Official Letter Modifying the Authorization Granted to Tlloc Seguros, S.A. to Operate as an Insurance Institution

DOF: 19/07/2018

OFFICIAL LETTER modifying the authorization granted to Tlloc Seguros, S.A.

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-S0123"15".- Official Letter No. 06-C00-41100/23151.

SUBJECT:

Authorization granted to Tlloc Seguros, S.A. is modified.

TLLOC SEGUROS, S.A.

Av. Tecnolgico Sur 100, 3rd Floor

Office 301

San ngela Neighborhood

76030, Santiago de Queretaro, Qro.

Attention:

Ing. Hugo Eduardo Braa Muoz

President of the Board of Directors

The Federal Government, through the National Insurance and Sureties Commission, and with prior 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 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

Tlloc Seguros, S.A., was authorized by the Ministry of Finance and Public Credit to function and operate as an insurance institution, through Official Letter 100.-97 of December 12, 2014, published in the Official Federal Gazette on March 26, 2015.

With writings dated August 25 and October 5, 2015; October 31 and November 4, 2016; and January 12, 2017, received by this Commission on August 28 and October 13, 2015; October 31 and November 7, 2016; and January 13, 2017, respectively, Ing. Hugo Eduardo Braa Muoz, M. en D. Francisco Nuoz Kaufmann and C.P. Jaime Daz Becerril, in their capacity as President of the Board of Directors, Legal Representative and General Director, respectively, of Tlloc Seguros, S.A., requested approval from this Decentralized Body of the Ministry of Finance and Public Credit to carry out the comprehensive modification of the corporate bylaws of that institution, which was agreed upon in an Extraordinary General Shareholders' Meeting on April 20, 2015.

Through Official Letter 06-C00-41100/14422 of March 13, 2018, this Commission approved the comprehensive modification of the corporate bylaws of Tlloc Seguros, S.A., in the terms agreed upon in the protocolization of the minutes of the Extraordinary General Shareholders' Meeting of April 20, 2015, contained in public instrument number 37,328 of April 28, 2017, granted before the notary public Lic. Juan Luis Montes de Oca Monzn, Notary Public attached to Notary Public Office number 19 of the Notarial Jurisdiction of Queretaro, of which Lic. Fernando Ortiz Proal is the Titular.

As a result of the foregoing in Backgrounds 2 and 3, the National Insurance and Sureties Commission presented before the Authorizations Committee of said Commission, the proposal to modify the bases of the authorization of Tlloc Seguros, S.A., in order to carry out the modification regarding 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.

The aforementioned modification was submitted to the consideration of the Board of Directors of the National Insurance and Sureties Commission in its session 200 of April 24, 2018, which, taking into consideration the favorable opinion issued by the Authorizations Committee of the same Commission, agreed as follows:

"SINGLE.- The bases of the authorization granted to Tlloc Seguros, S.A., are MODIFIED, in order to reflect the modification made in the corporate bylaws of said institution, which is described below:

"- 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 of business 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 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-C00-41100/14422 of March 13, 2018, the terms of the authorization granted to that insurance institution must be modified.

In view of the foregoing, the following are issued:

RESOLUTIONS

FIRST.- A Preamble is added, and the Articles of the authorization granted by the Ministry of Finance and Public Credit to Tlloc Seguros, S.A., through Official Letter No. 100.-97, mentioned in Background 1 of this Official Letter, are restructured and modified, so that it operates as an insurance institution, remaining in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO TLLOC SEGUROS, S.A., TO ORGANIZE AND FUNCTION 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 Sureties Commission, authorization is granted to Tlloc Seguros, S.A., to function as an insurance institution.

"ARTICLE SECOND.- The insurance institution is authorized to practice the damage operation in the agricultural and animal line.

"ARTICLE THIRD.- The insurance institution will 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 Societies, and to the other laws applicable to it, and in particular, to the following bases:

"I.- The name will be "Tlloc Seguros, S.A."

"II.- The insurance institution must have the minimum paid-in capital determined for the year in question, for each operation or line of business 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 social domicile of the insurance institution will be Queretaro, Queretaro.

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

SECOND.- The authorization granted to Tlloc Seguros, S.A., to organize and operate as an insurance institution, after the modification indicated in the previous Resolutive, remains entirely in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO TLLOC SEGUROS, S.A., TO ORGANIZE AND FUNCTION 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 Sureties Commission, authorization is granted to Tlloc Seguros, S.A., to function as an insurance institution.

"ARTICLE SECOND.- The insurance institution is authorized to practice the damage operation in the agricultural and animal line.

"ARTICLE THIRD.- The insurance institution will 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 Societies, and to the other laws applicable to it, and in particular, to the following bases:

"I.- The name will be "Tlloc Seguros, S.A."

"II.- The insurance institution must have the minimum paid-in capital determined for the year in question, for each operation or line of business 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 social domicile of the insurance institution will be Queretaro, Queretaro.

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

THIRD.- These resolutions must be published in the Official Federal Gazette and in two widely circulated newspapers from the social domicile of the institution, within the one hundred and twenty days following the date of their notification to Tlloc Seguros, S.A., in terms of what is provided 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 writings sent and are limited exclusively to the modification of the authorization granted to Tlloc Seguros, S.A., in the terms described which, in accordance with the applicable provisions, it is competent for this Commission to resolve, and does not prejudge any act that said society carries out and which implies the prior authorization or approval of other financial, administrative, tax or any other authorities, in terms of current regulations, nor does it validate the legality or validity of the same in case said authorizations or approvals are not obtained.

The foregoing is made known to you, 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 Sureties Commission.

Respectfully,

Effective Suffrage. No Re-election.

Mexico City, April 25, 2018. - The President of the National Insurance and Sureties Commission, Norma Alicia Rosas Rodrguez.- Rubric.

(R.- 470866)

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