Official Letter Modifying the Authorization Granted to MetLife Pensiones México, S.A. to Operate as a Specialized Pension Insurance Subsidiary

DOF: 26/03/2018

OFFICIAL LETTER modifying the authorization granted to MetLife Pensiones México, 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.- File: C00.411.13.2.1-P0909"17".- Official No. 06-C00-41100/09606.

SUBJECT:

The authorization granted to MetLife Pensiones México, S.A. is modified.

METLIFE PENSIONES MÉXICO, S.A. Paseo de los Tamarindos No. 400-B Torre Arcos, Floor 7 Col. Bosques de las Lomas Cuajimalpa 05120, Mexico City

Attention: Lic. Mauricio Andrade García Alonso Legal Representative

The Federal Government through the National Insurance and Bonds Commission, and prior Agreement of its Government Board, 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 these Resolutions in attention to the following Background and Considerations:

BACKGROUND

I.

MetLife Pensiones México, S.A., was authorized by the Ministry of Finance and Public Credit to function and operate as a specialized pension insurance subsidiary derived from the social security laws, through Official Letter 366-IV-6077 of November 29, 2002. Said authorization was last modified by the aforementioned Department through Official Letter 366-040/11 of March 8, 2011.

II.

Through a written submission dated January 17, 2017, Metlife México 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 Related Company, to acquire 97.51% of the shares representative of the social capital of MetLife Pensiones México, S.A., owned at that time by Metropolitan Global Management, LLC., as well as the consequent approval of the reform to the First Clause of the bylaws of such institution to record the inclusion of its new Related Company.

Likewise, MetLife Pensiones México, S.A., through its legal representative Lic. Mauricio Andrade García Alonso, Metropolitan Global Management, LLC., through its attorney Mr. Patrick O'Grady, and Metropolitan Life Insurance Company, through Mr. Timothy Ring, ratified in their entirety the content of the referenced authorization request, its annexes and the documentation presented in extension to said request.

III.

Since the Government Board of this Commission, in its session 195 of July 20, 2017, authorized the alienation by Metropolitan Global Management, LLC., of 97.51% of the shares representative of the social capital of MetLife Pensiones México, S.A., and the consequent acquisition of such shares by Metlife México Holdings, S. de R.L. de C.V., through Official Letter 06-C00-41100/42739 of July 25, 2017, this Commission made known such authorization to MetLife Pensiones México, S.A., Metropolitan Global Management, LLC., Metlife México Holdings, S. de R.L. de C.V. and Metropolitan Life Insurance Company; likewise, it instructed MetLife Pensiones México, S.A., to remit the first notarial copy and a certified copy of the deed of protocolization of its Unanimous Shareholders' Resolutions where its new shareholder structure and the consequent reform to the First Clause of its bylaws would be recorded.

IV.

Through Official Letter 06-C00-41100/65135 of November 29, 2017, this Commission approved the modification to the First Clause of the bylaws of MetLife Pensiones México, S.A., contained in public deed number 16,410 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 Shareholders' Resolutions of MetLife Pensiones México, S.A., of October 2, 2017, is recorded, from which it is derived that the Related Company Metlife México Holdings, S. de R.L. de C.V., is the current owner of 97.51% of the shares representative of the social capital of MetLife Pensiones México, S.A.; as well as the modification of the First Clause 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 Company Metlife México Holdings, S. de R.L. de C.V.

V.

The modification to the bases of the authorization of MetLife Pensiones México, S.A., to operate as an insurance institution was submitted to the consideration of the Government Board of this National Insurance and Bonds Commission in its Session 199 of February 20, 2018, which agreed, prior to favorable opinion of the Authorizations Committee of the same Commission, the following:

" FIRST.- MODIFY the bases of the authorization granted to MetLife Pensiones México, S.A., to record that it is a subsidiary of Metropolitan Life Insurance Company, of New York, United States of America, through the Related Company Metlife México Holdings, S. de R.L. de C.V.

SECOND.- MODIFY the bases of the authorization of said insurance institution regarding its social capital to eliminate the reference to the capital amount, 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 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 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 Government Board 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 Backgrounds IV and V of this Official Letter, the Government Board of this Commission in its Session 199 of February 20, 2018, agreed to modify the bases of the authorization granted to said 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 Pensiones México, S.A., are modified in the following terms:

" AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO METLIFE PENSIONES MÉXICO, S.A., TO CONTINUE OPERATING AS AN INSURANCE INSTITUTION SUBSIDIARY OF METROPOLITAN LIFE INSURANCE COMPANY, FINANCIAL INSTITUTION FROM ABROAD FROM NEW YORK, UNITED STATES OF AMERICA, THROUGH THE RELATED COMPANY METLIFE MÉXICO HOLDINGS, S. DE R.L. DE C.V., IN 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 Societies, 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 Pensiones México, 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 Company Metlife México 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 line of business it has authorized, the which must be expressed in Investment Units and paid in national currency, in terms of article 49, first paragraph, of the Law of Insurance and Bonding Institutions.

" ... . " .

SECOND.- The authorization granted to MetLife Pensiones México, S.A., to organize and operate as a subsidiary insurance institution, after the modification indicated in the previous Resolutive, remains entirely in the following terms:

" AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO METLIFE PENSIONES MÉXICO, S.A., TO CONTINUE OPERATING AS AN INSURANCE INSTITUTION SUBSIDIARY OF METROPOLITAN LIFE INSURANCE COMPANY, FINANCIAL INSTITUTION FROM ABROAD FROM NEW YORK, UNITED STATES OF AMERICA, THROUGH THE RELATED COMPANY METLIFE MÉXICO HOLDINGS, S. DE R.L. DE C.V., IN 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 Societies, 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 Pensiones México, 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 Company Metlife México Holdings, S. de R.L. de C.V.

" ARTICLE SECOND.- The subsidiary insurance institution is authorized to practice life insurance operations, with the sole purpose of operating pension insurance, derived from social security laws.

" 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 Pensiones México, Sociedad Anónima.

" II. 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, the which must be expressed in Investment Units and paid in national currency, in terms of article 49, first paragraph, of the Law of Insurance and Bonding Institutions.

" III. The social domicile of the subsidiary insurance institution 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 newspapers of wide circulation from the social domicile of the institution, within one hundred and twenty days following the date of its notification to MetLife Pensiones México, 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 Pensiones México, S.A., 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 society carries out and which implies the prior authorization or approval of other financial, administrative, tax or any other authorities, in terms of current regulations, nor validates the legality or validity of the same in case of not obtaining said authorizations or approvals.

You are hereby informed of the foregoing, 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 the 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.- Rubric.

(R.- 464558)

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