Notice communicating the Agreement of the Board of Directors of the National Commission of Insurance and Sureties modifying the authorization granted to Seguros Banamex, S.A. de C.V.

DOF: 26/06/2025

OFFICE DOCUMENT communicating the Agreement of the Board of Directors of the National Commission of Insurance and Sureties, which modifies the authorization granted to Seguros Banamex, S.A. de C.V.,

A national seal is placed at the margin, which reads: United Mexican States.- Treasury.- Ministry of

Treasury and Public Credit.- National Commission of Insurance and Sureties.- Presidency.- Vice Presidency

Legal.- General Legal, Advisory and Intermediaries Directorate.- File No. C00.411.3S.2"24".-

Office Document No. 06-C00-41100-06912/2025.

SEGUROS BANAMEX, S.A. DE C.V., MEMBER OF THE BANAMEX FINANCIAL GROUP

(BEFORE CITIBANAMEX SEGUROS, S.A. DE C.V.,
MEMBER OF THE CITIBANAMEX FINANCIAL GROUP)

Manuel Ávila Camacho Boulevard No. 24 .

Torre del Bosque PH

Lomas de Chapultepec Neighborhood

Miguel Hidalgo Borough

C.P. 11000, Mexico City

SUBJECT:

Agreement of the Board of Directors of this Commission is communicated.

The Federal Government, through the National Commission of Insurance and Sureties, prior to the Agreement of its Board of Directors, based on articles 2, fraction I, 17, 26 and 31, fraction VIII, of the Organic Law of the Federal Public Administration; 4, section G, fraction III, 48 and 49 of the Internal Regulations of the Ministry of Treasury and Public Credit; 11, 366, fraction VIII, 367, fractions I and II, 369, fraction II, 370, last paragraph, 372, fraction XLI, and 373 of the Law of Insurance and Surety Institutions; as well as articles 2, 4, fractions I and II, 6 and 9 of the Internal Regulations of the National Commission of Insurance and Sureties, issues these Resolutions in response to the following Background and Considerations:

BACKGROUND

FIRST.- Citibanamex Seguros, S.A. de C.V., Member of the Citibanamex Financial Group (formerly Seguros Banamex, S.A. de C.V., Member of the Banamex Financial Group), was authorized by the Ministry of Treasury and Public Credit to organize, operate and function as an insurance institution, as evidenced by the agreement contained in office document 102-E-366-DGSV-I-B-a-1549 of September 7
1994. This authorization was last modified by this Commission through document 06-C00- 41100-32873/2019 of June 26, 2019, published in the Official Gazette of the Federation on October 11,
2019.

SECOND.- Through writings received in the registry office of this Commission on March 6 and 27 and on April 24, 2024, the latter in response to the information request contained in office document 06-C00- 41000-06814/2024 of April 8, 2024, Citibanamex Seguros, S.A. de C.V., Member of the Citibanamex Financial Group, requested approval from this Commission to modify, among others, article two of the bylaws of that institution resulting from the change of its name to "Seguros Banamex, S.A. de C.V., Member of the Banamex Financial Group", this due to the corporate reorganization in Mexico of the Financial Group to which the institution belongs.

THIRD.- Through office document 06-C00-41100-15781/2024 of July 8, 2024, this Commission approved the modification, among others, of article two of the bylaws of Citibanamex Seguros, S.A. de C.V., Member of the Citibanamex Financial Group, in terms of the draft Extraordinary General Shareholders' Meeting attached to its writing of April 24, 2024.

FOURTH.- Through a writing received in the registry office of this Commission on November 13, 2024, Citibanamex Seguros, S.A. de C.V., Member of the Citibanamex Financial Group, presented various documentation related to the approval office document described in the previous section, from which stands out the certified copy of office document UBVA/CBV/337/2024 of September 24, 2024, by which the Ministry of Treasury and Public Credit resolved the corporate restructuring of the Financial Group to which it belongs, as well as the request that originated said procedure.

FIFTH.- Through office document 06-C00-41100-39552/2024 of November 28, 2024, this decentralized body informed Citibanamex Seguros, S.A. de C.V., Member of the Citibanamex Financial Group, that they must fully comply with what was ordered in resolution three of the cited office document 06- C00-41100-15781/2024 of July 8, 2024, in order to be able to continue with the reference procedure.

SIXTH.-
Through the writing received in the registry office of this Commission on December 3, 2024, Citibanamex Seguros, S.A. de C.V., Member of the Citibanamex Financial Group, presented the original of the first and second testimony of public deed number 105,400 of December 1, 2024 granted before the notary of Lic. Roberto Nuñez y Bandera, holder of Public Notary number 1 of Mexico City, in which the protocolization of the Extraordinary General Shareholders' Meeting act of November 26 2024 is recorded, where the change of denomination of the institution was approved, among others, remaining as Seguros Banamex, S.A. de C.V., Member of the Banamex Financial Group.

SEVENTH.- Through office document 06-C00-41100-44242/20224 of December 20, 2024, this decentralized body ordered Citibanamex Seguros, S.A. de C.V., Member of the Citibanamex Financial Group, to register in the Public Registry of Property and Commerce the public deed 105,400 of December 1, 2024.

EIGHTH.- Through a writing received in the registry office of this Commission on January 20, 2025, Citibanamex Seguros, S.A. de C.V., Member of the Citibanamex Financial Group, sent with electronic Mercantile Folio number 190548 of January 3, 2025 of registration in the Public Registry of Commerce, the first testimony of public deed number 105,400 of December 1, 2024, granted before the notary of Lic. Roberto Núñez y Bandera, holder of Public Notary number 1 of Mexico City, in which the protocolization of the Extraordinary General Shareholders' Meeting of that institution is recorded, in which it was agreed, among others, its change of denomination to Seguros Banamex, S.A. de C.V., Member of the Banamex Financial Group.

NINTH.- Through a writing received in the registry office of this Commission on January 28, 2025, the aforementioned institution requested the modification of its authorization to update its denomination to remain as Seguros Banamex, S.A. de C.V., Member of the Banamex Financial Group.

TENTH.- Through office document 06-C00-41100-01051/2025 of January 30, 2025, this Decentralized Body considered fulfilled what was instructed in office document 06-C00-41100-44242/2024 of December 20 2024, taking note of the registration of the notarial instrument in the terms described in Antecedent Eighth.

ELEVENTH.- The Board of Directors of this Commission in its Session 243, held on February 27 2025, taking into consideration the favorable opinion issued by the Authorizations Committee, agreed as follows:

" ONLY.

The authorization granted to Citibanamex Seguros, S.A. de C.V., Member of the Citibanamex Financial Group, is MODIFIED, in order to reflect the reform made to its bylaws where they changed their denomination to Seguros Banamex, S.A. de C.V., Member of the Banamex Financial Group.

... "

CONSIDERATIONS

FIRST.- That article 369, fraction II, of the Law of Insurance and Surety Institutions provides that it is the competence of the Board of Directors of this Commission to modify the authorizations to organize, operate and function as an insurance institution.

SECOND.- That as a result of what was resolved in office document 06-C00-41100-15781/2024 of July 8, 2024, described in Antecedent Third, it is appropriate to modify the terms of the authorization granted to that insurance institution.

THIRD.- That in accordance with what is stated in Antecedent Eleventh, the Board of Directors of this Commission in its Session 243, of February 27, 2025, agreed to modify the authorization granted to that insurance institution.

In view of the foregoing, the following are issued:

RESOLUTIONS

FIRST.- The authorization granted to Citibanamex Seguros, S.A. de C.V., Member of the Citibanamex Financial Group to organize, operate and function as an insurance institution is modified, to remain in the following terms:

" AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO SEGUROS BANAMEX, S.A. DE C.V., MEMBER OF THE BANAMEX FINANCIAL GROUP TO ORGANIZE, OPERATE AND FUNCTION AS AN INSURANCE INSTITUTION

SUBSIDIARY OF CITIGROUP INC., THROUGH CITICORP (MEXICO) HOLDINGS LLC., BOTH OF DELAWARE UNITED STATES OF AMERICA, IN THE FOLLOWING TERMS:

ARTICLE FIRST.- In exercise of the faculty conferred to the Federal Government by
article 5 of the repealed General Law of Insurance and Mutual Societies by
the Ministry of Treasury and Public Credit, and that, from April 4 of 2015, articles 11 and 74 of the Law of Insurance and Surety Institutions confer to the National Commission of Insurance and Sureties, SEGUROS BANAMEX, S.A. DE C.V., MEMBER OF THE BANAMEX FINANCIAL GROUP, is authorized to organize, operate and function as an insurance institution subsidiary of Citigroup Inc., through Citicorp (Mexico) Holdings LLC., both of Delaware, United States of America.

ARTICLE SECOND.- The subsidiary insurance institution is authorized to practice
in the Mexican Republic the operation of life insurance, the operation of insurance for accidents and illnesses, in the lines of personal accidents and medical expenses and the operation of damage insurance, in the lines of civil liability and professional risks, maritime and transport, fire, agricultural and animal, automobiles, various, as well as catastrophic risks.

ARTICLE THIRD.- The subsidiary insurance institution shall be subject to the Treaty between
Mexico, United States and Canada, to the provisions of the Law of Insurance and Surety Institutions, as well as those derived from it, to the General Law of Mercantile Societies, to the Law to Regulate Financial Groups, insofar as it relates to its integration into the Banamex Financial Group, to the other norms that by their nature are applicable to it and, in particular, to the following bases:

I.- The denomination shall be Seguros Banamex, S.A. de C.V., Member of the Banamex Financial Group.

II.- The social capital shall be variable according to the following:

a.
Seguros Banamex, S.A. de C.V., Member of the Banamex Financial Group, must have the minimum paid capital equivalent in national currency to the value of the Investment Units determined by the National Commission of Insurance and Sureties, with the agreement of its Board of Directors, through general character provisions, as established in article 49, first paragraph, of the Law of Insurance and Surety Institutions.

b.
The variable capital with withdrawal right in no case may be greater than the paid capital without withdrawal right.

III. The social domicile of the subsidiary insurance institution shall be Mexico City.

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

SECOND.- This office document must be published in the Official Gazette of the Federation and in two newspapers of wide circulation from the social domicile of Seguros Banamex, S.A. de C.V., Member of the Banamex Financial Group, within one hundred twenty natural days following the date of its notification, in terms of what is established in article 11 of the Law of Insurance and Surety Institutions, at the expense of the interested parties.

This is issued based on the information provided by the petitioner contained in the writings sent and is limited exclusively to the modification of the authorization granted to Seguros Banamex, S.A. de C.V., Member of the Banamex Financial Group, in the terms described that in accordance with the applicable provisions it is the competence of this Commission to resolve, and does not prejudge any act that said society carries out and that implies the prior authorization or approval of other financial authorities, administrative, tax or of any other nature, in terms of current regulations, nor validates the legality or validity of the same in case said authorizations or approvals are not obtained.

Respectfully,

Mexico City, March 6, 2025.- The President of the National Commission of Insurance and Sureties, Ricardo Ernesto Ochoa Rodríguez.- Rubric.

(R.- 565895)

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