Official Letter Modifying the Authorization Granted to MetLife Mexico, S.A. to Operate as a Subsidiary Insurance Institution

DOF: 26/03/2018

OFFICIAL LETTER modifying the authorization granted to MetLife Mexico, S.A.

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 Bonds Commission.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-directorate for Advisory Services.- File: C00.411.13.2.1-S0034"17".- Official Letter No. 06-C00-41100/09626.

SUBJECT:

The authorization granted to

MetLife Mexico, S.A.

is modified.

METLIFE MEXICO, S.A.

Paseo de los Tamarindos No. 400-B

Arcos Tower, 7th Floor

Col. Bosques de las Lomas

Cuajimalpa

05120, Mexico City

Attention to:

Lic. Mauricio Andrade García Alonso

Legal Representative

The Federal Government through the National Insurance and Bonds Commission, and with prior Agreement of its

Board of Directors,

based on articles 11, 75, 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 Bonds Commission, issues the present Resolutions

in attention to the following

Background and Considerations:

BACKGROUND

I.

MetLife Mexico, S.A., was authorized by the Ministry of Finance and Public Credit to function and

operate as a subsidiary insurance institution, through Official Letter 102-E-366-DGSV-l-B-a-794 of March 11,

1991. This authorization was last modified by said Department through

Official Letter 366-039/11 of March 8, 2011.

II.

Through a written request dated January 17, 2017, Metlife Mexico Holdings, S. de R.L. de C.V., through its

legal representative, Lic. Mauricio Andrade García Alonso, requested authorization from this Commission for

its represented entity, in the capacity of a Related Entity, to acquire 99.05% of the shares

representative of the social capital of MetLife Mexico, S.A., owned at that time by

Metropolitan Global Management, LLC., as well as the consequent approval of the reform to

Clause First of the bylaws of such institution to reflect the inclusion of its

new Related Entity.

Likewise, MetLife Mexico, S.A., through its legal representative Lic. Mauricio Andrade García

Alonso, Metropolitan Global Management, LLC., through its proxy Mr. Patrick

O'Grady, and Metropolitan Life Insurance Company, through Mr. Timothy Ring, ratified in their

totality the content of the referenced authorization request, its annexes and the documentation

presented in extension to said request.

III.

Since the Board of Directors of this Commission, in its session 195 of July 20, 2017,

authorized the divestment by Metropolitan Global Management, LLC., of 99.05% of the

shares representative of the social capital of MetLife Mexico, S.A., and the consequent acquisition

of

such shares by Metlife Mexico Holdings, S. de R.L. de C.V., through Official Letter 06-C00- 41100/42757 of July 25, 2017, this Commission made said authorization known to MetLife

Mexico, S.A., Metropolitan Global Management, LLC., Metlife Mexico Holdings, S. de R.L. de C.V. and

Metropolitan Life Insurance Company; likewise, it instructed MetLife Mexico, S.A., to send

the first notarial copy and a certified copy of the deed of protocolization of its

Unanimous Shareholder Resolutions where its new shareholding structure and the

consequent reform to Clause First of its bylaws would be recorded.

IV.

Through Official Letter 06-C00-41100/65137 of November 29, 2017, this Commission approved the

modification to Clause First of the bylaws of MetLife Mexico, S.A., contained in

the

public deed number 16,409 of October 20, 2017, granted before the notary Lic. Francisco

García Villegas Sánchez Cordero, holder of public notary number 248 of this Mexico City,

where the protocolization of the Unanimous Shareholder Resolutions of MetLife

Mexico,

S.A., of October 2, 2017, is recorded, from which it is derived that the Related Entity

Metlife Mexico

Holdings, S. de R.L. de C.V., is the current owner of 99.05% of the social capital of MetLife Mexico,

S.A.; as well as the modification of Clause First of its bylaws to state that

it is a subsidiary of Metropolitan Life Insurance Company, of New York, United States of America,

through the Related Entity Metlife Mexico Holdings, S. de R.L. de C.V.

V.

The modification to the bases of the authorization of

MetLife Mexico, S.A., to operate as an insurance institution, was submitted to the consideration of the Board of Directors of this National Commission of

Insurance and

Bonds in its Session 199 of February 20, 2018, which agreed, with the prior favorable opinion of the Authorizations Committee of the same Commission, the following:

" FIRST.-

MODIFY the bases of the authorization granted to MetLife Mexico,

S.A., to reflect that it is a subsidiary of Metropolitan Life Insurance Company, of

New York, United States of America, through the Related Entity

Metlife Mexico Holdings, S. de R.L. de C.V.

" SECOND.- MODIFY the bases of the authorization of that insurance institution

regarding its social capital to eliminate the reference to the amount of capital,

substituting it with wording that establishes that the institution must have

the minimum paid-in capital determined for the year in question, for each

operation and lines of business it has authorized, which must be expressed in Units

of Investment and covered in national currency, in terms of article 49, paragraph

first, of the Law of Insurance and Bonding Institutions.

" This is based on articles 11, 75 and 369, section II, of the

Law of Insurance and Bonding Institutions. "

CONSIDERATIONS

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 to modify the authorizations to organize,

operate and function as an insurance institution.

SECOND.- That in terms of what is stated in the Background IV and V of this Official Letter, the Board of

Directors of this Commission in its Session 199 of February 20, 2018, agreed to modify the bases of the

authorization granted to that insurance institution.

In view of the foregoing, the following are issued:

RESOLUTIONS

FIRST.- The Preamble, as well as Articles First and Third, first paragraph and section II,

of the authorization granted to MetLife Mexico, S.A., are modified in the following terms:

" AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO METLIFE MEXICO,

S.A., TO CONTINUE OPERATING AS AN INSURANCE INSTITUTION

SUBSIDIARY OF METROPOLITAN LIFE INSURANCE COMPANY, AN

FINANCIAL INSTITUTION FROM ABROAD FROM NEW YORK, UNITED STATES OF

AMERICA, THROUGH THE RELATED ENTITY METLIFE MEXICO

HOLDINGS, S. DE R.L. DE C.V., UNDER THE FOLLOWING TERMS:

" ARTICLE FIRST.- In exercise of the power conferred to the Federal Government by

articles 5, 33-A, 33-B and 33-C of the repealed General Law of Insurance and

Mutual Insurance Institutions, to the Ministry of Finance and Public Credit,

and

which from April 4, 2015, is conferred by article 75 of the Law of Institutions

of Insurance and Bonding, to the National Insurance and Bonds Commission, MetLife

Mexico, S.A., is authorized to organize and operate as an insurance

institution subsidiary

of Metropolitan Life Insurance Company, Financial Institution from Abroad from New

York, United States of America, through the Related Entity Metlife

Mexico Holdings, S. de R.L. de C.V.

" ...

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

dispositions 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:

" ...

" II. The institution must have the minimum paid-in capital determined for

the year in question, for each operation and lines of business it has authorized, which

must be expressed in Units of Investment and covered in national currency, in

terms of article 49, first paragraph, of the Law of Insurance and

Bonding Institutions.

" ... . " .

SECOND.- The authorization granted to MetLife Mexico, S.A., to organize and operate as an institution

of subsidiary insurance, after the modification indicated in the previous Resolutive, remains entirely in the

following terms:

" AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO METLIFE MEXICO, S.A., FOR

IT TO CONTINUE OPERATING AS AN INSURANCE INSTITUTION SUBSIDIARY OF

METROPOLITAN LIFE INSURANCE COMPANY, A FINANCIAL INSTITUTION FROM

ABROAD FROM NEW YORK, UNITED STATES OF AMERICA, THROUGH THE

RELATED ENTITY METLIFE MEXICO HOLDINGS, S. DE R.L. DE C.V., UNDER THE

FOLLOWING TERMS:

" ARTICLE FIRST.- In exercise of the power conferred to the Federal Government by

articles 5, 33-A, 33-B and 33-C of the repealed General Law of Insurance and

Mutual Insurance Institutions, to the Ministry of Finance and Public Credit,

and

which from April 4, 2015, is conferred by article 75 of the Law of Institutions

of Insurance and Bonding, to the National Insurance and Bonds Commission, MetLife

Mexico, S.A., is authorized to organize and operate as an insurance

institution subsidiary

of Metropolitan Life Insurance Company, Financial Institution from Abroad from New

York, United States of America, through the Related Entity Metlife

Mexico Holdings, S. de R.L. de C.V.

" ARTICLE SECOND.- The subsidiary insurance institution is authorized to

practice the operation of life insurance, as well as the operation of insurance

for

accidents and illnesses, in the lines of personal accidents and medical expenses.

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

dispositions 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 name shall be MetLife Mexico, Sociedad Anónima.

" II. The institution must have the minimum paid-in capital determined for

the year in question, for each operation and lines of business it has authorized, which

must be expressed in Units of Investment and covered in national currency, in

terms of article 49, first paragraph, of the Law of Insurance and

Bonding Institutions.

" III. The domicile shall be Mexico City, Federal District.

" IV. 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 from the social domicile of the institution, within one hundred twenty days

following the date of their notification to MetLife Mexico, S.A., in terms of what is provided in article 11,

in relation to article 75, both of the Law of Insurance and Bonding Institutions, at the expense of

the

interested parties.

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

written submissions sent and is limited exclusively to the modification of the authorization granted to MetLife Mexico,

S.A., under the terms described which, in accordance with the applicable provisions, it is competent for this

Commission to resolve, and does not prejudge any act that said society carries out and which implies prior

authorization or approval from other financial, administrative, tax or any other authorities, in terms of

current regulations, nor does it validate the legality or validity of said acts in case

such authorizations or approvals are not obtained.

This is made known to you, based on articles 11, 75, 369, section II, 370,

last paragraph, and 372, section XLI, of the Law of Insurance and Bonding Institutions, as well as in

articles 6 and 9 of the Internal Regulations of the National Insurance and Bonds Commission.

Respectfully,

Effective Suffrage. No Re-election.

Mexico City, February 21, 2018. - The President of the National Insurance and Bonds Commission,

Norma Alicia Rosas Rodríguez.- Signature.

(R.- 464556)

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