Office Letter Modifying the Authorization to Organize, Operate and Function as an Insurance Institution Granted to MetLife México, S.A. de C.V. (formerly MetLife México, S.A.)

DOF: 22/07/2022

OFFICE LETTER modifying the authorization to organize, operate and function as an insurance institution, granted to MetLife México, S.A. de C.V.

On the margin a seal with the National Coat of Arms, which says: United Mexican States.- FINANCE.- Ministry of Finance and Public Credit.- National Insurance and Surety Commission.- Presidency.- Legal Vicepresidency.- General Legal Advisory and Intermediaries Directorate.- Office Letter No. 06-C00-41100-01509/2022.

METLIFE MÉXICO, S.A. DE C.V.

(Formerly MetLife México, S.A.)

Av. Insurgentes Sur 1457, Floors 7 to 14

Neighborhood Insurgentes Mixcoac

Borough Benito Juárez

Postal Code 03920, Mexico City

SUBJECT:

The authorization to organize,

operate and function as an insurance institution,

granted to MetLife México, S.A. DE C.V. is modified.

The Federal Government, through the National Insurance and Surety Commission, prior to Agreement of its Governing Board, based on articles 2, section I, 17, 26 and 31, section VIII, of the Organic Law of the Federal Public Administration; article 2, section D, section III, of the Internal Regulations of the Ministry of Finance and Public Credit; articles 11, 75, 366, section VIII, 367, sections I and II, 369, section II, 370, last paragraph, 372 section XLI, and 373 of the Law of Insurance and Surety Institutions; as well as in articles 4, sections I and II, 6 and 9 of the Internal Regulations of the National Insurance and Surety Commission, issues the present Resolutions in attention to the following Background and Considerations:

BACKGROUND

FIRST.- MetLife México, S.A. (MetLife), was authorized by the Ministry of Finance and Public Credit to organize, operate and function as a subsidiary insurance institution, through Office Letter 102-E-366-DGSV-l- B-a-794 of March 11, 1991. Said authorization was last modified, through diverse 06-C00- 41100/09626 of February 21, 2018, published in the Official Gazette of the Federation of March 26, 2018, in which it was stated that such insurance institution is a subsidiary of Metropolitan Life Insurance Company, Foreign Financial Institution of New York, United States of America, through the Related Company MetLife México Holdings, S. de R.L. de C.V., and that it is authorized to practice the life insurance operation, as well as the accident and health insurance operation, in the lines of business of personal accidents and medical expenses.

SECOND.- Through writings of November 9, 2020 and January 21, February 18, March 8 and August 4, 2021 (these last three in compliance with the information requirements contained in office letters 06-C00-41100-00029/2021, 06-C00-41100-04849/2021, and 06-C00-41100-16966/2021 of dates February 5, March 1 and July 23, 2021, respectively), Mauricio Andrade García Alonso, in his capacity as legal representative of MetLife, requested this Decentralized Body approval to modify the first and fifth clauses of the corporate bylaws of said institution, so that its share capital of $4,811 ' 900,000.00 (Four thousand eight hundred eleven million nine hundred thousand pesos 00/100 M.N.), is reduced in the amount of $2,405 ' 900,000.00 (Two thousand four hundred five million nine hundred thousand pesos 00/100 M.N.), so that the fixed part of said share capital is established at $2,406 ' 000,000 (Two thousand four hundred six million pesos 00/100 M.N.), as well as to modify its corporate regime to be a variable capital stock corporation, which will have its origin in the amount corresponding to the reduction of the fixed capital, attaching for this purpose the draft minutes of the extraordinary general shareholders' assembly of October 30, 2020.

THIRD.- By Office Letter 06-C00-41100-18632/2021 of October 29, 2021, this Commission approved the modification of the first and fifth clauses of the corporate bylaws of MetLife, in terms of the draft minutes of the extraordinary general shareholders' assembly of October 30, 2020, presented through the writing of August 4, 2021, where it is recorded that such institution ceases to be a Corporation and adopts the modality of Variable Capital Stock Corporation; as well as so that its fixed subscribed and paid-in share capital that amounted to $4,811 ' 900,000.00 (Four thousand eight hundred eleven million nine hundred thousand pesos 00/ 100 M.N.), be reduced in the amount of $2,405 ' 900,000.00 (Two thousand four hundred five million nine hundred thousand pesos 00/100 M.N.), based on accounting reexpression, leaving said fixed subscribed and paid-in capital in the amount of $2,406 ' 000,000.00 (Two thousand four hundred six million pesos 00/100 M.N.); constituting the variable capital of that insurance institution with the amount corresponding to said reduction, it being understood that the variable capital in no case may be higher than the paid-in capital without right of withdrawal according to article 49, sixth paragraph, of the LISF; and subject to the provisions of articles 79 and 80 of that same ordinance, attending to its legal nature as a subsidiary.

FOURTH.- Through writings of December 2 and 7, 2021, MetLife exhibited the original of the first certified copy of public deed number 25,152 of November 30, 2021, granted before the faith of Attorney Eduardo Francisco García Villegas Sánchez Cordero, holder of Public Notary number 248 of this Mexico City, in which the protocolization of the minutes of the extraordinary general shareholders' assembly held on October 30, 2020 is recorded, where the modification of the first and fifth clauses of the corporate bylaws of MetLife is recorded. In that sense, by office letter 06-C00-41000-00214/2022 of January 14, 2022, this Commission considered said certified copy presented and ordered its registration in the Public Registry of Commerce of this City.

FIFTH.- The Governing Board of this Commission in its Session 226 of March 28, 2022, taking into consideration the favorable opinion of its Authorizations Committee, agreed the following:

" SINGLE.- THE authorization granted to MetLife México, S.A. is MODIFIED, in order to reflect the reforms made in the corporate bylaws of said institution to change in the name of such institution its corporate regime to " Variable Capital Stock Corporation " , leaving said name as MetLife México, S.A. de C.V. "

Once the above is exposed, and

CONSIDERING

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

SECOND.- That in accordance with what is indicated in Background Fifth of the present, the Governing Board of this Commission, in its Session 226 of March 28, 2022, agreed to modify the authorization granted to that insurance institution.

Based on the above, the following are issued:

RESOLUTIONS

FIRST.- The Preamble, as well as Articles First and Third, base I, of the authorization granted to MetLife (now MetLife México, S.A. de C.V.), to organize and operate as an insurance institution, are modified, to remain in the following terms:

" AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO METLIFE MÉXICO, S.A. DE C.V., TO CONTINUE FUNCTIONING AS A SUBSIDIARY INSURANCE INSTITUTION OF METROPOLITAN LIFE INSURANCE COMPANY, FOREIGN FINANCIAL INSTITUTION OF NEW YORK, UNITED STATES OF AMERICA, THROUGH THE RELATED COMPANY METLIFE MÉXICO HOLDINGS, S. DE R.L. DE C.V., IN THE FOLLOWING TERMS:

" ARTICLE FIRST.- In use of the faculty that to the Federal Government, conferred articles 5º, 33-A, 33-B and 33-C of the abrogated General Law of Insurance Institutions and Mutual Societies, to the Ministry of Finance and Public Credit, and that as of April 4, 2015, confers article 75 of the Law of Insurance and Surety Institutions, to the National Insurance and Surety Commission, MetLife México, S.A. de C.V. is authorized to organize and operate as a subsidiary insurance institution of Metropolitan Life Insurance Company, Foreign Financial Institution of New York, United States of America, through the Related Company MetLife México Holdings, S. de R.L. de C.V.

" ...

" ARTICLE THIRD.- The subsidiary insurance institution shall be subject to the provisions of the Law of Insurance and Surety Institutions, and others derived from it; to The Treaty between Mexico, the United States and Canada; to the General Law of Commercial Companies, to the other laws applicable to it and, in particular, to the following bases:

" I. The name shall be MetLife México, Variable Capital Stock Corporation.

" ... " .

SECOND.- The authorization granted to MetLife México, S.A. de C.V., to organize and operate as a subsidiary insurance institution, after the modification indicated in the previous Resolution, remains entirely in the following terms:

" AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO METLIFE MÉXICO, S.A. DE C.V., TO CONTINUE FUNCTIONING AS A SUBSIDIARY INSURANCE INSTITUTION OF METROPOLITAN LIFE INSURANCE COMPANY, FOREIGN FINANCIAL INSTITUTION OF NEW YORK, UNITED STATES OF AMERICA, THROUGH THE RELATED COMPANY METLIFE MÉXICO HOLDINGS, S. DE R.L. DE C.V., IN THE FOLLOWING TERMS:

ARTICLE FIRST.- In use of the faculty that to the Federal Government, conferred articles 5º, 33-A, 33-B and 33-C of the abrogated General Law of Insurance Institutions and Mutual Societies, to the Ministry of Finance and Public Credit, and that as of April 4, 2015, confers article 75 of the Law of Insurance and Surety Institutions, to the National Insurance and Surety Commission, MetLife México, S.A. de C.V. is authorized to organize and operate as a subsidiary insurance institution of Metropolitan Life Insurance Company, Foreign Financial Institution of New York, United States of America, through the Related Company MetLife México Holdings, S. de R.L. de C.V.

ARTICLE SECOND.- The subsidiary insurance institution is authorized to practice the life insurance operation, as well as the accident and health insurance operation, in the lines of business of personal accidents and medical expenses.

ARTICLE THIRD.- The subsidiary insurance institution shall be subject to the provisions of the Law of Insurance and Surety Institutions, and others derived from it; to The Treaty between Mexico, the United States and Canada; to the General Law of Commercial Companies, to the other laws applicable to it and, in particular, to the following bases:

I. The name shall be MetLife México, Variable Capital Stock Corporation.

II. The institution must have the minimum paid-in capital that is determined for the year in question, for each operation and lines of business that it has authorized, which must be expressed in Investment Units and covered in national currency, in terms of article 49, first paragraph, of the Law of Insurance and Surety Institutions.

III. The domicile shall be Mexico City.

IV. By its own nature, this authorization is non-transferable. "

THIRD.- This office letter must be published in the Official Gazette of the Federation and in two newspapers of wide circulation of the social domicile of the institution, within the one hundred twenty days following the date of its notification to MetLife México, S.A. de C.V., in terms of the provisions of article 75, second paragraph, in relation to article 11 of the Law of Insurance and Surety Institutions, at the expense of the interested parties.

The present is issued based on the information provided by the petitioner contained in the submitted writings and is limited exclusively to the modification of the authorization granted to MetLife México, S.A. de C.V., in the terms described that in accordance with the applicable provisions corresponds to 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, administrative, fiscal or any other nature authorities, in terms of the current regulations, nor does it validate the legality or validity of the same in case that said authorizations or approvals are not obtained.

The above based on articles 2, section I, 17, 26 and 31, section VIII, of the Organic Law of the Federal Public Administration; article 2, section D, section III, of the Internal Regulations of the Ministry of Finance and Public Credit; articles 11, 75, 366, section VIII, 367 sections I and II, 369 section II, 370, last paragraph, 372 section XLI and 373 of the Law of Insurance and Surety Institutions, as well as in articles 4, sections I and II, 6 and 9 of the Internal Regulations of the National Insurance and Surety Commission.

Sincerely

Mexico City, March 31, 2022. - The President of the National Insurance and Surety Commission, Ricardo Ernesto Ochoa Rodríguez.- Signature.

(R.- 523669)

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