Official Letter Modifying the Authorization Granted to Citibanamex Pensiones, S.A. de C.V. to Operate as an Insurance Institution

DOF: 11/10/2019

OFFICIAL LETTER modifying the authorization granted to Citibanamex Pensiones, S.A. de C.V., Member of the Citibanamex Financial Group.

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- SHCP.- Ministry of Finance and Public Credit.- National Insurance and Bonds Commission.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-Advisory Directorate.- File: C00.411.13.2.1-P0908 " 17 ".- Official Letter No. 06-C00-41100-32832/2019.

SUBJECT:

The authorization granted to Citibanamex Pensiones, S.A. de C.V., Member of the Citibanamex Financial Group is modified.

CITIBANAMEX PENSIONES, S.A. DE C.V., MEMBER OF THE CITIBANAMEX FINANCIAL GROUP

Paseo de la Reforma 390, Floor 17 Juárez Neighborhood Cuauhtémoc Municipality 06600, Mexico City

Attention: Erick Rogelio Magallán González Legal Representative

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

BACKGROUND

Citibanamex Pensiones, S.A. de C.V., Member of the Citibanamex Financial Group (formerly Pensiones Banamex, S.A. de C.V., Member of the Banamex Financial Group), was authorized by the Ministry of Finance and Public Credit to organize and function as an insurance institution, as evidenced by resolution 366-IV-3827 of June 24, 2002. This authorization was modified for the last time by Official Letter 06-C00-41100/36539 of June 28, 2018, issued by this Commission and published in the Official Gazette of the Federation on October 4, 2018.

By writings dated August 25 and October 19, 2018, Citibanamex Pensiones, S.A. de C.V., Member of the Citibanamex Financial Group (formerly Pensiones Banamex, S.A. de C.V., Member of the Banamex Financial Group) requested approval from this Decentralized Body of the Ministry of Finance and Public Credit to carry out a comprehensive reform of its corporate bylaws, in accordance with the Minutes of the Extraordinary General Assembly attached to the writings of request.

By Official Letter No. 06-C00-41100/46336 of September 3, 2018, this Commission approved the comprehensive reform of the corporate bylaws of Citibanamex Pensiones, S.A. de C.V., Member of the Citibanamex Financial Group, in accordance with the Minutes of the Extraordinary General Assembly of Shareholders attached to the request writings, and instructed that institution to send the original and a copy notarized by comparison of the first testimony of the deed of protocolization of the Minutes of the Extraordinary General Assembly of Shareholders.

By Official Letter 06-C00-41100-03273/2019 of February 12, 2019, this Commission received the first testimony and a copy notarized by comparison of public deed 85,901 of January 14 2019, in which the protocolization of the Minutes of the Ordinary and Extraordinary General Assembly of Shareholders of November 14, 2018 is recorded, in which the comprehensive reform of the corporate bylaws of Citibanamex Pensiones, S.A. de C.V., Member of the Citibanamex Financial Group was agreed upon, having fulfilled the Third Resolutive Clause of Official Letter 06-C00-41000/46336 of September 3 2018; likewise, the registration of said notarial instrument in the Public Registry of Commerce was ordered.

In this context, the modification to the authorization of Citibanamex Pensiones, S.A. de C.V., Member of the Citibanamex Financial Group, to operate as an insurance institution was submitted to the consideration of the Government Board of the National Insurance and Bonds Commission, in its session 208 of June 25, 2019, which agreed, prior to the favorable opinion of the Authorizations Committee of the same Commission, the following:

« UNIQUE. THE AUTHORIZATION granted to Citibanamex Pensiones, S.A. de C.V., Member of the Citibanamex Financial Group, is MODIFIED, in order to reflect the modifications made in the corporate bylaws of said institution, which are described below:

«1. The update of the denomination of the headquarters of the social domicile of that institution, replacing the words " Federal District " with " Mexico City ", in conformity with the " Decree by which various provisions of the Political Constitution of the United Mexican States are reformed and repealed, in matters of the political reform of Mexico City ", published in the Official Gazette of the Federation on January 29, 2016.

«2. Modify what relates to the amount of social capital with which that institution has, so that it states that its capital must be expressed in Investment Units and be paid in national currency as ordered by article 49, first paragraph, of the Law of Insurance and Bonds Institutions.»

CONSIDERATIONS

FIRST.- That article 369, section II, of the Law of Insurance and Bonds Institutions, provides that it is the competence of the Government Board of this Commission to modify the authorizations to organize, operate and function as an insurance institution.

SECOND.- That as a result of the resolution contained in the aforementioned Official Letter 06-C00-41100/46336 of September 3 2018, the terms of the authorization granted to that insurance institution must be modified.

In view of the foregoing, the following are issued:

RESOLUTIONS

FIRST.- Article Three, section II, subsection a) and section III, of the authorization granted to Citibanamex Pensiones, S.A. de C.V., Member of the Citibanamex Financial Group, is modified, in the following terms:

«II.- ...

«a) The subsidiary insurance institution must have the minimum paid capital that is 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 Law of Insurance and Bonds Institutions.

«b) ...

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

« ... »

SECOND.- The authorization granted to Citibanamex Pensiones, S.A. de C.V., Member of the Citibanamex Financial Group, to organize and operate as an insurance institution, after the modification indicated in the Resolutive above, remains entirely in the following terms:

«AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, TO CITIBANAMEX PENSIONES, S.A., DE C.V., MEMBER OF THE CITIBANAMEX FINANCIAL GROUP, TO ORGANIZE AND FUNCTION AS A SUBSIDIARY INSURANCE INSTITUTION OF CITIGROUP INC., THROUGH CITICORP, LLC., BOTH OF DELAWARE, UNITED STATES OF AMERICA, IN THE FOLLOWING TERMS:

«ARTICLE FIRST.- In exercise of the power conferred on the Federal Government by the articles 5 and 33-C of the repealed General Law of Insurance and Mutual Societies by the Ministry of Finance and Public Credit, and which from April 4 2015, articles 11 and 75 of the Law of Insurance and Bonds Institutions confer on the National Insurance and Bonds Commission, Citibanamex Pensiones, S.A., de C.V., member of the Citibanamex Financial Group is authorized to organize and function as a subsidiary insurance institution of Citigroup Inc., through Citicorp, LLC., both of Delaware, United States of America.

«ARTICLE SECOND.- The subsidiary insurance institution is authorized to practice in insurance the operation of life, with the sole purpose of managing pension insurance, derived from social security laws.

«ARTICLE THIRD.- The subsidiary insurance institution shall be subject to the Free Trade Agreement of North America, celebrated by the United States of America, Canada and the United Mexican States, to the provisions of the Law of Insurance and Bonds Institutions, as well as those derived from it, to the General Law of Commercial Societies, to the Law to Regulate Financial Groups, insofar as it relates to its integration into the Citibanamex Financial Group and to the other norms that by their nature are applicable to it, and in particular, to the following bases:

«I.- The denomination shall be Citibanamex Pensiones, S.A., de C.V., member of the Group Citibanamex Financial.

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

«a) The subsidiary insurance institution must have the minimum paid capital that is 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 Law of Insurance and Bonds Institutions.

«b) The amount of variable capital with withdrawal rights in no case may 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 newspapers of wide circulation from the social domicile of the institution, within one hundred twenty days following the date of their notification to Citibanamex Pensiones, S.A. de C.V., Member of the Citibanamex Financial Group, in accordance with the provisions of articles 11 and 75 of the Law of Insurance and Bonds Institutions, at the expense of the interested party.

These resolutions are issued based on the information provided by Citibanamex Pensiones, S.A. de C.V., Member of the Citibanamex Financial Group, contained in the writings sent and is limited exclusively to the approval of the modification of the authorization granted to that insurance institution, in the terms described which, in accordance with the applicable provisions, it is competent for this Commission to resolve, and does not prejudge the carrying out of any other act that the said institution carries out and implies prior authorization or approval of other authorities, nor does it validate any act that has been carried out in contravention of current regulations.

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

Respectfully

Mexico City, June 26, 2019.- The President of the National Insurance and Bonds Commission, Ricardo Ernesto Ochoa Rodríguez.- Rubric.

(R.- 487395)

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