Office Order Modifying the Authorization Granted to Chubb Seguros Mexico, S.A.

DOF: 22/01/2018

OFFICE ORDER by which the authorization granted to Chubb Seguros Mexico, S.A. is modified.

At one side, 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 Directorate of Legal Advisory and Intermediaries.- Advisory Directorate.- Sub-directorate of Advisory Services.- File: C00.411.13.7.1-S0039 " 17 ".- Office No. 06-C00-41100/60279.

SUBJECT:

The authorization granted to

Chubb Seguros Mexico, S.A. is modified.

CHUBB INSURANCE MEXICO, S.A.

(Formerly Ace Seguros, S.A.)

Paseo de los Tamarindos No. 150, Ground Floor

Col. Bosques de las Lomas

Cuajimalpa

05120, Mexico City

Attention:

Lic. Juan Pablo Téllez González

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, 75, 369, section II, 370, last paragraph, and 372, section XLI, 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

I.

ACE Seguros, S.A., was authorized by the Ministry of Finance and Public Credit to function and operate as an insurance institution, through Office 102-E-366-DGSV-I-B-a-4868 of November 14, 1990. The aforementioned authorization was last modified by said Dependence through Office 366-III-0066/14 of January 21, 2014, highlighting that this subsidiary institution is authorized to carry out life, accident, and health insurance operations, in the lines of personal accidents and medical expenses, damages, in the lines of civil liability and professional risks, maritime and transports, fire, agricultural and animals, automobiles, credit in reinsurance, various, as well as earthquake and other catastrophic risks.

II.

Through a writing dated September 2, 2016, Lic. Juan Pablo Téllez González and Carlos Ramos Miranda, in their capacity as attorneys-in-fact, the former for Ace Seguros, S.A., and the latter for Chubb Seguros Mexico Holdings, Inc., Ally Insurance Holdings, LLC., and Federal Insurance Company, requested authorization from this Decentralized Body, among other acts, to carry out the corporate restructuring of Ace Seguros, S.A., consisting in that the shareholding of Chubb INA International Holdings, LTD., (Formerly Ace INA International Holdings, LTD.), be transferred by contribution in kind so that upon completion of the requested movements it would be incorporated into Ally Insurance Holdings, LLC., as a Related Entity of the Foreign Financial Institution, Federal Insurance Company.

III.

Through the writing of May 2, 2017, Lic. Juan Pablo Téllez González, in his capacity as legal representative of ACE Seguros, S.A., ABA Seguros, S.A. de C.V., and Chubb de Mexico, Compañía de Seguros, S.A. de C.V., requested authorization from this Decentralized Body to carry out the merger of the institutions Chubb de Mexico, Compañía de Seguros, S.A. de C.V., and ABA Seguros, S.A. de C.V., as merged into ACE Seguros, S.A., with the latter surviving as the merging entity, as well as the consequent comprehensive reform of the social statutes of the merging entity and the change of its social denomination to "Chubb Seguros Mexico, S.A.".

IV.

By Office 06-C00-41100/42846 of July 25, 2017, and prior authorization granted by the Board of Directors of this Commission, in its Session 195 of July 20, 2017, this Commission notified Ace Seguros, S.A., Chubb Seguros Mexico Holdings, Inc., Ally Insurance Holdings, LLC., and Federal Insurance Company, the authorization of restructuring referred to in Background II; likewise, it was indicated in said Office that once the aforementioned restructuring was concretized, the authorization of Ace Seguros, S.A. would be modified, in order to record that it is a subsidiary of Federal Insurance Company, of Indianapolis, Indiana, United States of America, through the Related Entity Ally Insurance Holdings, LLC.

V.

Through Office 06-C00-41100/57710 of October 10, 2017, this Decentralized Body approved the comprehensive reform of the social statutes of ACE Seguros, S.A., contained in public deed number 35,945 of September 8, 2017, granted before the faith of Lic. Luis Eduardo Paredes Sánchez, holder of Public Notary No. 180 of this City, where protocolized, among others, the Unanimous Shareholders' Resolutions of said institution, held on September 8, 2017, this pursuant to the request referred to in Background III of this Office.

VI.

It was submitted to the consideration of the Board of Directors of this National Commission of Insurance and Sureties in its Session 197 of October 24, 2017, the modification to the bases of the authorization of ACE Seguros, S.A., to operate as an insurance institution, which agreed, prior favorable opinion of the Authorizations Committee of the same Commission, the following:

"SOLE.- MODIFY the authorization granted to ACE Seguros, S.A., in order to reflect the modifications made to its social statutes described below:

a) Substitute its social denomination for that of "Chubb Seguros Mexico, S.A."

b) Substitute in its corporate object the reference to the insurance line identified as "earthquake and other catastrophic risks" by "catastrophic risks".

c) Eliminate the reference to the capital amount of said insurer, substituting it with a wording that establishes that the institution must have the minimum paid-in capital that is determined for the year in question, for each operation and line that it has authorized, which shall be expressed in Investment Units and covered in national currency, in terms of article 49, first paragraph, of the Law of Insurance and Surety Institutions."

VII.

In follow-up to what was indicated in Background IV of this Office, through Office 06-C00-41100/ 60135 of October 24, 2017, it was noted that the Related Entity Ally Insurance Holdings, LLC., is the current owner of 99.9999998% of the social capital of Ace Seguros, S.A., and the modification of Clause First of the social statutes of that institution was approved in order to record that it is a subsidiary of Federal Insurance Company, of Indianapolis, Indiana, United States of America, through the Related Entity Ally Insurance Holdings, LLC., of Delaware, United States of America, as evidenced in public deed number 35,934 of September 6, 2017, granted before the faith of Lic. Luis Eduardo Paredes Sánchez, holder of Public Notary number 180 of Mexico City.

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 authorizations to organize, operate, and function as an insurance institution.

SECOND.- That in terms of what is stated in Backgrounds IV, VI, and VII of this Office, the Board of Directors of this Commission in its Sessions 195 of July 20, 2017, and 197 of October 24 of the same year, agreed to modify the bases of the authorization granted to that insurance institution.

In view of the above, the following are issued:

RESOLUTIONS

FIRST.- The proem and articles first, second, and third, sections I, II, and III, of the authorization granted to Chubb Seguros Mexico, S.A. (formerly Ace Seguros, S.A.), subsidiary of Federal Insurance Company, of Indianapolis, Indiana, United States of America, through the Related Entity Ally Insurance Holdings, LLC., to organize and function as an insurance institution, are modified, to remain in the following terms:

"AUTHORIZATION GRANTED BY THE NATIONAL COMMISSION OF INSURANCE AND SURETIES ON BEHALF OF THE FEDERAL GOVERNMENT TO CHUBB INSURANCE MEXICO, S.A., FOR IT TO CONTINUE OPERATING AS AN INSURANCE INSTITUTION SUBSIDIARY OF FEDERAL INSURANCE COMPANY, OF INDIANAPOLIS, INDIANA, UNITED STATES OF AMERICA, THROUGH THE RELATED ENTITY ALLY INSURANCE HOLDINGS, LLC., OF DELAWARE, UNITED STATES OF AMERICA, UNDER THE FOLLOWING TERMS:

ARTICLE FIRST.- In exercise of the faculty conferred to the Federal Government by articles 5th, 33-A, 33-B, and 33-C of the repealed General Law of Insurance Institutions and Mutual Societies, to the Ministry of Finance and Public Credit, and which since April 4, 2015, confers article 75 of the Law of Insurance and Surety Institutions, to the National Commission of Insurance and Sureties, Chubb Seguros Mexico, S.A. is authorized to function as an insurance institution subsidiary of Federal Insurance Company, of Indianapolis, Indiana, United States of America, through the Related Entity Ally Insurance Holdings, LLC., of Delaware, United States of America.

ARTICLE SECOND.- The subsidiary insurance institution is authorized to practice in the Mexican Republic life insurance operations; accidents and diseases, in the lines of personal accidents and medical expenses; damages, in the lines of civil liability and professional risks, maritime and transports, fire, agricultural and animals, automobiles, credit in reinsurance, various, as well as catastrophic risks.

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 denomination will be Chubb Seguros Mexico, followed by the words Sociedad Anónima or its abbreviation, S.A.

II.- The institution must have the minimum paid-in capital that is determined for the year in question, for each operation or line that it has authorized, which must be expressed in Investment Units and must be covered in national currency, in terms of article 49, first paragraph, of the Law of Insurance and Surety Institutions.

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

..."

SECOND.- The authorization granted to Chubb Seguros Mexico, S.A., to organize and function as an insurance institution, after the modification indicated in the previous Resolutive, remains entirely in the following terms:

"AUTHORIZATION GRANTED BY THE NATIONAL COMMISSION OF INSURANCE AND SURETIES ON BEHALF OF THE FEDERAL GOVERNMENT TO CHUBB INSURANCE MEXICO, S.A., FOR IT TO CONTINUE OPERATING AS AN INSURANCE INSTITUTION SUBSIDIARY OF FEDERAL INSURANCE COMPANY, OF INDIANAPOLIS, INDIANA, UNITED STATES OF AMERICA, THROUGH THE RELATED ENTITY ALLY INSURANCE HOLDINGS, LLC., OF DELAWARE, UNITED STATES OF AMERICA, UNDER THE FOLLOWING TERMS:

ARTICLE FIRST.- In exercise of the faculty conferred to the Federal Government by articles 5th, 33-A, 33-B, and 33-C of the repealed General Law of Insurance Institutions and Mutual Societies, to the Ministry of Finance and Public Credit, and which since April 4, 2015, confers article 75 of the Law of Insurance and Surety Institutions, to the National Commission of Insurance and Sureties, Chubb Seguros Mexico, S.A. is authorized to function as an insurance institution subsidiary of Federal Insurance Company, of Indianapolis, Indiana, United States of America, through the Related Entity Ally Insurance Holdings, LLC., of Delaware, United States of America.

ARTICLE SECOND.- The subsidiary insurance institution is authorized to practice in the Mexican Republic life insurance operations; accidents and diseases, in the lines of personal accidents and medical expenses; damages, in the lines of civil liability and professional risks, maritime and transports, fire, agricultural and animals, automobiles, credit in reinsurance, various, as well as catastrophic risks.

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 denomination will be Chubb Seguros Mexico, followed by the words Sociedad Anónima or its abbreviation, S.A.

II.- The institution must have the minimum paid-in capital that is determined for the year in question, for each operation or line that it has authorized, which must be expressed in Investment Units and must be covered in national currency, in terms of article 49, first paragraph, of the Law of Insurance and Surety Institutions.

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

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

THIRD.- These resolutions must be published in the Official Journal of the Federation and in two newspapers of wide circulation at the social domicile of the institution, within one hundred twenty days following the date of notification to Chubb Seguros Mexico, S.A., in terms of what is provided in articles 11, in relation to 75, both 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 Chubb Seguros Mexico, S.A., and are limited exclusively to the modification of the bases of the authorization of that institution in the terms indicated, which according to applicable provisions fall within the competence of this Commission to resolve, and does not prejudge the carrying out of any other act that the petitioner carries out, and implies prior authorization or approval of other financial, administrative, tax, or any other authorities, in terms of current regulations, nor validates the legality or validity thereof in case such authorization or approval is not obtained.

This is based on articles 11, 66, 75, 369, section II, 370, last paragraph, and 372, section XLI, 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, October 25, 2017. - The President of the National Commission of Insurance and Sureties, Norma Alicia Rosas Rodríguez.- Initialled.

(R.- 461379)

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