Official Letter Modifying the Authorization Granted to QBE de Mexico Compania de Seguros, S.A. de C.V. Due to Change of Corporate Name

DOF: 13/02/2019

OFFICIAL LETTER modifying the authorization granted to QBE de Mexico Compañía de Seguros, S.A. de C.V.

A seal bearing the National Coat of Arms appears on the margin, stating: United Mexican States.- 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-S0037 " 18 ".- Official Letter No. 06-C00-41100/56520.

SUBJECT:

The authorization granted to QBE de Mexico Compañía de Seguros, S.A. de C.V. is modified, due to the change of its corporate name and other matters.

QBE DE MEXICO COMPAÑÍA DE SEGUROS, S.A. DE C.V.
(In the process of transformation to Zurich Aseguradora Mexicana, S.A. de C.V.)

Javier Barrios Sierra 540, 4th Floor, Park Plaza I Santa Fe Neighborhood Álvaro Obregón Municipality 01210, Mexico City

Attention:
Lic. Lilian Morales Rubio
Legal Representative

The Federal Government, through the National Insurance and Surety Commission, and prior to the Agreement of its Board of Directors, based on articles 11, 66, 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

1. QBE de Mexico Compañía de Seguros, S.A. de C.V. was authorized by the Ministry of Finance and Public Credit to function and operate as an insurance institution, through Official Letter 102-E-366-DGSV-I-B-a-3904 of August 9, 1990. This authorization was last modified by this National Insurance and Surety Commission through Official Letter No. 06-C00-41100/69357 of December 15, 2017, published in the Official Gazette of the Federation on March 15, 2018, and its clarifying note published in the cited Federal Dissemination Organ on August 23, 2018.

2. Through writings dated April 6, May 17 and 28, and June 1, 11, 13, 19, 20 and 29, 2018, Lics. Lilian Morales Rubio and Mauricio Malo González, in their capacity as legal representatives of QBE de Mexico Compañía de Seguros, S.A. de C.V., and Zurich Insurance Company Limited, respectively, requested authorization from this Decentralized Body so that:
   (i) Zurich Insurance Company Ltd acquires all but one of the shares representing the corporate capital of the aforementioned insurer, which are owned by QBE Latin America Insurance Holdings Pty Limited; (ii) Modify the authorization granted to QBE de Mexico Compañía de Seguros, S.A. de C.V. to operate as an insurance institution, in order to reflect that its Foreign Financial Institution will be Zurich Insurance Company Limited; and (iii) Carry out a comprehensive reform of the corporate bylaws of QBE de Mexico Compañía de Seguros, S.A. de C.V., which includes the change of the name of said insurer.

3. As a result of the above, the Board of Directors of this Commission, in its extraordinary session 202 of August 13, 2018, taking into consideration the favorable opinion issued by the Authorizations Committee of the said collegiate body, in its extraordinary session held on August 7, 2018, based on the provisions of articles 80, 81 and 369, section II, of the Law of Insurance and Surety Institutions, agreed to grant the requested authorizations.

4. With Official Letter 06-C00-41100/44198 of August 14, 2018, this Commission:

• Authorized, in accordance with the scheme presented, the acquisition by Zurich Insurance Company Limited of 99.99% of the shares representing the corporate capital of QBE de Mexico Compañía de Seguros, S.A. de C.V.
• Based on article 66 of the Law of Insurance and Surety Institutions, approved the comprehensive reform of the corporate bylaws of QBE de Mexico Compañía de Seguros, S.A. de C.V., according to the Unanimous Resolutions adopted outside of an Extraordinary General Meeting by all shareholders of said institution, which includes the change of the name of said insurer, the project of which was sent as an annex to the request writing of April 6, 2018.

5. Additionally, by Official Letter 06-C00-41100/44198 of August 14, 2018, this Decentralized Body of the Ministry of Finance and Public Credit authorized, in accordance with the scheme presented, the alienation by sale by QBE Latin America Insurance Holdings Pty Ltd of 99.99% of the shares representing the corporate capital of QBE de Mexico Compañía de Seguros, S.A. de C.V., in favor of Zurich Insurance Company Ltd.

6. As a consequence of the above, through a writing dated September 4, 2018, Lic. Lilian Morales Rubio, on behalf of QBE de Mexico Compañía de Seguros, S.A. de C.V., submitted the first testimony and a notarially certified copy of public deed number 39,583 of August 31, 2018, granted before the notary of Lic. Pedro Vázquez Nava, holder of Public Notary Office number 70 with exercise in this Mexico City, in which the protocolization of the Unanimous Resolutions adopted outside of an Extraordinary General Meeting by all shareholders of said institution is recorded, held on August 31, 2018, in which, among other things, the comprehensive reform of the corporate bylaws of the referred institution was approved, which includes the change of the name of said insurer to Zurich Aseguradora Mexicana, S.A. de C.V., as well as that said institution is a subsidiary of the Foreign Financial Institution "Zurich Insurance Company, Ltd", of Zurich, Switzerland.

7. In response to the aforementioned writing of September 4, 2018, this Commission by Official Letter No. 06-C00-41100/54300 of October 30, 2018, approved the public instrument described in the previous paragraph, having the Third Resolutive of diverse Official Letter No. 06-C00-41100/44198 of August 14, 2018 been fulfilled, by which the protocolization of the aforementioned Unanimous Resolutions was instructed, ordering their registration in the corresponding Public Commerce Registry.

8. As a result of the foregoing in the preceding paragraphs, the National Insurance and Surety Commission presented to the Authorizations Committee of the Board of Directors of said Commission, the proposal to modify the bases of the authorization of QBE de Mexico Compañía de Seguros, S.A. de C.V., in order to reflect the modifications made in the corporate bylaws of said institution, which are described below:

• To state that its new name will be "Zurich Aseguradora Mexicana, S.A. de C.V.", as well as that it is a subsidiary of the Foreign Financial Institution "Zurich Insurance Company, Ltd", of Zurich, Switzerland.

9. The aforementioned modification was submitted to the consideration of the Board of Directors of the National Insurance and Surety Commission in its session 205 of November 29, 2018, which, taking into consideration the favorable opinion issued by the Authorizations Committee of the same Commission, agreed as follows:

"SINGLE.- The bases of the authorization granted to QBE de Mexico Compañía de Seguros, S.A. de C.V. are MODIFIED, in order to reflect the modifications made in the corporate bylaws of said institution, which are described below:
"To state that its new name will be "Zurich Aseguradora Mexicana, S.A. de C.V.", as well as that it is a subsidiary of the Foreign Financial Institution "Zurich Insurance Company, Ltd", of Zurich, Switzerland. "

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 Letter 06-C00-41100/44198 of August 14, 2018, the terms of the authorization granted to that insurance institution must be modified.

In view of the above, the following are issued:

RESOLUTIONS

FIRST.- The Preamble and Articles First and Third, Base I, of the authorization granted to that institution to operate as a subsidiary insurance institution are modified, with the indicated parts remaining in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO ZURICH ASEGURADORA MEXICANA, S.A. DE C.V., TO ORGANIZE AND OPERATE AS A SUBSIDIARY INSURANCE INSTITUTION OF THE FOREIGN FINANCIAL INSTITUTION ZURICH INSURANCE COMPANY, LTD, OF ZURICH, SWITZERLAND, 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 Insurance Companies 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 Zurich Aseguradora Mexicana, S.A. de C.V., to operate as a subsidiary insurance institution of the foreign financial institution Zurich Insurance Company, Ltd, of Zurich, Switzerland.

"...

"ARTICLE THIRD.- The subsidiary insurance institution shall be subject to the Free Trade Treaty, celebrated by the United Mexican States with the European Free Trade Association (EFTA), to the provisions of the Law of Insurance and Surety Institutions, as well as those derived therefrom, 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 shall be Zurich Aseguradora Mexicana, followed by the words Sociedad Anónima de Capital Variable, or its abbreviations, S.A. de C.V.

" ..."

SECOND.- The authorization granted to that institution to organize and operate as a subsidiary insurance institution, after the modification indicated in the previous Resolutive, remains entirely in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO ZURICH ASEGURADORA MEXICANA, S.A. DE C.V., TO ORGANIZE AND OPERATE AS A SUBSIDIARY INSURANCE INSTITUTION OF THE FOREIGN FINANCIAL INSTITUTION ZURICH INSURANCE COMPANY, LTD, OF ZURICH, SWITZERLAND, 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 Insurance Companies 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 Zurich Aseguradora Mexicana, S.A. de C.V., to operate as a subsidiary insurance institution of the foreign financial institution Zurich Insurance Company, Ltd, of Zurich, Switzerland.

"ARTICLE SECOND.- The subsidiary insurance institution is authorized to practice in the Mexican Republic life insurance, accident and illness insurance, in the lines of personal accidents and medical expenses, damage in the lines of civil liability and professional risks, maritime and transport, fire, agricultural and animal, automobile, credit in reinsurance, miscellaneous, and catastrophic risks.

"ARTICLE THIRD.- The subsidiary insurance institution shall be subject to the Free Trade Treaty, celebrated by the United Mexican States with the European Free Trade Association (EFTA), to the provisions of the Law of Insurance and Surety Institutions, as well as those derived therefrom, 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 shall be Zurich Aseguradora Mexicana, followed by the words Sociedad Anónima de Capital Variable, or its abbreviations, S.A. de C.V.

"II.- The subsidiary insurance institution must have the minimum paid-in capital determined for the year in question, for each operation or line, that 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.

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

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

THIRD.- These resolutions must be published in the Official Gazette of the Federation and in two widely circulated newspapers from the corporate domicile of the institution, within one hundred twenty days following the date of notification to that institution, in terms of what is provided in article 11, last paragraph, in relation to article 75, both 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 writings submitted and are limited exclusively to the modification of the authorization granted to that institution, in the terms described which, in accordance with the applicable provisions, it is the competence of this Commission to resolve, and does not prejudge any act that said company carries out that implies prior authorization or approval from other financial, administrative, tax or any other authorities, in terms of current regulations, nor does it validate the legality or validity of the same in case such authorization or approval is not obtained.

The above is made known to you, 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,

Effective Suffrage. No Re-election.

Mexico City, November 30, 2018. - The President of the National Insurance and Surety Commission, Norma Alicia Rosas Rodríguez.- Rubric.

(R.- 477736)

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