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Scotia Group Jamaica Limited Scheme of Arrangement Approved by Shareholders
Kingston, Jamaica – October 7, 2026 — Shareholders of Scotia Group Jamaica Limited (“SGJL”) at court convened meetings held today at the AC Hotel by Marriott in Kingston, voted in favour of the Scheme of Arrangement effecting the proposed privatization transaction involving Scotiabank Caribbean Holdings Limited (“SCHL”).
The approval represents an important milestone in the proposed transaction, under which minority shareholders would receive J$75.00 per ordinary stock unit held, representing an approximately 38 per cent premium to the 30-trading-day volume-weighted average trading price of SGJL shares on the Jamaica Stock Exchange as at June 11, 2026, the last trading day before the transaction was announced.
Voting was conducted by the Registrar, Jamaica Central Securities Depository. PWC Corporate Services (Jamaica) Limited who acted as scrutineers for the meeting have indicated that based on their preliminary report at the meeting of the SGJL Minority Stockholders ~77% of shareholders voting in person or by proxy, representing ~97% of the ordinary stock units (overwhelmingly) voted in favour of the transaction. At a separate court convened meeting SCHL voted in favour of the Scheme.
The transaction remains subject to the Court’s approval and other customary closing conditions and, if these are satisfied, is expected to close in the fourth calendar quarter of 2026.
Jabar Singh, President, Scotiabank Dominican Republic and the Caribbean, said:
“Today’s shareholder support marks an important milestone and validates the strength of the proposal we put forward. This is a decisive statement of the Caribbean’s strategic importance to Scotiabank and of our confidence in Jamaica’s long-term future. Jamaica is a priority market, and we will continue investing in our business, our people and the communities we serve.”
Audrey Tugwell Henry, President and CEO of Scotia Group Jamaica, said the focus of the local business remains firmly on its clients, employees and the communities it serves.
“We are thankful to all of our shareholders for the support they have shown to us over the years. As we move through the next phase of this process, we will complete the Scheme of Arrangement and finalize the transaction with our minority shareholders. Scotia has been part of the business landscape for more than 137 years and our commitment to Jamaica remains unwavering. We will continue strengthening the client experience, supporting our employees and contributing to our communities and the development of Jamaica.”
Further information on the transaction and next steps will be communicated to shareholders and the public via publications on the Jamaica Stock Exchange’s website https://www.jamstockex.com/ and on our website under the Investor Relations tab https://jm.scotiabank.com/about-scotiabank/investor-relations.html.
About Scotia Group Jamaica Limited
Scotiabank is proud to be the leading banking group in the Caribbean, with operations across eight countries through a network of branches, subsidiaries and affiliates. Its offering includes a broad range of financial products and services, spanning personal, commercial and small business banking, wealth management, insurance, and mortgages. In Jamaica, The Bank of Nova Scotia has been operating since 1889 and has approximately 1,800 employees and 28 branches.
As at October 31, 2025, SGJL had JMD$774 billion in assets.
About Scotiabank
Scotiabank's vision is to be our clients' most trusted financial partner and deliver sustainable, profitable growth. Guided by our purpose: "for every future," we help our clients, their families and their communities achieve success through a broad range of advice, products, and services, including personal and commercial banking, wealth management and private banking, corporate and investment banking, and capital markets. With assets of approximately $1.5 trillion (as at July 31, 2026), Scotiabank is one of the largest banks in North America by assets, and trades on the Toronto Stock Exchange (TSX: BNS) and New York Stock Exchange (NYSE: BNS). For more information, please visit http://www.scotiabank.com and follow us on X @Scotiabank.