Official Letter modifying the authorization granted to Bupa Mexico, Compañía de Seguros, S.A. de C.V., to organize and operate as an insurance institution

DOF: 31/01/2019

OFFICIAL LETTER modifying the authorization granted to Bupa Mexico, Compañía de Seguros, S.A. de C.V., to organize and operate as an insurance institution.

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- Ministry of Finance and Public Credit.- National Commission of Insurance and Sureties.- Presidency.- Vice Presidency of Legal Affairs.- General Directorate of Legal Advisory and Intermediaries.- Advisory Directorate.- Sub-directorate of Advisory.- File: C00.411.13.2.1-S0065"15".- Official Letter No. 06-C00-41100/54702.

SUBJECT:

The authorization granted to Bupa Mexico, Compañía de Seguros, S.A. de C.V. is modified.

BUPA MEXICO, COMPAÑIA DE SEGUROS, S.A. DE C.V.

Montes Urales 745, Floor 1

Col. Lomas de Chapultepec

Miguel Hidalgo

11000, Mexico City

Attention:

Lic. Diego Gómez Palacio Borboa

Legal Representative

The Federal Government through the National Commission of Insurance and Sureties, and prior Agreement of its Board of Directors, based on articles 11, 75, 369, fraction II, 370, last paragraph, and 372, fraction XLI, of the Law of Insurance and Surety Institutions, as well as articles 6 and 9 of the Internal Regulations of the National Commission of Insurance and Sureties, issues these Resolutions in response to the following Background and Considerations:

BACKGROUND

1. Bupa Mexico, Compañía de Seguros, S.A. de C.V., was authorized by the Ministry of Finance and Public Credit to organize and function as an insurance institution through Official Letter 101.- 01606 of October 31, 2003, published in the Official Gazette of the Federation on January 21, 2004. This authorization was last modified by Official Letter 06-C00-41100/36584 of June 29, 2018, published in the Official Gazette of the Federation on August 17, 2018.

2. With writings received by this Commission on July 14, 2015, and February 16, 2016, Bupa Mexico, Compañía de Seguros, S.A. de C.V., requested this Commission, among other procedures, the approval to carry out the comprehensive reform of the bylaws of that institution, which was agreed upon by the Extraordinary General Meeting of Shareholders on July 2, 2015.

3. Through Official Letter No. 06-C00-41100/53530 of October 19, 2018, this Commission approved the comprehensive reform of the bylaws of Bupa Mexico, Compañía de Seguros, S.A. de C.V., in the terms agreed upon in the protocolization of the referenced Minutes of the Extraordinary General Meeting of Shareholders of July 2, 2015, contained in Public Instrument number 88,171 of July 7, 2016, registered in the Public Registry of Commerce of Mexico City on September 22, 2018, under commercial folio 312581.

4. As a result of the above, the National Commission of Insurance and Sureties presented before the Committee of Authorizations of said Commission, the proposal to modify the bases of the authorization of Bupa Mexico, Compañía de Seguros, S.A. de C.V., so that the words "Distrito Federal" are eliminated 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 the political reform of Mexico City", published in the Official Gazette of the Federation on January 29, 2016.

5. The aforementioned modification was submitted to the consideration of the Board of Directors of the National Commission of Insurance and Sureties in its Session 204 of October 30, 2018, which, taking into consideration the favorable opinion issued by the Committee of Authorizations of the same Commission, agreed as follows:

"UNIQUE.- The bases of the authorization granted to Bupa Mexico, Compañía de Seguros, S.A. de C.V., are MODIFIED, in order to reflect the modifications made in the bylaws of said institution, which are described below:

"Update its social domicile by substituting the words "Distrito Federal" with "Ciudad de México" 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 the political reform of Mexico City" Published in the Official Gazette of the Federation on January 29, 2016."

CONSIDERATIONS

FIRST.- That article 369, fraction II, of the Law of Insurance and Surety Institutions, provides that it is the competence of the Board of Directors of this Commission 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-C00-41100/53530 of October 19, 2018, the terms of the authorization granted to that insurance institution must be modified.

In view of the above, the following are issued:

RESOLUTIONS

FIRST.- Article Three, fraction III, of the authorization granted to Bupa Mexico, Compañía de Seguros, S.A. de C.V., is modified in the following terms:

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

"...".

SECOND.- The authorization granted to Bupa Mexico, Compañía de Seguros, S.A. de C.V., to organize and operate as an insurance institution, after the modification indicated in the Resolutive section above, remains in its entirety in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO BUPA MEXICO, COMPAÑIA DE SEGUROS, S.A. DE C.V., TO ORGANIZE AND FUNCTION AS AN INSURANCE INSTITUTION, SUBSIDIARY OF BUPA INSURANCE COMPANY, OF FLORIDA, UNITED STATES OF AMERICA, 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 Law of Insurance and Surety Institutions to the National Commission of Insurance and Sureties, authorization is granted to Bupa Mexico, Compañía de Seguros, S.A. de C.V., to organize and function as a subsidiary insurance institution of Bupa Insurance Company, of Florida, United States of America.

"ARTICLE SECOND.- The subsidiary insurance institution is authorized to practice in insurance the operation of accidents and illnesses, in the branch of medical expenses.

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

"I.- The denomination shall be "Bupa Mexico, Compañía de Seguros, S.A. de C.V.".

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

"a) The subsidiary insurance institution must have the minimum paid capital determined for the year in question, for each operation or branch it has authorized, which must be expressed in Investment Units and paid in national currency, as ordered by article 49, first paragraph, of the Law of Insurance and Surety Institutions.

"b) The variable capital with withdrawal rights shall in no case 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.- These resolutions must be published in the Official Gazette of the Federation and in two widely circulated newspapers from the social domicile of the institution, within the one hundred and twenty days following the date of notification to Bupa Mexico, Compañía de Seguros, S.A. de C.V., in terms of what is established in article 11, in relation to article 75, both of the Law of Insurance and Surety Institutions, at the expense of the interested parties.

This official letter is issued based on the information provided by the petitioner contained in the writings submitted and is limited exclusively to the modification of the authorization granted to that insurance institution, in the terms described which, in accordance with the applicable provisions, fall within the competence of this Commission to resolve, and does not prejudge any act that said society carries out and which implies prior authorization or approval of other financial, administrative, tax, or any other authorities, in terms of current regulations, nor does it validate the legality or validity of the same in case such authorizations or approvals are not obtained.

This is made known to you, the above based on articles 11, 75, 369, fraction II, 370, last paragraph, and 372, fraction XLI, of the Law of Insurance and Surety Institutions, as well as articles 6 and 9 of the Internal Regulations of the National Commission of Insurance and Sureties.

Respectfully,

EFFECTIVE VOTING. NO REELECTION.

Mexico City, November 1, 2018. - In the absence of the CC. President and Vice President of Institutional Operation and based on article 46 of the Internal Regulations of the National Commission of Insurance and Sureties, the Vice President of Legal Affairs, Luis Eduardo Iturriaga Velasco, signs. - Rubric.

(R.- 477170)

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