Authorization of the merger of Scotiabank Inverlat, S.A., Multiple Banking Institution, Financial Group Scotiabank Inverlat, as the surviving merging entity, with Servicios Corporativos Scotia, S.A. de C.V., as the merged entity to be extinguished

DOF: 23/07/2021

OFFICE LETTER authorizing the merger of Scotiabank Inverlat, S

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.- Office No. UBVA/230/2021.

FINANCIAL GROUP SCOTIABANK INVERLAT, S.A. DE C.V.

SCOTIABANK INVERLAT, S.A., INSTITUTION
OF MULTIPLE BANKING, FINANCIAL GROUP
SCOTIABANK INVERLAT.

SERVICIOS CORPORATIVOS SCOTIA, S.A. DE C.V.

PRESENT

This Ministry of Finance and Public Credit, through 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; 17 in relation to 19, last paragraph of the Law to Regulate Financial Groups; and in exercise of the attribution conferred by article 27, fraction XII of the Internal Regulations of the Ministry of Finance and Public Credit, and in attention to the following:

BACKGROUND

I.

By initial writing received in this Administrative Unit on May 6 and its extension received on June 15, both of 2021, "Financial Group Scotiabank Inverlat, S.A. de C.V."; "Scotiabank Inverlat, S.A., Multiple Banking Institution, Financial Group Scotiabank Inverlat" and "Services Corporativas Scotia, S.A. de C.V.", requested authorization from this Ministry to carry out the merger of the indicated credit institution, in its capacity as the surviving merging entity, with "Servicios Corporativos Scotia, S.A. de C.V.", as the merged entity to be extinguished.

This is in order to comply with the recent reform of the Federal Labor Law on labor subcontracting, whose Decree was published in the Official Journal of the Federation on April 23 of 2021 and to continue the operations of the aforementioned credit institution.

II.

By office UBVA/DGABV/190/2021 dated May 11, 2021, the substitute for the absence of the Head of the General Directorate of Banking and Values attached to this Administrative Unit, requested the opinion of the Bank of Mexico.

III.

By offices UBVA/DGABV/191/2021 and UBVA/DGABV/242/2021 dated May 11 and June 15, both of the current year, the substitute for the absence of the Head of the General Directorate of Banking and Values requested the opinion of the National Banking and Securities Commission.

IV.

By office UBVA/DGABV/192/2021 dated May 11, 2021, the substitute for the absence of the Head of the General Directorate of Banking and Values requested the opinion of the General Directorate of Financial Analysis and International Linkage, attached to this Administrative Unit; and

CONSIDERING

1.

That the Ministry of Finance and Public Credit, through its Unit of Banking, Securities and Savings, is competent to authorize the merger of the financial entities that are part of financial groups subject to the supervision of the National Banking and Securities Commission, in accordance with the Law to Regulate Financial Groups;

2.

That by office OFI002-422 dated May 27, 2021, the Bank of Mexico through the Directorates of Authorizations and Regulation, and of Authorizations and Central Banking Queries, expressed a favorable opinion so that this Ministry authorizes what was requested;

3.

That by office 312-3/14845/2021 dated June 18, 2021, the National Banking and Securities Commission through the General Directorates of Authorizations to the Financial System, and of Supervision of Groups and Financial Intermediaries D, expressed a favorable opinion so that this Ministry authorizes what was requested in accordance with the proposal presented;

4.

That by offices UBVA/DGAAFVI/100/2021 and UBVA/DGAAFVI/104/2021 dated June 2 and 17, respectively, both of 2021, the substitute for the absence of the Head of the General Directorate of Financial Analysis and International Linkage, expressed that no inconvenience is observed to grant to the petitioners the corresponding authorization;

5.

That the petitioning societies demonstrated full compliance with the requirements established by
article 17 of the Law to Regulate Financial Groups, to request the authorization of this
Ministry to carry out the merger described in BACKGROUND I of this office, which were attached to the respective file;

6.

That once the analysis of the documentation presented by the petitioning societies in compliance with article 17 of the Law to Regulate Financial Groups was carried out, and the opinions of the consulted bodies were obtained; in accordance with the proposal presented, no legal, accounting, financial or operational impediments are observed regarding the feasibility of the merger in question; therefore:

It deems it appropriate to issue the following:

RESOLUTION

FIRST.-

The merger of "Scotiabank Inverlat, S.A., Multiple Banking Institution, Financial Group Scotiabank Inverlat", in its capacity as the surviving merging entity, with "Servicios Corporativos Scotia, S.A. de C.V.", as the merged entity to be extinguished, is authorized, under the terms set forth in the respective drafts of the Extraordinary General Shareholders' Meeting Minutes, Agreement and Merger Plan, presented to this Administrative Unit; subject to the conditions established in the FOURTH resolution of the present office.

In accordance with the provisions of the penultimate paragraph of article 17 of the Law to Regulate Financial Groups, "Scotiabank Inverlat, S.A., Multiple Banking Institution, Financial Group Scotiabank Inverlat" is obligated and must continue with the procedures of the merger, and must assume the obligations of the merged entity from the moment the merger was agreed upon.

SECOND.-

"Scotiabank Inverlat, S.A., Multiple Banking Institution, Financial Group Scotiabank Inverlat" must present to this Administrative Unit, within forty business days following the date on which they are recorded before a public notary in accordance with the proposal presented, the following instruments:

A.

Certified copy of the First Testimony of the public deed in which the protocolization of the Minutes of the Extraordinary General Shareholders' Meeting of "Scotiabank Inverlat, S.A., Multiple Banking Institution, Financial Group Scotiabank Inverlat" is recorded, in which its merger with "Servicios Corporativos Scotia, S.A. de C.V." is agreed.

B.

Certified copy of the First Testimony of the public deed in which the protocolization of the Minutes of the Extraordinary General Shareholders' Meeting of "Servicios Corporativos Scotia, S.A. de C.V." is recorded, in which its merger into "Scotiabank Inverlat, S.A., Multiple Banking Institution, Financial Group Scotiabank Inverlat" is agreed.

C.

Certified copy of the First Testimony of the public deed in which the protocolization of the Merger Agreement entered into between "Scotiabank Inverlat, S.A., Multiple Banking Institution, Financial Group Scotiabank Inverlat" as the merging entity and "Servicios Corporativos Scotia, S.A. de C.V.", as the merged entity, is recorded.

THIRD.-

A period of twenty business days is granted to "Scotiabank Inverlat, S.A., Multiple Banking Institution, Financial Group Scotiabank Inverlat" counted from the day following that on which the public deeds referred to in the previous Resolution are granted, for the items indicated in subsections A. and B. to be presented before the Public Commerce Registry for registration.

In view of the foregoing, "Scotiabank Inverlat, S.A., Multiple Banking Institution, Financial Group Scotiabank Inverlat" must present to this Administrative Unit, a simple copy of the receipts of entry before the Public Commerce Registry, of the public deeds indicated in subsections A. and B. of the SECOND resolution of this office, within ten business days following the date on which they were entered into the corresponding Registry.

FOURTH.-

The authorization referred to in the FIRST resolution of this office is subject to the following resolutory conditions:

a)

That the respective General Shareholders' Meetings of "Scotiabank Inverlat, S.A., Multiple Banking Institution, Financial Group Scotiabank Inverlat" and "Services Corporativas Scotia, S.A. de C.V.", agree to their merger after the last business day of the current year; or adopt the respective merger agreements in terms different from those contained in the drafts presented to this Ministry; or b)

That for reasons attributable to "Scotiabank Inverlat, S.A., Multiple Banking Institution, Financial Group Scotiabank Inverlat", the registration of the public deeds indicated in subsections A. and B. of the SECOND resolution of this office is not obtained, in the Public Commerce Registry, by the last business day of the current year.

FIFTH.-

The authorized merger will take full effect from the date on which the present authorization and the respective public instruments in which the agreements of the respective shareholders' meetings regarding the merger are recorded, are registered in the Public Commerce Registry, in accordance with the provisions of article 19, first paragraph of the Law to Regulate Financial Groups, and must send to this Unit of Banking, Securities and Savings, and to the National Banking and Securities Commission, a simple copy of the documentation in which the date and other data regarding the respective registrations are recorded, within a period of ten business days counted from the next business day following that on which those have been verified.

SIXTH.-

This authorization and the merger agreements adopted by the respective shareholders' meetings must be published in the Official Journal of the Federation in accordance with the provisions of the second paragraph of article 19 of the Law to Regulate Financial Groups, at the expense of "Scotiabank Inverlat, S.A., Multiple Banking Institution, Financial Group Scotiabank Inverlat".

The carrying out of the aforementioned publications must be notified to this Administrative Unit, accompanied by a copy of the documentation that certifies it, within five business days following the date on which such publications are verified.

SEVENTH.-

With respect to the real estate that will be transferred to "Scotiabank Inverlat, S.A., Multiple Banking Institution, Financial Group Scotiabank Inverlat", as a consequence of the merger; this credit institution must dedicate it to the carrying out of activities proper to its corporate purpose, in compliance with the provisions of article 46, fraction XXIII of the Law of Credit Institutions and without prejudice to the observance of what is provided in article 78 of the Law to Regulate Financial Groups.

EIGHTH.-

In accordance with the provisions of the Twenty-Fourth, fractions V and IX of the General Provisions for the registration of financial service providers, "Scotiabank Inverlat, S.A., Multiple Banking Institution, Financial Group Scotiabank Inverlat" must inform through the Portal of the Registry of Financial Service Providers (SIPRES) under the responsibility of the National Commission for the Protection and Defense of Users of Financial Services (CONDUSEF), the agreed merger and its respective agreement, authorized in accordance with the FIRST resolution of this office.

This authorization is issued based on the information and documentation provided by the petitioners, and is also limited exclusively to the acts and operations that, in accordance with the applicable provisions, fall within the competence of the Ministry of Finance and Public Credit, through its Unit of Banking, Securities and Savings and does not prejudge the tax implications of the operations subject to this authorization, nor on the carrying out of any corporate act that is carried out by the persons involved, which implies prior authorization or approval by financial, tax or any other authority, in accordance with current regulations. Likewise, it does not validate acts or operations that are carried out in contravention of the laws or regulations emanating from them.

Without further particulars, I take the opportunity to send you a cordial greeting.

Sincerely

Mexico City, June 25, 2021.- The Head of the Unit, Jorge Meléndez Barrón.- Rubric. (R.- 509123)

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