Official Letter 06-C00-41100/00633 authorizing the organization and operation of Berkley International Fianzas Mexico, S.A. de C.V.

DOF: 08/02/2017

OFFICIAL LETTER 06-C00-41100/00633 through which the organization and operation of the subsidiary surety institution named Berkley International Fianzas Mexico, S.A. de C.V. is authorized.

A seal bearing the National Emblem is placed at the margin, which reads: United Mexican States.- Ministry of Finance and Public Credit.- National Commission of Insurance and Bonds.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-Advisory Directorate.

File: C00.411.13.1.7/6"16" .- Official Letter No. 06-C00-41100/00633.

SUBJECT:

Authorization is granted for the organization and operation of the subsidiary surety institution that is named Berkley International Fianzas 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 Del Carmen Neighborhood 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 Bonds, and after agreement by 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; 2nd, 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, 74 to 78, 369, fraction II, and 370, last paragraph, of the Law of Insurance and Surety 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 Bonds, in relation to the North American Free Trade Agreement, issues the resolutions indicated below, taking into account the following Background and Considerations:

BACKGROUND

I.

Through a document submitted to 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 for the constitution of a surety institution to be named Berkley International Fianzas Mexico, S.A. de C.V., a subsidiary of Berkley Insurance Company, whose intended purpose is the practice of sureties for value, in the branches of judicial sureties (criminal, non-criminal and judicial sureties covering drivers of motor vehicles), administrative sureties (construction, supply, tax, lease and other administrative sureties) and credit sureties (supply, sales and other credit sureties), as well as carrying out reinsurance operations regarding the branches and sub-branches included in the authorization to be granted and guarantee trusts, which may or may not be related to the surety policies issued.

II.

Through documents received by this Commission on June 14, August 2 and 10, and September 14, 2016, the aforementioned petitioners sent various complementary documentation and information to the aforementioned request.

III.

In this 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 Authorizations Committee, which agreed as follows:

"SINGLE.- GRANT authorization to Berkley Insurance Company, in its capacity as Foreign Financial Institution, so that through the Related Society 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 surety institution, to be named Berkley International Fianzas Mexico, S.A. de C.V., whose purpose will be the practice of sureties for value, in the branches of judicial sureties (criminal, non-criminal and judicial sureties covering drivers of motor vehicles), administrative sureties (construction, supply, tax, lease and other administrative sureties) and credit sureties (supply, sales and other credit sureties), as well as carrying out reinsurance operations regarding the branches and sub-branches included in the authorization and guarantee trusts, which may or may not be related to the surety policies issued.

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

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

IV.

Through Official Letter 06-C00-41100/31576 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 Authorizations Committee 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 issued a favorable opinion regarding the draft articles of incorporation of the commercial society that would be constituted by Berkley Insurance Company, in its capacity as Foreign Financial Institution, through the Related Society 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 Fianzas 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, submitted the first notarial testimony and three copies by notarial comparison of the public instrument 49,299 of November 25, 2016, granted before the authority of Lic. José Luis Villavicencio Castañeda, Public Notary 218 of this 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 Fianzas Mexico, S.A. de C.V., a subsidiary of the Foreign Financial Institution Berkley Insurance Company, as well as the articles of incorporation that will govern said institution.

VI.

Through Official Letter 06-C00-41100/00623 of January 13, 2017, this Commission approved the articles of incorporation contained in the aforementioned public instrument 49,299 of November 25, 2016, granted before the authority of Lic. José Luis Villavicencio Castañeda, Public Notary 218 of this City, where the constitution of Berkley International Fianzas Mexico, S.A. de C.V. is recorded.

CONSIDERATIONS

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, 2016 and its extensions identified in Background II of this Official Letter, has been reviewed, it was determined that the requirements established in articles 36, fractions II, subsections a), b) and c), III, subsections a), b), c), d) and e), IV, subsections a), b) and c), V, subsections a) and b), and third paragraph, 41, fractions I to VI and VIII, 47, 74 to 78, 369, fraction II, and 370, last paragraph, of the Law of Insurance and Surety Institutions; article 30-E, fractions III and IV, of the Federal Rights Law; Chapter 2.1, Annex 2.1.3-c, Chapters 39.1. and 39.6. of the Single Insurance and Surety Circular, 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", issued by the Ministry of Finance and Public Credit, published in the aforementioned Official Gazette on December 31, 2014; applicable regulations for the constitution of a subsidiary surety institution that will carry out the practice of sureties for value, in the branches of judicial sureties (criminal, non-criminal and judicial sureties covering drivers of motor vehicles), administrative sureties (construction, supply, tax, lease and other administrative sureties) and credit sureties (supply, sales and other credit sureties), as well as reinsurance operations regarding the branches and sub-branches included in its authorization and guarantee trusts, which may or may not be related to the surety policies issued.

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 aforementioned surety institution, 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 in the capacity of Related Society of the aforementioned Foreign Financial Institution.

THIRD.- That in accordance with what is provided in articles 75 and 369, fraction II, of the Law of Insurance and Surety Institutions, authorizations to organize and operate as a subsidiary must be granted by this Commission, after agreement by 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 it corresponds to the holder of the Presidency of this Commission to comply with the agreements of the aforementioned Governing Body, 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 Surety Institutions, this National Commission of Insurance and Bonds, through Official Letter 06-C00-41100/31576 of October 27, 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 articles of incorporation submitted.

FIFTH.- That this Commission through Official Letter 06-C00-411/00623 of January 13, 2017, in accordance with what is established in articles 11 and 66 of the Law of Insurance and Surety Institutions, approved the articles of incorporation contained in public instrument 49,299 of November 25, 2016, granted before the authority of Lic. José Luis Villavicencio Castañeda, Public Notary 218 of this City of Mexico, where the constitution of Berkley International Fianzas 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 surety institution of Berkley Insurance Company, which will carry out the practice of sureties for value, in the branches of judicial sureties (criminal, non-criminal and judicial sureties covering drivers of motor vehicles), administrative sureties (construction, supply, tax, lease and other administrative sureties) and credit sureties (supply, sales and other credit sureties), as well as reinsurance operations regarding the branches and sub-branches included in its authorization and guarantee trusts, which may or may not be related to the surety policies issued; with corporate domicile in Mexico City; a minimum fixed paid-in capital without right to withdrawal of $83,472,000.00 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 share capital.

SIXTH.- That in terms of what is stated in articles 11, third paragraph, 12 and 47 of the Law of Insurance and Surety Institutions, the start of operations as a surety 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 articles of incorporation of Berkley International Fianzas 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 Bonds and after agreement by 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; 2nd, 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, 74 to 78, 369, fraction II, and 370, last paragraph, of the Law of Insurance and Surety 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 Bonds, in relation to the North American Free Trade Agreement, grants authorization to Berkley Insurance Company, in its capacity as Foreign Financial Institution, so that through the Related Society 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 surety institution Berkley International Fianzas Mexico, S.A. de C.V., under the following terms:

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

ARTICLE FIRST.- In exercise of the power conferred to the Federal Government by article 75 of the Law of Insurance and Surety Institutions, the National Commission of Insurance and Bonds, authorizes Berkley International Fianzas Mexico, S.A. de C.V., to organize and operate as a subsidiary surety institution of Berkley Insurance Company, of Delaware, United States of America, through the Related Society W.R. Berkley Mexico, S.A. de C.V.

ARTICLE SECOND.- The subsidiary surety institution is authorized to carry out in the Mexican Republic the practice of sureties for value, in the branches of judicial sureties (criminal, non-criminal and judicial sureties covering drivers of motor vehicles), administrative sureties (construction, supply, tax, lease and other administrative sureties) and credit sureties (supply, sales and other credit sureties), as well as reinsurance operations regarding the branches and sub-branches included in this authorization and guarantee trusts, which may or may not be related to the surety policies issued.

ARTICLE THIRD.- The subsidiary surety 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, to the other laws applicable to it, and in particular to the following bases:

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

II.- Berkley International Fianzas Mexico, S.A. de C.V., must have the minimum paid-in capital determined for the year in question, for each branch or sub-branch 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 surety 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 Surety Institutions.

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

SECOND.- This authorization, in accordance with what is established in 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.

TRANSITIONAL

SINGLE.- These resolutions must be published in the Official Gazette of the Federation and in two widely circulated newspapers from the corporate domicile of the institution, within the one hundred twenty days following the date of notification to Berkley International Fianzas 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 Surety Institutions, at the expense 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 its capacity as Foreign Financial Institution, through the Related Society 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 surety institution, to be named Berkley International Fianzas 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 the prior authorization or approval of other financial, administrative, tax or any other authorities, in terms of the current regulations, 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 Bonds, Norma Alicia Rosas Rodríguez. - Rubric.

(R.- 444437)

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