Deferral of Interest and Principal Payments

We have the right to and will defer but not cancel (except pursuant to one or more write-downs), the payment of interest due on the notes and defer but not cancel (except pursuant to one or more write-downs), the payment of principal thereof for the duration of any suspension period (see “—suspension periods”). In the event of a deferral of the payment of interest on the notes or deferral of payment of principal thereof, we will notify the holders of the notes and the trustee in accordance with the procedures described in the indenture. Payments of interest due on the notes will be cumulative, so that in the event that payments of interest are deferred during a suspension period and subject to the occurrence of one or more write-downs, holders of the notes will have the right to receive following the termination of the suspension period all interest accrued prior to and during the suspension period, but not paid as a result of such suspension period, and such interest will be payable (without any interest on such previously accrued interest) on the next succeeding interest payment date on which a suspension period is no longer in effect, unless such interest payment date occurs on a date that is less than twelve business days after such suspension period ends, in which case any and all interest then payable shall be paid on the date that is twelve business days after the date on which such suspension period ends, except to the extent such interest is cancelled pursuant to one or more write-downs. If a suspension period is in effect on the maturity date or any redemption date or the maturity date or such redemption date is on a date that is less than twelve business days after a suspension period ends, payment of principal will be deferred with interest until the date that is twelve business days after the date on which such suspension period ends, except to the extent such principal is cancelled pursuant to one or more write-downs. When a suspension period is no longer in effect, we will notify the holders of the notes and the trustee in accordance with the procedures described in the indenture. If a write-down occurs, the written-down principal, and any interest accrued with respect thereto during any suspension period, will be cancelled.

Suspension Periods

For purposes hereof, a suspension period will commence and we will defer but not cancel (except pursuant to one or more write-downs) the payment of interest and principal due thereon upon the occurrence of one of the following events:

(1) Any of the following capital ratios applicable to us declines below the minimum percentage required, from time to time, by the mexican capitalization requirements which as of the date hereof are: (a) 10.5% in the case of total net capital (capital neto), (b) 8.5% in the case of tier 1 capital (capital básico), or (c) 7.0% in the case of fundamental capital (capital básico fundamental), plus, in each case, any other applicable capital supplement (currently, a systemically important bank capital supplement (as defined below) for grade iv banks of 1.50% and any countercyclical capital supplement (as defined below) Applicable to us, both to be created by us in four annual steps commencing December 31, 2016) (a “capital ratios event”); or

(2) (2) the cnbv institutes a preventive or corrective measure against us pursuant to articles 121 and 122 of the mexican banking law or any successor provisions (including the corresponding rules set forth under the general rules applicable to mexican banks), which requires deferring or canceling payments of interest and principal otherwise due on the notes if we are classified as class iii (or equivalent classification under successor provisions) or below under the mexican capitalization requirements (a “mexican regulatory event.”)

We have the option, but no obligation, under the indenture to redeem the notes on the optional call date only, in whole (up to the then current principal amount) or in part, at par plus accrued and unpaid interest due on, or with respect to, the notes, plus additional amounts, if any, up to, but excluding, the date of redemption (an “optional redemption”).

Optional Call Date: January 18, 2028

Write-down amount” means an (i) amount of the then current principal amount of the notes that would be sufficient, together with any concurrent pro rata write down of any other loss-absorbing instruments issued by us and then outstanding, to return our fundamental capital ratio to the levels of then-applicable fundamental capital ratio required by the cnbv in accordance with section ix, b) of annex 1-s of the general rules applicable to mexican banks or any successor regulation, which as of the date of this offering memorandum is, including the capital conservation buffer of 2.5%, 7% (seven percent) (plus the amount required to restore any countercyclical capital supplement and any systemically important bank capital supplement to the minimum amounts required under the mexican capitalization requirements on such write-down date; or (ii) if any write-down of the current principal amount, together with any concurrent pro rata write down of any other loss-absorbing instruments issued by us and then outstanding, would be insufficient to return our fundamental capital ratio to the aforementioned amount described in clause (i) above, then the amount necessary to reduce the current principal amount of each outstanding note to zero.

“write-down date” means the date on which a write-down will be deemed to take effect, which shall be the next business day succeeding the date of the trigger event.

Special Event Redemption

We also have the option, but no obligation, under the indenture to redeem the notes at any time prior to the maturity date, in whole (up to the then current principal amount) but not in part, at par plus accrued and unpaid interest due on, or with respect to, the notes, plus additional amounts, if any, up to, but excluding, the date of redemption, upon the occurrence of a special event (as defined below) affecting the notes ) (a “special event redemption”); provided, however, in the event of such a special event redemption with respect to the notes, (i) we shall be in compliance with applicable mexican capitalization requirements in effect on the applicable redemption date, (ii) after giving effect to the redemption, we maintain each of our capital ratios equal to, or exceeding, the then-applicable capital ratios required by the cnbv in accordance with section iv, c), 1 of annex 1-s of the general rules applicable to mexican banks or any successor regulation, which as of the date of this offering memorandum are (x) 10.5% in the case of total net capital (capital neto), (y) 8.5% in the case of tier 1 capital (capital básico), and (z) 7% in the case of fundamental capital (capital básico fundamental) plus the then-applicable countercyclical capital supplement and systemically important bank capital supplement, or we issue securities that replace the notes such that we remain in compliance with the mexican capitalization requirements, and (iii) we have obtained the authorization from banco de méxico to redeem the notes prior to the applicable redemption date; provided, however, that if at any time a trigger event shall have occurred, or a suspension period shall have commenced and not terminated, then we shall have no obligation to redeem any notes called for special event redemption.