Official Letter Authorizing the Merger of Banco Santander Mexico, S.A., Multiple Banking Institution, Santander Financial Group Mexico, as the Surviving Merging Entity, with Santander Consumo, S.A. de C.V., SOFOM, E.R., and Santander Specialized Services, S.A. de C.V., as the Dissolved Merged Entities

DOF: 10/02/2023

OFFICIAL LETTER authorizing the merger of Banco Santander Mexico, S.A., Multiple Banking Institution, Santander Financial Group Mexico, as the surviving merging entity, with Santander Consumo, S.A. de C.V., SOFOM, E.R., Santander Financial Group Mexico, and Santander Specialized Services, S.A. de C.V., as the dissolved merged entities.

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.- Official Letter No. UBVA/377/2022.

SANTANDER FINANCIAL GROUP MEXICO, S.A. DE C.V.

BANCO SANTANDER MEXICO, S.A., MULTIPLE BANKING INSTITUTION, SANTANDER FINANCIAL GROUP MEXICO

SANTANDER CONSUMO, S.A. DE C.V., SOFOM, E.R., SANTANDER FINANCIAL GROUP MEXICO

SANTANDER SPECIALIZED SERVICES, 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 Article 31, fraction XXXII of the Organic Law of the Federal Public Administration; Article 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 view of the following:

BACKGROUND

I.

Through various documents received in this Administrative Unit on May 18, July 1, August 12 and 29, September 12 and 15, November 18 and 24, and December 2, all of the current year, "Santander Financial Group Mexico, S.A. de C.V.", "Banco Santander Mexico, S.A., Multiple Banking Institution, Santander Financial Group Mexico", "Santander Consumo, S.A. de C.V., SOFOM, E.R., Santander Financial Group Mexico" and "Santander Specialized Services, S.A. de C.V." requested authorization from this Ministry to:

A.

Carry out the merger of "Banco Santander Mexico, S.A., Multiple Banking Institution, Santander Financial Group Mexico", as the surviving merging entity, with "Santander Consumo, S.A. de C.V., SOFOM, E.R., Santander Financial Group Mexico" and "Santander Specialized Services, S.A. de C.V.", as the dissolved merged entities;

The foregoing, with the purpose of simplifying the corporate and business structure of the Financial Group and as a consequence of the labor reform published in the Official Journal of the Federation on April 23, 2021, regarding outsourcing.

B.

As a result of the foregoing, in order to eliminate the reference to "Santander Consumo, S.A. de C.V., SOFOM, E.R., Santander Financial Group Mexico" as a financial entity integrated into that Financial Group:

(i)

The reform of Article Two of the Bylaws of that Financial Group, and

(ii)

The modification of the Single Liability Agreement that that Controlling Society has entered into with the financial entities integrated into the Financial Group.

II.

Through official letters UBVA/DGABV/260/2022 dated May 27, UBVA/DGABV/354/2022 dated August 2, UBVA/DGABV/425/2022 dated September 1, UBVA/DGABV/449/2022 dated September 21, UBVA/DGABV/550/2022 dated November 22, and UBVA/DGABV/555/2022 dated November 24, all of 2022, the Deputy General Directorate of Banking and Securities, attached to this Administrative Unit, requested the opinion of the Bank of Mexico.

III.

Through official letters UBVA/DGABV/261/2022 dated May 27, UBVA/DGABV/355/2022 dated August 2, UBVA/DGABV/426/2022 dated September 1, UBVA/DGABV/450/2022 dated September 21, UBVA/DGABV/551/2022 dated November 22, UBVA/DGABV/556/2022 dated November 24, and UBVA/DGABV/579/2022 dated December 5, all of 2022, the Deputy General Directorate of Banking and Securities, attached to this Administrative Unit, requested the opinion of the National Banking and Securities Commission.

IV.

Through official letters UBVA/DGABV/262/2022 dated May 27, UBVA/DGABV/356/2022 dated August 2, UBVA/DGABV/427/2022 dated September 1, UBVA/DGABV/451/2022 dated September 21, UBVA/DGABV/552/2022 dated November 22, and UBVA/DGABV/557/2022 dated November 24, all of 2022, the Deputy General Directorate of Banking and Securities, requested the opinion of the Deputy General Directorate of Financial Analysis and International Linkage, attached to this Administrative Unit; and

CONSIDERATIONS

1.

That the Ministry of Finance and Public Credit, through its Unit of Banking, Securities and Savings, is competent to authorize the merger of a financial entity with a Controlling Society of a financial group subject to the supervision of the National Banking and Securities Commission, in accordance with the Law to Regulate Financial Groups;

2.

That through official letters OFI002-590 dated July 14, 2022, the Bank of Mexico, through the General Management of Authorizations and Regulation, and the Directorate of Authorizations and Sanctions of Central Banking, and OFI002-624 dated November 29 of the current year, through the Directorate of Regulation and Supervision and of Authorizations and Consultations of Central Banking, expressed a favorable opinion so that this Ministry authorizes what was requested;

3.

That through official letter 312-3/2511917/2022 dated December 13, 2022, 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 so that this Ministry authorizes what was requested, in accordance with the proposal presented;

4.

That through official letters UBVA/DGAAFVI/117/2022 and UBVA/DGAAFVI/127/2022 dated December 29 and 13, 2022, the Deputy General Directorate of Financial Analysis and International Linkage, expressed that from a financial point of view it issues a favorable opinion to resolve favorably the request of the petitioners;

5.

That the petitioning societies demonstrated compliance with all the requirements established by Article 17 of the Law to Regulate Financial Groups, to request authorization from this Ministry to carry out the merger described in Background I of this official letter, which were added 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 were observed regarding the feasibility of the merger in question;

7.

From the financial information sent by the petitioning societies, it is evident that within the portfolio of "Santander Consumo, S.A. de C.V., SOFOM, E.R., Santander Financial Group Mexico", there are various pure lease contracts, which, as a result of the merger, will be transferred to "Banco Santander Mexico, S.A., Multiple Banking Institution, Santander Financial Group Mexico", as the successor to the aforementioned multiple-object financial society, and therefore administration must continue until their maturity since it does not represent a negative impact for that credit institution and with the understanding that it will not be authorized to enter into new contracts of this type, it deems it appropriate to issue the following:

RESOLUTION

FIRST.-

The merger of "Banco Santander Mexico, S.A., Multiple Banking Institution, Santander Financial Group Mexico", in its capacity as the surviving merging entity, with "Santander Consumo, S.A. de C.V., SOFOM, E.R., Santander Financial Group Mexico" and "Santander Specialized Services, S.A. de C.V." as the dissolved merged entities, is authorized, in the terms proposed in the respective projects of: i) Minutes of the Extraordinary General Meeting of Shareholders, ii) Merger Agreement and iii) Merger Program; presented to this Administrative Unit; subject to the conditions established in Resolutive FOURTH of this official letter.

The foregoing, with the understanding that "Banco Santander Mexico, S.A., Multiple Banking Institution, Santander Financial Group Mexico", may retain the pure lease portfolio as the successor of "Santander Consumo, S.A. de C.V., SOFOM, E.R., Santander Financial Group Mexico" until its maturity, without being considered authorized to modify them or generate new portfolio of this type.

In accordance with the penultimate paragraph of Article 17 of the Law to Regulate Financial Groups, "Banco Santander Mexico, S.A., Multiple Banking Institution, Santander Financial Group Mexico", is obligated and must continue with the merger procedures and must assume the obligations of the merged societies from the moment the merger is agreed upon.

SECOND.-

"Banco Santander Mexico, S.A., Multiple Banking Institution, Santander Financial Group Mexico", must present to this Administrative Unit, within forty business days following the date on which the following instruments are recorded before a public notary, whose content must be consistent with the terms in which the respective projects were presented to this Ministry:

A.

Certified copy of the first testimony of the public deed in which the protocolization of the Minutes of the Extraordinary General Meeting of Shareholders of "Banco Santander Mexico, S.A., Multiple Banking Institution, Santander Financial Group Mexico" is recorded, in which its merger as a merging society is agreed upon, with "Santander Consumo, S.A. de C.V., SOFOM, E.R., Santander Financial Group Mexico" and "Santander Specialized Services, S.A. de C.V.", as dissolved merged societies.

B.

Certified copy of the first testimony of the public deed in which the protocolization of the Minutes of the Extraordinary General Meeting of Shareholders of "Santander Consumo, S.A. de C.V., SOFOM, E.R., Santander Financial Group Mexico" is recorded, in which its merger as a merged society, into "Banco Santander Mexico, S.A., Multiple Banking Institution, Santander Financial Group Mexico", is agreed upon.

C.

Certified copy of the first testimony of the public deed in which the protocolization of the Minutes of the Extraordinary General Meeting of Shareholders of "Santander Specialized Services, S.A. de C.V." is recorded, in which its merger as a merged society, into "Banco Santander Mexico, S.A., Multiple Banking Institution, Santander Financial Group Mexico", is agreed upon.

D.

Certified copy of the first testimony of the public deed in which the protocolization of the Merger Agreement entered into between "Banco Santander Mexico, S.A., Multiple Banking Institution, Santander Financial Group Mexico", as the merging society, with "Santander Consumo, S.A. de C.V., SOFOM, E.R., Santander Financial Group Mexico" and "Santander Specialized Services, S.A. de C.V.", as the merged societies, is recorded.

THIRD.-

A period of twenty business days is granted to "Banco Santander Mexico, S.A., Multiple Banking Institution, Santander Financial Group Mexico", counted from the day following that on which the public deeds referred to in Resolutive SECOND above are executed, for them to be presented before the Public Commerce Registry for inscription.

As a result of the foregoing, "Banco Santander Mexico, S.A., Multiple Banking Institution, Santander Financial Group Mexico" 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, B and C of Resolutive SECOND of this official letter, within ten business days following the date on which they have been entered into said Registry.

FOURTH.-

The authorization referred to in Resolutive FIRST of this official letter, is subject to the following resolutive conditions:

a)

That the respective Extraordinary General Meetings of Shareholders of "Banco Santander Mexico, S.A., Multiple Banking Institution, Santander Financial Group Mexico", "Santander Consumo, S.A. de C.V., SOFOM, E.R., Santander Financial Group Mexico" and "Santander Specialized Services, S.A. de C.V.", agree to their merger in terms different from those presented before this Ministry; or,

b)

That for reasons attributable to "Banco Santander Mexico, S.A., Multiple Banking Institution, Santander Financial Group Mexico", the public deeds indicated in subsections A, B and C of Resolutive SECOND of this official letter are not entered into the Public Commerce Registry for inscription, within the period referred to in Resolutive THIRD above.

FIFTH.-

The merger authorized in this official letter will take effect from the date on which this authorization and the respective public instruments in which the agreements of the shareholder meetings regarding the merger are recorded, are inscribed 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 a simple copy of the documentation stating the date and other data regarding the respective inscriptions, within a period of ten business days counted from the business day following that on which they have been verified.

SIXTH.-

This authorization and the merger agreements adopted by the respective shareholder 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 "Banco Santander Mexico, S.A., Multiple Banking Institution, Santander Financial Group Mexico".

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.-

In accordance with the provisions of the Twenty-Fourth, fractions V and IX, of the General Provisions for the registration of financial service providers, "Banco Santander Mexico, S.A., Multiple Banking Institution, Santander Financial Group Mexico", 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 merger agreed upon and its respective agreement, authorized in accordance with Resolutive FIRST of this official letter.

EIGHTH.-

In order for this Unit of Banking, Securities and Savings to be able to approve the modification of Article Two of the Bylaws of "Santander Financial Group Mexico, S.A. de C.V.", as well as the Single Liability Agreement that that Controlling Society has entered into with the financial entities integrated into the financial group, it communicates that prior to the inscription of the instruments in which such legal acts are recorded in the Public Commerce Registry, that Financial Group must send within twenty business days following the date on which such acts are formalized and -under the terms of the projects presented to this Administrative Unit-:

A.

First Testimony and two simple copies of the public deed in which the protocolization of the Minutes of the Extraordinary General Meeting of Shareholders of "Santander Financial Group Mexico, S.A. de C.V." is recorded, in which it is agreed: (i) the modification of Article Two of the bylaws of the controlling society and (ii) the modification of the Single Liability Agreement, in order to eliminate the reference to "Santander Consumo, S.A. de C.V., SOFOM, E.R., Santander Financial Group Mexico", as a financial entity integrated into that Financial Group.

B.

First Testimony and two simple copies of the public deed in which the protocolization of the modification of the Single Liability Agreement is recorded, in order to eliminate the reference to "Santander Consumo, S.A. de C.V., SOFOM, E.R., Santander Financial Group Mexico".

This authorization is issued based on the information and documentation provided by the petitioners, 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, through its Unit of Banking, Securities and Savings, to resolve, and does not prejudge the tax implications of the operations subject to this authorization, nor the carrying out of any corporate act that the societies involved carry out, which implies prior authorization or approval by the financial, tax or any other authorities, in accordance with current regulations. Likewise, it does not validate acts or operations carried out in contravention of the laws or regulations emanating from them.

Without further business, I take this opportunity to send you a cordial greeting.

Sincerely

Mexico City, December 15, 2022. - The Head of the Unit, Alfredo Federico Navarrete Martínez. - Initial.

(R.- 531815)

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