1 New York, NY JPMorgan Latin America Equity Conference November 5 and 6, 2001
2 I. BANCRECER’S ACQUISITION II. 3Q01 GFNORTE RESULTS III. OUTLOOK Contents
3 I. BANCRECER’S ACQUISITION
4 Acquisition ORIGINAL BANCRECE R Past Due Loans Repossessed Assets Other Risky Assets NEW VEHICLE CLEAN BANCRECER Performing Assets 6,600 Employees Real State 754 Branches 967 ATM’s Stockholder’s Equity for Ps 2.5 billion Banorte acquired “the good bank” out of BanCrecer Acquisition Synergies Market Benefits Integration Challenges
5 Terms of the acquisition and sources of funding $ 1,650 millions (USD 174 millions) PRICE Oct 5, % P/BV 0.66 x Dec 5, % PAYMENTS 300 Dividends obtained from GFNorte’s subsidiaries Pending Payment from Generali for the use of the BanCrecer’s network 300 GFNorte’s cash position Sources of Funding $ 1,650 MILLIONS OF PESOS 500 Outstanding non convertible sub. debt 550 Additional Debt Terms of the acquisition Acquisition Synergies Market Benefits Integration Challenges
6 Acquisition Synergies Market Benefits Integration Challenges MILLIONS OF PESOS AS OF SEPTEMBER 30, 2001 Proforma Balance Sheet for BanCrecer ASSETSLIABILITIES TOTAL ASSETS$68,130LIABILITIES & STOCKHOLDERS$68,130 Cash and due from Banks 7,890 Financial Instruments 2,123 Repos & Derivatives 4 IPAB Loans 46,375 Performing Loans 9,741 Past Due Loans 0 Preventive loan loss reseves (592) Net Loan Portfolio 9,149 Total Loans (Net) 55,524 Sundry debtors (Net) 337 Foreclosed Assets 0 Real Estate, Furniture & Eq, (net) 1,092 Investments in subsidiaries 1,158 Other Assets 2 Deposits 56,096 Due to banks and correspondents 7,958 Repos & Derivatives 0 Other payable accounts 1,493 Deferred Taxes 52 Deferred Credits 31 TOTAL LIABILITIES 65,630 STOCKHOLDERS EQUITY 2,500
7 Acquisition Synergies Market Benefits Integration Challenges IPAB and performing loans MILLIONS OF PESOS IPAB NOTE Maturity Año 2009 At maturity Capital payments Interest payments Monthly Annual yield TIIE Probability of prepayment Very low Loss Sharing No PERFORMING LOANS Mortgages $ 5,703 Commercial $ 2,674 Government Entities $ 1,164 Consumer $ 200 TOTAL $ 9,741 Amount $46,375
8 Acquisition Synergies BANCRECER’S NETWORK BANCRECER’S NETWORK BANORTE’S NETWORK BANORTE’S NETWORK BANORTE’S CORPORATIVE STRUCTURE Taking advantage of current Banorte’s Corporate Structure Synergies Market Benefits Integration Challenges
9 Acquisition Expected positive contribution to earnings for BanCrecer since the first year Earnings generation will come mainly from: Cost savings in corporate expenses using current Banorte’s organization & infrastructure Defining the optimal distribution network for Banorte and Bancrecer Increase client base & cross selling through Banorte’s brand name. Synergies Market Benefits Integration Challenges
10 Acquisition Synergies Market wBanCrecer’s acquisition reinforces and/or complements in a significant manner current Banorte’s national presence. With BanCrecer’s acquisition, Banorte will improve its market share Market Benefits Integration Challenges BANORTE + BANCRECER BITAL BANORTE BANCRECER SCOTIABANK INBURSA NEW BANKS REP. OFFICES TOTAL INDUSTRY BBVA-BANCOMER BANAMEX-CITIBANK SANTANDER-SERFIN BANK 154, ,452 89,152 64,887 54,287 20,938 31,353 33,489 1,295, , , ,621 Total Deposits 169, ,663 98,931 70,407 63,131 45,469 39,949 84,443 1,560, , , ,554 Assets 4°6° 3° 132,584 60,341 77,771 54,813 40,352 27,987 24,524 12, , , , ,276 Total Loans 1,207 1, ,742 2,159 1, Branches 4° 5° 4° SOURCE: CNBV AS OF JUNE, NOTE: BANCO DEL ATLÁNTICO IS INCLUDED IN THE TOTAL.
11 Acquisition Synergies Market Reinforces Banorte’s geography as a national bank SOURCE: ABM. JUNE BANORTE INCLUDES MODULES. FIGURES IN MILLION PESOS. 7o7o 4o4o NORTHEAST Branches % Deposits % Banorte , Bte+Bcer , NORTHEAST Branches % Deposits % Banorte , Bte+Bcer , o4o 2o2o 3o3o 1o1o MEXICO Branches % Deposits % Banorte , Bte+Bcer , MEXICO Branches % Deposits % Banorte , Bte+Bcer , o6o 5o5o 6o6o 6o6o MONTERREY Branches % Deposits % Banorte , Bte+Bcer , MONTERREY Branches % Deposits % Banorte , Bte+Bcer , o4o 1o1o 1o1o 1o1o NORTHWEST Branches % Deposits % Banorte , Bte+Bcer , NORTHWEST Branches % Deposits % Banorte , Bte+Bcer , o7o 4o4o 7o7o 4o4o TOTAL Branches % Deposits % Banorte , Bte+Bcer 1, , TOTAL Branches % Deposits % Banorte , Bte+Bcer 1, , o6o 4o4o WEST Branches % Deposits % Banorte , Bte+Bcer , WEST Branches % Deposits % Banorte , Bte+Bcer , o6o 3o3o 5o5o 4o4o 3o3o SOUTHEAST Branches % Deposits % Banorte , Bte+Bcer , SOUTHEAST Branches % Deposits % Banorte , Bte+Bcer , o7o 5o5o 7o7o 5o5o 4o4o 172 new locations Benefits Integration Challenges
12 Now Banorte stands in a better position to compete wAs a result of the consolidation process in the Mexican Banking System large financial groups have arisen, which can benefit from economies of scale and other advantages over their competitors. wWith BanCrecer’s acquisition, Banorte becomes now a stronger participant, better equiped to compete with large financial groups. Acquisition Synergies Market Benefits Integration Challenges Commercial Mortgages Credit Card TOTAL LOAN PORTFOLIO BANORTE TOTAL 45,008 76,836 45, ,241 45, ,702 72, , ,866 BANCRECER 26,800 72,246 NUMBER OF CLIENTS TOTAL DEPOSITS Term Deposits Demand Deposits Debit Card 371,255 1,439, , ,777 1,860,519 1,683,952 2,402,718 4,081, , ,898 1,092,110 1,678,530
13 Estimated 2-year integration cost of Ps 1,076 M and a recurring Ps 807 M savings starting MILLIONS OF PESOS Systems Laying off costs Instalation of the Integral System of Merchandising Cost of Merge Basic equipment Corporate Image Changes 80 Personnel Expense Operation & Adminis. Expense Tecnologic Expense Acquisition Synergies Market Benefits Integration Challenges INTEGRATION COSTS TOTAL SAVINGS Operative Integration 67
14 MILLIONS OF PESOS $1,858 Banorte saved Ps 1,858 M with this acquisition when compared to an estimated organic growth Acquisition Synergies Market Benefits Integration Challenges $ 1,650 Price Integration Costs $ 1,076 BANCRECER’S ACQUISITION $ 4,524 TOTAL INVESTMENT $ 2,726 TOTAL Initial Investment $ 3 Expenses to Break Even $ 3 $ 6 Investment per Branch ORGANIC GROWTH 754 Number of Branches
15 Phases of Integration STAGE I (4-6 months) STAGE II (12 months) STAGE III (24 months) Integration of 10 most frequent transactions (83.5%). Transactions in both banks. Integration of 10 most frequent transactions (83.5%). Transactions in both banks. Conversion to those products of Banorte. Physical and technical integration. Conversion to those products of Banorte. Physical and technical integration. Multichannel technical architecture. Flexibility to adapt to changes. Multichannel technical architecture. Flexibility to adapt to changes. Acquisition Synergies Market Benefits Integration Challenges
16 Banorte’s deposit base grows 76% with the acquisition of BanCrecer Acquisition Synergies Market Benefits Integration Challenges GFNorte (Banking Sector) 1) BanCrecer 2) Total 56, , ,581 4,185 $ 133,766 $ 130,187 73,465 4,185 77,650 74,091 Performing Loans Past Due Loans TOTAL LOANS TOTAL DEPOSITS 68,130$ 165,74897,618TOTAL ASSETS 17,907 11,182 27,007 43,063 29,104 58,020 25,156 17,922 31,013 Demand Deposits Term Deposits Money Market Deposits 2,500 $ 8,335 7,735 STOCKHOLDER’S EQUITY MILLIONS OF PESOS 1) DATA AS OF JUNE, ) DATA AS OF JULY, %
17 Banorte’s capitalization ratio with BanCrecer maintains a healthy level 6006,434 Net Capital BANORTE INCREASE DUE TO BANCRECER Risk Assets Capitalization Ratio TOTAL 7,034 10,05141,16551,216 N.A.15.6%13.7% N.A..- NOT APPLICABLE. CAPITAL INCREASE EXPECTED FOR BANORTE Acquisition Synergies Market Benefits Integration Challenges MILLIONS OF PESOS
18 Management’s main challenges Acquisition Synergies Market Benefits Integration Challenges Retain BanCrecer’s customer base, integrate Banorte’s products and services, and grow the loan portfolio. Commercial Human Resources Physical Resources Communications Expenses Technology and Operations Avoid central and corporate expenses, identify redundancies and improve operating efficiency. Integrate both banks in a single technological platform. Select the best people from both institutions. Optimize physical resources and take advantage of economies of scale. Asure an effective communication to employees, clients and the financial community.
19 II. 3Q01 GFNORTE RESULTS
20 Highlights wGFNorte’s Accum. Net Income as of 3Q01 Ps 1,239.6 million wGFNorte’s Net Income for 3Q01Ps million wGFNorte’s ROE19.5% wBanking Sector’s ROE20.1% wBanking Sector’s Capitalization Ratio15.4% wCommercial loans growth (3Q01 vs 3Q00) 1) 18.3% wAutomobile loans growth (3Q01 vs 3Q00)166% wNew credit card fixed interest rate 25% 1) Excluding Corporate loans
21 SEPTEMBER 2001 (Millions of Pesos) $54.3 GFNorte Net Income $1, ,065.8 $14.1 $27.2 $78.3 TOTAL 3Q‘00 $1, Q ‘01 $1, , , % (1.7)% (1.0) 82.9 (76.6) (3.6) 7.5 GFNorte’s Accumulated Net Income HoldingBanking Sector Brokerage House Auxiliary Organizatiom Long Term Savings Banking Auxiliary Organizations Holding Brokerage House Long Term Savings DIVISION Figures as of September 2001
22 MILLIONS AS OF SEPTEMBER 2001.(*) BASED ON MILLIONS OF SHARES. EXTRAORDINARY INCOME: 1997: PS715.4 AND 1998: PS Extraordinary Income Book Value Per Share (*) 1, , , '95'96'97'98'99 1,736.9 ‘ , , Q’01 3Q’00 1,261.2 GFNorte has maintained a constant earnings growth ACCUMULATED NET INCOME (Millions of Pesos)
% 3T % % 1999 ROE GFNorte´s ROE has been among the highest in the mexican banking industry
24 Banking Sector
25 Net Interest Margin has been able to maintain its level despite market interest rate reduction
26 Commercial and automobile loans show an increase of 18% and 166% respectively from 3Q00 to 3Q01 -40% -20% 0% 20% 40% 3Q004Q001Q012Q013Q01 Mortgage Corporate Credit Card Commercial DATA AS OF SEPTEMBER ‘01. Automobile 166%
27 Fees on services and trading have increased their contribution to Non Interest Income SERVICES FOBAPROA FIDUCIARY TRADING 25% 75% 52% 48% 1,2571,207 NOTE: 3Q01 FIDUCIARY INCOME IS INCLUDED AS A NET AMOUNT FOR COMPARISON PURPOSES. IT WAS CALCULATED AS FOLLOWS: FIDUCIARY INCOME PS 402 MILLION - OTHER FEES PS 234 MILLION - TRUST PAID INTEREST PS 70 MILLION - OPERATION & ADMINISTRATION EXPENSES PS 6 MILLION= NET EARNING OF PS 92 MILLION. DATA AS OF SEPTEMBER ‘01.
28 Past due loans are totally provisioned 102.3% 102.9% 100.0% 100.4% 101.1% 100.0% 105.6% 3,900 4,100 4,300 4,500 4,700 1Q002Q003Q004Q001Q012Q013Q % 99.0% 101.0% 103.0% PAST DUE LOANS LOAN LOSS RESERVES DATA AS OF SEPTEMBER ‘01. MILLIONS OF PESOS
29 Total Deposits show a slight increase in a contracted market 117, , , , , , ,015 1Q002Q003Q004Q001Q012Q013Q01 DATA AS OF SEPTEMBER ‘01. MILLIONS OF PESOS
30 Capitalization ratio has remained at a healthy levels 14.1% 14.7% 10.7% 12.0% 11.4% 15.6% 15.4% 1Q002Q003Q004Q001Q012Q013Q01 *: SINCE 3Q00 WE USE 2003 RULES Rules IN 2Q01 THE CAPITALIZATION RATIO WAS STRENGTHENED A 2.5% WITH THE ISSUE OF THE NON CONVERTIBLE SUBORDINATE-BONDS
31 Other Divisions
32 MILLIONS AS OF SEPTEMBER WHOLESALE PARTICIPATION 1) JUN ‘01 2) DEC ‘00. MARKET SHARE: AFORE & ANNUITIES: NUMBER OF AFFILIATED; BANCASSURANCE: PREMIUMS; BROKERAGE HOUSE: VARIABLE EQUITY; FACTORING & LEASING: TOTAL LOANS, BONDING: SURETIES SOLD. Afore % % % % 1) % % 1) % % (3.0)1.0% % 1) (19.8)9.7%(1.4) 9.5% 2.1% N.A. 2.2% 2) Other divisions are profitable and have gained market share Net Income Market Share Net Income Market Share 3Q003Q01 Long Term Savings: Brokerage House Leasing Factoring Warehousing Bonding Bancassurance Annuities Brokerage: Auxiliary Organizations:
33 III. OUTLOOK
34 The deceleration of the economic activity in the United States has affected the expected GDP growth in Mexico CETES 28 DAYS GDP INFLATION End of the year %0.0% 8.96%5.50% 17.59%9.65% 2.8% * 4.70% 8.30% Average 15.30%11.95% 8.90% EXCHANGE RATE ESTIMATED FIGURES REVISED OCTOBER 24, 2001 * INCLUDES THE NEW FISCAL REFORM
35 GFNorte has followed a clear and successful strategy for increasing its profitability New Loans Non Interest Income Deposit Volume and Mix Non Interest Expense Recovery PROFITABILITY InterestRate
36 General Strategy 4Management assessed different alternatives to strengthen and consolidate it’s national presence in Mexico’s rapidly consolidating banking sector. v Acquisition of BanCrecer v Buying other banks’ branches. 4Management priority is and will be to increase shareholders value and will examine different alternatives from this perspective. 4Management is fully committed to maintaining and enhancing Bank’s performance and returns. 4Sell of the controlling interest is not contemplated in the short term, however the sale of a minority position could be possible if the proposed partner adds value to the Group. Strategic Alliances
37 Management 4Since 1996, Othón Ruiz Montemayor was appointed CEO of the Group and has been fully committed to improving GFNorte’s returns. 4One of CEO’s top priorities is to have a strong and fluid comunication with the financial community and a proactive program to fully convey GFNorte’s fundamentals and strategy. Corporate Governance 4GFNorte is concerned about minority shareholders given the consolidation trend in the banking system. 4Our Board of Directors is integrated 40% with independent members, well beyond the 25% established as a minimum in the recent financial reform. Valuation 4Good returns and results of GFNorte are not reflected in its share price. We are certain that through a clear understanding of GFNorte’s strategy and fortress, stock valuation will improve.
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