Official Letter Modifying the Authorization Granted to Zurich Fianzas Mexico, S.A. de C.V.

DOF: 03/10/2019

OFFICIAL LETTER modifying the authorization granted to Zurich Fianzas Mexico, S.A. de C.V.

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- Ministry of Finance and Public Credit.- National Insurance and Bonds Commission.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-directorate for Advisory Services.- File: C00.411.13.2.2-F0024"17".- Official Letter No. 06-C00-41100/23434.

SUBJECT:

The authorization granted to Zurich Fianzas Mexico, S.A. de C.V. is modified.

ZURICH FIANZAS MEXICO, S.A. DE C.V.

Avenida Ejército Nacional 843-B Col. Granada Miguel Hidalgo 11520, Mexico City

Attention: Lic. Mauricio Malo González Legal Representative

The Federal Government through the National Insurance and Bonds 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 Bonds Institutions, as well as articles 6 and 9 of the Internal Regulations of the National Insurance and Bonds Commission, issues these Resolutions in response to the following Background and Considerations:

BACKGROUND

1. Zurich Fianzas Mexico, S.A. de C.V. was authorized by the Ministry of Finance and Public Credit to function and operate as a bonds institution, through Official Letter 100.- 89 of December 2, 2014, published in the Official Gazette of the Federation on December 8, 2015.

2. With a written submission dated June 29, 2017, received by this Commission on the same day, Lic. Mauricio Malo González, on behalf of Zurich Fianzas Mexico, S.A. de C.V., requested approval from this Decentralized Body of the Ministry of Finance and Public Credit to carry out the comprehensive reform of the corporate bylaws of that institution, in the terms agreed upon in the Extraordinary General Meeting of Shareholders held on March 27, 2015.

3. Through Official Letter 06-C00-41100/15334 of March 20, 2018, this Commission received the first testimony and a notarially certified copy of public deed 39,135 of December 5, 2017, in which the protocolization of the minutes of the Extraordinary General Meeting of Shareholders of March 27, 2015, is recorded, in which the comprehensive reform of the corporate bylaws of Zurich Fianzas Mexico, S.A. de C.V. was agreed upon, and the Second Resolutive of Official Letter 06- C00-41100/59438 of October 19, 2017 is considered fulfilled.

4. As a result of the foregoing in Backgrounds 2 and 3, the National Insurance and Bonds Commission presented before the Authorizations Committee of said Commission, the proposal to modify the bases of the authorization granted to Zurich Fianzas Mexico, S.A. de C.V., in order to effect the modification regarding the elimination of the "financial" bonds sub-line from its corporate purpose, since the Law of Insurance and Bonds Institutions does not include it within the credit bonds line, as well as the update of the denomination of the registered domicile of that institution, replacing the words "Federal District" with "Mexico City", in accordance with the "Decree declaring reformed and repealed 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, as well as the modification to the amount of social capital it holds, in order to state that its capital shall be expressed in Investment Units and be covered in national currency, as ordered by article 49, first paragraph, of the Law of Insurance and Bonds Institutions.

5. The aforementioned modification was submitted to the consideration of the Board of Directors of the National Insurance and Bonds Commission in its session 200 of April 24, 2018, which, taking into consideration the favorable opinion issued by the Authorizations Committee of the same Commission, agreed as follows:

« UNIQUE.- The bases of the authorization granted to Zurich Fianzas Mexico, 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 "financial" bonds sub-line from its corporate purpose, since the Law of Insurance and Bonds Institutions does not include it within the credit bonds line.

« b) The elimination of the words "Federal District" from its registered domicile, in accordance with the "Decree declaring reformed and repealed 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.

« c) Eliminating the reference to the capital amount of said bonds institution, replacing it with a wording that establishes that the institution must have the minimum paid capital determined for the year in question, for each line or sub-line 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 Bonds Institutions.»

CONSIDERATIONS

FIRST.- That article 369, section II, of the Law of Insurance and Bonds 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 a bonds institution.

SECOND.- That as a result of the resolution issued in the aforementioned Official Letter 06-C00-41100/15334 of March 20, 2018, the terms of the authorization granted to that bonds institution must be modified.

In view of the foregoing, the following are issued:

RESOLUTIONS

FIRST.- A Preamble is added, the Articles of the authorization granted by the Ministry of Finance and Public Credit to Zurich Fianzas Mexico, S.A. de C.V., through Official Letter No. 100.- 89, mentioned in Background 1 of this Official Letter, are restructured in their order and modified, so that it operates as a bonds institution, remaining in the following terms:

« AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO ZURICH FIANZAS MEXICO, S.A. DE C.V., TO ORGANIZE AND FUNCTION AS A BOND INSTITUTION SUBSIDIARY OF ZURICH INSURANCE COMPANY, LTD., IN THE FOLLOWING TERMS:

« ARTICLE FIRST.- In exercise of the power conferred by articles 5 and 15-C, in relation to article 15-A, section I, of the repealed Federal Law of Bonds Institutions 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 Bonds Institutions to the National Insurance and Bonds Commission, authorization is granted to Zurich Fianzas Mexico, S.A. de C.V., to operate as a bonds institution subsidiary of Zurich Insurance Company, LTD.

« ARTICLE SECOND.- The subsidiary bonds institution is authorized to practice bonds operations, in the following lines and sub-lines:

« ...

IV. Credit Bonds, in the following sub-lines:

a) Supply;

b) Sale and purchase; and

c) Other credit bonds.

« ...

« ARTICLE THIRD.- The subsidiary bonds institution shall be subject to the provisions of the Law of Insurance and Bonds Institutions, as well as those derived from it, the General Law of Commercial Companies, and the other laws applicable to it, and in particular, to the following bases:

« I.- The denomination of the subsidiary bonds institution shall be "Zurich Fianzas Mexico, S.A. de C.V.".

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

« a).- The subsidiary bonds institution must have the minimum paid capital determined for the year in question, for each line or sub-line 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 Bonds Institutions.

« b).- The variable capital with withdrawal rights in no case may be greater than the paid capital without withdrawal rights.

« III. The registered domicile of the subsidiary bonds institution shall be Mexico City.

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

SECOND.- The authorization granted to Zurich Fianzas Mexico, S.A. de C.V. to organize and operate as a subsidiary bonds institution, after the modification indicated in the previous Resolutive, remains entirely in the following terms:

« AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO ZURICH FIANZAS MEXICO, S.A. DE C.V., TO ORGANIZE AND FUNCTION AS A BOND INSTITUTION SUBSIDIARY OF ZURICH INSURANCE COMPANY, LTD., IN THE FOLLOWING TERMS:

« ARTICLE FIRST.- In exercise of the power conferred by articles 5 and 15-C, in relation to article 15-A, section I, of the repealed Federal Law of Bonds Institutions 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 Bonds Institutions to the National Insurance and Bonds Commission, authorization is granted to Zurich Fianzas Mexico, S.A. de C.V., to operate as a bonds institution subsidiary of Zurich Insurance Company, LTD.

« ARTICLE SECOND.- The subsidiary bonds institution is authorized to practice bonds operations, in the following lines and sub-lines:

I. Fidelity Bonds, in the following sub-lines:

a) Individual; and

b) Collective.

II. Judicial Bonds, in the following sub-lines:

a) Criminal judicial;

b) Non-criminal judicial; and

c) Judicial bonds covering drivers of motor vehicles.

III. Administrative Bonds, in the following sub-lines:

a) Construction;

b) Supply;

c) Tax;

d) Lease; and

e) Other administrative bonds.

IV. Credit Bonds, in the following sub-lines:

a) Supply;

b) Sale and purchase; and

c) Other credit bonds.

V. Trusts in Guarantee, in the following sub-lines:

a) Related to bond policies; and

b) Unrelated to bond policies.

« ARTICLE THIRD.- The subsidiary bonds institution shall be subject to the provisions of the Law of Insurance and Bonds Institutions, as well as those derived from it, the General Law of Commercial Companies, and the other laws applicable to it, and in particular, to the following bases:

« I.- The denomination of the subsidiary bonds institution shall be "Zurich Fianzas Mexico, S.A. de C.V.".

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

« a).- The subsidiary bonds institution must have the minimum paid capital determined for the year in question, for each line or sub-line 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 Bonds Institutions.

« b).- The variable capital with withdrawal rights in no case may be greater than the paid capital without withdrawal rights.

« III. The registered domicile of the subsidiary bonds 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 registered domicile of the institution, within the one hundred twenty days following the date of their notification to Zurich Fianzas Mexico, S.A. de C.V., in terms of what is provided in article 75, second paragraph, of the Law of Insurance and Bonds Institutions, at the expense of the interested parties.

These resolutions are issued based on the information provided by the petitioner contained in the submitted writings and are limited exclusively to the modification of the authorization granted to Zurich Fianzas Mexico, S.A. de C.V., in the terms described which, in accordance with the applicable provisions, fall within the competence of this Commission to resolve, and do not prejudge any act that said company carries out and which 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 of the same in case such authorizations or approvals are not obtained.

This 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 Bonds Institutions, as well as articles 6 and 9 of the Internal Regulations of the National Insurance and Bonds Commission.

Respectfully,

Effective Suffrage. No Re-election.

Mexico City, April 26, 2018. - The President of the National Insurance and Bonds Commission, Norma Alicia Rosas Rodríguez.- Rubric.

(R.- 486975)

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