Official Letter Modifying the Authorization Granted to QBE de Mexico Compañia de Seguros, S.A. de C.V. to Operate as an Insurance Institution

DOF: 15/03/2018

OFFICIAL LETTER modifying the authorization granted to QBE de Mexico Compañia de Seguros, S.A. de C.V., to operate as an insurance institution.

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- Ministry of Finance and Public Credit.- National Commission of Insurance and Sureties.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-Advisory Directorate.- File C00.411.13.2.1-S0037"15".- Official Letter No. 06-C00-41100/69357.

SUBJECT:

The authorization granted to

QBE

de Mexico Compañia de Seguros,

S.A. de

C.V. is modified.

QBE DE MEXICO COMPAÑIA DE SEGUROS, S.A. DE C.V.

Av. Mexico 61

Col. Hipodromo Condesa

Cuauhtemoc

06100, Mexico City

Attention:

Mr. Jaime Eduardo Ortiz Pallares

Legal Representative

The Federal Government through the National Commission of Insurance and Sureties, and after 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 Commission of Insurance and Sureties, issues these Resolutions in response to the following

Background and Considerations:

BACKGROUND

1.

QBE de Mexico Compañia 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 Official Letter 366-027/11 of March 9, 2011.

2.

With writing dated December 18, 2015, September 19, 2016, and October 2, 2017, Mr. Jaime Eduardo Ortiz Pallares, in his capacity as secretary of the board of directors of QBE de Mexico Compañia de Seguros, S.A. de C.V., submitted for approval by this Commission the comprehensive reform of the corporate bylaws of said institution, as agreed in the draft Resolutions Unanimous of the shareholders of the aforementioned insurer, taken outside of an Extraordinary General Shareholders' Meeting, which was sent with the request of merit; this, with the purpose of adapting the aforementioned bylaws to the Law of Insurance and Surety Institutions.

3.

Through Official Letter 06-C00-41100/62284 of November 13, 2017, this Commission approved the comprehensive reform of the corporate bylaws of QBE de Mexico Compañia de Seguros, S.A. de C.V., in the terms agreed in the protocolization of the Act of Unanimous Resolutions taken outside of an Extraordinary General Shareholders' Meeting of June 30, 2016, contained in public deed number 19,607 of September 19, 2016, granted before the notary of Lic. Alfonso Martin Leon Orantes, holder of Public Notary number 238 with exercise in this Mexico City, registered in the Public Registry of Property and Commerce on November 18, 2016, under commercial folio 1684*.

4.

As a result of what is stated in Background 2 and 3, the National Commission of Insurance and Sureties presented before the Authorization Committee of said Commission, the proposal to modify the bases of the authorization of QBE de Mexico Compañia de Seguros, S.A. de C.V., in order to eliminate the words "Federal District" from its social domicile, in accordance with the "Decree by which various provisions of the Political Constitution of the United Mexican States are declared reformed and repealed, in matters of the political reform of Mexico City", published in the Official Gazette of the Federation on January 29, 2016; as well as to eliminate the reference to the line of "Earthquake" in the operation of damages of its corporate object, in view of that according to articles 25, section III, subsection j), and 27, section XV, of the Law of Insurance and Surety Institutions, in the line of Catastrophic Risks, earthquake risks are included, and to carry out the modification relative to the amount of the social capital with which said institution counts, in order to state that its capital must be expressed in Investment Units and be covered in national currency, as ordered by article 49, first paragraph, of the Law of Insurance and Surety Institutions.

5.

The aforementioned modification was submitted to the consideration of the Board of Directors of the National Commission of Insurance and Sureties in its session 198 of December 14, 2017, which, taking into consideration the favorable opinion issued by the Authorization Committee of the same Commission, agreed as follows:

"UNIQUE.- The bases of the authorization granted to QBE de Mexico

Compañia 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:

"a) The elimination of the words "Federal District" from its social domicile, in accordance

with the "Decree by which various provisions of the

Political Constitution of the United Mexican States are declared reformed and repealed, in matters of the political reform of

Mexico City", published in the Official Gazette of the Federation on January 29 of

2016.

"b) The elimination of the reference "Earthquake", in virtue that according to articles

25, section III, subsection j), and 27, section XV, of the Law of Insurance and Surety

Institutions, in the line of "catastrophic risks" earthquake risks are included.

"c) Eliminate the reference to the amount of capital of said insurance institution, substituting it

by a wording that establishes that the institution must have the minimum

paid capital that is determined for the year in question, for each operation or line that it has

authorized, which must be expressed in Investment Units and covered in national currency, in terms of article 49, first paragraph, of the Law of Insurance and Surety

Institutions.

"The foregoing in accordance with what is provided in article 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 for

organize, operate and function as an insurance institution.

SECOND.- That as a result of the resolution issued in the aforementioned Official Letter 06-C00-41100/62284 of November 13,

2017, the terms of the authorization granted to that insurance institution must be modified.

In view of the foregoing, the following are issued:

RESOLUTIONS

FIRST.- The Preamble and Articles First, Second and Third, Bases II and III, of the

authorization granted to QBE de Mexico Compañia de Seguros, S.A. de C.V., to operate as an institution

of insurance, are modified, leaving the indicated parts in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO QBE DE MEXICO

COMPANIA DE SEGUROS, S.A. DE C.V., TO ORGANIZE AND FUNCTION AS

INSURANCE INSTITUTION BRANCH ... , IN THE FOLLOWING TERMS:

"ARTICLE FIRST.- In exercise of the faculty 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, confer articles

11 and 75 of the Law of Insurance and Surety Institutions to the National Commission of

Insurance and Sureties, authorization is granted to QBE de Mexico Compañia de Seguros, S.A. de

C.V.,

to operate as an insurance institution branch ...

"ARTICLE SECOND.- The branch insurance institution is authorized to practice in the

Mexican Republic life insurance operations, accident and illness insurance, in the

lines of personal accidents and medical expenses, of damages, in the lines of

civil liability and professional risks, maritime and transport, fire, agricultural and

animals, automobiles, credit in reinsurance, miscellaneous, and catastrophic risks.

"ARTICLE THIRD.- The branch insurance institution shall be subject to the provisions of the

Law of Insurance and Surety Institutions, as well as those derived from it, to the

General Law of Commercial Companies, and to the other laws applicable to it and, in

particular, to the following bases:

"...

"II.- The branch insurance institution must have the minimum

paid capital that is determined for the year in question, for each operation or line, that it has

authorized, expressed in Investment Units and that must be covered in national currency, as ordered by article 49, first paragraph, of the Law of Insurance and Surety Institutions.

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

"... ".

SECOND.- The authorization granted to QBE de Mexico Compañia de Seguros, S.A. de C.V., to

organize and operate as an insurance institution, after the modification indicated in the Resolutive

previous and taking into consideration the text that undergoes no modification whatsoever, issued at its time by the

Ministry of Finance and Public Credit, remains entirely in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO QBE DE MEXICO

COMPANIA DE SEGUROS, S.A. DE C.V., TO ORGANIZE AND FUNCTION AS

INSURANCE INSTITUTION BRANCH OF QBE HOLDINGS (AMERICAS) PTY, LIMITED, OF

AUSTRALIA, IN THE FOLLOWING TERMS:

"ARTICLE FIRST.- In exercise of the faculty 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, confer articles

11 and 75 of the Law of Insurance and Surety Institutions to the National Commission of

Insurance and Sureties, authorization is granted to QBE de Mexico Compañia de Seguros, S.A. de

C.V.,

to operate as an insurance institution branch of QBE Holdings (Americas) Pty,

Limited, of Australia.

"ARTICLE SECOND.- The branch insurance institution is authorized to practice in the

Mexican Republic life insurance operations, accident and illness insurance, in the

lines of personal accidents and medical expenses, of damages in the lines of

civil liability and professional risks, maritime and transport, fire, agricultural and

animals, automobiles, credit in reinsurance, miscellaneous, and catastrophic risks.

"ARTICLE THIRD.- The branch insurance institution shall be subject to the provisions of the

Law of Insurance and Surety Institutions, as well as those derived from it, to the

General Law of Commercial Companies, and to the other laws applicable to it and, in

particular, to the following bases:

"I.- The denomination shall be QBE de Mexico Compañia de Seguros, Variable Capital Anonymous Society.

"II.- The branch insurance institution must have the minimum

paid capital that is determined for the year in question, for each operation or line, that it has

authorized, expressed in Investment Units and that must be covered in national currency, as ordered by article 49, first paragraph, of the Law of Insurance and Surety Institutions.

"III.- The social domicile of the branch 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

newspapers of wide circulation from the social domicile of the institution, within one hundred and twenty days

following the date of their notification to QBE de Mexico Compañia de Seguros, S.A. de C.V., in terms of

what is provided in article 11, 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 sent and are limited exclusively to the modification of the authorization granted to

QBE de Mexico Compañia de Seguros, S.A. de C.V., in the terms described that in accordance with the

applicable provisions compete to resolve by this Commission, and does not prejudge any act that said

society carries out and that implies prior authorization or approval of other financial authorities,

administrative, tax or of any other nature, in terms of the current regulations, nor validates the

legality or validity of the same in case said authorizations or approvals are not obtained.

You are made aware 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 in the

articles 6 and 9 of the Internal Regulations of the National Commission of Insurance and Sureties.

Respectfully

Effective Suffrage. No Re-election.

Mexico City, December 15, 2017. - The President of the National Commission of Insurance and

Sureties, Norma Alicia Rosas Rodriguez. - Rubric.

(R. 464095)

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