Official Letter modifying the authorization granted to Primero Seguros, S.A. de C.V., to organize and operate as an insurance institution

DOF: 17/08/2018

OFFICIAL LETTER modifying the authorization granted to Primero Seguros, S.A. de C.V., to organize and operate as an 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 Sureties Commission.- Presidency.- Legal Vice-Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-Advisory Directorate.- File: C00.411.13.2.1-S0107 " 15 ".- Official Letter No. 06-C00-41100/36383.

SUBJECT:

The authorization granted to Primero Seguros, S.A. de C.V. is modified.

PRIMERO SEGUROS, S.A. DE C.V.

Campos Elíseos 345, Floor 2

Chapultepec Polanco Neighborhood

Miguel Hidalgo

11560, Mexico City

To the attention of:

Lic. Adrián Mauricio Hernández Cerón

Legal Representative

The Federal Government through the National Insurance and Sureties Commission, and after agreement by 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 Surety Institutions, as well as articles 6 and 9 of the Internal Regulations of the National Insurance and Sureties Commission, issues the following resolutions in response to the following

Background and Considerations:

BACKGROUND

I.

Pegasus Seguros, S.A. de C.V. (now Primero Seguros, S.A. de C.V.), was authorized by the Ministry of Finance and Public Credit to organize and operate as an insurance institution, as stated in resolution 101.-743 of November 30, 2006, published in the Official Gazette of the Federation on November 30, 2007. This authorization was last modified by diverse 366-III-311/16 of August 5, 2016.

II.

By letters dated November 24, 2015, February 17 and December 5, 2016, August 7 and September 20, 2017, the Lic. Adrián Mauricio Hernández Cerón, General Director and Legal Representative, and José Manuel Muro Hernández, Legal Representative of Primero Seguros, S.A. de C.V., requested approval from this Commission to comprehensively reform the corporate bylaws of said institution, in order to comply with what is established in the Law of Insurance and Surety Institutions.

III.

With Official Letter 06-C00-41100/19413 of May 8, 2017, this Commission approved the comprehensive modification of the corporate bylaws of Primero Seguros, S.A. de C.V., in the terms agreed upon in the draft Minutes of the Extraordinary Shareholders' Meeting that they attached to their letter of December 5, 2016.

IV.

Through Official Letter 06-C00-41100/10095 of May 4, 2018, this Commission received the first testimony and a notarially certified copy of public deed 19,236 of September 12, 2017, granted before the notary of Lic. Manuel García Garza, Public Notary No. 62 of the First Registral District in the State of Nuevo León, where the protocolization of the Minutes of the Extraordinary Shareholders' Meeting of Primero Seguros, S.A. de C.V., of August 17, 2017, is recorded.

V.

In this context, the modification to the authorization of Primero Seguros, S.A. de C.V., to operate as an insurance institution was submitted to the consideration of the Board of Directors of the National Insurance and Sureties Commission, in its session 201 of June 26, 2018, which agreed, prior to the favorable opinion of the Authorizations Committee of the same Commission, the following:

« SOLE.- The bases of the authorization granted to Primero Seguros, S.A. de C.V., are MODIFIED, in order to reflect the modifications made in the corporate bylaws of said institution to update its corporate purpose and the corresponding base for its share capital. »

CONSIDERATIONS

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-C00-41100/19413 of May 8, 2017, the terms of the authorization granted to that insurance institution must be modified.

In view of the foregoing, the following are issued:

RESOLUTIONS

FIRST.- The Preamble, and Articles First, Second, and subsection a), section II, of Article Third, of the authorization granted to Primero Seguros, S.A. de C.V., are modified, in the following terms:

« AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, TO PRIMERO SEGUROS, S.A. DE C.V., TO ORGANIZE AND OPERATE AS AN INSURANCE INSTITUTION SUBSIDIARY OF WESCO INSURANCE COMPANY, A FOREIGN FINANCIAL INSTITUTION, OF THE UNITED STATES OF AMERICA, UNDER 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 Companies, to the Ministry of Finance and Public Credit, and which from April 4, 2015, onwards, are conferred by articles 11 and 75 of the Law of Insurance and Surety Institutions, to the National Insurance and Sureties Commission, Primero Seguros, S.A. de C.V., is authorized to organize and operate as an insurance institution subsidiary of Wesco Insurance Company, a foreign financial institution, of the United States of America.

« ARTICLE SECOND.- The subsidiary insurance institution is authorized to conduct damage operations, in the lines of automobiles, fire, catastrophic risks, miscellaneous, civil liability and professional risks, and maritime and transport.

« ARTICLE THIRD.- The subsidiary insurance institution shall be subject to the North American Free Trade Agreement, celebrated by the United States of America, Canada and the United Mexican States, to the provisions of the Law of Insurance and Surety Institutions, as well as those derived from it, to the General Law of Commercial Companies and to the other norms that by their nature are applicable to it, and in particular, to the following bases:

« I.- ...

« II.- ...

« a) The institution must have the minimum paid capital that is determined for the year in question, for each operation or line that 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 Surety Institutions.

« ...

« ...

« ... ».

SECOND.- The authorization granted to Primero Seguros, S.A. de C.V., to organize and operate as a subsidiary insurance institution, after the modification indicated in the previous Resolutive, remains in its entirety in the following terms:

« AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, TO PRIMERO SEGUROS, S.A. DE C.V., TO ORGANIZE AND OPERATE AS AN INSURANCE INSTITUTION SUBSIDIARY OF WESCO INSURANCE COMPANY, A FOREIGN FINANCIAL INSTITUTION, OF THE UNITED STATES OF AMERICA, UNDER 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 Companies, to the Ministry of Finance and Public Credit, and which from April 4, 2015, onwards, are conferred by articles 11 and 75 of the Law of Insurance and Surety Institutions, to the National Insurance and Sureties Commission, Primero Seguros, S.A. de C.V., is authorized to organize and operate as an insurance institution subsidiary of Wesco Insurance Company, a foreign financial institution, of the United States of America.

« ARTICLE SECOND.- The subsidiary insurance institution is authorized to conduct damage operations, in the lines of automobiles, fire, catastrophic risks, miscellaneous, civil liability and professional risks, and maritime and transport.

« ARTICLE THIRD.- The subsidiary insurance institution shall be subject to the North American Free Trade Agreement, celebrated by the United States of America, Canada and the United Mexican States, to the provisions of the Law of Insurance and Surety Institutions, as well as those derived from it, to the General Law of Commercial Companies and to the other norms that by their nature are applicable to it, and in particular, to the following bases:

« I.- The denomination shall be Primero Seguros followed by the words Sociedad Anónima de Capital Variable, or its abbreviations S.A. de C.V.

« II.- The share capital shall be variable, according to the following:

« a) The institution must have the minimum paid capital that is determined for the year in question, for each operation or line that 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 Surety Institutions.

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

« III.- The corporate domicile shall be the City of Monterrey, Nuevo León.

« 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 of the corporate domicile of the institution, within the one hundred and twenty days following the date of their notification to Primero Seguros, S.A. de C.V., in terms of what is provided in article 11 of the Law of Insurance and Surety Institutions, at the expense of the interested party.

This official letter is issued based on the information provided by Primero Seguros, S.A. de C.V., contained in the letters sent and is limited exclusively to the approval of 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 the carrying out of any other act that the said institution carries out and implies prior authorization or approval of other authorities, nor does it validate any act that has been carried out in contravention of current regulations.

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 Surety Institutions, as well as articles 6 and 9 of the Internal Regulations of the National Insurance and Sureties Commission.

Respectfully,

Effective Suffrage. No Re-election.

Mexico City, June 28, 2018. - The President of the National Insurance and Sureties Commission, Norma Alicia Rosas Rodríguez. - Initialled.

(R.- 472029)

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