Authorization for HSBC Fianzas, S.A. to change its corporate name to Afianzadora Punto Aserta, S.A. and cease being a subsidiary of HSBC Financial Group

DOF: 02/12/2016

OFFICE LETTER through which the modification of the preamble and articles one, two and three, fractions I and III of the authorization granted to HSBC Fianzas, S.A., Grupo Financiero HSBC is authorized, for the purpose of changing its corporate name to Afianzadora Punto Aserta, S.A., by virtue of ceasing to be a subsidiary surety institution to become a Mexican-majority capital surety institution, as well as ceasing to be a member of Grupo Financiero HSBC, S.A. de C.V.

At the margin a seal with the National Coat of Arms, which says: United Mexican States.- Ministry of Finance and Public Credit.- Undersecretariat of Finance and Public Credit.- Insurance, Pensions and Social Security Unit.- General Legal Directorate of Insurance, Sureties and Pensions.- Office No. 366-III-0216/14.- 718.1/37778.

HSBC SURETIES, S.A. HSBC FINANCIAL GROUP. (now SURETY COMPANY PUNTO ASERTA, S.A. by virtue of the authorization granted to them)

Paseo de la Reforma 347, 6th Floor Col. Cuauhtémoc, Mexico City, D.F., C.P. 06500.

To: CC. Mauricio Muñoz León and Gonzalo Méndez Cortés Attorneys-in-fact.

The Federal Government, through this Ministry of Finance and Public Credit, based on the provisions of Article 31, fraction VIII of the Organic Law of the Federal Public Administration, Article 5 of the Federal Law of Surety Institutions, and in exercise of the powers conferred by Article 36, fraction VI of the Internal Regulations of the Ministry of Finance and Public Credit, issues the resolution indicated below, in attention to the following background and considerations:

BACKGROUND

I.

HSBC Sureties, S.A., HSBC Financial Group (now Afianzadora Punto Aserta, S.A.), was authorized by this Ministry to organize and operate as a subsidiary surety institution of HSBC Holdings Plc., a related company to HSBC Bank Plc., a foreign financial institution, both from the United Kingdom of Great Britain and Northern Ireland, through HSBC Financial Group, S.A. de C.V., to practice the branches and sub-branches of sureties referred to in Article 5 of the Federal Law of Surety Institutions, as evidenced by resolution 102-E-366-DGSV-I-C-a-2620 of July 31, 1991. This Resolution was last modified by diverse 366-IV-A-155 of January 22, 2004.

II.

Through office letters 366-III-1009/13 and 366-III-1010/13 of December 13, 2013, respectively, this Ministry authorized HSBC Financial Group, S.A. de C.V., to sell 738,877.715 shares, series "F" representing 97.22% of the paid-up social capital of HSBC Sureties, S.A., HSBC Financial Group, in favor of Surety Company Aserta, S.A. de C.V., Financial Group Aserta and to the latter to acquire them.

III.

In connection with the authorizations mentioned in the previous background and upon request of that surety institution and HSBC Financial Group through office letter 366-III-1103/13 of December 13, 2013, the General Legal Directorate of Insurance, Sureties and Pensions, attached to the Insurance, Pensions and Social Security Unit:

a)

Approved the reform to its constitutive deed in accordance with Annex 1 of the aforementioned office letter 366-III-1103/13. In particular, the modification of Article One of its bylaws, in order to change its corporate name from HSBC Sureties, S.A., HSBC Financial Group to Surety Company Punto Aserta, S.A., by virtue of ceasing to be a subsidiary surety institution to become a Mexican-majority capital surety institution, as well as ceasing to be a member of HSBC Financial Group, S.A. de C.V., in accordance with its extraordinary general shareholders' meeting of December 13, 2013.

b)

Requested to send within sixty business days following the date of its notification, the first original testimony and two simple copies of the public deed with registration data in the Public Commerce Registry, in which the minutes of the aforementioned extraordinary general shareholders' meeting were notarized, to proceed with the modification of its authorization to organize and operate as a surety institution.

IV.

With a letter dated January 28, 2014, HSBC Sureties, S.A., HSBC Financial Group (now Surety Company Punto Aserta, S.A.), sent to this Insurance, Pensions and Social Security Unit the first testimony of public deed No. 317,359 of December 13, 2013, granted before the notary of Lic. Georgina Schila Olivera González, Public Notary No. 207 for the City of Mexico, Federal District, acting as associate and in the protocol of Lic. Tomás Lozano Molina, Public Notary No. 10 of the City of Mexico, Federal District, in which the notarization of the minutes of the extraordinary general shareholders' meeting of December 13, 2013 is recorded, which resolved the reform to its constitutive deed in accordance with Annex 1 of the aforementioned office letter 366-III-1103/13. In particular, the modification of Article One of its bylaws, in order to change its corporate name to Surety Company Punto Aserta, S.A., by virtue of ceasing to be a subsidiary surety institution to become a Mexican-majority capital surety institution, as well as ceasing to be a member of HSBC Financial Group, S.A. de C.V., the aforementioned deed was registered in the Public Commerce Registry on January 17, 2014, with commercial folio No. 2878*.

CONSIDERATIONS

I.

That as a result of the approval of the reform to the constitutive deed in accordance with Annex 1 of the aforementioned office letter 366-III-1103/13. In particular, the modification of Article One of its bylaws, in order to change its corporate name to Surety Company Punto Aserta, S.A., as indicated in Background II, the terms of the authorization granted to that surety institution must be modified.

II.

That within the deadline provided for in subsection b) of background III, they sent to this Ministry the first testimony and three simple copies of public deed 317,359 with registration data in the Public Commerce Registry.

RESOLUTION

First.- The preamble and articles one, two and three, fractions I and III of the authorization granted to HSBC Sureties, S.A., HSBC Financial Group (now Surety Company Punto Aserta, S.A.), to organize and operate as a surety institution, are modified, to remain in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT THROUGH THE MINISTRY OF FINANCE AND PUBLIC CREDIT, TO SURETY COMPANY PUNTO ASERTA, S.A., TO OPERATE AS A SURETY INSTITUTION, IN THE FOLLOWING TERMS:

ARTICLE ONE.- In exercise of the power conferred to the Federal Government, through the Ministry of Finance and Public Credit, by Article 5 of the Federal Law of Surety Institutions, Surety Company Punto Aserta, S.A. is authorized to operate as a surety institution.

ARTICLE TWO.- The surety institution is authorized to practice surety operations, in the following branches and sub-branches:

I.- Fidelity Sureties, in the following sub-branches:

a)

Individuals; and

b)

Collective.

II.- Judicial Sureties, in the following sub-branches:

a)

Criminal judicial;

b)

Non-criminal judicial; and

c)

Judicial that cover drivers of motor vehicles.

III.- Administrative Sureties, in the following sub-branches:

a)

Construction;

b)

Supply;

c)

Tax;

d)

Leasing; and

e)

Other administrative sureties.

IV.- Credit Sureties, in the following sub-branches:

a)

Supply;

b)

Sales;

c)

Financial; and

d)

Other credit sureties.

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

a)

Related to surety policies; and

b)

Unrelated to surety policies.

ARTICLE THREE.- The surety institution shall be subject to the Federal Law of Surety Institutions, as well as those derived from it, to the General Law of Commercial Companies, to the other laws applicable to them and, in particular, to the following bases:

I.- The name shall be Surety Company Punto Aserta, followed by the words Anonymous Society or its abbreviation, S.A.

II.- ...

III.- The corporate domicile of the surety institution shall be Mexico City, Federal District. "

Second.- The authorization granted to Surety Company Punto Aserta, Anonymous Society to organize and operate as a surety institution, after the modification indicated in the previous Resolutive, remains entirely in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT THROUGH THE MINISTRY OF FINANCE AND PUBLIC CREDIT, TO SURETY COMPANY PUNTO ASERTA, S.A., TO OPERATE AS A SURETY INSTITUTION, IN THE FOLLOWING TERMS:

ARTICLE ONE.- In exercise of the power conferred to the Federal Government, through this Ministry of Finance and Public Credit, by Article 5 of the Federal Law of Surety Institutions, Surety Company Punto Aserta, S.A. is authorized to operate as a surety institution.

ARTICLE TWO.- The surety institution is authorized to practice surety operations, in the following branches and sub-branches:

I.- Fidelity Sureties, in the following sub-branches:

a)

Individuals; and

b)

Collective.

II.- Judicial Sureties, in the following sub-branches:

a)

Criminal judicial;

b)

Non-criminal judicial; and

c)

Judicial that cover drivers of motor vehicles.

III.- Administrative Sureties, in the following sub-branches:

a)

Construction;

b)

Supply;

c)

Tax;

d)

Leasing; and

e)

Other administrative sureties.

IV.- Credit Sureties, in the following sub-branches:

a)

Supply;

b)

Sales;

c)

Financial; and

d)

Other credit sureties.

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

a)

Related to surety policies; and

b)

Unrelated to surety policies.

ARTICLE THREE.- The surety institution shall be subject to the Federal Law of Surety Institutions, as well as those derived from it, to the General Law of Commercial Companies, to the other laws applicable to them and, in particular, to the following bases:

I.- The name shall be Surety Company Punto Aserta, Anonymous Society.

II.- The social capital shall be $60,000,000.00, (sixty million pesos 00/100) National Currency.

III.- The corporate domicile of the surety institution shall be Mexico City, Federal District.

ARTICLE FOUR.- By its very nature, this authorization is non-transferable. "

Third.- This resolution will be published in the Official Journal of the Federation, at the expense of Surety Company Punto Aserta, Anonymous Society, in accordance with what is established in Article 6 of the Federal Law of Surety Institutions.

Respectfully,

Mexico City, D.F., March 3, 2014. - The Deputy General Director, Yolanda Torres Segarra. - Rubric.

(R.- 441578)

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