Official Letter Modifying the Authorization Granted to Genworth Seguros de Crédito a la Vivienda, S.A. de C.V. to Operate as an Insurance Institution

DOF: 14/02/2018

OFFICIAL LETTER modifying the authorization granted to Genworth Seguros de Crédito a la Vivienda, S.A. de C.V. to 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 Insurance and Sureties Commission.- Presidency.- Legal Vice Presidency.- General Directorate of Legal Advisory and Intermediaries.- Advisory Directorate.- Sub-directorate of Advisory.- File: C00.411.13.2.1-V0601"15".- Official Letter No. 06-C00-41100/69397.

SUBJECT:

The authorization granted to Genworth Seguros de Crédito a la Vivienda, S.A. de C.V. is modified.

GENWORTH HOME CREDIT INSURANCE, S.A. DE C.V.

Av. Antonio Dovalí Jaime 70, Tower A, Floor 9 Santa Fe Neighborhood Álvaro Obregón 01210, Mexico City

Attention to: Lic. Patricia Lomelin Romo Legal Representative

The Federal Government through the National Insurance and Sureties Commission, and with prior 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

Genworth Seguros de Crédito a la Vivienda, S.A. de C.V., was authorized by the Ministry of Finance and Public Credit to function and operate as a specialized insurance institution in the practice of damage operations, in the home credit line, through Official Letter 101.- 680 of June 22, 2007. This authorization was last modified by Official Letter 366-045/11 of March 29, 2011.

With letters dated May 20, 2015, June 18, 2015, and January 25, 2015 (sic), the latter presented on January 26, 2016, and October 3, 2017, the Lic. Sandra Susana Varela Medina and Patricia Lomelin Romo, in their capacity as legal representatives of Genworth Seguros de Crédito a la Vivienda, S.A. de C.V., requested authorization from this Commission to reform the first paragraph of Clause Sixth of the bylaws of said institution, which was agreed upon through an Extraordinary General Meeting of Shareholders, and whose draft Minutes were sent attached to the request in question. This is due to the increase in the social capital of that institution in its minimum fixed part without right of withdrawal from $330 ' 000,000.00 M.N. to $488 ' 553,000.00 M.N.

Through Official Letter 06-C00-41100/62348 of November 13, 2017, this Commission approved the reform of the first paragraph of Clause Sixth of the bylaws of Genworth Seguros de Crédito a la Vivienda, S.A. de C.V., in the terms agreed upon in the protocolization of the Minutes of the Extraordinary General Meeting of Shareholders of December 21, 2015, contained in public deed number 80,730 of December 22, 2015, granted before the notary Lic. F. Javier Gutiérrez Silva, Holder of Public Notary Number 147 with practice in this Mexico City, registered in the Public Registry of Property and Commerce, on March 30, 2016, under commercial folio 369341*.

As a result of what is stated in Backgrounds 2 and 3, the National Insurance and Sureties Commission presented before the Authorization Committee of said Commission, the proposal to modify the bases of the authorization of Genworth Seguros de Crédito a la Vivienda, S.A. de C.V., in order to carry out the modification regarding the amount of social capital that said institution has, in order to specify 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.

The aforementioned modification was submitted to the consideration of the Board of Directors of the National Insurance and Sureties Commission in its session 198 of December 14, 2017, which, taking into account the favorable opinion issued by the Authorization Committee of the same Commission, agreed as follows:

"SINGLE.- The bases of the authorization granted to Genworth Seguros de Crédito a la Vivienda, S.A. de C.V., are MODIFIED, in order to reflect the modification made in the bylaws of said institution, which is described below:

"Eliminate the reference to the amount of capital of said insurance institution, replacing it with a wording that establishes that the institution must have the minimum paid-in 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.

"The foregoing in accordance with what is provided in article 369, section II, 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 an insurance institution.

SECOND.- As a result of the resolution issued in the aforementioned Official Letter 06-C00-41100/62348 of November 13, 2017, the terms of the authorization granted to that insurance institution must be modified.

In view of the foregoing, the following are issued:

RESOLUTIONS

FIRST.- The Preamble and Articles First, and Third, Base II, subsection a), of the authorization granted to Genworth Seguros de Crédito a la Vivienda, S.A. de C.V., to operate as an insurance institution, specialized in the practice of damage operations, in the home credit line, are modified, leaving the aforementioned parts in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO GENWORTH HOME CREDIT INSURANCE, S.A. DE C.V., TO ORGANIZE AND FUNCTION AS AN INSURANCE INSTITUTION SPECIALIZED IN THE PRACTICE OF DAMAGE OPERATIONS, IN THE HOME CREDIT LINE, SUBSIDIARY OF GENWORTH MORTGAGE INSURANCE CORPORATION, FOREIGN FINANCIAL INSTITUTION, OF NORTH CAROLINA, UNITED STATES OF AMERICA, THROUGH GENWORTH FINANCIAL INTERNATIONAL HOLDINGS, INC., RELATED COMPANY, OF DELAWARE, UNITED STATES OF AMERICA, IN 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 Societies 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 Insurance and Sureties Commission, authorization is granted to Genworth Seguros de Crédito a la Vivienda, S.A. de C.V.,

to operate as an insurance institution specialized in the practice of damage operations, in the home credit line, subsidiary of Genworth Mortgage Insurance Corporation, foreign financial institution, of North Carolina, United States of America, through Genworth Financial International Holdings, Inc., related company, of Delaware, United States of America.

" ...

"ARTICLE THIRD.- The specialized subsidiary insurance institution in the practice of damage operations, in the home credit line, to which this resolution refers, will 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 Societies, and to the other laws applicable to it, and in particular, to the following bases:

" ...

"II.- Its social capital will be variable according to the following:

a) The specialized subsidiary insurance institution must have the minimum paid-in 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.

" ... ".

SECOND.- The authorization granted to Genworth Seguros de Crédito a la Vivienda, S.A. de C.V., to organize and operate as an insurance institution, specialized in the practice of damage operations, in the home credit line, after the modification indicated in the previous Resolutive, remains entirely in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO GENWORTH HOME CREDIT INSURANCE, S.A. DE C.V., TO ORGANIZE AND FUNCTION AS AN INSURANCE INSTITUTION SPECIALIZED IN THE PRACTICE OF DAMAGE OPERATIONS, IN THE HOME CREDIT LINE, SUBSIDIARY OF GENWORTH MORTGAGE INSURANCE CORPORATION, FOREIGN FINANCIAL INSTITUTION, OF NORTH CAROLINA, UNITED STATES OF AMERICA, THROUGH GENWORTH FINANCIAL INTERNATIONAL HOLDINGS, INC., RELATED COMPANY, OF DELAWARE, UNITED STATES OF AMERICA, IN 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 Societies 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 Insurance and Sureties Commission, authorization is granted to Genworth Seguros de Crédito a la Vivienda, S.A. de C.V.,

to operate as an insurance institution specialized in the practice of damage operations, in the home credit line, subsidiary of Genworth Mortgage Insurance Corporation, foreign financial institution, of North Carolina, United States of America, through Genworth Financial International Holdings, Inc., related company, of Delaware, United States of America.

"ARTICLE SECOND.- The specialized subsidiary insurance institution in home credit insurance, to which this resolution refers, is authorized to practice damage insurance operations, in the home credit line.

"ARTICLE THIRD.- The specialized subsidiary insurance institution in the practice of damage operations, in the home credit line, to which this resolution refers, will 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 Societies, and to the other laws applicable to it, and in particular, to the following bases:

"I.- Its name will be "Genworth Home Credit Insurance, Variable Capital Anonymous Society".

"II.- Its social capital will be variable according to the following:

"a) The specialized subsidiary insurance institution must have the minimum paid-in 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 of withdrawal in no case may be greater than the paid-in capital without right of withdrawal.

"III.- Its registered office will be Mexico City, Federal District.

"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 of the registered office of the institution, within one hundred and twenty days following the date of their notification to Genworth Seguros de Crédito a la Vivienda, 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.

The issuance of this document is based on the information provided by the petitioner contained in the letters sent and is limited exclusively to the modification of the authorization granted to Genworth Seguros de Crédito a la Vivienda, S.A. de C.V., in the terms described which, in accordance with the applicable provisions, compete to resolve this Commission, 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 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 foregoing, 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,

Effective Suffrage. No Re-election.

Mexico City, December 18, 2017. - The President of the National Insurance and Sureties Commission, Norma Alicia Rosas Rodríguez.- Rubric.

(R.- 462451)

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