GBOOY

Grupo Financiero Banorte, S.A.B. De C.V.

 
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OTC Disclosure & News Service

 

GFNorte´s Summary of Resolutions EGM-OGM January 22 2013

Jan 25, 2013

OTC Disclosure & News Service

Monterrey, N.L. -

SUMMARY OF RESOLUTIONS APPROVED BY THE EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING OF GRUPO FINANCIERO BANORTE, S.A.B. DE C.V., HELD ON JANUARY 22ND, 2013.

 

Represented Shares: 2,086,790,685 Series "O" shares of a total of 2,326’357,782 representing 89.70% of the total subscribed and paid shares of the Company’s capital.

 

FIRST: It was approved to modify Article Second of the Corporate By-laws of the Company, in order to be worded as follows:

 

“ARTICLE SECOND:- EQUITY SHAREHOLDINGS. Under the terms of Article 15 of the Law to Regulate Financial Groups, the Company participates in the capital of the following financial institutions:


1.         Banco Mercantil del Norte, S.A., Institución de Banca Múltiple, Grupo Financiero Banorte.

2.         Arrendadora y Factor Banorte, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada,  
            Grupo Financiero Banorte.

3.         Almacenadora Banorte, S.A. de C.V., Organización Auxiliar del Crédito, Grupo Financiero Banorte.

4.         Pensiones Banorte Generali, S.A. de C.V., Grupo Financiero Banorte.

5.         Seguros Banorte Generali, S.A. de C.V., Grupo Financiero Banorte.

6.         Ixe Banco, S.A., Institución de Banca Múltiple, Grupo Financiero Banorte

7.         Fincasa Hipotecaria, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo
            Financiero Banorte.

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

9.         Ixe Fondos, S.A. de C.V., Sociedad Operadora de Sociedades de Inversión, Grupo Financiero Banorte.

10.        Ixe Soluciones, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero 
            Banorte.

 

The Company may participate, upon authorization from the Ministry of Finance and Public Credit in the capital of other financial institutions or companies that provide complementary or auxiliary services to one or more of the group’s financial institutions, as well as other companies authorized by the Ministry of Finance and Public Credit through general dispositions."

 

SECOND.- The text was approved and it was authorized to subscribe the new Agreement of Shared Responsibilities including all of Grupo Financiero Banorte, S.A.B. de C.V.’s entities.

 

THIRD.- This statutory reform will be conditional upon obtaining approval from the Ministry of Finance and Public Credit (SHCP), in terms of Article 17 of the Law to Regulate Financial Groups, with the understanding that the delegates appointed by the Assembly may carry out adjustments or amendments to that resolution specified by the SHCP.

 

FOURTH.- Delegates were appointed to carry out all the necessary steps to execute and formalize the resolutions taken in this meeting.

 

FIFTH.- The minutes of this meeting were approved.

 

SIXTH.- The meeting’s minutes and all documents related to the development of the assembly were filed.

 

 

The resolutions were passed by majority vote, as shown in the following table:

 

Management Proposals

Vote

No. of Shares

Percentage of the shares represented in the Shareholders´ Meeting 

Percentage of total shareholders’ equity

I.- Approval of changes to Article Second of the Corporate By-laws of the Company, in order to (i) exclude Ixe Automotriz, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Banorte, as an integrated entity of Grupo Financiero Banorte, S.A.B. de C.V., as a result of its merger with Arrendadora y Factor Banorte, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada, Grupo Financiero Banorte and ii) modify the legal denomination of Ixe Casa de Bolsa, S.A. de C.V., Grupo Financiero Banorte,  to Casa de Bolsa Banorte Ixe, S.A. de C.V., Grupo Financiero Banorte, and as a result, authorization to subscribe a new Agreement of Shared Responsibilities.

In Favor

1,348,451,968

64.6%

58.0%

Abstain & Against

738,338,717

35.4%

31.7%

II.- Designation of delegate(s) to formalize and execute the resolutions passed by the Assembly

In Favor

1,348,451,968

64.6%

58.0%

Abstain & Against

738,338,717

35.4%

31.7%

III.- Drafting, reading and approval of the Assembly’s minutes.

In Favor

1,348,451,968

64.6%

58.0%

Abstain & Against

738,338,717

35.4%

31.7%

 

 

 

 


 

SUMMARY OF RESOLUTIONS APPROVED BY THE ORDINARY GENERAL SHAREHOLDERS’ MEETING OF GRUPO FINANCIERO BANORTE, S.A.B. DE C.V., HELD ON JANUARY 22ND, 2013.

 

Represented Shares: 2,086,790,685 Series "O" shares of a total of 2,326’357,782 representing 89.70% of the total subscribed and paid shares of the Company’s capital.

 

 

FIRST.- It was approved to distribute a cash dividend of Ps. $ 0.549 per share, derived from the retained earnings of previous years, which will be covered in three installments of Ps. $0.183 per share, respectively, in January 31st, April 23rd and July 23rd, 2013 against delivery of coupons number 6, 7 and 8, respectively.

 

The dividend installments will be covered in the established dates, through S.D. Indeval, Institución para el Depósito de Valores, S.A. de C.V. (Institution for Securities’ Deposit), with previous notice published by the Secretary of the Board of Directors in one of the most circulated newspapers in the city of Monterrey, Nuevo Leon and through the Electronic Delivery and Information Diffusion System “Sistema Electrónico de Envío y Difusión de Información” (SEDI) of the Mexican Stock Exchange.

 

 

SECOND.- Delegates were appointed to carry out all the necessary steps to execute and to formalize the resolutions taken in this meeting.

 

 

THIRD.- The minutes of this meeting were approved. 

 

 

FOURTH:  The meeting’s minutes and all documents related to the development of the assembly were filed. 

 

 

The resolutions were passed by majority vote, as shown in the following table:

 

 

 

Management Proposals

Vote

No. of Shares

Percentage of the shares represented in the Shareholders´ Meeting 

Percentage of total shareholders’ equity

I.- Approval of a proposed cash dividend payment equivalent to Ps. $0.549 per share.

In Favor

1,432,371,451

68.6%

61.6%

Abstain & Against

654,419,234

31.4%

28.1%

II.-  Designation of delegate(s) to formalize and execute the resolutions passed by the Assembly.

In Favor

1,433,663,551

68.7%

61.6%

Abstain & Against

653,127,134

31.3%

28.1%

III.- Drafting, reading and approval of the Assembly’s minutes.

In Favor

1,433,663,551

68.7%

61.6%

Abstain & Against

653,127,134

31.3%

28.1%

 

 

 

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