BANCO SANTANDER MEXICO, S.A.,

INSTITUCIÓN DE BANCA MULTIPLE, GRUPO FINANCIERO SANTANDER MEXICO

CALL

The Board of Directors of Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México, pursuant to Articles 182, 183 y 186 of the Mexican General

Corporations Law ("Ley General de Sociedades Mercantiles") and the corporate bylaws, hereby calls Series "F" and Series "B" shareholders to attend the General Extraordinary Shareholders'

Meeting to be held at 12:00 p.m. on April 20, 2021 at the company's headquarters located at Prolongación Paseo de la Reforma 500, Lomas de Santa Fe, Álvaro Obregón, Mexico City, 01219, Mexico, to discuss the following:

AGENDA

  • I. Proposal for the Company to issue Capital Securities in the form of perpetual, subordinated non-preferred, contingent convertible notes that may be converted into ordinary shares of Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México, to be offered abroad in accordance with the requirements established in Appendix 1-R of CNBV's "General Rules for Banking Institutions" ("Disposiciones de Carácter

    General Aplicables a las Instituciones de Crédito") and other applicable provisions of the Mexican Banking Institutions Law ("Ley de Instituciones de Crédito"), as well as the authorization the Mexican Central Bank grants for that purpose.

  • II. Proposal to increase the Company's share capital by the issuance of treasury stock, in order to cover the possible conversion into equity of the Capital Securities referred to in the previous item, in which case Article 132 of the Mexican General Corporations Law ("Ley General de Sociedades Mercantiles") will not be applicable.

  • III. Proposal to amend the Company's bylaws.

  • IV. Designation of special delegates to formalize and fulfill the resolutions adopted at the

    Shareholders' Meeting.

In order to attend the Meeting, Shareholders must present their Admission Card, which they can obtain at the office of the Secretary of the Board' located at Prolongación Paseo de la Reforma 500, second level, module 207, Lomas de Santa Fe, Álvaro Obregón, Mexico City, 01219, Mexico.

The Secretary of the Board will provide Admission Cards to shareholders upon presentation of the deposit certificate issued by S.D. Indeval, Institución para el Depósito de Valores, S.A. de C.V., complemented, if applicable, by the list of holders of the deposited shares. Shareholders must also submit a copy of their taxpayer identification card, pursuant to Article 27 of the Mexican Federal Tax Code ("Código Fiscal de la Federación").

The Shareholders' Registry will close two business days before the date of the Shareholders'

Meeting.

Shareholders can appoint a proxy by means of a power of attorney to represent them at the Meeting, using the forms prepared by the Company in accordance with the terms established in

Article 16 of the Mexican Banking Institutions Law ("Ley de Instituciones de Crédito"). These forms will be available to shareholders as of the date hereof at the Secretary of the Board's office, located in the domicile previously stated, so they may collect them and deliver them to their representatives.

Mexico City, March 16, 2021.

_____________________________

Lic. Fernando Borja Mujica

Secretary of the Board

Attachments

  • Original document
  • Permalink

Disclaimer

Banco Santander (México) SA Institución de Banca Múltiple Grupo Financiero published this content on 16 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 March 2021 02:51:06 UTC.