Official Letter Modifying the Authorization for BBVA Seguros Mexico, S.A. de C.V., BBVA Mexico Financial Group, 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 Seguros Mexico, S

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- TREASURY.- Ministry of

Finance and Public Credit.- National Insurance and Bonding Commission.- Presidency.- Official Letter No. 06-C00- 41100-18761/2021.- File: C00.411.13.2.1-S0079"20".- Legal Vice Presidency.- General Directorate

Consultative Legal and Intermediaries.

BBVA INSURANCE MEXICO, S.A. DE C.V.,

BBVA MEXICO FINANCIAL GROUP

(Before BBVA BANCOMER INSURANCE, S.A. DE C.V.,

BBVA BANCOMER FINANCIAL GROUP)

510 Paseo de la Reforma Avenue

Juarez Neighborhood

Cuauhtemoc Municipality

C.P. 06600, Mexico City

SUBJECT:

The authorization to organize,

operate and function as an insurance institution,

granted to BBVA INSURANCE MEXICO, S.A. DE

C.V., BBVA MEXICO FINANCIAL GROUP.

The Federal Government, through the National Insurance and Bonding Commission, prior to the Agreement of its Board of Directors, based on articles 2, section I, 17, 26 and 31, section VIII, of the Organic Law of the Federal Public Administration; 2, section D, section III, of the Internal Regulations of the Ministry of Finance and Public Credit; 11, 75, 366, section VIII, 367, sections I and II, 369, section II, 370,

last

paragraph, 372, section XLI, and 373 of the Law of Insurance and Bonding Institutions; as well as in articles

4, sections I and II, 6 and 9 of the Internal Regulations of the National Insurance and Bonding Commission; issues the present Resolutions in response to the following Background and Considerations:

BACKGROUND

FIRST.- BBVA Bancomer Insurance, S.A. de C.V., BBVA Bancomer Financial Group (BBVA Insurance),

was authorized by the Ministry of Finance and Public Credit (SHCP) to organize and operate as

an insurance institution, through Official Letter 366-IV-7005 of November 29, 1996, published in the Official

Gazette of the Federation (DOF) of February 6, 1997.

This authorization was last modified by this National Insurance and Bonding Commission

through Official Letter 06-C00-41100/60037 of October 25, 2017, published in the DOF of December 22 of

that same year, where it is recorded that this institution is a subsidiary of Banco Bilbao Vizcaya Argentaria, S.A., of the Kingdom

of Spain, through the BBVA Bancomer Financial Group, S.A. de C.V., and is authorized to practice

the

operation of life insurance, the operation of accident and illness insurance, in the branches

of

personal accidents and medical expenses, the operation of damage insurance, in the branches of

civil liability and professional risks, maritime and transport, fire, automobiles, credit in

reinsurance, miscellaneous and catastrophic risks, as well as the operation of re-bonding.

SECOND.- By writings dated January 24 and March 11, 2020, as well as May 7, 2021,

BBVA Insurance requested the approval of this Commission to reform articles one, two,

three and six of its bylaws, resulting from the change of denomination of that institution to BBVA

Insurance Mexico, S.A. de C.V., BBVA Mexico Financial Group.

Through the last mentioned writing, BBVA Insurance presented, among other documentation, a copy of the

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 BBVA Bancomer Financial Group

S.A. de C.V., to adopt the denomination of BBVA Mexico Financial Group, S.A. de C.V., in

the terms agreed by its extraordinary general assembly of shareholders held on August 10, 2020,

partially notarized through public deed 127,053 of August 10, 2020, granted

before the clerk of Lic. Carlos de Pablo Serna, Holder of Public Notary 137 of Mexico City.

THIRD.- Through Official Letter 06-C00-41100-12125/2021 of June 15, 2021, this Commission approved

the modification of articles one, two, three and six of the bylaws of BBVA Insurance.

FOURTH.-

By writing dated July 6, 2021, BBVA Insurance sent the first testimony of the

public deed number 128,980 of July 1, 2021, granted before the clerk of Lic. Carlos de Pablo Serna,

Holder of Public Notary number 137 of Mexico City, which contains the notarization of the minutes of the

extraordinary general assembly of shareholders of said institution, held on June 30, 2021. In that

sense, by Official Letter 06-C00-41100-17141/2021 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 Authorizations Committee, agreed as follows:

« UNIQUE.- THE AUTHORIZATION granted to BBVA Bancomer Insurance, S.A. de C.V.,

BBVA Bancomer Financial Group, is MODIFIED to reflect the reforms made to its

bylaws; as well as to update the legislation applicable to said institution, according to

as described below:

• By change of denomination of BBVA Bancomer Insurance, S.A. de C.V., Group

BBVA Bancomer Financial to BBVA Insurance Mexico, S.A. de C.V., BBVA Mexico Financial

Group.

• To eliminate the words "Federal District" from its social domicile, in accordance with the

" Decree by which various provisions of the

Political Constitution of the United Mexican States are declared reformed and repealed, in matters of political reform

of Mexico City ", published in the Official Gazette of the Federation of January 29

of 2016.

• To eliminate the provisions that refer to the General Law of Insurance Mutual Institutions and Societies,

legislation repealed as of April 4, 2015, and cite the

corresponding ones to the Law of Insurance and Bonding Institutions.

« ... ».

Once the above has been exposed, and

CONSIDERING

FIRST.- That article 369, section II, of the Law of Insurance and Bonding Institutions, 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 that insurance institution.

Based on the above, the following are issued:

RESOLUTIONS

FIRST.- The Proem, as well as Articles First and Third, first paragraph

and sections

I, II and III of the authorization granted to BBVA Insurance (now BBVA Insurance Mexico, S.A. de C.V.,

Group

BBVA Mexico Financial), to organize, operate and function as an insurance institution, subsidiary of Banco

Bilbao Vizcaya Argentaria, S.A., of the Kingdom of Spain, through the BBVA Mexico Financial Group, S.A. de

C.V., are modified, to remain in the following terms:

« AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO BBVA INSURANCE MEXICO,

S.A. DE C.V., BBVA MEXICO FINANCIAL GROUP, TO ORGANIZE, OPERATE AND

FUNCTION AS AN INSURANCE INSTITUTION SUBSIDIARY OF BANCO BILBAO VIZCAYA

ARGENTARIA, S.A., OF THE KINGDOM OF SPAIN, THROUGH THE BBVA MEXICO FINANCIAL GROUP

S.A. DE C.V., IN THE FOLLOWING TERMS:

« ARTICLE FIRST.- In exercise of the power conferred by articles 5, 6 and 33-C of the

repealed General Law of Insurance Mutual Institutions and Societies to the Ministry

of Finance and Public Credit, and which as of April 4, 2015, confer articles 11

and 75 of the Law of Insurance and Bonding Institutions to the National Insurance and Bonding

Commission, authorization is granted to BBVA Insurance Mexico, S.A. de C.V., BBVA Mexico Financial

Group, to operate as an insurance institution subsidiary of Banco Bilbao Vizcaya

Argentaria, S.A., of the Kingdom of Spain, through the BBVA Mexico Financial Group,

S.A.

of

C.V.

« ...

« ARTICLE THIRD.- The subsidiary insurance institution shall be subject to the provisions of the

Law of Insurance and Bonding Institutions, as well as those derived from it, to the

Economic Association Agreement, Political Concertation and Cooperation between the States

United Mexican and the European Community and its Member States, to the General Law of

Commercial Societies, to the Law to Regulate Financial Groupings, insofar as it refers to

its integration into the BBVA Mexico Financial Group, S.A. de C.V., and to the other laws that apply to it

and, in particular, to the following bases:

« I.- The denomination shall be "BBVA Insurance Mexico, S.A. de C.V., BBVA Mexico Financial

Group

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 branch, 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 Bonding Institutions.

« b).- The variable capital with withdrawal rights in no case may be greater than the paid

capital without withdrawal rights.

« III.- The social domicile of the subsidiary insurance institution shall be Mexico City.

« ... »

SECOND.- The authorization granted to BBVA Insurance Mexico, S.A. de C.V., BBVA Mexico Financial

Group, 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 INSURANCE MEXICO,

S.A. DE C.V., BBVA MEXICO FINANCIAL GROUP, TO ORGANIZE, OPERATE AND

FUNCTION AS AN INSURANCE INSTITUTION SUBSIDIARY OF BANCO BILBAO VIZCAYA

ARGENTARIA, S.A., OF THE KINGDOM OF SPAIN, THROUGH THE BBVA MEXICO FINANCIAL GROUP

S.A. DE C.V., IN THE FOLLOWING TERMS:

« ARTICLE FIRST.- In exercise of the power conferred by articles 5, 6 and 33-C of the

repealed General Law of Insurance Mutual Institutions and Societies to the Ministry

of Finance and Public Credit, and which as of April 4, 2015, confer articles 11

and 75 of the Law of Insurance and Bonding Institutions to the National Insurance and Bonding

Commission, authorization is granted to BBVA Insurance Mexico, S.A. de C.V., BBVA Mexico Financial

Group, to operate as an insurance institution subsidiary of Banco Bilbao Vizcaya

Argentaria, S.A., of the Kingdom of Spain, through the BBVA Mexico Financial Group,

S.A.

of

C.V.

« ARTICLE SECOND.- The subsidiary insurance institution is authorized to practice in the

Mexican Republic the operation of life insurance, the operation of accident and

illness insurance, in the branches of personal accidents and medical expenses, the operation of

damage insurance, in the branches of civil liability and professional risks, maritime and

transport, fire, automobiles, credit in reinsurance, miscellaneous and catastrophic risks, as well

as the operation of re-bonding.

« ARTICLE THIRD.- The subsidiary insurance institution shall be subject to the provisions of the

Law of Insurance and Bonding Institutions, as well as those derived from it, to the

Economic Association Agreement, Political Concertation and Cooperation between the States

United Mexican and the European Community and its Member States, to the General Law of

Commercial Societies, to the Law to Regulate Financial Groupings, insofar as it refers to

its integration into the BBVA Mexico Financial Group, S.A. de C.V., and to the other laws that apply to it

and, in particular, to the following bases:

« I.- The denomination shall be "BBVA Insurance Mexico, S.A. de C.V., BBVA Mexico Financial

Group

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 branch, 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 Bonding Institutions.

« b).- The variable capital with withdrawal rights in no case may be greater than the paid

capital without withdrawal rights.

« III.- The social domicile of the subsidiary 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 social domicile of the institution, within one hundred and twenty days following the date

of

its notification to BBVA Insurance Mexico, S.A. de C.V., BBVA Mexico Financial Group in terms of what is

provided in article 11 of the Law of Insurance and Bonding Institutions, at the expense of the interested parties.

This 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 Insurance

Mexico, S.A. de C.V., BBVA Mexico Financial Group, in the terms described that in accordance with the

applicable provisions compete to resolve to this Commission, and does not prejudge any act that said

society carries out and that implies prior authorization or approval of other financial authorities,

administrative, fiscal 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, section I, 17, 26 and 31, section VIII, of the Organic Law of the

Federal Public Administration; 2, section D, section III, of the Internal Regulations of the Ministry of

Finance and Public Credit; 11, 75, 366, section VIII, 367, sections I and II, 369, section II, 370,

last

paragraph, 372, section XLI, and 373 of the Law of Insurance and Bonding Institutions; as well as in articles

4, sections I and II, 6 and 9 of the Internal Regulations of the National Insurance and Bonding Commission.

Respectfully

Mexico City, August 25, 2021.- The President of the National Insurance and Bonding Commission,

Ricardo Ernesto Ochoa Rodríguez .- Rubric.

(R.- 513776)

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