Official Letter Modifying the Authorization Granted to Citibanamex Seguros, S.A. de C.V., Member of the Citibanamex Financial Group, to Organize and Operate as an Insurance Institution

DOF: 11/10/2019

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

At the margin, a seal with the National Coat of Arms, which says: United Mexican States.- SHCP.- 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-S0050 " 17 ".- Official Letter No. 06-C00-41100-32873/2019.

SUBJECT:

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

CITIBANAMEX INSURANCE, 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 Sureties Commission, and prior to the Agreement of 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 Insurance and Sureties Commission, issues the following resolutions in response to the following Background and Considerations:

BACKGROUND

Citibanamex Seguros, S.A. de C.V., Member of the Citibanamex Financial Group (formerly Seguros 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 operate as an insurance institution, as evidenced by resolution 102-E-366-DGSV-I-B-a-1549 of September 7, 1994. This authorization was last modified by Official Letter 06-C00-41100/36529 of June 28, 2018, issued by this Commission and published in the Official Gazette of the Federation on October 4, 2018.

With letters dated August 25 and October 19, both in 2018, Citibanamex Seguros, S.A. de C.V., Member of the Citibanamex Financial Group (formerly Seguros Banamex, S.A. de C.V., Member of the Banamex Financial Group), requested the approval of 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 Meeting of Shareholders attached to its request letter.

By Official Letter No. 06-C00-41100/46338 of August 31, 2018, this Commission approved the comprehensive reform of the corporate bylaws of Citibanamex Seguros, S.A. de C.V., Member of the Citibanamex Financial Group, in accordance with the Minutes of the Extraordinary General Meeting of Shareholders attached to its request letter, and instructed that institution to submit the original and a notarized copy of the first testimony of the public deed of protocolization of the Minutes of the Extraordinary General Meeting of Shareholders.

By Official Letter 06-C00-41100-03264/2019 of February 12, 2019, this Commission received the first testimony and a notarized copy of public deed 85,891 of January 14, 2019, in which the protocolization of the Minutes of the Ordinary and Extraordinary General Meeting of Shareholders of November 14, 2018, is recorded, in which the comprehensive reform of the corporate bylaws of Citibanamex Seguros, S.A. de C.V., Member of the Citibanamex Financial Group, was agreed upon, having fulfilled the Third Resolutive Clause of Official Letter 06-C00-41000/46338 of August 31, 2018; likewise, the registration of said notarial instrument in the corresponding Public Registry of Commerce was ordered.

In this context, the modification to the authorization of Citibanamex Seguros, S.A. de C.V., Member of the Citibanamex Financial Group, to operate as an insurance institution, was submitted for consideration to the Board of Directors of the National Insurance and Sureties 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 Seguros, 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 updating of the denomination of the registered office of that institution, substituting the words " Federal District " for " Mexico City ", in accordance with the " Decree declaring reforms and repeals 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.

«2. The elimination of the reference " Earthquake ", because in accordance with articles 25, section III, subsection j), and 27, section XV, of the Law of Insurance and Surety Institutions, in the Catastrophic Risks branch, earthquake risks are included.

«3. Modify the provisions regarding the amount of social capital held by that institution, 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 Surety Institutions.»

CONSIDERATIONS

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 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-C00-41100/46338 of August 31, 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.- Articles Second and Third, section II, subsection a) and section III, of the authorization granted to Citibanamex Seguros, S.A. de C.V., Member of the Citibanamex Financial Group, are modified in the following terms:

«ARTICLE SECOND. - The subsidiary insurance institution is authorized to practice in the Mexican Republic the operation of life insurance, the operation of accident and illness insurance, in the branches of personal accidents and medical expenses, and the operation of damage insurance, in the branches of civil liability and professional risks, maritime and transports, fire, agricultural and animal, automobiles, miscellaneous, as well as catastrophic risks.

« ...

«I.- ...

«II.- ...

«a) The subsidiary insurance institution must have the minimum paid capital that is 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) ...

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

« ... »

SECOND.- The authorization granted to Citibanamex Seguros, 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 previous Resolutive, remains in its entirety in the following terms:

«AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, TO CITIBANAMEX

INSURANCE, 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, UNDER THE FOLLOWING TERMS:

«ARTICLE FIRST. - In exercise of the power conferred on the Federal Government by articles 5 and 33-C of the repealed General Law of Insurance Mutual Institutions and 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 Insurance and Sureties Commission, Citibanamex Seguros, 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 the Mexican Republic the operation of life insurance, the operation of accident and illness insurance, in the branches of personal accidents and medical expenses, and the operation of damage insurance, in the branches of civil liability and professional risks, maritime and transports, fire, agricultural and animal, automobiles, miscellaneous, as well as catastrophic risks.

«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, to the Law to Regulate Financial Groups, insofar as it relates to its integration into the Citibanamex Financial Group, and to the other norms applicable to it by their nature, and in particular, to the following bases:

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

«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 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 amount of variable capital with withdrawal rights shall in no case be greater than the paid capital without withdrawal rights.

«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 the one hundred twenty days following the date of their notification to Citibanamex Seguros, 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 Surety Institutions, at the expense of the interested party.

These resolutions are issued based on the information provided by Citibanamex Seguros, S.A. de C.V., Member of the Citibanamex Financial Group, contained in the letters submitted, and are 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, fall within the competence of this Commission to resolve, and do not prejudge the carrying out of any other act that the aforementioned institution carries out and implies prior authorization or approval of other authorities, nor do they validate any act that has been carried out in contravention of current regulations.

This is communicated to you, 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 Insurance and Sureties Commission.

Respectfully,

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

(R.- 4873 93 )

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