Official Letter Modifying the Preamble and Articles 1 and 3 of the Authorization for Solunion Mexico Seguros de Credito, S.A.

DOF: 09/09/2020

OFFICIAL LETTER modifying the preamble and Articles 1 and 3, fractions I and II, of the authorization to organize and operate as an insurance institution granted to Mapfre Seguros de Credito, S.A. (now Solunion Mexico Seguros de Credito, S.A.).

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Insurance, Pensions and Social Security Unit.- General Legal Directorate for Insurance, Sureties and Pensions.- Official Letter No. 366-III-207/15.

SOLUNION MEXICO SEGUROS DE CREDITO, S.A. (Formerly Mapfre Seguros de Credito, S.A.)

Paseo de los Tamarindos No. 150-PB Col. Bosques de las Lomas, C.P. 05120

To:

Mr. Eduardo Siqueiros T. Representative

The Federal Government, through this Ministry of Finance and Public Credit, based on the provisions of Article 31, fraction VIII of the Organic Law of the Federal Public Administration, Articles 33-A, 33-B and 33-C of the General Law of Insurance and Mutual Insurance Companies, and in exercise of the powers conferred by Article 36, fraction VI of the Internal Regulations of the Ministry of Finance and Public Credit, issues the resolution indicated below, in attention to the following background and considerations:

BACKGROUND

I.

Solunion Mexico Seguros de Credito, S.A. is a company authorized by this Ministry to operate as an insurance institution to practice the operation of damage insurance, in the credit branch, as evidenced by resolution 366-IV-5196 of October 28, 2002, published in the Official Gazette of the Federation on March 26, 2003 and last modified by official letter 366-III-0397/14 of May 14, 2014.

II.

By official letter 366-III-955/13 of December 2, 2013, the General Legal Directorate for Insurance, Sureties and Pensions, attached to the Insurance, Pensions and Social Security Unit, among other things:

a) Authorized Mapfre Seguros de Credito, S.A., as the merging company, to merge with Euler Hermes Seguro de Credito, S.A., as the merged company.

b) Approved the reform to the second clause of the bylaws of Mapfre Seguros de Credito, S.A. to change its name to Solunion Mexico Seguros de Credito, S.A.

c) Approved the reform to the sixth clause of the bylaws of Mapfre Seguros de Credito, S.A. to increase its social capital from $33,000,000.00 to $81,000,000.00.

d) Requested that within sixty business days following the merger between Mapfre Seguros de Credito, S.A. and Euler Hermes Seguro de Credito, S.A. and the reforms cited in subitems b) and c), the first certified copy and three simple copies of the public deed with registration data in the Public Commerce Registry be sent, in which the projects of extraordinary general meetings of shareholders of Mapfre Seguros de Credito, S.A. and Euler Hermes Seguro de Credito, S.A. that agreed on the merger, as well as the reforms to clauses second and sixth of the bylaws of Mapfre Seguros de Credito, S.A., were notarized, for the purpose of proceeding to modify its authorization to organize and operate as an insurance institution.

III.

With writings dated November 13, 2014, Solunion Mexico Seguros de Credito, S.A. submitted to this Insurance, Pensions and Social Security Unit:

a) The first certified copy and three simple copies of public deed No. 64,988 of September 30, 2014, granted before the notary public Lic. Erik Namur Campesino, Public Notary No. 94 of the Federal District and registered in the Public Commerce Registry on October 8, 2014 with commercial folio 304871*, in which the notarization of the extraordinary general meetings of shareholders of Mapfre Seguros de Credito, S.A. and Euler Hermes Seguro de Credito, S.A. that agreed on the authorized merger and the modification to clause sixth approved with official letter 366-III-955/13 of December 2, 2013 is recorded.

b) Certified copy of public deed No. 65,431 of October 31, 2014, granted before the notary public Lic. Erik Namur Campesino, Public Notary No. 94 of the Federal District, in which the notarization of the minutes of the extraordinary general meeting of shareholders of Mapfre Seguros de Credito, S.A. of July 16, 2014 is recorded, which resolved the modification to clause second of its bylaws, as well as a writing from said notary, in which he states that the first certified copy of said deed is in the process of registration in the Public Commerce Registry.

IV.

With a writing dated February 26, 2015, Solunion Mexico Seguros de Credito, S.A. submitted to this Insurance, Pensions and Social Security Unit, the first certified copy and three simple copies of the public deed No. 65,431 cited in subitem b) of Background III, registered in the Public Commerce Registry of Huixquilucan, State of Mexico on February 11, 2015 and priority date October 31, 2014, with electronic commercial folio 20 * 4

CONSIDERATIONS

I.

That the merger was carried out on July 16, 2014, complying with what was established in official letter 366-III- 955/13 cited in Background II.

II.

That said merger took effect on October 8, 2014, upon registration in the Public Commerce Registry, as indicated in Background III, subitem a).

III.

That as a result of the approvals to clauses second and sixth of the bylaws, as indicated in subitems b) and c) of Background II, the terms of the authorization granted to that insurance institution must be modified.

IV.

That the first certified copies and three simple copies of public deeds 64,988 and 65,431 with registration data in the Public Commerce Registry were submitted to this Ministry.

RESOLUTION

First.- The preamble and Articles 1 and 3, fractions I and II, of the authorization granted to Mapfre Seguros de Credito, S.A. to organize and operate as an insurance institution are modified, to read as follows:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT THROUGH THE MINISTRY OF FINANCE AND PUBLIC CREDIT, TO SOLUNION MEXICO SEGUROS DE CREDITO, S.A. TO OPERATE AS AN INSURANCE INSTITUTION SUBSIDIARY OF SOLUNION SEGUROS DE CREDITO, INTERNATIONAL INSURANCE AND REINSURANCE COMPANY, S.A., THROUGH MAPFRE AMERICA CAUCION Y CREDITO, S.L., BOTH FROM THE KINGDOM OF SPAIN, UNDER THE FOLLOWING TERMS:

ARTICLE FIRST.- In exercise of the power conferred by Articles 33-A, 33-B and 33-C of the General Law of Insurance and Mutual Insurance Companies to the Ministry of Finance and Public Credit, authorization is granted to Solunion Mexico Seguros de Credito, S.A. to operate as an insurance institution subsidiary of Solunion Seguros de Credito, International Insurance and Reinsurance Company, S.A., through Mapfre America Caucion y Credito, S.L., both from the Kingdom of Spain.

ARTICLE THIRD.- ...

I.- The name shall be Solunion Mexico Seguros de Credito, followed by the words Sociedad Anonima or its abbreviation, S.A.

II.- The social capital shall be $81,000,000.00 (eighty-one million pesos 00/100, National Currency), which includes the amount of minimum paid capital set forth in Article 29, fraction I, first paragraph of the General Law of Insurance and Mutual Insurance Companies.

III.- ... "

Second.- The authorization granted to Solunion Mexico Seguros de Credito, S.A. to organize and operate as an insurance institution, after the modification indicated in the preceding Resolutive, remains entirely as follows:

AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT THROUGH THE MINISTRY OF FINANCE AND PUBLIC CREDIT, TO SOLUNION MEXICO SEGUROS DE CREDITO, S.A. TO OPERATE AS AN INSURANCE INSTITUTION SUBSIDIARY OF SOLUNION SEGUROS DE CREDITO, INTERNATIONAL INSURANCE AND REINSURANCE COMPANY, S.A., THROUGH MAPFRE AMERICA CAUCION Y CREDITO, S.L., BOTH FROM THE KINGDOM OF SPAIN, UNDER THE FOLLOWING TERMS:

ARTICLE FIRST.- In exercise of the power conferred by Articles 33-A, 33-B and 33-C of the General Law of Insurance and Mutual Insurance Companies to the Ministry of Finance and Public Credit, authorization is granted to Solunion Mexico Seguros de Credito, S.A. to operate as an insurance institution subsidiary of Solunion Seguros de Credito, International Insurance and Reinsurance Company, S.A., through Mapfre America Caucion y Credito, S.L., both from the Kingdom of Spain.

ARTICLE SECOND.- The insurance subsidiary is authorized to practice in insurance the operation of damage, in the credit branch.

ARTICLE THIRD.- The insurance subsidiary shall be subject to the provisions of the General Law of Insurance and Mutual Insurance Companies, as well as those derived from it, the General Law of Commercial Companies, the other laws applicable to it, and in particular the following bases:

I.- The name shall be Solunion Mexico Seguros de Credito, followed by the words Sociedad Anonima or its abbreviation, S.A.

II.- The social capital shall be $81,000,000.00 (eighty-one million pesos 00/100, National Currency), which includes the amount of minimum paid capital set forth in Article 29, fraction I, first paragraph of the General Law of Insurance and Mutual Insurance Companies.

III.- The registered domicile of the insurance subsidiary shall be the State of Mexico.

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

Third.- This resolution shall be published in the Official Gazette of the Federation, at the expense of Solunion Mexico Seguros de Credito, S.A., in accordance with what is established in Article 33-C of the General Law of Insurance and Mutual Insurance Companies.

Respectfully,

Mexico, D.F., March 17, 2015.- The Deputy General Director, Yolanda Torres Segarra.- Rubric.

(R.- 497954)

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