Authorization for the Incorporation of Openbank Mexico, S.A., Multiple Banking Institution, Santander Mexico Financial Group as a Financial Entity of Grupo Financiero Santander Mexico, S.A. de C.V.

DOF: 12/03/2024

OFFICE LETTER granting the authorization for the incorporation of Openbank Mexico, S.A., Multiple Banking Institution, Santander Mexico Financial Group as a financial entity of Grupo Financiero Santander Mexico, S.A. de C.V.

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- TREASURY.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Unit of Banking, Securities and Savings.- Coordination of Banking and Securities.- Office No. UBVA/CBV/348/2023.

GRUPO FINANCIERO SANTANDER MÉXICO, S.A. DE C.V.

PRESENT

OPEN MX SERVICIOS ADMINISTRATIVOS, S.A. DE C.V.

PRESENT

The Ministry of Finance and Public Credit, through the Coordination of Banking and Securities attached to the Unit of Banking, Securities and Savings, based on the provisions of Articles 31, fraction XXXII of the Organic Law of the Federal Public Administration; 15 in relation to 19, last paragraph of the Law to Regulate Financial Groups and in exercise of the attribution conferred by Article 15 A, fraction IX of the Internal Regulations of the Ministry of Finance and Public Credit, and in attention to the following:

BACKGROUND

I.

Through an initial written request received in this Administrative Unit on April 7, 2022 and its extensions presented on October 3, 2022, July 5 and 13, both of 2023, "Grupo Financiero Santander México, S.A. de C.V." and "Open MX Servicios Administrativos, S.A. de C.V." requested authorization and approval from this Ministry for the performance of the following legal acts:

A.

The incorporation of "Openbank México, S.A., Multiple Banking Institution, Grupo Financiero Santander México" as a financial entity member of that Financial Group, subject to the authorization that, if applicable, is issued by the National Banking and Securities Commission for the organization and operation of "Open MX Servicios Administrativos, S.A. de C.V." as a multiple banking institution under the name of "Openbank México, S.A., Multiple Banking Institution, Grupo Financiero Santander México".

B.

The modification of Articles Second and Tenth of the bylaws of "Grupo Financiero Santander México, S.A. de C.V.", in order to include "Openbank México, S.A., Multiple Banking Institution, Grupo Financiero Santander México" as a financial entity member of that Financial Group.

C.

The modification of the Single Liability Agreement that that Controlling Company has celebrated with the financial entities that are members of the Financial Group, by virtue of the incorporation in question.

II.

Through office UBVA/DGABV/210/2022 of May 3, 2022 and its extensions UBVA/DGABV/485/2022, UBVA/CBV/302/2023 and UBVA/CBV/326/2023 of dates October 10, 2022, July 6 and 14, both of 2023, respectively, the then Deputy General Directorate of Banking and Securities, currently the Coordination of Banking and Securities, attached to the Unit of Banking, Securities and Savings, requested the opinion of the Bank of Mexico;

III.

Through office UBVA/DGABV/211/2022 of May 3, 2022 and its extensions UBVA/DGABV/486/2022, UBVA/CBV/303/2023 and UBVA/CBV/327/2023 of dates October 10, 2022, July 6 and 14, both of 2023, respectively, the then Deputy General Directorate of Banking and Securities, currently the Coordination of Banking and Securities, attached to the Unit of Banking, Securities and Savings, requested the opinion of the National Banking and Securities Commission;

IV.

Through office UBVA/DGABV/212/2022 of May 3, 2022 and its extension UBVA/DGABV/487/2022 of date October 10, 2022, the then Deputy General Directorate of Banking and Securities, currently the Coordination of Banking and Securities, requested the opinion of the then Deputy General Directorate of Financial Analysis and International Linkage, currently the Coordination of Financial Analysis and International Linkage, both attached to this Administrative Unit; and

CONSIDERING

1.

That the Ministry of Finance and Public Credit, through the Coordination of Banking and Securities attached to the Unit of Banking, Securities and Savings, is competent to authorize the incorporation of a financial entity into a financial group, in terms of Article 15 in relation to 19, last paragraph, of the Law to Regulate Financial Groups and in exercise of the attribution conferred by Article 15 A, fraction IX, of the Internal Regulations of this Ministry.

2.

That through office P225/2023 of date July 12, 2023, the National Banking and Securities Commission, through its President, communicated to "Open MX Servicios Administrativos, S.A. de C.V.", that the members of the Board of Directors of said Commission, in a session held on July 7, 2023, approved that the organization and operation of a multiple banking institution be authorized to be named "Openbank México, S.A., Multiple Banking Institution, Grupo Financiero Santander México".

3.

That through office OFI002-580 of date July 18, 2023, the Bank of Mexico through the Directorates of Authorizations and Regulation and of Authorizations and Central Banking Queries, expressed a favorable opinion in order that this Ministry authorizes what was requested;

4.

That through office 312-3/94113/2023 of date July 20, 2023, the National Banking and Securities Commission through the General Directorates of Authorizations to the Financial System and of Supervision of Groups and Financial Intermediaries A, expressed a favorable opinion in order that this Ministry approves what was requested, in terms of the proposal presented;

5.

That through office UBVA/DGAAFVI/119/2022 of date December 1, 2022, the then Deputy General Directorate of Financial Analysis and International Linkage, currently the Coordination of Financial Analysis and International Linkage, attached to the Unit of Banking, Securities and Savings, expressed that from a financial point of view it does not observe any inconvenience to granting the applicants the corresponding authorization;

6.

That the Promoting Companies demonstrated full compliance with the requirements established by Article 15 of the Law to Regulate Financial Groups, to request authorization from this Ministry in order to carry out the incorporation described in subsection A of Background I of this office, which were added to the respective file; and

7.

That once the analysis of the documentation exhibited by the promoting societies in compliance with Article 15 of the Law to Regulate Financial Groups was carried out and the opinions of the consulted bodies were obtained, in terms of the proposal presented, no legal, accounting, financial or operational impediments are observed regarding the feasibility of the incorporation described in subsection A of Background I of this office; therefore it deems it appropriate to issue the following:

RESOLUTION

FIRST.-

The incorporation of "Openbank México, S.A., Multiple Banking Institution, Grupo Financiero Santander México" as a financial entity member of "Grupo Financiero Santander México, S.A. de C.V." is authorized, in accordance with the terms provided in the respective projects of: (i) Minutes of the Extraordinary General Shareholders' Meeting of "Grupo Financiero Santander México, S.A. de C.V." and (ii) Unanimous Resolutions Adopted Outside of Meeting by the shareholders of "Open MX Servicios Administrativos, S.A. de C.V.", subject to the conditions established in the FOURTH Resolutive of this present office.

SECOND.-

"Grupo Financiero Santander México, S.A. de C.V." must exhibit to this Administrative Unit, within the forty business days following that in which they are made before a public notary, the following instruments, whose content must be in accordance with the terms in which the respective projects were presented to this Ministry:

i)

Certified copy of the First Testimony of the public deed in which the protocolization of the Minutes of the Extraordinary General Shareholders' Meeting of "Grupo Financiero Santander México, S.A. de C.V." is recorded, in which the incorporation of "Openbank México, S.A., Multiple Banking Institution, Grupo Financiero Santander México" as a financial entity member of that Financial Group is agreed.

ii)

Certified copy of the First Testimony of the public deed in which the protocolization of the Unanimous Resolutions Adopted Outside of Meeting by the Shareholders of "Open MX Servicios Administrativos, S.A. de C.V." is recorded, in which, among others, the adoption of the regime of a multiple banking institution under the name of "Openbank México, S.A., Multiple Banking Institution, Grupo Financiero Santander México" and its incorporation into that Financial Group, as a financial entity member thereof, is agreed.

THIRD.-

"Grupo Financiero Santander México, S.A. de C.V." must exhibit to this Administrative Unit, within the period granted in the SECOND Resolutive above, a simple copy of the certificates of entry into the Public Commerce Registry, of the public deeds indicated in subsections i) and ii) of the said SECOND Resolutive, understanding that, with respect to the reform to the bylaws of the Controlling Company, as well as the modification of the Single Liability Agreement that that Controlling Company has celebrated with the financial entities that are members of the financial group, their registry inscription will proceed once the approval of this Ministry is obtained.

Likewise, "Grupo Financiero Santander México, S.A. de C.V." must send to this Unit of Banking, Securities and Savings, a simple copy of the documentation in which the date and other data related to the respective inscriptions are recorded, within the period of ten business days following that in which they are obtained.

FOURTH.-

The authorization referred to in the FIRST Resolutive of this present office is subject to the following resolutive conditions:

a)

That the respective Extraordinary General Shareholders' Meeting of "Grupo Financiero Santander México, S.A. de C.V." and Unanimous Resolutions Adopted Outside of Meeting by the Shareholders of "Open MX Servicios Administrativos, S.A. de C.V." agree to the incorporation of "Openbank México, S.A., Multiple Banking Institution, Grupo Financiero Santander México", in terms different from the proposal presented before this Ministry; or,

b)

That for reasons attributable to "Grupo Financiero Santander México, S.A. de C.V." the public deeds indicated in subsections i) and ii) of the SECOND Resolutive of this office are not entered into the Public Commerce Registry for their inscription, within the period referred to in the said SECOND Resolutive of this office.

FIFTH.-

The incorporation authorized in this present office will take effect from the date on which this present authorization and the public instruments in which the respective incorporation agreements are recorded are inscribed in the corresponding Public Commerce Registry, in accordance with the provisions of Article 19, first paragraph, of the Law to Regulate Financial Groups, and must inform this Ministry about the date and other data related to said inscription, within a period of ten business days counted from the date in which it has been verified.

SIXTH.-

This present authorization and the respective incorporation agreements must be published in the Official Journal of the Federation in terms of what is provided by the second paragraph of Article 19 of the Law to Regulate Financial Groups, at the expense of "Grupo Financiero Santander México, S.A. de C.V."

The performance of said publications must be notified to this Administrative Unit, attaching a copy of the documentation that accredits it, within the five business days following the date in which said publications are verified.

SEVENTH.-

In order that this Unit of Banking, Securities and Savings is able to approve the modification of Articles Second and Tenth of the bylaws of "Grupo Financiero Santander México, S.A. de C.V.", as well as the Single Liability Agreement that that Controlling Company has celebrated with the financial entities that are members of the financial group, it communicates that prior to their inscription, it must remit, within the twenty business days following the date on which they are carried out and in terms of the projects presented on July 13, 2023, the following:

A.

First Testimony and two simple copies of the public deed in which the protocolization of the Minutes of the Extraordinary General Shareholders' Meeting of "Grupo Financiero Santander México, S.A. de C.V." is recorded, in which the modification of Articles Second and Tenth of their bylaws and of the Single Liability Agreement is agreed, in order to include "Openbank México, S.A., Multiple Banking Institution, Grupo Financiero Santander México", as a financial entity member of that Financial Group; and

B.

First Testimony and two simple copies of the public deed in which the protocolization of the Modification Agreement to the Single Liability Agreement is recorded, in order to contemplate the incorporation in question.

EIGHTH.-

In terms of what is established by the Twenty-Fourth of the General Provisions for the Registration of Financial Service Providers, "Grupo Financiero Santander México, S.A. de C.V." must inform through the Portal of the Registry of Financial Service Providers (SIPRES) in charge of the National Commission for the Protection and Defense of Users of Financial Services (CONDUSEF), the incorporation authorized in the FIRST Resolutive of this present office.

This present authorization is issued based on the information and documentation provided by the promoting parties and is limited exclusively to the acts and operations that, in accordance with the applicable provisions, it is competent for the Ministry of Finance and Public Credit to resolve, through its Unit of Banking, Securities and Savings and does not prejudge the tax implications of the operations subject to this authorization, nor the performance of any corporate act that the involved societies carry out, which implies the prior authorization or approval of the financial, tax or any other authorities, in terms of the current regulations. Likewise, it does not validate acts or operations that are carried out in contravention to the laws or regulations emanating from them.

Without any other particular matter, I take the opportunity to send you a cordial greeting.

Attentively

Mexico City, July 26, 2023. - The Coordinator, Ángel Cabrera Mendoza.- Signature.

(R.- 549312)

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