cuevas.-

Rubric.

(R. 427138)

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