Official Letter Modifying the Authorization Granted to Prudential Seguros Mexico, S.A. Following Its Transformation to a Variable Capital Anonymous Society

DOF: 20/09/2018

OFFICIAL LETTER modifying the authorization granted to Prudential Seguros Mexico, S.A. through the transformation of a standard anonymous society into a variable capital anonymous society (now Prudential Seguros Mexico, S.A. de C.V.).

At the margin, a seal with the National Coat of Arms, which reads: 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-directorate for Advisory Services.- File: C00.411.13.2.1-S0106 " 17 ".- Official Letter No. 06-C00-41100/36394.

SUBJECT:

The authorization granted to Prudential Seguros Mexico, S.A., is modified due to the transformation of a standard anonymous society into a variable capital anonymous society.

PRUDENTIAL INSURANCE MEXICO, S.A. (now Prudential Insurance Mexico, S.A. de C.V.)

Av. Ejercito Nacional No. 843-B, Floor 1 Antara Polanco Granada Neighborhood Miguel Hidalgo 11520, Mexico City

Attn: Lic. Alejandro Venicio Capitto Velasco Legal Representative

The Federal Government through the National Commission of Insurance and Sureties, 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 Sureties 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

I.

Prudential Seguros Mexico, S.A., was authorized by the Ministry of Finance and Public Credit to organize and operate as a subsidiary insurance institution, as stated in resolution 101.-518 of August 31, 2006. This authorization was last modified by Official Letter 06-C00-41100/16976 of April 26, 2017, published in the Official Federal Gazette on August 22, 2017.

II.

By letters dated September 18 and October 30, 2017, and April 3, 2018, Lic. Alejandro Venicio Capitto Velasco, Legal Representative of Prudential Seguros Mexico, S.A., requested approval from this Commission to reform Clauses First and Seventh of the corporate bylaws, with the objective of carrying out the transformation of the institution from a Standard Anonymous Society to a Variable Capital Anonymous Society.

III.

With Official Letter 06-C00-41100/06100 of February 6, 2018, this Commission approved the modification to Clauses First and Seventh of the corporate bylaws of Prudential Seguros Mexico, S.A., regarding the transformation from a Standard Anonymous Society to a Variable Capital Anonymous Society, in the terms agreed upon in the Minutes of the Extraordinary General Shareholders' Meeting that were attached to their letter of September 18, 2017.

IV.

By Official Letter 06-C00-41100/19988 of April 11, 2018, this Commission received the first copy and a notarially certified copy of public deed 72,195 of March 22, 2018, granted before the authority of Lic. Guillermo Oliver Bucio, Public Notary No. 246 of Mexico City, where the protocolization of the Minutes of the Extraordinary General Shareholders' Meeting of Prudential Seguros Mexico, S.A., of September 15, 2017, is recorded.

V.

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

"SINGLE.- The bases of the authorization granted to Prudential Seguros Mexico, S.A., are MODIFIED, in order to reflect the modifications made in the corporate bylaws of said institution for the change of corporate name from Prudential Seguros Mexico, S.A. to replace it with "Prudential Seguros Mexico, S.A. de C.V.""

CONSIDERATIONS

FIRST.- That article 369, section II, of the Law of Insurance and Sureties 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-C00-41100/06100 of February 6, 2018, 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, Article First, and section I of Article Third, of the authorization granted to the insurance institution in question, are modified, as follows:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, TO PRUDENTIAL INSURANCE MEXICO, S.A. DE C.V., TO ORGANIZE AND OPERATE AS A SUBSIDIARY INSURANCE INSTITUTION OF THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, FOREIGN FINANCIAL INSTITUTION, OF NEW JERSEY, UNITED STATES OF AMERICA, THROUGH PRUDENTIAL INTERNATIONAL INSURANCE HOLDINGS LTD., RELATED COMPANY, OF DELAWARE, UNITED STATES OF AMERICA, UNDER THE FOLLOWING TERMS:

"ARTICLE FIRST.- In exercise of the power conferred upon the Federal Government by articles 5 and 33-C of the repealed General Law of Insurance Mutual Institutions and Societies, 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 Sureties Institutions, to the National Commission of Insurance and Sureties, Prudential Seguros Mexico, S.A. de C.V. is authorized to organize and operate as a subsidiary insurance institution of The Prudential Insurance Company of America, a foreign financial institution, of New Jersey, United States of America, through Prudential International Insurance Holdings Ltd., a related company, of Delaware, United States of America.

" ...

"ARTICLE THIRD.- ...

"I.- Its name shall be "Prudential Seguros Mexico, Sociedad Anónima de Capital Variable".

" ...

" ...".

SECOND.- The authorization granted to Prudential Seguros Mexico, S.A. (now Prudential Seguros Mexico, S.A. de C.V.), to organize and operate as a subsidiary insurance institution, after the modification indicated in the previous Resolutive part, remains entirely in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, TO PRUDENTIAL INSURANCE MEXICO, S.A. DE C.V., TO ORGANIZE AND OPERATE AS A SUBSIDIARY INSURANCE INSTITUTION OF THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, FOREIGN FINANCIAL INSTITUTION, OF NEW JERSEY, UNITED STATES OF AMERICA, THROUGH PRUDENTIAL INTERNATIONAL INSURANCE HOLDINGS LTD., RELATED COMPANY, OF DELAWARE, UNITED STATES OF AMERICA, UNDER THE FOLLOWING TERMS:

"ARTICLE FIRST.- In exercise of the power conferred upon the Federal Government by articles 5 and 33-C of the repealed General Law of Insurance Mutual Institutions and Societies, 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 Sureties Institutions, to the National Commission of Insurance and Sureties, Prudential Seguros Mexico, S.A. de C.V. is authorized to organize and operate as a subsidiary insurance institution of The Prudential Insurance Company of America, a foreign financial institution, of New Jersey, United States of America, through Prudential International Insurance Holdings Ltd., a related company, of Delaware, United States of America.

"ARTICLE SECOND.- The subsidiary insurance institution to which this resolution refers is authorized to conduct life insurance operations.

"ARTICLE THIRD.- The authorized subsidiary insurance institution shall be subject to the North American Free Trade Agreement, signed by the United States of America, Canada, and the United Mexican States, to the Law of Insurance and Sureties Institutions, as well as to the provisions derived from it, to the General Law of Commercial Societies, 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 name shall be "Prudential Seguros Mexico, Sociedad Anónima de Capital Variable".

"II.- 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 Sureties Institutions.

"III.- Its corporate domicile shall be Mexico City.

"ARTICLE FOURTH.- By its very nature, this authorization is non-transferable."

THIRD.- These resolutions must be published in the Official Federal Gazette and in two newspapers of wide circulation in the corporate domicile of the institution, within one hundred and twenty days following the date of their notification, in terms of what is established in article 11 of the Law of Insurance Institutions and Sureties, at the expense of the interested party.

These resolutions are issued based on the information provided by Prudential Seguros Mexico, S.A. (now Prudential Seguros Mexico, S.A. de C.V.), contained in the letters submitted, and are limited exclusively to the approval of the modification of the authorization granted to that insurance institution, in the terms described, which, in accordance with applicable provisions, fall within the competence of this Commission to resolve, and do not prejudge the performance of any other act that the cited institution carries out that implies prior authorization or approval from other authorities, nor do they validate any act that has been carried out in contravention of current regulations.

This is communicated to you, based on articles 11, 75, 369, section II, 370, last paragraph, and 372, section XLI, of the Law of Insurance and Sureties Institutions, as well as on articles 6 and 9 of the Internal Regulations of the National Commission of Insurance and Sureties.

Respectfully,

Effective Suffrage. No Re-election.

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

(R.- 473222)

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