Authorization of the Merger of Chubb de Mexico, Compania Afianzadora, S.A. de C.V., as the Merged Entity, and ACE Fianzas Monterrey, S.A., as the Surviving Entity

DOF: 13/02/2018

OFFICE through which the merger of Chubb de Mexico, Compania Afianzadora, S.A. de C.V., as the merged entity, and ACE Fianzas Monterrey, S.A. (in the process of transformation to Chubb Fianzas Monterrey, Aseguradora de Caucion, S.A.), as the surviving merging entity, is authorized.

At the margin, a seal with the National Coat of Arms, which says: United Mexican States.- 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: C00.411.13.7.2-F0009"16".- Office No. 06-C00-41100/60226.

SUBJECT:

The merger of Chubb de Mexico, Compania Afianzadora, S.A. de C.V., as the merged entity, and ACE Fianzas Monterrey, S.A. (in the process of transformation to Chubb Fianzas Monterrey, Aseguradora de Caucion, S.A.), as the surviving merging entity, is authorized.

CHUBB DE MEXICO, COMPANIA AFIANZADORA, S.A. DE C.V.

ACE FIANZAS MONTERREY, S.A.

(In the process of transformation to Chubb Fianzas Monterrey, Aseguradora de Caucion, S.A.)

Common address:

Paseo de los Tamarindos 150, Ground Floor

Col. Bosques de las Lomas

Cuajimalpa

05120, Mexico City

Attn:

Lic. Juan Pablo Tellez Gonzalez

Legal Representative

This National Commission of Insurance and Sureties, pursuant to articles 67, 271, 369, fraction V, and 372, fraction XLI, of the Law of Insurance and Surety Institutions, in the Eighth Transitory Provision of the same Law; as well as in articles 6 and 9 of the Internal Regulations of the National Commission of Insurance and Sureties, issues the Resolutions indicated below, in consideration of the following Background and Considerations:

BACKGROUND

I.

Chubb de Mexico, Compania Afianzadora, S.A. de C.V., was authorized by the Ministry of Finance and Public Credit to organize and function as a surety institution, through Office 102-E- 366-DGSV-I-C-a-2640 of July 9, 1991. Its authorization was last modified by the aforementioned Department through Office 366-IV-A-7148 of November 3, 2000, published in the Official Gazette of the Federation on February 2, 2001. This subsidiary institution is authorized to conduct surety operations in the following lines: fidelity, in the sub-lines of individual and collective; judicial, in the sub-lines of criminal, non-criminal, and those covering drivers of motor vehicles; administrative, in the sub-lines of construction, supply, tax, lease, and other administrative sureties; credit, in the sub-lines of supply, sale and purchase, financial, and other credit sureties; and guarantee trusts, in the sub-lines related to surety policies and unrelated to surety policies.

II.

ACE Fianzas Monterrey, S.A. (in the process of transformation to Chubb Fianzas Monterrey, Aseguradora de Caucion, S.A.), was authorized by the Ministry of Finance and Public Credit to function and operate as a surety institution, through Office 102-E-366-DGSV-I-C-a-4282 of December 28, 1990; however, the aforementioned institution requested authorization from this Commission to organize and operate as a subsidiary insurance institution in the surety line, which also includes the practice of surety lines and sub-lines, in terms of article 42 of the Law of Insurance and Surety Institutions.

Therefore, this National Commission of Insurance and Sureties through Office 06-C00-41100/08389 of March 3, 2017, authorized said institution to organize and operate as an insurance institution in terms of article 42 of the Law of Insurance and Surety Institutions, an institution that is authorized to conduct the operation of damage insurance in the surety line, as well as to issue fidelity sureties, in the individual and collective sub-lines; judicial sureties, in the criminal judicial, non-criminal judicial, and judicial sub-lines covering drivers of motor vehicles; administrative sureties, in the construction, supply, tax, lease, and other administrative surety sub-lines; credit sureties, in the supply, sale and purchase, and other credit surety sub-lines; as well as guarantee trusts in the sub-lines related to surety policies and unrelated to surety policies.

III.

Through a writing dated November 30, 2016, Lics. Juan Pablo Tellez Gonzalez and Carlos Ramos Miranda, in their capacity as attorneys, the former on behalf of Chubb de Mexico, Compania Afianzadora, S.A. de C.V. and ACE Fianzas Monterrey, S.A. (in the process of transformation to Chubb Fianzas Monterrey, Aseguradora de Caucion, S.A.), and the latter on behalf of Chubb Fianzas Holdings, Inc., and FM Holdco, LLC., requested authorization from this Decentralized Body to carry out the merger of Chubb de Mexico, Compania Afianzadora, S.A. de C.V. and ACE Fianzas Monterrey, S.A. (in the process of transformation to Chubb Fianzas Monterrey, Aseguradora de Caucion, S.A.), with the latter subsisting.

IV.

Likewise, through writings dated February 7 and 27, April 11, July 17, and August 2 and 31, 2017, the aforementioned institutions sent various documentation and complementary information to the merit request; highlighting that through the last writing sent, public deed number 35,886 of August 29, 2017, granted before the notary of Lic. Luis Eduardo Paredes Sanchez, Public Notary Number 180 of Mexico City, was sent, where the protocolization of the Minutes of Unanimous Shareholders' Resolutions of Chubb de Mexico, Compania Afianzadora, S.A. de C.V. and ACE Fianzas Monterrey, S.A. (in the process of transformation to Chubb Fianzas Monterrey, Aseguradora de Caucion, S.A.), respectively, was recorded, in which they unanimously approved the merger of said institutions; as well as the merger agreement celebrated on August 1, 2017, between said companies, from which it is derived that as a result of the referred merger, ACE Fianzas Monterrey, S.A. (in the process of transformation to Chubb Fianzas Monterrey, Aseguradora de Caucion, S.A.), as the merging entity, will be the surviving one, disappearing Chubb de Mexico, Compania Afianzadora, S.A. de C.V., as the merged entity.

V.

Through Office 06-C00-41100/60194 of October 25, 2017, this Commission notified Chubb de Mexico, Compania Afianzadora, S.A. de C.V. and ACE Fianzas Monterrey, S.A. (in the process of transformation to Chubb Fianzas Monterrey, Aseguradora de Caucion, S.A.), that the Board of Directors of this Commission, in its Session 197 of October 24, 2017, taking into consideration the favorable opinion issued by the Authorizations Committee of the same Commission, agreed to grant the authorization requested by the referred institutions regarding the aforementioned merger; and indicated the timeframes applicable for compliance with the Resolutions of this Office.

CONSIDERATIONS

I.

That in accordance with the provisions of article 271 of the Law of Insurance and Surety Institutions, for the merger of two or more institutions, the compatibility of their operations and lines, as well as lines and sub-lines, must be observed, in accordance with the provisions of the aforementioned Law, requiring prior authorization from this Commission, with the agreement of its Board of Directors, prior to the opinion of the Federal Economic Competition Commission.

II.

That once the documentation and information sent was reviewed, it was determined that Chubb de Mexico, Compania Afianzadora, S.A. de C.V. and ACE Fianzas Monterrey, S.A. (in the process of transformation to Chubb Fianzas Monterrey, Aseguradora de Caucion, S.A.), met the requirements established in article 271 of the Law of Insurance and Surety Institutions, to carry out the requested merger.

III.

That the Board of Directors of this Commission in its Session 197 of October 24, 2017, agreed to grant the authorization requested to carry out the merger of the referred institutions.

In view of the above, this Commission issues the following:

RESOLUTIONS

FIRST.- The merger of the institutions Chubb de Mexico, Compania Afianzadora, S.A. de C.V., as the merged entity, and ACE Fianzas Monterrey, S.A. (in the process of transformation to Chubb Fianzas Monterrey, Aseguradora de Caucion, S.A.), as the merging entity, is authorized, from which the latter company will be the surviving one, this in accordance with what is established in article 271 of the Law of Insurance and Surety Institutions.

This is understood in that the merger in no way modifies the terms and conditions currently agreed upon in the corresponding surety contracts. In any case, for their modification, the manifestation of the will of the interested parties in this sense will be necessary.

SECOND.- Based on article 271, fraction IV, third paragraph, of the Law of Insurance and Surety Institutions, the referenced merger will take effect against third parties when this Authorization Office and the public instrument in which the merger agreements are recorded have been registered in the corresponding Public Commerce Registry; this is understood in that this Commission is not competent to rule on the effects of said merger between the parties nor in tax matters.

THIRD.- ACE Fianzas Monterrey, S.A. (in the process of transformation to Chubb Fianzas Monterrey, Aseguradora de Caucion, S.A.), must register in the corresponding Public Commerce Registry this merger authorization, as well as the unanimous resolutions of the participating societies in the merger and the respective merger agreement; and once said registration is carried out, the merger agreements adopted unanimously by the shareholders must be published, at its expense, in the Official Gazette of the Federation and in two widely circulated newspapers in the area where the referred societies have their address. This in accordance with what is established in fractions IV and V of article 271 of the Law of Insurance and Surety Institutions.

This authorization renders null and void the authorization granted by the Ministry of Finance and Public Credit to Chubb de Mexico, Compania Afianzadora, S.A. de C.V., to organize and operate as a surety institution, without it being necessary for the issuance of an express declaration by said Ministry nor by this Commission, this in accordance with what is established in article 271, fraction VI, of the Law of Insurance and Surety Institutions, in relation to the Eighth Transitory Provision of the same Law.

These resolutions are issued based on the information provided by the aforementioned institutions, contained in the writings cited in the Background, and are limited exclusively to the authorization for said institutions to merge in the terms indicated above, which in accordance with the applicable provisions, it is the responsibility of the Board of Directors of this Commission to resolve, and does not prejudge any act that said societies carry out that implies prior authorization or approval from 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 such authorizations or approvals are not obtained.

This, based on articles 67, 271, 369, fraction V, and 372, fraction XLI, of the Law of Insurance and Surety Institutions, in the Eighth Transitory Provision of the same Law, as well as in articles 6 and 9 of the Internal Regulations of the National Commission of Insurance and Sureties.

Respectfully,

Effective Suffrage. No Re-election.

Mexico City, October 25, 2017. - The President of the National Commission of Insurance and Sureties, Norma Alicia Rosas Rodriguez. - Rubric.

(R.- 462380)

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