Official Letter Modifying the Authorization Granted to Sompo Seguros Mexico, S.A. de C.V.

DOF: 18/12/2020

OFFICIAL LETTER modifying the authorization granted to Sompo Seguros Mexico, 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 Insurance and Bonds Commission.- Presidency.- File:

C00.411.13.2.1-S0093"18".- Official Letter No. 06-C00-41100-08217/2020.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.

SUBJECT:

The authorization granted to Sompo
Seguros Mexico, S.A. de C.V. is modified.

SOMPO SEGUROS MEXICO, S.A. DE C.V.

Andres Bello No. 45, Floor 24

Col. Polanco

Miguel Hidalgo Municipality

C.P. 11560, Mexico City

The Federal Government through the National Insurance and Bonds Commission, and 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, 75, 369, fraction II, 370, last paragraph, 372, fraction XLI, and 373 of the Law of Insurance and Bonds Institutions, as well as in articles 4 fractions I and II, 6 and 9 of the Internal Regulations of the National Insurance and Bonds Commission, issues these Resolutions in attention to the following Background and Considerations:

BACKGROUND

FIRST.- Yasuda Kasai Mexico, Insurance Company, S.A. de C.V. (now Sompo Seguros Mexico, S.A.

of C.V.), was authorized by the Ministry of Finance and Public Credit through Official Letter 366-IV-936 of January 26,

1998, published in the Official Gazette of the Federation on April 8, 1998, to organize and

function as an insurance institution, subsidiary of The Yasuda Fire & Marine Insurance Company of America, of

New York, New York, United States of America. This authorization was last modified by

this Commission through Official Letter 06-C00-41100/47225 of September 6, 2018, published in the same

Gazette on December 17, 2018.

SECOND.- By written document of September 3, 2018, Mr. Junji Hisano, legal representative of Sompo

Seguros Mexico, S.A. de C.V., requested the approval of this Commission to comprehensively reform the

bylaws of said institution, in accordance with the draft minutes of the extraordinary general meeting of

shareholders of March 5, 2018.

THIRD.- By written document of May 8, 2019, Sompo Seguros Mexico, S.A. de C.V., requested the

approval of this Commission to reform clause sixth of its bylaws resulting from the increase

of its share capital in the fixed part by the amount of $830,000.00 M.N. (Eight hundred thirty thousand pesos 00/100

M.N.) so that said institution complies with the minimum paid capital established by the Law of Insurance

and Bonds Institutions.

FOURTH.- By official letter 06-C00-41100-24143/2019 of May 23, 2019, this Commission approved the

comprehensive reform of the bylaws of that institution in the terms of the draft minutes of the extraordinary general meeting of

shareholders of March 5, 2018.

FIFTH.- By official letter 06-C00-41100-54884/2019 of September 9, 2019, this Commission deemed

fulfilled the Resolutive by which the protocolization of the Assembly Minutes was ordered, where the comprehensive reform

of the bylaws of said institution is recorded, and instructed the registration of said instrument in the Public

Commerce Registry corresponding. In this sense, by official letter 06-C00-41100-65378/2019 of December 11,

2019, this Commission deemed presented the referred deed with registration data in the

aforementioned Public Commerce Registry.

SIXTH.- By official letter 06-C00-41100-47408/2019 of September 13, 2019, this Commission approved the

reform to clause sixth of the bylaws of that institution resulting from the increase of its share

capital in the fixed part to be established at $53 ' 830,000.00 M.N. (Fifty-three million eight hundred

thirty thousand pesos 00/100 M.N.), in the terms of the draft minutes of the extraordinary general meeting of

shareholders of April 29, 2019.

SEVENTH.- By official letter 06-C00-41000-62507/2019 of November 13, 2019, this Commission deemed

fulfilled the resolutive by which the protocolization of the assembly minutes was ordered, where the reform to

clause sixth of the bylaws of that institution is recorded, and instructed the registration of said instrument in the

Public Commerce Registry corresponding.

EIGHTH.- By written document of February 7, 2020, Sompo Seguros Mexico, S.A. de C.V., requested from this

Commission an extension of the deadline established to submit public deed number 112,052 of October 9

2019, where the reform to clause sixth of the bylaws of that institution is recorded, with data

of registration in the Public Commerce Registry; said extension was granted by this Decentralized Body

through Official Letter 06-C00-41100-02658/2020 of February 14, 2020.

NINTH.- As a result of what is set forth in Backgrounds Second to Eighth, the National Commission of

Insurance and Bonds presented before its Authorizations Committee, the proposal for modification of the authorization

of Sompo Seguros Mexico, S.A. de C.V., in order to eliminate the reference "Earthquake", in virtue of that

according to articles 25, fraction III, subsection j), and 27, fraction XV, of the Law of Insurance Institutions and of

Bonds, in the branch of Catastrophic Risks earthquake risks are included; as well as 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 of

January 29, 2016.

TENTH.- The aforementioned modification was submitted to the consideration of the Board of Directors of the National

Insurance and Bonds Commission in its Session 214 of April 28, 2020, which, taking into consideration the

favorable opinion issued by the Authorizations Committee of the same Commission in its session of April 21

2020, agreed as follows:

«UNIQUE.- THE AUTHORIZATION granted to Sompo Seguros Mexico, S.A. de

C.V., is MODIFIED, in order to reflect the adjustments made in the bylaws of

said institution as described below:

• The elimination of the reference "Earthquake", in virtue of that according to

articles 25, fraction III, subsection j), and 27, fraction XV, of the LISF, in the branch of

Catastrophic Risks earthquake risks are included.

• 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 DOF on January 29

2016.

This is based on articles 11, 49, 75 and 369, fraction II, of the LISF.»

CONSIDERATIONS

FIRST.- That article 369, fraction II, of the Law of Insurance Institutions and of Bonds, provides that

it is the competence of the Board of Directors of this Commission to modify the authorizations to organize,

operate and function as an insurance institution.

SECOND.-

That in terms of what is stated in the Backgrounds of this Official Letter, the Board of

Directors of this Commission in its session 214 of April 28, 2020, agreed to modify the bases of the

authorization granted to that insurance institution.

In view of the foregoing, the following are issued:

RESOLUTIONS

FIRST.- ARTICLES Second and Third, fraction III, of the authorization granted to

Sompo Seguros Mexico, S.A. de C.V., are MODIFIED, in the following terms:

" ARTICLE SECOND.- The subsidiary insurance institution is authorized to

practice in the Mexican Republic the operation of damages, in the branches of

civil liability and professional risks, maritime and transports, fire,

automobiles, miscellaneous, as well as catastrophic risks. "

" ARTICLE THIRD.- ...

...

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

SECOND.- The authorization granted to Sompo Seguros Mexico, S.A. de C.V. , to organize and

function as a subsidiary insurance institution, after the modification indicated in the resolutive above,

remains in its entirety in the following terms:

« AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO SOMPO SEGUROS

MEXICO, S.A. DE C.V., FOR IT TO FUNCTION AS AN INSTITUTION OF

INSURANCE SUBSIDIARY OF SOMPO AMERICA INSURANCE COMPANY, OF NEW

YORK, UNITED STATES OF AMERICA, IN THE FOLLOWING TERMS:

ARTICLE FIRST.- In exercise of the power conferred on the Federal Government by the

articles 5, 33-A, 33-B and 33-C 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 75 of the Law of Institutions

of Insurance and Bonds, to the National Insurance and Bonds Commission, Sompo Seguros Mexico, S.A. de C.V., is authorized

to function as a subsidiary insurance institution of Sompo America Insurance Company, of New York, United States of

America.

ARTICLE SECOND.- The subsidiary insurance institution is authorized to practice

in the Mexican Republic the operation of damages, in the branches of civil

liability and professional risks, maritime and transports, fire, automobiles, miscellaneous,

as well as catastrophic risks.

ARTICLE THIRD.- In what is not expressly stated by this resolution,

the authorized subsidiary insurance institution shall be subject to the North American Free Trade Agreement, celebrated by the United States of America,

Canada and the United Mexican States, to the Law of Insurance Institutions and of

Bonds, as well as to the provisions derived from it, to the General Law of

Commercial Societies, to the Rules for the Establishment of Subsidiaries of

Foreign Financial Institutions, and to the other norms that by their nature,

are applicable to it, and in particular, to the following bases:

I.- The denomination shall be Sompo Seguros Mexico, followed by the words Sociedad

Anonima de Capital Variable or its abbreviations, S.A. de C.V.

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

a) The institution must have the minimum paid capital determined for

the year in question, for each operation or branch it has authorized, which

must be expressed in Investment Units and must be covered in national

currency, in terms of article 49, first paragraph, of the Law of Insurance Institutions

and of Bonds.

b) The amount of variable capital with right to withdrawal in no case may be

higher than the paid capital without right to withdrawal.

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

ARTICLE FOURTH.- 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 newspapers of

wide circulation from the social domicile of the institution, within one hundred twenty days following the date

of

notification to Sompo Seguros Mexico, S.A. de C.V.,

in terms of what is provided in articles 11

and 75 of

the Law of Insurance Institutions and of Bonds, 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 granted to

that insurance institution, in the terms described which in accordance with the applicable provisions

fall within the competence to resolve by this Commission, and do not prejudge any act that said society carries out and that

implies prior authorization or approval of other financial, administrative, tax or of

any other nature authorities, in terms of current regulations, nor do they validate the legality or validity of the

same in case said authorizations or approvals are not obtained.

This is brought to your knowledge, the foregoing 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, 75, 369, fraction II, 370,

last paragraph, 372,

fraction XLI, and 373 of the Law of Insurance Institutions and of Bonds, in articles 4 fractions I and II, 6 and 9

of the Internal Regulations of the National Insurance and Bonds Commission.

Respectfully,

Mexico City, April 30, 2020. - The President of the National Insurance and Bonds Commission,

Ricardo Ernesto Ochoa Rodriguez.- Signature.

(R.- 501675)

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