Official Letter Modifying the Authorization Granted to Prudential Seguros Mexico, S.A. to Operate as an Insurance Institution

DOF: 22/08/2017

OFFICIAL LETTER modifying the authorization granted to Prudential Seguros Mexico, S.A.

A seal bearing the National Coat of Arms appears on the margin, 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-Advisory Directorate.- File: C00.411.13.2.1-S0106 "15".- Official Letter No. 06-C00-41100/16976.

SUBJECT:

The authorization granted to Prudential Seguros Mexico, S.A. is modified.

PRUDENTIAL SEGUROS MEXICO, S.A. Av. Ejercito Nacional 843-B Access "A", Floor 1 "Antara Polanco" Granada Neighborhood Miguel Hidalgo 11520, Mexico City Attn: Lic. Alejandro Venicio Capitto Velasco and/or Nayeli Sosa Torres Legal Representatives

The Federal Government through the National Insurance and Bonds Commission, and with the prior Agreement of its Board of Directors, based on articles 11, 49, 66, 74, 75, 369, section II, and 370, last paragraph, of the Law of Insurance and Bond Institutions, as well as articles 6 and 9 of the Internal Regulations of the National Insurance and Bonds Commission, 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 an insurance institution through Official Letter 101-518 of August 31, 2006. Such authorization was last modified by said Department through Official Letter 366-119/10 of August 2, 2010.

II.

With letters dated September 15, 2015, and June 23 and July 14, 2016, Lic. Alejandro Venicio Capitto Velasco, in his capacity as legal representative of Prudential Seguros Mexico, S.A., requested authorization from this Commission to carry out the reform of the Seventh Clause of the corporate bylaws of said Institution, with the objective of increasing its share capital to be established at the amount of $414,850,000.00 Mexican National Currency (M.N.), represented by 414,850 Series "E", ordinary, registered shares with a nominal value of $1,000.00 M.N. each. Likewise, he requested the approval of the comprehensive reform of the corporate bylaws of the cited institution, as agreed in its Extraordinary General Meeting of Shareholders of Prudential Seguros Mexico, S.A., held on August 31, 2016; from this modification, the elimination of the words "Federal District" from its social domicile stands out, 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.

III.

Through Official Letter 06-C00-41100/10856 of March 22, 2017, this Commission approved the comprehensive modification made by that institution to its corporate bylaws, which includes the referred increase in share capital, in accordance with what is provided in article 66 of the Law of Insurance and Bond Institutions, contained in public deed No. 62,225 of September 5, 2016, granted before the notary of Lic. Guillermo Oliver Bucio, holder of Public Notary number 246 with practice in Mexico City, acting as associate in the protocol of Public Notary number 212 of the same City, registered in the Public Registry of Property and Commerce of Mexico City, under commercial folio number 354807* of November 7, 2016.

IV.

In this context, the modifications to the authorization of Prudential Seguros Mexico, S.A. to operate as an insurance institution were submitted to the consideration of the Board of Directors of the National Insurance and Bonds Commission in its session 194 of April 25, 2017, which agreed, with the prior favorable opinion of the Authorizations Committee of the same Commission, the following:

SINGLE.- MODIFY the authorization of "Prudential Seguros Mexico, S.A.", in order to reflect the modifications made in the corporate bylaws of said institution, which are described below:

a) Replace the reference to the "Federal District" in its social domicile with "Mexico City".

b) Eliminate the reference to the capital amount of said insurance institution, 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 and lines 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 Bond Institutions.

CONSIDERATIONS

FIRST.- That article 369, section II, of the Law of Insurance and Bond 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 No. 06-C00-41100/10856 of March 22, 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 Proem and Articles First and Third, first paragraph, bases II and III, of the authorization granted to Prudential Seguros Mexico, S.A. are modified in the following terms:

AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, THROUGH THE NATIONAL INSURANCE AND BONDS COMMISSION, TO PRUDENTIAL SEGUROS MEXICO, S.A., TO ORGANIZE AND OPERATE AS AN INSURANCE INSTITUTION, SUBSIDIARY 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 on the Federal Government by articles 5 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, are conferred by articles 11 and 75 of the Law of Insurance and Bond Institutions, to the National Insurance and Bonds Commission, Prudential Seguros Mexico, S.A. is authorized to organize and operate as an insurance institution, subsidiary 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.

...

ARTICLE THIRD.- In what is not expressly stated by this resolution, the authorized insurance subsidiary 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 Law of Insurance and Bond 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:

...

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 covered in national currency, in terms of article 49, first paragraph, of the Law of Insurance and Bond Institutions.

III.- Its social domicile shall be Mexico City.

...

SECOND.- The authorization granted to Prudential Seguros Mexico, 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, THROUGH THE NATIONAL INSURANCE AND BONDS COMMISSION, TO PRUDENTIAL SEGUROS MEXICO, S.A., TO ORGANIZE AND OPERATE AS AN INSURANCE INSTITUTION, SUBSIDIARY 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 on the Federal Government by articles 5 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, are conferred by articles 11 and 75 of the Law of Insurance and Bond Institutions, to the National Insurance and Bonds Commission, Prudential Seguros Mexico, S.A. is authorized to organize and operate as an insurance institution, subsidiary 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.

ARTICLE SECOND.- The insurance subsidiary referred to in this resolution is authorized to practice the life insurance operation.

ARTICLE THIRD.- In what is not expressly stated by this resolution, the authorized insurance subsidiary 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 Law of Insurance and Bond 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 Anonima".

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 covered in national currency, in terms of article 49, first paragraph, of the Law of Insurance and Bond Institutions.

III.- Its social 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 Gazette of the Federation and in two widely circulated newspapers from the social domicile of the institution, within the one hundred twenty days following the date of their notification to Prudential Seguros Mexico, S.A., in terms of what is provided in article 11, in relation with article 75, both of the Law of Insurance and Bond Institutions, at the expense of the interested parties.

These resolutions are issued based on the information provided by the petitioner contained in the letters 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 society carries out and which implies the prior authorization or approval of other financial, administrative, tax or any other nature authorities, in terms of the current regulations, nor validates the legality or validity of the same in case said authorizations or approvals are not obtained.

This is made known to you, based on articles 11, 49, 66, 74, 75, 369, section II, and 370, last paragraph, of the Law of Insurance and Bond 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, April 26, 2017.- The President of the National Insurance and Bonds Commission, Norma Alicia Rosas Rodríguez.- Rubric.

(R.- 45467 9)

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