Official Letter Modifying the Authorization to Organize, Operate, and Function as an Insurance Institution Granted to Compañía de Seguros Generales Everest México, S.A. de C.V.

DOF: 10/06/2024

OFFICIAL LETTER modifying the authorization to organize, operate, and function as an insurance institution, granted to Compañía de Seguros Generales Everest México, S.A. de C.V.

At the margin, a seal with the National Emblem, which reads: United Mexican States.- TREASURY.- Ministry of Finance and Public Credit.- National Insurance and Bonds Commission.- PRESIDENCY.- File:

C00.411.3S.2-S0066"23".- Official Letter No. 06-C00-41100-12286/2024.- Legal Vice Presidency.- General Directorate of Legal Advisory and Intermediaries.

COMPAÑÍA DE SEGUROS GENERALES EVEREST MÉXICO, S.A. DE C.V.

(Formerly XL SEGUROS MÉXICO, S.A. DE C.V.)

Félix Cuevas 366

Tlacoquemecatl Neighborhood

Benito Juárez Borough

03200, Mexico City

SUBJECT:

The authorization to organize, operate, and function as an insurance institution is modified, under the terms indicated.

The Federal Government, through the National Insurance and Bonds Commission, 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; 4, section G, fraction III, 48, and 49 of the Internal Regulations of the Ministry of Finance and Public Credit; 11, 66, 366, fraction VIII, 367, fractions I and II, 369, fraction II, 370, last paragraph, 372, fraction XLI, and 373 of the Law of Insurance and Bond Institutions (LISF); as well as articles 4, fractions I and II, 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

FIRST.- XL Seguros México, S.A. de C.V. (now Compañía de Seguros Generales Everest México, S.A. de C.V.), was authorized by the Ministry of Finance and Public Credit (SHCP) to organize and function as an insurance institution by official letter 101.-00789 dated June 10, 2004, published in the Official Gazette of the Federation on September 1 of that same year. Its initial name was XL Insurance México, S.A. de C.V., and its authorization was last modified by said Ministry through official letter 366-III-0505/14 dated June 24, 2014, published in said Federal Dissemination Entity on June 28, 2023.

The aforementioned institution is authorized to practice the operation of property insurance, in the lines of civil liability and professional risks, maritime and transport, fire, miscellaneous, as well as earthquake and other catastrophic risks.

SECOND.- By written submission dated January 11, 2023, Lic. Paul Bucheler Navarro, on behalf of XL Seguros México, S.A. de C.V., requested approval from this Commission to effect the comprehensive modification of the corporate bylaws of its represented entity so that it ceases to be considered as a subsidiary insurance institution, in terms of article 50, fraction I, fourth paragraph, of the LISF, and, consequently, the institution carries out the restructuring of the series of shares of its social capital, in terms of the project of unanimous shareholders' resolutions presented attached as an annex to its submission.

THIRD.- By official letter 06-C00-41000-01845/2023 dated February 28, 2023, documentation and additional information were requested from the insurance institution, so that this Commission would be in a position to issue the corresponding resolution.

FOURTH.-

In view of the foregoing, by written submissions dated March 13 and May 31, 2023, the institution transmitted various information and documentation in order to comply with the requirement cited in the immediately preceding background.

The institution accredited the personality and powers of its legal representative with public deed 72,513 dated May 7, 2015, granted before the notary of Lic. Luis de Angoitia Becerra, holder of Public Notary Number 109 of this City, in which the granting of various powers in favor of Lic. Paul Bucheler Navarro is recorded, among others, a general power for acts of administration.

FIFTH.- Through a written submission dated July 6, 2023, that institution requested this Commission to replace the project of unanimous shareholders' resolutions of the institution, as well as the project of corporate bylaws attached to the request submission, in order to include, in addition to the aforementioned changes, the modification of Clause First of said bylaws due to the change of name from XL Seguros S.A. de C.V. to Compañía de Seguros Generales Everest México, S.A. de C.V.; the latter linked to various procedures, in accordance with what is established in article 50, fraction II, of the LISF, competence of this Decentralized Body.

SIXTH.- By official letter 06-C00-41000-10615/2023 dated July 14, 2023, this Decentralized Body approved the comprehensive modification of the corporate bylaws of that institution, in terms of what was stated in the project of unanimous shareholders' resolutions sent as an annex to its submission dated July 6, 2023.

Likewise, it was noted to that institution that the reform of its corporate bylaws entails the modification of the authorization granted to that institution by the SHCP, in virtue of which, among other things, the change of its denomination stands out, as well as ceasing to operate as a subsidiary insurance institution to continue as a Mexican insurance institution with foreign capital, in accordance with what is provided in article 50, fraction I, fourth paragraph, of the LISF.

Additionally, it is considered appropriate to specify in the authorization that the minimum paid-in capital of the institution will be the equivalent in national currency to the value of the Investment Units determined by the Commission, with the agreement of its Board of Directors, through general provisions, as established in article 49, first paragraph, of the LISF.

SEVENTH.- Through a written submission dated August 16, 2023, that institution transmitted the first testimony of public deed number 109,507 dated August 17, 2023, granted before the notary of Licenciado Roberto Garzón Jiménez, holder of Notary Number 242 of Mexico City, acting as an associate in the protocol of Notary Number 229 of which Licenciado Marco Antonio Ruiz Aguirre is the holder, in which the protocolization of the unanimous shareholders' resolutions adopted on July 24, 2023, is recorded, through which they resolved to carry out the comprehensive modification of the corporate bylaws of that insurer so that it ceases to be a subsidiary of XL Insurance Switzerland, of Winterthur, Switzerland, through XL Swiss Holdings Limited, of Fribourg, Switzerland, to operate as a Mexican insurance institution with foreign capital, in accordance with what is provided in article 50, fraction I, fourth paragraph, of the LISF and, therefore, the series of shares of its social capital are restructured; as well as to modify the denomination to Compañía de Seguros Generales Everest México, S.A. de C.V.

EIGHTH.- By official letter 06-C00-41100-13156/2023 dated September 1, 2023, this Decentralized Body received the submission indicated in the previous paragraph and fulfilled what was instructed in the second resolution of various official letters 06-C00-41000-10615/2023 dated July 14, 2023; likewise, through said official letter and by various 06-C00-41100-00390/2024 and 06-C00-41100-08351/2024 dated January 11 and April 10, 2024, respectively, it instructed the institution to register the public instrument described in the previous background in the corresponding Public Registry of Commerce and to send the first testimony of such deed with the registration data of the aforementioned Registry.

NINTH.- The Board of Directors of this Commission, in its Session 239 held on April 30, 2024, taking into consideration the favorable opinion issued by the Authorizations Committee, agreed as follows:

" SOLE. - The AUTHORIZATION granted to XL Seguros México, S.A. de C.V. is MODIFIED, in order to reflect the reform carried out in its bylaws; as well as to update its authorization, as follows:

" a)

The change of denomination to Compañía de Seguros Generales Everest México,

S.A. de C.V., as well as to cease being a subsidiary, to operate as a Mexican insurance

institution with foreign capital, in accordance with article 50,

fraction I, fourth paragraph, of the LISF and, therefore, eliminate the reference that the

mentioned institution is a subsidiary of XL Insurance Switzerland, of Winterthur,

Switzerland, through XL Swiss Holdings Limited, of Fribourg, Switzerland.

" b)

Eliminate the reference "earthquake", in virtue of which, in accordance with articles 25,

fraction III, subsection j), and 27, fraction XV, of the LISF, in the line of "catastrophic

risks" earthquake risks are included.

" c)

The elimination of the words "Federal District" from its corporate domicile, in

accordance with the "Decree by which various provisions of the Political Constitution of the United Mexican States are reformed and repealed, in matters of the political reform of Mexico City", published

in the DOF on January 29, 2016.

" d)

It is specified that the minimum paid-in capital will be the equivalent in national currency to the value of the Investment Units determined by the Commission, with

agreement of its Board of Directors, through general provisions,

as established in article 49, first paragraph, of the LISF.

" e)

The substitution of references to the General Law of Insurance and Mutual Societies

by the Law of Insurance and Bond Institutions, in accordance with the Decree by which the Law of Insurance and Bond Institutions is issued and various provisions of the

Insurance Contract Law are reformed and added, published in the Official Gazette of the Federation

on April 4, 2013.

" This is based on articles 11, 66, and 369, fraction II, of the LISF; as well as

on Provisions 2.3.1 to 2.3.3. and 2.3.7. of the CUSF. "

TENTH.- By official letter 06-C00-41100-09933/2024 dated May 3, 2024, this Commission authorized Everest International Reinsurance, Ltd., and Everest Re Advisors Ltd., to carry out the direct acquisition of 127,879,730 (One hundred twenty-seven million eight hundred seventy-nine thousand seven hundred thirty) registered shares, without nominal value expression, representing 100% of the social capital of Compañía de Seguros Generales Everest México, S.A. de C.V. (formerly XL Seguros México, S.A. de C.V.), in terms of what is established in article 41, fraction II, and 50, fraction II, of the LISF.

CONSIDERATIONS

FIRST.- That article 369, fraction II, of the LISF, states 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 derived from official letter 06-C00-41000-10615/2023 dated July 14, 2023, described in Background Sixth of this official letter, it is appropriate to modify the terms of the authorization granted to that insurance institution.

THIRD.- That in accordance with what is indicated in Background Ninth of this official letter, the Board of Directors of this Commission, in its Session 239 held on April 30, 2024, agreed to modify the authorization granted to that institution.

In view of all the foregoing, the following are issued:

RESOLUTIONS

FIRST.- The proem, as well as articles one, two, and three, bases I, II, and III, of the authorization granted to XL Seguros México, S.A. de C.V., (now Compañía de Seguros Generales Everest México, S.A. de C.V.) to organize, operate, and function as an insurance institution, are modified, to remain in the following terms:

" AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO COMPAÑÍA DE

SEGUROS GENERALES EVEREST MÉXICO, S.A. DE C.V., TO

ORGANIZE, OPERATE, AND FUNCTION AS AN INSURANCE INSTITUTION,

UNDER THE FOLLOWING TERMS:

" ARTICLE FIRST.- In exercise of the power conferred by article 5 of the

repealed General Law of Insurance and Mutual Societies to the

Ministry of Finance and Public Credit, and which, from April 4, 2015, onwards, is conferred by article 11 of the Law of Insurance and Bond Institutions to the

National Insurance and Bonds Commission, Compañía de Seguros

Generales Everest México, S.A. de C.V. is authorized to operate as an insurance institution.

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

operation of property insurance, in the lines of civil liability and professional

risks, maritime and transport, fire, miscellaneous, as well as catastrophic

risks.

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

Insurance and Bond Institutions, as well as the general provisions derived from it, to the General Law of Commercial Societies, to the

other regulations applicable to it and, in particular, to the following bases:

" I.- The denomination shall be Compañía de Seguros Generales Everest México,

Variable Capital Anonymous Society.

" II.- ...

" a) The insurance institution must have the minimum paid-in 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 paid in

national currency, as established in article 49, first paragraph, of the Law

of Insurance and Bond Institutions.

" b) ...

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

" ARTICLE FOURTH.- ... " .

SECOND.- The authorization granted to XL Seguros México, S.A. de C.V., (now Compañía de Seguros Generales Everest México, S.A. de C.V.) to organize, operate, and function as an insurance institution, after the modification indicated in the previous operative clause, remains entirely in the following terms:

" AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO COMPAÑÍA DE

SEGUROS GENERALES EVEREST MÉXICO, S.A. DE C.V., TO

ORGANIZE, OPERATE, AND FUNCTION AS AN INSURANCE INSTITUTION,

UNDER THE FOLLOWING TERMS:

" ARTICLE FIRST.- In exercise of the power conferred by article 5 of the

repealed General Law of Insurance and Mutual Societies to the

Ministry of Finance and Public Credit, and which, from April 4, 2015, onwards, is conferred by article 11 of the Law of Insurance and Bond Institutions to the

National Insurance and Bonds Commission, the Compañía de Seguros

Generales Everest México, S.A. de C.V. is authorized to operate as an insurance institution.

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

operation of property insurance, in the lines of civil liability and professional

risks, maritime and transport, fire, miscellaneous, as well as catastrophic

risks.

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

Insurance and Bond Institutions, as well as the general provisions derived from it, to the General Law of Commercial Societies, to the

other regulations applicable to it and, in particular, to the following bases:

" I.- The denomination shall be Compañía de Seguros Generales Everest México,

Variable Capital Anonymous Society.

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

" a) The insurance institution must have the minimum paid-in 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 paid in

national currency, as established in article 49, first paragraph, of the Law

of Insurance and Bond Institutions.

" b) The variable capital with right to withdrawal in no case may be greater than the

minimum fixed capital without right to withdrawal.

" III. The corporate domicile of the 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 widely circulated newspapers in the corporate domicile of that insurance institution within one hundred twenty days following the date of its notification, in terms of what is provided in article 11 of the Law of Insurance and Bond Institutions, at the expense of the interested parties.

This is issued based on the information provided by the petitioner contained in the submissions sent and is limited exclusively to the modification of the authorization granted to that institution, under the terms previously stated, which, in accordance with the applicable provisions, falls within the competence of this Commission to resolve, and does not prejudge any act that said society carries out and which 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 thereof in case such authorizations or approvals are not obtained.

Respectfully,

Mexico City, May 6, 2024. - The President of the National Insurance and Bonds Commission, Ricardo Ernesto Ochoa Rodríguez.- Rubric.

(R.- 553853)

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