Bond BBVA Texas 5.125% ( USP16259AM84 ) in USD

BBVA Texas

94.261 % ▼

Mexico

USP16259AM84 ( in USD )

5.125% per year ( payment 2 times a year)

17/01/2033

Prospectus brochure of the bond BBVA Bancomer (Texas branch) USP16259AM84 en USD 5.125%, maturity 17/01/2033

P16259AM8

BB ( Non-investment grade speculative )

17/07/2025 ( In 59 days )

BBVA Bancomer (Texas branch) is a subsidiary of BBVA, offering a range of financial services including commercial banking, corporate banking, and private banking to businesses and high-net-worth individuals in Texas.

The Bond issued by BBVA Texas ( Mexico ) , in USD, with the ISIN code USP16259AM84, pays a coupon of 5.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 17/01/2033
The Bond issued by BBVA Texas ( Mexico ) , in USD, with the ISIN code USP16259AM84, was rated BB ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

BBVA Bancomer, S.A.,
Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer,
acting through its Texas Agency
U.S. $1,000,000,000 5.125% Subordinated Preferred Capital Notes Due 2033
We, BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer, a multi-purpose bank incorporated in
accordance with the laws of the United Mexican States, or Mexico, acting through our Texas Agency, are offering U.S.
$1,000,000,000 5.125% subordinated preferred capital notes due 2033 (the "Notes"). The Notes will mature on January 18, 2033
(the "Maturity Date"), unless previously redeemed. WE MAY REDEEM THE NOTES, IN WHOLE OR IN PART, SUBJECT TO
ANY REGULATORY REQUIREMENTS, AT OUR OPTION ON JANUARY 18, 2028 (THE "OPTIONAL CALL DATE")
ONLY. WE MAY ALSO REDEEM THE NOTES, IN WHOLE BUT NOT IN PART, SUBJECT TO ANY REGULATORY
REQUIREMENTS, AT ANY TIME IF THERE ARE SPECIFIED CHANGES IN (1) THE MEXICAN OR UNITED STATES
LAWS AFFECTING THE WITHHOLDING TAX APPLICABLE TO PAYMENTS UNDER THE NOTES OR (2) THE
MEXICAN LAWS THAT RESULT IN A SPECIAL EVENT (AS DEFINED IN THIS OFFERING MEMORANDUM) OR
(3) THE APPLICABLE TAX LAWS THAT RESULT IN INTEREST ON THE NOTES NOT BEING DEDUCTIBLE BY US
IN WHOLE OR IN PART FOR MEXICAN INCOME TAX PURPOSES. SEE "DESCRIPTION OF THE NOTES--
REDEMPTION--WITHHOLDING TAX REDEMPTION" AND "DESCRIPTION OF THE NOTES--REDEMPTION--
SPECIAL EVENT REDEMPTION."
PRINCIPAL AND INTEREST ON THE NOTES WILL BE DEFERRED AND WILL NOT BE PAID UNDER CERTAIN
CIRCUMSTANCES. IF A TRIGGER EVENT (AS DEFINED IN THIS OFFERING MEMORANDUM) OCCURS, THE
PRINCIPAL AMOUNT OF THE NOTES WILL BE WRITTEN-DOWN AS DESCRIBED IN THIS OFFERING
MEMORANDUM, WITHOUT THE POSSIBILITY OF ANY FUTURE WRITE UP OR REINSTATEMENT OF SUCH
PRINCIPAL, AND HOLDERS OF NOTES WILL AUTOMATICALLY BE DEEMED TO HAVE IRREVOCABLY WAIVED
THEIR RIGHT TO CLAIM OR RECEIVE REPAYMENT OF ANY WRITTEN-DOWN PRINCIPAL AMOUNT OF THE
NOTES, AND ANY UNPAID INTEREST WITH RESPECT THERETO, AS FURTHER DESCRIBED IN THIS OFFERING
MEMORANDUM. SEE "DESCRIPTION OF THE NOTES--WRITE DOWN." IF A MEXICAN REGULATORY EVENT
(AS DEFINED IN THIS OFFERING MEMORANDUM) OCCURS, WE WILL SUSPEND PAYMENT OF INTEREST ON
THE NOTES OR PAYMENT OF PRINCIPAL AT MATURITY UNTIL THE END OF THE RELATED SUSPENSION
PERIOD (AS DEFINED IN THIS OFFERING MEMORANDUM), SUBJECT TO THE OCCURRENCE OF A WRITE-
DOWN IN THE EVENT THAT DURING SUCH A SUSPENSION PERIOD A TRIGGER EVENT SHALL HAVE
OCCURRED. SEE "DESCRIPTION OF THE NOTES--TREATMENT OF INTEREST AND PRINCIPAL DURING A
SUSPENSION PERIOD."
The Notes are denominated in U.S. dollars and, subject to deferral during any Suspension Period and to one or more Write-Downs, will
bear interest from (and including) January 17, 2018 (the "Issue Date") up to (but excluding) the Optional Call Date at a fixed rate per
annum equal to 5.125%, payable semi-annually in arrears on January 17 and July 17 of each year and on the Maturity Date (each an
"Interest Payment Date"), commencing on July 17, 2018. Subject to deferral during any Suspension Period and to one or more Write-
Downs, the Notes will bear interest from (and including) the Optional Call Date to, but excluding, the Maturity Date, at a fixed rate per
annum equal to the sum of (i) the then-prevailing Treasury Yield plus (ii) 265 basis points, payable semi-annually in arrears on each
Interest Payment Date, commencing on July 17, 2028. See "Description of the Notes--Principal and Interest."
The Notes will be issued by our Texas Agency but will be our unsecured subordinated general obligations, not different from our other
subordinated unsecured obligations. In the event of our liquidation under Mexican law, the Notes will rank (i) junior to all of our present
and future senior indebtedness, (ii) pari passu with all of our other present or future subordinated unsecured preferred indebtedness, and
(iii) senior only to all our subordinated unsecured non-preferred indebtedness and all classes of our capital stock, as described in this
offering memorandum. See "Description of the Notes--Subordination." Payment of principal on the Notes may be accelerated only in
the case of certain events involving our bankruptcy, liquidation or dissolution. THE NOTES WILL BE UNSECURED AND WILL NOT
BE INSURED OR GUARANTEED BY ANY OF OUR SUBSIDIARIES OR AFFILIATES, INCLUDING OUR PARENT COMPANY, OR
BY THE THE SAVINGS PROTECTION AGENCY (INSTITUTO PARA LA PROTECCIÓN AL AHORRO BANCARIO, OR IPAB) OR ANY
OTHER MEXICAN GOVERNMENTAL AGENCY, AND THE NOTES ARE NOT CONVERTIBLE, BY THEIR TERMS, INTO ANY OF
OUR DEBT SECURITIES, SHARES OR ANY OF OUR EQUITY CAPITAL OR ANY DEBT SECURITIES, SHARES OR EQUITY
CAPITAL OF ANY OF OUR SUBSIDIARIES OR AFFILIATES.
Application has been made to the Irish Stock Exchange, or ISE, for the approval of this document as Listing Particulars. Application
has been made to the Irish Stock Exchange PLC for the Notes to be admitted to the Official List and trading on the Global Exchange
Market which is the exchange regulated market of the ISE. The Global Exchange Market is not a regulated market for the purposes of
Directive 2004/39/EC. There is no assurance that the Notes will be listed and admitted to trading on the Global Exchange Market of
the ISE.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 21.
Issue Price: 99.505%
plus accrued interest, if any, from and including January 17, 2018, or the Issue Date
THE INFORMATION CONTAINED IN THIS OFFERING MEMORANDUM IS EXCLUSIVELY OUR RESPONSIBILITY AND HAS
NOT BEEN REVIEWED OR AUTHORIZED BY THE MEXICAN BANKING AND SECURITIES COMMISSION (COMISIÓN NACIONAL
BANCARIA Y DE VALORES, OR THE "CNBV"). WE HAVE NOT AND WILL NOT REGISTER THE NOTES WITH THE MEXICAN
NATIONAL SECURITIES REGISTRY (REGISTRO NACIONAL DE VALORES) MAINTAINED BY THE CNBV AND THEREFORE WE
MAY NOT PUBLICLY OFFER THE NOTES OR SELL THE NOTES, NOR CAN THEY BE THE SUBJECT OF BROKERAGE ACTIVITIES

IN MEXICO, EXCEPT THAT WE MAY PRIVATELY OFFER AND PLACE THE NOTES IN MEXICO TO INSTITUTIONAL AND
QUALIFIED INVESTORS. AS REQUIRED UNDER THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES),
WE WILL NOTIFY AND FILE CERTAIN DOCUMENTATION WITH THE CNBV REGARDING THE OFFERING OF THE NOTES
OUTSIDE OF MEXICO. SUCH NOTICE WILL BE SUBMITTED TO THE CNBV TO COMPLY WITH A LEGAL REQUIREMENT AND
FOR INFORMATION PURPOSES ONLY, AND THE DELIVERY OF SUCH NOTICE TO, AND THE RECEIPT OF SUCH NOTICE BY,
THE CNBV IS NOT A REQUIREMENT FOR THE VALIDITY OF THE NOTES, DOES NOT ADDRESS LEGAL, TAX OR OTHER
CONSEQUENCES NOR DOES IT IMPLY ANY CERTIFICATION AS TO THE INVESTMENT QUALITY OF THE NOTES, OUR
SOLVENCY, LIQUIDITY OR CREDIT QUALITY OR THE ACCURACY OR COMPLETENESS OF THE INFORMATION SET FORTH
HEREIN. THE ACQUISITION OF THE NOTES BY AN INVESTOR, INCLUDING ANY INVESTOR OF MEXICAN RESIDENCY, WILL
BE MADE UNDER SUCH INVESTOR'S OWN RESPONSIBILITY.
The Notes are complex financial instruments and are not a suitable or appropriate investment for all investors. In some jurisdictions,
regulatory authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of securities such as the Notes
to retail investors.
The Notes are not intended to be sold and should not be sold to retail clients in the European Economic Area (the "EEA"), as defined in the
rules set out in the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 (as amended or
replaced from time to time) other than in circumstances that do not and will not give rise to a contravention of those rules by any person.
Prospective investors are referred to the section headed "UK Financial Conduct AuthorityRestrictions on marketing and sales to retail
investors in the European Economic Area" on page iv of this offering memorandum for further information.
This offering memorandum has been prepared on the basis that any offer of the Notes in any member state of the EEA ("Member State") will
be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of Notes.
Accordingly, any person making or intending to make an offer in that Member State of Notes which are the subject of the offering contemplated
in this Offering Memorandum may only do so in circumstances in which no obligation arises for the Issuer or any of the initial purchasers to
publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus
Directive, in each case, in relation to such offer. Neither we nor the initial purchasers have authorized, nor do they authorize, the making of
any offer of Notes in circumstances in which an obligation arises for the Issuer or the initial purchasers to publish or supplement a prospectus
for such offer. Neither we nor the initial purchasers have authorized, nor do they authorize, the making of any offer of Notes through any
financial intermediary, other than offers made by the initial purchasers, which constitute the final placement of the Notes contemplated in this
offering memorandum.
The expression Prospectus Directive means Directive 2003/71/EC (as amended), and includes any relevant implementing measure in the
Member State concerned.
We have not and will not register the Notes under the United States Securities Act of 1933, as amended (the "Securities Act") or any securities
laws of any state or any other jurisdiction. The Notes may not be offered or sold within the United States or to U.S. persons, except to qualified
institutional buyers ("QIBs") in reliance on the exemption from registration provided by Rule 144A ("Rule 144A") under the Securities Act
and to certain non-U.S. persons in offshore transactions in reliance on Regulation S ("Regulation S") under the Securities Act. You are hereby
notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A
or any state securities laws. See "Transfer Restrictions."
Neither the CNBV, nor the U.S. Securities and Exchange Commission (the "SEC"), nor any state or foreign securities commission has approved
or disapproved of the Notes or determined if this offering memorandum is truthful or complete. Any representation to the contrary is a
criminal offense.
THE INDENTURE AND THE NOTES WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK. WHETHER A TRIGGER EVENT (LEADING TO A WRITE-DOWN) OR A CAPITAL RATIOS EVENT OR A MEXICAN REGULATORY EVENT
(LEADING TO A SUSPENSION PERIOD) HAS OCCURRED IS BASED UPON A DETERMINATION BY THE APPLICABLE MEXICAN REGULATOR,
AS SET FORTH IN THIS OFFERING MEMORANDUM, IN ACCORDANCE WITH MEXICAN LAW (AS AMENDED FROM TIME TO TIME).
WHETHER A WITHHOLDING TAX EVENT OR A TAX EVENT HAS OCCURRED IS BASED UPON A DETERMINATION IN ACCORDANCE WITH
MEXICAN LAW (OR OTHER APPLICABLE LAW IN THE CASE OF A WITHHOLDING TAX EVENT INVOLVING A JURISDICTION OTHER THAN
MEXICO), AS AMENDED FROM TIME TO TIME, EVIDENCED BY AN OPINION OF A NATIONALLY RECOGNIZED LAW FIRM AND, IF
REQUIRED, A CERTIFICATION BY US. WHETHER A CAPITAL EVENT HAS OCCURRED IS DETERMINED BY US, AS SET FORTH IN THIS
OFFERING MEMORANDUM, IN ACCORDANCE WITH MEXICAN LAW (AS AMENDED FROM TIME TO TIME). THE RANKING AND
SUBORDINATION OF THE NOTES, WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, MEXICAN LAW (AS AMENDED FROM
TIME TO TIME). WE WILL WAIVE ANY RIGHTS WE MAY HAVE UNDER THE LAW OF THE STATE OF NEW YORK NOT TO GIVE EFFECT TO
ANY SUCH DETERMINATION TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. ANY PROCEEDINGS IN RESPECT OF OUR
LIQUIDACIÓN OR RESOLUCIÓN WILL BE CONDUCTED IN ACCORDANCE WITH THE MEXICAN BANKING LAW, AND ANY MERGER OR
CONSOLIDATION SHALL BE SUBJECT TO APPLICABLE APPROVALS UNDER THE MEXICAN BANKING LAW AND ANY OTHER APPLICABLE
MEXICAN LAWS, AS AMENDED FROM TIME TO TIME.
The Notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of its
participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about January 17, 2018.
Joint Bookrunners
BBVA
BNP PARIBAS
BofA Merrill Lynch
J.P. Morgan
The date of these Listing Particulars is January 17, 2018.

TABLE OF CONTENTS

Available Information ........................................................................................................................................... vi
Service of Process and Enforcement of Civil Liabilities ....................................................................................... vi
Forward-Looking Statements .............................................................................................................................. viii
Presentation of Certain Financial and Other Information....................................................................................... x
Offering Memorandum Summary .......................................................................................................................... 1
The Offering ........................................................................................................................................................... 9
Risk Factors .......................................................................................................................................................... 21
Use of Proceeds .................................................................................................................................................... 46
Exchange Rates and Currency .............................................................................................................................. 47
Dividends ............................................................................................................................................................. 48
Capitalization ....................................................................................................................................................... 49
Selected Consolidated Financial Information ...................................................................................................... 50
Management's Discussion and Analysis of Financial Condition and Results of Operations ............................... 56
Selected Statistical Information............................................................................................................................ 76
The Texas Agency .............................................................................................................................................. 110
The Bank ............................................................................................................................................................ 112
Risk Management ............................................................................................................................................... 131
Management ....................................................................................................................................................... 137
Related Party Transactions ................................................................................................................................. 142
The Mexican Financial Industry ......................................................................................................................... 144
Supervision and Regulation ............................................................................................................................... 149
Description of the Notes ..................................................................................................................................... 171
Transfer Restrictions .......................................................................................................................................... 194
Taxation ............................................................................................................................................................. 199
Certain ERISA Considerations ........................................................................................................................... 203
Plan of Distribution ............................................................................................................................................ 205
General Information ........................................................................................................................................... 211
Legal Matters ..................................................................................................................................................... 212
Independent Auditors ......................................................................................................................................... 212
Index to Consolidated Financial Statements ........................................................................................................ F-1
Annex A Significant Differences Between Mexican Banking GAAP and U.S. GAAP ...................................... A-1
Annex B Significant Differences Between Mexican Banking GAAP and IFRS................................................. B-1

i

BANCO DE MÉXICO HAS AUTHORIZED THE ISSUANCE OF THE NOTES AND THE INDENTURE
WILL BE EXECUTED BY AN OFFICER OF THE CNBV, AS REQUIRED UNDER APPLICABLE MEXICAN
LAW. AUTHORIZATION OF THE ISSUANCE OF THE NOTES BY BANCO DE MÉXICO DOES NOT
ADDRESS THE LEGAL, TAX OR OTHER CONSEQUENCES TO THE HOLDERS OF THE NOTES, NOR DOES
IT IMPLY ANY CERTIFICATION AS TO THE INVESTMENT QUALITY OF THE NOTES OR OUR
SOLVENCY, LIQUIDITY OR CREDIT QUALITY, OR THE ACCURACY OR COMPLETENESS OF THE
INFORMATION SET FORTH HEREIN, OR THE TRANSLATION OF THE TERMS OF APPLICABLE
MEXICAN LAW AND REGULATION, INCLUDING ARTICLES 121 AND 122 OF THE MEXICAN BANKING
LAW (LEY DE INSTITUCIONES DE CRÉDITO), RELEVANT PROVISIONS OF CIRCULAR 3/2012 ISSUED BY
BANCO DE MÉXICO AND THE GENERAL RULES APPLICABLE TO MEXICAN BANKS ISSUED BY THE
CNBV (DISPOSICIONES DE CARÁCTER GENERAL APLICABLES A LAS INSTITUCIONES DE BANCA
MÚLTIPLE).
We are responsible for the information contained in this offering memorandum. We have not, and the initial
purchasers have not, authorized anyone to provide you with other information and we take no responsibility for other
information that others may give you. This document may only be used where it is legal to sell these securities. The
information in this document may only be accurate on the date of this document. You should not assume that the
information contained in this offering memorandum is accurate at any date other than the date on the front of this
offering memorandum, regardless of the time of delivery of this offering memorandum or any sale of securities.
Unless otherwise specified or the context otherwise requires, references in this offering memorandum to "the
Bank," "Bancomer," "BBVA Bancomer," "we," "us" and "our" are references to BBVA Bancomer, S.A., Institución
de Banca Múltiple, Grupo Financiero BBVA Bancomer and its subsidiaries. References to "the Texas Agency" are
to the Texas Agency of BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer.
References to "the Issuer" are to the Bank acting through the Agency.
In connection with the issuance of the Notes, BNP Paribas Securities Corp. (the "Stabilizing Manager"), or
persons acting on their behalf, may over-allot the Notes or effect transactions with a view to supporting the market
price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the
Stabilizing Manager or persons acting on their behalf will undertake stabilization action. Any stabilization action may
begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made, and, if
begun, may be ended at any time, but it must end no later than 30 days after the issue date of the Notes, or no later
than 60 days after the date of the allotment of the Notes, whichever is the earlier. Any stabilization action will be
undertaken by the Stabilizing Manager or persons acting on their behalf in accordance with applicable laws and
regulations.
We, having made all reasonable inquiries, confirm that this offering memorandum contains all information
with regard to us, our subsidiaries and the Notes that is material in the context of the issue and offering of the Notes,
that the information contained in this offering memorandum is true and accurate and is not misleading as of the date
of this offering memorandum, that the opinions and intentions expressed herein are honestly held and that there are
no other facts, the omission of which would make this offering memorandum or any of such information or the
expression of any such opinions or intentions materially misleading. We, having taken all reasonable care to ensure
that such is the case, confirm that the information contained in this offering memorandum is, to the best of our
knowledge, in accordance with the facts and contains no omission likely to affect its import. We accept responsibility
for the information contained in this offering memorandum. We accept responsibility for accurately reproducing the
information and as far as we are aware and are able to ascertain from information published by Banco de México, the
CNBV or the Mexican Banking Association (Asociación de Bancos de México, A.C.), no facts have been omitted
which would render such reproduced information inaccurate or misleading.
We are relying upon an exemption from registration under the Securities Act for offers and sales of securities
that do not involve a public offering. By purchasing the Notes, you will be deemed to have made the
acknowledgements, representations and agreements and the restrictions described above and as further described
under "Transfer Restrictions" in this offering memorandum. We are not, and the initial purchasers are not, making an
offer to sell the Notes in any jurisdiction except where such an offer or sale is permitted. You should understand that
you will be required to bear the financial risks of your investment for an indefinite period of time.

ii

We have submitted this offering memorandum solely to a limited number of QIBs in the United States and
to investors outside the United States so that they can consider a purchase of the Notes. This offering memorandum
has been prepared solely for use in connection with the placement of the Notes and for the listing of the Notes on the
Official List of the Irish Stock Exchange and admission to trading on the Global Exchange Market of the Irish Stock
Exchange. We have not authorized the use of this offering memorandum for any other purpose. This offering
memorandum may not be copied or reproduced in whole or in part. This offering memorandum may be distributed
and its contents disclosed only to those prospective investors to whom it is provided. By accepting delivery of this
offering memorandum, you are deemed to have agreed to these restrictions. By purchasing the Notes, you will be
deemed to have made the acknowledgements, representations and agreements and the restrictions described above
and as further described under "Transfer Restrictions" in this offering memorandum.
This offering memorandum is based on information provided by us and by other sources that we believe are
reliable, but no assurance can be given by the initial purchasers as to the accuracy or completeness of such information.
The initial purchasers assume no responsibility for the accuracy or completeness of the information contained herein
(financial, legal or otherwise). In making an investment decision, prospective investors must rely on their own
examinations of us and the terms of this offering and the Notes, including the risks involved. Moreover, the contents
of this offering memorandum are not to be construed as legal, business or tax advice.
This offering memorandum does not constitute an offer of, or an invitation by or on behalf of, us or the initial
purchasers or any of our or their respective directors, officers and affiliates to subscribe for or purchase any securities
in any jurisdiction to any person to whom it is unlawful to make such an offer in such jurisdiction. Each purchaser of
the Notes must comply with all applicable laws and regulations in force in each jurisdiction in which it purchases,
offers or sells such Notes or possesses or distributes this offering memorandum and must obtain any consent, approval
or permission required by it for the purchase, offer or sale by it of such Notes under the laws and regulations in force
in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales.
THE NOTES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE
APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES, PURSUANT TO
REGISTRATION OR AN EXEMPTION THEREFROM. YOU SHOULD BE AWARE THAT YOU MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
TIME. SEE "RISK FACTORS" FOR A DESCRIPTION OF SPECIFIED FACTORS RELATING TO AN
INVESTMENT IN THE NOTES. NEITHER WE, THE INITIAL PURCHASERS, NOR ANY OF OUR OR THEIR
RESPECTIVE REPRESENTATIVES IS MAKING ANY REPRESENTATION TO YOU REGARDING THE
LEGALITY OF AN INVESTMENT BY YOU UNDER APPROPRIATE LEGAL INVESTMENT OR SIMILAR
LAWS. YOU SHOULD CONSULT WITH YOUR OWN ADVISORS AS TO LEGAL, TAX, BUSINESS,
FINANCIAL AND RELATED ASPECTS OF A PURCHASE OF THE NOTES.
The Notes are not deposits with us and are not insured by the United States Federal Deposit Insurance
Corporation or any other United States governmental agency or any Mexican governmental agency, including, without
limitation, the IPAB, and are not guaranteed or secured, in any manner, by any entity that is part of Grupo Financiero
BBVA Bancomer (including its holding company).
We reserve the right to reject any offer to purchase, in whole or in part, for any reason, or to sell less than the
full amount of the Notes offered hereby.
The Notes may not be purchased, held or disposed of by (1)(i) any pension, profit-sharing or other employee
benefit plan subject to the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"), (ii) any
plan or arrangement subject to Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"),
(iii) any entity whose underlying assets are deemed to be the assets of any such employee benefit plan, plan or
arrangement or (iv) any employee benefit plan or arrangement subject to provisions under any other federal, state,
local, non-U.S. or other laws or regulations that are substantially similar to the provisions of ERISA or Section 4975
of the Code or (2) any person acting on behalf of or with the assets of any such employee benefit plan, plan,
arrangement or entity, unless such purchase, holding and disposition is (a) covered by the exemptive relief provided
by (i) Prohibited Transaction Class Exemption ("PTCE") 96-23, 95-60, 91-38, 90-1 or 84-14, (ii) Section 408(b)(17)
of ERISA or Section 4975(d)(20) of the Code, or (iii) another applicable statutory or administrative exemption and

iii

(b) not a violation of any applicable federal, state, local or non-US law that is substantially similar to ERISA or Section
4975 of the Code. Prospective purchasers must carefully consider the restrictions on purchase set forth in "Transfer
Restrictions" and "Certain ERISA Considerations." For information regarding restrictions on acquisition of the Notes,
see "Description of the Notes--Restrictions Applicable to Mexican Financial Institutions."
UK Financial Conduct Authority--Restrictions on marketing and sales to retail investors in the European
Economic Area

The Notes described in this offering memorandum are complex financial instruments and are not a suitable or
appropriate investment for all investors. In some jurisdictions, regulatory authorities have adopted or published laws,
regulations or guidance with respect to the offer or sale of securities such as the Notes to retail investors.

In particular, in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the Product Intervention
(Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 which took effect from October 1,
2015 (the "PI Instrument"). Under the rules set out in the PI Instrument (as amended or replaced from time to time,
the "PI Rules"); (i) certain contingent write-down or convertible securities (including any beneficial interests therein),
such as the Notes, must not be sold to retail clients in the EEA; and (ii) there must not be any communication or
approval of an invitation or inducement to participate in, acquire or underwrite such securities (or the beneficial
interest in such securities) where that invitation or inducement is addressed to or disseminated in such a way that it is
likely to be received by a retail client in the EEA (in each case within the meaning of the PI Rules), other than in
accordance with the limited exemptions set out in the PI Rules.

The initial purchasers are subject to, and required to comply with, the PI Rules, or, if not subject to the PI Rules, they
will comply with them as if they were subject to the PI Rules. By purchasing, or making or accepting an offer to
purchase, any Notes (or a beneficial interest in such Notes) from the Issuer and/or the initial purchasers, you represent,
warrant, agree with and undertake to the Issuer and each of the initial purchasers that:

(1) you are not a retail client in the EEA (as defined in the PI Rules);

(2) whether or not you are subject to the PI Rules, you will not (a) sell or offer the Notes (or any beneficial
interests therein) to retail clients in the EEA or (b) communicate (including the distribution of this offering
memorandum or approve an invitation or inducement to participate in, acquire or underwrite the Notes (or
any beneficial interests therein) where that invitation or inducement is addressed to or disseminated in such
a way that it is likely to be received by a retail client in the EEA (in each case within the meaning of the PI
Rules), in any such case other than (i) in relation to any sale or offer to sell the Notes (or any beneficial
interests therein) to a retail client in or resident in the United Kingdom, in circumstances that do not and will
not give rise to a contravention of the PI Rules by any person and/or (ii) in relation to any sale or offer to sell
the Notes (or any beneficial interests therein) to a retail client in any EEA member state other than the United
Kingdom, where (x) you have conducted an assessment and concluded that the relevant retail client
understands the risks of an investment in the Notes (or such beneficial interests therein) and is able to bear
the potential losses involved in an investment in the Notes (or such beneficial interests therein) and (y) you
have at all times acted in relation to such sale or offer in compliance with the Markets in Financial Instruments
Directive (2004/39/EC) ("MiFID") to the extent it applies to you or, to the extent MiFID does not apply to
you, in a manner which would be in compliance with MiFID if it were to apply to you; and

(3) you will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or
outside the EEA) relating to the promotion, offering, distribution and/or sale of the Notes (or any beneficial
interests therein), including (without limitation) any such laws, regulations and regulatory guidance relating
to determining the appropriateness and/or suitability of an investment in the Notes (or any beneficial interests
therein) by investors in any relevant jurisdiction.

Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an offer
to purchase, any Notes (or any beneficial interests therein) from the Issuer and/or the initial purchasers the foregoing
representations, warranties, agreements and undertakings will be given by and be binding upon both the agent and its
underlying client.

iv

For the avoidance of doubt, the restrictions described above do not affect the distribution of the Notes in jurisdictions
outside of the EEA, such as in the United States provided that any distribution into the EEA complies with the PI
Rules.

NOTICE TO PROSPECTIVE INVESTORS IN CHILE

The Notes will not be registered under the Ley de Mercado de Valores No. 18,045 (Chilean Securities Market Law),
as amended, with the Superintendencia de Valores y Seguros ("Chilean Securities and Insurance Commission," or the
"SVS"), and, accordingly, may not be offered or sold to persons in Chile except in circumstances that do not constitute
a public offering under Chilean law.

Los valores que se emitan no serán registrados en la Superintendencia de Valores y Seguros de conformidad a la ley
de Mercado de Valores No.18,045, por lo que de acuerdo a ello, no podrán ser ofrecidos a personas en Chile excepto
en circunstancias que no constituyan una oferta pública de valores de acuerdo a ley Chilena.

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AVAILABLE INFORMATION
We file annual and quarterly reports and other information, all of which is in the Spanish language, with the
Mexican Stock Exchange (Bolsa Mexicana de Valores, S.A.B. de C.V., or the "BMV") in accordance with the
requirements applicable to issuers of securities registered with the Mexican National Securities Registry maintained
by the CNBV. Our BMV filings are available to the public on the Internet at our website, www.bancomer.com, and
at the BMV's website, www.bmv.com.mx. The addresses of our website and our blog are included in this offering
memorandum as active textual references only. The information on our website and our blog is not a part of, and is
not incorporated by reference into, this offering memorandum.
We will issue the Notes under an indenture (the "Indenture"), to be dated as of January 17, 2018, among us
and The Bank of New York Mellon, as trustee, paying agent, transfer agent and registrar (the "Trustee"). To permit
compliance with Rule 144A under the Securities Act in connection with resales of Notes, we will be required under
the Indenture, upon the request of a holder of Rule 144A notes or Regulation S notes (during the restricted period, as
defined in the legend included under "Notice to Investors"), to furnish to such holder and any prospective purchaser
designated by such holder the information required to be delivered under Rule 144A(d)(4) under the Securities Act if
at the time of the request we are neither a reporting company under Section 13 or Section 15(d) of the U.S. Securities
Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b)
under the Exchange Act.
The Indenture further requires that we furnish to the Trustee (as defined herein) all notices of meetings of the
holders of the Notes and other reports and communications that are generally made available to holders of the Notes.
At our request, the Trustee will be required under the Indenture to give these notices, reports and communications
received by it from us to all record holders of the Notes promptly upon receipt. See "Description of the Notes."
We will make available to the holders of the Notes, at the corporate trust office of the Trustee at no cost,
copies of the Indenture as well as this offering memorandum, including a review of our operations, and our annual
audited consolidated financial statements and our unaudited quarterly consolidated financial statements, each prepared
in conformity with Mexican Banking GAAP (as defined herein). We will also make available for inspection at the
corporate trust office of the Trustee our unaudited quarterly consolidated financial statements prepared in accordance
with Mexican Banking GAAP. Information is also available for inspection at the office of The Bank of New York
Mellon SA/NV, Dublin Branch (the "Listing Agent").
Application has been made to the Irish Stock Exchange, or ISE, for the approval of this document as Listing
Particulars. Application has been made to the Irish Stock Exchange PLC for the Notes to be admitted to the Official
List and trading on the Global Exchange Market which is the exchange regulated market of the ISE. This offering
memorandum forms, in all material respects, the listing particulars for admission to the Irish Stock Exchange. We
will be required to comply with any undertakings given by us from time to time to the Irish Stock Exchange in
connection with the Notes, and to furnish to it all such information as the rules of the Irish Stock Exchange may require
in connection with the listing of the Notes.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
We are a multi-purpose bank (institución de banca múltiple) incorporated in accordance with the laws of
Mexico with limited liability (sociedad anónima). Most of our directors and officers, as well as the experts named in
this offering memorandum, reside outside of the United States, and substantially all of their assets and our assets are
located outside of the United States. As a result, it may not be possible for you to effect service of process within the
United States upon these persons or to enforce against them or against us in United States courts judgments predicated
upon the civil liability provisions of the U.S. federal securities laws. We have been advised by our internal counsel
that there is doubt as to the enforceability, in original actions in Mexican courts, of liabilities predicated solely on U.S.
federal securities laws and as to the enforceability in Mexican courts of judgments of U.S. courts obtained in actions
predicated upon the civil liability provisions of the U.S. federal securities laws.
We have been advised by Texas counsel that a money judgment rendered in Mexico for amounts due under
the Indenture or the Notes (other than a judgment for taxes, fines or other penalties) that has become final, conclusive
and enforceable under the judicial system of Mexico would generally be enforceable against the Issuer in a Texas
court if such judgment meets the requirements of the Uniform Foreign Country Money-Judgment Recognition Act as

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then in effect in the State of Texas and the judgment creditor complies with the applicable procedures for recognition.
However, a Texas court is not permitted to recognize a foreign money judgment that (i) was rendered under a judicial
system that does not provide impartial tribunal or procedures compatible with due process of law, (ii) if the Mexican
court did not have personal jurisdiction over the Issuer, or (iii) if the Mexican court did not have subject matter
jurisdiction over the matter. Moreover, a Texas court may determine not to recognize a foreign money judgment if
(a) the Issuer did not receive notice of the Mexican court proceeding in sufficient time to enable an adequate defense,
(b) the judgment was obtained by fraud that deprived the Issuer of an adequate opportunity to present its case, (c) the
cause of action or defense in such judgment is repugnant to the public policy of Texas, (d) the judgment conflicts with
another final and conclusive judgment, (e) the proceeding in the Mexican court was contrary to a settlement agreement
concerning the dispute, (f) personal jurisdiction was based only on personal service and the Mexican court was a
seriously inconvenient forum, (g) the judgment was rendered in circumstances that raise substantial doubt about the
integrity of the Mexican court with respect to the judgment, (h) the specific proceeding in the Mexican court leading
to the judgment was not compatible with due process of law or (i) a Mexican court would not recognize a comparable
judgment rendered by a Texas court. A Texas court would ordinarily only render or enforce a judgment for money
relating to the Indenture or the Notes in U.S. dollars.

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FORWARD-LOOKING STATEMENTS
This offering memorandum contains forward-looking statements. Examples of such forward-looking
statements include, but are not limited to, the following: (1) statements regarding our future results of operations and
financial condition, (2) statements of plans, objectives or goals, including those related to our operations, and
(3) statements of assumptions underlying such statements. Words such as "believe," "anticipate," "should,"
"estimate," "forecast," "expect," "may," "intend" and "plan" and similar expressions are intended to identify forward-
looking statements but are not the exclusive means of identifying such statements.
You should not place undue reliance on forward-looking statements, which are based on current expectations.
Forward-looking statements involve inherent risks and uncertainties, both general and specific, and there are risks 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 in such forward-looking statements. These factors include,
among others, the following:
changes in overall political, social and economic conditions in Mexico, including exchange
rates and interest rates, and globally, particularly in the United States;
competition in the banking industry in Mexico;
profitability of our businesses;
changes in exchange rates, market interest rates or the rate of inflation;
credit and other risks of lending, such as increases in default of borrowers;
limitations on our access to sources of financing on competitive terms;
failure to meet capital or other requirements;
limitations on our ability to freely determine interest rates;
changes in reserve or capital requirements, changes in the laws or regulations applicable thereto,
or the interpretation of how such reserve or capital requirements are to be calculated;
our inability to hedge against market risks, including but not limited, to interest rate and
exchange rate movements;
changes in requirements to make contributions to or for the receipt of support from programs
organized by the Mexican Government;
inability to timely and duly enforce our claims on collateral provided by borrowers;
changes in our or Mexico's domestic and international credit ratings;
changes in regulations relating to the products we offer or otherwise;
changes in capital markets in general that may affect policies or attitudes towards investing in
Mexico or securities issued by companies in Mexico;
the ability of our customers to meet their payment obligations;

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