HSBC Holdings plc EGM

HSBC Holdings PLC
28 March 2003

                HSBC HOLDINGS PLC EXTRAORDINARY GENERAL MEETING

The following is a statement given by Sir John Bond, Group Chairman, HSBC
Holdings plc, at the Extraordinary General Meeting held at Cabot Hall, London,
on Friday, 28 March 2003.

Good morning Ladies and Gentlemen.

Thank you very much for the interest you have shown in HSBC by attending this
Extraordinary General Meeting. Unfortunately because of prior commitments
several of your Directors are not able to be with us here today. Lord Butler,
Raymond Ch'ien, David Eldon, William Fung, Alan Jebson, Sir Mark Moody-Stuart,
Helmut Sohmen, Stewart Newton, Carole Taylor and Sir Brian Williamson send their
apologies. The purpose of this Meeting is for you, our shareholders, to consider
and if you think fit, pass an ordinary resolution to approve the acquisition of
Household International and to authorise your Directors to allot shares in
connection with that acquisition. Notice of the Meeting has been given in
accordance with the Company's Articles of Association. It was set out in a
circular to shareholders dated 26 February 2003, which gave detailed information
about the proposed acquisition.

For the record, I should perhaps mention that we made an announcement on 19
March 2003, referring to two matters. First, the fact that Household was sending
out supplemental proxy materials to its stockholders to inform them that
Household had entered a consent order with the Securities and Exchange
Commission relating to prior public disclosures of certain of Household's
restructuring and other account management policies. We confirmed that we were
pleased that agreement for the consent order had been reached and made the point
that it did not require Household to pay fines or monetary damages and that
Household would not be restating any of its financial statements. Secondly, the
announcement referred to the fact that Household had entered into an agreement
in principle for the settlement of certain shareholders' legal actions relating
to the merger and, as part of this settlement, we agreed to waive US$55 million
out of the US$550 million we would be entitled to receive in certain
circumstances under the merger agreement in the event that our deal with
Household is not completed.

We regard neither of these matters as material in relation to the proposed
acquisition of Household, but I thought it right to mention them as they have
been announced since 26 February.

Let me briefly rehearse some principal reasons why your Board is unanimously
recommending this acquisition.

The US economy accounts for around a third of world GDP, and, in turn, consumer
spending counts for almost 70 per cent of US GDP. There is therefore a very
strong economic argument for HSBC having a significant presence in the US
consumer market. The acquisition of Household provides this.

Household is a company with a 125-year history, which brings over 50 million
customers in the US to HSBC; its delivery channels include over 1,300 branches
in 45 states; relationships with over 70 retail merchants and a national network
of auto-dealerships, together with multiple web-based services. Our combined
credit card businesses will be in the world's top ten.

The acquisition will improve the geographic balance of the HSBC Group's earnings
and significantly increase the contribution from the North American business.

Household is a very significant addition to HSBC, we look forward to delivering
value from the opportunities this brings.

Looking to the future, the acquisition offers significant opportunities to
extend Household's business model into countries and territories currently
served by the HSBC Group and broadens the product range available to the
enlarged customer base. We believe the acquisition will allow the enlarged group
to capture valuable customer business that currently falls outside the enlarged
group's franchise.

As already announced this morning, I am pleased to report that all the necessary
regulatory and other consents and approvals have been obtained. Subject to your
approval today, and that of the Household shareholders we expect to complete the
acquisition as soon as practicable thereafter.


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