Official Letter modifying the authorization granted to Mapfre Fianzas, S.A. to organize and operate as a surety institution

DOF: 01/04/2020

OFFICIAL LETTER modifying the authorization granted to Mapfre Fianzas, S.A. to organize and operate as a surety institution.

A seal with the National Emblem appears on the margin, which reads: United Mexican States.- SHCP.- Ministry of Finance and Public Credit.- National Commission of Insurance and Sureties.- Presidency.- File:

C00.411.13.2.2-F0022"17".- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.

Official Letter No. 06-C00-41100-00074/2020

SUBJECT:

Modification of the authorization to

organize and operate as a surety

institution, granted to Mapfre Fianzas, S.A.

MAPFRE SURETIES, S.A.

Revolución Avenue 507

San Pedro de los Pinos Neighborhood

Benito Juárez Borough

Postal Code 03800, Mexico City

The Federal Government, through the National Commission of Insurance and Sureties, prior to the Agreement of its Board of Directors, based on articles 2°, paragraph I, 17, 26 and 31, paragraph VIII, of the Organic Law of the Federal Public Administration; article 2°, section D, paragraph III, of the Internal Regulations of the Ministry of Finance and Public Credit; articles 11, 75, 366 paragraph VIII, 367 paragraphs I and II, 369 paragraph II, 370 last paragraph, 372 paragraph XLI and 373 of the Law of Insurance and Surety Institutions, as well as in articles 4° paragraphs I and II, 6° and 9° of the Internal Regulations of the National Commission of Insurance and Sureties,

issues these Resolutions in response to the following Background and Considerations:

BACKGROUND

I.

By Resolution 101.-411 of July 17, 2006, published in the Official Gazette of the Federation on August 31, 2006, the Ministry of Finance and Public Credit authorized Mapfre Fianzas, S.A., to organize and operate as a surety institution, subsidiary of Mapfre Caución y Crédito, Compañía Internacional de Seguros y Reaseguros, S.A., of the Kingdom of Spain, an external financial institution, through Mapfre América Caución y Crédito, S.A., of the Kingdom of Spain, a related company with the latter. This authorization was last modified by the aforementioned Ministry through Official Letter 366-III-0345/14 of April 24, 2014.

II.

By writings received by this Commission on March 28 and June 22, 2017, Lic. Carlos Alfredo Bonifaz Molina, legal representative of Mapfre Fianzas, S.A., requested approval from this Decentralized Body of the Ministry of Finance and Public Credit to carry out a comprehensive reform of the corporate bylaws of said institution, which was agreed upon in accordance with the draft minutes of the Extraordinary General Shareholders' Meeting attached to the aforementioned request.

III.

By official letter 06-C00-41100/41513 of July 30, 2018, this Commission approved the comprehensive modification of the corporate bylaws of Mapfre Fianzas, S.A., in accordance with the project sent through the writing of March 28, 2017, provided that it complied with the observations contained in the Single Annex attached to said official letter, under the instruction to submit within ninety (90) business days following the date on which the aforementioned official letter was notified, the original and a copy notarially certified of the first testimony of the corresponding deed of protocolization.

IV.

By official letter 06-C00-41000-62433/2019 of November 11, 2019, this Commission, in terms of article 66 of the Law of Insurance and Surety Institutions, deemed presented public instrument number 64,752 and instructed that surety institution to register said deed in the Public Registry of Commerce of this City.

V.

In view of the foregoing, the modification to the authorization of Mapfre Fianzas, S.A., to organize and operate as a surety institution was submitted to the consideration of the Board of Directors of this Commission, who, taking into consideration the favorable opinion of its Authorizations Committee, agreed in its session held on December 20, 2019, the following:

"SINGLE.- THE AUTHORIZATION granted to Mapfre Fianzas, S.A., is MODIFIED, in order to reflect the adjustments made in the corporate bylaws of said institution, which are described below:

• The elimination of the "financial" sureties sub-line from its corporate purpose, since the Law of Insurance and Surety Institutions does not include it within the credit sureties branch.

• The elimination of the words "Federal District" from its registered domicile, in accordance with the "Decree declaring reforms and derogations 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.

• Substituting the amount of social capital it holds, with the reference 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, paragraph II, of the Law of Insurance and Surety Institutions, states that it corresponds to 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 contained in the aforementioned official letter 06-C00-41100/41513 of July 30, 2018, it is appropriate to modify the terms of the authorization granted to that surety institution.

THIRD.- That in accordance with what is stated in Background V of this official letter, the Board of Directors of this Commission, in its Session 211 of December 20, 2019, agreed to modify the authorization granted to that surety institution.

In view of the foregoing, the following are issued:

RESOLUTIONS

FIRST.- The Preamble, Articles First and Third, paragraphs II and III, and the reference to financial sureties in subsection c) of paragraph IV, are modified, and subsection d) of Article Second is renumbered, of the authorization granted to Mapfre Fianzas, S.A., to operate as a surety institution, to remain in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO MAPFRE SURETIES, S.A.,

TO ORGANIZE AND OPERATE AS A SURETY INSTITUTION, SUBSIDIARY OF THE

EXTERNAL FINANCIAL INSTITUTION MAPFRE, S.A., OF THE KINGDOM OF SPAIN, THROUGH

THE SUBSIDIARY INSURANCE INSTITUTION MAPFRE MÉXICO, S.A., IN THE

FOLLOWING TERMS:

"ARTICLE FIRST.- In exercise of the power conferred by articles 5° and 15-C of the

repealed Federal Law of Surety Institutions to the Ministry of Finance and Public

Credit, and which from April 4, 2015, onwards, are conferred by articles 11 and 75 of the Law of

Insurance and Surety Institutions to the National Commission of Insurance and Sureties, authorization

is granted to Mapfre Fianzas, S.A., to organize and operate as a surety institution,

subsidiary of the external financial institution Mapfre, S.A., of the Kingdom of Spain, through

the subsidiary insurance institution Mapfre México, S.A.

"ARTICLE SECOND.- The subsidiary surety institution is authorized to conduct

surety operations, in the following branches and sub-lines:

" ...

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

a)

Supply;

b)

Sales; and

c)

Other credit sureties.

" ...

"ARTICLE THIRD.- The subsidiary insurance institution shall be subject to the Free Trade

Agreement between Mexico and the European Union (TLCUEM) derived from the Economic

Partnership, Political Coordination and Cooperation Agreement between the United Mexican States and the

European Community and its Member States, to the provisions of the Law of Insurance

and Surety Institutions, as well as those derived therefrom, to the General Law of

Commercial Companies, and to the other laws applicable to it, and in particular, to the

following bases:

" ...

" II.- 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,

expressed in Investment Units and which must be paid in national currency, as ordered by

article 49, first paragraph, of the Law of Insurance and Surety Institutions.

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

... " .

SECOND.- The authorization granted to Mapfre Fianzas, S.A., 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 FEDERAL GOVERNMENT TO MAPFRE SURETIES, S.A.,

TO ORGANIZE AND OPERATE AS A SURETY INSTITUTION, SUBSIDIARY OF THE

EXTERNAL FINANCIAL INSTITUTION MAPFRE, S.A., OF THE KINGDOM OF SPAIN, THROUGH

THE SUBSIDIARY INSURANCE INSTITUTION MAPFRE MÉXICO, S.A., IN THE

FOLLOWING TERMS:

"ARTICLE FIRST.- In exercise of the power conferred by articles 5° and 15-C of the

repealed Federal Law of Surety Institutions to the Ministry of Finance and Public

Credit, and which from April 4, 2015, onwards, are conferred by articles 11 and 75 of the Law of

Insurance and Surety Institutions to the National Commission of Insurance and Sureties, authorization

is granted to Mapfre Fianzas, S.A., to organize and operate as a surety institution

of

sureties, subsidiary of the external financial institution Mapfre, S.A., of the Kingdom of Spain, through

the subsidiary insurance institution Mapfre México, S.A.

"ARTICLE SECOND.- The subsidiary surety institution is authorized to conduct

surety operations, in the following branches and sub-lines:

I.- Fidelity Sureties, in the following sub-lines:

a)

Individual; and

b)

Collective.

II.- Judicial Sureties, in the following sub-lines:

a)

Criminal judicial;

b)

Non-criminal judicial; and

c)

Judicial sureties covering drivers of motor vehicles.

III.- Administrative Sureties, in the following sub-lines:

a)

Construction;

b)

Supply;

c)

Tax;

d)

Leasing; and

e)

Other administrative sureties.

IV.- Credit Sureties, in the following sub-lines:

a)

Supply;

b)

Sales; and

c)

Other credit sureties.

V.- Guarantee Trusts, in the following sub-lines:

a)

Related to surety policies; and

b)

Unrelated to surety policies.

"ARTICLE THIRD.- The subsidiary insurance institution shall be subject to the Free Trade

Agreement between Mexico and the European Union (TLCUEM) derived from the Economic

Partnership, Political Coordination and Cooperation Agreement between the United Mexican States and the

European Community and its Member States, to the provisions of the Law of Insurance

and Surety Institutions, as well as those derived therefrom, to the General Law of

Commercial Companies, and to the other laws applicable to it, and in particular, to the

following bases:

" I.- The name shall be Mapfre Fianzas, followed by the words Sociedad Anónima or its

abbreviations S.A.

" II.- 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,

expressed in Investment Units and which must be paid in national currency, as ordered by

article 49, first paragraph, of the Law of Insurance and Surety Institutions.

" III.- The registered domicile of the subsidiary surety 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 in the registered domicile of the institution, within one hundred twenty (120) days

following the date of their notification, in terms of what is established in article 75, second paragraph, with

regard to article 11 of the Law of Insurance and Surety Institutions, at the expense of the interested parties.

This official letter is issued based on the information provided by the petitioner contained in the

writings sent and is limited exclusively to the modification of the authorization granted to Mapfre Fianzas,

S.A., to organize and operate as a subsidiary surety institution, in the terms described which in accordance

with the applicable provisions fall within 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

authorities, administrative, tax or of any other nature, in terms of current regulations, nor

validates the legality or validity thereof in case such authorization or approval is not obtained.

The above is made known to you, based on articles 2°, paragraph I, 17, 26 and 31, paragraph

VIII, of the Organic Law of the Federal Public Administration; article 2°, section D, paragraph III, of the

Internal Regulations of the Ministry of Finance and Public Credit; articles 11, 75, 366, paragraph VIII, 367

paragraphs I and II, 369 paragraph II, 370 last paragraph, 372 paragraph XLI and 373 of the Law of Insurance and

Surety Institutions, as well as in articles 4°, paragraphs I and II, 6° and 9° of the Internal Regulations of the

National Commission of Insurance and Sureties.

Respectfully,

Mexico City, January 10, 2020. - The President of the National Commission of Insurance and Sureties,

Ricardo Ernesto Ochoa Rodríguez.- Signature.

(R.- 494229)

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