Official Letter Authorizing Dorama, Institución de Garantías, S.A., to Organize and Operate as an Insurance Institution

DOF: 11/07/2017

OFFICIAL LETTER authorizing Dorama, Institución de Garantías, S.A., 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 Commission of Insurance and Sureties.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-Advisory Directorate.- File: C00.411.13.1.7/7"15".- Official Letter No. 06-C00-41100/25846.

Subject:

Dorama, Institución de Garantías, S.A., is authorized to organize and operate as an insurance institution.

DORAMA, INSTITUTION OF GUARANTEES, S.A.

Blvd. Adolfo López Mateos 2259, Ground Floor Col. Atlamaya Álvaro Obregón 01760, Mexico City

Attention: Lic. María Elisa Medina Salamanca General Director and 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, section VIII, of the Organic Law of the Federal Public Administration; Article 2, subsection D, section 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, section III, subsection g), and last paragraph, 36, 41, sections II to V, 42, 47, 369, section II, 370, fourth paragraph, and 372, section XLI, 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 view of the following

Background and Considerations:

BACKGROUND

I.

Fianzas Dorama, S.A., was authorized by the Ministry of Finance and Public Credit to organize and function as a surety institution, through Official Letter 102-E-366-DGSV-I-C-a-1200 of May 7, 1993. This authorization was last modified by said Department through Official Letter 366-103/10 of June 23, 2010, published in the Official Gazette of the Federation on November 16, 2010.

II.

Through letters dated December 15 and 16, 2015, February 29, May 18 and 25, July 28, and August 10, 2016, Fianzas Dorama, S.A., requested authorization from this Commission to organize and operate as an insurance institution in accordance with Article 42 of the Law of Insurance and Surety Institutions.

III.

Through letters dated May 25, June 28, and August 10, 2016, Lic. María Elisa Medina Salamanca, in her capacity as General Director and legal representative of Fianzas Dorama, S.A., requested authorization for said surety institution to increase its share capital from $80,000,000.00 M.N. to the amount of $200,000,000.00 M.N., of which the paid share capital will increase to remain at the amount of $136,711,000.00 M.N., through the capitalization of $56,711,000.00 M.N., derived from the restatement of the share capital account, leaving a difference between authorized share capital and paid share capital of $63,289,000.00 M.N., which will be represented by unsubscribed shares that will remain in the institution's treasury for circulation at the time they deem appropriate.

IV.

In this context, the aforementioned request was submitted for consideration to the Board of Directors of this Commission in its session 189 of August 30, 2016, with the prior favorable opinion of the Authorizations Committee, which agreed as follows:

"SINGLE.- GRANT authorization to Fianzas Dorama, S.A., to organize and operate as an insurance institution, in the suretyship line of business which also includes the practice of surety lines and sublines, in accordance with Article 42 of the Law of Insurance and Surety Institutions.

This is understood to be subject to the institution obtaining the favorable opinion issued by this Commission, in accordance with Article 47 of the Law of Insurance and Surety Institutions, which must be requested within a period of one hundred and eighty days counted from the approval of the public instrument in which the comprehensive reform of its bylaws is recorded.

In the event that the aforementioned favorable opinion is not obtained, this authorization will become ineffective with respect to the operation of insurance in the suretyship line of business requested.

..."

V.

Through Official Letter 06-C00-41100/24586 of August 18, 2016, this Commission issued a favorable opinion regarding the reform to Article Sixth of the bylaws of that institution, to record the increase in its share capital, from $80,000,000.00 M.N. to the amount of $200,000,000.00 M.N., of which the paid share capital will increase to remain at the amount of $136,711,000.00 M.N., through the capitalization of $56,711,000.00 M.N.; and requested the submission of the first original testimony and three notarially certified copies of the deed containing the partial protocolization of the Minutes of the Extraordinary General Shareholders' Meeting to be held, in accordance with the project submitted.

VI.

Through Official Letter 06-C00-41100/26390 of September 5, 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 bylaws submitted as an annex to its letter of August 10, 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 it would record its organization and operation as an insurance institution, in the suretyship line of business which also includes the practice of surety lines and sublines, in accordance with Article 42 of the Law of Insurance and Surety Institutions, as well as the comprehensive bylaw reform of that institution in accordance with its new organization and operation regime.

VII.

Through a letter dated September 23, 2016, Fianzas Dorama, S.A., submitted the first testimony of public deed number 117,177 of September 12, 2016, granted before the notary public Lic. Francisco José Visoso del Valle, holder of Public Notary Number 145 of Mexico City, acting in the protocol of Notary Number 92 of the same Entity by association agreement with its holder Lic. José Visoso del Valle, in which the partial protocolization of the Minutes of the Extraordinary General Shareholders' Meeting of August 25, 2016, is recorded, through which the reform to Article Sixth of the bylaws of Fianzas Dorama, S.A., was agreed to record the increase in its share capital.

VIII.

That through a letter dated November 16, 2016, Fianzas Dorama, S.A., submitted to this Commission the first notarial testimony and three certified copies of public deed number 117,391 of October 6, 2016, through which Lic. Francisco José Visoso del Valle, identified as holder of Public Notary 145 of Mexico City, in the protocol of Public Notary 92 of the same City, by association agreement with its holder Lic. José Visoso del Valle, recorded the protocolization of the Minutes of the Extraordinary General Shareholders' Meeting of September 12, 2016, of Fianzas Dorama, S.A., in which, among other Resolutions, its organization and operation as an insurance institution was approved.

IX.

Through Official Letter 06-C00-41100/25836 of June 7, 2017, this Commission approved the bylaws of that institution contained in the aforementioned public deeds 117,177 of September 12 and 117,391 of October 6, both of 2016, granted before the notary public Lic. Francisco José Visoso del Valle, holder of Public Notary 145 of Mexico City, acting in the protocol of Public Notary 92 of the same City, by association agreement with its holder Lic. José Visoso del Valle, from which it stands out that the name of the insurance institution is Dorama, Institución de Garantías, S.A.

CONSIDERATIONS

FIRST.- That the request presented through the letter of December 15, 2015, as well as its extensions described in the Background of the present, fall within the hypotheses provided for in Articles 11, 25, section III, subsection g), and last paragraph, 36, 41, sections 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 suretyship line of business, which also includes the practice of surety lines and sublines in accordance with the last paragraph of Article 25 of said Law.

SECOND.- That in accordance with what was requested by the promoting institution in its request letter and complementary letters mentioned above, it was determined that the requirements established in the applicable regulations were met for Fianzas Dorama, S.A., to organize and operate as an insurance institution that will carry out damage operations in the suretyship line of business, which also includes the practice of surety lines and sublines, in accordance with Articles 25, section III, subsection g), and 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 the provisions of Articles 11 and 369, section II, of the Law of Insurance and Surety Institutions, for which reason it is taken into account that said Governing Body in its session 189 of August 30, 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, in accordance with the provisions of 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 Commission of Insurance and Sureties, through Official Letter 06-C00-41100/26390 of September 5, 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 bylaws submitted; and in this sense, once the promoter submitted the first notarial testimony and three certified copies of the aforementioned public deed number 117,391 of October 6, 2016, in which the comprehensive reform of the bylaws and the organization and operation of said surety institution as an insurance institution is recorded, this Commission through Official Letter 06-C00-41100/25836 of June 7, 2017, approved the 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 bylaws of Dorama, Institución de Garantías, S.A.

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, section VIII, of the Organic Law of the Federal Public Administration; Article 2, subsection D, section 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, section III, subsection g), and last paragraph, 36, 41, sections II to V, 42, 47, 369, section II, 370, fourth paragraph, and 372, section XLI, 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 Dorama, Institución de Garantías, S.A., to organize and operate as an insurance institution in the suretyship line of business which also includes the practice of surety lines and sublines, in accordance with Article 42 of the Law of Insurance and Surety Institutions, under the following terms:

AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO DORAMA INSTITUTION OF GUARANTEES, S.A., TO ORGANIZE AND OPERATE AS AN INSURANCE INSTITUTION UNDER THE FOLLOWING TERMS:

ARTICLE FIRST.- 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 Dorama, Institución de Garantías, S.A., 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 the provisions of Articles 25, section III, subsection g), and last paragraph, 36 and 42 of the Law of Insurance and Surety Institutions, the operation of damage insurance in the suretyship line of business, as well as to issue fidelity sureties, in individual and collective sublines; judicial sureties, in judicial criminal, judicial non-criminal, and judicial sublines covering drivers of motor vehicles; administrative sureties, in sublines of work, supply, tax, lease, and other administrative sureties; credit sureties, in sublines of supply, sale and purchase, and other credit sureties; as well as guarantee trusts in sublines 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 Mercantile Societies, the other laws applicable to it, and in particular to the following bases:

I.- The name will be Dorama, Institución de Garantías, followed by the words Sociedad Anónima or its abbreviations, S.A.

II.- Dorama, Institución de Garantías, S.A., must have the minimum paid capital determined for the year in question, for each operation or line, and line or subline 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 FOURTH.- By its very nature, this authorization is non-transferable, in accordance with the provisions of 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 Commission of Insurance and Sureties in accordance with Article 382 of the Law of Insurance and Surety Institutions.

SECOND.- This authorization, in accordance with 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.

TRANSITIONAL

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 insurance company's social domicile, within one hundred and twenty days following the date of its notification to Dorama, Institución de Garantías, S.A., 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 submitted letters 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 Dorama, Institución de Garantías, S.A., derived from the new organization and operation regime of Fianzas Dorama, S.A., which in accordance with the applicable provisions falls within the competence of the Board of Directors of this Commission, and does not prejudge any act that said society carries out that implies the prior authorization or approval of other financial, administrative, tax, or any other nature authorities, in accordance with current regulations, nor does it validate the legality or validity thereof in the event that such authorizations or approvals are not obtained.

Respectfully,

Effective Suffrage. No Re-election.

Mexico City, June 7, 2017. - The President of the National Commission of Insurance and Sureties, Norma Alicia Rosas Rodríguez.- Rubric.

(R.- 452539)

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