Official Letter Modifying the Authorization Granted to HSBC Pensiones, S.A. to Operate as an Insurance Institution

DOF: 29/09/2017

OFFICIAL LETTER modifying the authorization granted to HSBC Pensiones, S.A.

A seal bearing the National Coat of Arms appears on the margin, stating: United Mexican States.- Ministry of Finance and Public Credit.- National Insurance and Bonding Commission.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-Advisory Directorate.- File: C00.411.13.2.1-P0903"17".- Official Letter No. 06-C00-41100/50655.

SUBJECT:

Modification of the authorization

granted to HSBC Pensiones, S.A.

HSBC PENSIONS, S.A.

Av. Santa Fe No. 170, 4th floor

Lomas de Santa Fe Neighborhood

Álvaro Obregón

01210, Mexico City

Attn:

Lic. Óscar Mauricio Castillo

Monroy

Legal Representative

The Federal Government through the National Insurance and Bonding Commission, and with the prior Agreement of its Board of Directors, based on articles 11, 66, 75, 369, section II, 370, last paragraph, and 372, section XLI, of the Insurance and Bonding Institutions Law, as well as articles 6 and 9 of the Internal Regulations of the National Insurance and Bonding Commission, issues the following resolutions in response to the following Background and Considerations:

BACKGROUND

HSBC Pensiones, S.A., was authorized by the Ministry of Finance and Public Credit to organize and operate as an insurance institution in the life insurance operation, with the sole purpose of managing pension insurance, derived from social security laws, through Official Letter 101.-770 of June 17, 1997. This authorization was last modified by said Department through Official Letter 366-IV-USVP-250/06 of September 18, 2006.

Through a written request dated July 29, 2016, received by this Commission on August 5 of the same year, HSBC Pensiones, S.A., requested approval from this Commission to modify Clause Sixth of its bylaws due to the increase in the minimum fixed social capital without withdrawal rights to the amount of $845,018,645.00.

Through Official Letter 06-C00-41100/44378 of August 3, 2017, this Commission approved the modification of Clause Sixth of the Bylaws of HSBC Pensiones, S.A., contained in public instrument No. 324,703 of January 24, 2017, granted before the notary public Lic. Tomás Lozano Molina, Public Notary No. 10 of this Mexico City, registered in the Public Commerce Registry of Mexico City, under Commercial Folio No. 223963 with a date of June 14, 2017.

As a result of the information presented in Background items 2 and 3, the National Insurance and Bonding Commission presented before the Authorizations Committee of said Commission, the proposal to modify the terms of the authorization granted to HSBC Pensiones, S.A., in order to eliminate the reference to the amount of social capital it holds, so that it states that its capital must be expressed in Investment Units and be paid in national currency, as ordered by article 49, first paragraph, of the Insurance and Bonding Institutions Law.

The aforementioned modification was submitted to the consideration of the Board of Directors of the National Insurance and Bonding Commission in its session 196 of August 29, 2017, which, taking into account the favorable opinion issued by the Authorizations Committee of the same Commission, agreed as follows:

"SOLE.- The terms of the authorization granted to HSBC Pensiones,

S.A., are MODIFIED, so that the reference to the amount of capital of said insurance

institution is eliminated, substituting it with wording that establishes that the institution must

have the minimum paid-up capital determined for the year in question, for

each operation and lines of business it has authorized, which must be expressed in

investment units and paid in national currency, in terms of article 49,

first paragraph, of the Insurance and Bonding Institutions Law. "

CONSIDERATIONS

FIRST.- That article 369, section II, of the Insurance and Bonding Institutions Law, 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 an insurance institution.

SECOND.- That as a result of the resolution issued in the aforementioned Official Letter 06-C00-41100/44378 of August 3

2017, the terms of the authorization granted to that insurance institution must be modified.

In view of the foregoing, the following are issued:

RESOLUTIONS

FIRST.- The Preamble and Articles First and Third, base II, of the authorization granted

to HSBC Pensiones, S.A., to organize and function as an insurance institution are modified, to read as follows:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, THROUGH THE COMMISSION

NATIONAL INSURANCE AND BONDING, TO HSBC PENSIONS, S.A., TO ORGANIZE AND

FUNCTION AS AN INSURANCE INSTITUTION SUBSIDIARY OF HSBC HOLDINGS PLC., A COMPANY

RELATED TO HSBC BANK PLC., FOREIGN FINANCIAL INSTITUTION, BOTH FROM THE

UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND, THROUGH HSBC INSURANCE, S.A.

OF C.V., HSBC FINANCIAL GROUP, UNDER THE FOLLOWING TERMS.

" ARTICLE FIRST.- In exercise of the power conferred by articles 5o. and 33-C of the

repealed General Law of Insurance and Mutual Insurance Companies to the Ministry

of Finance and Public Credit, and which from April 4, 2015, are conferred by articles

11 and 75 of the Insurance and Bonding Institutions Law to the National Commission of

Insurance and Bonding, authorization is granted to HSBC Pensiones, S.A., to organize and

function as an insurance institution subsidiary of HSBC Holdings Plc., a related company

with HSBC Bank Plc., a foreign financial institution, both from the United Kingdom of Great

Britain and Northern Ireland, through HSBC Seguros, S.A. de C.V., HSBC Financial Group.

" ...

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

Insurance and Bonding Institutions Law, as well as those derived from it, to the

General Law of Commercial Companies, as well as to the other laws applicable to it

and, in particular, to the following bases:

" ...

" II.- The institution must have the minimum paid-up capital determined for the year

in question, for the operation it has authorized, expressed in Investment Units and

which must be paid in national currency, as ordered by article 49, first paragraph, of

the Insurance and Bonding Institutions Law.

" ... " .

SECOND.- The authorization granted to HSBC Pensiones, S.A., to organize and function as

an insurance institution, after the modification indicated in the previous Resolutive, remains in its entirety

in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, THROUGH THE COMMISSION

NATIONAL INSURANCE AND BONDING, TO HSBC PENSIONS, S.A., TO ORGANIZE AND

FUNCTION AS AN INSURANCE INSTITUTION SUBSIDIARY OF HSBC HOLDINGS PLC., A COMPANY

RELATED TO HSBC BANK PLC., FOREIGN FINANCIAL INSTITUTION, BOTH FROM THE

UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND, THROUGH HSBC INSURANCE, S.A.

OF C.V., HSBC FINANCIAL GROUP, UNDER THE FOLLOWING TERMS.

" ARTICLE FIRST.- In exercise of the power conferred by articles 5o. and 33-C of the

repealed General Law of Insurance and Mutual Insurance Companies to the Ministry

of Finance and Public Credit, and which from April 4, 2015, are conferred by articles

11 and 75 of the Insurance and Bonding Institutions Law to the National Commission of

Insurance and Bonding, authorization is granted to HSBC Pensiones, S.A., to organize and

function as an insurance institution subsidiary of HSBC Holdings Plc., a related company

with HSBC Bank Plc., a foreign financial institution, both from the United Kingdom of Great

Britain and Northern Ireland, through HSBC Seguros, S.A. de C.V., HSBC Financial Group.

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

Mexican Republic, the life insurance operation, with the sole purpose of managing

pension insurance, derived from social security laws.

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

Insurance and Bonding Institutions Law, as well as those derived from it, to the

General Law of Commercial Companies, as well as to the other laws applicable to it

and, in particular, to the following bases:

" I.- The name shall be HSBC Pensiones, Sociedad Anónima.

" II.- The institution must have the minimum paid-up capital determined for the year

in question, for the operation it has authorized, expressed in Investment Units and

which must be paid in national currency, as ordered by article 49, first paragraph, of

the Insurance and Bonding Institutions Law.

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

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

THIRD.- These resolutions must be published in the Official Journal of the Federation and in two

newspapers of wide circulation from the corporate domicile of the institution, within one hundred twenty days

following the date of their notification to HSBC Pensiones, S.A., in terms of what is provided in article 75,

second paragraph, of the Insurance and Bonding Institutions Law, at the expense of the interested parties.

These resolutions are issued based on the information provided by the petitioner

contained in the written submissions sent and are limited exclusively to the modification of the authorization granted to

HSBC Pensiones, S.A., under 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 that

implies the prior authorization or approval of other financial, administrative, tax or

of any other nature authorities, in terms of current regulations, nor validates the legality or validity of the

same in case such authorizations or approvals are not obtained.

You are hereby informed of the foregoing, based on articles 11, 66, 75, 369, section II, 370,

last paragraph, and 372, section XLI, of the Insurance and Bonding Institutions Law, as well as in the

articles 6 and 9 of the Internal Regulations of the National Insurance and Bonding Commission.

Respectfully,

Effective Suffrage. No Re-election.

Mexico City, September 4, 2017.- The President of the National Insurance and Bonding Commission, Norma Alicia Rosas Rodríguez .- Rubric.

(R.- 456522)

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