Official Letter Authorizing Tokio Marine HCC Mexico Surety Company, S.A. de C.V. to Organize and Operate as a Subsidiary Surety Institution

DOF: 29/04/2019

OFFICIAL LETTER authorizing Tokio Marine HCC Mexico Surety Company, S.A. de C.V.

A seal with the National Coat of Arms appears on the margin, which reads: United Mexican States.- SHCP.- Ministry of Finance and Public Credit.- National Insurance and Sureties Commission.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-Advisory Directorate.- File: C00.411.13.1.7/1"18".- Official Letter No. 06-C00-41100-09182/2019.

SUBJECT:

The organization and operation of the subsidiary surety institution named Tokio Marine HCC Mexico Surety Company, S.A. de C.V. is authorized.

Houston Casualty Company

Paseo de los Tamarindos 400, Arcos Tower, 7th Floor

Col. Bosques de las Lomas

Cuajimalpa

05120, Mexico City

Attn:

Lic. Luciano Pérez Gómez

Legal Representative

The Federal Government through the National Insurance and Sureties Commission, and prior agreement of its Board of Directors, based on articles 90 of the Political Constitution of the United Mexican States; 17 and 31, section VIII, of the Organic Law of the Federal Public Administration; 2°, subsection D, section 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, 36, sections I, II, III and IV, 47, 75, 369, section II, 370, last paragraph, and 372, section XLI, of the Law of Insurance and Surety Institutions; article 30-E, sections III and IV, of the Federal Rights Law; in relation to Provisions 2.1.1. to 2.1.4., and Chapters 39.1. and 39.6. of the Single Insurance and Sureties Circular; as well as articles 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

I.

Through writings dated May 11, July 5, August 1 and 10, and September 26, 2018, Lic. Luciano Pérez Gómez, in his capacity as legal representative of Houston Casualty Company, as an external financial entity, requested authorization from this National Insurance and Sureties Commission for the constitution of a subsidiary surety institution to be named Tokio Marine HCC Mexico Surety Company, S.A. de C.V., whose intended purpose is the practice of sureties in the lines and sub-lines of fidelity sureties: individual and collective; judicial: criminal judicial, non-criminal judicial, and judicial covering drivers of motor vehicles; administrative: construction, supply, tax, lease and other administrative sureties; and credit: supply, sale and other credit sureties.

II.

In this context, the aforementioned request was submitted for consideration to the Board of Directors of this Decentralized Body of the Ministry of Finance and Public Credit, in its session 205 of November 29, 2018, prior favorable opinion of the Authorizations Committee of said Commission, which agreed as follows:

"UNIQUE.- GRANT authorization to Houston Casualty Company, to carry out the organization and operation of a subsidiary surety institution to be named Tokio Marine HCC Mexico Surety Company, S.A. de C.V., whose corporate purpose shall be to exercise the lines and sub-lines of: fidelity sureties: individual and collective; judicial: criminal judicial, non-criminal judicial, and judicial covering drivers of motor vehicles; administrative: construction, supply, tax, lease and other administrative sureties; and credit: supply, sale and other credit sureties.

"This is without prejudice to this Commission issuing the resolution directed to Houston Casualty Company in accordance with the majority participation it will have in the corporate capital, as well as informing that in case the shareholding participation of each shareholder varies from that originally proposed for obtaining the present authorization, it must be submitted previously to this Decentralized Body for obtaining the corresponding authorization in terms of the applicable regulations.

"The aforementioned is understood to be subject to the institution to be 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 case the favorable opinion referred to is not obtained, this authorization will become void.

" ... ".

III.

Through Official Letter 06-C00-41100/56803 of November 30, 2018, this Decentralized Body, among other Resolutions, notified Houston Casualty Company that the Board of Directors of this Commission, in its session 205 of November 29, 2018, taking into consideration the favorable opinion issued by the Authorizations Committee of said Commission, in its session held on the 20th of the same month and year, agreed to grant the authorization requested to carry out the constitution of a subsidiary surety institution to be named Tokio Marine HCC Mexico Surety Company, S.A. de C.V., whose purpose will be the practice of sureties in the lines and sub-lines of: fidelity sureties: individual and collective; judicial: criminal judicial, non-criminal judicial, and judicial covering drivers of motor vehicles; administrative: construction, supply, tax, lease and other administrative sureties; and credit: supply, sale and other credit sureties.

IV.

Through a writing dated January 24, 2019, Lic. Luciano Pérez Gómez, in his capacity as legal representative of Houston Casualty Company, submitted to this Commission the first notarial copy and a certified copy of public instrument 26,994 of January 22, 2019, granted before the notary of Lic. Antonio López Aguirre, Public Notary Number 250 of Mexico City, in which the constitution of Tokio Marine HCC Mexico Surety Company, S.A. de C.V. is recorded, as a subsidiary surety institution of Houston Casualty Company, as well as the corporate bylaws that will govern said society.

V.

Likewise, through a writing dated January 30, 2019, Lic. Francisco Barajas Aguilera, on behalf of Tokio Marine HCC Mexico Surety Company, S.A. de C.V., submitted to this Decentralized Body the original receipt of payment of rights referred to in article 30-E, section IV, of the Federal Rights Law and the Fiscal Miscellany Resolution for 2018, published in the Official Gazette of the Federation on December 22, 2017, for the amount of $70,799.00, issued by Citibanamex, for the authorization for the constitution and operation of said subsidiary surety institution.

VI.

Through Official Letter 06-C00-41100/09146 of March 8, 2019, this Commission approved the corporate bylaws contained in the aforementioned public instrument 26,994 of January 22, 2019, granted before the notary of Lic. Antonio López Aguirre, Public Notary Number 250 of Mexico City, in which the constitution of Tokio Marine HCC Mexico Surety Company, S.A. de C.V. is recorded, as a subsidiary surety institution.

CONSIDERATIONS

FIRST.- That once the documentation and information submitted by Lic. Luciano Pérez Gómez, in his capacity as legal representative of Houston Casualty Company, through the request writings referred to in Background I of this Official Letter, has been reviewed, it was determined that the requirements established in articles 11, 36, sections I, II, III and IV, and 41 of the Law of Insurance and Surety Institutions; article 30-E, sections 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 Sureties Circular; applicable regulations for the constitution of a subsidiary surety institution that will practice sureties in the lines and sub-lines of: fidelity sureties: individual and collective; judicial: criminal judicial, non-criminal judicial, and judicial covering drivers of motor vehicles; administrative: construction, supply, tax, lease and other administrative sureties; and credit: supply, sale and other credit sureties, were met.

SECOND.- That in accordance with what is established in articles 369, section II, 370, last paragraph, and 372, section XLI, of the Law of Insurance and Surety Institutions, authorizations to organize and operate as a subsidiary surety institution must be granted by this Commission, prior agreement of its Board of Directors, which in its session 205 of November 29, 2018, agreed to grant the authorization requested by the petitioner, corresponding to the holder of the Presidency of this Commission to comply with the agreements of said Governing Body.

THIRD.- That in accordance with what is stated in article 11 of the Law of Insurance and Surety Institutions, this Decentralized Body of the Ministry of Finance and Public Credit, through Official Letter 06- C00-41100/56803 of November 30, 2018, notified the petitioner of the agreement of the Board of Directors of this Commission by which the requested authorization is granted and a favorable opinion regarding the project of corporate bylaws submitted was issued.

FOURTH.- That this Commission, through Official Letter 06-C00-41100/09146 of March 8, 2019, in accordance with what is established in articles 11 and 66 of the Law of Insurance and Surety Institutions, approved the corporate bylaws of Tokio Marine HCC Mexico Surety Company, S.A. de C.V., contained in public instrument 26,994 of January 22, 2019, granted before the notary of Lic. Antonio López Aguirre, Public Notary Number 250 of Mexico City, in which the constitution of said society as a subsidiary surety institution is recorded.

FIFTH.- 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 of Tokio Marine HCC Mexico Surety Company, S.A. de C.V., as a subsidiary surety institution, is 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 public instrument in which the corporate bylaws of said society are recorded, prior payment of the corresponding rights.

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 90 of the Political Constitution of the United Mexican States; 17 and 31, section VIII, of the Organic Law of the Federal Public Administration; 2°, subsection D, section 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, 36, sections I, II, III and IV, 47, 75, 369, section II, 370, last paragraph, and 372, section XLI, of the Law of Insurance and Surety Institutions; article 30-E, sections III and IV, of the Federal Rights Law; as well as articles 6 and 9 of the Internal Regulations of the National Insurance and Sureties Commission, grants authorization to Houston Casualty Company, to carry out the organization and operation of a subsidiary surety institution under the name of Tokio Marine HCC Mexico Surety Company, S.A. de C.V., under the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, THROUGH THE NATIONAL INSURANCE AND SURETIES COMMISSION, TO TOKIO MARINE HCC MEXICO SURETY COMPANY, S.A. DE C.V., TO ORGANIZE AND OPERATE AS A SUBSIDIARY SURETY INSTITUTION OF HOUSTON CASUALTY COMPANY, OF TEXAS, UNITED STATES OF AMERICA, UNDER THE FOLLOWING TERMS:

"ARTICLE FIRST.- In exercise of the faculty conferred by article 11 of the Law of Insurance and Surety Institutions, the Federal Government through the National Insurance and Sureties Commission grants authorization to Tokio Marine HCC Mexico Surety Company, S.A. de C.V., to organize and operate as a subsidiary surety institution.

"ARTICLE SECOND.- The surety institution is authorized to practice surety operations in the Mexican Republic in the lines and sub-lines of: fidelity sureties: individual and collective; judicial: criminal judicial, non-criminal judicial, and judicial covering drivers of motor vehicles; administrative: construction, supply, tax, lease and other administrative sureties; and credit: supply, sale and other credit sureties.

"ARTICLE THIRD.- The subsidiary surety institution will be subject to the North American Free Trade Agreement, celebrated between the United Mexican States, Canada and the United States of America, 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 name will be " TOKIO MARINE HCC MEXICO SURETY COMPANY ", followed by the words " Variable Capital Anonymous Company " or its abbreviations " S.A. de C.V. ".

"II.- The corporate capital will be variable, according to the following:

" a) The surety institution must have the minimum paid capital determined for the year in question, for each line or sub-line it has authorized, 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 capital without withdrawal right.

"III.- The corporate domicile of the surety institution is Mexico City.

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

"ARTICLE FIFTH.- The surety institution will be subject to the inspection and supervision of the National Insurance and Sureties Commission.»

SECOND.- This authorization, in accordance with what articles 11 and 12 of the Law of Insurance and Surety Institutions establish, is subject to the cited institution obtaining the favorable opinion referred to in article 47 of the Law of Insurance and Surety Institutions that, if applicable, this Commission issues.

In case the favorable opinion referred to is not obtained, this authorization will 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 corporate domicile of the institution, within the one hundred twenty days following the date of its notification to Tokio Marine HCC Mexico Surety Company, S.A. de C.V., in terms of what is established in article 75, last paragraph, of the Law of Insurance and Surety Institutions, at the expense of the authorized society.

These resolutions are issued based on the information provided by the petitioner contained in the writings submitted and are limited exclusively to the authorization for the organization and operation of a subsidiary surety institution to be named Tokio Marine HCC Mexico Surety Company, S.A. de C.V., 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 society carries out that implies prior authorization or approval of other financial, administrative, tax or any other authorities, in terms of current regulations, nor do they validate the legality or validity of the same in case such authorization or approval is not obtained.

This is based on articles 11, 12, 36, sections I, II, III and IV, 47, 75, 369, section II, 370, last paragraph, and 372, section XLI, of the Law of Insurance and Surety Institutions; article 30-E, sections III and IV, of the Federal Rights Law; in relation to Provisions 2.1.1. to 2.1.4., and Chapters 39.1. and 39.6. of the Single Insurance and Sureties Circular, as well as articles 6 and 9 of the Internal Regulations of the National Insurance and Sureties Commission.

Respectfully,

Mexico City, March 8, 2019.- The President of the National Insurance and Sureties Commission, Ricardo Ernesto Ochoa Rodríguez.- Rubric.

(R.- 480953)

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