Authorization for Opción Óptima, S.A. de C.V., Rikafran S.A. de C.V., and Barents Re Reinsurance Company, Inc. to organize and operate Fianzas Avanza, S.A. de C.V.

DOF: 07/02/2017

OFFICE DOCUMENT granting authorization to Opción Óptima, S.A. de C.V., Rikafran S.A. de C.V., and Barents Re Reinsurance Company, Inc., to carry out the organization and operation of a surety institution to be named Fianzas Avanza, S.A. de C.V.

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- Ministry of Finance and Public Credit.- Secretary.- 100.- 67.

MR. GERARDO DE LA PEZA BERRÍOS

ATTORNEY-IN-FACT FOR

GRUPO SODAFI, S.A. DE C.V.

The Federal Government, through the Ministry of Finance and Public Credit, based on the provisions of Article 90 of the Political Constitution of the United Mexican States; Article 31, Section VIII of the Organic Law of the Federal Public Administration; Article 5 of the Federal Law of Surety Institutions; the latter applicable in accordance with the First and Fifth Transitional Provisions of the Law of Insurance and Surety Institutions; as well as Article 6, Section XXII of the Internal Regulations of the Ministry of Finance and Public Credit, issues the resolution indicated below, in consideration of the following background and considerations:

BACKGROUND

I. With a written submission dated August 1, 2014, received on the 5th of the same month and year, Mr. Gerardo De la Peza Berríos, in his capacity as attorney-in-fact for Grupo Sodafi, S.A. de C.V., a capacity he proved with public deed number 124,177, dated September 30, 2013, granted before the notary public Mr. José Ángel Villalobos Magaña, Public Notary Number 9 of the Federal District:

a) Requested authorization for the constitution of a surety institution, this through the change of corporate purpose of the company named Grupo Sodafi, S.A. de C.V., which would have as founding shareholders Opción Óptima, S.A. de C.V., Rikafran S.A. de C.V., and Barents Re Reinsurance Company, Inc., and whose corporate purpose would be the practice of some of the lines and sub-lines of sureties referred to in Article 5 of the Federal Law of Surety Institutions.

b) Partially presented the documentation referred to in Article 7 of the Federal Law of Surety Institutions, to obtain the requested authorization.

II. Through office 366-III-0782/14 dated October 1, 2014, the Deputy General Directorate of Legal Affairs for Insurance, Sureties and Pensions, attached to the Insurance, Pensions and Social Security Unit, based on the second paragraph of Article 2 Bis of the Federal Law of Surety Institutions, requested the applicant the information and documentation that had been omitted to present. Among other things, it was requested that he present the Draft of the constitutive deed of the surety institution.

III. With a written submission dated January 14, 2015, Mr. Gerardo De la Peza Berríos, in his capacity as attorney-in-fact for Grupo Sodafi, S.A. de C.V., presented various information and documentation required.

IV. Through offices 366-III-0666/14 dated August 28, 2014, 366-III-154/15 dated February 23, 2015, and 366-III-737/15 dated November 23, 2015, the Insurance, Pensions and Social Security Unit, through the Deputy General Directorate of Legal Affairs for Insurance, Sureties and Pensions, requested an opinion from the National Commission of Insurance and Sureties, regarding the requested authorization application and for this purpose sent it a copy of the same, as well as the information and documentation presented for this reason.

V. The National Commission of Insurance and Sureties, through office 06-367-II-1.1/06443 dated July 17, 2015, stated that it was not possible to issue a favorable opinion on the reference request because it was not proven how the founding shareholders would pay the subscribed capital by each of them, they failed to prove the origin of the resources with which they would make such payments and did not have income from their corporate purpose.

VI. Through written submissions dated November 3, 2015, Opción Óptima, S.A. de C.V., Rikafran S.A. de C.V., and Barents Re Reinsurance Company, Inc., in their capacity as founding shareholders, presented the information requested regarding the way in which they intend to capitalize the surety institution to be constituted.

VII. The National Commission of Insurance and Sureties, with office 06-C00-41100/01145 dated January 22, 2016, issued a favorable opinion regarding the request for authorization for the organization and operation of a surety institution that, in its case, would be named Fianzas Avanza, S.A. de C.V. For this purpose, the Commission states that it considered the information and documentation indicated in the writings of August 1, 2014 received on the 5th of the same month and year, January 14, 2015, and November 3, 2015 mentioned in Backgrounds I, III, and VI.

CONSIDERATIONS

I. That with writings of August 1, 2014 received on the 5th of the same month and year, January 14, 2015, and November 3, 2015, the necessary requirements to request an authorization to organize and operate as a surety institution, provided for in:

1. Article 7 of the Federal Law of Surety Institutions, and

2. The General Rules that establish the form and terms in which the fulfillment of the requirements for applications for authorizations to constitute insurance institutions or mutual societies or surety institutions must be accredited, as well as the information that insurance institutions must provide about persons who have acquired, directly or indirectly, shares representing their paid-up capital and the documentation that must accompany the authorization applications in the event that one or more shareholders intend to obtain control of the administration in said institutions.

II. That the National Commission of Insurance and Sureties, with office 06-C00-41100/01145 dated January 22, 2016, issued a favorable opinion regarding the request for the organization and operation of the surety institution to be named Fianzas Avanza, S.A. de C.V.

III. That from the analysis of the request, as well as the information and documentation received, the Deputy General Directorate of Legal Affairs for Insurance, Sureties and Pensions attached to the Insurance, Pensions and Social Security Unit, verified that from the legal and administrative point of view it is appropriate to grant the requested authorization.

IV. That the Federal Law of Surety Institutions was repealed on April 4, 2015, the date on which the Law of Insurance and Surety Institutions entered into force.

V. That the Fifth Transitional Provision of the Law of Insurance and Surety Institutions establishes that applications for authorization or approval received by the Ministry of Finance and Public Credit before the entry into force of said law, and that by virtue of the same are assigned to the National Commission of Insurance and Sureties, will be processed and resolved by said Ministry, for which it may, even after the entry into force of the Law of Insurance and Surety Institutions, continue exercising the powers conferred based on the General Law of Insurance and Mutual Societies and the Federal Law of Surety Institutions that are repealed.

VI. That the Seventh Transitional Provision of the Law of Insurance and Surety Institutions establishes that surety institutions may continue to operate without the need to obtain new authorization, being subject in the future to the Law of Insurance and Surety Institutions and for this reason it has been deemed convenient to specify in the authorization some of the provisions of the current law that are applicable.

RESOLUTION

FIRST.- In exercise of the power conferred on the Federal Government by Article 5 of the Federal Law of Surety Institutions, applicable in accordance with the First and Fifth Transitional Provisions of the Law of Insurance and Surety Institutions, the Ministry of Finance and Public Credit grants authorization to Opción Óptima, S.A. de C.V., Rikafran S.A. de C.V., and Barents Re Reinsurance Company, Inc., to carry out the organization and operation of a surety institution. The above through the change of corporate purpose of the company named Grupo Sodafi, S.A. de C.V., in the following terms:

First.- The corporate name of the surety institution will be "Fianzas Avanza", which will be followed by the words Sociedad Anónima de Capital Variable or its abbreviations "S.A. de C.V."

Second.- Fianzas Avanza, S.A. de C.V., once constituted, will be authorized, in terms of what is provided in Article 5 of the Federal Law of Surety Institutions and Article 36 of the Law of Insurance and Surety Institutions, to conduct surety operations, in the following lines and sub-lines:

I. Fidelity Sureties, in the following sub-lines:

a) Individual, and

b) Collective;

II. Judicial Sureties, in the following sub-lines:

a) Criminal judicial;

b) Non-criminal judicial, and

c) Judicial that cover drivers of motor vehicles;

III. Administrative Sureties, in the following sub-lines:

a) Construction;

b) Supply;

c) Fiscal;

d) Lease, and

e) Other administrative sureties

IV. Credit Sureties, in the following sub-lines:

a) Supply;

b) Sales, and

c) Other credit sureties, and

V. Guarantee Trusts, in the following sub-lines:

a) Related to surety policies, and

b) Unrelated to surety policies.

Third.- Fianzas Avanza, S.A. de C.V., must have the minimum paid-in capital determined for the year in question, for each line authorized to them, expressed in Investment Units and which must be covered in national currency, as ordered by Article 15, Section II of the Federal Law of Surety Institutions and Article 49 of the Law of Insurance and Surety Institutions.

Fourth.- Its corporate domicile will be Mexico City, United Mexican States.

Fifth.- In what is not expressly stated by this resolution, Fianzas Avanza, S.A. de C.V., will be subject to the Law of Insurance and Surety Institutions, to the provisions emanating from it, to the General Law of Commercial Companies, and the rest of the legislation, norms and regulation, which by their very nature, are applicable to it.

Sixth.- The surety institution will be subject to the inspection and supervision of the National Commission of Insurance and Sureties in accordance with Article 66 of the Federal Law of Surety Institutions and with Article 382 of the Law of Insurance and Surety Institutions.

Seventh.- The authorization referred to in this resolution is, by its very nature, non-transferable, in terms of what is provided in Article 5 of the Federal Law of Surety Institutions and Article 11 of the Law of Insurance and Surety Institutions.

SECOND.- This authorization, as established in Article 11 of the Law of Insurance and Surety Institutions, is subject to:

a) That the surety institution present for approval of the National Commission of Insurance and Sureties the first copy of the public deed in which the constitution of the surety institution is formalized, within ninety days following this authorization, and

b) That the surety institution begins its operations within the term of one hundred eighty days from the approval of its deed, for which effect it must have the favorable opinion issued by the National Commission of Insurance and Sureties in accordance with Article 47 of the Law of Insurance and Surety Institutions.

The fulfillment of the above conditions must be made known to this Ministry by Fianzas Avanza, S.A. de C.V.

This Resolution is issued based on the information and documentation provided by the petitioner and is limited solely and exclusively to the authorization granted for the organization and operation of a surety institution that will be named Fianzas Avanza, S.A. de C.V., which in accordance with the applicable provisions competes to resolve to this Ministry.

TRANSITIONAL

SINGLE.- This authorization must be published in the Official Gazette of the Federation in terms of what is provided in Article 6 of the Federal Law of Surety Institutions, at the expense of the interested parties and Article 11 of the Law of Insurance and Surety Institutions.

Mexico City, October 28, 2016. - The Secretary, José Antonio Meade Kuribreña. - Signature.

(R. 444304)

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