Resolution Authorizing the Merger of Banco Santander Mexico, S.A. with Santander Vivienda, S.A. de C.V., SOFOM, E.R.

DOF: 18/12/2020

RESOLUTION authorizing the merger of Banco Santander Mexico, S.A., Multiple Banking Institution, Santander Mexico Financial Group, in its capacity as the surviving merging entity, with Santander Vivienda, S.A. de C.V., SOFOM, E.R., Santander Mexico Financial Group, as the extinguished merging entity.

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- FINANCE.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Unit of Banking, Securities and Savings.- Official Letter No. UBVA/081/2020.

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

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

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, first, second and last paragraphs and 20 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 November 12, 2019 and its extensions received on November 19, 2019 to clarify and restate its various requests and on February 24, 2020, "Santander Mexico Financial Group, S.A. de C.V.", "Banco Santander Mexico, S.A., Multiple Banking Institution, Santander Mexico Financial Group", and "Santander Vivienda, S.A. de C.V., SOFOM, E.R., Santander Mexico Financial Group", requested authorization from this Ministry to carry out:

The merger of "Banco Santander Mexico, S.A., Multiple Banking Institution, Santander Mexico Financial Group", in its capacity as the surviving merging entity, with "Santander Vivienda, S.A. de C.V., SOFOM, E.R., Santander Mexico Financial Group", as the extinguished merging entity, with the purpose of consolidating in a single financial entity the origination of mortgage credit, in accordance with an operational strategy to reduce costs, as well as to improve the financing capacity of the credit institution.

As a result of the above, obtain approval of:

a) The modification of Article Two of the Bylaws of that Financial Group, and

b) The modification of the Single Responsibility Agreement that that Controlling Company has entered into with the entities comprising the Financial Group.

II.

By various official letters UBVA/DGABV/708/2019 and UBVA/DGABV/709/2019, dated November 20, 2019, as well as UBVA/DGABV/104/2020 and UBVA/DGABV/105/2020, dated February 25, 2020, the Deputy General Directorate of Banking and Securities attached to this Administrative Unit, requested the opinions of the Bank of Mexico and the National Banking and Securities Commission, respectively.

III.

Likewise, by various UBVA/DGABV/710/2019 of November 20, 2019, and UBVA/DGABV/106/2020 of February 25, 2020, 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 by official letter OFI002-251 dated June 25, 2020, 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;

2. That by official letter 312-3/0115/2020 of March 27, 2020, the National Banking and Securities Commission through the General Directorate of Authorizations to the Financial System and the Deputy General Directorates of Groups and Financial Intermediaries A-1 and of Groups and Financial Intermediaries A-4, expressed a favorable opinion so that this Ministry authorizes what was requested in terms of the proposal presented;

3. That by official letter UBVA/DGAAFVI/043/2020 of March 31, 2020, the Deputy General Directorate of Financial Analysis and International Linkage, expressed that, from a financial point of view, it issues a favorable opinion to grant the applicants the corresponding authorization;

4. That the applicant companies demonstrated full compliance with the requirements established by Articles 17 and 20 of the Law to Regulate Financial Groups, to request authorization and approval from this Ministry to carry out the legal acts described in Background I of this letter, which were attached to the respective file;

5. That once the analysis of the documentation presented by the applicant companies in compliance with Articles 17 and 20 of the Law to Regulate Financial Groups was carried out, and after hearing the opinions of the consulted bodies, in terms of the proposal presented, no legal, accounting, financial or operational impediments are observed regarding the feasibility of the merger in question;

6. That in terms of the proposal presented, the separation procedure provided for in Article 16 of the Law to Regulate Financial Groups is not applicable to the extinguished merging financial entity; and

7. That the request for authorization for the merger of "Banco Santander Mexico, S.A., Multiple Banking Institution, Santander Mexico Financial Group", in its capacity as the surviving merging entity, with "Santander Vivienda, S.A. de C.V., SOFOM, E.R., Santander Mexico Financial Group", as the extinguished merging entity, referred to in BACKGROUND I of this letter, complies with the legal and administrative provisions applicable to authorization procedures for the merger of two financial entities comprising the same Financial Group;

Consequently, the following is issued:

RESOLUTION

FIRST.-

The merger of "Banco Santander Mexico, S.A., Multiple Banking Institution, Santander Mexico Financial Group", in its capacity as the surviving merging entity, with "Santander Vivienda, S.A. de C.V., SOFOM, E.R., Santander Mexico Financial Group", as the extinguished merging entity, is authorized, in accordance with the terms provided in the respective drafts of the Minutes of the Extraordinary General Meeting of Shareholders, of the Agreement and Program of Merger presented to this Administrative Unit; subject to the condition provided in the RESOLUTIVE THIRD of this letter.

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 Mexico Financial Group" is obliged and must continue with the merger procedures, and from the moment the merger is agreed upon, it will assume the obligations of the merging entity.

SECOND.-

"Banco Santander Mexico, S.A., Multiple Banking Institution, Santander Mexico Financial Group" must present to this Administrative Unit, within the forty business days following that on which they are recorded before a public notary in terms of 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 Meeting of Shareholders of "Banco Santander Mexico, S.A., Multiple Banking Institution, Santander Mexico Financial Group" is recorded, in which its merger as merging entity of "Santander Vivienda, S.A. de C.V., SOFOM, E.R., Santander Mexico Financial Group", which is extinguished, is agreed.

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 Vivienda, S.A. de C.V., SOFOM, E.R., Santander Mexico Financial Group" is recorded, in which its merger as merging entity in "Banco Santander Mexico, S.A., Multiple Banking Institution, Santander Mexico Financial Group", as merging entity, is agreed.

THIRD.-

The authorization granted in RESOLUTIVE FIRST of this letter is subject to the following resolutive conditions:

a) That the Extraordinary General Meeting of Shareholders of "Banco Santander Mexico, S.A., Multiple Banking Institution, Santander Mexico Financial Group" does not agree to its merger or does so in terms different from the proposal presented to this Ministry, within the deadline that will expire on the last business day of 2020;

b) That the Extraordinary General Meeting of Shareholders of "Santander Vivienda, S.A. de C.V., SOFOM, E.R., Santander Mexico Financial Group" does not agree to its merger or does so in terms different from the proposal presented to this Ministry, within the deadline that will expire on the last business day of 2020; or

c) That the public deeds indicated in items A. and B. of RESOLUTIVE SECOND of this letter are not filed with the Public Commerce Registry for their registration, within the twenty business days counted from the day following that on which the corresponding public deeds are granted; or in its case, counted from the date on which it is possible to file them taking into account the suspension of procedures, deadlines and activities derived from the health contingency of SARS Co-V2.

In view of the above, "Banco Santander Mexico, S.A., Multiple Banking Institution, Santander Mexico Financial Group" must present to this Administrative Unit, a simple copy of the receipts of filing with the Public Commerce Registry of the public deeds indicated in items A. and B. of RESOLUTIVE SECOND of this letter, within the ten business days following that on which they have been filed with the corresponding Registry.

FOURTH.-

The authorized merger will take full effect from the date on which this authorization and the respective public instruments in which the agreements of the General Meetings regarding the merger are recorded, are registered in the Public Commerce Registry, in accordance with what is provided in 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 in which the date and other data regarding the respective registrations are recorded, within the deadline of ten business days counted from the business day following that on which they have been verified.

FIFTH.-

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

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

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, "Banco Santander Mexico, S.A., Multiple Banking Institution, Santander Mexico Financial Group" must inform through the Portal of the Registry of Providers of Financial Services (SIPRES) in charge 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 RESOLUTIVE FIRST of this letter.

SEVENTH.-

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 Mexico Financial Group, S.A. de C.V.", as well as of the Single Responsibility Agreement that that Controlling Company has entered into with the financial entities comprising the financial group, it communicates that prior to the registration of the instruments in which such legal acts are recorded in the Public Commerce Registry, that Financial Group must send, within the twenty business days following that on which such acts are formalized and under the terms of the projects presented to this Administrative Unit- the following documents:

A. The 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 "Santander Mexico Financial Group, S.A. de C.V." is recorded, in which, as a result of the merger authorized in RESOLUTIVE FIRST of this letter, it is agreed (i) the modification of Article Two of its bylaws and (ii) the modification of the Single Responsibility Agreement.

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, on account of the merger to which reference has been made.

EIGHTH.-

The deadlines established in this letter may be extended or modified by this Unit of Banking, Securities and Savings, provided that there is a justified cause due to the health contingency derived from SARS Co-V2.

This authorization is issued based on the information and documentation provided by the applicant companies; likewise, it is limited exclusively to the acts and operations that, in accordance with the applicable provisions, it is competent for this Unit of Banking, Securities and Savings to resolve and does not prejudge the tax implications of the operations subject to this authorization, nor regarding the carrying out of any corporate act that is carried out by the persons involved, which implies the prior authorization or approval of the financial, tax or any other authorities, in terms of the 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 business, I take the opportunity to send you a cordial greeting.

Sincerely

Mexico City, August 28, 2020.- The Head of the Unit, Jorge Melendez Barrón.- Rubric.

(R.- 501826)

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