Official Letter Authorizing Zurich Insurance Company, Ltd. to Organize and Operate Zurich Fianzas Mexico, S.A. de C.V.

DOF: 08/12/2015

OFFICIAL LETTER granting authorization to Zurich Insurance Company, Ltd.

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- Secretariat of Finance and Public Credit.- Secretary.- 100.- 89.

MR. MAURICIO MALO GONZÁLEZ

ON BEHALF OF

ZURICH INSURANCE COMPANY, LTD.

The Federal Government, through the Secretariat of Finance and Public Credit, based on the provisions of Article 90 of the Political Constitution of the United Mexican States; Article 31, fraction VIII of the Organic Law of the Federal Public Administration; Articles 5, 15-A, fraction I, and 15-C of the Federal Surety Institutions Law; as well as Article 6, fraction XXI of the Internal Regulations of the Secretariat of Finance and Public Credit; in relation to the Free Trade Agreement between the United Mexican States and the States of the European Free Trade Association, issues the resolution indicated below, in response to the following background and considerations:

BACKGROUND

I. With a letter dated October 14, 2013, Mr. Mauricio Malo González, on behalf of Zurich Insurance Company, Ltd., personality which he accredited with public deed number 36,870, dated October 11, 2013, granted before the notary public Mr. Pedro Vázquez Nava, Public Notary Number 70 of the Federal District and of the Federal Real Estate Heritage:

a) Requested authorization for the organization and operation of a subsidiary surety institution, which would be named, in case the authorization is obtained, Zurich Fianzas Mexico, S.A. de C.V., whose foreign financial institution will be Zurich Insurance Company, Ltd., which was constituted in accordance with the provisions of the laws of the Swiss Confederation, and whose corporate purpose would be the practice of the surety branches and sub-branches referred to in Article 5 of the Federal Surety Institutions Law. He also stated that the second shareholder of said subsidiary would be Zurich Compañía de Seguros, S.A., and

b) Partially presented the documentation referred to in Article 7 of the Federal Surety Institutions Law, to obtain the requested authorization.

II. Through official letter 366-III-1234/13 dated December 31, 2013, the Deputy General Directorate of Insurance, Surety and Pensions, attached to the Insurance, Pensions and Social Security Unit, based on the second paragraph of Article 2 Bis, requested the applicant for the information and documentation that had been omitted to present. Among other things, it was requested to inform the origin of the resources with which Zurich Insurance Company, Ltd. would carry out the subscription of the capital of the institution to be constituted.

III. With a letter dated February 20, 2014, Ms. María José Pinillos Montaño, on behalf of Zurich Insurance Company, Ltd., personality which she accredited with public deed numbers 36,870, dated October 11, 2013, granted before the notary public Mr. Pedro Vázquez Nava, Public Notary Number 70 of the Federal District and of the Federal Real Estate Heritage of the Federal District, in response to the official letter indicated in the previous Background II, presented the required information and documentation.

IV. With a letter dated March 28, 2014, Mr. Mauricio Malo González, in extension of the letter of February 20, 2014, indicated in the previous Background III, attached, in order to clarify comments of a technical nature, the details of the information relative to the determination of the minimum base capital requirement for operation for the period of the first three years of operation of the surety company they intend to build.

V. Through official letters 366-III-890/13, 366-III-0227/4 and 366-III-0316/14 dated November 13, 2013, March 7, and April 3, 2014, respectively, the Insurance, Pensions and Social Security Unit, through the Deputy General Directorate of Insurance, Surety and Pensions, requested an opinion from the National Commission of Insurance and Surety, regarding the requested authorization application and for this purpose sent it a copy of the same, as well as the information and documentation presented for this reason.

VI. The National Commission of Insurance and Surety, with official letter 06-357-II-1.1/03226 dated April 14, 2014, in response to the request made in the various cited in Background V, issued a favorable opinion, regarding the request for authorization for the organization and operation of a subsidiary surety institution that, in its case, would be named Zurich Fianzas Mexico, S.A. de C.V. For this effect, the Commission states that it considered the information and documentation indicated in the letters of October 14, 2013, February 20, and March 28, 2014, mentioned in Backgrounds I, III, and IV.

CONSIDERATIONS

I. That with letters dated October 14, 2013, February 20, and March 28, 2014, the necessary requirements to request an authorization to organize and operate as a subsidiary surety institution, provided for in Article 7 of the Federal Surety Institutions Law and the Fifth, Sixth, and Ninth of the Rules for the Establishment of Subsidiaries of Foreign Financial Institutions, were presented.

II. That the National Commission of Insurance and Surety, with official letter 06-367-II-1.1/03226 dated April 14, 2014, issued a favorable opinion, regarding the request for the organization and operation of the subsidiary surety institution to be named Zurich Fianzas Mexico, S.A. de C.V., and

III. That from the analysis of the request, as well as the information and documentation received, the Deputy General Directorate of Insurance, Surety and Pensions attached to the Insurance, Pensions and Social Security Unit, verified that from the legal and administrative point of view it is appropriate to grant the requested authorization.

RESOLUTION

FIRST.- In exercise of the faculty conferred upon the Federal Government by Articles 5 and 15-C, in relation to Article 15-A, fraction I, of the Federal Surety Institutions Law, the Secretariat of Finance and Public Credit grants authorization to Zurich Insurance Company, Ltd., to carry out the organization and operation of a subsidiary surety institution, under the following terms:

First.- The corporate name of the subsidiary surety institution will be "Zurich Fianzas Mexico", which will be followed by the words Sociedad Anónima de Capital Variable or its abbreviations S.A. de C.V.

Second.- Zurich Fianzas Mexico, S.A. de C.V., once constituted, will be authorized, in terms of what is provided in Article 5 of the Federal Surety Institutions Law, to conduct surety operations, in the following branches and sub-branches:

I. Fidelity Bonds, in the following sub-branches:

a) Individual; and

b) Collective.

II. Judicial Bonds, in the following sub-branches:

a) Criminal judicial;

b) Non-criminal judicial; and

c) Judicial bonds covering drivers of motor vehicles.

III. Administrative Bonds, in the following sub-branches:

a) Construction;

b) Supply;

c) Tax;

d) Lease; and

e) Other administrative bonds.

IV. Credit Bonds, in the following sub-branches:

a) Supply;

b) Purchase and sale;

c) Financial; and

d) Other credit bonds.

V. Guarantee Trusts, in the following sub-branches:

a) Related to surety policies; and

b) Unrelated to surety policies.

Third.- Zurich Fianzas Mexico, S.A. de C.V. must have the minimum paid-in capital that the Secretariat of Finance and Public Credit determines for the year in question, for each branch authorized to them, expressed in Investment Units and which must be covered in national currency, as ordered by Article 15, fraction II of the Federal Surety Institutions Law.

Fourth.- Its corporate domicile will be Mexico City, Federal District, United Mexican States.

Fifth.- In what is not expressly indicated by this resolution, Zurich Fianzas Mexico, S.A. de C.V., will be subject to the Federal Surety Institutions Law, the provisions emanating from it, the General Law of Commercial Societies, and the rest of the legislation, norms and regulation, which by their own nature, are applicable to it.

Sixth.- The subsidiary surety institution will be subject to the inspection and supervision of the National Commission of Insurance and Surety in accordance with Article 66 of the Federal Surety Institutions Law.

Seventh.- The authorization referred to in this resolution is, by its very nature, non-transferable, in terms of what is provided in Article 15-C of the Federal Surety Institutions Law.

SECOND.- This authorization, in accordance with what is established in the third paragraph of Article 7 and 105, fraction I of the Federal Surety Institutions Law, is subject to:

a) That the subsidiary surety institution presents for approval of this Secretariat the first copy of the public deed in which the constitution of the subsidiary surety institution is formalized, within the three months following this authorization, and

b) That the subsidiary surety institution begins its operations within the term of three months from the approval of its deed, for which effect it must have the favorable opinion that the National Commission of Insurance and Surety extends to it, as a result of the inspection it carries out to evaluate that it has the systems, procedures and administrative infrastructure necessary to provide the services proper to its corporate purpose in accordance with Article 8 of the Federal Surety Institutions Law.

The compliance with the previous condition must be made known to this Secretariat by Zurich Fianzas Mexico, S.A. de C.V.

THIRD.- Zurich Fianzas Mexico, S.A. de C.V., at the moment of granting the approval of the constitutive deed, must accredit, before the National Commission of Insurance and Surety, that it has subscribed and paid the minimum paid-in capital that the Secretariat of Finance and Public Credit has determined for the exercise 2014, for each branch authorized to them, as established in Article 105, fraction I of the Federal Surety Institutions Law.

This Resolution is issued based on the information and documentation provided by the promoters and is limited solely and exclusively to the authorization granted for the organization and operation of a subsidiary surety institution that will be named Zurich Fianzas Mexico, S.A. de C.V., which in accordance with the applicable provisions competes to resolve to this Secretariat.

TRANSITORY

SINGLE.- This authorization must be published in the Official Gazette of the Federation in terms of what is provided in Article 15-C of the Federal Surety Institutions Law, at the expense of the interested parties.

Mexico, D.F., December 2, 2014.- The Secretary of Finance and Public Credit, Luis Videgaray Caso.- Rubric.

(R.- 423550)

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