Official Letter Authorizing the Merger of Scotiabank Inverlat, S.A. and Globalcard, S.A. de C.V., SOFOM, E.R.

DOF: 31/10/2019

OFFICIAL LETTER authorizing the merger of Scotiabank Inverlat, S

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- GOVERNMENT OF MEXICO.-

TREASURY.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.-

Banking, Securities and Savings Unit.- Official Letter No. UBVA/245/2019.

SCOTIABANK INVERLAT FINANCIAL GROUP, 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 XXXII of the Organic Law of the Federal Public Administration; 17 in relation to Articles 19, first and last paragraphs, and 20 of the Law to Regulate Financial Groups; in exercise of the powers conferred by Article 27, fractions X and 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 April 3, June 6 and 19, and July 24, all of 2019, "Scotiabank Inverlat Financial Group, S.A. de C.V.", "Scotiabank Inverlat, S.A., Multiple Banking Institution, Scotiabank Inverlat Financial Group" and "Globalcard, S.A. de C.V., SOFOM, E.R., Scotiabank Inverlat Financial Group", through their legal representative, requested authorization from this Ministry to carry out the following legal acts:

A.

The merger of "Scotiabank Inverlat, S.A., Multiple Banking Institution, Scotiabank Inverlat Financial Group", in its capacity as the surviving merging entity with "Globalcard, S.A. of C.V., SOFOM, E.R., Scotiabank Inverlat Financial Group" as the extinguished merged entity.

B.

Derived from the above:

(i)

The modification of Article Two of the Bylaws of that Financial Group to eliminate the reference to "Globalcard, S.A. de C.V., SOFOM, E.R., Scotiabank Inverlat Financial Group".

(ii)

The modification of the Single Responsibility Agreement that that Holding Company has entered into with the entities comprising the Financial Group, by virtue of the merger indicated.

It adds that the above has the purpose of streamlining internal operational processes by integrating the operations of "Globalcard, S.A. de C.V., SOFOM, E.R., Scotiabank Inverlat Financial Group" into "Scotiabank Inverlat, S.A., Multiple Banking Institution, Scotiabank Inverlat Financial Group", in order to:

• Reduce operational costs.

• Improve the process of handling client clarifications.

• Integrate processor interfaces, which would allow a substantial improvement in reporting and
  statistical models.

• Simplify portfolio management.

2.

Through official letters UBVA/DGABV/169/2019 and UBVA/DGABV/170/2019 of April 8, UBVA/DGABV/ 292/2019 and UBVA/DGABV/293/2019 of June 7, UBVA/DGABV/318/2019 and UBVA/DGABV/319/ 2019 of June 19, all of 2019, the Deputy General Directorate of Banking and Securities, attached to this Administrative Unit, in exercise of the attribution conferred by Article 28, fraction XXII of the Internal Regulations of this Ministry and based on the provisions of Articles 17, in relation to Article 19, last paragraph, and 20 of the Law to Regulate Financial Groups, requested the opinion of the Bank of Mexico and the National Banking and Securities Commission, respectively. Likewise, based on Article 28, fraction XXVIII of the Internal Regulations of this Dependency, through various UBVA/DGABV/171/2019, UBVA/DGABV/294/2019 and UBVA/ DGABV/320/2019, of April 8, June 7 and June 19, 2019, respectively, it requested the opinion of the Deputy General Directorate of Financial Analysis and International Linkage, attached to this Administrative Unit; and

CONSIDERING

I.

That the Bank of Mexico through official letter OFI002-106 received in this Administrative Unit on July 22 of 2019, expressed its favorable opinion in order for this Ministry to authorize what was requested.

II.

That the National Banking and Securities Commission through official letter 312-2/70153/2019 received in this Administrative Unit on July 9, 2019, expressed its favorable opinion in order for this Ministry to authorize and, if applicable, approve the acts subject of the request in question, in the terms of the proposal presented.

III.

That the Deputy General Directorate of Financial Analysis and International Linkage, through official letters UBVA/DGAAF/038/2019 and UBVA/DGAAFVI/041/2019 received on July 1 and 10, 2019, expressed that from a financial point of view it issues a favorable opinion to grant to the promoters the corresponding authorization.

IV.

That the authorization requests for the merger of "Scotiabank Inverlat, S.A., Multiple Banking Institution, Scotiabank Inverlat Financial Group", in its capacity as the surviving merging entity with "Globalcard, S.A. de C.V., SOFOM, E.R., Scotiabank Inverlat Financial Group" as the merged entity that is extinguished, and the approval of the modification of the bylaws and the Single Responsibility Agreement referred to in BACKGROUND 1 of this official letter, comply with the legal and administrative provisions applicable to the authorization procedures for the merger of two financial entities comprising the same Financial Group and the approval for the modification of bylaws and the Single Responsibility Agreement.

V.

That once the information and documentation presented by "Scotiabank Inverlat Financial Group, S.A. de C.V.", "Scotiabank Inverlat, S.A., Multiple Banking Institution, Grupo Financiero Scotiabank Inverlat" and "Globalcard, S.A. de C.V., SOFOM, E.R., Grupo Financiero Scotiabank Inverlat" has been analyzed, and after hearing the opinions of the Bank of Mexico and the National Banking and Securities Commission, it issues the following:

RESOLUTION

FIRST.-

The merger of "Scotiabank Inverlat, S.A., Multiple Banking Institution, Grupo Financiero Scotiabank Inverlat" is authorized, in its capacity as the surviving merging entity with "Globalcard, S.A. de C.V., SOFOM, E.R., Grupo Financiero Scotiabank Inverlat", in its capacity as the extinguished merged entity, in accordance with the terms provided in the drafts of Minutes of the Extraordinary General Meeting of Shareholders of those companies and of the respective merger agreement and program presented to this Administrative Unit.

"Scotiabank Inverlat, S.A., Multiple Banking Institution, Grupo Financiero Scotiabank Inverlat" must submit to this Administrative Unit, within twenty business days following the date on which such acts are verified, and in accordance with the terms of the proposal presented, the following instruments:

A.

Certified copy before a public notary of the 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 "Scotiabank Inverlat, S.A., Multiple Banking Institution, Grupo Financiero Scotiabank Inverlat" is recorded, in which its merger as the merging entity with "Globalcard, S.A. de C.V., SOFOM, E.R., Grupo Financiero Scotiabank Inverlat" is agreed, in its capacity as the extinguished merged entity.

B.

Certified copy before a public notary of the 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 "Globalcard, S.A. de C.V., SOFOM, E.R., Grupo Financiero Scotiabank Inverlat" is recorded, in which its merger as the merged entity with "Scotiabank Inverlat, S.A., Multiple Banking Institution, Grupo Financiero Scotiabank Inverlat" is agreed, as the merging entity.

This authorization is subject to the resolutive condition that no submission is made to this Ministry, of the proof of entry of the public deeds in which the merger in question has been agreed in the respective Public Registry of Commerce, within twenty business days following the date on which the present official letter is notified.

SECOND.-

The authorized merger will take effect from the date on which this authorization and the public instruments in which the General Assembly agreements regarding the merger are recorded, are registered in the corresponding Public Registry of Commerce, in accordance with the provisions of Article 19, first paragraph, of the Law to Regulate Financial Groups, and must inform this Ministry about the date and other data related to the cited registration, within a period of ten business days counted from the date on which it has been verified.

THIRD.-

This authorization and the merger agreements adopted by the respective Assemblies of Shareholders must be published in the Official Journal of the Federation in terms of what is provided in the second paragraph of Article 19 of the Law to Regulate Financial Groups, at the expense of "Scotiabank Inverlat, S.A., Multiple Banking Institution, Grupo Financiero Scotiabank Inverlat".

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

FOURTH.-

"Scotiabank Inverlat, S.A., Multiple Banking Institution, Grupo Financiero Scotiabank Inverlat" will be obliged to continue with the merger procedures and will assume the obligations of the merged entities from the moment the merger has been agreed.

FIFTH.-

In order for this Banking, Securities and Savings Unit to be able to approve the modification of the bylaws of "Scotiabank Inverlat Financial Group, S.A. de C.V.", as well as the Single Responsibility Agreement that that Holding Company has entered into with the financial entities comprising the financial group, it communicates that prior to their registration, it must submit, within twenty business days following the date on which they are carried out, and in accordance with the terms of the projects presented on April 3 and July 24, both of 2019, respectively, the following:

A.

First Testimony and three simple copies of the public deed in which the protocolization of the Minutes of the Extraordinary General Meeting of Shareholders of "Scotiabank Inverlat Financial Group, S.A. de C.V." is recorded, in which the modification of the second article of its bylaws and the Single Responsibility Agreement is agreed, in order to eliminate the reference to "Globalcard, S.A. de C.V., SOFOM, E.R., Grupo Financiero Scotiabank Inverlat", due to the aforementioned merger, and

B.

First Testimony and three simple copies of the public deed in which the protocolization of the Modification Agreement to the Single Responsibility Agreement is recorded, in order to contemplate what is stated in the previous subsection A.

SIXTH.-

In terms of what is established by 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, Grupo Financiero Scotiabank Inverlat" 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 in question and its respective agreement, authorized in Resolution First of this official letter.

This authorization is issued based on the information and documentation provided by "Grupo Financiero Scotiabank Inverlat, S.A. de C.V.", "Scotiabank Inverlat, S.A., Multiple Banking Institution, Grupo Financiero Scotiabank Inverlat" and "Globalcard, S.A. de C.V., SOFOM, E.R., Grupo Financiero Scotiabank Inverlat", and is limited exclusively to the acts and operations that, in accordance with the applicable provisions, fall within the competence of this Banking, Securities and Savings Unit and does not prejudge the carrying out of corporate acts that these companies carry out, which imply prior authorization or approval of financial, tax or any other authorities, in terms of the current regulations.

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

Sincerely

Mexico City, August 16, 2019. - The Head of the Unit, Juan Pablo Graf Noriega. - Initialled.

(R.- 488340)

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