(g)
(h)
(i)
(j)
(k)
(1)
(2) an authority to HSBC Holdings or any person appointed by HSBC Holdings to sign any consent to short notice of a general or separate class meeting on his behalf and/or to execute a form of proxy in respect of such Midland shares appointing and/or to appoint as a corporate representative any person nominated by HSBC Holdings to attend general or separate class meetings of Midland or its members or any of them or any adjournment thereof and to exercise the votes attaching to such Midland shares on his behalf, such votes (where relevant) to be cast so far as possible to satisfy any outstanding condition of the Final Offer; and
(3) the agreement of such Midland shareholder not to exercise any of such rights without the consent of HSBC Holdings and the irrevocable undertaking of such shareholder not to appoint a proxy or representative for or to attend any such meetings;
that he will deliver to National Westminster Bank Plc, Registrar's Department, New Issues Section, at the address set out in paragraph (iii) of Part B of this Appendix, his share certificate(s) and/or other document(s) of title in respect of the Midland shares referred to in paragraph (a)(i) of this Part C, or an indemnity acceptable to HSBC Holdings in lieu thereof, as soon as possible and in any event within six months of the Final Offer becoming unconditional in all respects; that the terms and conditions of the Final Offer contained in this document shall be incorporated in and form part of the Form of Acceptance, which shall be read and construed accordingly;
that, if he accepts the Final Offer, he shall do all such acts and things as shall be necessary or expedient to vest in HSBC Holdings or its nominee(s) or such other persons as it may decide the Midland shares aforesaid and accordingly the power(s) of attorney and authorities conferred by or referred to in this Part C are given by way of security and shall be irrevocable in accordance with section 4 of the Powers of Attorney Act 1971;
that he agrees to ratify each and every act or thing which may be done or effected by HSBC Holdings or Schroders or any director of HSBC Holdings or Schroders or their respective agents or Midland or its agents, as the case may be, on the proper exercise of any of his or its powers and/or authorities hereunder;
that the execution of the Form of Acceptance constitutes his submission, in relation to all matters arising out of or in connection with the Final Offer and the Form of Acceptance, to the exclusive jurisdiction of the courts of England; and that if any provision of or referred to in this Appendix I shall be unenforceable or invalid or shall not operate so as to afford HSBC Holdings and Schroders and/or any director of either of them the benefit of the authority expressed to be given therein, he shall with all practical speed do all such acts and things and execute all such documents as may be required or desirable to enable HSBC Holdings and Schroders and/or any director of either of them to secure the full benefit of this Appendix I.
References in this Appendix I to a Midland shareholder shall include references to the person or persons executing a Form of Acceptance and in the event of more than one person executing a Form of Acceptance the provisions of this Appendix I shall apply to them jointly and to each of them.
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