Official Letter Modifying the Authorization Granted to HSBC Seguros, S.A. de C.V., Grupo Financiero HSBC

DOF: 29/09/2017

OFFICIAL LETTER modifying 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.- Ministry of Finance and Public Credit.- National Insurance and Sureties Commission.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-Advisory Directorate.- File: C00-411.13.2.1-S0077"16".- Official Letter No. 06-C00-41100/42235.

SUBJECT:

Modification of the authorization granted to HSBC Seguros, S.A. de C.V., Grupo Financiero HSBC.

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

Av. Santa Fe No. 170 4th floor Col. Lomas de Santa Fe Álvaro Obregón 01210, Mexico City

Attention: Lic. Mauricio del Pozzo Ezcurdia Legal Representative

The Federal Government through the National Insurance and Sureties Commission and 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 Law of Insurance and Surety Institutions, as well as articles 6 and 9 of the Internal Regulations of the National Insurance and Sureties Commission, issues the following resolutions in attention to the following Background and Considerations:

BACKGROUND

HSBC Seguros, S.A. de C.V., Grupo Financiero HSBC, was authorized by the Ministry of Finance and Public Credit to organize and function as an insurance institution, through Official Letter 366- IV-3823 of June 25, 1996. This authorization was last modified by the aforementioned Dependence through Official Letter 366-III-0463/14 of June 10, 2014, published in the Official Gazette of the Federation on March 11, 2015.

With writings dated July 29, September 22, November 17, and December 16, all of 2016, and March 23, 2017, Lic. Mauricio del Pozzo Ezcurdia, on behalf of HSBC Seguros, S.A. de C.V., Grupo Financiero HSBC, requested the approval of this Commission to reform Clause Sixth of the social bylaws of said Institution, so that its social capital would be $620,296,580.00 M.N., of which $310,148,290.00 M.N. correspond to the minimum fixed capital without right of withdrawal and $310,148,290.00 M.N., to the variable capital with right of withdrawal.

Through Official Letter 06-C00-41100/19512 of May 8, 2017, this Commission approved the modification to Clause Sixth of the social bylaws of HSBC Seguros, S.A. de C.V., Grupo Financiero HSBC, in the terms agreed upon in the protocolization of public instrument number 324,506 of December 14, 2016, granted before the notary of Lic. Georgina Schila Olivera González, Holder of Notary number 207, Associated with Lic. Tomás Lozano Molina, Notary number 10, with practice in Mexico City, registered in the Public Registry of Property and Commerce of Mexico City, under the commercial folio number 208403* of March 9, 2017.

In this context, and due to the increase in the minimum paid-in capital of HSBC Seguros, S.A. de C.V., Grupo Financiero HSBC, the modification to the authorization of such institution was submitted to the consideration of the Board of Directors of the National Insurance and Sureties Commission in its session 195 of July 20, 2017, which agreed, prior to the favorable opinion of the Authorizations Committee of the same Commission, the following:

" SOLE.- The bases of the authorization granted to HSBC Seguros, S.A. de C.V., Grupo Financiero HSBC, are MODIFIED, so that the reference to the amount of the capital of said insurance institution is eliminated, substituting it with a wording that establishes that the institution must have the minimum paid-in capital that is 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 Law of Insurance Institutions and Sureties. "

CONSIDERATIONS

FIRST.- That article 369, section II, of the Law of Insurance and Surety Institutions, 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 the resolution issued in the aforementioned Official Letter 06-C00-41100/19512 of May 8 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 Proem and Articles First and Third, first paragraph, base II, subsection a), of the authorization granted to HSBC Seguros, S.A. de C.V., Grupo Financiero HSBC, 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 SURETIES, TO HSBC INSURANCE, S.A. DE C.V., FINANCIAL GROUP HSBC, 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 THE HSBC FINANCIAL GROUP, S.A. DE C.V., IN THE FOLLOWING TERMS:

" ARTICLE FIRST.- In exercise of the power conferred on the Federal Government by articles 5 and 33-C of the repealed General Law of Insurance and Mutual Insurance Societies by the Ministry of Finance and Public Credit, and which from April 4, 2015, confer articles 11 and 75 of the Law of Insurance and Surety Institutions, to the National Insurance and Sureties Commission, HSBC Seguros, S.A. de C.V., Grupo Financiero HSBC, is authorized 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 from the United Kingdom of Great Britain and Northern Ireland, through the Group HSBC Financial Group, S.A. de C.V.

" ...

" ARTICLE THIRD.- The subsidiary insurance institution to which this resolution refers shall be subject to the provisions of the Law of Insurance and Surety Institutions, as well as those derived from it, to the General Law of Commercial Societies, and to the other laws applicable to it and, in particular, to the following bases:

" ...

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

" a).- The institution must have the minimum paid-in capital that is determined for the year in question, for each operation or line of business it has authorized, expressed in Units of Investment and which must be paid in national currency, as ordered by article 49, first paragraph, of the Law of Insurance and Surety Institutions.

" ...

" ... " .

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

" AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, THROUGH THE COMMISSION NATIONAL INSURANCE AND SURETIES, TO HSBC INSURANCE, S.A. DE C.V., FINANCIAL GROUP HSBC, 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 THE HSBC FINANCIAL GROUP, S.A. DE C.V., IN THE FOLLOWING TERMS:

" ARTICLE FIRST.- In exercise of the power conferred on the Federal Government by articles 5 and 33-C of the repealed General Law of Insurance and Mutual Insurance Societies by the Ministry of Finance and Public Credit, and which from April 4, 2015, confer articles 11 and 75 of the Law of Insurance and Surety Institutions, to the National Insurance and Sureties Commission, HSBC Seguros, S.A. de C.V., Grupo Financiero HSBC, is authorized 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 from the United Kingdom of Great Britain and Northern Ireland, through the Group 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 illness insurance operation, in the lines of personal accident and medical expenses, the operation of property insurance, 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 to which this resolution refers shall be subject to the provisions of the Law of Insurance and Surety Institutions, as well as those derived from it, to the General Law of Commercial Societies, and to the other laws applicable to it and, in particular, to the following bases:

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

" II.- Its social capital will be variable according to the following:

" a).- The institution must have the minimum paid-in capital that is determined for the year in question, for each operation or line of business it has authorized, expressed in Investment Units and which must be paid in national currency, as ordered by article 49, first paragraph, of the Law of Insurance and Surety Institutions.

" b).- The variable capital with right of withdrawal in no case may be greater than the paid capital without right of withdrawal.

" III.- Its corporate domicile will 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 Gazette of the Federation and in two newspapers of wide circulation from the corporate domicile of the institution, within one hundred and twenty days following the date of their notification to HSBC Seguros, S.A. de C.V., Grupo Financiero HSBC, in terms of what is provided in article 11, in relation to article 75, both of the Law of Insurance and Surety Institutions, at the expense of the interested parties.

The issuance of this document is 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 that insurance institution, in the terms described which, in accordance with the applicable provisions, compete to resolve this Commission, and does not prejudge any act that said society carries out and which implies the prior authorization or approval of other financial, administrative, tax or any other authorities, in terms of current regulations, nor validates the legality or validity of the same in case of not obtaining said authorizations or approvals.

This is made known to you, based on articles 11, 66, 75, 369, section II, 370, last paragraph, and 372, section XLI, of the Law of Insurance and Surety Institutions, as well as in the articles 6 and 9 of the Internal Regulations of the National Insurance and Sureties Commission.

Respectfully,

Effective Suffrage. No Re-election.

Mexico City, July 24, 2017.- The President of the National Insurance and Sureties Commission, Norma Alicia Rosas Rodríguez.- Rubric.

(R.- 456525)

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