EX-99.2

Number of ADSs

Deposit Amount

Total Payment

to be Subscribed for

per New ADS

Required

Exercised ADS Rights

U.S.$ 

Exhibit 99.2

Please note that the offering referenced in this letter is being made in the United States pursuant to a prospectus (the “Prospectus”) and related registration statement filed with the United States Securities and Exchange Commission on March 17, 2009. A copy of the Prospectus will not be delivered to holders of ADSs unless they specifically request it. The Prospectus is available online by visiting [url of filed US Prospectus]. Pursuant to Rule 173 of the Securities Act of 1933, as amended, ADS holders are deemed to have access to the Prospectus. If ADS holders would like to request that a copy of the Prospectus be mailed to them or for additional copies of the enclosed materials, they may call 1-866-208-3310 between the hours of 9:00 a.m. (New York City time) and 6:00 p.m. (New York City time), Monday through Friday, or write BNY Mellon Shareowner Services, 480 Washington Blvd., Jersey City, NJ 07310.

Rights Offering

HSBC Holdings plc


To:		Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
From:		The Bank of New York Mellon
Date:		March 19, 2009
Re:		Rights Offering of HSBC Holdings plc

This letter is being distributed to you in connection with a rights offering (the “Rights Offering”) by HSBC Holdings plc (“HSBC”), a public limited company of the United Kingdom. Each holder of record of HSBC American Depositary Shares (“ADSs”) as of March 13, 2009 (the “Record Date”) is entitled to receive five non-transferable ADS rights (“ADS Rights”) for every 12 ADSs held on the Record Date. One ADS Right will entitle its holder to subscribe for one newly issued ADS at a subscription price of £12.70 per ADS, payable in U.S. dollars, as described in the Prospectus. The ADS Rights are non-transferable and will not be admitted to trading on The New York Stock Exchange or any other exchange.

In order to exercise ADS Rights, holders must deposit U.S.$19.53 per new ADS, which is the estimated subscription price of U.S.$17.75 per new ADS, being the ordinary share subscription price multiplied by five to reflect that each ADS represents five ordinary shares and translated into U.S. dollars at the rate published by Bloomberg on March 13, 2009, plus 10%, which represents an allowance for potential fluctuations in the exchange rate between the U.K. pound sterling and the U.S. dollar, the applicable U.K. stamp duty reserve tax of 1.5% and any currency conversion expenses of The Bank of New York Mellon (the “Rights Agent”). If the actual U.S. dollar subscription price plus any currency conversion expenses and the applicable U.K. stamp duty reserve tax is less than the deposit amount, holders will be refunded the difference without interest. If the actual U.S. dollar subscription price plus any currency conversion expenses and U.K. stamp duty reserve tax is more than the deposit amount, holders will be required to pay the amount of such shortfall to the Rights Agent. Reference should be made to the Prospectus for a complete description of the Rights Offering.

If ADS holders decide not to exercise their ADS Rights, they may instruct the Rights Agent to attempt to sell the ordinary share rights underlying their ADS Rights for them. Alternatively, ADS holders may surrender any of their ADS Rights and receive the underlying ordinary share rights by so instructing the Rights Agent. If holders take no action with respect to any ADS Rights within the time periods prescribed below, the ADS Rights will be deemed to have been declined and will lapse. If possible, the new ordinary shares ultimately underlying the unexercised ADS Rights will be sold to other people on the ADS holders’ behalf, and any net proceeds of the sale in excess of the amount of the share subscription price plus the expenses of such sale will be sent to the applicable ADS holders by check. There is no guarantee that it will be possible to find other people to acquire the new ordinary shares ultimately underlying the ADS Rights at a price which results in a payment to the ADS holder. ADS holders will receive compensation for unexercised ADS Rights only if and to the extent a premium over the share subscription price, after deducting the expenses of procuring such subscribers (including any applicable brokerage and commissions and amounts in respect of U.K. value added tax which are not recoverable), can be obtained.

Enclosed herewith for your information is a specimen of the Subscription Form that is being sent by the Rights Agent to all registered ADS holders. Also enclosed herewith for your information and forwarding to your clients are copies of the following documents:

1. A letter with enclosures that may be sent to each client for whose account you hold ADSs registered in your name, and a form for obtaining your client’s instructions with regard to the Rights Offering; and

2. Instructions regarding the exercise of ADS Rights.

Please furnish copies of the enclosed materials to those of your clients for whose accounts you hold ADSs in your name or in the name of your nominee.

We urge you to contact your clients as promptly as possible. In order to (i) surrender their ADS Rights in time to receive the underlying ordinary share rights or (ii) instruct the Rights Agent to attempt to sell the ordinary share rights ultimately underlying their ADS Rights for them, the Rights Agent must receive appropriate instructions no later than 5:00 p.m. (New York City time) on March 30, 2009. In order for your clients to exercise their ADS Rights, the Rights Agent must receive appropriate instructions no later than 5:00 p.m. (New York City time) on March 31, 2009. If you fail to submit appropriate instructions to the Rights Agent on behalf of your clients by such time their ADS Rights will be deemed to have been declined and will lapse.

HSBC will not pay any fees or commissions to any broker, dealer or other person other than the joint global coordinators of the Rights Offering for soliciting subscriptions pursuant to the Rights Offering.

Nothing contained herein or in the enclosed documents shall make you or any other person the agent of HSBC or the Rights Agent or any agent or affiliate of either of them, or authorize you or any other persons to make any statement or use any document on behalf of any of them in connection with the Rights Offering other than the enclosed documents, the Prospectus and the statements contained therein.

HSBCH OLDINGS SUBSCRIPTION AND INSTRUCTION FORMInvestor ID NumberTHIS SUBSCRIPTION AND INSTRUCTION FORM, N I CLUDING THE ACCOMPANYING INSTRUCTIONS, SHOULD BE READCAREFULLY BEFORE THIS FORM S I COMPLETED.HSBC Holdings plc has granted o t holders of t i s American Depositary Shares “ ( ADS”) as of March13, 2009 (th e “Record Date”) if ve rights (“ADS Rights) f o r each 12 ADSs held on the RecordDate. Each ADS Right entit e l s the holder o t purchase one new ADS at the U.S. dollar equivalentof each. Al entitlements are o r unded down o t h t e nearest whole ADS Right. No f r actional ADS Rights will be distributed. Holders wishing o t exercise ADS Rights must deposit $19.53 pernew ADS ( t he D “ eposit Amount”) t o account o f r possible exchange rate fluctuations,applicable U.K. stamp duty e r serve tax of 1.5% payable by the ADS holder exercising his/her ADSrights and applicable currency conversion expenses. Any surplus u f nds wil be e r funded. If thereshould be a deficiency, you will be e r quired t o pay it before you receive your new ADSs.For a more complete description of the t e rms and conditions of h t e Rights Of ering, pleaserefer o t h t e Prospectus dated March 17, 2009 (the “Prospectus”), which is in corporated here inby r e ference. Copies of the Prospectus are available upon e r quest r f om BNY Mellon ShareownerServices (to ll r f ee (866) 208-3310).I hereby r i revocably give t h e instructio ns indicated on h t is f o rm upon h t e e t rms andconditions specified in h t e Prospectus. Receipt of h t e Prospectu s s i hereby acknowledged.PLEASE CERTI FY YOUR TAXPAYER ID ENTIFICAT O I NNUMBER ( T IN ) BYCOMPLETING THE INFORMATION IN BOX NUMB ER F ONTHE REVERSE SIDE.SEE N I STRUCTIONSON THE REVERSE SIDEB NUMBER OF NEW ADSsSU BSCRIBED FORWHOLE ADSsA Sig nature: This form must be signed by h t e e r gistered holder(s ) exac tly as t heir name(s)appears on the certif icate(s) C NUMBER OF ADS RIGHTS or by person(s) aut horize d t o sign on behaf l of t h e registered hol der(s ) by documen ts r t an smit e t d herewith. SURRENDERED FOR DELIVERYOF UNDER LYINGORDIN ARY WHOLEADSs RIGHTSXSH ARE RIGHTS Signature of ADS holder Date Daytime Telephone #NUMBER OF ADS RIGHTSTO B E D OFFERED FOR SALEX Signature of ADS holder Date Daytime Telephon e # WHOLE ADS RIGHTSOPTION 4 ABOVE EX PIRESAT5 :00 P .M., NEW YORKCITY TIME,O N MARCH3 0,2009. ESUBSCRIPTION CERTIFICATE NUMBER CUSIP NUMBERNEW ADSs TO SUBSCRIBE ADS RIGHTS RECORD DATE ADSsHSBC HOLDINGS ADSRIGHTS OFFERINGA. Number of New ADSs subscribed for : New ADSsB. Tota l Deposit Amount (li ne A multip lie d by $19.53): $ C. Meth od of Payment.(1) Certifi ed or Cashier’s check or money orderp ayable to BNYM ellon Shareowner Services(acting on behalf of The Bank ofN ew York Mellon).A personal checkw ill notb e accepted.HOW TO CONTACT BNY MELLON SHAREOWNER SERVIC ESBy Telephone - 9 a.m.t o 6 p.m. NewY ork Time, Monday through Friday,exceptf or bank holidays:From wit hin the U.S., Canada or Puerto Rico 1-866-208-3310 (T oll Free) From outside the U.S.1-201-680-6579 (C olle ct)SUBSCRIP TION TO PURCHASEN EW ADSs OF HSBC HOLDIN GSRETURN TO: THE BANKO FN EW YORK MELLON C/O BNYM ELLON SHAREOWNER SERVICESWHERE TOF ORWARDY OUR SUBSCRIP TIO N MATERIALSByM ail : By Overnight Couriero r By Hand:BNYM ellon Share owner Serv ices BNYM ellonS hareowner Services Attn :C orporateActio n Dept., 27 th Floor Attn : Corporate ActionD ept., 27 thFlo or P.O. Box 3301 480W ashingto n Boulevard SouthH ackensack, NJ 07606JerseyC ity ,N J0 7310THIS ADS RIGHTS OFFERIN G EXPIRES AT 5:00 P.M.,N EW YORK CITYT IME, ON MARCH 31, 2009 AND THISSUBSCRIPTION CERTIFICATE S I V OIDT HEREAFTER. YOUR SUBSCRIPTION MATERIALS MUST BE RECEIVEDB YTHESE DATES IN ORDER TO BE VALID.

F SUBSTITUTE FORM W-9 - Department of the Treasury, w Internal Revenue Service Payer’sRequest for Taxpayer Identification Number (TIN)FILL IN t h espace below. CREST Participant ID:Pa r t 1 -PLEAS E PROVI DE Y OU R TAX PAYE R ID ENT F I ICATIO N NUMBER (“TIN “ ) I N THE BOXAT TH E RI GHT AND CERTIF Y BYS I G NING ANDDATING BELOWCREST MemberA ccount ID:Under penalties ofperjury. I certify h tat:1. The number shown on this form is EXEMPT PAYEE Full Name of CRESTA ccount:my correct taxpayer identification numb er(or I am wait ing for a number to be issuedto me), andPlea se check appropriate box:Individ ual/ Sole proprie o t r U.K. Receiving BrokerN ame:2. I am not subject to backu p wit hholdingbecause: ( a ) I am Corp ora tio n Part nership exempt from backup withholding, or ( b )Ihave not beenLim ited liabilit y company U.K. Receiving BrokerC onta ct:notified by the Internal Revenue Service (IRS) that Iam subject to backup withholding as a result of a Enterth e tax cla ss ficatio i n D=disregarded entit y f ailu re to report all inte rest ordividends, o r (c) t h e I RS has Receiv ing Broker PhoneN umber: notified me t hat I am no longer C=corp or atio nP=partners hip subject to backup withholding, andOther U.S. BrokerN ame:3. I am a U.S.citizen or otherU.S. person(including a U.S. er sident alien).U.S. BrokerC ontact:Signature Date U.S. BrokerP honeN umber:COMPLETE ALL APPLICABLE SECTIONS OF THIS FORM USING THE INSTRUCTIONS BELOW.A Sig n and date Box 1a ndi nclude your day time phonen umber.B Place an X in the box and fill int hen umber of whole New ADSy ou wish to subscribe forC Pla ce an X in the box and fil in the number of whole ADS Rights you wish to surrender fordelivery of underlying ordinary share rights andc omplete the deliv ery instruction box in 7 below.D Pla ce an X n i the box and fill in the number of ADS Rights you wisht o offer for s ale. PLEASENOTE, IF YOU SELECT THISOPTION, YOU MUST ENSURE DELIVERY OF THIS SUBSCRIPTION FORM TO THE BANK OF NEW YORK MELLON BY NOLATTER THAN5 :00P .M., NEWY ORK CITY TIME ONM ARCH 30, 2009.E Rights carda nd calculation section for determ inin g your total deposit amount.F PLEASE SIGN INB OX 6 TO CERTIFY YOUR TAXPAYER ID OR SOCIA L SECURITY NUMBER fi you are a U.S.Taxpayer.If the Taxpayer D I or Social Securit y Number is incorrect or blank, insert or write th ecorrected number in Box 6 and sign to certify. You must cross-out item 2 therein if you have beennotified by the Inte rnal Revenue Service that you are currently subject to backup with holdingbecause you havef ailed to report all in e t rest and dividends ony our tax return. Please notethat BNY Mellon Shareowner Services may with hold 28% of your proceeds as required by the IRS ifthe Taxpayer ID or Social Security Number is not certi if ed on our records. If youa re a non - U.S . Taxpayer, please complete and return form W-8BEN or other appli cablew ithholding form. w Ify ouare surrendering ADS Rights for delivery of underl ying ordinary share rights, please comple e t Box 7 with details of a U.K. securi it es account o t which those share rights can be delivered. Inorder not to delay the credit of rights into your CREST account, please provid e receive instr uctions to CREST o t accept a deliv ery of rights from BO011 for the quantity of rights subscribed.THIS ADS RIGHTS OFFERING HAS BEEN QUALIFIED OR IS BELIEVED TO BE EXEMPT FROM QUALIFICATION ONLYUNDER THE FEDERAL LAWS OF THE UNITED STATES AND THE LAWS OF THE STATES IN THE UNITED STATES.RESIDENTSO F OTHER JURIS DICTIONS MAY NOT PURCHASE THE SECURITIES OFFERED HEREBY UNLESS THEYCERTIFY THAT THEIR PURCHASES OF SUCH SECURITIES ARE EFFECTED IN ACCORDANCE WITH THE APPLICABLE LAWSOF SUCH JURISDICTIONS.OPTION 4 ABOVE EXPIRES AT 5:00 P.M.,N EWY ORK CITY TIME, ON MARCH 30, 2009.THIS ADS RIGHTS OFFERING EXPIRES AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH 31, 2009 AND THISSUBSCRIPTION CERTIFICATE

Please note that the offering referenced in this letter is being made in the United States pursuant to a prospectus (the “Prospectus”) and related registration statement filed with the United States Securities and Exchange Commission on March 17, 2009. A copy of the Prospectus will not be delivered to you unless you specifically request it. The Prospectus is available online by visiting [url of filed US Prospectus]. Pursuant to Rule 173 of the Securities Act of 1933, as amended, you are hereby deemed to have access to the Prospectus. If you would like to request that a copy of the Prospectus be mailed to you or for additional copies of the enclosed materials, please call 1-866-208-3310 between the hours of 9:00 a.m. (New York City time) and 6:00 p.m. (New York City time), Monday through Friday, or write BNY Mellon Shareowner Services, 480 Washington Blvd., Jersey City, NJ 07310.

Rights Offering

HSBC Holdings plc

To Our Clients:

On March 2, 2009, HSBC Holdings plc (“HSBC”) announced a rights offering (the “Rights Offering”), the terms of which are set out in the Prospectus. As described in the Prospectus, for every 12 American Depositary Shares (“ADSs”) of HSBC held by us in your account as of March 13, 2009 (the “Record Date”) you have received five ADS rights (“ADS Rights”). Each ADS Right entitles you to subscribe for one new ADS of HSBC at a subscription price of £12.70 per new ADS, payable in U.S. dollars. Entitlements to ADS Rights were rounded down to the nearest whole number. No fractional ADS Rights will be distributed, although you may receive a payment in respect of fractional ADS Rights entitlements, as described in the Prospectus. The ADS Rights are non-transferable and will not be admitted to trading on The New York Stock Exchange or any other exchange.

In order to exercise your ADS Rights, you must deposit U.S.$19.53 per new ADS, which is the estimated subscription price of U.S.$17.75 per new ADS, being the new ordinary share subscription price translated into U.S. dollars at the exchange rate published by Bloomberg on March 13, 2009, multiplied by five to reflect that each ADS represents five ordinary shares, plus 10% to account for potential fluctuations in the exchange rate between the U.K. pound sterling and the U.S. dollar, any currency conversion expenses of The Bank of New York Mellon (the “Rights Agent”) and the payment of the applicable U.K. stamp duty reserve tax of 1.5%. If the actual U.S. dollar subscription price plus any currency conversion expenses and U.K. stamp duty reserve tax is less than the deposit amount you will be refunded such excess without interest. If the actual U.S. dollar subscription price plus any currency conversion expenses and applicable U.K. stamp duty reserve tax is more than the deposit amount, you will be required to pay the amount of such shortfall to the Rights Agent. Reference should be made to the Prospectus for a complete description of the Rights Offering.

If you decide not to exercise your ADS Rights, you may notify us to instruct the Rights Agent to attempt to sell the ordinary share rights underlying your ADS Rights for you. Alternatively, you may instruct us to surrender any of your ADS Rights and receive the underlying ordinary share rights instead. If you take no action with respect to your ADS Rights within the time periods described below, your ADS Rights will be deemed to have been declined and will lapse. If possible, the new ordinary shares ultimately underlying your ADS Rights will be sold to other people on your behalf, and any net proceeds of the sale in excess of the amount of the share subscription price plus the expenses of such sale will be sent to you by check. There is no guarantee that it will be possible to find other people to acquire the new ordinary shares underlying the new ADSs which your ADS Rights entitled you to acquire at a price which results in a payment to you. You will receive compensation for unexercised ADS Rights only if and to the extent a premium over the share subscription price, after deducting the expenses of procuring such subscribers (including any applicable brokerage and commissions and amounts in respect of U.K. value added tax which are not recoverable), can be obtained.

This letter is being delivered to you as the beneficial owner of the ADSs held by us in your account. Exercise of the ADS Rights, the sale of the share rights underlying your ADS Rights or the surrender of your ADS Rights may only be made by us pursuant to your instructions. Accordingly, we request instructions as to whether you wish us to subscribe for any ADSs to which you are entitled, to attempt to sell the share rights underlying your ADS Rights, or to surrender your ADS Rights for the underlying ordinary share rights, in each case pursuant to the terms and subject to the conditions set forth in the Prospectus. We urge you to read the Prospectus and the enclosed instructions carefully before instructing us.

Your prompt action is requested. Please refer to the deadlines relating to the Rights Offering specified in the enclosed letter from your broker or other nominee.

HSBC Holdings plc Rights Offering
Instructions By Beneficial Owner To Brokers Or Other Nominees

The undersigned acknowledge(s) receipt of your letter and has been given access to the prospectus dated March 17, 2009 (the “Prospectus”) relating to the offering of ordinary shares of HSBC Holdings plc in the form of newly issued ordinary shares and newly issued American Depositary Shares (the “ADSs”).

This will instruct you whether to (i) exercise the ADS rights (“ADS Rights”) with respect to ADSs held by you for the account of the undersigned, (ii) instruct The Bank of New York Mellon (the “Rights Agent”) to attempt to sell the ordinary share rights underlying the ADS Rights of the undersigned, or (iii) surrender the ADS Rights of the undersigned for delivery of the underlying ordinary share rights, in each case pursuant to the terms and subject to the conditions set forth in the Prospectus.

Box 1. o Please do not exercise my ADS Rights.

Box 2. o Please exercise my ADS Rights as set forth below:

Box 3. o Payment in the following amount is enclosed: U.S.$

Box 4. o Please deduct payment from, and credit ADSs purchased to the following account maintained by you as follows:


Type of Account:


Account No.:


Amount to be deducted: U.S.$

Box 5. o Please instruct the Rights Agent to attempt to sell all or a portion of the ordinary share rights underlying my ADS Rights as set forth below:


Number of ADS Rights to be sold

Box 6. o Please surrender my ADS Rights and deliver the underlying ordinary share rights to my CREST account as follows:


Number of ADS Rights to be surrendered


CREST Participant ID:

CREST Member Account ID:


Full Name of CREST Account:


U.K. Receiving Broker Name:


U.K. Receiving Broker Contact:


Receiving Broker Phone Number:


U.S. Broker Name:


U.S. Broker Contact:


U.S. Broker Phone Number:


Date:


Signature(s):

Please type or print name(s) below:

HSBC Holdings plc

Instructions as to ADS Rights Offering

The following instructions pertain to the grant (the “Rights Offering”) by HSBC Holdings plc (“HSBC”) of non-transferable rights (the “ADS Rights”) to purchase newly issued American Depositary Shares of HSBC (the “ADSs”) to its ADS holders of record as of March 13, 2009 (the “Record Date”), as described in the prospectus dated March 17, 2009 (the “Prospectus”). Each ADS holder as of the Record Date will receive five ADS Rights for every 12 ADSs held on the Record Date. One ADS Right entitles its holder to subscribe for one new ADS at a subscription price of £12.70, payable in U.S. dollars. Entitlements to ADS Rights have been rounded down to the nearest whole number. No fractional ADS Rights will be distributed, although ADS holders may receive a payment in lieu of the fractional entitlement, as described in the Prospectus. The ADS Rights are non-transferable and will not be admitted to trading on The New York Stock Exchange or any other exchange.

In order to exercise their ADS Rights, ADS holders must deposit with The Bank of New York Mellon (the “Rights Agent”) U.S.$19.53 per new ADS (the “ADS Deposit Amount”), which is the estimated subscription price of US$17.75 per ADS, being the ordinary share subscription price multiplied by five to reflect that each ADS represents five ordinary shares and translated into U.S. dollars at the rate published by Bloomberg on March 13, 2009, plus an additional 10% to account for potential fluctuations in the exchange rate between the U.K. pound sterling and the U.S. dollar, the applicable U.K. stamp duty reserve tax of 1.5% and any currency conversion expenses.

ADS holders may also instruct the Rights Agent to attempt to sell the ordinary share rights underlying their ADS Rights for them. ADS holders may also surrender any of their ADS Rights and receive the underlying ordinary share rights by so instructing the Rights Agent. If ADS holders take no action with respect to their ADS Rights within the time periods described below, the ADS Rights will be deemed to have been declined and will lapse. If possible, the new ordinary shares ultimately underlying the unexercised ADS Rights will be sold to other people on the ADS holders’ behalf, and any net proceeds of the sale in excess of the amount of the share subscription price plus the expenses of such sale will be sent to the applicable ADS holders by check. There is no guarantee that it will be possible to find other people to acquire the new ordinary shares ultimately underlying the ADS Rights at a price which results in a payment to the ADS holder. ADS holders will receive compensation for unexercised ADS Rights only if and to the extent a premium over the share subscription price, after deducting the expenses of procuring such subscribers (including any applicable brokerage and commissions and amounts in respect of U.K. value added tax which are not recoverable), can be obtained.

In order to (i) surrender ADS Rights in time to receive the underlying ordinary share rights or (ii) instruct the Rights Agent to attempt to sell the ordinary share rights underlying any ADS Rights, subscription instructions must be received by the Rights Agent no later than 5:00 p.m. (New York City time) on March 30, 2009 (the “Instruction Deadline”). In order to exercise ADS Rights, subscription instructions, along with payment in full, must be received by the Rights Agent no later than 5:00 p.m. (New York City time) on March 31, 2009 (the “Exercise Deadline”). Failure to submit subscription instructions to the Rights Agent by such time will result in the ADS Rights being deemed to have been declined and they will lapse. If they have not otherwise been so notified, beneficial holders of ADSs should consult with their brokers or other nominees as soon as possible regarding earlier deadlines for submitting instructions to such broker or other nominee relating to the Rights Offering.

Exercising ADS Rights:


1.	Subscription.

ADS holders can validly subscribe for ADSs by following the instructions below.

Subscription by holders of ADS Rights. If you are a registered holder of ADS Rights, you can exercise your ADS Rights by delivering to the Rights Agent, in the enclosed return envelope, a properly completed subscription form and payment in full of the deposit amount for the ADSs. You may make such payment by certified check or bank draft, payable to “The Bank of New York Mellon — HSBC ADS Rights Offering,” as Rights Agent. The number of ADS Rights to which you are entitled is printed on the face of your subscription form.

The Rights Agent must receive the completed and signed subscription form and deposit amount stated above on or before the Exercise Deadline. Deposit in the mail will not constitute delivery to the Rights Agent.

If subscriptions for ADSs are forwarded to the Rights Agent in multiple deliveries, a properly completed and duly executed subscription form must accompany each delivery.

The delivery addresses for The Bank of New York Mellon are as follows:


*By Mail:*		*By Overnight Courier or By Hand:*
The Bank of New York Mellon c/o BNY Mellon Shareowner Services Attn: Corporate Action Department P.O. Box 3301 South Hackensack, NJ 07606		The Bank of New York Mellon c/o BNY Mellon Shareowner Services 480 Washington Boulevard Attn: Corporate Action Department — 27^th Floor Jersey City, NJ 07310

Subscription by DTC participants. If you hold ADS Rights through The Depository Trust Company (DTC), you can exercise your ADS Rights by delivering completed subscription instructions for ADSs through DTC’s system and instructing DTC to charge your applicable DTC account for the deposit amount stated above for the new ADSs and to deliver such amount to the Rights Agent. DTC must receive the subscription instructions and the payment of the deposit amount for the ADSs by the Exercise Deadline.

Subscription by beneficial owners. If you hold your ADSs through a bank or broker and wish to subscribe for new ADSs you should timely contact the person responsible for your account to arrange for their exercise and to arrange for payment of the deposit amount for the new ADSs in U.S. dollars.


2.	Your Method of Delivery.

The method of delivery of the subscription form and payment of the deposit amount for the new ADSs to the Rights Agent will be at the election and risk of the ADS Rights holder.

If subscription forms and payments are sent by mail, you are urged to send these by registered mail, properly insured, with return receipt requested, and to allow a sufficient number of days to ensure delivery to the Rights Agent and clearance of the payment prior to the Exercise Deadline.

If your payment is less than the U.S. dollar equivalent, based on the exchange rate published by Bloomberg on April 1, 2009, of the U.K. pounds sterling subscription price, multiplied by five, plus any currency conversion expenses and applicable U.K. stamp duty reserve tax for the number of new ADSs you are subscribing for and are allocated, the Rights Agent will pay the deficiency to HSBC on your behalf to the extent the deficiency does not exceed 20% of your payment. You will then have to pay promptly the amount of the difference, including expenses, and will not receive any new ADSs you subscribed for until the Rights Agent receives your payment. If you do not pay the amount of the deficiency financed by the Rights Agent by the date specified in the deficiency notice, the Rights Agent may sell enough of your new ADSs to cover the amount of the deficiency. The Rights Agent would then send you promptly the remaining new ADSs and a check in the amount of any excess proceeds from the sale, net of any expenses relating to such sale.

If the amount of any deficiency in your estimated subscription price for the ADSs exceeds 20% of the amount of your required payment, then you will receive fewer new ADSs than you were entitled to purchase unless you deliver to the Rights Agent sufficient funds to cover the deficiency prior to the Exercise Deadline.


3.	Deliveries from the Rights Agent.

You will receive the following deliveries and payments to the address shown on the face of your instruction form:

(a) New ADSs. As soon as practicable on or after April 6, 2009, that is, after the receipt of the underlying new ordinary shares by the ADS depositary’s custodian, subject to the terms of the Rights Offering as described in the Prospectus, the Rights Agent will deliver, including by book-entry transfer, new ADSs to each ADS Rights holder who validly exercised any of their ADS Rights.

(b) Cash payments. If the actual U.S. dollar subscription price (which will be the U.S. dollar equivalent, based on the exchange rate published by Bloomberg at approximately 3:00 p.m. (U.K. time) on April 1, 2009, of the U.K. pounds

sterling ordinary share subscription price, multiplied by five) plus any currency conversion expenses and applicable U.K. stamp duty reserve tax is less than the ADS deposit amount, the Rights Agent will refund the amount of any excess in U.S. dollars as promptly as practicable to subscribing holders without interest. If the actual U.S. dollar subscription price plus any currency conversion expenses and applicable U.K. stamp duty reserve tax is more than the ADS deposit amount you will be required to pay the amount of such shortfall to the Rights Agent.


4.	Partial Subscriptions.

If you wish to subscribe for fewer ADSs than your ADS Rights would otherwise entitle you to, you should indicate this on the subscription form.


5.	Signatures on Subscription Form.

If the subscription form is signed by the registered holder(s) of the ADSs, the signature(s) must correspond with the name(s) as written on the face of the subscription form without any change whatsoever.

If the ADSs are owned of record by two or more joint owners, all such owners must sign the subscription form.

If the subscription form is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to HSBC and the Rights Agent of their authority to act must be submitted.


6.	Important Tax Information.

To ensure compliance with Treasury Department Circular 230, investors are hereby notified that: (a) any discussion of United States federal tax issues in these instructions as to the exercise of ADS rights (including the Substitute Form W-9 and the Guidelines for Certification of Taxpayer Identification Number) is not intended or written to be used, and cannot be used, by investors for the purpose of avoiding penalties that may be imposed on investors under the Internal Revenue Code; (b) such discussion is written in connection with the promotion or marketing of the transactions or matters addressed herein; and (c) investors should seek advice based on their particular circumstances from an independent tax advisor.

In order to avoid backup withholding tax and certain possible penalties, an ADS Rights holder that elects to exercise an ADS Right is required under federal income tax laws to provide the Rights Agent (as payer) with such ADS Rights holder’s correct Taxpayer Identification Number (“TIN”) on the enclosed Substitute Form W-9 or otherwise establish a basis for exemption from backup withholding. If such ADS Rights holder is an individual, then his or her TIN is his or her social security number. If the Rights Agent is not provided with the correct TIN or an adequate basis for an exemption, a U.S.$50 penalty may be imposed by the Internal Revenue Service (“IRS”), and payments made with respect to any dividends paid by HSBC on ADSs purchased upon the exercise of ADS Rights may be subject to backup withholding.

Certain ADS Rights holders (including, among others, all corporations and certain foreign persons) are not subject to these backup withholding and reporting requirements. Exempt ADS Rights holders should indicate their exempt status on Substitute Form W-9. A foreign person may qualify as an exempt recipient by submitting to the Rights Agent a properly completed IRS Form W-8BEN, Form W-8ECI or Form W-8IMY signed under penalties of perjury, attesting to that ADS Rights holder’s exempt status. A Form W-8BEN, Form W-8ECI or Form W-8IMY can be obtained from the Rights Agent or from the IRS’s website (http://www.irs.gov). See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional instructions.

If backup withholding applies, the Rights Agent is currently required to withhold 28% of any payments made to the ADS Rights holder or other payee. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS.

Purpose of Substitute Form W-9. To prevent backup withholding on payments made with respect to the Rights Offering, the ADS Rights holder is required to provide the Rights Agent with either: (i) the ADS Rights holder’s correct TIN by completing the form below, certifying under penalty of perjury that the ADS Rights holder is a U.S. person (including a U.S. resident alien), the TIN provided on Substitute Form W-9 is correct (or that such ADS Rights holder is awaiting a TIN) and either (A) the ADS Rights holder is exempt from backup withholding, (B) the ADS Rights holder has not been notified by the

IRS that the ADS Rights holder is subject to backup withholding as a result of failure to report all interest or dividends or (C) the IRS has notified the ADS Rights holder that the ADS Rights holder is no longer subject to backup withholding; or (ii) an adequate basis for exemption.

What Number to Give the Rights Agent. The ADS Rights holder is required to give the Rights Agent the TIN (e.g., social security number or employer identification number) of the registered holder of ADSs giving rise to the ADS Rights. If such ADSs are held in more than one name or are not held in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

Selling the Ordinary Share Rights Underlying Your ADS Rights:

You may direct the Rights Agent by no later than the Instruction Deadline to attempt to sell the ordinary share rights underlying your ADS Rights for you. The Rights Agent will attempt to sell share rights underlying your ADS Rights on the London Stock Exchange up to 6:00 a.m. (New York City time) on April 3, 2009 for those ADS Rights holders from whom it receives such direction. The Rights Agent will distribute the proceeds, after accounting for the Rights Agent’s fees and expenses, any applicable taxes and any other applicable fees and expenses of the ADS depositary as provided under the Deposit Agreement, pro rata to the holders of ADS Rights by whom it has been directed to make such sales.

Surrendering Your ADS Rights:

If you wish to surrender any of your ADS Rights and receive the underlying ordinary share rights, you must deliver a completed and signed subscription form (including the information of your valid CREST account) and surrender your ADS Rights to the Rights Agent before the Instruction Deadline. Upon payment of any taxes or charges, such as stamp taxes, stock transfer taxes or fees, the Rights Agent will deliver the underlying share rights to the CREST account specified by you in the subscription form.