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

DOF: 11/05/2016

OFFICIAL LETTER modifying the authorization granted to MetLife Más, S.A. de C.V. to operate as a subsidiary 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-Advisory Directorate.- File: C00.411.13.2.1-S0058â15 ".- Official Letter No. 06-C00-41100/02626.

SUBJECT:

The authorization of your institution is modified.

METLIFE MÁS, S.A. DE C.V.

Blvd. Manuel Ávila Camacho No. 32, Floor 19

Col. Lomas de Chapultepec

Miguel Hidalgo

11000 Mexico City

Attention:

Lic. Mauricio Andrade García Alonso

Legal Representative

The Federal Government through the National Insurance and Bonding Commission and prior Agreement of its Board of Directors, based on articles 75 and 369, fraction II, 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 this resolution in attention to the following Background and Considerations:

BACKGROUND

MetLife Más, S.A. de C.V., is a company authorized by the Federal Government through the Ministry of Finance and Public Credit to function as an insurance institution to carry out life operations, as well as accidents and illnesses, in the branches of personal accidents and medical expenses, according to the resolution issued by said Ministry through Official Letter 366-IV-5151 of September 10, 2002, published in the Official Gazette of the Federation on August 26, 2005 and last modified by means of the different 366-III-327/13 of June 11, 2013.

By letter of April 17, 2015, MetLife Más, S.A. de C.V. and MetLife International Holdings, Inc. (currently MetLife International Holdings, LLC.), through its legal representative, Mr. Sergio Romero Velázquez, requested authorization from this Commission for:

a) The company American Life Insurance Company, Foreign Financial Institution of MetLife Más, S.A. de C.V., to carry out the contribution of capital in a "descending chain" of the shares of said institution in favor of: (i) MetLife Global Holding Company I, GMBH.; (ii) immediately thereafter MetLife Global Holding Company I, GMBH., transmits them in favor of MetLife Global Holding Company II, GMBH and; (iii) the latter transmits them in favor of MetLife International Holdings, LLC., such that American Life Insurance Company is allowed to continue as a Foreign Financial Institution of MetLife Más, S.A. de C.V.

b) The company MetLife International Holdings, Inc., once transformed into "MetLife International Holdings, LLC.", may function as a Related Company of American Life Insurance Company, since MetLife International Holdings, LLC., will be indirectly controlled by American Life Insurance Company, through the respective transfers both to MetLife Global Holding Company I, GMBH., and to MetLife Global Holding Company II, GMBH., of the interest of American Life Insurance Company, in MetLife International Holding, LLC., and the latter will finally own directly and in a direct manner the shares of MetLife Más, S.A. de C.V.

c) Consequently, the authorization of MetLife Más, S.A. de C.V. is modified, considering the changes in the shareholding structure and the form of participation of the Foreign Financial Institution American Life Insurance Company and the Related Company MetLife International Holdings, LLC., in the share capital of MetLife Más, S.A. de C.V.

Likewise, they requested that note be taken that the company MetLife International Holdings, Inc., will transform from an Incorporated (anonymous society) to a Limited Liability Company (limited liability society).

As a result of the above, the National Insurance and Bonding Commission presented before the Authorization Committee of said Commission, in its session held on October 13, 2015, the proposal for approval of the acquisitions referred to and of the modification of the terms of the authorization mentioned in Background 1) of the present, derived from the change of Related Company of MetLife Más, S.A. de C.V., issuing said Committee its favorable opinion to carry out such acquisitions and to modify the authorization once MetLife International Holdings, LLC., acquired the 280,892 Series "E" shares, equivalent to 99.9997546% of the share capital of MetLife Más, S.A. de C.V.

The modification mentioned was submitted to the consideration of the Board of Directors of the National Insurance and Bonding Commission in its session 184 of October 27, 2015 and taking into consideration the favorable opinion issued by the aforementioned Committee, agreed to authorize the acquisitions referred to in Background 2), subsection a), of the present and modify the authorization mentioned in the terms proposed by said Committee.

Through Official Letter 06-C00-41100/24628 of October 29, 2015, MetLife Más, S.A. de C.V. was informed of the agreement by which the Board of Directors of the National Insurance and Bonding Commission resolved:

"FIRST.- The Board of Directors of this Commission, in its session 184 of October 27, 2015, taking into consideration the opinion issued by the Authorization Committee of the same Commission, in its session held on October 13, 2015, based on articles 50, fraction II, second paragraph, 74, 80, 81 and 369, fraction II, of the Law of Insurance and Bonding Institutions, in the First, second paragraph, and Fourth of "the Subsidiary Rules", resolved TO AUTHORIZE that within 60 days following the date on which this act is notified to them:

a) American Life Insurance Company, alienate 280,892 series "E" shares, equivalent to 99.9997546% of the share capital of MetLife Más, S.A. de C.V., in favor of MetLife Global Holding Company I, GMBH and for it to acquire them.

b) MetLife Global Holding Company I, GMBH., in accordance with the transitional scheme presented, acquire from American Life Insurance Company 280,892 series "E" shares, equivalent to 99.9997546% of the share capital of MetLife Más, S.A. de C.V., and alienate said shares in favor of MetLife Global Holding Company II, GMBH and for it to acquire them.

c) MetLife Global Holding Company II, GMBH., in accordance with the transitional scheme presented, acquire from MetLife Global Holding Company I, GMBH., 280,892 series "E" shares, equivalent to 99.9997546% of the share capital of MetLife Más, S.A. de C.V., and alienate said shares in favor of MetLife International Holdings, LLC.

d) MetLife International Holdings, LLC. (formerly MetLife International Holdings, Inc.), in its capacity as Related Company of American Life Insurance Company, acquire 280,892 series "E" shares, equivalent to 99.9997546% of the share capital of MetLife Más, S.A. de CV.

The foregoing, understanding that the companies mentioned must inform the National Insurance and Bonding Commission each of the alienation and acquisition operations that are carried out and after the deadline of 60 business days following the date on which the authorization granted is notified, American Life Insurance Company, MetLife Global Holding Company I, GMBH. and MetLife Global Holding Company II, GMBH., will not be authorized to hold the shares representing the share capital of MetLife Mas, S.A. de C.V.".

SECOND.- TO AUTHORIZE that once the alienation mentioned in subsection d) of the previous point is carried out, the authorization of Metlife Más, S.A. de C.V. is modified, derived from the change of Related Company.

..."

By letter of December 8, 2015, Lic. Mauricio Andrade García Alonso, legal representative of American Life Insurance Company, MetLife Global Holding Company I, GMBH., MetLife Global Holdings Company II, GMBH., MetLife International Holdings, LLC., and MetLife Más, S.A. de C.V., informed this Commission that in compliance with Resolution First of Official Letter 06-C00-41100/24628, on November 30, 2015, the transfer of 280,892 Series "E" shares of the share capital of MetLife Más, S.A. de C.V. took place, sending in effect the corresponding share certifications to prove the transfers of shares of the share capital of MetLife Más, S.A. de C.V., in accordance with the approved transitional scheme; therefore the current majority shareholder and Related Company of MetLife Más, S.A. de C.V., is MetLife International Holdings, LLC.

CONSIDERATIONS

SOLE.- That as a result of the resolutions issued in the aforementioned Official Letter 06-C00-41100/24628 of October 29, 2015, and as a consequence of what is stated in Background 6), the terms of the authorization granted to that insurance institution must be modified.

RESOLUTIONS

First.- The Preamble and Articles First and Third, first paragraph, of the authorization granted to MetLife Más, S.A. de C.V., subsidiary of American Life Insurance Company, of Wilmington, Delaware, United States of America, through the Related Company MetLife International Holdings, LLC., are modified, leaving the parts mentioned in the following terms:

AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO METLIFE MÁS, S.A. DE C.V., TO FUNCTION AS A SUBSIDIARY INSURANCE INSTITUTION OF AMERICAN LIFE INSURANCE COMPANY, OF WILMINGTON, DELAWARE, UNITED STATES OF AMERICA, THROUGH THE RELATED COMPANY METLIFE INTERNATIONAL HOLDINGS, LLC., IN 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 and Mutual Societies, to the Ministry of Finance and Public Credit, and which from April 4, 2015, is conferred by article 75 of the Law of Insurance and Bonding Institutions, to the National Insurance and Bonding Commission, MetLife Más, S.A. de C.V. is authorized to function as a subsidiary insurance institution of American Life Insurance Company, of Wilmington, Delaware, United States of America, through the Related Company MetLife International Holdings, LLC.

..."

ARTICLE THIRD.- The subsidiary insurance institution will be subject to the provisions of the Law of Insurance and Bonding 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:

..."

Second.- In accordance with the "Decree by which various provisions of the Political Constitution of the United Mexican States are declared reformed and repealed, in matters of the political reform of Mexico City", published in the Official Gazette of the Federation on January 29, 2016, based on article 372, fraction XXII, of the Law of Insurance and Bonding Institutions, Article Third, fraction III, of the aforementioned authorization is modified in the following terms:

"..."

III.- The social domicile of the subsidiary insurance institution shall be Mexico City.

..."

Third.- The authorization granted to MetLife Más, S.A. de C.V., to organize and operate as an insurance institution, after the modification mentioned in the previous Resolutive, remains in its entirety in the following terms:

AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO METLIFE MÁS, S.A. DE C.V., TO FUNCTION AS A SUBSIDIARY INSURANCE INSTITUTION OF AMERICAN LIFE INSURANCE COMPANY, OF WILMINGTON, DELAWARE, UNITED STATES OF AMERICA, THROUGH THE RELATED COMPANY METLIFE INTERNATIONAL HOLDINGS, LLC., IN 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 and Mutual Societies, to the Ministry of Finance and Public Credit, and which from April 4, 2015, is conferred by article 75 of the Law of Insurance and Bonding Institutions, to the National Insurance and Bonding Commission, MetLife Más, S.A. de C.V. is authorized to function as a subsidiary insurance institution of American Life Insurance Company, of Wilmington, Delaware, United States of America, through the Related Company MetLife International Holdings, LLC.

ARTICLE SECOND.- The subsidiary insurance institution is authorized to carry out in insurance the operations of life, as well as accidents and illnesses, in the branches of personal accidents and medical expenses.

ARTICLE THIRD.- The subsidiary insurance institution will be subject to the provisions of the Law of Insurance and Bonding 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.- The denomination will be MetLife Más, followed by the words Sociedad Anónima de Capital Variable or its abbreviation S.A. de C.V.

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

a).- The minimum fixed share capital without right to withdrawal will be the amount of two hundred eighty million eight hundred ninety-three thousand pesos National Currency.

b).- The amount of the variable capital with right to withdrawal in no case may be greater than the paid capital without right to withdrawal.

III.- The social domicile of the subsidiary insurance institution shall be Mexico City.

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

Fourth.- These resolutions must be published in the Official Gazette of the Federation and in two widely circulated newspapers of the social domicile of the institution, within one hundred twenty days following the date of its notification to MetLife Más, S.A. de C.V., in terms of what is provided in articles 11, in relation to 74 and 75 of the Law of Insurance and Bonding Institutions, at the expense of the interested parties.

Respectfully,

Effective Suffrage. No Re-election.

Mexico City, February 05, 2016.- The President of the National Insurance and Bonding Commission, Norma Alicia Rosas Rodríguez.- Rubric.

(R.- 430519)

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