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

DOF: 23/05/2017

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

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 Commission.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-directorate for Advisory Services.- File: C00.411.13.1.7/4 " 15 ".- Official Letter No. 06-C00-41100/01517.

SUBJECT:

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

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

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

Attn:
Act. Enrique Alejandro Murguía Pozzi
Legal Representative

The Federal Government through the National Insurance and Surety Commission 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 Articles 6 and 9 of the Internal Regulations of the National Insurance and Surety Commission, issues the resolutions indicated below, in view of the following

Background and Considerations:

BACKGROUND

Afianzadora Insurgentes, 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- 3836 of September 27, 1990.

This authorization was last modified by the aforementioned Department through Official Letter No. 366-053/08 of March 10, 2008.

II.

Through a written submission dated October 1, 2015, Grupo Financiero Aserta, S.A. de C.V. and AFIANZADORA INSURGENTES, S.A. DE C.V., GRUPO FINANCIERO ASERTA, through its legal representative, Act. Enrique Alejandro Murguía Pozzi, requested authorization from this Commission for Afianzadora Insurgentes, S.A. de C.V., Grupo Financiero Aserta, to organize and operate as an insurance institution in accordance with Article 42 of the Law of Insurance and Surety Institutions.

III.

Likewise, through writings received by this Decentralized Body on November 18, 2015, 23, 26, and two on May 27 and June 8, 2016, Afianzadora Insurgentes, S.A. de C.V., Grupo Financiero Aserta, through its legal representative Act. Enrique Alejandro Murguía Pozzi, submitted various documentation and complementary information to the aforementioned request.

IV.

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

"UNIQUE.- GRANT authorization to Afianzadora Insurgentes, S.A. de C.V., Grupo Financiero Aserta, to organize and operate as an insurance institution, in the surety and credit lines, which also includes the practice of surety lines and sub-lines, in accordance with 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, enumeratively but not limitatively, 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.

"..."

Through Official Letter 06-C00-41100/20553 of July 8, 2016, this Commission, among other resolutions, notified the institution that the Board of Directors of this Commission had agreed to grant the authorization requested by said society; gave 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 testimony and three notarially certified copies of the deed in which its organization and operation as an insurance institution in the surety and credit lines, which also includes the practice of surety lines and sub-lines, in accordance with 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 Insurgentes, S.A. de C.V., Grupo Financiero Aserta, submitted to this Commission the first testimony and three certified copies of public deed number 59,037 of August 17, 2016, granted before the notary of Lic. Emiliano Zubiría Maqueo, Public Notary number 25 with practice in this Mexico City, in which the protocolization of the Act of the Extraordinary General Shareholders' Meeting of Afianzadora Insurgentes, 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-C00-41100/01498 of January 31, 2017, this Commission approved the corporate bylaws of that institution contained in the aforementioned public deed 59,037 of August 17, 2016, granted before the notary of Lic. Emiliano Zubiría Maqueo, Public Notary number 25, with practice in this Mexico City, from which it stands out that the name of the insurance institution is Aseguradora Insurgentes, S.A. de C.V., Grupo Financiero Aserta.

VIII.

That Aseguradora Insurgentes, S.A. de C.V., Grupo Financiero Aserta (formerly Afianzadora Insurgentes, 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 that a new entity is incorporated into Grupo Financiero and, in that sense, the rights and obligations that link Afianzadora Insurgentes, S.A. de C.V., Grupo Financiero Aserta, with Grupo Financiero remain intact, given that the same Controlling Society will continue to respond subsidiarily and unlimitedly for the fulfillment of the obligations incumbent on such financial entity, currently named Aseguradora Insurgentes, 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.

CONSIDERING

FIRST.- That the request presented through the writing of October 1, 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 in accordance with 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 Insurgentes, S.A. de C.V., Grupo Financiero Aserta, to organize and operate as an insurance institution that will carry out damage operations in the surety and credit lines, which also includes the practice of surety lines and sub-lines, in accordance with 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 in accordance with what is provided in Articles 11 and 369, fraction II, of the Law of Insurance and Surety Institutions, for which reason it is taken into account that said Government Body in its session 188 of 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 the aforementioned Government Body, in accordance with what is established in Article 370, last paragraph, of the same Law.

FOURTH.- That in accordance with what is stated in Article 11 of the Law of Insurance and Surety Institutions, this National Insurance and Surety Commission, through Official Letter 06-C00-41100/20553 of July 8, 2016, notified the promoter of the agreement of the Board of Directors by which it agreed to grant the requested authorization and issued a favorable opinion regarding the draft corporate bylaws submitted; and in that sense, once it submitted the first testimony and three certified copies of the aforementioned public deed number 59,037 of August 17, 2016, in which the comprehensive reform of the corporate bylaws and the organization and operation of said surety institution as an insurance institution is recorded, this Commission through Official Letter 06-C00-41100/01498 of January 31, 2017, approved the corporate bylaws of that institution.

FIFTH.- That in accordance with what is stated in 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 Insurgentes, 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 Insurance and Surety Commission 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 Articles 6 and 9 of the Internal Regulations of the National Insurance and Surety Commission, authorizes Aseguradora Insurgentes, S.A. de C.V., Grupo Financiero Aserta, to organize and operate as an insurance institution in the surety and credit lines, which also includes the practice of surety lines and sub-lines, in accordance with Article 42 of the Law of Insurance and Surety Institutions, in the following terms:

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

ARTICLE FIRST.- In exercise of the faculty conferred on the Federal Government by Article 11 of the Law of Insurance and Surety Institutions, the National Insurance and Surety Commission, authorizes Aseguradora Insurgentes, S.A. de C.V., Grupo Financiero Aserta, to organize and operate as an insurance institution in accordance with Article 42 of the Law of Insurance and Surety Institutions.

ARTICLE SECOND.-

The insurance institution is authorized to practice in the Mexican Republic, in accordance with what is provided in 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 surety and credit lines, as well as to grant fidelity sureties, in the individual and collective sub-lines; judicial sureties, in the judicial criminal sub-lines, judicial non-criminal sub-lines and judicial sub-lines that cover vehicle drivers; administrative sureties, in the construction, supply, tax, lease and other administrative surety sub-lines; credit sureties, in the supply, sales and other credit surety sub-lines; as well as guarantee trusts in the sub-lines related to surety policies and without relation to surety policies.

ARTICLE THIRD.- 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, to the other laws applicable to it, and in particular to the following bases:

I.- The name will be Aseguradora Insurgentes, 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 Insurgentes, 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 for 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 FOURTH.- By its very nature this authorization is non-transferable, in accordance with what is provided in Article 11 of the Law of Insurance and Surety Institutions.

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

SECOND.- This authorization, in accordance with what is established in Articles 11 and 12 of the Law of Insurance and Surety Institutions, is subject to the referred 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 aforementioned favorable opinion is not obtained, this authorization will not take effect.

THIRD.- Aseguradora Insurgentes, 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

UNIQUE.- 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 the one hundred and twenty days following the date of its notification to Aseguradora Insurgentes, 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 in the terms stated above, which will be named Aseguradora Insurgentes, S.A. de C.V., Grupo Financiero Aserta, derived from the new organization and operation regime of Afianzadora Insurgentes, S.A. de C.V., Grupo Financiero Aserta, which in accordance with the applicable provisions falls to the Board of Directors of this Commission to resolve, and does not prejudge any act that said society carries out and which implies the prior authorization or approval of other financial, administrative, tax or any other authorities, in accordance with the current regulations, nor does it validate the legality or validity of the same in the event that such authorizations or approvals are not obtained.

Respectfully,

Effective Suffrage. No Re-election.

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

(R.- 449450)

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