Proposed Acquisition of Grupo Financiero Interacciones October 2017

1

Disclaimer This presentation contains certain general information as of the date hereof, information which have been prepared for information purposes only. Information is hereby presented in summary and does not pretend to be exhaustive and detailed. There is no statement or guarantee herein, expressed or implied, regarding the accuracy, thoroughness, completeness, impartiality or soundness of this information or estimations or projections considered or stated or that such projections will materialize. Grupo Financiero Banorte, S.A.B. de C.V.’s relevant information is contained in public documentation available in the webpage of the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) and the Mexican Stock Exchange (Bolsa Mexicana de Valores, S.A.B. de C.V.) in http://www.cnbv.gob.mx and http://www.bmv.com.mx, respectively. In the event that new public information is disclosed in the aforementioned webpages, such information shall prevail and any person shall read, in detail, any such public documents before making any decision related to the content of this presentation. All analysis and statements included in this presentation are based upon information available as of the date of this presentation, and Grupo Financiero Banorte, S.A.B. de C.V. or any of its affiliates and employees undertake no obligation to update or revise any such analysis and statements, whether as a result of new information or future events or developments. Any person receiving this presentation, from the moment of reception, recognizes that the information contained herein is for information purposes only, and that it does not cover, or pretends to cover, all aspects required for evaluating an investment or decision related with the project described herein, and persons shall not base any of their decisions in the information contained herein. Such persons waive any right they might have in connection with the information contained in this presentation. Any decision made pursuant to such information shall be considered to be made at their own risk. The information contained herein shall not be considered as a legal or tax recommendation. Any persons receiving this information shall seek the advice of their own legal and tax advisors. The content of this presentation was prepared by Grupo Financiero Banorte, S.A.B. de C.V. in collaboration with Morgan Stanley and Bank of America Merrill Lynch only for purposes and in connection with the Project described herein. This presentation may contain forward looking statements and information related to Grupo Financiero Banorte, S.A.B. de C.V. reflecting current opinions of Grupo Financiero Banorte, S.A.B. de C.V. and its management team in regards to its performance, business management, historical facts, future events, and other considerations about the Project. Forward looking statements may include words such as “believes,” “anticipates,” “should,” “estimates,” “seeks,” “forecasts,” “will,” “expects,” “may,” “intends,” “plans” and similar expressions, that are intended to identify forward looking statements but are not the exclusive means of identifying such statements. Such statements are subject to several risks, uncertainties and assumptions. Persons receiving this presentation shall not place undue reliance on such statements, which are based on current expectations. By their very nature, forward looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward looking statements will not be achieved. We caution investors that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed or implied herein. Grupo Financiero Banorte, S.A.B. de C.V., or any of its affiliates, directors, managers, employees, attorneys-in-fact, legal representatives or employees shall not be held responsible by any third party, including investors, by virtue of any investment or business decision made, based on the content of this presentation and the statements contained herein. Nothing in this presentation shall be interpreted to be an agreement or engagement from Grupo Financiero Banorte, S.A.B. de C.V. of any of its affiliates to any third party, including investors. This presentation and its content are Grupo Financiero Banorte, S.A.B. de C.V.’s property and may not be reproduced or disclosed, totally or partially, without the prior written consent of Grupo Financiero Banorte, S.A.B. de C.V. By receiving this presentation and/or reviewing its content, you accept and agree to be subject to the above limitations.

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I.

Key Terms and Transaction Structure

II.

Why are we acquiring Interacciones?

III.

Adherence to Best Corporate Governance Standards

IV.

3

Proposed Timeline and Next Steps

Proposed Key Transaction Terms • Acquisition of Grupo Financiero Interacciones (“Interacciones”) (the “Transaction”), the 8th largest Financial Group in Mexico by total assets as of 2Q17

Transaction Details

• Interacciones shareholders will receive a combination of cash and Grupo Financiero Banorte (“Banorte”) shares − Cash distribution totaling Ps$13,713 MM paid by Interacciones as distribution to shareholders immediately prior to merger closing − 109.7 MM new Banorte shares issued in exchange for 100% of Interacciones shares in a stock-for-stock merger

Structure and Valuation

Additional Terms

• Banco Banorte and Banco Interacciones (the “Banks”) will be merged immediately upon closing of merger of the financial groups • Implied total value of Ps$26,557 MM based on Banorte share price as of October 24, 2017 of Ps$117.06 per share • Interacciones controlling shareholders, representing 68% of total shares, have committed to take all actions in their power to facilitate the closing of the merger • Interacciones controlling shareholders will provide indemnification and establish two escrow trusts for purposes of guaranteeing reps and warranties as described in the merger agreement • Transaction is subject to approval by Ordinary and Extraordinary General Shareholders’ Meetings of both Banorte and Interacciones

Approvals & • Banorte requires affirmative vote of a majority of all shares issued and outstanding to approve the merger Timing • Banorte expects to call a Shareholders’ Meeting in November, to take place in December • If approved by shareholders, closing date expected by mid-2018, following approvals of SHCP and COFECE, and favorable opinion of CNBV and Banxico

4

Proposed Transaction Structure & Consideration Key Transaction Milestones

Consideration to Interacciones’ Shareholders Cash Distribution Paid by Interacciones’

1

Vote by Banorte and Interacciones shareholders Ps$50.8

2

Regulatory approvals by local authorities

269.9 MM Interacciones total shares outstanding

Agreed dividend per share

Ps$13,713MM Cash received by Interacciones shareholders

Merger Consideration Paid in Banorte Shares

3

4

Interacciones shareholders receive cash distribution from Interacciones

0.4065x Agreed shares of Banorte per Interacciones share

269.9 MM Interacciones total shares outstanding

109.7 MM Shares Issued by Banorte

Merger of both financial groups Total Consideration to be Paid

5

Merger of banks and other subsidiaries

$12,845 $26,557 $13,713 Cash (Dividend / Capital Reduction)

1.

5

Banorte’s closing price on October 24, 2017 of Ps. 117.06

Banorte's (1) Stock

Total Consideration

Interacciones Implied Ps$98.38 per share

I.

Key Terms and Transaction Structure

II.

Why are we acquiring Interacciones?

III.

Adherence to Best Corporate Governance Standards

IV.

6

Proposed Timeline and Next Steps

Transaction Merits – Value Creation for Banorte’s Shareholders  Attractive standalone bank with consistent performance and sustainable profitability  Successful and unique infrastructure financing business with relevant expansion potential

Strategic

 Government lending business complementary to Banorte’s  Consolidates Banorte’s competitive position in Mexico  Significant synergies potential, supported by Banorte’s proven track record of acquisition integrations and operational excellence  Low integration and execution risk  Attractive valuation based on Interacciones fundamental value

Financial

 Accretive to EPS in 2018 and high single digit for the first full year of ownership in 2019  Preserves and reinforces Banorte’s 20/20 ROE target  Combination of stock and cash minimizes shareholders’ dilution while preserving Banorte’s capital position

7

Interacciones Business Model Overview Attractive Risk-return Profile

Focus on Low-risk Segments & with Federal Guarantees

2Q17 LTM – Banks Only

Gross Loan Portfolio Breakdown

SMEs 3.9%

2Q17LTM ROE (%)

2Q17 Federal Government 1.4% 93.5% of total loans guaranteed with Federal Funds

Leasing 4.7% Infrastructure 30.0%

25 Banregio BBVA 20 Banorte

Sanmex

15

Bajio

Inbursa 10

Scotia Banamex

Sub-sovereign Government 59.7%

5 0

Total: Ps$103.8 Bn Source

Inter

Interacciones company filings

HSBC

4.0 Source

3.0

2.0

1.0

0.0

2Q17 NPLs (%)

CNBV

Resilient and Profitable Model Across Cycles ROE and Loan Portfolio Growth

%

Ps$ MM

50.0

120,000 Presidential Elections

40.0 30.0 20.0

Presidential Elections

96,000

29.1

25.1

24.2

25.0

23.0

21.1 16.6

17.1

23.2

72,000

22.7 16.9

18.7

20.1

18.9

10.0

48,000 24,000

Business model relies on providing specialized technical advice on loan structuring for States and Municipalities

Takes deposits in 30 States and lends in 19 States

0.0

0 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 ROE

Source: Interacciones company filings.

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Loan Portfolio (RHS)

Interacciones’ Infrastructure Business Gross Loan Portfolio(1) Infrastructure: Ps$31.2 Bn

Other(2) Ps$10.6 Bn

Sub-sovereign Government: Ps$62.0 Bn

30.0%

59.7%

Lagging Infrastructure in Mexico(3)

Advantages & Opportunities • Focus on sub-national infrastructure projects, generally backed with federal funds, results in a highly specialized niche bank with a competitive advantage Traditional Public Works

Financed Public Works

Public-Private Partnerships

10.2%

GDP Population 15th 10th

Mexico Ranking

55.6

(%)

Letters of Credit

5.0 42.4

4.0

3.9

• Key Competitive Advantages:  Focus on sub-national entities with deep infrastructure needs − Including smaller sized projects below the radar of many competitors  Differentiated know-how of market, product and clients − Ability to identify States’ infrastructure needs and structure financing packages to meet them − Technical unit vets and monitors projects (including cash dispositions)  Fully integrated organization provides synchronized “one-stop” service for all aspects of project financing  Ability to charge advisory and structuring fees

Infrastructure 62nd

35.3

1.9 12.6

0.8 0.9 0.0 0.0

Households without access to electricity

Individuals without access to clean water

Individuals without Internet access

Federal Spending in Infrastructure Interacciones’ Market Share 8% Potential Market 92%

• Strategic Opportunities for Banorte:  Banorte’s size with Interacciones’ expertise position the combined entity to be a leading player in infrastructure funding on a larger scale 1. 2. 3.

9

From Interacciones company filings. Includes SME’s, Leasing, Federal Government and Other. From IHS Global Insight; ITF; GWI; National Statistics; WEF; World Bank, McKinsey Global Institute analysis.

Total: Ps$398.7 Bn

Interacciones’ Government Business Gross Loan Portfolio(1) Infrastructure: Ps$31.2 Bn

30.0%

59.7%

Advantages & Opportunities

Government Level

Short-term Loans

Financing Product

Refinancing

10.2%

Highly Complementary Business for Banorte

• Focus on public infrastructure, refinancing of outstanding debt and liquidity needs through 4 main products: Long-term Loans

Other(2) Ps$10.6 Bn

Sub-sovereign Government: Ps$62.0 Bn

Factoring

• Key Competitive Advantages:  Highly specialized team with proactive market investigation and monitoring  Deep knowledge of market

Term Crossselling

Banorte

Interacciones

Banorte combined

Federal Gov't, States & Municipalities

States & Municipalities

States & Municipalities Covered

Larger projects and plain vanilla financing

Tailored financial solutions and structuring

Fees

Long-term

Short-term

Fees

Retail Banking Services (payroll, transactional banking, etc)

None

Cross-selling

• Expertise on Financial Discipline Law • Unparalleled know-how of sources of payment and different regulatory frameworks for each state  Unmatched response time with pre-authorized credit lines • Strategic Opportunities for Banorte:

Most Loans are Guaranteed by Federal Government Federal Government

Trust

 Significant cross-selling opportunities with Interacciones’ clients

Interacciones States

1. 2.

10

From Interacciones company filings. Includes SME’s, Leasing, Federal Government and Other.

93.5% of total loans guaranteed with Federal Funds

Attractive Standalone Bank… Rapidly Growing and Diversified Portfolio…

…with High Asset Quality

Gross Loan Portfolio Composition (Ps$ MM) Seasonality shows artificially low mid-year loan portfolio level (+11.8% vs. 2Q’16)

$81,757 8.5% 7.7%

6.1% 3.3% 8.2%

5.8% 4.4% 5.7%

$103,841 59.0%(1)

25.4%

4.7% 3.9%

1.5%

30.0%

31.7%

3.1%

14.2x

2.3%

2.3%

12.0x

60.5%

2014

2015

58.4%

59.7%

2016

2Q'17

Local Government

Infrastructure

SMEs

Leasing

Federal Government

Other

Source: Interacciones’ company filings and CNBV. 1. Calculated as ’15-’16 YoY growth. 2. Average NPLs of: Banamex, BBVA, HSBC, Santander and Scotiabank.

11

25.8x

3.5%

21.5%

20.6%

62.6%

27.6x

(1.3%)

$115,034

$97,286

’14-’16 CAGR

14.6%

0.1%

0.1%

0.0%

0.1%

2014

2015

2016

2Q'17

Coverage Ratio

NPLs

(2)

Peer's NPLs

… with Consistent Financial Performance NIM Below Market Avg. … NIM(1)

Mitigated by Lower Costs Efficiency

5.4%

5.5%

5.3%

5.2%

Ratio(2)

…Resulting in an Above Avg. Profitability Return on Equity (ROE)(5)

52.9%

51.9%

51.5%

50.6%

19.1%

5.2%

4.6%

4.7%

4.4%

48.5%

47.9%

44.7% 44.9%

43.3% 1.5%

1.1%

2015

2016

LTM 2Q'17

… Higher Fees Fee Income

2014

38.6%

39.0%

2015

2016

LTM 2Q'17

13.9%

Cost of Risk(4) 45.4%

43.7%

3.8%

13.2%

3.6%

2.4%

29.6%

3.1%

3.2%

2.4%

2.4%

20.9%

13.9%

13.3% 13.2% 12.6%

2.1% 21.6%

17.5%

…And Low Provisions

Ratio(3) 45.3%

17.4% 17.1%

1.5%

1.4%

2014

43.7%

20.4%

20.7%

11.8% 11.5%

14.2%

15.6%

2014

2015

15.3%

15.0%

1.3%

2016

LTM 2Q'17

2014

1.3%

1.1%

0.3%

2014

Interacciones

12

Banorte

2015

2016

2015

LTM 2Q'17

Peers(6)

Source: CNBV. 1. Net Interest Income (Pre-provisions) / Interest Earning Assets (Cash & Equivalents + Margin Accounts + Investment Portfolio + Repos + Derivatives + Gross Loan Portfolio + Factoring). 2. Operating Expenses / Total Revenues (excluding Loan Loss Provisions). 3. LTM Net Fee Income / Revenues. 4. Loan Loss Expense / Avg. Loans. 5. LTM Net Income / Avg. Shareholder’s Equity for the period. 6. Average of Banamex, BBVA, HSBC, Santander and Scotiabank.

2016

LTM 2Q'17

Consolidates Banorte’s Competitive Position in Mexico Total Assets As of 2Q17 – Financial Groups Ps$ Bn

Market Share(2) % 2,106 1,502

#2

16.8% 14.6%

1,266

14.2%

1,209

13.5%

Market Share %

1,045

Market Share %

993

23.4%

698

15.6%

603

22.5%

702

15.9%

13.5%

693

15.7%

594

13.3%

618

14.0%

590

13.2%

612

13.9%

#2

#3

As of 2Q17 – Banks and Bank Subsidiaries Ps$ Bn

#2

#4

7.3%

297

6.7%

312

7.1%

503

5.6%

283

6.3%

266

6.0%

400

4.5%

279

6.3%

136

3.1%

656

236

2.6%

135

3.0%

108

2.4%

186

2.1%

104

2.3%

90

2.0%

103

1.2%

83

1.9%

71

1.6%

Source: CNBV. 1. Includes demand deposits and time deposits. 2. Market share among financial groups and Banco del Bajio.

13

As of 2Q17 – Banks and Bank Subsidiaries Ps$ Bn

23.6%

1,306 #3

Customer Deposits (1)

Gross Loans

Significant Synergies Potential Operating Costs Savings

Funding Synergies

Cross Selling Opportunities

Cost of funding as of June 2017 Percentage of Combined Company’s Cost Base

65%

Additional opportunity to capitalize on our proven cross-selling capabilities

7.1%

    

3.0%

5% (1)

As % of Target As % of Costs Base Combined Cost Base

(1)

Interacciones

Banorte

Expected 40-46 bps reduction in Target’s cost base by 2019 (Ps$700-800 MM pre-tax)

Run rate annual pre-tax savings of Ps$2,100-2,300 MM

Cash management Payroll Loans Consumer Loans Payroll Services Other Services Not considered in our synergies calculation

Supported by Banorte’s Successful Post-Merger Integration Capabilities and Operational Excellence 1993

1995

1997

2000

2001

2005

2006

2010

2011

2013

2015

2017

(50%)

Efficiency ratio

-28.9 p.p. in 16.5 years 73%

2000

70%

2001

78%

2002

77%

2003

71%

2004

54%

55%

53%

48%

51%

51%

56%

54%

52%

48%

48%

45%

44%

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2Q'17 LTM

Interacciones' branchless model and sub-scale back office result in high cost synergies and low-risk integration Source: Companies’ filings and Banxico. 1. Considers deposits only as of June 2017, as per Banxico website.

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Cross Selling Opportunities – A Government Loan, the Starting Point of a Profitable Client Relationship •

•

•

Illustrative - Total Revenue Growth

Through the proposed transaction Banorte will have the opportunity to offer additional products to a new client base •

Deposits

•

Payroll loans

•

Consumer loans

•

Payroll services

•

Other services

~2.9x Profit Generation 2.9x

1.4x

1.0x

0.5x

Loans

Deposits

State government clients that take multiple products from Banorte are substantially more profitable than loansonly clients

Banorte’s proven cross selling capabilities potentialize the opportunity to provide incremental services to Interacciones’ largely nonoverlapping client base

Loans + Deposits + Payroll

Illustrative - Net Income Growth ~3.0x Profit Generation 3.2x

1.1x

1.0x

Loans

15

Payroll

1.0x

Deposits

Payroll

Loans + Deposits + Payroll

Low Execution Risk

Experience Integrating Other Acquisitions

Potentially simple integration due to branchless model 

Downside protection from Interacciones Controlling Shareholders

16

Straightforward transition to Banorte’s systems and corporate infrastructure

Transaction Valuation Considerations

 Price based on Banorte’s view of Interacciones’ fundamental value

Favorable Banorte Market Valuation Today P / BV (x) – Last Three Years

1

3.0

Valuation differential near 3-year high

• Value per Interacciones share equivalent to Ps$98.4(1) • Implied P/BV 2Q17 of 1.7x and P/2018 EPS of 8.4x(2) 1 Valuation differential allows for attractive accretion levels, even without considering synergies 2 Transaction’s implied exchange ratio below current and 3 year trailing market average ratio

2.4x 2.0

1.8x

1.0 Oct-14

Jul-15

Apr-16

Interacciones

Jan-17

Oct-17

Banorte

Historical Share Price Ratio Interacciones Share Price / Banorte Share Price (x) – Last Three Years 1.5

 Large cash component (>50% of deal value) together with strong Banorte stock valuation, lowers dilution for Banorte shareholders

Implied exchange ratio before cash distribution of 0.813x(3) 1.0

0.89x

2 0.5 Oct-14

17

Jul-15

Source: Bloomberg and Capital IQ, market data as of October 24, 2017. 1. Ps$13.7 Bn in cash plus 109.7 MM issued shares at a Ps$117.06 Banorte share price. 2. P/E based on research analysts’ mean net income estimate for Interacciones of Ps$3,170 MM as per Bloomberg. 3. Implied exchange ratio for merger consideration.

Apr-16

Jan-17

Oct-17

Attractive Financial Impact, Enhancing KPIs

EPS Accretion

2018E

2019E

Without Synergies

> 0.5%

> 3.5%

With Synergies

> 3.0%

8.5%-10.5% Preserves 20/20 ROE Target

Target ROE

CET1 Capital Ratio

18

~ 12%

2020E

~ 20%

+ Organic Capital Generation

I.

Key Terms and Transaction Structure

II.

Why are we acquiring Interacciones?

III.

Adherence to Best Corporate Governance Standards

IV.

19

Proposed Timeline and Next Steps

Adherence to Best Corporate Governance Standards Approval of the Transaction is a Decision to be Made by Banorte’s Shareholders •

Due to the nature of the transaction, Banorte’s Audit and Corporate Practices Committee (“CAPS”) was involved once management determined that Interacciones was an attractive target  Chairman absented himself from all due diligence and transaction negotiations, which were conducted by Banorte’s management

Transaction Process

 CAPS provided guidance to management on acceptable guidelines for a potential transaction  CAPS retained its own independent financial advisor, FTI Consulting  CAPS received a fairness opinion from FTI and provided its own favorable opinion of the transaction to Banorte’s Board of Directors

•

The Transaction will require approval by a majority of all of Banorte’s shareholders

•

Per Banorte’s bylaws, approval is required at both Ordinary and Extraordinary General Shareholders’ Meetings:  Ordinary meeting to approve related party acquisition >5% of Banorte’s total assets •

Requires affirmative vote of majority of shares represented at the meeting

 Extraordinary meeting to approve the merger • •

Transaction Approval

Requires affirmative vote of majority of all shares issued and outstanding

How will Banorte Chairman’s vote impact the Shareholders’ Meetings?  Chairman and his sister are two of the 24 beneficiaries of a trust which owns 10.4% of Banorte’s shares and the only beneficiaries who are also members of the control group of Interacciones  Trust is voted en bloc by a Trustee based on instructions from the Trust’s Technical Committee  Chairman and his sister do not have the power to determine how the Technical Committee will instruct the Trustee, even under normal circumstances  Trust cannot legally decide how it will vote until convocatoria (call for Shareholders’ Meeting) is published  For this transaction, the Chairman has disclosed to Banorte’s Board of Directors his intention to:  Recommend to the Technical Committee that the Trust commit to vote its shares in the same way as the majority of votes cast by all other shareholders represented at the meetings, and;

 Abstain from voting on any Trust decision other than to approve the above recommended action

20

Adherence to Best Corporate Governance Standards (Cont’d) • Transaction will have no impact on composition of Banorte’s Board

Governance • Board is composed of 11 independent members out of 15 (73.3%) PostTransaction • No meaningful impact on related parties’ ability to influence the outcome of voting at Shareholders’ Meetings

Banorte’s Current Ownership

Interacciones’ Current Ownership

Pro Forma Ownership

68.1% Hank Family

10.4%

10.0% 1.6% 2.6% 1.2%

1.7%

31.9%

40.7%

8.7% 87.9%

Gonzalez Family Banorte Trust(1) Banorte’s Float

Other Insiders

Carlos Hank Interacciones Rhon (Carlos Trust (Carlos Hank Gonzalez’s Hank father) Gonzalez) Interacciones’ Float

Source: Company filings and press releases. 1. Comprised of 24 beneficiaries out of which the Chairman and his sister are two of them.

21

84.6%

18.7%

Other Hank Family Members

Gonzalez Family Banorte Trust(1)

Other Insiders

Banorte’s Float

Interacciones’ Float

Hank Family

I.

Key Terms and Transaction Structure

II.

Why are we acquiring Interacciones?

III.

Adherence to Best Corporate Governance Standards

IV.

22

Proposed Timeline and Next Steps

Transaction Timeline Process and Next Steps

December 2017 – Shareholders’ Meetings to vote on the transaction • Ordinary Shareholders’ Meeting to approve any Relevant Acquisition: requires simple majority vote of shares represented at meeting

• Extraordinary Shareholders’ Meeting: requires majority vote of all GFBanorte’s issued and outstanding shares

November 2017

• Early November – Call for Shareholders’ Meeting to vote on the transaction

December 2017

2018

• During 2018 – Regulatory Approvals from Ministry of Finance (“SHCP”) and Antitrust Commission (“COFECE”), favourable opinion from Bank Regulator (“CNBV”) and Banco de Mexico (“Banxico”) • Regulatory approvals are expected to take up to 180 days

23