Modification of Authorization Granted to El Águila, Compañía de Seguros, S.A. de C.V. as a Subsidiary of Great American Insurance Company

DOF: 17/04/2017

OFFICE LETTER modifying the authorization granted to El Águila, Compañía de Seguros, S.A. de C.V.

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- Ministry of Finance and Public Credit.- National Commission of Insurance and Sureties.- Presidency.- Legal Vice Presidency.- General Legal Direction.- Consultative and Intermediaries Direction.- Consultative Direction.- Sub-Consultative Direction.

File: C00.411.13.2.1-S0081 " 15 ".- Office No. 06-C00-41100/06633.

SUBJECT:

The authorization granted to

El Águila, Compañía de Seguros, S.A. de C.V. is modified.

EL ÁGUILA, COMPAÑÍA DE SEGUROS, S.A. DE C.V. Paseo de los Tamarindos No. 60, Floor 3 Col. Bosques de las Lomas Cuajimalpa 05120, Mexico City

Attention: Lic. Juan P. Riveroll Sánchez Legal Representative

The Federal Government through the National Commission of Insurance and Sureties, and prior Agreement of its Board of Directors, based on articles 11, 66, 74, 75, 369, section II and 370, last paragraph, of the Law of Insurance and Surety Institutions, as well as articles 6 and 9 of the Internal Regulations of the National Commission of Insurance and Sureties, issues these resolutions in attention to the following

Background and Considerations:

BACKGROUND

El Águila, Compañía de Seguros, S.A. de C.V., was authorized by the Ministry of Finance and Public Credit to function and operate as a property insurance institution in the automobile line of business, through Office 102-E-366-DGSV-I-B-a-317 of January 18, 1995, published in the Official Gazette of the Federation on March 14, 1995. This authorization was last modified by Office 366-106/10 of June 23, 2010.

The modification to said authorization was submitted to the consideration of the Board of Directors of the National Commission of Insurance and Sureties in its session 187 of April 26, 2016 and taking into consideration the favorable opinion issued by the Authorizations Committee of the same Commission, agreed to modify the authorization of El Águila, Compañía de Seguros, S.A. de C.V., under which it operates as an insurance institution, in order that it practices the lines of: civil liability and professional risks, marine and transport, fire, catastrophic risks and miscellaneous, in addition to the automobile line which it already had authorized in the property operation. This is due to the letter of October 20, 2015, by which El Águila, Compañía de Seguros, S.A. de C.V., through its legal representative, Mr. Juan P. Riveroll Sánchez, requested the approval of this Commission to carry out the comprehensive reform of the corporate bylaws of said institution, in order to update its content in accordance with the Law of Insurance and Surety Institutions and by virtue of the expansion of its corporate purpose, in order to practice in the property operation the lines of civil liability and professional risks, marine and transport, fire, catastrophic risks and miscellaneous.

Within the comprehensive reform of corporate bylaws, the elimination of the words " Federal District " from its social domicile stands out, in accordance with the " Decree declaring reformed and repealed various provisions of the Political Constitution of the United Mexican States, in matters of the political reform of Mexico City ", published in the Official Gazette of the Federation on January 29, 2016.

Through Offices 06-C00-41100/11563 of April 27, 2016, 06-C00-41100/20550 of July 7, 2016 and 06-C00-41100/01847 of January 30, 2017, this Commission approved the comprehensive modification made by that institution to its corporate bylaws, in accordance with what is provided in article 66 of the Law of Insurance and Surety Institutions, contained in public deed No. 81,064 of May 25, 2016, granted before the notary of Lic. Roberto Teutli Otero, holder of Public Notary No. 161 with practice in Mexico City, acting as a substitute and in the protocol of Public Notary No. 147 of the same City, which is held by Lic. Javier Gutiérrez Silva, in which the protocolization of the Act of Extraordinary General Meeting of Shareholders of El Águila, Compañía de Seguros, S.A. de C.V., held on May 6, 2016, is recorded, through which it was agreed, among others, the expansion of corporate purpose and the comprehensive reform of corporate bylaws of said institution under commercial folio 194564* of August 10, 2016.

The modification indicated was submitted to the consideration of the Board of Directors of the National Commission of Insurance and Sureties in its session 187 of April 26, 2016 and taking into consideration the favorable opinion issued by the Committee of the same Commission, agreed as follows:

" SOLE.- Modify the authorization of El Águila, Compañía de Seguros, S.A. de C.V., under which it operates as an insurance institution, in order that it practices the lines of: civil liability and professional risks, marine and transport, fire, catastrophic risks and miscellaneous, in addition to the automobile line which it currently has authorized in the property operation. "

Now well, due to the comprehensive statutory reform referred to in Background 2 of this Office, the elimination of the reference to " Federal District " in the social domicile of the institution in question by " Mexico City ", was submitted to the consideration of the Board of Directors of the National Commission of Insurance and Sureties in its session 193 of February 21, 2017, which, taking into consideration the favorable opinion issued by the Authorizations Committee of the same Commission, agreed as follows:

" FIRST.- MODIFY the authorization of El Águila, Compañía de Seguros, S.A. de C.V. , to substitute in its social domicile the reference to " Federal District " with " Mexico City ", derived from the modification in the corporate bylaws of the social domicile of said insurance institution and

" SECOND.- MODIFY the authorization of El Águila, Compañía de Seguros, S.A. de C.V. , to eliminate the reference to the capital amount 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 and line of business it has authorized, which must be expressed in Investment Units and paid 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 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 Office 06-C00-41100/01847 of January 30, 2017, the terms of the authorization granted to that insurance institution must be modified.

In view of the above, the following are issued:

RESOLUTIONS

FIRST.- The Preamble and Articles First, Second and Third, first paragraph, and bases II, subsection a), and III, of the authorization granted to El Águila Compañía de Seguros, S.A. de C.V., subsidiary of Great American Insurance Company, of Ohio, United States of America, are modified in the following terms:

AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, THROUGH THE NATIONAL COMMISSION OF INSURANCE AND SURETIES, TO EL ÁGUILA COMPAÑÍA DE SEGUROS, S.A. DE C.V., TO ORGANIZE AND FUNCTION AS AN INSURANCE INSTITUTION SUBSIDIARY OF GREAT AMERICAN INSURANCE COMPANY, OF OHIO, UNITED STATES OF AMERICA, UNDER THE FOLLOWING TERMS :

ARTICLE FIRST.- In exercise of the power conferred on the Federal Government by articles 5 ° and 33-C of the repealed General Law of Insurance and Mutual Insurance Companies, to the Ministry of Finance and Public Credit, and which from April 4, 2015, confer on it articles 11 and 75 of the Law of Insurance and Surety Institutions, to the National Commission of Insurance and Sureties, El Águila, Compañía de Seguros, S.A. de C.V., is authorized to organize and function as an insurance institution subsidiary of Great American Insurance Company, of Ohio, United States of America.

ARTICLE SECOND.- The subsidiary insurance institution is authorized to carry out in the Mexican Republic property insurance operations in the lines of automobiles, civil liability and professional risks, marine and transport, fire, catastrophic risks and miscellaneous.

ARTICLE THIRD.- The subsidiary insurance institution shall 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 Companies, and to the other laws applicable to it and, in particular, to the following bases:

...

II.- ...

a).- 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, expressed in Investment Units and which must be paid in national currency, as ordered by article 49, first paragraph, of the Law of Insurance and Surety Institutions.

...

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

...

SECOND.- The authorization granted to El Águila Compañía de Seguros, S.A. de C.V., 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, THROUGH THE NATIONAL COMMISSION OF INSURANCE AND SURETIES, TO EL ÁGUILA COMPAÑÍA DE SEGUROS, S.A. DE C.V., TO ORGANIZE AND FUNCTION AS AN INSURANCE INSTITUTION SUBSIDIARY OF GREAT AMERICAN INSURANCE COMPANY, OF OHIO, UNITED STATES OF AMERICA, UNDER THE FOLLOWING TERMS :

ARTICLE FIRST.- In exercise of the power conferred on the Federal Government by articles 5 ° and 33- C of the repealed General Law of Insurance and Mutual Insurance Companies, to the Ministry of Finance and Public Credit, and which from April 4, 2015, confer on it articles 11 and 75 of the Law of Insurance and Surety Institutions, to the National Commission of Insurance and Sureties, El Águila, Compañía de Seguros, S.A. de C.V., is authorized to organize and function as an insurance institution subsidiary of Great American Insurance Company, of Ohio, United States of America.

ARTICLE SECOND.- The subsidiary insurance institution is authorized to carry out in the Mexican Republic property insurance operations in the lines of automobiles, civil liability and professional risks, marine and transport, fire, catastrophic risks and miscellaneous.

ARTICLE THIRD.- The subsidiary insurance institution shall 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 Companies, and to the other laws applicable to it and, in particular, to the following bases:

I.- The denomination shall be El Águila, Compañía de Seguros, Sociedad Anónima de Capital Variable.

II.- The social capital shall be variable according to the following:

a).- 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, expressed in Investment Units and which must be paid in national currency, as ordered by article 49, first paragraph, of the Law of Insurance and Surety Institutions.

b).- The amount of variable capital with withdrawal right in no case may be higher than that of the paid capital without withdrawal right.

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

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

THIRD.- 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 twenty days following the date of its notification to El Águila, Compañía de Seguros, S.A. de C.V., in terms of what is provided in article 11, in relation to articles 74 and 75, all 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 letters sent and are limited exclusively to the modification of the authorization granted to that insurance institution under the terms described which, in accordance with the applicable provisions, fall within the competence of this Commission to resolve, and do not prejudge any act that said company carries out and which implies the prior authorization or approval of other financial, administrative, tax or of any other nature authorities, in terms of current regulations, nor do they validate the legality or validity of the same in case said authorizations or approvals are not obtained.

You are hereby informed of the above, based on articles 11, 66, 74, 75, 369, section II and 370, last paragraph, of the Law of Insurance and Surety Institutions, as well as articles 6 and 9 of the Internal Regulations of the National Commission of Insurance and Sureties.

Respectfully,

Effective Suffrage. No Re-election.

Mexico City, February 24, 2017.- The President of the National Commission of Insurance and Sureties, Norma Alicia Rosas Rodríguez.- Rubric.

(R.- 447943 )

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