Official Letter Modifying the Authorization Granted to Atradius Seguros de Crédito, S.A.

DOF: 16/04/2018

OFFICIAL LETTER modifying the authorization granted to Atradius Seguros de Crédito, S.A.

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- Ministry of Finance and Public Credit.- National Insurance and Sureties Commission.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-Advisory Directorate.- File: C00.411.13.2.1-S0007"15".- Official Letter No. 06-C00-41100/69460.

SUBJECT:

The authorization granted to Atradius Seguros de Crédito, S.A. is modified.

ATRADIUS SEGUROS DE CRÉDITO, S.A. Avenida Miguel Ángel de Quevedo 696 Col. Villa Coyoacán Coyoacán 04000, Mexico City

Attention: Mr. René Guido Gamboa Boehm Legal Representative

The Federal Government through the National Insurance and Sureties Commission, and with prior Agreement of its Board of Directors, based on articles 11, 75, 369, section II, 370, last paragraph, and 372, section XLI, of the Insurance and Sureties Institutions Law, as well as articles 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

Atradius Seguros de Crédito was authorized by the Ministry of Finance and Public Credit to function and operate as an insurance institution, through Official Letter 102-E-366-DGSV-I-B-a-744 of February 8, 1991. This authorization was last modified by Official Letter 366-IV-B-1804/07 of November 7, 2007.

With letters dated July 14 and August 26, 2015, December 9, 2016, and May 19, 2017, Mr. René Guido Gamboa Boehm, in his capacity as legal representative of Atradius Seguros de Crédito, S.A., requested approval from this Commission to carry out the comprehensive modification of the corporate bylaws of said institution, in accordance with the draft minutes of the Extraordinary General Meeting of Shareholders, attached to the aforementioned request.

Through Official Letter 06-C00-41100/60844 of October 30, 2017, this Commission approved the comprehensive modification of the corporate bylaws of Atradius Seguros de Crédito, S.A., in the terms agreed upon in the notarization of the minutes of the Extraordinary General Meeting of Shareholders of April 24, 2017, contained in public instrument number 146,819 of May 18, 2017, granted before the notary of Lic. Ignacio Soto Borja y Anda, holder of Public Notary Office 129 of Mexico City, registered in the Public Registry of Property and Commerce, under commercial folio 26495* of August 22, 2017.

As a result of the above stated in Backgrounds 2 and 3, the National Insurance and Sureties Commission presented to the Authorizations Committee of said Commission, the proposal to modify the terms of the authorization of Atradius Seguros de Crédito, S.A., in order to update the name of the registered office of that institution, substituting the words "Federal District" with "Mexico City", in accordance with the "Decree declaring reforms and derogations 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, as well as the modification regarding the amount of share capital it holds, in order to specify that its capital must be expressed in Investment Units and paid in national currency, as ordered by article 49, first paragraph, of the Insurance and Sureties Institutions Law.

The aforementioned modification was submitted to the consideration of the Board of Directors of the National Insurance and Sureties Commission in its session 198 of December 14, 2017, which, taking into consideration the favorable opinion issued by the Authorizations Committee of the same Commission, agreed as follows:

"SINGLE.- The terms of the authorization granted to Atradius Seguros de Crédito, S.A. are MODIFIED, in order to reflect the modifications made to the corporate bylaws of said institution, which are described below:

"a) Substitute in its registered office the words "Federal District" with "Mexico City".

"b) Eliminate the reference to the amount of capital of said insurance institution, substituting it with a wording that establishes that the institution must have the minimum paid-in capital determined for the year in question, for each operation or line of business it has authorized, which must be expressed in Investment Units and paid in national currency, as ordered by article 49, first paragraph, of the Insurance and Sureties Institutions Law.

"The foregoing in accordance with what is provided in article 369, section II, of the Insurance and Sureties Institutions Law."

CONSIDERATIONS

FIRST.- That article 369, section II, of the Insurance and Sureties 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 06-C00-41100/60844 of October 30, 2017, the terms of the authorization granted to that insurance institution must be modified.

In view of the foregoing, the following are issued:

RESOLUTIONS

FIRST.- The Preamble, Articles First and Third, Bases II and III, of the authorization granted to Atradius Seguros de Crédito, S.A., to operate as an insurance institution, are modified, so that the aforementioned parts remain in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO ATRADIUS SEGUROS DE CRÉDITO, S.A., TO ORGANIZE AND FUNCTION AS AN INSURANCE INSTITUTION SUBSIDIARY OF ATRADIUS TRADE CREDIT INSURANCE, INC., FOREIGN FINANCIAL INSTITUTION, THROUGH ATRADIUS CREDIT INSURANCE AGENCY, INC., RELATED COMPANY, OF MARYLAND AND DELAWARE, UNITED STATES OF AMERICA, RESPECTIVELY, 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 Institutions and Mutual Insurance Companies 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 Sureties Institutions Law to the National Insurance and Sureties Commission, authorization is granted to Atradius Seguros de Crédito, S.A., to operate as an insurance institution subsidiary of Atradius Trade Credit Insurance, Inc., foreign financial institution, through Atradius Credit Insurance Agency, Inc., related company, of Maryland and Delaware, United States of America, respectively.

"...

"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, the General Law of Commercial Companies, and 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 of business it has authorized, expressed in Investment Units and which must be paid in national currency, as ordered by article 49, first paragraph, of the Insurance and Sureties Institutions Law.

"III. The registered office of the subsidiary insurance institution shall be Mexico City.

"...".

SECOND.- The authorization granted to Atradius Seguros de Crédito, S.A., to organize and operate as an insurance institution, after the modification indicated in the previous Resolutive, remains in its entirety in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO ATRADIUS SEGUROS DE CRÉDITO, S.A., TO ORGANIZE AND FUNCTION AS AN INSURANCE INSTITUTION SUBSIDIARY OF ATRADIUS TRADE CREDIT INSURANCE, INC., FOREIGN FINANCIAL INSTITUTION, THROUGH ATRADIUS CREDIT INSURANCE AGENCY, INC., RELATED COMPANY, OF MARYLAND AND DELAWARE, UNITED STATES OF AMERICA, RESPECTIVELY, 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 Institutions and Mutual Insurance Companies 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 Sureties Institutions Law to the National Insurance and Sureties Commission, authorization is granted to Atradius Seguros de Crédito, S.A., to operate as an insurance institution subsidiary of Atradius Trade Credit Insurance, Inc., foreign financial institution, through Atradius Credit Insurance Agency, Inc., related company, of Maryland and Delaware, United States of America, respectively.

"ARTICLE SECOND.- The subsidiary insurance institution is authorized to conduct property insurance operations in the Republic of Mexico, in the credit line.

"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, the General Law of Commercial Companies, and the other laws applicable to it and, in particular, to the following bases:

"I.- The name shall be "Atradius Seguros de Crédito, S.A.".

"II.- The subsidiary 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 paid in national currency, as ordered by article 49, first paragraph, of the Insurance and Sureties Institutions Law.

"III. The registered office of the subsidiary insurance institution shall be Mexico City.

"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 registered office of the institution, within one hundred and twenty days following the date of their notification to Atradius Seguros de Crédito, S.A., in terms of what is provided in article 75, second paragraph, of the Insurance and Sureties Institutions Law, at the expense of the interested parties.

These resolutions are issued based on the information provided by the petitioner contained in the letters sent and are limited exclusively to the modification of the authorization granted to Atradius Seguros de Crédito, S.A., in the terms described which, in accordance with the applicable provisions, it is the competence of this Commission to resolve, and do not prejudge any act that said company carries out and which implies the prior authorization or approval of 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 said authorizations or approvals are not obtained.

You are hereby informed of the foregoing, based on articles 11, 75, 369, section II, 370, last paragraph, and 372, section XLI, of the Insurance and Sureties Institutions Law, as well as articles 6 and 9 of the Internal Regulations of the National Insurance and Sureties Commission.

Respectfully,

Effective Suffrage. No Re-election.

Mexico City, December 18, 2017. - The President of the National Insurance and Sureties Commission, Norma Alicia Rosas Rodríguez.- Rubric.

(R. 465424)

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