Modifying Circular 9/18 of the Single Insurance and Surety Circular

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DOF: 18/10/2018

Modifying Circular 9/18 of the Single Insurance and Surety Circular

At the margin, a seal with the National Emblem, which says: United Mexican States.- Ministry of Finance and Public Credit.- National Insurance and Sureties Commission.

MODIFYING CIRCULAR 9/18 OF THE SINGLE INSURANCE AND SURETY CIRCULAR

( Provisions 2.1.1., 2.1.3., 2.1.8., 2.2.2., 2.2.8., 2.2.9., 2.3.2., 2.3.7. and 2.2.10. ; Annexes 2.1.2-a., 2.1.2-b., 2.1.3-a., 2.1.3- b., 2.1.3-c., 2.1.3-d., 2.1.3- e., 2.1.3-f., 2.1.3-g., 2.2.3-a. and 2.2.3-b. )

The National Insurance and Sureties Commission, based on what is established in articles 366, fraction II, 369, fraction I, 372, fractions V, VI and XLII, 373 and 381 of the Law of Insurance and Surety Institutions, and

CONSIDERING

That on April 4, 2013, the " Decree by which the Law of Insurance and Surety Institutions is issued and various provisions of the Law on the Insurance Contract are reformed and added " was published in the Official Gazette of the Federation, through which, in terms of its First Article, the Law of Insurance and Surety Institutions is issued.

That on December 19, 2014, the Single Insurance and Surety Circular was published in the Official Gazette of the Federation, through which the general provisions emanating from the Law of Insurance and Surety Institutions are made known, systematizing its integration and homogenizing the terminology used, in order to thereby provide legal certainty regarding the regulatory framework to which insurance institutions and mutual societies, surety institutions and other persons and entities subject to the inspection and supervision of the National Insurance and Sureties Commission must adhere in the development of their operations.

That on September 28, 2016, various Resolutions were published in the Official Gazette of the Federation that modified several general provisions applicable to financial entities, with two fundamental objectives:

In order to avoid duplication and as an administrative convenience, in the case that one or more persons intend to participate indirectly in the share capital of such entities and that these belong to a financial group due to the acquisition of shares of the share capital of the controlling company, for the purposes of the procedure before the National Banking and Securities Commission, the information considered to be related to the possible shareholders shall be that which is presented to the Ministry of Finance and Public Credit and regarding which opinion is requested from said Commission, as it is the same information, and

It is necessary to clarify that regarding the indirect participation carried out by individuals through legal entities in the share capital of financial entities, the National Banking and Securities Commission may require the necessary information from all shareholders of said legal entities.

In this sense, in order for the regulation applicable to the insurance and surety sectors to be homogenized with the rest of the financial regulations in the country, it is essential to make various modifications to Title 2 of the Single Insurance and Surety Circular entitled " ON THE APPLICATION AND GRANTING OF AUTHORIZATIONS ", as well as to make the pertinent adjustments in the Annexes of said Title that relate to the subject matter.

That as a result of a review carried out on the content of said Title 2 of the Single Insurance and Surety Circular, as well as the set of Annexes that integrate it, the National Insurance and Sureties Commission, with the objective of providing greater legal certainty regarding the regulatory framework to which the entities subject to its supervision must adhere, regarding the form and terms to obtain from the National Insurance and Sureties Commission the authorization to carry out various corporate acts, such as the authorization to organize and operate as an insurance institution or mutual society or surety institution; the acquisition and transmission of shares of said institutions, as well as the granting of guarantee over them, and the modification of the bylaws of such institutions and of the social contract of insurance mutual societies, has deemed it necessary to make various modifications and additions to said Title 2 of the Single Insurance and Surety Circular.

That in accordance with what is established in the first paragraph of Article Fifth of the " Agreement that establishes the guidelines that must be observed by the dependencies and decentralized organisms of the Federal Public Administration, regarding the issuance of administrative acts of a general nature to which article 69-H of the Federal Administrative Procedure Law applies ", published in the Official Gazette of the Federation of March 8, 2017, with the issuance of this Modifying Circular, the National Insurance and Sureties Commission indicates the regulatory obligations that are modified with the purpose of duly complying with what is ordered in said Agreement:

1.- In order to avoid duplication in information presented, as well as with the objective of making the applicable regulation to the insurance and surety sectors consistent with the rest of the regulation corresponding to the Mexican Financial System, two paragraphs are added to Provision 2.2.2. of the Single Insurance and Surety Circular in order to establish as an administrative convenience that persons who intend to indirectly acquire shares representing the share capital of an insurance or surety institution due to the acquisition of shares of a controlling company of a financial group, will be exempt -with the exceptions that the same addition to Provision 2.2.2. provides- from presenting to the National Insurance and Sureties Commission the information referred to in fractions V and VI of said Provision, that is, the share acquisition format established in Annex 2.1.2-a of the Single Insurance and Surety Circular, as well as the protest letter corresponding, in terms of what is provided in Annex 2.1.2-b of the same Single Circular, provided that said persons have sent the information referred to in article 28 of the Law to Regulate Financial Groups to the Ministry of Finance and Public Credit, in the respective authorization procedure before said dependency, leaving aside the faculties with which the said Commission has to corroborate the veracity of the information provided, as well as to require in any case the presentation of the information and documentation referred to in said Annexes.

2.- In accordance with what is provided in Provision 2.1.8 referred to in this Modifying Circular, individuals shall only present to the National Insurance and Sureties Commission the first original testimony and a copy by notarial comparison of the public instrument in which the social bylaws or social contract approved by said Commission are recorded, with data of registration in the Public Commerce Registry, reducing in this sense the number of certified copies that must be presented, from three that are established in the current regulation, to only one.

3.- Likewise, the National Insurance and Sureties Commission will simplify the administrative obligation contained in Provision 34.4.4 of the Single Insurance and Surety Circular, consisting of the obligation on the part of the Representation Offices of entities from abroad that are registered in the General Registry of Foreign Reinsurers kept by said Commission, to obtain their registration in the National Registry of Foreign Investments, in accordance with what is provided in article 32, fraction II, of the Foreign Investment Law, within a period of six months counted from the publication of this Modifying Circular in the Official Gazette of the Federation.

For the above, the National Insurance and Sureties Commission has resolved to issue the following modification to the Single Insurance and Surety Circular, in the following terms:

MODIFYING CIRCULAR 9/18 OF THE SINGLE INSURANCE AND SURETY CIRCULAR

( Provisions 2.1.1., 2.1.3., 2.1.8., 2.2.2., 2.2.8., 2.2.9., 2.3.2., 2.3.7. and 2.2.10. ; Annexes 2.1.2-a., 2.1.2-b., 2.1.3-a., 2.1.3-b., 2.1.3-c., 2.1.3-d., 2.1.3-e., 2.1.3-f., 2.1.3-g., 2.2.3-a. and 2.2.3-b. )

FIRST.- The general statement of Chapter 2.1 is modified, to read as indicated below:

For the purposes of articles 6, 11, 41, 42, 44, 45, 47, 74, 75, 78, 81, 335, fraction I, 336 and 390 of the LISF:

SECOND.- Provisions 2.1.1., 2.1.3., 2.1.8., 2.2.2., 2.2.8., 2.2.9., 2.3.2. and 2.3.7. are modified to read as indicated below:

2.1.1. This Chapter aims to establish the form and terms in which the information and documentation must be presented to prove compliance with the requirements established in articles 41, 45 and 336 of the LISF, with the purpose that interested persons obtain from the Commission the authorization to organize, operate and function as Institutions or Mutual Societies, or to modify the authorization under which they operate in order to change, expand or suppress the corresponding operations or lines of business, in the case of Insurance Institutions and Mutual Societies, or the lines or sub-lines that correspond, in the case of Institutions authorized to operate sureties.

2.1.3. ... I. to IV. ... V. Regarding applications for modification of the authorization under which an Insurance Institution or Mutual Society operates due to expansion, suppression or change of the corresponding operations or lines of business, what is stated in Annex 2.1.3-e; VI. Regarding applications for modification of the authorization under which an Institution authorized to operate sureties operates due to expansion, change or suppression of the corresponding lines or sub-lines, what is stated in Annex 2.1.3-f, and VII. Regarding applications for authorization for a Surety Institution to organize and operate as an Insurance Institution in the surety line, what is stated in Annex 2.1.3-g.

2.1.8. Once the Commission has granted the corresponding authorization and approved the social bylaws or social contract, the promoters must send to the Commission, within a period of ninety days following, the first notarial testimony of the public instrument in which the approved social bylaws or social contract are recorded, in order to instruct the promoters to proceed with their registration in the Public Commerce Registry, and subsequent remission to the Commission, within a period of ninety days, of the first original testimony and a copy by notarial comparison of said public instrument with data of registration in said Registry.

The Institution or Mutual Society must present to the Commission the public instruments and the copy by notarial comparison, as described above, as well as the permit from the Ministry of Economy regarding its denomination, adhering to the procedure indicated in Chapters 39.1 and 39.6 of these Provisions.

The authorization will be subject to the condition that the favorable opinion to begin the respective operations is obtained in terms of article 47 of the LISF, which must be requested within a period of one hundred and eighty days counted from the approval of the social bylaws or social contract referred to in the previous paragraph. Upon carrying out the said registration of the public instrument, it must be stated that the authorization to organize and operate as an Institution or Mutual Society is subject to the condition indicated in this paragraph.

2.2.2. ... I. to IX ... Persons who intend to indirectly acquire shares representing the share capital of an Institution due to the acquisition of shares of a controlling company of a financial group, will be exempt from presenting to the Commission the information referred to in fractions V and VI of this Provision, provided that said persons have sent the information referred to in article 28 of the Law to Regulate Financial Groups to the Ministry, in the respective authorization procedure before said dependency. For the purposes of the corresponding evaluation, the Commission will take into account the information that the Ministry sends to it in accordance with said legal provision and the other applicable provisions. The foregoing, without prejudice to the faculties with which the Commission has to corroborate the veracity of the information provided, as well as to require in any case the presentation of the information and documentation referred to in fractions V and VI of this Provision.

What is established in fractions V and VI of this Provision will not be applicable when the possible shareholders of the Institution have the status of a financial entity supervised by the Commission or by any of the other National Supervisory Commissions, or these are shareholders of said entities and their participation has been authorized in a period not greater than five years prior to their application, in which case they must present a sworn statement to the effect that their financial situation has not varied with respect to that previously sent to said Commissions, in such a way that it prevents them from carrying out the acquisition in question. Additionally, what is provided in the previous fractions V and VI will not be applicable to foreign financial entities that intend to constitute a Subsidiary. The foregoing, without prejudice to the faculties with which the Commission has to corroborate the veracity of the information provided.

In the event that there are schemes of indirect participation in the share capital of the Institution, the Commission will evaluate, in terms of the LISF, the suitability of any person or investment vehicle such as trusts, mandates, commissions or other similar figures, that participate directly or indirectly in the share capital of the institution up to the last beneficiaries, for which all of them must present the information referred to in fractions V and VI of this Provision.

2.2.8. Once the Commission has granted the corresponding authorization, the Institution must send to the Commission, within a period of ninety days following, the first original testimony of the public instrument in which the acquisition and transmission of shares or the granting of guarantee over them is recorded, in order to instruct the promoter concerned to proceed with their registration in the Public Commerce Registry, and subsequent remission to the Commission, within a period of ninety days following, of the first original testimony and a copy by notarial comparison of said public instrument duly registered in said Registry.

2.2.9. Persons who acquire or transmit shares for more than 2% of the paid-up share capital of an Institution, must give notice to the Commission within three business days following the acquisition or transmission.

The notice of acquisition of shares must be presented using the format included in Annex 2.1.2-a and its delivery will adhere to the procedure indicated in Chapters 39.1 and 39.6 of these Provisions. The notice of transmission of shares must be presented in a free-form letter signed by the acquirers and transmitters or, in their case, by their legal representative, adhering to the procedure indicated in Chapters 39.1 and 39.6 of these Provisions.

2.3.2. ... I. to III. ... IV. The petition that is formulated, in which the partial or integral modification to be made to the social bylaws or social contract is indicated, sending the respective project; V. to VIII. ...

2.3.7. Once the modifications to the social bylaws or social contract are approved, the Institution or Mutual Society must send to the Commission, within ninety days following, the first original testimony of the public instrument in which the protocolization of the minutes of the corresponding general assembly is recorded, in order to instruct the promoter concerned to proceed with their registration in the Public Commerce Registry, and subsequent remission to the Commission, within ninety days following, of the first original testimony and a copy by notarial comparison of said public instrument duly registered in said Registry.

Additionally, in the case of change or modification of denomination, the Institution or Mutual Society must present the permit from the Ministry of Economy. This information must be presented to the Commission adhering to the procedure indicated in Chapters 39.1 and 39.6 of these Provisions.

THIRD.- A Provision 2.2.10. is added to read as follows:

2.2.10. Institutions must inform the Commission of the full name or corporate name of the person or persons who are owners of the shares representing their share capital and who appear registered in the registry referred to in articles 128 and 129 of the General Law of Commercial Societies, as well as their respective participations.

This information must be presented as part of the Regulatory Report on Corporate Information (RR-1), in terms of what is provided in Chapter 38.1 of these Provisions.

FOURTH.- Annexes 2.1.2-a., 2.1.2-b., 2.1.3-a., 2.1.3-b., 2.1.3-c., 2.1.3-d., 2.1.3-e., 2.1.3-f., 2.1.3-g., 2.2.3-a. and 2.2.3-b., of the Single Insurance and Surety Circular are modified.

FIFTH.- The " List of Annexes of the Single Insurance and Surety Circular " is modified to refer to the new denomination of Annexes 2.1.3-e, 2.1.3-f and 2.1.3-g, to read as follows:

" LIST OF ANNEXES OF THE SINGLE INSURANCE AND SURETY CIRCULAR

"..."

Annex 2.1.3-e Information and documentation regarding applications for modification of the authorization under which an Insurance Institution or Mutual Society operates due to expansion, suppression or change of the corresponding operations or lines of business.

Annex 2.1.3-f Information and documentation regarding applications for modification of the authorization under which an Institution authorized to operate sureties operates due to expansion, suppression or change of the corresponding lines or sub-lines.

Annex 2.1.3-g Information and documentation regarding applications for authorization for a Surety Institution to organize and operate as an Insurance Institution in the surety line.

"..."

TRANSITORY

SINGLE.- This Modifying Circular will enter into force the day following its publication in the Official Gazette of the Federation.

This is made known to you, based on articles 366, fraction II, 369, fraction I, 372, fractions V, VI and XLII, 373 and 381 of the Law of Insurance and Surety Institutions.

Respectfully

Effective Suffrage. No Re-election.

Mexico City, September 27, 2018 .- The President of the National Insurance and Sureties Commission , Norma Alicia Rosas Rodríguez .- Rubric.

ANNEX 2.1.2-a.

FORMAT OF INFORMATION FOR PERSONS WHO INTEND TO PARTICIPATE IN THE SHARE CAPITAL OF AN INSTITUTION, PERSONS WHO INTEND TO CONSTITUTE THEMSELVES AS CREDITORS WITH GUARANTEE REGARDING THE PAID-UP SHARE CAPITAL OF AN INSTITUTION AND PERSONS WHO INTEND TO OBTAIN CONTROL OF AN INSTITUTION

This report must be presented in original and in a file on a magnetic or optical storage medium, in PDF format.

Name of the Institution

Date of preparation (dd/mm/yyyy)

This information is part of the application presented to the National Insurance and Sureties Commission, its content is confidential and will be subject to review and verification.

Filling Instructions:

This format must be filled out by persons who acquire or transmit shares for more than 2% of the paid-up share capital of an Institution.

No spaces should be left blank, in any case mention: " None " , " No " , " I do not have " , " Not applicable " .

All names and data required must be presented in full (e.g., persons with two names).

SECTION 1.

Data and Identification

A. Natural Persons

Name(s)

Paternal Surname

Maternal Surname

Nationality

Occupation

RFC

CURP

Date of Birth

Email

Address for hearing and receiving notifications

Street and exterior and/or interior number

Neighborhood

Delegation or Municipality

Federative Entity

Postal Code

Country

Marital Status

Name of spouse or concubine

(Indicate marital regime)

Name of relatives in ascending and descending line up to the first degree

B. Legal Entities

Corporate Name or Trade Name

Main Activity

Nationality

RFC

Date of Constitution

Commercial Folio _____________

Legal Representative

Profession

Work Experience

(Start with the most recent)

Address for hearing and receiving notifications

Street and exterior and/or interior number

Neighborhood

Postal Code

Delegation or Municipality

Federative Entity

Country

Name of shareholders who

participate with 10% or more of the

share capital of the legal entity 1

Shareholder

%

1 /

Regarding legal entities, trusts or other investment vehicles, the direct and indirect participations of natural persons in the capital of these must be related and broken down until the identification of the natural persons who are the last beneficiaries of said participations.

Can it invest in companies according to its bylaws?

Yes [ ]

No [ ]

Has the investment in question been approved by its board of directors?

Yes [ ]

No [ ]

Does it have or have had investment in financial entities?

Yes

No

Specify:

___ % shareholding.

Name: __________________________

SECTION 2.

Current Participation of the Person in the Institution

Shareholder (if applicable)

[ ]

___ % shareholding.

No. of shares _________

Position (if applicable)

[ ]

President of the board of directors.

[ ]

Proprietary Councilor.

Independent

Yes [ ]

No [ ]

[ ]

Alternate Councilor.

Independent

Yes [ ]

No [ ]

[ ]

Secretary of the board of directors.

[ ]

General Manager.

[ ]

Legal Director.

[ ]

Finance Director.

[ ]

Commercial Director.

[ ]

Other(s).

Specify: _______________________________

Final Participation of the Person in the Institution

Shareholder (if applicable)

[ ]

___ % shareholding.

No. of shares _________

Position (if applicable)

[ ]

President of the board of directors.

[ ]

Proprietary Councilor.

Independent

Yes [ ]

No [ ]

[ ]

Alternate Councilor.

Independent

Yes [ ]

No [ ]

[ ]

Secretary of the Board of Directors.

[ ]

General Manager.

[ ]

Legal Director.

[ ]

Finance Director.

[ ]

Commercial Director.

[ ]

Other(s).

Specify: _______________________________

SECTION 3.

Patrimonial Relationship

A. Assets and rights:

Amount

(thousands of pesos)

1. Real Estate Properties of the applicant, their spouse, common-law partner,

or concubine, as well as their economic dependents.

Total:

2. Securities and other Movable Assets (including motor vehicles,

aircraft and vessels) of the applicant, their

spouse, common-law partner or concubine, as well as their economic

dependents.

Total:

3. Bank Balances, whether national or foreign (including

deposits and debt securities).

Total:

4. Others, including investments and other types of securities in the capital

stock of financial entities or profit-making legal entities national or foreign.

4.1.- Specify the name of the financial entity or legal entity:

---

4.2.- Specify the shareholding percentage: _______%

Total:

5.- Share participation in the capital stock of financial entities

or profit-making legal entities national or foreign of the

applicant, their spouse, common-law partner or concubine, as well as their

economic dependents and relatives by blood, affinity

or civil up to the first degree.

Total:

6.- Sponsorships, courtesies and donations received by the applicant,

their spouse, common-law partner or concubine, as well as their

economic dependents and relatives by blood, affinity

or civil up to the first degree.

Total:

7. Total Assets and Rights (gross patrimony).

B. Debts and obligations:

8. Mortgages, financial obligations and loans of the applicant, their

spouse, common-law partner or concubine, as well as their economic

dependents and relatives by blood, affinity or civil up to

the first degree.

Total:

9. Others, including economic and financial interests.

Total:

10. Total Debts and Obligations.

11. Patrimony (subtraction of 7 minus 10).

12. Sureties and guarantees granted

13. Insurance policies

14. Total net income of the

applicant.

Amount

(thousands of

pesos)

Main source(s) of income

Last year 20_ _.

Penultimate year 20_ _.

Antepenultimate year 20_ _.

15. Total net income of the

spouse, common-law partner or

concubine and economic dependents

of the applicant

Amount

(thousands of

pesos)

Main source(s) of income

Last year 20_ _.

Penultimate year 20_ _.

Antepenultimate year 20_ _.

16.- Comments and clarifications.

17. Origin of Resources

Source

Entity or Person

Amount

(thousands of

pesos)

(%)

Own resources. Specify:

N/A

Others. Specify: (indicate if

they come from credits granted by

national or foreign financial entities).

Total Resources:

100 %

18. Comments and clarifications:

Capital to be subscribed

____% of the capital of the Institution

Payment method

Do you have or have had investment in financial entities?

Yes [ ]

No [ ]

Specify:

____ % shareholding.

Name: __________________________

The participation is:

[ ] Current

[ ] Past

SECTION 4.

INFORMATION OF POSITIONS OR ACTIVITIES (NATURAL PERSONS)

1.- Positions and offices held in public or private entities by the applicant, their spouse,

common-law partner or concubine, as well as their economic dependents and relatives by blood,

affinity or civil up to the first degree.

2.- Professional or business activities carried out by the applicant, their spouse, common-law partner or

concubine, as well as their economic dependents and relatives by blood, affinity or civil

up to the first degree.

3.- Honorary positions and offices held by the applicant.

4.- Participation in councils and philanthropic activities of the applicant, their spouse, common-law partner or

concubine, as well as their economic dependents and relatives by blood, affinity or civil

up to the first degree.

SECTION 5.

Additional Information

If you consider that there is any other relevant information not contemplated in the previous Sections, you must list the information and comment in the following box.

Section

Information

SECTION 6.

Declarations and Signatures

By this document, the undersigned authorizes the National Commission of Insurance and Suretyship, regarding the

information provided here, to:

a)

Verify it as deemed appropriate, as well as obtain from any other authority deemed

convenient information about my person or about the person I represent (if any), with

regard to the authorization request submitted to that Commission.

b)

Share it on a confidential basis with the National Banking and Securities Commission, the

National Retirement Savings System Commission, the Bank of Mexico, the Tax Administration

Service, the Attorney General's Office and other authorities, for the exclusive

fulfillment of their functions.

I confirm that I have read and filled out this form with care, such that I understand its content

and legal implications.

I understand that providing false data will be grounds for exclusion of the undersigned, without prejudice to the

criminal penalties or legal sanctions that may apply depending on the case.

I DECLARE UNDER OATH THAT THE TRUTH IS SAID

THAT THE DATA CONTAINED IN THIS

DECLARATION ARE TRUE.

Signature of the person or legal representative

Name: _________________________________________

Date: ___________________________________________

SECTION 7.

Documents that must accompany this report (in PDF format files, on a

magnetic or optical storage medium).

Natural Persons:

Copy of valid official identification (voter ID or valid passport and in case of

foreign nationals, migration form or passport).

If applicable, copy of the tax identification card.

Copy of the CURP.

Curriculum vitae of each acquirer.

Credit history issued by a credit information society, with an issue date no

older than three months prior to the date of application.

Copy of the professional card or certificate of studies or of the document that accredits the last degree

of education achieved.

Patrimonial situation of the last three years.

In the case of foreigners, document by which they accredit their legal stay in the country.

Report prepared by legal entities that provide audit or corporate investigation services of

recognized prestige, in the judgment of the National Commission of Insurance and Suretyship, on the

veracity of the statements regarding the origin of the resources that make up the patrimony of

the person, for which the respective documentary support must be at hand. Likewise, it will

be necessary to accompany the authorization request, the documentary evidence related to the referred

origin of the resources.

Copy of the contract for the provision of audit or corporate investigation services that the

applicant has entered into with the legal entity referred to in the previous paragraph, which contains

the terms and conditions agreed upon by the parties for the preparation of the report contained in the

previous paragraph, regarding which the National Commission of Insurance and Suretyship may require

modifications.

Copy of the annual tax returns for the last three fiscal years.

Legal Entities:

Certified copy of the current bylaws of the legal entity that intends to be a shareholder,

properly registered in the Public Registry corresponding to it.

Copy of the tax identification card.

The documentation that accredits the personality and powers of the legal representative of the legal

entity.

Written document signed by the legal representative of the legal entity who has the powers, declaring

that its represented party is not in any of the prohibition scenarios referred to in

article 50 of the LISF.

Certification issued by the sole administrator or by the Secretary of the Board of Administration of the

Annual Financial Statements audited and of the external auditor's report, if obliged to do so, approved

by its administration body for the last three fiscal years, or those corresponding according to the date

of its constitution.

If applicable, authenticated copy by the secretary of the board of directors of the resolution of the

administration body that approves the subscription and payment of the shares of the Institution to

be constituted or in which it is intended to participate.

Credit history issued by a credit information society, with an issue date no

older than three months prior to the date of application.

Regarding legal entities that are not obliged to audit their financial

statements in terms of the applicable provisions, a report prepared by legal entities

that provide audit or corporate investigation services of recognized prestige, in

the judgment of the National Commission of Insurance and Suretyship, on the veracity of the statements

regarding the origin of the resources that make up the patrimony of the person, for which it will be

necessary to have the respective documentary support at hand. Likewise, it must be accompanied by the request for

authorization, the documentary evidence related to the referred origin of the resources.

Copy of the contract for the provision of audit or corporate investigation services that the

applicant has entered into with the legal entity referred to in the previous paragraph, which contains

the terms and conditions agreed upon by the parties for the preparation of the report contained in the

previous paragraph.

Copy of the annual tax returns for the last three fiscal years.

ANNEX 2.1.2-b.

FORMATS OF LETTER OF PROTEST FOR PERSONS WHO INTEND TO PARTICIPATE

IN THE SHARE CAPITAL OF AN INSTITUTION, PERSONS WHO INTEND TO CONSTITUTE THEMSELVES AS

CREDITORS WITH GUARANTEE REGARDING THE PAID SHARE CAPITAL OF AN INSTITUTION

AND

PERSONS WHO INTEND TO OBTAIN CONTROL OF AN INSTITUTION

The letter of protest, as appropriate to the procedure in question, which must be presented in original and in

file on a magnetic or optical storage medium, in PDF format:

I.

Persons who, within the procedure for requesting authorization for the organization and operation of

Institutions, intend to subscribe 2% or more of the share capital of the Institution in question.

a)

Format of letter of protest for natural persons:

Mexico City, on __ of _____________ of ______.

NATIONAL COMMISSION OF INSURANCE AND SURETYSHIP

Present.

The undersigned, ( name of the person signing ), by my own right and with the object of providing

the information that may be necessary in relation to the authorization request presented [to be presented]

before that National Commission of Insurance and Suretyship for the organization and operation of the institution ( type of

institution ), to be named ____________, I declare under oath that:

I.

That I have a good credit history according to the special credit reports issued by

the credit information societies named ____________ and _____________, and I am

up to date in the fulfillment of my obligations in favor of financial entities

subject to the supervision of the Mexican financial authorities, including regarding credits

that have been subject to restructuring. Attached hereto, please find as Annex 1 the

special credit reports of the undersigned, in which that Commission can verify that there is no

non-compliance with my obligations in favor of financial entities subject to the supervision of the

Mexican financial authorities, or if there is any key of prevention in that sense,

from the reports themselves it can be appreciated:

a)

The existence of a favorable resolution for the debtor regarding the challenge of the record in question,

due to errors attributable to the users of the credit information societies

that are financial entities subject to the supervision of the Mexican financial authorities;

b)

The existence of payment of overdue debts as of the date of the query and evidence of sustained

payment over a period of 1 year;

c)

Payment of losses caused to a financial entity, regardless of the amount, promoted

voluntarily by the accredited person, or

d)

The existence of favorable judicial resolutions for the accredited persons, in litigation with the

creditors.

I also declare that I do not have nor have had control, nor do I exercise nor have I exercised command power

over an issuing company that has failed to meet its debt securities payment obligations in the

securities market.

II.

That I am not nor have I been, subject to criminal proceedings for an intentional crime punishable by a sentence

of imprisonment greater than one year, and that, in case I have been, it concluded with an acquittal.

III.

That I have not been subject to inquiries or administrative investigations before the

National Commission of Insurance and Suretyship for serious infractions to the national or foreign

financial laws, or before other Mexican supervisory and regulatory institutions of the

financial system or of other countries, or if I have been, these concluded with a final and definitive

resolution or agreement/convention in which my exoneration was expressly determined.

IV.

That I have not been declared in civil or commercial bankruptcy, or even if I have been, it was

terminated by the causes indicated in fractions I, II or V of article 262 of the

Commercial Bankruptcy Law, or, regarding civil bankruptcy, by having paid in full to the

creditors or entered into an agreement with them, in terms of local laws.

V.

That I am or have been a subject or party in proceedings before common or federal

jurisdictional bodies, criminal investigations, as well as any other procedure, even in other

countries, individually and, if applicable, in my capacity as legal representative, councilor, official,

employee or commissioner of any legal entity, which are indicated below. (1)

Type of

procedure

Body before which the

procedure is carried out

Capacity in which

I intervened

Status of the

procedure,

including start date and, if applicable,

conclusion

Sense of the

definitive resolution,

if applicable

VI.

That I have not been a shareholder, councilor, commissioner, general manager or relevant executive in a

legal entity to which the Ministry of Finance and Public Credit, the National Banking and Securities

Commission, the National Commission of Insurance and Suretyship or the National Retirement Savings System

Commission, have denied the concession, authorization or registration, nor has authorization been denied to me

to acquire shares of the capital stock of companies supervised by said National Commissions.

VII.

That I have not been a shareholder, councilor, commissioner or relevant executive in a financial entity to

which the concession or authorization has been revoked, or the registration cancelled, nor has authorization been denied to me

to acquire shares of the capital stock of companies that enjoy the concession,

authorization or registration of the Ministry of Finance and Public Credit, the National Banking and Securities

Commission, the National Commission of Insurance and Suretyship or the National Retirement Savings System

Commission.

The undersigned authorizes the National Commission of Insurance and Suretyship to verify, if applicable,

before Mexican financial entities, credit information societies and any competent authority, the veracity of the declarations contained

in this document, regarding any type of operations, in accordance with what is provided in article 41 of the Law of Insurance and Suretyship Institutions.

Likewise, I authorize the National Commission of Insurance and Suretyship to, during the time I serve as

shareholder of the institution in question or maintain shares representing its capital stock in guarantee, in case that Commission learns by any means that I no longer

meet the requirements of fractions I to IV and VI above, or if it has news that I am in a

proceeding before any jurisdictional body, verify and request the corresponding information.

The declarations under oath contained in this document are made for the purpose

that that National Commission of Insurance and Suretyship has elements of judgment to evaluate the

honorability and good credit and business history of the undersigned and to determine, if applicable,

in the exercise of the discretionary power conferred by article 11 of the Law of Insurance and Suretyship Institutions on that authority, if it is prudent and opportune to participate as a shareholder in the share capital of the institution ( type of institution ), to be named ___________ with the proposed shareholding percentages

[to be proposed] in the authorization request we are dealing with.

Sincerely,

(Name and signature of the interested party)

Filling instructions (format numeral I, subsection a):

Fill in the blanks and provide the information indicated in parentheses, as

appropriate.

Attach the special credit reports issued by two credit information societies, with an

issue date no older than three months prior to the date of application, which constitute

Annex 1.

In the event that the interested party is not able to make any of the declarations

referred to in numerals I to IV of this letter, they must express in the corresponding numeral

such circumstance, detailing the facts, acts and reasons that prevent it or for which they do not

fall under the referred scenarios.

In case the person has caused loss, damage or patrimonial detriment,

directly or through an intermediary person, to the detriment of financial entities due to the

non-compliance with obligations owed by them or with discounts, forgiveness or discounts received

regarding credits, unless these had been under general programs

implemented by the financial entities themselves or the Federal Government, the interested party must

declare such situation, indicating the terms and characteristics of the credit in question, with

indication of the accrediting entity, as well as a detailed description of the circumstances under which

the loss, damage or patrimonial detriment occurred. For these purposes, it will be understood that a natural person acted through the interposition of a legal entity, when the

first has or has had control of the second, or when it exercises or has exercised command power

regarding the society or association in question.

In case the person has caused loss, damage or patrimonial detriment to

to issuing companies in the securities market in which they exercise or have exercised

control or have or have had command power, due to non-compliance with payment obligations

contracted with them, the interested party must declare such situation, indicating the terms and

characteristics of the operation in question, with indication of the issuing company, as well as a

detailed description of the circumstances under which the loss, damage or

patrimonial detriment occurred.

In case the person has been a shareholder, councilor, commissioner, general manager or relevant executive

in a legal entity to which the Ministry of Finance and Public Credit, the National

Banking and Securities Commission, the National Commission of Insurance and Suretyship or the National Commission

of the Retirement Savings System, have denied the concession, authorization, registration; have had

the concession or authorization revoked, or the registration cancelled, or have denied authorization

to acquire shares of the capital stock of said legal entities, they must declare

such situation, indicating a detailed description of the circumstances under which the concession was revoked,

cancelled or denied, the authorization, registration or the authorization to acquire shares of the capital

stock.

Attach a document issued by a legal entity of recognized prestige in the judgment of the

National Commission of Insurance and Suretyship, that provides legal services and in which the information indicated in the previous fraction V is stated, noting that it had

the supporting documentation at hand for it, in case a procedure has been declared.

Copy of the contract for the provision of legal services that the applicant has entered into with the legal

entity referred to in the previous numeral, which contains the terms and conditions agreed upon by

the parties for the issuance of the document contained in the previous numeral, regarding which the National Commission of Insurance and Suretyship may require modifications.

Attach your curriculum vitae in which the reasons or causes for the termination of the

labor relationships presented in that information are detailed.

Attach your registration data certificate issued by the Attorney General's Office

or the Prosecutor's Office that replaces it, as well as the letter of no criminal records issued by the

Attorney General's Office or the State Prosecutor's Office of the place of your residence and of the State where you have your

main place of business.

b)

Format of letter of protest for legal entities:

Mexico City, on __ of _____________ of ______.

NATIONAL COMMISSION OF INSURANCE AND SURETYSHIP

Present.

(Name or corporate name of the legal entity), through its representative ( name of the

legal representative ), personality accredited by power of attorney contained in ( data of the deed and of its

registration in the Public Registry of Commerce ), declares under oath and with the object of

providing the information that may be necessary in relation to the authorization request presented

[to

be presented] before that National Commission of Insurance and Suretyship for the organization and operation of the

institution ( type of institution ), to be named ____________, the following:

I.

That it has a good credit history according to the special credit reports issued by

the credit information societies named ____________ and _____________, and it is

up to date in the fulfillment of its credit obligations in favor of financial entities

subject to the supervision of the Mexican financial authorities, including regarding

credits that have been subject to restructuring. Attached hereto, please find as

Annex 1, the special credit reports in which that Commission can verify that there is no

non-compliance with its credit obligations in favor of financial entities subject to the

supervision of the Mexican financial authorities, or if there is any key of

prevention in that regard, from the reports themselves it can be appreciated:

a)

The existence of a favorable resolution for the debtor regarding the challenge of the registration in question, due to errors attributable to the users of the credit information societies that are financial entities subject to the supervision of the Mexican financial authorities;

b)

The existence of payment of overdue debts at the date of the inquiry and evidence of sustained payment over a period of 1 year;

c)

Payment of losses caused to a financial entity, regardless of the amount, promoted voluntarily by the creditor, or

d)

The existence of favorable judicial resolutions for the creditors, in the event of litigation with the creditors.

Likewise, we declare that our represented party has not failed to comply with its payment obligations for debt instruments in the securities market, nor does it exercise or has it exercised control power over an issuing society that has done so.

II.

That it has not been subject to administrative investigation or inquiry procedures before the National Commission for Insurance and Sureties for serious violations of national or foreign financial laws, or before other Mexican supervisory and regulatory institutions of the financial system or of other countries, or that if it has been, these concluded with a final and definitive resolution or agreement/convention in which its exoneration was expressly determined.

III.

That it has not been declared in civil or commercial insolvency, or that even if it has been, it was terminated due to the causes indicated in fractions I, II, or V of article 262 of the Commercial Insolvency Law, or, in the case of civil insolvency, by having paid creditors in full or entered into an agreement with them, in accordance with local laws.

IV.

That it is or has been a subject or party in proceedings before common or federal jurisdictional bodies, criminal investigations, as well as any other procedure, which are indicated below: (2)

Type of procedure

Body before which the procedure is carried out

Capacity in which it intervened

Status of the procedure, including start date and, if applicable, conclusion

Outcome of the definitive resolution, if any

V.

That it has not been a shareholder of a legal entity to which the Ministry of Finance and Public Credit, the National Banking and Securities Commission, the National Commission for Insurance and Sureties, or the National Retirement Savings System Commission, has denied the concession, authorization, or registration.

VI.

That it has not been a shareholder of a financial entity to which the concession, authorization, or registration has been revoked by the Ministry of Finance and Public Credit, the National Banking and Securities Commission, the National Commission for Insurance and Sureties, or the National Retirement Savings System Commission.

The undersigned authorizes the National Commission for Insurance and Sureties to verify, before Mexican financial entities, credit information societies, and any competent authority, the truthfulness of the declarations contained in this document, regarding any type of operations, as provided in article 41 of the Law of Insurance and Surety Institutions.

Likewise, I authorize the National Commission for Insurance and Sureties to verify and request the corresponding information during the time that my represented party serves as a shareholder of the institution in question or maintains shares representing its social capital in guarantee, in case said Commission learns by any means that it no longer meets the conditions of fractions I to III and V and VI above, or has news that it is in a process before any jurisdictional body.

The declarations under oath contained in this document are made for the purpose of allowing that National Commission for Insurance and Sureties to have elements of judgment to evaluate the honorability, credit history, and satisfactory business history of the undersigned and to determine, if appropriate, in the exercise of the discretionary power conferred by article 11 of the Law of Insurance and Surety Institutions on that authority, whether it is prudent and opportune for them to participate as a shareholder in the social capital of the institution ( type of institution ), to be named ___________ with the proposed shareholding percentages [to be proposed] in the authorization request we are addressing.

Sincerely,

(Name and signature of the legal representative)

(Name or corporate name of the legal entity)

Filling instructions (format numeral I, subsection b):

Fill in the blanks and provide the information indicated in parentheses, as appropriate.

Attach the special credit reports issued by two credit information societies, with an issue date not more than three months prior to the date of the application, which constitute Annex 1.

In the event that the interested party is not able to make any of the declarations referred to in numerals I to III of this letter, they must express this circumstance in the corresponding numeral, detailing the facts, acts, and reasons that prevent them or for which they do not fall under the referred conditions.

In case the person has caused loss, damage, or financial detriment, directly or through an intermediary person, to the detriment of financial entities due to non-compliance with their obligations or of discounts, forgiveness, or discounts received regarding credits, unless these were under general programs implemented by the financial entities themselves or the Federal Government, the interested party must declare this situation, indicating the terms and characteristics of the credit in question, with indication of the lending entity, as well as a detailed description of the circumstances under which the loss, damage, or financial detriment occurred.

In case the person has caused loss, damage, or financial detriment to the detriment of issuing societies in the securities market in which they exercise or have exercised control or have or have had control power, due to non-compliance with payment obligations contracted with them, the interested party must declare this situation, indicating the terms and characteristics of the operation in question, with indication of the issuing society, as well as a detailed description of the circumstances under which the loss, damage, or financial detriment occurred.

In case the person has been a shareholder in a legal entity to which the Ministry of Finance and Public Credit, the National Banking and Securities Commission, the National Commission for Insurance and Sureties, or the National Retirement Savings System Commission have denied the concession, authorization, or registration, or if it has been revoked, they must declare this situation, indicating a detailed description of the circumstances under which the concession, authorization, or registration was revoked or denied.

Accompany a document issued by a legal entity of recognized prestige in the judgment of the National Commission for Insurance and Sureties, which provides legal services and in which the information indicated in the previous fraction IV is stated, noting that it had the supporting documentation for it, in case a procedure was declared.

Copy of the legal services contract that the applicant has entered into with the legal entity referred to in the previous numeral, which contains the terms and conditions agreed upon by the parties for the issuance of the document contained in the previous numeral, regarding which the National Commission for Insurance and Sureties may require modifications.

II.

Persons who intend to obtain authorization to acquire directly or indirectly more than 5% of the shares representing the paid-up social capital of an Institution.

a)

Protest letter format for natural persons:

Mexico City, on __ of _____________ of ______.

NATIONAL COMMISSION FOR INSURANCE AND SURETIES

Present.

The undersigned, ( name of the person signing ), by my own right and with the object of providing the information that may be necessary in relation to the authorization request presented [to be presented] before that National Commission for Insurance and Sureties to acquire directly or indirectly more than five percent of shares representing the paid-up capital of the institution ( type of institution )

denominated____________, I declare under oath the following:

I.

That I have a good credit history according to the special credit reports issued by the credit information societies named ____________ and _____________, and I am up to date in fulfilling my credit obligations in favor of financial entities subject to the supervision of the Mexican financial authorities, including regarding credits that have been subject to restructuring. Attached hereto, please find as Annex 1, the special credit reports of the undersigned, in which that Commission can verify that there is no non-compliance with my credit obligations in favor of financial entities subject to the supervision of the Mexican financial authorities, or that if there is any prevention key in that regard, from the reports themselves it can be appreciated:

a)

The existence of a favorable resolution for the debtor regarding the challenge of the registration in question, due to errors attributable to the users of the credit information societies that are financial entities subject to the supervision of the Mexican financial authorities;

b)

The existence of payment of overdue debts at the date of the inquiry and evidence of sustained payment over a period of 1 year;

c)

Payment of losses caused to a financial entity, regardless of the amount, promoted voluntarily by the creditor, or

d)

The existence of favorable judicial resolutions for the creditors, in the event of litigation with the creditors.

Likewise, I declare that I do not have nor have had control, nor do I exercise or have I exercised control power over an issuing society that has failed to comply with its payment obligations for debt instruments in the securities market.

II.

That I am not or have not been subject to a criminal process for intentional crime punishable by a penalty of more than one year of imprisonment, and that, in case I have been, it concluded with an acquittal.

III.

That I have not been subject to administrative investigation or inquiry procedures before the National Commission for Insurance and Sureties for serious violations of national or foreign financial laws, or before other Mexican supervisory and regulatory institutions of the financial system or of other countries, or that if I have been, these concluded with a final and definitive resolution or agreement/convention in which my exoneration was expressly determined.

IV.

That I have not been declared in civil or commercial insolvency, or that even if I have been, it was terminated due to the causes indicated in fractions I, II, or V of article 262 of the Commercial Insolvency Law, or, in the case of civil insolvency, by having paid creditors in full or entered into an agreement with them, in accordance with local laws.

V.

That I am or have been a subject or party in proceedings before common or federal jurisdictional bodies, criminal investigations, as well as any other procedure, even in other countries, individually and, if applicable, in my capacity as legal representative, advisor, official, employee, or commissioner of any legal entity, which are indicated below: (3)

Type of procedure

Body before which the procedure is carried out

Capacity in which I intervened

Status of the procedure, including start date and, if applicable, conclusion

Outcome of the definitive resolution, if any

VI.

That I have not been a shareholder, advisor, commissioner, general director, or relevant executive in a legal entity to which the Ministry of Finance and Public Credit, the National Banking and Securities Commission, the National Commission for Insurance and Sureties, or the National Retirement Savings System Commission, have denied the concession, authorization, or registration, nor has the authorization to acquire shares of the social capital of societies supervised by said National Commissions been denied to me.

VII.

That I have not been a shareholder, advisor, commissioner, or relevant executive in a financial entity to which the concession or authorization has been revoked, or the registration canceled, nor has the authorization to acquire shares of the social capital of societies that enjoy the concession, authorization, or registration of the Ministry of Finance and Public Credit, the National Banking and Securities Commission, the National Commission for Insurance and Sureties, or the National Retirement Savings System Commission been denied to me.

The undersigned authorizes the National Commission for Insurance and Sureties to verify, before Mexican financial entities, credit information societies, and any competent authority, the truthfulness of the declarations contained in this document, regarding any type of operations, as provided in article 41 of the Law of Insurance and Surety Institutions.

Likewise, I authorize the National Commission for Insurance and Sureties to verify and request the corresponding information during the time that I serve as a shareholder of the institution in question or maintain shares representing its social capital in guarantee, in case said Commission learns by any means that I no longer meet the conditions of fractions I to IV and VI and VII above, or has news that I am in a process before any jurisdictional body.

The declarations under oath contained in this document are made for the purpose of allowing that National Commission for Insurance and Sureties to have elements of judgment to evaluate the honorability, credit history, and satisfactory business history of the undersigned and to determine, if appropriate, in the exercise of the discretionary power conferred by article 50, fraction II, of the Law of Insurance and Surety Institutions on that authority, whether it is prudent and opportune for me to acquire directly or indirectly more than five percent of shares representing more than five percent of the paid-up social capital of the institution ( type of institution ) named ____________, with the proposed shareholding percentages [to be proposed] in the authorization request we are addressing.

Sincerely,

(Name and signature of the interested party)

Filling instructions (format numeral II, subsection a):

Fill in the blanks and provide the information indicated in parentheses, as appropriate.

Attach the special credit reports issued by two credit information societies, with an issue date not more than three months prior to the date of the application, which constitute Annex 1.

In the event that the interested party is not able to make any of the declarations referred to in numerals I to IV of this letter, they must express this circumstance in the corresponding numeral, detailing the facts, acts, and reasons that prevent them or for which they do not fall under the referred conditions.

In case the person has caused loss, damage, or financial detriment, directly or through an intermediary person, to the detriment of financial entities due to non-compliance with their obligations or of discounts, forgiveness, or discounts received regarding credits, unless these were under general programs implemented by the financial entities themselves or the Federal Government, the interested party must declare this situation, indicating the terms and characteristics of the credit in question, with indication of the lending entity, as well as a detailed description of the circumstances under which the loss, damage, or financial detriment occurred.

For the purposes of the above, it will be understood that a natural person acted through the interposition of a legal entity, when the former has or has had control of the latter, or when they exercise or have exercised control power over the society or association in question.

In case the person has caused loss, damage, or financial detriment to the detriment of issuing societies in the securities market in which they exercise or have exercised control or have or have had control power, due to non-compliance with payment obligations contracted with them, the interested party must declare this situation, indicating the terms and characteristics of the operation in question, with indication of the issuing society, as well as a detailed description of the circumstances under which the loss, damage, or financial detriment occurred.

In case the person has been a shareholder, advisor, commissioner, general director, or relevant executive in a legal entity to which the Ministry of Finance and Public Credit, the National Banking and Securities Commission, the National Commission for Insurance and Sureties, or the National Retirement Savings System Commission, have denied the concession, authorization, registration; if the concession or authorization has been revoked, or the registration canceled, or if the authorization to acquire shares of the social capital of said legal entities has been denied to them, they must declare this situation, indicating a detailed description of the circumstances under which the concession, authorization, registration, or the authorization to acquire shares of the social capital was revoked or denied.

Accompany a document issued by a legal entity of recognized prestige in the judgment of the National Commission for Insurance and Sureties, which provides legal services and in which the information indicated in the previous fraction V is stated, noting that it had the supporting documentation for it in case a procedure was declared.

Copy of the legal services contract that the applicant has entered into with the legal entity referred to in the previous numeral, which contains the terms and conditions agreed upon by the parties for the issuance of the document contained in the previous numeral, regarding which the National Commission for Insurance and Sureties may require modifications.

Attach their curriculum vitae in which the reasons or causes for the termination of the labor relationships presented in that information are detailed.

Attach the registration data certificate issued by the Attorney General's Office of the Republic or the one that replaces it, as well as with the criminal record certificate issued by the State Attorney General's Office or the Prosecutor's Office of the place of residence and the State where they have their main place of business.

b)

Protest letter format for legal entities:

Mexico City, on __ of _____________ of ______.

NATIONAL COMMISSION FOR INSURANCE AND SURETIES

Present.

( Name or corporate name of the legal entity ), through its representative ( name of the legal representative ), personality accredited by power contained in ( data of the deed and its registration in the Public Registry of Commerce ), declares under oath and with the object of providing the information that may be necessary in relation to the authorization request presented [to be presented] before that National Commission for Insurance and Sureties to acquire directly or indirectly more than five percent of shares representing the paid-up capital of the institution ( type of institution )

denominated____________, the following:

I.

That it has a good credit history according to the special credit reports issued by the credit information societies named ____________ and _____________, and it is up to date in fulfilling its credit obligations in favor of financial entities subject to the supervision of the Mexican financial authorities, including regarding credits that have been subject to restructuring. Attached hereto, please find as Annex 1, the special credit reports in which that Commission can verify that there is no non-compliance with its credit obligations in favor of financial entities subject to the supervision of the Mexican financial authorities, or that if there is any prevention key in that regard, from the reports themselves it can be appreciated:

a)

The existence of a favorable resolution for the debtor regarding the challenge of the registration in question, due to errors attributable to the users of the credit information societies that are financial entities subject to the supervision of the Mexican financial authorities;

b)

The existence of payment of overdue debts at the date of the inquiry and evidence of sustained payment over a period of 1 year;

c)

Payment of losses caused to a financial entity, regardless of the amount, promoted voluntarily by the creditor, or

d)

The existence of favorable judicial resolutions for the creditors, in the event of litigation with the creditors.

Likewise, we declare that our represented party has not failed to comply with its payment obligations for debt instruments in the securities market, nor does it exercise or has it exercised control power over an issuing society that has done so.

II.

That it has not been subject to administrative investigation or inquiry procedures before the National Commission for Insurance and Sureties for serious violations of national or foreign financial laws, or before other Mexican supervisory and regulatory institutions of the financial system or of other countries, or that if it has been, these concluded with a final and definitive resolution or agreement/convention in which its exoneration was expressly determined.

III.

That it has not been declared in civil or commercial insolvency, or that even if it has been, it was terminated due to the causes indicated in fractions I, II, or V of article 262 of the Commercial Insolvency Law, or, in the case of civil insolvency, by having paid creditors in full or entered into an agreement with them, in accordance with local laws.

IV.

That it is or has been a subject or party in proceedings before common or federal jurisdictional bodies, criminal investigations, as well as any other procedure, which are indicated below: (4)

Type of procedure

Body before which the procedure is carried out

proceeding is carried out

Character with which the intervention

Status of the procedure, including start date and, if applicable, conclusion

Meaning of the definitive resolution, if any

V.

That he has not been a shareholder of a legal entity to which the Ministry of Finance and Public Credit, the National Banking and Securities Commission, the National Insurance and Sureties Commission or the National Retirement Savings System Commission has denied the concession, authorization or registration.

VI.

That he has not been a shareholder of a financial entity to which the concession has been revoked, authorization or registration by the Ministry of Finance and Public Credit, the Commission National Banking and Securities, the National Insurance and Sureties Commission or the National Commission of the Retirement Savings System.

The undersigned authorizes the National Insurance and Sureties Commission to, if applicable, verify with Mexican financial entities, credit information societies and any competent authority, the truthfulness of the statements contained in this writing, regarding any type of operations, in accordance with what is provided in article 41 of the Law of Insurance and Surety Institutions.

Likewise, I authorize the National Insurance and Sureties Commission to during the time that my representative serves as a shareholder of the institution in question or, maintains in guarantee shares representing its social capital, in case said Commission learns by any means that I ceased to be in the circumstances of fractions I to III and V and VI above, or if I have news that I am in a process before any jurisdictional body, verify and request the information corresponding.

The statements under oath contained in this document are made for purposes that that National Insurance and Sureties Commission has elements of judgment to evaluate the honorability and satisfactory credit and business history of the undersigned and to determine, if applicable, in the exercise of the discretionary power conferred by article 50, fraction II, of the Law of Institutions of Insurance and Sureties to that authority, if it is prudent and opportune to acquire directly or indirectly more than five percent of shares representing more than five percent of the paid-in social capital of the institution ( type of institution ) named ____________, with the shareholding percentages proposed [to be proposed] in the authorization request that concerns us.

Sincerely,

(Name and signature of the legal representative)

(Name or corporate name of the legal entity)

Filling instructions (format numeral II, subsection b):

Fill in the blanks and provide the information indicated in parentheses, according to corresponds.

Attach the special credit reports issued by two credit information societies, with issue date not more than three months prior to the application date, which conform to Annex 1.

In the event that the interested party is not able to make any of the declarations refer to the numerals I to III of this letter, he must express in the corresponding numeral such circumstance, detailing the facts, acts and reasons that prevent him or for which he does not locate in the referred circumstances.

In the event that the person has caused damage, loss or detriment to assets, directly or through an intermediary person, to the detriment of financial entities due to non-compliance with obligations on their part or of discounts, forgiveness or discounts received with respect to credits, unless these had been under general programs implemented by the financial entities themselves or the Federal Government, the interested party must declare such situation, indicating the terms and characteristics of the credit in question, with indication of the accrediting entity, as well as a detailed description of the circumstances under which the damage, loss or detriment to assets occurred.

In the event that the person has caused damage, loss or detriment to assets to the detriment of issuing societies in the securities market in which he exercises or has exercised control or has or has had power of command, due to non-compliance with payment obligations contracted with them, the interested party must declare such situation, indicating the terms and characteristics of the operation in question, with indication of the issuing society, as well as a detailed description of the circumstances under which the damage, loss or detriment to assets occurred.

In the event that the person has been a shareholder in a legal entity to which the Ministry of Finance and Public Credit, the National Banking and Securities Commission, the National Commission of Insurance and Sureties or the National Commission of the Retirement Savings System, have denied the concession, authorization or registration, or if it has been revoked, he must declare such situation, indicating a detailed description of the circumstances under which the concession, authorization or registration was revoked or denied.

Accompany a document issued by a legal entity of recognized prestige to the judgment of the National Insurance and Sureties Commission, which provides legal services and in which the information indicated in the previous fraction IV is stated, stating that it had the supporting documentation for it, in case a procedure has been declared.

Copy of the legal services contract that the applicant has celebrated with the legal entity referred to in the previous numeral, which contains the terms and conditions agreed upon between the parties for the issuance of the document contained in the previous numeral, regarding which the National Insurance and Sureties Commission may require modifications.

III.

Persons who intend to obtain authorization to constitute themselves as secured creditors with respect to more than 5% of the shares representing the paid-in capital of an Institution.

a)

Format of protest letter for individuals:

Mexico City, on __ of _____________ of ______.

NATIONAL INSURANCE AND SURETIES COMMISSION

Present.

The undersigned, ( name of the person signing ), by my own right and with the object of providing the information that may be necessary in relation to the authorization request presented [to be presented] before that National Insurance and Sureties Commission to constitute itself as a secured creditor on shares representing more than five percent of the paid-in capital of the institution ( type of institution ) named _____________, I declare under oath as follows:

I.

That I enjoy a good credit history according to the special credit reports issued by the credit information societies named ____________ and _____________, and I am up to date in the fulfillment of my credit obligations in favor of entities financial subject to the supervision of Mexican financial authorities, including regarding credits that have been subject to restructuring. Attached hereto, please find as Annex 1, the special credit reports of the undersigned, in which that Commission can verify that there is no non-compliance with my credit obligations in favor of financial entities subject to the supervision of the Mexican financial authorities, or that if there is any key of prevention in that sense, from the reports themselves it can be appreciated:

a)

The existence of a favorable resolution for the debtor by the challenge of the registration of which it is about, due to errors attributable to the users of the credit information societies that are financial entities subject to the supervision of the Mexican authorities financial;

b)

The existence of payment of overdue debts at the date of the consultation and evidence of payment sustained in a period of 1 year;

c)

Payment of losses caused to a financial entity, regardless of its amount, promoted by voluntarily by the accredited, or

d)

The existence of judicial resolutions favorable to the accredited, before litigation with the creditors.

Likewise, I declare that I do not have nor have had control, nor do I exercise nor have I exercised power of command of an issuing society that has failed to meet its payment obligations for debt instruments in the securities market.

II.

That I am not nor have been, subject to criminal proceedings for intentional crime sanctioned with a penalty corporal greater than one year of imprisonment and that, in case I have been, it concluded with sentence acquittal.

III.

That I have not been subject to proceedings of inquiry or investigation of an administrative nature before the National Insurance and Sureties Commission for serious infractions to the laws national or foreign financial, or before other Mexican supervisory and regulatory institutions of the financial system or of other countries, or that having been so, these had as conclusion final and definitive resolution or agreement/agreement in which it was expressly determined my exoneration.

IV.

That I have not been declared in civil or commercial bankruptcy, or that even if I have been, this was given by terminated by the causes indicated in fractions I, II or V of article 262 of the Law of Commercial Bankruptcies, or, in the case of civil bankruptcy, by having paid in full to the creditors or entered into an agreement with them, in terms of local laws.

V.

That I am or have been subject or party to the processes before jurisdictional bodies of the common order or federal, criminal investigations, as well as any other procedure, even in other countries, individually and, if applicable, in my capacity as legal representative, counselor, official, employee or commissioner of any legal entity, which are indicated below: (5)

Type of procedure

Body before whom the procedure is carried out

Character with which the intervention

Status of the procedure, including start date and, if applicable, conclusion

Meaning of the definitive resolution, if any

VI.

That I have not been a shareholder, counselor, commissioner, general director or relevant executive in a legal entity to which the Ministry of Finance and Public Credit, the National Banking and Securities Commission, the National Insurance and Sureties Commission or the National Commission of the Retirement Savings System, have denied the concession, authorization or registration, nor has it been denied me the authorization to acquire shares of the social capital of societies supervised by said National Commissions.

VII.

That I have not been a shareholder, counselor, commissioner or relevant executive in a financial entity to which the concession or authorization has been revoked, or the registration canceled, nor has it been denied me the authorization to acquire shares of the social capital of societies that enjoy the concession, authorization or registration of the Ministry of Finance and Public Credit, the National Banking and Securities Commission, the National Insurance and Sureties Commission or the National Commission of the Retirement Savings System.

The undersigned authorizes the National Insurance and Sureties Commission to, if applicable, verify with Mexican financial entities, credit information societies and any competent authority, the truthfulness of the statements contained in this writing, regarding any type of operations, in accordance with what is provided in article 41 of the Law of Insurance and Surety Institutions.

Likewise, I authorize the National Insurance and Sureties Commission to during the time that I serve as a shareholder of the institution in question or, maintain in guarantee shares representing its social capital, in case said Commission learns by any means that I ceased to be in the circumstances of fractions I to IV and VI and VII above, or if I have news that I am in a process before any jurisdictional body, verify and request the information corresponding.

The statements under oath contained in this document are made for purposes that that National Insurance and Sureties Commission has elements of judgment to evaluate the honorability and satisfactory credit and business history of the undersigned and to determine, if applicable, in the exercise of the discretionary power conferred by article 50, fraction II, of the Law of Institutions of Insurance and Sureties to that authority, if it is prudent and opportune to constitute myself as a secured creditor on shares with respect to more than five percent of shares representing more than five percent of the paid-in social capital of the institution ( type of institution ) named ____________, with the proposed share percentages [to be proposed] in the authorization request that concerns us.

Sincerely,

(Name and signature of the interested party)

Filling instructions (format numeral III, subsection a):

Fill in the blanks and provide the information indicated in parentheses, according to corresponds.

Attach the special credit reports issued by two credit information societies, with issue date not more than three months prior to the application date, which conform to the Annex 1.

In the event that the interested party is not able to make any of the declarations refer to the numerals I to IV of this letter, he must express in the corresponding numeral such circumstance, detailing the facts, acts and reasons that prevent him or for which he does not locate in the referred circumstances.

In the event that the person has caused damage, loss or detriment to assets, directly or through an intermediary person, to the detriment of financial entities due to non-compliance with obligations on their part or of discounts, forgiveness or discounts received with respect to credits, unless these had been under general programs implemented by the financial entities themselves or the Federal Government, the interested party must declare such situation, indicating the terms and characteristics of the credit in question, with indication of the accrediting entity, as well as a detailed description of the circumstances under which the damage, loss or detriment to assets occurred.

For the purposes of the above, it will be understood that a natural person acted through the interposition of a legal entity, when the first has or has had control of the second, or when exercises or has exercised power of command with respect to the society or association in question.

In the event that the person has caused damage, loss or detriment to assets to the detriment of issuing societies in the securities market in which he exercises or has exercised control or has or has had power of command, due to non-compliance with payment obligations contracted with them, the interested party must declare such situation, indicating the terms and characteristics of the operation in question, with indication of the issuing society, as well as a detailed description of the circumstances under which the damage, loss or detriment to assets occurred.

In the event that the person has been a shareholder, counselor, commissioner, general director or relevant executive in a legal entity to which the Ministry of Finance and Public Credit, the Commission National Banking and Securities, the National Insurance and Sureties Commission or the National Commission of the Retirement Savings System, have denied the concession, authorization, registration; the concession or authorization has been revoked, or the registration canceled, or if they have denied the authorization to acquire shares of the social capital of said legal entities, he must declare such situation, indicating a detailed description of the circumstances under which it was revoked, canceled or denied the concession, authorization, registration or the authorization to acquire shares of the social capital.

Accompany a document issued by a legal entity of recognized prestige to the judgment of the National Insurance and Sureties Commission, which provides legal services and in which the information indicated in the previous fraction V is stated, stating that it had the supporting documentation for it, in case a procedure has been declared.

Copy of the legal services contract that the applicant has celebrated with the person legal entity referred to in the previous numeral, which contains the terms and conditions agreed upon between the parties for the issuance of the document contained in the previous numeral, regarding which the National Insurance and Sureties Commission may require modifications.

Attach your curriculum vitae in which the reasons or causes for which the labor relationships presented in that information.

Attach your registration data certificate issued by the Attorney General's Office of the Republic or the Prosecutor's Office that replaces it, as well as with the letter of no criminal records issued by the Attorney General's Office or Prosecutor's Office of the State of your place of residence and of the State where you have your principal place of business.

b)

Format of protest letter for legal entities:

Mexico City, on __ of _____________ of ______.

NATIONAL INSURANCE AND SURETIES COMMISSION

Present.

( Name or corporate name of the legal entity ), through its representative ( name of the legal representative ), personality accredited through power contained in ( data of the deed and of its inscription in the Public Registry of Commerce ), declares under oath and with the object of providing the information that may be necessary in relation to the authorization request presented [to presented] before that National Insurance and Sureties Commission to constitute itself as secured creditors with guarantee on shares representing more than five percent of the paid-in capital of the institution ( type of institution ) named _____________, I declare as follows:

I.

That it enjoys a good credit history according to the special credit reports issued by the credit information societies named ____________ and _____________, and it is up to date in the fulfillment of its credit obligations in favor of entities financial subject to the supervision of Mexican financial authorities, including regarding credits that have been subject to restructuring. Attached hereto, please find as Annex 1, the special credit reports in which that Commission can verify that there is no non-compliance with its credit obligations in favor of financial entities subject to the supervision of the Mexican financial authorities, or that if there is any key of prevention in that sense, from the reports themselves it can be appreciated:

a)

The existence of a favorable resolution for the debtor by the challenge of the registration of which it is about, due to errors attributable to the users of the credit information societies that are financial entities subject to the supervision of the Mexican authorities financial;

b)

The existence of payment of overdue debts at the date of the consultation and evidence of payment sustained in a period of 1 year;

c)

Payment of losses caused to a financial entity, regardless of its amount, promoted by voluntarily by the accredited, or

d)

The existence of judicial resolutions favorable to the accredited, before litigation with the creditors.

Likewise, we declare that our representative has not failed to meet its payment obligations for debt instruments in the securities market, nor does it exercise nor has it exercised power of command of a issuing society that has done so.

II.

That it has not been subject to proceedings of inquiry or investigation of an administrative nature before the National Insurance and Sureties Commission for serious infractions to the laws national or foreign financial, or before other Mexican supervisory and regulatory institutions of the financial system or of other countries, or that having been so, these had as conclusion final and definitive resolution or agreement/agreement in which it was expressly determined its exoneration.

III.

That it has not been declared in civil or commercial bankruptcy, or that even if it has been, this was given by terminated by the causes indicated in fractions I, II or V of article 262 of the Law of Commercial Bankruptcies, or, in the case of civil bankruptcy, by having paid in full to the creditors or entered into an agreement with them, in terms of local laws.

IV.

That it is or has been subject or party to the processes before jurisdictional bodies of the common order or federal, criminal investigations, as well as any other procedure, which are indicated below:

Type of procedure

Body before whom the procedure is carried out

Character with which the intervention

Status of the procedure, including start date and, if applicable, conclusion

Meaning of the definitive resolution, if any

V.

That it has not been a shareholder of a legal entity to which the Ministry of Finance and Public Credit, the National Banking and Securities Commission, the National Insurance and Sureties Commission or the National Commission of the Retirement Savings System, has denied the concession, authorization or registration.

VI.

That it has not been a shareholder of a financial entity to which the concession has been revoked, authorization or registration by the Ministry of Finance and Public Credit, the Commission National Banking and Securities, the National Insurance and Sureties Commission or the National Commission of the Retirement Savings System.

The undersigned authorizes the National Insurance and Sureties Commission to, if applicable, verify with Mexican financial entities, credit information societies and any competent authority, the truthfulness of the statements contained in this writing, regarding any type of operations, in accordance with what is provided in article 41 of the Law of Insurance and Surety Institutions.

Likewise, I authorize the National Insurance and Sureties Commission to during the time that my representative serves as a shareholder of the institution in question or, maintains in guarantee shares representing its social capital, in case said Commission learns by any means that I ceased to be in the circumstances of fractions I to III and V and VI above, or if I have news that I am in a process before any jurisdictional body, verify and request the information corresponding.

The statements under oath contained in this document are made for purposes

that the National Commission of Insurance and Sureties has the necessary elements to evaluate the

honorability and satisfactory credit and business history of the undersigned and to determine, if applicable,

in the exercise of the discretionary power conferred by Article 50, Section II, of the Law of Insurance and

Surety Institutions, upon that authority, whether it is prudent and opportune to constitute myself as a secured creditor

with guarantee over shares regarding more than five percent of shares representing more than five percent

of the paid-in share capital of the institution ( type of institution ) named ____________, with the

proposed [to be proposed] share percentages in the authorization request we are addressing.

Sincerely,

(Name and signature of the legal representative)

(Name or corporate name of the legal entity)

Filling Instructions (format numeral III, subsection b):

Fill in the blanks and provide the information indicated in parentheses, as

corresponds.

Attach the special credit reports issued by two credit information societies,

with an issuance date not more than three months prior to the date of the request, which constitute Annex

In the event that the interested party is not able to make any of the declarations

referred to in numerals I to III of this letter, they must express in the corresponding numeral

such circumstance, detailing the facts, acts, and reasons that prevent them or for which they do not

fall under the referred circumstances.

In the event that the person has caused any loss, damage, or financial detriment,

directly or through an intermediary person, to the detriment of financial entities due to the

non-compliance with obligations under their charge or of discounts, forgiveness, or reductions received

regarding credits, unless these were under general programs

implemented by the financial entities themselves or the Federal Government, the interested party must

declare such situation, indicating the terms and characteristics of the credit in question, with

indication of the accrediting entity, as well as a detailed description of the circumstances under which

the loss, damage, or financial detriment occurred.

In the event that the person has caused loss, damage, or financial detriment

to the detriment of issuing societies in the securities market in which they exercise or have exercised

control or have or have had command power, due to non-compliance with payment obligations

contracted with them, the interested party must declare such situation, indicating the terms and

characteristics of the operation in question, with indication of the issuing society, as well as a

detailed description of the circumstances under which the loss, damage, or

financial detriment occurred.

In the event that the person has been a shareholder in a legal entity to which the

Secretariat of Finance and Public Credit, the National Banking and Securities Commission, the National Commission of

Insurance and Sureties, or the National Retirement Savings System Commission have denied

the concession, authorization, or registration, or if it has been revoked, they must declare such situation,

indicating a detailed description of the circumstances under which the

concession, authorization, or registration was revoked or denied.

Accompany a document issued by a legal entity of recognized prestige to the judgment of the

National Commission of Insurance and Sureties, which provides legal services and in which the

information indicated in the previous subsection IV is stated, noting that it had

the supporting documentation for this in case a procedure was declared.

Copy of the legal services contract that the applicant has entered into with the legal

entity referred to in the previous numeral, which contains the terms and conditions agreed upon between

the parties for the issuance of the document contained in the previous numeral, regarding which the

National Commission of Insurance and Sureties may require modifications.

IV.

Persons or Group of Persons seeking to obtain Control of an Institution, in terms of

what is provided by Article 2, Section IX, of the Law of Insurance and

Surety Institutions.

a)

Format of protest letter for natural persons:

Mexico City, on __ of _____________ of ______.

NATIONAL COMMISSION OF INSURANCE AND SURETIES

Present.

The undersigned, ( name of the person signing ), by my own right and with the object of providing

the information that may be necessary in relation to the authorization request presented [to be presented]

before that National Commission of Insurance and Sureties to obtain control of the institution ( type of

institution ) named _____________, in terms of what is provided by Article 2, Section IX, of the Law

of Insurance and

Surety Institutions, declare under oath of truthfulness the following:

I.

That I enjoy a good credit history according to the special credit reports issued by

the credit information societies named ____________ and _____________, and I

am up to date in the fulfillment of my credit obligations in favor of financial entities subject to the supervision of the

Mexican financial authorities, including regarding

credits that have been subject to restructuring. Attached hereto, please find as

Annex 1, the special credit reports of the undersigned, in which that Commission can verify

that there is no non-compliance with my credit obligations in favor of financial entities

subject to the supervision of the Mexican financial authorities, or that if there is any key

of prevention in that sense, from the reports themselves it can be appreciated:

a)

The existence of a favorable resolution for the debtor due to the challenge of the record in question,

due to errors attributable to the users of the credit information societies

that are financial entities subject to the supervision of the Mexican financial

authorities;

b)

The existence of payment of overdue debts at the date of the query and evidence of payment

sustained over a period of 1 year;

c)

Payment of losses caused to a financial entity, regardless of the amount, promoted

voluntarily by the accredited person, or

d)

The existence of favorable judicial resolutions for the accredited persons, in litigation with the

creditors.

Likewise, I declare that I do not have nor have had control, nor do I exercise nor have I exercised command power

of an issuing society that has failed to meet its debt securities payment obligations in the

securities market.

II.

That I have not been nor am subject to criminal proceedings for intentional crimes punishable by

a corporal penalty greater than one year of imprisonment, and that, in case I have been, it concluded with an

acquittal sentence.

III.

That I have not been subject to administrative investigation or inquiry procedures

before the National Commission of Insurance and Sureties for serious infractions to the financial laws

national or foreign, or before other Mexican supervisory and regulatory institutions of the

financial system or of other countries, or that, having been subject to them, they concluded with a

final and definitive resolution or agreement/convention in which my

exoneration was expressly determined.

IV.

That I have not been declared in civil or commercial bankruptcy, or that even if I have been, it was

terminated by the causes indicated in Sections I, II, or V of Article 262 of the

Commercial Bankruptcy Law, or, regarding civil bankruptcy, by having paid in full to the

creditors or entered into an agreement with them, in terms of local laws.

V.

That I am or have been a subject or party in processes before common or

federal jurisdictional bodies, criminal investigations, as well as any other procedure, even in other

countries, individually and, if applicable, in my capacity as legal representative, advisor, official,

employee, or commissioner of any legal entity, which are indicated below: (7)

Type of

procedure

Body before which

the procedure

takes place

Capacity in which

I intervened

Status of the

procedure,

including start date and, if applicable,

conclusion

Sense of the

definitive resolution,

if applicable

VI.

That I have not been a shareholder, advisor, commissioner, general manager, or relevant executive in a

legal entity to which the Secretariat of Finance and Public Credit, the National Banking and

Securities Commission, the National Commission of

Insurance and Sureties, or the National Retirement Savings System Commission, have denied the

concession, authorization, or registration, nor has the authorization been denied to me

to acquire shares of the share capital of societies supervised by said

National Commissions.

VII.

That I have not been a shareholder, advisor, commissioner, or relevant executive in a financial entity to

which the concession or authorization has been revoked or the registration canceled, nor has the authorization

been denied to me to acquire shares of the share capital of societies that enjoy the concession,

authorization, or registration of the Secretariat of Finance and Public Credit, the National Banking and

Securities Commission, the National Commission of

Insurance and Sureties, or the National Retirement Savings System Commission.

The undersigned authorizes the National Commission of Insurance and Sureties to, if applicable,

verify before Mexican financial entities, credit information societies, and any competent

authority, the truthfulness of the declarations contained in this writing, regarding any type

of operations, as provided in Article 41 of the Law of Insurance and

Surety Institutions.

Likewise, I authorize the National Commission of Insurance and Sureties to, during the time I

serve as a shareholder of the institution in question or, if applicable,

maintain in guarantee shares representing its share capital, in case that Commission finds out by any means that I ceased to

be in the circumstances of subsections I to IV and VI and VII above, or if it has news that I am in a

process before any jurisdictional body, verify and request the corresponding information.

The declarations under oath of truthfulness contained in this document are made for the purpose

that that National Commission of Insurance and Sureties has the necessary elements to evaluate the

honorability and satisfactory credit and business history of the undersigned and to determine, if applicable,

in the exercise of the discretionary power conferred by Article 50, Section II, of the Law of Insurance and

Surety Institutions upon that authority, whether it is prudent and opportune to obtain control of the

institution ( type of institution ) named _____________, in terms of what is provided by Article 2,

Section IX, of the Law of Insurance and

Surety Institutions, in the authorization request we are addressing,

with the proposed share ownership percentages [to be proposed] in the authorization request we are

addressing.

Sincerely,

(Name and signature of the interested party)

Filling Instructions (format numeral IV, subsection a):

Fill in the blanks and provide the information indicated in parentheses, as

corresponds.

Attach the special credit reports issued by two credit information societies, with

an issuance date not more than three months prior to the date of the request, which constitute

Annex

In the event that the interested party is not able to make any of the declarations

referred to in numerals I to IV of this letter, they must express in the corresponding numeral

such circumstance, detailing the facts, acts, and reasons that prevent them or for which they do not

fall under the referred circumstances.

In the event that the person has caused any loss, damage, or financial detriment,

directly or through an intermediary person, to the detriment of financial entities due to the

non-compliance with obligations under their charge or of discounts, forgiveness, or reductions received

regarding credits, unless these were under general programs

implemented by the financial entities themselves or the Federal Government, the interested party must

declare such situation, indicating the terms and characteristics of the credit in question, with

indication of the accrediting entity, as well as a detailed description of the circumstances under which

the loss, damage, or financial detriment occurred.

For the purposes of the foregoing, it will be understood that a natural person acted through the interposition of

a legal entity, when the former has or has had control of the latter, or when

exercises or has exercised command power with respect to the society or association in question.

In the event that the person has caused loss, damage, or financial detriment

to the detriment of issuing societies in the securities market in which they exercise or have exercised

control or have or have had command power, due to non-compliance with payment obligations

contracted with them, the interested party must declare such situation, indicating the terms and

characteristics of the operation in question, with indication of the issuing society, as well as a

detailed description of the circumstances under which the loss, damage, or

financial detriment occurred.

In the event that the person has been a shareholder, advisor, commissioner, general manager, or relevant executive

in a legal entity to which the Secretariat of Finance and Public Credit, the National

Banking and Securities Commission, the National Commission of

Insurance and Sureties, or the National Retirement Savings System Commission have denied the

concession, authorization, registration, or if the concession or authorization has been

revoked or the registration canceled, or if the authorization has been denied to them

to acquire shares of the share capital of said legal entities, they must declare such situation,

indicating a detailed description of the circumstances under which the

concession, authorization, registration, or the authorization to acquire shares of the share capital was revoked or denied.

Accompany a document issued by a legal entity of recognized prestige to the judgment of the

National Commission of Insurance and Sureties, which provides legal services and in which the

information indicated in the previous subsection V is stated, noting that it had

the supporting documentation for this, in case a procedure was declared.

Copy of the legal services contract that the applicant has entered into with the legal

entity referred to in the previous numeral, which contains the terms and conditions agreed upon between

the parties for the issuance of the document contained in the previous numeral, regarding which the

National Commission of Insurance and Sureties may require modifications.

Attach their curriculum vitae in which the reasons or causes for the termination of the

labor relationships presented in that information are detailed.

Accompany their registration data certificate issued by the Attorney General's Office

of the Republic or the one that replaces it, as well as with the criminal record letter issued by the

Attorney General's Office or Prosecutor's Office of the State of their residence and of the State where they have

their main place of business.

b)

Format of protest letter for legal entities:

Mexico City, on __ of _____________ of ______.

NATIONAL COMMISSION OF INSURANCE AND SURETIES

Present.

( Name or corporate name of the legal entity ), through its representative ( name of the

legal representative ), personality accredited through power of attorney contained in ( data of the deed and its

registration in the Public Commerce Registry ), declares under oath of truthfulness and with the object of

providing the information that may be necessary in relation to the authorization request presented [to be

presented] before that National Commission of Insurance and Sureties to obtain control of the institution ( type

of institution ) named _____________, in terms of what is provided by Article 2, Section IX, of the

Law of Insurance and

Surety Institutions, the following:

I.

That it enjoys a good credit history according to the special credit reports issued by

the credit information societies named ____________ and _____________, and it

is up to date in the fulfillment of its credit obligations in favor of financial entities subject to the supervision of the

Mexican financial authorities, including regarding

credits that have been subject to restructuring. Attached hereto, please find as

Annex 1, the special credit reports in which that Commission can verify that there is no

non-compliance with its credit obligations in favor of financial entities subject to the

supervision of the Mexican financial authorities, or that if there is any key of

prevention in that sense, from the reports themselves it can be appreciated:

a)

The existence of a favorable resolution for the debtor due to the challenge of the record in question,

due to errors attributable to the users of the credit information societies

that are financial entities subject to the supervision of the Mexican financial

authorities;

b)

The existence of payment of overdue debts at the date of the query and evidence of payment

sustained over a period of 1 year;

c)

Payment of losses caused to a financial entity, regardless of the amount, promoted

voluntarily by the accredited person, or

d)

The existence of favorable judicial resolutions for the accredited persons, in litigation with the

creditors.

Likewise, we declare that our represented entity has not failed to meet its debt securities payment obligations in the

securities market, nor does it exercise nor has it exercised command power of an

issuing society that has done so.

II.

That it has not been subject to administrative investigation or inquiry procedures

before the National Commission of Insurance and Sureties for serious infractions to the financial laws

national or foreign, or before other Mexican supervisory and regulatory institutions of the

financial system or of other countries, or that, having been subject to them, they concluded with a

final and definitive resolution or agreement/convention in which its

exoneration was expressly determined.

III.

That it has not been declared in civil or commercial bankruptcy, or that even if it has been, it was

terminated by the causes indicated in Sections I, II, or V of Article 262 of the

Commercial Bankruptcy Law, or, regarding civil bankruptcy, by having paid in full to the

creditors or entered into an agreement with them, in terms of local laws.

IV.

That it is or has been a subject or party in processes before common or

federal jurisdictional bodies, criminal investigations, as well as any other procedure, which are

indicated below: (8)

Type of

procedure

Body before which

the procedure

takes place

Capacity in which

it intervened

Status of the

procedure,

including start date and, if applicable,

conclusion

Sense of the

definitive resolution,

if applicable

V.

That it has not been a shareholder of a legal entity to which the concession,

authorization, or registration has been revoked by the Secretariat of Finance and Public Credit, the National

Banking and Securities Commission, the National Commission of

Insurance and Sureties, or the National Retirement Savings System Commission, or to which the

concession, authorization, or registration has been denied.

VI.

That it has not been a shareholder of a financial entity to which the concession,

authorization, or registration has been revoked by the Secretariat of Finance and Public Credit, the National

Banking and Securities Commission, the National Commission of

Insurance and Sureties, or the National Retirement Savings System Commission.

The undersigned authorizes the National Commission of Insurance and Sureties to, if applicable,

verify before Mexican financial entities, credit information societies, and any competent

authority, the truthfulness of the declarations contained in this writing, regarding any type

of operations, as provided in Article 41 of the Law of Insurance and

Surety Institutions.

Likewise, I authorize the said Commission to, during the time my represented entity

serves as a shareholder of the institution in question or, if applicable,

maintain in guarantee shares representing its share capital, in case that Commission finds out by any means that it ceased to

be in the circumstances of subsections I to III and V and VI above, or if it has news that it is in a

process before any jurisdictional body, verify and request the corresponding information.

The declarations under oath of truthfulness contained in this document are made for the purpose

that that National Commission of Insurance and Sureties has the necessary elements to evaluate the

honorability and satisfactory credit and business history of the undersigned and to determine, if applicable,

in the exercise of the discretionary power conferred by Article 50, Section II, of the Law of Insurance and

Surety Institutions upon that authority, whether it is prudent and opportune to obtain control of the institution

( type

of institution ) named _____________, in terms of what is provided by Article 2, Section IX, of the

Law of Insurance and

Surety Institutions, with the proposed share ownership percentages

[ to

be proposed] in the authorization request we are addressing.

Sincerely,

(Name and signature of the legal representative)

(Name or corporate name of the legal entity)

Filling Instructions (format numeral IV, subsection b):

Fill in the blanks and provide the information indicated in parentheses, as

corresponds.

Attach the special credit reports issued by two credit information societies, with

an issuance date not more than three months prior to the date of the request, which constitute Annex 1.

In the event that the interested party is not able to make any of the declarations

referred to in numerals I to III of this letter, they must express in the corresponding numeral

such circumstance, detailing the facts, acts, and reasons that prevent them or for which they do not

fall under the referred circumstances.

In the event that the person has caused any loss, damage, or financial detriment,

directly or through an intermediary person, to the detriment of financial entities due to the

non-compliance with obligations incumbent upon them or of debt settlements, forgiveness, or discounts received regarding credits, unless these were under general programs implemented by the financial entities themselves or the Federal Government, the interested party must declare such situation, indicating the terms and characteristics of the credit in question, with indication of the accrediting entity, as well as a detailed description of the circumstances under which the damage, diminution, or detriment to patrimony occurred.

In the event that the person has caused damage, diminution, or detriment to patrimony to the detriment of issuing companies in the securities market in which they exercise or have exercised control or have or have had power of command, due to non-compliance with payment obligations contracted with them, the interested party must declare such situation, indicating the terms and characteristics of the operation in question, with indication of the issuing company, as well as a detailed description of the circumstances under which the damage, diminution, or detriment to patrimony occurred.

In the event that the person has been a shareholder in a legal entity to which the Ministry of Finance and Public Credit, the National Banking and Securities Commission, the National Insurance and Surety Commission, or the National Retirement Savings System Commission have denied the concession, authorization, or registration, or if it has been revoked, they must declare such situation, indicating a detailed description of the circumstances under which the concession, authorization, or registration was revoked or denied.

Accompany a document issued by a legal entity of recognized prestige in the judgment of the National Insurance and Surety Commission, which provides legal services and in which the information indicated in the previous fraction IV is stated, noting that it had the supporting documentation for this purpose, in case a procedure has been declared.

Copy of the legal services contract that the applicant has celebrated with the legal entity referred to in the previous numeral, which contains the terms and conditions agreed upon between the parties for the issuance of the document contained in the previous numeral, regarding which the National Insurance and Surety Commission may require modifications.

ANNEX 2.1.3-a.

INFORMATION AND DOCUMENTATION REGARDING APPLICATIONS FOR AUTHORIZATION TO CONSTITUTE AN INSURANCE INSTITUTION

The following information and documentation, which must be presented in original and in files on a magnetic or optical storage medium, in PDF format and identified according to the numerals and sub-sections of this Annex:

I.

Draft constitutive deed or social contract that must contain the following elements:

a)

Full name or corporate name, as applicable, nationality and domicile of the natural or legal persons who constitute the society, as well as date of birth, Unique Population Registry Key and Federal Taxpayer Registry, as applicable.

b)

Description of the corporate purpose, which will be limited to functioning as an Insurance Institution in the operations and lines of business to be practiced, considering for this purpose what is provided by the LISF and by these Regulations.

c)

Corporate name.

d)

Duration.

e)

Amount of social capital, considering for this purpose:

To have a minimum paid capital for each operation or line of business that requires authorization, which must be expressed in UDI and paid in national currency as provided in article 49 of the LISF and Chapter 6.1 of these Regulations.

When the social capital exceeds the minimum, it must be paid at least 50%, provided that this percentage is not less than the established minimum.

In the case of variable capital societies, the mandatory minimum capital will be integrated by shares without withdrawal rights. The amount of capital with withdrawal rights, in no case, can be higher than the paid capital without withdrawal rights.

The shares must be paid in full in cash at the time of subscription.

Indicate the limited voting shares, or in case, state that the Institution will not issue such shares. In case there is more than one series of shares, it must be expressly indicated the percentage of social capital that may correspond to each series.

The social capital of Insurance Institutions may be integrated with a part represented by limited voting shares up to an amount equivalent to 30% of the paid capital, with prior authorization of the Commission; these limited voting shares will grant voting rights only in matters related to change of purpose, merger, spin-off, transformation, dissolution and liquidation, as well as cancellation of their registration in any stock exchange, and this must be established.

Likewise, limited voting shares may confer the right to receive a preferential and cumulative dividend, as well as a dividend higher than that of ordinary shares, provided that this is established in the bylaws of the issuing institution. In no case can the dividends of this type of shares be lower than those of other classes of shares.

Foreign governments cannot participate, directly or indirectly, in the capital of Insurance Institutions, except as provided in article 50, fraction I, of the LISF.

Credit institutions, mutual societies, brokerage houses, general deposit warehouses, financial lessors, factoring companies, credit unions, regulated or unregulated multiple-object financial societies, investment fund operating societies, savings and loan cooperative societies, popular financial societies, community financial societies, rural financial integration bodies, retirement fund administrators, specialized investment societies for retirement funds, nor exchange houses may participate in the paid social capital of the Insurance Institution, directly or through an intermediary, except for the cases provided in the LISF, incorporating this prohibition in the draft deed.

f)

The contribution of each partner in cash and, when allowed by provisions derived from the LISF, the contribution in other assets, specifying the value attributed to them and the criterion followed for their valuation, as well as proving the origin of the resources that have been used.

g)

Domicile of the insurance institution to be constituted, which must always be within the territory of the Mexican Republic.

h)

The obligation to hold an ordinary general assembly at least once a year, establishing the right of partners representing at least 10% of the paid capital to request that an extraordinary assembly be convened. If the board does not issue the requested summons, setting a deadline not exceeding thirty days from the date of receipt of the request for the meeting of the assembly, the commissioner, at the motion of the interested shareholders, will issue the summons in the same terms in which the board should have done so.

i)

The form of administration of the insurance institution to be constituted in terms of articles 55, 56, 57, 58, 59 and 70 of the LISF.

The councilors and other members of the committees referred to in numeral III, sub-section g), of this Annex, are obliged to expressly abstain from participating in the deliberation and voting of any matter that implies a conflict of interest for them. Likewise, they must maintain absolute confidentiality regarding all those acts, facts or events related to the Insurance Institution, as well as any deliberation carried out in the committees, without prejudice to the obligation that the Insurance Institution will have to provide all the information requested of it as provided in the LISF.

j)

The mechanism to carry out the appointment of councilors, independent councilors, the general director, as well as the designation of those who will carry the corporate signature.

k)

The mechanism for the designation of the members of the audit committee in terms of what is provided in article 72 of the LISF.

l)

Provide that the acts of the general director and of the officials occupying positions with the hierarchy immediately below that of the latter, in the performance of their functions, will obligate directly and unlimitedly the Insurance Institution in question, without prejudice to the civil or penal responsibilities incurred personally.

m)

The way to make the distribution of profits and losses among the members of the Insurance Institution, mentioning that the accumulated losses registered by an Insurance Institution must be applied directly and in the indicated order, to the following concepts: to pending profits to be applied at the end of the exercise, provided that they do not derive from revaluation by investment in equity securities; to capital reserves and to paid capital.

n)

The powers of the extraordinary general assembly of shareholders and the conditions for the validity of their deliberations, as well as for the exercise of the right to vote, regarding the legal provisions that can be modified by the will of the partners, always adhering to what is provided in article 54 of the LISF.

o)

The cases in which the Insurance Institution must be dissolved in advance.

p)

The bases to agree and practice the conventional liquidation of the Insurance Institution, the way to proceed to the election of the liquidator or liquidators, when they have not been designated in advance in accordance with what is indicated by the General Law of Commercial Societies and the Second Chapter of Title Twelfth of the LISF; as well as the mention that once the Insurance Institution is dissolved, conventional liquidation can be carried out, prior to the request for revocation of the corresponding authorization to the Commission, provided that what is established in Title Twelfth of the LISF is complied with.

q)

Incorporate the bases to carry out the administrative liquidation of the Insurance Institution, in accordance with what is established in Title Twelfth of the LISF.

r)

Regulate matters related to commercial bankruptcy, in accordance with Chapter III, of Title Twelfth of the LISF.

s)

Likewise, it must contemplate all the mentions that the LISF specifically indicates to be inserted in the social bylaws.

II.

List of founding partners, which must contain the following elements:

a)

The full names of the founding partners, indicating their nationality, domicile, as well as date of birth, Unique Population Registry Key and Federal Taxpayer Registry, as applicable.

b)

The amount of capital that each one will subscribe, the way in which they will pay it and the origin of the resources with which they will make the contributions, for which they must present the documents that prove the origin and sufficiency of the resources.

c)

In the case that the founding partners are natural persons, they must attach the curriculum vitae of each of them, and when they are legal entities, they must present a certified copy of the constitutive act with the registration data in the Public Registry of Commerce corresponding to the company that intends to be a shareholder and a written statement signed by its legal representative who has the powers, declaring that its represented entity is not in any of the prohibition situations referred to in article 50 of the LISF.

III.

Strategic program that must contain, at minimum, the following:

a)

Description of the corporate governance system that intends to implement, which must contain at least:

The structure of its corporate governance system and a brief explanation of how it is expected to correspond to the risk profile of the insurance institution to be constituted.

The description of the main roles and responsibilities of the board of directors, its participation in existing committees, as well as the segregation of responsibilities in the insurance institution to be constituted.

The corporate structure of the Business Group to which, if applicable, the insurance institution to be constituted belongs.

b)

Explanation on the intended functioning of its integral risk management system, including:

General overview of the structure and organization of the integral risk management system.

General overview of its risk management strategy, its risk tolerance limits and the policies it intends to implement to guarantee compliance with such limits.

Explanation of the way in which the integral risk management system will be incorporated into the decision-making and operation of the insurance institution to be constituted, and will comprise strategies, processes and procedures to identify, measure, monitor, administer and report on a continuous basis, the risks, at an individual and aggregated level, to which the insurance institution to be constituted will be or could be exposed, as well as their interdependencies.

c)

General description of the internal control system that intends to implement, indicating the reasons why it considers that this system will be appropriate to the nature, scale and complexity of the business, in accordance with what is provided in its activity plan.

d)

Description of the functioning of the internal audit area, including the way in which it will guarantee the effectiveness of internal controls within the insurance institution to be constituted and how it will maintain its independence and objectivity with respect to the operational activities it will carry out.

e)

Description of the way in which the actuarial function will be implemented and its main areas of responsibility, as well as a description of how it will be ensured that this function is objective, effective and permanent.

f)

The policies and norms in matters of:

Risk underwriting. In the case of insurance institutions that intend to operate surety insurance, these policies and norms must comprise matters related to the obtaining of guarantees and the monitoring of insured risks.

Design of insurance products.

Investments.

Integral risk management.

Reinsurance and other risk transfer mechanisms.

Financial Reinsurance.

Financing of its operations.

The norms to avoid conflicts of interest between the different areas of the insurance institution to be constituted, in the exercise of the functions assigned to them.

In the case of insurance institutions that intend to operate surety insurance, the measures to prevent the institution and agents from handling policies, contracts or signed and unstamped certificates, in contravention of what is provided in articles 98 and 294, fraction XVIII, of the LISF.

Contracting of services with third parties.

The other obligations that derive from the applicable legal, regulatory and administrative provisions to the insurance institution to be constituted.

g)

The mechanisms and procedures that the insurance institution to be constituted will use for the constitution and adequate functioning of the following committees:

Audit Committee.

Investment Committee.

Reinsurance Committee.

Underwriting Committee, if applicable.

Communication and Control Committee.

Other consultative committees that, if applicable, are contemplated to be constituted.

h)

General information on the process it intends to follow to evaluate the suitability of the councilors, independent councilors, general director, officials of the two levels below the general director and members of the audit committee of the insurance institution to be constituted and of those who will perform other transcendental functions of the same, indicating the minimum specific requirements that will apply to evaluate such professional aptitudes, competence and experience, as well as their satisfactory credit history and honorability.

i)

General information on the process it intends to follow to comply with what is established in Title 24 of these Regulations in matters of information disclosure.

IV.

Proposal of possible councilors, independent councilors, general director, officials of the two levels below the general director and members of the audit committee, must present the following information and documentation:

a)

List containing the full names, nationality, domiciles, current occupation and, position they will perform within the insurance institution to be constituted, as well as date of birth, Unique Population Registry Key and Federal Taxpayer Registry, as applicable.

b)

Curriculum vitae of each of them, understanding that the designated persons must comply with the requirements provided in articles 56, 57, 58 and 59 of the LISF, as well as indicated in Provision 3.7.7.

c)

Persons who will integrate the committees referred to in sub-section g) of numeral III above.

V.

Activity plan that develops, at minimum, the following aspects:

a)

The operations, lines and types of insurance that the insurance institution to be constituted intends to operate.

b)

The initial social capital, as well as its paid capital.

c)

The financial budget, based on the business plan and financial projections of the insurance institution to be constituted, which must consider:

The projection of the Consolidated Balance Sheet and Statement of Results of the insurance institution to be constituted, as well as:

i.

The assumptions of issuance and growth of premiums.

ii.

The expected retention level and its justification.

iii.

The constitution and increase of technical reserves.

iv.

The estimation of the behavior of administration, acquisition and claims expenses.

v.

The technical, operational and exercise result for each of the projected years.

vi.

The allocation of assets and the financial product that it expects to obtain from them, if any.

vii.

The possible capital contributions for each of the projected years, the application of losses or profits and the constitution of the legal reserve.

The projection of its Solvency Capital Requirement and the level of Own Funds and Admissible Own Funds, considering:

i.

The general formula for the calculation of its Solvency Capital Requirement.

ii.

The risks to which, in addition to those considered in the general formula, the insurance institution to be constituted could be exposed.

Macroeconomic assumptions regarding the evolution of gross domestic product, inflation, interest rates, exchange rate, among others, which publish, if applicable, the Ministry, the Bank of Mexico or the National Institute of Statistics and Geography.

Such projections must be for three years in the case of non-life operations and for ten years when it comes to life insurance operations, and must be carried out based on the technical parameters established by the LISF, these Regulations and the other applicable legal, regulatory and administrative provisions. Likewise, the projections must contemplate scenarios of adverse behavior of the operations, in accordance with the financial and technical feasibility studies of the insurance institution to be constituted.

The financial budget must be consistent with the policies indicated in sub-section f) of numeral III of this Annex, as well as with the bases relative to its operation indicated in sub-section d) below.

d)

The bases relative to its operation that contemplate, at minimum:

Organizational chart and administrative structure, developing the functions to be performed in each position and indicating the specific area in which such functions will be carried out.

Training programs for employees and insurance agents, which contemplate observable and measurable general objectives.

Structure for granting service to insured persons, attention for payment of benefits and claims, as well as policies to adequately satisfy service needs.

Program for opening branches and service offices for the following three years.

Systems it will use for the registration, control and reporting of statistics related to insurance.

Systems it will use for the registration, control and reporting of its accounting operations.

Systems it will use to carry out the valuation of technical reserves.

Systems it is expected to use to comply with the functions of its corporate governance system.

Security measures it will implement to preserve the integrity of information.

Complaint handling mechanisms.

Services it will contract with third parties to comply with its obligations derived from insurance policies or those that are complementary or auxiliary, as well as the draft contracts corresponding.

In the case that an insurance institution specialized in health is to be constituted:

i.

The mechanism that, in accordance with current legislation, it will use to comply with the civil liability in which it could incur in the performance of its activities.

ii.

The way and terms in which the insurance institution to be constituted intends to provide services, specifying the own resources it will use and, if applicable, the service provision contracts it will celebrate with third parties for that effect.

iii.

The provisional report issued by the Ministry of Health, which must not be more than sixty natural days old since it was issued.

e)

The coverage provisions for geographic areas and market segments it intends to attend, in which it must indicate the sectors to which the sale of its products is intended.

f)

The draft insurance products it intends to offer and register with the Commission in terms of articles 200, 201, 202, 203 and 215 of the LISF, and of these Regulations.

g)

The technical operation and insurance placement programs, regarding the operations and lines for which it is requesting authorization.

h)

The draft actuarial methods that, if applicable, must be registered with the Commission for the calculation of technical reserves in terms of articles 217 and 218 of the LISF, and of these Regulations.

VI.

In the case that the application includes the authorization to operate lines or sub-lines of surety,

the interested party must complement the respective application in terms of what is indicated in Annex

2.1.3-c.

VII.

Proof of having constituted a guarantee deposit in national currency in a credit institution or government securities institution for its market value, in favor of the Treasury of the Federation, for an amount equal to 10% of the minimum paid-in capital with which the Institution must operate.

ANNEX 2.1.3-b.

INFORMATION AND DOCUMENTATION REGARDING APPLICATIONS FOR AUTHORIZATION TO

CONSTITUTE A MUTUAL INSURANCE COMPANY

The following information and documentation, which must be presented in original and in files on a magnetic or optical storage medium, in PDF format and identified according to the sections and subsections of this Annex:

I.

Draft constitutive deed or social contract which must contain the following:

a)

Trade name or corporate name, expressing its character as a mutual insurance company.

b)

Duration.

c)

Domicile, which must always be within the territory of the Mexican Republic.

d)

The full names, domicile and other general details of the mutualized members, indicating the insured values for each of them and the amounts of their quotas, as well as date of birth, Unique Population Registry Key and Federal Taxpayer Registry, where applicable.

e)

Amount of the social fund exhibited, the method of amortizing it and the source of the resources with which the contributions will be made, for which they must present documents that prove the origin and sufficiency of the resources.

f)

Description of the corporate purpose which will be limited to functioning as a mutual insurance company, in the operations and lines of business to be carried out, considering for this purpose what is provided in the LISF and in these Regulations.

g)

The maximum amount allocated to initial operating expenses and the proportion of annual quotas that the board of directors may use for management expenses of the company, which will be fixed each year by the general assembly.

h)

The general conditions under which contracts between the company and the mutualized members will be celebrated in accordance with articles 200, 201 and 202 of the LISF.

i)

The method for estimating insured values and the reciprocal conditions for renewal or termination of contracts and the circumstances that cause the effects of said contracts to cease.

j)

The method and conditions of the declaration that mutualized members must make in the event of a claim to adjust the indemnities that may be owed to them and the deadline within which the adjustment of each claim must be made, which may be, if so agreed in the social contract, a total or partial adjustment of said claims, with the understanding that, in the case of partial adjustments, within the ninety natural days following the expiration of each fiscal year, a general adjustment of the claims for the year will be made, so that each beneficiary receives, if applicable, the balance of the indemnity regulated in their favor. If the social contract establishes that claim adjustments are to be total, the same contract will specify the maximum additional liability of each mutualized member, for cases where the company results in losses for that concept, in a given fiscal year.

k)

The power of the mutual insurance company to terminate the contract after the claim, within thirty natural days following the notification made to the mutualized member. This right, when agreed upon, may only be exercised through the restitution by the mutual insurance company of the portion of the quota corresponding to the period in which risks are not guaranteed. In this case, the mutualized member may terminate, without indemnification, the other policies they may have with the mutual insurance company.

l)

It must be expressly included in the social contract that at no time may governments or foreign official departments, foreign financial entities, or groups of foreign persons, whether natural or legal, participate in any form in the mutual insurance company intended to be constituted, regardless of the form they assume directly or through an intermediary person.

m)

They will indicate that at least once a year a general assembly will be held, on the date fixed by the social contract. In it, the minimum of insured values or quotas necessary for the composition of the assembly will be determined, which in no case may be less than 50% of the total of said sums and quotas. Likewise, they will establish the maximum number of votes that may be represented by a single mutualized member, and in no case may it exceed 25% of the insured values or quotas of the company; however, when it comes to mutual insurance companies that carry out life insurance operations, each mutualized member will have the right to one vote.

n)

They must establish that decisions regarding the dissolution of the company, its merger with other companies, its change of purpose and any other reform to the deed must be taken, at least, with a majority of 80% of the total votes computable in the company, unless it is a second call, in which case resolutions may be taken regardless of the number of votes represented. The general assembly will have the broadest powers to resolve all matters pertaining to the company, in accordance with the social contract.

o)

They will specify that calls for assemblies must be made by the board of directors or by the auditors. Mutualized members representing at least 10% of the total insured values or quotas of the company may request in writing, at any time, to the board of directors or to the auditors, the call for a general assembly to address the matters indicated in their request.

p)

The board of directors will be formed by the number of mutualized member directors established by the social contract, which cannot be less than five nor more than fifteen, and will be elected for a period not exceeding five years, precisely by the general assembly, and their appointment must fall on persons who have honorability and a satisfactory credit history. The powers of the board of directors will be determined in the social contract and the members of the board of directors may choose among themselves, and, if the social contract allows, outside of them, one or several directors, whose remuneration will consist of a fixed emolument taken from the portion of the quota provided for management expenses. The mutual insurance company may not entrust the management of its business to a director who has not been designated in the manner indicated in this subsection or a company other than the company itself. The members of the board of directors must be elected among the mutualized members who have the sum of insured values or quotas determined by the statutes, and minorities, whose representation in the assembly is not less than 5%, may appoint at least one director.

q)

The mechanism for the designation of the company's auditors, in terms of what is provided in article 337, section XVIII, of the LISF.

r)

The bases for agreeing and carrying out the conventional liquidation of the company, the method of proceeding to the election of the liquidator or liquidators, must adhere to what is provided in Chapter Two of Title Twelfth of the LISF. As well as the mention that once the company is dissolved, conventional liquidation may be carried out, prior to the request for revocation of the corresponding authorization to the Commission, provided that what is established in Title Twelfth of the LISF is complied with.

s)

Incorporate the bases for carrying out the administrative liquidation of the company, in accordance with what is established in Title Twelfth of the LISF.

t)

Regulate matters related to commercial bankruptcy in accordance with Chapter III, of Title Twelfth of the LISF.

II.

The list of founding mutualized members referred to in subsection b) of section IX of article 337 of the LISF, must be prepared in the following terms:

a)

Present in writing a list of the founding mutualized members, indicating their full name, nationality, domicile and occupation.

b)

The insured values for each of them and the amounts of their quotas.

c)

Prove the source of the resources they contribute to the social fund, for which they must present documents that prove the origin and sufficiency of the resources.

III.

Strategic program which must contain, at a minimum, the following:

a)

Description of the corporate governance system it intends to implement, which must contain at least:

The structure of its corporate governance system and a brief explanation of how it is expected to correspond to the risk profile of the mutual insurance company intended to be constituted.

The description of the main roles and responsibilities of the board of directors, its participation in existing committees, as well as the segregation of responsibilities in the mutual insurance company intended to be constituted.

b)

Explanation on the intended functioning of its integrated risk management system, including:

General overview of the structure and organization of the integrated risk management system.

General overview of its risk management strategy, its risk tolerance limits and the policies it intends to implement to ensure compliance with such limits.

Explanation of the way in which the integrated risk management system will be incorporated into the decision-making and operation of the mutual insurance company intended to be constituted, and will include strategies, processes and procedures to identify, measure, monitor, manage and report on a continuous basis, the risks, at an individual and aggregate level, to which the mutual insurance company intended to be constituted will or could be exposed, as well as their interdependencies.

c)

General description of the internal control system it intends to implement, indicating the reasons why it considers that this system will be appropriate to the nature, scale and complexity of the operation, in accordance with what is provided in its activity plan.

d)

Description of the functioning of the internal audit area, including the way in which it will guarantee the effectiveness of internal controls within the mutual insurance company intended to be constituted and how it will maintain its independence and objectivity with respect to the operational activities it will carry out.

e)

Description of the way in which the actuarial function will be implemented and its main areas of responsibility, as well as a description of how it will be ensured that this function is objective, effective and permanent.

f)

The policies and standards in matters of:

Risk underwriting.

Design of insurance products.

Investments.

Integrated risk management.

Reinsurance and other risk transfer mechanisms.

Financing of its operations.

The standards to avoid conflicts of interest between the different areas of the mutual insurance company intended to be constituted, in the exercise of the functions assigned to them.

Contracting of services with third parties.

The other obligations that derive from the applicable legal, regulatory and administrative provisions to the mutual insurance company intended to be constituted.

g)

The mechanisms and procedures that the mutual insurance company intended to be constituted will use for the constitution and proper functioning of the following committees:

Investment Committee.

Communication and Control Committee.

Other advisory committees that, if applicable, are contemplated to be constituted.

h)

General information on the process it intends to follow to evaluate the suitability of directors, independent directors, general manager, officials of the two levels below the general manager and auditors of the mutual insurance company intended to be constituted and of those who will perform other significant functions of the same, indicating the specific minimum requirements that will apply to evaluate said professional aptitudes, competence and experience, as well as their satisfactory credit history and honorability.

i)

General information on the process it intends to follow to comply with what is established in Title 24 of these Regulations in matters of information disclosure.

IV.

Proposal of possible directors, independent directors, general manager, officials of the two levels below the general manager and auditors, must present the following information and documents:

a)

List containing the full names, nationality, domiciles, current occupation and position they will hold within the mutual insurance company intended to be constituted, as well as date of birth, Unique Population Registry Key and Federal Taxpayer Registry, where applicable.

b)

Curriculum vitae of each of them, with the understanding that the designated persons must meet the requirements provided in articles 56, 57, 58 and 59 of the LISF, as well as what is indicated in Provision 3.7.7.

c)

Persons who will make up the committees referred to in subsection g) of section III above.

V.

Activity plan that develops at a minimum the following aspects:

a)

The operations, lines and types of insurance that the mutual insurance company to be constituted intends to operate.

b)

The initial social fund.

c)

The financial budget, based on the business plan and financial projections of the mutual insurance company intended to be constituted, which must consider:

The projection of the Balance Sheet and Statement of Results of the mutual insurance company intended to be constituted, as well as:

i.

The assumptions of premium issuance and growth.

ii. The expected retention level and its justification.

iii. The constitution and increase of technical reserves.

iv.The estimation of the behavior of administrative, acquisition and claims expenses.

v.The technical, operational and fiscal result for each of the projected years.

vi.The allocation of assets and the financial return that it expects to obtain from them, if any.

vii.The possible contributions of mutualized members for each of the projected years, the application of the surplus of the fiscal years and the constitution of the social and reserve funds.

Macroeconomic assumptions regarding the evolution of gross domestic product, inflation, interest rates, exchange rate, among others, which publish, if applicable, the Secretariat, the Bank of Mexico or the National Institute of Statistics and Geography.

Such projections must be for three years in the case of non-life operations and for ten years when it comes to life insurance operations, and must be carried out based on the technical parameters established by the LISF, these Regulations and the other applicable legal, regulatory and administrative provisions. Likewise, the projections must contemplate scenarios of adverse behavior of the operations, in accordance with the financial and technical feasibility studies of the mutual insurance company intended to be constituted.

The financial budget must be consistent with the policies indicated in subsection f) of section III of this Annex, as well as with the bases relative to its operation indicated in subsection d) below.

d)

The bases relative to its operation which must contemplate, at a minimum:

Organizational chart and administrative structure, developing the functions to be performed in each position and indicating the specific area in which said functions will be carried out.

Employee training programs that contemplate observable and measurable general objectives.

Structure for providing service to mutualized members, attention for the payment of benefits and claims, as well as policies to adequately satisfy service needs.

Program for opening service offices for the following three years.

Systems it will use for the registration, control and reporting of statistics related to insurance.

Systems it will use for the registration, control and reporting of its accounting operations.

Systems it will use to carry out the valuation of technical reserves.

Systems that are expected to be used to comply with the functions of its corporate governance system.

Security measures it will implement to preserve the integrity of information.

Complaint handling mechanisms.

Services it will contract with third parties to comply with its obligations derived from insurance policies or those that are complementary or auxiliary, as well as the draft contracts corresponding thereto.

e)

The geographic coverage provisions it intends to address, in which it must indicate the sectors to which its coverage will be directed.

f)

The draft insurance products it intends to offer and register with the Commission in terms of articles 200, 201, 202, 203 and 215 of the LISF, and of these Regulations.

g)

The technical operation and insurance placement programs, regarding the operations and lines for which it is requesting authorization.

ANNEX 2.1.3-c.

INFORMATION AND DOCUMENTATION REGARDING APPLICATIONS FOR AUTHORIZATION TO

CONSTITUTE A SURETY INSTITUTION

The following information and documentation, which must be presented in original and in files on a magnetic or optical storage medium, in PDF format and identified according to the sections and subsections of this Annex:

I.

Draft constitutive deed or social contract which must contain the following elements:

a)

Full name or corporate name, as applicable, nationality and domicile of the natural or legal persons that constitute the company, as well as date of birth, Unique Population Registry Key and Federal Taxpayer Registry, where applicable.

b)

Description of the corporate purpose, which will be limited to functioning as a Surety Institution in the lines and sub-lines to be practiced, considering for this purpose what is provided by the LISF and by these Regulations.

c)

Corporate name.

d)

Duration.

e)

Amount of social capital, considering for this purpose:

Having a minimum paid-in capital for each line or sub-line that requires authorization, which must be expressed in Investment Units and paid in national currency in accordance with what is provided in article 49 of the LISF and Chapter 6.1 of these Regulations.

When the social capital exceeds the minimum, it must be paid at least in 50%, provided that this percentage is not less than the established minimum.

In the case of variable capital companies, the mandatory minimum capital will be integrated by shares without withdrawal rights. The amount of capital with withdrawal rights, in no case, may be greater than the paid-in capital without withdrawal rights.

The shares must be paid in full in cash at the time of subscription.

Indicate the limited voting shares, or in its case, state that the institution will not issue said shares. In case there is more than one series of shares, it must be expressly indicated the percentage of social capital that may correspond to each series.

The social capital of Surety Institutions may be integrated with a part represented by limited voting shares up to an amount equivalent to 30% of the paid-in capital, prior authorization of the Commission, these limited voting shares will grant voting rights only in matters related to change of purpose, merger, spin-off, transformation, dissolution and liquidation, as well as cancellation of its registration in any stock exchange and this must be established.

Likewise, limited voting shares may confer the right to receive a preferential and cumulative dividend, as well as a dividend higher than that of ordinary shares, provided that this is established in the bylaws of the issuing institution. In no case may the dividends of this type of shares be lower than those of other classes of shares.

Foreign governments may not participate, directly or indirectly, in the capital of Surety Institutions, with the exception of what is provided in article 50, section I, of the LISF.

Credit institutions, mutual societies, brokerage houses, general deposit warehouses, financial leasing companies, factoring companies, credit unions, regulated or unregulated multiple-object financial societies, investment fund operating societies, savings and loan cooperative societies, popular financial societies, community financial societies, rural financial integration agencies, retirement fund administrators, specialized investment societies for retirement funds, nor exchange houses may participate in the paid-in social capital of the Surety Institution, directly or through an intermediary person, except for the cases provided in the LISF, this prohibition must be incorporated into the draft deed.

f)

The contribution of each partner in cash, and when so allowed by the provisions derived from the LISF, the contribution in other goods, specifying the value attributed to them and the criterion followed for their valuation, as well as proving the source of the resources that have been used.

g)

Domicile of the surety institution intended to be constituted, which must always be within the territory of the Mexican Republic.

h)

The obligation to hold an ordinary general assembly at least once a year, establishing the right of partners representing at least 10% of the paid-in capital to request that an extraordinary assembly be called. If the board does not issue the requested call, indicating a deadline not exceeding thirty days from the date of receiving the request for the assembly meeting, the auditor, at the motion of the interested shareholders, will issue the call in the same terms in which the board should do so.

i)

The form of administration of the surety institution intended to be constituted in terms of articles 55, 56, 57, 58, 59 and 70 of the LISF.

The directors and other members of the committees referred to in section III, subsection g), of this Annex, are obliged to expressly abstain from participating in the deliberation and

voting on any matter that implies a conflict of interest for them. Likewise, they must maintain absolute confidentiality regarding all those acts, facts, or events related to the Suretyship Institution, as well as any deliberation carried out in the committees, without prejudice to the obligation that the Suretyship Institution will have to provide all the information requested of it in accordance with what is provided in the LISF.

j)

The mechanism to carry out the appointment of directors, independent directors, the general manager, as well as the designation of those who must carry the social signature.

k)

The mechanism for the designation of the members of the audit committee in terms of what is provided in article 72 of the LISF.

l)

Provide that the acts of the general manager and of the officials who hold positions with the hierarchy immediately below that of the latter, in the performance of their functions, will obligate directly and unlimitedly the Suretyship Institution in question, without prejudice to the civil or penal liabilities incurred personally.

m)

The manner of making the distribution of profits and losses among the members of the Suretyship Institution, mentioning that the accumulated losses registered by a Suretyship Institution must be applied directly and in the indicated order to the following concepts: to pending profits to be applied at the close of the fiscal year, provided that they do not derive from revaluation due to investment in equity securities; to capital reserves and paid-in capital.

n)

The powers of the extraordinary general assembly of shareholders and the conditions for the validity of their deliberations, as well as for the exercise of the right to vote, regarding the legal provisions that can be modified by the will of the partners, always adhering to what is provided in article 54 of the LISF.

o)

The cases in which the Suretyship Institution must be dissolved in advance.

p)

The bases for agreeing and carrying out the conventional liquidation of the Suretyship Institution, the manner of proceeding to the election of the liquidator or liquidators, when they have not been designated in advance in accordance with what is indicated by the General Law of Commercial Societies and in Chapter Two of Title Twelfth of the LISF. As well as the mention that once the Suretyship Institution is dissolved, conventional liquidation can be carried out, prior to request for revocation of the corresponding authorization to the Commission, provided that what is established in Title Twelfth of the LISF is complied with.

q)

Incorporate the bases to carry out the administrative liquidation of the Suretyship Institution, in accordance with what is established in Title Twelfth of the LISF.

r)

Regulate matters related to commercial bankruptcy, in accordance with Chapter III, of Title Twelfth of the LISF.

s)

Likewise, it must contemplate all the mentions that the LISF specifically indicates to be inserted in the social bylaws.

II.

List of founding partners, which must contain the following elements:

a)

The full names of the founding partners, indicating their nationality, domicile, as well as date of birth, Unique Population Registry Key (CURP) and Federal Taxpayer Registry (RFC), where applicable.

b)

The amount of capital that each one will subscribe, the manner in which they will pay it, and the origin of the resources with which they will make the contributions, for which, they must present the documents that accredit the origin and sufficiency of the resources.

c)

In the case that the founding partners are natural persons, they must attach the curriculum vitae of each of them, and when they are legal entities, they must present a certified copy of the constitutive deed with the registration data in the Public Commerce Registry corresponding to the company that intends to be a shareholder and a written statement signed by its legal representative who has the faculties, declaring that its represented entity is not in any of the prohibition situations referred to in article 50 of the LISF.

III.

Strategic program that must contain, at minimum, the following:

a)

Description of the corporate governance system that intends to implement, which must contain at least:

The structure of its corporate governance system and a brief explanation of how it is expected to correspond to the risk profile of the suretyship institution that intends to be constituted.

The description of the main roles and responsibilities of the board of directors, its participation in the existing committees, as well as the segregation of responsibilities in the suretyship institution that intends to be constituted.

The corporate structure of the Business Group to which, if applicable, the suretyship institution that intends to be constituted belongs.

b)

Explanation on the intended functioning of its comprehensive risk management system, including:

General overview of the structure and organization of the comprehensive risk management system.

General overview of its risk management strategy, its risk tolerance limits, and the policies it intends to implement to guarantee compliance with such limits.

Explanation of the way in which the comprehensive risk management system will be incorporated into the decision-making and operation of the suretyship institution that intends to be constituted, and will comprise strategies, processes, and procedures to identify, measure, monitor, manage, and report on a continuous basis, the risks, at an individual and aggregate level, to which the suretyship institution that intends to be constituted will be or could be exposed, as well as their interdependencies.

c)

General description of the internal control system that intends to implement, indicating the reasons why it considers that this system will be appropriate to the nature, scale, and complexity of the business, in accordance with what is provided in its activity plan.

d)

Description of the functioning of the internal audit area, including the way in which it will guarantee the effectiveness of internal controls within the suretyship institution that intends to be constituted and how it will maintain its independence and objectivity with respect to the operational activities it will carry out.

e)

Description of the way in which the actuarial function will be implemented and its main areas of responsibility, as well as a description of how it will be ensured that this function is objective, effective, and permanent.

f)

The policies and standards in matters of:

Suretyship underwriting. Such policies and standards must comprise matters related to the obtaining of guarantees and follow-up of guaranteed obligations.

Design of technical notes and contractual documentation of sureties.

Investments.

Comprehensive risk management.

Re-suretyship.

Financial Reinsurance.

Financing of its operations.

The standards to avoid conflicts of interest between the different areas of the suretyship institution that intends to be constituted, in the exercise of the functions assigned to them.

The measures to ensure that the suretyship institution and surety agents do not handle signed and unrequisitioned policies or contracts, in contravention of what is provided in articles 98 and 295, fraction XVII, of the LISF.

Contracting of services with third parties.

The other obligations that derive from the applicable legal, regulatory, and administrative provisions to the suretyship institution that intends to be constituted.

g)

The mechanisms and procedures that the suretyship institution that intends to be constituted will use for the constitution and adequate functioning of the following committees:

Audit Committee.

Investment Committee.

Re-suretyship Committee.

Underwriting Committee.

Communication and Control Committee.

Other committees of a consultative nature that, if applicable, are contemplated to be constituted.

h)

General information on the process it intends to follow to evaluate the suitability of the directors, independent directors, general manager, officials of the two levels below the general manager, and members of the audit committee of the suretyship institution that intends to be constituted and of those who will perform other transcendent functions of the same, indicating the specific minimum requirements that will apply to evaluate such professional aptitudes, competence, and experience, as well as their satisfactory credit history and honorability.

i)

General information on the process it intends to follow to comply with what is established in Title 24 of these Provisions in matters of information disclosure.

IV.

Proposal of the possible directors, independent directors, general manager, officials of the two levels below the general manager, and members of the audit committee, must present the following information and documentation:

a)

List containing the full names, nationality, domiciles, current occupation, and position they will perform within the suretyship institution that intends to be constituted, as well as date of birth, Unique Population Registry Key (CURP) and Federal Taxpayer Registry (RFC), where applicable.

b)

Curriculum vitae of each of them, understanding that the designated persons must comply with the requirements provided in articles 56, 57, 58, and 59 of the LISF, as well as what is indicated in Provision 3.7.7.

c)

Persons who will integrate the committees referred to in subsection g) of numeral III above.

V.

Activity plan that develops, at minimum, the following aspects:

a)

The lines and sub-lines of business that the suretyship institution to be constituted intends to operate.

b)

The initial social capital, as well as its paid-in capital.

c)

The financial budget, based on the business plan and financial projections of the suretyship institution that intends to be constituted, which must consider:

The projection of the Consolidated Balance Sheet and Statement of Results of the suretyship institution that intends to be constituted, as well as:

i.

The assumptions of premium issuance and growth.

ii. The expected retention level and its justification.

iii. The constitution and increase of technical reserves.

iv. The estimation of the behavior of administration, acquisition, and claims expenses.

v. The technical, operational, and fiscal result for each of the projected years.

vi.\The asset allocation and the financial product that it expects to obtain from them, if applicable.

vii. The possible capital contributions for each of the projected years, the application of losses or profits, and the constitution of the legal reserve.

The projection of its Solvency Capital Requirement and the level of Own Funds and Admissible Own Funds, considering:

i. The general formula for the calculation of its Solvency Capital Requirement.

ii.\The risks to which, in addition to those considered in the general formula, the suretyship institution that intends to be constituted could be exposed.

Macroeconomic assumptions regarding the evolution of gross domestic product, inflation, interest rates, exchange rate, among others, that publish, if applicable, the Secretariat, the Bank of Mexico, or the National Institute of Statistics and Geography.

Such projections must be for five years and must be made based on the technical parameters established by the LISF, these Provisions, and the other applicable legal, regulatory, and administrative provisions. Likewise, the projections must contemplate scenarios of adverse behavior of the operations, in accordance with the financial and technical feasibility studies of the suretyship institution that intends to be constituted.

The financial budget must be consistent with the policies indicated in subsection f) of numeral III of this Annex, as well as with the bases relative to its operation indicated in subsection d) below.

d)

The bases relative to its operation that contemplate, at minimum:

Organizational chart and administrative structure, developing the functions to be performed in each position and indicating the specific area in which such functions will be carried out.

Training programs for employees and surety agents, which contemplate observable and measurable general objectives.

Structure for the granting of service to the principals, beneficiaries, attention for the payment of claims, as well as policies to adequately satisfy service needs.

Program for the opening of branches and service offices for the following three years.

Systems it will use for the registration, control, and reporting of statistics related to sureties.

Systems it will use for the registration, control, and reporting of its accounting operations.

Systems it will use to carry out the valuation of technical reserves.

Systems that are expected to be used to comply with the functions of its corporate governance system.

Security measures it will implement to preserve the integrity of information.

Complaint handling mechanisms.

Services it will contract with third parties for the fulfillment of its obligations derived from surety policies or those that are complementary or auxiliary, as well as the draft contracts corresponding.

e)

The provisions of geographic coverage and market segments that intend to attend, in which it must be indicated the sectors to which the sale of its products is intended to be directed.

f)

The draft technical notes and contractual documentation of sureties that intend to offer and register with the Commission in terms of articles 209 and 210 of the LISF, and of these Provisions.

g)

The technical operation and placement programs of sureties, regarding the lines and sub-lines for which it is requesting authorization.

VI.

Proof of having constituted a guarantee deposit in national currency in a credit institution or government securities for its market value, in favor of the Treasury of the Federation, for an amount equal to 10% of the minimum paid-in capital with which the Institution must operate.

ANNEX 2.1.3-d.

INFORMATION AND DOCUMENTATION REGARDING APPLICATIONS

FOR AUTHORIZATION FOR

AN INSURANCE INSTITUTION TO OPERATE SURETIES

The following information and documentation, which must be presented in original and in files on a magnetic or optical storage medium, in PDF format and identified according to the numerals and subsections of this Annex:

I.

Draft amendment of social bylaws or social contract, which must contain, at minimum, the following elements:

a)

Description of the modification of the corporate purpose in accordance with the lines and sub-lines of sureties that it will practice, adhering to what is provided in articles 36, 118, and 294 of the LISF.

b)

The amount of social capital, in accordance with the operations and lines, or lines and sub-lines that it will practice, understanding that it must have a minimum paid-in capital for each operation or line, or line or sub-line authorized, which must be expressed in UDI and will be paid in national currency in accordance with what is provided in article 49 of the LISF and Chapter 6.1 of these Provisions.

c)

If applicable, the change of its organization and operation as an insurance institution to operate sureties including the modifications that result in compliance with what is provided in the LISF.

II.

Draft of the minutes of the extraordinary general assembly of shareholders in which it is agreed that the Insurance Institution expands its corporate purpose to operate sureties in certain lines and sub-lines.

III.

In case of making modifications to the capital, to the shareholders, to the share participation amounts of the requesting Insurance Institution, it will be required to present a list of the persons who directly or indirectly intend to maintain a participation in the social capital of the Insurance Institution which must contain the following elements:

a)

The full names of the partners, indicating their nationality, domicile, as well as date of birth, Unique Population Registry Key (CURP) and Federal Taxpayer Registry (RFC), where applicable.

b)

The amount of capital that each one will subscribe, the manner in which they will pay it, and the origin of the resources with which they will make the contributions, for which, they must present the documents that accredit the origin and sufficiency of the resources.

c)

In the case that the partners are natural persons, they must attach the curriculum vitae of each one of them, and when they are legal entities, they must present a certified copy of the constitutive deed with the registration data in the Public Commerce Registry corresponding to the company that intends to be a shareholder and a written statement signed by its legal representative who has the faculties, declaring that its represented entity is not in any of the prohibition situations referred to in article 50 of the LISF.

IV.

The modifications to the strategic program that will derive from the operation of sureties, regarding:

a)

Description of the corporate governance system.

b)

Functioning of its comprehensive risk management system.

c)

The internal control system.

d)

The functioning of the internal audit area.

e)

The actuarial function and its main areas of responsibility.

f)

The policies and standards in matters of:

Risk underwriting, including matters related to the obtaining of guarantees and the follow-up of guaranteed obligations.

Design of technical notes and contractual documentation of sureties.

Investments.

Comprehensive risk management.

Reinsurance, Re-suretyship, and other risk transfer mechanisms.

Financial Reinsurance.

Financing of its operations.

The standards to avoid conflicts of interest between the different areas of the Insurance Institution, in the exercise of the functions assigned to them.

The measures to ensure that the Insurance Institution and surety agents do not handle signed and unrequisitioned policies or contracts, in contravention of what is provided in articles 98 and 295, fraction XVII, of the LISF.

Contracting of services with third parties.

The other obligations that derive from the applicable legal, regulatory, and administrative provisions.

g)

The constitution and adequate functioning of the following committees:

Audit Committee.

Investment Committee.

Reinsurance and Re-suretyship Committee.

Underwriting Committee.

Communication and Control Committee.

Other committees of a consultative nature.

h)

The evaluation of the suitability of the directors, independent directors, general manager, officials of the two levels below the general manager, and members of the audit committee of the Insurance Institution and of those who will perform other transcendent functions of the same, indicating the specific minimum requirements that will apply to evaluate such professional aptitudes, competence, and experience.

i)

The process to comply with what is established in Title 24 of these Provisions in matters of information disclosure.

V.

In case of making modifications in the directors or officials of the requesting Insurance Institution, the proposal of the possible directors, independent directors, general manager, officials of the two levels below the general manager, and members of the audit committee will be required, must present the following information and documentation:

a)

List containing full names, nationality, domiciles, current occupation, and position they will perform within the Insurance Institution, as well as date of birth, Unique Population Registry Key (CURP) and Federal Taxpayer Registry (RFC), where applicable.

b)

Curriculum vitae of each of them, understanding that the designated persons must comply with the requirements provided in articles 56, 57, 58, and 59 of the LISF, as well as what is indicated in Provision 3.7.7.

In the contrary case, expressly manifest that there will be no changes regarding said positions.

VI.

Proposal of the possible directors, independent directors, general manager, officials of the two levels below the general manager, and members of the audit committee, must present the following information and documentation:

a)

List containing the full names, nationality, domiciles, current occupation, and position they will perform within the Insurance Institution, as well as date of birth and Federal Taxpayer Registry (RFC), where applicable.

b)

Curriculum vitae of each of them, understanding that the designated persons must comply with the requirements provided in articles 56, 57, 58, and 59 of the LISF, as well as what is indicated in Provision 3.7.7.

c)

Persons who will integrate the committees referred to in subsection g) of numeral IV above.

VII.

Activity plan that develops, at minimum, the following aspects:

a)

The insurance operations and lines, as well as the lines and sub-lines of sureties, that the Insurance Institution intends to operate.

b)

The initial social capital, as well as its paid-in capital.

c)

The financial budget, based on the business plan and financial projections of the requesting Insurance Institution, which must consider:

The projection of the Consolidated Balance Sheet and Statement of Results of the Insurance Institution, as well as:

i.

The assumptions of premium issuance and growth.

ii. The expected retention level and its justification.

iii. The constitution and increase of technical reserves.

iv. The estimation of the behavior of administration, acquisition, loss, and claims expenses.

v. The technical, operational, and fiscal result for each of the projected years.

vi.\The asset allocation and the financial product that it expects to obtain from them, if applicable.

vii.\The possible capital contributions for each of the projected years, the application of losses or profits, and the constitution of the legal reserve.

The projection of its Solvency Capital Requirement and the level of Own Funds and Admissible Own Funds, considering:

i. The general formula for the calculation of its Solvency Capital Requirement, and the internal model, if applicable.

ii.\The risks to which, in addition to those considered in the general formula, the requesting Insurance Institution could be exposed.

Macroeconomic assumptions regarding the evolution of gross domestic product, inflation, interest rates, exchange rate, among others, that publish, if applicable, the Secretariat, the

Banco de México or the National Institute of Statistics and Geography.

Such projections must be for five years and must be carried out based on the technical parameters established by the LISF, these Provisions, and other applicable legal, regulatory, and administrative provisions. Likewise, the projections must contemplate scenarios of adverse behavior of the operations, in accordance with the financial and technical feasibility studies of the Insurance Institution.

The financial budget must be consistent with the policies indicated in subsection f) of item IV of this Annex, as well as with the bases regarding its operation indicated in subsection d) below.

d)

The bases regarding its operation that are modified as a result of the operation of sureties, with respect to:

Organizational chart and administrative structure, developing the functions to be performed in each position and indicating the specific area in which such functions will be carried out.

Training programs for employees and surety agents, which contemplate observable and measurable general objectives.

Structure for providing service to insureds, sureties, and beneficiaries, attention for the payment of benefits and claims, as well as policies to adequately satisfy service needs.

Program for opening branches and service offices for the following three years.

Systems that will be used to record, control, and report statistics related to sureties.

Systems that will be used to record, control, and report accounting operations.

Systems that will be used to perform the valuation of technical reserves.

Systems that are expected to be used to comply with the functions of its corporate governance system.

Security measures that will be implemented to preserve the integrity of information.

Complaint handling mechanisms.

Services contracted with third parties to fulfill obligations derived from insurance and surety policies, or those that are complementary or auxiliary, as well as the draft contracts corresponding thereto.

e)

The provisions for geographic coverage and market segments that are intended to be addressed, in which the sectors to which the sale of its products is to be directed must be indicated.

f)

The draft technical notes and contractual documentation of sureties that are intended to be offered and registered with the Commission in terms of articles 209, 210, and 215 of the LISF, and these Provisions.

g)

The technical operation and placement programs for insurance and sureties, for which authorization is being requested.

ANNEX 2.1.3-e.

INFORMATION AND DOCUMENTATION REGARDING APPLICATIONS FOR MODIFICATION OF THE AUTHORIZATION UNDER WHICH AN INSURANCE INSTITUTION OR MUTUAL SOCIETY OPERATES THROUGH EXPANSION, SUPPRESSION, OR CHANGE OF THE CORRESPONDING OPERATIONS OR BRANCHES

The following information and documentation, which must be presented in original and in files on a magnetic or optical information storage medium, in PDF format and identified according to the items and subsections of this Annex:

I.

Draft reform of social bylaws or social contract that must contain, at a minimum, the following elements:

a)

Description of the corporate purpose in accordance with the operations and branches that, in their case, will be expanded, suppressed, or changed, must adhere to what is provided in articles 25, 26, 118, 294, subsection I, 337, and 361 of the LISF.

b)

For the case of Insurance Institutions, the amount of social capital in accordance with the operations and branches that, in their case, will be expanded or changed, understanding that it must have a minimum paid capital for each operation or branch that requires authorization, which must be expressed in UDI and paid in national currency in accordance with what is provided in article 49 of the LISF and Chapter 6.1 of these Provisions. In the case of Mutual Societies, the social fund that will be constituted in accordance with the operations and branches that, in their case, are intended to be expanded, suppressed, or changed.

It must be accredited the manner in which the social capital or fund will be subscribed, the manner in which it will be paid, and the origin of the resources with which the contributions will be made, for which, documents must be presented that accredit the origin and sufficiency of the resources.

II.

Draft of the minutes of the extraordinary general assembly of shareholders or mutualized partners in which the expansion, suppression, or change of the corresponding operations or branches is approved.

III.

In the event of modifications to the capital or social fund, to the shareholders or mutualized partners, to the amounts of share participation or social participation of the Insurance Institution or the Mutual Society applicant, the relationship and information of the persons who directly or indirectly intend to maintain a participation in the social capital of the Insurance Institution or in the social fund of the Mutual Society is required, which must contain the following elements:

a)

The full names of the shareholders or mutualized partners, indicating their nationality, domicile, as well as date of birth, Unique Population Registry Key, and Federal Taxpayer Registry, in their case.

b)

The amount of capital or amount of quotas that each will subscribe, the manner in which they will pay it, and the origin of the resources with which the contributions will be made, for which, documents must be presented that accredit the origin and sufficiency of the resources.

c)

In the case of Insurance Institutions, when the partners are natural persons, the curriculum vitae of each of them must be attached, and when they are legal entities, a certified copy of the constitutive act with the registration data in the Public Registry of Commerce corresponding to the company that intends to be a shareholder and a written statement signed by its legal representative who has the authority, declaring that its represented entity is not in any of the prohibition scenarios referred to in article 50 of the LISF.

IV.

The modifications to the strategic program that will result from the expansion, suppression, or change of operations or branches that it will operate, with respect to:

a)

Description of the corporate governance system.

b)

Operation of its comprehensive risk management system.

c)

The internal control system.

d)

The operation of the internal audit area.

e)

The actuarial function and its main areas of responsibility.

f)

The policies and norms in matters of:

Risk underwriting.

Design of insurance products.

Investments.

Comprehensive risk management.

Reinsurance and other risk transfer mechanisms.

Financial Reinsurance.

Financing of its operations.

The norms to avoid conflicts of interest between the different areas of the Insurance Institution or Mutual Society, in the exercise of the functions assigned to them.

In the case of Insurance Institutions, regarding applications to operate surety insurance, the measures to prevent the institution and agents from handling signed and unstamped policies, contracts, or certificates, in contravention of what is provided in articles 98 and 294, subsection XVIII, of the LISF.

Contracting of services with third parties.

The other obligations that derive from the applicable legal, regulatory, and administrative provisions.

g)

The constitution and adequate operation of the following committees:

Audit Committee.

Investment Committee.

Reinsurance Committee.

Underwriting Committee.

Communication and Control Committee.

Other committees of a consultative nature.

h)

The evaluation of the suitability of the directors, independent directors, general manager, officials of the two levels below the general manager, and members of the audit committee of the Insurance Institution, or of the commissioners of the Mutual Societies, and of those who will perform other significant functions of the same, indicating the specific minimum requirements that will be applied to evaluate these professional, competence, and experience aptitudes.

i)

The process to comply with what is established in Title 24 of these Provisions regarding information disclosure.

V.

In the event of modifications to the directors or officials of the Insurance Institution or Mutual Society applicant, the proposal of the possible directors, independent directors, general manager, officials of the two levels below the general manager, and members of the audit committee of the Insurance Institution, or commissioners of the Mutual Society, is required, must present the following information and documentation:

a)

Relationship containing full names, nationality, domiciles, current occupation, and position they will perform within the Insurance Institution or Mutual Society, as well as date of birth, Unique Population Registry Key, and Federal Taxpayer Registry, in their case.

b)

Curriculum vitae of each of them, understanding that the designated persons must meet the requirements provided in articles 56, 57, 58, and 59 of the LISF, as well as what is indicated in Provision 3.7.7.

In the contrary case, expressly state that there will be no changes with respect to said positions.

VI.

Proposal of the possible directors, independent directors, general manager, officials of the two levels below the general manager, and members of the audit committee of the Insurance Institution, or commissioners of the Mutual Society, must present the following information and documentation:

a)

Relationship containing full names, nationality, domiciles, current occupation, and position they will perform within the Insurance Institution or Mutual Society, as well as date of birth and Federal Taxpayer Registry, in their case.

b)

Curriculum vitae of each of them, understanding that the designated persons must meet the requirements provided in articles 56, 57, 58, and 59 of the LISF, as well as what is indicated in Provision 3.7.7.

c)

Persons who will integrate the committees referred to in subsection g) of item IV above.

VII.

Activity plan that develops, at a minimum, the following aspects:

a)

The operations and branches that the Insurance Institution or Mutual Society will practice.

b)

The initial social capital, as well as the paid capital of the Insurance Institution or social fund of the Mutual Society.

c)

The financial budget, based on the business plan and financial projections of the Insurance Institution or Mutual Society applicant, which must consider:

The projection of the Consolidated Balance Sheet and Statement of Results of the Insurance Institution or Mutual Society, as well as:

i.

The assumptions of premium issuance and growth.

ii.

The expected retention level and its justification.

iii.

The constitution and increase of technical reserves.

iv.

The estimation of the behavior of administrative, acquisition, and claims expenses.

v.

The technical, operational, and exercise result for each of the projected years.

vi.

The allocation of assets and the financial product that it expects to obtain from them, in their case.

vii.

The possible capital contributions for each of the projected years, the application of losses or profits, and the constitution of the legal reserve of the Insurance Institution, or the possible contributions of the mutualized partners, the application of the surpluses, and the constitution of the social and reserve funds of the Mutual Society.

The projection of the Solvency Capital Requirement and the level of Own Funds and Admissible Own Funds of the Insurance Institution, considering:

i.

The general formula for the calculation of its Solvency Capital Requirement, and the internal model, in their case.

ii.

The risks to which the applicant Insurance Institution could be exposed, in addition to those considered in the general formula.

Macroeconomic assumptions regarding the evolution of gross domestic product, inflation, interest rates, exchange rate, among others, which publish, in their case, the Secretariat, the Bank of Mexico, or the National Institute of Statistics and Geography.

Such projections must be for three years in the case of non-life operations and ten years when it comes to life insurance operations, and must be carried out based on the technical parameters established by the LISF, these Provisions, and other applicable legal, regulatory, and administrative provisions. Likewise, the projections must contemplate scenarios of adverse behavior of the operations, in accordance with the financial and technical feasibility studies of the Insurance Institution or Mutual Society.

The financial budget must be consistent with the policies indicated in subsection f) of item IV of this Annex, as well as with the bases regarding its operation indicated in subsection d) below.

d)

The bases regarding its operation that are modified as a result of the expansion, suppression, or change of operations or branches, with respect to:

Organizational chart and administrative structure, developing the functions to be performed in each position and indicating the specific area in which such functions will be carried out.

Training programs for employees and insurance agents, which contemplate observable and measurable general objectives.

Structure for providing service to insureds, attention for the payment of benefits and claims, as well as policies to adequately satisfy service needs.

Program for opening branches and service offices for the following three years.

Systems that will be used to record, control, and report statistics related to insurance.

Systems that will be used to record, control, and report accounting operations.

Systems that will be used to perform the valuation of technical reserves.

Systems that are expected to be used to comply with the functions of its corporate governance system.

Security measures that will be implemented to preserve the integrity of information.

Complaint handling mechanisms.

Services contracted with third parties to fulfill obligations derived from insurance policies or those that are complementary or auxiliary, as well as the draft contracts corresponding thereto.

For the case of an Insurance Institution that intends to expand its operations to the health branch:

i.

The mechanism that, in accordance with current legislation, it will use to comply with the civil liability in which it could incur in the performance of its activities.

ii.

The manner and terms in which the Insurance Institution intends to provide the services, specifying the own resources it will use and, in its case, the service provision contracts it will enter into with third parties for that effect.

iii.

The provisional report issued by the Secretariat of Health, which must not be more than sixty calendar days old from the date of issuance.

e)

The provisions for geographic coverage and market segments that are intended to be addressed, in which the sectors to which the sale of its products is to be directed must be indicated.

f)

The draft insurance products that are intended to be offered and registered with the Commission in terms of articles 200, 201, 202, 203, and 215 of the LISF, and these Provisions.

g)

The technical operation and placement programs for insurance, regarding the operations and branches for which authorization is being requested.

h)

The draft actuarial methods that, in their case, must be registered with the Commission for the calculation of technical reserves in terms of articles 217 and 218 of the LISF, and these Provisions.

ANNEX 2.1.3-f.

INFORMATION AND DOCUMENTATION REGARDING APPLICATIONS FOR MODIFICATION OF THE AUTHORIZATION UNDER WHICH AN AUTHORIZED SURETY INSTITUTION OPERATES THROUGH EXPANSION, SUPPRESSION, OR CHANGE OF THE CORRESPONDING BRANCHES OR SUB-BRANCHES

The following information and documentation, which must be presented in original and in files on a magnetic or optical information storage medium, in PDF format and identified according to the items and subsections of this Annex:

I.

Draft reform of social bylaws or social contract that must contain, at a minimum, the following elements:

a)

Description of the corporate purpose in accordance with the branches and sub-branches, in their case, that will be expanded, suppressed, or changed, must adhere to what is provided in articles 36, 144, 295, and 335, subsection I, of the LISF.

b)

Amount of social capital, in accordance with the branches and sub-branches that, in their case, will be expanded, suppressed, or changed, understanding that it must have a minimum paid capital for each branch or sub-branch that requires authorization, which must be expressed in UDI and paid in national currency in accordance with what is provided in article 49 of the LISF and Chapter 6.1 of these Provisions.

It must be accredited the manner in which the capital will be subscribed, the manner in which it will be paid, and the origin of the resources with which the contributions will be made, for which, documents must be presented that accredit the origin and sufficiency of the resources.

II.

Draft of the minutes of the extraordinary general assembly of shareholders in which the expansion, suppression, or change of the corresponding branches and/or sub-branches is approved.

III.

In the event of modifications to the capital, to the shareholders, to the amounts of share participation of the applicant Surety Institution, the relationship and information of the persons who directly or indirectly intend to maintain a participation in the social capital of the Surety Institution is required, which must contain the following elements:

a)

The full names of the partners, indicating their nationality, domicile, as well as date of birth, Unique Population Registry Key, and Federal Taxpayer Registry, in their case.

b)

The amount of capital that each will subscribe, the manner in which they will pay it, and the origin of the resources with which the contributions will be made, for which, documents must be presented that accredit the origin and sufficiency of the resources.

c)

In the case that the partners are natural persons, the curriculum vitae of each of them must be attached, and when they are legal entities, a certified copy of the constitutive act with the registration data in the Public Registry of Commerce corresponding to the company that intends to be a shareholder and a written statement signed by its legal representative who has the authority, declaring that its represented entity is not in any of the prohibition scenarios referred to in article 50 of the LISF.

IV.

The modifications to the strategic program that will result from the expansion, suppression, or change of branches or sub-branches, with respect to:

a)

Description of the corporate governance system.

b)

Operation of its comprehensive risk management system.

c)

The internal control system.

d)

The operation of the internal audit area.

e)

The actuarial function and its main areas of responsibility.

f)

The policies and norms in matters of:

Risk underwriting, including what is related to the obtaining of guarantees and the follow-up of guaranteed obligations.

Design of technical notes and contractual documentation of sureties.

Investments.

Comprehensive risk management.

Reinsurance, Re-surety, and other risk transfer mechanisms.

Financial Reinsurance.

Financing of its operations.

The norms to avoid conflicts of interest between the different areas of the Surety Institution, in the exercise of the functions assigned to them.

The measures to prevent the Surety Institution and surety agents from handling signed and unstamped policies or contracts, in contravention of what is provided in articles 98 and 295, subsection XVII, of the LISF.

Contracting of services with third parties.

The other obligations that derive from the applicable legal, regulatory, and administrative provisions.

g)

The constitution and adequate operation of the following committees:

Audit Committee.

Investment Committee.

Reinsurance and Re-surety Committee.

Underwriting Committee.

Communication and Control Committee.

Other committees of a consultative nature.

h)

The evaluation of the suitability of the directors, independent directors, general manager, officials of the two levels below the general manager, and members of the audit committee of the Surety Institution and of those who will perform other significant functions of the same, indicating the specific minimum requirements that will be applied to evaluate these professional, competence, and experience aptitudes.

i)

The process to comply with what is established in Title 24 of these Provisions regarding information disclosure.

V.

In the event of modifications to the directors or officials of the applicant Surety Institution, the proposal of the possible directors, independent directors, general manager, officials of the two levels below the general manager, and members of the audit committee is required, must present the following information and documentation:

a)

Relationship containing full names, nationality, domiciles, current occupation, and position they will perform within the Surety Institution, as well as date of birth, Unique Population Registry Key, and Federal Taxpayer Registry, in their case.

b)

Curriculum vitae of each of them, understanding that the designated persons must meet the requirements provided in articles 56, 57, 58, and 59 of the LISF, as well as what is indicated in Provision 3.7.7.

In the contrary case, expressly state that there will be no changes with respect to said positions.

VI.

Proposal of the possible directors, independent directors, general manager, officials of the two levels below the general manager, and members of the audit committee, must present the following information and documentation:

a)

Relationship containing full names, nationality, domiciles, current occupation, and position they will perform within the Surety Institution, as well as date of birth and Federal Taxpayer Registry, in their case.

b)

Curriculum vitae of each of them, understanding that the designated persons must

comply with the requirements set forth in articles 56, 57, 58, and 59 of the LISF, as well as that indicated in Provision 3.7.7.

c)

Persons who will make up the committees referred to in subsection g) of the preceding numeral IV.

VII.

Activity Plan that develops, at a minimum, the following aspects:

a)

The lines and sub-lines of suretyship that the Surety Institution will conduct.

b)

The initial share capital, as well as its paid-in capital.

c)

The financial budget, based on the business plan and financial projections of the requesting Surety Institution, which must consider:

The projection of the Consolidated Balance Sheet and Statement of Results of the Surety Institution, as well as:

i.

The assumptions of premium issuance and growth.

ii. The expected retention level and its justification.

iii. The establishment and increase of technical reserves.

iv. The estimation of the behavior of administrative, acquisition, and claims expenses.

v. The technical, operational, and fiscal year results for each of the projected years.

vi.\The allocation of assets and the financial return that it expects to obtain from them, if applicable.

vii. The possible capital contributions for each of the projected years, the application of losses or profits, and the establishment of the legal reserve.

The projection of its Solvency Capital Requirement and the level of Own Funds and Admissible Own Funds, considering:

i. The general formula for the calculation of its Solvency Capital Requirement, and the internal model, if applicable.

ii.\The risks to which the requesting Surety Institution could be exposed, in addition to those considered in the general formula.

Macroeconomic assumptions regarding the evolution of gross domestic product, inflation, interest rates, exchange rate, among others, that publish, if applicable, the Secretariat, the Bank of Mexico, or the National Institute of Statistics and Geography.

Such projections must be for five years and must be carried out based on the technical parameters established by the LISF, these Provisions, and other applicable legal, regulatory, and administrative provisions. Likewise, the projections must contemplate scenarios of adverse behavior of the operations, in accordance with the financial and technical feasibility studies of the Surety Institution.

The financial budget must be consistent with the policies indicated in subsection f) of numeral IV of this Annex, as well as with the bases relative to its operation indicated in the following subsection d).

d)

The bases relative to its operation that are modified as a result of the expansion, suppression, or change of lines or sub-lines, regarding:

Organizational chart and administrative structure, developing the functions to be performed in each position and indicating the specific area in which such functions will be carried out.

Training programs for employees and insurance agents, which contemplate observable and measurable general objectives.

Structure for the provision of service to the principals, beneficiaries, attention for the payment of claims, as well as policies to adequately satisfy service needs.

Program for the opening of branches and service offices for the following three years.

Systems that it will use for the registration, control, and reporting of statistics related to suretyship.

Systems that it will use for the registration, control, and reporting of its accounting operations.

Systems that it will use to carry out the valuation of technical reserves.

Systems that are expected to be used to comply with the functions of its corporate governance system.

Security measures that it will implement to preserve the integrity of information.

Complaint handling mechanisms.

Services that it contracts with third parties to comply with its obligations derived from suretyship policies or those that are complementary or auxiliary, as well as the projects of the corresponding contracts.

e)

The provisions of geographic coverage and market segments that it intends to address, in which it must indicate the sectors to which the sale of its products is intended to be directed.

f)

The projects of technical notes and contractual documentation of suretyship that it intends to offer and register with the Commission in terms of articles 209 and 210 of the LISF, and of these Provisions.

g)

The technical operation and placement programs of suretyship, regarding the lines and sub-lines for which it is requesting authorization.

ANNEX 2.1.3-g.

INFORMATION AND DOCUMENTATION REGARDING APPLICATIONS FOR AUTHORIZATION FOR

A SURETY INSTITUTION TO ORGANIZE AND OPERATE AS

AN INSURANCE INSTITUTION IN

THE SURETYSHIP LINE

The following information and documentation, which must be presented in original and in files on a magnetic or optical storage medium, in PDF format and identified according to the numerales and subsections of this Annex:

I.

Project of comprehensive reform of social bylaws or social contract, which includes that relative to its new regime of organization and operation which must contain, at a minimum, the following elements:

a)

Full name or corporate denomination, as applicable, nationality and domicile of the natural or legal persons registered as shareholders of the company, as well as date of birth, Unique Population Registry Key (CURP) and Federal Taxpayer Registry (RFC), if applicable.

b)

Description of the corporate purpose which will be limited to functioning as an Insurance Institution in the operation of damage in the line or lines that it will conduct, and in the lines and sub-lines of suretyship that it will operate, must adhere to what is provided in articles 25, 26, 36, 42, 118, 294, and 295 of the LISF.

c)

New corporate denomination.

d)

Duration.

e)

Amount of share capital, considering for this purpose:

To have a minimum paid-in capital for each operation or line, or line or sub-line, that it will conduct, which must be expressed in UDI and paid in national currency in accordance with what is provided in article 49 of the LISF and Chapter 6.1 of these Provisions.

When the share capital exceeds the minimum, it must be paid at least 50%, provided that this percentage is not less than the established minimum.

In the case of variable capital companies, the mandatory minimum capital will be integrated by shares without withdrawal rights. The amount of capital with withdrawal rights, in no case, can be higher than the paid-in capital without withdrawal rights.

The shares must be paid in full in cash at the time of subscription.

Indicate the limited voting shares or, if applicable, indicate that the Institution will not issue such shares. In case there is more than one series of shares, it must explicitly indicate the percentage of share capital that may correspond to each series.

The share capital of Insurance Institutions may be integrated with a part represented by limited voting shares up to an amount equivalent to 30% of the paid-in capital, prior authorization of the Commission, these limited voting shares will grant voting rights only in matters relative to change of purpose, merger, spin-off, transformation, dissolution, and liquidation, as well as cancellation of its registration in any stock exchange, and this must be established.

Likewise, limited voting shares may confer the right to receive a preferential and cumulative dividend, as well as a dividend higher than that of ordinary shares, provided that this is established in the social bylaws of the issuing institution. In no case can the dividends of this type of shares be lower than those of other classes of shares.

Foreign governments cannot participate, directly or indirectly, in the capital of Insurance Institutions except for what is provided by article 50, fraction I, of the LISF.

Credit institutions, mutual societies, stock brokerage firms, general warehouse receipts, financial leasing companies, factoring companies, credit unions, regulated or unregulated multiple-object financial companies, investment fund operating companies, savings and loan cooperative societies, popular financial societies, community financial societies, rural financial integration bodies, pension fund administrators, specialized investment societies for pension funds, nor exchange houses may participate in the paid-in share capital of the Insurance Institution, directly or through an intermediary, except for the cases provided in the LISF, incorporating this prohibition in the draft deed.

f)

The contribution of each partner in cash and, when allowed by provisions derived from the LISF, the contribution in other goods, specifying the value attributed to them and the criterion followed for their valuation.

g)

Domicile of the Insurance Institution, which must always be within the territory of the Mexican Republic.

h)

The obligation to hold an ordinary general assembly at least once a year, establishing the right of partners representing at least 10% of the paid-in capital to request that an extraordinary assembly be convened. If the board does not issue the requested summons, indicating a term not greater than thirty days from the date of receiving the request for the meeting of the assembly, the commissioner, at the motion of the interested shareholders, will issue the summons in the same terms in which the board should do so.

i)

The form of administration of the Insurance Institution in terms of articles 55, 56, 57, 58, 59, and 70 of the LISF.

The councilors and other members of the committees referred to in numeral III, subsection g), of this Annex, are obliged to expressly abstain from participating in the deliberation and voting of any matter that implies a conflict of interest for them. Likewise, they must maintain absolute confidentiality regarding all those acts, facts, or events relative to the Insurance Institution, as well as any deliberation that takes place in the committees, without prejudice to the obligation that the Insurance Institution will have to provide all the information requested of it in accordance with what is provided in the LISF.

j)

The mechanism to carry out the appointment of councilors, independent councilors, the general director, as well as the designation of those who will carry the corporate signature.

k)

The mechanism for the designation of the members of the audit committee in terms of what is provided by article 72 of the LISF.

l)

Contemplate that the acts of the general director and of the officials who occupy positions with the hierarchy immediately below that of the latter, in the performance of their functions, will obligate directly and unlimitedly the insurance institution in question, without prejudice to the civil or penal responsibilities in which they incur personally.

m)

The way to make the distribution of profits and losses among the members of the insurance institution, mentioning that the accumulated losses that an insurance institution registers must be applied directly and in the indicated order, to the following concepts: to pending profits to be applied at the close of the fiscal year, provided that they do not derive from revaluation by investment in equity securities; to capital reserves and to paid-in capital.

n)

The powers of the extraordinary general assembly of shareholders and the conditions for the validity of their deliberations, as well as for the exercise of the right to vote, regarding the legal provisions that can be modified by the will of the partners, adhering at all times to what is provided by article 54 of the LISF.

o)

The cases in which the Insurance Institution is to be dissolved in advance.

p)

The bases to agree and practice the conventional liquidation of the Insurance Institution, the manner of proceeding to the election of the liquidator or liquidators, when they have not been designated in advance in accordance with what is indicated by the General Law of Commercial Societies and the Second Chapter of Title Twelfth of the LISF. As well as the mention that once the Insurance Institution is dissolved, conventional liquidation can be carried out, prior request for revocation of the corresponding authorization to the Commission, provided that what is established in Title Twelfth of the LISF is complied with.

q)

Incorporate the bases to carry out the administrative liquidation of the Insurance Institution, in accordance with what is established in Title Twelfth of the LISF.

r)

Regulate what is relative to the commercial bankruptcy, in accordance with Chapter III, of Title Twelfth of the LISF.

s)

Likewise, it must contemplate all the mentions that the LISF specifically indicates that are inserted in the social bylaws.

II.

Project of the minutes of the extraordinary general assembly of shareholders of the Surety Institution in which the organization and operation of the Institution as an Insurance Institution is agreed upon.

III.

In case of carrying out modifications to the capital, to the shareholders, to the share participation amounts of the requesting institution, the relationship and information of the persons who directly or indirectly intend to maintain a participation in the share capital of the Insurance Institution is required, which must contain the following elements:

a)

The full names of the partners, indicating their nationality, domicile, as well as date of birth, Unique Population Registry Key (CURP) and Federal Taxpayer Registry (RFC), if applicable.

b)

The amount of capital that each one will subscribe, the form in which they will pay it, and the origin of the resources with which they will make the contributions, for which they must present the documents that accredit the origin and sufficiency of the resources.

c)

In the case that the new partners are natural persons, they must annex the curriculum vitae of each one of them, and when it comes to legal persons, they must present a certified copy of the constitutive act with the registration data in the Public Commerce Registry that corresponds to the company that intends to be a shareholder and a written statement signed by its legal representative who has the faculties, declaring that its represented party is not in any of the prohibition scenarios referred to in article 50 of the LISF.

IV.

The modifications to the strategic program that will result from the new regime of organization and operation of the company, regarding:

a)

Description of the corporate governance system.

b)

Operation of its comprehensive risk management system.

c)

The internal control system.

d)

The operation of the internal audit area.

e)

The actuarial function and its main areas of responsibility.

f)

The policies and norms in matters of:

Risk underwriting, including the policies and norms must comprise what is relative to the obtaining of guarantees and the follow-up of insured risks.

Design of insurance products, and of technical notes and contractual documentation of suretyship.

Investments.

Comprehensive risk management.

Reinsurance, Re-suretyship, and other risk transfer mechanisms.

Financial Reinsurance.

Financing of its operations.

The norms to avoid conflicts of interest between the different areas of the institution that is intended to be transformed, in the exercise of the functions assigned to them.

The measures to effect to avoid that the Insurance Institution and the agents handle signed and unrequisitioned policies, contracts, or certificates, in contravention of what is provided in articles 98, fraction XVIII, and 295, fraction XVII, of the LISF.

Contracting of services with third parties.

The other obligations that derive from the applicable legal, regulatory, and administrative provisions to the institution that is intended to be transformed.

g)

The constitution and adequate operation of the following committees:

Audit Committee.

Investment Committee.

Reinsurance Committee.

Underwriting Committee.

Communication and Control Committee.

Other committees of a consultative nature.

h)

The evaluation of the suitability of the councilors, independent councilors, general director, officials of the two levels following the general director, and members of the audit committee of the institution that is intended to be transformed and of those who will perform other transcendental functions of the same, indicating the minimum specific requirements that will apply to evaluate such professional aptitudes, competence, and experience.

i)

The process to comply with what is established in Title 24 of these Provisions in matters of information disclosure.

V.

In case of carrying out modifications in the councilors or officials of the requesting institution, the proposal of the possible councilors, independent councilors, general director, officials of the two levels following the general director, and members of the audit committee is required, must present the following information and documentation:

a)

Relationship containing full names, nationality, domiciles, current occupation, and position they will perform within the Insurance Institution, as well as date of birth, Unique Population Registry Key (CURP) and Federal Taxpayer Registry (RFC), if applicable.

b)

Curriculum vitae of each one of them, understanding that the designated persons must comply with the requirements provided in articles 56, 57, 58, and 59 of the LISF, as well as that indicated in Provision 3.7.7.

VI.

Activity Plan that develops, at a minimum, the following aspects:

a)

The operation and lines of insurance, as well as the lines and sub-lines of suretyship, that the Insurance Institution intends to operate.

b)

The initial share capital, as well as its paid-in capital.

c)

The financial budget, based on the business plan and financial projections of the requesting institution, which must consider:

The projection of the Consolidated Balance Sheet and Statement of Results of the Insurance Institution, as well as:

i.

The assumptions of premium issuance and growth.

ii. The expected retention level and its justification.

iii. The establishment and increase of technical reserves.

iv. The estimation of the behavior of administrative, acquisition, loss, and claims expenses.

v. The technical, operational, and fiscal year results for each of the projected years.

vi.\The allocation of assets and the financial return that it expects to obtain from them, if applicable.

vii.\The possible capital contributions for each of the projected years, the application of losses or profits, and the establishment of the legal reserve.

The projection of its Solvency Capital Requirement and the level of Own Funds and Admissible Own Funds, considering:

i. The general formula for the calculation of its Solvency Capital Requirement, and the internal model, if applicable.

ii.\The risks to which the Insurance Institution could be exposed, in addition to those considered in the general formula.

Macroeconomic assumptions regarding the evolution of gross domestic product, inflation, interest rates, exchange rate, among others, that publish, if applicable, the Secretariat, the Bank of Mexico, or the National Institute of Statistics and Geography.

Such projections must be for five years and must be carried out based on the technical parameters established by the LISF, these Provisions, and other applicable legal, regulatory, and administrative provisions. Likewise, the projections must contemplate scenarios of adverse behavior of the operations, in accordance with the financial and technical feasibility studies of the Insurance Institution.

The financial budget must be consistent with the policies indicated in subsection f) of numeral IV of this Annex, as well as with the bases relative to its operation indicated in the following subsection d).

d)

The bases relative to its operation that are modified as a result of the new regime of organization and operation of the Institution, regarding:

Organizational chart and administrative structure, developing the functions to be performed in each position and indicating the specific area in which such functions will be carried out.

Training programs for employees and insurance agents, which contemplate observable and measurable general objectives.

Structure for the provision of service to the insured, principals, beneficiaries, attention for the payment of benefits and claims, as well as policies to adequately satisfy service needs.

Program for the opening of branches and service offices for the following three years.

Systems that it will use for the registration, control, and reporting of statistics related to insurance and suretyship.

Systems that it will use for the registration, control, and reporting of its accounting operations.

Systems that it will use to carry out the valuation of technical reserves.

Systems that are expected to be used to comply with the functions of its corporate governance system.

Security measures that it will implement to preserve the integrity of information.

Complaint handling mechanisms.

Services that it contracts with third parties to comply with its obligations derived from insurance and suretyship policies or those that are complementary or auxiliary, as well as the projects of the corresponding contracts.

e)

The provisions of geographic coverage and market segments that it intends to address, in which it must indicate the sectors to which the sale of its products is intended to be directed.

f)

The projects of insurance products, and technical notes and contractual documentation of suretyship that it intends to offer and register with the Commission in terms of articles 200, 201, 202, 203, 209, 210, and 215 of the LISF, and of these Provisions.

g)

The technical operation and placement programs of insurance and suretyship, for which it is requesting authorization.

h)

The projects of the actuarial methods that, if applicable, must register with the Commission for the calculation of technical reserves in terms of articles 217 and 218 of the LISF, and of these Provisions.

ANNEX 2.2.3-a.

INFORMATION AND DOCUMENTATION REGARDING APPLICATIONS FOR AUTHORIZATION TO

ACQUIRE MORE THAN 5% OF THE PAID-IN CAPITAL OF AN INSTITUTION, OR TO GRANT

GUARANTEE ON THE SHARES THAT REPRESENT THAT PERCENTAGE

The following information and documentation, which must be presented in original and in files on a magnetic or optical storage medium, in PDF format and identified according to the numerals and subsections of this Annex:

I.

List of persons intending to acquire or obtain as collateral shares of the Institution (hereinafter "Acquirers"), which must contain the following elements:

a)

The full name of the Acquirers, their nationality, address, and occupation.

b)

The capital to be subscribed by each of the Acquirers, the manner in which they will pay for it, as well as proof of the origin of the resources with which such payment will be made.

c)

In the case that the Acquirers are natural persons, they must attach the curriculum vitae of each one, indicating their date of birth, and, where applicable, the Unique Population Registry Key (CURP) and Federal Taxpayer Registry (RFC). When dealing with legal entities, they must present a certified copy, with registration data in the corresponding Public Commerce Registry, of the articles of incorporation of the company intending to be a shareholder and a written statement signed by its legal representative who has the authority, declaring that its represented entity is not in any of the prohibition scenarios referred to in Article 50 of the LISF; likewise, they must indicate, where applicable, their Federal Taxpayer Registry (RFC).

d)

Certification issued by the secretary of the Institution's board of directors, stating the current shareholding structure of the same.

II.

Explicit statement by the Institution regarding whether, as a result of the acquisition of shares or granting them as collateral, there is any change in its board of directors, officials at the two levels below the general director, or members of the audit committee.

In the event that there is any change, the following documents must be sent:

a)

List containing the full names, nationality, addresses, current occupation, and position to be held within the Institution, as well as date of birth, Unique Population Registry Key (CURP), and Federal Taxpayer Registry (RFC), where applicable.

b)

Curriculum vitae of each of them, understanding that the designated persons must meet the requirements set forth in Articles 56, 57, 58, and 59 of the LISF, as well as what is indicated in Provision 3.7.7.

In the contrary case, they must explicitly state that there will be no changes with respect to said positions.

III.

Draft minutes of the extraordinary general shareholders' meeting or of the Institution's board of directors, in which the acquisition of shares or granting of them as collateral is approved, as appropriate, specifying the current shareholding and the one that would be formed after the corporate movement, as well as the type of shares involved.

IV.

When it concerns the granting of collateral on shares representing more than 5% of the paid-in capital of an Institution, the following must also be sent:

a)

The documentation with which the granting of collateral on the shares is formalized and, where applicable, the necessary to fulfill the obligations undertaken.

b)

Certification issued by the secretary of the Institution's board of directors, stating that the shares representing the paid-in capital of the same that will be granted as collateral are free of any encumbrance or limitation of ownership.

ANNEX 2.2.3-b.

INFORMATION AND DOCUMENTATION REGARDING APPLICATIONS FOR AUTHORIZATION TO ACQUIRE 20% OR MORE OF THE SHARES REPRESENTING THE PAID-IN CAPITAL OF AN INSTITUTION, OR TO OBTAIN CONTROL OF AN INSTITUTION

The following information and documentation, which must be presented in original and in files on a magnetic or optical storage medium, in PDF format and identified according to the numerals and subsections of this Annex:

I.

Draft reform of the social bylaws or social contract, which must contain the corresponding modifications, identifying the articles that will undergo modification.

II.

List of shareholders who, where applicable, intend to acquire 20% or more of the shares representing the paid-in capital of an institution or obtain control of the institution in question, which must contain the following elements:

a)

The full names of the acquirers, indicating their nationality, address, as well as date of birth, Unique Population Registry Key (CURP), and Federal Taxpayer Registry (RFC), where applicable.

b)

The amount of capital that each one will subscribe, the manner in which they will pay for it, and the origin of the resources with which they will make the contributions, for which they must present the documents that prove the origin and sufficiency of the resources.

c)

In the case that the acquirers are natural persons, they must attach the curriculum vitae of each of them, and when dealing with legal entities, they must present a certified copy of the articles of incorporation with the registration data in the corresponding Public Commerce Registry of the company intending to be a shareholder and a written statement signed by its legal representative who has the authority, declaring that its represented entity is not in any of the prohibition scenarios referred to in Article 50 of the LISF.

d)

Certification issued by the secretary of the Institution's board of directors, stating the shareholding structure of the same.

III.

List of directors, independent directors, general director, officials at the two levels below the general director, and members of the audit committee, in case they are different from those currently serving in the Institution, must present the following information and documentation:

a)

List containing the full names, nationality, addresses, current occupation, and position to be held within the Institution, as well as date of birth, Unique Population Registry Key (CURP), and Federal Taxpayer Registry (RFC), where applicable.

b)

Curriculum vitae of each of them, understanding that the designated persons must meet the requirements set forth in Articles 56, 57, 58, and 59 of the LISF, as well as what is indicated in Provision 3.7.7.

In the contrary case, explicitly state that there will be no changes with respect to said positions.

IV.

Draft minutes of the extraordinary general shareholders' meeting or of the Institution's board of directors, in which the acquisition of shares is approved, specifying the current shareholding and the one that would be formed after the corporate movement.

V.

Activity plan and strategic program, in case it is different from the one implemented by the Institution, in accordance with the requirements set forth in Annexes 2.1.3.-a and 2.1.3-c, depending on whether it is an Insurance Institution or a Surety Institution respectively.

---

1

Only in the case where the signatory has been subject to any process before common or federal jurisdictional courts, criminal investigations, as well as any other that by its relevance must be declared by the applicant. In the contrary case, the fields must be filled with "N/A".

2

Only in the case where the legal entity has been subject to any process before common or federal jurisdictional courts, criminal investigations, as well as any other that by its relevance must be declared by the applicant. In the contrary case, the fields must be filled with "N/A".

3

Only in the case where the signatory has been subject to any process before common or federal jurisdictional courts, criminal investigations, as well as any other that by its relevance must be declared by the applicant. In the contrary case, the fields must be filled with "N/A".

4

Only in the case where the legal entity has been subject to any process before common or federal jurisdictional courts, criminal investigations, as well as any other that by its relevance must be declared by the applicant. In the contrary case, the fields must be filled with "N/A".

5

Only in the case where the signatory has been subject to any process before common or federal jurisdictional courts, criminal investigations, as well as any other that by its relevance must be declared by the applicant. In the contrary case, the fields must be filled with "N/A".

6

Only in the case where the legal entity has been subject to any process before common or federal jurisdictional courts, criminal investigations, as well as any other that by its relevance must be declared by the applicant. In the contrary case, the fields must be filled with "N/A".

7

Only in the case where the signatory has been subject to any process before common or federal jurisdictional courts, criminal investigations, as well as any other that by its relevance must be declared by the applicant. In the contrary case, the fields must be filled with "N/A".

8

Only in the case where the legal entity has been subject to any process before common or federal jurisdictional courts, criminal investigations, as well as any other that by its relevance must be declared by the applicant. In the contrary case, the fields must be filled with "N/A".

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