TNAG-2474-FCO40-3604-Business-matters-in-Hong-Kong-acquisition-of-Midland-Bank-by-1992 — Page 32

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services Act 1986 immediately.

This document and the accompanying Supplementary Listing Particulars should be read in conjunction with the Original Offer Document and Listing Particulars dated 8 May 1992, copies of which are available from National Westminster Bank Plc, Registrar's Department, New Issues Section, P.O. Box 859, Hartcliffe, Bristol BS99 1XZ.

The Supplementary Listing Particulars have been prepared in accordance with the listing rules made under section 142 of the Financial Services Act 1986 and a copy has been delivered to the Registrar of Companies in England and Wales for registration as required by section 149 of that Act.

If you have sold or otherwise transferred all your shares in Midland Bank plc, please send this document and the accompanying documents as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. However, such documents should not be forwarded or transmitted in or into the United States, Malaysia or (except as provided in Appendix I to this document) Japan.

Recommended Final Offer

by

Schroders

on behalf of

HSBC Holdings plc

to acquire the whole of the issued share capital of

Midland Bank plc

not already owned by the HSBC Holdings group

Your attention is drawn to the letter from the Chairman of Midland Bank plc, set out on pages 5 and 6. Your attention is also drawn to the letter from the Chairman of HSBC Holdings plc, set out on pages 7 and 8.

The procedure for acceptance of the Final Offer is set out on pages 15 to 17 of this document. Forms of Acceptance should be despatched as soon as possible and, in any event, should be received not later than 1.00 p.m. on 25 June 1992. If you have any questions as to how to complete the Form of Acceptance, please contact National Westminster Bank Plc, Registrar's Department, New Issues Section, P.O. Box 859, Hartcliffe, Bristol BS99 1XZ (but not from the United States) (telephone: 0272 370666).

The Final Offer referred to in this document is not being made directly or indirectly in, and this document is not being, and must not be, mailed or otherwise distributed or sent in or into, the United States, Malaysia or (except as provided in Appendix I to this document) Japan. The new HSBC Holdings shares and the new HSBC Holdings bonds to be issued pursuant to the Final Offer have not been and will not be registered under the United States Securities Act of 1933 (as amended) and the new HSBC Holdings bonds are subject to US tax law requirements. Accordingly, the new HSBC Holdings shares and the new HSBC Holdings bonds may not be offered, sold or delivered, directly or indirectly, in the United States. All Midland shareholders (including nominees, trustees or custodians) who would, or otherwise intend to, forward this document and its accompanying documents, should read the further details in this regard which are contained in paragraph (vi) of Part B and in Part C of Appendix I to this document before taking any action.