Official Letter Modifying the Authorization Granted to Seguros Banamex, S.A. de C.V. Due to Change of Corporate Name to Citibanamex Seguros, S.A., de C.V.

DOF: 04/10/2018

OFFICIAL LETTER modifying the authorization granted to Seguros Banamex, S.A. de C.V., member of the Banamex Financial Group (now Citibanamex Seguros, S.A., de C.V., member of the Citibanamex Financial Group), due to change of its corporate name.

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 Surety Commission.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-directorate for Advisory Services.- File: C00.411.13.2.1-S0050 " 17 ".- Official Letter No. 06-C00-41100/36529.

SUBJECT:

The authorization granted to Seguros Banamex, S.A. de C.V., member of the Banamex Financial Group, is modified due to change of its corporate name.

SEGuros BANAMEX, S.A. DE C.V.,
MEMBER OF THE BANAMEX FINANCIAL GROUP
(Citibanamex Seguros, S.A., de C.V.,
Member of the Citibanamex Financial Group)

Venustiano Carranza No. 63
Col. Centro
Cuauhtémoc
06000, Mexico City

Attn:
Lic. Pablo Raúl Tarasco Michel
Special Delegate

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

Background and Considerations:

BACKGROUND

I.

Seguros Banamex, S.A. de C.V., Member of the Banamex Financial Group, was authorized by the Ministry of Finance and Public Credit to organize and operate as an insurance institution, as evidenced by resolution 102-E-366-DGSV-I-B-a-1549 of September 7, 1994. This authorization was last modified by resolution 366-IV-093 of July 16, 2004, published in the Official Gazette of the Federation on December 16, 2005.

II.

By letters dated August 25, October 19, and December 4, 2017, and February 14, 2018, the Lic. Pablo Raúl Tarasco Michel and Ana Paula García Velasco, Legal Representatives of Seguros Banamex, S.A. de C.V., Member of the Banamex Financial Group, requested approval from this Commission to carry out the modification of article two, among others, of the corporate bylaws of said Institution, with the objective of changing the corporate name to Citibanamex Seguros, S.A. de C.V., member of the Citibanamex Financial Group.

III.

With Official Letter 06-C00-41100/64443 of November 27, 2017, this Commission approved the reform of articles two and eleven of the corporate bylaws of Seguros Banamex, S.A. de C.V., Member of the Banamex Financial Group, in the terms agreed upon in the draft Minutes of the Extraordinary General Meeting of Shareholders that they submitted attached to their letter of August 25, 2017.

IV.

By Official Letter 06-C00-41100/23600 of April 30, 2018, this Commission received the first testimony and a notarially certified copy of public deed 82,228 of February 7, 2018, granted before the notary Lic. Roberto Núñez y Bandera, Public Notary No. 1 of Mexico City, in which the protocolization of the Minutes of the Ordinary and Extraordinary General Meeting of Shareholders of the aforementioned institution of January 18, 2018, is recorded.

V.

In this context, the modification to the authorization of Seguros Banamex, S.A. de C.V., Member of the Banamex Financial Group, to operate as an insurance institution, was submitted to the consideration of the Board of Directors of the National Insurance and Surety 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:

"UNIQUE.- The bases of the authorization granted to Seguros Banamex, S.A. de C.V., Member of the Banamex Financial Group, are MODIFIED, in order to reflect the modifications made in the corporate bylaws of said institution for the change of corporate name from Seguros Banamex, S.A. de C.V., Member of the Banamex Financial Group, to substitute it with 'Citibanamex Seguros, S.A., de C.V., member of the Citibanamex Financial Group.'"

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-C00-41100/64443 of November 27, 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 One and Three, first paragraph, and section I, of the authorization granted to the insurance institution in question are modified, in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, TO CITIBANAMEX SEGUROS, S.A., DE C.V., MEMBER OF THE CITIBANAMEX FINANCIAL GROUP, TO ORGANIZE AND OPERATE AS AN INSURANCE INSTITUTION, SUBSIDIARY OF CITIGROUP INC., THROUGH CITICORP, LLC., BOTH OF DELAWARE, UNITED STATES OF AMERICA, IN THE FOLLOWING TERMS:

"ARTICLE ONE.- 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 Society 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 Insurance and Surety Commission, Citibanamex Seguros, S.A., de C.V., member of the Citibanamex Financial Group, is authorized to organize and operate as an insurance institution, subsidiary of Citigroup Inc., through Citicorp, LLC., both of Delaware, United States of America.

"...

"ARTICLE THREE.- 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 therefrom, to the General Law of Commercial Companies, to the Law to Regulate Financial Groups, insofar as it relates to its integration into the Citibanamex Financial Group, and to the other norms applicable by their nature, and in particular, to the following bases:

"I.- The name shall be Citibanamex Seguros, S.A., de C.V., member of the Citibanamex Financial Group.

"...

"...

"...

"...

"...".

SECOND.- The authorization granted to Seguros Banamex, S.A. de C.V., Member of the Banamex Financial Group (now Citibanamex Seguros, S.A., de C.V., member of the Citibanamex Financial Group), 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, TO CITIBANAMEX SEGUROS, S.A., DE C.V., MEMBER OF THE CITIBANAMEX FINANCIAL GROUP, TO ORGANIZE AND OPERATE AS AN INSURANCE INSTITUTION, SUBSIDIARY OF CITIGROUP INC., THROUGH CITICORP, LLC., BOTH OF DELAWARE, UNITED STATES OF AMERICA, IN THE FOLLOWING TERMS:

"ARTICLE ONE.- 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 Society 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 Insurance and Surety Commission, Citibanamex Seguros, S.A., de C.V., member of the Citibanamex Financial Group, is authorized to organize and operate as an insurance institution, subsidiary of Citigroup Inc., through Citicorp, LLC., both of Delaware, United States of America.

"ARTICLE TWO.- The subsidiary insurance institution is authorized to conduct in the Mexican Republic the operation of life insurance, the operation of accident and illness insurance, in the lines of personal accidents and medical expenses, and the operation of property insurance, in the lines of civil liability and professional risks, maritime and transport, fire, agricultural and animal, automobiles, various, as well as earthquake and other catastrophic risks.

"ARTICLE THREE.- 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 therefrom, to the General Law of Commercial Companies, to the Law to Regulate Financial Groups, insofar as it relates to its integration into the Citibanamex Financial Group, and to the other norms applicable by their nature, and in particular, to the following bases:

"I.- The name shall be Citibanamex Seguros, S.A., de C.V., member of the Citibanamex Financial Group.

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

"a) The fixed minimum capital without right to withdrawal shall be the amount of $141,595,849.49 (one hundred forty-one million five hundred ninety-five thousand eight hundred forty-nine pesos 49/100) national currency.

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

"III.- The corporate domicile of the subsidiary insurance institution shall be Mexico City, Federal District.

"ARTICLE FOUR.- 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 corporate domicile of the institution, within one hundred twenty days following the date of notification to Seguros Banamex, S.A. de C.V., Member of the Banamex Financial Group (now Citibanamex Seguros, S.A., de C.V., member of the Citibanamex Financial Group), in accordance with the provisions of articles 11 and 75 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 Seguros Banamex, S.A. de C.V., Member of the Banamex Financial Group (now Citibanamex Seguros, S.A., de C.V., member of the Citibanamex Financial Group), contained in the submitted letters, and is limited exclusively to the approval of the modification of the authorization granted to that insurance institution, in the terms described that, in accordance with applicable provisions, fall within the competence of this Commission to resolve, and does not prejudge the performance of any other act that the aforementioned institution carries out and implies prior authorization or approval by other authorities, nor does it validate any act that has been carried out in contravention of current regulations.

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

Respectfully,

Effective Suffrage. No Re-election.

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

(R.- 473773)

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