Official Letter modifying the authorization granted to Old Mutual Life, S.A. de C.V. to operate as an insurance institution

DOF: 28/02/2019

OFFICIAL LETTER modifying the authorization granted to Old Mutual Life, S

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-S0088"17".- Official Letter No. 06-C00-41100/56035.

SUBJECT:

The authorization granted to

Old Mutual Life, S.A. de C.V. is modified.

OLD MUTUAL LIFE, S.A. DE C.V.

Paseo de la Reforma No. 265, PH 1

Col. Cuauhtémoc

Cuauhtémoc Borough

06500, Mexico City

Attention: Mr. Jorge David Galvis Suárez Legal Representative

The Federal Government through the National Insurance and Bonds Commission and with the 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 Bonds Institutions, as well as articles 6 and 9 of the Internal Regulations of the National Insurance and Bonds Commission, issues these Resolutions in response to the following:

Background and Considerations:

BACKGROUND

I.

Old Mutual Life, 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 102-E-366-DGSV-l-B-a-1477 of May 23, 1995, published in the Official Gazette of the Federation on August 16, 1995. This authorization was last modified by said Department through Official Letter 366-III-640/13 of October 14, 2013, published in the aforementioned Official Gazette on February 28, 2014.

II.

Through a written submission on December 8, 2017, Mr. Jorge David Galvis Suárez, in his capacity as legal representative of Old Mutual Life, S.A. de C.V., and Mr. Rafael Marcel Bringas Flores, in his capacity as legal representative of Old Mutual Compañía de Seguros de Vida, S.A. (of the Republic of Colombia), requested authorization from this Commission to carry out:

(i)

The direct alienation of 1 share of Series "E" representing 0.01% of the social capital of Old Mutual Life, S.A. de C.V., by Old Mutual Group (UK) Limited, and the acquisition thereof by Old Mutual Asistencia Profesional, S.A. de C.V.

(ii)

The alienation of all but one of the Series "E" shares of said insurer, representing 99.99% of its social capital, by the current Related Company OM Latin America HoldCo UK Limited (formerly Skandia Europe and Latin America Holdings Limited), and the acquisition of such shares by the company Old Mutual México Holdings, S.A. de C.V., as the new Related Company.

The foregoing, without said alienations implying changes in the organizational or corporate governance structure of Old Mutual Life, S.A. de C.V., in its activity plan or in its strategic program.

III.

In extension to the aforementioned request, through a written submission on May 21, 2018, Old Mutual Life, S.A. de C.V., through its legal representative, Mr. Jorge David Galvis Suárez, presented a request for approval to carry out a comprehensive reform of its bylaws, which included its new Foreign Financial Institution, Old Mutual Compañía de Seguros de Vida, S.A., also known as Old Mutual Seguros de Vida, S.A.

IV.

The Board of Directors of this Commission, in its session 203 of September 5, 2018, taking into consideration the favorable opinion issued by the Authorizations Committee of the same Commission, in its session held on August 14, 2018, based on the provisions of articles 41, section II, 50, section II, 74, 77, 80, 81 and 369, section II, of the Law of Insurance and Bonds Institutions; in Provisions 2.2.1 to 2.2.4., in Chapters 39.1. and 39.6. and in Annex 2.2.3-b., of the Unified Insurance and Bonds Circular; and in the First and Fourth of the Rules for the Establishment of Subsidiaries of Foreign Financial Institutions, published in the Official Gazette of the Federation on December 31, 2014, agreed to grant the authorizations requested regarding the alienations and acquisitions referred to in Background II of this Official Letter.

V.

Through Official Letter 06-C00-41100/47528 of September 6, 2018, this Commission authorized the alienations and acquisitions of shares representing the capital of Old Mutual Life, S.A. de C.V., as indicated in Background II of this Official Letter.

VI.

Through Official Letters 06-C00-41100/48211 and 06-C00-41100/52258 of September 7 and October 10, 2018, respectively, this Decentralized Body approved the comprehensive reform of the bylaws of Old Mutual Life, S.A. de C.V.; and accepted as presented the first and second testimonies of public deed number 92,311 of September 20, 2018, granted before the notary of Lic. Mauricio Gálvez Muñoz, holder of Public Notary Office number 39 of Mexico City, where the protocolization of the Unanimous Shareholders' Resolutions of that institution, of September 10, 2018, is recorded, in which it was agreed, among other things, its new shareholding structure derived from the acquisition of shares referred to, as well as the comprehensive reform of its bylaws.

VII.

The Board of Directors of this Commission, in its Session 205 of November 29, 2018, taking into consideration the favorable opinion issued by the Authorizations Committee of the same Commission, in its session held on November 20, 2018, based on the provisions of articles 11, 75 and 369, section II, of the Law of Insurance and Bonds Institutions; in Provisions 2.3.1. to 2.3.3., 2.3.7. and in Chapters 39.1. and 39.6. of the Unified Insurance and Bonds Circular, agreed to modify the bases of the authorization granted to Old Mutual Life, S.A. de C.V., in order to reflect the reforms made to the bylaws of that institution, which are described below:

·

Indicate that Old Mutual Life, S.A. de C.V., is a subsidiary of the Foreign Financial Institution Old Mutual Seguros de Vida, S.A. (of the Republic of Colombia), also known as Old Mutual Compañía de Seguros de Vida, S.A., through Old Mutual México Holdings, S.A. de C.V., a Related Company of the United Mexican States.

·

Eliminate the words "Federal District" from its social domicile, in accordance with the "Decree declaring reforms and repeals of various provisions of the Political Constitution of the United Mexican States, in matters of the political reform of Mexico City", published in the Official Gazette of the Federation on January 29, 2016.

·

Eliminate the reference to the amount of its social capital, 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 or line of business it has authorized, which must be expressed in Investment Units and covered in national currency, in terms of article 49, first paragraph, of the Law of Insurance and Bonds Institutions.

CONSIDERATIONS

FIRST.- That article 369, section II, of the Law of Insurance and Bonds 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 Background VII of this Official Letter, the Board of Directors of this Commission in its Session 205, 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 and Articles First and Third, bases II, subsection a) and III, of the authorization granted to Old Mutual Life, S.A. de C.V., are modified in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, THROUGH THE NATIONAL INSURANCE AND BONDS COMMISSION, TO OLD MUTUAL LIFE, S.A. DE C.V., TO FUNCTION AS AN INSURANCE INSTITUTION SUBSIDIARY OF THE FOREIGN FINANCIAL INSTITUTION OLD MUTUAL SEGUROS DE VIDA, S.A., OF THE REPUBLIC OF COLOMBIA, ALSO KNOWN AS OLD MUTUAL COMPAÑÍA DE SEGUROS DE VIDA, S.A., THROUGH OLD MUTUAL MÉXICO HOLDINGS, S.A. DE C.V., A RELATED COMPANY OF THE UNITED MEXICAN STATES, 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 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 Bonds Institutions, to the National Insurance and Bonds Commission, Old Mutual Life, S.A. de C.V., is authorized to organize and operate as an insurance institution subsidiary of the Foreign Financial Institution Old Mutual Seguros de Vida, S.A., of the Republic of Colombia, also known as Old Mutual Compañía de Seguros de Vida, S.A., through Old Mutual México Holdings, S.A. de C.V., a Related Company of the United Mexican States.

"...

"ARTICLE THIRD.- The authorized subsidiary insurance institution shall be subject to the Free Trade Agreement between the United Mexican States, the Republic of Colombia and the Republic of Venezuela, to the Law of Insurance and Bonds Institutions, as well as to the provisions derived therefrom, to the General Law of Commercial Societies, to the Rules for the Establishment of Subsidiaries of Foreign Financial Institutions, and to the other norms applicable to it by their nature, and in particular, to the following bases:

"...

"II.- The social 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, which must be expressed in Investment Units and must be covered in national currency, in terms of article 49, first paragraph, of the Law of Insurance and Bonds Institutions.

" ...

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

" ... "

SECOND.- The authorization granted to Old Mutual Life, 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, THROUGH THE NATIONAL INSURANCE AND BONDS COMMISSION, TO OLD MUTUAL LIFE, S.A. DE C.V., TO FUNCTION AS AN INSURANCE INSTITUTION SUBSIDIARY OF THE FOREIGN FINANCIAL INSTITUTION OLD MUTUAL SEGUROS DE VIDA, S.A., OF THE REPUBLIC OF COLOMBIA, ALSO KNOWN AS OLD MUTUAL COMPAÑÍA DE SEGUROS DE VIDA, S.A., THROUGH OLD MUTUAL MÉXICO HOLDINGS, S.A. DE C.V., A RELATED COMPANY OF THE UNITED MEXICAN STATES, 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 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 Bonds Institutions, to the National Insurance and Bonds Commission, Old Mutual Life, S.A. de C.V., is authorized to organize and operate as an insurance institution subsidiary of the Foreign Financial Institution Old Mutual Seguros de Vida, S.A., of the Republic of Colombia, also known as Old Mutual Compañía de Seguros de Vida, S.A., through Old Mutual México Holdings, S.A. de C.V., a Related Company of the United Mexican States.

" ARTICLE SECOND.- The subsidiary insurance institution is authorized to carry out life insurance operations in the Mexican Republic.

" ARTICLE THIRD.- The authorized subsidiary insurance institution shall be subject to the Free Trade Agreement between the United Mexican States, the Republic of Colombia and the Republic of Venezuela, to the Law of Insurance and Bonds Institutions, as well as to the provisions derived therefrom, to the General Law of Commercial Societies, to the Rules for the Establishment of Subsidiaries of Foreign Financial Institutions, and to the other norms applicable to it by their nature, and in particular, to the following bases:

" I.- The denomination shall be Old Mutual Life, followed by the words Sociedad Anónima de Capital Variable or its abbreviations, S.A. de C.V.

" II.- The social 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, which must be expressed in Investment Units and must be covered in national currency, in terms of article 49, first paragraph, of the Law of Insurance and Bonds Institutions.

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

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

" 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 social domicile of the institution, within the one hundred and twenty days following the date of their notification to Old Mutual Life, S.A. de C.V., in terms of what is provided in article 75, in relation to article 11, both of the Law of Insurance and Bonds Institutions, at the expense of the interested parties.

These Resolutions are issued based on the information provided by Old Mutual Life, S.A. de C.V., and are limited exclusively to the modification of the authorization granted to that insurance institution, under the terms described which, in accordance with the applicable provisions, fall within the competence of this Commission to resolve, and do not prejudge the carrying out of any other act that the cited institution 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 do they validate the legality or validity of the same in case such authorization or approval is 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 Bonds Institutions, as well as articles 6 and 9 of the Internal Regulations of the National Insurance and Bonds Commission.

Respectfully,

Effective Suffrage. No Re-election.

Mexico City, November 30, 2018. - The President of the National Insurance and Bonds Commission, Norma Alicia Rosas Rodríguez.- Rubric.

(R.- 478551)

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