Resolution modifying the authorization granted to Grupo Financiero Banorte, S.A.B. de C.V. to organize as a Holding Company under the Law to Regulate Financial Groups

DOF: 04/01/2025

RESOLUTION modifying the authorization granted to Grupo Financiero Banorte, S.A.B. de C.V. to organize as a Holding Company under the Law to Regulate Financial Groups and the constitution and functioning of the respective Financial Group.

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- Treasury.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Unit of Banking, Securities and Savings.- Official No. UBVA/044/2025.

RESOLUTION MODIFYING THE AUTHORIZATION GRANTED TO GRUPO FINANCIERO BANORTE, S.A.B. DE C.V. TO ORGANIZE AS A HOLDING COMPANY UNDER THE LAW TO REGULATE FINANCIAL GROUPS AND THE CONSTITUTION AND FUNCTIONING OF THE RESPECTIVE FINANCIAL GROUP.

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, 11 of the Law to Regulate Financial Groups, in exercise of the powers conferred by Article 15, fraction XXXI of the Internal Regulations of the Ministry of Finance and Public Credit, and in consideration of the following:

BACKGROUND

I.

Through official letter 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 function as a financial group, which was modified by agreement of November 29, 1993, published in the Official Gazette of the Federation on February 1, 1994, to contemplate, among other things, the change of its corporate name to "Grupo Financiero Banorte, S.A. de C.V." The aforementioned authorization was last modified by Resolution UBVA/021/2017 dated February 17, 2017, published in the Official Gazette of the Federation on April 6, 2017;

II.

Through official letter 312-3/66158/2018 of January 22, 2018, the National Banking and Securities Commission approved the statutory reform of "Casa de Bolsa Ixe, S.A. de C.V., Grupo Financiero Banorte" to contemplate the change of its corporate name to "Casa de Bolsa Banorte, S.A. de C.V., Grupo Financiero Banorte", in accordance with the provisions of Article 115, last paragraph of the Securities Market Law;

III.

Through official letter 312-3/66152/2018 of January 22, 2018, the National Banking and Securities Commission approved the statutory reform of "Operadora de Fondos Banorte-Ixe, S.A de C.V., Sociedad Operadora de Fondos de Inversión, Grupo Financiero Banorte" to contemplate the change of its corporate name to "Operadora de Fondos Banorte S.A. de C.V., Sociedad Operadora de Fondos de Inversión, Grupo Financiero Banorte", in accordance with the provisions of Article 36 of the Investment Funds Law;

IV.

Through official letter UBVA/066/2020 of June 8, 2020, this Ministry authorized the merger of "Sólida Administradora de Portafolios, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Banorte", as the merging society that survives, with "Arrendadora y Factor Banorte, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Banorte", as the merged society that is extinguished, with the merging society adopting the name of the merged society, in accordance with the provisions of Article 17 of the Law to Regulate Financial Groups;

V.

Through official letter UBVA/259/2021 of June 25, 2021, this Ministry approved the modification of Article Two of the bylaws of "Grupo Financiero Banorte, S.A.B. de C.V.", as well as the Single Liability Agreement that said Financial Group has entered into with the financial entities that integrate it, in order to reflect the modification of the corporate names of "Casa de Bolsa Banorte, S.A. de C.V., Grupo Financiero Banorte" and "Operadora de Fondos Banorte, S.A. de C.V., Sociedad Operadora de Fondos de Inversión, Grupo Financiero Banorte", as well as "Arrendadora y Factor Banorte, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Banorte", due to the merger referred to in the preceding Consideration, in accordance with the provisions of Article 20 of the Law to Regulate Financial Groups;

VI.

Through official letter UBVA/342/2022 of November 17, 2022, this Ministry authorized the incorporation of "Banco Bineo, S.A., Institución de Banca Múltiple, Grupo Financiero Banorte" as a financial entity integrating Grupo Financiero Banorte, S.A.B. de C.V., in terms of the provisions of Article 15 of the Law to Regulate Financial Groups, and

VII.

Through official letter UBVA/371/2022 of December 6, 2022, this Ministry approved the modification of Article Two of the bylaws of "Grupo Financiero Banorte, S.A.B. de C.V.", as well as the Single Liability Agreement that said Financial Group has entered into with the financial entities that integrate it, in order to reflect the incorporation of "Banco Bineo, S.A., Institución de Banca Múltiple, Grupo Financiero Banorte", in accordance with the provisions of Article 20 of the Law to Regulate Financial Groups.

CONSIDERATIONS

That the Ministry of Finance and Public Credit, through the Unit of Banking, Securities and Savings, in exercise of the power conferred by Article 15, fraction XXXI of the Internal Regulations of this Ministry, is competent to modify the authorization granted to organize as a Holding Company under the Law to Regulate Financial Groups and the constitution and functioning of the respective Financial Group, in accordance with Article 11 of the Law to Regulate Financial Groups;

That due to the changes made in the integration of "Grupo Financiero Banorte, S.A.B. de C.V.", referred to in Backgrounds II, III, IV, V, VI and VII of this resolution, it is necessary to modify the authorization granted to said Financial Group, for the organization of said Holding Company and the constitution and functioning of the respective Financial Group, and

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

RESOLUTION

SOLE ARTICLE.- Article Five of the authorization granted to "Grupo Financiero Banorte, S.A.B. de C.V." to organize as a Holding Company and function as a financial group is modified, to read in its entirety as follows:

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 Holding Company and the constitution and functioning of the respective financial group.

SECOND.-

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

THIRD.-

The Holding Company shall have as its purpose to participate, directly or indirectly, in the share capital of the financial entities integrating 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 share capital of the financial entities integrating the financial group.

FIFTH.-

The financial group shall be integrated by the Holding 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. Banco Bineo, S.A., Multiple Banking Institution, Grupo Financiero Banorte;
3. Casa de Bolsa Banorte, S.A. de C.V., Grupo Financiero Banorte;
4. Arrendadora y Factor Banorte, S.A. de C.V., Multiple Purpose Financial Society, Regulated Entity, Grupo Financiero Banorte;
5. Almacenadora Banorte, S.A. de C.V., Auxiliary Credit Organization, Grupo Financiero Banorte;
6. Pensiones Banorte, S.A. de C.V., Grupo Financiero Banorte;
7. Seguros Banorte, S.A. de C.V., Grupo Financiero Banorte, and
8. Operadora de Fondos Banorte, S.A. de C.V., Investment Fund Operating Company, Grupo Financiero Banorte.

SIXTH.-

The domicile of the Holding Company is the Municipality of San Pedro Garza García, Nuevo León.

SEVENTH.-

The authorization referred to in this Resolution is, by its very nature, non-transferable.

EIGHTH.-

The Holding Company shall be subject to inspection and supervision by the National Banking and Securities Commission.

NINTH.-

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

TRANSITIONAL PROVISION

SOLE.- 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, March 6, 2025. - The Head, Alfredo Federico Navarrete Martínez. - Signature.

(R.- 562692)

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