Scotia Group Jamaica Limited Scheme of Arrangement Sanctioned by Supreme Court

Formal Court Order

Audrey Tugwell Henry,
President and CEO of SGJL

Jabar Singh,
President, Scotiabank Dominican Republic and the Caribbean


Kingston, Jamaica – [October 30], 2026 - The Supreme Court of Judicature of Jamaica has sanctioned Scotia Group Jamaica Limited’s (“SGJL”) previously announced Scheme of Arrangement (the “Scheme”) effecting the privatization transaction involving Scotiabank Caribbean Holdings Limited (“SCHL”), SGJL’s majority shareholder. The Court Order sanctioning the Scheme was filed with the Registrar of Companies on October 30, 2026 (the “Effective Date”) and, accordingly, the Scheme is now effective.

Jabar Singh, President, Scotiabank Dominican Republic and the Caribbean, welcomed the Court’s decision, describing it as an important milestone that reinforces Scotiabank’s confidence in Jamaica and its long-term commitment to the market.

“The Court’s sanction marks the successful conclusion of an important process and reinforces Scotiabank’s long-term commitment to Jamaica. This transaction reflects our confidence in the strength of the Jamaican market and its continued growth potential. As we enter this new chapter, our focus remains on investing in our business, accelerating innovation and delivering greater value to our clients, employees and the communities we serve.”

Audrey Tugwell Henry, President and CEO of SGJL, expressed appreciation to shareholders for their longstanding support, while reaffirming the Group’s enduring commitment to Jamaica.

“This is a significant milestone in our journey, and we are grateful to our shareholders for the trust and confidence they have placed in us over the years. While this transaction represents a change in our ownership structure, what remains unchanged is our commitment to Jamaica and to our clients, employees and communities who have been part of our story for more than 137 years. We look forward to building on that legacy, strengthening our relationships and continuing to support the growth and development of Jamaica.”

Pursuant to the Scheme, minority shareholders will receive J$75.00 per stock unit held and payments will be dispatched within ten (10) business days after the Effective Date, which is the date that the final court order sanctioning the Scheme is filed at the Companies Office of Jamaica (the “Settlement Date”). Minority shareholders who have delivered a valid Currency Election Form prior to the election deadline of 2:00 p.m. (Jamaica time) on October 30, 2026, will receive payment in United States dollars by wire transfer, converted at the weighted average selling rate of United States dollars published by the Bank of Jamaica three (3) business days before the Settlement Date. All other minority shareholders will receive payment in Jamaican dollars in accordance with the payment mandates existing at the Registrar, Jamaica Central Securities Depository Limited, for such shareholder.

As of the Effective Date, minority shareholders cease to have any rights as holders of SGJL stock units, other than the right to receive the consideration payable under the Scheme.

Completion of the Scheme was conditional upon approval by the requisite majorities of SGJL shareholders at the court convened meetings and the sanction by the Supreme Court of Judicature of Jamaica. At the meeting of SGJL minority shareholders held on October 7, 2026, 80.16 % of minority shareholders voting in person or by proxy, representing 97.70 % of the SGJL stock units, voted in favour of the Scheme. At a separate court convened meeting, SCHL voted in favour of the Scheme. Following the completion of the Scheme, SCHL expects to apply to de-list the SGJL stock units from the Jamaica Stock Exchange.

Stockholder Questions and Assistance

Minority shareholders who have questions regarding their payment may contact SGJL’s Registrar and Paying Agent, Jamaica Central Securities Depository Limited, 40 Harbour Street, Kingston, Jamaica, at (876) 967-3271 or by email at jcsdrs@jamstockex.com. Minority shareholders who hold their SGJL stock units through a broker or other intermediary should contact that intermediary for assistance.