Nubank is authorized to operate as a multiple banking institution in Mexico.

Official Letter Granting Authorization for the Organization and Operation of a Multiple Banking Institution to be Named Nubank, S.A., Multiple Banking Institution

Executive Branch / Ministry of Finance and Public Credit

At the top, a seal with the National Coat of Arms, which reads: United Mexican States. – Finance. – Ministry of Finance and Public Credit. – National Banking and Securities Commission. – Vice Presidency of Regulation. – Vice Presidency of Financial Groups and Intermediaries Supervision A. – Official Letter No.: VN-310/36356/2025. – File: CNBV.3S.1.312 (5603).

SUBJECT: AUTHORIZATION FOR THE ORGANIZATION AND OPERATION OF A MULTIPLE BANKING INSTITUTION TO BE NAMED NUBANK, S.A., MULTIPLE BANKING INSTITUTION.

NU MÉXICO FINANCIERA, S.A. DE C.V.,
POPULAR FINANCIAL SOCIETY
NU BN TECNOLOGÍA, S.A. DE C.V.
Boulevard Manuel Ávila Camacho No. 201, Floor 9,
Col. Polanco I Sección, Alc. Miguel Hidalgo, C.P. 11510,
Mexico City.

ATTN.:
LIC. IVÁN CANALES SALDAÑA
LIC. JESSICA ROUNTREE BEST
LIC. ROMINA BENVENUTI
Representatives

Through written submissions and information presented on October 18, 2023; May 6, August 16, 19, and 30, October 18, and November 12, 2024; and January 15, February 7 and 10, and March 7, 2025, Mr. Iván Canales Saldaña, on behalf of Nu México Financiera, S.A. de C.V., Sociedad Financiera Popular (Nu México Financiera) and Nu Bn Tecnología, S.A. de C.V. (Nu Bn Tecnología), requested authorization from the National Banking and Securities Commission (CNBV) for Nu México Financiera to organize and operate as a newly established multiple banking institution to be named Nubank, S.A., Institución de Banca Múltiple (Multiple Banking Institution).

The core proposal of the request considers the transformation of Nu México Financiera into a multiple banking institution, as provided for in the Credit Institutions Law and the General Provisions Applicable to Credit Institutions. Under the proposed corporate structure, Nu Bn Tecnología, currently the majority shareholder of Nu México Financiera, will retain its status as the majority shareholder of Nubank, S.A., Institución de Banca Múltiple, while Nu MX, LLC will serve as a minority shareholder.

In this regard, the CNBV Board of Governors, in a session held on April 15, 2025, based on Article 8 of the Credit Institutions Law, resolved the following:

CONSIDERATIONS

FIRST: The documentation and information submitted in support of the request for authorization to organize and operate a multiple banking institution to be named Nubank, S.A., Institución de Banca Múltiple, complies with the requirements set forth in Articles 9, 10, and 10 Bis of the Credit Institutions Law, as well as Articles 2(I) and 336 of the General Provisions Applicable to Credit Institutions.

SECOND: The Bank of Mexico, through Official Letter OFI002-945 dated January 30, 2025, expressed its favorable opinion for granting the requested authorization.

The central bank further stated:
“…this Central Bank expresses its favorable opinion for the CNBV to grant the requested authorization, provided that, prior to commencing operations as a multiple banking institution, the CNBV verifies that:

1. The subscribed and paid-in capital of the said credit institution is at least $13,295,104,179.00 (Thirteen billion two hundred ninety-five million one hundred four thousand one hundred seventy-nine pesos 00/100 M.N.), which is the amount derived from the most recent information provided by the applicants, based on their base financial model scenario. This ensures compliance with Articles 19 and 50 of the Credit Institutions Law and maintains an adequate level of capital strength for the stability and proper functioning of Nubank during its initial years as a multiple banking institution. This amount also reflects the upcoming capitalization of Nu México Financiera, S.A. de C.V., Sociedad Financiera Popular, prior to its transformation into a multiple banking institution.
2. The institution demonstrates that it has the necessary infrastructure and capacity to receive electronic fund transfers into the bank deposit accounts requested by its clients, as well as to conduct operations with the Bank of Mexico.”

THIRD: The analysis of the submitted documentation and information concluded that, from legal, financial, operational, information security, operational risk management, information technology, and anti-money laundering perspectives, the requested authorization is appropriate.

THEREFORE, THE FOLLOWING AGREEMENT WAS ISSUED:

AGREEMENT

THIRD: The members of the CNBV Board of Governors, based on Article 12(V) and (XV) of the CNBV Law in relation to Article 8 of the Credit Institutions Law, unanimously resolved to authorize the organization and operation of a multiple banking institution to be named Nubank, S.A., Institución de Banca Múltiple, under the terms presented.

This authorization is subject to compliance with the following, in accordance with Article 8 (third paragraph) and 46 Bis of the Credit Institutions Law and the requirements set by the Bank of Mexico in its Official Letter OFI002-945 dated January 30, 2025:

1. Obtain CNBV authorization to commence operations within the period established in Article 8 (third paragraph) of the Credit Institutions Law, which will proceed once the requirements of Article 46 Bis are met.
2. Prior to commencing operations, the subscribed and paid-in capital of Nubank, S.A., Institución de Banca Múltiple, must be at least $13,295,104,179.00 (Thirteen billion two hundred ninety-five million one hundred four thousand one hundred seventy-nine pesos 00/100 M.N.).
3. Prior to commencing operations, Nubank, S.A., Institución de Banca Múltiple, must demonstrate that it has the necessary infrastructure and capacity to receive electronic fund transfers into its clients’ deposit accounts and to conduct operations with the Bank of Mexico.

This agreement is adopted without prejudice to any additional authorizations or approvals required from the CNBV or other competent authorities under applicable laws, including those related to anti-money laundering and counter-terrorism financing.

TERMS AND CONDITIONS

FIRST: The company shall be named Nubank, S.A., Institución de Banca Múltiple.
SECOND: Its duration shall be indefinite.
THIRD: Its corporate purpose shall include all activities and services permitted under Article 46 of the Credit Institutions Law.
FOURTH: Its corporate domicile shall be in Mexico City.
FIFTH: Its initial share capital shall be $14,205,688,876.00 (Fourteen billion two hundred five million six hundred eighty-eight thousand eight hundred seventy-six pesos 00/100 M.N.).
SIXTH: This authorization is non-transferable.
SEVENTH: The institution shall be subject to CNBV supervision.
EIGHTH: The banking and credit services provided under this authorization, as well as all other operations, shall comply with the Mexican Constitution, international treaties, the Credit Institutions Law, CNBV regulations, Bank of Mexico provisions, and all other applicable laws, including anti-money laundering and counter-terrorism financing regulations.

Additionally, the CNBV, based on Article 8 (second paragraph) of the Credit Institutions Law, issued a favorable opinion on the draft bylaws of Nubank, S.A., Institución de Banca Múltiple, which are attached to this document.

The applicants must submit to the CNBV, within 90 calendar days of this notice, the public deed reflecting the transformation of Nu México Financiera into a multiple banking institution and the approval of Nubank, S.A.’s bylaws, as required by Article 8 (second paragraph) of the Credit Institutions Law.

This official letter must be published at the applicants’ expense in the Federal Official Gazette (DOF) and two widely circulated newspapers in its corporate domicile, as required by Article 8 (last paragraph) of the Credit Institutions Law. The applicants must inform the CNBV of the publication dates within 10 business days of publication, which must occur within 15 business days of receiving this notice.

This communication is issued under Article 16 (penultimate paragraph) of the CNBV Law and Articles 9, 14, and 17, in relation to Articles 19(X), 21(I)(c), (II), (III), and (last paragraph), 44(I) and (IV), and 64 of the CNBV Internal Regulations.

Sincerely,
Mexico City, April 23, 2025.
Vice President of Regulation, Lic. Aurora Cervantes Martínez. – Signature.
Vice President of Financial Groups and Intermediaries Supervision A, Mtr. Francisco Javier Vega Rodríguez. – Signature.
(R.- 564554)

Key Takeaways:

1. Nubank is authorized to operate as a multiple banking institution in Mexico.
2. It must meet capital requirements (at least $13.295 billion MXN) before starting operations.
3. It must demonstrate operational readiness, including electronic fund transfer capabilities.
4. The authorization is conditional and subject to further CNBV and Bank of Mexico oversight.