Official Letter Modifying the Authorization Granted to Servicios Integrales de Salud Nova, S.A. de C.V. to Operate as a Specialized Health Insurance Institution — SHCP — MX

DOF: 25/04/2019

OFFICIAL LETTER modifying the authorization granted to Servicios Integrales de Salud Nova, S.A. de C.V. to organize and function as a specialized health insurance institution.

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- SHCP.- Ministry of Finance and Public Credit.- National Commission of Insurance and Sureties.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-Advisory Directorate.- File: C00.411.13.2.1-H0711"16".- Official Letter No. 06-C00-41100-04000/2019.

SUBJECT:

The authorization granted to
Servicios Integrales de Salud Nova,
S.A. de C.V. is modified.

SERVICIOS INTEGRALES DE SALUD NOVA, S.A. DE C.V.

Fray García Guerra 155

Col. Lomas Virreyes

Miguel Hidalgo

11000, Mexico City

Attention:

Lic. Ana Paula Nuñez Heather

Legal Representative

The Federal Government through the National Commission of Insurance and Sureties, and prior to the Agreement of 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 Companies, as well as on articles 6 and 9 of the Internal Regulations of the National Commission of Insurance and Sureties, issues these Resolutions in response to the following

Background and Considerations:

BACKGROUND

Servicios Integrales de Salud Nova, S.A. de C.V., was authorized by the Ministry of Finance and Public Credit to organize and function as a specialized health insurance institution,

through official letter 101.-01965 of December 22, 2003, published in the Official Gazette of the Federation on March 16, 2004. This authorization was last modified by said Dependence through various 366-118/11 of September 23, 2011, noting in said authorization the expansion of the corporate object of the institution in reference.

II.

With writings of September 13 and October 31 both of 2016 and September 27, October 26

and November 24 all of 2017, Lic. Ana Paula Nuñez Heather, Legal Representative of

Servicios Integrales de Salud Nova, S.A. de C.V., submitted for consideration to this Organism

Decentralized of the Ministry of Finance and Public Credit, the modification to article sixth of

its corporate statutes by virtue of the following:

Increase of fixed minimum capital without right of withdrawal in the amount of $10 ' 000,000.00 M.N., to

ascend from $15 ' 000,000.00 M.N. to the amount of $25 ' 000,000.00 M.N., in accordance with the

unanimous resolution of June 19, 2017.

Conversion of variable capital to fixed minimum capital without right of withdrawal of $12 ' 200,000.00 M.N.

and a contribution of $12 ' 000,000.00 M.N. in the fixed portion without right of withdrawal, to remain in

an amount of $49 ' 200,000.00 M.N., in accordance with the unanimous resolution of June 19

2017.

Increase of fixed minimum capital without right of withdrawal in the amount of $30 ' 000,000.00 M.N., to

remain in an amount of $79 ' 200,000.00 M.N.

Increase of fixed minimum capital without right of withdrawal in the amount of $10 ' 000,000.00 M.N., to

remain in an amount of $89 ' 200,000.00 M.N.

III.

Through Official Letter No. 06-C00-41100/11804 of February 27, 2018, this Commission approved the reform

to Article Sixth of the corporate statutes of Servicios Integrales de Salud Nova, S.A. de C.V. , in

the terms of the draft Unanimous Resolutions adopted by the Shareholders of said

Institution on dates June 19, August 16 and 29, 2017, instructing it to, remit the

first original testimony and a copy by notarial comparison of the deed of protocolization of said

resolutions in order to comply with Provision 2.3.7. of the Unique Circular of Insurance and

Sureties, and if applicable, its subsequent registration in the corresponding Public Registry of Commerce.

IV.

Through Official Letter No. 06-C00-41100/55842 of November 20, 2018, this Commission, requested to

Servicios Integrales de Salud Nova, S.A. de C.V. , inform the status of the first

original testimony and a copy by notarial comparison of the deed of protocolization of the

Unanimous Resolutions adopted by the shareholders of that institution on dates June 19, 16 and

29 of August 2017.

Through writing received in this Commission on December 5, 2018, Servicios Integrales de

Salud Nova, S.A. de C.V. , through its legal representative, remitted the first testimony and a

copy by notarial comparison, as instructed in official letter No. 06-C00-41100/11804, of the deed

public number 86,125 of April 11, 2018, granted before the faith of Lic. Marco Antonio Ruíz

Aguirre, Public Notary No. 229 of this Mexico City, public instrument in which it is made

record the protocolization of the unanimous resolutions adopted outside of shareholder meetings

of Servicios Integrales de Salud Nova, S.A. de C.V. , and which contains the reform to Article Sixth of

the corporate statutes of said institution.

Likewise, through the writing of December 5, 2018, referred to in the previous paragraph, that

institution remitted a certified copy of the public deed number 86,125 of April 11, 2018, with

data of registration in the Public Registry of Commerce of the State of Nuevo León, with folio

electronic commercial 87391 of May 16, 2018.

VI.

By Official Letter 06-C00-41100-01579/2019 of January 28, 2019, this Commission approved the modification

of the corporate statutes contained in public instrument No. 86,125 and took note regarding the

registration carried out by Servicios Integrales de Salud Nova, S.A. de C.V. , in the Public Registry

of Commerce corresponding to the said public deed, with number of commercial folio 87391.

VII.

Derived from what is exposed in the Background II to VI, the National Commission of Insurance and Sureties

presented before the Committee of Authorizations of said Commission, the proposal of modification of

the

authorization of Servicios Integrales de Salud Nova, S.A. de C.V. , to effect the

modification relative to the amount of the social capital with which said institution counts, in order to

indicate the various capital increases previously referred to and indicate that its capital must be

expressed in Investment Units and be covered in national currency, as ordered by the

article 49, first paragraph, of the Law of Insurance and Surety Companies.

VIII.

The modification indicated was submitted to the consideration of the Board of Directors of the

National Commission of Insurance and Sureties in its Session 206 of February 19, 2019, which, taking into

consideration the favorable opinion issued by the Committee of Authorizations of the same Commission,

agreed as follows:

" FIRST.- MODIFY the authorization of Servicios Integrales de Salud Nova, S.A.

of C.V. , by conversion of variable capital to fixed minimum capital without right of withdrawal of

$12 ' 200,000.00 M.N. , to ascend from $25 ' 000,00.00 M.N. to the amount of

$37 ' 200,000.00 M.N., in accordance with the unanimous resolution of June 19

2017.

" SECOND.- MODIFY the authorization of Servicios Integrales de Salud Nova,

S.A. de C.V. , by increase of fixed minimum capital without right of withdrawal of $12 ' 000,000.00

M.N. to ascend from $37 ' 200,000.00 M.N., to the amount of $49 ' 200,000.00 M.N., in

conformity with the unanimous resolution of June 19, 2017.

" THIRD.- MODIFY the authorization of Servicios Integrales de Salud Nova, S.A.

de C.V. , by increase of fixed minimum capital without right of withdrawal in the amount of

$30 ' 000,000.00 M.N., to ascend from $49 ' 200,000.00 M.N., to the amount

$79 ' 200,000.00 M.N.

" FOURTH.- MODIFY the authorization of Servicios Integrales de Salud Nova, S.A.

de C.V. , by increase of fixed minimum capital without right of withdrawal in the amount of

$10 ' 000,000.00 M.N., to ascend from $79 ' 200,000.00 M.N., to the amount of

$89 ' 200,000.00 M.N.

" FIFTH.- MODIFY the authorization of Servicios Integrales de Salud Nova, S.A.

de C.V. , by elimination of the reference to the amount of the capital of said institution of

insurance, substituting it by a wording that establishes that the institution must

count with the minimum paid-in capital that is determined for the year in question, for each

operation and lines of business that it has authorized, which must be expressed in Units of

Investment and covered in national currency, in terms of article 49, first paragraph,

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, to modify the authorizations to organize,

operate and function as an insurance institution.

SECOND.- That derived from the resolution contained in the cited 06-C00-41100-01579/2019 of January 28

of 2019, 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 Article Third, Subsection a) of section II of the authorization granted to

Servicios Integrales de Salud Nova, S.A. de C.V. , is modified, in the following terms:

" a) The fixed minimum capital without right of withdrawal shall be $37 ' 200,000.00 M.N. (thirty-seven

million two hundred thousand) national currency. "

SECOND.- THE Article Third, Subsection a) of section II of the authorization granted to

Servicios Integrales de Salud Nova, S.A. de C.V. , is modified, in the following terms:

" a) The fixed minimum capital without right of withdrawal shall be $49 ' 200,000.00 M.N. (forty-nine

million two hundred thousand) national currency. "

THIRD.- THE Article Third, Subsection a) of section II of the authorization granted to

Servicios Integrales de Salud Nova, S.A. de C.V. , is modified, in the following terms:

" a) The fixed minimum capital without right of withdrawal shall be $79 ' 200,000.00 M.N. (seventy-nine

million two hundred thousand) national currency. "

FOURTH.- THE Article Third, Subsection a) of section II of the authorization granted to

Servicios Integrales de Salud Nova, S.A. de C.V. , is modified, in the following terms:

" a) The fixed minimum capital without right of withdrawal shall be $89 ' 200,000.00 M.N. (eighty-nine

million two hundred thousand) national currency. "

FIFTH- THE authorization of Servicios Integrales de Salud Nova, S.A. de C.V. is modified, by

elimination of the reference to the amount of the capital of said insurance institution, substituting it by a

wording that establishes that the institution must count with the minimum paid-in capital that is determined for

the year in question, for each operation and lines of business that 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 Surety Companies. "

SIXTH.- The Proem, and Articles, First and Third, subsection a) of section II of the

authorization granted to Servicios Integrales de Salud Nova, S.A. de C.V. , is modified, in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, TO INSURANCE OF

SERVICIOS INTEGRALES DE SALUD NOVA, S.A. DE C.V., TO ORGANIZE AND

FUNCTION AS A SPECIALIZED HEALTH INSURANCE INSTITUTION, IN

THE FOLLOWING TERMS:

" ARTICLE FIRST.- In exercise of the faculty conferred by article 5º of the repealed

General Law of Insurance and Mutual Insurance Companies to the Ministry of

Finance and Public Credit, and which from April 4, 2015, confers article 11

of the Law of Insurance and Surety Companies to the National Commission of Insurance and

Sureties, authorization is granted to Servicios Integrales de Salud Nova, S.A. de C.V., to

organize and function as a specialized health insurance institution.

" ...

"ARTICLE THIRD.- The insurance institution shall be subject to the provisions of the

Law of Insurance and Surety Companies, as well as those derived from it,

the General Law of Commercial Companies, and to the other norms that are applicable to it

and, in particular, to the following bases:

"I.- ...

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

"a) The institution must count with the minimum paid-in capital that is determined for the

year in question, for each operation or line of business that it has authorized, which must

be expressed in Investment Units and that must be covered in national currency,

terms of article 49, first paragraph, of the Law of Insurance and Surety

and

Sureties.

" ... ».

SEVENTH.- The authorization granted to Servicios Integrales de Salud Nova, S.A. de C.V. ,

for

organize and function as an insurance institution, after the modification indicated in the resolutivo

previous, remains entirely in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, TO INSURANCE OF

SERVICIOS INTEGRALES DE SALUD NOVA, S.A. DE C.V., TO ORGANIZE AND

FUNCTION AS A SPECIALIZED HEALTH INSURANCE INSTITUTION, IN

THE FOLLOWING TERMS:

" ARTICLE FIRST.- In exercise of the faculty conferred by article 5º of

the

repealed General Law of Insurance and Mutual Insurance Companies to the

Ministry of Finance and Public Credit, and which from April 4, 2015, confers

article 11 of the Law of Insurance and Surety Companies to the National Commission

of Insurance and Sureties, authorization is granted to Servicios Integrales de Salud Nova,

S.A.

of C.V., to organize and function as a specialized health insurance institution

health.

"ARTICLE SECOND.- The insurance institution is exclusively authorized to

practice the operation of accidents and diseases, in the lines of health and expenses

medical.

"ARTICLE THIRD.- The insurance institution shall be subject to the provisions of the

Law of Insurance and Surety Companies, as well as those derived from it,

the General Law of Commercial Companies, and to the other norms that are applicable to it

and, in particular, to the following bases:

"I.- The denomination will be Servicios Integrales de Salud Nova, Sociedad Anónima de

Variable Capital.

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

"a) The institution must count with the minimum paid-in capital that is determined for the

year in question, for each operation or line of business that it has authorized, which must

be expressed in Investment Units and that must be covered in national currency,

terms of article 49, first paragraph, of the Law of Insurance and Surety

and

Sureties.

"b) The variable capital with right of withdrawal in no case may be higher than the capital

paid without right of withdrawal.

"III.- The corporate domicile of the insurance institution will be San Pedro Garza García,

Nuevo León.

"ARTICLE FOURTH.- By its very nature this authorization is non-transferable. »

EIGHTH.- These resolutions must be published in the Official Gazette of the Federation and in two

newspapers of wide circulation from the corporate domicile of the institution, within the one hundred twenty days

following the date of its notification to Servicios Integrales de Salud Nova, S.A. de C.V., in terms of what is

provided in article 11 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

writings sent and are limited exclusively to the modification of the authorization granted to

that insurance institution, in the terms described that in accordance with the applicable provisions

competent to resolve to this Commission, and does not prejudge any act that said society carries out and that

implies the prior authorization or approval of other financial, administrative, tax or

of any other nature, 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, the above based on articles 11, 369, section II, 370, last

paragraph, and 372, section XLI, of the Law of Insurance and Surety Companies, as well as on articles 6 and

9 of the Internal Regulations of the National Commission of Insurance and Sureties.

Respectfully

Mexico City, February 21, 2019.- The President of the National Commission of Insurance and Sureties ,

Ricardo Ernesto Ochoa Rodríguez .- Rubric.

(R.- 480851)

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