Official Letter Modifying the Authorization Granted to Assurant Vida México, S.A. to Operate as an Insurance Institution

DOF: 08/01/2020

OFFICIAL LETTER modifying the authorization granted to Assurant Vida México, S.A.

A seal bearing the National Coat of Arms appears on the margin, which reads: United Mexican States.- SHCP.- Ministry of Finance and Public Credit.- National Insurance and Bonding Commission.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-Advisory Directorate.- File: C00.411.13.2.1-S0068"17".- Official Letter No. 06-C00-41100-48986/2019.

SUBJECT:

The authorization granted

to Assurant Vida México, S.A. is modified.

ASSURANT VIDA MÉXICO, S.A.

Insurgentes Sur 2453, Murano Tower, 3rd Floor, Interior 301

Tizapán San Ángel Neighborhood

Álvaro Obregón Borough

C.P. 01090, Mexico City

Attention:

Lic. Raúl Hernández-Ojeda Alvírez

Legal Representative

The Federal Government, through the National Insurance and Bonding Commission, and after agreement by 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; Article 2, Section D, Section III, of the Internal Regulations of the Ministry of Finance and Public Credit; Articles 11, 75, 366 Section VIII, 367 Sections I and II, 369 Section II, 370 last paragraph, 372 Section XLI, and 373 of the Insurance and Bonding Institutions Law, as well as Articles 4 Sections I and II, 6, and 9 of the Internal Regulations of the National Insurance and Bonding Commission, issues these Resolutions in response to the following Background and Considerations:

BACKGROUND

I.

Assurant Vida México, S.A. was authorized by the Ministry of Finance and Public Credit to function as an insurance institution to conduct life insurance operations, as well as accident and illness insurance operations, in the lines of personal accidents and medical expenses, through Resolution 101.-01166 of September 24, 2004, published in the Official Gazette of the Federation on December 30, 2004. This authorization was last modified by the aforementioned Ministry through Official Letter No. 366-III-1020/13, published in the Official Gazette of the Federation on October 20, 2014.

II.

By writings received by this Commission on November 24, 2017, and January 24 and December 12, 2018, Lic. Raúl Hernández-Ojeda Alvírez, on behalf of Assurant Vida México, S.A., requested approval from this Decentralized Body to reform the first paragraph of Clause Sixth of the corporate bylaws of said Institution, due to the increase in its share capital in the amount of $151,816,000.00 (one hundred fifty-one million eight hundred sixteen thousand pesos 00/100 M.N.), through the issuance of 151,816 common, registered shares, with a nominal value of $1,000.00 (one thousand pesos 00/100 M.N.) each, so that its share capital totals $303,632,000.00 (three hundred three million six hundred thirty-two thousand pesos 00/100 M.N.), as agreed in the Extraordinary General Shareholders' Meeting held on August 9, 2017, whose minutes were attached in simple copy to the aforementioned request.

III.

By Official Letter No. 06-C00-41100/50238 of September 24, 2018, this Commission:

a)

Approved the reform to the first paragraph of Clause Sixth of the corporate bylaws of Assurant Vida México, S.A., resulting from the increase in its share capital to be established at the amount of $303,632,000.00 (three hundred three million six hundred thirty-two thousand pesos 00/100 M.N.), in accordance with the terms agreed in the Extraordinary General Shareholders' Meeting held on August 9, 2017.

b)

Instructed that institution to submit within ninety business days following the date the aforementioned Official Letter was notified, the original and a copy by notarial comparison of the first testimony of the public deed of protocolization of the minutes of the Extraordinary General Shareholders' Meeting held on August 9, 2017.

IV.

By Official Letter No. 06-C00-41100-21455/2019 dated May 14, 2019, this Commission received the first testimony and a copy by notarial comparison of Public Deed No. 83,381 of October 23, 2018, in which the protocolization of the minutes of the Extraordinary General Shareholders' Meeting of August 9, 2017 is recorded, in which the reform to the first paragraph of Clause Sixth of the corporate bylaws of Assurant Vida México, S.A. was agreed upon, having fulfilled the Fifth Resolutive Clause of Official Letter No. 06-C00-41100/50238 of September 24, 2018.

V.

As a result of what is stated in Backgrounds III and IV of this Official Letter, the National Insurance and Bonding Commission presented before the Authorizations Committee of said Commission, the proposal to modify the authorization of Assurant Vida México, S.A., to effect the modification regarding the amount of share capital it holds, stating that its capital must be expressed in Investment Units and covered in national currency, as ordered by Article 49, first paragraph, of the Insurance and Bonding Institutions Law.

VI.

The aforementioned modification was submitted to the consideration of the Board of Directors of the National Insurance and Bonding Commission in its session 209 of August 27, 2019, which, taking into account the favorable opinion issued by the Authorizations Committee of the same Commission, agreed as follows:

« SOLE.- THE AUTHORIZATION granted to Assurant Vida México, S.A. is MODIFIED, to effect reflect the modifications made in its corporate bylaws regarding the amount of its share capital in order to state that its capital must be expressed in Investment Units and covered in national currency as ordered by Article 49, first paragraph, of the Insurance and Bonding Institutions Law. »

CONSIDERATIONS

FIRST.- That Article 369, Section II, of the Insurance and Bonding Institutions Law, provides that it is the competence of the Board of Directors of this Commission, among others, to modify the authorizations to organize, operate, and function as an insurance institution.

SECOND.- That as a result of the resolution issued in the aforementioned Official Letter No. 06-C00-41100/50238 dated September 24, 2018, the terms of the authorization granted to that insurance institution must be modified.

THIRD.- That in terms of what is stated in Background VI of this Official Letter, the Board of Directors of this Commission in its Session 209, agreed to modify the bases of the authorization granted to that insurance institution.

In view of the foregoing, the following are issued:

RESOLUTIONS

FIRST.- The Preamble, Articles First and Third, base II, of the authorization granted to Assurant Vida México, S.A. to operate as an insurance institution are modified, so that the indicated parts remain in the following terms:

« AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO ASSURANT VIDA MÉXICO, S.A., TO ORGANIZE AND FUNCTION AS AN INSURANCE INSTITUTION, SUBSIDIARY OF CARIBBEAN AMERICAN LIFE ASSURANCE COMPANY, OF THE FREE ASSOCIATED STATE OF PUERTO RICO, THROUGH THE RELATED COMPANY ASSURANT HOLDING MÉXICO, S. DE R.L. DE C.V., OF THE UNITED MEXICAN STATES, 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 to the Ministry of Finance and Public Credit, and which from April 4, 2015, are conferred by Articles 11 and 75 of the Insurance and Bonding Institutions Law to the National Insurance and Bonding Commission, authorization is granted to Assurant Vida México, S.A., to organize and function as an insurance institution subsidiary of Caribbean American Life Assurance Company, a financial institution from outside the Free Associated State of Puerto Rico, through the related company Assurant Holding México, S. de R.L. de C.V., of the United Mexican States.

« ...

« ARTICLE THIRD.- The subsidiary insurance institution shall be subject to the North American Free Trade Agreement, celebrated between the United Mexican States, Canada, and the United States of America, to the provisions of the Insurance and Bonding Institutions Law, as well as those derived from it, to the General Law of Commercial Companies, and to the other laws applicable to it, and in particular, to the following bases:

« ...

« II.- The subsidiary insurance institution must have the minimum paid-in capital determined for the year in question, for each operation or line for which it is authorized, expressed in Investment Units and which must be covered in national currency, as ordered by Article 49, first paragraph, of the Insurance and Bonding Institutions Law.

« ... ».

SECOND.- The authorization granted to Assurant Vida México, S.A. to organize and operate as an insurance institution, after the modification indicated in the previous Resolutive, remains entirely in the following terms:

« AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO ASSURANT VIDA MÉXICO, S.A., TO ORGANIZE AND FUNCTION AS AN INSURANCE INSTITUTION, SUBSIDIARY OF CARIBBEAN AMERICAN LIFE ASSURANCE COMPANY, OF THE FREE ASSOCIATED STATE OF PUERTO RICO, THROUGH THE RELATED COMPANY ASSURANT HOLDING MÉXICO, S. DE R.L. DE C.V., OF THE UNITED MEXICAN STATES, 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 to the Ministry of Finance and Public Credit, and which from April 4, 2015, are conferred by Articles 11 and 75 of the Insurance and Bonding Institutions Law to the National Insurance and Bonding Commission, authorization is granted to Assurant Vida México, S.A., to organize and function as an insurance institution subsidiary of Caribbean American Life Assurance Company, a financial institution from outside the Free Associated State of Puerto Rico, through the related company Assurant Holding México, S. de R.L. de C.V., of the United Mexican States.

« ARTICLE SECOND.- The subsidiary insurance institution is authorized to conduct life insurance operations, as well as accident and illness insurance operations, in the lines of personal accidents and medical expenses.

« ARTICLE THIRD.- The subsidiary insurance institution shall be subject to the North American Free Trade Agreement, celebrated between the United Mexican States, Canada, and the United States of America, to the provisions of the Insurance and Bonding Institutions Law, as well as those derived from it, to the General Law of Commercial Companies, and to the other laws applicable to it, and in particular, to the following bases:

« I.- The name shall be Assurant Vida de México, Sociedad Anónima.

« II.- The subsidiary insurance institution must have the minimum paid-in capital determined for the year in question, for each operation or line for which it is authorized, expressed in Investment Units and which must be covered in national currency, as ordered by Article 49, first paragraph, of the Insurance and Bonding Institutions Law.

« III.- The corporate domicile of the subsidiary insurance institution shall be Mexico City, Federal District.

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

THIRD.- These resolutions 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 twenty days following the date of their notification to Assurant Vida México, S.A., in terms of what is provided in Article 75, second paragraph, in relation to Article 11 of the Insurance and Bonding Institutions Law, at the expense of the interested parties.

These resolutions are issued based on the information provided by the petitioner contained in the writings sent and are limited exclusively to the modification of the authorization originally granted to Assurant Vida México, S.A., in the terms described that, in accordance with the applicable provisions, it is the competence of this Commission to resolve, and do not prejudge any act that said society carries out that implies prior authorization or approval from other financial, administrative, tax, or any other authorities, in terms of current regulations, nor do they validate the legality or validity of the same in case such authorization or approval is not obtained.

This is made known to you, based on Articles 2, Section I, 17, 26, and 31, Section VIII, of the Organic Law of the Federal Public Administration; Article 2, Section D, Section III, of the Internal Regulations of the Ministry of Finance and Public Credit; Articles 11, 75, 366, Section VIII, 367 Sections I and II, 369 Section II, 370 last paragraph, 372 Section XLI, and 373 of the Insurance and Bonding Institutions Law, as well as Articles 4, Sections I and II, 6, and 9 of the Internal Regulations of the National Insurance and Bonding Commission.

Respectfully,

Mexico City, September 9, 2019. - The President of the National Insurance and Bonding Commission, Ricardo Ernesto Ochoa Rodríguez. - Rubric.

(R.- 490967)

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