Notice declaring the revocation of the authorization granted to Principal Pensiones, S.A. de C.V., Principal Grupo Financiero, to organize and operate as an insurance institution

DOF: 18/10/2019

OFFICE LETTER through which the revocation of the authorization granted to Principal Pensiones, S.A. de C.V., Principal Grupo Financiero, to organize and operate as an insurance institution is declared.

At the margin, a seal with the National Coat of Arms, which says: United Mexican States.- SHCP.- Ministry of Finance and Public Credit.- National Insurance and Bonds Commission.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-Advisory Directorate.- File: C00.41100.13.4.1.-P0907"18".- Office No. 06-C00-41000-56531/2019.

SUBJECT:

The revocation of the authorization granted to Principal Pensiones, S.A. de C.V., Principal Grupo Financiero, to organize and operate as an insurance institution is declared.

PRINCIPAL PENSIONES, S.A. DE C.V., PRINCIPAL FINANCIAL GROUP

Torre Arcos No. 400-B, Paseo de los Tamarindos Colonia Bosques de las Lomas Cuajimalpa de Morelos Municipality C.P. 05120, Mexico City

Attn: Gisela Laura Loewe Krieger Legal Representative

This National Insurance and Bonds Commission, based on articles 2, fraction I; 17, 26 and 31, fraction VIII, of the Organic Law of the Federal Public Administration; article 2, section D, fraction III, of the Internal Regulations of the Ministry of Finance and Public Credit; articles 332, fraction XI; 334, second paragraph, 366, fraction VIII; 369, fraction II; 370, fourth paragraph, 372, fraction XLI; 443, fraction I; 444, fractions I and II; and 445 and Eighth Transitory Provision of the Law of Insurance and Bonds Institutions; in Provisions 29.3.5 to 29.3.8 of the Single Insurance and Bonds Circular in force; as well as in articles 6 and 9 of the Internal Regulations of the National Insurance and Bonds Commission, issues the resolutions indicated below, in consideration of the following Background and Considerations:

BACKGROUND

1. Principal Pensiones, S.A. de C.V., Principal Grupo Financiero (hereinafter Principal Pensiones), was authorized by the Ministry of Finance and Public Credit to organize and function as an insurance institution, through Office 366-IV-3347 of June 16, 1999, published in the Official Gazette of the Federation on August 4, 1999. Its authorization was last modified by this National Insurance and Bonds Commission through Office 06-C00-41100/27974 of December 21, 2015.

2. Through a written document dated August 29, 2018, presented at this National Insurance and Bonds Commission (Commission) on the 31st of that same month and year, Licenciada Gisela Laura Loewe Krieger, on behalf of "Principal Pensiones", requested this Commission the revocation of the authorization under which the aforementioned institution operates, due to the agreement of its general assembly of shareholders, as follows:

2.1. That on July 24, 2018, "Principal Pensiones", in its capacity as assignor, celebrated an assignment agreement of the rights and obligations derived from all the active policies owned by it, which are based on pension or survival plans, in favor of Pensiones Banorte, S.A. de C.V., Banorte Financial Group (hereinafter "Pensiones Banorte"), in its capacity as assignee.

2.2. That "Principal Pensiones" and "Pensiones Banorte" requested through a separate written document of July 27, 2018, authorization from this Commission to carry out the indicated portfolio transfer.

2.3. That in view of the foregoing, the Board of Directors of this Commission, in its Session 205 of November 29, 2018, taking into consideration the favorable opinion issued by its Authorizations Committee, agreed to authorize, based on articles 270 and 369, fraction IV, of the Law of Insurance and Bonds Institutions, the assignment of all policies owned by "Principal Pensiones", which are based on pension or survival plans derived from social security laws, in favor of "Pensiones Banorte".

2.4. That as a consequence of the aforementioned portfolio transfer, the shareholders of "Principal Pensiones", through Unanimous Resolutions agreed on August 24, 2018, resolved, among others, to request this Commission the declaration of the revocation of the authorization of said insurer, in terms of what is established in article 332, fraction XI, of the Law of Insurance and Bonds Institutions, and articles 229, fraction III, and 234 of the General Law of Commercial Companies.

2.5. That through a written document of December 18, 2018, received in this Decentralized Organ on that same date, "Principal Pensiones" informed this Commission that on December 6, 2018, that insurer and "Pensiones Banorte" signed an execution agreement of the portfolio assignment agreement referred to in section 2.1 of this Office Letter, thereby perfecting the portfolio transfer celebrated between the aforementioned institutions on that date, so that on the same December 6, 2018, "Pensiones Banorte" assumed control and operation of the pension portfolio assigned by "Principal Pensiones".

2.6. That through Office 06-C00-41100-14312/2019 of April 4, 2019, this Commission requested from "Principal Pensiones", among others, the following:

· The designation by the shareholders' assembly of the liquidator of the aforementioned insurance institution.

· That the institution has assigned its portfolio of insurance, reinsurance and suretyship contracts, or fully liquidated its liabilities for said contracts.

· That its shareholders' assembly has approved the financial statements, in which obligations derived from insurance, reinsurance or suretyship contracts are no longer registered under the insurance institution, as well as to send the financial statements accompanied by the report of an external auditor that includes its opinions regarding components, accounts or specific items of the financial statements, where the aforementioned is confirmed.

2.7. That by written document of April 12, 2019, received by this Commission on the same date, "Principal Pensiones" sent a new draft of Unanimous Shareholders' Resolutions in order to comply with what was required by this Decentralized Organ.

2.8. That through the written document of May 27, 2019, received by this Commission on the same date, "Principal Pensiones" sent in an addendum a new draft of Unanimous Resolutions in order to appoint its liquidator, accompanying the documentation and information proving that it meets all and each of the requirements established in article 396, fractions I to VIII, in relation to article 444, fraction II, of the Law of Insurance and Bonds Institutions.

3. That the request for revocation of "Principal Pensiones" was submitted to the consideration of the Board of Directors of this Commission in its session 208 of June 25, 2019, prior to the favorable opinion of the Authorizations Committee, agreeing as follows:

SINGLE.- The revocation of the authorization granted to Principal Pensiones, S.A. de C.V., Principal Grupo Financiero, to function as an insurance institution, in the life operation, with the sole purpose of managing pension insurance derived from social security laws, is DECLARED, and consequently, said insurer is in a position to initiate its conventional liquidation procedure in accordance with Chapter Two of Title Twelfth of the Law of Insurance and Bonds Institutions.

CONSIDERATIONS

I. That this Commission is competent to hear and resolve the request for revocation, in accordance with what is provided in articles 2, fraction I; 17, 26 and 31, fraction VIII, of the Organic Law of the Federal Public Administration; article 2, section D, fraction III, of the Internal Regulations of the Ministry of Finance and Public Credit; articles 332, fraction XI; 334, second paragraph, 366, fraction VIII; 369, fraction II; 370, fourth paragraph, 372, fraction XLI; 443, fraction I; 444, fractions I and II; 445 and Eighth Transitory Provision of the Law of Insurance and Bonds Institutions; as well as in articles 6 and 9 of the Internal Regulations of the National Insurance and Bonds Commission.

II. That in terms of what is provided in the first paragraph of article 332 of the Law of Insurance and Bonds Institutions, this Decentralized Organ granted the applicable legal deadlines to deliver, receive and value its request, as indicated in the Background of this Office Letter.

III. That once the documentation and information sent was reviewed, it was determined that the cause for revocation provided in article 332, fraction XI, of the Law of Insurance and Bonds Institutions is met, having complied with the requirements provided in articles 443, fraction I; 444, fractions I and II; and 445, of the Law of Insurance and Bonds Institutions.

IV. That the Board of Directors of this Commission, in its session 208 of June 25, 2019, agreed to declare the revocation of the authorization granted to "Principal Pensiones", to function as an insurance institution, in the life operation, with the sole purpose of managing pension insurance derived from social security laws, and consequently, said insurer initiates its conventional liquidation procedure in accordance with Chapter Two of Title Twelfth of the Law of Insurance and Bonds Institutions.

In view of the foregoing, this Commission issues the following:

RESOLUTIONS

FIRST.- The authorization granted to Principal Pensiones, S.A. de C.V., Principal Grupo Financiero to function as an insurance institution issued by the Ministry of Finance and Public Credit to organize and function as an insurance institution, through Office 366-IV-3347 of June 16, 1999, published in the Official Gazette of the Federation on August 4, 1999, in the life operation, with the sole purpose of managing pension insurance derived from social security laws, is revoked, in virtue of the fact that said dissolution was agreed through its Extraordinary General Assembly of Shareholders and consequently, said insurer initiates its conventional liquidation procedure in accordance with Chapter Two of Title Twelfth of the Law of Insurance and Bonds Institutions.

SECOND.- The revocation incapacitates Principal Pensiones, S.A. de C.V., Principal Grupo Financiero, to issue any insurance from the date on which said insurance institution is notified of it, and will put the society in a state of dissolution and liquidation, such that henceforth when citing the denomination of the insurance institution, the expression "in liquidation" must be added. The foregoing, based on article 334, second paragraph, of the Law of Insurance and Bonds Institutions.

THIRD.- The liquidator designated by Principal Pensiones, S.A. de C.V., Principal Grupo Financiero, must instrument and adopt a calendarized work plan in accordance with what is established in article 444, fraction III, subsection c), of the Law of Insurance and Bonds Institutions, and must send it to this Commission in terms of Provision 29.3.5. of the Single Insurance and Bonds Circular, which must contain the procedures and measures necessary for the pending obligations to be fulfilled by the aforementioned insurer to be settled no later than within the year following the date on which its appointment was protested, as well as to present the following information in accordance with what is provided in Provision 29.3.6. of the aforementioned Circular, as part of the start of the conventional liquidation process:

I. The report that the liquidator elaborates regarding the integral situation of the society, based on the information it receives from the administrators, relative to the assets, books and documents of the society, to have an inventory of its assets and liabilities, and

II. The initial balance of the liquidation, which must be accompanied by the report of an independent external auditor of recognized experience that the liquidator hires for such effect.

Additionally, in accordance with Provision 29.3.7. of the Single Insurance and Bonds Circular, the liquidator must deliver a report to this Decentralized Organ, within ten business days following the close of each month, on the progress of the liquidation process that contains, as a minimum, the following information:

I. Monthly general balance and income statement, as well as its trial balance at the first level highlighting the main changes with respect to the previous month.

II. Report on the monthly progress of the liquidation process and the actions carried out by the conventional liquidator to comply with the obligations indicated in fraction III of article 444 of the Law of Insurance and Bonds Institutions; and

III. Analysis of expenses incurred within the liquidation process, with the monthly and accumulated detail from the start of the liquidation.

Likewise, in accordance with what is provided in Provision 29.3.8 of the Single Insurance and Bonds Circular, the conventional liquidator, prior to the publication in the Official Gazette of the Federation and in a newspaper of national circulation referred to in article 426 of the Law of Insurance and Bonds Institutions, must present to this Commission the final balance of the liquidation and the income statement of the liquidation process, accompanied by the report of an independent external auditor of recognized experience that the liquidator hires for such effect, in the terms indicated in Annex 29.3.4. of the aforementioned Circular.

FOURTH.- In accordance with what is established in article 334, second paragraph, of the Law of Insurance and Bonds Institutions, Principal Pensiones, S.A. de C.V., Principal Grupo Financiero, must publish at its own expense this declaration of revocation in the Official Gazette of the Federation and in two newspapers of wide circulation in the country, within the one hundred twenty days following the date of notification of this Office Letter.

FIFTH.- This is notified in terms of what is provided in article 7 of the Law of Insurance and Bonds Institutions, which is issued based on the information provided by the promoting institution, contained in the writings cited in the Background, which is limited exclusively to the declaration of revocation of the authorization granted to Principal Pensiones, S.A. de C.V., Principal Grupo Financiero to function as an insurance institution, in the life operation, with the sole purpose of managing pension insurance derived from social security laws, which in accordance with the applicable provisions competes to resolve the Board of Directors of this Commission, and does not prejudge on any act that said society carries out and that implies the prior authorization or approval of other financial, administrative, tax or any other nature authorities in terms of the current regulations, nor validates the legality or validity of the same in case such authorization or approval is not obtained.

SIXTH.- The first testimony of the public deeds number 23,443 and 23,444, both dated July 29, 2019, is returned, in order that no later than within the ninety days following the date on which this Office Letter is notified, it is delivered to this Commission through the Official Office of Parts, located at Fernando Villalpando number 18, Guadalupe Inn Neighborhood, Álvaro Obregón Municipality, C.P. 01020, in this Mexico City, the first testimony and a certified copy, with the registration data in the Public Registry of Commerce.

The foregoing, based on articles 2, fraction I; 17, 26 and 31, fraction VIII, of the Organic Law of the Federal Public Administration; article 2, section D, fraction III, of the Internal Regulations of the Ministry of Finance and Public Credit; articles 332, fraction XI; 334, second paragraph, 366, fraction VIII; 369, fraction II; 370, fourth paragraph, 372, fraction XLI; 443, fraction I; 444, fractions I and II; and 445, of the Law of Insurance and Bonds Institutions, in the Eighth Transitory Provision of the same Law; in Provisions 29.3.5. to 29.3.8. of the Single Insurance and Bonds Circular; as well as in articles 6 and 9 of the Internal Regulations of the National Insurance and Bonds Commission.

Respectfully,

Mexico City, September 27, 2019. - The President of the National Insurance and Bonds Commission, Ricardo Ernesto Ochoa Rodríguez.- Rubric.

(R.- 487752)

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