Official Letter Authorizing Fianzas y Cauciones Atlas, S.A. to Organize and Operate as an Insurance Institution

DOF: 01/09/2017

OFFICIAL LETTER authorizing Fianzas y Cauciones Atlas, 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: C00.411.13.1.7/1"16".- Official Letter No. 06-C00-41100/21483.

SUBJECT:

Fianzas y Cauciones Atlas, S.A., is authorized to organize and operate as an insurance institution.

FIANZAS Y CAUCIONES ATLAS, S.A. Paseo de los Tamarindos No. 60, Floor 3 Col. Bosques de las Lomas Cuajimalpa 05120, Mexico City

To: Act. Gerardo Sánchez Barrio 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; Articles 11, 12, 25, fraction III, subsection g), and last paragraph, 26, last paragraph, 36, 41, fractions II to V, 42, 47, 369, fraction II, 370, last paragraph, and 372, fraction 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 the 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 following resolutions indicated below, in attention to the following Background and Considerations:

BACKGROUND

1. Fianzas Atlas, S.A., was authorized by the Ministry of Finance and Public Credit to function and operate as a surety institution, through Resolution No. 102-E-366-DGSV-I-C-a-4208 of September 27, 1990. Said Resolution was last modified by said Dependence through Official Letter 366-IV-A-6880.- 718.1/37793 of October 24, 2000, published in the Official Gazette of the Federation on February 7, 2001.

2. Through a document presented before this Commission on January 7, 2016, Fianzas Atlas, S.A., through its legal representative, Act. Gerardo Sánchez Barrio, requested this Delegated Body of the Ministry of Finance and Public Credit authorization to organize and operate as an insurance institution under the terms of Article 42 of the Law of Insurance and Surety Institutions.

3. Through documents received in this Delegated Body on March 7, May 23, June 24, and July 26, 2016, Fianzas Atlas, S.A., through its legal representative Act. Gerardo Sánchez Barrio, presented various complementary documentation and information to the aforementioned request.

4. Furthermore, with a document dated June 8, 2016, received by this Commission on the 14th of that same month and year, Act. Gerardo Sánchez Barrio on behalf of Fianzas Atlas, S.A., requested authorization from this Delegated Body of the Ministry of Finance and Public Credit to modify Clause Sixth of its corporate bylaws in order to increase its share capital to the amount of $120,000,000.00 (one hundred twenty million pesos 00/100 M.N.).

5. The request described in Background 2 was submitted to the consideration of 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:

"UNIQUE.- GRANT authorization to Fianzas Atlas, 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 sub-lines, under the terms of Article 42 of the Law of Insurance and Surety Institutions.

The foregoing, understanding that said authorization will be subject to the institution obtaining the favorable opinion that, in its case, this Commission issues, in accordance with Article 47 of the Law of Insurance and Surety Institutions, which must be requested within a period of one hundred eighty days counted from the approval of the public instrument in which the comprehensive reform of its corporate bylaws is recorded."

6. Through Official Letter 06-C00-41100/24407 of August 16, 2016, this Commission issued a favorable opinion for Fianzas Atlas, S.A. to modify Clause Sixth of its corporate bylaws, in order to increase its share capital to the amount of $120,000,000.00 (one hundred twenty million pesos 00/100 M.N.), and requested, among others, the submission of the original first testimony and a notarially certified copy of the deed in which said capital increase was recorded.

7. Through Official Letter 06-C00-41100/26454 of September 5, 2016, this Commission, among other resolutions, notified that institution that the Board of Directors of this Delegated Body of the Ministry of Finance and Public Credit agreed to grant the authorization requested by said society through a document dated January 7, 2016; issued a favorable opinion regarding the draft corporate bylaws submitted as an annex to said request to organize and operate as an insurance institution; and requested the submission of the original first testimony and three notarially certified copies of the deed in which the approval of its Extraordinary General Shareholders' Meeting to organize and operate as an insurance institution in the suretyship line of business which also includes the practice of surety lines and sub-lines, under the terms of Article 42 of the Law of Insurance and Surety Institutions, as well as the comprehensive bylaws reform of said institution attending to its new organization and operation regime, was recorded.

8. Through a document dated November 15, 2016, received by this Commission on the 18th of the same month and year, Act. Gerardo Sánchez Barrio on behalf of Fianzas Atlas, S.A., submitted the first notarial testimony and a certified copy of public deed 93,092 of October 31, 2016, granted before the authority of Lic. Carlos Prieto Aceves, holder of Notary Public Number 40 of this Mexico City, in which the protocolization of the Act of Extraordinary and Ordinary General Shareholders' Meeting of said institution, held on September 8, 2016, is recorded, in which the increase of the share capital of said institution was approved.

9. That by document dated January 16, 2017, received by this Commission on the 20th of that same month and year, Act. Gerardo Sánchez Barrio, submitted the original of the second notarial testimony and three certified copies of the first notarial testimony, corresponding to public deed 93,178 of January 10, 2017, granted before the authority of Lic. Carlos Prieto Aceves, holder of Notary Public Number 40 of this Mexico City, in which the protocolization of the Act of Extraordinary General Shareholders' Meeting held on November 10, 2016, of Fianzas Atlas, S.A., is recorded, in which among other Resolutions, its organization and operation as an insurance institution was approved.

10. By document dated January 24, 2017, received by this Commission the following day, Act. Gerardo Sánchez Barrio, in his capacity as legal representative of Fianzas Atlas, S.A., submitted the first notarial testimony of public deed 93,178 of January 10, 2017, granted before the authority of Lic. Carlos Prieto Aceves, holder of Notary Public Number 40 of this Mexico City, in which the protocolization of the Act of Extraordinary General Shareholders' Meeting held on November 10, 2016, of Fianzas Atlas, S.A., is recorded, in which among other Resolutions, its organization and operation as an insurance institution was approved.

11. Through Official Letter 06-C00-41100/21479 of May 18, 2017, this Commission approved the increase in the share capital of said institution, as well as the comprehensive reform of its corporate bylaws, in accordance with what is stated in public deed number 93,092 of October 31, 2016, in which it is contemplated that the minimum share capital of said institution will amount to $120,000,000.00 (one hundred twenty million pesos 00/100 M.N.), as well as in public deed number 93,178, of January 10, 2017, in which it is noted that the new denomination of said institution will be Fianzas y Cauciones Atlas, S.A., both granted before the authority of Lic. Carlos Prieto Aceves, holder of Notary Public Number 40 of this Mexico City.

CONSIDERATIONS

FIRST.- That the request presented through the document of January 7, 2016, as well as its extensions described in the Background of the present, fall under the hypotheses provided for in Articles 11, 25, fraction III, subsection 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 suretyship line of business, which also includes the practice of surety lines and sub-lines under the terms of the last paragraph of Article 25 of the aforementioned Law.

SECOND.- That attending to what was requested by the promoting institution in its request document and complementary documents mentioned above, it was determined that the requirements established in the applicable regulations were met for the promoting institution 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 sub-lines, under the terms of Articles 25, fraction III, subsection 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 the terms of 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 Governing Body in its session 189 of August 30, 2016, agreed to grant the authorization requested by the referred society; likewise, it is to be considered that it corresponds to the President of this Commission to comply with the agreements of said Governing Body, under the terms of what is established in Article 370, last paragraph, and 372, fraction XLI, 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-C00-41100/26454 of September 5, 2016, notified the promoter of the agreement of the Board of Directors by which it was agreed to grant the requested authorization and a favorable opinion was issued regarding the draft corporate bylaws submitted; and in this sense, once the latter submitted the first testimony and three certified copies of the aforementioned public deed number 93,178 of January 10, 2017, 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-C00-41100/21479 of May 18, 2017, approved the corporate bylaws of said institution.

FIFTH.- That in terms of 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 eighty days counted from the approval of the corporate bylaws of the institution in question.

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, subsection g), and last paragraph, 26, last paragraph, 36, 41, fractions II to V, 42, 47, 369, fraction II, 370, last paragraph, and 372, fraction 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 the aforementioned 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 Fianzas Atlas, 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 sub-lines, under the terms of Article 42 of the Law of Insurance and Surety Institutions, in the following terms:

AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT THROUGH THE NATIONAL COMMISSION OF INSURANCE AND SURETIES TO FIANZAS Y CAUCIONES ATLAS, S.A., TO ORGANIZE AND FUNCTION 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 Fianzas y Cauciones Atlas, S.A., to function as an insurance institution.

ARTICLE SECOND.- The insurance institution is authorized to practice in the Mexican Republic the operation of damage insurance in the suretyship line of business, as well as to grant fidelity sureties, in the individual and collective sub-lines; judicial sureties, in the judicial criminal, judicial non-criminal, and judicial sub-lines that cover motor vehicle drivers; administrative sureties, in the sub-lines of work, supply, fiscal, lease, and other administrative sureties; credit sureties, in the sub-lines of supply, sale and purchase, and other credit sureties; 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, to the General Law of Mercantile Societies, to the other laws applicable to it, and, in particular, to the following bases:

I. The denomination will be Fianzas y Cauciones Atlas, followed by the words Sociedad Anónima or its abbreviations S.A.

II. The institution must have the minimum paid capital that is determined for the year in question, for each operation or line of business, or line or sub-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 Surety Institutions.

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

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

ARTICLE FIFTH.- The insurance institution will be subject to the inspection and supervision of the National Commission of Insurance and Sureties.

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, in its case, 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 have no effect.

THIRD.- 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 twenty days following the date of its notification to Fianzas y Cauciones Atlas, 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 documents submitted and are limited exclusively to the granting of the authorization for the organization and operation of an insurance institution under the terms stated above, which will be named Fianzas y Cauciones Atlas, S.A., which in accordance with the applicable provisions competes to be granted by this Commission, 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, under the terms of current regulations, nor does it validate the legality or validity of the same in case said authorizations or approvals are not obtained.

Respectfully,

Effective Suffrage. No Re-election.

Mexico City, May 18, 2017. - The President of the National Commission of Insurance and Sureties, Norma Alicia Rosas Rodríguez.- Rubric.

(R.- 455412)

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