Official Letter Modifying the Authorization for BBVA Seguros Salud México, S.A. de C.V., Grupo Financiero BBVA México 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 Salud México, S.A. de C.V., Grupo Financiero BBVA México.

A seal bearing 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-C00-41100-18759/2021.- File: C00.411.13.2.1-H0704"20".- Legal Vice Presidency.- General Directorate of Legal Advisory and Intermediaries.

BBVA SEGUROS SALUD MÉXICO, S.A. DE C.V., GRUPO FINANCIERO BBVA MÉXICO

(Before BBVA Bancomer Seguros Salud, S.A. de C.V., Grupo Financiero BBVA Bancomer)

Avenida Paseo de la Reforma 510 Juárez Neighborhood Cuauhtémoc Borough C.P. 06600, Mexico City

SUBJECT:

The authorization to organize, operate, and function as an insurance institution, granted to BBVA SEGUROS SALUD MÉXICO, S.A. DE C.V., GRUPO FINANCIERO BBVA MÉXICO 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 Law of Insurance and Sureties Institutions; as well as articles 4, fractions I and II, 6, and 9 of the Internal Regulations of the National Insurance and Sureties Commission, issues these Resolutions in response to the following Background and Considerations:

BACKGROUND

FIRST.- BBVA Bancomer Seguros Salud, S.A. de C.V., Grupo Financiero BBVA Bancomer (BBVA Seguros Salud) was authorized by the Ministry of Finance and Public Credit (SHCP) to organize and operate as a specialized health insurance institution, with its corporate purpose being the practice of insurance operations for accidents and illnesses, in the health and medical expense lines, through Official Letter 366-IV-1804 of April 12, 2002, published in the Official Gazette of the Federation (DOF) on July 29 of the same year.

This authorization was last modified by the SHCP through Official Letter 366-004/13 of January 28, 2013, which states 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 letters dated January 24 and March 11, 2020, as well as May 7, 2021, BBVA Seguros Salud requested this Commission's approval to reform articles one, two, three, and six of its corporate bylaws, resulting from the change of denomination of that institution to BBVA Seguros Salud México, S.A. de C.V., Grupo Financiero BBVA México.

Through the aforementioned last letter, BBVA Seguros Salud 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 corporate bylaws of Grupo Financiero BBVA Bancomer, S.A. de C.V., to adopt the denomination Grupo Financiero BBVA México, 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-C00-41100-12123/2021 of June 15, 2021, this Commission approved the modification of articles one, two, three, and six of the corporate bylaws of BBVA Seguros Salud.

FOURTH.- By letter of July 6, 2021, BBVA Seguros Salud submitted the first testimony of public deed number 128,981 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 regard, by Official Letter 06-C00-41100-17139/2021 of July 27, 2021, this Commission received said testimony and ordered its registration in the corresponding Public Commerce Registry.

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 Seguros Salud, S.A. de C.V., Grupo Financiero BBVA Bancomer is MODIFIED to reflect the reforms made to its corporate bylaws; as well as to update the legislation applicable to said institution, as described below:

·

By change of denomination of BBVA Bancomer Seguros Salud, S.A. de C.V., Grupo Financiero BBVA Bancomer to BBVA Seguros Salud México, S.A. de C.V., Grupo Financiero BBVA México.

·

To eliminate the words "Federal District" from its corporate domicile, 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 on January 29, 2016.

·

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

« ... »

Having exposed the above, and

CONSIDERATIONS

FIRST.- That article 369, fraction II, of the Law of Insurance and Sureties 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 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 BBVA Seguros Salud (now BBVA Seguros Salud México, S.A. de C.V., Grupo Financiero BBVA México), to organize, operate, and function as a specialized health insurance institution, subsidiary of Banco Bilbao Vizcaya Argentaria, S.A., of the Kingdom of Spain, through Grupo Financiero BBVA México, S.A. de C.V., are modified, to read as follows:

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

"ARTICLE FIRST.- In exercise of the faculty conferred by articles 5 and 33-C of the repealed General Law of Insurance Mutual Institutions and Societies to the Ministry of Finance and Public Credit, and which from April 4, 2015, are conferred by articles 11 and 75 of the Law of Insurance and Sureties Institutions to the National Insurance and Sureties Commission, BBVA Seguros Salud México, S.A. de C.V., Grupo Financiero BBVA México is authorized to organize, operate, and function as a specialized health insurance institution, subsidiary of Banco Bilbao Vizcaya Argentaria, S.A., of the Kingdom of Spain, through Grupo Financiero BBVA México, S.A. de C.V.

« ... »

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

"I.- The denomination shall be BBVA Seguros Salud México, Variable Capital Anonymous Company, Grupo Financiero BBVA México.

"II.- ...

"a).- The insurance institution must have the minimum paid-in capital determined for the year in question, for each operation or line of business 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 Sureties Institutions.

"b).- ...

"III.- The corporate domicile of the subsidiary insurance institution shall be Mexico City.

« ... ».

SECOND.- The authorization granted to BBVA Seguros Salud México, S.A. de C.V., Grupo Financiero BBVA México 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 SEGUROS SALUD MÉXICO, S.A. DE C.V., GRUPO FINANCIERO BBVA MÉXICO, TO ORGANIZE, OPERATE AND FUNCTION AS A SPECIALIZED HEALTH INSURANCE INSTITUTION, SUBSIDIARY OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A., OF THE KINGDOM OF SPAIN, THROUGH GRUPO FINANCIERO BBVA MÉXICO, S.A. DE C.V., IN THE FOLLOWING TERMS:

"ARTICLE FIRST.- In exercise of the faculty conferred by articles 5 and 33-C of the repealed General Law of Insurance Mutual Institutions and Societies to the Ministry of Finance and Public Credit, and which from April 4, 2015, are conferred by articles 11 and 75 of the Law of Insurance and Sureties Institutions to the National Insurance and Sureties Commission, BBVA Seguros Salud México, S.A. de C.V., Grupo Financiero BBVA México is authorized to organize, operate, and function as a specialized health insurance institution, subsidiary of Banco Bilbao Vizcaya Argentaria, S.A., of the Kingdom of Spain, through Grupo Financiero BBVA México, S.A. de C.V.

"ARTICLE SECOND.- The subsidiary insurance institution is authorized to practice in the Mexican Republic, the operation of accident and illness insurance, in the lines of health and medical expenses.

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

"I.- The denomination shall be BBVA Seguros Salud México, Variable Capital Anonymous Company, Grupo Financiero BBVA México.

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

"a).- The insurance institution must have the minimum paid-in capital determined for the year in question, for each operation or line of business 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 Sureties Institutions.

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

"III.- The corporate 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 widely circulated newspapers from the corporate domicile of the institution, within one hundred and twenty days following the date of its notification to BBVA Seguros Salud México, S.A. de C.V., Grupo Financiero BBVA México, in terms of what is established in article 11 of the Law of Insurance and Sureties Institutions, at the expense of the interested parties.

This is issued based on the information provided by the petitioner contained in the letters submitted and is limited exclusively to the modification of the authorization granted to BBVA Seguros Salud México, S.A. de C.V., Grupo Financiero BBVA México, in the terms described which, in accordance with applicable provisions, it is the responsibility of this Commission to resolve, and does not prejudge any act that said company carries out that implies prior authorization or approval of other financial, administrative, tax, or any other nature, national or foreign authorities, in terms of current regulations, nor does it validate the legality or validity thereof in case such authorization or approval is not obtained.

The above is 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 Law of Insurance and Sureties Institutions; 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.- 513780)

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