Banco Santander Mexico S A Institución de Banca Múltiple Grupo Financiero Santander Mexico : BSMX – Additional Information of the Special Shareholders' Meeting (Financial Statements Banco Santander - June 2020)

BANCO SANTANDER MÉXICO, S.A.,

INSTITUCIÓN DE BANCA MÚLTIPLE,

GRUPO FINANCIERO SANTANDER MÉXICO.

GENERAL EXTRAORDINARY SHAREHOLDERS' MEETING

SEPTEMBER 30, 2020

We hereby inform shareholders of the details of the matters to be discussed at the General Extraordinary Shareholders' Meeting in accordance with the Agenda published in the corresponding call made on September 1, 2020.

ITEM I

Discussion and, if applicable, approval to carry out the merger of Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander Mexico, as the surviving company, with Santander Vivienda, S.A. de C.V., SOFOM, E.R., Grupo Financiero Santander Mexico, as well as the approval of the plan of merger and merger agreement, and approval of the financial statements of the Company, based on which the merger is intended to take place.

It will be submitted for approval the merger by absorption of Banco Santander México, S.A., Institución de Banca Multiple, Grupo Financiero Santander México, as the surviving company, with Santander Vivienda, S.A. de C.V., SOFOM, E.R., Grupo Financiero Santander México.

In this regard, it is informed that the purpose of that merger is to consolidate the origination of mortgage credit into a single financial institution. For this reason, the implementation of corporate mechanisms through which Banco Santander México, S.A., Institución de Banca Multiple, Grupo Financiero Santander México will definitively absorb the business of Santander Vivienda, S.A. de C.V., SOFOM, E.R., Grupo Financiero Santander México is required.

It will be proposed for approval the contents of the plan of merger, which includes the various stages, corporate acts and authorizations of the relevant authorities, which are necessary for the merger to be carried out, as well as the contents of the merger agreement, to which such a process is subject.

The draft of the plan of merger and the draft merger agreement are available to Shareholders at the following link: https://www.santander.com.mx/ir/asambleas/

It will be proposed for approval of the Shareholders that the financial statements that will serve as the basis for merger are the audited financial statements of Banco Santander México, S.A., Institución de Banca Multiple, Grupo Financiero, with figures as of December 31, 2019, which will be updated and adjusted to the amounts actually obtained on the date on which the merger takes effect, for the purposes of Article 17 of the Ley para Regular las Agrupaciones Financieras.

The audited financial statements of Banco Santander México, S.A., Institución de Banca Multiple, Grupo Financiero, with figures as of December 31, 2019 are available to Shareholders at the following link:https://www.santander.com.mx/ir/pdf/10_info_financiera_edos_financieros _dictaminados/2019/EEFF_Banco_Santander_Mexico_2019.pdf

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It will be proposed for approval that, once the authorization of the Secretaria de Hacienda y Crédito Público has been granted in accordance with Article 17 of the Ley para Regular las Agrupaciones Financieras, the merger will be effective between the parties for tax and accounting purposes at the end of September 30, 2020, and before third parties on the same day that the public instruments that contain the corresponding merger agreements and the corresponding authorization have been duly registered in the Registro Público de Comercio, as provided for in Article 19 of the Ley para Regular las Agrupaciones Financieras.

It will be informed that considering that Banco Santander México, S.A., Institución de Banca Multiple, Grupo Financiero Santander México is currently the shareholder of 99.99998% of the shares representative of the share capital of Santander Vivienda, S.A. de C.V., SOFOM, E.R., Grupo Financiero Santander México, and that the latter company will be extinguished as a result of the merger, such circumstance results in the material and legal impossibility for Banco Santander México, S.A., Institución de Banca Multiple, Grupo Financiero Santander México to perform an exchange of the shares, since these shares are already integrated into the assets of the merger.

By virtue of the value of the stake of Banco Santander México, S.A., Institución de Banca Multiple, Grupo Financiero Santander México in the share capital of Santander Vivienda, S.A. de C.V., SOFOM, E.R., Grupo Financiero Santander México, the share capital will be absorbed entirely by the merger, and will not increase the share capital of Banco Santander México, S.A., Institución de Banca Multiple, Grupo Financiero Santander México, as this would lead to redundancy.

It will be informed of the intention of the shareholder Gesban México Servicios Administrativos Globales, S.A. de C.V., to waive, at the time of subscription of the corresponding merger agreement, its right to receive in exchange for the shares it holds of Santander Vivienda, S.A. de C.V., SOFOM, E.R., Grupo Financiero Santander México any shares of the share capital of Banco Santander México, S.A., Institución de Banca Multiple, Grupo Financiero Santander México, which right it may have in connection with the merger.

It will be proposed that the powers and faculties granted by Santander Vivienda, S.A. de C.V., SOFOM, E.R., Grupo Financiero Santander México to its officials, employees and external professional service providers, remain in force and have full legal effects, replacing itself in the figure of the client or power of Banco Santander México, S.A., Institución de Banca Multiple, Grupo Financiero.

It will be informed that as a result of and by virtue of the merger, from the date on which the merger takes effect, the following shall take place:

1. Santander Vivienda, S.A. de C.V., SOFOM, E.R., Grupo Financiero Santander México as the merged company that will be extinguished, will transmit each and every right, goods, contracts, agreements, assets, liabilities, shares, privileges and guarantees, and everything that is in fact and by law part of its assets, to Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México, which will absorb each and every asset and liability of Santander Vivienda, S.A. de C.V., SOFOM, E.R., Grupo Financiero Santander México as the merged entity and that all the assets and rights of Santander Vivienda, S.A. de C.V., SOFOM, E.R., Grupo Financiero Santander México shall be extinguished and acquired universally, and Banco Santander México, S.A., Institución

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de Banca Múltiple, Grupo Financiero Santander México shall be subrogated to all the rights and obligations of the merged company and shall pay all debts of the merged company in accordance with the terms of the agreements with the respective creditors.

Pursuant to article 17 third paragraph of the Ley para Regular las Agrupaciones Financieras, de Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México, as the company that survives the merger, will be obligated to continue the merger procedures and will assume the obligations of Santander Vivienda, S.A. de C.V., SOFOM, E.R., Grupo Financiero Santander México from the moment the merger has been approved, subject to authorization from the Secretaria de Hacienda y Crédito Público

1. In compliance with Article 19 of the Ley para Regular las Agrupaciones Financieras, the authorization granted by the Secretaria de Hacienda y Crédito Público to carry out the merger, as well as the agreements adopted by the Assembly in regard to the merger and for the following 90 days from its publication, shall be published in the Diario Oficial de la Federación (Official Gazette), for the sole purpose of obtaining payment of its credits, without suspending the merger.
2. As a result of the merger Santander Vivienda, S.A. de C.V., SOFOM, E.R., Grupo Financiero Santander México will be eliminated as a financial entity member of Grupo Financiero Santander México, S.A. de C.V., with the consequent amendment to the Responsibilities Agreement signed between the Company and its financial entities, with such actions subject to the condition that the Secretaria de Hacienda y Crédito Público grants the authorization to carry out the merger.
3. In compliance with the provisions of Articles 19 of the Ley para Regular las Agrupaciones Financieras and 223 of the Ley General de Sociedades Mercantiles, the publications of the merger agreements and balance sheet that serve as basis for the merger will be made in the Electronic Publications System established by the Secretaria de Economia, and the public instruments are registered before the Registro Público de Comercio, the authorization of the Secretaría de Hacienda y Crédito Público and merger agreements, in the terms of Article 19, shall also be published in the Diario Oficial de la Federación (Official Gazette).

ITEM II

Granting of special powers to formalize the agreements adopted at the Meeting, including the execution of the merger agreement, as well as to carry out the necessary registrations in the Public Registry of Commerce of the corporate domicile and publish the necessary announcements.

It will be proposed for approval the granting of special powers to Mr. Héctor Grisi Checa, Mr. Fernando Borja Mujica and Ms. Rocío Erika Bulhosen Aracil, in order to formalize all the agreements adopted by the Meeting in relation to the merger process, including the execution of the merger agreement, as well as to carry out the appropriate registrations in the Registro Público de Comercio of Mexico City and to publish the necessary announcements.

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ITEM III

Designation of special delegates to formalize and carry out the resolutions adopted at the Meeting.

It will be proposed to authorize Mr. Héctor Blas Grisi Checa, Mr. Fernando Borja Mujica and Ms. Rocío Erika Bulhosen Aracil, so that any of them, individually or through the persons they may delegate, may carry out all and every one of the filings and procedures that may be necessary with the competent authorities in order to obtain the corresponding authorizations for the fulfillment of the resolutions adopted by the Meeting. Likewise, it will be proposed to appoint them as Special Delegates of the Meeting on behalf of the Company so that any of them, individually, may appear before a Notary Public of their choice to formalize the content of these minutes and, if they consider it convenient, to prepare, execute and file the notices required by any authority.

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