Official Letter Modifying the Authorization Granted to Liberty Fianzas, S.A. de C.V.

DOF: 02/01/2017

OFFICIAL LETTER by which the authorization granted to Primero Fianzas, S.A. de C.V. (now Liberty Fianzas, S.A. de C.V.) to operate as a surety institution is modified.

At the margin, a seal with the National Emblem, which reads: United Mexican States.- Ministry of Finance and Public Credit.- National Commission of Insurance and Sureties.- Presidency.- Legal Vice-Presidency.- General Legal Direction.- Advisory and Intermediaries Direction.- Advisory Direction.- Sub-Advisory Direction.- File C00.411.13.2.2-F0014"16".- Official No. 06-C00-41100/35990.

SUBJECT: The authorization of your Institution is modified due to a change in its corporate name.

LIBERTY FIANZAS, S.A. DE C.V. (Before Primero Fianzas, S.A. de C.V.) Paseo de la Reforma No. 350, Floor 7-A Juárez Neighborhood Cuauhtémoc 06600, Mexico City Attention: Lic. Carlos Guerrero Rojas and/or Lic. Laura Cerezo Aguilar General Director/Legal Director

The Federal Government through the National Commission of Insurance and Sureties, and prior Agreement of its Board of Directors, based on articles 11, 13, first paragraph, 66, 74, 75 and 369, section II, of the Law of Insurance and Surety Institutions, as well as on articles 6th and 9th of the Internal Regulations of the National Commission of Insurance and Sureties, issues the present resolutions in attention to the following Background and Considerations:

BACKGROUND

1. Primero Fianzas, S.A. de C.V., 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-l-C-a-2684 of August 8, 1991. Such authorization was last modified by said Dependency through Official Letter 366-III-0978/14 of November 24, 2014, published in the Official Gazette of the Federation on March 25, 2015.

2. Through a written submission dated February 24, 2016, Lics. Carlos Guerrero Rojas and Laura Cerezo Aguilar, in their capacity as General Director and Legal Director, respectively, of PRIMERO FIANZAS, S.A. DE C.V., requested authorization from this Decentralized Body to reform Article 1st of the corporate statutes of said institution, in order to change its corporate name to "LIBERTY FIANZAS, S.A. DE C.V.", as agreed in its Ordinary and Extraordinary Shareholders' General Assembly Minutes of January 27, 2016, a simple copy of which they attached to their request.

3. Through Official Letters 06-C00-41100/15239 and 06-C00-41100/23820 of June 2 and August 10, 2016, respectively, this Commission gave favorable opinion for Primero Fianzas, S.A. de C.V., to modify the First Article of its corporate statutes in order to change its current denomination to that of "Liberty Fianzas, S.A. de C.V."; agreed in conformity with the partial protocolization of the Minutes of the Ordinary and Extraordinary Shareholders' General Assembly of January 27, 2016, contained in public deed number 33,273 of June 13, 2016, granted before the notary Lic. Luis Eduardo Paredes Sánchez, holder of Public Notary Office number 180, with jurisdiction in this Mexico City.

4. By Official Letter 06-C00-41100/34589 of November 29, 2016, this Decentralized Body approved the reform to the First Article of the corporate statutes of Primero Fianzas, S.A. de C.V., due to the change of its corporate name to "Liberty Fianzas, S.A. de C.V.", in the terms agreed in the partial protocolization of the Minutes of the Ordinary and Extraordinary Shareholders' General Assembly of January 27, 2016, contained in public instrument number 33,273 of June 13, 2016, granted before the notary Lic. Luis Eduardo Paredes Sánchez, holder of Public Notary Office number 180, with jurisdiction in this Mexico City and registered in the Public Registry of Property and Commerce of this Mexico City on September 5, 2016, under commercial folio 124392*, in terms of what is provided in article 66 of the Law of Insurance and Surety Institutions.

5. In that context, it was submitted to the consideration of the Board of Directors of the National Commission of Insurance and Sureties in its session 192 of December 13, 2016, which agreed, prior favorable opinion of the Authorizations Committee, the following:

"UNIQUE. - MODIFY the authorization of Primero Fianzas, S.A. de C.V., due to the change of its corporate name to "Liberty Fianzas, S.A. de C.V.".

This is based on articles 11, 13, first paragraph, 66 and 369, section II, of the Law of Insurance and Surety Institutions; in Disposiciones 2.3.1 to 2.3.3., 2.3.7. and in Chapters 39.1. and 39.6. of the Single Insurance and Surety Circular.

..."

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

SECOND.- That derived from the resolution issued in the cited Official Letter 06-C00-41100/34589 of November 29, 2016, the terms of the authorization granted to said surety institution must be modified.

In view of the above, the following are issued:

RESOLUTIONS

FIRST.- The Proemium and Articles First and Third, first paragraph and section I of the authorization granted to Primero Fianzas, S.A. de C.V., subsidiary of Liberty Mutual Insurance Company, Foreign Financial Institution, of the United States of America, through Liberty Surety México, S. de R.L. de C.V., Related Society of the latter, of the United Mexican States, to operate as a surety institution, are modified, leaving the indicated parts in the following terms:

AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, TO LIBERTY FIANZAS, S.A. DE C.V., TO ORGANIZE AND FUNCTION AS A SURETY INSTITUTION, SUBSIDIARY OF LIBERTY MUTUAL INSURANCE COMPANY, FOREIGN FINANCIAL INSTITUTION, OF THE UNITED STATES OF AMERICA, THROUGH LIBERTY SURETY MÉXICO, S. DE R.L. DE C.V., RELATED SOCIETY OF THE LATTER, OF THE UNITED MEXICAN STATES, IN THE FOLLOWING TERMS:

ARTICLE FIRST.- In exercise of the power conferred on the Federal Government by articles 5th and 15-C of the repealed Federal Law of Surety Institutions, to the Ministry of Finance and Public Credit, and which since April 4, 2015, confers upon article 75 of the Law of Insurance and Surety Institutions, to the National Commission of Insurance and Sureties, Liberty Fianzas, S.A. de C.V., is authorized to organize and function as a surety institution, subsidiary of Liberty Mutual Insurance Company, Foreign Financial Institution, of the United States of America, through Liberty Surety México, S. de R.L. de C.V., Related Society of the latter, of the United Mexican States.

...

ARTICLE THIRD.- The subsidiary surety institution shall be subject to the provisions of the Law of Insurance and Surety Institutions, as well as those derived therefrom, to the General Law of Commercial Societies, as well as to other laws applicable to it and, in particular, to the following bases:

I.- The denomination will be Liberty Fianzas, Variable Capital Anonymous Society.

SECOND.- The authorization granted to Liberty Fianzas, S.A. de C.V., to organize and function as a surety institution, after the modification indicated in the previous Resolutive, remains entirely in the following terms:

AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, TO LIBERTY FIANZAS, S.A. DE C.V., TO ORGANIZE AND FUNCTION AS A SURETY INSTITUTION, SUBSIDIARY OF LIBERTY MUTUAL INSURANCE COMPANY, FOREIGN FINANCIAL INSTITUTION, OF THE UNITED STATES OF AMERICA, THROUGH LIBERTY SURETY MÉXICO, S. DE R.L. DE C.V., RELATED SOCIETY OF THE LATTER, OF THE UNITED MEXICAN STATES, IN THE FOLLOWING TERMS:

ARTICLE FIRST.- In exercise of the power conferred on the Federal Government by articles 5th and 15-C of the repealed Federal Law of Surety Institutions, to the Ministry of Finance and Public Credit, and which since April 4, 2015, confers upon article 75 of the Law of Insurance and Surety Institutions, to the National Commission of Insurance and Sureties, Liberty Fianzas, S.A. de C.V., is authorized to organize and function as a surety institution, subsidiary of Liberty Mutual Insurance Company, Foreign Financial Institution, of the United States of America, through Liberty Surety México, S. de R.L. de C.V., Related Society of the latter, of the United Mexican States.

ARTICLE SECOND.- The subsidiary surety institution is authorized to carry out surety operations in the following branches and sub-branches:

I. Fidelity Bonds, in the following sub-branches: a) Individual; and b) Collective

II. Judicial Bonds, in the following sub-branches: a) Criminal judicial; b) Non-criminal judicial; and c) Judicial bonds covering drivers of motor vehicles.

III. Administrative Bonds, in the following sub-branches: a) Construction; b) Supply; c) Tax; d) Lease; and e) Other administrative bonds.

IV. Credit Bonds, in the following sub-branches: a) Supply; b) Sale and purchase; c) Financial; and d) Other credit bonds.

V. Guarantee Trusts in the following sub-branches: a) Related to surety policies; and b) Unrelated to surety policies.

ARTICLE THIRD.- The subsidiary surety institution shall be subject to the provisions of the Law of Insurance and Surety Institutions, as well as those derived therefrom, to the General Law of Commercial Societies, as well as to other laws applicable to it and, in particular, to the following bases:

I. The denomination will be Liberty Fianzas, Variable Capital Anonymous Society.

II. The social capital will be variable according to the following: a) The minimum fixed social capital without right to withdrawal will be the amount of $62,000,000.00 (sixty-two million pesos 00/100 M.N.). b) The amount of variable capital with right to withdrawal in no case may exceed that of paid capital without right to withdrawal.

III. The corporate domicile of the surety institution 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 at the corporate domicile of the institution, within one hundred twenty days following the date of notification to Liberty Fianzas, S.A. de C.V., in terms of what is provided in article 11, in relation to article 75, both 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 writings sent and are limited exclusively to the modification of the authorization granted to said insurance institution resulting from the change of its denomination, in the terms described that in accordance with the applicable provisions compete to resolve this Commission, and does not prejudge any act that said society carries out and that implies prior authorization or approval of other financial, administrative, tax or any other authorities, in terms of current regulations, nor validates the legality or validity thereof in case such authorizations or approvals are not obtained.

You are hereby informed of the foregoing, based on articles 11, 13, first paragraph, 66, 74, 75 and 369, section II, of the Law of Insurance and Surety Institutions, as well as on articles 6th and 9th of the Internal Regulations of the National Commission of Insurance and Sureties.

Respectfully, Effective Suffrage. No Re-election. Mexico City, December 15, 2016. - The President of the National Commission of Insurance and Sureties, Norma Alicia Rosas Rodríguez.- Initialled. (R.- 443357)

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