Scotiabank Proposes to Acquire Scotia Group Jamaica Limited

Scotiabank announced that it has made a proposal to acquire all of the shares of Scotia Group Jamaica Limited that it does not currently own and transition to a wholly-owned privately held entity. The proposed transaction is part of Scotiabank's strategy to optimize capital and operational efficiency across its existing footprint. In connection with the proposed transaction, SGJL announced that, based on the unanimous recommendation of a committee of independent directors of the board of directors of SGJL, it has entered into a definitive arrangement agreement with its majority shareholder, Scotiabank Caribbean Holding Limited, whereby all of the issued and outstanding shares of SGJL that SCHL does not currently own will be repurchased, subject to approval of SGJL's minority shareholders. The proposed transaction will be undertaken by way of a court-approved Scheme of Arrangement under the Companies Act, 2004 in Jamaica. It is expected that SGJL will hold a meeting of the minority shareholders to consider and vote on the proposed transaction in the coming months. If approved at the meeting, the proposed transaction is expected to close in the fourth calendar quarter of 2026, subject to court approval and other customary closing conditions. Following completion of the proposed transaction, the SGJL shares are expected to be de-listed from the Jamaica Stock Exchange. The total cash consideration being offered to minority shareholders is approximately C$0.5B and the CET1 ratio impact at closing is estimated to be approximately 5 basis points.