Official Letter Authorizing Aseguradora Aserta, S.A. de C.V., Grupo Financiero Aserta, to Organize and Operate as an Insurance Institution

DOF: 23/05/2017

OFFICIAL LETTER authorizing Aseguradora Aserta, S.A. de C.V., Grupo Financiero Aserta, to organize and operate as an insurance institution.

At the margin, a seal with the National Emblem, which reads: United Mexican States.- Ministry of Finance and Public Credit.- National Commission of Insurance and Sureties.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-Advisory Directorate.- File: C00.411.13.1.7/3 " 15 ".- Official Letter No. 06-C00-41100/01284.

Subject:

Authorization is granted to Aseguradora Aserta, S.A. de C.V., Grupo Financiero Aserta, to organize and operate as an insurance institution.

ASEGURADORA ASERTA, S.A. DE C.V., GRUPO FINANCIERO ASERTA

Camino a Santa Teresa 1040, Floor 7, Office 701 Col. Jardines en la Montaña Tlalpan 14210, Mexico City

Attn: Act. Enrique Alejandro Murguía Pozzi Legal Representative

The Federal Government through the National Commission of Insurance and Sureties and with the prior agreement of its Board of Directors, based on Article 90 of the Political Constitution of the United Mexican States; Articles 17 and 31, fraction VIII, of the Organic Law of the Federal Public Administration; Article 2, subsection D, fraction III, of the Internal Regulations of the Ministry of Finance and Public Credit, published in the Official Gazette of the Federation on September 11, 1996, and its various modifications; Articles 11, 12, 25, fraction III, subsections f) and g), and last paragraph, 26, last paragraph, 36, 41, fractions II to V, 42, 47, 369, fraction II, and 370, fourth paragraph, of the Law of Insurance and Surety Institutions; in Provisions 2.1.1. to 2.1.3., in Chapters 39.1. and 39.6. and in Annex 2.1.3-g. of the Single Insurance and Surety Circular, published in said Official Gazette on December 19, 2014; as well as in Articles 6 and 9 of the Internal Regulations of the National Commission of Insurance and Sureties, issues the resolutions indicated below, in consideration of the following

Background and Considerations:

BACKGROUND

I.

Afianzadora Aserta, S.A. de C.V., Grupo Financiero Aserta, was authorized by the Ministry of Finance and Public Credit to function and operate as a surety institution, through Official Letter No. 102-E-366-DGSV-l-C-a-482 of April 29, 1991.

This authorization was last modified by said Department through Official Letter No. 366-166/08 of September 18, 2008.

II.

Through a written submission dated October 5, 2015, Grupo Financiero Aserta, S.A. de C.V. and Afianzadora Aserta, S.A. de C.V., Grupo Financiero Aserta, through its legal representative, Act. Enrique Alejandro Murguía Pozzi, requested authorization from this Commission for Afianzadora Aserta, S.A. de C.V., Grupo Financiero Aserta, to organize and operate as an insurance institution under Article 42 of the Law of Insurance and Surety Institutions.

III.

Likewise, through writings received by this Decentralized Body on November 18 and 30, 2015, and May 23, 26, two on May 27, and June 8, 2016, Afianzadora Aserta, S.A. de C.V., Grupo Financiero Aserta, through its legal representatives Act. Enrique Alejandro Murguía Pozzi and Lic. Gustavo Torres Pineda, presented various complementary documentation and information regarding the aforementioned request.

IV.

In this context, the referenced request was submitted for consideration to the Board of Directors of this Commission in its session 188 on July 4, 2016, with the prior favorable opinion of the Authorizations Committee, which agreed as follows:

"SINGLE.- GRANT authorization to Afianzadora Aserta, S.A. de C.V., Grupo Financiero Aserta, to organize and operate as an insurance institution, in the lines of surety and credit, which also includes the practice of surety lines and sub-lines, under Article 42 of the Law of Insurance and Surety Institutions.

This is without prejudice to the obligations that may arise in accordance with the Law to Regulate Financial Groups, which may be, among others but not limited to, the modification of the Responsibility Agreement and that corresponding to the corporate bylaws of Grupo Financiero Aserta, S.A. de C.V., due to the authorization of the financial entity in question, as determined by the Ministry of Finance and Public Credit.

"...".

V.

Through Official Letter 06-C00-41100/20554 of July 8, 2016, this Commission, among other resolutions, notified that institution that the Board of Directors of this Commission agreed to grant the authorization requested by that institution; issued a favorable opinion regarding the draft corporate bylaws submitted as an annex to its writing received on May 23, 2016, to organize and operate as an insurance institution; and requested the submission of the first original certified copy and three notarized copies of the deed in which its organization and operation as an insurance institution in the lines of surety and credit, which also includes the practice of surety lines and sub-lines, under Article 42 of the Law of Insurance and Surety Institutions, as well as the comprehensive statutory reform of that institution attending to its new organization and operation regime.

VI.

That through a writing dated November 8, 2016, Afianzadora Aserta, S.A. de C.V., Grupo Financiero Aserta, submitted to this Commission the first partial certified copy and three certified copies of public deed number 59,036 of August 17, 2016, granted before the authority of Lic. Emiliano Zubiría Maqueo, Public Notary number 25 with practice in this Mexico City, in which the partial protocolization of the Minutes of the Extraordinary General Shareholders' Meeting of Afianzadora Aserta, S.A. de C.V., Grupo Financiero Aserta, of July 25, 2016, was recorded, in which among other Resolutions, its organization and operation as an insurance institution was approved.

VII.

That through Official Letter 06-C00-41100/01276 of January 31, 2017, this Commission approved the corporate bylaws of that institution contained in the aforementioned public deed 59,036 of August 17, 2016, granted before the authority of Lic. Emiliano Zubiría Maqueo, Public Notary number 25, with practice in this Mexico City, from which it is highlighted that the name of the insurance institution is Aseguradora Aserta, S.A. de C.V., Grupo Financiero Aserta.

VIII.

That Aseguradora Aserta, S.A. de C.V., Grupo Financiero Aserta (formerly Afianzadora Aserta, S.A. de C.V., Grupo Financiero Aserta) is an entity that belongs to Grupo Financiero Aserta, S.A. de C.V., for which reason, the present does not imply the incorporation of a new entity into the Financial Group and, in that sense, the rights and obligations that link Afianzadora Aserta, S.A. de C.V., Grupo Financiero Aserta, with the Financial Group remain intact, since the same Controlling Company will continue to respond subsidiarily and unlimitedly for the fulfillment of the obligations incumbent upon such financial entity, currently named Aseguradora Aserta, S.A. de C.V., Grupo Financiero Aserta, prior to the procedures and fulfillment of the requirements referred to in the Law to Regulate Financial Groups.

CONSIDERATIONS

FIRST.- That the request presented through the writing of October 5, 2015, as well as its extensions described in the Background of the present, fall under the hypotheses provided for in Articles 11, 25, fraction III, subsections f) and g), and last paragraph, 26, last paragraph, 36, 41, fractions II to V, 42 and 47 of the Law of Insurance and Surety Institutions, which establish the requirements for a surety institution to organize and operate as an insurance institution in the surety line, which also includes the practice of surety lines and sub-lines under the last paragraph of Article 25 of said Law.

SECOND.- That attending to what was requested by the promoting institution in its request writing and complementary writings mentioned above, it was determined that the requirements established in the applicable regulations were met for Afianzadora Aserta, S.A. de C.V., Grupo Financiero Aserta, to organize and operate as an insurance institution that will carry out damage operations in the lines of surety and credit, which also includes the practice of surety lines and sub-lines, under Articles 25, fraction III, subsections f) and g), and last paragraph, 26, last paragraph, 36, 42 and 47 of the Law of Insurance and Surety Institutions.

THIRD.- That the Board of Directors of this Commission is competent to resolve the present matter under Articles 11 and 369, fraction II, of the Law of Insurance and Surety Institutions, for which reason it is taken into account that said Governing Body, in its session 188 on July 4, 2016, agreed to grant the authorization requested by the referred society; it is also to be considered that it corresponds to the President of this Commission to comply with the agreements of said Governing Body, under Article 370, last paragraph, of the same Law.

FOURTH.- That in accordance with Article 11 of the Law of Insurance and Surety Institutions, this National Commission of Insurance and Sureties, through Official Letter 06-C00-41100/20554 of July 8, 2016, notified the promoter of the agreement of the Board of Directors by which the requested authorization was granted and a favorable opinion was issued regarding the draft corporate bylaws submitted; and in that sense, once the promoter submitted the first partial certified copy and three certified copies of the aforementioned public deed number 59,036 of August 17, 2016, in which the comprehensive reform of the corporate bylaws and the organization and operation of said surety company as an insurance institution is recorded, this Commission through Official Letter 06-C00-41100/01276 of January 31, 2017, approved the corporate bylaws of that institution.

FIFTH.- That in terms of Articles 11, third paragraph, 12 and 47 of the Law of Insurance and Surety Institutions, the start of operations as an insurance institution will be subject to obtaining the favorable opinion issued by this Commission, which must be requested within a period of one hundred and eighty days counted from the approval of the corporate bylaws of Aseguradora Aserta, S.A. de C.V., Grupo Financiero Aserta.

In view of the foregoing, the following are issued:

RESOLUTIONS

FIRST.- The Federal Government through the National Commission of Insurance and Sureties and with the prior agreement of its Board of Directors, based on Article 90 of the Political Constitution of the United Mexican States; Articles 17 and 31, fraction VIII, of the Organic Law of the Federal Public Administration; Article 2, subsection D, fraction III, of the Internal Regulations of the Ministry of Finance and Public Credit, published in the Official Gazette of the Federation on September 11, 1996, and its various modifications; Articles 11, 12, 25, fraction III, subsections f) and g), and last paragraph, 26, last paragraph, 36, 41, fractions II to V, 42, 47, 369, fraction II, and 370, fourth paragraph, of the Law of Insurance and Surety Institutions; in Provisions 2.1.1. to 2.1.3., in Chapters 39.1. and 39.6. and in Annex 2.1.3-g. of the Single Insurance and Surety Circular, published in said Official Gazette on December 19, 2014; as well as in Articles 6 and 9 of the Internal Regulations of the National Commission of Insurance and Sureties, authorizes Aseguradora Aserta, S.A. de C.V., Grupo Financiero Aserta, to organize and operate as an insurance institution in the lines of surety and credit, which also includes the practice of surety lines and sub-lines, under Article 42 of the Law of Insurance and Surety Institutions, in the following terms:

AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO ASEGURADORA ASERTA, S.A. DE C.V., GRUPO FINANCIERO ASERTA, TO ORGANIZE AND OPERATE AS AN INSURANCE INSTITUTION UNDER THE FOLLOWING TERMS:

ARTICLE ONE.- In exercise of the power conferred to the Federal Government by Article 11 of the Law of Insurance and Surety Institutions, the National Commission of Insurance and Sureties, authorizes Aseguradora Aserta, S.A. de C.V., Grupo Financiero Aserta, to organize and operate as an insurance institution under Article 42 of the Law of Insurance and Surety Institutions.

ARTICLE TWO.-

The insurance institution is authorized to practice in the Mexican Republic, under Articles 25, fraction III, subsections f) and g), and last paragraph, 26, last paragraph, 36 and 42 of the Law of Insurance and Surety Institutions, the operation of damage insurance in the lines of surety and credit, as well as to grant fidelity sureties, in individual and collective sub-lines; judicial sureties, in judicial criminal sub-lines, non-judicial judicial sub-lines and judicial sub-lines covering motor vehicle drivers; administrative sureties, in construction, supply, tax, lease and other administrative surety sub-lines; credit sureties, in supply, sales and other credit surety sub-lines; as well as guarantee trusts in sub-lines related to surety policies and without relation to surety policies.

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

I.- The name will be Aseguradora Aserta, followed by the words Sociedad Anónima de Capital Variable or its abbreviations, S.A. de C.V., as well as the words Grupo Financiero Aserta.

II.- Aseguradora Aserta, S.A. de C.V., Grupo Financiero Aserta, must have the minimum paid-in capital determined for the year in question, for each operation or line, and line or sub-line authorized to it, 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 Surety Institutions.

III.- The social domicile of the insurance institution is Mexico City.

ARTICLE FOUR.- By its very nature, this authorization is non-transferable, under Article 11 of the Law of Insurance and Surety Institutions.

ARTICLE FIVE.- The insurance institution will be subject to inspection and supervision by the National Commission of Insurance and Sureties in accordance with Article 382 of the Law of Insurance and Surety Institutions.

SECOND.- This authorization, as established by Articles 11 and 12 of the Law of Insurance and Surety Institutions, is subject to the referenced institution obtaining the favorable opinion that, if applicable, this Commission issues in accordance with Article 47 of the Law of Insurance and Surety Institutions.

In the event that the favorable opinion referred to is not obtained, this authorization will not take effect.

THIRD.- Aseguradora Aserta, S.A. de C.V., Grupo Financiero Aserta, must notify the Ministry of Finance and Public Credit, due to the obligations that may arise in accordance with the Law to Regulate Financial Groups.

TRANSITIONAL PROVISION

SINGLE.- This authorization must be published at the expense of the interested parties in the Official Gazette of the Federation and in two widely circulated newspapers of the social domicile of the insurer, within one hundred and twenty days following the date of its notification to Aseguradora Aserta, S.A. de C.V., Grupo Financiero Aserta, in accordance with Article 11, last paragraph, of the Law of Insurance and Surety Institutions.

These Resolutions are adopted based on the information provided by the promoter contained in the writings submitted and are limited exclusively to the granting of authorization for the organization and operation of an insurance institution under the terms stated above, which will be named Aseguradora Aserta, S.A. de C.V., Grupo Financiero Aserta, derived from the new organization and operation regime of Afianzadora Aserta, S.A. de C.V., Grupo Financiero Aserta, which under applicable provisions falls under the jurisdiction of the Board of Directors of this Commission, and does not prejudge any act that said society carries out that implies prior authorization or approval by other financial, administrative, tax or any other authorities, under current regulations, nor does it validate the legality or validity of said acts in case such authorizations or approvals are not obtained.

Respectfully,

Effective Suffrage. No Re-election.

Mexico City, January 31, 2017. - The President of the National Commission of Insurance and Sureties, Norma Alicia Rosas Rodríguez.- Signature.

(R.- 449451)

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