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

DOF: 22/12/2017

OFFICIAL LETTER modifying the authorization granted to Seguros BBVA Bancomer, S

A seal with the National Emblem appears on the margin, 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-S0079"15".- Official Letter No. 06-C00-41100/60037.

SUBJECT:

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

SEGUROS BBVA BANCOMER, S.A. DE C.V. GRUPO FINANCIERO BBVA BANCOMER

Av. Paseo de la Reforma 510 Col. Juárez Cuauhtémoc 06600, Mexico City

Attention: Lic. Alfredo Aguirre Cárdenas Lic. Mauricio Arturo Tinoco Jaramillo Legal Representatives

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, 75, 369, section II, 370, last paragraph, and 372, section XLI, of the Law of Insurance and Surety Companies, as well as articles 6 and 9 of the Internal Regulations of the National Insurance and Sureties Commission, issues these Resolutions in attention to the following Background and Considerations:

BACKGROUND

Seguros BBVA Bancomer, S.A. de C.V., Grupo Financiero BBVA Bancomer, was authorized by the Ministry of Finance and Public Credit to function and operate as an insurance institution, through Official Letter 366-IV-7005 of November 29, 1996. This authorization was last modified by Official Letter 366-102/12 of September 28, 2012.

With letters dated September 4 and October 23, 2015, July 20 and November 11, 2016 and August 15, 2017, Lic. José Fernando Pío Díaz Castañares, on behalf and in representation of Seguros BBVA Bancomer, S.A. de C.V., Grupo Financiero BBVA Bancomer, submitted for approval to this Commission the comprehensive reform of the bylaws of that institution, which was agreed upon in its Extraordinary General Shareholders' Meeting held on August 31, 2015.

Through Official Letter 06-C00-41100/55976 of September 29, 2017, this Commission approved the comprehensive reform of the bylaws of Seguros BBVA Bancomer, S.A. de C.V., Grupo Financiero BBVA Bancomer, in the terms agreed upon in the notarization of the minutes of the Extraordinary General Shareholders' Meeting of August 31, 2015, contained in public instrument number 117,360 of November 1, 2016, granted before the notary of Lic. Carlos de Pablo Serna, holder of Public Notary 137 of Mexico City, registered in the Public Registry of Property and Commerce, under commercial folio 215803*, on July 3, 2017.

As a result of what is stated in Backgrounds 2 and 3, the National Insurance and Sureties Commission presented before the Authorizations Committee of said Commission, the proposal to modify the terms of the authorization of Seguros BBVA Bancomer, S.A. de C.V., Grupo Financiero BBVA Bancomer, in order to eliminate the reference to the "Earthquake" line of business in the operation of property damage from its corporate purpose, because according to articles 25, section III, subsection j), and 27, section XV, of the Law of Insurance and Surety Companies, in the Catastrophic Risks line of business earthquake risks are included, as well as the modification regarding the amount of share capital it holds, in order to establish that its capital must be expressed in Investment Units and be paid in national currency, as ordered by article 49, first paragraph, of the Law of Insurance and Surety Companies.

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 Authorizations Committee of the same Commission, agreed as follows:

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

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

"b) Eliminate the reference to the capital amount 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 of business it has authorized, which must be expressed in Investment Units and paid in national currency, in terms of article 49, first paragraph, of the Law of Insurance and Surety Companies. "

CONSIDERATIONS

FIRST.- That article 369, section II, of the Law of Insurance and Surety Companies, 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-C00-41100/55976 of September 29, 2017, the terms of the authorization granted to that insurance institution must be modified.

In view of the above, the following are issued:

RESOLUTIONS

FIRST.- The Preamble and Articles First, Second, Third, Base II of the authorization granted to Seguros BBVA Bancomer, S.A. de C.V., Grupo Financiero BBVA Bancomer, are modified so that it may operate as an insurance institution, with the mentioned parts remaining in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, THROUGH THE NATIONAL INSURANCE AND SURETIES COMMISSION, TO SEGUROS BBVA BANCOMER, S.A. DE C.V., GRUPO FINANCIERO BBVA BANCOMER, TO ORGANIZE AND FUNCTION AS AN INSURANCE INSTITUTION SUBSIDIARY OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A., OF THE KINGDOM OF SPAIN, THROUGH THE GROUP FINANCIERO BBVA BANCOMER, S.A. DE C.V., IN THE FOLLOWING TERMS:

"ARTICLE FIRST.- In exercise of the power conferred by articles 5th, 6th and 33-C 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, onwards, are conferred by articles 11 and 75 of the Law of Insurance and Surety Companies to the Commission National Insurance and Sureties, authorization is granted to Seguros BBVA Bancomer, S.A. de C.V., Grupo Financiero BBVA Bancomer, to operate as an insurance institution subsidiary of Banco Bilbao Vizcaya Argentaria, S.A., of the Kingdom of Spain, through the Group Financiero BBVA Bancomer, S.A. de C.V.

"ARTICLE SECOND.- The subsidiary 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 property insurance, in the lines of civil liability and professional risks, maritime and transport, fire, automobiles, credit reinsurance, miscellaneous and catastrophic risks, as well as the operation of suretyship.

"ARTICLE THIRD.- The subsidiary insurance institution shall be subject to the provisions of the Law of Insurance and Surety Companies, as well as those derived from the same, to the General Law of Commercial Companies, to the Law to Regulate Financial Groupings, regarding its integration into the Financial Group BBVA Bancomer, S.A. de C.V., and to the other laws applicable to it, and in particular, to the following bases:

"..."

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

"..."

"...".

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

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, THROUGH THE NATIONAL INSURANCE AND SURETIES COMMISSION, TO SEGUROS BBVA BANCOMER, S.A. DE C.V., GRUPO FINANCIERO BBVA BANCOMER, TO ORGANIZE AND FUNCTION AS AN INSURANCE INSTITUTION SUBSIDIARY OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A., OF THE KINGDOM OF SPAIN, THROUGH THE GROUP FINANCIERO BBVA BANCOMER, S.A. DE C.V., IN THE FOLLOWING TERMS:

"ARTICLE FIRST.- In exercise of the power conferred by articles 5th, 6th and 33-C 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, onwards, are conferred by articles 11 and 75 of the Law of Insurance and Surety Companies to the Commission National Insurance and Sureties, authorization is granted to Seguros BBVA Bancomer, S.A. de C.V., Grupo Financiero BBVA Bancomer, to operate as an insurance institution subsidiary of Banco Bilbao Vizcaya Argentaria, S.A., of the Kingdom of Spain, through the Group Financiero BBVA Bancomer, S.A. de C.V.

"ARTICLE SECOND.- The subsidiary 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 property insurance, in the lines of civil liability and professional risks, maritime and transport, fire, automobiles, credit reinsurance, miscellaneous and catastrophic risks, as well as the operation of suretyship.

"ARTICLE THIRD.- The subsidiary insurance institution shall be subject to the provisions of the Law of Insurance and Surety Companies, as well as those derived from the same, to the General Law of Commercial Companies, to the Law to Regulate Financial Groupings, regarding its integration into the Financial Group BBVA Bancomer, S.A. de C.V., and to the other laws applicable to it, and in particular, to the following bases:

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

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

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

"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 corporate domicile of the institution, within one hundred twenty days following the date of their notification to Seguros BBVA Bancomer, S.A. de C.V., Grupo Financiero BBVA Bancomer, in terms of what is provided in article 75, second paragraph, of the Law of Insurance and Surety Companies, 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 Seguros BBVA Bancomer, S.A. de C.V., Grupo Financiero BBVA Bancomer, in the terms described that in conformity with the applicable provisions, it is the responsibility of this Commission to resolve, and does not prejudge any act that said company carries out and which implies prior authorization or approval from other financial authorities, administrative, tax or of any other nature, in terms of current regulations, nor convalidates the legality or validity of the same in case said authorizations or approvals are not obtained.

This is brought to your knowledge, based on articles 11, 66, 75, 369, section II, 370, last paragraph, and 372, section XLI, of the Law of Insurance and Surety Companies, 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.- 460768)

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