Official Letter Modifying the Authorization for AIG Seguros México, S.A. de C.V. to Organize, Operate, and Function as an Insurance Institution — SHCP — MX

DOF: 22/10/2021

OFFICIAL LETTER modifying the authorization to organize, operate, and function as an insurance institution, granted to AIG Seguros México, 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 Commission of Insurance and Sureties.- Presidency.- File

C00.411.3S.2-S0012 " 15 ".- Official Letter No. 06-C00-41100-14942/2021.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.

AIG SEGUROS MÉXICO, S.A. DE C.V.

Av. Insurgentes Sur, No. 1136

Tlacoquemecatl del Valle Neighborhood

Benito Juárez Borough

C.P. 03200, Mexico City

SUBJECT:

The authorization to organize, operate, and function as an insurance institution, granted to AIG Seguros México, S.A. de C.V., is modified.

The Federal Government, through the National Commission of Insurance and Sureties, prior to the 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, 366, fraction VIII, 367, fractions I and II, 369, fraction II, 370, last paragraph, 372, fraction XLI, and 373 of the Law of Insurance Institutions and Sureties; as well as articles 4, fractions I and II, 6, and 9 of the Internal Regulations of the National Commission of Insurance and Sureties, issues these Resolutions in response to the following Background and Considerations:

BACKGROUND

FIRST.- Seguros Interamericana Independencia, S.A., was authorized by the Ministry of Finance and Public Credit (SHCP) to continue operating as an insurance institution, as stated in resolution 102-E-366-DGSV-I-B-a-4862 of November 6, 1990, published in the Official Gazette of the Federation (DOF) on February 26, 1991.

This authorization underwent various modifications, the most notable of which is contained in official letter 366-IV-3838 of July 5, 1996, published in the DOF on August 15, 1996, by which the aforementioned Department issued the "AGREEMENT by which the authorization granted to Seguros Interamericana, S.A., Bital Financial Group is modified, due to its conversion as a subsidiary." Subsequently, the institution submitted various changes to the aforementioned SHCP for consideration, including a change to its corporate name.

The last modification to its authorization by the SHCP was through the "OFFICIAL LETTER by which the preamble and Article One of the authorization granted to AIG Seguros México, Variable Capital Anonymous Society are modified, to indicate that it is an insurance institution, a subsidiary of AIG Insurance Company-Puerto Rico, a foreign financial institution through Chartis Latin America Investments, LLC., a related company, of the United States of America," published in the DOF on June 15, 2015; while this authorization was last modified by this Commission through Official Letter 06-C00-41100/23120 of April 27, 2018, published in the DOF on May 29, 2018, due to the elimination of the words "Federal District" from its social domicile, the elimination of the reference "Earthquake" pursuant to articles 25, fraction III, subsection j), and 27, fraction XV, of the Law of Insurance Institutions and Sureties (LISF), and the elimination of the reference to the capital amount of said insurance institution, substituting it with wording that establishes that the institution must have the minimum paid-in capital determined for the year in question, for each operation or line of business it has authorized, which must be expressed in Investment Units and paid in national currency, in terms of article 49, first paragraph, of the LISF.

SECOND.- By writings dated September 3, 2018, and January 23, 2019, AIG Seguros México, S.A. de C.V., requested approval from this Commission for the modification of the corporate bylaws of that institution, due to changes in the name of its majority shareholder and its legal nature from a subsidiary insurance institution to a Mexican company with direct foreign investment, in terms of the fourth paragraph of fraction I of article 50 of the LISF.

This is because its Foreign Financial Institution AIG Insurance Company-Puerto Rico has its domicile in the Free and Associated State of Puerto Rico, while the entity with the nature of a related company Chartis Latin America Investments, LLC. (now AIG Latin America Investments, S.L.), moved its social domicile to Spain.

In this sense, the change of social domicile of the entity that was in its time authorized by the Federal Government to be the related company of the insurance institution established in Mexico, corresponds to the jurisdiction of the Free Trade Agreement between Mexico and the European Union (TLCUEM); while AIG Insurance Company-Puerto Rico is subject to the current Treaty between Mexico, the United States, and Canada (T-MEC), for which reason it ceases to be located in fraction V of the First of the Rules for the establishment of subsidiaries of foreign financial institutions, published in the DOF on December 31, 2014.

THIRD.- By Official Letter 06-C00-41100-03138/2021 of February 4, 2021, this Commission approved the modification to articles one, two, six, nine, twelve, thirteen, sixteen, nineteen, twenty-one, twenty-three, twenty-six, twenty-seven, and thirty-two to thirty-five of the corporate bylaws of AIG Seguros México, S.A. de C.V.

FOURTH.- By writing dated March 5, 2021, AIG Seguros México, S.A. de C.V., submitted to this Commission the first testimony of public deed 105,045 of March 2, 2021, granted before the notary of Lic. Carlos Ricardo Viñas Berea, Notary No. 72 of Mexico City, an instrument in which the protocolization of the Act of the Extraordinary General Shareholders' Meeting of that institution of February 19, 2021, is recorded, in whose resolutions are the modification of articles one, two, six, nine, twelve, thirteen, sixteen, nineteen, twenty-one, twenty-three, twenty-seven, and thirty-two to thirty-five of its corporate bylaws; to which official letter 06-C00-41100-07288/2021 of March 17, 2021, was issued, by which this Commission considered the aforementioned protocolization fulfilled and ordered the registration of said instrument in the corresponding Public Registry of Commerce.

FIFTH.- The Board of Directors of the National Commission of Insurance and Sureties in its Session 222 of June 29, 2021, taking into consideration the favorable opinion of its Authorizations Committee, agreed as follows:

"SOLO.- THE AUTHORIZATION granted to AIG Seguros México, S.A. de C.V., is MODIFIED, in order to eliminate the mention that it is a subsidiary insurance institution; without prejudice to continuing to operate as an insurance institution with direct foreign investment, as provided in the fourth paragraph of fraction I of article 50 of the LISF."

CONSIDERATIONS

FIRST.- That article 369, fraction II, of the Law of Insurance Institutions and Sureties, states that it corresponds to the Board of Directors of this Commission to modify the authorizations to organize, operate, and function as an insurance institution.

SECOND.- That in accordance with what is stated in Background Five of the present, the Board of Directors of this Commission in its session 222 of June 29, 2021, agreed to modify the authorization granted to that insurance institution.

In view of the foregoing, the following are issued:

RESOLUTIONS

FIRST.- The Preamble, as well as Articles One, Two, and Three, first paragraph, and fractions II, subsection a), and III of the authorization granted to AIG Seguros México, S.A. de C.V., to organize, operate, and function as an insurance institution, are modified, to read as follows:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO AIG SEGUROS MÉXICO, S.A. DE C.V., TO ORGANIZE, OPERATE, AND FUNCTION AS AN INSURANCE INSTITUTION, IN THE FOLLOWING TERMS.

ARTICLE ONE.- In exercise of the power conferred by the Federal Government by article 5 of the repealed General Law of Insurance Institutions and Mutual Societies to the Ministry of Finance and Public Credit, and which from April 4, 2015, is conferred by article 11 of the Law of Insurance Institutions and Sureties to the National Commission of Insurance and Sureties, AIG Seguros México, S.A. de C.V., is authorized to organize, operate, and function as an insurance institution.

ARTICLE TWO.- The insurance institution is authorized to practice in insurance the operation of accidents and diseases, in the lines of personal accidents and medical expenses; the operation of damage insurance, in the lines of civil liability and professional risks, maritime and transport, fire, agricultural and animals, automobiles, credit, various and other catastrophic risks; as well as the operation of reinsurance.

ARTICLE THREE.- The insurance institution shall be subject to the provisions of the Law of Insurance Institutions and Sureties, as well as those derived from it, to the General Law of Commercial Societies, and to the other laws applicable to it, and in particular, to the following bases:

I.- ...

II.- ...

a).- The insurance institution must have the minimum paid-in capital determined for the year in question, for each operation or line of business it has authorized, expressed in Investment Units and which must be paid in national currency, as ordered by article 49, first paragraph, of the Law of Insurance Institutions and Sureties.

b).- ...

III.- The social domicile of the insurance institution shall be Mexico City.

... "

SECOND.- The authorization granted to AIG Seguros México, S.A. de C.V., to organize, operate, and function as an insurance institution, after the modification indicated in the preceding Resolutive, is integrated in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO AIG SEGUROS MÉXICO, S.A. DE C.V., TO ORGANIZE, OPERATE, AND FUNCTION AS AN INSURANCE INSTITUTION, IN THE FOLLOWING TERMS.

ARTICLE TWO.- The insurance institution is authorized to practice in insurance the operation of accidents and diseases insurance, in the lines of personal accidents and medical expenses, the operation of damage insurance, in the lines of civil liability and professional risks, maritime and transport, fire, agricultural and animals, automobiles, credit, various and other catastrophic risks, as well as the operation of reinsurance.

I.- The denomination shall be "AIG SEGUROS MÉXICO, VARIABLE CAPITAL ANONYMOUS SOCIETY".

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

b).- The amount of variable capital with withdrawal right in no case may be higher than that of the minimum fixed capital without withdrawal right.

III.- The social domicile of the insurance institution shall be Mexico City.

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

THIRD.- This official letter must be published in the Official Gazette of the Federation and in two widely circulated newspapers from the social domicile of the institution, within the one hundred twenty days following the date of its notification to AIG Seguros México, S.A. de C.V., in terms of what is provided in article 11 of the Law of Insurance Institutions and Sureties, at the expense of the interested parties.

This is issued based on the information provided by the petitioner contained in the writings submitted and is limited exclusively to the modification of the authorization granted to AIG Seguros México, S.A. de C.V., in the terms described which, in accordance with the applicable provisions, it is competent for this Commission to resolve, and does not prejudge any act that said society carries out and which implies the prior authorization or approval of other financial, administrative, tax, or any other nature authorities, national or foreign, in terms of current regulations, nor does it validate the legality or validity of the same in case said authorization or approval is not obtained.

This is 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, 366, fraction VIII, 367, fractions I and II, 369, fraction II, 370, last paragraph, 372, fraction XLI, and 373 of the Law of Insurance Institutions and Sureties; as well as articles 4, fractions I and II, 6, and 9 of the Internal Regulations of the National Commission of Insurance and Sureties.

Respectfully,

Mexico City, June 29, 2021. - The President of the National Commission of Insurance and Sureties, Ricardo Ernesto Ochoa Rodríguez.- Rubric.

(R.- 512865)

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