Official Letter Modifying the Authorization Granted to HDI Global Seguros, S.A. (formerly HDI-Gerling de México Seguros, S.A.) to Operate as an Insurance Institution

DOF: 01/07/2019

OFFICIAL LETTER modifying the authorization granted to HDI Global Seguros, S.A.

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- SHCP.- Ministry of Finance and Public Credit.- National Insurance and Surety Commission.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-Advisory Directorate.- File C00.411.13.2.1-S0076"16".- Official Letter No. 06-C00-41100-19388/2019.

SUBJECT:

The authorization granted to
HDI-Gerling de México Seguros, S.A. is modified.

HDI GLOBAL SEGUROS, S.A.
(formerly HDI-GERLING DE MÉXICO SEGUROS, S.A.)

Av. Paseo de las Palmas 239-104
Lomas de Chapultepec Neighborhood
Miguel Hidalgo Borough
C.P. 11000, Mexico City

Attention:
Lic. Germán Cárdenas Rodríguez
General Director

The Federal Government through the National Insurance and Surety Commission, and with prior Agreement of its Board of Directors, based on articles 11, 75, 369, section II, 370, last paragraph, and 372, section XLI, of the Law of Insurance and Surety Institutions, as well as articles 6 and 9 of the Internal Regulations of the National Insurance and Surety Commission, issues these Resolutions in response to the following Background and Considerations:

BACKGROUND

I.
Request for authorization to change its foreign financial institution.

I.1.
HDI-Gerling de México Seguros, S.A., was authorized by the Ministry of Finance and Public Credit to function and operate as an insurance institution, subsidiary of Gerling America Insurance Company, of New York, U.S.A., through Resolution 366-IV-589 of March 5, 1996, published in the Official Gazette of the Federation on May 7, 1996. This authorization was last modified by Official Letters numbers 366-III-131/2018, 366-III-132/2018 and 366-III-133/2018, all dated June 7, 2018, published in the Official Gazette of the Federation on October 1, 2018.

I.2.
By written document dated October 5, 2018, received by this Commission on the same day, Lic. Germán Cárdenas Rodríguez, on behalf and in representation of HDI-Gerling de México Seguros, S.A., requested approval from this Decentralized Body of the Ministry of Finance and Public Credit to reform Clause Second of its corporate bylaws resulting from the change of its foreign financial institution, that is, from Gerling America Insurance Company of New York, to HDI-Gerling America Insurance Company (currently HDI Global Insurance Company), of Chicago, Illinois, both in the United States of America, as well as from its minority shareholder HDI-Gerling Industrie Versicherung A.G., to HDI-Gerling Welt Service A.G., in accordance with the draft minutes of the Extraordinary General Meeting of Shareholders attached to the aforementioned written document.

I.3.
By Official Letter number 06-C00-41100/55588 of November 14, 2018, this Commission approved the reform to Clause Second of the corporate bylaws of HDI-Gerling de México Seguros, S.A., due to the change of its foreign financial institution, that is, from Gerling America Insurance Company to HDI-Gerling America Insurance Company, in the terms agreed upon in the draft minutes of the Extraordinary General Meeting of Shareholders that was attached to its written document of October 5, 2018, and for which it must make the adjustments contained in the Single Annex of the aforementioned Official Letter No. 06-C00-41100/55588, and instructed that institution to send the original and a notarially certified copy of the first testimony of the deed of protocolization of the minutes of the Extraordinary General Meeting of Shareholders.

I.4.
Through Official Letter 06-C00-41100/14485 of March 29, 2019, this Commission received the first testimony and a notarially certified copy of public deed number 49,825 of January 3, 2019, granted before the notary Lic. Horacio Aguilar Álvarez de Alba, Holder of Public Notary Number 102 in the State of Mexico, in which the protocolization of the minutes of the Extraordinary General Meeting of Shareholders of October 2, 2018, is recorded, in which the reform to Clause Second of the corporate bylaws of HDI-Gerling de México Seguros, S.A. was agreed upon, due to the change of its foreign financial institution, that is, from Gerling America Insurance Company to HDI-Gerling America Insurance Company.

II.
Request for authorization to comprehensively reform its corporate bylaws.

II.1.
By written documents dated January 7 and 19, February 2 and 19, September 26 and 30, and November 14, 2016, January 18 and June 1, 2017, received by this Commission on January 7 and 20, February 2 and 23, September 27, October 3, and November 18, 2016, January 24 and June 5, 2017, Lic. Germán Cárdenas Rodríguez, in his capacity as General Director of HDI-Gerling de México Seguros, S.A., requested approval from this Decentralized Body of the Ministry of Finance and Public Credit to carry out the comprehensive modification of the corporate bylaws of said institution, which includes the change of denomination to HDI Global Seguros, S.A., the change of denomination of its majority shareholder HDI-Gerling America Insurance Company to HDI Global Insurance Company, as well as the change of denomination of its minority shareholder HDI-Gerling Welt Service AG to HDI Global Network AG, in the terms agreed upon in the minutes of the Extraordinary General Meeting of Shareholders, held on January 28, 2016.

II.2.
By Official Letter number 06-C00-41100/49214 of August 29, 2017, this Commission approved the reform of Clause First of the corporate bylaws of HDI-Gerling de México Seguros, S.A., due to the change of its corporate denomination to HDI Global Seguros, S.A., in terms of the draft minutes of the Extraordinary General Meeting of Shareholders that was attached to its written document of January 18, 2017, as well as the reform to Clause Second of the corporate bylaws of said insurance institution, resulting from the change of denomination of its majority shareholder HDI-Gerling America Insurance Company to HDI Global Insurance Company, as well as that of its minority shareholder HDI-Gerling Welt Service AG to HDI Global Network AG, in terms of what was agreed in the minutes of the Extraordinary General Meeting of Shareholders held on January 28, 2016, which was attached to its written document of February 2, 2016; likewise, it approved the comprehensive reform of the bylaws of the insurance institution in question, in accordance with the draft corporate bylaws submitted by written document of January 18, 2017, and instructed that institution to send the original and a notarially certified copy of the first testimony of the deed of protocolization of the minutes of the Extraordinary General Meeting of Shareholders held regarding this matter.

II.3.
Through Official Letter 06-C00-41100/14485 of March 29, 2019, this Commission received the first testimony and a notarially certified copy of public deed number 47,935 of December 12, 2017, granted before the notary Lic. Horacio Aguilar Álvarez de Alba, Holder of Public Notary Number 102 of the State of Mexico, in which the protocolization of the minutes of the Extraordinary General Meeting of Shareholders held on January 28, 2016, is recorded, in which the comprehensive reform to the corporate bylaws of HDI-Gerling de México Seguros, S.A. was agreed upon.

III.
As a result of the Background presented, the National Insurance and Surety Commission presented to its Authorizations Committee the proposal to modify the authorization of HDI-Gerling de México Seguros, S.A., in order to carry out the following:

• The change of its foreign financial institution, that is, from Gerling America Insurance Company to HDI-Gerling America Insurance Company (currently HDI Global Insurance Company).

• The change of denomination of HDI-Gerling de México Seguros, S.A. to HDI Global Seguros, S.A., as well as the change of denomination of its majority shareholder HDI-Gerling America Insurance Company to HDI Global Insurance Company, and of its minority shareholder HDI-Gerling Welt Service AG to HDI Global Network AG.

• The elimination of the reference "Earthquake", because according to articles 25, section III, subsection j), and 27, section XV, of the Law of Insurance and Surety Institutions, in the branch of Catastrophic Risks, earthquake risks are included.

• The update of the denomination of the headquarters of the social domicile of that institution, substituting the words "Federal District" with "Mexico City", in accordance with the "Decree declaring reforms and derogations of various provisions of the Political Constitution of the United Mexican States, in matters of the political reform of Mexico City", published in the Official Gazette of the Federation on January 29, 2016.

• Modification of the provisions regarding the amount of social capital held by that institution, in order to state that its capital must be expressed in Investment Units and paid in national currency as ordered by article 49, first paragraph, of the Law of Insurance and Surety Institutions.

IV.
The aforementioned modification was submitted to the consideration of the Board of Directors of the National Insurance and Surety Commission in its session 207 of April 30, 2019, which, taking into account the favorable opinion issued by its Authorizations Committee, agreed as follows:

« UNIQUE.- The authorization granted to HDI-Gerling de México Seguros, S.A. is MODIFIED, in order to reflect the modification made in the corporate bylaws of said institution, described below:

« Change of its foreign financial institution, that is, from Gerling America Insurance Company to HDI-Gerling America Insurance Company.

« Change of denomination of HDI-Gerling de México Seguros, S.A. to HDI Global Seguros, S.A., as well as the change of denomination of its majority shareholder HDI-Gerling America Insurance Company to HDI Global Insurance Company, and of its minority shareholder HDI-Gerling Welt Service AG to HDI Global Network AG.

« The elimination of the reference "Earthquake", because according to articles 25, section III, subsection j), and 27, section XV, of the Law of Insurance and Surety Institutions, in the branch of Catastrophic Risks, earthquake risks are included.

« The update of the denomination of the headquarters of the social domicile of that institution, substituting the words "Federal District" with "Mexico City", in accordance with the "Decree declaring reforms and derogations of various provisions of the Political Constitution of the United Mexican States, in matters of the political reform of Mexico City", published in the Official Gazette of the Federation on January 29, 2016.

« Modification of the provisions regarding the amount of social capital held by that institution, in order to state that its capital must be expressed in Investment Units and paid in national currency as ordered by article 49, first paragraph, of the Law of Insurance and Surety Institutions.

« This is based on articles 11, 75 and 369, section II, of the Law of Insurance and Surety Institutions. »

CONSIDERATIONS

FIRST.- That article 369, section II, of the Law of Insurance and Surety Institutions, provides that it is the competence of the Board of Directors of this Commission, among others, to modify the authorizations to organize, operate and function as an insurance institution.

SECOND.- That as a result of the resolution issued in the aforementioned Official Letters 06-C00-41100/55588 of November 14, 2019 and 06-C00-41100/49214 of August 29, 2017, the terms of the authorization granted to that insurance institution must be modified.

THIRD.- That in terms of what is stated in Background IV of this Official Letter, the Board of Directors of this Commission in its Session 207, agreed to modify the bases of the authorization granted to that insurance institution.

In view of the foregoing, the following are issued:

RESOLUTIONS

FIRST.- Due to what is stated in Backgrounds I and III of this Official Letter, the Preamble and Article First of the authorization granted to HDI-Gerling de México Seguros, S.A. to operate as an insurance institution are modified, leaving the indicated parts in the following terms:

« AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT THROUGH THE NATIONAL INSURANCE AND SURETY COMMISSION TO HDI-GERLING DE MÉXICO SEGUROS, S.A., TO ORGANIZE AND FUNCTION AS AN INSURANCE INSTITUTION SUBSIDIARY OF HDI-GERLING AMERICA INSURANCE COMPANY, OF CHICAGO, ILLINOIS, UNITED STATES OF AMERICA, IN THE FOLLOWING TERMS:

" ARTICLE FIRST.- In exercise of the power conferred by articles 5 and 33-C of the repealed General Law of Insurance and Mutual Societies to the Ministry of Finance and Public Credit, and which from April 4, 2015, are conferred by articles 11 and 75 of the Law of Insurance and Surety Institutions to the National Insurance and Surety Commission, authorization is granted to HDI-Gerling de México Seguros, S.A. to operate as an insurance institution subsidiary of HDI-Gerling America Insurance Company, of Chicago, Illinois, United States of America.

« ... ». »

SECOND.- Due to what is stated in Backgrounds II and III of this Official Letter, the Preamble, Articles First, Second and Third, bases I, II and III, of the authorization granted to HDI-Gerling de México Seguros, S.A. to operate as an insurance institution are modified, leaving the indicated parts in the following terms:

« AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT THROUGH THE NATIONAL INSURANCE AND SURETY COMMISSION TO HDI GLOBAL SEGUROS, S.A., TO ORGANIZE AND FUNCTION AS AN INSURANCE INSTITUTION SUBSIDIARY OF HDI GLOBAL INSURANCE COMPANY, OF CHICAGO, ILLINOIS, UNITED STATES OF AMERICA, IN THE FOLLOWING TERMS:

« ARTICLE FIRST.- In exercise of the power conferred by articles 5 and 33-C of the repealed General Law of Insurance and Mutual Societies to the Ministry of Finance and Public Credit, and which from April 4, 2015, are conferred by articles 11 and 75 of the Law of Insurance and Surety Institutions to the National Insurance and Surety Commission, authorization is granted to HDI Global Seguros, S.A. to operate as an insurance institution subsidiary of HDI Global Insurance Company, of Chicago, Illinois, United States of America.

« ARTICLE SECOND.- The insurance institution is authorized to practice in the Mexican Republic the operation of property insurance, in the branches of civil liability and professional risks, maritime and transports, fire, miscellaneous and catastrophic risks.

« ARTICLE THIRD.- The subsidiary insurance institution shall 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 Societies, and to the other laws applicable to it, and in particular, to the following bases:

« I.- The denomination shall be HDI Global Seguros, S.A., followed by the words Sociedad Anónima or its abbreviation S.A.

« II.- The subsidiary insurance institution must have the minimum paid capital determined for the year in question, for each operation or branch it is authorized to have, expressed in Investment Units and which must be paid in national currency, as ordered by article 49, first paragraph, of the Law of Insurance and Surety Institutions.

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

« ... ». »

THIRD.- The authorization granted to HDI-Gerling de México Seguros, S.A. to organize and operate as an insurance institution, after the modification indicated in Resolutions First and Second, remains entirely in the following terms:

« AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT THROUGH THE NATIONAL INSURANCE AND SURETY COMMISSION TO HDI GLOBAL SEGUROS, S.A., TO ORGANIZE AND FUNCTION AS AN INSURANCE INSTITUTION SUBSIDIARY OF HDI GLOBAL INSURANCE COMPANY, OF CHICAGO, ILLINOIS, UNITED STATES OF AMERICA, IN THE FOLLOWING TERMS:

« ARTICLE FIRST.- In exercise of the power conferred by articles 5 and 33-C of the repealed General Law of Insurance and Mutual Societies to the Ministry of Finance and Public Credit, and which from April 4, 2015, are conferred by articles 11 and 75 of the Law of Insurance and Surety Institutions to the National Insurance and Surety Commission, authorization is granted to HDI Global Seguros, S.A. to operate as an insurance institution subsidiary of HDI Global Insurance Company, of Chicago, Illinois, United States of America.

« ARTICLE SECOND.- The insurance institution is authorized to practice in the Mexican Republic the operation of property insurance, in the branches of civil liability and professional risks, maritime and transports, fire, miscellaneous and catastrophic risks.

« ARTICLE THIRD.- The subsidiary insurance institution shall 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 Societies, and to the other laws applicable to it, and in particular, to the following bases:

« I.- The denomination shall be HDI Global Seguros, S.A., followed by the words Sociedad Anónima or its abbreviation S.A.

« II.- The subsidiary insurance institution must have the minimum paid capital determined for the year in question, for each operation or branch it is authorized to have, expressed in Investment Units and which must be paid in national currency, as ordered by article 49, first paragraph, of the Law of Insurance and Surety Institutions.

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

« ARTICLE FOURTH.- By its very nature, this authorization is non-transferable. »

FOURTH.- These resolutions 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 and twenty days following the date of their notification to HDI Global Seguros, S.A. (formerly HDI-Gerling de México Seguros, S.A.), in terms of what is provided in article 75, second paragraph, in relation to article 11 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 petitioner contained in the written documents submitted and are limited exclusively to the modification of the authorization originally granted to HDI-Gerling de México Seguros, S.A., in the terms described that, 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 from other financial, administrative, tax or any other authorities, in terms of current regulations, nor do they validate the legality or validity thereof in case such authorization or approval is not obtained.

You are hereby informed of the foregoing, based on articles 11, 75, 369, section II, 370, last paragraph, and 372, section XLI, of the Law of Insurance and Surety Institutions, as well as articles 6 and 9 of the Internal Regulations of the National Insurance and Surety Commission.

Respectfully,

Mexico City, May 3, 2019.- The President of the National Insurance and Surety Commission, Ricardo Ernesto Ochoa Rodríguez.- Rubric.

(R.- 483133)

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