Official Letter Modifying Article Three, Base II of the Authorization Granted to HDI-Gerling de México Seguros, S.A.

DOF: 01/10/2018

OFFICIAL LETTER modifying Article Three, Base II of the authorization granted to HDI-Gerling de México Seguros, S.A.

A seal bearing the National Coat of Arms appears on the margin, stating: United Mexican States.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Insurance, Pensions and Social Security Unit.- General Legal Directorate for Insurance, Sureties and Pensions.- Official Letter No. 366-III-132/18.

HDI-GERLING DE MÉXICO

INSURANCE, S.A.

Av. Paseo de las Palmas No. 239-104

Col. Lomas de Chapultepec

Mexico City, D.F., C.P. 11000.

Attention:

Mr. Germán Cárdenas Rodríguez Legal Representative.

The Federal Government, through this Ministry of Finance and Public Credit, based on the provisions of Articles 31, fraction VIII of the Organic Law of the Federal Public Administration, 33-C of the General Law of Insurance and Mutual Insurance Companies and Societies, applicable in accordance with the Transitional Provisions First, Fifth and Thirteenth of the Law of Insurance and Surety Companies and 36, fraction VI of the Internal Regulations of the Ministry of Finance and Public Credit, issues the resolution indicated below, in light of the following background and considerations:

BACKGROUND

I.

Gerling de México Seguros, S.A., was authorized by this Ministry to operate as an insurance institution, a subsidiary of Gerling America Insurance Company, of New York, United States of America, to carry out property insurance operations, in the lines of civil liability and professional risks, maritime and transport, fire, miscellaneous, as well as earthquake and other catastrophic risks, as evidenced by resolution 366-IV-589 of March 5, 1996, published in the Official Gazette of the Federation on May 7 of the same year. This Resolution was last modified by Official Letter 366-III-131/18 of June 7, 2018.

II.

Through Official Letter 366-044/08 of February 28, 2008, the Insurance, Pensions and Social Security Unit modified the authorization granted to Gerling de México Seguros, S.A., to operate as an insurance institution derived from the reform to Clause First of its bylaws due to the change of its corporate name from Gerling de México Seguros, S.A., to HDI-Gerling de México Seguros, S.A.

III.

Through Official Letter 366-III-401/15 of May 28, 2015, the General Legal Directorate for Insurance, Sureties and Pensions, attached to the Insurance, Pensions and Social Security Unit:

a)

Approved the reform to Clause Sixth of the bylaws of HDI-Gerling de México Seguros, S.A., due to the increase in social capital from $44,477,519.00 to $81,876,719.00, in accordance with its extraordinary general shareholders' meeting of December 10, 2010.

b)

Requested that within sixty business days following the date of notification of said Official Letter, the first certified copy and three simple copies of the public deed with registration data in the Public Commerce Registry, in which the minutes of the extraordinary general shareholders' meeting of December 10, 2010 of HDI-Gerling de México Seguros, S.A., were notarized, be sent to proceed with the modification of its authorization to operate as an insurance institution.

IV.

With a written submission dated December 18, 2017, received in this Administrative Unit on January 23, 2018, HDI-Gerling de México Seguros, S.A., submitted to this Insurance, Pensions and Social Security Unit the first certified copy of Public Deed No. 44,058 of July 31, 2015, granted before the notary of Lic. Horacio Aguilar Álvarez de Alba, Public Notary No. 102, practicing in Naucalpan de Juárez, State of Mexico, in which the notarization of the minutes of the extraordinary general shareholders' meeting of December 10, 2010 is recorded, in which the reform to Clause Sixth of its bylaws was resolved, which was registered in the Public Commerce Registry on December 7, 2015, with commercial folio 213850*.

CONSIDERATIONS

I.

Transitional Provision Fifth of the Law of Insurance and Surety Companies establishes that approval requests received before the entry into force of that law, that is, before April 4, 2015, and which by virtue of it are assigned to the National Insurance and Sureties Commission, will be processed and resolved by this Ministry, for which it may, even after that date, continue to exercise the powers conferred based on the General Law of Insurance and Mutual Insurance Companies and Societies that was repealed.

II.

Transitional Provision Thirteenth of the Law of Insurance and Surety Companies provides that matters that according to that law correspond to the National Insurance and Sureties Commission, and which according to the General Law of Insurance and Mutual Insurance Companies and Societies that was repealed were being processed before the Ministry of Finance and Public Credit, will continue to be processed before this Ministry until their total conclusion.

III.

That as a result of the approval of the reform to Clause Sixth of the bylaws, which was granted before the entry into force of the Law of Insurance and Surety Companies and as indicated in the Official Letter cited in Background III, the terms of the authorization granted to that insurance institution must be modified.

IV.

That the first certified copy and three simple copies of Public Deed No. 44,058 with registration data in the Public Commerce Registry were submitted to this Ministry.

V.

That the modification to the authorization granted to HDI-Gerling de México Seguros, S.A., to operate as an insurance institution derives from the approval of the statutory reform that was granted before the entry into force of the Law of Insurance and Surety Companies, as has been noted.

RESOLUTION

First.- Article Three, Base II of the authorization granted to HDI-Gerling de México Seguros, S.A., to operate as an insurance institution, a subsidiary of Gerling America Insurance Company, of New York, United States of America, to carry out property insurance operations, in the lines of civil liability and professional risks, maritime and transport, fire, miscellaneous, as well as earthquake and other catastrophic risks, is modified, to read as follows:

" ARTICLE THREE.- ...

I.- ...

II.-

The social capital shall be $81,876,719.00 (eighty-one million eight hundred seventy-six thousand seven hundred nineteen pesos 00/100 M.N.), which includes the amount of the minimum paid capital indicated in Article 29, fraction I, first paragraph of the General Law of Insurance and Mutual Insurance Companies and Societies.

III.- ... "

Second.- The authorization granted to HDI-Gerling de México Seguros, S.A., to organize and operate as an insurance institution, a subsidiary of Gerling America Insurance Company, of New York, United States of America, after the modification indicated in the previous Resolutive, remains entirely in the following terms:

" AUTHORIZATION GRANTED BY THE MINISTRY OF FINANCE AND PUBLIC CREDIT

ON BEHALF OF THE FEDERAL GOVERNMENT TO HDI-GERLING DE MÉXICO SEGUROS, S.A.,

TO OPERATE AS AN INSURANCE INSTITUTION SUBSIDIARY OF GERLING AMERICA

INSURANCE COMPANY, OF NEW YORK, UNITED STATES OF AMERICA, UNDER THE

FOLLOWING TERMS:

ARTICLE ONE.- In exercise of the power conferred by Articles 5 and 33-C of the

General Law of Insurance and Mutual Insurance Companies and Societies to the

Ministry of Finance and Public Credit, authorization is granted to HDI-Gerling de México Seguros,

S.A., to operate as an insurance institution, a subsidiary of Gerling America Insurance

Company, of New York, United States of America.

ARTICLE TWO.- The insurance institution is authorized to carry out in the

Mexican Republic property insurance operations, in the lines of civil

liability and professional risks, maritime and transport, fire, miscellaneous, as well as

earthquake and other catastrophic risks.

ARTICLE THREE.- The subsidiary insurance institution shall be subject to the

dispositions of the General Law of Insurance and Mutual Insurance Companies and

Societies, as well as those derived therefrom, to the General Law of Commercial Societies,

to the other laws applicable to it and, in particular, to the following bases:

I.- The name shall be

HDI-Gerling de México Seguros, Sociedad Anónima.

II.- The social capital shall be $81,876,719.00 (eighty-one million eight hundred seventy-six

thousand seven hundred nineteen pesos 00/100 M.N.), which includes the

amount of the minimum paid capital indicated in Article 29, fraction I, first

paragraph of the General Law of Insurance and Mutual Insurance Companies and Societies.

III.- The corporate domicile of the subsidiary insurance institution shall be Mexico City,

Federal District.

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

Third.- This resolution is issued based on the information provided by HDI-Gerling de México Seguros, S.A., indicated in the Background, and is limited exclusively to the modification of the authorization under which it operates, due to the increase in social capital in the terms that have been established, which in accordance with the applicable provisions falls within the competence of this Ministry to resolve, and does not prejudge the performance of any act that that society has carried out or will carry out, which implies prior authorization or approval of other authorities, nor does it validate any that has been carried out in contravention of current regulations.

Fourth.- This resolution will be published in the Official Gazette of the Federation, at the expense of HDI-Gerling de México Seguros, S.A., in accordance with what is established in Article 33-C of the General Law of Insurance and Mutual Insurance Companies and Societies.

Respectfully,

Mexico City, June 7, 2018. - The Deputy General Director, Yolanda Torres Segarra.-

Signature.

(R.- 473601 )

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