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

DOF: 23/06/2017

OFFICIAL LETTER authorizing Sofimex, Institución de Garantías, S.A., 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-directorate for Advisory Services.- File: C00.411.13.2.2-F0006"16".- Official Letter No. 06-C00-41100/19037.

SUBJECT:

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

SOFIMEX, INSTITUTION OF GUARANTEES, S.A.

Blvd. Adolfo López Mateos No. 1941 Col. Los Alpes Álvaro Obregón 01010, Mexico City

To: Mr. Armando Rodríguez Elorduy 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 Articles 90 of the Political Constitution of the United Mexican States; 17 and 31, fraction VIII, of the Organic Law of the Federal Public Administration; 2°, subsection D, fraction III, of the Internal Regulations of the Ministry of Finance and Public Credit; 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, fourth 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, issues the resolutions indicated below, in view of the following Background and Considerations:

BACKGROUND

1. Afianzadora Sofimex, S.A., was authorized by the Ministry of Finance and Public Credit to function and operate as a surety institution, through Official Letter 102-E-366-DGSV-I-C-a-3490 of September 27, 1990. This authorization was last modified by the aforementioned Department through Official Letter 366-III-0714/14 of September 12, 2014, published in the Official Gazette of the Federation on March 5, 2015.

2. Through a document presented before this Commission on December 16, 2015, Afianzadora Sofimex, S.A., through its legal representative, Mr. Armando Rodríguez Elorduy, requested this Decentralized Body of the Ministry of Finance and Public Credit for authorization to organize and operate as an insurance institution, in accordance with Article 42 of the Law of Insurance and Surety Institutions.

3. Likewise, through documents received in this Decentralized Body on February 19, May 17, 25, and 27, all of 2016, Afianzadora Sofimex, S.A., through its legal representative Mr. Armando Rodríguez Elorduy, presented various documentation and complementary information to the aforementioned request.

4. Furthermore, with an undated document received in this Commission on July 12, 2016, Mr. Armando Rodríguez Elorduy, on behalf of Afianzadora Sofimex, S.A., requested authorization from this Decentralized Body of the Ministry of Finance and Public Credit to modify Article Sixth of its corporate bylaws due to the increase in share capital by the amount of $35,000,000.00 (thirty-five million pesos 00/100 M.N.), so that said capital increases from $80,000,000.00 (eighty million pesos 00/100 M.N.) to $115,000,000.00 (one hundred fifteen million pesos 00/100 M.N.).

5. The request described in the previous Background item 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 Afianzadora Sofimex, 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 that, if applicable, 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-C00-41100/22950 of August 4, 2016, this Commission issued a favorable opinion for the modification of Article Sixth of the corporate bylaws of Afianzadora Sofimex, S.A., in order to increase its share capital to $115,000,000.00 (one hundred fifteen million pesos 00/100 M.N.), and requested, among other things, 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-C00-41100/26183 of September 5, 2016, this Commission, among other resolutions, notified that institution that the Board of Directors of this Decentralized Body of the Ministry of Finance and Public Credit agreed to grant the authorization requested by that society; issued a favorable opinion regarding the draft corporate bylaws submitted as an annex to its document received on May 25, 2016, 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 was recorded 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, as well as the comprehensive bylaw reform of that institution attending to its new organization and operation regime.

8. Through a document received in this Commission on November 1, 2016, Mr. Armando Rodríguez Elorduy, on behalf of Afianzadora Sofimex, S.A., submitted the original notarial testimony and a certified copy of public deed 117,500 of October 21, 2016, granted before the authority of Lic. Francisco José Visoso del Valle, as holder of notary number 145 of this City of Mexico, acting in the Protocol of notary number 92 of this City by Association Agreement with its holder Lic. José Visoso del Valle, in which the protocolization of the Minutes of the Extraordinary General Shareholders' Meeting of said institution, held on October 11, 2016, is recorded, in which the increase in the share capital of that institution was approved.

9. Through a document presented before this Commission on November 1, 2016, received in this Commission on that same day, Mr. Armando Rodríguez Elorduy submitted the original notarial testimony and three certified copies of public deed 117,501 of October 21, 2016, granted before the authority of Lic. Francisco José Visoso del Valle, as holder of notary number 145 of this City of Mexico, acting in the Protocol of notary number 92 of this City by Association Agreement with its holder Lic. José Visoso del Valle, in which the protocolization of the Minutes of the Extraordinary General Shareholders' Meeting held on October 11, 2016, of Afianzadora Sofimex, S.A., is recorded, in which, among other Resolutions, its organization and operation as an insurance institution was approved.

10. Through Official Letter 06-C00-41100/19029 of May 4, 2017, this Commission approved the increase in the share capital of that institution, as well as the comprehensive reform of its corporate bylaws, in accordance with what is stated in public deeds 117,500 and 117,501, respectively, both of October 21, 2016, granted before the authority of Lic. Francisco José Visoso del Valle, as holder of notary number 145 of this City of Mexico, acting in the Protocol of notary number 92 of this City by Association Agreement with its holder Lic. José Visoso del Valle, from which it stands out that the denomination of the insurance institution is Sofimex, Institución de Garantías, S.A., and that its minimum share capital will amount to $115,000,000.00 (one hundred fifteen million pesos 00/100 M.N.).

CONSIDERATIONS

FIRST.- That the request presented through the document of December 16, 2015, as well as its extensions described in the Background of the present, fall within 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 sublines, in terms of the last paragraph of Article 25 of the aforementioned Law.

SECOND.- That in accordance with 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 Afianzadora Sofimex, 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 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 in 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, corresponding to the President of this Commission to comply with the agreements of the aforementioned Governing Body, in terms of what is established in Articles 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-C00-41100/26183 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 that sense, once the promoter submitted the original first testimony and three certified copies of the aforementioned public deed number 117,501 of October 21, 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-C00-41100/19029 of May 4, 2017, approved the corporate bylaws of that 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 Afianzadora Sofimex, 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 Articles 90 of the Political Constitution of the United Mexican States; 17 and 31, fraction VIII, of the Organic Law of the Federal Public Administration; 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; 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 Afianzadora Sofimex, 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, in the following terms:

AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT THROUGH THE NATIONAL COMMISSION OF INSURANCE AND SURETIES TO SOFIMEX, INSTITUTION OF GUARANTEES, S.A., TO ORGANIZE AND FUNCTION AS AN INSURANCE INSTITUTION IN 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 Sofimex, Institución de Garantías, 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 issue fidelity sureties, in individual and collective sublines; judicial sureties, in judicial criminal sublines, non-criminal judicial sublines and judicial sublines that cover 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, 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 Sofimex, Institución de Garantías, 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 subline 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, 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 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 Sofimex, 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 documents submitted and are limited exclusively to the granting of the authorization for the organization and operation of an insurance institution in the terms stated above, which will be called Sofimex, Institución de Garantías, 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 that implies the prior authorization or approval of other financial, administrative, tax or any other authorities, in terms of the 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 04, 2017. - The President of the National Commission of Insurance and Sureties, Norma Alicia Rosas Rodríguez.- Rubric.

(R.- 451596)

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