Office letter granting authorization for the organization and operation of a subsidiary multiple banking institution to be named Openbank México, S.A., Multiple Banking Institution, Santander Mexico Financial Group

DOF: July 26, 2023

OFFICE LETTER granting authorization for the organization and operation of a subsidiary multiple banking institution to be named Openbank México, S.A., Multiple Banking Institution, Santander Mexico Financial Group.

On the margin a seal with the National Shield, which says: United Mexican States.- FINANCE.- Ministry of Finance and Public Credit.- National Banking and Securities Commission.- Presidency.- Vicepresidency of Normativity.- General Directorate of Authorizations to the Financial System.- Vicepresidency of Supervision of Groups and Financial Intermediaries A.- General Directorate of Supervision of Groups and Financial Intermediaries A.- Letter No.: P225/2023.- File No.: CNBV.3S.1.312 (16046).

Subject:

Authorization for the organization and

operation of a subsidiary multiple banking

institution to be named Openbank

México, S.A., Multiple Banking Institution,

Santander Mexico Financial Group.

OPEN MX ADMINISTRATIVE SERVICES, S.A. DE C.V.

Blvd. Manuel Ávila Camacho No. 24, Floor PH,

Col. Lomas de Chapultepec, Miguel Hidalgo,

Zip Code 11000, Mexico City.

ATTENTION:

ATTORNEY SERGIO MARIO HINOJOSA PANG

Legal Representative

With writings and information presented on April 6, September 6, October 28, 10 and 22

of November and December 16, 2022 and January 6, March 1, April 10, 14 and 28 of June 2023,

Open

MX Administrative Services S.A. de C.V., (Open MX), requested from the National Banking and Securities

Commission

(CNBV) authorization to organize and operate as a subsidiary multiple banking institution to

be named

" Openbank México, S.A., Multiple Banking Institution, Santander Mexico Financial Group " (Openbank

México).

The central proposal of the submitted request considers the transformation of Open MX into a institution

of multiple banking subsidiary, under the name of Openbank México. According to the corporate

scheme

proposed, Santander Mexico Financial Group, S.A. de C.V. (GF Santander Mexico), will have the character of

majority shareholder of Openbank México and Gesban Mexico Global Administrative Services, S.A. de C.V.

(Gesban Mexico) will have the character of minority shareholder of that entity. As a consequence of the

above, Openbank México will be incorporated as an integrating entity of GF Santander Mexico. On the other hand,

in terms of the Rules for the establishment of subsidiaries of foreign financial institutions

(the

Rules), Banco Santander, S.A. will have the character of Foreign Financial Institution.

On this matter, the Government Board of this Commission, in session held on July 7, 2023, with

foundation in article 45-C of the Credit Institutions Law and,

CONSIDERATIONS

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 " Openbank México,

S.A., Multiple Banking Institution, Santander Mexico Financial Group " , complies with the requirements provided

in articles 45-F, in relation to articles 9 and 10 of the LIC, the Fourth of the Rules and 2, section I and

336 of the General Provisions applicable to credit institutions.

SECOND . - That the Bank of Mexico, through letter OFI002-690 dated June 28, 2023,

expressed its favorable opinion for the requested authorization to be granted.

Likewise, the cited Central Institute in its own letter indicated the following: " The above, always provided that,

prior to the corresponding start of operations, this Commission ensures that the subscribed and

paid-in capital of the cited credit institution is at least, one thousand nine hundred ninety-five million

pesos, National Currency, which is the minimum necessary 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 would be given to what is provided in articles 19 and 50

of the

Credit Institutions Law, and an adequate level of capital strength would be maintained for the stability and

correct functioning of Openbank México during the first years . "

THIRD . - That from the analysis of the documentation and information received it was concluded that, from the point

of view legal, financial, operational, information security, operational risk management and of

information technology, it is appropriate to grant the requested authorization, adopted the following:

AGREEMENT

" SECOND.- The members of the Government Board of the National Banking and Securities

Commission, with foundation in article 12, sections V and XV of the Law of the National Banking

and Securities Commission, in relation to article 45-C of the Credit Institutions Law,

approved by unanimity to authorize the organization and operation of a subsidiary multiple banking

institution to be named Openbank México, S.A., Multiple Banking Institution, Santander Mexico Financial

Group, in terms of the proposal presented.

The present authorization is subject to the condition that: i) authorization is obtained from the National Banking

and Securities Commission for the start of operations of Openbank México, S.A.,

Multiple Banking Institution, Santander Mexico Financial Group within the deadline established by

article 8, third paragraph of the Credit Institutions Law, which will proceed once compliance with the requirements established in article 46 Bis of the own legal

ordering is accredited, ii) authorization is obtained from the Ministry of Finance and Public Credit for the

incorporation of Openbank México, S.A., Multiple Banking Institution, Santander Mexico Financial

Group as an integrating entity of Santander Mexico Financial Group, S.A. de C.V., in terms

of what is established in article 15 of the Law to Regulate Financial Groups, and iii) those

pending positions for the roles of alternate counselors, alternate commissioner and officers that are found

within the roles with the two immediate hierarchies inferior to that of the General Director have been filled, prior to the start of their operations.

On the other hand, Openbank México, S.A., Multiple Banking Institution, Santander Mexico Financial

Group, prior to its start of operations must have a subscribed and paid-in capital that

amounts to the quantity of $1,995,000,000.00, in conformity with what is indicated by the Bank of

Mexico in its letter OFI002-690 dated June 28, 2023 and in accordance with the attributions of the

National Banking and Securities Commission.

The present agreement is adopted without prejudice to the other authorizations and approvals that on

occasion of the described act, 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 faculties attributed to the own Commission during the organization process of Openbank

México, S.A., Multiple Banking Institution, Santander Mexico Financial Group, in which all

applicable conditions and requirements for the start of operations must be complied with . "

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

TERMS

FIRST.-

The name of the society will be Openbank México, S.A., Multiple Banking

Institution, Santander Mexico Financial Group.

SECOND.-

Its duration will be indefinite.

THIRD.-

Its corporate object will comprise the realization of all the activities and the provision of the

services that indicates article 46 of the Credit Institutions Law.

FOURTH.-

Its social domicile will be Mexico City.

FIFTH.-

The amount of its initial social capital will be of $699,420,220.00 (six hundred ninety-nine

million four hundred twenty thousand two hundred twenty pesos 00/100 M.N.).

SIXTH.-

The authorization to which this office letter refers is, by its own 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 the present

authorization, as well as of the other operations that it carries out, as well as its

organization and functioning in general, will be subject, in what is expressly indicated in

this office letter, to the Political Constitution of the United Mexican States, to the treaties or

international 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 relative to operations

with resources of illicit origin and financing to terrorism, that by its nature result

applicable to it.

On the other hand, this Commission with foundation in article 8o., second paragraph of the Law of

Credit Institutions and complementarily to the Agreement adopted by the Government Board in the

terms before exposed, emits favorable opinion to the project of social statutes of Openbank México,

S.A., Multiple Banking Institution, Santander Mexico Financial Group, according to the document that

duly sealed is annexed to the present.

The promoter must make delivery to this Commission in a deadline of ninety natural days counted

from the date of notification of the present office letter, for its approval, the public instrument in which

the respective agreements are recorded so that Open MX adopts the regime of multiple banking institution and

the social statutes of Openbank México, S.A., Multiple Banking Institution, Santander Mexico Financial

Group are approved, according to what is disposed by article 8, second paragraph of the Credit Institutions Law. In

any case, the text of this office letter must be added to the relative instrument, or a copy of the same must be integrated

to it.

The present office letter must be published, at the cost of the interested party, in the Official Gazette of the Federation and in two

newspapers of wide circulation of its social domicile, in conformity with what is provided in article 8, last

paragraph of the Credit Institutions Law.

The above, is communicated with foundation in articles 16, sections I and VI of the Law of the National Banking

and Securities Commission and 9, 13, 14 and 15 of the Internal Regulation of the National Banking and

Securities Commission.

Sincerely

Mexico City, as of July 12, 2023 .- President , Dr.

Jesús de la Fuente Rodríguez .- Signature.

(R.- 539593)

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