Official Letter Authorizing the Organization, Operation, and Functioning of Liberty Seguros, S.A. de C.V.

DOF: 30/06/2021

OFFICIAL LETTER authorizing the organization, operation, and functioning of the insurance institution named Liberty Seguros, S.A. de C.V.

At the margin, a seal with the National Coat of Arms, which reads:

United Mexican States.- TREASURY.- Ministry of Finance and Public Credit.- National Insurance and Sureties Commission.- Presidency.- Official Letter No. 06-C00- 41100-04125/2021.- Vice Presidency of Legal Affairs.- General Directorate of Legal Advisory and Intermediaries.-

File: C00.411.13.1.7/4"19".

LIBERTY MUTAL LATIN HOLDINGS, LLC.

LIBERTY MUTUAL SERVICES, LLC.

Common address:

Avenida Santa Fe, number 94, Tower A, Floor 8, Col. Zedec, Álvaro Obregón Municipality, CP 01210, Mexico City

Email:

miguel.hernandez@libertymutual.com

SUBJECT:

Authorization is granted for the organization, operation, and functioning of the insurance institution named Liberty Seguros, S.A. de C.V.

The Federal Government, through the National Insurance and Sureties Commission, and prior agreement of its Board of Directors, based on articles 2°, fraction I, 17, 26 and 31, fraction VIII, of the Organic Law of the Federal Public Administration; 2°, section D, fraction III, of the Internal Regulations of the Ministry of Finance and Public Credit; 11, 12, 25, first paragraph, fraction III, items f) and g), and fifth paragraph, 26, last paragraph, 36, fractions I to IV, 41, 47, 367, fractions I and II, 369, fraction II, 370, last paragraph, and 372, fraction XLI, of the Law of Insurance and Surety Institutions; and 30-E, fractions III and IV, of the Federal Law of Fees; as well as articles 4°, fractions I and II, 6° and 9° of the Internal Regulations of the National Insurance and Sureties Commission, issues the resolutions indicated below, in attention to the following Background and Considerations:

BACKGROUND

FIRST.- Through writings dated November 4 and December 19, 2019, March 17, April 30, and September 3, 2020, Liberty Mutual Latin Holdings, LLC., and Liberty Mutual Services, LLC., requested authorization from this Commission to organize, operate, and function an insurance institution to be named Liberty Seguros, S.A. de C.V., whose corporate purpose shall be the practice of damage operations, in the lines of civil liability and professional risks; marine and transport; fire; catastrophic and diverse risks, including reinsurance regarding the requested lines.

SECOND.- In that context, the aforementioned request was submitted to the authorization of the Board of Directors of this Commission, in its session 219 of December 16, 2020, taking into consideration the favorable opinion issued by the Authorizations Committee of the same Commission, which agreed as follows:

« UNIQUE.- GRANTS authorization for Liberty Mutual Latin Holdings, LLC., and Liberty Mutual Services, LLC., to carry out the organization, operation and functioning of an insurance institution to be named " Liberty Seguros, S.A. de C.V. " , whose purpose will be the practice of damage operations, in the lines of civil liability and professional risks; marine and transport; fire; catastrophic and diverse risks, including reinsurance regarding the requested lines; with registered office in Mexico City, and a minimum fixed paid-in capital of $79,640,000.00 M.N.

This is understood subject to the institution obtaining the favorable opinion that, if applicable, this Commission issues in accordance with articles 11, third paragraph, and 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 company is recorded.

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

... ».

THIRD.- By Official Letter 06-C00-41100-18792/2020 of December 18, 2020, this Commission, among other resolutions, notified the promoting companies that the Board of Directors of this Commission, in its session 219 of December 16, 2020, agreed to grant the requested authorization and issued a favorable opinion regarding the draft social bylaws of the commercial company that would be constituted with the name Liberty Seguros, S.A. de C.V., and whose corporate purpose would be to organize and operate as an insurance institution.

FOURTH.- Through a writing dated January 13, 2021, Lic. Miguel Hernández Sánchez, attorney-in-fact for Liberty Mutual Latin Holdings, LLC., Liberty Mutual Services, LLC. and Liberty Seguros, S.A. de C.V., attached the first testimony of public instrument 41,949 of January 11, 2021, granted before the authority of Lic. Fernando Pérez Arredondo, holder of Public Notary 12 of this Mexico City, Associated with Notary 119 of the same City, Lic. Arturo Pérez Negrete, in which it is recorded that Liberty Mutual Latin Holdings, LLC., and Liberty Mutual Services, LLC., carried out the constitution of " Liberty Seguros, S.A. de C.V. " , as well as the social bylaws that will govern said insurance institution. Additionally, said promoters sent the printout of the bank receipt for payment of federal contributions, products, and revenues made at Santander Bank, under the name or corporate name Liberty Seguros, S.A. de C.V.; with payment date January 13, 2021; operation number 449; payment key 21E83EBD13; for the amount of $78,877.00 (Seventy-eight thousand eight hundred seventy-seven pesos 00/100 M.N.); Dependency 25 National Insurance and Sureties Commission, in order to prove the payment of fees referred to in article 30-E, fraction IV, of the current Federal Law of Fees.

FIFTH.- Through Official Letter 06-C00-41100-03460/2021 of March 9, 2021, this Commission approved the social bylaws contained in the aforementioned public deed 41,949 of January 11, 2021, where the constitution of Liberty Seguros, S.A. de C.V. is recorded.

CONSIDERATIONS

FIRST.- That once the documentation and information sent by Liberty Mutual Latin Holdings, LLC., and Liberty Mutual Services, LLC., through the writings referred to in Background First of this Official Letter, it was determined that the requirements established in articles 11, 12, 25, first paragraph, fraction III, items a), b), c), j) and k), and second paragraph, and 41 of the Law of Insurance and Surety Institutions; in article 30-E, fractions III and IV, of the Federal Law of Fees; in Provisions 2.1.1. to 2.1.4., in Chapters 39.1. and 39.6., and in Annex 2.1.3-a of the Single Insurance and Sureties Circular; applicable regulation for the organization and operation of an insurance institution that will carry out damage operations in the lines of civil liability and professional risks; marine and transport; fire; catastrophic and diverse risks, including reinsurance regarding the requested lines.

SECOND.- That in accordance with articles 11 and 369, fraction II, of the Law of Insurance and Surety Institutions, authorizations to organize, operate, and function as an insurance institution must be granted by this Commission, prior 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 219 of December 16, 2020, agreed to grant the authorization requested by the promoting companies; likewise, it is to be considered that it corresponds to the President of this Commission to comply with the agreements of the aforementioned Government Body, in terms of what is established in articles 370, last paragraph, and 372, fraction XLI, of the same Law.

THIRD.- That in accordance with what is stated in article 11 of the Law of Insurance and Surety Institutions, this National Insurance and Sureties Commission, through Official Letter 06-C00-41100-18792/2020 of December 18, 2020, notified the promoters 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 social bylaws submitted.

FOURTH.- That this Commission through Official Letter 06-C00-41100-03460/2021 of March 9, 2021, in accordance with what is established in articles 11 and 66 of the Law of Insurance and Surety Institutions, approved the social bylaws contained in public deed 41,949 of January 11, 2021, granted before the authority of Lic. Fernando Pérez Arredondo, holder of Public Notary 12 of this Mexico City, Associated with Notary 119 of the same City, Lic. Arturo Pérez Negrete, where the legal constitution of Liberty Seguros, S.A. de C.V. is recorded, a company with registered office in Mexico City, which has a minimum fixed paid-in social capital of $79,640,000.00 (Seventy-nine million six hundred forty thousand pesos 00/100 M.N.), its shareholders being Liberty Mutual Latin Holdings, LLC., and Liberty Mutual Services, LLC., whose corporate purpose is to organize and operate as an insurance institution that practices damage operations, in the lines of civil liability and professional risks; marine and transport; fire; catastrophic and diverse risks, including reinsurance regarding the aforementioned lines.

FIFTH.- That in terms of articles 11, third paragraph, 12 and 47 of the Law of Insurance and Surety Institutions, the start of operations as an insurance 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 social bylaws of Liberty Seguros, S.A. de C.V.

In view of the foregoing, the following are issued:

RESOLUTIONS

FIRST.- The Federal Government through the National Insurance and Sureties Commission and prior agreement of its Board of Directors, based on articles 2°, fraction I, 17, 26 and 31, fraction VIII, of the Organic Law of the Federal Public Administration; 2°, section D, fraction III, of the Internal Regulations of the Ministry of Finance and Public Credit; 11, 12, 25, first paragraph, fraction III, items a), b), c), j) and k), and second paragraph, 41, 47, 367, fractions I and II, 369, fraction II, 370, last paragraph, and 372, fraction XLI, of the Law of Insurance and Surety Institutions; and 30-E, fractions III and IV, of the Federal Law of Fees; as well as articles 4°, fractions I and II, 6° and 9° of the Internal Regulations of the National Insurance and Sureties Commission, grants authorization to Liberty Mutual Latin Holdings, LLC., and Liberty Mutual Services, LLC., to carry out the organization, operation and functioning of the insurance institution Liberty Seguros, S.A. de C.V., in the following terms:

AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO LIBERTY MUTAL LATIN HOLDINGS, LLC., AND LIBERTY MUTUAL SERVICES, LLC.,

TO CARRY OUT

THE OPERATION, ORGANIZATION AND FUNCTIONING OF AN INSURANCE INSTITUTION, IN THE FOLLOWING TERMS:

ARTICLE FIRST.- In exercise of the power conferred on the Federal Government by article 11 of the Law of Insurance and Surety Institutions, the National Insurance and Sureties Commission, authorizes Liberty Seguros, S.A. de C.V., to organize, operate and function as an insurance institution.

ARTICLE SECOND.- The insurance institution is authorized to practice damage insurance operations in the Mexican Republic in the lines of civil liability and professional risks; marine and transport; fire; catastrophic and diverse risks, including reinsurance regarding the aforementioned lines.

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

I.- The name shall be " Liberty Seguros ", followed by the words " Sociedad Anónima de Capital Variable " or its abbreviations " S.A. de C.V. " .

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

a)

Liberty Seguros, S.A. de C.V., must have the minimum paid-in capital that is determined for the year in question, for each operation or line, 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 Surety Institutions.

b)

The variable capital with withdrawal right in no case may be greater than the paid-in capital without withdrawal right.

III.- The registered office of the insurance institution is located in Mexico City.

ARTICLE FOURTH.- The insurance institution shall be subject to the inspection and supervision of the National Insurance and Sureties Commission in accordance with article 382 of the Law of Insurance and Surety Institutions.

ARTICLE FIFTH.- By its very nature this authorization is non-transferable, in terms of what is provided in article 11 of the Law of Insurance and Surety Institutions.

SECOND.- This authorization, in accordance with 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 same Law.

In the event that the aforementioned favorable opinion is not obtained, this authorization shall not produce its effects.

THIRD.- This official letter must be published in the Official Gazette of the Federation and in two widely circulated newspapers of the registered office of the institution, within the one hundred twenty days following the date of its notification in terms of what is provided in article 11, fourth paragraph, 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 promoters contained in the writings submitted and are limited exclusively to the authorization for Liberty Seguros, S.A. de C.V., to organize, operate and function as an insurance institution, which in accordance with the applicable provisions falls within the competence of this Commission to resolve, and does not prejudge any act that the promoters carry out and that implies prior authorization or approval of 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 the event that such authorization or approval is not obtained.

Respectfully,

Mexico City, March 9, 2021.- The President of the National Insurance and Sureties Commission, Ricardo Ernesto Ochoa Rodríguez .- Rubric.

(R.- 50 8229 )

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