Official Letter Authorizing the Incorporation of Globalcard, S.A. de C.V. into Grupo Financiero Scotiabank Inverlat and the Merger of Scotiabank Inverlat, S.A. with Comercializadora Snooses, S.A. de C.V.

DOF: 04/08/2016

OFFICIAL LETTER authorizing the incorporation of Globalcard, S

A seal with the National Coat of Arms, which reads: United Mexican States.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Banking, Securities and Savings Unit.- Official Letter No. UBVA/048/2016.

GRUPO FINANCIERO SCOTIABANK INVERLAT, S.A. DE C.V.

Present

This Ministry of Finance and Public Credit, through the Banking, Securities and Savings Unit, based on the provisions of Articles 31, fraction XXXIV of the Organic Law of the Federal Public Administration, 15 and 17 in relation to Article 19, last paragraph of the Law to Regulate Financial Groups, in exercise of the powers 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

1.

Through writings received in this Administrative Unit on May 29, June 25, 1st and September 29 and December 17, all of 2015, the C.C. Álvaro Ayala Margáin, Mónica Cardoso Velázquez and Pablo Perezalonso Eguía, in their capacity as legal representatives and authorized person, respectively, of "Grupo Financiero Scotiabank Inverlat, S.A. de C.V.", of "Globalcard, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity", and of "Scotiabank Inverlat, S.A., Multiple Banking Institution, Grupo Financiero Scotiabank Inverlat", personality that they have duly accredited before this Department, state that the aforementioned Financial Group intends to carry out a corporate restructuring, as follows:

i.

"Grupo Financiero Scotiabank Inverlat, S.A. de C.V." will acquire all but one of the shares representing the social capital of "Globalcard, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity", currently owned by The Bank of Nova Scotia, in order to incorporate it as an integral entity of that Financial Group.

ii.

"Globalcard, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity" will spin off part of its assets, liabilities and capital in favor of a new spun-off society, thereby separating its operational part from the non-operational part.

iii.

"Scotiabank Inverlat, S.A., Multiple Banking Institution, Grupo Financiero Scotiabank Inverlat" will merge in its capacity as the merging society with the spun-off society of "Globalcard, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity", as the merged society.

iv.

"Scotiabank Inverlat, S.A., Multiple Banking Institution, Grupo Financiero Scotiabank Inverlat" will acquire all but one of the shares representing the social capital of "Globalcard, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity", owned by "Grupo Financiero Scotiabank Inverlat, S.A. de C.V.".

The foregoing, with the understanding that the corporate acts that make up the corporate restructuring in question are intended to be carried out on the same date.

In view of the foregoing, they requested authorization from this Ministry for their represented parties to carry out the following legal acts:

a.

The incorporation of "Globalcard, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity" as an integral entity of "Grupo Financiero Scotiabank Inverlat, S.A. de C.V."

b.

The modification of Article Two of the Bylaws of that Financial Group and of the Single Liability Agreement, in order to contemplate the aforementioned incorporation.

c.

The merger of "Scotiabank Inverlat, S.A., Multiple Banking Institution, Grupo Financiero Scotiabank Inverlat", as the merging society with the spun-off society of "Globalcard, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity", as the merged society.

2.

Regarding this, the Deputy General Directorate of Banking and Securities, in exercise of the powers conferred by Article 28, fraction XXII of the Internal Regulations of this Ministry and based on the provisions of Articles 15 and 17, in relation to the last paragraph of Article 19 of the Law to Regulate Financial Groups, through official letters UBVA/DGABV/627/2015 and UBVA/DGABV/628/2015 of June 29, UBVA/DGABV/832/2015 and UBVA/DGABV/833/2015 of September 3, UBVA/DGABV/921/2015 and UBVA/DGABV/922/2015 of October 6, all of 2015, and UBVA/DGABV/040/2016 of January 18, 2016, requested the opinion of the Bank of Mexico as well as the National Banking and Securities Commission, respectively.

Likewise, through official letters UBVA/DGABV/629/2015 of June 29, UBVA/DGABV/834/2015 of September 3, UBVA/DGABV/923/2015 of October 6, all of 2015, and UBVA/DGABV/041/2016 of January 18, 2016, it requested the opinion of the Deputy General Directorate of Financial Analysis and International Linkage, attached to this Banking, Securities and Savings Unit.

3.

Through official letter UBVA/DGABV/130/2016 of February 17, 2016, this Administrative Unit through the Deputy General Directorate of Banking and Securities, communicated to "Grupo Financiero Scotiabank Inverlat, S.A. de C.V." that in order to be able to resolve what is appropriate, it should send the following:

• First Testimony and three simple copies of the public deed in which the protocolization of the Act of the Extraordinary General Shareholders' Meeting of "Grupo Financiero Scotiabank Inverlat, S.A. de C.V." is recorded, in which the incorporation of "Globalcard, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity" into that financial group is agreed, as well as the modification of Article Two of its Bylaws and the Single Liability Agreement, in order to contemplate the aforementioned incorporation.

• Certified copy of the public deed in which the Act of the Extraordinary General Shareholders' Meeting of "Globalcard, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity" is recorded, in which its incorporation into the Financial Group is agreed.

• First Testimony and three simple copies of the public deed in which the modification of the Single Liability Agreement is recorded, in order to contemplate the aforementioned incorporation.

• First Testimony and three simple copies of the public deed in which the protocolization of the Act of the Extraordinary General Shareholders' Meeting of "Scotiabank Inverlat, S.A., Multiple Banking Institution, Grupo Financiero Scotiabank Inverlat" is recorded, in which its merger as the merging society with the spun-off society of "Globalcard, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity" as the merged society is agreed.

• First Testimony and three simple copies of the public deed in which the protocolization of the Act of the Extraordinary General Shareholders' Meeting of the spun-off society of "Globalcard, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity" is recorded, in which its merger as the merged society with "Scotiabank Inverlat, S.A., Multiple Banking Institution, Grupo Financiero Scotiabank Inverlat" as the merging society is agreed.

• First Testimony and three simple copies of the public deed in which the protocolization of the merger agreement celebrated between "Scotiabank Inverlat, S.A., Multiple Banking Institution, Grupo Financiero Scotiabank Inverlat" as the merging society, with the spun-off society of "Globalcard, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity" as the merged society is recorded.

• Simple copy of the share purchase agreement celebrated between "Grupo Financiero Scotiabank Inverlat, S.A. de C.V." and "Scotiabank Inverlat, S.A., Multiple Banking Institution, Grupo Financiero Scotiabank Inverlat", through which the shares representing the social capital of "Globalcard, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity" are transferred in favor of the aforementioned credit institution.

4.

Through a writing received in this Administrative Unit on June 22, 2016, Lic. Mónica Cardoso Velázquez, on behalf of "Grupo Financiero Scotiabank Inverlat, S.A. de C.V.", submitted the following documentation:

o

First Testimony and three simple copies of public deed No. 56,839 of June 17, 2016, granted before the authority of Lic. Patricio Garza Bandala, Holder of Notary No. 18, acting as associate of Lic. Ana Patricia Bandala Tolentino, Notary No. 195, both of Mexico City, through which the Act of the Extraordinary General Shareholders' Meeting of "Grupo Financiero Scotiabank Inverlat, S.A. de C.V.", held on April 22, 2016 and ratified by Extraordinary General Shareholders' Meeting of June 17, 2016, was protocolized, in which, among others, the incorporation of "Globalcard, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity" was agreed, as well as the modification of Article Two of its Bylaws and the Single Liability Agreement.

o

Certified copy of public deed No. 56,840 of June 17, 2016, granted before the authority of Lic. Patricio Garza Bandala, Holder of Notary No. 18, acting as associate of Lic. Ana Patricia Bandala Tolentino, Notary No. 195, both of Mexico City, through which the Act of the Extraordinary General Shareholders' Meeting of "Globalcard, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity", held on April 22, 2016, was protocolized, in which, among other topics, its incorporation into "Grupo Financiero Scotiabank Inverlat, S.A. de C.V." was agreed, as well as the spin-off of this Society.

o

First Testimony and three simple copies of public deed No. 56,841 of June 17, 2016, granted before the authority of Lic. Patricio Garza Bandala, Holder of Notary No. 18, acting as associate of Lic. Ana Patricia Bandala Tolentino, Notary No. 195, both of Mexico City, in which the protocolization of the modification of the Single Liability Agreement that that Controlling Society has celebrated with the financial entities that make up said Financial Group is recorded, in order to contemplate the aforementioned incorporation.

o

First Testimony and three simple copies of public deed No. 56,843 of June 17, 2016, granted before the authority of Lic. Patricio Garza Bandala, Holder of Notary No. 18, acting as associate of Lic. Ana Patricia Bandala Tolentino, Notary No. 195, both of Mexico City, in which the protocolization of the Act of the Extraordinary General Shareholders' Meeting of "Scotiabank Inverlat, S.A., Multiple Banking Institution, Grupo Financiero Scotiabank Inverlat", held on April 22, 2016, is recorded, in which its merger as the merging society with the spun-off society of "Globalcard, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity" as the merged society was agreed.

o

First Testimony and three simple copies of public deed No. 56,843 of June 17, 2016, granted before the authority of Lic. Patricio Garza Bandala, Holder of Notary No. 18, acting as associate of Lic. Ana Patricia Bandala Tolentino, Notary No. 195, both of Mexico City, through which the Act of the Extraordinary General Shareholders' Meeting of the spun-off society of "Globalcard, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity", named "Comercializadora Snooses, S.A. de C.V.", held on June 17, 2016, was protocolized, in which its merger as the merged society with "Scotiabank Inverlat, S.A., Multiple Banking Institution, Grupo Financiero Scotiabank Inverlat" as the merging society was agreed.

o

First Testimony and three simple copies of public deed No. 56,843 of June 17, 2016, granted before the authority of Lic. Patricio Garza Bandala, Holder of Notary No. 18, acting as associate of Lic. Ana Patricia Bandala Tolentino, Notary No. 195, both of Mexico City, in which the protocolization of the merger agreement celebrated on June 17, 2016 between "Scotiabank Inverlat, S.A., Multiple Banking Institution, Grupo Financiero Scotiabank Inverlat" as the merging society, with the spun-off society of "Globalcard, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity", named "Comercializadora Snooses, S.A. de C.V.", as the merged society is recorded.

o

Simple copy of the share purchase agreement celebrated on April 22, 2016 between "Grupo Financiero Scotiabank Inverlat, S.A. de C.V." and "Scotiabank Inverlat, S.A., Multiple Banking Institution, Grupo Financiero Scotiabank Inverlat", through which the shares representing the social capital of "Globalcard, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity" are transferred in favor of the aforementioned credit institution.

CONSIDERING

1.

That the Bank of Mexico through official letter OFI/S33-002-13797 received on October 30, 2015, expressed its favorable opinion in order for this Ministry to authorize what was requested;

2.

That the National Banking and Securities Commission, through official letter 312-2/113663/2016 received on February 15, 2016, issued its favorable opinion for this Ministry to resolve the request we are dealing with;

3.

That the Deputy General Directorate of Financial Analysis and International Linkage, through various UBVA/DGAAF/005/2016 received on February 12, 2016, stated that from a financial point of view, it has no objection to granting the petitioners the corresponding authorizations;

4.

That through official letter 311-111773/2016 of February 8, 2016, the National Banking and Securities Commission, with the approval of its Board of Directors, authorized the spin-off of "Globalcard, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity", through which that financial entity will transfer part of its assets, liabilities and capital to a newly created society, with the former subsisting;

5.

That the authorization and approval requests referred to in Background 1 of this official letter comply with the legal and administrative provisions applicable to authorization procedures for a financial entity to incorporate into a financial group, as well as for a financial entity that is part of a financial group to merge with another society and for the approval of the modification of bylaws and the single liability agreement, and

6.

That after analyzing the information and documentation presented by "Grupo Financiero Scotiabank Inverlat, S.A. de C.V.", and after hearing the opinions of the Bank of Mexico, the National Banking and Securities Commission and the Deputy General Directorate of Financial Analysis and International Linkage, as well as having determined the appropriateness of granting the authorization in question, this Ministry of Finance and Public Credit through the Banking, Securities and Savings Unit issues the following:

RESOLUTION

FIRST.-

The incorporation of "Globalcard, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity" as an integral entity of "Grupo Financiero Scotiabank Inverlat, S.A. de C.V." is authorized, under the terms agreed by both societies in their respective Extraordinary General Shareholders' Meetings held on April 22, 2016 and June 17, 2016, whose acts were protocolized through public deeds numbers 56,839 and 56,840, both of June 17, 2016, granted before the authority of Lic. Patricio Garza Bandala, Holder of Notary No. 18, acting as associate of Lic. Ana Patricia Bandala Tolentino, Notary No. 195, of Mexico City.

SECOND.-

The modification of Article Two of the Bylaws of "Grupo Financiero Scotiabank Inverlat, S.A. de C.V." is approved, under the terms agreed by its Extraordinary General Shareholders' Meetings held on April 22 and June 17, both of 2016, protocolized through public deed 56,839 cited in the previous paragraph.

THIRD.-

The modification of the Single Liability Agreement celebrated between "Grupo Financiero Scotiabank Inverlat, S.A. de C.V." with the entities that are part of the respective financial group is approved, protocolized through public deed No. 56,841 of June 17, 2016, granted before the authority of Lic. Patricio Garza Bandala, Holder of Notary No. 18, acting as associate of Lic. Ana Patricia Bandala Tolentino, Notary No. 195, of Mexico City.

FOURTH.-

The merger of "Scotiabank Inverlat, S.A., Multiple Banking Institution, Grupo Financiero Scotiabank Inverlat", as the merging society with the spun-off society of "Globalcard, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity", to be named "Comercializadora Snooses, S.A. de C.V.", as the merged society that will be extinguished, is authorized, under the terms agreed by both societies in their respective Extraordinary General Shareholders' Meetings held on April 22, 2016, and June 17, 2016, respectively, whose acts were protocolized through public deed No. 56,843 of June 17, 2016, granted before the authority of the aforementioned Notary.

The authorizations for the incorporation and the merger referred to in Resolutive First and the present, are subject to the resolutive condition consisting of not sending to this Ministry, the proof of entry of the Public Deeds in which the incorporation and merger in question have been agreed in the respective Public Commerce Registry, within twenty business days following the date on which the present official letter is notified.

FIFTH.-

In accordance with the provisions of Article 19 first paragraph, of the Law to Regulate Financial Groups, the incorporation and the merger authorized in Resolutives First and Fourth, respectively, will take effect from the date on which this present authorization and the public instruments in which the shareholders' meeting agreements resolving the acts in question are recorded, are registered in the corresponding Public Commerce Registry, and must inform this Ministry about the date and other data related to said registration within a period of ten business days counted from the date on which it has been verified.

SIXTH.-

This present authorization as well as the incorporation and merger agreements adopted by the respective shareholders' meetings must be published in the Official Journal of the Federation in terms of what is provided by Article 19 second paragraph, of the Law to Regulate Financial Groups, at the expense of "Grupo Financiero Scotiabank Inverlat, S.A. de C.V.".

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

SEVENTH.-

Regarding the transfer of the shares representing the capital of "Globalcard, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity" in favor of "Scotiabank Inverlat, S.A., Multiple Banking Institution, Grupo Financiero Scotiabank Inverlat", this Ministry has no objection to the share restructuring being carried out under the terms proposed.

Likewise, the First Testimonies of the Public Deeds that "Grupo Financiero Scotiabank Inverlat, S.A. de C.V." attached to its writings are returned to "Grupo Financiero Scotiabank Inverlat, S.A. de C.V.", with the indication that it must inform this Department about the date and other data related to the registration it carries out of the same before the respective Public Commerce Registry, within a period of ten business days counted from the date on which said registration is verified.

These present authorizations and approvals are issued based on the information and documentation provided by "Grupo Financiero Scotiabank Inverlat, S.A. de C.V.", "Globalcard, S.A. de C.V., Multiple-Object Financial Society, Regulated Entity", and "Scotiabank Inverlat, S.A., Multiple Banking Institution, Grupo Financiero Scotiabank Inverlat" and are limited exclusively to the acts and operations that, in accordance with the applicable provisions, it is the responsibility of this Banking, Securities and Savings Unit to resolve and do not prejudge the carrying out of any corporate act that said Societies carry out, which imply the prior authorization or approval of financial, tax or any other authorities, in terms of the current regulations.

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

Sincerely

Mexico City, July 7, 2016.- The Head of the Unit,

Narciso Antonio Campos Cuevas.-

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