Official Letter Modifying the Authorization Granted to Umbrella Compañía de Seguros, S.A. de C.V.

DOF: 11/09/2020

OFFICIAL LETTER modifying the authorization granted to Umbrella Compañía de Seguros, 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 Sureties Commission.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- File: C00.411.13.2.1-S0124"18".- Official No. 06-C00-41100-08218/2020.

SUBJECT:

The authorization granted to Umbrella Compañía de Seguros, S.A. de C.V. is modified.

UMBRELLA COMPAÑÍA DE SEGUROS, S.A. DE C.V.

Av. Netzahualcóyotl No. 1660 Int 101

Río Tijuana Urban Zone

C.P. 22010, Tijuana, Baja California, Mexico

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

BACKGROUND

FIRST.- Umbrella Compañía de Seguros, S.A. de C.V., was authorized by the Ministry of Finance and Public Credit through Resolution 100.-101 of December 16, 2014, published in the Official Gazette of the Federation on March 6, 2015, to organize and operate as an insurance institution.

SECOND.- By writings received by this Commission on December 19, 2018, February 13, April 9, May 29, August 28, September 25 and November 29, 2019, Lic. Karla Paola Alvarado Nieto, legal representative of Umbrella Compañía de Seguros, S.A. de C.V., requested approval from this Commission to comprehensively reform the corporate bylaws of said institution, including an increase in its non-withdrawable social capital, under the terms of the draft minutes of the extraordinary general shareholders' meeting attached to its request.

THIRD.- By official letter 06-C00-41100-08140/2019 of March 5, 2019, this Commission approved the reform to article sixth of the corporate bylaws of Umbrella Compañía de Seguros, S.A. de C.V., under the terms of the draft minutes of the extraordinary general shareholders' meeting sent as an annex to its request, where it is recorded, among other things, the increase in its minimum non-withdrawable capital by an amount of $8 '000,000.00 M.N. (Eight million pesos 00/100 M.N.) so that the minimum non-withdrawable capital increased from $9 '000,000.00 M.N. (Nine million pesos 00/100 M.N.) to $17 '000,000.00 M.N. (Seventeen million pesos 00/100 M.N.).

FOURTH.- By official letter 06-C00-41100-27979/2019 of June 3, 2019, this Commission approved the comprehensive reform of the corporate bylaws of Umbrella Compañía de Seguros, S.A. de C.V., under the terms of the draft minutes of the extraordinary general shareholders' meeting sent as an annex to its writing of April 9, 2019.

FIFTH.- By official letter 06-C00-41100-35273/2019 of June 26, 2019, this Commission deemed fulfilled the Resolutive by which it ordered that institution to partially notarize the minutes of the extraordinary general shareholders' meeting, where it is recorded, among other things, the increase in its minimum non-withdrawable capital by an amount of $8 '000,000.00 M.N. (Eight million pesos 00/100 M.N.) so that the non-withdrawable capital increased from $9 '000,000.00 M.N. (Nine million pesos 00/100 M.N.) to $17 '000,000.00 M.N. (Seventeen million pesos 00/100 M.N.) and instructed the registration of said instrument in the corresponding Public Registry of Commerce. In this regard, by official letter 06-C00-41000-62231/2019 of November 7, 2019, this Commission deemed presented the aforementioned deed with registration data in the aforementioned Public Registry of Commerce.

SIXTH.- Through official letter 06-C00-41000-59472/2019 of October 9, 2019, this Commission deemed fulfilled the Resolutive by which the partial notarization of the minutes of the extraordinary general shareholders' meeting was ordered, where the comprehensive reform of the corporate bylaws of Umbrella Compañía de Seguros, S.A. de C.V. is recorded, and instructed the registration of said instrument in the corresponding Public Registry of Commerce.

SEVENTH.- By Official Letter 06-C00-41100-65742/2019 of December 17, 2019, this Commission deemed presented public deed 205,512 of August 22, 2019, which contains the comprehensive reform to the corporate bylaws of that insurance institution, with registration data in the Public Registry of Commerce.

EIGHTH.- As a result of what is stated in Backgrounds first to seventh, the National Insurance and Sureties Commission presented before its Authorizations Committee, the proposal to modify the authorization of Umbrella Compañía de Seguros, S.A. de C.V., in order to substitute references to the General Law of Insurance Institutions and Mutual Societies with the corresponding references to the Law of Insurance Institutions and Sureties.

NINTH.- The aforementioned modification was submitted to the consideration of the Board of Directors of the National Insurance and Sureties 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 Umbrella Seguros is MODIFIED, in order to reflect the adjustments made in the corporate bylaws of said institution which are described below:

The substitution of references to the General Law of Insurance Institutions and Mutual Societies with the corresponding references to the Law of Insurance Institutions and Sureties.

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

CONSIDERATIONS

FIRST.- That article 369, fraction II, of the Law of Insurance Institutions and Sureties, 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.- THE Proem as well as Articles Second, Third, Fifth, Sixth and Seventh, of the authorization granted to Umbrella Compañía de Seguros, S.A. de C.V., are MODIFIED, under the following terms:

" In exercise of the faculty conferred 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 Insurance and Sureties Commission, grants authorization under the following terms:

" ...

" Second.- Umbrella Compañía de Seguros, S.A. de C.V., is authorized, in terms of what is provided in article 25, fraction II, subsection a) of the Law of Insurance Institutions and Sureties, to practice the operation of "Accidents and illnesses" insurance, in the line of "Personal accidents".

" Third.- Umbrella Compañía de Seguros, S.A. de C.V., 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 which must be covered in national currency, in terms of article 49, first paragraph, of the Law of Insurance Institutions and Sureties.

" ...

" Fifth.- Umbrella Compañía de Seguros, S.A. de C.V., is subject to the Law of Insurance Institutions and Sureties, to the provisions emanating from it, to the General Law of Commercial Societies, and the rest of the legislation, norms and regulation, that by their very nature, are applicable to it.

" Sixth.- The insurance institution is subject to the inspection and supervision of the National Insurance and Sureties Commission in accordance with article 389 of the Law of Insurance Institutions and Sureties.

" Seventh.- This authorization by its very nature is non-transferable. "

SECOND.- The authorization granted to Umbrella Compañía de Seguros, S.A. de C.V., to organize and function as an insurance institution, after the modification indicated in the previous resolutive, remains entirely in the following terms:

«AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO UMBRELLA COMPAÑÍA DE SEGUROS, S.A. DE C.V., TO OPERATE AND FUNCTION AS AN INSURANCE INSTITUTION, UNDER THE FOLLOWING TERMS:

In exercise of the faculty conferred 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 Insurance and Sureties Commission, grants authorization under the following terms:

First.- The corporate name of the insurance institution will be "Umbrella Compañía de Seguros", which will be followed by the words Sociedad Anónima de Capital Variable or its abbreviations S.A. de C.V."

Second.- Umbrella Compañía de Seguros, S.A. de C.V., is authorized, in terms of what is provided in article 25, fraction II, subsection a) of the Law of Insurance Institutions and Sureties, to practice the operation of "Accidents and illnesses" insurance, in the line of "Personal accidents".

Third.- Umbrella Compañía de Seguros, S.A. de C.V., 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 which must be covered in national currency, in terms of article 49, first paragraph, of the Law of Insurance Institutions and Sureties.

Fourth.- Its corporate domicile will be in the City of Tijuana, Baja California.

Fifth.- Umbrella Compañía de Seguros, S.A. de C.V., is subject to the Law of Insurance Institutions and Sureties, to the provisions emanating from it, to the Law General of Commercial Societies, and the rest of the legislation, norms and regulation, that by their very nature, are applicable to it.

Sixth.- The insurance institution is subject to the inspection and supervision of the National Insurance and Sureties Commission, in accordance with article 389 of the Law of Insurance Institutions and Sureties.

Seventh.- This authorization by its very nature 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 corporate domicile of the institution, within the one hundred twenty days following the date of its notification to Umbrella Compañía de Seguros, 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.

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 that insurance institution, under the terms described that in accordance with the applicable provisions competes to resolve by this Commission, and does not prejudge any act that said society carries out and that implies the prior authorization or approval of other financial, administrative, tax or of any other nature authorities, in terms of current regulations, nor validates the legality or validity of the same in case said authorizations or approvals are not obtained.

You are hereby informed, the above 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, 369, fraction II, 370, last paragraph, 372, fraction XLI, and 373 of the Law of Insurance Institutions and Sureties, in articles 4 fractions I and II, 6 and 9 of the Internal Regulations of the National Insurance and Sureties Commission.

Respectfully,

Mexico City, April 30, 2020. - The President of the National Insurance and Sureties Commission, Ricardo Ernesto Ochoa Rodríguez .- Rubric.

(R.- 498105)

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