Official Letter Modifying the Authorization Granted to Seguros Banorte, S.A. de C.V., Grupo Financiero Banorte

DOF: 14/11/2017

OFFICIAL LETTER modifying the authorization granted to Seguros Banorte, S.A. de C.V., Grupo Financiero Banorte

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-S0001"16".- Official Letter No. 06-C00-41100/60036.

SUBJECT:

The authorization granted to
Seguros Banorte, S.A. de C.V., Grupo
Financiero Banorte is modified.

SEGUROS BANORTE, S.A. DE C.V.
GRUPO FINANCIERO BANORTE

Av. Prolongación Reforma No. 1230, Floor 10
Col. Cruz Manca Santa Fe
Cuajimalpa
05300, Mexico City

Attention:
Lic. Héctor Ávila Flores
Legal Representative

The Federal Government through the National Insurance and Sureties Commission, and prior to the Agreement of its Board of Directors, based on articles 11, 66, 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 these Resolutions in response to the following Background and Considerations:

BACKGROUND

1.
Seguros Banorte, S.A. de C.V., Grupo Financiero Banorte, was authorized by the Ministry of Finance and Public Credit to function and operate as an insurance institution, through Official Letter 102-E-366-DGSV-l-B-a-3987 of September 25, 1990. This authorization was last modified by Official Letter 366-III-506/15 of August 5, 2015.

2.
With letters dated July 9, 2015, and October 27, 2016, as well as January 13 and August 29, 2017, Lic. Héctor Ávila Flores, in his capacity as legal representative of Seguros Banorte, S.A. de C.V., Grupo Financiero Banorte, requested approval from this Commission to carry out the comprehensive reform of the corporate bylaws of that institution, which would be agreed upon by the Extraordinary General Meeting of Shareholders, according to the project submitted.

3.
With letters dated May 31, July 28, and November 24, all of 2016, as well as July 31, 2017, Lic. Héctor Ávila Flores, in his capacity as legal representative of Seguros Banorte, S.A. de C.V., Grupo Financiero Banorte, requested approval from this Decentralized Body to carry out the reform of Article Sixth of its corporate bylaws, due to the direct investment in Banorte Futuro, S.A. de C.V., and indirect investment in Afore XXI Banorte, S.A. de C.V.

4.
By Official Letter 06-C00-41100/56331 of October 3, 2017, this Commission approved the modification to Article Sixth of the corporate bylaws of Seguros Banorte, S.A. de C.V., Grupo Financiero Banorte, as well as the comprehensive reform thereof, in the terms agreed upon in the notarizations of the Minutes of the Extraordinary General Meetings of Shareholders of October 17 and December 8, both of 2016, contained in public instruments numbers 193,428 of October 26 and 194,970 of December 16, both of 2016, respectively, granted before the notary Lic. Cecilio González Márquez, Public Notary Number 151 of Mexico City, and registered in the Public Registry of Property and Commerce of the State of Nuevo León, under commercial folio 89052*1, on July 11 and August 11, both of 2017, respectively.

5.
As a result of the foregoing in Backgrounds 2, 3, and 4, the National Insurance and Sureties Commission presented before the Authorization Committee of said Commission, the proposal to modify the bases of the authorization of Seguros Banorte, S.A. de C.V., Grupo Financiero Banorte, in order to eliminate the reference to the "Earthquake" line in the damage operation of its corporate object, in view of the fact that according to articles 25, section III, subsection j), and 27, section XV, of the Law of Insurance and Surety Institutions, earthquake risks are included in the Catastrophic Risks line, and that relative to the amount of social capital it holds, in order to specify that its capital must be expressed in Investment Units and be covered in national currency, as ordered by article 49, first paragraph, of the Law of Insurance and Surety Institutions.

6.
The aforementioned modification was submitted to the consideration of the Board of Directors of the National Insurance and Sureties Commission in its session 197 of October 24, 2017, which, taking into consideration the favorable opinion issued by the Authorization Committee of the same Commission, agreed as follows:

"SINGLE.- The bases of the authorization granted to Seguros Banorte, S.A. de C.V., Grupo Financiero Banorte, are MODIFIED, in order to reflect the modifications made in the corporate bylaws of said institution, which are described below:

"a) The adaptation of the text of its corporate object since the reference to "Earthquake" was eliminated, in view of the fact that according to articles 25, section III, subsection j), and 27,
section XV, of the Law of Insurance and Surety Institutions, earthquake risks are included in the
Catastrophic Risks line.

"b) Eliminate the reference to the amount of capital of said insurance institution, substituting 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 or line for which it is authorized, which must be expressed in Units of Investment and covered in national currency, in terms of article 49, first paragraph, of the Law of Insurance and Surety Institutions. "

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, among others, to modify the authorizations to organize, operate, and function as an insurance institution.

SECOND.- That as a result of the resolution issued in the aforementioned Official Letter 06-C00-41100/56331 of October 3, 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, Third, Base II of the authorization granted to Seguros Banorte, S.A. de C.V., Grupo Financiero Banorte, to operate as an insurance institution, are modified, leaving the aforementioned parts in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT THROUGH THE COMMISSION NATIONAL INSURANCE AND SURETIES TO SEGUROS BANORTE, S.A. DE C.V., GROUP FINANCIAL BANORTE, TO ORGANIZE AND FUNCTION AS AN INSURANCE INSTITUTION, UNDER THE FOLLOWING TERMS:

"ARTICLE FIRST.- In exercise of the power conferred by article 5 of the repealed General Law of Insurance Institutions and Mutual Insurance Companies to the Ministry of Finance and Public Credit, and which from April 4, 2015, is conferred by article 11 of the Law of Insurance and Surety Institutions to the National Insurance and Sureties Commission, authorization is granted to Seguros Banorte, S.A. de C.V., Grupo Financiero Banorte, to organize and operate as an insurance institution.

"ARTICLE SECOND.- The insurance institution is authorized to practice in the Mexican Republic the operation of life insurance, the operation of insurance for accidents and illnesses, in the lines of personal accidents and medical expenses, the operation of damage insurance, in the lines of civil liability and professional risks, maritime and transport, fire, agricultural and animal, automobiles, credit in reinsurance, miscellaneous and catastrophic risks.

"ARTICLE THIRD.- The insurance institution shall be subject 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 laws applicable to it, and in particular to the following bases:

" ...

"II.- The insurance institution must have the minimum paid-in capital determined for the year in question, for each operation or line, that it has authorized, expressed in Investment Units and which must be covered in national currency, as ordered by
article 49, first paragraph, of the Law of Insurance and Surety Institutions.

" ... ".

SECOND.- The authorization granted to Seguros Banorte, S.A. de C.V., Grupo Financiero Banorte, to organize and operate as an insurance institution, after the modification indicated in the Resolutive above, remains entirely in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT THROUGH THE COMMISSION NATIONAL INSURANCE AND SURETIES TO SEGUROS BANORTE, S.A. DE C.V., GROUP FINANCIAL BANORTE, TO ORGANIZE AND FUNCTION AS AN INSURANCE INSTITUTION, UNDER THE FOLLOWING TERMS:

"ARTICLE FIRST.- In exercise of the power conferred by article 5 of the repealed General Law of Insurance Institutions and Mutual Insurance Companies to the Ministry of Finance and Public Credit, and which from April 4, 2015, is conferred by article 11 of the Law of Insurance and Surety Institutions to the National Insurance and Sureties Commission, authorization is granted to Seguros Banorte, S.A. de C.V., Grupo Financiero Banorte, to organize and operate as an insurance institution.

"ARTICLE SECOND.- The insurance institution is authorized to practice in the Mexican Republic the operation of life insurance, the operation of insurance for accidents and illnesses, in the lines of personal accidents and medical expenses, the operation of damage insurance, in the lines of civil liability and professional risks, maritime and transport, fire, agricultural and animal, automobiles, credit in reinsurance, miscellaneous and catastrophic risks.

"ARTICLE THIRD.- The insurance institution shall be subject 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 laws applicable to it, and in particular to the following bases:

"I.- The name shall be Seguros Banorte, S.A. de C.V., Grupo Financiero Banorte.

"II.- The insurance institution must have the minimum paid-in capital determined for the year in question, for each operation or line, that it has authorized, expressed in Investment Units and which must be covered in national currency, as ordered by
article 49, first paragraph, of the Law of Insurance and Surety Institutions.

"III.- The domicile of the institution 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 Journal of the Federation and in two newspapers of wide circulation from the social domicile of the institution, within one hundred and twenty days following the date of their notification to Seguros Banorte, S.A. de C.V., Grupo Financiero Banorte in terms of what is established in article 11 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 letters submitted and are limited exclusively to the modification of the authorization granted to Seguros Banorte, S.A. de C.V., Grupo Financiero Banorte, 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 prior authorization or approval from other financial, administrative, tax or any other nature authorities, in terms of current regulations, nor validates the legality or validity thereof in case such authorizations or approvals are not obtained.

You are hereby informed of the foregoing, based on articles 11, 66, 369, section II, 370, last paragraph, and 372, section XLI, of the Law of Insurance and Surety Institutions, as well as in the articles 6 and 9 of the Internal Regulations of the National Insurance and Sureties Commission.

Respectfully,

Effective Suffrage. No Re-election.

Mexico City, October 25, 2017. - The President of the National Insurance and Sureties Commission, Norma Alicia Rosas Rodríguez.- Signature.

(R.- 458824)

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