Official Letter Modifying the Authorization for Agroasemex, S.A. to Organize, Operate, and Function as an Insurance Institution — SHCP — MX

DOF: 13/05/2024

OFFICIAL LETTER modifying the authorization to organize, operate, and function as an insurance institution, granted to Agroasemex, S.A.

At the margin, a seal with the National Emblem, which reads: United Mexican States.- TREASURY.- Ministry of Finance and Public Credit.- National Insurance and Bonds Commission.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Official Letter No. 06-C00-41100-03841/2024.-

File: C00.411.3S.2-S0074"23".

AGROASEMEX, S.A.

Av. Constituyentes 124 Pte.

Colonia El Carrizal

C.P. 76000, Santiago de Querétaro, Qro.

SUBJECT:

The authorization to organize, operate, and function as an insurance institution, granted to Agroasemex, S.A., is modified.

The Federal Government, through the National Insurance and Bonds Commission, prior to the Agreement of its Board of Directors, based on articles 2, fraction I, 17, 26 and 31, fraction VIII, of the Organic Law of the Federal Public Administration; 4, section G, fraction III, 48 and 49 of the Internal Regulations of the Ministry of Finance and Public Credit; 11, 366, fraction VIII, 367, fractions I and II, 369, fraction II, 370, last paragraph, 372, fraction XLI, and 373 of the Law of Insurance and Bonds Institutions; as well as articles 4, fractions I and II, 6 and 9 of the Internal Regulations of the National Insurance and Bonds Commission, issues these Resolutions in response to the following Background and Considerations:

BACKGROUND

FIRST.- Agroasemex, S.A. (Agroasemex) was authorized by the Ministry of Finance and Public Credit (SHCP) for its constitution and organization as an insurance institution in the practice of insurance and reinsurance of life operations, accidents and diseases, and damages, in the branches of civil liability and professional risks, maritime and transports, fire, agricultural, automobiles and various, by official letter published in the Official Gazette of the Federation (DOF) on June 7, 1990. This authorization was last modified by the SHCP through official letter 366-IV-3619 of July 3, 2003, published in the DOF on September 5 of that same year.

SECOND.- By official letters U.J.257/2022 of August 8, 2022 and U.J.282/2022 of September 8 of the same year, Agroasemex requested the approval of this Commission to modify the first paragraph of article six of its bylaws due to an increase in its share capital, so that it would amount to $4,304,660,991.29 (Four billion three hundred four million six hundred sixty thousand nine hundred ninety-one pesos 29/100 M.N.).

THIRD.-

By official letter 06-C00-41000-06536/2022 of October 10, 2022, this Commission approved the modification of the first paragraph of article six of the bylaws of Agroasemex due to an increase in its share capital.

FOURTH.- Through official letter UJ 02/2023 received in the registry office of this Commission on January 6, 2023, Agroasemex submitted to this Commission the first copy of public deed number 44,097 of December 29, 2022, granted before the notary of Lic. Francisco de A. González Pérez, holder of Public Notary Number 15 of Santiago de Querétaro, State of Querétaro, in which the protocolization of the minutes of the extraordinary general shareholders' meeting of August 31, 2022, is recorded, through which the modification of the first paragraph of article six of its bylaws was agreed.

FIFTH.- By official letter 06-C00-41100-00257/2023 of January 11, 2023, this Commission accepted the aforementioned public deed as presented and ordered its registration in the corresponding Public Commerce Registry.

SIXTH.- By official letter UJ 58/2023 of February 9, 2023, Agroasemex presented to this Commission the first copy of public deed number 44,097 of December 29, 2022, which was registered on January 24, 2023, with electronic commercial folio 154 in the Public Commerce Registry headquartered in the City of Santiago de Querétaro, State of Querétaro.

SEVENTH.- By official letter 06-C00-41100-01392/2023 of February 14, 2023, this Body agreed to the presentation of the aforementioned deed.

EIGHTH.- By official letter U.J. 201/2023 of July 20, and its extensions, U.J. 222/2023 of August 15, U.J. 236/2023 of August 29, U.J. 238/2023 of August 30 and U.J. 246/2023 of September 14, all of 2023, Agroasemex requested the approval of this Commission to modify its bylaws.

NINTH.-

By official letter 06-C00-41100-14132/2023 of October 2, 2023, this Commission approved the comprehensive modification of the bylaws of Agroasemex and instructed the latter to submit the first copy of the public instrument in which the protocolization of the minutes of the extraordinary general shareholders' meeting of September 22, 2023, is recorded.

TENTH.- Through official letter DG.UJ.DJC/333/2023 of December 15, 2023, received in the registry office of this Commission on the same date, Agroasemex submitted the first copy of public deed number 2,463 of December 13, 2023, granted before the notary of Lic. Héctor César Jiménez Arreola, holder of Public Notary Number 2, of the City of Cadereyta de Montes, State of Querétaro, in which the protocolization of the minutes of the extraordinary general shareholders' meeting of September 22, 2023, is recorded, through which the comprehensive modification of its bylaws was agreed.

ELEVENTH.- By official letter 06-C00-41100-00023/2024 of January 29, 2024, this Decentralized Body had fulfilled what was instructed in the second resolution of the aforementioned official letter 06-C00-41100-14132/2023 of October 2, 2023; ordering the registration of the described public instrument in the corresponding Public Commerce Registry and submitting the first copy of such deed with the registration data from the corresponding Registry.

TWELFTH.- The Board of Directors of this Commission in its Session 238, held on February 27, 2024, taking into consideration the favorable opinion issued by the Authorizations Committee, agreed as follows:

"UNIQUE.- MODIFY the authorization granted to Agroasemex, S.A., in order to reflect the reform carried out in its bylaws, as follows:

The substitution of references to the General Law of Insurance and Mutual Insurance Companies by the Law of Insurance and Bonds Institutions, in accordance with the Decree by which the Law of Insurance and Bonds Institutions is issued and various provisions of the Law on the Insurance Contract are reformed and added, published in the Official Gazette of the Federation on April 4, 2013.
The elimination of the reference "Earthquake", in virtue that in accordance with articles 25, fraction III, subsection j), and 27, fraction XV, of the Law of Insurance and Bonds Institutions, earthquake risks are included in the Catastrophic Risks branch.
It is specified that the minimum paid-in capital will be the equivalent in national currency to the value of the Investment Units determined by the Commission, with the agreement of its Board of Directors, through general provisions, as established in article 49, first paragraph, of the Law of Insurance and Bonds Institutions.

This is based on articles 11, 66 and 369, fraction II, of the LISF; in Provisions 2.3.1 to 2.3.3. and 2.3.7. of the CUSF. "

Once the above has been exposed, and:

CONSIDERATIONS

FIRST.- That article 369, fraction II, of the Law of Insurance and Bonds Institutions (LISF), provides that it is the competence of the Board of Directors of this Commission to modify the authorizations to organize, operate, and function as an insurance institution.

SECOND.- That derived from official letters 06-C00-41000-06536/2022 of October 10, 2022 and 06-C00-41100-14132/2023 of October 2, 2023, described in Backgrounds Third and Ninth of this official letter, it is appropriate to modify the terms of the authorization granted to that insurance institution.

THIRD.- That in accordance with what is stated in Background Twelfth of this Official Letter, the Board of Directors of this Commission, in its Session 238 held on February 27, 2024, agreed to modify the authorization granted to Agroasemex.

In view of the foregoing, the following are issued:

RESOLUTIONS

FIRST.- The authorization granted to Agroasemex to organize, operate, and function as an insurance institution is modified, to remain in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO AGROASEMEX, S.A., TO ORGANIZE, OPERATE AND FUNCTION AS AN INSURANCE INSTITUTION, UNDER THE FOLLOWING TERMS:

" ARTICLE FIRST.- In exercise of the faculty conferred by the Government Federal under 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 by article 11 of the Law of Insurance and Bonds Institutions to the National Insurance and Bonds Commission, Agroasemex, S.A., is authorized to operate as an insurance institution.

" ARTICLE SECOND.- The insurance institution is authorized to practice in insurance and reinsurance the life operation, the accidents and diseases operation in the branches of personal accidents and medical expenses, the damages operation in the branches of civil liability and professional risks, maritime and transports, fire, agricultural and animals, automobiles, various, as well as catastrophic risks.

" ARTICLE THIRD.- The insurance institution shall be subject to the Law of Insurance and Bonds Institutions, as well as the general provisions derived from it, the General Law of Commercial Companies, to the other laws applicable to it and, in particular, to the following bases:

" I.- The name shall be Agroasemex, Sociedad Anónima.

" II.- The insurance institution must have the minimum paid-in capital determined for the year in question, for each operation or branch it has authorized, which must be expressed in Investment Units and paid in national currency, as ordered by article 49, first paragraph, of the Law of Insurance and Bonds Institutions.

" III.- The social domicile of the insurance institution shall be in Santiago de Querétaro, Querétaro.

" ARTICLE FOURTH.- By its very nature, this authorization is intransmissible".

SECOND.- This official letter must be published in the Official Gazette of the Federation and in two widely circulated newspapers of the social domicile of Agroasemex, within the one hundred twenty days following the date of its notification, in terms of what is established in article 11 of the Law of Insurance and Bonds Institutions, at the expense of the interested parties.

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

Respectfully,

Mexico City, March 7, 2024.- The President of the National Insurance and Bonds Commission, Ricardo Ernesto Ochoa Rodríguez.- Signature.

(R.- 552168)

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