Official Letter Modifying the Authorization Granted to MBIA Mexico, S.A. de C.V. to Operate as a Subsidiary Insurance Institution

DOF: 04/05/2017

OFFICIAL LETTER modifying the authorization granted to MBIA Mexico, S.A. de C.V. to operate as a subsidiary insurance institution.

At the margin, a seal with the National Emblem, which reads: United Mexican States.- Ministry of Finance and Public Credit.- National Insurance and Sureties Commission.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-directorate for Advisory Services.- File: C00.411.13.2.1-G0502 " 15 ".- Official Letter No. 06-C00-41100/06547.

SUBJECT:

The authorization granted to MBIA Mexico, S.A. de C.V. is modified.

MBIA MEXICO, S.A. DE C.V.

Av. Paseo de los Tamarindos 60, 3rd floor
Col. Bosques de las Lomas
Cuajimalpa
05120, Mexico City

Attention:
Lic. Sergio Emanuel Trujano Bello
General Director

The Federal Government, through the National Insurance and Sureties Commission, and with the prior Agreement of its Board of Directors, based on Articles 11, 66, 74, 75, 369, section II, and 370, last paragraph, of the Insurance and Surety Institutions Law, 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

1. MBIA Mexico, S.A. de C.V. was authorized by the Ministry of Finance and Public Credit to organize and operate as a specialized insurance institution in the practice of damage operations, in the financial guarantee line, through Official Letter 101.-603 dated June 15, 2007.

This authorization was last modified by the aforementioned Department through Official Letter 366-III-0904/14 dated November 3, 2014, published in the Official Gazette of the Federation on December 19, 2014.

2. With a written request dated June 3, 2015, Lic. Sergio Emanuel Trujano Bello, in his capacity as General Director of MBIA Mexico, S.A. de C.V., requested authorization from this Commission to carry out the reform to Article Sixth of its corporate bylaws, to increase its minimum paid-in capital to the amount of $174,976,218.00 M.N., agreed upon in the Ordinary and Extraordinary General Meeting of Shareholders held on April 30, 2015.

3. Through Official Letters 06-367-II-1.1/19303 dated October 13, 2015, 06-C00-41100/29636 dated October 4, 2016, and 06-C00-41100/36439 dated December 20, 2016, this Commission approved the modification to Article Sixth of the corporate bylaws of MBIA Mexico, S.A. de C.V., in the terms agreed upon in the notarization of public instrument number 56,802 dated November 5, 2015, granted before the notary public Lic. Guillermo Oliver Bucio, Public Notary No. 246 of Mexico City, acting in the protocol of Notary Office Number 212, by partnership agreement with its holder Lic. Francisco I. Hugues Vélez, and registered in the Public Property and Commerce Registry of Mexico City on November 8, 2016, under commercial folio 367210*, in terms of what is provided in Article 66 of the Insurance and Surety Institutions Law.

4. In this context, and resulting from the increase in the minimum paid-in capital of MBIA Mexico, S.A. de C.V., the modification to the authorization of such institution was submitted for consideration to the Board of Directors of the National Insurance and Sureties Commission in its session 193 on February 21, 2017, which agreed, with the favorable opinion of the Authorizations Committee of the same Commission, as follows:

"SOLE PROVISION.- MODIFY the authorization of MBIA Mexico, S.A. de C.V., in order to eliminate the reference to the capital amount of said insurance institution, replacing it with a wording that establishes that the institution must have the minimum paid-in capital determined for the year in question, for each operation and line of business it has authorized, which must be expressed in Investment Units and paid in national currency, in terms of Article 49, first paragraph, of the Insurance and Surety Institutions Law."

CONSIDERATIONS

FIRST.- That Article 369, section II, of the Insurance and Surety Institutions Law, 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 issued in the aforementioned Official Letter 06-C00-41100/36439 dated December 20, 2016, the terms of the authorization granted to said insurance institution must be modified.

In view of the foregoing, the following are issued:

RESOLUTIONS

FIRST.- The Preamble and Articles First and Third, first paragraph, base II, subsection a), of the authorization granted to MBIA Mexico, S.A. de C.V., a subsidiary of MBIA Insurance Corporation, a financial institution from abroad, from New York, United States of America, to organize and function as a specialized insurance institution in the practice of damage operations in the financial guarantee line, are modified, to read as follows:

AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, THROUGH THE NATIONAL INSURANCE AND SURETIES COMMISSION, TO MBIA MEXICO, S.A. DE C.V., TO ORGANIZE AND FUNCTION AS A SPECIALIZED INSURANCE INSTITUTION IN THE PRACTICE OF DAMAGE OPERATIONS, IN THE FINANCIAL GUARANTEE LINE, SUBSIDIARY OF MBIA INSURANCE CORPORATION, A FOREIGN FINANCIAL INSTITUTION FROM NEW YORK, 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 Institutions and Mutual Societies, to the Ministry of Finance and Public Credit, and which from April 4, 2015, are conferred by Articles 11 and 75 of the Insurance and Surety Institutions Law, to the National Insurance and Sureties Commission, MBIA Mexico, S.A. de C.V. is authorized to organize and function as a specialized insurance institution in the practice of damage operations, in the financial guarantee line, subsidiary of MBIA Insurance Corporation, a foreign financial institution from New York, United States of America.

...

ARTICLE THIRD.- The specialized subsidiary insurance institution in the practice of damage operations, in the financial guarantee line, to which this resolution refers, shall be subject to the provisions of the Insurance and Surety Institutions Law, as well as those derived from it, to the General Law of Commercial Companies, and to other applicable laws, and in particular, to the following bases:

...

II.- Its share capital shall be variable according to the following:

a).- The institution must have the minimum paid-in capital determined for the year in question, for each operation or line of business it has authorized, expressed in Investment Units and which must be paid in national currency, as ordered by Article 49, first paragraph, of the Insurance and Surety Institutions Law.

...

SECOND.- The authorization granted to MBIA Mexico, S.A. de C.V. to organize and operate as a specialized subsidiary insurance institution in financial guarantee insurance, after the modification indicated in the previous Resolutive, remains entirely in the following terms:

AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, THROUGH THE NATIONAL INSURANCE AND SURETIES COMMISSION, TO MBIA MEXICO, S.A. DE C.V., TO ORGANIZE AND FUNCTION AS A SPECIALIZED INSURANCE INSTITUTION IN THE PRACTICE OF DAMAGE OPERATIONS, IN THE FINANCIAL GUARANTEE LINE, SUBSIDIARY OF MBIA INSURANCE CORPORATION, A FOREIGN FINANCIAL INSTITUTION FROM NEW YORK, 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 Institutions and Mutual Societies, to the Ministry of Finance and Public Credit, and which from April 4, 2015, are conferred by Articles 11 and 75 of the Insurance and Surety Institutions Law, to the National Insurance and Sureties Commission, MBIA Mexico, S.A. de C.V. is authorized to organize and function as a specialized insurance institution in the practice of damage operations, in the financial guarantee line, subsidiary of MBIA Insurance Corporation, a foreign financial institution from New York, United States of America.

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

ARTICLE THIRD.- The specialized subsidiary insurance institution in the practice of damage operations, in the financial guarantee line, to which this resolution refers, shall be subject to the provisions of the Insurance and Surety Institutions Law, as well as those derived from it, to the General Law of Commercial Companies, and to other applicable laws, and in particular, to the following bases:

I.- Its name shall be MBIA Mexico, Variable Capital Anonymous Society.

II.- Its share capital shall be variable according to the following:

a).- The institution must have the minimum paid-in capital determined for the year in question, for each operation or line of business it has authorized, expressed in Investment Units and which must be paid in national currency, as ordered by Article 49, first paragraph, of the Insurance and Surety Institutions Law.

b).- The variable capital with withdrawal rights may in no case exceed the paid-in capital without withdrawal rights.

III.- Its corporate domicile shall 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 from the corporate domicile of the institution, within the one hundred twenty days following the date of notification to MBIA Mexico, S.A. de C.V., in terms of what is provided in Article 11, in relation to Article 75, both of the Insurance and Surety Institutions Law, at the expense of the interested parties.

These resolutions are issued based on the information provided by the petitioner contained in the submitted writings and are limited exclusively to the modification of the authorization granted to said insurance institution, in the terms described which, in accordance with applicable provisions, fall within the competence of this Commission to resolve, and do not prejudge any act that said company carries out that implies prior authorization or approval from other financial, administrative, tax, or any other authorities, in terms of current regulations, nor do they validate the legality or validity of said acts in case such authorizations or approvals are not obtained.

You are hereby informed of the foregoing, based on Articles 11, 66, 74, 75, 369, section II, and 370, last paragraph, of the Insurance and Surety Institutions Law, 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, February 24, 2017. - The President of the National Insurance and Sureties Commission, Norma Alicia Rosas Rodríguez. - Signature.

(R.- 448557)

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