Office Order modifying the authorization granted to Liberty Fianzas, S.A. de C.V.

DOF: 26/01/2018

OFFICE ORDER by which the authorization granted to Liberty Fianzas, S.A. de C.V. is modified

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- Ministry of Finance and Public Credit.- National Insurance and Surety Bond Commission.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-directorate for Advisory Services.-

File: C00.411.13.2.2-F0014"15".- Office No. 06-C00-41100/69055.

SUBJECT:

The authorization granted to

Liberty

Fianzas, S.A. de C.V. is modified.

LIBERTY FIANZAS, S.A. DE C.V.

Paseo de la Reforma No. 350, Floor 7-A

Juárez Neighborhood

Cuauhtémoc

06600, Mexico City

Attention to:

Lics. Carlos Guerrero Rojas and Laura Cerezo
Aguilar

General Director/Legal Director

The Federal Government through the National Insurance and Surety Bond Commission, and prior to the Agreement of its Board of Directors, based on articles 11, 75, 369, section II, 370, last paragraph, and 372, section XLI, of the Law of Insurance and Surety Bond Institutions, as well as articles 6 and 9 of the Internal Regulations of the National Insurance and Surety Bond Commission, issues these Resolutions in response to the following

Background and Considerations:

BACKGROUND

I.

Liberty Fianzas, S.A. de C.V., was authorized by the Ministry of Finance and Public Credit to function and operate as a surety bond institution, through Office 102-E-366-DGSV-l-C-a-2684 of August 8, 1991. This authorization was last modified by this Commission through Office 06-C00-41100/35990 of December 15, 2016, published in the Official Gazette of the Federation on January 2, 2017.

II.

Through letters dated July 7, August 12, and December 16, all of 2015, and November 18, 2016, Lic. Carlos Guerrero Rojas, in his capacity as General Director, Lic. Laura Cerezo Aguilar, Legal Director, and Act. Raúl Neri Molina, Subdirector of Accounting, of Liberty Fianzas, S.A. de C.V., requested approval from this Decentralized Body to carry out a partial reform to the corporate bylaws of said institution, in order to comply with what is established in current regulations. They also requested approval from this Commission to carry out the reform to Article Sixth of its corporate bylaws in order to increase its fixed capital by the amount of $6,000,000.00 M.N., issuing 6,000,000 shares with a nominal value of $1.00 M.N., each, which Liberty Surety México, S. de R. L. de C.V. would subscribe to, stating that this reform is reflected in the project of the partial reform that it requested through the letter of July 7, 2015.

III.

Through Office 06-C00-41100/34385 of November 30, 2016, this Commission issued a favorable opinion regarding the partial reform to the corporate bylaws in question and instructed the cited institution to send the partial notarization of the Minutes of the Ordinary and Extraordinary Annual General Assembly of April 22, 2015, in accordance with the project sent to this Commission through the letter of November 18, 2016, which had to comply with the observations contained in the Single Annex of such Office.

IV.

Through the "Format for sending the Self-Correction Programs referred to in article 322 of the Law of Insurance and Surety Bond Institutions, Annex 39.5.16-c", with Folio No. PAC322- F0014-0000026-20170228, of February 28, 2017, the cited institution presented a self-correction program, describing as an irregularity the partial compliance with what is established in article 66 of the Law of Insurance and Surety Bond Institutions; since it notarized and registered in the Public Commerce Registry, the Minutes of the Ordinary and Extraordinary Annual General Assembly of April 22, 2015; regarding this, this Commission, through Office 06-C00-41100/12700 of March 29, 2017, approved said Self-Correction Program.

V.

Through Office 06-C00-41100/63123 of November 14, 2017, this Commission approved the partial reform of the corporate bylaws of Liberty Fianzas, S.A. de C.V., contained in public deed number 35,858 of August 23, 2017, granted before the notary of Lic. Luis Eduardo Paredes Sánchez, holder of Public Notary Office number 180, with practice in this Mexico City, registered in the Public Property and Commerce Registry of this same City on October 12, 2017, under commercial folio 124392*, highlighting from this reform the elimination of the words "Federal District" from its social domicile, the elimination, in its social object, of the reference to "financial sureties" since this sub-sector is not regulated in article 36 of the Law of Insurance and Surety Bond Institutions, as well as the modification to the reference of the amount of social capital with which said institution has.

VI.

The modification to the bases of the authorization of Liberty Fianzas, S.A. de C.V., to operate as a surety bond institution was submitted to the consideration of the Board of Directors of this National Insurance and Surety Bond Commission in its Session 198 of December 14, 2017, which agreed, prior to the favorable opinion of the Authorizations Committee of the same Commission, the following:

"SINGLE.-

MODIFY the bases of the authorization granted to Liberty Fianzas, S.A. de

C.V., in order to reflect the reforms carried out in the corporate bylaws of said

institution which are described below.

a)

Eliminate the reference to "financial sureties" from its social object, since this

sub-sector is not regulated in article 36 of the Law of Insurance and Surety

Bond Institutions.

b)

Eliminate the reference to the amount of its social capital, replacing it with a wording

that establishes that the institution must have the minimum paid capital that is

determined for the year in question, for each branch or sub-branch that it has authorized,

which must be expressed in Investment Units and paid in national currency,

in terms of article 49, first paragraph, of the Law of Insurance and Surety

Bond Institutions.

c)

Eliminate the words "Federal District" from its social domicile.

This is based on articles 11, 75 and 369, section II, of the Law of Insurance and

Surety Bond Institutions; in Provisions 2.3.1. to 2.3.3., 2.3.7. and in Chapters

39.1. and 39.6. of the Single Insurance and Surety Bond Circular. "

CONSIDERATIONS

FIRST.- That article 369, section II, of the Law of Insurance and Surety Bond 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 a surety bond institution.

SECOND.- That in terms of what is stated in the Background V and VI of this Office, the Board of

Directors of this Commission in its Session 198 of December 14, 2017, agreed to modify the bases of the

authorization granted to that surety bond institution.

In view of the foregoing, the following are issued:

RESOLUTIONS

FIRST.- Articles Second, section IV, subsection c), and Third, sections II, subsection a), and

III, and subsection d) of Article Second, section IV, of the authorization granted to Liberty Fianzas,

S.A. de C.V., a subsidiary of Liberty Mutual Insurance Company, Financial Institution of the Exterior, of the United

States of America, through Liberty Surety México, S. de R.L. de C.V., Related Society of the former,

of the United Mexican States, to operate as a surety bond institution, are modified, leaving the parts indicated

in the following terms:

" ...

ARTICLE SECOND.- The subsidiary surety bond institution is authorized to practice

surety bond operations in the following branches and sub-branches:

...

IV.

Credit Sureties, in the following sub-branches:

a)

Supply;

b)

Sales; and

c)

Other credit sureties.

ARTICLE THIRD.- The subsidiary surety bond institution shall be subject to the provisions of

the Law of Insurance and Surety Bond Institutions, as well as those derived from the

same, to the General Law of Commercial Societies, as well as to the other laws that

are applicable to it and, in particular to the following bases:

...

II.

The social capital will be variable according to the following:

a)

The institution must have the minimum paid capital that is determined

for the year in question, for each branch and sub-branch that it has authorized,

which must be expressed in Investment Units and paid in national

currency, in terms of article 49, first paragraph, of the Law of

Insurance and Surety Bond Institutions.

...

III.

The social domicile of the surety bond institution will be Mexico City.

... "

SECOND.- The authorization granted to Liberty Fianzas, S.A. de C.V., to organize and function as a

surety bond institution, after the modification indicated in the previous Resolutive, remains in its entirety

in the following terms:

AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, TO LIBERTY FIANZAS, S.A.

DE C.V., TO ORGANIZE AND FUNCTION AS A SURETY BOND INSTITUTION,

SUBSIDIARY OF LIBERTY MUTUAL INSURANCE COMPANY, FINANCIAL INSTITUTION

OF THE EXTERIOR, OF THE UNITED STATES OF AMERICA, THROUGH LIBERTY

SURETY MÉXICO, S. DE R.L. DE C.V., RELATED SOCIETY OF THE FORMER, OF

THE UNITED MEXICAN STATES, UNDER THE FOLLOWING TERMS:

ARTICLE FIRST.- In exercise of the power conferred on the Federal Government by the

articles 5° and 15-C of the repealed Federal Law of Surety Bond Institutions, to the

Ministry of Finance and Public Credit, and which from April 4, 2015, confers article 75 of the Law of Insurance and Surety Bond Institutions, to the

National Insurance and Surety Bond Commission, Liberty Fianzas, S.A. de C.V. is authorized to

organize and function as a surety bond institution, subsidiary of Liberty Mutual Insurance

Company, Financial Institution of the Exterior, of the United States of America, to

through Liberty Surety México, S. de R.L. de C.V., Related Society of the former,

of the United Mexican States.

ARTICLE SECOND.- The subsidiary surety bond institution is authorized to practice

surety bond operations in the following branches and sub-branches:

I.

Fidelity Sureties, in the following sub-branches:

a)

Individuals; and

b)

Collective

II.

Judicial Sureties, in the following sub-branches:

a)

Criminal judicial;

b)

Non-criminal judicial; and

c)

Judicial sureties that cover vehicle drivers.

III.

Administrative sureties, in the following sub-branches:

a)

Work;

b)

Supply;

c)

Tax;

d)

Leasing; and

e)

Other administrative sureties.

IV.

Credit Sureties, in the following sub-branches:

a)

Supply;

b)

Sales; and

c)

Other credit sureties.

V.

Guarantee Trusts in the following sub-branches:

a)

Related to surety bond policies; and

b)

Unrelated to surety bond policies.

ARTICLE THIRD.- The subsidiary surety bond institution shall be subject to the provisions of

the Law of Insurance and Surety Bond Institutions, as well as those derived from the

same, to the General Law of Commercial Societies, as well as to the other laws

that are applicable to it and, in particular to the following bases:

I.

The denomination will be Liberty Fianzas, Variable Capital Anonymous Society.

II.

The social capital will be variable according to the following:

a)

The institution must have the minimum paid capital that is determined

for the year in question, for each branch and sub-branch that it has authorized,

which must be expressed in Investment Units and paid in national

currency, in terms of article 49, first paragraph, of the Law of

Insurance and Surety Bond Institutions.

b)

The amount of variable capital with withdrawal rights in no case may be

higher than that of the paid capital without withdrawal rights.

III.

The social domicile of the surety bond institution will be Mexico City.

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

THIRD.- These resolutions must be published in the Official Gazette of the Federation and in two

newspapers of wide circulation from the social domicile of the institution, within one hundred twenty days

following the date of their notification to Liberty Fianzas, S.A. de C.V., in terms of what is provided in the

article 11, in relation to article 75, both of the Law of Insurance and Surety Bond Institutions, at the cost of

the interested parties.

This is issued based on the information provided by the petitioner contained in the

letters sent and is limited exclusively to the modification of the authorization granted to Liberty Fianzas,

S.A. de C.V., in the terms described which, in accordance with the applicable provisions, it is competent to resolve

by this Commission, and does not prejudge any act that said society carries out and that implies 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 said authorizations or approvals are not obtained.

You are hereby informed of the foregoing, based on articles 11, 75, 369, section II, 370,

last paragraph, and 372, section XLI, of the Law of Insurance and Surety Bond Institutions, as well as in the

articles 6 and 9 of the Internal Regulations of the National Insurance and Surety Bond Commission.

Respectfully,

Effective Suffrage. No Re-election.

Mexico City, December 15, 2017. - The President of the National Insurance and Surety Bond Commission, Norma Alicia Rosas Rodríguez. - Rubric.

(R.- 461628)

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