Authorization for Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa, to organize and operate as an insurance institution in the suretyty branch

DOF: 09/07/2018

OFFICE LETTER through which authorization is granted to Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa, to organize and operate as an insurance institution in the suretyty branch.

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- Ministry of Finance and Public Credit.- National Commission of Insurance and Suretyty.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-Advisory Directorate.- File C00.411.13.1.7/2"17".- Office No. 06-C00-41100/30642.

SUBJECT:

Authorization is granted to Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa, to organize and operate as an insurance institution.

FIANZAS GUARDIANA INBURSA, S.A.

GRUPO FINANCIERO INBURSA

(In the process of transformation into Inbursa Seguros de Caución y Fianzas, S.A.)

Paseo de las Palmas 750, Floor (-1) Col. Lomas de Chapultepec Miguel Hidalgo 11000, Mexico City

Attention: Lic. Alfredo Ortega Arellano Attorney-in-fact and General Director

The Federal Government through the National Commission of Insurance and Suretyty, and with the prior Agreement of its Board of Directors, based on articles 90 of the Political Constitution of the United Mexican States; 17 and 31, section VIII, of the Organic Law of the Federal Public Administration; 2nd, subsection D, section III, of the Internal Regulations of the Ministry of Finance and Public Credit; 11, 12, 25, section III, subsection g), and last paragraph, 26, last paragraph, 36, 41, sections II to V, 42, 47, 369, section II, 370, last paragraph, and 372, section XLI, of the Law of Insurance and Suretyty Institutions, in Dispositions 2.1.1. to 2.1.3., in Chapters 39.1 and 39.6 and in Annex 2.1.3-g. of the Single Insurance and Suretyty Circular; as well as in articles 6 and 9 of the Internal Regulations of the National Commission of Insurance and Suretyty, issues the following resolutions indicated below, in attention to the following Background and Considerations:

BACKGROUND

Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa, was authorized by the Ministry of Finance and Public Credit to organize and function as a suretyty institution, through Office 102-E-366-DGSV-I-C-a-5667 of December 31, 1991. This authorization was last modified through Office 06-C00-41100/42985 of July 26, 2017, published in the Official Gazette of the Federation on September 5, 2017.

Through a letter dated April 12, 2017, Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa, through its legal representative, Lic. Alfredo Ortega Arellano, requested authorization from this Commission to organize and operate as an insurance institution in the suretyty branch, which would include the practice of suretyty lines and sub-lines currently operated.

Likewise, through the letter of April 30, 2017, received by this Decentralized Body on May 30 of the same year, Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa, through its legal representative Lic. Alfredo Ortega Arellano, presented various complementary documentation and information to the aforementioned request.

The request described in Background 2 was submitted to the consideration of the Board of Directors of this Commission in its session 198 of December 14, 2017, with the prior favorable opinion of the Authorizations Committee, which agreed as follows:

"SINGLE.- GRANT authorization to Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa, to organize and operate as an insurance institution, in the suretyty branch which also includes the practice of suretyty lines and sub-lines, in terms of article 42 of the Law of Insurance and Suretyty Institutions. This is based on articles 11, 25, last paragraph, 36, 41, sections II to V, 42 and 369, section II, of the Law of Insurance and Suretyty Institutions; in the Dispositions 2.1.1. to 2.1.3., in Chapters 39.1. and 39.6. and in Annex 2.1.3-g. of the Single Insurance and Suretyty Circular. "

Through Office 06-C00-41100/69674 of December 19, 2017, this Commission, among other resolutions, notified that institution that the Board of Directors of this Decentralized Body of the Ministry of Finance and Public Credit agreed to grant the authorization requested by that society through a letter dated April 12, 2017; gave a favorable opinion regarding the draft articles of association submitted as an annex to that request to organize and operate as an insurance institution; and requested the submission of the first original certified copy and three notarially certified copies of the deed in which the approval of its Extraordinary General Meeting of Shareholders was recorded to organize and operate as an insurance institution, in the suretyty branch which also includes the practice of suretyty lines and sub-lines, in terms of article 42 of the Law of Insurance and Suretyty Institutions, as well as the comprehensive statutory reform of that institution attending to its new organization and operation regime.

Through a letter dated March 27, 2018, received by this Commission the following day, Lic. José Francisco Vergara Gómez, on behalf of Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa, submitted the first notarial certified copy and three certified copies of public deed 120,721 of March 15, 2018, granted before the authority of Lic. Francisco José Visoso del Valle, Public Notary No. 145 of Mexico City, acting in the protocol of Notary Office 92 of the same city, by association agreement with Public Notary Lic. José Visoso del Valle, in which the protocolization of the Act of the Extraordinary General Meeting of Shareholders of March 5, 2018, is recorded, in which the following are approved with the prior authorization of this Commission:

· The transformation of Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa, into an insurance institution to operate the suretyty branch maintaining the suretyty operation in the lines and sub-lines previously authorized and in accordance with which the society currently provides its services.

· To fully reform the articles of association of Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa, in order to contemplate the organization and operation of an insurance institution in the suretyty branch and which includes the practice of suretyty lines and sub-lines in accordance with the services it currently provides.

CONSIDERATIONS

FIRST.- That the request presented through the letter of April 12, 2017, as well as its extensions described in the Backgrounds of this document, fall under the hypotheses provided for in articles 11, 25, section III, subsection g), and last paragraph, 26, last paragraph, 36, 41, sections II to V, 42 and 47 of the Law of Insurance and Suretyty Institutions, which establish the requirements for a suretyty institution to organize and operate as an insurance institution in the suretyty branch, which also includes the practice of suretyty lines and sub-lines in terms of the last paragraph of article 25 of the aforementioned Law.

SECOND.- That in accordance with what was requested by the promoting institution in its request letter and complementary letters mentioned above, it was determined that the requirements established in the applicable regulations were met for Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa, to organize and operate as an insurance institution that will carry out damage operations in the suretyty branch, which also includes the practice of suretyty lines and sub-lines, in terms of articles 25, section III, subsection g), and last paragraph, 26, last paragraph, 36, 42 and 47 of the Law of Insurance and Suretyty Institutions.

THIRD.- That the Board of Directors of this Commission is competent to resolve the present matter in terms of what is provided by articles 11 and 369, section II, of the Law of Insurance and Suretyty Institutions, for which reason it is taken into account that said Governing Body in its session 198 of December 14, 2017, agreed to grant the authorization requested by the referred society; likewise, it is to be considered that it corresponds to the President of this Commission to comply with the agreements of said Governing Body, in terms of what is established in article 370, last paragraph, and 372, section XLI, of the same Law.

FOURTH.- That in accordance with what is stated in article 11 of the Law of Insurance and Suretyty Institutions, this National Commission of Insurance and Suretyty, through Office 06-C00-41100/69674 of December 19, 2017, notified the promoter of the agreement of the Board of Directors by which the requested authorization was granted and a favorable opinion was issued regarding the draft articles of association submitted; and in that sense, once it submitted the first certified copy and three certified copies of the aforementioned public deed number 120,721 of March 15, 2018, in which the comprehensive reform of the articles of association and the organization and operation of said suretyty company as an insurance institution is recorded, this Commission through Office 06-C00-41100/30634 of May 30, 2018, approved the articles of association of that institution.

FIFTH.- That in terms of what is stated in articles 11, third paragraph, 12 and 47 of the Law of Insurance and Suretyty Institutions, the start of operations as an insurance institution will be subject to obtaining the favorable opinion issued by this Commission, which must be requested within a period of one hundred eighty days counted from the approval of the articles of association of Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa.

In view of the above, the following are issued:

RESOLUTIONS

FIRST.-

The Federal Government through the National Commission of Insurance and Suretyty, and with the prior Agreement of its Board of Directors, based on articles 90 of the Political Constitution of the United Mexican States; 17 and 31, section VIII, of the Organic Law of the Federal Public Administration; 2nd, subsection D, section III, of the Internal Regulations of the Ministry of Finance and Public Credit; 11, 12, 25, section III, subsection g), and last paragraph, 26, last paragraph, 36, 41, sections II to V, 42, 47, 369, section II, 370, last paragraph, and 372, section XLI, of the Law of Insurance and Suretyty Institutions; in Dispositions 2.1.1. to 2.1.3., in Chapters 39.1 and 39.6 and in Annex 2.1.3-g of the Single Insurance and Suretyty Circular; as well as in articles 6 and 9 of the Internal Regulations of the National Commission of Insurance and Suretyty, authorizes Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa, to organize and operate as an insurance institution in the suretyty branch which also includes the practice of suretyty lines and sub-lines, in terms of article 42 of the Law of Insurance and Suretyty Institutions, in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT THROUGH THE NATIONAL COMMISSION OF INSURANCE AND SURETYTY TO INBURSA SEGUROS DE CAUCIÓN Y FIANZAS, S.A., GRUPO FINANCIERO INBURSA, TO ORGANIZE AND FUNCTION AS AN INSURANCE INSTITUTION IN THE FOLLOWING TERMS:

ARTICLE FIRST.- In exercise of the power conferred on the Federal Government by article 11 of the Law of Insurance and Suretyty Institutions, the National Commission of Insurance and Suretyty authorizes Inbursa Seguros de Caución y Fianzas, S.A., Grupo Financiero Inbursa, to function as an insurance institution.

ARTICLE SECOND.- The insurance institution is authorized to practice in the Mexican Republic the operation of damage insurance in the suretyty branch, as well as to grant fidelity suretyties, in the individual and collective sub-lines; judicial suretyties, in the judicial criminal sub-lines, non-criminal judicial sub-lines and judicial sub-lines that cover motor vehicle drivers; administrative suretyties, in the sub-lines of construction, supply, tax, lease and other administrative suretyties; credit suretyties, in the sub-lines of supply, sale and other credit suretyties; as well as guarantee trusts in the sub-lines related to suretyty policies and without relation to suretyty policies.

ARTICLE THIRD.- The insurance institution will be subject to the provisions of the Law of Insurance and Suretyty Institutions, as well as those derived from it, to the General Law of Commercial Companies, to the other laws applicable to it and, in particular, to the following bases:

I. The denomination will be Inbursa Seguros de Caución y Fianzas, followed by the words Sociedad Anónima or its abbreviations S.A., Grupo Financiero Inbursa.

II. The institution must have the minimum paid-in capital determined for the year in question, for each operation or line, or line or sub-line that it has authorized, expressed in Investment Units and which must be covered in national currency as ordered by article 49, first paragraph, of the Law of Insurance and Suretyty Institutions.

III. The social domicile of the insurance institution is Mexico City.

ARTICLE FOURTH.- The insurance institution will be subject to the inspection and supervision of the National Commission of Insurance and Suretyty.

ARTICLE FIFTH.- By its very nature this authorization is non-transferable. "

SECOND.- This authorization, in accordance with what is established in articles 11 and 12 of the Law of Insurance and Suretyty Institutions, is subject to the referred institution obtaining the favorable opinion that, if applicable, this Commission issues in accordance with article 47 of the Law of Insurance and Suretyty Institutions.

In the event that the aforementioned favorable opinion is not obtained, this authorization will have no effect.

THIRD.- This authorization must be published at the expense of the interested parties in the Official Gazette of the Federation and in two widely circulated newspapers from the social domicile of the insurer, within the one hundred twenty days following the date of its notification to Inbursa Seguros de Caución y Fianzas, S.A., Grupo Financiero Inbursa, in accordance with article 11, last paragraph, of the Law of Insurance and Suretyty Institutions.

These Resolutions are adopted based on the information provided by the promoter contained in the letters submitted and are limited exclusively to the granting of the authorization for the organization and operation of an insurance institution in the terms stated above, which will be named Inbursa Seguros de Caución y Fianzas, S.A., Grupo Financiero Inbursa, which in accordance with the applicable provisions falls within the competence of this Commission to grant, and does not prejudge any act that said society carries out and which implies prior authorization or approval of other financial, administrative, tax or any other authorities, in terms of current regulations, nor does it validate the legality or validity of the same in the event that such authorizations or approvals are not obtained.

Respectfully,

Effective Suffrage. No Re-election.

Mexico City, May 30, 2018. - The President of the National Commission of Insurance and Suretyty, Norma Alicia Rosas Rodríguez.- Rubric.

(R.- 469905)

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