Official Letter Modifying the Authorization for BBVA Pensiones Mexico, S.A. de C.V., Grupo Financiero BBVA Mexico to Organize, Operate, and Function as an Insurance Institution

DOF: 19/11/2021

OFFICIAL LETTER modifying the authorization to organize, operate, and function as an insurance institution, granted to BBVA Pensiones Mexico, S.A. de C.V., Grupo Financiero BBVA Mexico.

A seal with the National Coat of Arms appears on the margin, stating: United Mexican States.- TREASURY.- Ministry of Finance and Public Credit.- National Insurance and Sureties Commission.- Presidency.- Official Letter No. 06-C00- 41100-18760/2021.- File: C00.411.13.2.1-P0905"20".- Legal Vice Presidency.- General Directorate of Legal Advisory and Intermediaries.

BBVA PENSIONES MEXICO, S.A. DE C.V., GRUPO FINANCIERO BBVA MEXICO

(Before PENSIONES BBVA BANCOMER, S.A. DE C.V., GRUPO FINANCIERO BBVA BANCOMER)

Avenida Paseo de la Reforma 510 Juarez Neighborhood Cuauhtemoc Borough C.P. 06600, Mexico City

SUBJECT:

The authorization to organize, operate, and function as an insurance institution, granted to BBVA PENSIONES MEXICO, S.A. DE C.V., GRUPO FINANCIERO BBVA MEXICO, is modified.

The Federal Government, through the National Insurance and Sureties 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; 2, section D, fraction III, of the Internal Regulations of the Ministry of Finance and Public Credit; 11, 75, 366, fraction VIII, 367, fractions I and II, 369, fraction II, 370, last paragraph, 372, fraction XLI, and 373 of the Insurance and Sureties Institutions Law; as well as articles 4, fractions I and II, 6, and 9 of the Internal Regulations of the National Insurance and Sureties Commission; issues the present Resolutions in response to the following Background and Considerations:

BACKGROUND

FIRST.- Pensiones BBVA Bancomer, S.A. de C.V., Grupo Financiero BBVA Bancomer (Pensiones BBVA), was authorized by the Ministry of Finance and Public Credit (SHCP) to organize, operate, and function as an insurance institution, with its corporate purpose being the practice of life insurance, specialized in pension insurance derived from social security laws, through Official Letter 101.-769 of June 17, 1997, published in the Official Gazette of the Federation (DOF) of October 8 of the same year.

This authorization was last modified by the SHCP through Official Letter 366-103/12 of September 28, 2012, where it is recorded that this institution is a subsidiary of Banco Bilbao Vizcaya Argentaria, S.A., of the Kingdom of Spain, through Grupo Financiero BBVA, Bancomer, S.A. de C.V.

SECOND.- By written communication dated January 24 and March 11, 2020, as well as May 7, 2021, Pensiones BBVA requested the approval of this Commission to reform articles one, two, and six of its bylaws, resulting from the change of denomination of that institution to BBVA Pensiones Mexico, S.A. de C.V., Grupo Financiero BBVA Mexico.

Through the last mentioned writing, Pensiones BBVA presented, among other documentation, a copy of Official Letter No. UBVA/045/2021 of March 19, 2021, through which the Banking, Securities and Savings Unit of the SHCP approved the modification of article one of the bylaws of Grupo Financiero BBVA Bancomer, S.A. de C.V., to adopt the denomination Grupo Financiero BBVA Mexico, S.A. de C.V., in the terms agreed upon by its extraordinary general meeting of shareholders held on August 10, 2020, partially notarized through public deed 127,053 of August 10, 2020, granted before the notary public Lic. Carlos de Pablo Serna, Holder of Public Notary Office 137 of Mexico City.

THIRD.- Through Official Letter 06-C00-41100-12124/2021 of June 15, 2021, this Commission approved the modification of articles one, two, and six of the bylaws of Pensiones BBVA.

FOURTH.-

By written communication of July 6, 2021, Pensiones BBVA sent the first testimony of public deed number 128,979 of July 1, 2021, granted before the notary public Lic. Carlos de Pablo Serna, Holder of Public Notary Office number 137 of Mexico City, which contains the notarization of the minutes of the extraordinary general meeting of shareholders of said institution, held on June 30, 2021. In this sense, by Official Letter 06-C00-41100-17140/2021 of July 27, 2021, this Commission received said testimony and ordered its registration in the corresponding Public Registry of Commerce.

FIFTH.-

The Board of Directors of this Commission, in its session 223 of August 24, 2021, taking into consideration the favorable opinion of its Authorization Committee, agreed as follows:

"UNIQUE.- THE AUTHORIZATION granted to Pensiones BBVA Bancomer, S.A. de C.V., Grupo Financiero BBVA Bancomer, is MODIFIED, in order to reflect the reforms made to its bylaws; as well as to update the legislation applicable to said institution, as described below:

·

By change of denomination of Pensiones BBVA Bancomer, S.A. de C.V., Grupo Financiero BBVA Bancomer to BBVA Pensiones Mexico, S.A. de C.V., Grupo Financiero BBVA Mexico.

·

To eliminate the words "Distrito Federal" from its registered address, in accordance with the "Decree declaring reforms and repeals of various provisions of the Political Constitution of the United Mexican States, in matters of the political reform of Mexico City", published in the Official Gazette of the Federation of January 29, 2016.

·

To eliminate the provisions that refer to the General Law of Insurance and Mutual Societies, legislation repealed as of April 4, 2015, and cite the corresponding ones to the Insurance and Sureties Institutions Law.

« ... ».

Once the above has been exposed, and

CONSIDERING

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

SECOND.- That in accordance with what is stated in the Fifth Background of the present, the Board of Directors of this Commission in its session 223 of August 24, 2021, agreed to modify the authorization granted to said insurance institution.

Based on the above, the following are issued:

RESOLUTIONS

FIRST.- The Preamble, as well as Articles First and Third, first paragraph, and fractions I, II, subsection a), and III of the authorization granted to Pensiones BBVA (now BBVA Pensiones Mexico, S.A. de C.V., Grupo Financiero BBVA Mexico), to organize, operate, and function as an insurance institution, subsidiary of Banco Bilbao Vizcaya Argentaria, S.A., of the Kingdom of Spain, through Grupo Financiero BBVA Mexico, S.A. de C.V., are modified, to remain in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO BBVA PENSIONES MEXICO, S.A. DE C.V., GRUPO FINANCIERO BBVA MEXICO, TO ORGANIZE, OPERATE AND FUNCTION AS AN INSURANCE INSTITUTION SUBSIDIARY OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A., OF THE KINGDOM OF SPAIN, THROUGH THE GRUPO FINANCIERO BBVA MEXICO, S.A. DE C.V., IN THE FOLLOWING TERMS:

«ARTICLE FIRST.- In exercise of the power conferred by articles 5 and 33-C of the repealed General Law of Insurance and Mutual Societies on the Ministry of Finance and Public Credit, and which from April 4, 2015, are conferred by articles 11 and 75 of the Insurance and Sureties Institutions Law on the National Insurance and Sureties Commission, authorization is granted to BBVA Pensiones Mexico, S.A. de C.V., Grupo Financiero BBVA Mexico, to organize, operate, and function as an insurance institution subsidiary of Banco Bilbao Vizcaya Argentaria, S.A., of the Kingdom of Spain, through Grupo Financiero BBVA Mexico, S.A. de C.V.

« ...

«ARTICLE THIRD.- The subsidiary insurance institution shall be subject to the provisions of the Insurance and Sureties Institutions Law, as well as those derived from it, to the Economic Association Agreement, Political Concertation and Cooperation between the United Mexican States and the European Community and its Member States, to the General Law of Mercantile Societies, to the Law to Regulate Financial Groups, insofar as it refers to its integration into Grupo Financiero BBVA Mexico, S.A. de C.V., and to the other laws that are applicable to it, and in particular, to the following bases:

«I.- The denomination shall be BBVA Pensiones Mexico, Variable Capital Anonymous Society, Grupo Financiero BBVA Mexico.

«II.- ...

«a).- The insurance institution must have the minimum paid capital that is determined for the year in question, for each operation or line of business, 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 Insurance and Sureties Institutions Law.

«b).- ...

«III.- The registered address of the insurance institution shall be Mexico City.

« ... ».

SECOND.- The authorization granted to BBVA Pensiones Mexico, S.A. de C.V., Grupo Financiero BBVA Mexico, to organize, operate, and function as an insurance institution, after the modification indicated in the previous Resolutive, is integrated in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO BBVA PENSIONES MEXICO, S.A. DE C.V., GRUPO FINANCIERO BBVA MEXICO, TO ORGANIZE, OPERATE AND FUNCTION AS AN INSURANCE INSTITUTION SUBSIDIARY OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A., OF THE KINGDOM OF SPAIN, THROUGH THE GRUPO FINANCIERO BBVA MEXICO, S.A. DE C.V., IN THE FOLLOWING TERMS:

«ARTICLE FIRST.- In exercise of the power conferred by articles 5 and 33-C of the repealed General Law of Insurance and Mutual Societies on the Ministry of Finance and Public Credit, and which from April 4, 2015, are conferred by articles 11 and 75 of the Insurance and Sureties Institutions Law on the National Insurance and Sureties Commission, authorization is granted to BBVA Pensiones Mexico, S.A. de C.V., Grupo Financiero BBVA Mexico, to organize, operate, and function as an insurance institution subsidiary of Banco Bilbao Vizcaya Argentaria, S.A., of the Kingdom of Spain, through Grupo Financiero BBVA Mexico, S.A. de C.V.

«ARTICLE SECOND.- The insurance institution is authorized to practice in insurance the operation of life, specialized in pension insurance derived from social security laws.

«ARTICLE THIRD.- The subsidiary insurance institution shall be subject to the provisions of the Insurance and Sureties Institutions Law, as well as those derived from it, to the Economic Association Agreement, Political Concertation and Cooperation between the United Mexican States and the European Community and its Member States, to the General Law of Mercantile Societies, to the Law to Regulate Financial Groups, insofar as it refers to its integration into Grupo Financiero BBVA Mexico, S.A. de C.V., and to the other laws that are applicable to it, and in particular, to the following bases:

«I.- The denomination shall be BBVA Pensiones Mexico, Variable Capital Anonymous Society, Grupo Financiero BBVA Mexico.

«II.- The social capital shall be variable according to the following:

«a).- The insurance institution must have the minimum paid capital that is determined for the year in question, for each operation or line of business, 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 Insurance and Sureties Institutions Law.

«b).- The variable capital with withdrawal right in no case may be greater than the paid capital without withdrawal right.

«III.- The registered address of the insurance institution shall be Mexico City.

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

THIRD.- This official letter must be published in the Official Gazette of the Federation and in two newspapers of wide circulation from the registered address of the institution, within the one hundred twenty days following the date of its notification to BBVA Pensiones Mexico, S.A. de C.V., Grupo Financiero BBVA Mexico, in terms of what is established in article 11 of the Insurance and Sureties Institutions Law, at the expense of the interested parties.

The present is 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 BBVA Pensiones Mexico, S.A. de C.V., Grupo Financiero BBVA Mexico, in the terms described which in accordance with the applicable provisions compete to resolve to this Commission, and does not prejudge on any act that said society carries out and which implies the prior authorization or approval of other financial authorities, administrative, tax, or of any other nature, national or foreign, in terms of the current regulation, nor validates the legality or validity of the same in case said authorization or approval is not obtained.

The above based on articles 2, fraction I, 17, 26, and 31, fraction VIII, of the Organic Law of the Federal Public Administration; 2, section D, fraction III, of the Internal Regulations of the Ministry of Finance and Public Credit; 11, 75, 366, fraction VIII, 367, fractions I and II, 369, fraction II, 370, last paragraph, 372, fraction XLI, and 373 of the Insurance and Sureties Institutions Law; as well as articles 4, fractions I and II, 6, and 9 of the Internal Regulations of the National Insurance and Sureties Commission.

Respectfully

Mexico City, August 25, 2021.- The President of the National Insurance and Sureties Commission, Ricardo Ernesto Ochoa Rodríguez.- Rubric.

(R.- 513771)

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