Authorization for the Organization and Operation of a Subsidiary Multiple Banking Institution to be Named Revolut Bank, S.A., Multiple Banking Institution

DOF: 22/04/2024

OFFICE LETTER granting authorization for the organization and operation of a subsidiary multiple banking institution to be named Revolut Bank, S.A., Multiple Banking Institution.

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- TREASURY.- Ministry of Finance and Public Credit.- National Banking and Securities Commission.- Presidency.- Vice Presidency of Normativity.- General Directorate of Authorizations to the Financial System.- Vice Presidency of Supervision of Financial Groups and Intermediaries B.- General Directorate of Supervision of Financial Groups and Intermediaries F.- Office No.: P076/2024.- File: CNBV.3S.1.312 (16155).

Subject:

Authorization for the organization and operation of a subsidiary multiple banking institution to be named Revolut Bank, S.A., Multiple Banking Institution.

REVOLUT DE MÉXICO, S.A. DE C.V.

Av. Paseo de las Palmas 405, Interior 1701 and 1702, Col. Lomas de Chapultepec, 1st Section, Alc. Miguel Hidalgo, C.P. 11000, Mexico City.

TO:

LIC. JUAN MIGUEL GUERRA DÁVILA Legal Representative.

With writings and information presented on July 5 and December 12, 2022, June 19 and 27, July 25, October 20 and November 8, 2023, February 19 and 26 and March 7, 2024, Revolut de México, S.A. de C.V. (Revolut de México), requested authorization from this Commission to organize and operate as a subsidiary multiple banking institution to be named Revolut Bank, S.A., Multiple Banking Institution, in accordance with what is provided for in Article 45-C of the Credit Institutions Law and the Fourth of the Rules for the establishment of subsidiaries of foreign financial institutions (the Rules).

The central proposal of the submitted request considers the transformation of Revolut de México into a subsidiary multiple banking institution, under the name of Revolut Bank, S.A., Multiple Banking Institution (Revolut Bank). According to the proposed corporate scheme, Revolut Holdings MX, S.A. de C.V. (Revolut Holdings México) will be the majority shareholder of Revolut Bank and Revolut Ltd. will be the minority shareholder. On the other hand, in terms of the Rules, Revolut Bank UAB will have the status of Foreign Financial Institution and Revolut Holdings México, that of Related Company, with both companies controlled by Revolut Group Holdings, Ltd.

On this matter, the Board of Directors of this Commission, in a session held on April 1, 2024,

BASED ON Article 45-C of the Credit Institutions Law, and

CONSIDERING

FIRST.- That the documentation and information presented on the occasion of the request for authorization for the organization and operation of the subsidiary multiple banking institution to be named Revolut Bank, S.A., Multiple Banking Institution, meets the requirements provided for in Articles 45-B and 45-F, in relation to Articles 9 and 10 of the Credit Institutions Law, the Fourth of the Rules and 2, fraction I and 336 of the General Provisions applicable to credit institutions.

SECOND.- That the Bank of Mexico, through office letter OFI002-824 dated March 12, 2024, expressed its favorable opinion for the authorization requested to be granted.

Likewise, the aforementioned Central Institute pointed out in the aforementioned office letter, the following:

"The above, provided that, prior to the corresponding start of operations, this Commission ensures that the subscribed and paid-up share capital of the aforementioned credit institution is at least, $1,811 ' 791,055.00 (one billion eight hundred eleven million seven hundred ninety-one thousand fifty-five pesos, 00/100, National Currency), which is the minimum amount of capital resulting, based on the information provided by the promoters in their base scenario of the financial model that integrates the file of their request, with which full compliance with what is provided for in Articles 19 and 50 of the Credit Institutions Law would be given, and an adequate level of capital strength would be maintained for the stability and correct functioning of Revolut Bank during the first years.

On the other hand, this Central Institute makes it known to this Commission that, if Revolut Bank, in accordance with what is described in its various communications, maintains the proposal to use as a provider of exchange rate prices for currencies other than the United States Dollar, a different society in substitution of any of the authorized price providers to organize and operate with such character by the National Banking and Securities Commission, regarding the charges that its customers make with their debit or credit cards, respectively, it must present an authorization request, prior to its start of operations, addressed to the Central Banking Authorizations and Consultations Management, attending to the elements indicated in the last two paragraphs of Article 19 and numeral 2.10 Bis of Circulars 3/2012 and 34/2010 issued by this Bank of Mexico. "

THIRD.- That from the analysis of the documentation and information received, it was concluded that, from the legal, financial, operational, information security, operational risk management and information technology point of view, it is appropriate to grant the requested authorization, which is why the following was adopted:

AGREEMENT

"SECOND.- The members of the Board of Directors of the National Banking and Securities Commission, based on Article 12, fraction V of the Law of the National Banking and Securities Commission, in relation to Article 45-C of the Credit Institutions Law, unanimously approved that the organization and operation of a subsidiary multiple banking institution to be named Revolut Bank, S.A., Multiple Banking Institution be authorized, in terms of the proposal presented.

This authorization is subject to the condition that: i) authorization for the start of operations of Revolut Bank, S.A., Multiple Banking Institution is obtained from the National Banking and Securities Commission within the term established in Article 8, third paragraph of the Credit Institutions Law, which will proceed once compliance with the requirements established in Article 46 Bis of the aforementioned legal instrument is accredited, and ii) those pending positions for the positions of councilors and officials that are within the positions with the two hierarchies immediately below that of General Director have been occupied, prior to the start of their operations.

On the other hand, Revolut Bank, S.A., Multiple Banking Institution, prior to its start of operations, must have a subscribed and paid-up share capital amounting to the amount of $1,811 ' 791,055.00, which will be verified by the National Banking and Securities Commission. The above, in accordance with what was stated by the Bank of Mexico in its office letter OFI002-824 dated March 12, 2024.

Likewise, in case Revolut Bank, S.A., Multiple Banking Institution, in accordance with what is described in the file of the request in question, maintains the proposal to use as a provider of exchange rate prices for currencies other than the United States Dollar, a society different from any of the authorized price providers with such character by this Commission, regarding the charges that its customers make with their debit or credit cards, respectively, it must, prior to its start of operations, present to the Central Banking Authorizations and Consultations Management of the Bank of Mexico, an authorization request in which the elements indicated in the last two paragraphs of Article 19 and numeral 2.10 Bis of Circulars 3/2012 and 34/2010 issued by said Central Institute are attended to.

This agreement is adopted without prejudice to the other authorizations and approvals that, on the occasion of the act described, must be obtained from the National Banking and Securities Commission and other competent authorities, in terms of the applicable legal provisions, as well as the exercise of the powers attributed to this Commission during the organization process of Revolut Bank, S.A., Multiple Banking Institution, in which all applicable conditions and requirements for the start of operations must be met. "

The entity whose organization and operation is authorized, will be subject to the following:

BASES

FIRST.-

The name of the company will be Revolut Bank, S.A., Multiple Banking Institution.

SECOND.-

Its duration will be indefinite.

THIRD.-

Its corporate purpose will include the carrying out of all activities and the provision of services that Article 46 of the Credit Institutions Law indicates.

FOURTH.-

Its corporate domicile will be Mexico City.

FIFTH.-

The amount of its share capital will be $1,431 ' 222,240.00 (one billion four hundred thirty-one million two hundred twenty-two thousand two hundred forty pesos 00/100 N.C.).

SIXTH.-

The authorization referred to in this office letter is, by its very nature, non-transferable.

SEVENTH.-

The institution will be subject to the supervision of the National Banking and Securities Commission.

EIGHTH.-

The banking and credit service that the institution provides by virtue of this authorization, as well as the other operations it carries out, as well as its organization and functioning in general, will be subject to what is expressly stated in this office letter, to the Political Constitution of the United Mexican States, to international treaties or agreements, to the Credit Institutions Law, to the Rules and General Provisions applicable to credit institutions issued by the National Banking and Securities Commission, to the current provisions and those that are issued in the future by any competent authority, including those related to operations with resources of illicit origin and financing of terrorism, which by their nature are applicable to it.

On the other hand, this Commission, based on Article 8o., second paragraph of the Credit Institutions Law and complementarily to the Agreement adopted by the Board of Directors in the terms stated above, issues a favorable opinion on the draft bylaws of Revolut Bank, S.A., Multiple Banking Institution, in accordance with the document that is duly stamped and attached to the present.

The promoter must deliver to this Commission, within a period of ninety natural days counted from the date of notification of this office letter, for its approval, the public instrument in which the respective agreements are recorded for Revolut de México to adopt the regime of multiple banking institution and for the bylaws of Revolut Bank, S.A., Multiple Banking Institution to be approved, as provided in Article 8o., second paragraph of the Credit Institutions Law. In any case, the text of this office letter must be attached to the instrument relative to it, or a copy of it must be integrated into it.

Additionally, it is specified that as a result of the one hundred percent digital business model proposed, it must adhere to what is established in Chapter II, Second Section, Section B of the Provisions, regarding the non-presential identification of clients, as well as in case of carrying out operations other than those referred to in the general functioning plan, compliance with what is stipulated in Article 46 Bis of the Credit Institutions Law must be accredited.

This office letter must be published, at the expense of the interested party, in the Official Gazette of the Federation and in two widely circulated newspapers of its corporate domicile, in accordance with what is provided for in Article 8o., last paragraph of the Credit Institutions Law.

The above, is communicated based on Articles 16, fractions I and VI of the Law of the National Banking and Securities Commission and 9, 13, 14 and 15 of the Internal Regulations of the National Banking and Securities Commission.

Respectfully,

Mexico City, April 3, 2024.- President, Dr. Jesús de la Fuente Rodríguez.- Rubric.

(R.- 551072)

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