Official Letter Modifying the Authorization Granted to Cardif Mexico Seguros de Vida, S.A. de C.V.

DOF: 26/06/2018

OFFICIAL LETTER modifying the authorization granted to Cardif Mexico Seguros de Vida, S.A. de C.V.

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- Ministry of Finance and Public Credit.- National Commission for Insurance and Sureties.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-Advisory Directorate.- File: C00.411.13.2.1-S0104"15".- Official Letter No. 06-C00-41100/22978.

SUBJECT:

The authorization granted to Cardif Mexico Seguros de Vida, S.A. de C.V. is modified.

CARDIF MEXICO SEGUROS DE VIDA, S.A. DE C.V.

Av. Paseo de las Palmas 425, Floor 5

Col. Lomas de Chapultepec

Miguel Hidalgo

11000, Mexico City

Attention:

Mr. Miguel Ángel Orozco del Mazo
Legal Representative

The Federal Government through the National Commission for Insurance and Sureties, and after agreement by its Board of Directors, based on articles 11, 75, 369, section II, 370, last paragraph, and 372, section XLI, of the Law of Insurance and Surety Institutions, as well as articles 6 and 9 of the Internal Regulations of the National Commission for Insurance and Sureties, issues these Resolutions in response to the following

Background and Considerations:

BACKGROUND

1.

Cardif Mexico Seguros de Vida, S.A. de C.V., was authorized by the Ministry of Finance and Public Credit to organize and function as an insurance institution, as stated in resolution 101.-377 of June 20, 2006, published in the Official Gazette of the Federation on August 11 of the same year. This authorization was last modified by diverse 366-III-477/15 of July 17, 2015.

2.

With letters dated November 3, 2015, August 28 and December 11, 2017, Lic. Miguel Ángel Orozco del Mazo, in his capacity as legal representative of Cardif Mexico Seguros de Vida, S.A. de C.V., requested approval from this Commission to comprehensively reform the corporate statutes of said institution, in order to comply with what is established in the Law of Insurance and Surety Institutions.

3.

Through Official Letter 06-C00-41100/17716 of March 26, 2018, this Commission received the first testimony and a notarially certified copy of public deeds 94,180 of October 27, 2017 and 94,475 of November 22, 2017, and considered fulfilled the Second Resolutive of Official Letter 06- C00-41100/56590 of October 5, 2017, through which the comprehensive reform of the corporate statutes of Cardif Mexico Seguros de Vida, S.A. de C.V. was approved, since the referenced deeds contain the protocolizations of the Minutes of Extraordinary Shareholders' Meetings of July 29, 2015 and August 24, 2017, in which it was agreed to carry out the comprehensive reform of the corporate statutes of said institution, granted before the notary of Lic. Carlos Antonio Morales Montes de Oca, holder of Public Notary Number 227 with practice in this Mexico City.

4.

As a result of what is stated in Backgrounds 2 and 3, the National Commission for Insurance and Sureties presented before the Authorization Committee of said Commission, the proposal to modify the bases of the authorization of Cardif Mexico Seguros de Vida, S.A. de C.V., in order to eliminate the words "Federal District" 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; as well as to carry out the modification regarding the amount of social capital with which said institution has, in order to establish that its capital must be expressed in Investment Units and be covered in national currency, as ordered by article 49, first paragraph, of the Law of Insurance and Surety Institutions.

5.

The aforementioned modification was submitted to the consideration of the Board of Directors of the National Commission for Insurance and Sureties in its session 200 of April 24, 2018, which, taking into account the favorable opinion issued by the Authorization Committee of the same Commission, agreed as follows:

« SOLE.- The bases of the authorization granted to Cardif Mexico Seguros de Vida, S.A. de C.V. are MODIFIED, in order to reflect the modifications made to the corporate statutes of said institution, which are described below:

«a) The elimination of the words "Federal District" 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.

«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 capital that is determined for the year in question, for each operation or line of business that it has authorized, which must be expressed in Investment Units and covered in national currency, in terms of article 49, first paragraph, of the Law of Insurance and Surety Institutions. »

CONSIDERING

FIRST.- That article 369, section II, of the Law of Insurance and Surety Institutions, 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-C00-41100/56590 of October 5, 2017, the terms of the authorization granted to said insurance institution must be modified.

In view of the foregoing, the following are issued:

RESOLUTIONS

FIRST.- The Preamble and Articles First and Third, Bases II and III of the authorization granted to Cardif Mexico Seguros de Vida, S.A. de C.V., to operate as an insurance institution, are modified, leaving the aforementioned parts in the following terms:

« AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, TO CARDIF MEXICO SEGUROS DE VIDA, S.A. DE C.V., TO ORGANIZE AND FUNCTION AS AN INSURANCE INSTITUTION SUBSIDIARY OF CARDIF ASSURANCE VIE, S.A., FOREIGN FINANCIAL INSTITUTION, THROUGH BNP PARIBAS CARDIF, S.A. RELATED COMPANY OF THE LATTER, BOTH FROM THE FRENCH REPUBLIC, UNDER THE FOLLOWING TERMS:

« ARTICLE FIRST.- In exercise of the power conferred by articles 5º and 33-C of the repealed General Law of Insurance and Mutual Insurance Institutions to the Ministry of Finance and Public Credit, and which from April 4, 2015, confer articles 11 and 75 of the Law of Insurance and Surety Institutions to the National Commission for Insurance and Sureties, authorization is granted to Cardif Mexico Seguros de Vida, S.A. de C.V., to organize and function as an insurance institution subsidiary of Cardif Assurance Vie, S.A., foreign financial institution, through BNP Paribas Cardif, S.A., related company of the latter, both from the French Republic.

«...

« ARTICLE THIRD.- The insurance subsidiary shall be subject to the provisions of the Law of Insurance and Surety Institutions, 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 social capital will be variable according to the following:

a).- The insurance subsidiary must have the minimum paid capital that is determined for the year in question, for each operation or line of business, that 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 Surety Institutions.

« ...

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

« ... ».

SECOND.- The authorization granted to Cardif Mexico Seguros de Vida, S.A. de C.V., 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 CARDIF MEXICO SEGUROS DE VIDA, S.A. DE C.V., TO ORGANIZE AND FUNCTION AS AN INSURANCE INSTITUTION SUBSIDIARY OF CARDIF ASSURANCE VIE, S.A., FOREIGN FINANCIAL INSTITUTION, THROUGH BNP PARIBAS CARDIF, S.A. RELATED COMPANY OF THE LATTER, BOTH FROM THE FRENCH REPUBLIC, UNDER THE FOLLOWING TERMS:

« ARTICLE FIRST.- In exercise of the power conferred by articles 5º and 33-C of the repealed General Law of Insurance and Mutual Insurance Institutions to the Ministry of Finance and Public Credit, and which from April 4, 2015, confer articles 11 and 75 of the Law of Insurance and Surety Institutions to the National Commission for Insurance and Sureties, authorization is granted to Cardif Mexico Seguros de Vida, S.A. de C.V., to organize and function as an insurance institution subsidiary of Cardif Assurance Vie, S.A., foreign financial institution, through BNP Paribas Cardif, S.A., related company of the latter, both from the French Republic.

« ARTICLE SECOND.- The insurance subsidiary is authorized to practice the operation of life insurance, as well as the operation of accident and sickness insurance, in the lines of personal accidents and medical expenses.

« ARTICLE THIRD.- The insurance subsidiary shall be subject to the provisions of the Law of Insurance and Surety Institutions, 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 denomination will be "Cardif Mexico Seguros de Vida, Variable Capital Anonymous Society".

« II.- The social capital will be variable according to the following:

« a).- The insurance subsidiary must have the minimum paid capital that is determined for the year in question, for each operation or line of business, that 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 Surety Institutions.

« b).- The variable capital with right to withdrawal in no case may be greater than the paid capital without right to withdrawal.

« III.- The social domicile of the insurance subsidiary 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 their notification to Cardif Mexico Seguros de Vida, S.A. de C.V., in terms of what is provided in article 75, second paragraph, of the Law of Insurance and Surety Institutions, 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 Cardif Mexico Seguros de Vida, S.A. de C.V., in the terms described which, in accordance with the applicable provisions, it is competent for this Commission to resolve, and does 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 nature authorities, in terms of current regulations, nor does it validate the legality or validity of the same in case said authorizations or approvals are not obtained.

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

Respectfully,

Effective Suffrage. No Re-election.

Mexico City, April 25, 2018. - The President of the National Commission for Insurance and Sureties, Norma Alicia Rosas Rodríguez.- Rubric.

(R.- 469239)

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