Obbligazione Santander Bank 8.5% ( US40053CAA36 ) in USD

Santander Bank

100.625 USD ⇌

Messico

US40053CAA36 ( in USD )

8.5% per anno ( pagato 2 volte l'anno)

perpetue

Prospetto opuscolo dell'obbligazione Banco Santander US40053CAA36 en USD 8.5%, scadenza perpetue

200 000 USD

500 000 000 USD

40053CAA3

N/A

Ba1 ( Non-investment grade speculative )

20/07/2025 ( In 64 giorni )

Banco Santander è una delle più grandi banche al mondo per capitalizzazione di mercato, operante in Europa, America Latina e Stati Uniti, offrendo una vasta gamma di servizi finanziari.

The Obbligazione issued by Santander Bank ( Mexico ) , in USD, with the ISIN code US40053CAA36, pays a coupon of 8.5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is perpetue

The Obbligazione issued by Santander Bank ( Mexico ) , in USD, with the ISIN code US40053CAA36, was rated Ba1 ( Non-investment grade speculative ) by Moody's credit rating agency.

424B5 1 dp71388_424b5.htm FORM 424B5
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered
Maximum Aggregate Offering Price
Amount of Registration Fee(1)
$500,000,000 8.500% Perpetual Subordinated Non- $500,000,000
$57,950
Preferred Contingent Convertible Additional Tier 1
Capital Notes

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.

Filed pursuant to Rule 424(b)(5)
Registration No. 333-215215

PROSPECTUS SUPPLEMENT
(to prospectus dated December 21, 2016)

U.S.$500,000,000 8.500% Perpetual Subordinated Non-Preferred Contingent Convertible Additional Tier 1
Capital Notes

Grupo Financiero Santander México, S.A.B. de C.V.

The U.S.$500,000,000 8.500% Perpetual Subordinated Non-Preferred Contingent Convertible Additional Tier 1 Capital Notes (the "Notes")
are Additional Tier 1 Capital (capital básico no fundamental) notes with no fixed maturity or fixed redemption date. From and including the date
on which the Notes are initially issued, which is expected to be December 29, 2016 (the "Issue Date"), to but excluding January 20, 2022 (the
"First Call Date") the Notes will bear interest on the Current Principal Amount (as defined in this prospectus supplement) initially at a rate equal to
8.500% per annum. From and including the First Call Date (such date, and each fifth anniversary thereafter a "Reset Date") to, but excluding, the
next succeeding Reset Date, the applicable per annum interest rate will be equal to the sum of the then-prevailing Treasury Yield on the second
Business Day (as defined in this prospectus supplement) immediately preceding the applicable Reset Date (the "Reset Determination Date") and
647.20 basis points (rounded to two decimal places, with 0.005 being rounded down). The interest rate following any Reset Date may be less than
the initial interest rate and/or the interest rate that applies immediately prior to such Reset Date. Subject to the conditions described further below,
Grupo Financiero Santander México will pay interest on the Notes quarterly in arrears on January 20, April 20, July 20 and October 20 of each year
(each an "Interest Payment Date"), commencing on April 20, 2017.

Interest on the Notes will be due and payable only at Grupo Financiero Santander México's sole discretion and Grupo Financiero Santander
México will have sole and absolute discretion at all times and for any reason to cancel any interest payment in whole or in part that would
otherwise be payable on any Interest Payment Date. In addition, interest due on the Notes from Grupo Financiero Santander México will be
automatically canceled in an Interest Cancellation Event (as defined in this prospectus supplement). Such canceled interest shall not accumulate or
be due and payable at any time thereafter and the holders and the beneficial owners of the Notes shall not have any right to or claim against Grupo
Financiero Santander México with respect to such unpaid interest amount.

Grupo Financiero Santander México may redeem the Notes at 100% of their principal amount plus accrued but unpaid (and not canceled)
interest, plus Additional Interest (as defined under "Description of Notes--Payment of Additional Interest"), if any, to but excluding the date fixed
for redemption, (i) in whole or in part, on the First Call Date and on any Interest Payment Date thereafter, (ii) in whole but not in part upon the
occurrence of certain tax events affecting the withholding taxes payable on the Notes, or (iii) in whole but not in part upon the occurrence of
certain special events, subject, in each case, to the conditions described in this prospectus supplement. Any such redemption shall be subject to
certain regulatory requirements, including obtaining prior authorization from Banco de México, as described in this prospectus supplement.

Upon the occurrence of a Conversion Trigger Event (as defined in this prospectus supplement), on the Conversion Date (as defined in this
prospectus supplement), the then Current Principal Amount (as defined in this prospectus supplement) of the Notes will be automatically reduced
in one or more Automatic Conversions by the applicable Conversion Amount (as defined in this prospectus supplement) and the Converted
Principal Amount (as defined in this prospectus supplement) relating to such Automatic Conversions shall be converted exclusively into (i) if the
holder of the Notes is Banco Santander, S.A., the controlling shareholder of Grupo Financiero Santander México ("Santander España"), Grupo
Financiero Santander México's Series F shares and (ii) if the holder of the Notes is not Santander España, Grupo Financiero Santander México's
Series B shares (together with the Series F shares the "Ordinary Shares") at the Conversion Price (as defined in this prospectus supplement), as
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described in this prospectus supplement.

Grupo Financiero Santander México intends to offer the Notes to, among others, its existing shareholders and certain employees of its
subsidiaries. Santander España has agreed to purchase approximately 88% of the initial aggregate principal amount of the Notes.

The Notes will represent Grupo Financiero Santander México's general, unsecured and subordinated obligations. The Notes constitute
Subordinated Non-Preferred Indebtedness (as defined under "Description of Notes--Subordination--Definitions") and

will rank (i) subordinate and junior in right of payment and in liquidation to all of Grupo Financiero Santander México's present and future Senior
Indebtedness and Subordinated Preferred Indebtedness (as defined under "Description of Notes--Subordination--Definitions"), (ii) pari passu
without preference among themselves and with all of Grupo Financiero Santander México's present and future other unsecured Subordinated Non-
Preferred Indebtedness and (iii) senior only to all classes of Grupo Financiero Santander México's capital stock, as described in this prospectus
supplement. Grupo Financiero Santander México may incur additional Senior Indebtedness, Subordinated Preferred Indebtedness and Subordinated
Non-Preferred Indebtedness from time to time, and the Indenture for the Notes does not prohibit or limit the incurrence of other indebtedness,
including additional Senior Indebtedness, Subordinated Preferred Indebtedness and Subordinated Non-Preferred Indebtedness.

Grupo Financiero Santander México will use the proceeds of the offering of the Notes to acquire from Banco Santander México a perpetual
subordinated non-preferred contingent convertible additional tier 1 capital note in the same principal amount as the aggregate principal amount of
the Notes and with substantially the same terms and conditions as the Notes, issued pursuant to an indenture that is substantially the same as the
Indenture (as defined in this prospectus supplement) (the "Back-to-Back Note"). The Back-to-Back Note is not for the benefit of the holders of the
Notes and holders of the Notes have no right to enforce the Back-to-Back Note or any other right thereunder.

Currently there is no public market for the Notes. Grupo Financiero Santander México intends to apply to the Irish Stock Exchange plc (the
"ISE") for the Notes to be admitted to the Official List and to trading on the Global Exchange Market, which is the exchange regulated market of
the ISE. Admission to the Official List is expected, and trading on the Global Exchange Market is expected to begin, within 30 days of the initial
delivery of the Notes. In the event that the Notes are admitted to listing on the ISE, Grupo Financiero Santander México will use its reasonable best
efforts to maintain such listing, provided that if Grupo Financiero Santander México determines that it is unduly burdensome to maintain a listing
on the ISE, it may delist the Notes from the ISE.

The Notes are complex financial instruments and are not a suitable or appropriate investment for all 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 Authority Marketing Restriction of Contingent
Convertible Securities" on page S-3 of this Prospectus Supplement for further information.

This Prospectus Supplement has been prepared on the basis that any offer of the Notes in any Member State of the EEA 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
Prospectus Supplement may only do so in circumstances in which no obligation arises for Grupo Financiero Santander México or any of
the underwriters 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 Grupo Financiero Santander México nor the underwriters
have authorized, nor do they authorize, the making of any offer of Notes in circumstances in which an obligation arises for Grupo
Financiero Santander México or the underwriters to publish or supplement a prospectus for such offer. Neither Grupo Financiero
Santander México nor the underwriters have authorized, nor do they authorize, the making of any offer of Notes through any financial
intermediary, other than offers made by the underwriters, which constitute the final placement of the Notes contemplated in this
Prospectus Supplement.

The expression Prospectus Directive means Directive 2003/71/EC (as amended), and includes any relevant implementing measure in
the Member State concerned.

Investing in the Notes involves risks. See "Risk Factors" beginning on page S-34 and as incorporated by reference herein.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary
is a criminal offense. The information contained in this prospectus supplement is exclusively Grupo Financiero Santander México's
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responsibility and has not been reviewed or authorized by the Mexican Banking and Securities Commission (Comisión Nacional Bancaria y
de Valores, the "CNBV"). An application has been made to register the Notes with the Mexican National Securities Registry (Registro
Nacional de Valores, the "Registry"), maintained by the CNBV. Registration of the Notes with the Registry does not imply any
certification as to the investment quality of the Notes, the solvency, liquidity or credit quality of Grupo Financiero Santander México or
the accuracy or completeness of the information set forth herein.

THE NOTES ARE NOT DEPOSITS WITH GRUPO FINANCIERO SANTANDER MÉXICO OR THE GROUP (AS DEFINED
BELOW), AND WILL BE UNSECURED, NOT ELIGIBLE FOR REIMBURSEMENT AND NOT GUARANTEED BY ANY MEXICAN
GOVERNMENTAL AGENCY, INCLUDING, WITHOUT LIMITATION, THE MEXICAN SAVINGS PROTECTION AGENCY
(INSTITUTO PARA LA PROTECCIÓN AL AHORRO BANCARIO OR "IPAB"), OR ANY OTHER MEXICAN

S-ii

GOVERNMENTAL AGENCY, OR ANY OF GRUPO FINANCIERO SANTANDER MÉXICO'S SUBSIDIARIES OR AFFILIATES OR
ANY OTHER ENTITY THAT IS A PART OF GRUPO FINANCIERO SANTANDER MÉXICO.

Underwriting

Price to Public
Commission(1)
Proceeds to us
Per Note
100.000%
0.322%
99.678%
Total
U.S.$500,000,000
U.S.$1,610,000
U.S.$498,390,000

(1) See "Underwriting" for additional information regarding underwriter compensation.

The initial price to public set forth above does not include accrued interest, if any. Interest on the Notes will accrue from the Issue Date and
must be paid by the purchaser if the Notes are delivered thereafter.

The Notes will be issued in registered form in denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. Grupo
Financiero Santander México expects that the Notes will be ready for delivery through the book-entry facilities of DTC and its participants,
including through its indirect participants, INDEVAL, Euroclear and Clearstream Luxembourg, on or about December 29, 2016.

Joint Bookrunners

Santander
Goldman, Sachs & Co.
Morgan Stanley

Prospectus Supplement dated December 23, 2016

S-iii

TABLE OF CONTENTS

Page

Prospectus Supplement

Notice to Investors
S-2
About This Prospectus Supplement
S-4
Incorporation Of Information By Reference
S-5
Where You Can Find More Information
S-6
Enforcement of Civil Liabilities
S-6
Special Note Regarding Forward Looking Statements
S-7
Summary
S-9
Risk Factors
S-34
Recent Developments
S-50
Use Of Proceeds
S-51
Ratio Of Earnings To Fixed Charges
S-52
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Capitalization
S-53
Description Of Notes
S-54
Taxation
S-96
Underwriting (Conflicts of Interest)
S-103
Legal Matters
S-109
Experts
S-109

Prospectus

About This Prospectus
1
Where You Can Find More Information
1
Incorporation of Certain Documents by Reference
3
Grupo Financiero Santander México
4
Risk Factors
6
Special Note Regarding Forward-Looking Statements
7
Use of Proceeds
9
Ratio Of Earnings To Fixed Charges
10
Description of Contingent Convertible Securities
11
Description of Certain Provisions Relating to Contingent Convertible Securities
15
Description of Capital Stock
20
Description of American Depositary Shares
32
Plan of Distribution
41
Expenses of the Issue
41
Legal Matters
42
Experts
42
Service of Process and Enforcement of Judgments
42

Grupo Financiero Santander México has not, and Santander Investment Securities Inc., Goldman, Sachs & Co. and Morgan Stanley
& Co. LLC (the "underwriters") have not, authorized anyone to provide any information other than that contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus or in any free writing prospectus prepared by or on behalf of
Grupo Financiero Santander México or to which Grupo Financiero Santander México has referred you. Grupo Financiero Santander
México takes no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.
Grupo Financiero Santander México is not making an offer to sell these securities in any state or jurisdiction where the offer or sale is not
permitted. You should assume that the information contained in this prospectus supplement, the accompanying prospectus and the
documents incorporated by reference herein is accurate only as of their respective dates.

S-1

NOTICE TO INVESTORS

Agreements and acknowledgments of investors, including holders and beneficial owners

Interest Cancellation and Automatic Conversion

As described in this prospectus supplement, the terms of the Notes provide that interest on the Notes will be due and payable only at Grupo
Financiero Santander México's sole discretion, and Grupo Financiero Santander México will have sole and absolute discretion at all times and for
any reason to cancel any interest payment, in whole or in part, that would otherwise be payable on any Interest Payment Date. As described herein,
the terms of the Notes also provide for circumstances under which Grupo Financiero Santander México will be required not to make an interest
payment, in whole or in part, on the Notes on an Interest Payment Date, and the interest payable in respect of any such Interest Payment Date shall
be canceled, in whole or in part, and therefore not due and payable. Interest will only be due and payable on an Interest Payment Date to the extent
it is not canceled in accordance with the terms of the Notes and as further described herein.

As the Notes are perpetual and have no fixed maturity or fixed redemption date, a holder may not receive any payment of principal with
respect to the Notes.

By its acquisition of the Notes, each holder and beneficial owner acknowledges and agrees that (1) interest is payable solely at Grupo
Financiero Santander México's discretion, and no amount of interest shall become due and payable in respect of the relevant interest period to the
extent that it has been canceled by Grupo Financiero Santander México at its sole discretion and/or has been canceled as a result of the occurrence
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and continuation of an Interest Cancellation Event, as described in this prospectus supplement; and (2) a cancellation of interest (in whole or in
part) in accordance with the terms of the Indenture and the Notes shall not constitute a default in payment or otherwise under the terms of the Notes
or the Indenture. Interest will only be due and payable on an Interest Payment Date to the extent it is not canceled in accordance with the
provisions described above. Any interest canceled (in whole or in part) in the circumstances described herein shall not be due and shall not
accumulate or be payable at any time thereafter, and holders and beneficial owners shall have no rights thereto or to receive any additional interest,
penalty or compensation as a result of such cancellation.

If a Conversion Trigger Event occurs (as defined in this prospectus supplement) relating to such Automatic Conversions on the Conversion
Date, the then Current Principal Amount of the Notes shall be automatically reduced in one or more Automatic Conversions by the applicable
Conversion Amount and the Converted Principal Amount relating to such Automatic Conversions shall be converted into Grupo Financiero
Santander México's Ordinary Shares at the Conversion Price, at which point all of Grupo Financiero Santander México's obligations with respect
to the Converted Principal Amount shall be irrevocably and automatically released in consideration of its delivery of the Settlement Shares (as
defined in this prospectus supplement) to the Settlement Share Depositary (as defined in this prospectus supplement) (or other relevant recipient as
described herein), and under no circumstances shall such released obligations be reinstated.

If any holder or beneficial owner (or group of either or both) of the Notes other than Santander España would become a holder or group of
holders (i) of more than two percent (2%) of Grupo Financiero Santander México's Ordinary Shares as a result of an Automatic Conversion, and
the requirements specified in the Mexican Financial Groups Law (as defined below) are not satisfied by the applicable holder or group of holders,
or (ii) of more than five percent (5%) of its Ordinary Shares as a result of an Automatic Conversion, Grupo Financiero Santander México will cause
the Settlement Share Depositary to sell in whatever manner the Settlement Share Depositary determines, in its sole discretion, a sufficient amount
of Settlement Shares in excess of any of the applicable percentages specified above (the "Excess Settlement Shares") that would have been
delivered to such holder or beneficial owner such that such holder or beneficial owner, together with any such group to which it belongs, does not
become a holder of Ordinary Shares exceeding two percent (2%) or five percent (5%), as applicable, of Grupo Financiero Santander México's
Ordinary Shares, it being understood that such holders will be paid the proceeds, net of expenses, of the sale of the applicable Excess Settlement
Shares.

By its acquisition of the Notes, each holder and beneficial owner shall be deemed to have (i) agreed to all of the terms and conditions of the
Notes, including, without limitation, those related to (x) Automatic Conversion following a Conversion Trigger Event and (y) the appointment of
the Settlement Share Depositary, the issuance of the Settlement Shares to the Settlement Share Depositary (or to the relevant recipient in
accordance with the terms of the Indenture and the Notes) and the potential sale of Excess Settlement Shares by the Settlement Shares Depositary,
and acknowledged that such events in (x) and (y) may occur without any further action on the part of the holders or beneficial owners of the Notes
or the Trustee, (ii) agreed that effective upon, and following, an Automatic Conversion, the Converted Principal Amount shall no longer be due and
payable to the holders or beneficial owners of the Notes, and Grupo Financiero Santander México's liability to pay the Converted Principal
Amount, or any interest in respect of such Converted Principal Amount shall be automatically released, and the holders and beneficial owners shall
not have the right to give a direction to the Trustee with respect to the Conversion Trigger Event and any related Automatic Conversion, (iii)
waived, to the extent permitted by the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), any claim against the Trustee arising
out of its acceptance of its trusteeship under, and the performance of its duties, powers and rights in respect of, the Indenture and in connection
with the Notes, including, without limitation, claims

S-2

related to or arising out of or in connection with a Conversion Trigger Event and/or any Automatic Conversion and (iv) authorized, directed and
requested DTC (as defined in this prospectus supplement), its participants, including its indirect participants, INDEVAL, Euroclear and
Clearstream Luxembourg, or other intermediary through which it holds such Notes to take any and all necessary action, if required, to implement
the Automatic Conversion without any further action or direction on the part of such holder or beneficial owner or the Trustee.

UK Financial Conduct Authority-- Marketing Restriction of Contingent Convertible Securities

The Notes described in this prospectus supplement 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 (the "PI Rules") which took effect from 1 October 2015. Under the rules
set out in the PI Rules (as amended or replaced from time to time), certain contingent write-down or convertible securities, such as the Notes,
must not be sold to retail clients in the EEA and nothing may be done that would or might result in the buying of such securities or the holding
of a beneficial interest in such securities 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.

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The Underwriters 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 from Grupo Financiero Santander
México and/or the Underwriters, you represent, warrant, agree with and undertake to Grupo Financiero Santander México and each of the
Underwriters 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 sell or offer the Notes to retail clients in the EEA or do anything (including the distribution of this document) that would or might
result in the buying of the Notes or the holding of a beneficial interest in the Notes by a retail client in the EEA (in each case within the
meaning of the PI Rules,) other than (i) in relation to any sale or offer to sell the Notes to a retail client in or resident in the United Kingdom,
in any other 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 to a retail client in any EEA member state other than the United Kingdom, where (A) you have conducted an
assessment and concluded that the relevant retail client understands the risks of an investment in Notes and is able to bear the potential losses
involved in an investment in the Notes and (B) 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 local laws,
regulations and regulatory guidance (whether inside or outside the EEA) relating to sales of instruments such as the Notes, including any such
laws, regulations and regulatory guidance relating to determining the appropriateness and/or suitability of an investment in the Notes 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 from Grupo Financiero Santander México and/or the Underwriters the foregoing representations, warranties, agreements and
undertakings will be given by and be binding upon both the agent and its underlying client.

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.

S-3

ABOUT THIS PROSPECTUS SUPPLEMENT

In this prospectus supplement, Grupo Financiero Santander México uses the following terms:

·
"we," "us," "our," and "Grupo Financiero Santander México" mean Grupo Financiero Santander México, S.A.B. de C.V., a sociedad
controladora de un grupo financiero;

·
"Group" means Grupo Financiero Santander México together with its consolidated subsidiaries;

·
"Banco Santander México" means Banco Santander (México), S.A., Institución de Banca Múltiple, Grupo Financiero Santander México,
the licensed banking subsidiary of Grupo Financiero Santander México;

·
"Santander España" means Banco Santander, S.A., a Spanish bank and Grupo Financiero Santander México's controlling shareholder;

·
"Santander Group" means Santander España together with its consolidated subsidiaries.

·
"Banco de México" is the Mexican Central Bank;

·
"Mexican Banking GAAP" means the accounting standards and regulations prescribed by the CNBV for credit institutions, as amended.
These accounting standards apply to holding companies when the principal subsidiary is a bank;

·
"Mexican Government" means the federal government of México;

·
"México" means the United Mexican States;

·
"IFRS" means the International Financial Reporting Standards as issued by the International Accounting Standards Board and
interpretations issued by the IFRS Interpretations Committee;

·
"CNBV" means the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores);

·
"SEC" refers to the Securities and Exchange Commission;

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·
"pesos" and "Mexican pesos" "Ps." refer to the currency of Mexico;

·
"U.S. dollars" and "U.S.$" refer to the currency of the United States; and

·
References to "audited financial statements" are to the audited consolidated financial statements of Grupo Financiero Santander México as
of December 31, 2014 and December 31, 2015, and for each of the fiscal years ended December 31, 2013, 2014 and 2015, together with
the notes thereto. The audited financial statements were prepared in accordance with IFRS and are contained in Grupo Financiero
Santander México's annual report on Form 20-F for the year ended December 31, 2015, which is incorporated by reference into this
prospectus supplement.

S-4

INCORPORATION OF INFORMATION BY REFERENCE

The SEC allows Grupo Financiero Santander México to "incorporate by reference" information into this prospectus supplement. This means
that Grupo Financiero Santander México can disclose important information to you by referring you to another document filed separately with the
SEC. The information incorporated by reference is considered to be a part of this prospectus supplement, except for any information superseded by
information that is included directly in this document or incorporated by reference subsequent to the date of this document.

This means that you must look at all of the SEC filings that Grupo Financiero Santander México incorporates by reference to determine if any
of the statements in this prospectus supplement or in any document previously incorporated by reference have been modified or superseded. Grupo
Financiero Santander México incorporates by reference into this prospectus supplement the following documents listed below, which it has already
filed with or furnished to the SEC:

(1) its Annual Report on Form 20-F for the fiscal year ended December 31, 2015 filed on May 2, 2016 (the "2015 Annual Report"); and

(2) its Current Report on Form 6-K furnished to the SEC on December 21, 2016, containing its unaudited interim condensed consolidated
financial statements for the nine-month periods ended September 30, 2016 and 2015 and at September 30, 2016 and December 31, 2015 (the
"September 2016 Unaudited Interim Condensed Consolidated Financial Statements") and a discussion and analysis of its results of operation and
financial condition for the first nine months of 2016.

While Grupo Financiero Santander México has prepared its consolidated financial statements as of and for the years ended December 31,
2013, 2014 and 2015 included in the 2015 Annual Report and incorporated by reference in this prospectus supplement in accordance with IFRS,
data reported by the CNBV for the Mexican financial sector as a whole as well as individual financial institutions in Mexico, including its own, is
prepared in accordance with Mexican Banking GAAP and, thus, may not be comparable to its results prepared in accordance with IFRS. Unless
otherwise indicated, all financial information provided in the 2015 Annual Report as well as in Grupo Financiero Santander México's report on
Form 6-K filed on December 21, 2016 has been prepared in accordance with IFRS. However, unless otherwise indicated, Grupo Financiero
Santander México's financial information provided in all other reports on Form 6-K incorporated by reference in this prospectus supplement is
prepared in accordance with Mexican Banking GAAP and, thus, may not be comparable to Grupo Financiero Santander México's results prepared
in accordance with IFRS. IFRS differs in certain significant respects from Mexican Banking GAAP. For a discussion of the most significant
differences between Mexican Banking GAAP and IFRS as they relate to Grupo Financiero Santander México, see note 1.b to Grupo Financiero
Santander México's consolidated financial statements included in the 2015 Annual Report and incorporated by reference in this prospectus
supplement.

All subsequent reports that Grupo Financiero Santander México files on Form 20-F under the Exchange Act after the date of this prospectus
supplement and prior to the termination of the offering shall also be deemed to be incorporated by reference into this prospectus supplement and to
be a part hereof from the date of filing such documents. Grupo Financiero Santander México may also incorporate by reference any Form 6-K that
it submits to the SEC after the date of this prospectus supplement and prior to the termination of this offering by identifying in such Form 6-K that
it is being incorporated by reference into this prospectus supplement. As you read the above documents, you may find inconsistencies in
information from one document to another. If you find inconsistencies, you should rely on the statements made in this prospectus supplement or in
the most recent document incorporated by reference herein.

Grupo Financiero Santander México will provide without charge to each person to whom this prospectus supplement has been delivered, upon
the written or oral request of any such person to it, a copy of any or all of the documents referred to above that have been or may be incorporated
into this prospectus supplement by reference, including exhibits to such documents. Requests for such copies should be directed to:

División de Relación con Inversionistas

Avenida Prolongación Paseo de la Reforma 500
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Colonia Lomas de Santa Fe
Delegación Álvaro Obregón

S-5

01219 Mexico City, Mexico
Telephone: +(52) 55-5257-8000

WHERE YOU CAN FIND MORE INFORMATION

Grupo Financiero Santander México files annual reports, current reports and other information with the SEC. You may read and copy any
document that Grupo Financiero Santander México files at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Grupo Financiero Santander México's SEC filings
are also available to the public from the SEC's website at http://www.sec.gov.

ENFORCEMENT OF CIVIL LIABILITIES

Grupo Financiero Santander México is a publicly traded variable capital corporation (sociedad anónima bursátil de capital variable)
incorporated in accordance with the laws of Mexico. All of its directors and officers and experts named herein are non-residents of the United
States, and all or substantially all of the assets of such persons and substantially all of Grupo Financiero Santander México's assets are located
outside the United States. As a result, it may not be possible for holders of the Notes to effect service of process within the United States upon such
persons or to enforce against them or Grupo Financiero Santander México United States court judgments, whether or not predicated upon the civil
liability provisions of the U.S. federal securities or other laws of the United States or any state thereof.

Grupo Financiero Santander México has been advised by its special Mexican counsel, Ritch, Mueller, Heather y Nicolau, S.C., 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 United States courts obtained in actions predicated upon the civil liability provisions of U.S.
federal securities laws. Grupo Financiero Santander México has been advised by such special Mexican counsel that no bilateral treaty is currently
in effect between the United States and Mexico that covers the reciprocal enforcement of civil foreign judgments. In the past, Mexican courts have
enforced judgments rendered in the United States by virtue of the legal principles of reciprocity and comity, consisting of the review in Mexico of
the United States judgment, in order to ascertain, among other matters, whether Mexican legal principles of due process, public policy (orden
público) and non-violation of Mexican law have been complied with, without reviewing the merits of the subject matter of the case.

Grupo Financiero Santander México will appoint Banco Santander, S.A., New York Branch as its authorized agent upon which process may
be served in any action which may be instituted in any United States federal or state court having subject-matter jurisdiction in the Borough of
Manhattan, The City of New York, New York arising out of or based upon the Notes or the Indenture governing the Notes. See "Description of
Notes."

S-6

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the 2015 Annual Report incorporated herein by reference include forward-
looking statements, principally under the captions "Item 3. Key Information--D. Risk Factors," "Item 4. Information on the Company--B.
Business Overview" and "Item 5. Operating and Financial Review and Prospects" in the 2015 Annual Report. These statements appear throughout
this prospectus supplement, the accompanying prospectus and the 2015 Annual Report and include statements regarding Grupo Financiero
Santander México's intent, belief or current expectations in connection with:

·
asset growth and sources of funding;

·
growth of its fee-based business;

·
expansion of its distribution network;

·
financing plans;

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·
competition;

·
impact of regulation and the interpretation thereof;

·
action to modify or revoke its authorization to act as a sociedad controladora de un grupo financiero or Banco Santander México's
banking license;

·
exposure to market risks including interest rate risk, foreign exchange risk and equity price risk;

·
exposure to credit risks including credit default risk and settlement risk;

·
projected capital expenditures;

·
capitalization and related requirements and level of reserves;

·
investments in its information technology platform;

·
liquidity;

·
trends affecting the economy generally; and

·
trends affecting its financial condition and its results of operations.

Many important factors, in addition to those discussed elsewhere in this prospectus supplement, the accompanying prospectus or the 2015
Annual Report incorporated herein by reference, could cause Grupo Financiero Santander México's actual results to differ substantially from those
anticipated in its forward-looking statements, including, among other things:

·
changes in capital markets in general that may affect policies or attitudes towards lending to Mexico or Mexican companies;

·
changes in economic conditions in Mexico in particular, in the United States or globally;

·
the monetary, foreign exchange and interest rate policies of Banco de México;

·
inflation;

·
deflation;

·
unemployment;

·
unanticipated turbulence in interest rates;

S-7

·
movements in foreign exchange rates;

·
movements in equity prices or other rates or prices;

·
changes in Mexican and foreign policies, legislation and regulations;

·
changes in requirements to make contributions to, for the receipt of support from programs organized by or requiring deposits to be made
or assessments observed or imposed by, the Mexican government;

·
changes in taxes and tax laws;

·
competition, changes in competition and pricing environments;

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·
its inability to hedge certain risks economically;

·
economic conditions that affect consumer spending and the ability of customers to comply with obligations;

·
the adequacy of allowance for impairment losses and other losses;

·
increased default by borrowers;

·
its inability to successfully and effectively integrate acquisitions or to evaluate risks arising from asset acquisitions;

·
technological changes;

·
changes in consumer spending and saving habits;

·
increased costs;

·
unanticipated increases in financing and other costs or the inability to obtain additional debt or equity financing on attractive terms;

·
changes in capitalization requirements for Banco Santander México, including the imposition of additional capital buffers;

·
changes in, or failure to comply with, banking regulations or their interpretation; and

·
the other risk factors discussed under "Item 3. Key Information--D. Risk Factors" in the 2015 Annual Report.

The words "believe," "may," "will," "aim," "estimate," "continue," "anticipate," "intend," "expect," "forecast" and similar words are intended
to identify forward-looking statements. You should not place undue reliance on such statements, which speak only as of the date they were made.
Grupo Financiero Santander México undertakes no obligation to update publicly or to revise any forward-looking statements after Grupo
Financiero Santander México distributes this prospectus supplement because of new information, future events or other factors. Grupo Financiero
Santander México's independent public auditors have neither examined nor compiled the forward-looking statements and, accordingly, do not
provide any assurance with respect to such statements. In light of the risks and uncertainties described above, the future events and circumstances
discussed in this prospectus supplement might not occur and are not guarantees of future performance. Because of these uncertainties, you should
not make any investment decision based upon these estimates and forward-looking statements.

S-8

SUMMARY

The following is a summary of key information contained elsewhere, or incorporated by reference in, this prospectus supplement and should be
read as an introduction to, and in conjunction with, the remainder of this prospectus supplement, the accompanying prospectus and any
documents incorporated by reference herein and therein. You should base your investment decision on a consideration of this prospectus
supplement, the accompanying prospectus and any documents incorporated by reference herein and therein, as a whole. Words and expressions
defined in "Description of Notes" below shall have the same meanings in this summary.

Grupo Financiero Santander México is the second-largest financial services holding company in Mexico based on total loans made by
Banco Santander México and Grupo Financiero Santander México's other subsidiaries, the third-largest financial services holding company in
Mexico based on total assets and deposits and the fourth-largest financial services holding company in Mexico based on net income as of
September 30, 2016, in each case as determined in accordance with Mexican Banking GAAP, according to information published by the
CNBV. Through Banco Santander México and Grupo Financiero Santander México's other subsidiaries, Grupo Financiero Santander México
provides a wide range of financial and related services, principally in Mexico, including retail and commercial banking, securities underwriting
and brokerage and custody services. Grupo Financiero Santander México's principal subsidiaries are Banco Santander México, its commercial
bank subsidiary, and Casa de Bolsa Santander, S.A. de C.V., its broker-dealer subsidiary.

As of September 30, 2016, Grupo Financiero Santander México had total assets of Ps.1,281,599 million (U.S.$66,138 million) and total
equity of Ps.119,212 million (U.S.$6,152 million). For the year ended December 31, 2015, Grupo Financiero Santander México had net income
of Ps.14,004 million (U.S.$811 million), which represented a return-on-average equity, or ROAE, of 13.22% for that period. For the nine
months ended September 30, 2016, Grupo Financiero Santander México had net income of Ps.12,981 million (U.S.$670 million), which
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