Official Letter 06-C00-41100/50384 modifying the authorization granted to Mapfre Mexico, S.A. (formerly Mapfre Tepeyac, S.A.) to operate as an insurance institution

DOF: 12/10/2017

OFFICIAL LETTER 06-C00-41100/50384 modifying the authorization granted to Mapfre Mexico, S.A. (formerly Mapfre Tepeyac, S.A.)

A seal bearing the National Coat of Arms appears on the margin, which reads: United Mexican States.- Ministry of Finance and Public Credit.- National Insurance and Bonding Commission.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-Advisory Directorate.

File: C00.411.13.2.1-S0041"15".- Official Letter No. 06-C00-41100/50384.

SUBJECT:

Modification of the authorization granted to Mapfre Mexico, S.A. (formerly Mapfre Tepeyac, S.A.).

MAPFRE MEXICO, S.A. (formerly Mapfre Tepeyac, S.A.)

Av. Revolución No. 507 Col. San Pedro de los Pinos Benito Juárez 03800, Mexico City

Attention: Lic. Carlos Alfredo Bonifaz Molina Attorney-in-fact

The Federal Government through the National Insurance and Bonding Commission, and with the prior Agreement of its Board of Directors, based on articles 11, 66, 75 and 369, section II, 370, last paragraph, and 372, section XLI, of the Law of Insurance and Bonding Institutions, as well as articles 6 and 9 of the Internal Regulations of the National Insurance and Bonding Commission, issues the present resolutions in attention to the following Background and Considerations:

BACKGROUND

Mapfre Mexico, S.A. (formerly Mapfre Tepeyac, S.A.), was authorized by the Ministry of Finance and Public Credit to organize and function as an insurance institution authorized to carry out life, accident and illness, and property operations in the lines of civil liability and professional risks, maritime and transport, fire, agricultural, automobiles, credit in reinsurance, and various, through Official Letter 102-E-366-DGSV-I-B-a-4282 of November 16, 1991. Such authorization was last modified by the aforementioned Dependence through Official Letter 366-099/11 of August 30, 2011, in which it is noted that the institution in question is also authorized to operate the line of earthquake and other catastrophic risks, in property operations.

With writings dated October 16, 2015, January 14, 2016, and June 13, 2017, Mapfre Mexico, S.A. (formerly Mapfre Tepeyac, S.A.), requested the approval of this Commission to reform Clause Sixth of its corporate statutes by increasing its share capital, through the contribution of $1,416,652,000.00 M.N., to be established at $1,566,652,000.00 M.N.; as well as changing the nominal value of the shares from $10.00 M.N. to $1,000.00 M.N.

With writings dated February 5, March 17, and November 29 and 30, all of 2016, and March 17, 2017, Lic. Carlos Alfredo Bonifaz Molina, on behalf of Mapfre Tepeyac, S.A., requested the approval of this Commission for the comprehensive modification of the corporate statutes of said Institution in order to adapt them to the Law of Insurance and Bonding Institutions, according to the draft Minutes of the Extraordinary General Meeting of Shareholders that was sent attached to the request of merit.

Through Official Letter No. 06-C00-41100/44216 of August 2, 2017, this Commission:

· Approved the modification of Clause Sixth of the corporate statutes of Mapfre Mexico, S.A. (formerly Mapfre Tepeyac, S.A.), contained in public instrument No. 56,406 of June 13, 2016, granted before the notary Lic. Uriel Oliva Sánchez, Holder of Public Notary number 215 with practice in this Mexico City, registered in the Public Commerce Registry of Naucalpan de Juárez, State of Mexico, under electronic commercial folio 713, of June 5, 2017.

· Approved the comprehensive reform of the corporate statutes of Mapfre Mexico, S.A. (formerly Mapfre Tepeyac, S.A.), contained in public instrument No. 31,649 of March 2, 2017, granted before the notary Lic. Celso de Jesús Pola Castillo, Holder of Public Notary number 244 of Mexico City, registered in the Public Commerce Registry of Naucalpan de Juárez, State of Mexico, under electronic commercial folio 713, of June 19, 2017.

As a result of what is stated in Background 4, the National Insurance and Bonding Commission presented before its Authorization Committee, the proposal for modification of the bases of the authorization of Mapfre Mexico, S.A. (formerly Mapfre Tepeyac, S.A.), in order to eliminate the reference to the line of "Earthquake" in the property operations of its corporate object, in virtue that according to articles 25, section III, subsection j), and 27, section XV, of the Law of Insurance and Bonding Institutions, in the line of Catastrophic Risks, earthquake risks are included, as well as the change of the registered office of that institution, and that relative to the amount of share capital it has, in order to state that its capital must be expressed in Investment Units and be covered in national currency, as ordered by article 49, first paragraph, of the Law of Insurance and Bonding Institutions.

The modification indicated was submitted to the consideration of the Board of Directors of the National Insurance and Bonding Commission in its session 196 of August 29, 2017, which, taking into consideration the favorable opinion issued by the Authorization Committee of the same Commission, agreed as follows:

"SOLE.- The bases of the authorization granted to Mapfre Mexico, S.A. (formerly Mapfre Tepeyac, S.A.) are MODIFIED, in order to reflect the modifications made in the corporate statutes of said institution which are described below:

" a) Change of denomination from Mapfre Tepeyac, S.A., to Mapfre Mexico, S.A.

" b) Adjust the reference to the line of "earthquake and other catastrophic risks" to "catastrophic risks", in accordance with what is provided in articles 25, section III, subsection j), and 27, section XV, of the Law of Insurance and Bonding Institutions.

" c) Reflect the change of registered office from "Centro Urbano Interlomas, Municipality of Huixquilucan, State of Mexico" to "Mexico City".

" d) Eliminate the reference to the amount of capital of said insurance institution, substituting it with a wording that establishes that the institution must have the minimum paid-in capital that is determined for the year in question, for each operation and lines 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 Bonding Institutions. "

CONSIDERATIONS

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

SECOND.- That as a result of the resolutions issued in the aforementioned Official Letter No. 06-C00-41100/44216 of August 2, 2017, the terms of the authorization granted to that insurance institution must be modified.

In view of the above, the following are issued:

RESOLUTIONS

FIRST.- The Preamble and Articles First, Second and Third, bases I, II and III of the authorization granted to Mapfre Mexico, S.A. (formerly Mapfre Tepeyac, S.A.), to operate as an institution of insurance, are modified, to remain in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, THROUGH THE NATIONAL INSURANCE AND BONDING COMMISSION, TO MAPFRE MEXICO, S.A., TO FUNCTION AS AN INSURANCE INSTITUTION SUBSIDIARY OF MAPFRE, S.A., THROUGH MAPFRE AMERICA, S.A., BOTH FROM THE KINGDOM OF SPAIN, IN THE FOLLOWING TERMS.

" ARTICLE FIRST.- In exercise of the power conferred by articles 5° and 33-C of the repealed General Law of Insurance Institutions and Mutual Insurance Companies to the Ministry of Finance and Public Credit, and which from April 4, 2015, onwards, confer articles 11 and 75 of the Law of Insurance and Bonding Institutions to the Commission National Insurance and Bonding, Mapfre Mexico, S.A. is authorized to operate as an insurance institution subsidiary of Mapfre, S.A., through Mapfre America, S.A., both from the Kingdom of Spain.

" ARTICLE SECOND.- The subsidiary insurance institution is authorized to carry out in the Mexican Republic life insurance operations, accident and illness insurance, in the lines of personal accident and medical expenses, as well as property in the lines of civil liability and professional risks, maritime and transport, fire, agricultural and animals, automobiles, credit in reinsurance, various and catastrophic risks.

" ARTICLE THIRD.- The subsidiary insurance institution shall be subject to the provisions of the Law of Insurance and Bonding Institutions, as well as those derived from it, to the General Law of Commercial Companies, as well as to the other laws applicable to it and, in particular to the following bases:

" I.- The denomination shall be Mapfre Mexico, Anonymous Society.

" II.- The institution must have the minimum paid-in capital that is determined for the year in question, for each operation or line that it has authorized, expressed in Investment Units and which must be covered in national currency, as ordered by article 49, first paragraph, of the Law of Insurance and Bonding Institutions.

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

"..."

SECOND.- The authorization granted to Mapfre Mexico, S.A. (formerly Mapfre Tepeyac, S.A.), to organize and function as an insurance institution, after the modification indicated in the Resolutive previous, remains entirely in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, THROUGH THE NATIONAL INSURANCE AND BONDING COMMISSION, TO MAPFRE MEXICO, S.A., TO FUNCTION AS AN INSURANCE INSTITUTION SUBSIDIARY OF MAPFRE, S.A., THROUGH MAPFRE AMERICA, S.A., BOTH FROM THE KINGDOM OF SPAIN, IN THE FOLLOWING TERMS.

" ARTICLE FIRST.- In exercise of the power conferred by articles 5° and 33-C of the repealed General Law of Insurance Institutions and Mutual Insurance Companies to the Ministry of Finance and Public Credit, and which from April 4, 2015, onwards, confer articles 11 and 75 of the Law of Insurance and Bonding Institutions to the Commission National Insurance and Bonding, Mapfre Mexico, S.A. is authorized to operate as an insurance institution subsidiary of Mapfre, S.A., through Mapfre America, S.A., both from the Kingdom of Spain.

" ARTICLE SECOND.- The subsidiary insurance institution is authorized to carry out in the Mexican Republic life insurance operations, accident and illness insurance, in the lines of personal accident and medical expenses, as well as property in the lines of civil liability and professional risks, maritime and transport, fire, agricultural and animals, automobiles, credit in reinsurance, various and catastrophic risks.

" ARTICLE THIRD.- The subsidiary insurance institution shall be subject to the provisions of the Law of Insurance and Bonding Institutions, as well as those derived from it, to the General Law of Commercial Companies, as well as to the other laws applicable to it and, in particular to the following bases:

" I.- The denomination shall be Mapfre Mexico, Anonymous Society.

" II.- The institution must have the minimum paid-in capital that is determined for the year in question, for each operation or line that it has authorized, expressed in Investment Units and which must be covered in national currency, as ordered by article 49, first paragraph, of the Law of Insurance and Bonding Institutions.

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

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

THIRD.- The present resolutions must be published in the Official Gazette of the Federation and in two newspapers of wide circulation from the registered office of the institution, within one hundred and twenty days following the date of its notification to Mapfre Mexico, S.A. (formerly Mapfre Tepeyac, S.A.), in terms of what is provided in article 75 of the Law of Insurance and Bonding Institutions, at the expense of the interested parties.

The present resolutions are issued based on the information provided by the petitioner contained in the writings sent and are limited exclusively to the modification of the authorization granted to Mapfre Mexico, S.A. (formerly Mapfre Tepeyac, S.A.), in the terms described which in accordance with the applicable provisions compete to resolve this Commission, and does not prejudge any act that said society carries out and which 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.

You are hereby informed of the above, based on articles 11, 66, 75, 369, section II, 370, last paragraph, and 372, section XLI, of the Law of Insurance and Bonding Institutions, as well as in the articles 6 and 9 of the Internal Regulations of the National Insurance and Bonding Commission.

Respectfully,

Effective Suffrage. No Re-election.

Mexico City, September 04, 2017. - The President of the National Insurance and Bonding Commission, Norma Alicia Rosas Rodríguez.- Rubric.

(R.- 457180)

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