Official Letter modifying the authorization granted to Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa, to operate as a surety institution

DOF: 05/09/2017

OFFICIAL LETTER modifying the authorization granted to Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa, to operate as a surety 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 for Insurance and Sureties.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-Advisory Directorate.- File: C00.411.13.2.2-F0007"15".- Official Letter No. 06-C00-41100/42985.

SUBJECT:

The authorization granted to Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa is modified.

FIANZAS GUARDIANA INBURSA, S.A., GRUPO FINANCIERO INBURSA

Paseo de las Palmas 750, Floor (-1) Col. Lomas de Chapultepec Miguel Hidalgo 11000, Mexico City

Attention: Lic. Guillermo René Caballero Padilla Legal Representative

The Federal Government through the National Commission for Insurance and Sureties, and prior to the Agreement of its Board of Directors, based on articles 11, 66, 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 attention to the following

Background and Considerations:

BACKGROUND

1. Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa, was authorized by the Ministry of Finance and Public Credit to function and operate as a surety institution, through Official Letter 102-E-366-DGSV-I-C-a-5667 of December 31, 1991. This authorization was last modified by said Department through Official Letter 366-IV-DG-178/05 of July 22, 2005.

2. With letters dated June 30, July 29, August 19, and December 3, 2015, as well as February 22, March 4, and October 4, all of 2016, and January 9 and February 3, 2017, Lic. Guillermo René Caballero Padilla, in his capacity as legal representative of Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa, requested approval from this Commission to carry out the comprehensive modification of the corporate bylaws of that institution, which was agreed upon in its Extraordinary General Shareholders' Meeting of April 21, 2015. Likewise, he requested authorization from this Commission to modify Articles Thirty and Thirty-Three of its corporate bylaws, in accordance with the Extraordinary General Shareholders' Meeting held on November 26, 2015. This was due to the authorization granted by the National Banking and Securities Commission to Grupo Financiero Inbursa, S.A.B. de C.V., through Official Letter 312-2/13769/2015 of October 16, 2015, to carry out the committee substitution regime established in article 45 of the Law to Regulate Financial Groups.

3. Likewise, by letters dated October 10, November 1, and December 14, 2016, as well as January 9 and April 17, 2017, Lic. Guillermo René Caballero Padilla, in his capacity as legal representative of Seguros Inbursa, S.A., Grupo Financiero Inbursa and Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa, requested approval from this Commission, among other things, to modify Article Nine of the corporate bylaws of that institution, due to the increase in its share capital, resulting from the merger with Seguros de Crédito Inbursa, S.A., Grupo Financiero Inbursa.

4. Through Official Letter 06-C00-41100/29729 of June 15, 2017, this Commission approved the modification of the corporate bylaws of Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa, in accordance with what is provided in article 66 of the Law of Insurance and Surety Institutions, in the terms agreed upon in the protocolization of:

a) The minutes of the Extraordinary General Shareholders' Meetings of April 21 and November 26, 2015, respectively, contained in public instruments numbers 117,345 and 117,349, both of October 3, 2016, granted before the notary of Lic. Francisco José Visoso del Valle, holder of Public Notary 145 of Mexico City, acting in the protocol of Public Notary 92 of the same City, by agreement with its holder Lic. José Visoso del Valle, registered in the Public Registry of Property and Commerce of Mexico City, under commercial folio 12651*, on November 29, 2016.

b) The minutes of the Extraordinary General Shareholders' Meetings of October 13, 2016 and January 23, 2017, contained in public instruments numbers 98,966 and 99,701 of November 9, 2016 and February 3, 2017, respectively, granted before the notary of Lic. Javier Ceballos Lujambio, Public Notary Number 110 of this Mexico City, registered in the Public Registry of Property and Commerce of Mexico City, under commercial folio 12651*, on April 3, 2017.

5. As a result of the above in Backgrounds 2 and 3, the National Commission for Insurance and Sureties presented before the Authorizations Committee of said Commission, the proposal to modify the bases of the authorization of Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa, in order to eliminate the words "Federal District" from its social domicile, in accordance with the "Decree declaring reformed and repealed 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; and so that, due to the increase in its share capital, resulting from the merger with Seguros de Crédito Inbursa, S.A., Grupo Financiero Inbursa, it is established that the minimum paid-in capital determined for the year in question, for each branch or sub-branch authorized, 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.

6. The aforementioned modification was submitted to the consideration of the Board of Directors of the National Commission for Insurance and Sureties in its session 195 of July 20, 2017, which, taking into account the favorable opinion issued by the Authorizations Committee of the same Commission, agreed as follows:

"SINGLE.- The bases of the authorization granted to Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa are MODIFIED, in order to:

a) Substitute the reference "Federal District" in its social domicile with "Mexico City".

b) Eliminate the reference to the capital amount of said surety 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 branch or sub-branch 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."

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, among others, to modify the authorizations to organize, operate and function as a surety institution.

SECOND.- That as a result of the resolution issued in the aforementioned Official Letter 06-C00-41100/29729 of June 15, 2017, the terms of the authorization granted to said surety institution must be modified.

In view of the foregoing, the following are issued:

RESOLUTIONS

FIRST.- The Preamble and Articles One and Three, Bases II and III of the authorization granted to Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa, to operate as a surety institution are modified, leaving the aforementioned parts in the following terms:

"AUTHORIZATION GRANTED BY THE NATIONAL COMMISSION FOR INSURANCE AND SURETIES ON BEHALF OF THE FEDERAL GOVERNMENT, TO FIANZAS GUARDIANA INBURSA, S.A., GRUPO FINANCIERO INBURSA, TO CONTINUE OPERATING AS A SURETY INSTITUTION, IN THE FOLLOWING TERMS:

"ARTICLE ONE.- In exercise of the power conferred by article 5 of the repealed Federal Law of Surety Institutions to the Ministry of Finance and Public Credit, and which from April 4, 2015, is conferred by article 11 of the Law of Insurance and Surety Institutions to the National Commission for Insurance and Sureties, authorization is granted to Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa, to operate as a surety institution.

"...

"ARTICLE THREE.- The surety institution shall be subject to the provisions of the Law of Insurance and Surety Institutions, 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 institution must have the minimum paid-in capital determined for the year in question, for each branch or sub-branch authorized, expressed in Investment Units and paid in national currency, as ordered by article 49, first paragraph, of the Law of Insurance and Surety Institutions.

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

"...".

SECOND.- The authorization granted to Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa, to organize and operate as a surety institution, after the modification indicated in the previous Resolutive, remains entirely in the following terms:

"AUTHORIZATION GRANTED BY THE NATIONAL COMMISSION FOR INSURANCE AND SURETIES ON BEHALF OF THE FEDERAL GOVERNMENT, TO FIANZAS GUARDIANA INBURSA, S.A., GRUPO FINANCIERO INBURSA, TO CONTINUE OPERATING AS A SURETY INSTITUTION, IN THE FOLLOWING TERMS:

"ARTICLE ONE.- In exercise of the power conferred by article 5 of the repealed Federal Law of Surety Institutions to the Ministry of Finance and Public Credit, and which from April 4, 2015, is conferred by article 11 of the Law of Insurance and Surety Institutions to the National Commission for Insurance and Sureties, authorization is granted to Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa, to operate as a surety institution.

"ARTICLE TWO.- The surety institution is authorized to practice surety operations, in the following branches and sub-branches:

"I.- Fidelity Sureties, in the following sub-branches:

"a) Individual; and

"b) Collective.

"II.- Judicial Sureties, in the following sub-branches:

"a) Criminal judicial;

"b) Non-criminal judicial; and

"c) Judicial sureties covering vehicle drivers.

"III. Administrative sureties, in the following sub-branches:

"a) Construction;

"b) Supply;

"c) Tax;

"d) Lease; and

"e) Other administrative sureties.

"IV. Credit Sureties, in the following sub-branches:

"a) Supply;

"b) Sales; and

"c) Other credit sureties.

"V. Guarantee Trusts, in the following sub-branches:

"a) Related to surety policies; and

"b) Unrelated to surety policies.

"ARTICLE THREE.- The surety institution shall be subject to the provisions of the Law of Insurance and Surety Institutions, 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 "Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa".

"II.- The institution must have the minimum paid-in capital determined for the year in question, for each branch or sub-branch authorized, expressed in Investment Units and paid in national currency, as ordered by article 49, first paragraph, of the Law of Insurance and Surety Institutions.

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

"ARTICLE FOUR.- 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 one hundred and twenty days following the date of notification to Fianzas Guardiana Inbursa, S.A., Grupo Financiero Inbursa, in accordance with what is provided in article 11 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 said surety institution, in the terms described which, in accordance with the applicable provisions, it is the competence of this Commission to resolve, and does not prejudge any act that said company carries out and which implies prior authorization or approval from 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 brought to your knowledge, based on articles 11, 66, 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, July 26, 2017. - The President of the National Commission for Insurance and Sureties, Norma Alicia Rosas Rodríguez.- Rubric.

(R.- 455437)

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