Notice Communicating the Agreement of the Board of Directors of the National Commission of Insurance and Sureties Modifying the Authorization Granted to HSBC Seguros, S.A. de C.V., Grupo Financiero HSBC

DOF: 06/06/2025

OFFICE LETTER communicating the Agreement of the Board of Directors of the National Commission of Insurance and Sureties, which modifies the authorization granted to HSBC Seguros, S.A. de C.V., Grupo Financiero HSBC

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- Treasury.- Ministry of

Treasury and Public Credit.- National Commission of Insurance and Sureties.- Presidency.- File:

C00.411.3S.2-S0077"24".- Office No. 06-C00-41100-05943/2025.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.

HSBC INSURANCE, S.A. DE C.V., HSBC FINANCIAL GROUP

Paseo de la Reforma No. 347

Col. Cuauhtémoc

Cuauhtémoc Municipality

C.P. 06500, Mexico City

SUBJECT:

Agreement of the Board of Directors of this Commission is communicated.

The Federal Government, through the National Commission of Insurance and Sureties, 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 Treasury and Public Credit; 11, 74, 75, 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 Surety Companies (LISF); as well as in the articles 2, 4, fractions I and II, 6 and 9 of the Internal Regulations of the National Commission of Insurance and Sureties, issues these Resolutions in response to the following Background and Considerations:

BACKGROUND

FIRST.- HSBC Seguros, S.A. de C.V., Grupo Financiero HSBC, was authorized by the Ministry of Treasury and Public Credit to organize and function as an insurance institution, through the office 366- IV-3823 dated June 25, 1996. Such authorization was last modified by this decentralized body through office No. 06-C00-41100/42235 dated July 24, 2017, published in the Official Gazette of the Federation (DOF) on September 29, 2017.

SECOND.- By writings presented at the registry office of this Commission on July 11, August 15 and September 5, 2024, the latter two in response to the prevention office 06-C00-41100-28910/ 2024 dated July 31, 2024, HSBC Seguros, S.A. de C.V., Grupo Financiero HSBC, requested the approval of this Commission to carry out a partial reform of its bylaws to modify clauses fourth, sixth, seventh, ninth, twelfth, thirteenth, fifteenth, seventeenth, eighteenth bis, twentieth, twenty-first, twenty-fourth, twenty-ninth, thirty-fifth and thirty-ninth, in accordance with what is stated in its draft minutes of the extraordinary general meeting of shareholders attached to its request and due to the reforms made to the provisions of the General Law of Commercial Companies, published in the Official Gazette of the Federation on October 20, 2023.

THIRD.- By office 06-C00-41100-34505/2024 dated September 30, 2024, this Commission approved the partial modification of the bylaws of HSBC Seguros, S.A. de C.V., Grupo Financiero HSBC, and instructed the institution to send the first copy of the public instrument in which the protocolization of the draft minutes of the extraordinary shareholders meeting attached to its request is recorded.

FOURTH.- Through a writing received at the registry office of this Commission on December 10, 2024, HSBC Seguros, S.A. de C.V., Grupo Financiero HSBC, sent the first copy of the public deed number 123,320 dated November 22, 2024, granted before the notary of Lic. Francisco I. Hugues Vélez, Public Notary 212 of Mexico City, an instrument in which the protocolization of the minutes of the extraordinary general meeting of shareholders of that institution held on October 30, 2024, is recorded, in which the partial modification of its bylaws is reflected, complying with resolution third of the aforementioned office 06-C00-41100-34505/2024.

FIFTH.- Through office 06-C00-41100-00129/2025 dated January 10, 2025, this decentralized body deemed the instructions in resolution third of the aforementioned office 06-C00-41100-34505/2024 fulfilled, ordering the registration of the public instrument in the Public Registry of Commerce corresponding.

SIXTH.- The Board of Directors of this Commission in its Session 244, held on February 27, 2025, taking into consideration the favorable opinion issued by the Authorizations Committee, agreed as follows:

" ONLY. - THE AUTHORIZATION under which HSBC Seguros, S.A. de C.V., Grupo Financiero HSBC operates is MODIFIED, in order to reflect the reform carried out in its bylaws, as follows:

·

The substitution of the words " Federal District " of its social domicile by " Mexico City ", 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 the City of Mexico ", published in the Official Gazette of the Federation on January 29, 2016.

... " .

CONSIDERATIONS

FIRST.- That article 369, fraction II, of the Law of Insurance and Surety Companies 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 as a result of what was resolved in office 06-C00-41100-34505/2024 dated September 30, 2024, described in Background Third of this office, 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 Sixth, the Board of Directors of this Commission, in its Session 244, held on February 27, 2025, agreed to modify the authorization granted to HSBC Seguros, S.A. de C.V., Grupo Financiero HSBC.

In view of the foregoing, the following are issued:

RESOLUTIONS

FIRST.- Article three, base III, of the authorization granted to HSBC Seguros, S.A. de C.V., Grupo Financiero HSBC to organize, operate and function as an insurance institution is modified, to read as follows:

" ...

ARTICLE FIRST.- ...

ARTICLE SECOND.- ...

ARTICLE THIRD.- ...

I.- ...

II.- ...

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

ARTICLE FOURTH.- ... "

SECOND.- The authorization granted to HSBC Seguros, S.A. de C.V., Grupo Financiero HSBC to organize, operate and function as an insurance institution, after the modification indicated in the resolutive above, remains in its entirety in the following terms:

" AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, THROUGH THE NATIONAL COMMISSION OF INSURANCE AND SURETIES, TO HSBC INSURANCE, S.A. DE C.V., HSBC FINANCIAL GROUP, TO ORGANIZE AND FUNCTION AS AN INSURANCE INSTITUTION, SUBSIDIARY OF HSBC HOLDINGS PLC., A COMPANY RELATED TO HSBC BANK PLC., A FOREIGN FINANCIAL INSTITUTION, BOTH OF THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND, THROUGH THE HSBC FINANCIAL GROUP, S.A. DE C.V., UNDER THE FOLLOWING TERMS:

ARTICLE FIRST.- In exercise of the power conferred on the Federal Government by the articles 5o. and 33-C of the repealed General Law of Mutual Insurance and Society Companies on the Ministry of Treasury and Public Credit, and which from April 4, 2015 are conferred on the National Commission of Insurance and Sureties by articles 11 and 75 of the Law of Insurance and Surety Companies, HSBC Seguros, S.A. de C.V., Grupo Financiero HSBC is authorized to organize, operate and function as an insurance institution, subsidiary of HSBC Holdings Plc., a company related to HSBC Bank Plc., a foreign financial institution, both of the United Kingdom of Great Britain and Northern Ireland, through the HSBC Financial Group, S.A. de C.V.

ARTICLE SECOND.- The subsidiary insurance institution is authorized to practice in the Mexican Republic the life insurance operation, the accident and sickness insurance operation, in the lines of personal accident and medical expenses, the damage insurance operation, in the lines of civil liability and professional risks, maritime and transport, fire, automobiles, miscellaneous, earthquake and other catastrophic risks, as well as the reinsurance operation.

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

I.- Its name shall be HSBC Seguros, S.A. de C.V., Grupo Financiero HSBC.

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

a).- HSBC Seguros, S.A. de C.V., Grupo Financiero HSBC, must have the minimum paid-up capital equivalent in national currency to the value of the Investment Units determined by the National Commission of Insurance and Sureties, with the agreement of its Board of Directors, through general provisions, as established in article 49, first paragraph, of the Law of Insurance and Surety Companies.

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

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

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

THIRD.- This office letter must be published in the Official Gazette of the Federation and in two newspapers of wide circulation from the social domicile of HSBC Seguros, S.A. de C.V., Grupo Financiero HSBC, within one hundred twenty natural days following the date of its notification, in terms of what is provided in article 11 of the Law of Insurance and Surety Companies, at the expense of the interested parties.

This is issued based on the information provided by the petitioner contained in the writings sent and is limited exclusively to the modification of the authorization granted to HSBC Seguros, S.A. de C.V., Grupo Financiero HSBC, in the terms described which, in accordance with the applicable provisions, fall within the competence of this Commission to resolve, and does 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 validates the legality or validity of the same in case such authorizations or approvals are not obtained.

Respectfully

Mexico City, March 6, 2025. - The President of the National Commission of Insurance and Sureties, Ricardo Ernesto Ochoa Rodríguez. - Rubric.

(R.- 564719)

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