Official Letter Modifying the Authorization Granted to Seguros de Vida Sura México, S.A. de C.V. to Operate as an Insurance Institution

DOF: 05/04/2019

OFFICIAL LETTER modifying the authorization granted to Seguros de Vida Sura México, S.A. de C.V. to operate as an insurance institution.

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.- Advisory Sub-directorate.- File C00.411.13.2.1-S0095"17".- Official Letter No. 06-C00-41100/56490.

SUBJECT:

The authorization granted to Seguros de Vida Sura México, S.A. de C.V. is modified.

SEGUROS DE VIDA SURA MÉXICO, S.A. DE C.V.

Torre Virreyes, Pedregal 24, Floor 24 Col. Molino del Rey Miguel Hidalgo Borough 11040, Mexico City

Attention: Lic. Viviana Alvarado Balderas Legal Representative

The Federal Government through the National Insurance and Surety Commission, and after agreement by its Board of Directors, based on articles 11, 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 these Resolutions in response to the following Background and Considerations:

BACKGROUND

1. Seguros de Vida Sura México, S.A. de C.V., was authorized by the Ministry of Finance and Public Credit to organize and function as an insurance institution, through Official Letter 366-IV-3349 of June 16, 1999, published in the Official Gazette of the Federation on August 10 of that same year. This authorization was last modified by this National Insurance and Surety Commission, through Official Letter 06-C00-41100/23083 of April 25, 2018.

2. Through writings dated December 20, 2017, January 8, March 12, and June 18, 2018, Lic. Viviana Alvarado Balderas, and Lic. Leonel Pereznieto del Prado, on behalf of Seguros de Vida Sura México, S.A. de C.V., and Suramericana, S.A., respectively, requested authorization from this Decentralized Body so that:

(i) Suramericana, S.A. acquires 99.9999% of the shares of Seguros de Vida Sura México, S.A. de C.V., owned by Sura Asset Management México, S.A. de C.V.; and

(ii) Consequently, Seguros de Vida Sura México, S.A. de C.V., carries out a reform of its corporate bylaws.

From the aforementioned statutory modification, it stands out that these bylaws will be adjusted to those of a non-subsidiary insurance institution, and that they will reflect the new shareholding structure of said insurance institution.

3. Through Official Letter 06-C00-41100/37349 of July 2, 2018, this Commission notified Seguros de Vida Sura México, S.A. de C.V., and Suramericana, S.A., that the Board of Directors of this Commission, in its session 201 of June 26, 2018, taking into consideration the favorable opinion issued by the Authorizations Committee of the same Commission, agreed to grant the authorization requested by the aforementioned institutions regarding the alienation and acquisition of 99.9999% of the shares representing the social capital of Seguros de Vida Sura México, S.A. de C.V., owned by Sura Asset Management México, S.A. de C.V., in favor of Suramericana, S.A.

4. Additionally, by Official Letter 06-C00-41100/38403 of July 6, 2018, this Commission granted Seguros de Vida Sura México, S.A. de C.V., approval regarding the comprehensive modification of its corporate bylaws agreed upon in terms of the draft of the Minutes of the Extraordinary General Shareholders' Meeting attached as an annex to its request writing of December 20, 2017, through which it was resolved to approve that said insurer cease to be a subsidiary insurance institution by virtue of the transfer of 99.9999% of its shares in favor of Suramericana, S.A.

5. With a writing dated July 27, 2018, received by this Commission on that same date, Lic. Viviana Alvarado Balderas, on behalf of Seguros de Vida Sura México, S.A. de C.V., sent the first testimony and a notarially certified copy of public deed number 72,491 of July 25, 2018, granted before the notary of Lic. Ignacio Soto Sobreyra y Silva, holder of Public Notary Office number 13 with exercise in this Mexico City, in which the protocolization of the Minutes of the Extraordinary General Shareholders' Meeting of said institution, held on July 19, 2018, is recorded, in which, among other things, the comprehensive reform of the corporate bylaws of the aforementioned institution was approved.

6. Through Official Letter 06-C00-41100/50372 of September 25, 2018, this Commission approved public instrument number 72,491 of July 25, 2018, described in the preceding paragraph.

7. By Official Letter 06-C00-41100/50380 of September 25, 2018, this Decentralized Body of the Ministry of Finance and Public Credit, authorized in accordance with the presented scheme, the acquisition by Suramericana, S.A., of 99.9999% of the shares representing the social capital of Seguros de Vida Sura México, S.A. de C.V.

8. Likewise, through Official Letter 06-C00-41100/50379 of September 25, 2018, this Commission authorized in accordance with the presented scheme, the alienation by Sura Asset Management México, S.A. de C.V., of 99.9999% of the shares representing the social capital of Seguros de Vida Sura México, S.A. de C.V.

9. As a result of the foregoing in the preceding paragraphs, the National Insurance and Surety Commission presented before the Authorizations Committee of the Board of Directors of said Commission, the proposal to modify the bases of the authorization of Seguros de Vida Sura México, S.A. de C.V., to reflect the adjustments made in the corporate bylaws of said institution regarding the fact that it ceased to be a subsidiary insurance institution.

10. The aforementioned modification was submitted to the consideration of the Board of Directors of the National Insurance and Surety Commission in its session 205 of November 29, 2018, which, taking into consideration the favorable opinion issued by the Authorizations Committee of the same Commission, agreed as follows:

« UNIQUE.- The bases of the authorization granted to Seguros de Vida Sura México, S.A. de C.V., are MODIFIED, to reflect the modification made in the corporate bylaws of said institution, regarding the fact that said insurer ceased to be a subsidiary insurance institution. »

CONSIDERING

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-C00-41100/50372 of September 25, 2018, 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, Articles First, Second and Third, general statement, bases II, subsection a), and III), of the authorization granted to Seguros de Vida Sura México, S.A. de C.V., to operate as an insurance institution, are modified, with the indicated parts remaining in the following terms:

« AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO SEGUROS DE VIDA SURA MÉXICO, S.A. DE C.V., TO ORGANIZE AND OPERATE AS AN INSURANCE INSTITUTION, IN THE FOLLOWING TERMS:

« ARTICLE FIRST.- In exercise of the power conferred by article 5 of the repealed General Law of Insurance and Mutual Societies 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 Surety Commission, authorization is granted to Seguros de Vida Sura México, S.A. de C.V., to organize and operate as an insurance institution.

« ARTICLE SECOND.- The insurance institution is authorized to practice the operation of life insurance and the operation of accident and sickness insurance, in the line of personal accidents.

« 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 Mercantile Societies, and to the other laws applicable to it, and in particular, to the following bases:

« ...

« ...

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

« ...

« III.- The social domicile of the insurance institution shall be Mexico City.

« ... ».

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

« AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO SEGUROS DE VIDA SURA MÉXICO, S.A. DE C.V., TO ORGANIZE AND OPERATE AS AN INSURANCE INSTITUTION, IN THE FOLLOWING TERMS:

« ARTICLE FIRST.- In exercise of the power conferred by article 5 of the repealed General Law of Insurance and Mutual Societies 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 Surety Commission, authorization is granted to Seguros de Vida Sura México, S.A. de C.V., to organize and operate as an insurance institution.

« ARTICLE SECOND.- The insurance institution is authorized to practice the operation of life insurance and the operation of accident and sickness insurance, in the line of personal accidents.

« 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 Mercantile Societies, and to the other laws applicable to it, and in particular, to the following bases:

« I.- The denomination shall be Seguros de Vida Sura México, followed by the words Sociedad Anónima de Capital Variable or its abbreviations, S.A. de C.V.

« II.- The social capital shall be variable according to the following:

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

« b) The variable capital with withdrawal rights in no case may exceed the paid capital without withdrawal rights.

« III.- The social domicile of the insurance institution 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 of the social domicile of the institution, within the one hundred and twenty days following the date of their notification to Seguros de Vida Sura México, S.A. de C.V., in terms of what is established in article 11, last paragraph, 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 writings sent and are limited exclusively to the modification of the authorization granted to Seguros de Vida Sura México, S.A. de C.V., in the terms described which, in accordance with the applicable provisions, fall within the competence of this Commission to resolve, and do not prejudge any act that said society carries out and which implies prior authorization or approval from other financial, administrative, tax, or any other authorities, in terms of current regulations, nor do they validate the legality or validity thereof in case such authorization or approval is not obtained.

You are hereby informed of the above, based on articles 11, 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, November 30, 2018. - The President of the National Insurance and Surety Commission, Norma Alicia Rosas Rodríguez. - Rubric.

(R.- 480248)

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