Overview On November 27, 2018, Republic Financial Holding Limited (RFHL) announced its agreement to acquire Scotiabank’s banking operations in Guyana, St. Maarten and the Eastern Caribbean territories, including Anguilla, Antigua and Barbuda, Dominica, Grenada, St. Kitts and Nevis, St. Lucia and St. Vincent and the Grenadines (subject to all regulatory and other customary approvals and conditions). To address the considerable interest generated by this announcement, a compilation of possible questions and responses regarding the proposed acquisition are included below. Who is Republic Financial Holdings (RFHL) and what is your vision? RFHL is the parent company of the Republic Group. The Republic Group has a 182-year-long history of continual financial growth, personal and professional development and successful collaboration with Caribbean communities to bring about positive change. Engaged in a wide range of banking and financial services in the Caribbean and Ghana, the Group has an extensive branch network comprising a total of 117 branches, 295 ATMs and 5,574 employees across the jurisdictions in which it maintains an active service footprint. We have both a long and strong relationship with many global correspondent banks, a testament to the trust and confidence held in the group. Our vision to continue to pursue expansion opportunities in the Caribbean is but one example of our commitment to the region. We purposefully seek opportunities in countries where our unique approach to financial services can make a meaningful difference. Where are the Group's other Jurisdictions? Our current jurisdictions are: Barbados Ghana Grenada Guyana Suriname Trinidad & Tobago What is the rationale behind RFHL's proposed acquistion of Scotiabank's EC/Guyana/St. Maarten operations? This acquisition is aligned with our efforts to diversify the Group’s income generating base, provide increased business opportunities for our clients across the territories in which we operate and further expand job prospects for our staff. As a regional leader in banking, we are continuously looking for new opportunities to expand our Group’s growth trajectory. This proposed acquisition, in addition to the Group’s recent purchase of a majority interest in Cayman National Corporation in the Cayman Islands, is consistent with our philosophy of expansion through organic growth. Bringing the BNS operations under the RFHL umbrella will create stronger economies in the respective countries, enrich career advancement opportunities for the staff of these operations, increase business opportunities for clients across the region and support stronger, more resilient societies overall. Why would RFHL choose to acquire operations that Scotia Bank does not want? We believe we can add a lot of value to the impacted territories. Two of them are very well known to us, the other seven are new territories, but the combination of our products, services and incredible staff will enable us to do as well as – if not better than! – Scotiabank in these jurisdictions. Furthermore, the scale of our two operations is considerably different and helps to explain our contrasting interests in and approaches to these territories. Scotiabank’s global asset base is CAN $998 billion, their annual revenue is CAN $29 billion and their annual profit is CAN $9 billion. RFHL’s asset base if US $10.5 billion, our annual revenue is US $750 million and our annual profit is US $198 million. US $2.5 billion in assets is 20% of our total but less and 0.2% of Scotiabank’s total. To be sure, we could do exactly the same thing they do and the impact for us (our staff, shareholders and customers) would be far greater than it would be for them. Why did BNS sell these identified operations? It is a strategic move on the part of BNS. Will the Group be purchasing more of BNS' operations? We have no plans to do so at this time. Has the RFHL group done this before? We have a successful track record for mergers and acquisitions and of adding value to acquired subsidiaries for our customers and other stakeholders. Our first acquisition (of at least a majority interest) occurred in 1992 with the purchase of NCB Grenada; in 1997 we acquired Bank of Commerce in Trinidad & Tobago; in 1997 we acquired NBIC in Guyana (and, subsequently, the assets and liabilities of GNCB in 2003); in 2003 we acquired BNB in Barbados; in 2012 we acquired HFC Bank in Ghana; in 2015 we acquired Royal Bank in Suriname. The Group has also acquired smaller holdings in other entities, many of which have increased in value along the way. We have a successful track record for mergers and acquisitions and of adding value to acquired subsidiaries for our customers and other stakeholders. Our first acquisition (of at least a majority interest) occurred in 1992 with the purchase of NCB Grenada; in 1997 we acquired Bank of Commerce in Trinidad & Tobago; in 1997 we acquired NBIC in Guyana (and, subsequently, the assets and liabilities of GNCB in 2003); in 2003 we acquired BNB in Barbados; in 2012 we acquired HFC Bank in Ghana; in 2015 we acquired Royal Bank in Suriname. The Group has also acquired smaller holdings in other entities, many of which have increased in value along the way. How will the acquistion be financed? The total sum being paid to Scotiabank is US $123 million. This consists of US $25 million being paid for the purchase of a bank and a premium of US $98 million being paid for the assets and liabilities being acquired. Financing will be facilitated through a combination of the Group’s internal cash resources and funds sought from the capital markets and/or borrowing from international financial institutions. What will happen to Scotiabank employees as a result of the acquistion? We have given a commitment that we will retain all of Scotiabank’s current employees in the operations we acquire. We expect that the growth opportunities in these territories will enable these individuals to remain employees of the Group. What is your response to the concerns raised over RFHL's market dominance and over-concentration of the Group's services? The 2 territories for which there may be some concerns are Guyana and Grenada where we have combined market shares of approximately 50%. This is an issue which will be addressed with the financial regulators in both jurisdictions. We are confident that when the total market share numbers are disaggregated by sector (that is, government, commercial and personal) the concentration concerns will be largely mitigated. Furthermore, there should be no concerns in any of the other territories where we propose to acquire operations, as we do not currently have a presence in those jurisdictions. Why didn't RFHL notify government and regulatory authorities before announcing the acquistion? It is very difficult to give prior notice of a transaction of this nature because maintaining the confidentiality of and confidence in the banks involved is so very important. It is also difficult to announce a transaction that has not yet been confirmed between the partners. It is important to note that (as indicated in our announcement) government and regulatory approval was always a condition of the transaction. We are confident that once the relevant authorities are given the opportunity to review all the information regarding the proposed transaction they will appreciate how the proposed acquisition can benefit their people and their economies. What value will this proposed acquistion bring to the impacted territories? RFHL has a proven track record of adding value to the markets we enter. If approved, the proposed acquisition will allow existing customers of Scotiabank to enjoy access to an enhanced customer service experience, products and services and entrée to our Group’s wealth of banking experience. RFHL’s entry into these markets will also provide job stability as Scotiabank’s existing staff in the various territories will retain their employment. Our expansion philosophy is based on a developmental approach that ensures strong local input, strong local knowledge and strong local influence on the decision-making process. RFHL is a socially responsible corporate citizen. We believe it is our duty to add value to the communities in which we operate from a social as well as a commercial perspective. When it comes to social investment across the region, our Power to Make a Difference programme is second to none. How long will it take to acquire regulatory approvals? This process usually takes several months. At this time, we cannot predict the length of the review and approval processes with certainty.