Authorization for the organization and operation of Berkley International Seguros Mexico, S.A. de C.V.

DOF: 08/02/2017

OFFICE 06-C00-41100/00614 through which the organization and operation of the subsidiary insurance institution named Berkley International Seguros Mexico, S.A. de C.V. is authorized.

A seal with the National Coat of Arms, which reads: United Mexican States.- Ministry of Finance and Public Credit.- National Commission of Insurance and Bonding.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-directorate for Advisory.-

File: C00.411.13.1.7/7"16" .- Office No. 06-C00-41100/00614.

SUBJECT:

Authorization is granted for the organization and operation of the subsidiary insurance institution that is named Berkley International Seguros Mexico, S.A. de C.V.

W.R. BERKLEY MEXICO, S.A. DE C.V. W.R. BERKLEY SPAIN, S.L.U. BERKLEY INSURANCE COMPANY

Common address: Vienna 71, Floor 1 Col. Del Carmen Coyoacán 04100, Mexico City

At: Lic. Aldo José Ocampo Castañares and Diana Karina Ángeles Ayala Legal Representatives

The Federal Government through the National Commission of Insurance and Bonding, and after agreement of its Board of Directors, based on articles 90 of the Political Constitution of the United Mexican States; 17 and 31, section VIII, of the Organic Law of the Federal Public Administration; 2nd, subsection D, section 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, 74 to 78, 369, section II, and 370, last paragraph, of the Law of Insurance and Bonding Institutions; in the First and Fourth of the "Rules for the establishment of subsidiaries of foreign financial institutions", published in the same Official Gazette on December 31, 2014; as well as in articles 6th and 9th of the Internal Regulations of the National Commission of Insurance and Bonding, in relation to the North American Free Trade Agreement, issues the resolutions indicated below, in attention to the following Background and Considerations:

BACKGROUND

I.

Through a document presented before this Commission on May 11, 2016, Lic. Aldo José Ocampo Castañares, in his capacity as representative of W.R. Berkley Mexico, S.A. de C.V., W.R. Berkley Spain, S.L.U. and Berkley Insurance Company, requested authorization from this Commission for the constitution of an insurance institution to be named Berkley International Seguros Mexico, S.A. de C.V., a subsidiary of Berkley Insurance Company, which, if authorized, would carry out damage operations, in the branches of civil liability and professional risks, maritime and transport, agricultural and animals, fire, automobiles, diverse and catastrophic risks, as well as the practice of reinsurance and suretyship.

II.

Through documents received by this Commission on June 22, and August 2 and 10, and September 14 and 29 of 2016, the Lawyers Aldo José Ocampo Castañares and Diana Karina Ángeles Ayala, in their capacity as legal representatives of the aforementioned petitioners, alternatively, sent documentation and complementary information regarding the aforementioned request.

III.

In that context, the aforementioned request was submitted to the consideration of the Board of Directors of this Commission, in its session 190 of October 25, 2016, after a favorable opinion from the Committee of Authorizations, which agreed as follows:

"UNIQUE.- GRANT authorization to Berkley Insurance Company, in the capacity of Foreign Financial Institution, so that through the Related Entity W.R. Berkley Mexico, S.A. de C.V. and the shareholder W.R. Berkley Spain, S.L.U., carry out the organization and operation of a subsidiary insurance institution, to be named Berkley International Seguros Mexico, S.A. de C.V., whose purpose will be the practice of damage operations, in the branches of civil liability and professional risks, maritime and transport, fire, agricultural and animals, automobiles, catastrophic risks and diverse; as well as the practice of reinsurance and suretyship.

"The foregoing, under the understanding that such authorization will be subject to the institution that is constituted obtaining the favorable opinion that, if applicable, is issued by this Commission in accordance with article 47 of the Law of Insurance and Bonding Institutions, which must be requested within a period of one hundred and eighty days counted from the approval of the public instrument in which the constitution of such society is recorded.

"In the event that the favorable opinion referred to is not obtained, this present authorization will become void.

"...".

IV.

Through Office 06-C00-41100/31518 of October 27, 2016, this Commission, among other Resolutions, notified the petitioning societies that the Board of Directors of this Commission, in its session 190 of October 25, 2016, taking into consideration the favorable opinion issued by the Committee of Authorizations of the same Commission, in its session held on the 11th of the same month and year, agreed to grant the authorization requested by the aforementioned societies and gave a favorable opinion regarding the draft bylaws of the commercial society that would be constituted by Berkley Insurance Company, in the capacity of Foreign Financial Institution, through the Related Entity W.R. Berkley Mexico, S.A. de C.V. and the shareholder W.R. Berkley Spain, S.L.U., which would be named Berkley International Seguros Mexico, S.A. de C.V.

V.

Through the document of December 16, 2016, Lic. Diana Karina Ángeles Ayala, in her capacity as representative of W.R. Berkley Mexico, S.A. de C.V., W.R. Berkley Spain, S.L.U. and Berkley Insurance Company, sent the first notarial testimony and three copies by notarial comparison of the public instrument 49,298 of November 25, 2016, granted before the authority of Lic. José Luis Villavicencio Castañeda, holder of Public Notary 218 of this Mexico City, in which it is recorded that W.R. Berkley Mexico, S.A. de C.V. and W.R. Berkley Spain, S.L.U., carried out the constitution of Berkley International Seguros Mexico, S.A. de C.V., a subsidiary of the Foreign Financial Institution Berkley Insurance Company, as well as the bylaws that will govern said society.

VI.

Through Office 06-C00-41100/00612 of January 13, 2017, this Commission approved the corporate bylaws contained in the aforementioned public deed 49,298 of November 25, 2016, granted before the authority of Lic. José Luis Villavicencio Castañeda, holder of Public Notary 218 of this Mexico City, where the constitution of Berkley International Seguros Mexico, S.A. de C.V. is recorded.

CONSIDERING

FIRST.- That once the documentation and information sent by W.R. Berkley Mexico, S.A. de C.V., W.R. Berkley Spain, S.L.U. and Berkley Insurance Company, through the document of May 11 of 2016 and its extensions identified in Background II of this Office, it was determined that the requirements established in articles 25, section III, subsections a), b), c), d), e), j), and k), and second paragraph, 41, sections I to VI and VIII, 47, 74 to 78, 369, section II, and 370, last paragraph, of the Law of Insurance and Bonding Institutions; article 30-E, sections III and IV, of the Federal Law of Fees; Chapter 2.1, Annex 2.1.3-a, Chapters 39.1. and 39.6. of the Unified Circular of Insurance and Bonding, published in the Official Gazette of the Federation on December 19, 2014; and the First and Fourth of the Rules for the establishment of subsidiaries of foreign financial institutions, published in the same Official Gazette on December 31, 2014; applicable regulations for the constitution of a subsidiary insurance institution that will carry out the operation of damage, in the branches of civil liability and professional risks, maritime and transport, agricultural and of animals, fire, automobiles, diverse and catastrophic risks, as well as the practice of reinsurance and suretyship.

SECOND.- That in accordance with the First and Fourth of the Rules for the establishment of subsidiaries of foreign financial institutions, Berkley Insurance Company, intervenes in the constitution of the institution of insurance in question, having accredited that it is a Foreign Financial Institution of Delaware, constituted in the United States of America, that is authorized to carry out the same type of operations as the subsidiary in question and W.R. Berkley Mexico, S.A. de C.V., intervenes with the character of Related Entity of the aforementioned Foreign Financial Institution.

THIRD.- That in accordance with what is provided in articles 75 and 369, section II, the Law of Insurance and Bonding Institutions, the authorizations to organize and operate as a subsidiary must be granted by this Commission, after agreement of its Board of Directors, which is why it is taken into account that the Board of Directors of this Decentralized Body, in its session 190 of October 25, 2016, agreed to grant the authorization requested by the petitioning societies; likewise, it is to be considered that corresponds to the holder of the Presidency of this Commission to comply with the agreements of the aforementioned Body of Government, in terms of 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 Bonding Institutions this National Commission of Insurance and Bonding, through Office 06-C00-41100/31518 of October 27 of 2016, notified the petitioning societies 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 draft bylaws sent.

FIFTH.- That this Commission through Office 06-C00-411/00612 of January 13, 2017, in accordance with what is established in articles 11 and 66 of the Law of Insurance and Bonding Institutions, approved the social bylaws contained in the public deed 49,298 of November 25, 2016, granted before the authority of Lic. José Luis Villavicencio Castañeda, holder of Public Notary 218 of this Mexico City, where the constitution of Berkley International Seguros Mexico, S.A. de C.V. is recorded, from which it is derived that said society has as its corporate object, among others, to operate as a subsidiary insurance institution that will practice the damage operation, in the branches of civil liability and professional risks, maritime and transport, fire, agricultural and animals, automobiles, catastrophic risks and diverse, as well as the practice of reinsurance and suretyship; with social domicile in Mexico City; a minimum fixed paid capital without right to withdrawal of $90 ' 428,000.00 M.N., being its shareholders W.R. Berkley Mexico, S.A. de C.V. and W.R. Berkley Spain, S.L.U., who participate respectively, with 99.99% and 0.01% of said social capital.

SIXTH.- That in terms of what is stated in articles 11, third paragraph, 12 and 47 of the Law of Insurance and Bonding Institutions, the start of operations as an insurance institution will be subject to the obtaining of the favorable opinion issued by this Commission, which must be requested within a period of one hundred and eighty days counted from the approval of the bylaws of Berkley International Seguros Mexico, S.A. de C.V.

In view of the foregoing, the following are issued:

RESOLUTIONS

FIRST.- The Federal Government through the National Commission of Insurance and Bonding and after agreement of its Board of Directors, based on articles 90 of the Political Constitution of the United States Mexicans; 17 and 31, section VIII, of the Organic Law of the Federal Public Administration; 2nd, subsection D, section 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, 74 to 78, 369, section II, and 370, last paragraph, of the Law of Insurance and Bonding Institutions, in the First and Fourth of the Rules for the establishment of subsidiaries of foreign financial institutions, published in the same Official Gazette on December 31, 2014; as well as in articles 6th and 9th of the Internal Regulations of the National Commission of Insurance and Bonding, in relation to the North American Free Trade Agreement, grants authorization to Berkley Insurance Company, in the capacity of Foreign Financial Institution, so that through the Related Entity W.R. Berkley Mexico, S.A. de C.V. and the shareholder W.R. Berkley Spain, S.L.U., carry out the organization and operation of the subsidiary insurance institution Berkley International Seguros Mexico, S.A. de C.V., under the following terms:

AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO BERKLEY INTERNATIONAL SEGUROS MEXICO, S.A. DE C.V., TO ORGANIZE AND OPERATE AS SUBSIDIARY INSURANCE INSTITUTION OF BERKLEY INSURANCE COMPANY, OF DELAWARE, UNITED STATES OF AMERICA, THROUGH THE RELATED ENTITY W.R. BERKLEY MEXICO, S.A. DE C.V., UNDER THE TERMS FOLLOWING:

ARTICLE FIRST.- In exercise of the faculty granted to the Federal Government by article 75 of the Law of Insurance and Bonding Institutions, the National Commission of Insurance and Bonding, authorizes Berkley International Seguros Mexico, S.A. de C.V., to organize and operate as a subsidiary insurance institution of Berkley Insurance Company, of Delaware, United States of America, through the Related Entity W.R. Berkley Mexico, S.A. de C.V.

ARTICLE SECOND.- The subsidiary insurance institution is authorized to practice in the Mexican Republic the damage operation, in the branches of civil liability and professional risks, maritime and transport, fire, agricultural and animals, automobiles, catastrophic risks and diverse; as well as the practice of reinsurance and suretyship, regarding the operation and branches included in this authorization.

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

I.- The name will be Berkley International Seguros Mexico, followed by the words Variable Capital Anonymous Society or its abbreviations, S.A. de C.V.

II.- Berkley International Seguros Mexico, S.A. de C.V., must have the minimum capital paid that is determined for the year in question, for each operation or branch, 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 Bonding Institutions.

III.- The social domicile of the subsidiary insurance institution is Mexico City.

ARTICLE FOURTH.- By its very nature this authorization is non-transferable, in terms of what is provided in article 75 of the Law of Insurance and Bonding Institutions.

ARTICLE FIFTH.- The insurance institution will be subject to inspection and supervision by the National Commission of Insurance and Bonding in accordance with article 382 of the Law of Insurance and Bonding Institutions.

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

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

TRANSITORY

UNIQUE.- These resolutions must be published in the Official Gazette of the Federation and in two newspapers of wide circulation from the social domicile of the institution, within the one hundred and twenty days following the date of their notification to Berkley International Seguros Mexico, S.A. de C.V., in terms of what is provided in articles 11, in relation to 75, both of the Law of Insurance and Bonding Institutions, at cost of the interested parties.

These resolutions are issued based on the information provided by the petitioners contained in the documents sent and are limited exclusively to the authorization for Berkley Insurance Company, in the capacity of Foreign Financial Institution, through the Related Entity W.R. Berkley Mexico, S.A. de C.V. and the shareholder W.R. Berkley Spain, S.L.U., to carry out the organization and operation of a subsidiary insurance institution, to be named Berkley International Seguros Mexico, S.A. de C.V., which in accordance with the applicable provisions falls within the competence of this Commission to resolve, and does not prejudge any act that said societies carry out and which implies prior authorization or approval of other financial, administrative, tax or any other nature authorities, in terms of the current regulation, nor validates the legality or validity of the same in the event that said authorizations or approvals are not obtained.

Respectfully,

Effective Suffrage. No Re-election.

Mexico City, January 13, 2017. - The President of the National Commission of Insurance and Bonding, Norma Alicia Rosas Rodríguez.- Rubric.

(R.- 44443 8)

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