Authorization for Chubb Fianzas Monterrey, Aseguradora de Caution, S.A. to Organize and Operate as an Insurance Institution

DOF: 12/06/2017

OFFICE LETTER authorizing Chubb Fianzas Monterrey, Surety Insurance, S.A., to organize and 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.- Legal Vice Presidency.- General Directorate of Legal Advisory and Intermediaries.- Advisory Directorate.- Sub-directorate of Advisory.- File: C00.411.13.1.7/6 " 15 ".- Office No. 06-C00-41100/08389.

Subject:

Authorization is granted to Chubb Fianzas Monterrey, Surety Insurance, S.A., to organize and operate as an insurance institution.

CHUBB FIANZAS MONTERREY, SURETY INSURANCE, S.A.

Av. Paseo de la Reforma No. 250
Capital Reforma Building
Niza Tower Floor 15
Juárez Neighborhood
Cuauhtémoc
06600, Mexico City

Attention: Lic. Juan Pablo Téllez González
Legal Representative.

The Federal Government through the National Insurance and Surety Commission and with the prior agreement of its Board of Directors, based on articles 90 of the Political Constitution of the United Mexican States; 17 and 31, fraction VIII, of the Organic Law of the Federal Public Administration; 2°, subsection D, fraction III, of the Internal Regulations of the Ministry of Finance and Public Credit, published in the Official Gazette of the Federation on September 11, 1996, and its various modifications; 11, 12, 25, fraction III, subsection g), and last paragraph, 26, last paragraph, 36, 41, fractions II to V, 42, 47, 74, 75, 369, fraction II, and 370, fourth paragraph, of the Law of Insurance and Surety Institutions; in Provisions 2.1.1. to 2.1.3., in Chapters 39.1. and 39.6. and Annex 2.1.3-g. of the Single Insurance and Surety Circular, published in the aforementioned Official Gazette on December 19, 2014; as well as in articles 6 and 9 of the Internal Regulations of the National Insurance and Surety Commission, issues the resolutions indicated below, in attention to the following Background and Considerations:

BACKGROUND

I.

Ace Fianzas Monterrey, S.A., was authorized by the Ministry of Finance and Public Credit to operate as a surety institution, through Office 102-E-366-DGSV-I-C-a-4282 of December 28, 1990. This authorization was last modified by the aforementioned Department through Office No. 366-III-328/13 of June 11, 2013, published in the Official Gazette of the Federation on March 13, 2014.

II.

Through a written submission of December 1, 2015, Ace Fianzas Monterrey, S.A., through its General Director and legal representative, Act. Arturo Fernando Martínez Martínez de Velasco and Lic. Juan Pablo Téllez González, respectively, requested authorization from this Commission to organize and operate as a subsidiary insurance institution in the surety line, which would include the practice of lines and sub-lines of sureties that it currently operates; this in accordance with article 42 of the Law of Insurance and Surety Institutions.

III.

Likewise, through the written submissions of February 17, March 7, April 18, and May 20, 2016, Ace Fianzas Monterrey, S.A., through its legal representatives, presented to this Commission various documentation and complementary information to the aforementioned request.

IV.

In this context, the aforementioned request was submitted for consideration to the Board of Directors of this Commission in its session 188 of July 4, 2016, with the prior favorable opinion of the Authorizations Committee of the same Commission, which agreed as follows:

"SINGLE.- GRANT authorization to ACE Fianzas Monterrey, S.A., to organize and operate as a subsidiary insurance institution, in the surety line which includes also the practice of lines and sub-lines of sureties, in accordance with article 42 of the Law of Insurance and Surety Institutions.

V.

Through Office 06-C00-41100/20559 of July 7, 2016, this Commission, among other resolutions, notified Ace Fianzas Monterrey, S.A., that the Board of Directors of this Decentralized Body agreed to grant the requested authorization; issued a favorable opinion regarding the comprehensive reform of the corporate bylaws of Ace Fianzas Monterrey, S.A., in accordance with the project of corporate bylaws submitted as an annex to its written submission of May 20, 2016, and whose reform was agreed upon in accordance with the project of Unanimous Shareholders' Resolution of the aforementioned institution that they submitted attached to their written submission of February 17, 2016, as a consequence of the merit request; and required the submission of the first notarial copy and three copies by notarial comparison of the deed of protocolization of the Unanimous Shareholders' Resolution in which its organization and operation as a subsidiary insurance institution in the surety line, which includes also the practice of lines and sub-lines of sureties, in accordance with article 42 of the Law of Insurance and Surety Institutions, as well as the comprehensive reform of its corporate bylaws attending to its new regime of organization and operation.

VI.

Through a written submission of October 11, 2016, Ace Fianzas Monterrey, S.A., through its legal representative and in response to Office 06-C00-41100/20559 referred to above, submitted the first copy and three copies by notarial comparison of public deed number 33,875 of October 3, 2016, granted before the authority of Lic. Luis Eduardo Paredes Sánchez, holder of Public Notary number 180 of Mexico City, which contains the protocolization of the Unanimous Resolutions adopted outside of Assembly by the shareholders of the aforementioned institution on September 16, 2016, in which, among others, the comprehensive reform of its corporate bylaws and the organization and operation of that surety provider as an insurance institution, in the surety line, which includes also the practice of lines and sub-lines of sureties, in accordance with article 42 of the Law of Insurance and Surety Institutions, was approved.

VII.

Through Office 06-C00-41100/08064 of March 1, 2017, this Commission approved the corporate bylaws of that institution contained in the aforementioned deed 33,875 of October 3, 2016, granted before the authority of Lic. Luis Eduardo Paredes Sánchez, holder of Public Notary number 180 of Mexico City, from which it stands out that the name of the insurance institution is Chubb Fianzas Monterrey, Surety Insurance, S.A.

CONSIDERATIONS

FIRST.- That the request presented through the written submission of December 1, 2015, as well as its extensions described in the Background of the present, fall within the hypotheses provided for in articles 11, 25, fraction III, subsection g), and last paragraph, 26, last paragraph, 36, 41, fractions II to V, 42, 47, 74 and 75 of the Law of Insurance and Surety Institutions, which establish the requirements for a surety institution to organize and operate as a subsidiary insurance institution in the surety line, which includes also the practice of lines and sub-lines of sureties in accordance with the last paragraph of article 25 of the aforementioned Law.

SECOND.- That attending to what was requested by the promoting institution in its request and complementary written submissions mentioned above, it was determined that the requirements established in the applicable regulations were met for Ace Fianzas Monterrey, S.A., to organize and operate as an insurance institution that will carry out damage operations in the surety line, which includes also the practice of lines and sub-lines of sureties, in accordance with articles 25, fraction III, subsection g), and last paragraph, 26, last paragraph, 36, 42 and 47 of the Law of Insurance and Surety Institutions.

THIRD.- That the Board of Directors of this Commission is competent to resolve the present matter in accordance with what is provided in articles 11 and 369, fraction II, of the Law of Insurance and Surety Institutions, for which reason it is taken into account that said Governing Body, in its session 188 of July 4, 2016, agreed to grant the authorization requested by the aforementioned society; likewise, it is to be considered that it corresponds to the President of this Commission to comply with the agreements of said Governing Body, in accordance with what is established in article 370, last paragraph, of the same Law.

FOURTH.- That in accordance with what is stated in article 11 of the Law of Insurance and Surety Institutions, this National Insurance and Surety Commission, through Office 06-C00-41100/ 20559 of July 7, 2016, notified the promoter of the agreement of the Board of Directors by which it was agreed to grant the requested authorization and a favorable opinion was issued regarding the project of corporate bylaws submitted; and in that vein, once the promoter submitted the first copy and three copies by notarial comparison of the aforementioned public deed number 33,875 of October 3, 2016, granted before the authority of Lic. Luis Eduardo Paredes Sánchez, holder of Public Notary number 180 of Mexico City, in which the comprehensive reform of the corporate bylaws and the organization and operation of said surety provider as a subsidiary insurance institution is recorded, this Commission through Office 06-C00-41100/08064 of March 1, 2017, approved the corporate bylaws of that institution.

FIFTH.- That in accordance with what is stated in articles 11, third paragraph, 12 and 47 of the Law of Insurance and Surety Institutions, the start of operations as an insurance institution will be subject to obtaining the favorable opinion issued by this Commission, which must be requested within a period of one hundred eighty days counted from the approval of the corporate bylaws of Chubb Fianzas Monterrey, Surety Insurance, S.A.

In view of the foregoing, the following are issued:

RESOLUTIONS

FIRST.- The Federal Government through the National Insurance and Surety Commission and with the prior agreement of its Board of Directors, based on articles 90 of the Political Constitution of the United Mexican States; 17 and 31, fraction VIII, of the Organic Law of the Federal Public Administration; 2°, subsection D, fraction III, of the Internal Regulations of the Ministry of Finance and Public Credit, published in the Official Gazette of the Federation on September 11, 1996, and its various modifications; 11, 12, 25, fraction III, subsection g), and last paragraph, 26, last paragraph, 36, 41, fractions II to V, 42, 47, 74, 75, 369, fraction II, and 370, fourth paragraph, of the Law of Insurance and Surety Institutions; in Provisions 2.1.1. to 2.1.3., in Chapters 39.1. and 39.6. and Annex 2.1.3-g. of the Single Insurance and Surety Circular, published in the aforementioned Official Gazette on December 19, 2014; as well as in articles 6 and 9 of the Internal Regulations of the National Insurance and Surety Commission, authorizes Chubb Fianzas Monterrey, Surety Insurance, S.A., to organize and operate as a subsidiary insurance institution in the surety line which includes also the practice of lines and sub-lines of sureties, in accordance with article 42 of the Law of Insurance and Surety Institutions, in the following terms:

AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, THROUGH THE NATIONAL INSURANCE AND SURETY COMMISSION, TO CHUBB FIANZAS MONTERREY, SURETY INSURANCE, S.A., TO ORGANIZE AND FUNCTION AS A SUBSIDIARY INSURANCE INSTITUTION OF THE FOREIGN FINANCIAL INSTITUTION WESTCHESTER FIRE INSURANCE COMPANY, THROUGH THE RELATED SOCIETY FM HOLDCO LLC, BOTH OF THE UNITED STATES OF AMERICA, IN THE FOLLOWING TERMS:

ARTICLE FIRST.- In exercise of the faculty granted to the Federal Government, through the National Insurance and Surety Commission, by articles 11 and 75 of the Law of Insurance and Surety Institutions, Chubb Fianzas Monterrey, Surety Insurance, S.A., is authorized to organize and function as a subsidiary insurance institution of the foreign financial institution Westchester Fire Insurance Company, through the related society FM Holdco LLC, both of the United States of America, in accordance with article 42 of the Law of Insurance and Surety Institutions.

ARTICLE SECOND.- The subsidiary insurance institution is authorized to practice in the Mexican Republic, in accordance with what is provided in articles 25, fraction III, subsection g), and last paragraph, 26, last paragraph, 36 and 42 of the Law of Insurance and Surety Institutions, the operation of damage insurance in the surety line, as well as to grant fidelity sureties, in the individual and collective sub-lines; judicial sureties, in the judicial criminal sub-lines, judicial non-criminal sub-lines and judicial sureties that cover vehicle motor vehicle drivers; administrative sureties, in the sub-lines of work, supply, tax, lease and other administrative sureties; credit sureties, in the sub-lines of supply, sale and other credit sureties; as well as guarantee trusts in the sub-lines related to surety policies and without relation to surety policies.

ARTICLE THIRD.- The subsidiary 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 corporate name will be Chubb Fianzas Monterrey, Surety Insurance, followed by the words "Sociedad Anónima" or its abbreviation "S.A.".

II.- Chubb Fianzas Monterrey, Surety Insurance, S.A., must have the minimum paid-in capital that is determined for the year in question, for each operation or line, and line or sub-line that is authorized to it, 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 corporate domicile of the subsidiary insurance institution is Mexico City.

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

SECOND.- This authorization, as established by articles 11 and 12 of the Law of Insurance and Surety Institutions, is subject to the aforementioned institution obtaining the favorable opinion that, if applicable, this Commission issues in accordance with article 47 of the Law of Insurance and Surety Institutions.

In the event that the aforementioned favorable opinion is not obtained, this authorization will not take effect.

THIRD.- This authorization must be published at the expense of the interested parties in the Official Gazette of the Federation and in two widely circulated newspapers of the corporate domicile of the subsidiary insurer, within the one hundred twenty days following the date of its notification to Chubb Fianzas Monterrey, Surety Insurance, S.A., in accordance with article 11, last paragraph, in relation to article 75, both of the Law of Insurance and Surety Institutions.

These Resolutions are adopted based on the information provided by the promoter contained in the submitted written submissions and are limited exclusively to the granting of authorization for the organization and operation of a subsidiary insurance institution in the terms stated above, which will be named Chubb Fianzas Monterrey, Surety Insurance, S.A., derived from the new regime of organization and operation of ACE Fianzas Monterrey, S.A., which in accordance with the applicable provisions falls to be resolved by the Board of Directors of this Commission, and does not prejudge any act that said society carries out that implies the prior authorization or approval of other financial, administrative, tax or any other authorities, in accordance with current regulations, nor does it validate the legality or validity of the same in case said authorizations or approvals are not obtained.

The foregoing, based on articles 11, 12, 25, fraction III, subsection g), and last paragraph, 26, last paragraph, 36, 41, fractions II to V, 42, 47, 74, 75, 369, fraction II, and 370, fourth paragraph, of the Law of Insurance and Surety Institutions; in Provisions 2.1.1. to 2.1.3., in Chapters 39.1. and 39.6. and Annex 2.1.3-g. of the current Single Insurance and Surety Circular; as well as in articles 6 and 9 of the Internal Regulations of the National Insurance and Surety Commission.

Respectfully,

Effective Suffrage. No Re-election.

Mexico City, March 03, 2017. - The President of the National Insurance and Surety Commission, Norma Alicia Rosas Rodríguez. - Rubric.

(R.- 450840)

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