Official Letter Authorizing the Expansion of Corporate Purpose and Modification of Authorization for Odontored Seguros Dentales, S.A. de C.V.

DOF: 15/08/2017

OFFICIAL LETTER through which the expansion of corporate purpose is authorized and the authorization granted to Odontored Seguros Dentales, S.A. de C.V. to operate as an insurance institution is modified.

At the margin, a seal with the National Emblem, which reads: United Mexican States.- Ministry of Finance and Public Credit.- National Insurance and Bond Commission.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Direction.- Advisory Direction.- Sub-Advisory Direction.- File: C00.411.13.2.1-H0715"16".- Official Letter No. 06-C00-41100/24640.

SUBJECT:

Authorization for the expansion of corporate purpose and modification of the authorization granted to Odontored Seguros Dentales, S.A. de C.V.

ODONTORED SEGUROS DENTALES, S.A. DE C.V. Paseo de la Reforma No. 373, Floor 11 Col. Cuauhtémoc Cuauhtémoc 06500, Mexico City

Attention: Lic. Roberto González Galindo General Director

The Federal Government through the National Insurance and Bond Commission, and after Agreement of its Board of Directors, based on articles 41, 45, 66 and 369, section II, 370, last paragraph, and 372, section XLI, of the Law of Insurance and Bond Institutions, as well as articles 6 and 9 of the Internal Regulations of the National Insurance and Bond Commission, issues these resolutions in attention to the following Background and Considerations:

BACKGROUND

I.

Odontored Seguros Dentales, S.A. de C.V., was authorized by the Ministry of Finance and Public Credit to practice the operation of accident and disease insurance, in the lines of health and medical expenses, through Official Letter 101.-349 of August 6, 2012, published in the Federal Official Gazette on October 18, 2012.

II.

Through writings dated April 12, June 22, July 7, October 10, and November 4, all of 2016, Odontored Seguros Dentales, S.A. de C.V., through its General Director, Lic. Roberto González Galindo, and its Director of Administration and Finance, Act. María Alice Ribeiro Dias de Figueiredo Silva, requested authorization from this Commission to carry out the expansion of its corporate purpose in order to practice, in the operation of accidents and diseases, the line of personal accidents, agreed upon in terms of the Unanimous Resolutions adopted outside the Assembly of February 4, 2016.

III.

In that context, the aforementioned request was submitted to the consideration of the Board of Directors of the National Insurance and Bond Commission in its session 192 of December 13, 2016, taking into consideration the favorable opinion issued by the Authorizations Committee of the same Commission, agreed as follows:

"SINGLE.- Modify the authorization of Odontored Seguros Dentales, S.A. de C.V., under which it operates as an insurance institution specialized in health, in order to expand its corporate purpose and practice the line of personal accidents, in addition to the lines of health and medical expenses that it currently has authorized in the operation of accidents and diseases; the foregoing, based on articles 26, third paragraph, 41, sections I to V and VIII, and 45 of the Law of Insurance and Bond Institutions and in Provisions 2.1.1, 2.1.2, 2.1.4 and 15.1.2, last paragraph, Annex 2.1.3-e, and Chapters 39.1 and 39.6 of the Single Insurance and Bond Circular."

IV.

Through Official Letter 06-C00-41100/36029 of December 15, 2016, this Commission, among other things, notified that institution that the Board of Directors of this Commission agreed to grant the requested authorization; approved the reform to Article Second of the bylaws of Odontored Seguros Dentales, S.A. de C.V., as a consequence of the expansion of its corporate purpose so that it practices, in the operation of accidents and diseases, the line of personal accidents, and instructed that institution to send to the Registry Office of this Commission at the earliest possible time or no later than within ninety business days following the date on which such Official Letter was notified, the first original testimony and a copy by notarial comparison of the deed of protocolization of the Unanimous Resolutions adopted outside the Assembly of February 4, 2016, in which the aforementioned reform was approved in terms of the project sent through its writing of April 12, 2016; as provided in Provision 2.3.7 of the Single Insurance and Bond Circular, in such a way that once said instrument was approved by this Decentralized Body, it would be in a position to carry out its registration in the corresponding Public Registry.

V.

Through a writing dated May 17, 2017, Odontored Seguros Dentales, S.A. de C.V., through its General Director, Lic. Roberto González Galindo, in response to Official Letter 06-C00-41100/36029 referred to above and prior to requirement of this Commission through Official Letter 06-C00-41100/19700 of May 9, 2017, sent the first testimony of public deed number 112,983 of February 20, 2017, granted before the authority of Lic. Rafael Arturo Coello Santos, holder of Public Notary number 30 of Mexico City, which contains the protocolization of the Unanimous Resolutions adopted outside the Assembly by the shareholders of the cited Institution of February 4, 2016 and January 3, 2017, in which the expansion of corporate purpose was approved, in order to practice, in the operation of accidents and diseases, the line of personal accidents, in addition to the lines of health and medical expenses that it currently has authorized.

VI.

With Official Letter No. 06-C00-41100/24638 of May 31, 2017, this Commission, in accordance with what is provided in article 66 of the Law of Insurance and Bond Institutions, approved the reform to Article Second of the bylaws of Odontored Seguros Dentales, S.A. de C.V., contained in public deed number 112,983 of February 20, 2017, granted before the authority of Lic. Rafael Arturo Coello Santos, holder of Public Notary number 30 of Mexico City, as agreed in the protocolization of the Unanimous Resolutions adopted outside the Assembly by the shareholders of the cited institution of February 4, 2016 and January 3, 2017; instructed that institution to register the public instrument described in the Public Registry of Property and Commerce of this City and Odontored Seguros Dentales, S.A. de C.V., through a legal representative, shall send the first original testimony and a copy by notarial comparison of such public instrument, with the registration data of the corresponding Registry, to the Registry Office of this Commission at the earliest possible time and no later than within ninety days following the date on which such Official Letter was notified, in accordance with what is established in articles 11 and 66 of the Law of Insurance and Bond Institutions, in relation to Provision 2.3.7 of the Single Insurance and Bond Circular. Likewise, it was indicated that, based on article 11, third paragraph, of the Law of Insurance and Bond Institutions, upon making the registration of the public instrument described in the First Resolution, it must be stated that the authorization to organize and operate as an insurance institution was subject to the condition that the favorable opinion referred to in article 47 of the same Law be obtained, and that said approval would be subject to the condition that the institution obtained the favorable opinion to commence the respective operations in terms of article 47 of the Law of Insurance and Bond Institutions, which it must request within a period of one hundred eighty days counted from the notification of such Official Letter.

CONSIDERATIONS

FIRST.- That article 369, section II, of the Law of Insurance and Bond Institutions, provides that it is the competence of the Board of Directors of this Commission to modify the authorizations to organize, operate, and function, among others, as an insurance institution.

SECOND.- That as a result of the resolution contained in the aforementioned Official Letter 06-C00-41100/36029 of December 15, 2016 referred to in Background IV of this Official Letter and prior compliance with what was instructed in such Official Letter, the terms of the authorization granted to that insurance institution must be modified.

In view of the foregoing, the following are issued:

RESOLUTIONS

FIRST.- Authorization is granted to Odontored Seguros Dentales, S.A. de C.V., to expand its corporate purpose in order to practice, in the operation of accidents and diseases, the line of personal accidents, in addition to the lines of health and medical expenses that it currently has authorized.

SECOND.- The Preamble and Articles First, Second, Third, and Fourth, of the authorization granted to Odontored Seguros Dentales, S.A. de C.V., are modified, leaving the indicated parts in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, THROUGH THE NATIONAL INSURANCE AND BOND COMMISSION, TO ODONTORED SEGUROS DENTALES, S.A. DE C.V., TO ORGANIZE AND FUNCTION AS AN INSURANCE INSTITUTION SPECIALIZED IN HEALTH INSURANCE, IN THE FOLLOWING TERMS:

ARTICLE FIRST.- In exercise of the faculty conferred on the Federal Government by article 5 of the repealed General Law of Insurance and Mutual Insurance Companies to the Ministry of Finance and Public Credit, and which from April 4, 2015, is conferred on the National Insurance and Bond Commission by article 11 of the Law of Insurance and Bond Institutions, ODONTORED SEGUROS DENTALES, S.A. DE C.V., is authorized to organize and function as an insurance institution specialized in health insurance.

ARTICLE SECOND.- The insurance institution referred to in this resolution is authorized to practice the operation of accident and disease insurance, in the lines of personal accidents, medical expenses, and health.

ARTICLE THIRD.- In what is not expressly stated by this resolution, the authorized insurance institution shall be subject to the Law of Insurance and Bond Institutions, as well as the provisions derived from it, to the Law on the Insurance Contract, to the General Health Law, to the General Law of Commercial Companies, as well as to the other norms that by their very nature are applicable to it, and in particular, to the following bases:

...

ARTICLE FOURTH.- "ODONTORED SEGUROS DENTALES, S.A. DE C.V." shall be subject to the inspection and surveillance of the National Insurance and Bond Commission and the Ministry of Health, in terms of articles 382 and 384 of the Law of Insurance and Bond Institutions.

..."

THIRD.- The authorization granted to Odontored Seguros Dentales, S.A. de C.V., to organize and operate as an insurance institution, after the modification indicated in the previous Resolutive, remains entirely in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, THROUGH THE NATIONAL INSURANCE AND BOND COMMISSION, TO ODONTORED SEGUROS DENTALES, S.A. DE C.V., TO ORGANIZE AND FUNCTION AS AN INSURANCE INSTITUTION SPECIALIZED IN HEALTH INSURANCE, IN THE FOLLOWING TERMS:

ARTICLE FIRST.- In exercise of the faculty conferred on the Federal Government by article 5 of the repealed General Law of Insurance and Mutual Insurance Companies to the Ministry of Finance and Public Credit, and which from April 4, 2015, is conferred on the National Insurance and Bond Commission by article 11 of the Law of Insurance and Bond Institutions, ODONTORED SEGUROS DENTALES, S.A. DE C.V., is authorized to organize and function as an insurance institution specialized in health insurance.

ARTICLE SECOND.- The insurance institution referred to in this resolution is authorized to practice the operation of accident and disease insurance, in the lines of personal accidents, medical expenses, and health.

ARTICLE THIRD.- In what is not expressly stated by this resolution, the authorized insurance institution shall be subject to the Law of Insurance and Bond Institutions, as well as the provisions derived from it, to the Law on the Insurance Contract, to the General Health Law, to the General Law of Commercial Companies, as well as to the other norms that by their very nature are applicable to it, and in particular, to the following bases:

I.- Its name shall be "ODONTORED SEGUROS DENTALES, SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE".

II.- Its share capital shall be variable according to the following:

a).- The fixed minimum capital without right to withdrawal shall be eleven million pesos National Currency.

b).- The variable capital with right to withdrawal in no case may exceed the paid capital without right to withdrawal.

III.- Its corporate domicile shall be Mexico City, Federal District.

ARTICLE FOURTH.- "ODONTORED SEGUROS DENTALES, S.A. DE C.V." shall be subject to the inspection and surveillance of the National Insurance and Bond Commission and the Ministry of Health, in terms of articles 382 and 384 of the Law of Insurance and Bond Institutions.

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

FOURTH.- This official letter must be published in the Federal Official Gazette and in two widely circulated newspapers from the corporate domicile of the institution, within one hundred twenty days following the date of its notification to Odontored Seguros Dentales, S.A. de C.V., in terms of what is provided in article 11 of the Law of Insurance and Bond Institutions, at the expense of the interested parties.

These resolutions are issued based on the information provided by the petitioner contained in the writings sent and are limited exclusively to the modification of the authorization granted to that insurance institution, in the terms described which, in accordance with the applicable provisions, it is the competence of this Commission to resolve, and do not prejudge any act that said company carries out and which implies the prior authorization or approval of other financial, administrative, tax, or any other nature authorities, in terms of current regulations, nor do they validate the legality or validity of the same in case such authorizations or approvals are not obtained.

This is communicated to you, based on articles 41, 45, 66 and 369, section II, 370, last paragraph, and 372, section XLI, of the Law of Insurance and Bond Institutions, as well as articles 6 and 9 of the Internal Regulations of the National Insurance and Bond Commission.

Respectfully,

Effective Suffrage. No Re-election.

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

(R.- 454366)

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