Official Letter Modifying the Authorization Granted to Pan-American Mexico, Insurance Company, S.A. de C.V.

DOF: 30/05/2017

OFFICIAL LETTER through which the authorization granted to Pan-American Mexico, Insurance Company, S.A. de C.V. to operate as an insurance institution is modified.

At the margin a seal with the National Coat of Arms, which says: United Mexican States.- Ministry of Finance and Public Credit.- National Commission of Insurance and Sureties.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-Advisory Directorate.- File C00.411.13.2.1-S0119 " 15 ".- Official No. 06-C00-41100/07500.

SUBJECT:

The authorization granted to Pan-American Mexico, Insurance Company, S.A. de C.V. is modified.

PAN-AMERICAN MEXICO, INSURANCE COMPANY, S.A. DE C.V.

Av. Paseo de la Reforma 412

Suite 1501

Juarez Neighborhood

Cuauhtemoc

06600, Mexico City

Attention:

Lic. Luis Carlos Covarrubias Sánchez and/or María José Pinillos Montaño and/or Francisco Fabián Macías Haro

Legal Representatives

The Federal Government through the National Commission of Insurance and Sureties, and prior Agreement of its Board of Directors, based on articles 11, 66, 74, 75, 369, section II and 370, last paragraph, of the Law of Insurance and Surety Institutions, as well as articles 6 and 9 of the Internal Regulations of the National Commission of Insurance and Sureties, issues the following resolutions in response to the following:

Background and Considerations:

BACKGROUND

Pan-American Mexico, Insurance Company, S.A. de C.V., was authorized by the Ministry of Finance and Public Credit to function and operate as a subsidiary insurance institution, authorized to practice the operation of accident and sickness insurance, in the branches of personal accidents and medical expenses, through Official Letter 101.-348 of August 6, 2012, published in the Official Gazette of the Federation on December 31, 2012. This authorization was last modified by the aforementioned Dependency, through Official Letter 366-III-550/15 of September 2, 2015, published in the aforementioned Official Gazette on October 21, 2015.

With writings dated June 3, 2015 and March 30, 2016, Lic. María José Pinillos Montaño, legal representative of Pan-American Mexico, Insurance Company, S.A. de C.V., requested authorization from this Commission to reform the corporate bylaws of that Institution, in order to adapt them to the Law of Insurance and Surety Institutions and increase its minimum fixed capital without right of withdrawal from $39,750,000.00 M.N. to $98,560,000.00 M.N., in the terms described in the Act of the Extraordinary General Meeting of Shareholders of that institution dated April 15, 2016.

Through Official Letters 06-C00-41100/09105 of April 4, 2016, 06-C00-41100/12287 of May 3, 2016, 06-C00-41100/21392 of July 19, 2016, 06-C00-41100/30448 of October 14, 2016, and 06-C00-41100/36044 of January 27, 2017, this Commission approved, among others, the comprehensive modification to the bylaws of Pan-American Mexico, Insurance Company, S.A. de C.V., which includes the modification to Clause Sixth, derived from the increase of its fixed social capital from $39,750,000.00 M.N. to $98,560,000.00 M.N., in accordance with what is provided in article 66 of the Law of Insurance and Surety Institutions, and which is contained in public deed number 18,023 of April 22, 2016, granted before the notary of Lic. Antonio López Aguirre, Holder of Public Notary Office number 250 with practice in this Mexico City, in which the protocolization of the Act of the Extraordinary General Meeting of Shareholders of Pan-American Mexico, Insurance Company, S.A. de C.V., held on April 15, 2016, is recorded, through which the comprehensive reform of the corporate bylaws of Pan-American Mexico, Insurance Company, S.A. de C.V. was agreed; from which stands out the modification made to Clause Sixth of the same bylaws due to the increase of its fixed social capital from $39,750,000.00 M.N. to $98,560,000.00 M.N., registered in the Public Registry of Property and Commerce, under the electronic commercial folio number 479201-1 of June 14, 2016.

The modification to the aforementioned authorization was submitted to the consideration of the Board of Directors of the National Commission of Insurance and Sureties in its session 187 of April 26, 2016 and taking into account the favorable opinion issued by the Authorizations Committee of the same Commission, agreed to modify the authorization of Pan-American Mexico, Insurance Company, S.A. de C.V., to organize and function as an insurance institution, as cited below; the above, as a consequence of the expansion of its operations, since it will practice the life insurance operation, in addition to the accident and sickness operation in the branches of personal accidents and medical expenses that it currently practices, due to the writings of September 23 and November 23, 2015, in which Pan-American Mexico, Insurance Company, S.A. de C.V., through its legal representative, Lic. Luis Carlos Covarrubias Sánchez, requested authorization from this Commission to carry out, among other acts, the expansion of its corporate purpose and practice life insurance operations, in addition to the accident and sickness operation, in the branches of personal accidents and medical expenses that it currently operates.

" SOLE.- Modify the authorization of Pan-American Mexico, Insurance Company, S.A. de C.V., to organize and function as an insurance institution, as a consequence of the expansion of its operations, since it will practice the life insurance operation, in addition to the accident and sickness operation in the branches of personal accidents and medical expenses that it currently practices. "

From the comprehensive bylaws reform referred to in Background 2 of this Official Letter, the elimination of the reference to " Federal District " in the social domicile of the institution in question in favor of " Mexico City " stands out, in accordance with the " Decree by which various provisions of the Political Constitution of the United Mexican States are reformed and repealed, in matters of the political reform of Mexico City ", published in the Official Gazette of the Federation on January 29, 2016, which was submitted to the consideration of the Board of Directors of the National Commission of Insurance and Sureties in its session 193 of February 21, 2017, which, taking into account the favorable opinion issued by the Authorizations Committee of the same Commission, agreed the following:

" FIRST.- MODIFY the authorization of " Pan-American Mexico Insurance Company, S.A. de C.V. ", in order to substitute in its social domicile the reference to the " Federal District " with " Mexico City ", and

SECOND.- MODIFY the authorization of Pan-American Mexico Insurance Company, S.A. de C.V., in order to eliminate the reference to the amount of capital of said insurance institution by replacing it with a wording that establishes that the institution must have the minimum paid-in capital that is determined for the year in question, for each operation and branch that 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 Surety Institutions. "

CONSIDERING

FIRST.- That article 369, section II, of the Law of Insurance and Surety 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 as a result of the resolution contained in the aforementioned Official Letter 06-C00-41100/36044 of January 27, 2017 referred to in Background 3 of this Official Letter, the terms of the authorization granted to that insurance institution must be modified.

In view of the above, the following are issued:

RESOLUTIONS

FIRST.- The Preamble and Articles First, Second and Third, first paragraph, bases II and III, of the authorization granted to Pan-American Mexico, Insurance Company, S.A. de C.V., a subsidiary of the foreign financial institution Pan-American Life Insurance Company, through the related company Pan-American Life Insurance Group, Inc., both constituted in accordance with the laws of the State of Louisiana, United States of America, are modified, with the parts indicated in the following terms:

AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, THROUGH THE NATIONAL COMMISSION OF INSURANCE AND SURETIES, TO PAN-AMERICAN MEXICO, INSURANCE COMPANY, S.A. DE C.V., TO ORGANIZE AND FUNCTION AS A SUBSIDIARY INSURANCE INSTITUTION OF THE FOREIGN FINANCIAL INSTITUTION PAN-AMERICAN LIFE INSURANCE COMPANY, THROUGH THE RELATED COMPANY PAN-AMERICAN LIFE INSURANCE GROUP, INC., BOTH CONSTITUTED IN ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISIANA, UNITED STATES OF AMERICA, 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 Insurance Institutions, to the Ministry of Finance and Public Credit, and which from April 4, 2015, are conferred by articles 11 and 75 of the Law of Insurance and Surety Institutions, to the National Commission of Insurance and Sureties, Pan-American Mexico, Insurance Company, S.A. de C.V. is authorized to organize and function as a subsidiary insurance institution of the foreign financial institution Pan-American Life Insurance Company, through the related company Pan-American Life Insurance Group, Inc., both constituted in accordance with the laws of the state of Louisiana, United States of America.

ARTICLE SECOND.- The subsidiary insurance institution referred to in this resolution is authorized to practice the operations of life insurance and accident and sickness insurance, in the branches of personal accidents and medical expenses.

ARTICLE THIRD.- In what is not expressly stated by this resolution, the authorized subsidiary insurance institution will be subject to the North American Free Trade Agreement, celebrated by the United States of America, Canada and the United Mexican States, to the Law of Insurance and Surety Institutions, as well as to the provisions derived from it, to the General Law of Commercial Companies, to the Rules for the Establishment of Subsidiaries of Foreign Financial Institutions, and to the other norms that by their nature are applicable to it, and in particular, to the following bases:

II.- The institution must have the minimum paid-in capital that is determined for the year in question, for each operation or branch that 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 Surety Institutions.

III.- Its social domicile will be Mexico City.

...

SECOND.- The authorization granted to Pan-American Mexico, Insurance Company, S.A. de C.V., to organize and operate as an insurance institution, after the modification indicated in the Resolutive section above, remains entirely in the following terms:

AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, THROUGH THE NATIONAL COMMISSION OF INSURANCE AND SURETIES, TO PAN-AMERICAN MEXICO, INSURANCE COMPANY, S.A. DE C.V., TO ORGANIZE AND FUNCTION AS A SUBSIDIARY INSURANCE INSTITUTION OF THE FOREIGN FINANCIAL INSTITUTION PAN-AMERICAN LIFE INSURANCE COMPANY, THROUGH THE RELATED COMPANY PAN-AMERICAN LIFE INSURANCE GROUP, INC., BOTH CONSTITUTED IN ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISIANA, UNITED STATES OF AMERICA, 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 Insurance Institutions, to the Ministry of Finance and Public Credit, and which from April 4, 2015, are conferred by articles 11 and 75 of the Law of Insurance and Surety Institutions, to the National Commission of Insurance and Sureties, Pan-American Mexico, Insurance Company, S.A. de C.V. is authorized to organize and function as a subsidiary insurance institution of the foreign financial institution Pan-American Life Insurance Company, through the related company Pan-American Life Insurance Group, Inc., both constituted in accordance with the laws of the state of Louisiana, United States of America.

ARTICLE SECOND.- The subsidiary insurance institution referred to in this resolution is authorized to practice the operations of life insurance and accident and sickness insurance, in the branches of personal accidents and medical expenses.

ARTICLE THIRD.- In what is not expressly stated by this resolution, the authorized subsidiary insurance institution will be subject to the North American Free Trade Agreement, celebrated by the United States of America, Canada and the United Mexican States, to the Law of Insurance and Surety Institutions, as well as to the provisions derived from it, to the General Law of Commercial Companies, to the Rules for the Establishment of Subsidiaries of Foreign Financial Institutions, and to the other norms that by their nature are applicable to it, and in particular, to the following bases:

I.- Its denomination will be " PAN-AMERICAN MEXICO, INSURANCE COMPANY, VARIABLE CAPITAL ANONYMOUS SOCIETY ", or its abbreviation " S.A. DE C.V. ".

II.- The institution must have the minimum paid-in capital that is determined for the year in question, for each operation or branch that 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 Surety Institutions.

III.- Its social domicile will be Mexico City.

ARTICLE FOURTH.- PAN-AMERICAN MEXICO, INSURANCE COMPANY, S.A. DE C.V., will be subject to the inspection and surveillance of the National Commission of Insurance and Sureties, in terms of article 382 of the Law of Insurance and Surety Institutions.

ARTICLE FIFTH.- 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 one hundred and twenty days following the date of their notification to Pan-American Mexico, Insurance Company, S.A. de C.V., in terms of what is provided in article 11, in relation to article 75, both of the Law of Insurance and Surety Institutions, at the expense of the interested parties.

These resolutions are issued based on the information provided by the petitioner contained in the writings sent and are limited exclusively to the modification of the authorization granted to that insurance institution, in the terms described which, in accordance with the applicable provisions, it is the competence of this Commission to resolve, and does not prejudge any act that said company 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 said authorizations or approvals are not obtained.

You are hereby informed of the above, based on articles 11, 66, 74, 75, 369, section II and 370, last paragraph, of the Law of Insurance and Surety Institutions, as well as articles 6 and 9 of the Internal Regulations of the National Commission of Insurance and Sureties.

Respectfully,

Effective Suffrage. No Re-election.

Mexico City, February 28, 2017. - The President of the National Commission of Insurance and Sureties, Norma Alicia Rosas Rodríguez.- Rubric.

(R.- 449952)

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