Official Letter Modifying the Authorization for Grupo Financiero Aserta, S.A. de C.V. to Operate as a Financial Group

DOF: 30/06/2022

OFFICIAL LETTER modifying the authorization to constitute and operate as a financial group for Grupo Financiero Aserta, S.A. de C.V.

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- TREASURY.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Unit of Insurance, Pensions and Social Security.- General Legal Directorate for Insurance, Sureties and Pensions.- Official Letter No. 366-III-162/2022.

GRUPO FINANCIERO ASERTA, S.A. DE C.V.

Camino a Santa Teresa No. 1040, Floor 7

Col. Jardines en la Montaña

C.P. 14210

Attention:

José Manuel Campero Pardo

Representative

The Federal Government, through this Ministry of Finance and Public Credit, based on the provisions of Article 31, fraction XXXII of the Organic Law of the Federal Public Administration, Article 11 of the Law to Regulate Financial Groups, and Article 36, fraction VI and Article 105, penultimate paragraph of the Internal Regulations of the Ministry of Finance and Public Credit, issues the resolution indicated below, in consideration of the following background and considerations:

BACKGROUND

I.

Grupo Financiero Aserta, S.A. de C.V. (GF Aserta) is a company authorized by this Ministry to constitute and operate as a holding company and authorized to operate the respective financial group, as evidenced by resolution 101.-1164 of December 21, 2007, published in the Official Gazette of the Federation on July 8, 2010, and last modified by official letter 366-III-017/17 of January 24, 2017, published in the Official Gazette of the Federation on May 3, 2017.

II.

With official letter 366-III-200/16 of May 27, 2016, the Unit of Insurance, Pensions and Social Security approved the reform to the bylaws of GF Aserta, so that the current denomination of the insurance institution Aserta Seguros Vida, S.A. de C.V., Grupo Financiero Aserta (formerly Alcanza Seguros, S.A. de C.V.) would be expressed, and to adjust to the Law to Regulate Financial Groups, published in the Official Gazette of the Federation on January 10, 2014, in the terms contained in deed 102,632 of May 12, 2016.

III.

Through official letters 06-C00-41100/01284 and 06-C00-41100/01517 of January 31, 2017, the National Insurance and Sureties Commission authorized Aseguradora Aserta, S.A. de C.V., Grupo Financiero Aserta (formerly Afianzadora Aserta, S.A. de C.V., Grupo Financiero Aserta) and Aseguradora Insurgentes, S.A. de C.V., Grupo Financiero Aserta (formerly Afianzadora Insurgentes, S.A. de C.V., Grupo Financiero Aserta), respectively, to organize and operate as insurance institutions, in the lines of surety and credit, including, in addition, the operation in lines and sub-lines of sureties.

IV.

Through official letter 366-III-075/17 of April 6, 2017, the Unit of Insurance, Pensions and Social Security:

a)

Approved the modification to the second clause of the bylaws of GF Aserta, in order to state that among the financial entities that make up the financial group, Aseguradora Aserta, S.A. de C.V., Grupo Financiero Aserta and Aseguradora Insurgentes, S.A. de C.V., Grupo Financiero Aserta are included.

This is due to the authorization granted by the National Insurance and Sureties Commission, cited in Background III.

b)

Approved the modification to the single liability agreement, with the object of:

i.

Reflecting in the preamble and in the sixth clause the current denomination of Aserta Seguros Vida, S.A. de C.V., Grupo Financiero Aserta, in accordance with the approval granted by this Ministry through official letter 366-III-200/16, cited in Background II.

ii.

Adapting it to the Law to Regulate Financial Groups, in accordance with Article Fifty-Two of the Transitory Provisions of the Decree by which various provisions in financial matters are reformed, added and repealed and the Law to Regulate Financial Groups is issued, published in the Official Gazette of the Federation on January 10, 2014.

iii.

Establishing the new type of financial entities that make up GF Aserta, in virtue of what is stated in the previous subsection a).

c)

Requested to send the first testimony and three simple copies of the public deed with registration data in the Public Commerce Registry, in which the extraordinary general assembly of shareholders of GF Aserta of June 23, 2016, was notarized, which contains the modification to the second clause of its bylaws, as well as the modifying agreement to the single liability agreement, for the purpose of proceeding to modify the authorization granted to that financial group, to organize as a holding company and to constitute and operate as a financial group.

V.

With official letters 366-III-017/18, 366-III-162/19 and 366-III-096/2021 of January 29, 2018, May 2, 2019 and April 22, 2021, respectively, this Administrative Unit requested compliance with what is stated in subsection c) of the previous Background IV.

VI.

Through a written submission of October 15, 2021, GF Aserta sent the first testimony and three simple copies of public deed 63,078 of July 26, 2021, duly registered in the Public Commerce Registry, granted before the notary of Lic. Emiliano Zubiría Maqueo, Public Notary No. 25 with practice in Mexico City, which contains the notarization of the minutes of the extraordinary general assembly of shareholders of the cited financial group of June 23, 2016, in which the modification to the second clause of its bylaws was resolved, as well as the modification to the single liability agreement.

VII.

With a written submission of October 27, 2021, GF Aserta sent the original of the modifying agreement to the single liability agreement to comply with what is stated in subsection c) of Background IV, previous.

VIII.

With a written submission of December 22, 2021, received on January 17, 2021, GF Aserta sends the First Testimony of public deed No. 63,078 of July 26, 2021, duly registered in the Public Commerce Registry, granted before the notary of Lic. Emiliano Zubiría Maqueo, Public Notary No. 25 with practice in Mexico City, which contains, added to the appendix, the Single Liability Agreement.

CONSIDERATIONS

I.

That, in accordance with the second paragraph of Article 20 of the Law to Regulate Financial Groups, once the bylaws, the single liability agreement or its modifications are approved, the public instrument in which they are recorded must be registered in the Public Commerce Registry.

II.

That the terms of the authorization granted to Grupo Financiero Aserta, S.A. de C.V. must be modified to provide for the financial entities that make up the financial group, for the reasons stated in Background IV.

III.

That it sent to this Ministry the first testimony of public deed 63,078 of July 26, 2021, with registration data in the Public Commerce Registry.

IV.

That, from the analysis of the request presented by Grupo Financiero Aserta, S.A. de C.V., as well as the information and documentation received, it was concluded that from the legal and administrative point of view it is appropriate to issue the present

RESOLUTION

First. - The Fifth Resolutive of the authorization granted to Grupo Financiero Aserta, S.A. de C.V., to constitute and operate as a financial group, is modified, to remain in the following terms:

FIFTH. - The financial group will be integrated by the holding company and by the following financial entities:

Aseguradora Aserta, S.A. de C.V., Grupo Financiero Aserta.

Aseguradora Insurgentes, S.A. de C.V., Grupo Financiero Aserta.

Aserta Seguros Vida, S.A. de C.V., Grupo Financiero Aserta.

Likewise, the Company will participate in the social capital of the following Service Provider company: Corporación de Servicios San José, S.A. de C.V., Grupo Financiero Aserta.

Second. - The authorization granted to Grupo Financiero Aserta, S.A. de C.V. to constitute and operate as a financial group, after the modification indicated in the previous Resolutive, remains entirely in the following terms:

FIRST. - In exercise of the faculty granted to the Federal Government by Article 11 of the Law to Regulate Financial Groups, this Ministry authorizes the organization of Grupo Financiero Aserta, S.A. de C.V. as a holding company and the constitution and operation of the respective financial group.

SECOND. - The denomination of the holding company of the financial group to which this refers will be "Grupo Financiero Aserta, S.A. de C.V."

THIRD. - The holding company will have as its object to participate, directly or indirectly, in the social capital of the financial entities that are part of the financial group.

FOURTH. - The holding company of Grupo Financiero Aserta, S.A. de C.V. must maintain directly or indirectly more than fifty percent of the shares representing the social capital of the financial entities that are part of the financial group.

FIFTH. - The financial group will be integrated by the holding company and by the following financial entities:

Aseguradora Aserta, S.A. de C.V., Grupo Financiero Aserta.

Aseguradora Insurgentes, S.A. de C.V., Grupo Financiero Aserta.

Aserta Seguros Vida, S.A. de C.V., Grupo Financiero Aserta.

Likewise, the Company will participate in the social capital of the following Service Provider company: Corporación de Servicios San José, S.A. de C.V., Grupo Financiero Aserta.

SIXTH. - The social capital of Grupo Financiero Aserta, S.A. de C.V. is variable.

SEVENTH. - The domicile of the holding company will be Mexico City, (then) Federal District.

EIGHTH. - The holding company will be subject to inspection and supervision by the National Insurance and Sureties Commission.

NINTH. - The authorization referred to in this resolution is, by its very nature, non-transferable.

TENTH. - In what is not expressly stated by this resolution, Grupo Financiero Aserta, S.A. de C.V., will be subject to the Law to Regulate Financial Groups, the General Rules of Financial Groups and the other norms that, by their very nature, are applicable to it, as well as all that legislation and regulation currently in force applicable to the matter or that which is issued in the future.

Third. - This resolution will be published in the Official Gazette of the Federation, at the expense of Grupo Financiero Aserta, S.A. de C.V., in accordance with what is established in Article 11 of the Law to Regulate Financial Groups.

Respectfully

Mexico City, May 26, 2022. - In substitution for the absence of the General Legal Director for Insurance, Sureties and Pensions, in accordance with Article 105, penultimate paragraph of the Internal Regulations of the Ministry of Finance and Public Credit: the Legal Director,

Guadalupe

Rosales Pérez. - Rubric.

(R.- 522637)

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