Official Letter modifying the authorization granted to Medi Access Seguros de Salud, S.A. de C.V. to organize and operate as an insurance institution

DOF: 21/09/2018

OFFICIAL LETTER modifying the authorization granted to Medi Access Seguros de Salud, S.A. de C.V. to organize and 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 Bonding Commission.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-directorate for Advisory Services.- File: C00.411.13.2.1-H702 " 17 ".- Official Letter No. 06-C00-41100/23141.

SUBJECT:

The authorization granted to Medi Access Seguros de Salud, S.A. de C.V. is modified.

MEDI ACCESS HEALTH INSURANCE, S.A. DE C.V.

Blvd. Adolfo Ruiz Cortines 3642 PH

Col. Jardines del Pedregal

Álvaro Obregón

C.P. 01900, Mexico City

Attention:

Lic. Diodoro Valdivia López

General Director

The Federal Government through the National Insurance and Bonding Commission, and prior to the Agreement of its Board of Directors, based on articles 11, 369, section II, 370, last paragraph, and 372, section XLI, of the Law of Insurance and Bonding Institutions, as well as articles 6 and 9 of the Internal Regulations of the National Insurance and Bonding Commission, issues these Resolutions in response to the following:

Background and Considerations:

BACKGROUND

1.

Medi Access Seguros de Salud, S.A. de C.V., was authorized by the Ministry of Finance and Public Credit to function and operate as an insurance institution, through Official Letter 366-IV-6807 of December 12, 2001. This authorization was last modified by Official Letter 366-III-1345/14 of December 22, 2014.

2.

Through letters dated August 12, September 21, and December 10, 2015, the Lic. Mariano Humberto García Leal, Dulce María Cruz García, and Diodoro Valdivia López, in their capacity as legal representative, legal attorney, and General Director of Medi Access Seguros de Salud, S.A. de C.V., respectively, requested approval from this Commission to modify Article Two of the bylaws of said institution due to the change of its corporate domicile from San Pedro Garza García, Nuevo León, to the Federal District (now Mexico City), as agreed in the Extraordinary General Shareholders' Meeting of May 19, 2015.

3.

Through letters dated July 28 and August 28, 2015, Lic. Mariano Humberto García Leal, in his capacity as legal representative of Medi Access Seguros de Salud, S.A. de C.V., requested approval from this Commission to modify Articles Eighteen, Twenty-Five, and Thirty-One of the bylaws of that institution, which was agreed upon in the Extraordinary General Shareholders' Meeting of March 30, 2015, in order to include an Investment Committee, a Communication and Control Committee, a Reinsurance Committee, as well as an Audit Committee.

4.

In response to the request described in the previous paragraph, through letters dated January 25, February 3, November 4, and November 11, 2016, and February 10, 2017, Lic. Diodoro Valdivia López, in his capacity as General Director of Medi Access Seguros de Salud, S.A. de C.V., submitted, among other documentation, the minutes of the Extraordinary General Shareholders' Meeting of November 25, 2015, through which the comprehensive reform of the bylaws of that institution was approved.

5.

Through a letter dated June 26, 2017, Lic. Diodoro Valdivia López, in his capacity as General Director of Medi Access Seguros de Salud, S.A. de C.V., requested approval from this Commission to reform, among others, Article Six of the bylaws of that institution, due to the increase in its share capital derived from the transformation of $190,000,000.00 from the variable part of the paid-in share capital into the fixed part thereof.

6.

In response to the request described in the previous paragraph, through a letter dated September 4, 2017, Medi Access Seguros de Salud, S.A. de C.V., through its General Director Lic. Diodoro Valdivia López, presented the Unanimous Shareholders' Resolutions of September 4, 2017, through which it was agreed to increase the fixed part of the share capital of that institution by the amount of $139,005,736.00, so that it amounts to a total of $759,980,182.00, specifying that this increase will be carried out through the capitalization of the amount of $40,161,789.00, resulting from the update due to inflationary effect on the amount of $190,000,000.00, which corresponds to the variable part of the share capital that was transformed into the fixed part of that institution in accordance with the resolution in the Unanimous Shareholders' Resolutions of June 21, 2017, as well as the amount of $98,843,947.00, resulting from the update due to inflationary effect on the amount of $430,974,446.00, which corresponds to the amount representing the fixed part of the share capital of Medi Access Seguros de Salud, S.A. de C.V., prior to the increase agreed in the Unanimous Shareholders' Resolutions of June 21, 2017.

7.

Through Official Letter 06-C00-41100/13451 of March 8, 2018, this Commission approved the reform to Article Two of the bylaws of Medi Access Seguros de Salud, S.A. de C.V., derived from the change of its corporate domicile from San Pedro Garza García, Nuevo León, to Mexico City, contained in public deed number 37,589 of February 8, 2017, granted before the notary of Lic. Mario Rischia Velázquez, holder of Public Notary Office number 80 of Mexico City, as agreed in the protocolization of the minutes of the Extraordinary General Shareholders' Meeting of May 19, 2015, registered in the Public Property and Commerce Registry, under commercial folios 138517* 1 and 231076*, on September 12 and November 7, 2017, respectively.

8.

Through Official Letter 06-C00-41100/56266 of October 3, 2017, this Commission approved the comprehensive reform of the bylaws of Medi Access Seguros de Salud, S.A. de C.V., contained in public instrument 36,374 of June 23, 2017, granted before the notary of Lic. Fernando Trueba Buenfil, Holder of Public Notary Office Number 42 of the State of Mexico, in which the protocolization of the Unanimous Shareholders' Resolutions held on June 20, 2017, is recorded.

9.

Through Official Letter 06-C00-41100/13975 of March 12, 2018, this Commission, among others, approved the reform to Article Six of the bylaws of Medi Access Seguros de Salud, S.A. de C.V., contained in public instrument number 36,618 of October 11, 2017, granted before the notary of Lic. Fernando Trueba Buenfil, Public Notary Number 42 of Ciudad Nezahualcóyotl, State of Mexico, in which, on the one hand, the partial protocolization of the Unanimous Shareholders' Resolutions of June 21, 2017, regarding the reform of Article Six of the bylaws of that insurance institution, referring to the fixed part of its share capital to reach the total amount of $620,974,446.00; and on the other hand, the protocolization of the Unanimous Shareholders' Resolutions of September 4, 2017, regarding the reform of Article Six of the bylaws of said institution, derived from the increase in its fixed share capital, leaving it at the total amount of $759,980,182.00.

10.

As a result of the above Background, the National Insurance and Bonding Commission presented before the Authorization Committee of said Commission, the proposal to modify the terms of the authorization of Medi Access Seguros de Salud, S.A. de C.V., in order to effect the change of its corporate domicile from San Pedro Garza García, Nuevo León, to Mexico City, as well as the modification regarding the amount of share capital it holds, in order to state that its capital must be expressed in Investment Units and paid in national currency, as ordered by article 49, first paragraph, of the Law of Insurance and Bonding Institutions.

11.

The aforementioned modification was submitted to the consideration of the Board of Directors of the National Insurance and Bonding Commission in its session 200 of April 24, 2018, which, taking into account the favorable opinion issued by the Authorization Committee of the same Commission, agreed as follows:

"UNIQUE.- The terms of the authorization granted to Medi Access Seguros de Salud, S.A. de C.V., are MODIFIED, in order to reflect the modifications made in the bylaws of said institution, which are described below:

"a) The change of corporate domicile of the reference institution from San Pedro Garza García, Nuevo León, to Mexico City.

"b) Eliminate the reference to the capital amount of said insurance institution, replacing it with wording that establishes that 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, which must be expressed in Investment Units and paid in national currency, in accordance with article 49, first paragraph, of the Law of Insurance and Bonding Institutions. "

CONSIDERING

FIRST.- That article 369, section II, of the Law of Insurance and Bonding 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.- That as a result of the resolution issued in the aforementioned Official Letters 06-C00-41100/56266, 06-C00-41100/13451, and 06-C00-41100/13975 of October 3, 2017, March 8 and 12, 2018, respectively, 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, Articles One and Three, first paragraph, sections II, subsection a), and III, of the authorization granted to Medi Access Seguros de Salud, S.A. de C.V., to operate as an insurance institution, are modified, so that the aforementioned parts remain in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO MEDI ACCESS HEALTH INSURANCE, S.A. DE C.V., TO ORGANIZE AND OPERATE AS AN INSURANCE INSTITUTION, IN THE OPERATION OF ACCIDENTS AND ILLNESSES, IN THE LINES OF HEALTH AND MEDICAL EXPENSES, UNDER THE FOLLOWING TERMS:

"ARTICLE ONE.- In exercise of the power conferred by article 5 of the repealed General Law of Insurance and Mutual Insurance Companies 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 Bonding Institutions to the National Insurance and Bonding Commission, authorization is granted to Medi Access Seguros de Salud, S.A. de C.V., to function as an insurance institution specialized in health and medical expenses.

" ...

"ARTICLE THREE.- The insurance institution shall be subject to the provisions of the Law of Insurance and Bonding 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 share capital will be variable according to the following:

"a).- The insurance 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 Law of Insurance and Bonding Institutions.

" ...

"III. The corporate domicile of the insurance institution will be Mexico City.

" ... ".

SECOND.- The authorization granted to Medi Access Seguros de Salud, S.A. de C.V., to organize and operate as an insurance institution, after the modification indicated in the previous Resolutive, remains entirely in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO MEDI ACCESS HEALTH INSURANCE, S.A. DE C.V., TO ORGANIZE AND OPERATE AS AN INSURANCE INSTITUTION, IN THE OPERATION OF ACCIDENTS AND ILLNESSES, IN THE LINES OF HEALTH AND MEDICAL EXPENSES, UNDER THE FOLLOWING TERMS:

"ARTICLE ONE.- In exercise of the power conferred by article 5 of the repealed General Law of Insurance and Mutual Insurance Companies 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 Bonding Institutions to the National Insurance and Bonding Commission, authorization is granted to Medi Access Seguros de Salud, S.A. de C.V., to function as an insurance institution specialized in health and medical expenses.

"ARTICLE TWO.- The insurance institution is authorized to practice the operation of accidents and illnesses, in the lines of health and medical expenses.

"ARTICLE THREE.- The insurance institution shall be subject to the provisions of the Law of Insurance and Bonding 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 will be "Medi Access Seguros de Salud, S.A. de C.V.".

" II.- The share capital will be variable according to the following:

"a).- The insurance 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 Law of Insurance and Bonding Institutions.

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

" III. The corporate domicile of the insurance institution will be Mexico City.

" ARTICLE FOUR.- By its very nature, this authorization is non-transferable. "

THIRD.- These resolutions must be published in the Official Federal Diary and in two widely circulated newspapers from the corporate domicile of the institution, within one hundred and twenty days following the date of their notification to Medi Access Seguros de Salud, S.A. de C.V., in accordance with what is established in article 11 of the Law of Insurance and Bonding Institutions, at the expense of the interested parties.

These resolutions are issued based on the information provided by the petitioner contained in the letters submitted and are limited exclusively to the modification of the authorization granted to Medi Access Seguros de Salud, S.A. de C.V., in the terms described, which in accordance with the applicable provisions, fall within the competence of this Commission to resolve, and do not prejudge any act that said society carries out that implies prior authorization or approval from other financial, administrative, tax, or any other authorities, in accordance with current regulations, nor do they validate 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, 369, section II, 370, last paragraph, and 372, section XLI, of the Law of Insurance and Bonding Institutions, as well as articles 6 and 9 of the Internal Regulations of the National Insurance and Bonding Commission.

Respectfully,

Effective Suffrage. No Re-election.

Mexico City, April 25, 2018. - The President of the National Insurance and Bonding Commission, Norma Alicia Rosas Rodríguez. - Rubric.

(R.- 473369)

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