Official Letter Authorizing SPP Institución de Seguros, S.A. de C.V. to Organize and Operate as an Insurance Institution

DOF: 29/10/2018

OFFICIAL LETTER authorizing SPP Institución de Seguros, S.A. de C.V. 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 Bonds Commission.- Presidency.- Legal Vice-Presidency.- General Legal, Advisory and Intermediaries Direction.- Advisory Direction.- Sub-directorate for Advisory Services.- File: C00.411.13.1.7/6"17".- Official Letter No. 06-C00-41100/49392.

SUBJECT:

Authorization is granted for the organization and operation of the insurance institution named

SPP

Institución de Seguros, S.A. de C.V.

MR. JUAN CARLOS MERLO BELLO

GLOBAL INSURANCE GROUP

HOLDING COMPANY, INC.

Common Address

Nueva York No. 273

Col. Nápoles

Benito Juárez

03810, Mexico City

Attn:

Lic. Gerardo María Trigueros Gaisman

Legal Representative

The Federal Government through the National Insurance and Bonds Commission, and after agreement by its Board of Directors, based on Articles 90 of the Political Constitution of the United Mexican States; 17 and 31, section VIII, of the Organic Law of the Federal Public Administration; 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; 11, 12, 25, sections II, subsection a), and III, subsection k), 41, 47, 369, section II, 370, last paragraph, and 372, section XLI, of the Law of Insurance and Bonding Institutions; in Article 30-E, sections III and IV, of the Federal Rights Law; in Provisions 2.1.1. to 2.1.4., in Chapters 39.1. and 39.6. and in Annex 2.1.3-a of the Single Insurance and Bonds Circular; as well as in Articles 6° and 9° of the Internal Regulations of the National Insurance and Bonds Commission, issues the resolutions indicated below, in consideration of the following

Background and Considerations:

BACKGROUND

I.

By letter dated December 18, 2017, Mr. Juan Carlos Merlo Bello, in his own right, and Lic. Gerardo María Trigueros Gaisman, in his capacity as legal representative of Global Insurance Group Holding Company, Inc., requested authorization from this Commission for the organization, operation and functioning of an insurance institution to be named "SPP Institución de Seguros, S.A. de C.V.", which intends to conduct the operation of accident and health insurance, in the personal accident branch, and the operation of damage insurance, in the various branch.

II.

Through letters dated January 25, February 7, March 12, May 4 and 31, and June 7, 2018, Mr. Juan Carlos Merlo Bello, in his own right, and Lic. Gerardo María Trigueros Gaisman, in his capacity as legal representative of Global Insurance Group Holding Company, Inc., sent various documentation and complementary information to the aforementioned request.

III.

In this context, the aforementioned request was submitted for consideration to the Board of Directors of this Commission, in its session 201 of June 26, 2018, after a favorable opinion from the Authorizations Committee of this Commission, which agreed as follows:

"SINGLE.- GRANT authorization to Mr. Juan Carlos Merlo Bello and Global Insurance Group Holding Company, Inc., to carry out the organization and operation of an insurance institution to be named "SPP Institución de Seguros, S.A. de C.V.", whose purpose will be to conduct the operation of accident and health insurance, in the branch of personal accidents, and the operation of damage insurance, in the various branch.

"This is understood to be subject to the condition that the institution that is constituted obtains the favorable opinion that, if applicable, is issued by this Commission in accordance with Article 47 of the Law of Insurance and Bonding 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 constitution of such company is recorded.

"In the event that the aforementioned favorable opinion is not obtained, the present authorization shall become void.

"This is without prejudice to the resolutions issued by this Commission to each of the founding shareholders, in accordance with the participation each one has in the share capital of the institution to be constituted, in terms of what is provided in Article 50, section II, of the Law of Insurance and Bonding Institutions.

" ... "

IV.

Through Official Letter 06-C00-41100/36676 of June 29, 2018, this Commission, among other Resolutions, notified these petitioners that the Board of Directors of this Commission, in its session 201 of June 26, 2018, taking into consideration the favorable opinion issued by the Committee of Authorizations of the same Commission, in its session held on June 14 of the same year, agreed to grant the requested authorization and also a favorable opinion regarding the draft articles of association of the commercial company that would be constituted by Mr. Juan Carlos Merlo Bello and Global Insurance Group Holding Company, Inc., which would be named SPP Institución de Seguros, S.A. de C.V.

V.

Through the letter dated August 16, 2018, received by this Commission on the 23rd of the same month and year, Mr. Juan Carlos Merlo Bello, in his own right, and Lic. Gerardo María Trigueros Gaisman, in his capacity as legal representative of Global Insurance Group Holding Company, Inc., submitted the first testimony and a copy by notarial comparison of public deed 87,702 of August 16, 2018, granted before the authority of Lic. Roberto Garzón Jiménez, holder of Public Notary 242 of this Mexico City, acting as associate in the protocol of Notary number 229 of the same City, which is held by Lic. Marco Antonio Ruiz Aguirre, in which it is recorded that Mr. Juan Carlos Merlo Bello and Global Insurance Group Holding Company, Inc., carried out the constitution of SPP Institución de Seguros, S.A. de C.V., as well as the articles of association that will govern said society.

VI.

Through Official Letter 06-C00-41100/49383 of September 17, 2018, this Commission approved the articles of association contained in the aforementioned public deed 87,702 of August 16, 2018, where it is recorded the constitution of SPP Institución de Seguros, S.A. de C.V.

VII.

By letter dated September 21, 2018, received by this Commission on the same day, Lic. Gerardo María Trigueros Gaisman, in his capacity as legal representative of Global Insurance Group Holding Company, Inc., submitted a bank payment receipt from Banco Santander (Mexico) S.A., Multiple Banking Institution, Financial Group Santander Mexico, for the amount of $70,799.00 M.N., made by the taxpayer Juan Carlos Merlo Bello, on September 20, 2018, referring that the same is the payment receipt for rights referred to in Article 30-E, section IV, of the Federal Rights Law.

CONSIDERATIONS

FIRST.- That once the documentation and information submitted by Mr. Juan Carlos Merlo Bello and Global Insurance Group Holding Company, Inc., through the letter dated December 18, 2017, and its extensions identified in Background II of this Official Letter, it was determined that the requirements established in Articles 11, 12, 25, sections II, subsection a), and III, subsection k), and 41, of the Law of Insurance Institutions and Bonding; in Article 30-E, sections III and IV, of the Federal Rights Law; in the Provisions 2.1.1. to 2.1.4., in Chapters 39.1. and 39.6. and in Annex 2.1.3-a of the Single Circular of Insurance and Bonds; applicable regulation for the constitution of an insurance institution that will practice the operation of accident and health insurance, in the personal accident branch, and the operation of damage insurance, in the various branch.

SECOND.- That in accordance with what is provided in Articles 11 and 369, section II, the Law of Insurance Institutions and Bonding, authorizations to organize and operate as an insurance institution must be granted by this Commission, after agreement by its Board of Directors, which is why it is taken into account that the Board of Directors of this Decentralized Body, in its session 201 of June 26 2018, agreed to grant the authorization requested by the petitioning companies; likewise, it is of consideration that it corresponds to the holder of the Presidency of this Commission to comply with the agreements of the referenced Governing Body, in terms of what is established in Articles 370, last paragraph, and 372, section XLI, of the same Law.

THIRD.- That in accordance with what is stated in Article 11 of the Law of Insurance Institutions and Bonding, this National Insurance and Bonds Commission, through Official Letter 06-C00-41100/36676 of June 29 2018, notified the petitioners 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 articles of association submitted.

FOURTH.- That this Commission through Official Letter 06-C00-41100/49383 of September 17, 2018, in accordance with what is established in Articles 11 and 66 of the Law of Insurance Institutions and Bonding, approved the articles of association contained in public deed 87,702 of August 16, 2018, granted before the authority of Lic. Roberto Garzón Jiménez, holder of Public Notary 242 of this Mexico City, acting as associate in the protocol of Notary number 229 of the same City, which is held by Lic. Marco Antonio Ruiz Aguirre, where the constitution of SPP Institución de Seguros, S.A. de C.V. is recorded, which has as its corporate purpose, among others, to operate as an insurance institution that will practice the operation of accident and health insurance, in the personal accident branch, and the operation of damage insurance, in the various branch; with its corporate domicile in Mexico City; a minimum fixed paid capital without right to withdrawal of $40 ' 455,674.00 M.N., being its shareholders Mr. Juan Carlos Merlo Bello and Global Insurance Group Holding Company, Inc., who participate respectively, with $20 ' 632,394.00 M.N. which is equivalent to 51.0% of the capital of the institution and $19 ' 823,280.00 M.N., which represent 49.0% of said share capital.

FIFTH.- That in terms of what is stated in Articles 11, third paragraph, 12 and 47 of the Law of Insurance Institutions and Bonding, the start of operations as an insurance institution will be subject to the obtaining of 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 articles of association of SPP Institución de Seguros, S.A. de C.V.

In view of the foregoing, the following are issued:

RESOLUTIONS

FIRST.- The Federal Government through the National Insurance and Bonds Commission and after agreement by its Board of Directors, based on Articles 90 of the Political Constitution of the United States Mexicans; 17 and 31, section VIII, of the Organic Law of the Federal Public Administration; 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; 11, 12, 25, sections II, subsection a), and III, subsection k), 41, 47, 369, section II, 370, last paragraph, and 372, section XLI, of the Law of Insurance Institutions and Bonding; in Article 30-E, sections III and IV, of the Federal Rights Law; in Provisions 2.1.1. to 2.1.4., in Chapters 39.1. and 39.6. and in Annex 2.1.3-a of the Single Circular of Insurance and Bonds; as well as in Articles 6° and 9° of the Internal Regulations of the National Insurance and Bonds Commission, grants authorization to Mr. Juan Carlos Merlo Bello and to Global Insurance Group Holding Company, Inc., to carry out the organization and operation of the insurance institution SPP Institución de Seguros, S.A. de C.V., in the following terms:

AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO MR. JUAN CARLOS MERLO BELLO AND TO GLOBAL INSURANCE GROUP HOLDING COMPANY, INC., FOR THE ORGANIZATION AND OPERATION OF AN INSURANCE INSTITUTION, IN THE FOLLOWING TERMS:

ARTICLE FIRST.- In exercise of the power conferred on the Federal Government by Article 11 of the Law of Insurance Institutions and Bonding, the National Commission of Insurance and Bonds, authorizes SPP Institución de Seguros, S.A. de C.V., to organize and operate as an insurance institution.

ARTICLE SECOND.- The insurance institution is authorized to conduct in the Mexican Republic the operation of accident and health insurance, in the branch of personal accidents, and the operation of damage insurance, in the various branch.

ARTICLE THIRD.- The insurance institution will be subject to the provisions of the Law of Insurance Institutions and Bonding, as well as those derived from it, to 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 "SPP Institución de Seguros", followed by the words "Variable Capital Anonymous Company" or its abbreviations "S.A. de C.V."

II.- The share capital will be variable, according to the following:

a)

SPP Institución de Seguros, S.A. de C.V., must have the minimum paid capital that is determined for the year in question, for each operation or branch, that is 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 Institutions and Bonding.

b)

The variable capital with right to withdrawal in no case may be greater than the paid capital without right to withdrawal.

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

ARTICLE FOURTH.- By its very nature this authorization is non-transferable, in terms of what is provided in Article 11 of the Law of Insurance Institutions and Bonding.

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

SECOND.- This authorization, in accordance with what is established in Articles 11 and 12 of the Law of Insurance Institutions and Bonding, is subject to the aforementioned institution obtaining the favorable opinion that, if applicable, is issued by this Commission in accordance with Article 47 of the same Law.

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

This official letter must be published in the Official Gazette of the Federation and in two newspapers of wide circulation of the corporate domicile of the institution, within the one hundred and twenty days following the date of its notification to SPP Institución de Seguros, S.A. de C.V., in terms of what is provided in Article 11, paragraph fourth, of the Law of Insurance Institutions and Bonding, at the expense of the interested parties.

These resolutions are issued based on the information provided by the petitioners contained in the letters submitted and are limited exclusively to the authorization for SPP Institución de Seguros, S.A. de C.V., to organize and operate as an insurance institution, which in accordance with the applicable provisions falls within the competence of this Commission to resolve, and does not prejudge any act that the petitioners carry out and which implies prior authorization or approval from other financial authorities, administrative, tax or of any other nature, in terms of current regulations, nor convalidates the legality or validity of the same in the event that such authorization or approval is not obtained.

Respectfully,

Effective Suffrage. No Re-election.

Mexico City, September 25, 2018. - The President of the National Insurance and Bonds Commission, Norma Alicia Rosas Rodríguez.- Rubric.

(R.- 474614)

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