Official Letter Declaring the Revocation of Authorization for HSBC Pensiones, S.A. to Operate as an Insurance Institution

DOF: 25/10/2022

OFFICIAL LETTER declaring the revocation of the authorization of HSBC Pensiones, S.A., to function and operate as an insurance institution.

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.- File:

C00.411.3S.2-P0903"22".- Official Letter No. 06-C00-41000-08535/2022.

HSBC PENSIONES, S.A.

Paseo de la Reforma 347

Cuauhtémoc Neighborhood

Cuauhtémoc Borough

C.P. 06500, Mexico City

SUBJECT:

The revocation of the authorization

of HSBC Pensiones, S.A., to function and

operate as an insurance institution is declared.

The Federal Government, through the National Insurance and Sureties Commission, prior to the Agreement of its Board of Directors, based on articles 2, section I, 17, 26 and 31, section VIII, of the Organic Law of the Federal Public Administration; 2, section D, section III, of the Internal Regulations of the Ministry of Finance and Public Credit; 332, sections X and XI, 367, sections I, II, III and IV, 368, fourth paragraph, 369,

section II, 370, fourth paragraph, 372, section XLI, 443, section I, 444, sections I and II, and 445, as well as in the Eighth Transitory Provision of the Law of Insurance and Surety Institutions; as well as in articles

4, sections I and II, 6 and 9 of the Internal Regulations of the National Insurance and Sureties Commission,

issues the

present Resolutions in response to the following Background and Considerations:

BACKGROUND

FIRST.- HSBC Pensiones, S.A., an insurance institution and subsidiary of HSBC Holdings PLC, a company related to HSBC Bank PLC, a financial institution from abroad, both from the United Kingdom of Great Britain and Northern Ireland, was authorized by the Ministry of Finance and Public Credit to organize and function as an insurance institution, through Official Letter 101.-770 of June 17, 1997, published in the Official Gazette of the Federation on August 29 of that same year; its initial name was Pensiones Bital, S.A., Grupo Financiero Bital, modified by official letter 366-IV-230 of January 22, 2004, issued by said

Dependency. This authorization was last modified by this Commission through Official Letter

06-C00- 41100/50655 of September 4, 2017, published in the Official Gazette of the Federation of the 29th of the same

month and year. The aforementioned insurer is authorized to practice the operation of life insurance,

in pension insurance derived from social security laws.

SECOND.- Through writings dated February 17, April 29, May 3, August 12 and 17, 2022,

Marcelo Hernández Diez, in his capacity as General Director of HSBC Pensiones, S.A., requested this

Commission to declare the revocation of the authorization of that insurance institution to function and operate as a

pension insurance institution, due to the assignment of all rights and obligations of

each of the pension insurance policies owned by it, in favor of Pensiones Banorte, S.A.

of C.V., Grupo Financiero Banorte, authorized by the Board of Directors of this Decentralized Body in

its Session 222 of June 29, 2021; in such a way that by extraordinary general assembly of shareholders,

HSBC Pensiones, S.A., resolved to agree to the request for revocation of its authorization to operate as a

insurance institution, as well as the dissolution and conventional liquidation, and the consequent designation of the

liquidator of such society.

THIRD.- The Board of Directors of this Commission in its Session 229 of September 15, 2022,

taking into consideration the favorable opinion of its Authorizations Committee, agreed as follows:

" UNIQUE. The REVOCATION is declared of the authorization granted by the Ministry of

Finance and Public Credit through Official Letter 101.-770 of June 17, 1997, as well as its

modifications, to HSBC Pensiones, S.A., to function and operate as an insurance

institution to practice the life operation, with the sole purpose of operating the

pension insurance derived from social security laws, in virtue that said society

agreed to its dissolution and conventional liquidation through its general

extraordinary assembly of shareholders of August 17, 2022.

" This is based on articles 332, sections X and XI, 334,

second paragraph, 369,

section II, 443, section I, 444, sections I and II, and 445, as well as on the Eighth

Transitory Provision of the Law of Insurance and Surety Institutions, and on the Provisions

29.3.5. to 29.3.8, of the Single Insurance and Surety Circular " .

Once the above has been stated, and:

CONSIDERATIONS

FIRST.- That article 332, sections X and XI, of the Law of Insurance and Surety Institutions,

provides that this Commission, with the agreement of its Board of Directors, and after hearing the insurance

institution, may declare the revocation of the authorization when the general assembly of shareholders of an

insurance institution, through a decision adopted in an extraordinary session, resolves to request it.

SECOND.- That through the writings indicated in the second antecedent of the present, HSBC Pensiones,

S.A., requested this Commission the revocation of the authorization under which it operates, in virtue that its general

extraordinary assembly of shareholders held on August 17, 2022 agreed to carry out the dissolution and

conventional liquidation of such institution.

THIRD.- That this Commission granted the right to be heard to HSBC Pensiones S.A., upon receiving its

revocation request indicated in the previous Consideration, allowing it to expose what

convened to its right, requested information and granted the legal deadlines applicable to deliver, receive and value

its

request.

FOURTH.- That once the documentation and information sent was reviewed, it was determined that the

cause for revocation provided for in article 332, sections X and XI, of the Law of Insurance Institutions and

of Sureties is met, having complied with the requirements provided for in articles 443, section I, 444, sections I and II,

and

445 of the Law of Insurance and Surety Institutions.

FIFTH.- That the Board of Directors of the National Insurance and Sureties Commission, in its Session of September 15

2022 and prior to the favorable opinion of its Authorizations Committee, agreed to revoke the

authorization granted to HSBC Pensiones, S.A., to function and operate as an insurance institution, in virtue

that said society agreed to its dissolution and conventional liquidation through its general assembly

extraordinary of shareholders of August 17, 2022.

In view of the above, this Commission issues the following:

RESOLUTIONS

FIRST.- The REVOCATION is declared of the authorization granted by the Ministry of Finance and

Public Credit through Official Letter 101.-770 of June 17, 1997, as well as its modifications, to HSBC

Pensiones, S.A., to function and operate as an insurance institution to practice the life operation, with

the sole purpose of operating the pension insurance derived from social security laws, in virtue of

that said society agreed to its dissolution and conventional liquidation through its general assembly

extraordinary of shareholders held on August 17, 2022.

This is based on articles 332, sections X and XI, 334, second paragraph, 369, section II, 443,

section I, 444, sections I and II, and 445, as well as on the Eighth Transitory Provision of the Law of Insurance

Institutions and of Sureties.

SECOND.- Attending to what was manifested by the institution in its request writing and complements

indicated above, it was determined that the requirements established in the applicable regulations were met to

declare the revocation of the authorization under which HSBC Pensiones, S.A. operates, in virtue that said

institution agreed to its dissolution and conventional liquidation.

THIRD.- The declaration of the revocation of authorization will incapacitate HSBC Pensiones, S.A., to

grant any insurance and will place it in a state of dissolution and conventional liquidation, from the date

on which said insurance institution is notified of the same, in such a way that, henceforth, when citing the

denomination of the insurance institution, the expression " in liquidation " must be added.

FOURTH.- The declaration of revocation must be published in the Official Gazette of the Federation and in two

newspapers of wide circulation from the social domicile of HSBC Pensiones, S.A., within one hundred and twenty days

following the date of its notification in terms of what is provided in article 11, fourth paragraph, of the Law

of Insurance and Surety Institutions, at the expense of said society.

FIFTH.- From the moment HSBC Pensiones, S.A. is notified of the official letter declaring the revocation of its

authorization, that society will cease to be considered as an insurance institution, and therefore the obligations derived from article 389 of the Law of Insurance and Surety Institutions will cease, regarding the

sending of periodic information that it delivered in its capacity as an operating insurance institution through

the SEIVE for deliveries subsequent to the date of notification of the cited Revocation Official Letter.

SIXTH.- Once the revocation is notified, the liquidator appointed by HSBC Pensiones, S.A., according

to article 443, first paragraph, of the Law of Insurance and Surety Institutions, must instrument and

adopt a calendarized work plan that contains the procedures and measures necessary for the

pending obligations to be settled no later than within the year following the date on which

he protested his appointment, in accordance with what is stated in Provision 29.3.5. and Annex 29.3.5., of the

Single Insurance and Surety Circular.

With regard to the above, as part of the start of the conventional liquidation process, the liquidator

must present the information indicated in Provision 29.3.6. of the Single Insurance and Surety Circular,

in the terms provided in Annex 29.3.6. of that same regulation.

Additionally, the liquidator must deliver a report to the Commission on the progress of the

liquidation process on a monthly basis, which must provide the information indicated in Provision 29.3.7. of the

Single Insurance and Surety Circular, and be presented in the terms indicated in Annex 29.3.7. of

said

Circular.

SEVENTH.- In accordance with what is provided in Provision 29.3.8. of the Single Insurance and Surety

Circular, the liquidator, prior to its publication in the Official Gazette of the Federation and in a newspaper

of national circulation, must present to this Commission the final balance of the liquidation and the statement of

results of the liquidation process, accompanied by the opinion of an independent external auditor that the

liquidator hires for such effect, in the terms indicated in Annex 29.3.4. of the cited Circular.

EIGHTH.- HSBC Pensiones, S.A., must register the notarial instrument 104,793 of August 17

2022, granted before the faith of Licentiate Rosamaría López Lugo, holder of Public Notary number 223, in

this Mexico City, in which the protocolization of the minutes of the extraordinary general assembly of

shareholders of that institution is recorded, held on the same August 17, 2022 in which its shareholders agree,

among others, to request this Commission the revocation of the authorization of HSBC Pensiones, S.A., to

operate

as an insurance institution and carry out the dissolution and conventional liquidation of the institution

in the

Public Registry of Commerce corresponding, and send a copy for comparison of the same with the

data of

inscription in the aforementioned Registry, through a legal representative who accredits his

powers,

to the

Parties Office of this Commission, located at Fernando Villalpando Street No. 18, Guadalupe Inn Neighborhood, Álvaro Obregón Borough, C.P. 01020, Mexico City, or through the email address

oficialiadepartes@cnsf.gob.mx , in accordance with the Tenth and Eleventh numerals of the " Agreement by

which deadlines are established for the continuity of procedures and the resolution of procedures

competence of the National Insurance and Sureties Commission during the period of duration of the contingency

sanitary " , published in the Official Gazette of the Federation on August 3, 2020; as soon as possible and

within ninety days following the date of notification of this Official Letter.

The present resolutions are adopted based on the information provided by the requesting society contained in the writings sent and are limited exclusively to the declaration of the revocation of

HSBC Pensiones, S.A., to function and operate as an insurance institution with the sole purpose of operating

the pension insurance derived from social security laws, in the terms indicated above that in

conformity with the applicable provisions it is the competence of the Board of Directors of this Commission to resolve, and does

prejudge any act that that petitioner carries out and that implies the prior authorization or

approval of other financial, administrative, tax or any other nature authorities, in

terms of the current regulations, nor validates the legality or validity of the same in case that such authorization or approval is not obtained.

This is based on articles 2, section I, 17, 26 and 31, section VIII, of the Organic Law of the

Federal Public Administration; 2, section D, section III, of the Internal Regulations of the Ministry of

Finance and Public Credit; 332, sections X and XI, 367, sections I, II, III and IV, 368, fourth paragraph, 369,

section II, 370, fourth paragraph, 372, section XLI, 443, section I, 444, sections I and II, and 445, as well as in the

Eighth Transitory Provision of the Law of Insurance and Surety Institutions; in articles 4,

sections I and II, 6 and 9 of the Internal Regulations of the National Insurance and Sureties Commission.

Respectfully,

Mexico City, September 15, 2022.- The President of the National Insurance and Sureties Commission , Ricardo Ernesto Ochoa Rodríguez .- Rubric.

(R.-

528229 )

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